Annual Return of Company explained: this guide covers what Annual Return of Company 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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