Form MGT-7 Help
Form MGT-7 Help
Page 1 of 27
Instruction Kit for eForm MGT-7
(Form for Filing Annual Return of the Company
About this Document
The Instruction Kit has been prepared to help you file eForms with ease. This documents provides
references to law(s) governing the eForms, instructions to fill the eForm at field level and common
instructions to fill all eForms. The document also includes important points to be noted for
successful submission.
User is advised to refer instruction kit specifically prepared for each eForm.
Page 2 of 27
Instruction Kit for eForm MGT-7
(Form for Filing Annual Return of the Company
eForm Number as per Companies Act, 1956
Form 20B/Form 21A
Part II – Instructions to fill the eForm
Page 3 of 27
Instruction Kit for eForm MGT-7
(Form for Filing Annual Return of the Company
S.No. Field Name Instructions
I (vi) Whether shares listed On clicking the Pre-Fill button, system will
on automatically display the Yes or No option. Option
recognized Stock should be selected as applicable to the company on the
Exchange(s)
financial year end date.
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Instruction Kit for eForm MGT-7
(Form for Filing Annual Return of the Company
I (vi)(a) Details of stock In case the shares are listed on recognized Stock
exchanges where Exchange(s), enter the details of the stock exchanges,
shares are listed such as Stock Exchange Name and Code.
Excha Stock Exchange Stock
nge Exchange Code Exchange
Code
A1 Bombay B1 OTCEI
A2 Delhi B2 Nagpur
A3 Calcutta B4 Coimbatore
A8 Madras B8 Cochin
A 16 Bangalore B 16 MP
A 32 Hyderabad B 32 Jaipur
A 64 Ahmedabad B 64 Rajkot
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Instruction Kit for eForm MGT-7
(Form for Filing Annual Return of the Company
S.No. Field Name Instructions
I (vi)(b) CIN of the • Enter a valid CIN of the Registrar and Transfer
Registrar and Agent
Transfer Agent • On clicking the Pre-Fill button, system will
automatically display the name and address of the
Registrar and Transfer Agent
• In case CIN is not available and company is
having any Registrar and Transfer Agent, then
details shall manually be entered. It would be
optional to enter CIN of the Registrar and
Transfer Agent.
I (vii) Financial year Enter the start and end dates of the financial year for
(From date and which the annual return is being filed. Filing is allowed
To date) if financial year end date is after 1st April 2014.
Make sure that financial year entered is as per the
applicable provisions of the Companies Act, 2013
and rules made thereunder.
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Instruction Kit for eForm MGT-7
(Form for Filing Annual Return of the Company
I (viii) to Details of AGM Select whether AGM was held. If yes is selected, enter
(viii) the details of AGM, such as date of AGM and due
(f) date of AGM.
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Instruction Kit for eForm MGT-7
(Form for Filing Annual Return of the Company
S.No. Field Name Instructions
date compared to date entered in the form being
prescrutinised.
Page 8 of 27
Instruction Kit for eForm MGT-7
(Form for Filing Annual Return of the Company
S.No. Field Name Instructions
II PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY
II Number of Enter the number of business activities undertaken by
business activities the company.
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Instruction Kit for eForm MGT-7
(Form for Filing Annual Return of the Company
S.No. Field Name Instructions
III PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE
COMPANIES (INCLUDING JOINT VENTURES)
III No. of Companies for Enter the number of holding, subsidiary associate
which information is companies and joint ventures. You can enter zero in
to be given case company is not having any holding or subsidiary
or associate or joint venture.
Page 10 of 27
Instruction Kit for eForm MGT-7
(Form for Filing Annual Return of the Company
S.No. Field Name Instructions
IV (i) SHARE CAPITAL Entire block will be applicable and enabled only in case
the company is having share capital.
IV (i) (a), Total amount of Total authorized and issued capital will be auto-
(i) (b) shares (in rupees) calculated based on the number of shares and nominal
value per share entered.
Enter the total subscribed and paid-up capital manually.
IV (i) (d) Break-up of paid-up Enter the particulars under ‘others’ category only if
share capital: applicable.
