Filing of MGT-7A under the Companies Act, 2013

Filing of MGT-7A under the Companies Act, 2013. Annual compliance is a statutory obligation for every registered company under the Companies Act, 2013. One of the most important aspects of such compliance is the filing of the Annual Return, which provides a snapshot of a company’s general information, shareholding structure, management, and other key disclosures. To streamline the compliance burden for small-scale entities, the Ministry of Corporate Affairs (MCA) introduced a separate annual return Form MGT-7A exclusively for One Person Companies (OPCs) and small companies, effective from the financial year 2020–21.
Legal Framework
Governing Provisions
The filing of annual returns by companies is governed by Section 92 of the Companies Act, 2013 and Rule 11(1) of the Companies (Management and Administration) Rules, 2014. Rule 11 was amended by the Companies (Management and Administration) Amendment Rules, 2021, which introduced Form MGT-7A as an abridged version of Form MGT-7 for OPCs and small companies.
Purpose of MGT-7A
The form is meant to simplify compliance for smaller entities by reducing the quantum of disclosures and documentation. It captures a summary of key company information as it stands at the end of the financial year and must be digitally submitted to the Registrar of Companies (ROC).
Applicability of E-Form MGT-7A
The filing of the Annual Return is a statutory compliance mandated under Section 92 of the Companies Act, 2013. To ease the compliance burden for smaller entities, the Ministry of Corporate Affairs (MCA) introduced an abridged version of the annual return form Form MGT-7A exclusively for One Person Companies (OPCs) and small companies. This simplified form captures key information required by the Registrar of Companies (ROC) while excluding exhaustive disclosures mandated for larger companies. Which companies are eligible to file Form MGT-7A is important to ensuring lawful and compliant operations.
Eligible Companies for Filing Form MGT-7A
The e-Form MGT-7A is exclusively applicable to the following categories of companies incorporated under the Companies Act, 2013:
One Person Companies (OPCs)
An OPC is a unique business structure introduced to encourage individual entrepreneurship with a corporate framework. As the name suggests, an OPC has only one member/shareholder. This type of company allows a single person to enjoy the advantages of limited liability, perpetual succession, and a separate legal entity. Moreover, the sole member of an OPC can also serve as its sole director, simplifying governance and decision-making. Given their size and simplicity, OPCs are permitted to file their annual return in Form MGT-7A instead of the more complete Form MGT-7.
Small Companies
The second category eligible to file Form MGT-7A includes small companies. The definition of a small company is provided under Section 2(85) of the Companies Act, 2013. A small company is a private company that meets the following financial thresholds:

The paid-up share capital of the company does not exceed Rs.4 crores (this was earlier Rs.2 crores before the threshold was revised).

The turnover, as per the Profit and Loss Account of the immediately preceding financial year, does not exceed Rs.40 crores (earlier Rs.20 crores).

