MGT-7 Annual Return: Due Date, Contents, and Filing on MCA V3 Portal
The annual return under Section 92 CA 2013 is filed in Form MGT-7 within 60 days of the AGM — by 29 November when the AGM is held on 30 September. OPCs and small companies file the abridged MGT-7A, and larger companies must attach Form MGT-8, a certificate from a company secretary in practice.
HRA Research Desk
Chartered Accountant · Harun Raaj & Associates
The annual return under Section 92 of the Companies Act 2013 is filed in Form MGT-7 within 60 days of the AGM — by 29 November when the AGM is held on 30 September. One Person Companies and small companies file the abridged MGT-7A instead. Companies with paid-up capital of ₹10 crore or more, or turnover of ₹50 crore or more, must attach Form MGT-8 — a certificate from a company secretary in practice — to the annual return. Filing is done on the MCA21 V3 portal with the DSC of an authorised signatory.
Since MCA21 V3 (June 2025): MGT-7 is filed on the V3 portal with real-time validation of director DINs and the company's compliance status. The 60-days-from-AGM deadline is unchanged.
What the law actually requires
Section 92(1) requires every company to prepare and file an annual return containing its registered office, register of members and debenture holders, shareholding pattern, indebtedness, charges, and details of changes in directors and key managerial personnel (KMP). Rule 11 of the Companies (Management and Administration) Rules, 2014 prescribes the forms and the filing timeline.
The contents of the annual return
The MGT-7 data is public via the MCA master data once filed. Investors and lenders pull it during diligence, which is why an accurate shareholding pattern and a clean "ACTIVE-Compliant" status matter commercially, not just legally.
MGT-7A for OPCs and small companies
Rule 11(1) of the Management and Administration Rules provides that One Person Companies and small companies file the abridged annual return in MGT-7A. A small company is one with paid-up capital up to ₹4 crore and turnover up to ₹40 crore, subject to standard exclusions (holding/subsidiary companies and Section 8 companies cannot claim the status).
⚠️ — confirm the current MGT-7A eligibility and the small-company thresholds against the latest Rules, since the monetary limits have been revised over time.
When MGT-8 is required
The proviso to Section 92(2) adds a certification layer for larger companies: where paid-up share capital is ₹10 crore or more, or turnover is ₹50 crore or more, the annual return must also be certified by a company secretary in practice, filed in Form MGT-8. This is a third-party certification, not the company's own CEO or CFO sign-off — the certifying CS attests that the annual return states the facts correctly.
Worked example: two companies, two forms
Aravalli's AGM is held on 30 September 2026. Its MGT-7 and MGT-8 are due 29 November 2026 (60 days after the AGM). If it files on 20 January 2027, it is 52 days late — an additional fee of ₹100 × 52 = ₹5,200 per form, before any Section 92(5) penalty on the company and officers in default.
Practical implications
- The AGM date fixes the MGT-7 deadline. 60 days after the AGM. Delaying the AGM pushes MGT-7 later, but never past 29 November for an April–March company — and the AGM itself is due by 30 September.
- File MGT-7 after AOC-4, not instead of it. The financial statements (AOC-4) and the annual return (MGT-7) are separate obligations with separate late fees. Filing one does not discharge the other.
- DSC must be live. The form is signed and filed with the DSC of an authorised signatory (a director or the CS). A deactivated DIN — often from a missed DIR-3 KYC — freezes the filing.
- Accuracy in shareholding matters for diligence. The shareholding pattern in MGT-7 must reconcile with the register of members. A buyer's diligence team cross-checks the MCA record against the cap table; a divergence becomes a deal issue.
- The late fee has no cap. ₹100 per day per form under Section 403, accumulating until filing. Check whether any MCA condonation/amnesty scheme applies to your year before paying up.
FAQ
What is the MGT-7 due date?
Within 60 days of the AGM. With an AGM on 30 September, the deadline is 29 November. If the AGM is not held, the 60 days run from the last date it should have been held.
What is the difference between MGT-7 and MGT-7A?
MGT-7 is the full annual return. MGT-7A is the abridged form for One Person Companies and small companies (paid-up capital up to ₹4 crore and turnover up to ₹40 crore, with exclusions).
Is MGT-8 a CEO certification?
No. MGT-8 is a certificate from a company secretary in practice, required where paid-up capital is ₹10 crore or more or turnover is ₹50 crore or more.
Can we file MGT-7 without AOC-4?
Yes, technically — but you should not. Both are separate filings; AOC-4 (financial statements) is due first (30 days after AGM) and MGT-7 after (60 days after AGM). Each carries its own late fee.
What happens if we file MGT-7 late?
An additional fee of ₹100 per day under Section 403, with no ceiling, plus exposure to penalty under Section 92(5) on the company and officers in default. Continuous non-filing can trigger Section 164(2) director disqualification.
Who signs the annual return?
A director and the company secretary, or — where there is no company secretary — a company secretary in practice. Larger companies additionally need the MGT-8 certification.
Sources
- Section 92, Companies Act 2013 (annual return); Rule 11, Companies (Management and Administration) Rules 2014
- Section 137 (AOC-4), Section 403 (late fee), Section 92(5) (penalty)
- Section 164(2) (director disqualification for continuous non-filing)
- MCA21 Version 3 portal (filing with DSC)
Use the ROC compliance calendar to anchor MGT-7 to your AGM date. For a ROC annual-filing compliance audit of your company, visit pvtltd.co.
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Statute-cited, section-by-section guides covering the same ground this article does.
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