MGT-7

Form MGT-7 is the annual return of every company (other than small companies and OPCs, which file MGT-7A), filed with the Registrar of Companies under Section 92 of the Companies Act 2013 read with Rule 11 of the Companies (Management and Administration) Rules 2014.

Due date: Within 60 days of the conclusion of the Annual General Meeting (AGM). For an AGM held on, say, September 30, MGT-7 is due by November 29.

What MGT-7 contains:

• Registered office and CIN details
• Principal business activities (NIC codes)
• Particulars of holding, subsidiary, and associate companies
• Share capital (authorized, issued, subscribed, paid-up) — equity and preference, broken by class
• Changes in share capital during the year — allotments, buybacks, conversions (reconciled to PAS-3 and SH-7 filings)
• Indebtedness — debentures, deposits, loans (reconciled to DPT-3)
• Shareholding pattern — top 10 shareholders, promoters vs non-promoters, public vs private
• Members — count at start, additions, removals, at end
• Board composition — directors, KMPs, changes during year
• Board / committee meetings — dates and attendance
• Remuneration of directors and KMPs
• Penalties or punishments imposed during the year
• Compliance certification — for prescribed companies, certified by a practicing Company Secretary (PCS) via MGT-8

Variants:

• MGT-7 — full form, for most companies.
• MGT-7A — abridged form for OPCs and Small Companies (paid-up capital ≤ ₹4 crore and turnover ≤ ₹40 crore as currently prescribed).
• MGT-8 — annexure certifying compliance, required for listed companies and companies with paid-up capital ≥ ₹10 crore or turnover ≥ ₹50 crore.

Penalty (Section 92(5)): Company liable for ₹10,000 plus ₹100 per day of continuing default (capped at ₹2 lakh); every officer in default liable similarly (capped at ₹50,000).

Common pitfalls:

• Shareholding pattern in MGT-7 mismatched with PAS-3 allotment returns or with the Register of Members (MGT-1) — automatic disqualification of MGT-8 certification.
• Not reconciling preferred share conversions during the year.
• Forgetting to disclose CCPS / CCDs in the convertibles section.