It is important to note that both conditions must be fulfilled simultaneously for a company to qualify as a small company. The classification helps the MCA to distinguish smaller entities from large corporate bodies and provides them with a less stringent compliance regime.
To know more about difference between public and private company read – link
Exceptions: Companies Not Treated as Small Companies
While the financial thresholds mentioned above may suggest that many companies could qualify as small companies, the Companies Act explicitly excludes certain types of entities from being classified as small companies, regardless of their capital or turnover. These exceptions are as follows:
Holding or Subsidiary Companies
Any company that is either a holding company (one that controls another company) or a subsidiary company (one that is controlled by another company) is excluded from the definition of a small company, irrespective of its financial figures. This exclusion is based on the assumption that such companies form part of larger corporate groups and may have access to greater resources or corporate infrastructure.
Section 8 Companies
Companies that are registered under Section 8 of the Companies Act, 2013, are formed for promoting commerce, art, science, sports, education, research, social welfare, religion, charity, or any other useful object. These companies operate without a profit motive and are prohibited from paying dividends to their members. Owing to their distinct regulatory and operational framework, Section 8 companies are also excluded from being treated as small companies, even if they meet the capital and turnover thresholds.
Companies Governed by Special Acts
Entities that are governed by any special legislation or statute, such as insurance companies, banking companies, or companies established under acts like the SEBI Act, RBI Act, etc., are outside the scope of the definition of small company. The rationale behind this exclusion lies in the separate compliance frameworks that apply to such companies under their respective governing laws, which are often more complex and sector-specific than the provisions of the Companies Act.
Objective of Filing Form MGT-7A
Annual return filing is one of the most important statutory obligations of a registered company under the Companies Act, 2013. To simplify this process for smaller entities, the Ministry of Corporate Affairs (MCA) introduced Form MGT-7A, which is an abridged version of the standard annual return (Form MGT-7). This section explains the underlying objectives and rationale for introducing and using Form MGT-7A, especially for One Person Companies (OPCs) and small companies.
A Self-Contained Annual Disclosure Instrument
Form MGT-7A functions as a self-contained disclosure tool that enables companies to declare key information about their structure, operations, and compliance status to the Registrar of Companies (ROC) in a concise format. The form covers essential corporate information such as the company’s shareholding structure, capital details, members and promoters, turnover, net worth, and board-related disclosures. This annual filing serves as an official record of the company’s position as of the close of the financial year, ensuring that the government maintains updated and reliable data on corporate entities in India.
Ensuring Statutory Compliance and Governance
One of the primary objectives of Form MGT-7A is to validate and document compliance with corporate governance norms. It acts as a legal declaration that the company is complying with the provisions of the Companies Act, 2013 and other applicable regulations. The form contains a section that requires certification of compliance and disclosures. This self-certification is critical because it promotes accountability and transparency, and companies are required to furnish reasons for any non-compliance.
Additionally, filing Form MGT-7A within the prescribed timeline is a legal requirement under Section 92, and non-compliance attracts financial penalties. Hence, the form helps maintain corporate discipline and ensures that companies remain legally compliant year after year.
Transparency for Stakeholders and Regulators
Another key objective of Form MGT-7A is to promote transparency and accessibility of corporate information for multiple stakeholders. These include:

Government regulators such as the Ministry of Corporate Affairs and tax authorities.

Investors and shareholders, who may want to verify the company’s legal standing.

Creditors and financial institutions conducting due diligence.

Analysts, auditors, and legal professionals.

By mandating the submission of this form to the MCA and often requiring it to be displayed on the company’s website (if any), the government ensures that even smaller entities adhere to a basic level of disclosure, thereby strengthening trust in the corporate ecosystem.
Simplified Filing for OPCs and Small Companies
The introduction of Form MGT-7A was guided by the principle of ease of doing business and reducing the compliance burden on small businesses. OPCs and small companies, by their nature, have simpler organizational structures, fewer members, and limited financial transactions compared to larger companies. Requiring such entities to file the exhaustive Form MGT-7 created unnecessary complexity and compliance cost.
Form MGT-7A addresses this concern by presenting an abridged format that excludes non-applicable sections such as:

Details of key managerial personnel (KMPs)

Complete meeting attendance of committees

Public shareholding structure (in the case of OPCs)

MGT-8 (Certification by Practising Company Secretary)

