File MGT 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.
To file the annual return, prepare the return of the company as on the financial year-end, choose MGT-7 (most companies) or MGT-7A (OPCs and small companies), obtain MGT-8 certification where required, and file with the ROC within 60 days of the AGM under Section 92 of the Companies Act, 2013.
Overview
MGT-7 (and its abridged version MGT-7A) is the annual return that snapshots a company's structure, shareholding and governance as on the close of the financial year. Together with AOC-4, it completes a company's annual ROC compliance.
When It Is Required & Legal Basis
Section 92 of the Companies Act, 2013, read with Rule 11 of the Companies (Management and Administration) Rules, 2014, requires every company to file an annual return. Small companies and one-person companies file the abridged Form MGT-7A; all other companies file MGT-7.
Step-by-Step Process
- Compile return data. Collect shareholding pattern, changes during the year, director and KMP details, and meeting particulars as on the FY-end.
- Select the correct form. Use MGT-7A for OPCs and small companies; otherwise MGT-7.
- Prepare the list of shareholders. Attach the list of members and debenture-holders where applicable.
- Obtain MGT-8 if required. For listed companies and companies above the capital/turnover thresholds, get a PCS certification in MGT-8.
- Certify and sign. Have the form digitally signed by a director and, where mandated, a company secretary.
- File within 60 days. File MGT-7/7A with the ROC within 60 days of the AGM and pay the fee.
Forms, Attachments & Fees
| Form | Who Files | Due Date |
|---|---|---|
| MGT-7 | Companies other than OPC/small | Within 60 days of AGM |
| MGT-7A | OPCs and small companies | Within 60 days of AGM |
| MGT-8 | Certification (listed / above thresholds) | Attached to MGT-7 |
MCA fee is on the authorised-capital slab (about ₹200 to ₹600). Late filing attracts an additional fee of ₹100 per day with no cap.
Timeline & Due Dates
The annual return is due within 60 days of the AGM. For an AGM held by 30 September, this is typically 29 November. An OPC, which has no AGM, files MGT-7A within 60 days from the date on which the AGM should have been held (broadly 60 days after the deemed date).
Penalty for Delay / Non-compliance
Under Section 92(5), the company and every officer in default are liable to a penalty of ₹10,000, plus ₹100 per day of continuing default, subject to a maximum of ₹2,00,000 for the company and ₹50,000 for each officer in default. A PCS certifying MGT-8 incorrectly faces a separate penalty under Section 92(6).
Practical Tips
- Reconcile the shareholding in MGT-7 with the register of members and any SH-4 transfers done during the year.
- Check small-company thresholds each year — crossing them shifts you from MGT-7A to MGT-7.
- Keep the list of shareholders in the prescribed format ready before you start the form.