What is a Form MGT-8?

Starting a new business venture comes with numerous compliance requirements that entrepreneurs need to navigate. Among these requirements for Indian companies is Form MGT-8, a crucial document that many startups may not be familiar with until they reach certain growth thresholds.  

This blog will walk you through everything you need to know about Form MGT-8, its applicability to your startup, and the consequences of non-compliance.

What is a Form MGT-8?

Form MGT-8 is a certification issued by a Company Secretary (CS) on a company's annual return, as mandated by Section 92(2) of the Companies Act, 2013. This certification attests that the annual return discloses accurate and adequate information and complies with the provisions of the Companies Act. Essentially, it serves as an assurance of the company's adherence to statutory requirements.

Who Needs to File for Form MGT-8?

The necessity for Form MGT-8 arises under specific conditions. Specifically, this form is necessary for companies that meet certain criteria, such as being listed or having a significant financial footprint:

Listed Companies: Companies listed on any recognized stock exchange in India.

Companies with Significant Capital or Turnover:

- Companies with a paid-up share capital of Rs. 10 crore or greater.

- Companies reporting an annual turnover of Rs. 50 crore or above.

For startups, this implies that if your company is listed or meets the specified financial thresholds, obtaining Form MGT-8 is mandatory.

The responsibility of filing Form MGT-8 lies with the company, but the certification must be conducted by an independent practicing Company Secretary. This external validation ensures impartiality and credibility of the information furnished in the annual return. It's important to note that this requirement is not applicable to private companies unless they meet the aforementioned criteria.

What Does Form MGT-8 Contain?

Form MGT-8 encompasses a comprehensive checklist to ensure the company's compliance with various statutory provisions. Key areas covered include:

1. Company Status: Verification of the company's standing under the Companies Act.

Maintenance of Records: Ensuring that registers and records are maintained accurately and updated timely.

2. Filing of Forms and Returns: Confirmation that all requisite forms and returns have been filed with the Registrar of Companies and other authorities within the prescribed timelines.

3. Meetings: Assessment of the convening and holding of Board meetings, committee meetings, and general meetings, including proper documentation of minutes.

4. Share Capital and Securities: Review of issues, allotments, transfers, transmissions, or buybacks of securities or shares.

5. Loans and Advances: Scrutiny of loans or advances made to directors or related parties, ensuring compliance with relevant provisions.

6. Contracts and Arrangements: Evaluation of contracts or arrangements with related parties to detect any potential conflicts of interest.

This exhaustive certification process aims to uphold corporate governance standards and foster transparency.

What Does a Company Secretary Look for in Form MGT-8?

Before issuing the MGT-8 certificate, a practicing Company Secretary conducts a thorough verification of multiple company documents, including:

• Register of Members and share transfers

• Register of Directors and Key Managerial Personnel

• Register of charges, loans, and investments

• Minutes of Board and General Meetings

• Statutory registers maintained under various provisions of the Companies Act

• Annual financial statements

• All forms filed with the Registrar of Companies during the financial year

This verification process ensures that the company maintains proper records and that the information provided in the Annual Return is accurate and trustworthy.

What is the Penalty for Non-Compliance of Form MGT-8?

Non-compliance with the requirements of Form MGT-8 can lead to significant penalties. If a company does not file its annual return or obtain the necessary certification, it may face fines ranging from Rs. 50,000 to Rs. 500,000. Additionally,  a practicing Company Secretary who provides a false certification may be liable for disciplinary actions, which may be taken by the Institute of Company Secretaries of India (ICSI).

What is the purpose of Form MGT-8?

The primary purpose of Form MGT-8 is to ensure the accuracy and authenticity of information filed in the Annual Return. It serves multiple objectives:

1. Enhances corporate governance by introducing professional scrutiny

2. Improves the reliability of information available in public records

3. Ensures compliance with various provisions of the Companies Act

4. Provides stakeholders with verified information about the company's affairs

5. Reduces the likelihood of fraudulent reporting

For startups growing into larger enterprises, this verification requirement becomes an important aspect of maintaining transparency and legal compliance.

Final Thoughts

Form MGT-8 may not be relevant for early-stage startups, but understanding its requirements is essential for scaling businesses. As your startup grows and approaches the thresholds for MGT-8 applicability (Rs. 10 crore paid-up capital or Rs. 50 crore turnover), it's advisable to establish a relationship with a practicing Company Secretary who can guide you through the compliance process.

Planning ahead with this requirement can help avoid last-minute complications and potentially costly penalties for non-compliance.