Despite being simplified, the form retains all important statutory disclosures related to ownership, financial status, directors, and penalties, ensuring that the integrity and accountability of small companies are not compromised. This balanced approach enables these companies to focus on growth while staying compliant, aligning with the government’s mission to support startups and small-scale businesses.
Basic Company Information
This section of Form MGT-7A requires the company to disclose its foundational details. It includes the Corporate Identification Number (CIN), name of the company, and its registered office address. The company must also provide its contact details, such as a valid email ID, and website (if available). Additionally, the Permanent Account Number (PAN) allotted by the Income Tax Department must be specified. These particulars help uniquely identify the company and establish its basic identity in the records of the Ministry of Corporate Affairs (MCA).
Details of Annual General Meeting (AGM)
For small companies, the form requires the mention of the date on which the Annual General Meeting (AGM) was held. However, in the case of One Person Companies (OPCs), the AGM requirement is not applicable as per the Companies Act, 2013. Hence, OPCs are exempted from furnishing AGM-related information in the form. This distinction ensures compliance based on the nature and size of the company.
Capital Structure of the Company
The form mandates the disclosure of the company’s capital structure during the financial year. This includes the number and class of equity and preference shares issued, along with any debentures or other financial instruments. If there were any instances of share transfers during the financial year, those transactions must also be captured. This provides clarity on changes in the ownership or investment structure of the company.
Shareholding Pattern
Form MGT-7A further requires an outline of the shareholding pattern, particularly for small companies. It includes details such as the number of shareholders classified as promoters and members of the public, along with their respective percentage holdings. This section helps stakeholders assess control, ownership concentration, and corporate democracy. It is important to note that this requirement is not applicable to OPCs, as they have only one member.
Turnover and Net Worth
The form also seeks a declaration of the company's gross turnover and net worth, based on the latest audited financial statements. This financial snapshot provides regulatory authorities and stakeholders with insights into the company’s economic health, scale of operations, and compliance with thresholds applicable to small companies.
Details of Members, Promoters, and Debenture Holders
As part of the ownership and investment profile, the company is required to state the total number of its members, promoters, and debenture holders at the end of the financial year. In addition, the form seeks information regarding any increase or decrease in these figures since the previous financial year. This helps track changes in the company’s stakeholder base.
Board and Committee Meetings, and Attendance
Another critical disclosure is related to the governance structure through meetings conducted during the financial year. For small companies, the form requires details of Board Meetings, Committee Meetings (if any), and the Annual General Meeting. It must also mention the attendance of directors in these meetings. However, this requirement does not extend to OPCs, given their single-member structure and exemption from holding such formal meetings under the law.
Remuneration Paid to Directors
Companies must disclose the total remuneration paid to their directors during the financial year. This includes salaries, bonuses, sitting fees, and any other form of managerial compensation. Such transparency ensures accountability in the utilization of the company’s funds and enables regulatory oversight of managerial remuneration.
Penalties and Punishments Imposed
If the company or its officers have been subjected to any penalties or punishments by regulatory bodies under the Companies Act or other laws during the reporting year, such incidents must be disclosed in Form MGT-7A. In addition, details of compounding of offences, if any, must also be recorded. This promotes corporate accountability and reveals any lapses in compliance.
Disclosure of Statutory Compliance
Finally, the form requires the company to declare that it has complied with all applicable provisions of the Companies Act, 2013. If there are any instances of non-compliance, the company must specify the reasons for such failure. This affirmation acts as a certification of statutory integrity and reinforces the importance of adherence to corporate laws.
Attachments to Form MGT-7A
The form must be submitted with the following mandatory and optional attachments:

S. No.

Attachment

List of shareholders and debenture holders

List of directors (mandatory for small companies)

Approval letter for AGM extension (if applicable)

Optional attachments, if any

Unlike Form MGT-7, Form MGT-7A does not require the attachment of MGT-8 (Certificate by a Practicing Company Secretary).
Signing and Certification of MGT-7A
Authorized Signatories
The form must be digitally signed by the Company Secretary, if the company has one or in the absence of a CS, it must be signed by the director of the company. The signatory must declare that they are authorized by the Board that the information furnished is true, correct, and complete.
Digital Signature Certificate (DSC)
A valid Digital Signature Certificate (DSC) is mandatory for the signatory to validate the form on the MCA portal.
Due Date for Filing MGT-7A
Statutory Deadline- As per Section 92(4) of the Companies Act the annual return must be filed within 60 days from the date of AGM or within 60 days from the date on which the AGM should have been held, in case it is not conducted.
Practical Timeline- The due date for holding AGM is 30th September following the end of the financial year therefore, the last date for filing MGT-7A is 29th November each year, unless extended.
Penalty for Non-Filing of Form MGT-7A
Failure to file Form MGT-7A within the due date attracts penalties under the Act.
Late Filing Fee- A penalty of Rs.100 per day of default is levied with no cap or maximum limit has been prescribed.
Additional Consequences- The company and its officers may become liable for further penal consequences under Section 92(5). It also impacts the company's compliance status on the MCA portal and may result in disqualification of directors for prolonged non-compliance.
Comparative Analysis: MGT-7 vs. MGT-7A

Particulars

Form MGT-7

Form MGT-7A

Applicability

All companies except OPCs and small companies

Only OPCs and small companies

Certification by PCS (MGT-8)

Mandatory if applicable

Not required

Shareholding Pattern

Mandatory

Not required for OPCs

Details of KMPs

Mandatory

Not required

Meetings and Attendance

Required

Not applicable to OPCs

Directors’ and KMP remuneration

Full disclosure

Only directors’ remuneration required

Attachments

4 (including MGT-8)

3 (no MGT-8; includes director list)

Filing Procedure on MCA Portal

Download Form: Access the MCA website → MCA Services → E-Filing → Company Forms Download → Select “Annual Filing forms” → Download Form MGT-7A.

