Home Company Law - Editorial WHETHER MGT-9 REQUIRED TO PREPARE FOR F.Y. ENDED 31.03.2021

WHETHER MGT-9 REQUIRED TO PREPARE FOR F.Y. ENDED 31.03.2021

by CS Divesh Goyal
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MGT-9 (Extract of Annual Return) Applicability for F.y. 2020-21

There is always a question for discussion “Whether companies required to file MGT-9 along with Directors’ Report?”

  • What is MGT-9?

MGT-9 is extract of Annual Return i.e. MGT-7. Every Company is required to attach MGT-9 with Directors Report and have to file in e-form AOC-4 with Registrar of Companies.

Old Provisions:

  • As per Section 92(3), An extract of the annual return in such form as may be prescribed (i.e. MGT-9) shall form part of the Board’s report.
  • As per Section 134(3)(a), There shall be attached to statements laid before a company in general meeting, a report by its Board of Directors, which shall include— the extract of the annual return as provided under sub-section (3) of section 92;”

As per old provisions, the requirement of preparation of MGT-9 and attachment of same with Director reports govern by Section 92(3) and Section 134(3). 

Proposed Amendment:

  1. Ministry has proposed amendment in Section 134(3)(a) by Companies (Amendment) Act, 2017 i.e. ) for clause (a), the following clause shall be substituted, namely:— “(a) the web address, if any, where annual return referred to in sub-section (3) of section 92 has been placed;”;
  2. Ministry has proposed amendment in Section 92(3) by Companies (Amendment) Act, 2017 i.e. ) for sub-section (3), the following sub-section shall be substituted, namely:— “(3) Every company shall place a copy of the annual return on the website of the company, if any, and the web-link of such annual return shall be disclosed in the Board’s report.” 

Applicability of such Amendments:

Ministry issued notification on July 31, 2018 and notified the amendment in section 134 of Companies (Amendment) Act, 2017.

Further, Ministry issued another notification on August 28, 2020 and notified the amendment in section 92(3) of Companies (Amendment) Act, 2017.

Therefore, till August 28, 2020, Ministry has notified amendment of Section 134, however, amendment of Section 92 was pending. Therefore, it is confusion in the mind of professionals and corporates whether Companies need to prepare MGT-9 or not.

New Provisions:

  • As per Section 92(3), Every company shall place a copy of the annual return on the website of the company, if any, and the web-link of such annual return shall be disclosed in the Board’s report.
  • As per Section 134(3)(a), here shall be attached to statements laid before a company in general meeting, a report by its Board of Directors, which shall include— (a)the web address, if any, where annual return referred to in sub-section (3) of section 92 has been placed

After reading of above-mentioned new provisions one can opine followings:

  • The Concept of MGT-9 (Extract of Annual Return) has been removed from Companies Act, 2013 w.e.f. August 28, 2020.
  • If a Company having website, such company is required to publish MGT-7 i.e. Annual Return on its website and must give link of the same in Directors Report.
  • If Company not having website, it doesn’t require to publish Annual Return as well as preparation of MGT-9.

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