PART A — Step-by-Step Process for Demat Registration (For Investors)

Opening a Demat account with a Depository Participant (DP) is the first step toward holding securities digitally.

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Step 1: Choose a Depository Participant (DP)

Select a SEBI-registered DP such as a bank, broker, or financial service provider.
Factors to consider:

• Account opening fees
• Annual maintenance charges
• User experience
• Customer support
• Trading & investment features

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Step 2: Start the Application Process

Begin the Demat account opening online or offline by providing basic details such as mobile number, email, and PAN.

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Step 3: Complete KYC Verification

Submit proof of identity, proof of address, and financial documents.
Most DPs now provide online e-KYC + Video KYC, making the process quick and paperless.

Documents Required for Demat Registration

• PAN (mandatory)
• Aadhaar / Passport / Voter ID
• Bank account proof (passbook/cancelled cheque)
• Photograph
• Signature specimen

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Step 4: Sign Account Opening Documents

You must sign:

• Demat Account Opening Form
• Rights & Obligations document
• Tariff sheet

Signing can be done via e-sign (OTP-based) or physically.

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Step 5: Complete In-Person Verification (IPV)

Required for identity validation.
Can be completed through:

• Video verification, or
• DP branch visit

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Step 6: Receive Your Demat Details

Once your application is verified, you will receive:

• DP ID
• Client ID (Your Demat Account Number)

Your account is now active, and you can hold shares, bonds, mutual fund units, and other securities electronically.

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PART B — Step-by-Step Process for Obtaining ISIN (For Companies / Issuers)

An ISIN is a unique 12-digit code required for a company to issue, dematerialise, and transfer securities under NSDL/CDSL.

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Step 1: Appoint a SEBI-Registered RTA (Registrar & Transfer Agent)

RTAs such as KFin, Link Intime, or Bigshare manage:

• ISIN application
• Shareholder record maintenance
• Corporate actions
• Dematerialisation processing

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Step 2: Choose a Depository (NSDL or CDSL)

Your ISIN will be created under one of these depositories based on preference or RTA guidance.

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Step 3: Collect Necessary Documentation

Documentation varies based on type of security (equity, preference, debenture, etc.).
Common requirements include:

Documents Required for ISIN Allotment

• Certificate of Incorporation
• MOA & AOA
• PAN of the company
• Board resolution approving dematerialisation
• Share capital structure
• Specimen signatures of authorised signatory
• Shareholder list (if converting physical shares)
• ISIN application form (provided by RTA)

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Step 4: Submit ISIN Application to RTA

The company submits all documents to the RTA.
The RTA verifies the paperwork and sends the approval request to NSDL/CDSL.

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Step 5: Depository Review & Verification

NSDL/CDSL checks:

• Company registration details
• Share capital accuracy
• Documentation completeness
• Compliance status

If everything is in order, the depository proceeds with ISIN creation.

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Step 6: ISIN Allotment

Once approved, the company receives a unique ISIN for its security.
Each type of security requires a separate ISIN.

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Step 7: Shareholder Dematerialisation Begins

After ISIN allotment:

• Shareholders submit physical certificates to their DP
• DP forwards demat requests to RTA
• RTA validates certificates
• NSDL/CDSL credits shares to Demat accounts

This completes the transition from physical to electronic holding.

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Timelines & Fees

Demat Account Opening:

• Same day to 2–3 working days

ISIN Allotment:

• 5 to 15 working days (varies by RTA & depository)

Fees:

• Demat: Account opening + AMC charges
• ISIN: RTA charges + annual maintenance + depository service fees

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Common Mistakes to Avoid

• Submitting inconsistent documents (name mismatch, wrong capital structure)
• Not preparing proper board resolutions
• Appointing an unregistered or inexperienced RTA
• Delay in shareholder communication for dematerialisation
• Missing signatures or incorrect file formats

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How SavingMantra Helps

SavingMantra provides end-to-end assistance for both processes:

For Investors

• Smooth Demat account onboarding
• KYC assistance
• Guidance for selecting the right DP

For Companies

• RTA appointment support
• Complete documentation preparation
• Filing ISIN application
• Coordination with NSDL/CDSL
• Handling dematerialisation requests
• Ensuring regulatory compliance at every step

With our expert compliance solutions, companies and investors can complete these processes quickly and confidently.

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FAQs

1. Is ISIN mandatory for private companies?

Yes, if they intend to dematerialise shares or issue new securities.

2. Can a company have multiple ISINs?

Yes. Each security type—equity, preference, debenture—requires a different ISIN.

3. Can an investor open a Demat account online?

Absolutely. Most DPs offer fully digital onboarding.

4. Who allots an ISIN?

ISIN is allotted by NSDL or CDSL through an RTA.

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The information provided in this blog is for general informational and educational purposes only and should not be construed as legal, tax, or professional advice.While every effort has been made to ensure accuracy and compliance with the applicable provisions of the Companies Act, 2013 and related rules, laws and regulations may change over time and interpretations may vary based on specific facts and circumstances.

All services are subject to applicable laws, rules, and government approvals prevailing at the time of execution.

✔ Step 1: Visit MCA Portal

Go to the Ministry of Corporate Affairs website:
https://www.mca.gov.in

Navigate to:
MCA Services → E-Forms → Download Forms

Search for MSME Form I.

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✔ Step 2: Download & Open MSME Form I

Download the latest version.
Open the form using MCA-supported PDF viewer.