Fill the Form: Enter all relevant details, attach required documents, and verify.

Affix DSC: Apply DSC of director or company secretary.

Upload: Log in to the MCA portal using company credentials → Upload the form under “Upload eForms”.

Pay Fees: Based on the company’s capital, the prescribed filing fee will be auto calculated.

Acknowledgement: Upon successful submission, the system will generate an SRN (Service Request Number) and acknowledgement receipt.

Conclusion
The introduction of Form MGT-7A marks a progressive step by the Ministry of Corporate Affairs in reducing compliance burdens for small businesses and OPCs without compromising on statutory transparency. The form serves as a simplified version of MGT-7, carefully tailored to exclude non-applicable sections for smaller entities. Timely filing of MGT-7A not only ensures compliance but also protects companies from penalties and reputational risks. As corporate governance gains increasing importance in India’s business ecosystem, adherence to annual return obligations through MGT-7A becomes a cornerstone of lawful and responsible business conduct. 
Frequently Asked Questions (FAQs)
Q1. What is the difference between Form MGT-7 and MGT-7A? 
Ans. Form MGT-7 is the standard annual return form used by all companies except OPCs and small companies, whereas Form MGT-7A is a simplified, abridged version specifically introduced for One Person Companies (OPCs) and Small Companies to reduce their compliance burden.
Q2. Is it mandatory for an OPC or small company to file Form MGT-7A every year? 
Ans. Yes, it is mandatory for all eligible companies (OPCs and small companies) to file Form MGT-7A annually, within 60 days from the date of the Annual General Meeting (AGM), or in the case of OPCs, within 60 days from the date of approval of financial statements.
Q3. Can a company voluntarily choose to file MGT-7 instead of MGT-7A? 
Ans. No, eligible companies must file only the applicable form. If the company qualifies as an OPC or small company under Section 2(85), it is required to file Form MGT-7A and not Form MGT-7.
Q4. How can a company determine its eligibility for filing MGT-7A every year? 
Ans. Eligibility is determined based on the company’s financial figures for the immediately preceding financial year. If the paid-up share capital is up to Rs.4 crores and the turnover is up to Rs.40 crores, and the company is neither a holding/subsidiary, Section 8, nor governed by a special Act, it may be considered a small company.
Q5. Does the exemption from conducting an AGM apply only to OPCs or to small companies too? 
Ans. Only OPCs are exempt from holding an Annual General Meeting. Small companies are still required to hold an AGM and disclose its details in Form MGT-7A.
Q6. What happens if there is a delay or failure to file MGT-7A? 
Ans. Delayed filing attracts additional fees as per Rule 12 of the Companies (Registration Offices and Fees) Rules, 2014. Continuous non-compliance may also attract penalties under Section 92 of the Companies Act, 2013.
Q7. Do OPCs need to report information about board meetings and director attendance in MGT-7A? 
Ans. No, such disclosures are not applicable to OPCs. Only small companies are required to report on board meetings, committee meetings, and attendance records.
Q8. Is certification by a practicing professional required in Form MGT-7A? 
Ans. For OPCs and small companies, professional certification is not mandatory under MGT-7A unless otherwise notified. However, companies may choose to get it verified voluntarily or if instructed by the ROC in specific cases.
Q9. What financial year data must be used while filling MGT-7A? 
Ans. The data filled in MGT-7A must pertain to the financial year immediately preceding the date of filing, supported by the audited financial statements of the company.
Q10. Can a small company that becomes a public company during the year still file MGT-7A? 
Ans. No. If a small company converts into a public company, Section 2(85) disqualifies it from being a small company. Hence, such a company must file Form MGT-7 instead of MGT-7A.
Q11. Are there any software or tools available for preparing and filing Form MGT-7A? 
Ans. Yes, Form MGT-7A is an e-Form available on the MCA portal. It can be downloaded and filled using the MCA utility, signed using a Digital Signature Certificate (DSC), and uploaded back through the portal.
Q12. Does the turnover and capital limit for small companies apply cumulatively or individually? 
Ans. Both conditions paid-up capital not exceeding Rs.4 crores and turnover not exceeding Rs.40 crores must be satisfied simultaneously for a company to qualify as a small company.
Q13. If a company has not held any board meetings in the financial year, what should it report in MGT-7A? 
Ans. If the company is an OPC, reporting is not applicable. If it is a small company, the absence of board meetings must be clearly disclosed, along with appropriate reasoning if required, to ensure compliance transparency.

