Section 92 read with rule Rule 11(1) of the Companies (Management and Administration) Rules, 2014 requires every company to prepare and file the Annual Return in Form No. MGT-7 containing the particulars as specified under section 92 as they stood on the close of the financial year and file with the Registrar within sixty days from the date on which Annual General Meeting is held or from the date on which AGM should have been held. The Annual Return is a comprehensive document which captures information of a company relating to its share capital, indebtedness, directors, shareholders, promoters, changes in directorships, corporate governance disclosures etc.

The Annual Return is required to be signed by a director and the company secretary, or where there is no company secretary, by a company secretary in practice. In case of One Person Company and small company, the Annual Return is to be signed by the company secretary, or where there is no company secretary, by the director of the company.

The Ministry of Corporate Affairs vide its notification dated November 16, 2015 has substituted Form MGT-7 through the Companies (Management and Administration) Third Amendment Rules, 2015 addressing the practical issues which were faced by the professionals.

Based on the revised MGT-7, the Institute has brought out this revised edition of to guide the company secretaries in filing, filing MGT-7 and certifying as per MGT-8.

I place on record my sincere thanks to the officers of Infosys Limited who are attached to e-governance cell of Ministry of Corporate Affairs, viz., Mr. Bhasker Subramanian, Industry Principal, CS Ankit Kumar Jain, Senior Associate Consultant, Infosys Limited for their practical inputs. I also place on record my thanks to CS Vijay Sharma, CS Munish K Sharma, CS Divesh Goyal, Practicing Company Secretaries for their valuable inputs in this revised edition of the guidance note on Annual Return.

I further place on record my sincere thanks to CS Ahalada Rao V, CS Ashish Doshi, and CS Makarand Lele, Central Council Members, ICSI for their valuable suggestions and inputs.

I commend the dedicated efforts put in by team ICSI led by CS Alka Kapoor, Joint Secretary and comprising CS Banu Dandona, Deputy Director, CS Deepa Khatri and CS Kalpesh Mehta, Assistant Directors in the Directorate of Corporate Law and Governance in preparing this publication under the overall guidance of CS Sutanu Sinha, Chief Executive, ICSI and leadership of CS Vineet K. Chaudhary, Chairman, Corporate Laws and Governance Committee & Central Council Member, ICSI and CS Ashish Garg, Chairman, Practicing Company Secretaries Committee & Central Council Member, ICSI.

In any publication of this kind, there is always a scope for further refinement. I would be personally grateful to the users and readers for their valuable feedback and suggestions in this regard.

CS Atul H. Mehta


Direct Link to Download the Draft Guidance Note on Annual Return


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October 2020