# Annual Return (Section 92)

## Form to be Filed

Type of Company	Form
Every company (general rule)	MGT-7
One Person Company (OPC) and Small Company (FY 2020-21 onwards)	MGT-7A

## Contents of the Annual Return

The annual return must contain particulars as they stood at the close of the financial year:

1. Registered office, principal business activities, particulars of holding, subsidiary and associate companies.

2. Its shares, debentures and other securities and shareholding pattern.

3. Its members and debenture-holders, with changes since close of previous FY.

4. Its promoters, directors, key managerial personnel (KMP), with changes since close of previous FY.

5. Meetings of members or class thereof, Board and committees, along with attendance details.

6. Remuneration of directors and KMP.

7. Penalty or punishment imposed on the company/directors/officers and details of compounding and appeals.

8. Matters relating to certification of compliances, disclosures as prescribed.

9. Shares held by or on behalf of Foreign Institutional Investors (FIIs).

Note: The Central Government may prescribe an abridged form for OPCs, small companies and other classes.

## Signing the Annual Return

Type of Company	Signed by
General rule	A Director AND the Company Secretary; if there is no CS → by a CS in practice
OPC / Small Company / Private Company (if a start-up)	Company Secretary; if there is no CS → by a director

## Certification by Practising Company Secretary (PCS) — Form MGT-8

The annual return filed by the following companies must be certified by a PCS in Form MGT-8:

1. A listed company; or

2. A company having:

Paid-up share capital ≥ ₹10 crore; OR
Turnover ≥ ₹50 crore

The MGT-8 certificate must state that the annual return discloses facts correctly and adequately and that the company has complied with all provisions of the Act.

## Extract of Annual Return — Form MGT-9

The extract of annual return shall be attached with the Board's Report in Form MGT-9.

## Filing with ROC

Filed within 60 days from the date of AGM.
Where no AGM is held in any year, file within 60 days from the date on which AGM should have been held, along with reasons for not holding the AGM.

## Preservation (Rule 15)

Copies of annual return, certificates and documents annexed thereto must be preserved for 8 years from the date of filing.

## Penalty for Contravention

### (A) Default by Company in Filing

Defaulter	Penalty
Company	₹10,000 + ₹100/day (continuing default), max ₹2,00,000
Every officer in default	Penalty of ₹50,000

### (B) Default by Practising Company Secretary

If a PCS certifies the annual return otherwise than in accordance with Section 92 and the Rules — Fine: ₹2,00,000.

## Form Summary — Quick Memory Map

Form	Purpose
MGT-7	Annual return (general)
MGT-7A	Annual return for OPC / Small Company
MGT-8	PCS certificate for listed / specified companies
MGT-9	Extract of annual return attached to Board's Report

Worked example

### Example 1

Example 1: PQR Ltd. (unlisted) has paid-up share capital of ₹8 crore and turnover of ₹60 crore. Is MGT-8 certification by PCS required?

Answer: Yes. Although paid-up share capital is below ₹10 crore, the turnover threshold of ₹50 crore is breached. Since the criteria are OR-based (either threshold triggers requirement), MGT-8 certification by a PCS is mandatory.

### Example 2

Example 2: ABC Ltd. held its AGM on 30th September 2024. By when must it file Form MGT-7? What if AGM was not held at all?

Answer: Filing must be done within 60 days from 30th September 2024, i.e., by 29th November 2024. If AGM was not held, MGT-7 must be filed within 60 days from the date on which AGM ought to have been held (typically 30th September), along with reasons for non-holding the AGM.

### Example 3

Example 3: XYZ Pvt. Ltd. (a start-up) has both a director and a company secretary. Who signs the annual return?

Answer: For a private company that is a start-up, the annual return is signed by the Company Secretary; if no CS exists, by a director. So in this case it is signed by the Company Secretary (since CS exists).

⚠️ Common exam mistakes

Using MGT-7 for OPC and Small Company — they must use MGT-7A from FY 2020-21 onwards.
Confusing MGT-8 (PCS certificate) with MGT-9 (extract attached to Board's Report).
Treating the ₹10 crore paid-up capital and ₹50 crore turnover thresholds for MGT-8 as cumulative (AND) — they are alternative (OR) triggers.
Computing the 60-day filing period from the financial year-end rather than from the AGM date / date AGM should have been held.
Forgetting that when no AGM is held, the company must file the annual return with reasons for non-holding the AGM.
Forgetting the 8-year preservation requirement under Rule 15.
Stating the per-day penalty as ₹200 — it is ₹100/day for the company under Section 92.
Forgetting that for OPC / Small Company / Start-up Private Company, the CS (or director if no CS) alone signs — no director-plus-CS combination is required.

Bare-Act text Section 92 · Companies Act, 2013 read with Rule 11 and Rule 15 of the Companies (Management and Administration) Rules, 2014 · click to expand

Section 92 - Annual Return. Every company shall prepare a return in the prescribed form containing the particulars as they stood on the close of the financial year regarding registered office, business activities, holding/subsidiary/associate companies, shares and securities, shareholding pattern, members, debenture-holders, promoters, directors, KMP, meetings, remuneration, penalties, compounding and other prescribed matters; and shall file the same with the Registrar within sixty days from the date on which the AGM is held or ought to have been held.

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