Elements of annual return

The annual return under Section 92 of the Companies Act, 2013 is filed in Form MGT-7 (or MGT-7A for One Person Companies and small companies) within 60 days of the AGM through the MCA V3 portal. It captures shareholding, indebtedness, directors and KMP, meetings, remuneration, and penalty disclosures. Listed companies and large companies must also file Form MGT-8 certified by a practising company secretary, and late filing attracts ₹100 per day of delay plus penalty under Section 92(5).

Mayank Wadhera

Published: 19 Apr 2023

Updated: 16 May 2026

4 min read

Filing an annual return with the Ministry of Corporate Affairs is one of the most fundamental compliance rituals for every company incorporated in India. With the MCA V3 portal fully operational, web-form-based MGT-7 / MGT-7A, and stricter penalties under Section 92 of the Companies Act, 2013, the elements of an annual return in 2026 deserve a careful refresh — especially for SMEs.

Who files what — MGT-7, MGT-7A, MGT-8

Form MGT-7 — annual return for all companies other than One Person Companies and small companies.
Form MGT-7A — abridged annual return for OPCs and small companies (with paid-up capital up to ₹4 crore and turnover up to ₹40 crore, post 2021 amendment).
Form MGT-8 — certificate by a company secretary in practice, required for listed companies and companies with paid-up capital of ₹10 crore or more or turnover of ₹50 crore or more.
All filings happen on the MCA V3 portal with DSC of the director and, where required, the company secretary.

Core elements every annual return must cover

Registered office, principal business activities, and CIN.
Particulars of holding, subsidiary, and associate companies.
Shareholding pattern as on the financial year end — including promoter, public, and any pledged shares.
Indebtedness — outstanding loans, debentures, and deposits.
Details of members and debenture-holders along with changes during the year.
Promoters, directors, key managerial personnel, and changes therein.
Meetings — board, committee, and general meetings with attendance details.
Remuneration of directors and key managerial personnel.
Penalty or punishment imposed on the company, directors, or officers; compounding details, if any.
Matters relating to certification of compliances and disclosures.

Timelines and fees

MGT-7 / MGT-7A must be filed within 60 days from the date of the Annual General Meeting. For OPCs (which do not hold AGMs), the period runs from 180 days from the end of the financial year. The normal filing fee depends on share capital; additional fees apply for late filing — currently ₹100 per day of delay with no upper cap, and the penalty under Section 92(5) can extend to ₹50,000 plus ₹100 per day on the company and every officer in default.

Common errors that trigger MCA notices

Mismatch between MGT-7 shareholding pattern and the BEN-2 / SH-7 / PAS-3 history.
Director details not aligning with DIR-12 filings during the year.
Wrong CIN selection on the V3 portal.
Non-disclosure of changes in KMP or auditors during the year.
Filing under MGT-7A by a company that no longer qualifies as a small company.
Missing or invalid DSC of the director or company secretary.

Linkage with other annual filings

The annual return is one part of a triad — alongside Form AOC-4 (financial statements, due within 30 days of AGM) and DPT-3 (return of deposits, where applicable). Listed companies additionally file the BRSR through XBRL on stock exchanges. A clean year-end calendar that sequences AGM, AOC-4, MGT-7, and DPT-3 prevents last-minute fee creep.

Preparing the MGT-7 file from April onwards

Smart compliance teams begin preparing the annual return file in April. Step one — close the financial year, finalise the audit, and hold the AGM by 30 September. Step two — assemble shareholding pattern as on 31 March (or 30 September for AGM-date capture), confirming with the BEN-2 and SH-7 history.

Step three — reconcile DIR-12 history for changes in directors during the year. Step four — list all charges created and satisfied, ensuring CHG-1, CHG-4, and CHG-9 are filed. Step five — confirm KMP details, ROC compoundings (if any), and remuneration disclosures. With this groundwork, MGT-7 filing within 60 days of AGM becomes mechanical rather than fraught.

Continuous-compliance approach for fast-moving companies

Companies that grow rapidly — through funding rounds, M&A, and team scaling — find year-end annual return preparation chaotic. The fix is continuous compliance — file PAS-3, SH-7, BEN-2, DIR-12, CHG-1, and similar event-based forms within their respective timelines throughout the year, not at year-end.

Maintain a digital register of members, board minutes book, and contracts register that updates in near real-time. Use compliance software that flags upcoming filings. With this discipline, MGT-7 becomes a roll-up of clean year-round records rather than a forensic reconstruction in September.

Conclusion

The annual return is not a formality; it is the public record of how your company is owned, governed, and capitalised. In 2026, with MCA V3 cross-validating data across PAS-3, DIR-12, BEN-2, and MGT-7, inconsistencies surface within hours of filing. Treat the annual return as the final, integrated read-out of the year's compliance — and prepare it that way from April onwards.

Frequently Asked Questions

What is Form MGT-7 used for?

Form MGT-7 is the annual return prescribed under Section 92 of the Companies Act, 2013, filed by every company (other than OPCs and small companies) within 60 days of the AGM. It captures registered office details, business activities, shareholding pattern, indebtedness, directors and KMP, meetings, remuneration, and compliance matters.

Who can file MGT-7A?

MGT-7A is the abridged annual return filed by One Person Companies and small companies. A small company is one with paid-up capital up to ₹4 crore and turnover up to ₹40 crore (post 2021 amendment), excluding holding, subsidiary, Section 8, and certain other categories of companies.

When is the annual return due?

The annual return must be filed within 60 days from the date of the Annual General Meeting. For OPCs that do not hold AGMs, it must be filed within 180 days from the end of the financial year, that is by 27 September following the financial year-end.

What happens if I file the annual return late?

Late filing attracts additional fees of ₹100 per day of delay with no upper cap, and a penalty under Section 92(5) up to ₹50,000 plus ₹100 per day of continuing default on the company and every officer in default. Persistent default can also disqualify directors under Section 164.

When is Form MGT-8 required?

Form MGT-8 — a certificate by a company secretary in practice — must be obtained and attached to the annual return by listed companies and companies with paid-up capital of ₹10 crore or more or turnover of ₹50 crore or more, certifying that the annual return correctly states the company's affairs.