‘Others’
IV (ii) Details of stock Enter the classes of shares that were split or
split/consolidation consolidated. Based on the number entered here but
during the year (for subject to maximum three, the rows in tabular format to
each class of shares) enter details of the each such split/consolidation will be
populated.
IV (ii) Class of shares Enter the number and face value of shares before and
after split or consolidation.
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Instruction Kit for eForm MGT-7
(Form for Filing Annual Return of the Company
S.No. Field Name Instructions
IV (iii) Details of Select the ‘NIL’ option only if shares or debentures or
shares/Debentures stocks were never transferred during the entire financial
Transfers since year.
closure date of last
financial year (or in
the case of the first
return at any time
since the
incorporation of the
company)
IV (iii) Details being If there were more than ten transfers of shares,
provided in a debentures and stocks occurred during the financial
CD/Digital Media year and all relevant particulars are not attachable to
the form because of the large volume of such
transactions, then select ‘Yes’ option and Upload
details through service ‘Upload Details Of Security
Holders/Debenture Holders/Depositors’ available on
MCA portal www.mca.gov.in against the SRN of this
form
IV (iii) Separate sheet Select the option for attaching the separate sheet
attached for details of having details of transfers in case comprehensive
transfers details are being provided under attachments.
Format of details to be attached is same details asked
in the e-form. If no selected here, then Upload details
through service ‘Upload Details Of Security
Holders/Debenture Holders/Depositors’ available on
MCA portal
www.mca.gov.in against the SRN of this form
IV (iii) Date of Previous Enter the date of any previous AGM (if applicable).
AGM Date entered should be same as the AGM date
mentioned in Annual return filed (if any) for just
preceding financial year. This is optional to enter.
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Instruction Kit for eForm MGT-7
(Form for Filing Annual Return of the Company
S.No. Field Name Instructions
IV (iii) Date of Registration Enter the details of transfer of shares/debentures/stocks
of Transfer including transferor and transferee details. Once the
details are entered in first table, then the next table will
be generated subject to maximum ten. It would be
optional to enter details in subsequent generated
blocks.
In case transferor or transferee is other than
‘individual’, then enter the complete name in first name
field.
Ledger folio number would be optional in case of
transfer of stocks.
IV (iv) Indebtedness Enter the details of the total debentures, loans and
including debentures deposits taken by the company which is outstanding as
(Outstanding at the on the financial year end date.
end of financial year)
IV (iv) Details of debentures Enter 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.
IV (v) Securities (other than Enter the details of securities other than shares and
shares and debentures. Based on the number entered here
debentures) maximum up to twenty rows would be populated in a
tabular format for entering the details of the securities.
V Turnover and net worth of the company (both definitions as defined in the
Companies Act, 2013)
V (i) Turnover Enter the turnover of the company. The turnover can be
zero unless specified previously in the field– Principal
business activities of the company. [Refer clause (91)
of section 2 of the Companies Act, 2013].
V (ii) Net worth of the Enter net worth of the company. [Refer clause (57) of
Company section 2 of the Companies Act, 2013].
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Instruction Kit for eForm MGT-7
(Form for Filing Annual Return of the Company
S.No. Field Name Instructions
VI (a) SHARE Enter details of shares held by promoter shareholders.
HOLDING Enter the details separately for Equity and Preference
PATTERN – shareholders. Percentage of shares in each row would
Promoters be calculated based on the sum of respective type of
shares entered in both the tables: Shareholding pattern
- Promoters and Shareholding pattern - Public/other
than promoters i.e. percentage calculation happens
based upon the total number of equity shares or
preference shares as applicable.
VI (a) Total number of Enter the total number of promoter shareholders.
shareholders
(promoters)
VI (b) SHARE Enter details of shares held by non-promoter
HOLDING shareholders. Enter the details separately for Equity
PATTERN – and Preference shareholders.
Public/Other than Percentage of shares in each row would be calculated
promoters based on the sum of respective type of shares entered in
both the tables: Shareholding pattern - Promoters and
Shareholding pattern - Public/other than promoters i.e.
percentage calculation happens based upon the total
number of equity shares or preference shares as
applicable.
