Filling of Annual Return of Companies

Every Indian company must file its annual return in Form MGT-7, or MGT-7A for One Person Companies and Small Companies, with the Registrar of Companies within 60 days of the Annual General Meeting under Section 92 of the Companies Act, 2013. The return discloses registered office, shareholding pattern, board composition, meetings held, remuneration of directors and any penalties during the year. Listed companies and those meeting prescribed thresholds must also obtain MGT-8 certification by a Practising Company Secretary. Late filing attracts penalty of ₹10,000 plus ₹100 per day on the company and officers in default and can lead to director disqualification under Section 164(2).

Mayank Wadhera

Published: 27 Jul 2022

Updated: 16 May 2026

3 min read

Filing the annual return is one of the most fundamental compliance obligations under the Companies Act, 2013. Every Indian company — private, public, OPC or Small Company — must file its annual return with the Registrar of Companies within 60 days from the date of the Annual General Meeting (AGM). The forms used are MGT-7 for most companies and MGT-7A specifically for OPCs and Small Companies. For FY 2026-27 filings on the MCA V3 portal, getting these forms right is essential to remain in good standing and avoid disqualification of directors.

Difference Between MGT-7 and MGT-7A

MGT-7 is the standard annual return for private companies (other than Small Companies), public companies, listed companies and Section 8 companies.
MGT-7A is the abridged annual return introduced for One Person Companies (OPCs) and Small Companies, with reduced disclosures.
Both forms require digital signature of a director and certification by a practising professional in specified cases.
MGT-8 certification by a Practising Company Secretary is required for listed companies and companies meeting prescribed turnover or paid-up capital thresholds.

Information Required in the Annual Return

Registered office, principal business activity and CIN of the company.
Shareholding pattern — names, addresses and shareholdings of members.
Composition of the board, key managerial personnel and changes during the year.
Meetings of members, board and committees held during the year.
Remuneration of directors and key managerial personnel.
Penalties imposed on the company, directors or officers during the year.
Matters relating to certification of compliances and disclosures.

Due Dates and Linkages

The annual return must be filed within 60 days of the AGM. For most companies, AGM is held by 30 September of the following financial year, making 29 November the practical deadline. Where the AGM is not held, the annual return must still be filed within 60 days from the date on which the AGM should have been held, with reasons for not holding the AGM disclosed in the form.

Linked Filings

AOC-4 — financial statements filed within 30 days of the AGM.
ADT-1 — auditor appointment intimation within 15 days of the AGM where applicable.
DIR-3 KYC — directors' KYC by 30 September annually.
DPT-3 — return of deposits by 30 June annually.
MSME-1 — half-yearly return of outstanding payments to MSME suppliers.

Penalty for Non-Filing

Non-filing or delayed filing of the annual return attracts severe consequences. The company is liable to a penalty of ₹10,000 with an additional ₹100 per day of continuing default, subject to a maximum. Every officer in default is liable to a similar penalty. Continued default for three consecutive financial years can lead to disqualification of directors under Section 164(2), making them ineligible to be appointed as directors in any company for five years.

Step-by-Step Filing on MCA V3

Reconcile shareholders' register and register of members with the latest position.
Compile board, committee and general meeting attendance records.
Prepare the draft MGT-7 / MGT-7A offline with all annexures.
Obtain MGT-8 certification from a PCS where applicable.
Upload the form on MCA V3, attach SRN of AOC-4 and supporting documents.
Affix DSC of the director and PCS, pay government fees and submit.
Track the SRN to confirm approval and download the approved form for records.

Common Mistakes to Avoid

Frequent errors include mismatch between shareholding disclosed in MGT-7 and the register of members, missing changes in directorship made during the year, incorrect classification as 'Small Company' (which changed with the Companies (Specification of Definitions Details) Amendment Rules), and signing by a director whose DIN status was deactivated. Cross-verify with previous year filings to maintain continuity.

Conclusion

MGT-7 and MGT-7A are not formality filings — they are the public face of your company's governance. For FY 2026-27, start preparing the annual return well before the AGM, align it with the AOC-4 financial statements, and engage a PCS early where MGT-8 certification is required. Disciplined annual return filing protects directors from disqualification and the company from costly strike-off proceedings.

Frequently Asked Questions

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

MGT-7 is the standard annual return for private companies, public companies, listed companies and Section 8 companies. MGT-7A is the abridged annual return introduced specifically for One Person Companies (OPCs) and Small Companies, with reduced disclosure requirements while still capturing the key governance and shareholding information.

By when must the annual return be filed?

Under Section 92 of the Companies Act, 2013, the annual return must be filed within 60 days of the Annual General Meeting. If the AGM is not held, the return must be filed within 60 days from the date on which the AGM should have been held, with reasons for not holding the AGM disclosed in the form.

Who needs to obtain MGT-8 certification?

MGT-8 certification by a Practising Company Secretary is mandatory for listed companies and companies meeting the paid-up capital or turnover thresholds prescribed under the Companies (Management and Administration) Rules. MGT-8 is annexed to MGT-7 and certifies that the annual return discloses true facts and complies with applicable provisions.

What is the penalty for not filing MGT-7 on time?

Non-filing or delayed filing attracts a penalty of ₹10,000 on the company plus ₹100 per day of continuing default, with a similar amount payable by every officer in default. Continued default for three consecutive years can also trigger director disqualification under Section 164(2) of the Companies Act, 2013.