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Part I Law(s) Governing the eForm MGT-7A

Section and Rule Number(s)

Pursuant to Section 92(1) of the Companies Act, 2013 and rule 11(1) of the Companies (Management and Administration) Rules, 2014. (Refer Annexure A)

Purpose of the eForm MGT-7A

Every OPC and small company shall prepare an annual return in the form MGT-7A containing the particulars as they stood on the close of the financial year, wherever applicable, regarding:

a) its registered office, principal business activities, particulars of its associate companies;

b) its shares, debentures and other securities and shareholding pattern;

c) its promoters, members and debenture-holders along with changes therein since the close of the previous financial year

d) meetings of members or a class thereof, Board and its various committees along with attendance details;

e) remuneration of directors;

f) 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;

g) matters relating to certification of compliances, disclosures as may be prescribed;

h) Shareholding pattern of the company; and such other matters as required in the form.

Part II Instructions to fill the eForm MGT-7A

Specific Instructions to fill the eForm MGT-7A at Field Level

Instructions to fill the eForm are tabulated below at field level. Only important fields that require detailed instructions to be filled in eForm are explained. Self-explanatory fields are not discussed.

S. No/

Section Name

Field Name Instructions
I REGISTRATION AND OTHER DETAILS
1

 

 

 

 

 

(i) to

(v)

 

 

 

 

Corporate        Identity

Number (CIN) of the company

 

 

 

 

Enter a valid CIN.

·     On  clicking    the   Pre-Fill   button,     system             will
automatically display the name, address of the registeredoffice, email    ID   of the     company     (if available),
Telephone number with STD Code (if available), Date of incorporation and other details like Type, Category, Sub-category and whether company is having Share capital.

·   In case there is any change in the email ID and
telephone number, enter the new details.

· Enter the website of the company

· In case any other detail so prefilled is different as on

the financial year end date entered then the same can be modified. However, changes would be taken up in MCA records based on the relevant eForm filing.

I (i) Permanent Account Number (PAN) of the company Enter a valid PAN of the company as allotted by the Income Tax Department.
I (vi) Whether the form is filed for

– OPC

– Small Company

Select whether the company is an OPC or Small company as at the financial year end for which the form is being filed.
I (vii) Financial year

(From date and

To date)

Enter the start and end dates of the financial year for which the annual return is being filed. Filing is allowed if financial year end date is after 1st April 2014.

Make sure that financial year entered is as per the applicable provisions of the Companies Act, 2013 and rules made thereunder.

I (viii) Details of AGM The details of AGM shall be provided in case of a small company.

Select whether AGM was held. If yes is selected, enter the details of AGM, such as date of AGM and due date of AGM.

If any extension for AGM was granted, enter the SRN of the application form filed for extension, extended due date of AGM after grant of extension and the reasons for such extension.

In case One Person Company, fields w.r.t AGM would not be applicable.

System validates the date of AGM, due date of AGM and extended due date of AGM (if any) are same as specified in other annual filing e-Form AOC-4 or eform AoC-4 NBFC or e-Form AOC-4XBRL if already filed for the entered financial year.

Let us go through the below examples for better understanding of what is stated above.

Case I: Form MGT-7A already Pre-scrutinised & Form AOC-4/AoC-4 NBFC/ AOC-4 XBRL being pre-scrutinised

Following dates are entered in the pre-scrutinised Form MGT-7A

· Financial Year- 31.03.2015

· Actual date of AGM- 31.10.2015

· Due date of AGM- 30.09.2015

If you pre-scrutinise Form AOC-4/AoC-4 NBFC/ AOC-

4 XBRL with the following dates:

· Financial Year- 31.03.2015

· Actual date of AGM- 30.09.2015

· Due date of AGM- 30.09.2015

Please note that actual date of AGM entered in form AOC-4/AoC-4 NBFC/ AOC-4 XBRL (30.09.15) is different from date entered in already pre-scrutinised form MGT-7A (31.10.2015). Hence if you proceed and pre-scrutinize Form AOC-4/AoC-4 NBFC/ AOC-4 XBRL, the pre scrutiny of Form MGT-7A will be rejected as it contains different AGM date compared to date entered in the form being pre-scrutinised.

