Filing is mandatory for all Companies in India. The annual return is a yearly statement that every company files with the Registrar of Companies (ROC) on the Ministry of Corporate Affairs (MCA) portal, in Form MGT-7, or in the shorter Form MGT-7A in the case of small companies and One Person Companies. Companies are mandated under the Companies Act 2013 to file the Annual Return within 60 days from the date when the Annual General Meeting of the Company was held. Late filing attracts an additional fee of ₹100 per day, and the company and its officers in default are also liable to penalties under the Companies Act, 2013. This article shall help you understand in depth the meaning and process of the Annual Return filing and the essential documents required, making the process much easier for you!
What is Annual Return Filing?
In India, the process of filing the Annual Return is governed by the Companies Act of 2013. An annual return is a yearly statement of the company’s structure and governance as at the close of the financial year. Its financial performance is reported separately, in the financial statements filed in Form AOC-4. It shows the details of the Company’s business activities, including the registered office address, shareholders, director, and their details. Also includes the changes that happened in the Company during the financial year.
Importance of Filing Annual Return
Filing the Annual Return is an integral part of the business. Not only is it a statutory requirement, but it also builds trust and confidence among the company stakeholders. Below are the reasons that show the importance of filing an Annual Return:
- It is a statutory requirement mandated by the Companies Act, 2013, and forms the core of annual compliance for private limited company. Non-compliance is an offence that leads to penalties.
- The Annual Return clearly shows a company’s structure, operations, and financial health. It serves as an official record of everything the Company has done over the past year, which can be really useful if any legal or financial issues arise.
- It keeps shareholders and members informed about changes in ownership, management, and financial performance. Information in the Annual Return is usually necessary for mergers, acquisitions, and capital raises. By comparing annual returns, economic analysts and strategy makers can develop strategies for the Company’s growth.
Do all Companies have to file Annual Returns?
In India, private limited companies are required to file an Annual Return, as mandated by the Companies Act of 2013, forming a core part of compliance for private limited company in India. The same obligation applies to public companies, One Person Companies and Section 8 (non-profit) companies. Limited Liability Partnerships do not file MGT-7; they file their annual return in Form 11 under the LLP Act, 2008. All Companies incorporated in India through pvt ltd company incorporation have to fulfill this legal obligation in each financial year.
Documents Required for Filing Annual Return
Section 92 of the Companies Act 2013 lists the documents needed for filing the Annual Return of the Company. Here are the key documents for this process:
- Company Details:
It includes the registered address, which is the official location of the Company, and any changes in the address during the financial year, as well as the Company’s principal business activity, i.e., the activities the Company primarily engages in.
- Company Structure:
It includes information about any parent companies that control the firm, as well as details about its subsidiaries and other associated companies.
- Shares and Securities:
It includes the following:
- Total number of shares issued, subscribed, and paid up.
- The types of debentures or securities issued (e.g., secured or unsecured debentures).
- Total amount raised through debentures and shares.
- Shareholding percentage of the directors and promoters of the Company changes in the issued securities during the year.
- Financial Information:
It includes the Company’s debt, i.e., any loans or financial obligations, along with details of any new borrowings or repayments made during the financial year.
- Management Team:
It includes details about the promoters, directors, and key persons in managerial roles in the Company, as well as any changes regarding new appointments or terminations since the end of the last financial year.
- Meeting Records:
It includes information about the members’, Board of Directors’, and committee meetings that took place during the year. The record also has attendance data for the persons present at the meetings.
- Salaries:
It includes the remuneration and the payments made to the directors and key persons in managerial positions at the Company.
- Penalty Record:This section includes any penalty or punishment imposed on the company, its directors or its officers during the financial year. In exceptional circumstances, the company secretary or director needs to mention all the updates on legal matters, along with details of compounding offences and appeals made against the order in which penalty or punishment was imposed.
- Foreign Investors:
It includes specific details about shares held by or on behalf of Foreign Institutional Investors, such as their names, addresses, countries of incorporation, registration information, and the percentage of shares they own.
Essential Forms
- MGT-7 Form
- AOC-4 Form: In addition to the annual return, every company must file its audited financial statements, including the balance sheet, the statement of profit and loss and the Board’s report, in Form AOC-4 within 30 days of the Annual General Meeting (AGM). Companies covered by the XBRL rules file Form AOC-4 XBRL instead.
The annual return is filed online on the MCA V3 portal in Form MGT-7. Small companies and One Person Companies file the shorter Form MGT-7A. The form covers the company’s registered office, business activities, share capital, shareholding pattern, directors and key managerial personnel, meetings and remuneration.
