CA Durgesh Kabra

CA Durgesh KabraSection 92(1) of the Companies Act, 2013 and rule 11(1) of the Companies (Management and Administration) Rules, 2014.

Every company shall prepare an annual return in the form MGT-7 containing the particulars as they stood on the close of the financial year regarding:

i. its registered office, principal business activities, particulars of its holding, subsidiary and associate companies;

ii. its shares, debentures and other securities and shareholding pattern;

iii. its indebtedness;

iv. its members and debenture-holders along with changes therein since the close of the previous financial year

v. its promoters, directors, key managerial personnel along with changes therein since the close of the previous financial year;

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

vii. remuneration of directors and key managerial personnel;

viii. 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;

ix. matters relating to certification of compliances, disclosures as may be prescribed;

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

Rule 11:

(1) Every company shall prepare its annual return in Form No. MGT.7.

(2) The annual return, filed by a listed company or a company having paid-up share capital of ten crore rupees or more or turnover of fifty crore rupees or more, shall be certified by a Company Secretary in practice and the certificate shall be in Form No. MGT.8.

Due Date for filing this form (Without additional fees):

In case of company other than OPC

60 days from AGM date or Calculated due date of AGM whichever is earlier

In case of one person company

60 days from financial year end date plus 6 months

Sr. No. Particulars Remarks
1 CIN/PAN Shall be Correct and Pre-fill it
2 Listed Details Yes/No and Pre-fill and select relevant exchange code
3 CIN of the Registrar and Transfer Agent CIN of registrar and transfer agent and select Pre-fill if not available can write manually
4 Financial year

 

Allowed only for the financial years starting on or after 1st April 2014.
5 AGM details (Refer Note 1) One Person Company – select Not applicable

Other than One Person Company – Yes or no

Write date of AGM and if Extension granted SRN of application

6 Business Activities Write all main activities undertaken (maximum 10rows) and specify the code for main activity (A1 to U1)
7 % of total turnover Ensure sum of the all activities shall be 100%
8 Holding, Subsidiary, Joint Ventures • Enter 0 if not having any

• Otherwise write numbers for each category’s and data rows will be available

• write CIN/FCRN

9 Share Capital

 

• Details of Share Break up

• Number of Classes and class of shares

• Any consolidation/spilt details

10 Shares/Debentures details • Transfer details

• Media in which details provided if > 10 transfers

• Separate sheets to attach in case comprehensive details are being provided under attachments.

• Previous AGM Date

• Date of Registration of the Transfer of Shares

11 Indebtedness including debentures (Outstanding at the end of financial year)

• total debentures, loans and deposits taken by the company

• 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 for each type of debentures

12 Securities (other than shares and debentures) details of securities other than shares and debentures with maximum up to twenty rows
13 Turnover and net worth of the company

Enter the total turnover of the company. The turnover can be zero unless specified previously in the field– Principal business activities of the company.

Enter the net worth of the company. Refer the clause 57 of section 2 of the Companies Act, 2013.

14 Share holding pattern

• Promoters and Public

• Total number of shareholders

• Details, Promoters, Members (other than promoters), Debenture holders

• Write number of securities at beginning additions deletions closing will get auto calculated

15 Composition of Board of Directors and Key Managerial Personnel

• Details of the board of directors

• Percentage of shares by them.

• directors and Key managerial personnel as on the closure of financial year and changes if any

16 Remuneration of directors and key managerial personnel NIL if not given
17 List of Share and Stake holders

Whether complete list of shareholders, debenture holders has been enclosed as an attachment

If data is high select No and submit to Jurisdictional Registrar in CD/Digital Media

18 Compliance of sub-section (2) of section 92, in case of listed companies Company Secretary( in whole time practice) details

Name

COP Number

Category

19 Attachments

• List of shareholders, debenture holders shall be mandatory in case of company having share capital and it has selected ‘Yes’ in field XIII ‘Whether complete list of shareholders, debenture holders has been enclosed as an attachment’

• Approval letter for extension of AGM; Shall be enabled and mandatory in case ‘Yes’ selected in field I.(viii)(c)

• Copy of MGT-8; shall be enabled and mandatory in case anything entered in field XIV.

• Optional Attachment(s), if any shall be mandatory in case ‘Yes’ selected in field 4(iii) ‘Separate sheet attached for details of transfers’.

20 Declaration Enter the Board resolution number and date of board resolution authorizing Filing Annual Return
21 Signatory – DSC

• Director and/or Company Secretary or Company Secretary in practice

• PAN/DIN/Membership Number or COP Number

Fees payable is subject to changes in pursuance of the Act or any rule or regulation made or notification issued there under.

