Who files MGT-7 and who files MGT-7A?
What the annual return under section 92 of the Companies Act, 2013 contains, why a small company and OPC file MGT-7A instead of MGT-7, the 60-day filing deadline after the AGM, and when a company secretary must certify it.
In this guide
Section 92 of the Companies Act, 2013 requires every company to file an annual return in Form MGT-7 within 60 days of the annual general meeting. A One Person Company and a small company file the abridged Form MGT-7A instead. The annual return captures the company's registered office, shareholding, directors, and other prescribed particulars as they stood at the close of the financial year, and it is separate from the financial statements filed in AOC-4.
What does section 92 require?
Section 92 of the Companies Act, 2013 requires every company to prepare and file an annual return that sets out the state of the company at the close of the financial year. Section 92 lists the particulars: the registered office, principal business activities, shareholding pattern, details of directors and key management, and other prescribed information.
The annual return is filed in Form MGT-7, or the abridged MGT-7A for the smaller companies. It is a company-structure filing, distinct from the financial statements, and it is one of the two core annual MCA filings alongside AOC-4.
Who files MGT-7 vs MGT-7A?
Most companies file the full MGT-7. A One Person Company and a small company file the abridged MGT-7A, introduced for financial years from 2020-21 to lighten the load on the smallest companies. Whether a company counts as small turns on the section 2(85) definition, tested on paid-up capital and turnover.
| Company | Form | MGT-8 certification |
|---|---|---|
| Listed company | MGT-7 | Required |
| Company over ₹10 crore capital or ₹50 crore turnover | MGT-7 | Required |
| Other company below those limits | MGT-7 | Not required |
| Small company | MGT-7A | Not required |
| One Person Company | MGT-7A | Not required |
When is the annual return due?
Within 60 days from the date of the annual general meeting, under section 92(4). The AGM itself is generally due by 30 September following the financial year under section 96, so the annual return typically falls due by the end of November for a company with a March year-end.
Where no AGM is held, the return is filed within 60 days of the date the meeting should have been held, together with the reasons for not holding it. The 60-day clock does not disappear just because the meeting slipped.
When must a company secretary certify it?
Section 92(2) requires certification in Form MGT-8 by a company secretary in practice for a listed company, and for a company with paid-up share capital of ₹10 crore or more or turnover of ₹50 crore or more. The certificate states that the return discloses the facts correctly and the company has complied with the relevant provisions.
Below those thresholds, MGT-8 is not required and the return is signed by a director and the company secretary, or by a director where there is no company secretary. The certification is a size-based gate, not universal.
What goes into the annual return?
Section 92(1) sets the contents: the registered office and principal business activities, the particulars of holding, subsidiary and associate companies, the shareholding pattern, the debenture and other securities details, the directors and key management and any changes in them, and the remuneration of directors and key management.
It also captures penalties or punishments imposed on the company or its officers and matters relating to certification of compliances. The return is a structured snapshot, so the figures are taken as at the close of the financial year.
How do I confirm which form applies?
- Check whether the company is a One Person Company or a small company under section 2(85); if so, it files MGT-7A.
- For any other company, file the full MGT-7.
- Test paid-up capital against ₹10 crore and turnover against ₹50 crore to decide if MGT-8 certification applies.
- Confirm the AGM date, then count 60 days for the filing deadline under section 92(4).
- Reconcile the return particulars with the register of members and directors.
Where do MGT-7 filings go wrong?
- Filing MGT-7A after the company has outgrown the small company limits.
- Confusing the annual return with the AOC-4 financial statements.
- Counting the 60 days from the year-end rather than the AGM date.
- Skipping MGT-8 certification after crossing the ₹10 crore or ₹50 crore line.
- Reporting shareholding as of the filing date instead of the financial year-end.
Where are section 92 changes published?
Changes to the annual return come as MCA amendments to the Companies Act and to the Companies (Management and Administration) Rules, and as MCA form and version updates. For the financial-statement filing that runs alongside it, read our AOC-4 due date guide. Complied AI keeps MCA updates in one feed so you can open the notification behind a form change and read section 92 next to it.
Practical checks
Common questions
Who has to file MGT-7A instead of MGT-7?
A One Person Company and a small company file MGT-7A, the abridged annual return introduced for financial years from 2020-21. Every other company files the full MGT-7. A small company is one under the section 2(85) definition, tested on paid-up capital and turnover, so a company that outgrows those limits moves back to MGT-7.
What is the due date for the annual return under section 92?
Within 60 days from the date of the annual general meeting, under section 92(4). Where no AGM is held in a year, the return is filed within 60 days from the date the AGM should have been held, with the reasons for not holding it. The AGM itself is due by 30 September following the financial year for most companies under section 96.
Is the annual return the same as the financial statements?
No. The annual return in MGT-7 or MGT-7A under section 92 captures the company's structure, shareholding, and directors. The financial statements are filed separately in AOC-4 under section 137. They are two distinct annual filings with two forms and, usually, two different due dates.
When must a company secretary certify the annual return?
A listed company, or a company with paid-up share capital of ₹10 crore or more or turnover of ₹50 crore or more, must have its annual return certified by a company secretary in practice in Form MGT-8, under section 92(2). Below those thresholds no MGT-8 certification is required, though the return is still filed.
What is the penalty for not filing the annual return?
Section 92(5) provides that a company that fails to file the annual return before the expiry of the period, with additional fee, is liable to a penalty, and every officer in default is liable to a penalty as well. Late filing also attracts the additional MCA fee that increases with the delay, so the cost grows the longer it is left.
Does a small company that grew this year still file MGT-7A?
Only if it still meets the small company definition in section 2(85) for the year. If its paid-up capital or turnover crossed the limits during the year so that it no longer qualifies, it files the full MGT-7 for that year. The test is applied year by year, not fixed once.
What period does the annual return cover?
The financial year, with particulars as they stood at the close of that year. So MGT-7 or MGT-7A reports the registered office, shareholding, and directors as at the end of the financial year, and the return is then filed within 60 days of the AGM that adopts the accounts for that year.
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How this guide was prepared
This guide is published by the Complied AI research desk. Its source list and stated position were checked against the official records shown below on 14 September 2026.
Automation, including AI, may assist research, drafting and structure. It does not replace the official record or amount to an independent professional review. Read our editorial standards and corrections policy.
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