Benaz M Kerawalla

Yet again elongation of dates… Ever since the new MGT-7 has been introduced; there has been prevailing number of confusions in filing MGT-7.

The said form is governed by Section 92(1) of the Companies Act, 2013 read with rule 11(1) of the Companies (Management and Administration) Rules, 2014, and is the Annual Return filed by every company for their respective financial year.

Due to the erroneous version of the form, MCA vide General circular No. 15/2015 dated 30th November, 2015 had to extend the last date of filing from 30th November, 2015 to 31st December, 2015 as per the request of various stakeholders. This was the second protraction given to the stake holders the first being provided already on 28th October, 2015 vide General circular No. 14/2015. This was subsequent to the amendment of the form vide notification dated 16th November, 2015, the Companies (Management and Administration) Third Amendment Rules, 2015 which shall come into force on the date of their publication in the Official Gazette.

In this update we have tried to compare and clarify the changes made in the form.

Comparison

Below is the comparison between the old and the latest version of e-form-MGT-7.

S. N.
Point No. of the Form
Particulars
MGT-7 as on 29-10-2015
Older Version
MGT – 7 as on 17-11-2015
New Version
Comments
Clarification provided in Help kit as on 17-11-2015
1
I (vi)
Whether shares listed on recognized Stock Exchange(s)
Not Mentioned
(a) Details of stock exchanges where shares are listed
(b) CIN of the Registrar and Transfer Agent
Name of the Registrar and Transfer Agent
Registered office address of the Registrar and Transfer Agents
Addition of sub-points (a) and (b)
2
I (viii)
Whether Annual General Meeting (AGM) held
Not mentioned
(d) If yes, provide the Service Request Number (SRN) of the application form filed for extension
(e) Extended due date of ACM after grant of extension
(f) Specify the reasons for not holding the same
Addition of sub-points (d) (e) and (f)
3
IV (iii)
Details of share/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)
Date of Registration of Transfer of Shares
Date of Registration of Transfer
The word ‘shares’ is not mentioned in the new version
4
IV (iii)
Details of share/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)
Number of Shares/ Debentures Transferred
Amount per Share (in Rs.)
Number of shares Debenture/units Transferred
Amount per Share/debenture/units (in Rs.)
Addition of the word ‘units’ in new version
Additions of words ‘debenture’ and ‘unit’.
5
IV (iii)
Details of share/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)
Date of Registration of Transfer of Shares
Date of Registration of Transfer
Deletion of the word ‘shares’ in the latest version.
Further to the change – incase of more than ten transfer of shares, debentures and stocks the details should be provided in a CD/Digital media acceptable to the jurisdictional in ROC format
6
IV (iv)
Indebtedness including debentures (Outstanding as at the end of financial year)
Secured Loans excluding deposits
Secured Loans (including interest outstanding/accrued but not due for Payment) excluding deposits
Clarification given
7
IV (iv)
Indebtedness including debentures (Outstanding as at the end of financial year)
Unsecured Loans excluding deposits
Unsecured Loans (including interest outstanding/accrued but not due for Payment) excluding deposits
Clarification given
8
V (i)
Turnover and net worth of the company (as defined in the Companies Act, 2013
Total Turnover
Turnover
Deletion of the word ‘Total’
• If activities less than ten sum entered should be atleast 50%, in case of more than ten then particulars of the activities having highest turnover should be provided. The activities contributing 10% or more of the turnover should be provided.
• Refer clause (91) of section 2 of the companies Act, 2013
9
VI (a)
SHARE HOLDING PATTERN – Promoters
Indian and Foreign
Equity and Preference
Change in particulars of the table/Replacing the columns Indian and Foreign with Equity and Preference
10
VI (a)
SHARE HOLDING PATTERN – Promoters
Total number of shareholders
Total number of shareholders (promoters)
Specification of total no. of shareholders which are promoters
Enter details separately of equity shares and preference shares held by promoter shareholders. Percentage calculation happens based upon the total no. of equity and preference shares as applicable
11
VI (b)
SHARE HOLDING PATTERN
Indian and Foreign
Equity and Preference
Replacing the columns Indian and Foreign with Equity and Preference
12
VI (b)
SHAREHOLDING PATTERN
Total number of shareholders
Total number of shareholders (Other than promoters)
Specification of total no. of shareholders which are not promoters
13
VI (b)
SHARE HOLDING PATTERN
Total number of shareholders (Promoters +Public)
Total number of shareholders (Promoters + Public/Other than promoters)
Addition of words ‘other than promoters’
Enter details separately of equity shares and preference shares held by non–promoter shareholders. Percentage calculation happens based upon the total no. of equity and preference shares as applicable
14
VI c
Details of Foreign institutional investors’ (FIIS) holding shares of the company
Not mentioned
Details of Foreign institutional investors’ (FIIS) holding shares of the company
Additional point
Particulars of each FII’s is a must, date and country of incorporation are optional to mention
15
VII
NUMBER OF PROMOTERS, MEMBERS, DEBENTURE HOLDERS Details
As at the beginning of the year, Addition during the year ,Cessation during the year and As at the end of the year
At the beginning of the year and At the end of the year
Deletion of two columns
Enter the no. of promoters, non-promoter members and debenture holders.
16
IX A.
MEETINGS OF MEMBERS/CLASS OF MEMBERS/BOARD/COMMITTEES OF THE BOARD OF DIRECTORS
% of total shareholding
%of total shareholding of attended members
Replacing attendance in % of total shareholding with % of shareholding of attended members
17
IX B.
BOARD MEETINGS
% of attendance
as % of total directors
Replacing attendance in % of attendance with % of total directors
18
IX C.
COMMITTEE MEETINGS
% of total shareholdings
as % of total members
Replacing attendance in % of total shareholdings with % of total members
19
IX D.
ATTENDANCE OF DIRECTORS
No. of Meeting attended
Number of Meeting which director was entitled to attend
Addition- ‘which director was entitled to attend’
20
IX D
ATTENDANCE OF DIRECTORS
Whether attended last AGM held on
Whether attended AGM held on
Deletion of the  word ‘last’
21
XI
MATTERS RELATED TO CERTIFICATION OF COMPLIANCES AND DISCLOSURES
A. CERTIFICATION OF COMPLIANCES
Whether company has made all compliances and disclosures during the year
If No, give details along with the reasons and supporting documents
A. Whether the company has made compliances and disclosures in respect of applicable Provisions of the Companies Act, 2013 during the year.
B. lf No, give reasons/observations
Specifying whether the company has made all compliances and disclosures under Companies Act 2013 and substituted Para into two points

