The compliance aspects imposed by the Companies Act 2013 seem to be cumbersome but may not be so if the companies have the appropriate knowledge regarding the same. The Act provides for filing of various forms which originate from the company or the director, chartered accountant, company secretary with the government or Registrar of Companies (ROC).
Recent Legal Developments
- As per the Companies Act, 2013, section 134, the companies were required to submit MGT-9 along with the extract of the annual return and director’s report. Section 134 states that the statement in the general meeting along with a report of the board of directors shall be included in the extract of the annual return as given under section 92(3). According to section 92(3), the extract of the annual return shall form part of the report.
- But this provision was amended in 2018 by the MCA and a new provision was added which stated that if a company has a website, they have to publish the annual return in Form MGT-7 on the company’s website and MGT-9 is not required to be published on the website. So, after the 2018 amendment, there was no requirement of Form MGT-9.
- However, section 92(3) was not amended by the government, and the law under section 92(3) stated that the extract of annual return still formed the part of the board’s report in Form MGT-9. Hence, every company had to still prepare the form and annex it with the directors’ report.
- Therefore, now the company has to comply with both the legal requirement. This anomaly led to the publication of annual returns on the websites as well as in Form MGT-9.
- The Companies (Management and Administration) Rules, 2014 under Rule 12 mentioned that the annual return extract has to be attached with the board’s report in MGT-9. If the company has already disclosed the annual return in the board’s report according to section 92(3) of the Companies Act, then they are not required to attach the annual return extract in Form MGT-9.
- Later, section 23(ii) and section 36 of the Companies (Amendment) Act, 2017 notified on August 28th, 2020 aimed at amending section 92(3) and section 134 of the Companies Act respectively to settle the dispute between all the rules. After the amendment, every company had to place a copy of the annual return on the company’s website and the web link of the annual return has to be disclosed with the board’s report. The MCA has given the companies which are unable to place a copy on the website right to annex the annual return extract with the board’s report.
- In 2020, the Companies (Management and Administration) Amendment Rules, 2020 was introduced. After the 2020 amendment, rule 12(1) was substituted and now the company was not required to attach annual return extract with the board’s report in MGT-9 if the web link of the annual return has been disclosed in the board’s report.
- But now with the recent legal development in 2021 the requirement of Form No. MGT-9 is completely changed. Under Companies (Management and Administration) Amendment Rules, 2021 every company except an OPC and small company has to file the annual return in Form No. MGT-7. The OPCs and small companies have to file the annual report in Form No. MGT-7A. This Form MGT-7A has been introduced by MCA as an abridged form for filing the annual returns by every OPCs and small company.
- Companies (Management and Administration) Amendment Rules, 2021 have omitted the requirement of attaching annual return extract along with the board’s report under Rule 12 of the said rules. After 5th March 2021 Rule, 12 is substituted and now companies are not required to annex the annual return extract along with board’s report.
What is Form MGT-9?
Annual return is a comprehensive document of the company having a detailed overview of the company’s financial and non-financial disclosures. It has to be submitted to the Registrar within 60 days from the annual general meeting. Companies have to submit the annual return to ensure transparency in business operations.
As per section 92(3) and section 134 of the Companies Act, 2013, companies are required to attach a copy of the annual return extract in Form No. MGT-9. It is prepared when the director’s report is approved in the board meeting.
Is there a Requirement for Form MGT-9?
Earlier, preparing the annual return extract was removed from section 134(3)(a) and section 92(3). But the same was sustained in the Companies (Management and Administration) Rules, 2014. Later a proviso was added in rule 12 stating that if a web link of the annual return is disclosed in the board’s report then there is no requirement for attaching MGT-9.
But now the law is clear after the recent introduction of Companies (Management and Administration) Amendment Rules, 2021. Now, there is no requirement for Form MGT-9 under any provision of any Act or Rules.
FAQs
Forms Under Companies Act, 2013?
Under the Companies Act, 2013 and its Rules, numerous forms have to be filed by the company with the Registrar of Companies. Some of these forms are to be filed annually by the company such as form to file the financial statement of the company, Application for filing KYC of the director, etc. Some of them are filed only once after the incorporation of the company, such as Application for reservation of name, Consent of Nominee as regards One Person Company, e-Memorandum of association, e-Articles of association, etc.
