# Annual Return — Section 92

The Annual Return is a statutory snapshot of the company filed every year with the ROC. It is the single most important public document showing the company's structure, shareholding, indebtedness, and governance during the financial year.

## Form & Signing

Type of Company	Form	Signed By
Normal Company	MGT-7	Director AND Company Secretary (CS); where no CS, then by CS in practice
OPC, Small Company, Private Co (startup)	MGT-7A	CS, OR if no CS, then by the Director

## Certification by Company Secretary in Practice (Form MGT-8)

Mandatory for:

Every Listed Company, OR
Company having paid-up capital ≥ ₹10 crore, OR
Company having turnover ≥ ₹50 crore

## Filing Timeline

File with ROC within 60 days of date of AGM.
If AGM not held — within 60 days from the date on which AGM should have been held + statement of reasons.

## Web-hosting (Section 92(3))

Every company (except IFSC Public/Private companies) shall place a copy of Annual Return on its website, if any.
The web-link of such annual return shall be disclosed in Board's Report.
An extract of Annual Return in Form MGT-9 shall form part of Board's Report.

## Contents of Annual Return

(a) Registered office, principal business activities, particulars of holding/subsidiary/associate companies

(b) Shares, debentures, other securities and shareholding pattern

(d) Members and debenture-holders along with changes

(e) Promoters, directors, key managerial personnel along with changes

(f) Meetings of members/class/Board/committees thereof along with attendance details

(g) Remuneration of directors and KMP

(h) Penalties/punishment, compounding of offences

(i) Matters relating to certification of compliances, disclosures

(j) Details of shares held by FIIs

(k) Other matters as prescribed

## Penalty for Non-Filing

Company: Fine ₹10,000 + ₹100 per day continuing default (max ₹2 lakh).
Officer in default: ₹10,000 + ₹100 per day (max ₹50,000).
CS in practice (certifying wrongly): Fine ₹2 lakh.

Worked example

### Example 1

Example 1 — Timeline: PQR Ltd held its AGM on 15th September 2026. By when should it file Annual Return? Solution: Within 60 days of AGM, i.e., by 14th November 2026 in Form MGT-7.

### Example 2

Example 2 — Certification: XYZ Ltd has paid-up capital ₹8 crore and turnover ₹60 crore. Does it require MGT-8 certification? Solution: Yes. Although paid-up capital is below ₹10 crore, turnover exceeds ₹50 crore — either threshold triggers the requirement.

### Example 3

Example 3 — OPC: An OPC has only one member and one director (no CS). Solution: It uses Form MGT-7A signed by the director. No CS in practice certification needed (MGT-8 doesn't apply to OPC).

⚠️ Common exam mistakes

Using MGT-7 for OPC/Small/Startup company — the correct form is MGT-7A.
Confusing 'paid-up capital ≥ ₹10 crore AND turnover ≥ ₹50 crore' as cumulative — they are alternative triggers for MGT-8.
Calculating the 60-day filing period from end of financial year rather than from date of AGM.
Forgetting that the web-link disclosure in Board's Report is mandatory under Section 92(3).

Bare-Act text Section 92 · The Companies Act, 2013 · click to expand

92. (1) Every company shall prepare a return (hereinafter referred to as the annual return) in the prescribed form containing the particulars as they stood on the close of the financial year regarding... (4) Every company shall file with the Registrar a copy of the annual return, within sixty days from the date on which the annual general meeting is held or where no annual general meeting is held in any year within sixty days from the date on which the annual general meeting should have been held together with the statement specifying the reasons for not holding the annual general meeting, with such fees or additional fees as may be prescribed.

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Annual Return (Section 92)

Worked example

⚠️ Common exam mistakes