You will have to pre-scrutinise form MGT-7A again with the correct date (As mentioned in Form AOC-4/AoC-4 NBFC/ AOC-4 XBRL) for the same financial year.

Case II: Form MGT-7A already uploaded & Form AOC-4/AoC-4 NBFC/ AOC-4 XBRL is being uploaded

In case you have already uploaded pre-scrutinized Form MGT-7A with following dates:

Financial Year- 31.03.2015

Actual date of AGM- 31.10.2015

Due date of AGM- 30.09.2015

At the time of uploading already pre-scrutinized Form AOC-4/AoC-4 NBFC/ AOC-4 XBRL with following dates:

Financial Year- 31.03.2015

Actual date of AGM- 30.09.2015

Due date of AGM- 30.09.2015

System shall prompt you for discrepancy with a message that the AGM Date/Due AGM Date/Extended AGM Date filled in the form is different from that of filled in earlier uploaded annual filing form. Please do a revised filing of the same in order to file this form. Therefore, in this case you have to first do the revised filing of Form MGT-7A with the correct date (As entered in Form AOC-4/AoC-4 NBFC/ AOC-4 XBRL).

II PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY
Number of

business activities

Enter the number of business activities undertaken by the company.

Based on the number of business activities undertaken entered, the table to enter details of the business activities will be populated with maximum ten rows. In

case activities are more than ten then complete
particulars may be provided under optional attachment.

 

 

 

 

Main Activity group code

 

Activity codes are based upon NIC-2008 codes. It is advisable to refer the same in case of any concern.

Select from available options in the drop-down list. Refer Annexure C given in this document to select the

relevant main activity group code.

Based on the main activity group code selected, the

description of main activity group is displayed.

Business Activity Code Select from available options in the drop-down list. Refer Annexure C given in this document to select the

relevant business activity code.

Based on the business activity code selected, the

description of business activity code is displayed.

% of turnover of the company Enter the % of turnover of the company for each main activity undertaken. Ensure sum of all % entered in this column is at least 50% if activities are not more than ten. In case activities are more than ten then particulars of the activities having highest turnover should be provided first.

Make sure that details of the activities contributing 10% or more of the turnover are provided.

III III. PARTICULARS OF ASSOCIATE COMPANIES (INCLUDING JOINT VENTURES) (not applicable for OPC)
No. of Companies for which information is to be given Enter the number of associate companies and joint ventures. You can enter zero in case company is not having any associate or joint venture.

Based on the number entered here, the table to enter the details of the associate companies and joint ventures will be populated subject to maximum of 99. In case details for more companies are to be provided, attach complete particulars under optional attachment.

List ‘Joint ventures’ as per the Companies Act, 2013.

CIN /FCRN Enter the CIN /FCRN of the associate companies and joint ventures (if available).

On clicking the Pre-Fill ALL button, system will automatically display the name of the associate companies and joint ventures. Else, to be manually entered. Please make sure that such company is already having a valid CIN/FCRN.

Associate / Joint

Venture

Select whether the company is associate company or joint venture. Select from available options in the drop-down list.
% of shares held Enter the percentage of shares held for each of the associate company or joint venture.
IV SHARE CAPITAL, DEBENTURES AND OTHER SECURITIES OF THE COMPANY
(i) SHARE CAPITAL Entire block will be applicable and enabled only in case the company is having share capital.

Enter the details of share capital for:

(a) Equity share capital

(b) Preference share capital

(c) Unclassified share capital (not applicable for OPC)

(d) Break-up of paid-up share capital (not applicable for OPC)

(i) (a), (i) (b) Number of classes Enter the classes of shares. You can enter up to maximum ten classes of each kind of share capital. Based on the number entered here, the tabular format to enter details of respective type of class of shares will be populated.
(i) (a), (i) (b) Class of shares In each table, enter details of unique type of same class of shares.
(i) (a), (i) (b) Total amount of shares (in rupees) Total authorized and issued capital will be auto-calculated based on the number of shares and nominal value per share entered.

Enter the total subscribed and paid-up capital manually.

