The Ministry of Corporate Affairs (MCA) has recently rolled out the updated annual filing forms on the MCA-21 V3 portal, bringing a significant change in the certification mechanism of Form MGT-7 (Annual Return).
Legal & Regulatory Background
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Section 92 of the Companies Act, 2013 mandates every company to prepare an annual return in Form MGT-7.
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Rule 20 of the Companies (Management and Administration) Rules, 2014, read with subsequent amendments, prescribes certification of the annual return in certain cases through Form MGT-8 by a practicing Company Secretary.
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Pursuant to the Companies (Management and Administration) Amendment Rules, 2025, the certification portion of Form MGT-8 has been integrated within Form MGT-7 on the MCA V3 portal. This integration means that certification is now captured as a static field within the e-form itself.
Key Procedural Update under MCA V3
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Earlier, Form MGT-8 was filed as a separate attachment. Now, the certification is embedded directly within Form MGT-7.
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Any qualifying remarks or disclosures can be inserted in the ‘Optional Attachment’ section of Form MGT-7, with specific reference to the embedded certification.
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While MCA has enabled this structural change, practical compliance requires additional care by professionals to safeguard credibility and due diligence.
Advisory for Professionals
Until MCA issues further clarification or amends the form structure, Company Secretaries in practice are advised to:
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Continue to issue a full-fledged MGT-8 certification on their letterhead.
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Ensure that the certifying PCS is from a peer-reviewed practice unit as per ICSI guidelines.
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Generate a valid UDIN (Unique Document Identification Number) for the certification in accordance with ICSI requirements.
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Attach the signed MGT-8 (with UDIN) as an optional attachment to Form MGT-7 while filing on the V3 portal.
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Maintain complete documentation and working papers supporting the certification for audit trail and regulatory checks.
This dual practice—static certification within the e-form and separate certification as an attachment—ensures compliance, safeguards professional accountability, and avoids interpretational risks.
Practical Checklist for Form MGT-7 Certification
Professionals may follow this checklist before certifying:
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Verify applicability of Form MGT-8 certification (public companies with paid-up share capital ≥ ₹10 crore or turnover ≥ ₹50 crore, or as otherwise prescribed).
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Confirm accuracy of particulars relating to shareholding, directors, key managerial personnel, indebtedness, and meetings.
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Ensure compliance with provisions of:
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Section 88 (Registers of Members, Debenture holders, etc.)
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Section 92 (Annual Return)
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Section 129 & 137 (Financial Statements and Filing)
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Section 186 (Loans & Investments)
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Section 188 (Related Party Transactions)
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Other applicable provisions under the Act and allied laws.
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Cross-verify filings made under other forms (e.g., PAS-3, DIR-12, MGT-14) for consistency.
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Record specific qualifications in case of non-compliance, both in the embedded certification and in the attached MGT-8.
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Generate UDIN immediately upon signing to validate authenticity.
Compliance Takeaway
The integration of Form MGT-8 certification into Form MGT-7 marks a progressive step under MCA’s V3 reforms. However, until detailed clarifications are notified, professionals should adopt a cautious, dual-compliance approach:
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Use the embedded certification within MGT-7, and
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Attach a peer-reviewed, UDIN-backed, signed MGT-8 as an additional attachment.
