MCA vide its notification dated 16th November 2015 has substituted the form for Annual Return i.e. MGT-7 by amending the Companies (Management and Administration) Rules 2015.
A brief summary of the changes in form MGT-7 is highlighted below:
A. CHANGES IN FORM:
1. Public category in Shareholding pattern provided at para Vi (b) now to include Other than Promoters also.
2. Details at para VII regarding number of promoters, members, debenture holders (Details, Promoters, Members(other than promoters), Debenture holders) – now to be provided only at beginning of the year and at the end of the year. (addition/cessation during the year now not to be provided)
3. In Para IX – C – regarding details of Committee Meetings, attendance % of total number of members of Committee to be given, instead of % of shareholding.
4. In Para IX A – regarding matters related to certification of compliances and disclosures – Now reworded to limit to the Companies Act, 2013 [Whether the company has made compliances and disclosures in respect of applicable provisions of the Companies Act, 2013 – Yes/No] and separate Para IX B added – If No, give reasons/observations
B. POINTS CLARIFIED IN HELP:
| Sr. No. | Point No of Form | Regarding | Clarification provided in the Help |
| 1. | I (VII) | Financial Year | Enter the start and end dates of the financial year for which the annual return is being filed. Filing is allowed 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. |
| 2. | II | Principal Business Activity | In case activities are more than ten then complete particulars may be provided under optional attachment. |
| 3. | Main Activity group code | Activity codes are based upon NIC-2008 codes. It is advisable to refer the same in case of any concern. | |
| 4. | % of turnover of the company (Total word now removed) | Enter the % of turnover of the company for each main activity undertaken. Ensure sum of all % entered in this column is at least 50% if activities are not more than ten. In case activities are more than ten then particulars of the activities having highest turnover should be provided first. Make sure that details of the activities contributing 10% or more of the turnover are provided. | |
| 5. | III | Particulars of holding, subsidiary, joint ventures and associate companies | Based on the number entered here, the table to enter the details of the holding, subsidiary, associate companies and joint ventures will be populated subject to maximum of 99. In case details for more companies are to be provided, attach complete particulars under optional attachment. List 'Joint ventures' as per the Companies Act, 2013. |
| 6. | IV (iii) | Details being provided in a CD/Digital Media | If there were more than ten transfers of shares, debentures and stocks occurred during the financial year and all relevant particulars are not attachable to the form because of the large volume of such transactions, then select 'Yes' option and provide the details thereof in CD/Digital media acceptable to the jurisdictional Registrar of Companies Format of details to be provided is same details asked in the e-form. |
| 7. | IV | Date of Registration of Transfer | Enter the details of transfer of shares/debentures/stocks 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. |
| 8. | V | Turnover (The word Total has now been removed) | Refer clause (91) of section 2 of the Companies Act, 2013 |
| 9. | VI (a) | Share Holding Pattern- Promoters | Enter details of shares held by promoter shareholders. Enter the details separately for Equity and Preference shareholders. Percentage of shares in each row would 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. |
| 10. | VI (a) | Total number of shareholders(promoters) | Enter the total number of promoter shareholders. |
| 11. | VI (b) | Share Holding Pattern- Public/other than Promoters | Enter details of shares held by non-promoter shareholders. Enter the details separately for Equity and Preference shareholders. Percentage of shares in each row would 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. |
| 12. | VI (c) | Details of Foreign institutional investor's (FIFs) holding shares of the company | Enter the number of Foreign institutional investors. Based on the number entered here, the tabular format to enter the details of the Foreign institutional investors are populated. In the table, enter the particulars of each Foreign institutional investors. Date and country of incorporation are optional to enter. |
| 13. | VII | Number of promoters, members, debenture holders (Details, Promoters, Members(other than promoters), Debenture holders) | Enter the number of promoters, non-promoter members and debenture holders. Provide the number separately:
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| 14. | VIII (B)(i) | Details of directors and Key managerial personnel as on the closure of financial year | Details of minimum one director in case of OPC, minimum two in case of private company (other than producer company), minimum three in case of public company (other than producer company) or minimum 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. |
| 15. | VIII (B) (ii) | Particulars of change in director(s) and Key managerial personnel during the year | Enter the particulars of any appointment or cessation or change in designation of director(s) and Key managerial personnel happened during the financial 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. |
Credits: Amit Gupta, Amit Gupta & Associates, Lucknow