Other Clarification provided in the Help kit as on 17-11-2015

  • Point II the Principle Business Activity- If more than ten then complete particulars may be provided under optional attachment.
  • Main activity group code – codes are based upon NIC-2008
  • Point II Particulars of Holding, Subsidiary and Associate Companies (including Joint Ventures) – the details entered should be of, maximum 99 companies. In case of more, details of complete particulars should be attached as optional attachment also the list of joint ventures should be provided.
  • Point VIII (B) (i) Particulars of change in KMP’s during the year- Details of maximum thirty persons can be provided, for more details attach the complete particulars as optional attachments.
  • Point VIII (B) (ii) Particulars of change in KMP’s during the year – Details of maximum twenty persons can be provided, in case of appointment or cessation or change in designation of directors and KMP’s. For more details, attach the complete particulars as optional attachments

Signing of the Annual Return

According to Section 92 (1) a Small company and one person company’s Annual Return has to be signed by Company Secretary or where no Company Secretary by Director. In case of others it has to be signed by Director and Company secretary or where there is no Company Secretary, by a Company Secretary in practice.

Certification of Annual Return

The Annual Return should be certified in the Form No. MGT-8 as mentioned under sub-section (2) of section 92 of the Act read with rule 11(2) of the Companies (Management and Administration) Rules, 2014. The Annual Return of a listed company or of a company having a paid up share capital of Rs. 10 crores or more or turnover of Rs. 50 crores or more shall be certified by a company secretary in whole time practice.

Conclusion

With the form getting revised for the third time, MCA had to relax the additional fees payable on e-forms AOC4, AOC (CFS) AOC-4 XBRL and e- Form MGT-7 upto 30.12,2015, wherever additional fee is applicable.

(Author is associated with Vinod Kothari & Co. and can be reached at benaz@vinodkothari.com )

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Tags : Companies Act (1961) Companies Act 2013 (1733)

0 responses to “MGT-7 – A never ending confusion…”

  1. Vishnu says:

    Very elaborate note, thank you very much for your effort.

    As per General circular No. 15/ 2015 issued by MCA dated 30/11/2015 last date of filing e-form MGT-7, AOC-4 is 30/12/2015 and not 31/12/2015 (as mentioned in your article). Kindly rectify the same

  2. B.Chakrapani Warrier says:

    Read. Thanks.

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