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✔ Step 3: Enter Company Details

Fill:

• Corporate Identification Number (CIN)
• Company name auto-populates
• PAN, address, email
• Select reporting period (Half-year)

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✔ Step 4: Add Supplier Details

Under MSME Supplier Details, enter:

• Supplier Name
• PAN
• Outstanding Amount
• Invoice Number
• Invoice Date
• Reasons for delayed payment (mandatory)

Add multiple entries if required.

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✔ Step 5: Attach Supporting Documents

Upload:

• Declaration by the director
• List of suppliers (Excel/PDF)
• Any supporting business documents (if applicable)

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✔ Step 6: Affix Digital Signature (DSC)

Use the Director’s DSC registered on MCA.
Ensure Java & DSC drivers are updated.

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✔ Step 7: Upload the Form on MCA Portal

Navigate to:
MCA Services → Upload E-Forms

Upload your signed form.
Pay fees (₹0 – No filing fee).

After upload:

• SRN will be generated
• Email confirmation will be sent

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✔ Step 8: Track Status

Go to Track SRN on MCA portal.
You can check whether:

• Form is Approved
• Pending
• Resubmission required

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Why Filing MSME Form I Matters

• Avoid penalties under Companies Act
• Maintain transparency with vendors
• Improve compliance rating
• Build trust with MSME suppliers
• Prevent legal issues for delayed payments

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Penalties for Not Filing

Non-compliance may result in penalties:

• Company: ₹25,000
• Officer in Default: ₹25,000 to ₹3,00,000
• Possible prosecution for continuous default

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Common Errors While Filing MSME Form I

• Incorrect MSME supplier status
• Wrong invoice dates
• DSC mismatch
• Not giving reasons for delay
• Incorrect reporting period selection

SavingMantra recommends verifying supplier MSME validity (Udyam Registration) before filing.

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Frequently Asked Questions (FAQ)

1. Is MSME Form I compulsory for all companies?

Only for those with outstanding dues to MSMEs beyond 45 days.

2. Does an MSME need to file Form I?

No. Only companies that owe money to MSMEs file this form.

3. Is there any filing fee?

No, filing MSME Form I is free of cost.

4. Can the form be revised?

Yes, if the MCA marks it for resubmission.

5. What if there are no outstanding dues?

Then the company does not need to file the form.

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Conclusion

Filing MSME Form I is a mandatory compliance for companies dealing with MSME vendors. Timely filing not only avoids penalties but also reflects responsible financial discipline.

The information provided in this blog is for general informational and educational purposes only and should not be construed as legal, tax, or professional advice. While every effort has been made to ensure accuracy and compliance with the applicable provisions of the Companies Act, 2013 and related rules, laws and regulations may change over time and interpretations may vary based on specific facts and circumstances.

All services are subject to applicable laws, rules, and government approvals prevailing at the time of execution.

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Step-by-Step Process for Surrender of DIN

Step 1: Check DIN Status on MCA Portal

Before proceeding, verify whether the DIN is:

• Active
• Not used in filings
• Duplicate

This helps determine eligibility for surrender.

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Step 2: Prepare Affidavit and Declaration

A formal affidavit must be prepared containing:

• Full details of the DIN
• Reason for surrender
• Confirmation that the DIN is unused (if relevant)
• Details of duplicate DINs, if any

This affidavit must follow MCA’s prescribed format.

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Step 3: Gather All Supporting Documents

Collect KYC documents, identity proofs, board resolutions (if applicable), and death certificate (in case of surrender due to death of the DIN holder).

Ensure all information is consistent and error-free.

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Step 4: Fill Form DIR-5 on MCA Portal

Log in to the MCA portal and complete Form DIR-5, which includes:

• DIN details
• Applicant’s personal information
• Declaration of surrender
• Reason for cancellation
• Attachment of all required documents

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Step 5: Attach Affidavit and Other Documents

Upload all required files, ensuring clarity and accuracy. Any mismatch may cause rejection.

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Step 6: Apply DSC and Get Professional Certification

DIR-5 must be digitally signed by:

• The applicant, and
• A Practicing CA/CS/CMA who certifies correctness of information and documents

Without professional certification, the form cannot be submitted.

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Step 7: Pay Filing Fees on MCA Portal

Complete the payment online and download the acknowledgement and challan.

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Step 8: MCA Examination & Approval

MCA reviews the application to verify:

• Non-usage of DIN
• Document accuracy
• Validity of reasons for surrender

If everything is in order, the DIN is deactivated and marked as surrendered.

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Step 9: Verify Surrender Status

After approval, check the MCA portal (DIN search option).
The status should show:

• “Surrendered”
• “Cancelled”, or
• “Deactivated”

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Time Required for DIN Surrender

• Standard processing time: 7–15 working days
• Delays can occur if documents or affidavits are incomplete or incorrect.

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Common Reasons for Rejection

• DIN has been used in any filing (DIR-3 KYC, appointment forms, etc.)
• Name or identity mismatch across documents
• Incorrect affidavit wording
• Missing documents or proof
• Wrong reason selected in DIR-5
• DSC errors or expired DSC

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How SavingMantra Helps

SavingMantra provides end-to-end assistance for smooth and accurate DIN surrender:

• Drafting affidavits and declarations
• Preparing and validating all documents
• Filing Form DIR-5 with DSC
• Professional (CA/CS/CMA) certification
• Coordinating with MCA until approval
• Avoiding rejections due to technical or compliance errors

With our expert team, your DIN surrender process becomes quick, accurate, and stress-free.

