What Is the Annual Return (MGT-7)?
The Annual Return is a comprehensive document filed with the Registrar of Companies (ROC) that provides a snapshot of the company's key information as on the close of the financial year — its shareholders, directors, share capital, indebtedness, and compliance status. Under Section 92 of the Companies Act, 2013, every company must prepare and file an annual return within 60 days of the Annual General Meeting (AGM).
There are two versions of the annual return: MGT-7 (full version for companies that do not qualify for the simplified form) and MGT-7A (simplified version for One Person Companies and Small Companies). The distinction matters because MGT-7 is significantly more detailed and requires more data preparation.
MGT-7 vs MGT-7A — Which to File?
| Parameter | MGT-7 (Full) | MGT-7A (Simplified) |
|---|---|---|
| Who files | All companies NOT eligible for MGT-7A | OPC and Small Companies only |
| Small company definition | — | Paid-up capital ≤ Rs. 4 crore AND turnover ≤ Rs. 40 crore |
| Sections covered | 26 sections with detailed disclosures | Reduced — key sections only |
| Shareholder details | Complete list with category-wise break-up | Summary only |
| Indebtedness details | Detailed — secured, unsecured, deposits | Summary |
| CS certification | Mandatory for listed companies (MGT-8) | Not required |
| Complexity | High — requires significant data compilation | Medium — condensed form |
Due Date and Timeline
Filing deadline: Within 60 days from the date of AGM. If AGM is held on September 30: MGT-7 due by November 29. If AGM is held on August 15: MGT-7 due by October 14.
First year: For newly incorporated companies, the annual return covers the period from incorporation to March 31 of the first financial year (even if less than 12 months).
Web link requirement: Under Section 92(3), the company must provide a web link to its annual return on its website (if the company has a website). If no website: the annual return must be available for inspection at the registered office.
Contents of MGT-7 — Section by Section
Part I: Registration and Other Details
CIN, company name, registered office address, category (private/public/OPC/Section 8), sub-category, date of incorporation, date of last AGM, date of Balance Sheet, email, website, listing status, whether company has share capital.
Part II: Principal Business Activities
Main business activity (NIC code), description, percentage of total turnover from each activity. If the company has multiple business segments: list each with its contribution to turnover.
Part III: Particulars of Holding, Subsidiary, and Associate Companies
For each related entity: name, CIN, holding percentage, applicable section (2(46) holding, 2(87) subsidiary, 2(6) associate). This enables MCA to map corporate group structures.
Part IV: Shareholding Pattern
The most detailed section — requires category-wise break-up of shareholding:
(a) Promoter and promoter group (Indian and foreign)
(b) Public shareholding — institutions (mutual funds, FIIs, insurance, banks)
(c) Public shareholding — non-institutions (individuals, NRIs, trusts, HUFs)
(d) Shares held by custodians (GDRs/ADRs)
For each category: number of shareholders, total shares held, percentage of total, change from previous year. For private companies: this section is simpler as there are typically 2-200 shareholders.
Part V: Indebtedness
Total indebtedness as on the last day of the FY — secured loans, unsecured loans, deposits, total. Change during the year: indebtedness at beginning, additions, repayments, indebtedness at end.
Part VI: Members and Debenture Holders
Details of promoters, directors/KMP, and top shareholders (holding 1% or more). For each: name, shares at beginning and end of year, changes during year, percentage held.
Part VII: Details of Directors and KMP
For each director/KMP: DIN/PAN, name, designation, date of appointment, date of cessation (if resigned during the year), whether executive or non-executive, committee memberships.
Part VIII: Meetings of Members/Board/Committees
Details of all meetings held during the year: AGM, EGM, Board Meetings, Committee Meetings. For each: date, attendance, quorum met.
Part IX: Matters Relating to Certification
For listed companies: Company Secretary in Practice must certify the annual return in Form MGT-8. For private companies: no CS certification required (but CS-signed MGT-7 is recommended).
Part X: Penalties and Compounding
Details of any penalties imposed or compounding done during the year under the Companies Act. If nil: declare nil.
Step-by-Step Filing Process
Step 1: Prepare data — compile shareholding pattern, director details, meeting details, indebtedness from the company's statutory registers and financial statements.
Step 2: Login to MCA portal → E-Filing → Company Forms → Select MGT-7 or MGT-7A.
Step 3: Pre-fill — enter CIN, the system auto-fills company details. Verify and proceed.
Step 4: Fill each section systematically. Attach: list of shareholders, director changes, meeting details.
Step 5: Digitally sign with DSC of director. For listed companies: also attach MGT-8 (CS certification).
Step 6: Pay filing fee (Rs. 200 normal fee — additional fees for late filing).
Step 7: Submit and note SRN.
Penalty for Non-Filing / Late Filing
Normal filing fee: Rs. 200
Additional fee for late filing (beyond 60 days of AGM):
| Delay Period | Additional Fee |
|---|---|
| Up to 30 days | 2 times normal fee |
| 31-60 days | 4 times |
| 61-90 days | 6 times |
| 91-180 days | 10 times |
| Beyond 180 days | 12 times |
Penalty under Section 92(5): Company: Rs. 50,000, and Rs. 100 per day of continuing default (max Rs. 5 lakh). Every officer in default: Rs. 50,000 to Rs. 5 lakh.
Non-filing for 2+ consecutive years: Directors disqualified under Section 164(2) — DIN deactivated across ALL companies. Company liable to be struck off under Section 248.