Annual Return Filing in India: How to File Form MGT-7 Correctly
Every company registered in India files an annual return with the Registrar of Companies, using
Form MGT-7 or, for one-person and small companies, the shorter
MGT-7A. The deadline is 60 days after the date of your AGM.
Filing late costs ₹100 a day with no cap, and the form needs to be accurate: it is a statement of
who owns and runs your company, and it is public.
By the LegalDev Compliance Team, Chartered Accountants and corporate legal experts with 10+ years
of experience in MCA filings.
Annual Return Filed via
Form MGT-7 / MGT-7A
Due Date
60 Days from AGM
Late Fee
₹100 / Day, No Cap
Key takeaways
The annual return is a snapshot of ownership, directors, meetings and borrowings, not a financial statement.
Companies with paid-up capital up to ₹10 crore and turnover up to ₹100 crore may file MGT-7A, provided they are not holding or subsidiary companies.
A practising company secretary must certify the return for listed companies and where paid-up capital is ₹10 crore or more, or turnover is ₹50 crore or more.
The 60-day clock starts at your AGM. File AOC-4 first.
What an annual return is, and what it is not
The annual return is a statutory report under Section 92 of the Companies Act, 2013, describing
the company as it stood on the last day of the financial year. It lists shareholders and their
holdings, directors and key managerial personnel, meetings held, borrowings and certain
compliance declarations.
People mix it up with two other filings. The financial statements (balance sheet, profit and
loss, auditor's report) go to the ROC in Form AOC-4. The income tax return goes to the Income Tax
Department. The annual return is the third item, filed with the ROC, and it is not a substitute
for the other two. For the full compliance calendar around it, read our guide to annual
compliance for private limited companies.
Company annual return filing (Form MGT-7): which form do you use?
Three forms circulate in this area, and they get confused. Here is what each does.
| Form |
What it is |
Who uses it |
| MGT-7 |
Full annual return |
Every company that is not a one-person or small company |
| MGT-7A |
Abridged annual return |
One-person companies and small companies |
| MGT-8 |
Certificate from a practising company secretary |
Listed companies, and companies with paid-up capital of ₹10 crore or more or turnover of ₹50 crore or more |
When your company counts as small
Since 1 December 2025, a private company is "small" if paid-up share capital is up to ₹10 crore
and the previous year's turnover is up to ₹100 crore. Both limits must hold. Holding companies,
subsidiaries, Section 8 companies and companies under a special Act are excluded. The change came
through MCA notification G.S.R. 880(E); you can read the government's announcement on PIB. The
old limits were ₹4 crore and ₹40 crore, and several websites still quote them, so check the date
on whatever you read.
Who signs
MGT-7 carries the digital signatures of a director and the company secretary, where one has been
appointed. MGT-7A needs only a director's digital signature certificate.
When a company secretary must certify
Section 92(2) requires certification by a practising company secretary for listed companies and
companies at or above ₹10 crore paid-up capital or ₹50 crore turnover. A private company with ₹5
crore paid-up capital and ₹60 crore turnover therefore needs it, because either threshold is
enough.
A grey area worth flagging.
The ICSI issued an advisory on 24 December 2025 on certification under MGT-7 and MGT-7A on the V3
portal, and the current MGT-7A layout has no dedicated field for MGT-8. A company that is now
"small" but has turnover between ₹50 crore and ₹100 crore should confirm with a practising
company secretary how the certification is to be recorded before the deadline, not after.
Due date for the annual return
Under Section 92(4), the annual return is due within 60 days of the AGM. If no AGM was held, the
60 days run from the date the AGM should have been held, and additional fees apply.
| If your AGM is on |
MGT-7 / MGT-7A is due |
| 15 September 2026 |
14 November 2026 |
| 30 September 2026 |
29 November 2026 |
A March year-end company has until 30 September to hold its AGM, which makes 29 November 2026 the
latest standard date. Hold the meeting earlier and your date moves earlier with it.
One-person companies have no AGM, so their annual return runs on a different clock. One
practitioner calendar lists 26 November 2026 for FY 2025-26, but verify OPC dates against the
rules before relying on a published figure.
What the annual return contains
Section 92(1) sets out the particulars. In practical terms, MGT-7 asks for:
Company identity: name, CIN, registered office, email, website and principal business activities.
Holding, subsidiary and associate companies.
Share capital: authorised, issued, subscribed and paid-up, with any changes during the year.
Shareholding pattern as on the year-end date, including promoters and the number of members.
Debentures and indebtedness, where applicable.
Directors and key managerial personnel, including appointments, resignations and remuneration.
Board and general meetings held, with attendance.
Penalties or punishments imposed on the company, directors or officers.
The revised V3 forms also ask for a photograph of the registered office with latitude and
longitude, details of the registrar and transfer agent, and figures for net worth and turnover.
Collect these before you open the form.
Companies that maintain a website must also publish the annual return on it. Our reading of
Section 92(3) is that the link or document should be live once the return is filed.