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FAQs

1. Can a DIN be surrendered if it was used earlier?

No. A DIN that has been used even once in MCA filings cannot be surrendered.

2. Can duplicate DINs be surrendered?

Yes. MCA requires surrender of all duplicate DINs, keeping only one valid DIN active.

3. Is DIR-5 mandatory for DIN surrender?

Yes, it is the official form prescribed by MCA for surrendering a DIN.

4. Do I need professional certification for DIR-5?

Yes. A practicing CA, CS, or CMA must certify the form.

5. After surrender, is DIR-3 KYC required?

No. Once DIN is surrendered or deactivated, KYC filing is not required.

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The information provided in this blog is for general informational and educational purposes only and should not be construed as legal, tax, or professional advice.While every effort has been made to ensure accuracy and compliance with the applicable provisions of the Companies Act, 2013 and related rules, laws and regulations may change over time and interpretations may vary based on specific facts and circumstances.

All services are subject to applicable laws, rules, and government approvals prevailing at the time of execution.

Step 1: Determine Applicability of Form 10B or Form 10BB

Check based on trust activity:

✔ Income > ₹5 crore → Form 10B
✔ Foreign contribution received → Form 10B
✔ Business income claimed under exemption → Form 10B
✔ All other audited trusts → Form 10BB

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Step 2: Appoint a Chartered Accountant on Income Tax Portal

Steps:

1. Login to www.incometax.gov.in
2. Go to: “Authorized Partners → Add CA”
3. Enter CA’s membership number
4. Select Form 10B / 10BB
5. Submit authorization

The CA will now be able to upload the audit report.

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Step 3: Prepare Financial Statements & Audit Documents

The trust must prepare:

✔ Income & expenditure account
✔ Balance sheet
✔ Receipts & payments account
✔ Notes on accounts
✔ Related party disclosures
✔ Schedule of activities

These must be shared with the CA for audit.

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Step 4: CA Fills & Uploads Form 10B / 10BB

The CA logs into the CA portal and fills:

• Trust registration details (12A/12AB/10(23C))
• Activity classification
• Asset-liability details
• Application of income
• Corpus usage
• Investment compliance (Section 11(5))
• Foreign contribution details (if applicable)

Once complete, the CA uploads the form.

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Step 5: Trust Approves the Form Using DSC / EVC

After CA uploads the form:

1. Login as Trust
2. Navigate to “Pending Actions → Worklist”
3. Review the form
4. Approve using:
   • DSC (mandatory for companies)
   • EVC (for societies/trusts)

The form is now officially filed.

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Step-by-Step Process for Filing Form 10BD (Donation Statement)

Form 10BD is mandatory for all institutions receiving donations under Sections:

• 80G
• 35(1) for research entities

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Step 1: Gather Donor Details

Collect the following from each donor:

✔ Name
✔ Address
✔ PAN/Aadhaar
✔ Donation amount
✔ Mode of payment
✔ Donation type (corpus/specific/general)

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Step 2: Login to Income Tax Portal

1. Visit incometax.gov.in
2. Login using trust credentials
3. Navigate to:
   e-File → Income Tax Forms → File Income Tax Forms
4. Select Form 10BD

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Step 3: Enter Donation Details

Fill in:

• Donor’s identity
• Donation type
• Amount
• Section code (80G/35)
• Mode of receipt

Multiple donations from the same donor must be added separately.

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Step 4: Upload, Verify & Submit Form 10BD

After entering all details:

✔ Validate
✔ Submit using DSC/EVC
✔ Download acknowledgment

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Step 5: Generate Donation Certificate (Form 10BE)

After successful filing:

1. Navigate to “Downloads”
2. Select Form 10BE
3. Generate donor-wise certificate
4. Provide soft/hard copies to donors

This certificate allows donors to claim tax deductions.

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Documents Required for Form 10B / 10BD Filing

For Form 10B / 10BB

• Trust registration certificate (12A/12AB/10(23C))
• Audited financials
• Foreign contribution records
• Investment schedules
• Activity details
• Notes to accounts

For Form 10BD

• Donor PAN/Aadhaar
• Donation receipts
• Bank statements
• Donation register

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Important Due Dates

Form	Due Date
Form 10B / 10BB	30th September (AY)
Form 10BD	31st May (following FY)
Form 10BE	31st May (same as Form 10BD deadline)

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Common Mistakes to Avoid

❌ Missing donor PAN leading to 10BD rejection
❌ Wrong section codes (80G vs 35)
❌ Failure to issue 10BE certificate
❌ Not updating CA details
❌ Incorrect investment classification under Section 11(5)
❌ Delayed filing leading to penalties

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Benefits of Proper Filing

✔ Maintains tax exemption eligibility
✔ Builds transparency and donor confidence
✔ Ensures legal compliance
✔ Avoids penalties and cancellation of registration

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Conclusion

Filing Form 10B/10BB and Form 10BD is a mandatory compliance requirement for trusts and NGOs claiming tax exemption.
With proper documentation and timely filing, your organization can ensure smooth operations and continued eligibility for tax benefits.