(i)          (d) Break-up of paid-up share capital (not applicable for OPC) In case of small company, provide break-up of paid-up capital.
(ii) 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)* (not applicable for OPC)

Select the ‘NIL’ option only if shares or debentures or stocks were never transferred during the entire financial year.
Details being provided in a CD/Digital Media Yes cannot be selected here. Use the option to attach separate sheet for details of transfers.
Separate sheet attached for details of transfers Select the option for attaching the separate sheet having details of transfers in case comprehensive details are being provided under attachments.

Format of details to be attached is same as details asked in the e-form.

Date of Previous

AGM

Enter the date of any previous AGM (if applicable). Date entered should be same as the AGM date mentioned in Annual return filed (if any) for just preceding financial year. This is optional to enter.
Date of Registration of Transfer Enter the details of transfer of shares/debentures/stocks including transferor and transferee details. Once the details are entered in first table, then the next table will be generated subject to maximum ten. It would be optional to enter details in subsequent generated blocks. In case transferor or transferee is other than ‘individual’, then enter the complete name in first name field. Ledger folio number would be optional in case of transfer of stocks.
(iii) Debentures (Outstanding as at the end of financial year) Enter the details of the total debentures taken by the company which is outstanding as on the financial year end date.
Details of debentures Enter the details of total outstanding debentures at the beginning of the year, increases and decreases during the year and the final number of debentures outstanding at the end of the year.

Provide these details for each type of debentures issued by the company.

(iv) Securities (other than shares and debentures) (not applicable for OPC) In case of a small company, enter the details of

securities other than shares and debentures. Based on the number entered here maximum up to twenty rows would be populated in a tabular format for entering the details of the securities.

V Turnover and net worth of the company (as defined in the Companies Act, 2013)
(i) Turnover Enter the turnover of the company. The turnover can be zero unless specified previously in the field– Principal business activities of the company. [Refer clause (91) of section 2 of the Companies Act, 2013].
( ) Net worth of the Company Enter net worth of the company. [Refer clause (57) of section 2 of the Companies Act, 2013].
VI (a) SHARE HOLDING PATTERN – Promoters (not applicable for OPC) In case of small company, enter details of shares held by promoter shareholders. Enter the details separately for Equity and Preference shareholders. Percentage of shares in each row would be calculated based on the sum of respective type of shares entered in both the tables: Shareholding pattern – Promoters and Shareholding pattern – Public/other than promoters i.e. percentage calculation happens based upon the total number of equity shares or preference shares as applicable.
Total number of

shareholders (promoters)

Enter the total number of promoter shareholders.
(b) SHARE

HOLDING

PATTERN –

Public/Other than

promoters

(not applicable for OPC)

In case of small company, enter details of shares held by non-promoter shareholders. Enter the details separately for Equity and Preference shareholders.

Percentage of shares in each row would be calculated based on the sum of respective type of shares entered in both the tables: Shareholding pattern – Promoters and Shareholding pattern – Public/other than promoters i.e. percentage calculation happens based upon the total number of equity shares or preference shares as applicable.

Total number of

shareholders (other than promoters)

Enter the total number of public/other than promoter shareholders.
VII NUMBER OF PROMOTERS, MEMBERS, DEBENTURE HOLDERS Enter the number of promoters, non-promoter members

and debenture holders.

Provide the number separately:

· At the beginning of the year

· At the end of the year

VIII MEETINGS OF MEMBERS/CLASS OF

MEMBERS/BOARD/COMMITTEES OF THE BOARD OF DIRECTORS

A. MEMBERS/CLASS /REQUISITIONED/CLB /NCLT/COURT CONVENED MEETINGS (not applicable for OPC) Based on the number entered, details of maximum twelve meetings can be entered. For more details, attach the complete particulars under optional attachment.
B. BOARD MEETINGS (not applicable for OPC) Enter the number of board meetings held during the financial year. Based on the number entered, details of minimum one and maximum twelve meetings can be entered. For more details, attach the complete particulars under optional attachment.
C. ATTENDANCE OF DIRECTORS (not applicable for OPC) Enter the DIN of directors along with details of their attendance in Board and Committee meetings. Maximum of 15 director details can be provided here.
IX REMUNERATION OF DIRECTORS Select NIL option in case no remuneration has been given during the entire financial year. Refer clause (78) of the section 2 of the Companies Act, 2013 for the purpose of remuneration.
Attachments ·       List of shareholders, debenture holders – Mandatory in case of company having share capital.