Annual compliance is a statutory obligation for every registered company under the Companies Act, 2013. One of the most important aspects of such compliance is the filing of the Annual Return, which provides a snapshot of a company’s general information, shareholding structure, management, and other key disclosures. To streamline the compliance burden for small-scale entities, the Ministry of Corporate Affairs (MCA) introduced a separate annual return Form MGT-7A exclusively for One Person Companies (OPCs) and small companies, effective from the financial year 2020–21.

Legal Framework

Governing Provisions

The filing of annual returns by companies is governed by Section 92 of the Companies Act, 2013 and Rule 11(1) of the Companies (Management and Administration) Rules, 2014. Rule 11 was amended by the Companies (Management and Administration) Amendment Rules, 2021, which introduced Form MGT-7A as an abridged version of Form MGT-7 for OPCs and small companies.

Purpose of MGT-7A

The form is meant to simplify compliance for smaller entities by reducing the quantum of disclosures and documentation. It captures a summary of key company information as it stands at the end of the financial year and must be digitally submitted to the Registrar of Companies (ROC).

Applicability of E-Form MGT-7A

The filing of the Annual Return is a statutory compliance mandated under Section 92 of the Companies Act, 2013. To ease the compliance burden for smaller entities, the Ministry of Corporate Affairs (MCA) introduced an abridged version of the annual return form Form MGT-7A exclusively for One Person Companies (OPCs) and small companies. This simplified form captures key information required by the Registrar of Companies (ROC) while excluding exhaustive disclosures mandated for larger companies. Which companies are eligible to file Form MGT-7A is important to ensuring lawful and compliant operations.

Eligible Companies for Filing Form MGT-7A

The e-Form MGT-7A is exclusively applicable to the following categories of companies incorporated under the Companies Act, 2013:

One Person Companies (OPCs)

An OPC is a unique business structure introduced to encourage individual entrepreneurship with a corporate framework. As the name suggests, an OPC has only one member/shareholder. This type of company allows a single person to enjoy the advantages of limited liability, perpetual succession, and a separate legal entity. Moreover, the sole member of an OPC can also serve as its sole director, simplifying governance and decision-making. Given their size and simplicity, OPCs are permitted to file their annual return in Form MGT-7A instead of the more complete Form MGT-7.

Small Companies

The second category eligible to file Form MGT-7A includes small companies. The definition of a small company is provided under Section 2(85) of the Companies Act, 2013. A small company is a private company that meets the following financial thresholds:

The paid-up share capital of the company does not exceed Rs.4 crores (this was earlier Rs.2 crores before the threshold was revised).
The turnover, as per the Profit and Loss Account of the immediately preceding financial year, does not exceed Rs.40 crores (earlier Rs.20 crores).

To know more about difference between public and private company read – link

Exceptions: Companies Not Treated as Small Companies

While the financial thresholds mentioned above may suggest that many companies could qualify as small companies, the Companies Act explicitly excludes certain types of entities from being classified as small companies, regardless of their capital or turnover. These exceptions are as follows:

Holding or Subsidiary Companies

Any company that is either a holding company (one that controls another company) or a subsidiary company (one that is controlled by another company) is excluded from the definition of a small company, irrespective of its financial figures. This exclusion is based on the assumption that such companies form part of larger corporate groups and may have access to greater resources or corporate infrastructure.

Section 8 Companies

Companies that are registered under Section 8 of the Companies Act, 2013, are formed for promoting commerce, art, science, sports, education, research, social welfare, religion, charity, or any other useful object. These companies operate without a profit motive and are prohibited from paying dividends to their members. Owing to their distinct regulatory and operational framework, Section 8 companies are also excluded from being treated as small companies, even if they meet the capital and turnover thresholds.

