Guide On Filing MGT-7 – Form for Filing Annual Return of Company

Section 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:

• its registered office, principal business activities, particulars of its holding, subsidiary and associate companies;
• its shares, debentures and other securities and shareholding pattern;
• its indebtedness;
• its members and debenture-holders along with changes therein since the close of the previous financial year
• its promoters, directors, key managerial personnel along with changes therein since the close of the previous financial year;
• meetings of members or a class thereof, 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 compounding of offences and appeals made against such penalty or punishment;
• matters relating to certification of compliances, disclosures as may be prescribed;
• 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 NumberFees payable is subject to changes in pursuance of theActoranyruleorregulationmadeornotificationissuedthereunder.

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).

Regards

KK Singh
Prop - KK Sir's Classes
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