Monday, 5 October 2015

MGT – 7 (v. 30Sept2015)

Recent amendment to the Companies (Management and Administration) Second Amendment Rules 2015 dated 28th August 2015 published in Official Gazette on 31st August 2015 which came into force with effect from 31st August 2015 by virtue of its Rule 1(2) replaced the Form MGT – 7 meant for Annual Return of companies. The Form MGT – 7 was released on 25th September 2015 another amendment rules to justify content of this form.
Note: MGT – 7 Version 30th September 2015 is being used for writing this post. The post is long one but to avoid confusion, i opted not to split this post. Readers may read in parts.

REGISTRATION AND OTHER DETAILS:
Corporate Identification Number (CIN) or Global Location Number (GLN) along with Permanent Account Number (PAN). These are mandatory fields.
On clicking the Pre-Fill button, system will automatically display the name, address of the registered office, email ID of the company (If available), Telephone number with STD Code (If available), Date of incorporation and other details like Type, Category, Sub-category and Share capital type. Stock exchange(s) details will also be prefilled. In case any other detail so prefilled is different as on the financial year end date entered then the same can be modified. However changes would be taken up in MCA records based on the relevant eForm filing. Website is not a mandatory filed.
In case of listed company Code of Stock exchanges are required to be entered. Company shall also fill name and registered office address of Registrar and Share Transfer Agent (RTA) either manually or through corporate Identification Number, if available. CIN of RTA is optional in all cases.
Please careful, code of Calcutta Stock Exchange should be A – 4 not, A – 3 as mentioned in instruction kit issued by MCA.
Financial year of the company for which Annual Return is related shall be entered. Date of Annual General Meeting if meeting held. In case Annual General meeting not held, due date and details of extension granted will be entered. If any extension for AGM was granted, enter the SRN of the application form filed for extension, extended due date of AGM after grant of extension and the reasons for such extension.
System validates the date of AGM, due date of AGM and extended due date of AGM (if any) are same as specified in other annual filing e-Form AOC-4 or e-Form AOC-4-XBRL if already filed for the entered financial year.
Where Extension is granted, Extension letter or approval letter shall be a mandatory attachment. Where AGM not held for any reason, explanation given by management shall be mandatory attachment.
In case One Person Company, fields w.r.to AGM would not be applicable.
PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY:
The Form accepts up to 10 main business activities. Company need to fill main activity group code and Business activity code. Description shall be pre –filled by clicking pre – fill button.  Total from all these activities should be 100% according to help file. This may be a problem in few cases, where company has more than 10 business activities during the year.
Before filing these activities, turnover details are required to be filled.
PARTICULARS OF HOLDING, SUBSIDIARY, JOINT VENTURES AND ASSOCIATE COMPANIES
Details of 0 (Zero) to 99 (ninety – nine) companies may be given here. This is advisable to give value 0, where detail of no such company is required to give. Where CIN or FCRN is available, enter then and click pre – fill button to enter names of these companies. Thereafter Select, whether it is holding, subsidiary, associates, joint – venture or associate company. Enter percentage shareholding in case of each company.
SHARE CAPITAL, DEBENTURES AND OTHER SECURITIES OF THE COMPANY
First block of information in this part is required only in case of companies which has share capital. Interesting, this form does not seek any additional information about guarantee and members of the company in case of guarantee companies.
Details of Equity share capital, Preference share capital and unclassified share capital may be given. Details of up to 10 classes of equity shares and up to 10 classes of preference shares may be given. Each row should deals with separate class of shares, where numbers and nominal value of authorised, issued, subscribed and paid – up capital of that class should be given.
In breakup of share capital, number of shares, nominal value of these shares and total paid – up amount at beginning, increase and decrease during the year and final tally at end of the year is required to be given.
Share splits and consolidation:
Details of share before and after splits and consolidation are also required to be given, if any.
Details of shares/Debentures Transfers:
Details of shares/Debentures Transfers since closure date of last financial year required to be given. If there were more than ten transfers of shares and debentures happened during the financial year then select the ‘Yes’ option and provide the details thereof in CD/Digital media acceptable to the Jurisdictional Registrar of Companies.
Following Details to be provided:
  1. Date of Previous AGM
  2. Date of Registration of Transfer of shares (not required for debentures)
  3. Type of Transfer viz. Equity, Preference, Debentures, Stock
  4. Number of Shares/Debentures Transferred
  5. Amount per Share (in Rs.)
  6. Ledger Folio and Full Name of Transferor
  7. Ledger Folio and Full Name of Transferee
Interestingly in case of stock also, form appear to ask for number of shares and amount per share.