·       Approval letter for extension of AGM. – Mandatory in case ‘Yes’ selected in field I.(viii)(c).

·       List of Directors – Mandatory in case form is filed for small company.

·       Optional Attachment(s) – Mandatory in case ‘Yes’ selected in field IV(ii) ‘Separate sheet attached for details of transfers’.

Declaration I am authorized by the ………………..

2. All the required attachments have been completely and legibly attached to this form.

 

Enter the resolution number and date authorizing the signatory to sign, give declaration and submit the eForm.

 

To be digitally signed by

Director

 

DSC Ensure the form is digitally signed by the Director of the company.

The person should have registered his/her DSC with MCA by using the following link (www.mca.gov.in). If not already register, then please register before signing this form.

Disqualified Director should not sign the form.

  DIN of the director Enter the approved DIN of the director signing the eForm.

 

Common Instructions to fill eForm

Buttons Particulars
Pre-Fill The Pre-fill button can appear more than once in an eForm. The button appears next to a field that can be automatically filled using the MCA database.

Click this button to populate the field.

Note: You are required to be connected to the Internet to use the Pre-fill functionality.

Attach

 

Click this document to browse and select a document that needs to be attached to the eForm. All the attachments should be scanned in pdf format. You have to click the attach button corresponding to the document you are making an attachment.

In case you wish to attach any other document, please click the optional attach button.

Remove Attachment

 

You can view the attachments added to the eForm in the List of attachment field.

To remove any attachment from the eForm, select the attachment in the List of attachment field and click the Remove attachment button.

Check Form

 

 

 

 

1.     Click the Check Form button after, filling the eForm. System performs form level validation like checking if all mandatory fields

are filled.   System displays the errors and provides you an opportunity to correct errors.

0.   Correct the highlighted errors.

2.     Click the Check Form button again and. system will perform form
level validation once again. On successful validations, a message is displayed “Form level pre scrutiny is successful”.

Note: The Check Form functionality does not require Internet connectivity.

Modify

 

 

 

 

 

The Modify button is enabled, after you have checked the eForm using the Check Form button.

To make changes to the filled and checked form:

1.   Click the Modify button.

2.   Make the changes to the filled eForm.

3.   Click the Check Form button to check the eForm again.

Pre scrutiny

 

1.     After checking the eForm, click the Pre-scrutiny button. System performs some checks and displays errors, if any.

4.   Correct the errors.

Part III – Important Points for Successful Submission of eForm MGT-7A

Fee Rules

S. No Purpose  of the form Normal Fee Additional Fee  (Delay
Fee)
Logic for Additional Fees Remarks
Event Date Time   limit

(days)     for

filing

1. In case of company other than OPC The Companies (Registration offices and Fees) Rules, 2014- Annexure B AGM     date              or Calculated due date of AGM whichever is earlier 60 days
2. In case of One person

company

The Companies (Registration offices and Fees) Rules, 2014-Annexure B Financial year end date plus 6 months (30th September) 60 days

Fee payable is subject to changes in pursuance of the Act or any rule or regulation made or notification issued thereunder.

eForm MGT-7A- Form for filing annual return by OPCs Small company

Processing Type

The eForm will be processed in STP mode.

Email

The status of request is sent to user via email at the end of the day of processing the same. This is sent on the email id of the company.

