The annual return is the filing companies treat as the easy one, right up to the point where it is signed off with a figure that does not match the register.
There are two versions of it. Choosing between them is straightforward; completing either correctly is less so.
The rule
MGT-7A — the abridged annual return — is filed by:
- one person companies, and
- small companies.
MGT-7 is filed by everyone else.
That is the whole test. The complication lies in what counts as a small company.
What is a small company?
A small company is a company that is not a public company and that satisfies both paid-up capital and turnover conditions set out in Section 2(85) of the Companies Act, 2013.
Two things to be careful about:
The thresholds have been revised more than once. They were increased in 2021 and again in 2022. Do not assume the figure you remember is the figure that applies — check the position for the financial year you are filing for.
Both conditions must be met, and certain companies are excluded regardless of size. A holding company, a subsidiary company, a company registered under Section 8, and a company governed by any special Act are not small companies whatever their numbers look like.
That last exclusion is the one that catches people. A small trading company that happens to hold a majority stake in another company is a holding company, and therefore not a small company, and therefore files MGT-7 — regardless of how modest its own balance sheet is.
And the status is tested each year. A company that was small last year and crossed a threshold this year files MGT-7 this year. It is not a permanent classification.
What MGT-7A leaves out
MGT-7A is genuinely shorter. It drops or condenses several parts of the full return, including the detailed shareholding pattern breakdown, the extensive particulars of meetings, and parts of the remuneration and penalty disclosures.
It does not, however, reduce the underlying obligation. The statutory registers still have to exist and still have to be correct. MGT-7A asks for less of the same information; it does not permit less of it to be maintained.
When it is due
Within 60 days of the AGM — the same for both forms.
For a company with a 31 March 2026 year end holding its AGM on 30 September 2026, that is 29 November 2026.
Two points that catch people every year:
The 60 days run from the AGM you actually held. An AGM on 5 September means a due date of 4 November, not 29 November.
If no AGM was held, the 60 days run from the last date on which it should have been held. Not holding the meeting does not defer the annual return; it simply adds a second default alongside the first.
Late filing carries additional fees of ₹100 per day, with no upper limit — and the annual return is one of the two filings that count towards director disqualification under Section 164(2) after three continuous years of default.
The certification question
Where required, the annual return must be certified by a practising Company Secretary in Form MGT-8. This applies to listed companies and to companies above thresholds specified in the rules.
MGT-8 certification is not a formality. The certifying professional is stating that the company has complied with the provisions of the Act in the respects covered by the certificate, and takes professional responsibility for that statement.
Where annual returns actually go wrong
The form is not difficult. The underlying records usually are.
1. Shareholding that does not tie to the register of members. The annual return states the shareholding pattern as at the close of the financial year. If shares were transferred during the year and the register was updated late, or a transfer was approved by the board but never entered, the return and the register disagree. This is the most common defect and the easiest one for anyone to spot.
2. Transfers during the year not captured. MGT-7 asks for particulars of transfers. Companies that treat share transfers as a paperwork exercise between two shareholders, without board approval and register entries, discover the gap at annual return time.
3. Meeting particulars that do not match the minutes. Numbers of board meetings, dates, attendance. If the minute book was written up in arrears — and it often is — the return will not match it.
4. Directors and KMP details out of date. Appointments and resignations that were never filed in DIR-12, or filed late, leave the return inconsistent with the MCA’s own records.
5. Indebtedness figures inconsistent with AOC-4. Both filings are public and both are read together. A difference invites the question.
6. Getting the small company test wrong and filing MGT-7A when MGT-7 was required. The return is then defective, not merely late.
A short sequence
- Confirm your status for this year — one person company, small company, or neither. Do not carry last year’s answer forward.
- Reconcile the register of members to the shareholding you are about to declare, before you start the form.
- Reconcile the minute book to the meeting particulars.
- Check DIR-12 filings are current for every appointment and resignation during the year.
- Check whether MGT-8 certification is required.
- File within 60 days of the AGM.
Steps 2 to 4 are the work. The form itself takes an afternoon.
We prepare both, and the registers behind them
Annual filing package — AOC-4 and MGT-7 or MGT-7A prepared, validated and filed, with the board report drafted to Section 134 requirements, reviewed by a qualified Company Secretary before anything goes to the MCA, and free resubmission if a query arises from our work.
Statutory registers, minutes and resolutions are part of our compliance retainer if the records need bringing up to date first.
See annual filing packages → · Work out my due dates →
Or send us your CIN and we will tell you which return applies, what is due and by when.
Get in touch → · +91 92898 96117, Monday to Saturday.
General information, not advice for your company. Small company thresholds and certification requirements have been amended more than once and depend on the financial year concerned. Confirm the position before filing.
