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Company Law

SMALL COMPANY AND OPC

ANNUAL RETURN MGT-7A (SMALL COMPANY AND OPC)

Every OPC and small company shall prepare an annual return in the form MGT-7A

DEFINITIONS:-

Small Company 2(85) :- “small company” means a company, other than a public company,—

  1. paid-up share capital of which does not exceed 2 Crore rupees; and
  2. turnover of which as per profit and loss account for the immediately preceding financial year does not exceed 20 Crore rupees:

Provided that nothing in this clause shall apply to—

  1. a holding company or a subsidiary company;
  2. a company registered under section 8; or
  3. a company or body corporate governed by any special Act

One Person Company 2(62) means a company which has only one person as a member;

DETAILS / INFORMATIONS REQUIRED TO BE FILL IN MGT-7A OF THE COMPANY:-

  • its registered office, principal business activities, particulars of its associate companies;
  • its shares, debentures and other securities and shareholding pattern;
  •  its promoters, members and debenture-holders along with changes therein since the close of the previous financial year meetings of members or a class thereof, Board and its various committees along with attendance details;
  • remuneration of directors;
  • penalty or punishment imposed on the company, its directors or officers and details of compounding of offences and appeals made against such penalty or punishment;
  • matters relating to certification of compliances, disclosures as may be prescribed;
  • Shareholding pattern of the company; and such other matters as required in the form.

THE ONE PERSON COMPANY NOT REQUIRED TO FILL THE FOLLOWING DETAILS IN MGT-7A:-

  • Detail of Annual General Meeting (AGM)
  • Particulars of Associate Companies (Including Joint Ventures)
  • Break-up of paid-up share capital
  • Details of shares/Debentures Transfers since closure date of last financial year (or in the case of the first return at any time since the incorporation of the company)
  • Detail of securities (other than shares and debentures) under the heading of share capital
  • Share Holding Pattern –Promoters
  • Share Holding Pattern –Public/other than promoters
  • Meetings of Members/Class of Members/Board/Committees of the Board of Directors

ROC Annual Filing (OPC Company):-

AOC-4

The Company is required to file its financial statement, auditor report, board report with annexure within 30 days from date of Annual General Meeting in E-form AOC-4 

But, the OPC Company is not required to hold the Annual General Meeting under Section 96 of the Companies Act, 2013.

As per Section 137 of the Companies Act, 2013, “One Person Company shall file a copy of the financial statements duly adopted by its member, along with all the documents which are required to be attached to such financial statements, within one hundred eighty days from the closure of the financial year”

The period of 180 days will be counted from the end of financial year. For example for FY 2021-22 the due date will be 27th September, 2021 (31.03.2021+ 180 days)

MGT-7A

The Company is required to file its annual return within 60 days from the date of Annual General Meeting, but, the OPC Company is not required to hold the Annual General Meeting under Section 96 of the Companies Act, 2013.

One Person Company does not require to hold AGM, yet the due date for filing Form MGT 7 shall be 60 days from the completion of the 6 months from the end of financial year.

Due date of filing of form MGT-7A for OPC company is 60days from (closure of financial year +6 months)

For example for FY 2021-22 the due date will be 29th November, 2021 i.e 60 days from (31.03.2021+ 6 months)

The table prescribed in the help kit of MGT-7A you can refer for due date. Page No.10

ROC Annual filing (Small Company):-

AOC-4

The Company is required to file its financial statement, auditor report, board report with annexure within 30 days from date of Annual General Meeting in E-form AOC-4.

As per Section 96 of the Companies Act, 2013, Annual General Meeting shall be held within a period of six months, from the date of closing of the financial year.

Due date of AGM will be 30.09.2021 for FY 2021-22 i.e 31.03.2021+ 6 months

Due date of AOC-4, the period of 30 days will be counted from date of Annual General Meeting. For example for FY 2021-22 ,in case AGM held on 30.09.2021 then due date will be 30th October, 2021 (30.09.2021+ 30 days)

MGT-7A

The Company is required to file its annual return within 60 days from the date of Annual General Meeting.

As per Section 96 of the Companies Act, 2013, Annual General Meeting shall be held within a period of six months, from the date of closing of the financial year

Due date of AGM will be 30.09.2021 for FY 2021-22 i.e 31.03.2021+ 6 months

Due date of filing of form MGT-7A for small company is 60 days from date of Annual General Meeting, for example for FY 2021-22 the due date will be 29th November, 2021 i.e 60 days from 30.09.2021

No. of Board Meeting to be held during the financial year by Small Company and OPC Company.

As per Section 173 of the Companies Act, 2013, a One Person Company, small company and dormant company shall be required to held at least one meeting of the Board of Directors in each half of a calendar year and the gap between the two meetings is not less than ninety days.

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