Form 21A: Complete Guide to Annual Return Filing by a Company Not Having Share Capital
Form 21A is a legacy web form filed under the Companies Act, 1956, used to file the annual return of a company not having share capital with the Registrar of Companies. It is governed by Section 160 of the Companies Act, 1956.
Every company not having share capital must prepare its annual return containing particulars as they stood on the AGM date and file it via Form 21A within 60 days from the AGM (or the latest date by which it ought to have been held). The return covers the registered office address, the list of members with dates of joining/ceasing since the previous AGM, particulars of directors/managing directors/managers/secretaries, and an annexure of total indebtedness as of the AGM date.
Note: Form 21A relates to the repealed Companies Act, 1956. It remains relevant only for historical/pending compliance under that Act; annual returns under the current regime are filed using Form MGT-7/MGT-7A under the Companies Act, 2013.
Who Should File Form 21A / When is it Filed
Every company not having share capital must file its annual return in Form 21A within 60 days from the date of the AGM. If the AGM is not held, the 60-day period is computed from the date on which the AGM was due to be held.
Important Checkpoints Before Filing
- Applicant must be registered as a Business User on the MCA portal
- The company must be registered with MCA and hold a valid CIN
- The signing authority must hold a valid, non-expired, non-revoked DSC, registered on the MCA portal against the DIN/PAN/Membership number provided
- The number of members must not be NIL
- If validation of Form 21A is complete for the same financial year end date for which another Form 21A has already been filed/approved/pending, the system will prompt for possible duplicate filing
- If validation of any other annual filing webform (23AC/23AC-XBRL/66) is complete but not filed, proceeding with this webform will nullify the other webform’s validation
- The date of AGM, due date of AGM, and extended due date of AGM (if any) must match those specified in Form 23AC/23AC-XBRL/66 for the same financial year end date
- Directors/Managing Director/manager/secretary entered in field 7 must be signatories of the company under the selected designation as on the AGM date (or latest due date)
- Minimum directors required in field 7: 2 for a private company, 3 for a public company, 5 for a Producer Company
- Maximum number of members (50) applies for a private company as on the AGM date (or latest due date), per field 5(d)
- Dates entered (other than due date of AGM fields) must be less than or equal to the system date
- If the financial year end date entered is not 30 June/30 September/31 December/31 March, a confirmation prompt is displayed
Step-by-Step Filing Process
Option 1:
- Access the MCA homepage
- Login to MCA portal with valid credentials
- Select MCA Services → Company e-Filing → Companies Act 1956 Forms
- Access Form-21A
- Enter CIN information
- Fill up the application
- Save the webform as a draft (optional)
- Submit the webform and note the SRN
- Affix the DSC
- Upload the DSC-affixed PDF on MCA portal
- Pay Fees
- Receive acknowledgement
Option 2: Access Form 21A via the MCA homepage search bar, then follow the same login, CIN-entry, fill, submit, DSC, upload, and payment steps as above.
Signing Requirements
- Digitally signed by an authorised signatory with a valid, non-expired, non-revoked DSC registered against their DIN/PAN/Membership number
- Certification by a practicing Company Secretary (Certificate of Practice number) or Chartered Accountant/Cost Accountant (Membership number), where applicable
Fee Structure
Normal Fee
Companies not having share capital: ₹200 flat
Additional (Delay) Fee — Event date: AGM date/due date (whichever earlier); time limit: 60 days
For delays beyond 30 June 2018:
| Delay | Fee |
|---|---|
| Beyond period under Section 92(4) of the (2013) Act | ₹100 per day |
| Beyond period under Section 137(1) of the (2013) Act | ₹100 per day |
For belated filings up to 30 June 2018:
| Period of Delay | Additional Fee |
|---|---|
| Up to 30 days | 2× normal fee |
| More than 30 up to 60 days | 4× normal fee |
| More than 60 up to 90 days | 6× normal fee |
| More than 90 up to 180 days | 10× normal fee |
| More than 180 days | 12× normal fee |
Processing Mode
Form 21A is processed in STP mode — taken on record electronically without further processing. There is no provision for resubmission.
Useful Links
Frequently Asked Questions (FAQs)
Q1. Who must file Form 21A? Every company not having share capital, in respect of its annual return under Section 160 of the Companies Act, 1956.
Q2. What is the filing deadline? Within 60 days from the AGM date, or from the date the AGM was due if not held.
Q3. How many members can a private company have for the purpose of this filing? A maximum of 50 members, excluding employees and past employees, as on the AGM date or latest due date.
Q4. What is the minimum number of directors required to be reported? 2 for a private company, 3 for a public company, and 5 for a Producer Company.
Q5. Is Form 21A processed automatically? Yes, it is processed in STP mode with no provision for resubmission.
Disclaimer
This article is based on the official Instruction Kit published by the Ministry of Corporate Affairs (MCA), Government of India. While every effort has been made to ensure accuracy, the content is intended for general guidance purposes only. MCA forms, rules, and fee structures are subject to change through amendments to the Companies Act, 2013 or notifications issued thereunder.
In case of any inconsistency or doubt, readers are advised to refer to the official MCA helpkit and resources available on MCA website.