Details of indebtedness:
In details of indebtedness, details of all kind of debentures, loan and deposits are required to be given. In case of debentures, number of units, nominal value per unit and total value is required to be given. In case of loan and deposits, total value is required to be given. In a separate block, opening, increase, decrease and closing figures of different classes of debentures are required to be given.
Details of other securities required to be mentioned in next block. For this purpose up to 20 rows may be generated.
Turnover and net worth of the company:
Turnover and net worth of company required to be given. Turnover may be zero.
SHARE HOLDING PATTERN
There are two table one for Promoters and another public shareholdings. In death table, 10 different categories (row wise) have been arranges to capture data. These ten categories are: 1. Individuals which includes Indian individuals, Non – resident Indian Individuals, and Foreign Individuals, 2. Government which includes Central Government, State Government, and Government Companies, 3. Insurance Companies, 4. Banks, 5 Financial Institutions, 6. Foreign Institutional Investors, 7. Mutual Funds, 8. Venture Capital, 9 body corporate not mentioned above and others.
In next block, details of Foreign Institutional Investors (FIIs) holding shares in the company are required to be given. Details of each FII is required to be give like name, address, date of incorporation, country of incorporation, number of shares held and percentage of shares held.
NUMBER OF PROMOTERS, MEMBERS, DEBENTURE HOLDERS:
Number at beginning, addition, cessation and number at end of year are required to be given in promoters, members (other than promoters), and debenture – holders categories.
DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
Composition of Board of directors at beginning and end of year is required to be disclosed along with percentage of shares held by directors of that category at end of the year. Directors of each category are classified (in column) as executive and non – executive directors. Categories are A. Promoters, B. Non – promoters which includes non – independent and independent directors and C. Nominee Directors representing Banks & FIs, Investing Institutions, Government, Small shareholders, others.
I am slightly confused, whether small shareholders have any power to nominate directors? Answer to my mind is simply NO. Companies Act 2013 gives power to appoint small shareholders’ director under Section 151 is appointed by company not nominated by anyone.
Number of directors and Key Managerial Personnel (KMPs) who are not directors is required to be given as on the financial year end date. Name, DIN/PAN, Designation, number of equity shares, and date of cessation after closure of Financial Year shall be mentioned. Where key managerial person is a director, his details shall be mentioned only once.
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.
Particulars of changes during the financial year shall be given in next block. Name, DIN/PAN, Designation, date of change, and nature of change like appointment or change in designation or cessation shall be mentioned here.
MEETINGS:
MEMBERS/CLASS /REQUISITIONED/CLB/NCLT/COURT CONVENED MEETINGS:
These meetings are meetings of members or class of members. This form support details of up to 99 such meetings. In this block, details like type of meeting, date of meeting, total numbers of members entitled to attend the meeting, total numbers of members attended, and percentage of shareholdings of members attended such meeting.
BOARD MEETINGS:
This form support details of up to 99 board meetings. In this block, details like date of meeting, total numbers of directors on the date of meetings, numbers of directors attended, and percentage of attendance in that meeting.
COMMITTEE MEETING:
Committee meetings include meetings of all committees of the board of the company. This form support details of up to 99 committee meetings. In this block, details like type of meeting, date of meeting, total numbers of directors on the date of meetings, numbers of directors attended, and percentage of attendance in that meeting.
REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:
Select NIL if there is no managerial remuneration is given in entire year.
Remuneration details of up to 99 directors, Managing Directors, Whole time directors and Managers may be entered. Information required to be entered is Name, Designation, Gross Salary, Commission, Stock Option / Sweet Equity, other perquisites and Total Amount.
Remuneration details of up to 99 key managerial personnel like Chief Executive Officer, Chief Financial Officer, and Company Secretary. Information required to be entered is Name, Designation, Gross Salary, Commission, Stock Option / Sweet Equity, other perquisites and Total Amount.
Remuneration details of up to 99 other directors who are not covered earlier may also be given. Information required to be entered is Name, Designation, Gross Salary, Commission, Stock Option / Sweet Equity, other perquisites and Total Amount.
MATTERS RELATED TO CERTIFICATION OF COMPLIANCES AND DISCLOSURES:
CERTIFICATION OF COMPLIANCES:
This is “very simple” simple yes – no type question. No one know unknowingly committed non – compliances. Anyway, company need to give straight reply and if reply is no, it need to give details with reason and supporting documents

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