Other things in the form are self explanatory.

NOTE: ALWAYS CHECK ONCE THE UPDATED VERSION OF FORMS UPLOADED BY MCA BEFORE FILING IT.

NOTE NO 1:

Case I: Form MGT-7 already Prescrutinised & Form AOC-4/AOC-4 XBRL being prescrutinised

Following dates are entered in the prescrutinised Form MGT-7

• Financial Year- 31.03.2015

• Actual date of AGM- 31.10.2015

• Due date of AGM- 30.09.2015

If you prescrutinise Form AOC-4/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 XBRL (30.09.15) is different from date entered in already prescrutinised form MGT-7 (31.10.2015). Hence if you proceed and prescrutinize Form AOC-4/AOC-4 XBRL, the pre scrutiny of Form MGT-7 will be rejected as it contains different AGM date compared to date entered in the form being prescrutinised.

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

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

In case you have already uploaded pre-scrutinized Form MGT-7 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 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-7 with the correct date (As entered in Form AOC-4/AOC-4 XBRL).

(Author can be reached at durgeshkabra@gmail.com)

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18 responses to “Guide On Filing MGT-7 – Form for Filing Annual Return of Company”

  1. aloke kayastha says:

    Dear Sir,
    I have a Pvt.Ltd company registered in the year of 2006. ROC was never followed due to lack of awareness.The registered office was left in the year of 2007. Current address was not sent to Registrar office. Now, company was struck off. How it revives.
    Note, Income tax has been filled all the years.

  2. vijaya lakshmi says:

    why in MGT-7 turnover is taking AUTOMATICALLY though CSR is not applicable

  3. Sourav Jaiswal says:

    Whether MGT-7 should be filed for One Person Company??

  4. Sourav Jaiswal says:

    Whether Form MGT 7 should be filed for One Person company??

  5. Sarita Baid says:

    Short term borrowings to be shown under Indebtness column of MGT-7 or not?

  6. vishwanath says:

    Company incorporated on 14/2/2014 first financial year ending on 31/3/2015, but MGT 7 takes the financial year only from 1/4/2014, and not from 14/2/2014, how to go about

  7. Manisha Saboo says:

    Can we show the entire holding in public category as according to the definition of promoter, any person who has control over the company is a promoter. In case the same is a director and does not hold any shares then what should be written in MGT 9?

  8. RISHABH BANSAL says:

    MY COMPANY IS HAVING PAID UP CAPITAL OF RS. 1,20,000.00 & TURNOVER OF RS 1,75,00,000.00 IN FY 2014-2015, WELL I AM REQUIRED GET MGT 7 SIGNED BY A CS(PRACTICING) OR NOT.

  9. chetan says:

    please tell what to write in MGT 7 if we don’t have CIN/FCRN of subsidiary or holding company ..Please suggest

  10. b chowdary says:

    good morning sir,

    thanking you

  11. Balram Sharma says:

    Hi Sir(s)

    can any body letme know the procedure of revising the MGT 7 form filed with ROC, there were some clarical mistake…about typing of authorised share capital

  12. Rohit Babbar says:

    How can I file a revised MGT 7, is there any other form for revising MGT 7 ?

  13. P.v.suubbarao says:

    Sir
    I assume that a PCS can sign mgt-7 of all companies but certification is regarding mgt-8 for a certain cos

    Kindly guide

    Regards
    P.v.suubbarao

    • RAO K V says:

      Form MGT7-PARA XI- Relates with compliance or non-compliance. Form MGT8 is relating to compliance of events with or without adverse remark/s and no need to cover the matters not required to report.But in MGT7,the Annual Return being a report to stakeholders, requires the details of non-compliance.Both can not be blindly signed.It requires professional home work and has value for the same. one must understand this clearly.

  14. P.v.suubbarao says:

    Dear sir
    Regarding signing of mgt-7 hope a PCS can sign irrespective of paid up capital of the company but certification is for only certain companies in mgt 8 ,kindly correct me

    Regards
    P.v.suubbarao
    Cs ,cma,m.com,m.b.a

  15. Debasis Dutta says:

    If AGM date is 30.09.2015, last date filing of MGT-7

  16. Vignesh says:

    Dear Sir/Mam,

    Please let me know in Form MGT 7 if Main business activity not available in code. What should we do… For eg We are doing Paint manufacturing but the same not available in Main business activity. So in this issue what will we do

  17. rajendar reddy says:

    good morning sir,
    Respected sir,i am Rajendar reddy .i have a problem arised in filling of form MGT-7 about date of the incorporation not enabled .please help me out.
    Thanking you sir,
    with warm regards,
    rajendar reddy

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