Companies Governed by Special Acts

Entities that are governed by any special legislation or statute, such as insurance companies, banking companies, or companies established under acts like the SEBI Act, RBI Act, etc., are outside the scope of the definition of small company. The rationale behind this exclusion lies in the separate compliance frameworks that apply to such companies under their respective governing laws, which are often more complex and sector-specific than the provisions of the Companies Act.

Objective of Filing Form MGT-7A

Annual return filing is one of the most important statutory obligations of a registered company under the Companies Act, 2013. To simplify this process for smaller entities, the Ministry of Corporate Affairs (MCA) introduced Form MGT-7A, which is an abridged version of the standard annual return (Form MGT-7). This section explains the underlying objectives and rationale for introducing and using Form MGT-7A, especially for One Person Companies (OPCs) and small companies.

A Self-Contained Annual Disclosure Instrument

Form MGT-7A functions as a self-contained disclosure tool that enables companies to declare key information about their structure, operations, and compliance status to the Registrar of Companies (ROC) in a concise format. The form covers essential corporate information such as the company’s shareholding structure, capital details, members and promoters, turnover, net worth, and board-related disclosures. This annual filing serves as an official record of the company’s position as of the close of the financial year, ensuring that the government maintains updated and reliable data on corporate entities in India.

Ensuring Statutory Compliance and Governance

One of the primary objectives of Form MGT-7A is to validate and document compliance with corporate governance norms. It acts as a legal declaration that the company is complying with the provisions of the Companies Act, 2013 and other applicable regulations. The form contains a section that requires certification of compliance and disclosures. This self-certification is critical because it promotes accountability and transparency, and companies are required to furnish reasons for any non-compliance.

Additionally, filing Form MGT-7A within the prescribed timeline is a legal requirement under Section 92, and non-compliance attracts financial penalties. Hence, the form helps maintain corporate discipline and ensures that companies remain legally compliant year after year.

Transparency for Stakeholders and Regulators

Another key objective of Form MGT-7A is to promote transparency and accessibility of corporate information for multiple stakeholders. These include:

Government regulators such as the Ministry of Corporate Affairs and tax authorities.
Investors and shareholders, who may want to verify the company’s legal standing.
Creditors and financial institutions conducting due diligence.
Analysts, auditors, and legal professionals.

Simplified Filing for OPCs and Small Companies

The introduction of Form MGT-7A was guided by the principle of ease of doing business and reducing the compliance burden on small businesses. OPCs and small companies, by their nature, have simpler organizational structures, fewer members, and limited financial transactions compared to larger companies. Requiring such entities to file the exhaustive Form MGT-7 created unnecessary complexity and compliance cost.

Form MGT-7A addresses this concern by presenting an abridged format that excludes non-applicable sections such as:

Details of key managerial personnel (KMPs)
Complete meeting attendance of committees
Public shareholding structure (in the case of OPCs)
MGT-8 (Certification by Practising Company Secretary)

Basic Company Information

This section of Form MGT-7A requires the company to disclose its foundational details. It includes the Corporate Identification Number (CIN), name of the company, and its registered office address. The company must also provide its contact details, such as a valid email ID, and website (if available). Additionally, the Permanent Account Number (PAN) allotted by the Income Tax Department must be specified. These particulars help uniquely identify the company and establish its basic identity in the records of the Ministry of Corporate Affairs (MCA).

Details of Annual General Meeting (AGM)

For small companies, the form requires the mention of the date on which the Annual General Meeting (AGM) was held. However, in the case of One Person Companies (OPCs), the AGM requirement is not applicable as per the Companies Act, 2013. Hence, OPCs are exempted from furnishing AGM-related information in the form. This distinction ensures compliance based on the nature and size of the company.

Capital Structure of the Company

The form mandates the disclosure of the company’s capital structure during the financial year. This includes the number and class of equity and preference shares issued, along with any debentures or other financial instruments. If there were any instances of share transfers during the financial year, those transactions must also be captured. This provides clarity on changes in the ownership or investment structure of the company.

Shareholding Pattern

Form MGT-7A further requires an outline of the shareholding pattern, particularly for small companies. It includes details such as the number of shareholders classified as promoters and members of the public, along with their respective percentage holdings. This section helps stakeholders assess control, ownership concentration, and corporate democracy. It is important to note that this requirement is not applicable to OPCs, as they have only one member.

