Do we need to file MGT 9 while doing ROC annual filing for FY 17-18

Do we need to file MGT 9 while doing ROC annual filing for FY 17-18 :

I have faced this query many times that do we need to file MGT 9 while doing ROC annual filing for FY 17-18 of the Company or not. Through this article, I have tried to analyze various provisions of Companies Act 2013 and Companies (Amendment) Act 2017to get answer to this question.

Legal Text

Section 134(3)(a) of Company Act 2013 is presented below for reference [Before Commencement of Companies (Amendment) Act 2017]

"There shall be attached to statements laid before a company in general meeting, a report by its Board of Directors, which shall include

(a) the extract of the annual return as provided under sub-section (3) of section 92"

Section 36 of Companies (Amendment) Act 2017 is presented below for reference:

Section 36 of Companies (Amendment) Act 2017 was notified on 31st July 2018 and clause (b) of Section 36 amended Section 134(3)(a) of Company Act 2013

Click here to read Notification notifying Section 36 of Companies (Amendment) Act 2017

As per this amendment Company has to give Link of Annual Return and not Extract of Annual Return which was MGT 9.

Section 134(3)(a) of Company Act 2013 is presented below for reference[After Commencement of Companies (Amendment) Act 2017]

"There 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"

Section 92(3) of Company Act 2013 is presented below for reference [Before Commencement of Companies (Amendment) Act 2017]

An extract of the annual return in such form as may be prescribed shall form part of the Board's report

Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, MGT 9 was filed with the Financial Reports of the company while doing ROC Annual filing.

Section 23 of the companies (Amendment) Act 2017 is presented below for reference :

Clause (ii) of Section 23 of companies (Amendment) Act 2017 was supposed to notify Section 92 of Company Act 2013. Now the Confusion here is that as of now only clause (iii) and (iv) of Section 23 Company (Amendment) Act 2017 have been notified and clause (ii) of Section 23 of companies (Amendment) Act 2017 has not been notified.

Conclusion :

Following conclusions can be drawn from above mentioned provisions :

• Section134(3)(a) of the Company Act 2013 and section 92(3) of Company Act 2013 are complementary to each other and should be read in conjunction with each other.
• Although 134(3)(a) of Company Act 2013 has been amended but section 92(3) of Company Act 2013 has still not been amended by Company (Amendment) Act 2017.
• As per my understanding this would mean that companies are still required to file MGT 9 while doing ROC annual filing of FY 17-18.
• Also more compliance is never harmful, and now when due date of annual filing is coming near, I would urge companies to keep this requirement in mind while doing there compliance.

I hope that you all got answer to the question of "Do we need to file MGT 9 while doing ROC annual filing for FY 17-18". For any queries please comment in the comment Section Given Below.

I would also like to thank CS Megha Goel who helped me in coming to this conclusion.

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