SavingMantra can help you with:

✔ Audit support
✔ Form 10B/10BB preparation
✔ Form 10BD/10BE filing
✔ Donor data validation
✔ Complete trust compliance management

The information provided in this blog is for general informational and educational purposes only and should not be construed as legal, tax, or professional advice. While every effort has been made to ensure accuracy and compliance with the applicable provisions of the Companies Act, 2013 and related rules, laws and regulations may change over time and interpretations may vary based on specific facts and circumstances.

All services are subject to applicable laws, rules, and government approvals prevailing at the time of execution.

Step 1: Understand Eligibility and Requirements

Before beginning the conversion, ensure:

• There must be at least two partners in the LLP.
• One partner must be an Indian resident.
• All assets, liabilities, and business interests of the Proprietorship will be transferred to the LLP.
• The proprietor will become a partner in the LLP.

Proprietorships cannot be directly “converted” under a single statutory form. Instead, a new LLP is formed, and then the business is transferred.

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Step 2: Apply for Digital Signatures (DSCs)

Since LLP incorporation is fully online:

• All designated partners must have a Digital Signature Certificate (DSC).

DSC is required for filing incorporation forms on the MCA portal.

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Step 3: Apply for DIN / DPIN for Partners

Each designated partner must obtain:

• DIN (Director Identification Number) or
• DPIN (Designated Partner Identification Number)

This can be applied directly within the FiLLiP (LLP incorporation form).

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Step 4: Reserve Name for the LLP

Choose a name and apply through:

RUN-LLP (Reserve Unique Name) or

FiLLiP (combined with incorporation)

The name should:

• Not resemble an existing LLP/Company
• Comply with naming rules
• Use “LLP” at the end

If you want continuity, you can use a name similar to the proprietorship with NOC.

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Step 5: Draft the LLP Agreement

The LLP Agreement defines:

• Partner roles & responsibilities
• Profit-sharing ratio
• Powers & rights
• Capital contribution
• Management structure

This must be executed on stamp paper and filed in Form LLP-3 after incorporation.

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Step 6: Incorporate the LLP Using FiLLiP Form

File the FiLLiP (Form for incorporation of LLP) with MCA by attaching:

• Consent of partners
• Identity/address proofs
• Registered office proof
• NOC from owner (if rented property)
• Details of business activity

Once approved, MCA issues:

• Certificate of Incorporation (COI)
• LLPIN

This marks the legal creation of the LLP.

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Step 7: Transfer Assets & Liabilities from Proprietorship to LLP

After LLP formation:

• Prepare a Business Transfer Agreement (BTA)
• Transfer all assets, inventory, licenses, and contracts
• Transfer bank balances and close old accounts
• Ensure creditors are informed and approve the transfer

The entire business continues under the new LLP without disruption.

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Step 8: Apply for PAN & Update Bank Account

LLP is a separate legal entity; therefore:

• Apply for a new PAN for the LLP
• Open a new LLP bank account
• Update GST, MSME, and other registrations with new details

Funds from the proprietorship account may be transferred to the LLP.

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Step 9: File LLP Agreement in Form 3

Within 30 days of incorporation, file:

• Form LLP-3 containing the executed LLP Agreement

This is mandatory to avoid penalties.

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Step 10: Update All Registrations & Compliances

Convert or update all existing registrations:

• GST Registration – file amendment
• MSME Registration – update entity type
• Shops & Establishment License
• Professional Tax Registration
• Trademark ownership transfer (if any)
• Import Export Code (IEC) update

Notify suppliers, customers, employees, and banks about the conversion.

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Step 11: Maintain Proper Books & Compliance as LLP

After conversion, LLP must comply with:

• Annual Return (Form 11)
• Statement of Accounts & Solvency (Form 8)
• Income Tax Return filing
• Maintenance of financial records
• Compliance with LLP Agreement

This ensures smooth operations and legal standing.

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Conclusion

Converting a Proprietorship into an LLP is a strategic move for businesses aiming to grow while enjoying legal protection and professional credibility. By following this step-by-step process—from DSCs and name reservation to transferring assets and updating registrations—you can ensure a seamless transition into an LLP structure.

The information provided in this blog is for general informational and educational purposes only and should not be construed as legal, tax, or professional advice. While every effort has been made to ensure accuracy and compliance with the applicable provisions of the Companies Act, 2013 and related rules, laws and regulations may change over time and interpretations may vary based on specific facts and circumstances

All services are subject to applicable laws, rules, and government approvals prevailing at the time of execution.

Step 1: Understand the Eligibility Requirements

A Public Company must meet the following basic requirements:

• Minimum 7 shareholders
• Minimum 3 directors
• At least one director must be an Indian resident
• No minimum paid-up capital requirement (as per amended Companies Act)
• Mandatory addition of the word “Limited” at the end of the company name

Meeting these conditions ensures eligibility to apply for incorporation.

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Step 2: Obtain Digital Signature Certificates (DSC)

All proposed directors and shareholders must obtain:

• Digital Signature Certificate (DSC) for signing e-forms
• DSC issuance requires ID proof, address proof, and photographs

This is the first technical step toward online incorporation.

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Step 3: Apply for Director Identification Number (DIN)

Each director must hold a DIN, which can be obtained through:

• Form DIR-3 (for existing individuals), or
• SPICe+ form (if applying during incorporation)

DIN enables individuals to act as directors in Indian companies.

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Step 4: Choose a Unique Name for the Company

Name reservation is done through:

Part A of SPICe+ Form

Propose two unique names with proper justification.

Follow naming rules based on:

• Trademark availability
• No identical or similar existing company name
• No offensive or restricted words
• Mandatory addition of “Limited” at the end

Approval usually takes 2–3 working days.

