What is the purpose of filing Annual Return in e-Form MGT-7 / MGT-7A?

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The purpose of filing Annual Return in e-Form MGT-7 / MGT-7A with the Ministry of Corporate Affairs (MCA) is to provide a statutory snapshot of the company’s structure, ownership, governance, and compliance status as of the close of the financial year.

Applicable laws 

  • Section 92(1) of the Companies Act, 2013 mandates every company to file an Annual Return.

  • Rule 11(1) of the Companies (Management and Administration) Rules, 2014 prescribes the use of e-Form MGT-7 (for all companies except OPCs and small companies) and MGT-7A (specifically for OPCs and small companies). 

Purpose of the Webform (MGT-7 / MGT-7A)

The return is intended to: 

  • Capture General Company Information such as Registered office address, CIN, principal business activities, details of subsidiaries/associates.

  • Provide Capital & Shareholding Details such as Share capital structure, debentures, securities issued, shareholding pattern, changes in promoters/members.

  • Corporate Governance Disclosure such as:

    • Details of meetings of shareholders, Board of Directors, and Committees (including attendance).

    • Remuneration of directors and KMPs.

  • Report Compliance & Regulatory Status such as:

    • Penalties, punishments, compounding of offences, appeals.

    • Certification of compliance and disclosures as prescribed.

  • Create Transparency & Accountability, Acts as a public document (accessible via MCA portal) to shareholders, regulators, lenders, and stakeholders for assessing the company’s governance and compliance track record. 

Distinction Between MGT-7 & MGT-7A 

  • MGT-7 → For all companies except One Person Companies (OPCs) and small companies.

  • MGT-7A → A simplified annual return introduced for OPCs and small companies, reducing compliance burden but still covering essential particulars listed above. 

Comparison of MGT-7 vs. MGT-7A 

Particulars

MGT-7

MGT-7A

Applicability

All companies except One Person Companies (OPC) and Small Companies

Only One Person Companies (OPC) and Small Companies

Legal Basis

Section 92(1) of Companies Act, 2013 read with Rule 11(1) of Companies (Management & Administration) Rules, 2014

Section 92(1) of Companies Act, 2013 read with Rule 11(1) of Companies (Management & Administration) Rules, 2014 (simplified form)

Details Covered

Comprehensive disclosure: registered office, principal activities, subsidiaries/associates, capital structure, shareholding pattern, members/promoters/debenture holders changes, meetings, directors’ remuneration, penalties/punishments, compounding of offences, certifications, etc.

Similar disclosures but in a simplified format suited for OPCs & small companies, ensuring reduced compliance burden

Certification Requirement

Needs to be certified by a practicing Company Secretary in case of:-

  • Listed Companies

  • Public companies with paid-up share capital ≥ Rs.10 crore

  • Public companies with turnover ≥ Rs.50 crore

Self-certified by the Director / CS / KMP (no mandatory PCS certification for OPCs & Small Companies)

Due Date

Within 60 days from the date of AGM (i.e., usually by 29th November for companies following FY ending 31st March, if AGM held on 30th September)

Same timeline: within 60 days from the date of AGM (OPCs & small companies not required to hold AGM, but annual return to be filed within 60 days from the date AGM would have been required)

Filing Mode

Webform (MCA V3 Portal)

Webform (MCA V3 Portal)

Purpose

Comprehensive annual disclosure of company operations, governance, and compliance

Simplified annual disclosure with reduced compliance burden for OPCs and small companies

Checkpoints Before Filing MGT-7A

As per Section 92(1) of the Companies Act, 2013 read with Rule 11(1) of the Companies (Management & Administration) Rules, 2014. Every OPC and Small Company must file an annual return in webform MGT-7A for each financial year and must ensure before filing followings:- 

  • Must check CIN is valid and active (not struck-off, dissolved, amalgamated, converted, etc.).

  • Signatories must have approved DIN/PAN/valid DSC.

  • The company should be correctly tagged as OPC/Small Company.

  • AGM dates (if applicable) must match AOC-4 filings.

  • If extension of AGM sought, valid GNL-1 SRN should be provided.

  • Only one annual return per financial year unless filing revised.

  • Paid-up capital must not exceed authorised capital.

  • List of shareholders/debenture holders must be uploaded in prescribed Excel template. 

Filing Fees (Normal Filing) MGT-7A

As per Companies (Registration Offices & Fees) Rules, 2014:

For companies with share capital 

  • < Rs.1 lakh → Rs.200

  • Rs.1 lakh – Rs.5 lakh → Rs.300

  • Rs.5 lakh – Rs.25 lakh → Rs.400

  • Rs.25 lakh – Rs.1 crore → Rs.500

  • ≥ Rs.1 crore → Rs.600 

For companies without share capital → Flat Rs.200.

Additional Fees for Delay

  • Post 30.06.2018 onwards: Rs.100 per day of delay (no cap).

  • Earlier filings (before 30.06.2018): Additional fees from 2x to 12x of normal filing fee depending on delay.

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