Turnover and Net Worth

The form also seeks a declaration of the company's gross turnover and net worth, based on the latest audited financial statements. This financial snapshot provides regulatory authorities and stakeholders with insights into the company’s economic health, scale of operations, and compliance with thresholds applicable to small companies.

Details of Members, Promoters, and Debenture Holders

As part of the ownership and investment profile, the company is required to state the total number of its members, promoters, and debenture holders at the end of the financial year. In addition, the form seeks information regarding any increase or decrease in these figures since the previous financial year. This helps track changes in the company’s stakeholder base.

Board and Committee Meetings, and Attendance

Another critical disclosure is related to the governance structure through meetings conducted during the financial year. For small companies, the form requires details of Board Meetings, Committee Meetings (if any), and the Annual General Meeting. It must also mention the attendance of directors in these meetings. However, this requirement does not extend to OPCs, given their single-member structure and exemption from holding such formal meetings under the law.

Remuneration Paid to Directors

Companies must disclose the total remuneration paid to their directors during the financial year. This includes salaries, bonuses, sitting fees, and any other form of managerial compensation. Such transparency ensures accountability in the utilization of the company’s funds and enables regulatory oversight of managerial remuneration.

Penalties and Punishments Imposed

If the company or its officers have been subjected to any penalties or punishments by regulatory bodies under the Companies Act or other laws during the reporting year, such incidents must be disclosed in Form MGT-7A. In addition, details of compounding of offences, if any, must also be recorded. This promotes corporate accountability and reveals any lapses in compliance.

Disclosure of Statutory Compliance

Finally, the form requires the company to declare that it has complied with all applicable provisions of the Companies Act, 2013. If there are any instances of non-compliance, the company must specify the reasons for such failure. This affirmation acts as a certification of statutory integrity and reinforces the importance of adherence to corporate laws.

Attachments to Form MGT-7A

The form must be submitted with the following mandatory and optional attachments:

S. No.	Attachment
1.	List of shareholders and debenture holders
2.	List of directors (mandatory for small companies)
3.	Approval letter for AGM extension (if applicable)
4.	Optional attachments, if any

Unlike Form MGT-7, Form MGT-7A does not require the attachment of MGT-8 (Certificate by a Practicing Company Secretary).

Signing and Certification of MGT-7A

Authorized Signatories

The form must be digitally signed by the Company Secretary, if the company has one or in the absence of a CS, it must be signed by the director of the company. The signatory must declare that they are authorized by the Board that the information furnished is true, correct, and complete.

Digital Signature Certificate (DSC)

A valid Digital Signature Certificate (DSC) is mandatory for the signatory to validate the form on the MCA portal.

Due Date for Filing MGT-7A

Statutory Deadline- As per Section 92(4) of the Companies Act the annual return must be filed within 60 days from the date of AGM or within 60 days from the date on which the AGM should have been held, in case it is not conducted.

Practical Timeline- The due date for holding AGM is 30th September following the end of the financial year therefore, the last date for filing MGT-7A is 29th November each year, unless extended.

Penalty for Non-Filing of Form MGT-7A

Failure to file Form MGT-7A within the due date attracts penalties under the Act.

Late Filing Fee- A penalty of Rs.100 per day of default is levied with no cap or maximum limit has been prescribed.

Additional Consequences- The company and its officers may become liable for further penal consequences under Section 92(5). It also impacts the company's compliance status on the MCA portal and may result in disqualification of directors for prolonged non-compliance.

Comparative Analysis: MGT-7 vs. MGT-7A

Particulars	Form MGT-7	Form MGT-7A
Applicability	All companies except OPCs and small companies	Only OPCs and small companies
Certification by PCS (MGT-8)	Mandatory if applicable	Not required
Shareholding Pattern	Mandatory	Not required for OPCs
Details of KMPs	Mandatory	Not required
Meetings and Attendance	Required	Not applicable to OPCs
Directors’ and KMP remuneration	Full disclosure	Only directors’ remuneration required
Attachments	4 (including MGT-8)	3 (no MGT-8; includes director list)

Filing Procedure on MCA Portal

Download Form: Access the MCA website → MCA Services → E-Filing → Company Forms Download → Select “Annual Filing forms” → Download Form MGT-7A.
Fill the Form: Enter all relevant details, attach required documents, and verify.
Affix DSC: Apply DSC of director or company secretary.
Upload: Log in to the MCA portal using company credentials → Upload the form under “Upload eForms”.
Pay Fees: Based on the company’s capital, the prescribed filing fee will be auto calculated.
Acknowledgement: Upon successful submission, the system will generate an SRN (Service Request Number) and acknowledgement receipt.

