REVISION OF FORM MGT 7
REVISION OF FORM MGT 7
REVISION
OF FORM MGT 7
HOW
TO FILE REVISED MGT 7?
Firstly the question arises that whether MGT 7 can
be revised or not once it is filed, the answer is , “YES”, we can file revised
MGT 7 subject to certain approvals from respective departments.
Two
reasons where the need arises to file revised MGT 7:
1. Incorrect
filing of form
2. Incorrect
preparation and filing of Financial Statements
Ø Process for filing revised MGT 7 in
case of incorrect filing of Form MGT 7:
Suo
motto by Roc:
As per rule 10(6) of
Company Registration and Office Rules,2014 if after filing of form through
Straight Through Process the Registrar finds that the form in incomplete or
defective in any respect, he shall mark the form or document as defective in electronic registry and shall
also send a notice pointing out the defects or incompleteness in the form or
documents attached,at the latest updated
email address of the Company or person who had filed the form.
The notice shall
mention the defects as identified by ROC, asking for re-filing of form after
rectification of defects along with additional fee within 30 days from the date of
notice.
Request
by Company to mark as defective due to error in filing :
The second scanerio
arises where the Company after filing of form with ROC, later discovers some errors in reporting of form MGT
7 and wants rectification of the same.The Company can approach respective ROC seeking its
approval for filing revised form.
Process
for rectification of form in such case is as under:
·
Company shall prepare an application
mentioning the reason for revision of form.
·
Director and professional will digitally
sign the form, prepare an affidavit and oath about the change in form.
·
Company shall file such application
along with original copy of affidavits
with concerned ROC.
·
ROC shall analyze the application and if
satisfied with the reason mark the filed form as defective in its electronic
registry.
·
Once the form is marked as defective
,the Company shall be able to file the revised form with additional fees.
Ø Incorrect preparation and filing of
Financial Statements or Board’s report:
As
per section 131 of Companies Act,2013 if it appears to the Directors of the
Company that the Financial statements and Board’s report do not comply with the provisions as
required by law,they may prepare revised financial statements and revised
report with respect to any of the preceeding three Financial years after
obtaining approval of NCLT in such manner as prescribed and a copy of such
order shall be filed with respective ROC.
Provided that revised
financial statement or report can be filed only once in a financial year.
Process for NCLT Approval:
ü Send
seven notice for holding Board meeting for passing of necessary resolutions.
ü Conduct
and hold Board meeting and pass necessary resolution in respect of following
matters:
o
To take in principal approval of NCLT
for filing of revise financial statement and board’s report
o
Authorising practicing professional to
appear before NCLT on behalf of Company.
ü Apply
to NCLT in form NCLT-1 along with necessary attachments in Annexure B
o
Audited copy of financial statements for
the relevant period
o
MOA & AOA OF Company.
o
Details of persons responsible for
making financial statements such as MD,CFO,CS or Directors of the Company.
o
Name and details of the Auditors
including previous auditors,including previous auditors who had signed the
financial statements.
o
Certified true copy of the resolution
passed in the Board Meeting
o
Affidavit for verifying the petition in
form NCLT-6
o
Bank draft as proof of payment of
application fee
o
Memorandum of appearance
o
Reasons for revising the financial
statement’s and Board report
o
Any other relevant document
ü Advertise
the petition in form NCLT 3A at least 14
days before the date of hearing in English newspaper and one in vernacular
newspaper where the registered office of the Company is situated.
ü Advertisement
shall also be publish by the Company on its website after newspaper
advertisement.
ü Affidavit
in form NCLT 6 shall be filed with NCLT atleast three days prior to hearing as
a proof of stating the petition had been advertise as per the rules.
ü Power of NCLT regarding
advertisement:
o
If the advertisement and service of
petition is not as per the required
rules and regulations, NCLT can dismiss the petition or mark such discretion as
it may think .
o
NCLT will issue notice to the auditor
who had audited the financial statements in form NCLT -5
ü Order copy from NCLT
o
After receipt of NCLT order for revision
of financial statements, copy of the order shall be filed with ROC in INC-28
within 30 days of receipt of order.
o
Hold and convene the General meeting to
consider and adopt the revised financial statements, directors report .
o
Notice of such meeting along with
reasons to revise financial statements and directors report shall be advertised
in English newspaper and vernacular newspaper.
o
After approval in General Meeting, the
Company shall file the revised statement along with the auditors statement with
ROC in INC 28 within 30 days of conclusion of Meeting..