Company Annual Return

Every company in India must file an annual return in Form MGT-7 (MGT-7A for small companies and OPCs) under Section 92 of the Companies Act, 2013 within 60 days of the annual general meeting. For FY 2025-26 it is typically due by late November 2026. It discloses shareholders, directors, indebtedness and capital structure. Filing is done electronically on the MCA V3 portal with DSC of two directors. Late filing attracts an additional fee of ₹100 per day plus penalties.

Mayank Wadhera

Published: 26 Sept 2023

Updated: 16 May 2026

3 min read

The annual return is the most important compliance milestone for every company registered with the Registrar of Companies (RoC) in India. Filed in Form MGT-7 (or MGT-7A for OPCs and small companies) under Section 92 of the Companies Act, 2013, it is the public record of your company's shareholders, directors, indebtedness and capital structure as on the financial year-end. With MCA V3 portal now mandatory in 2026, the filing process is fully electronic — and so are the penalties for delay.

Who Must File

Every private limited company, public company and Section 8 company in India
Small companies and OPCs file the simpler MGT-7A
Foreign companies with a place of business in India file FC-4 separately
Inactive companies (struck-off or dormant) are exempt only after a formal status change with the RoC

Due Date for FY 2025-26

MGT-7 must be filed within 60 days from the conclusion of the Annual General Meeting (AGM). For most companies whose financial year ends 31 March 2026, the AGM has to be held by 30 September 2026, which means the MGT-7 due date typically falls on or before 29 November 2026. The financial statements in AOC-4 are due earlier, within 30 days of the AGM.

Information You Will Disclose

The annual return is a comprehensive snapshot. It covers registered office details, principal business activities, particulars of holding/subsidiary/associate companies, shareholding pattern, indebtedness, members and debenture-holders, board composition and changes, meetings of members and board, remuneration of directors and KMPs, penalties and compounding, certification by company secretary in practice (where applicable) and AGM details.

Documents to Keep Ready

Audited financial statements for the year
List of shareholders and changes during the year
List of directors and key managerial personnel with DIN
Minutes of board meetings and the AGM
Form MGT-8 certification from a practising company secretary (for listed companies and companies with paid-up capital ≥ ₹10 crore or turnover ≥ ₹50 crore)
Digital signatures of two directors / authorised signatories

Penalties for Late Filing

Section 92(5) levies an additional fee of ₹100 per day, with no upper cap, for delay in MGT-7. The company is also liable to a penalty up to ₹50,000, and every officer in default may be penalised up to ₹50,000 plus ₹500 per day of continuing default. Persistent non-filing for three consecutive years can trigger directors' DIN deactivation and may lead the RoC to mark the company as a 'struck-off' entity.

Step-by-Step Filing Process

Hold the AGM within the statutory window and pass the relevant resolutions
Prepare audited financials and the directors' report
Download MGT-7 / MGT-7A from MCA V3 portal under e-filing services
Pre-fill data from the master database, validate, attach annexures and MGT-8 certificate where required
Affix DSC of two directors / CS, pay the prescribed fee and submit

Conclusion

The annual return is far more than form-filling — it is the formal declaration that your company is operationally and legally compliant. Track the AGM and filing dates on the MCA V3 calendar, get your registers reconciled before financials are finalised, and use a practising professional for MGT-8 certification where applicable.

Frequently Asked Questions

What is the difference between MGT-7 and MGT-7A?

MGT-7 is the standard annual return form for all companies. MGT-7A is an abridged version applicable only to one-person companies (OPCs) and small companies, with fewer fields and simpler attachments under Section 92 of the Companies Act.

Which companies need MGT-8 certification?

MGT-8, a certification by a practising company secretary, is mandatory for listed companies and every company having paid-up share capital of ₹10 crore or more or turnover of ₹50 crore or more during the financial year.

What is the penalty for late filing of MGT-7?

Section 92(5) imposes an additional fee of ₹100 per day, without any maximum cap, for delayed filing of MGT-7. The company faces a penalty up to ₹50,000 and every officer in default may face a similar penalty plus ₹500 per day of continuing default.

Can MGT-7 be revised after filing?

MGT-7 cannot be revised in the conventional sense, but errors can be corrected by filing GNL-4 with the RoC along with a board resolution explaining the rectification. Substantive changes may also need rectification of underlying registers and minutes.