1. Introduction
The MGT-7 is the Annual Return prescribed under Section 92 of the Companies Act, 2013, read with Rule 11 of the Companies (Management and Administration) Rules, 2014. It is a statutory compliance for every company (except certain exemptions) to file details about its shareholders, directors, shareholding pattern, indebtedness, and corporate governance matters for the financial year.
With the migration of MCA services from the V2 Portal to the V3 Portal, the process of filing MGT-7 (and MGT-7A for small companies and OPCs) has undergone significant changes — both in user interface and data validation. The new system aims to improve accuracy, integration, and ease of compliance, but it also demands more preparation and understanding from companies and professionals.
2. Legal Framework & Applicability
2.1 Relevant Provisions
- Section 92 – Annual Return.
- Rule 11(1) of Companies (Management and Administration) Rules, 2014 – Form and contents of the annual return.
- Rule 11(2) – Certification of MGT-7 by a Practising Company Secretary for companies with:
- Paid-up share capital of ₹10 crore or more; or
- Turnover of ₹50 crore or more.
2.2 Forms in V3
- MGT-7 – Applicable to all companies except:
- OPCs
- Small Companies
- MGT-7A – Applicable to OPCs and Small Companies (introduced w.e.f. FY 2020-21).
2.3 Due Date
- 60 days from the date of the AGM.
- If AGM not held, then 60 days from the date on which AGM should have been held.
3. Key Changes in MGT-7 on MCA V3 Portal
The MCA V3 interface has redesigned MGT-7 with pre-fill integrations, data cross-checks, and enhanced compliance mapping. Below are the major changes:
3.1 MCA V3 Login & User Roles
- Filing now requires MCA V3 Login with proper user role (Director/Professional).
- Professional certification must be done using the associate profile linked with professional membership (CA/CS/CMA).
- Digital Signature Certificates (DSCs) are pre-validated in V3; outdated DSCs will be rejected.
3.2 Integrated Data from Other Filings
- Pre-filled data from:
- DIR-12 (Director details)
- PAS-3 (Allotment details)
- SH-7 (Share capital changes)
- CHG-1/CHG-4 (Charges)
- Minimizes manual entry but requires data reconciliation before filing.
3.3 Shareholding Pattern Changes
- The V3 form auto-calculates % shareholding based on pre-filled paid-up capital.
- Mandatory disclosure of Beneficial Owners in sync with BEN-2 filings.
- New validation: The total number of shares held by shareholders must match the paid-up capital in the balance sheet.
3.4 Enhanced Director/KMP Disclosures
- Automatic pull from DIR-12 filings.
- Validation against DIN status — if DIN is “Deactivated,” the form will not accept the entry.
- KMP details now require exact designation mapping as per Rule 8/8A of Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014.
3.5 Compliance-related Questions Expanded
- CSR applicability auto-calculated from financials and Section 135 thresholds.
- Questions on:
- Number of Board Meetings held vs. statutory minimum.
- AGM dates and details of any adjournment.
- Compliance with auditor rotation provisions under Section 139.
3.6 Attachments – New Requirements
Earlier attachments were:
- List of shareholders
- Approval for extension of AGM (if applicable)
In V3, new attachments include:
- List of debenture holders (if applicable)
- MGT-8 (for applicable companies)
- List of shareholders and transfers during the year in Excel/PDF
- Optional attachment for additional disclosures.
3.7 Filing & Pre-scrutiny
- V3 removes the offline pre-scrutiny option; pre-scrutiny is done online before DSC affixation.
- The form is web-based, not an offline PDF — requires stable internet and browser compatibility.
4. Practical Impact on Companies & Professionals
4.1 Advantages
- Reduced manual errors with pre-filled data.
- Real-time validation with MCA database.
- Integrated workflow with other forms — fewer inconsistencies.
4.2 Challenges
- If prior year forms (DIR-12, PAS-3, SH-7) have errors or mismatches, MGT-7 filing may be blocked.
- Browser/DSC issues in web-based filing can delay submission.
- Professionals must reconcile shareholding and financials before starting the form.
5. Step-by-Step Filing Process in MCA V3
Step 1 – Pre-Filing Preparation
- Conduct a compliance check – Ensure all changes in directors, share capital, charges are filed before MGT-7.
- Reconcile shareholding register with MCA data.
- Confirm AGM date and resolutions.
Step 2 – Login & Start Form
- Login to MCA V3 portal → Select Annual Filing → MGT-7/MGT-7A.
- Select financial year.
Step 3 – Data Verification
- Verify auto-populated details.
- Cross-check pre-filled financial figures with audited statements.
Step 4 – Attachments Upload
- Prepare list of shareholders and transfers in the required format.
- Attach MGT-8 if applicable.
Step 5 – Certification & Submission
- Affix DSC of Director and Professional.
- Pay statutory filing fees as per Companies (Registration Offices and Fees) Rules, 2014.
- Download SRN acknowledgement.
6. Penalties for Delay or Non-Filing
- Additional fees – ₹100 per day of delay under Section 403.
- Penal provisions – Section 92(5) imposes fines on:
- Company – ₹50,000 + ₹100/day (max ₹5,00,000).
- Officer in default – ₹25,000.
7. Latest Updates & Clarifications (2024–25)
- MCA has issued advisories on V3 filing, emphasizing:
- Timely updation of Master Data before filing MGT-7.
- Avoid multiple login attempts during DSC affixation.
- Use of updated browser versions (preferably Chrome/Edge).
8. Conclusion
The shift to MCA V3 for MGT-7 filing is part of the Ministry’s long-term vision to create a fully integrated, error-free corporate compliance ecosystem. While the new system demands more preparation and technical adaptation, it will ultimately enhance transparency, reduce mismatches, and simplify compliance monitoring.
For corporates and professionals, advance planning, reconciliation of data, and familiarisation with V3 workflow will be key to timely and hassle-free filing.
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