MGT-7 & MGT-7A: FILING OF ANNUAL RETURN OF COMPANIES

Every company needs to file an annual return of the company with the registrar of companies (ROC). The annual return contains all the information related to the shareholders, directors, debenture holders, and shareholding pattern as of the last day of the financial year.

Every company incorporated under the Companies Act, 2013 or any other previous Companies Act other than OPC and the small company shall file its annual return in e-Form MGT-7 with the ROC. OPC and the small company shall file their annual return in e-Form MGT-7A with the ROC.

Applicability of MGT-7?

Every Private and Public company incorporated under the Companies Act, 2013 or any other previous Companies Act shall mandatorily file its annual return in e-Form MGT-7. 2.

Why MGT-7 is filed?

Every Public and Private company shall disclose the following particulars in e-Form MGT-7.

1. Details of registered office, CIN, principal business activities, PAN, particulars of its holding, subsidiary, and associate companies (including joint ventures).
2. Date and due date of AGM, whether any extension is granted or not.

3. Details of share capital, debentures, and securities other than shares and debentures.

4. Details of turnover and net worth of the company.

5. Details of shareholding pattern of the company and number of shareholders.

6. Details of directors and key managerial personnel and any changes therein.

7. Details of meetings of members/class of members/board/committees of the board of directors.

8. Details of remuneration of directors and key managerial personnel.

9. Details of matters related to certification of compliances and disclosures.

10. Details of penalties and punishment if any.

The director of the company having a valid DSC and DIN must sign the e-form MGT-7 and the same shall be signed by the company secretary of the company or company secretary in practice. The e-form MGT-7 can be downloaded from the MCA Portal under the ‘Annual filling e-forms’ category.

 What are the attachments of MGT-7?

List of shareholders, and debenture holders.

1. Approval letter for extension of AGM (if extension granted).

2. Copy of MGT-8 (if applicable).

3. Any other attachment as may be required.

4. Note: MGT-8 is a certification provided by a practicing company secretary on the company’s annual return.

Applicability of MGT-8

Following companies are required to get their annual return certified by a practicing company secretary in MGT-8:

1. Every listed company or

2. Every company having paid-up share capital of 10 crore or more or

3. Every company having turnover of 50 crore or more.

What is the purpose of filing MGT-7A?

Every OPC and the small company shall disclose the following particulars in e-Form MGT-7A.

1. Details of registered office, CIN, principal business activities, PAN, and particulars of its associate companies (including a joint venture).

2. Details of AGM, in case the case of small companies.

3. Details of debentures, shares, and other securities.

4. Details of the shareholding pattern.

5. Details of turnover and net worth of the company.

6. Details of its member, promoters, and debentures-holders along with changes since the close of the previous financial year.

7. Details of material related to certification of disclosure and compliances and disclosure.

8. Details of meetings of members or a class, Board meetings, and various committees, along with attendance details

9. Details of remuneration of directors.

10. Details of penalties and punishment if any.

What is the due date of MGT-7?

The e-Form MGT-7 must be filed within sixty days from the date on which AGM is held or within sixty days from the due date of AGM.

Applicability of MGT-7A?

Every OPC and the small company incorporated under the Companies Act, 2013 or any other previous Companies Act shall mandatorily file its annual return in e-Form MGT-7A.

What is a small company?

Sub-section (85) of section 2 of the Companies Act, 2013 defines small companies as companies other than public companies having:

• Paid up share capital not exceeding Rs 2 crore or such specified higher amount which shall not be more than 10 crore.
• A turnover not exceeding Rs 20 crore or a specified higher amount shall not be more than Rs 100 crore.

However, the following companies are not small companies:

• A subsidiary or holding company.
• A company registered under section 8 of the Companies Act, 2013.
• A body corporate or company is governed by a special act.

Note: An OPC is a company with one member and the same member can also be the company’s director.