Guide On Form MGT 7 or Form MGT 7A

1. Definition of a 'Small Company' and latest updates

The concept of small company was introduced under Section 2(85) of the Companies Act was amended to make the compliance easier for around 2 Lakh companies who are at its infancy and / or startups or limited to lower turnover.

The new definition of Small Company was amended post budget BY 2021, that states, a company can be categorized as a small company if it's

1. Paid up capital of the company not exceeding Rs. 2 Crores
2. Turnover of the company has not exceed Rs. 20 Crores for the immediately preceding fiscal
3. The new definition of the Small Company made effective from Apr 01st 2021

The old definition of a Small Company states that a company can be called as a Small Company if company has a maximum paid up capital of Rs. 50 Lakh and turnover of Rs. 2 Crore for the immediately preceding fiscal.

2. Applicability of MGT 7 / MGT 7A

Annual Returns are of 2 types i.e.,

1. MGT 7A – MGT 7A is an abridged form of annual return. This form is applicable for "One Person Company" and "Small Companies". It is applicable w.e.f FY 2020-21. Refer Small Company Definition above
2. MGT 7– MGT 7 needs to be filed by the following companies
   1. Companies other than small companies
   2. Public Companies
   3. A subsidiary or holding company.
   4. Companies registered under Section 8
   5. A body corporate or company governed by special act

3. Due Date for Filing MGT 7 / 7A

For OPC: The due date for filing MGT 7A is 60 days from the completion of 180 days from the end of financial year

For Private Limited: The due date for filing MGT 7 / 7A is within 60 days from the date of Annual General Meeting (AGM).

Check latest due dates @ Tax Calendar

4. MCA Fees for filing MGT 7 / 7A

Every form which is filed with ROC will have Govt fee. The Government fee is as follows

1. For Company not having share capital – Rs 200
2. For Company having Share Capital

5. Additional Fee (Penalty) for belated filing of MGT 7 / 7A

Non filing of MGT 7 / 7A or belated filing of MGT 7 / 7A results in huge penalties. The penalty for belated or non-filing of form MGT 7 / 7A w.e.f 30/06/2018 is Rs 100 per day in default

6. Consequences for Non filing of Form MGT 7 / 7A

The consequences for non-filing of Form MGT 7 / 7A needs to be borne by both company and directors

1. Company: Rs 50000 but it might extend upto Rs 5 lakhs
2. Directors/Responsible Persons: Rs 50000 but it might extend upto Rs 5 lakhs

7. Contents of MGT 7 / 7A

MGT 7 / 7A contains the following information.

1. Registration and other details
2. Principal Business Activities of the Company
3. Particulars of Associate Companies
4. Share Capital, Debentures and other securities of the company
5. Turnover and Net worth of the company
6. Shareholding Pattern
7. Number of Promoters, Debenture Holders
8. Meetings of Members
9. Remuneration of Directors
10. * Only needed for MGT-7: Company Secretary details (Only for companies having paid up share capital of Ten Crore rupees or more or turnover of Fifty Crore rupees or more)
11. * Only needed for MGT-7: Signature from Director with DIN
12. * Only needed for MGT-7: Signature from company secretary (CS) or CS in Practice

8. Who should sign MGT 7 / 7A?

MGT 7A - for Small Companies

1. Small companies can re-appoint same auditor even after 5 years of his appointment. Mandatory auditor rotation after 5 years applicable for otherthan small companies.
2. MGT-7A applicable for Small companies do not need an auditor signature. It can be uploaded by a director of the company with DIN.

MGT 7 - for other than Small Companies

1. MGT 7 need to be duly signed by the company and the practicing professional before uploading.
2. Signed by either a) Chartered Accountant (CA in whole time practice) or b) Cost Accountant (ICWA in whole time practice) or c) Company Secretary (CS in whole time practice)

9. How to download ?

MGT 7A - for Small Companies

1. Small companies can re-appoint same auditor even after 5 years of his appointment. Mandatory auditor rotation after 5 years applicable for otherthan small companies.
2. MGT-7A applicable for Small companies do not need an auditor signature. It can be uploaded by a director of the company with DIN.

MGT 7 - for other than Small Companies

1. MGT 7 need to be duly signed by the company and the practicing professional before uploading.
2. Signed by either a) Chartered Accountant (CA in whole time practice) or b) Cost Accountant (ICWA in whole time practice) or c) Company Secretary (CS in whole time practice)