Annexure A

Section 92(1): Every company shall prepare a return (hereinafter referred to as the annual return) in the prescribed form containing the particulars as they stood on the close of the financial year regarding—

(a) its registered office, principal business activities, particulars of its holding, subsidiary and associate companies;

(b) its shares, debentures and other securities and shareholding pattern;

(c) [Omitted]

(d) its members and debenture-holders along with changes therein since the close of the previous financial year;

(e) its promoters, directors, key managerial personnel along with changes therein since the close of the previous financial year;

(f) meetings of members or a class thereof, Board and its various committees along with attendance details;

(g) remuneration of directors and key managerial personnel;

(h) 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;

(i) matters relating to certification of compliances, disclosures as may be prescribed;

(j) details, as may be prescribed, in respect of shares held by or on behalf of the Foreign Institutional Investors [Omitted]; and

(k) such other matters as may be prescribed,

and signed by a director and the company secretary, or where there is no company secretary, by a company secretary in practice:

Provided that in relation to One Person Company and small company, the annual return shall be signed by the company secretary, or where there is no company secretary, by the director of the company.

Provided further that the Central Government may prescribe abridged form of annual return for “One Person Company, small company and such other class or classes of companies as may be prescribed.

(2) The annual return, filed by a listed company or, by a company having such paid-up capital and turnover as may be prescribed, shall be certified by a company secretary in practice in the prescribed form, stating that the annual return discloses the facts correctly and adequately and that the company has complied with all the provisions of this Act.

Rule 11:

(1) Every company shall file its annual return in Form No.MGT-7 except One Person Company (OPC) and Small Company. One Person Company and Small Company shall file annual return from the financial year 2020-2021 onwards in Form No.MGT-7A.

Annexure B

Fee for filing (in case of company having share capital)

Nominal Share Capital Fee applicable
Less than 1,00,000 Rupees 200
1,00,000 to 4,99,999 Rupees 300
5,00,000 to 24,99,999 Rupees 400
25,00,000 to 99,99,999 Rupees 500
1,00,00,000 or more Rupees 600

Fee for filing (in case of company having share capital)

Additional fee

Following table of additional fees shall be applicable for delays in filing of annual returns or balance sheet/financial statement under the Companies Act, 1956 or the Companies Act, 2013 beyond 30/06/2018:

Sl. No. Period of delay Additional fee payable (in Rs.)
01 Delay  beyond    period    provided under Section 92(4) of the Act Hundred per day
02 Delay  beyond    period    provided  under Section 137(1) of the Act Hundred per day

In addition to the above, the following table of additional fees shall be applicable for delays in filing of belated annual returns or balance sheet/financial statement under the Companies Act, 1956 or the Companies Act, 2013 up to 30/06/2018:

Sl. No. Period of delay Additional fee payable (in Rs.)
1 Up to 30 days 2 times of normal filing fees
2 More than 30 days and up to 60 days 4 times of normal filing fees
3 More than 60 days and up to 90 days 6 times of normal filing fees
4 More than 90 days and up to 180 days 10 times of normal filing fees
5 Beyond 180 days 12 times of normal filing fees

Annexure C

Business Activity Code List

Main Activity group code Description of Main Activity group Business Activity Code Description of Business Activity
A Agriculture, forestry, fishing A1 Production of crops and animals
A2 Forestry and logging
A3 Fishing and aquaculture
A4 Support activities to agriculture and Other Activities including hunting
B Mining and quarrying B1 Mining of Coal and lignite
B2 Extraction of Crude Petroleum & Natural gas
B3 Mining of Metal Ores
B4 Other Mining & Quarrying Activities
B5 Mining Support Services activities
C Manufacturing C1 Food, beverages and tobacco products
C2 Textile, leather and other apparel products
C3 Wood and wood products, furniture, paper and paper products
C4 Printing, reproduction of recorded media
C5 Coke and refined petroleum products
C6 Chemical and chemical products, pharmaceuticals, medicinal chemical and botanical products
C7 Metal and metal products
C8 Plastic products, non-metallic mineral products, rubber products, fabricated metal products
C9 Computer, electronic, Communication and scientific measuring & control equipment
C10 Electrical equipment, General Purpose and Special purpose Machinery & equipment, Transport equipment
C11 Motor vehicles, trailers, semi trailers and other Transport Vehicles
C12 Repair & installation of machinery & equipment, motor vehicles
C13 Other manufacturing including jewellery, musical instruments, medical instruments, sports goods, etc. activities
D Electricity, gas, steam and air condition supply D1 Electric power generation, transmission and distribution
D2 Manufacture of gas, distribution of gaseous fuels
D3 Steam and air conditioning supply
E Water supply, sewerage and waste management E1 Water collection, treatment and supply
E2 Sewerage
E3 Waste collection, treatment and disposal activities, materials recovery and Other waste management services
F Construction F1 Buildings
F2 Roads, railways, Utility projects
F3 Demolition & site preparation, Electrical, plumbing & other Specialized construction Activities
G Trade G1 Wholesale Trading
G2 Retail Trading
H Transport and storage H1 Land Transport via Road
H2 Land transport via Railways & Pipelines
H3 Water transport
H4 Air transport
H5 Services incidental to land, water & air transportation
H6 Warehousing and storage
H7 Postal & Courier activities
I Accommodation and Food Service I1 Accommodation services provided by Hotel, Inns, Resorts, holiday homes, hostel, etc.
I2 Food and beverage services provided by hotels, restaurants, caterers, etc.
J Information and

