The Annual Return is the company's once-a-year snapshot filed with the Registrar of Companies (ROC). It is governed by Section 92 read with Rule 11 of the Management & Administration Rules.
## 1. Form & Filing
Company Type
Form
Every company except OPC and Small Company
MGT-7
OPC and Small Company (FY 2020-21 onwards)
MGT-7A
## 2. Contents — Sec 92(1)
The return must capture:
Registered office, principal business, holding/subsidiary/associate company info
Shares, debentures, and shareholding pattern
Members and debenture-holders (with changes during the year)
Promoters, directors, KMP (with changes)
Meetings (members, board, committees) and attendance
Remuneration of directors and KMP
Penalty or punishment imposed on the company and its officers
Compliance certifications and disclosures
Shares held by Foreign Institutional Investors (FIIs)
Any other prescribed matter
## 3. Signing
Generally: a director AND the Company Secretary (or a CS in practice if no CS is employed).
OPC / Small Company: signed by CS (or by the director if no CS).
## 4. Certification by CS in Practice (Form MGT-8) — Sec 92(2) + Rule 11(2)
Mandatory certification for:
Listed companies, OR
Paid-up share capital ≥ ₹10 crore, OR
Turnover ≥ ₹50 crore.
The certificate (Form MGT-8) confirms compliance with the Act.
## 5. Website Disclosure
Place a copy of the annual return on the company's website (if applicable).
The web-link must be disclosed in the Board's Report.
## 6. Filing Deadline with ROC
Within 60 days of the AGM.
If no AGM is held → within 60 days of the due date for the AGM, with reasons for non-holding stated.
## 7. Penalties
### (a) Company and Officers
₹10,000 flat + ₹100/day for continuing failure.
Maximum on company: ₹2,00,000.
Maximum on officer in default: ₹50,000.
### (b) CS in Practice
If a CS in practice certifies an annual return that is not in accordance with the Act/Rules:
ABC Ltd holds its AGM on 28 September 2024. Annual Return must be filed with ROC by 27 November 2024 (60 days).
### Example 2
Example 2 — MGT-8 trigger:
XYZ Pvt Ltd has PUSC of ₹8 Cr and turnover of ₹55 Cr — turnover alone breaches the ₹50 Cr threshold, so MGT-8 certification is mandatory even though PUSC is below ₹10 Cr.
### Example 3
Example 3 — Penalty computation:
ABC Ltd files the annual return 250 days late. Company penalty = ₹10,000 + (250 × ₹100) = ₹35,000. Each officer in default pays the same up to a cap of ₹50,000.
### Example 4
Example 4 — No AGM:
DEF Ltd did not hold the AGM (due date 30 Sept). It must still file the return by 29 Nov, stating reasons for non-holding.
⚠️ Common exam mistakes
Filing MGT-7 for an OPC — it must use MGT-7A from FY 2020-21 onwards.
Treating MGT-8 as needed only for listed companies — turnover ≥ ₹50 Cr or PUSC ≥ ₹10 Cr also triggers it.
Counting 60 days from the financial year end instead of from the AGM date (or AGM due date).
Confusing the company's ₹2,00,000 cap with the officer's separate ₹50,000 cap.
Forgetting that the web-link to the annual return must be disclosed in the Board's Report, not just put on the website.
Bare-Act text Section 92 · Companies Act, 2013 · click to expand
Section 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— (a) its registered office, principal business activities, particulars of its holding, subsidiary and associate companies; (b) its shares, debentures and other securities and shareholding pattern; ... (j) such other matters as may be prescribed, and signed by a director and the company secretary, or where there is no company secretary, by a company secretary in practice.
Section 92(2): The annual return, filed by a listed company or, by a company having such paid-up capital or turnover as may be prescribed, shall be certified by a company secretary in practice and the certificate shall be in such form and shall state that the annual return discloses the facts correctly and adequately and that the company has complied with all the provisions of this Act.
Section 92(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.
Section 92(5): If any company fails to file its annual return under sub-section (4), before the expiry of the period specified therein, such company and its every officer who is in default shall be liable to a penalty of ten thousand rupees and in case of continuing failure, with further penalty of one hundred rupees for each day after the first during which such failure continues, subject to a maximum of two lakh rupees in case of a company and fifty thousand rupees in case of an officer who is in default.
Section 92(6): If a company secretary in practice certifies the annual return otherwise than in conformity with the requirements of this section or the rules made thereunder, he shall be liable to a penalty of two lakh rupees.