Annual Return Filing (MGT-7 / MGT-7A) under the Companies Act, 2013

What the annual return contains, who files MGT-7A, deadlines, and penalties for delay.

At a Glance

•      Governed by Section 92 of the Companies Act, 2013 and the Companies (Management and Administration) Rules, 2014.

•      Every company must file its Annual Return within 60 days of holding (or the last date by which) its AGM should have been held.

•      Small companies and OPCs file the abridged Form MGT-7A; all other companies file Form MGT-7.

•      These forms have been migrated from the MCA V2 to the V3 portal as part of the ongoing digitisation drive.

 

The Annual Return is a snapshot of a company as on the close of the financial year — its shareholding pattern, indebtedness, directors and key managerial personnel, and other structural details. Filed every year without fail, it is one of the two flagship annual filings (the other being the financial statements) that keep the MCA registry accurate and publicly accessible.

What the Annual Return Contains (Section 92)

•      Registered office, principal business activities, and particulars of holding, subsidiary and associate companies.

•      Shares, debentures and other securities, and shareholding pattern.

•      Indebtedness of the company.

•      Members and debenture-holders, along with changes since the close of the previous financial year.

•      Promoters, directors, key managerial personnel, along with changes since the previous year.

•      Meetings of members, board and committees, along with attendance details.

•      Remuneration of directors and key managerial personnel.

•      Penalty or punishment imposed on the company, its directors or officers, and details of compounding of offences.

•      Matters relating to certification of compliances, disclosures as prescribed.

MGT-7 vs MGT-7A

Form MGT-7 is the standard annual return form applicable to all companies. Form MGT-7A is a simplified, abridged version introduced specifically for One Person Companies and small companies, reducing the volume of disclosures required given their smaller scale of operations.

Due Date and Certification

The annual return must be filed within 60 days from the date the AGM is actually held, or where no AGM is held in a year, within 60 days from the date on which the AGM should have been held, along with the statement of reasons for not holding it. Listed companies and companies with paid-up share capital of ₹10 crore or more, or turnover of ₹50 crore or more, must have their annual return certified by a Company Secretary in practice in Form MGT-8.

Extract of Annual Return

Following amendments, companies are no longer required to attach a separate extract of the annual return (MGT-9) to the Board's Report; instead, a web link to the full annual return placed on the company's website must be disclosed in the Board's Report.

Illustration

Example

A private limited company holds its AGM on 28 September 2026. It must file its Annual Return in Form MGT-7 (or MGT-7A if it qualifies as a small company) on or before 27 November 2026 — 60 days from the AGM date — failing which additional government fees and penalties begin to apply automatically on the MCA portal.

 

Penalty for Non-Compliance

•      Failure to file the annual return within the prescribed time attracts a penalty on the company and every officer in default, in addition to steeply escalating additional filing fees on the MCA portal based on the period of delay.

•      Continued non-filing over multiple years is one of the grounds on which the ROC can strike off a company's name and disqualify its directors under Section 164.

 

Practical Compliance Checklist

•      Reconcile shareholding, director and KMP data before starting the MGT-7/7A filing to avoid mismatches.

•      Confirm whether your company qualifies for the simplified MGT-7A based on the latest small company thresholds.

•      Engage a practising Company Secretary early if MGT-8 certification is mandatory for your company.

•      Cross-check details against the AOC-4 filing for consistency, since both filings are scrutinised together.

•      Diarise the 60-day-from-AGM deadline immediately after the AGM date is fixed.

•      Retain a filed copy and acknowledgment of the annual return for your statutory records.

 

Common Mistakes Companies Make

•      Filing MGT-7 when the company actually qualifies for the simpler MGT-7A, adding unnecessary disclosure burden.

•      Overlooking mandatory MGT-8 certification for companies crossing the specified capital/turnover thresholds.

•      Reporting inconsistent shareholding figures between MGT-7 and AOC-4, triggering scrutiny queries.

•      Missing the 60-day deadline and accumulating steep additional fees on the MCA portal.

Frequently Asked Questions (FAQs)

Q1. Is Annual Return filing applicable even if the company had no business activity during the year?

Yes, every registered company (unless specifically exempted, such as certain dormant companies with modified requirements) must file its annual return every year, even if it was inactive.

Q2. What is the difference between the Annual Return and the Financial Statements filing?

The Annual Return (MGT-7/7A) captures structural and governance information about the company, while the financial statements filing (AOC-4) captures the company's financial performance and position — both are separate, mandatory annual filings.

Q3. Who can certify the Annual Return in MGT-8?

Only a Company Secretary in whole-time practice can certify Form MGT-8, and it is mandatory only for listed companies and companies crossing the specified capital/turnover thresholds.

Q4. Can an Annual Return be revised after filing?

There is no direct 'revision' mechanism; errors are typically addressed by filing an addendum or through the compounding/rectification process with the ROC, depending on the nature of the error.

Q5. Can the annual return be filed before the AGM is actually held?

No, since the annual return captures the position 'as on' the close of the financial year but its filing deadline is tied to the actual date the AGM is held (or should have been held), it is filed only after the AGM.

Q6. Is the annual return the same across all financial years, or does the format change?

The format and content requirements can be updated periodically by MCA amendments; companies should always use the currently notified version of Form MGT-7/7A for the relevant financial year.

Q7. Does a dormant company need to file MGT-7/7A?

A company that has obtained formal dormant status files a modified annual return (Form MSC-3) instead of the standard MGT-7/7A, but companies without formal dormant status must continue filing the regular annual return even if inactive.

Conclusion

Annual Return filing may feel routine, but it is one of the most heavily penalised defaults if missed for consecutive years, and can ultimately lead to the company being struck off. Treating the MGT-7/7A filing as a fixed, non-negotiable date on the compliance calendar — 60 days from the AGM — is the simplest way to stay safe.

Disclaimer: This article is for general informational purposes only and is based on the Companies Act, 2013 and related rules as amended up to date. It does not constitute legal or professional advice. Companies should verify current provisions on the MCA portal (www.mca.gov.in) or consult a qualified Company Secretary/Chartered Accountant before acting on this information.