communication

J1 Publishing of Newspapers, Books, periodicals, etc. activities
J2 Publishing of computer operating systems, system software, application software, games, etc.
J3 Motion picture, video and television programme production, sound recording and music publishing activities
J4 Broadcasting and programming activities
J5 Wired, wireless or satellite Telecommunication activities
J6 Computer programming, consultancy and related activities
J7 Data processing, hosting and related activities; web portal
J8 Other information & communication service activities
K Financial and insurance Service K1 Banking activities by Central, Commercial and Saving banks
K2 Activities by Trusts, funds and other financial holding companies
K3 Life/Non-life Insurance and Reinsurance activities
K4 Pension Fund activities
K5 Financial and Credit leasing activities
K6 Fund Management Services
K7 Financial Advisory, brokerage and Consultancy Services
K8 Other financial activities
L Real Estate L1 Real estate activities with own or leased property
L2 Real estate activities on fee or contract basis
M Professional, Scientific and Technical M1 Legal activities
M2 Accounting, book keeping and auditing activities, tax consultancy
M3 Management consultancy activities
M4 Architecture, engineering activities, technical testing and analysis activities
M5 Scientific research and development
M6 Advertising and market research
M7 Specialized Design & Photographic activities
M8 Veterinary activities
M9 Other professional, scientific and technical activities
N Support service to

Organizations

N1 Rental and leasing of motor vehicles, machinery, equipment, capital goods, etc. activities
N2 Placement agencies and HR management services
N3 Travel agency and tour operators
N4 Security and investigation activities
N5 Housekeeping & maintenance service
N6 Office administrative and other business activities including call centers, organising conventions, collection agencies, packaging activities etc.
N7 Other support services to organizations
O Public Services by Government agencies O1 Administration relating to Executive, Legislation and other public service by government agencies
O2 Regulation of healthcare, education, cultural and other social services
O3 Administration of activities relating to Foreign affairs, Defence, public order, compulsory social security, etc.
P Education P1 Primary & Secondary Education services
P2 Higher education, technical & vocational education
P3 Sports, recreation, cultural and other education
P4 Educational support services
Q Hospital and Medical Care Q1 Hospital activities
Q2 Medical and dental practice, Nursing, pathology, blood bank services, etc.
Q3 Residential Nursing care activities
Q4 Residential care for elderly, disabled and other ailments
Q5 Counselling, welfare, referral activities without accommodation for elderly and disabled
Q6 Other Hospital and Medical Care Activities
R Arts, entertainment and recreation R1 Creative, arts and entertainment activities
R2 Library, archives, museums and other cultural activities.
R3 Gambling & betting activities
R4 Sports, amusement and recreation activities
S Personal and Household service S1 Activities of membership organisations
S2 Repair of computers and personal and household goods
S3 Washing and cleaning of textile and fur products, Hair dressing and other beauty treatment
S4 Other Personal service activities
T Goods and service producing activities of households for own use T1 Activities of households as employers of domestics personnel
T2 Undifferentiated goods and service producing activities of households for own use
U Activities of extraterritorial organizations and bodies U1 Activities of extraterritorial organizations such as UN and its agencies, IMF, World Bank, OPEC, European Commission, etc.

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