VI (b) Total number of Enter the total number of public/other than promoter
shareholders (other shareholders.
than promoters)
VI (c) Details of Foreign Enter the number of Foreign institutional investors.
institutional
investor’s (FII’s) Based on the number entered here, the tabular format to
holding shares of the enter the details of the Foreign institutional investors
company are populated.
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Instruction Kit for eForm MGT-7
(Form for Filing Annual Return of the Company
S.No. Field Name Instructions
VII NUMBER OF Enter the number of promoters, non-promoter members
PROMOTERS, and debenture holders.
MEMBERS, Provide the number separately:
DEBENTURE • At the beginning of the year
HOLDERS (Details, • At the end of the year
Promoters, Members
(other than
promoters),
Debenture holders)
VIII (A) Composition of Enter the details of the board of directors and
Board of Directors percentage of shares by them.
VIII (B) (i) Details of directors Details of minimum one director in case of OPC,
and Key managerial minimum two in case of private company (other than
personnel as on the producer company), minimum three in case of public
closure of financial company (other than producer company) or minimum
year five in case of producer company must be entered.
Details of maximum thirty persons can be provided.
For more details, attach the complete particulars under
optional attachment.
Make sure that the designation and effective date
selected are as per filings done by the company with the
jurisdictional Registrar of Companies.
VIII (B) (ii) Particulars of change Enter the particulars of any appointment or cessation
in director(s) and Key or change in designation of director(s) and Key
managerial personnel managerial personnel happened during the financial
during the year year. Details of maximum twenty persons can be
provided. For more details, attach the complete
particulars under optional attachment.
Make sure that the designation and effective date
selected are as per filings done by the company with the
jurisdictional Registrar of Companies.
IX A MEMBERS/CLASS Based on the number entered, details of maximum
/REQUISITIONED/ twelve meetings can be entered. For more details,
NCLT/COURT attach the complete particulars under optional
CONVENED attachment.
MEETINGS
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Instruction Kit for eForm MGT-7
(Form for Filing Annual Return of the Company
S.No. Field Name Instructions
IX B BOARD Enter the number of board meetings held during the
MEETINGS financial year. Based on the number entered, details of
minimum one and maximum twelve meetings can be
entered. For more details, attach the complete
particulars under optional attachment.
IX C COMMITTEE Enter the number of committee meetings held during
MEETINGS the financial year. Based on the number entered, details
of maximum ten meetings can be entered. For more
details, attach the complete particulars under optional
attachment.
IX D ATTENDANCE OF Enter the particulars based on the details of directors
DIRECTORS auto filled in regenerated rows. This is applicable as
per details entered in field 'Number of directors at the
end of the year' (Executive and Non-Executive).
X REMUNERATION Select NIL option in case no remuneration has been
OF DIRECTORS given during the entire financial year. Refer clause (78)
AND KEY of the section 2 of the Companies Act, 2013 for the
MANAGERIAL purpose of remuneration.
PERSONNEL
XIII Whether complete list In case of attachment size for list of shareholders and
of debenture holders is high, then select the option No
shareholders, and submit the complete particulars to jurisdictional
debenture holders Registrar of Companies in CD/Digital media.
has been enclosed
as an attachment In case company is not having share capital then select
Yes option but no need to attach the list.
XIV COMPLIANCE OF Enter the name, certificate of practice number and
SUB-SECTION (2) associate/fellowship details of the company secretary
OF SECTION 92, in whole time practice certifying the annual return.
IN CASE OF
LISTED
COMPANIES
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Instruction Kit for eForm MGT-7
(Form for Filing Annual Return of the Company
S.No. Field Name Instructions
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'.
Declaration Enter the Board resolution number and date of board
resolution authorizing Filing Annual Return
Page 17 of 27
Instruction Kit for eForm MGT-7
(Form for Filing Annual Return of the Company
Note: You are required to be connected to the Internet to use the Pre-
fill functionality.
Attach Click this document to browse and select a document that needs to be
attached to the eForm. All the attachments should be scanned in pdf
format. You have to click the attach button corresponding to the
document you are making an attachment.
In case you wish to attach any other document, please click the
optional attach button.
