MGT 7 Annual Return Form: MGT 7 is an online or electronic form for enterprises to share particulars of annual returns with the Ministry of corporate affairs. The form is to be filed within 60 days of the company’s annual general meeting (AGM) which must be held on or before September 30. Hence, the due date to file MGT 7 is generally November 29. Importantly, all enterprises are required to file MGT 7 as per Section 11(1) of the Companies (Management and Administration) Rules, 2014 except one person companies (OPCs) and small companies for which MGT-7A form is mandatory.
As per the Companies Act, 2013, businesses with paid-up capital not exceeding Rs 4 crore and turnover not exceeding Rs 40 crore are defined as small companies. On the other hand, an OPC is a company set up by a single person who is involved as a member, acting as both a shareholder as well as a director even though the director count can go up to 15.
The MGT 7 form seeks particulars as they stood during the end of the particular financial year such as:
- Registered office, principal business activities, particulars of its holding, subsidiary and associate companies
- Shares, debentures and other securities and shareholding pattern
- Indebtedness
- Members and debenture-holders along with changes made there since the close of the previous financial year
- Promoters, directors, key managerial personnel along with changes therein since the end of the previous fiscal
- Meetings of members, board and its various committees along with attendance details
- Remuneration of directors and key managerial personnel
- Penalty or punishment imposed on the company, its directors or officers and details of offences and appeals made against such penalty or punishment
- Matters relating to certification of compliances and disclosures
- Shareholding pattern of the company
Here’s how to file MGT 7 form online:
- Visit mca.gov.in>MCA Services>Company Forms Download and click on ‘Form MGT-7′ to download the form
- The first part of the form seeks ‘Registration and Other Details’ including:
- Corporate Identification Number of the company
- PAN
- Name of the company
- Registered office address
- E-mail of the company
- Telephone Number with STD Code and website
- Date of Incorporation
- Whether the company is having share capital
- Whether shares are listed on recognised stock exchanges and details of stock exchanges where shares are listed
- AGM date
- The second part of the form seeks information about the ‘Principal Business Activities of the Company’:
- Number of Business Activities Undertaken; for example manufacturing wood and wood products, furniture, paper and paper products are activities
- Main Activity Group Code (activity codes based on NIC-2008 codes), for instance, manufacturing’s main activity group code is C, mining and quarrying’s code is B, trade’s code is G, etc.
- Business Activity Code – for instance, Wood and wood products, furniture, paper and paper products have C3 as the business activity code under manufacturing
- % of Turnover of the Company — enter the percentage of turnover of the company for each main activity undertaken
- The third part of the form requires details pertaining to ‘Particulars of Holding, Subsidiary and Associate Companies (Including Joint Ventures)’:
- No. of companies for which information is to be given — Enter the number of holding, subsidiary associate companies and joint ventures. Enter zero in case the company is not having any holding or subsidiary or associate or joint venture
- CIN /FCRN (foreign company registration number)
- Whether the company is Holding/Subsidiary/Associate/Joint Venture
- % of shares held for each of the holding, subsidiary, associate company or joint venture
- The fourth part of the form is about ‘Share Capital, Debentures and Other Securities of the Company’:
- Share Capital and details such as equity share capital, preference share capital, unclassified share capital, the breakup of paid-up share capital
- Number of Classes of Shares
- Class of Shares
- Total Amount in Shares
- Details of stock split/consolidation during the year for each class of shares
- Details of shares/Debentures Transfers since the closure date of the last financial year
- Date of Previous AGM
- Date of Registration of Transfer
- Indebtedness including debentures
- Details of outstanding debentures
- Securities (other than shares and debentures)
- The fifth part of the form is about ‘Turnover and Net Worth of the Company’:
- Turnover
- Net worth of the company
- The sixth part is about details ‘Shareholding pattern’:
- Shares held by promoter shareholders and the total number of promoter shareholders
- Shares held by non-promoter shareholders and the total number of non-promoter or public shareholders
- Number of foreign institutional investors
- The seventh part of the form requires details about the number of promoters, non-promoter members and debenture holders at the beginning and end of the year
- The eighth part seeks details related to:
- Shares held by the board of directors
- Details of directors and Key managerial personnel as of the closure of the financial year
- Particulars of change in director(s) and key managerial personnel during the year (appointment or cessation or change in designation)
- The ninth part requires information on the number of meetings convened such as board meetings, committee meetings, attendance of directors
- The tenth part asks for the remuneration of directors and key managerial personnel; in case there is no remuneration, select the NIL option
- The eleventh part requires attachment of the list of shareholders, debenture holders
- The twelfth part is about the name, certificate of practice number and associate/fellowship details of the company secretary in whole-time practice certifying the annual return in case of listed companies
- The company secretary can check the filled form, digitally sign it and submit it.
The fee for filing MGT 7 is based on the nominal share capital of a company. For 0-1 lakh nominal share capital, the fee is Rs 200; for 1 lakh — 4,99,999 share capital, the fee is Rs 300; 5 lakh to 24,99,999, the fee is Rs 400; 25 lakh to 99,99,999, the fee is Rs 500; and over 1 crore, the fee is Rs 600.
In case of delay in submitting the form, the company has to pay 2x of the fee payable if the delay is up to 30 days, if the delay is more than 30 days and up to 60 days, the amount payable is 4x of fee. Likewise, the charges levied are 6x of the fee payable if the delay is 60-90 days, 10x if the delay is 90-180 days and 12x in case of 180-270 days of delay. Moreover, a penalty of Rs 100 per day is levied additionally for the delay in filing the form.