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Step 5: Draft Key Incorporation Documents

Important documents include:

1. Memorandum of Association (MOA)

Defines company objectives and scope.

2. Articles of Association (AOA)

Contains internal rules and governance framework.

3. Declarations & Affidavits

Such as:

• DIR-2 (director consent)
• INC-9 (declaration by subscribers)

4. Proofs of Registered Office

Rental agreement, utility bill, NOC, etc.

All documents must be legally accurate and properly executed.

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Step 6: File the SPICe+ Incorporation Form

The incorporation process is completed using SPICe+ Part B, which includes:

• Company details
• Directors & shareholders details
• Registered office details
• Capital structure
• MOA & AOA attachments
• Declaration forms

Additional linked forms include:

• AGILE-PRO (GST, EPFO, ESIC, Professional Tax, Shops & Establishment)
• INC-9
• URC documents (if converting from another structure)

Once filed and digitally signed, submit the forms on MCA portal with the required fees.

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Step 7: Obtain Certificate of Incorporation (COI)

After verification, the MCA issues:

• Certificate of Incorporation
• Corporate Identification Number (CIN)
• PAN & TAN (auto-generated)

This marks the legal birth of the Public Company.

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Step 8: Open a Bank Account

Submit:

• COI
• PAN
• MOA & AOA
• Board Resolution

Banks then activate the company’s current account for transactions.

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Step 9: Hold the First Board Meeting

Within 30 days of incorporation, the company must:

• Appoint the first auditor
• Approve share certificates
• Adopt common seal (if applicable)
• Discuss compliance requirements

Minutes must be recorded as per Secretarial Standards.

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Step 10: Issue Share Certificates & Update Statutory Registers

Companies must:

• Issue share certificates within 60 days
• Maintain registers:
  • Register of Members
  • Register of Directors & KMP
  • Register of Share Certificates

These records are compulsory under the Companies Act.

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Step 11: Complete Post-Incorporation Compliances

A Public Company must adhere to additional compliance obligations such as:

• Appointment of independent directors (when applicable)
• Filing annual returns (Form MGT-7)
• Financial statements (Form AOC-4)
• Regular board & shareholder meetings
• Event-based ROC filings (like PAS-3, DIR-12, MGT-14, etc.)

Maintaining compliance ensures good corporate governance and avoids penalties.

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Conclusion

Forming a Public Limited Company is a structured and compliance-driven process that enhances the company’s credibility, fundraising ability, and legal standing. By following the step-by-step procedure—from DSCs and name approval to incorporation and post-compliance—entrepreneurs can confidently establish a strong corporate entity.

The information provided in this blog is for general informational and educational purposes only and should not be construed as legal, tax, or professional advice. While every effort has been made to ensure accuracy and compliance with the applicable provisions of the Companies Act, 2013 and related rules, laws and regulations may change over time and interpretations may vary based on specific facts and circumstances

All services are subject to applicable laws, rules, and government approvals prevailing at the time of execution.

Step 1: Identify the Nature of ROC Notice or Issue

Before preparing any representation, determine the type of communication received from the ROC:

• Show-cause notice
• Inquiry or inspection observation
• Penalty notice or adjudication summons
• Defect or resubmission notice
• Strike-off notice (STK-1 or STK-7)
• Section 206/207 inquiry notice
• Compliance or clarification request

Correct identification helps determine the legal approach required.

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Step 2: Review Legal Provisions Under the Companies Act

Study the sections applicable to the issue:

• Section 92 (Annual Return)
• Section 137 (Financial Statements)
• Section 248 (Strike-off)
• Section 129 (Books of accounts)
• Section 206/207 (Inquiry & Inspection)
• Section 118 (Minutes compliance)
• Section 42, 62, 73, etc. (for share-related matters)

Understanding the legal framework ensures the representation is compliant and accurate.

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Step 3: Gather All Supporting Documents and Evidence

Collect relevant documentation such as:

• Board resolutions
• Previous MCA filings
• Financial statements
• Minutes of meetings
• Proof of compliance
• Correspondence with ROC
• Clarifications from directors/officers
• Agreements or supporting documents

Proper documentation significantly strengthens your case.

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Step 4: Analyze the Non-Compliance or Discrepancy

Conduct an internal review to determine:

• Why the non-compliance occurred
• Whether it was intentional or inadvertent
• The stakeholders involved
• The legal justification available
• Corrective steps taken by the company

This helps in drafting a strong and honest explanation.

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Step 5: Draft the ROC Representation Letter

A good representation letter should include:

1. Heading and Reference Details

Specify ROC notice number, SRN, date, and relevant legal sections.

2. Background of the Company

Brief details of incorporation, business, and compliance history.

3. Explanation or Clarification

• Respond point-by-point to ROC queries
• Provide reasons for delay/non-compliance
• Highlight that the issue was unintentional (if applicable)
• Mention corrective actions already taken

4. Supporting Documents

Mention annexures being attached.

5. Specific Request

For example:

• Withdrawal of notice
• Adjudication leniency
• Consideration of filings as valid
• Restoration/strike-off relief

A well-drafted representation increases acceptance chances.

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Step 6: Attach Annexures and Prepare Index

Organize supporting documents:

• Annexure A, Annexure B, etc.
• Proper page numbering
• Cross-referencing within the representation

Clear annexures help ROC officers verify facts quickly.