Remove Attachment You can view the attachments added to the eForm in the List of
attachment field.
Page 18 of 27
Instruction Kit for eForm MGT-7
(Form for Filing Annual Return of the Company
Buttons Particulars
Pre scrutiny 1. After checking the eForm, click the Prescrutiny button. System
performs some checks and displays errors, if any.
2. Correct the errors.
3. Click the Prescrutiny button again. If there are no errors, a
message is displayed “No errors found.”
Page 19 of 27
Instruction Kit for eForm MGT-7
(Form for Filing Annual Return of the Company
Part III - Important Points for Successful Submission
Fee Rules
S. No Purpose of Normal Additional Logic for Additional Fees Remarks
the form Fee Fee (Delay
Event Date Time limit
Fee)
(days) for
filing
1. In case of The Companies AGM date or 60 days
company (Registration offices and Calculated due
other than Fees) Rules, 2014- date of AGM
OPC Annexure B whichever
is earlier
Fees payable is subject to changes in pursuance of the Act or any rule or regulation made or
notification issued thereunder.
Processing Type
The eForm will be auto-approved.
Email
The status of request is sent to user via email at the end of the day of processing the same. This is
sent on the email id of the company.
Page 20 of 27
Instruction Kit for eForm MGT-7
(Form for Filing Annual Return of the Company
Annexure A
Section 92(1): Every company shall prepare a return (hereinafter referred to as the annual return)
in the prescribed form containing the particulars as they stood on the close of the financial year
regarding—
(a) its registered office, principal business activities, particulars of its holding, subsidiary
and associate companies;
(b) its shares, debentures and other securities and shareholding pattern;
(c) its indebtedness;
(d) its members and debenture-holders along with changes therein since the close of the
previous financial year;
(e) its promoters, directors, key managerial personnel along with changes therein since
the close of the previous financial year;
(f) meetings of members or a class thereof, Board and its various committees along with
attendance details;
(g) remuneration of directors and key managerial personnel;
(h) 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; (i)
matters relating to certification of compliances, disclosures as may be prescribed;
(j) details, as may be prescribed, in respect of shares held by or on behalf of the
Foreign Institutional Investors indicating their names, addresses, countries of
incorporation, registration and percentage of shareholding held by them; and
(k) such other matters as may be prescribed, and signed by a director and the
company secretary, or where there is no company secretary, by a company secretary in
practice:
Provided that in relation to One Person Company and small company, the annual return shall be
signed by the company secretary, or where there is no company secretary, by the director of the
company.
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.
Back
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Instruction Kit for eForm MGT-7
(Form for Filing Annual Return of the Company
Annexure B
The Companies (Registration offices and Fees) Rules, 2014
Fee for filing (in case of company having share capital)
Nominal Share Capital Fee applicable
Less than 1,00,000 Rupees 200
1,00,000 to 4,99,999 Rupees 300
5,00,000 to 24,99,999 Rupees 400
25,00,000 to 99,99,999 Rupees 500
1,00,00,000 or more Rupees 600
Fee for filing (in case of company not having share capital)
Rupees 200
Additional fee
Period of delays Fee applicable
Up to 30 days 2 times of normal fees
More than 30 days and up to 60 days 4 times of normal fees
More than 60 days and up to 90 days 6 times of normal fees
More than 90 days and up to 180 days 10 times of normal fees
More than 180 days 12 times of normal fees
Back
Annexure C
Business Activity Code List
Main Description of Main Activity Business Description of Business Activity
Activity Group Activity
Group Code
Code
A Agriculture, forestry, fishing A1 Production of crops and animals
A2 Forestry and logging
A3 Fishing and aquaculture
A4 Support activities to agriculture and Other
Activities including hunting
B Mining and quarrying B1 Mining of Coal and lignite
B2 Extraction of Crude Petroleum & Natural
gas
B3 Mining of Metal Ores
B4 Other Mining & Quarrying Activities
B5 Mining Support Services activities
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Instruction Kit for eForm MGT-7
(Form for Filing Annual Return of the Company
Main Description of Main Activity Business Description of Business Activity
Activity Group Activity
Group Code
Code
C Manufacturing C1 Food, beverages and tobacco products
C2 Textile, leather and other apparel products
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Instruction Kit for eForm MGT-7
(Form for Filing Annual Return of the Company
Main Description of Main Activity Business Description of Business Activity
Activity Group Activity
Group Code
Code
E3 Waste collection, treatment and disposal
activities, materials recovery and Other
waste management services
F Construction F1 Buildings
F2 Roads, railways, Utility projects
F3 Demolition & site preparation, Electrical,
plumbing & other Specialized construction
Activities
G Trade G1 Wholesale Trading
G2 Retail Trading
H Transport and storage H1 Land Transport via Road
H2 Land transport via Railways & Pipelines
H3 Water transport
H4 Air transport
H5 Services incidental to land, water & air
transportation
H6 Warehousing and storage
H7 Postal & Courier activities
I Accommodation and Food I1 Accommodation services provided by
Service Hotel, Inns, Resorts, holiday homes, hostel,
etc.
