Annual Return of Company explained: this guide covers what it means, who it applies to, the step-by-step process, documents required, fees, due dates and penalties in India — so you can stay compliant with confidence and avoid costly mistakes.
The Annual Return is a comprehensive statutory disclosure filed by every company under Section 92 of the Companies Act 2013 with the Registrar of Companies (ROC). It provides a snapshot of the company's governance, ownership, and compliance as at the close of the financial year.
Annual Return vs Financial Statements
| Feature | Annual Return (MGT-7) | Financial Statements (AOC-4) |
|---|---|---|
| Content | Corporate governance, ownership, directors, compliance | Balance Sheet, P&L, Cash Flow, Notes |
| Due date | 60 days from AGM | 30 days from AGM |
| Certification | CSP (for large companies) / MGT-8 | Statutory Auditor |
| Section | Section 92 | Section 137 |
Contents of MGT-7 Annual Return
Part I — Registration and Business Details
- CIN, date of incorporation, type of company
- Registered office address, email, website
- Business activities (principal and secondary, NIC codes)
- Details of holding, subsidiary, and associate companies
Part II — Share Capital and Debentures
- Authorized, issued, subscribed, and paid-up capital
- Changes in capital during the year (bonus, rights, ESOPs, reduction)
- Details of debentures (secured/unsecured)
- Members holding 5% or more shares (name, PAN, percentage)
Part III — Promoters, Directors, KMPs
- Details of promoters (name, nationality, shareholding, changes)
- Directors/managers/secretary: DIN, designation, appointment date, cessation, shareholding in the company
- Meetings: Board meetings (date, attendance), Committee meetings, AGM/EGM details
Part IV — Remuneration
- Remuneration to MD, WTD, Manager, other directors, KMPs
- Total managerial remuneration as percentage of net profits
Part V — Penalties and Punishments
- Any penalties/compound offences/imprisonment during the year
- Matters pending before courts/tribunals/appellate authorities
Part VI — Related Party Transactions
- Summary of RPTs (Section 188) during the year
- Disclosure of significant beneficial owners (SBOs) if applicable
MGT-7A for Small Companies and OPC
Small company (Section 2(85)): paid-up capital ≤ Rs.4 crore AND turnover ≤ Rs.40 crore (as amended by 2021 notification). These companies file the simplified Form MGT-7A with fewer disclosures. No CS certification required for small companies.
Certification Requirements
| Company Type | Certification | Form |
|---|---|---|
| Listed company | Practicing Company Secretary (PCS) | MGT-8 along with MGT-7 |
| Paid-up capital ≥ Rs.10 Cr or turnover ≥ Rs.50 Cr | Practicing Company Secretary (PCS) | MGT-8 along with MGT-7 |
| Others | MD / CS / Director signature | MGT-7 (no separate MGT-8) |
| OPC / Small Company | Director / CS signature | MGT-7A |
Penalty for Non-Filing
- Section 92(5): Company — Rs.10,000 + Rs.100/day (max Rs.2,00,000)
- Officer in default — Rs.10,000 + Rs.100/day (max Rs.50,000)
- Additional MCA portal late fee: increases with delay period
- Directors may be disqualified under Section 164(2) if default in filing for 3 consecutive years
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Get Free ConsultationKey Facts About Annual Return of Company
- Applies in: All states across India, under the relevant central law.
- Mode: Mostly online via the official government portal.
- Typical timeline: Ranges from a few days to a few weeks depending on the case.
- Non-compliance: May attract penalties, interest or late fees.
- Expert help: TaxClue completes the entire process end to end for you.
What is the due date for filing the annual return?
Within 60 days of the AGM. If no AGM is held (as permitted for OPC), within 60 days from the date on which AGM should have been held. Typical deadline: 28 November for companies with FY ending 31 March and AGM on 30 September.
Who must certify the annual return?
For listed companies and companies with paid-up capital Rs.10 crore or above or turnover Rs.50 crore: certified by a Company Secretary in Practice (CSP) in Form MGT-8. For others: signed by MD/CS/Director.
Over 90% of compliance penalties in India arise from missed due dates — timely handling can save businesses thousands of rupees each year.
Annual Return of Company: a key compliance topic in Indian tax and corporate law that businesses and individuals must understand to remain compliant.
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Why This Matters
Staying compliant with Indian regulations protects your business from penalties, interest and unnecessary legal trouble. It is always wise to maintain proper records and documentation so that any future scrutiny can be handled smoothly. Rules and thresholds in mca are revised periodically, so it helps to review your obligations at the start of each financial year. Professional guidance from a qualified CA, CS or advocate ensures that filings are accurate and submitted well before the due date.
Getting Annual Return of Company right the first time saves both time and money. Many businesses seek expert help for Annual Return of Company to stay fully compliant.