List of Forms Under the Companies Act, 2013?
| Form Number | Description | Type of Forms |
| INC 1 | Application for reservation of name | e-Form |
| INC 3 | Consent of Nominee as regards One Person Company | e-Form |
| INC 4 | Change of nominee as regards One Person Company | e-Form |
| INC 5 | Intimation by One Person Company for exceeding prescribed threshold more than Rs 50 lakh of share capital or Rs 2 crore of turnover | e-Form |
| INC 6 | Conversion of private limited company into an OPC or vice versa | e-Form |
| INC 8 | Declaration by an Advocate, Chartered Accountant, Cost Accountant or Company Secretary in practice that all requirements of the companies act and rules pertaining to incorporation have been complied with | Physical |
| INC 9 | Declaration by each of the subscribers to the memorandum and each of the first directors named in the articles that he has not been convicted of any offence for the preceding 5 years and that all the documents filed with the Registrar are true and accurate. | Physical |
| INC 11 | Certificate of Incorporation | Physical |
| INC-11A | Certificate of Incorporation on conversion from unlimited company to limited company | Physical |
| INC-11B | Certificate of Incorporation on conversion from a company limited by guarantee to a company limited by shares | Physical |
| INC 13 | Memorandum of Association | Physical |
| INC 14 | Declaration by an Advocate, a Chartered Accountant, Cost Accountant or Company Secretary in practice, that the articles of association have been drawn up in conformity with the provisions of Section 8 and rules made thereunder and that all the requirements concerning the Act and the rules made thereunder in relation to registration of the company under Section 8 and matters incidental or supplemental thereto have been complied with. | Physical |
| INC 15 | Declaration by each of the persons making the application(Section 8 companies) | Physical |
| INC 16/17 | Licence issued under Section 8 | Physical |
| INC 20A | Declaration given by the director for the commencement of business for a company | e-Form |
| INC 22 | Notice for change of situation of the registered office of the company and its verification | e-Form |
| INC 22 A | Active Company Tagging Identities and Verification(ACTIVE) | e-Form |
| INC 24 | Application to the Central Government for approval for change in the name of the company | e-Form |
| INC 25 | A new certificate of incorporation subsequent to change in name | Physical |
| INC 25A | Advertisement to be published in a newspaper when a public company is converted into a private company | Physical |
| INC 26 | Advertisement to be published in newspaper for change in the registered office from one State Government or Union territory to another | Physical |
| INC 27 | Transformation of a public company into a private company and vice versa, including company limited by guarantee to a company limited by shares | e-Form |
| INC 28 | Notice of the order of the court/any other competent authority | e-Form |
| INC 32 | Simplified Proforma for Incorporating Company electronically (SPICe) | e-Form |
| INC 33 | e-Memorandum of association | e-Form |
| INC 34 | e-Articles of association | e-Form |
| INC 35 | Application for Goods and services tax Identification number, employees state Insurance corporation registration plus Employees provident fund organisation registration(AGILE-PRO) | e-Form |
| RD 1 | Application to the regional director for change in a financial year or the conversion of a public company into a private company | e-Form |
| RD GNL 5 | Form for rectification of mistakes pertaining to change in a financial year or for the conversion of a public company into a private company | e-Form |
| SH 10 | Register of shares or other securities bought back | Physical |
| DPT 3 | Return of deposits | e-Form |
| DPT 4 | Statement on existing deposits as on the date of commencement of the companies act | Physical |
| CHG 1 | Application to register the creation or modification of charge (other than debentures) | e-Form |
| CHG 2 | Certificate of registration of charge | Physical |
| CHG 3 | Certificate of modification of charge | Physical |
| MGT 1 | Register of members of the company | Physical |
| MGT 2 | Register of Debenture Holders or Any Other Security Holders | Physical |
| MGT 3 | Notice or the change in the situation or discontinuation of a location where a foreign register is kept | Physical |
| MGT 9 | Extract of the annual return | Physical |
| MGT 11 | Appointment of proxy for a meeting | Physical |
| MGT 12 | Polling paper in the meeting | Physical |
| MGT 13 | Scrutinizer’s report to the Chairman pertaining to the poll of the meeting | Physical |
| MGT 14 | Filing of company resolutions and agreements with the Registrar | e-Form |
| MGT 15 | Form for filing report on the Annual General meeting | Physical |
| BEN 1 | Declaration by the significant beneficial owner in case of an individual | Physical |
