E-Filing of MGT-7 & ADT-1-Clarificatory Points

[Sumit Binani]

Dear Professional Colleague,

You are aware that yesterday a webinar was conducted on e-filing of MGT-7 for the benefits of the professionals by ICSI wherein officials from MCA were also present. After going through the webinar, I am summarising below some important points which would be useful for fellow professionals while e-filing of Form MGT-7. Some useful information on ADT-1 is also provided.

• ADT-1 is not required to be filed in case of ratification of Auditor appointment.

• SRN of GNL-2 is a valid SRN required to be disclosed while filling AOC-4. The same has been enabled by MCA in the said form.

• Challenges still exist in cases of first auditor appointment in Board Meeting and also those appointed by CAG where ADT-1 is not mandatorily required to be filed. MCA has been appraised & taken note of it. Shall look into the matter.

• Non-promoter, non-public shareholding to be disclosed in the "Others" category either under Public or Promoter with a suitable note/disclosure that these are not Public/Promoter in case of MGT-7. This is required because technically, the pre-scrutiny option matches the shareholding pattern with paid up capital while filing MGT-7. Till such time, MCA revises it, the same shall have to be done.

• Shareholding Pattern in MGT-7 (unlike MGT-9 only requires equity break up) requires filling up information on both Equity & Preference Shareholding.

• The registered office address and the details of type of company, category of the company and the sub-category of the company are dynamic in nature. The caution is even if the current details are filled in here but not filed as required in the Act, the master data will not change and neither will it be considered as duly complied. For example, if the registered office address is changed here, it will be allowed but the master data will keep on reflecting the old address unless INC-22 is filed for the same.

• The email id of the Company and the telephone number though will be updated in the master data, as filled in MGT-7. The MCA updates the email id and telephone number on the basis of the last data filled in, in the columns of email id and telephone number. It is also advised that these data should be absolutely correct, valid and running. Professionals should desist from giving their personal email id and telephone number. In the column of telephone number, even mobile number is allowed to be filled in.

• The para asking for the 'Principal Business Activities of the Company', should be filled in with the assistance of the annexure in the help form. The codes, both the main activity group and the business activity has been laid there for ready reference. The companies have to lay down the description of all their business activities in descending order. To illustrate, if one business activity is generating 9% of the total turnover of the company and the second is generating 5% of the total turnover and the third is generating 2% and so on...then the presentation should be made in the order starting from 9%. 

Trust you shall find the above information useful.

Best Wishes & Regards

Sumit Binani

 

[SARVESH BHARDWAJ]

Dear Mr. Binani,

Please read the below query and give your opinion/suggestions:-

If there is casual vacancy in the office of an Auditor due to resignation of auditor then whether the
company is required to file Form ADT-1? The resigning auditor has not audited the annual accounts of
the company and tendered his resignation in August 2015. New auditors have also to conduct audit for
the F.Y. ending 31-03-2015. Resigning auditor has also filed Form ADT-3 in respect of his resignation.
As per section 139 (8) of CA 2013, BOD needs to filled the vacancy within 30 days and it should also be
approved in the duly convened General Meeting to be held within three months.

My question is:-

1) what should be the period counted for 30 days for filling the casual vacancy by BOD- date of
resignation or date of receiving the resignation by the company?

2) Does company needs to file 2 Form ADT-1? One for filling the casual vacancy and another for
appointing the auditors in AGM which was scheduled to be held on 30-09-2015.

3) Does the company needs to convene General Meeting also before the AGM (30-09-2015) as stated in
section 139 (8)?

4) If the situation given in para no. 3 above is correct then does the form ADT-1 needs to filed with
effect from the date of general meeting?


Please give your suggestions, if any.

Regards,

Sarvesh Bhardwaj
Mobile: 9350301058

On Fri, 09 Oct 2015 10:48:01 +0530 Sumit Binani wrote

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