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Step 7: Obtain Authorized Signatory Approval

Ensure:

• Board Resolution (if required)
• DSC (Digital Signature Certificate) of director/professional
• Authority to represent before ROC

This step is mandatory for authenticity.

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Step 8: File the Representation with ROC

Depending on the nature of the notice:

• Upload via MCA V3 portal
• Submit through the adjudication module
• Send email or physical submission (as per instructions)

Filing must be done within the timeline mentioned in the notice to avoid penalties.

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Step 9: Attend Hearing (If Scheduled)

In many cases, ROC calls for:

• Physical hearings
• Virtual hearings
• Email clarifications

During the hearing:

• Present facts clearly
• Provide supporting documents
• Answer queries confidently
• Request reasonable relief
• Demonstrate commitment to compliance

Professional representation improves outcomes.

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Step 10: Comply With ROC Directions or Orders

After representation/hearing, ROC may issue:

• Penalty order
• Clarification request
• Instruction to update filings
• Direction for compounding
• Approval/rejection letter

Comply promptly to avoid further legal action.

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Step 11: Maintain Proper Compliance Records

Keep:

• Submitted representation copies
• ROC acknowledgment
• Hearing notes
• Final orders and compliances
• Updated statutory registers

These records are crucial during future inquiries or audits.

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Conclusion

ROC representation is a structured process that requires legal understanding, clear communication, and strong documentation. By following the step-by-step approach outlined above, companies can effectively respond to ROC notices, minimize penalties, and maintain strong compliance under the Companies Act, 2013.

The information provided in this blog is for general informational and educational purposes only and should not be construed as legal, tax, or professional advice. While every effort has been made to ensure accuracy and compliance with the applicable provisions of the Companies Act, 2013 and related rules, laws and regulations may change over time and interpretations may vary based on specific facts and circumstances

All services are subject to applicable laws, rules, and government approvals prevailing at the time of execution.

Step 1: Identify the Type of Corporate Matter and Jurisdiction

Before initiating representation, determine:

When to approach RD?

Common matters handled by the Regional Director include:

• Shifting of registered office from one state to another (Section 13)
• Approval for change in company name
• Conversion of public company to private company
• Compounding of offences under Companies Act
• Approval under Section 196 or other specific provisions

When to approach NCLT?

NCLT handles:

• Oppression and mismanagement (Sections 241 & 242)
• Revival of struck-off company (Section 252)
• Merger & amalgamation petitions (Sections 230–232)
• Insolvency & Bankruptcy Code (IBC) matters
• Reduction of share capital
• Rectification of register of members

Correct jurisdiction ensures faster resolution and procedural accuracy.

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Step 2: Understand Legal Requirements and Applicable Rules

Study the relevant statutes:

• Companies Act, 2013
• NCLT Rules, 2016
• RD Guidelines and MCA circulars
• IBC Rules (if applicable)
• Secretarial Standards

A strong legal foundation improves the quality of representation.

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Step 3: Gather Required Documents and Evidence

Documentation must be complete and accurate. Common documents include:

• Board Resolution & Power of Attorney
• Memorandum & Articles of Association
• Financial statements
• ROC master data and filings
• Notices, agreements, minutes of meetings
• Shareholding patterns
• Audit reports
• Supporting correspondence

These documents act as evidence to support your application or petition.

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Step 4: Draft the Petition or Application in Prescribed Format

The petition/application should include:

1. Cause Title

Details of parties, jurisdiction, and provisions invoked.

2. Synopsis & List of Dates

Summaries and chronological sequence of events.

3. Detailed Petition

• Facts of the case
• Legal grounds
• Justification for relief sought
• Supporting provisions and case laws

4. Prayer Clause

Precise relief requested from RD/NCLT.

5. Verification & Affidavit

Signed by the authorized representative.

Accuracy in drafting determines the strength and acceptance of your case.

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Step 5: Attach Annexures and Prepare Index

All documents must be:

• Properly marked as Annexure A, B, C…
• Numbered sequentially
• Referred to within the petition
• Organized in a clear index

Good documentation improves the Tribunal’s understanding of the case.

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Step 6: Obtain Board Authorization for Representation

The company must authorize:

• Filing of the petition/application
• Appointment of a professional or officer for representation
• Usage of DSC for online filings

This ensures procedural compliance under corporate laws.

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Step 7: File the Petition/Application with RD or NCLT

For RD Matters:

Filed through MCA V3 Portal by attaching required forms and documents.

For NCLT Matters:

Filed through:

• NCLT e-filing portal, or
• Physical submission (if required by bench)

Steps include:

1. Uploading petition
2. Paying statutory fees
3. Generating acknowledgment/SRN
4. Downloading filing receipt

Proper filing ensures admission of the case.

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Step 8: Serve Notices to Respondents and Other Authorities

After filing:

• Serve copies to respondents (e.g., shareholders, creditors)
• Inform ROC, RD, or other authorities (as applicable)
• File proof of service to the Tribunal

Without proper service, the case may be delayed or dismissed.

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Step 9: Attend Hearings and Present Arguments

Representation includes:

• Appearing before RD/NCLT
• Presenting facts and legal grounds
• Responding to queries from Members
• Filing additional affidavits or rejoinders if required
• Submitting clarifications or compliance reports

Effective advocacy significantly influences the outcome.