I2 Food and beverage services provided by
hotels, restaurants, caterers, etc.
J Information and communication J1 Publishing of Newspapers, Books,
periodicals, etc. activities
J2 Publishing of computer operating systems,
system software, application software,
games, etc.
J3 Motion picture, video and television
programme production, sound recording
and music publishing activities
J4 Broadcasting and programming activities
J5 Wired, wireless or satellite
Telecommunication activities
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Instruction Kit for eForm MGT-7
(Form for Filing Annual Return of the Company
Main Description of Main Activity Business Description of Business Activity
Activity Group Activity
Group Code
Code
J6 Computer programming, consultancy and
related activities
J7 Data processing, hosting and related
activities; web portal
J8 Other information & communication
service activities
K Financial and insurance Service K1 Banking activities by Central, Commercial
and Saving banks
K2 Activities by Trusts, funds and other
financial holding companies
K3 Life/Non-life Insurance and Reinsurance
activities
K4 Pension Fund activities
K5 Financial and Credit leasing activities
K6 Fund Management Services
K7 Financial Advisory, brokerage and
Consultancy Services
K8 Other financial activities
L Real Estate L1 Real estate activities with own or leased
property
L2 Real estate activities on fee or contract
basis
M Professional, Scientific and M1 Legal activities
Technical
M2 Accounting, book keeping and auditing
activities, tax consultancy
M3 Management consultancy activities
M4 Architecture, engineering activities,
technical testing and analysis activities
M5 Scientific research and development
M6 Advertising and market research
M7 Specialized Design & Photographic
activities
M8 Veterinary activities
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Instruction Kit for eForm MGT-7
(Form for Filing Annual Return of the Company
Main Description of Main Activity Business Description of Business Activity
Activity Group Activity
Group Code
Code
M9 Other professional, scientific and technical
activities
N Support service to N1 Rental and leasing of motor vehicles,
Organizations machinery, equipment, capital goods, etc.
activities
N2 Placement agencies and HR management
services
N3 Travel agency and tour operators
N4 Security and investigation activities
N5 Housekeeping & maintenance service
N6 Office administrative and other business
activities including call centers, organising
conventions, collection agencies, packaging
activities etc.
N7 Other support services to organizations
O Public Services by Government O1 Administration relating to Executive,
agencies Legislation and other public service by
government agencies
O2 Regulation of healthcare, education,
cultural and other social services
O3 Administration of activities relating to
Foreign affairs, Defence, public order,
compulsory social security, etc.
P Education P1 Primary & Secondary Education services
P2 Higher education, technical & vocational
education
P3 Sports, recreation, cultural and other
education
P4 Educational support services
Q Hospital and Medical Care Q1 Hospital activities
Q2 Medical and dental practice, Nursing,
pathology, blood bank services, etc.
Q3 Residential Nursing care activities
Q4 Residential care for elderly, disabled and
other ailments
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Instruction Kit for eForm MGT-7
(Form for Filing Annual Return of the Company
Main Description of Main Activity Business Description of Business Activity
Activity Group Activity
Group Code
Code
Q5 Counselling, welfare, referral activities
without accommodation for elderly and
disabled
Q6 Other Hospital and Medical Care Activities
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