Summary: Every company is required to file an Annual Return with the Registrar of Companies (ROC) under Section 92 of the Companies Act, 2013, containing its particulars as at the close of the financial year. The return must be filed within 60 days from the date of the Annual General Meeting (AGM), or, where no AGM is held, within 60 days from the date on which the AGM should have been held, along with reasons for not holding the AGM. One Person Companies (OPCs) and Small Companies are required to file Form MGT-7A from FY 2020–21 onwards, while all other companies must file Form MGT-7. Listed companies and companies having paid-up share capital of ₹10 crore or more, or turnover of ₹50 crore or more, must obtain certification of the annual return from a Company Secretary in Practice in Form MGT-8 under Section 92(2). The Companies (Management and Administration) Rules, 2025 have substituted Form MGT-7 with a revised format, while Form MGT-7A continues unchanged for OPCs and Small Companies.
Annual Return under the Companies Act, 2013:
The Annual Return is a statutory document containing particulars of a company as on the close of the financial year. It is required to be filed with the Registrar of Companies (ROC) pursuant to Section 92 of the Companies Act, 2013.
The annual return is required to be filed with the Registrar of Companies (ROC) within sixty days from the date on which the Annual General Meeting (AGM) is held or, where no AGM is held in any year, within sixty days from the date on which the AGM should have been held, together with a statement specifying the reasons for not holding the AGM.
1. Every company shall file its annual return in Form No. MGT-7, except a One Person Company (OPC) and a Small Company.
2. One Person Company (OPC) and Small Company shall file their annual return in Form No. MGT-7A from the financial year 2020–2021 onwards.
3. The annual return of a listed company or a company having:
- paid-up share capital of ₹10 crore or more, OR
- turnover of ₹50 crore or more, shall be certified by a Company Secretary in Practice (PCS) in Form No. MGT-8 in accordance with Section 92(2) of the Companies Act, 2013 and the Companies (Management and Administration) Rules, 2014, as amended.
4. The Companies (Management and Administration) Rules, 2025 have substituted Form No. MGT-7 with a revised Form No. MGT-7, which is applicable from the date notified under the 2025 Rules.
Summary Table : –
| Type of Company | Annual Return Form | PCS Certification (MGT-8) |
| OPC | MGT-7A | Not applicable unless otherwise required |
| Small Company | MGT-7A | Not applicable unless otherwise required |
| All Other Companies | MGT-7 | Applicable for listed companies or companies with
paid-up capital ≥ ₹10 crore or turnover ≥ ₹50 crore |
This reflects the position after the Companies (Management and Administration) Rules, 2025, under which the format of Form MGT-7 has been substituted while Form MGT-7A continues for OPCs and Small Companies.
Editorial Notes:
Section 92 of the Companies Act, 2013: Section 92 requires every company to prepare an annual return in the prescribed form containing specified particulars as they stood at the close of the financial year. These include details relating to the registered office, principal business activities, holding, subsidiary and associate companies, shares and other securities, shareholding pattern, members and debenture-holders, promoters, directors and key managerial personnel, meetings, remuneration, penalties or punishment, compounding of offences and other prescribed matters. The annual return must be filed with the Registrar within 60 days from the date of the AGM or, where no AGM is held, within 60 days from the date on which it should have been held, together with reasons for not holding the AGM.
Form No. MGT-7A: Form MGT-7A is the abridged annual return prescribed under Section 92(1) of the Companies Act, 2013 read with Rule 11 of the Companies (Management and Administration) Rules, 2014. It is intended for One Person Companies (OPCs) and small companies and provides a simplified annual-return format suited to their comparatively limited corporate structure and compliance requirements. It captures key particulars relating to the company, principal business activities, holding and subsidiary relationships, share capital, members, directors, meetings, remuneration and other prescribed disclosures.
Form No. MGT-7: Form MGT-7 is the prescribed annual return form generally applicable to companies other than OPCs and small companies. It provides a comprehensive statutory snapshot of the company as at the close of the financial year, including details of its registered office, business activities, group entities, securities and shareholding pattern, members, promoters, directors and KMP, meetings, remuneration and other compliance particulars. The form is filed with the Registrar under Section 92 and is generally required within 60 days of the AGM or the date on which the AGM ought to have been held.
Form No. MGT-8: Form MGT-8 is the certificate issued by a Company Secretary in Practice for companies covered by Section 92(2) of the Companies Act, 2013 read with the applicable rules. It certifies that the annual return discloses the facts correctly and adequately and that the company has complied with the applicable provisions of the Companies Act in respect of specified matters. The certification requirement applies to a listed company and to prescribed companies meeting the applicable paid-up share capital or turnover thresholds; MGT-8 is associated with the annual return rather than being a substitute for Form MGT-7.
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