| AOC 1 | Statement containing salient features of financial statements of subsidiaries/ associates/joint ventures | Physical |
| AOC 2 | Details containing contracts or arrangements entered into with related parties | Physical |
| AOC 3 | Statement containing salient features of the audited financial statements | Physical |
| AOC 3A | Detailed statement on the financial statements to be filed by companies complying with the Companies (Indian Accounting Standards)Rules 2015 | |
| AOC 4 | Form to file a financial statement and other documents of the company with the Registrar | e-Form |
| AOC 4 (XBRL) | XBRL document in respect of financial statement and other documents to be filed with the Registrar | e-Form |
| AOC 4 CFS | Form to file consolidated financial statements and other documents with the Registrar | e-Form |
| AOC 4 NBFC | Form for NBFCs to file financial statement and other documents with the Registrar | e-Form |
| AOC 5 | Notice to declare the address of the location in which the books of accounts are maintained | e-Form |
| ADT 1 | Form to inform the Registrar regarding the appointment of auditor by the company | e-Form |
| ADT 2 | Application for removing the auditor before the expiry of their term by the company | e-Form |
| ADT 3 | Notice of resignation of auditor | e-Form |
| ADT 4 | Form to report any suspected fraud by the auditor to the Central Government | Physical |
| CRA 1 | Maintenance of cost records by certain companies | Physical |
| CRA 2 | Form for intimation of appointment of cost auditor by the company to Central Government | e-Form |
| CRA 3 | Format of the cost audit report | Physical |
| CRA 4 | Form for filing cost audit report with the Central Government | e-Form |
| DIR 2 | Consent given by a person to act as the director of the company | Physical |
| DIR 3 | Application for allotment of Director Identification Number (DIN) before being appointed in an existing company | e-Form |
| DIR 3 KYC | Application for filing KYC of the director | e-Form |
| DIR 3C | Intimation by the company to the Registrar on the Director Identification Number | e-Form |
| DIR 3A | Declaration given by a person applying as director, if he does not have the last name and uses a single name | Physical |
| DIR 3B | Intimation of DIN to the company/companies in which the person is a director | Physical |
| DIR 5 | Application for surrender of DIN | Physical |
| DIR 6 | Intimation of changes in particulars specified in DIN application | e-Form |
| DIR-8 | Intimation by a director to a company about his/her disqualification | Physical |
| DIR 9 | Disqualification of directors to be intimated to the Registrar by the company | Physical |
| DIR 10 | Application for removal of disqualified directors | Physical |
| DIR 11 | Notice of resignation by a director to the Registrar | e-Form |
| DIR 12 | Particulars of Directors and the key managerial personnel appointed and any changes | e-Form |
| MR 1 | Return for the appointment of a Whole Time Director, Managing Director or Manager | e-Form |
| MR 2 | Form for application to the Central Government for approval of appointment/reappointment/remuneration of Managing Director, Whole Time Director or Manager | e-Form |
| MR 3 | Format of the Secretarial Audit Report | Physical |
| CAA 1 | Creditors responsibility statement pertaining to Section 230- Power to compromise or make arrangements with creditors and members | Physical |
| CAA 2 | Notice of meeting of any class or classes of the meeting of the creditors or members | Physical |
| CAA 10 | Solvency Declaration | Physical |
| CAA 11 | Approval Notice for a scheme of merger | Physical |
| STK 1 | Notice by Registrar of Companies for company’s name removal from the register of companies | Physical |
| STK 2 | Application by the company to ROC seeking the removal of its name from the register of companies | e-Form |
| FC 1 | Information to be filed by foreign company | e-Form |
| FC 2 | Return of alteration in the documents filed for a foreign company registration | e-Form |
| FC 3 | Annual accounts and the list of all principal places of business established in India by a foreign company | e-Form |
| FC 4 | Annual Return of a Foreign company | e-Form |
| FC 5 | Nomination for Indian depository Receipts | Physical |
| RSC 1 | Application to the Tribunal to confirm the reduction of share capital | Physical |
| MSME | Half yearly return filed with the Registrar for any outstanding payments to Micro or Small Enterprise | e-Form |
| Form 23C | Application to the Central Government to appoint a cost auditor | e-Form |
| Form I-XBRL | XBRL document of a cost audit report and other documents to be filed with the Central Government | e-Form |
| Form A-XBRL | XBRL document on compliance report and other documents to be filed with the Central Government | e-Form |
| Form 23D | Information by cost auditor to Central Government | e-Form |