Form MGT 9 is an annual return filled by the company with ROC via MCA, MGT 9 is filled in accordance with Section 134 of Companies Act, 2013. However, this provision has been amended in 2017 w.e.f 31st July’ 2018 and in accordance with the amendment the provision in relation with MGT 9 has been removed from Section 164 of Companies Act, 2013.
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Introduction to Form MGT-9
Form MGT 9 is an extract of the Annual Return which contains the company’s financial transaction and after the approval of the Board members the Form gets annexed with the Board Report and filed with the ROC within 60 days of such meeting and ever since the amendment ie 31st July’ 2018 there exist turbulences among professionals and companies on filing Form MGT 9 and thus the Ministry of Corporate Affairs has considered this amendment provision in relation to MGT 9 stating “that the filing of 9 MGT is not required to be prepared by the company where the director report has been approved in the Board Meeting”.
Ministry of Corporate Affairs (MCA) is the primary authority governing E-filing and its procedure, further the Registrar of the Company ROC, established under Companies Act, 2013 is a regulating authority of the issues and matters arising with compliances regarding filing of Annual Return.
Understanding Form MGT 9
As the general practice, every company is required to prepare the extract of the annual return in form MGT 9 which is to be submitted to ROC within 60 days of AGM. The MGT 9 must be filled by the company for every financial year and the same gets annexed with the Board’s Report of the Company.
Requirements for filing MGT 9
- Basic details of the company such as CIN, address, Principle business activity etc.
- Details of Holding, Subsidiary and Associated Company
- Share Holding Pattern
- Debts of the company
- Details of the debenture holders
- Meetings of the members or a class meeting with attendance details
- Details of the share held by or on behalf of foreign institutional investors indicating their names, address, percentage of shareholding held by them.
- Remuneration of Directors and Key Managerial Personnel
Who are entitled to file an Annual Return?
- OPC and Small Company shall prepare directors report and file it in accordance with the Section 92 of Companies Act, 2013 and the report to be updated and made available in the “Web Address” of the company.
- According to Section 92 of Companies Act, 2013 every Companies apart from OPC and Small Companies are required in filing an annual financial return in accordance with Section 134 of the Act.
Understanding the amendments
The companies Act’s Amendment published its changes through an official gazette as on 03.01.2018 by omitting the filing of Form MGT 9 and to its replacement the Annual Return are made in Form MGT 7 via the website of the company.
- Section 134(3)(a) – the “Web Address” of the annual return acknowledged by the directors, CEO or the Company Secretary which are filed with the accordance of regulation set forth by Section 92(3).
- Section 23(ii) – every company shall place a copy of the annual return on the website of the company and the link of the website has to be disclosed in the Board’s report.
- Rule 12(1) of the Companies Management and Administration, 2014 – a company by providing the web link of annual return in Board’s report in accordance with Section 92(3) of Companies Act, 2013 shall not be required in filing an annual return with the Board’s report in Form MGT 9.
- Rule 12 of the Companies Management and Administration, 2014 – a copy of the annual return shall be filed with the registrar with prescribed fees as may be specified.
Adding the web-link before fling Board’s report in Annual General Meeting
The annual return report has to be filled with the ROC within 60 days from the date of AGM but, according to the new amendment via Section 92(3) and 134 which has made it mandatory for the company to have the web-link of the annual return in the Board’s Report of the Company.
In essence with the amendment it’s impossible to provide the web link of the annual return filed before holding the Annual General Meeting. But, according to Section 92(3) “a copy prepared by the company under Form MGT 7/ 7A, which don’t require ROC compliance” will provide information on the annual report which will further gets approved by the Board of Directors and goes on the Company’s website.
Considering the recent amendments and developments as on March’ 2021 it is concluded that Form MGT 9 doesn’t exist and has been removed from the Companies Act, 2013.
Still, every company is required to place a copy of the annual return in form MGT 7/ 7A and after conducting an Annual General Meeting the approved annual return disclosed in the Board’s repost shall be made available on the website of the company and the link of such annual returns shall be disclosed.
NOTE – Thus, the Form MGT 9 is not required to be filed now or in near financial year which is irrespective to the fact whether the company may or may not have a website.