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Step 10: Comply with Directions or Orders Issued

After the hearing:

• Follow the directions in the interim/final order
• File revised documents (if required)
• Update ROC filings
• Implement changes approved by RD/NCLT

Compliance ensures closure of the matter without penalties.

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Step 11: Maintain Records for Audit and Future Reference

Keep:

• Certified copies of orders
• Hearing notes and submissions
• Acknowledgements and filings
• Final compliance documents

These records are essential for corporate audits and future litigation or scrutiny.

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Conclusion

Representation before RD and NCLT requires a structured approach, detailed documentation, legal knowledge, and effective communication. By following this step-by-step procedure, companies and professionals can handle corporate matters confidently, ensuring compliance and smooth navigation through regulatory processes.

The information provided in this blog is for general informational and educational purposes only and should not be construed as legal, tax, or professional advice. While every effort has been made to ensure accuracy and compliance with the applicable provisions of the Companies Act, 2013 and related rules, laws and regulations may change over time and interpretations may vary based on specific facts and circumstances

All services are subject to applicable laws, rules, and government approvals prevailing at the time of execution.

A Director plays a critical role in managing and governing a company. However, there may arise situations where a company needs to remove a director due to non-performance, misconduct, disqualification, or strategic restructuring.

The Companies Act, 2013 provides a clear legal framework for the Removal of Director, ensuring transparency and compliance with corporate governance norms.

This blog explains the step-by-step process for removal of a director in a simple and practical way.

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What is Removal of Director?

Removal of Director means legally terminating a director’s position in a company before the expiry of their tenure.

A director can be removed by:

• Shareholders
• Operation of law (disqualification)
• Resignation by director
• Central Government or Tribunal

This guide focuses on removal by shareholders, which is the most common scenario.

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Legal Provisions Applicable

• Section 169 – Companies Act, 2013
• Rule 23 – Companies (Management and Administration) Rules, 2014

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Step-by-Step Process for Removal of Director

Step 1: Issue Special Notice

• A Special Notice must be given to the company at least 14 clear days before the meeting.
• Notice can be given by:
  • Members holding at least 1% voting power, or
  • Members holding shares of ₹5 lakh or more

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Step 2: Intimation to the Director

• Company must send a copy of the special notice to the concerned director.
• The director has the right to:
  • Submit a written representation
  • Request circulation to members

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Step 3: Director’s Representation (Optional)

• Director may send a written representation to:
  • Company
  • Members
• If representation is received in time:
  • It must be circulated to members
  • Or read out in the general meeting

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Step 4: Hold General Meeting

• Company must convene:
  • Extraordinary General Meeting (EGM) or
  • Annual General Meeting (AGM)
• An Ordinary Resolution is passed for removal of director.

Note: Simple majority (more than 50%) is sufficient.

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Step 5: Passing of Resolution

• Resolution is voted upon by shareholders.
• If passed, the director stands removed from the date of resolution.

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Step 6: Appointment of New Director (Optional)

• A new director can be appointed in the same meeting.
• Special notice is also required for appointment if mentioned in original notice.

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Step 7: Filing of ROC Forms

After removal, mandatory filings with ROC are required:

✅ Form DIR-12

• To be filed within 30 days
• Details:
  • Date of removal
  • Board / Shareholder resolution
• Attachments:
  • Resolution copy
  • Notice of meeting

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Step 8: Update Statutory Registers

• Register of Directors updated
• Company records amended
• MCA master data reflects changes

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Cases Where Section 169 Does NOT Apply

Removal under Section 169 is not applicable to:

• Directors appointed by Tribunal
• Directors under proportional representation
• Nominee directors (conditions apply)

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Removal Due to Disqualification

In case of disqualification under Section 164, removal happens automatically due to:

• Non-filing of financials
• Non-filing of annual returns
• Conviction or fraud

ROC updates status without shareholder resolution.

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Consequences of Non-Compliance

Failure to follow the correct process may lead to:

• Invalid removal
• ROC penalties
• Legal disputes
• Director reinstatement by Tribunal

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Common Reasons for Removal of Director

• Breach of fiduciary duties
• Involvement in fraud
• Non-attendance of board meetings
• Loss of shareholder confidence
• Strategic restructuring

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How Saving Mantra Can Help

Saving Mantra provides end-to-end support for:

• Drafting special notice & resolutions
• Conducting EGM/AGM compliance
• ROC filing (DIR-12)
• Advisory on director disputes
• MCA data correction

✅ 100% compliance driven
✅ Fast turnaround
✅ Expert CA / CS handling

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Conclusion

The Removal of Director is a sensitive legal process that must strictly follow the Companies Act, 2013. From special notice to ROC filing, every step matters.

Professional handling ensures the removal is valid, dispute-free, and fully compliant with MCA norms.

The information provided in this blog is for general informational and educational purposes only and should not be construed as legal, tax, or professional advice. While every effort has been made to ensure accuracy and compliance with the applicable provisions of the Companies Act, 2013 and related rules, laws and regulations may change over time and interpretations may vary based on specific facts and circumstances.

All services are subject to applicable laws, rules, and government approvals prevailing at the time of execution.

INTRODUCTION :

Every company incorporated under the Companies Act, 2013 must file its annual return with the Ministry of Corporate Affairs (MCA). For Small Companies and One Person Companies (OPCs), the annual return is filed using Form MGT-7A — a simplified version of Form MGT-7.

Timely filing of MGT-7A is compulsory. It helps maintain corporate transparency, legal compliance, and ensures the company remains in “Active” status on the MCA portal. This blog covers the purpose, filing process, documents, penalties, and everything that companies need to know about MGT-7A filing.