In addition to the MGT-7, companies are required to file their audited financial statements, balance sheets, and profit and loss statements using Form AOC-4This. His form can also be accessed on the MCA website. It must be submitted within 30 days after the winding up of the Annual General Meeting (AGM).
Deadline for filing Annual Return
Every company must file its annual return in Form MGT-7 or MGT-7A with the Registrar within 60 days of the annual general meeting (AGM). If a company does not hold its AGM in a year, it must still file the annual return within 60 days from the date on which the AGM should have been held, together with a statement giving the reasons for not holding it.
How to File the Annual Return (Step by Step)
- Prepare the financial statements: Prepare the balance sheet, the statement of profit and loss, the cash flow statement (where applicable) and the notes to accounts.
- Complete the audit and board approval: The statutory auditor, a practising Chartered Accountant, audits the accounts and issues the auditor’s report. The Board approves the financial statements and the Board’s report at a board meeting and fixes the date of the AGM.
- Hold the AGM: Hold it within six months of the end of the financial year. The first AGM must be held within nine months of the end of the first financial year.
- File Form AOC-4: File the audited financial statements, the Board’s report and the auditor’s report within 30 days of the AGM.
- Prepare the annual return: Draw the details from the register of members, the register of directors and key managerial personnel, the minutes books and other records.
- Sign and certify: Get the return signed as required, and certified by a Company Secretary in practice in Form MGT-8 where applicable.
- File Form MGT-7 or MGT-7A: File it within 60 days of the AGM.
- Pay the fee: The filing fee depends on the company’s nominal share capital. An additional fee of ₹100 per day applies if the return is filed late.
Who Prepares Annual Returns?
EXCEPTION
There is an exception to this rule. In the case of a One-Person Company, a small company, or a private company (for example, start-ups) where there is no Company Secretary, the Annual Return shall be signed by the Company’s director.
The annual return is prepared from the company’s statutory registers and minutes, usually by the Company Secretary or by a professional engaged by the company, and is signed under Section 92(1) as follows:
- Small companies and One Person Companies: signed by the Company Secretary or, where there is no Company Secretary, by a director.
- Other companies: signed by a director and the Company Secretary. Where the company has no Company Secretary, a Company Secretary in practice signs in place of the Company Secretary.
Certification in Form MGT-8: A company with paid-up share capital of ₹10 crore or more, or turnover of ₹50 crore or more, must also have its annual return certified by a Company Secretary in practice in Form MGT-8.
Fee for Filing the Annual Return
Companies are required to pay prescribed fees to the Registrar of Companies (ROC) when filing their Annual Returns. The Ministry of Corporate Affairs defines the structure fee schedule on its website. The basic filing fee varies based on the Company’s share capital. For companies with a higher paid-up capital, the costs increase accordingly. If the annual return is filed after the due date, an additional fee of ₹100 for each day of delay is payable, on top of the normal filing fee.
Exemptions and Relaxations for Small Companies:
Small companies and One Person Companies file their annual return in Form MGT-7A, a shorter version of MGT-7. Since 1 December 2025, a private company with paid-up capital up to ₹10 crore and turnover up to ₹100 crore qualifies as a small company. A holding company, a subsidiary company, a Section 8 company and a company governed by a special Act cannot be a small company.
Conclusion
Filing the annual return on time is a core annual compliance for every company in India, public or private. It keeps the company’s records with the MCA up to date and gives shareholders, lenders and investors a reliable picture of its ownership and management. Late filing attracts an additional fee of ₹100 per day and penalties on the company and its officers, and continued default can lead to the disqualification of directors. Keeping the statutory registers current through the year makes it easy to prepare the return and file it within 60 days of the AGM.
FAQs
1. What is the due date for filing the Annual Return for a Private Limited Company?
As per Section 92(4) of the Companies Act, 2013, the Annual Return must be filed within 60 days of the Company’s General Meeting (AGM).
2. What is Form MGT-7 used for?
Form MGT-7 is used to file the Company’s Annual Return.
3. Can a small company file a simplified Annual Return?
Yes. Small companies and One Person Companies file Form MGT-7A, a shorter version of the annual return.
4. What is the penalty for not filing an Annual Return on time?
An additional fee of ₹100 per day of delay is payable on a late annual return. The company and every officer in default are also liable to a penalty under Section 92(5), which increases for each day the default continues. If annual returns or financial statements are not filed for three consecutive financial years, the directors are disqualified under Section 164(2).
5. Is certification by a Company Secretary mandatory for all companies?
No. Under Section 92(2) and the rules made under it, certification by a Company Secretary in practice in Form MGT-8 is mandatory only for companies with paid-up share capital of ₹10 crore or more or turnover of ₹50 crore or more.
