What to Do If You Miss the MGT-7 Filing Deadline?

Introduction

For any company operating in India, staying on top of legal requirements is crucial. One such vital document is the MGT-7, an “Annual Return” that most companies need to submit to the Registrar of Companies (ROC) every year. Think of it as a yearly report card that gives a clear picture of the company’s financial health, who owns it, who’s in charge (directors), and other important legal details.

Why is MGT-7 so important? Simply put, not filing it on time can lead to fines and legal trouble. But what if a company misses the deadline? This guide will help you understand MGT-7 and what steps to take if you find yourself in that situation.

What is Form MGT-7?

Form MGT-7 is a report required under Section 92 of the Companies Act, 2013. It contains a lot of essential information, including:

• Company’s Basics: Where its main office is located and what its primary business activities are.
• People Involved: Details about the directors, shareholders (those who own shares), and debenture holders (those who have lent money to the company).
• Money Matters: A summary of the company’s financial performance.
• Other Legal Information: Any other legal disclosures and compliance details.

Who Needs to File MGT-7?

Almost all companies in India, except for “One Person Companies” (OPCs), must file this form every year. The deadline is usually within 60 days after the company’s Annual General Meeting (AGM). If a company isn’t required to hold an AGM, the form still needs to be filed within 60 days from when the AGM would have been held.

What Happens if You’re Late to File Form MGT-7?

Missing the MGT-7 deadline can have serious consequences:

1. Daily Late Fee: A penalty of ₹100 is charged for every single day the filing is delayed. There’s no limit to this penalty, so it keeps adding up until the form is finally submitted.
2. Directors at Risk: If the non-compliance continues for too long, the directors of the company might be disqualified from holding such positions under Section 164(2) of the Companies Act.
3. Company Flagged: The company might be marked as a “defaulting” company by the ROC, which can lead to closer scrutiny or even legal notices.
4. Other Filings Affected: A delay in filing MGT-7 can also impact the submission of other important forms like MGT-7A (a simplified version for small companies) or AOC-4 (for financial statements).

What to Do if You Miss the Filing Deadline of form MGT-7?

If you realize you can’t file MGT-7 on time, don’t panic, but act quickly:

1. Acknowledge the Delay: The first step is to formally recognize that the deadline has been missed. It’s a good idea to record the reasons for the delay in the minutes of a board meeting.
2. Get Ready Immediately: Even though the deadline is passed, start gathering and double-checking all the information needed for MGT-7. This includes details like:
   • How many shares are owned by whom (shareholding patterns).
   • Who is on the company’s board of directors?
   • The company’s financial records.
3. File with Late Fees: The Ministry of Corporate Affairs (MCA) portal allows you to file MGT-7 even after the due date. The catch is, you’ll have to pay the late fee of ₹100 per day. Remember, this penalty has no upper limit and will keep increasing until you submit the form.
4. Keep Stakeholders Informed: It’s good practice to let important people know about the situation, such as the company’s board members and statutory auditors. This keeps everyone in the loop about the delay and the plan to fix it.
5. Consider Voluntary Disclosure (If Necessary): If the delay is significant, you might consider voluntarily informing the ROC about the reasons for the delay and what steps you’re taking to prevent it from happening again.
6. Plan for the Future: To avoid similar issues down the line, set up a proper compliance calendar or use specialized software that sends reminders before important filing deadlines.

Seeking Legal Help (If Applicable)

Generally, there isn’t a specific provision to excuse delays for MGT-7 easily. However, in few situations, if there’s a genuine reason for the delay or a system error, companies might be able to seek some relief by:

• Condonation under Section 460: This involves applying to the Central Government to overlook the delay, but this is only for very strong, valid reasons.
• Representations to ROC: You can try to explain your situation to the ROC and ask for a lighter penalty, though this isn’t guaranteed.

How to Avoid Future Delays?

• Regular Compliance Checks: Make it a habit to regularly review your company’s compliance status.
• Expert Help: Consider hiring or consulting a qualified Company Secretary (CS). They are experts in corporate law and can ensure all filings are done correctly and on time.
• Use Reminders: Pay attention to MCA notifications and set up your own reminders for deadlines.
• Quarterly Audits: Conduct internal audits every three months to make sure all your company documents are up-to-date and ready for filing.

Government Filing Fees (Based on Company’s Share Capital):

Important Things to Remember

• MGT-7 vs. MGT-7A: MGT-7 is for larger companies, while MGT-7A is a simpler version for “small companies” and One Person Companies (OPCs).
• Digital Signature is a Must: The MGT-7 form needs to be digitally signed by a director of the company and a practicing professional (like a Chartered Accountant, Company Secretary, or Cost and Management Accountant).
• Role of the Company Secretary: A practicing Company Secretary (CS) plays a vital role by certifying the form and ensuring all the information provided is legally accurate and complete.
• ROC Scrutiny: Late filings can raise red flags with the ROC and might lead to closer examination of your company’s future filings.
• Impact on Business Reputation: Not following regulatory rules can hurt your company’s standing with banks, investors, and business partners.

Conclusion

Filing Form MGT-7 isn’t just a simple formality; it shows how transparent and responsible a company is. Missing the deadline can lead to financial penalties and damage your company’s reputation. However, by acting quickly to fix the issue and improving your internal processes, you can reduce the negative impact and prevent it from happening again. Being proactive with compliance is a sign of a well-managed business and helps you stay on the right side of the law.

Suggested Read :

Form MGT7 & MGT7A

Filing Forms GNL-2 and MGT-14

Form MGT 7A small Companies

What is Form MGT 14?

File Form MGT-7 and AOC-4 Online

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