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What Is Form MGT-7A?

Form MGT-7A is the simplified version of the Annual Return applicable to:

• Small Companies
• One Person Companies (OPCs)

It contains key details about:

• Directors
• Shareholders
• Shareholding pattern
• Company structure
• Meetings & compliance
• Changes during the financial year

This form ensures that the company’s statutory data is updated with the MCA annually.

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Who Should File Form MGT-7A?

MGT-7A is mandatory for:

✔ One Person Companies (OPCs)

✔ Small Companies

As defined under the Companies Act, a Small Company is one that has:

• Paid-up capital: ≤ ₹4 crore, and
• Turnover: ≤ ₹40 crore

All other companies must file Form MGT-7 instead.

Even companies with zero business activity must file annual returns.

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MGT-7 vs MGT-7A: Key Difference

Feature	MGT-7	MGT-7A
Applicability	All companies except OPC & Small	Only OPC & Small Companies
Complexity	Detailed	Simplified
Shareholding details	Extensive	Limited
Certification	PCS certification required sometimes	PCS certification not required
Time to prepare	Higher	Lower

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Due Date for MGT-7A Filing (2025)

The due date depends on your AGM timeline.

➡️ Due Date: 60 days from the conclusion of AGM

If AGM is not required (OPC), then:

➡️ Due Date: 60 days from the date financial statements are adopted

For FY 2024–25:
If AGM was on 30 September 2025,
MGT-7A due date = 29 November 2025

For OPCs:
Financials adopted by 27 September →
Due date = 26 November 2025

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Documents Required for Form MGT-7A Filing

You will need the following:

• List of shareholders
• Shareholding summary
• Directors’ details
• Company email & contact information
• Financial statements
• CIN, PAN, and other company details
• Net worth & capital structure details
• Digital Signature Certificate (DSC)
• Attachments such as:
  • List of debenture holders (if applicable)
  • List of shareholders
  • Approval letters/resolutions (if any)

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Information Captured in MGT-7A

The form includes:

1. Company Details

• CIN
• Name & registered office address
• Category and sub-category
• Class of company
• Paid-up capital

2. Principal Business Activity

NIC code classification

3. Share Capital & Structure

• Total authorised and paid-up capital
• Number of shares issued
• Shareholding pattern
• Transfer of shares

4. Details of Directors & KMP

• DIN
• Date of appointment
• Change during the year

5. Member & Debenture Holder Details

6. Meetings

• Board meetings
• Member meetings (if any)

7. Penalties, Compounding, or Appeals

8. Certification by Director

PCS certification not mandatory for MGT-7A.

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Step-by-Step Procedure for Filing MGT-7A

Step 1: Collect Company Information

Gather details related to:

• Shareholders
• Directors
• Capital structure
• Transfers & changes

Step 2: Prepare List of Shareholders

This is a mandatory attachment.

Step 3: Finalise Financial Statements

Adopted in Board Meeting or AGM.

Step 4: Download MGT-7A from MCA Portal

Log in with Director credentials.

Step 5: Fill the Form

Enter:

• CIN & basic info
• Shareholding pattern
• Director details
• Capital summary
• Meeting details

Step 6: Attach Required Documents

Step 7: Sign Using DSC

Digital Signature of:

• Director or Company Secretary

Step 8: Upload & Pay Filing Fees

Standard MCA filing fee applies.

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Penalties for Late Filing of MGT-7A

MCA imposes strict penalties:

Late Fee: ₹100 per day (NO upper limit)

This continues until the form is successfully filed.

Consequences of Non-Compliance

• Company status marked as defaulting
• Directors may be disqualified (under severe default)
• Higher scrutiny from ROC
• Difficulty in:
  • Bank loans
  • Government tenders
  • Investor onboarding

Businesses must file within the due date to avoid heavy financial burden.

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Why Filing MGT-7A Is Important

✔ Mandatory annual compliance

✔ Ensures transparent corporate data

✔ Protects directors from penalties

✔ Essential for banking, tendering & investor audits

✔ Supports clean MCA track record

✔ Required even for nil-turnover companies

✔ Helps maintain ACTIVE status

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Common Mistakes in MGT-7A Filing

❌ Incorrect shareholder list
❌ Mismatch with financial statements
❌ Using expired DSC
❌ Forgetting to report share transfers
❌ Missing director-change details
❌ Late filing → ₹100/day penalty
❌ Uploading improper attachments

Avoiding these ensures smooth approval.

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FAQs — MGT-7A Filing

1. Is MGT-7A mandatory for OPC?

Yes. OPCs must file MGT-7A annually.

2. Does an OPC require AGM?

No. But annual return filing is still required.

3. Is professional certification required?

No PCS certification is needed for MGT-7A.

4. What happens if no financial activity occurred during the year?

You must still file a NIL MGT-7A.

5. Can the form be revised?

Only through GNL-1 in limited cases.

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Conclusion

Form MGT-7A is a crucial annual compliance requirement for OPCs and Small Companies. It ensures corporate transparency, legal governance, and maintains good standing with MCA. Filing on time helps avoid penalties and strengthens business credibility.

Companies should keep shareholder records updated, maintain proper documentation, and ensure the filing is completed well before the deadline. Many businesses prefer professional support from compliance experts like Saving Mantra to ensure accurate and timely submissions.