e-Form 21A

Under the Companies Act, 1956, companies had to file certain forms with the Registrar of Companies (ROC). One of the forms that the companies registered under the Companies Act, 1956 had to file with the ROC was their annual returns.

There were two forms to file the annual returns by the companies, i.e. form 20B and form 21A. However, after introducing the Companies Act, 2013, every company must file annual returns as per the Companies Act, 2013 and its Rules. 

Thus, currently, all companies except small companies and One Person Company (OPC) must file form MGT-7 every year, i.e. annual returns form under the Companies Act, 2013. The small companies and OPC must file their annual returns in form MGT-7A under the Companies Act, 2013.

Applicability of E-Form 21A Under Companies Act, 1956

Every company not having share capital should prepare and file an annual return, i.e., e-form 21A, within 60 days from the day on which the AGM (Annual General Meetings) was held.

Particulars of Filing E-Form 21A

Every company not having a share capital should file an annual return, i.e., e-form 21A containing the below particulars:

• CIN of the company 
• Company name, email, website and address
• Financial year to which the AGM relates
• Details of AGM held
• Number of persons who have become members ceased to be members since incorporation
• Number of members as of the AGM date
• Particulars of the total amount of company indebtedness
• Details of directors, secretary, manager and managing director as of the AGM date 
• Details of directors, secretary, manager and managing director who ceased to be associated with the company since the last AGM date
• Certification by the  Chartered Accountant, Company Secretary or Cost Accountant in practice
• Verification and digital signature by the director, secretary, manager or managing director

Documents Required to File e-Form 21A

• Annexure having particulars of the total amount of indebtedness as of the AGM date
• Annexure containing the list of present and past members, as per the prescribed format
• Optional attachments, if any

Annual Returns Under Companies Act, 2013

The Companies Act, 1956 was replaced by the Companies Act, 2013. Thus, every company registered under the Companies Act, 1956 must follow the provisions under the Companies Act, 2013. Accordingly, every company not having a share capital registered under the Companies Act, 1956 had to file their annual returns in the form provided under the Companies Act, 2013 and not e-form 21A.

The Companies Act, 1956 provided that the companies having a share capital had to file their annual returns in e-form 20B and the companies not having a share capital had to file their annual returns in e-form 21A. However, the Companies Act, 2013 and its Rules do not differentiate companies as having a share capital and a company not having a share capital. 

The Companies Act, 2013, provides two different annual returns, i.e., e-form MGT-7 and e-form MGT-7A. All companies that are not OPCs or small companies should file their annual returns in e-form MGT-7. OPCs and small companies should file their annual returns in e-form MGT-7A. The particulars to be stated by companies in their annual returns filed under the Companies Act, 2013 are as follows:

• Company principal business activities, particulars of its subsidiary, registered office, holding and associate companies
• Indebtedness of the company
• Debentures, share and other securities, and shareholding patterns
• Details of directors, key managerial personnel and promoters along with changes
• Details of debenture-holders and members, along with changes 
• Details of key managerial personnel and directors remuneration  
• Details of meetings of members or class, Board and its various committees 
• Penalty or punishment imposed on the company officers, company and directors 
• Details in respect of shares held on behalf or by the Foreign Institutional Investors 
• Such other matters as may be prescribed

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