Conclusion

The introduction of Form MGT-7A marks a progressive step by the Ministry of Corporate Affairs in reducing compliance burdens for small businesses and OPCs without compromising on statutory transparency. The form serves as a simplified version of MGT-7, carefully tailored to exclude non-applicable sections for smaller entities. Timely filing of MGT-7A not only ensures compliance but also protects companies from penalties and reputational risks. As corporate governance gains increasing importance in India’s business ecosystem, adherence to annual return obligations through MGT-7A becomes a cornerstone of lawful and responsible business conduct.

Frequently Asked Questions (FAQs)

Q1. What is the difference between Form MGT-7 and MGT-7A?

Ans. Form MGT-7 is the standard annual return form used by all companies except OPCs and small companies, whereas Form MGT-7A is a simplified, abridged version specifically introduced for One Person Companies (OPCs) and Small Companies to reduce their compliance burden.

Q2. Is it mandatory for an OPC or small company to file Form MGT-7A every year?

Ans. Yes, it is mandatory for all eligible companies (OPCs and small companies) to file Form MGT-7A annually, within 60 days from the date of the Annual General Meeting (AGM), or in the case of OPCs, within 60 days from the date of approval of financial statements.

Q3. Can a company voluntarily choose to file MGT-7 instead of MGT-7A?

Ans. No, eligible companies must file only the applicable form. If the company qualifies as an OPC or small company under Section 2(85), it is required to file Form MGT-7A and not Form MGT-7.

Q4. How can a company determine its eligibility for filing MGT-7A every year?

Ans. Eligibility is determined based on the company’s financial figures for the immediately preceding financial year. If the paid-up share capital is up to Rs.4 crores and the turnover is up to Rs.40 crores, and the company is neither a holding/subsidiary, Section 8, nor governed by a special Act, it may be considered a small company.

Q5. Does the exemption from conducting an AGM apply only to OPCs or to small companies too?

Ans. Only OPCs are exempt from holding an Annual General Meeting. Small companies are still required to hold an AGM and disclose its details in Form MGT-7A.

Q6. What happens if there is a delay or failure to file MGT-7A?

Ans. Delayed filing attracts additional fees as per Rule 12 of the Companies (Registration Offices and Fees) Rules, 2014. Continuous non-compliance may also attract penalties under Section 92 of the Companies Act, 2013.

Q7. Do OPCs need to report information about board meetings and director attendance in MGT-7A?

Ans. No, such disclosures are not applicable to OPCs. Only small companies are required to report on board meetings, committee meetings, and attendance records.

Q8. Is certification by a practicing professional required in Form MGT-7A?

Ans. For OPCs and small companies, professional certification is not mandatory under MGT-7A unless otherwise notified. However, companies may choose to get it verified voluntarily or if instructed by the ROC in specific cases.

Q9. What financial year data must be used while filling MGT-7A?

Ans. The data filled in MGT-7A must pertain to the financial year immediately preceding the date of filing, supported by the audited financial statements of the company.

Q10. Can a small company that becomes a public company during the year still file MGT-7A?

Ans. No. If a small company converts into a public company, Section 2(85) disqualifies it from being a small company. Hence, such a company must file Form MGT-7 instead of MGT-7A.

Q11. Are there any software or tools available for preparing and filing Form MGT-7A?

Ans. Yes, Form MGT-7A is an e-Form available on the MCA portal. It can be downloaded and filled using the MCA utility, signed using a Digital Signature Certificate (DSC), and uploaded back through the portal.

Q12. Does the turnover and capital limit for small companies apply cumulatively or individually?

Ans. Both conditions paid-up capital not exceeding Rs.4 crores and turnover not exceeding Rs.40 crores must be satisfied simultaneously for a company to qualify as a small company.

Q13. If a company has not held any board meetings in the financial year, what should it report in MGT-7A?

Ans. If the company is an OPC, reporting is not applicable. If it is a small company, the absence of board meetings must be clearly disclosed, along with appropriate reasoning if required, to ensure compliance transparency.