Before you file: what to have in hand
Preparation decides how smoothly the filing goes. Gather these items first.
Audited financial statements, adopted at the AGM, and a filed AOC-4. One practitioner guide reports that V3 pulls capital and turnover figures from the filed AOC-4, so filing the annual return first can result in a rejection. File AOC-4 first.
Register of members and list of shareholders as on the year-end date.
Register of directors and key managerial personnel, with DINs and any changes during the year.
Minutes of board and general meetings, with dates and attendance.
A valid digital signature certificate for each signatory.
Latitude-longitude photograph of the registered office.
Details of any loans, debentures or charges.
How to file MGT-7 on the MCA V3 portal
From login to the acknowledgement.
1
Log in
Log in to the MCA V3 portal with the company's credentials.
2
Select the right form
MGT-7 or MGT-7A, depending on your classification.
3
Fill in company details, share capital and shareholding
Use the position as on the financial year-end.
4
Add directors, key managerial personnel and meetings
Include changes made during the year.
5
Complete the certification section
Needed if your company crosses the MGT-8 thresholds.
6
Attach the list of shareholders
Add any other required attachment.
7
Apply digital signatures
For the director, the company secretary where applicable, and the certifying professional where applicable.
8
Pay the fee and submit
Keep the SRN and the acknowledgement.
The government fee depends on authorised share capital: ₹200 up to ₹1 lakh, ₹300 for ₹1–5 lakh,
₹400 for ₹5–25 lakh, ₹500 for ₹25 lakh to ₹1 crore, and ₹600 above ₹1 crore. Confirm the slab
against the MCA fee schedule on the day you file.
What late or wrong filing costs
Additional filing fee. ₹100 per day with no upper limit. Filing 90 days late costs ₹9,000 on top of the normal fee.
Section 92(5) penalty. The company is liable to ₹10,000, and a continuing default adds ₹100 a day, up to ₹2,00,000. Each officer in default can be penalised up to ₹50,000.
Certification errors. A company secretary who certifies a return that does not conform to the law faces a fine of ₹50,000 to ₹5,00,000. That is one reason professionals ask for the registers before they sign.
Longer-term consequences. Directors of a company that has not filed annual returns or financial statements for three continuous years risk disqualification under Section 164, and the Registrar can start strike-off proceedings under Section 248.
Slip-ups that cause rejections and notices
These come from how the form is built, not from anything unusual about a given company.
Shareholding as on the wrong date. The return reflects the year-end, not the AGM date or today's cap table.
Directors who resigned mid-year left out. The return should show the changes during the year, so include them.
Turnover and capital that do not match AOC-4. The two filings should agree.
Wrong form. A company that crossed the old ₹4 crore threshold but is under ₹10 crore may now be eligible for MGT-7A. Equally, a company that grew past the new limits needs MGT-7.
Expired or unregistered digital signature at the signing step.
Missing MGT-8 where the thresholds are crossed.
If you have missed one or more years
File year by year, oldest first, each on the accounts adopted for that year. The additional fee
accrues separately for each form and each year, and so does the three-year disqualification
clock. The MCA ran a Companies Compliance Facilitation Scheme (CCFS-2026), which cut the
additional fee on pending filings by 90%. It was extended to 31 August 2026 by General Circular
03/2026 and has now closed, so check mca.gov.in for any new relief before paying full late fees.
Annual return filing with LegalDev
Our team of Chartered Accountants and corporate legal experts checks your classification,
reconciles the return with your AOC-4, prepares MGT-7 or MGT-7A, and arranges certification where
your thresholds require it. If you are behind, we list every missed year and its cost before
anything is paid. We also handle ADT-1 auditor filings and DIR-3 KYC, so the AGM-linked filings
stay on one calendar. Contact our compliance team with your incorporation date, last AGM date and
latest turnover, and we will tell you which form you file and when it is due.
Frequently asked questions
Yes. Every registered company files one each year, even a dormant or zero-turnover company.
Within 60 days of the AGM. For an AGM on 30 September 2026, that is 29 November 2026.
MGT-7A is the shorter version for one-person and small companies. MGT-7 is for all other companies.
If paid-up capital is up to ₹10 crore and the previous year's turnover is up to ₹100 crore, and you are not a holding, subsidiary or Section 8 company, yes. The limits were raised from ₹4 crore and ₹40 crore on 1 December 2025.
MGT-7 is signed by a director and the company secretary, if one is appointed. MGT-7A needs a director's DSC only.
For listed companies, and where paid-up capital is ₹10 crore or more or turnover is ₹50 crore or more. Either threshold is enough.
No. The form records AGM details and the 60-day clock starts at the AGM.
The 60 days run from the date the AGM should have been held, and additional fees apply for the delay.
₹100 per day with no cap, plus separate penalties under Section 92(5).
Mistakes are generally corrected through a fresh filing or a Registrar-approved process. Ask a professional before you file again, since the right route depends on what was wrong.