Annual Compliance u/s 92

Section 92 of the Companies Act, 2013 requires every Indian company to file an annual return in Form MGT-7, or MGT-7A for small companies and One Person Companies, within 60 days of its Annual General Meeting. The return captures the company's registered office, capital structure, directors, KMPs, meetings, indebtedness and member details as on 31 March. Default attracts a penalty of ₹50,000 on the company plus ₹100 per day on every officer in default, and prolonged non-filing can lead to MCA strike-off and director disqualification.

Mayank Wadhera

Published: 21 Jul 2023

Updated: 16 May 2026

4 min read

Section 92 of the Companies Act, 2013 mandates every company registered in India to prepare and file an Annual Return in Form MGT-7 (or MGT-7A for small and one-person companies) with the Registrar of Companies. This filing is one of the cornerstones of corporate transparency on the MCA V3 portal and applies regardless of size, turnover or business activity. Here's how to stay compliant in FY 2026-27.

What Section 92 Requires

The annual return is a snapshot of the company's structure and governance as on the close of the financial year, i.e., 31 March. It must contain particulars of registered office, principal business activities, holding/subsidiary structure, share capital, debentures, directors, KMPs, indebtedness, members and meetings.

Forms MGT-7 and MGT-7A

Form MGT-7 — applicable to all companies other than OPCs and small companies.
Form MGT-7A — simplified annual return for One Person Companies and small companies.
Both forms are filed on the MCA V3 portal with the digital signature of a director.
Listed companies and companies with paid-up capital or turnover above the prescribed threshold require certification by a Company Secretary in practice in Form MGT-8.

Due Date for Filing

The annual return must be filed within 60 days of the Annual General Meeting. For most companies whose AGM is held by 30 September, this translates into a deadline of 29 November. OPCs follow a separate cycle, with their annual return due within 60 days of the date specified for ordinary business decisions.

Information Captured in the Annual Return

Registered office address and CIN.
Principal business activities and product/service classification.
Particulars of holding, subsidiary and associate companies.
Share capital, debentures and other securities, including changes during the year.
Indebtedness — secured and unsecured loans outstanding as on 31 March.
Details of directors, KMPs and changes during the year.
Meetings of members, board and committees, with attendance details.
Remuneration of directors and KMPs.
Penalties or punishments imposed during the year, if any.

Penalties for Non-Compliance

Failure to file the annual return attracts a penalty of ₹50,000 on the company, with an additional ₹100 per day of continuing default. Every officer in default is separately liable for the same continuing penalty. Long default also exposes the company to MCA strike-off proceedings under Section 248 and disqualifies directors from being reappointed for five years.

Practical Compliance Tips

Hold the AGM on or before 30 September and finalise the annual return immediately after.
Reconcile shareholder data with the latest beneficial-ownership filings (BEN-2, MGT-6).
Ensure directors' DIN KYC (DIR-3 KYC) is current before filing MGT-7.
Use MCA V3 pre-fill features to import master data and reduce manual entry errors.
Keep the audited financials (AOC-4) filed first or alongside the annual return.

Filing Strategy and Best Practices

Treat the annual return as the final step in a longer compliance chain. Reconcile share-capital data with PAS-3 filings, director data with DIR-12, beneficial-ownership data with BEN-2 and indebtedness data with DPT-3. Inconsistencies across these filings are the easiest red flag for MCA scrutiny and a frequent trigger for follow-up enquiries. A clean cross-form reconciliation also speeds up due diligence during funding rounds and bank lending.

Section 92 in M&A and Diligence

Acquirers reviewing a target company invariably begin with its MCA filings under Section 92. Gaps, delays or inconsistent disclosures attract heavy discounting in transaction valuation and longer indemnity tails. Companies preparing for fundraising or sale should aim to have a clean three- to five-year run of timely MGT-7/MGT-7A filings, fully aligned with AOC-4 and BEN-2 records.

The Cost of Casual Compliance

Indian regulators have moved from a tolerant to a data-driven posture on Section 92 compliance. The MCA's scrutiny engine now identifies non-filers in days, not months. Banks, lenders and tender authorities query the MCA database before sanctioning credit or accepting bids. A clean, on-time annual return is no longer just a filing — it is a credit-rating factor, a reputational asset and a precondition for many growth opportunities. Companies should embed the annual-return process into board agenda items rather than treating it as a back-office task.

Conclusion

Section 92 compliance is non-negotiable, and the cost of default is steep. Companies should treat the annual return as a strategic disclosure — not merely a filing — and align it with AOC-4, DIR-12 and BEN-2 records to present a consistent picture to MCA, lenders and investors in FY 2026-27.

Frequently Asked Questions

Who is required to file an annual return under Section 92?

Every company registered under the Companies Act, 2013 must file an annual return. Companies other than OPCs and small companies file Form MGT-7; OPCs and small companies use the simplified Form MGT-7A on the MCA V3 portal.

What is the due date for filing MGT-7?

The annual return must be filed within 60 days of the Annual General Meeting. For companies holding their AGM on or before 30 September, the deadline falls on 29 November. OPCs follow a slightly different cycle linked to their statutory decision dates.

When is MGT-8 certification required?

Form MGT-8 — certification by a Company Secretary in practice — is mandatory for listed companies and companies with paid-up capital or turnover above the prescribed thresholds. It accompanies MGT-7 and certifies that the annual return discloses the facts correctly and adequately.

What is the penalty for missing the annual return deadline?

A default attracts a fixed penalty of ₹50,000 on the company plus ₹100 per day of continuing default, with every officer in default separately liable. Prolonged non-filing can also trigger strike-off proceedings and director disqualification under Section 164(2).