Amendment in Companies (Management and Administration) Rules, 2014 w.e.f 05.03.2021

Corporate Laws & Corporate Governance Committee
The Institute of Chartered Accountants of India
10th March, 2021

ANNOUNCEMENT

Sub: Amendment in Companies (Management and Administration) Rules, 2014 w.e.f 05.03.2021

This is to inform you that the Central Government has prescribed an abridged form of annual return for “OPC and small company” by amending the provisions of Companies (Management and Administration) Rules, 2014 which shall come into force from 05th March, 2021. The Analysis of Pre and post amendment are as follows:

S No.	Rule	Prior Amendment	Post Amendment
1	Rule 11(1) of the Companies (Management and Administration) Rules, 2014	Every company shall prepare its annual return in Form No. MGT.7.	Every Company shall file its annual return in Form no- MGT-7 except One Person Company (OPC) and Small Company. OPC and small company shall file annual return from the FY 2020-21 onwards in Form No-MGT-7A.
2	Rule 12 of the Companies (Management and Administration) Rules, 2014	(1) The extract of the annual return to be attached with the Board’s Report shall be in Form No. MGT.9. Provided that a company shall not be required to attach the extract of the annual return with the Board's report in Form No. MGT.9, in case the web link of such annual return has been disclosed in the Board's report in accordance with sub-section (3) of section 92 of the Companies Act, 2013. (2) A copy of the annual return shall be filed with the Registrar with such fee as may be specified for the purpose.	A copy of the annual return shall be filed with the Registrar with such fees as may be specified for this purpose.
3	Rule 20, after proviso in sub rule (2) of the Companies (Management and Administration) Rules, 2014	Explanation- For the purpose of this sub-rule, “Nidhi” means a company which has been incorporated as a Nidhi with the object of cultivating the habit of thrift and savings amongst its members, receiving deposits from and lending to, its members only, for their mutual benefit, and which complies with such rules as are prescribed by the Central Government for regulation of such class of companies	Explanation I- For the purpose of this sub-rule, “Nidhi” means a company which has been incorporated as a Nidhi with the object of cultivating the habit of thrift and savings amongst its members, receiving deposits from and lending to, its members only, for their mutual benefit, and which complies with such rules as are made by the Central Government for regulation of such class of companies Explanation-II has been inserted which defines the following expressions 1. Agency 2. Cut-off date 3. Cyber security 4. Electronic voting system 5. Remote e-voting 6. Secured system 7. Voting by electronic means

Accordingly, w.e.f. 05.03.2021 every company, except OPC and small company, shall file its annual return in Form No- MGT-7 whereas OPC and small company shall file their annual return from FY 2020-21 in Form no- MGT-7A.

Further, the requirement of attaching the extract of the annual return with the Board’s Report shall be in Form No. MGT.9. has been omitted in Rule 12 of the said rules.

Furthermore, in Rule 20, explanation-II has been inserted defining the terms- agency,

cut-off date, cyber security, electronic voting system, remote e-voting, secured system, voting by electronic means

Notification is available at the link

Members may take note of the above.

Sincerely Yours,

Chairman and Vice Chairman
Corporate Laws & Corporate Governance Committee
The Institute of Chartered Accountants of India

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