Form MGT-7: Annual Return Filing Guide
Form MGT-7 is the Annual Return that every company registered in India must file with the Registrar of Companies (ROC). This form provides a comprehensive snapshot of the company's structure, shareholding pattern, and changes during the financial year. Filing MGT-7 is not just a regulatory requirement—it's a transparency mechanism that keeps stakeholders informed about the company's governance.
Under Section 92 of the Companies Act, 2013, every company (except One Person Companies) must file its Annual Return within 60 days from the date of the Annual General Meeting (AGM). Failure to comply attracts hefty penalties that accumulate daily.
Legal Framework and Due Dates
Statutory Requirements
- Section 92: Mandates annual return filing
- Section 94: Place of keeping register
- Rule 11: Companies (Management and Administration) Rules
- Form: MGT-7 (Web-based/e-Form)
Critical Due Dates
- AGM Due Date: Within 6 months of FY end (Sept 30)
- First AGM: Within 9 months of incorporation
- MGT-7 Due: Within 60 days of AGM
- Final Deadline: November 29 (for March FY end)
Information Required in MGT-7
The Annual Return is a comprehensive document containing detailed information about various aspects of the company. Understanding what information needs to be provided helps in better preparation.
1. Company Information
Corporate Identification Number (CIN), company name, registered office address, email, website, and details of whether the company is listed or unlisted.
2. Share Capital Structure
Authorized capital, issued capital, subscribed capital, paid-up capital, and changes during the year. Details of different classes of shares and their rights.
3. Shareholding Pattern
Complete list of shareholders with their holdings, changes during the year, transfer of shares, and categorization (promoter, public, institutional).
4. Directors and Key Managerial Personnel
Details of all directors, their DIN, appointment/resignation/change in designation during the year, KMP details, and their shareholding.
5. Debenture Holders and Debt Details
List of debenture holders, changes during the year, and details of other securities held by the company.
Step-by-Step Filing Process
Gather Information
Collect all shareholder details, director information, share transfer deeds, board resolutions, and previous year's annual return. Ensure all information is accurate and up-to-date.
Hold Annual General Meeting
Conduct AGM within the due date. Approve financial statements, declare dividends if any, and approve the annual return. The date of AGM is crucial for calculating MGT-7 due date.
Access MCA Portal
Login to MCA portal with DSC. Navigate to "e-Filing" → "Company Forms" → "File e-Form MGT-7". Download the form or use the web-based filing interface.
Fill Form Details
Enter all required information systematically. The form is divided into multiple sections: Company details, Share capital, Shareholding pattern, Directors, Debenture holders, and Compliance status.
Attach Required Documents
Attach list of shareholders, debenture holders, directors, particulars of changes, and any other relevant documents. All attachments must be in PDF format and properly certified.
Digital Signature and Submit
Form must be digitally signed by a director and certified by a practicing professional (CA/CS/CMA). Pay the requisite government fees and submit the form.
Penalty Structure for Non-Compliance
The penalty for late filing of MGT-7 is severe and accumulates daily without any maximum cap. This can significantly impact the company's finances.
| Violation | Penalty | Applicable To |
|---|---|---|
| Late filing (per day) | ₹100 per day | Company |
| Non-filing (Company) | Up to ₹10,00,000 | Company |
| Non-filing (Officers) | Up to ₹1,00,000 + imprisonment up to 6 months | Officers in default |
| Additional fee (beyond 300 days) | 2x normal fees + prosecution | Company |
Example: If a company files MGT-7 100 days late, the penalty would be ₹100 × 100 = ₹10,000. For 1 year delay: ₹36,500 penalty.
Common Mistakes to Avoid
Data Inconsistencies
Mismatch between shareholding in MGT-7 and PAS-3 filings, incorrect DIN entries, wrong CIN, and discrepancies with financial statements.
Missing Changes
Failure to report all changes in directors, share transfers, address changes, or modifications in share capital during the year.
Document Issues
Incomplete attachments, wrong format, missing certifications, and unsigned declarations from directors.
Timing Errors
Filing before AGM date, incorrect AGM date entry, and delayed filing beyond the 60-day window.
XBRL Filing Requirements
Certain companies must file their annual return in XBRL (eXtensible Business Reporting Language) format for better data analysis and interoperability.
Companies Required to File XBRL:
- • All companies listed with stock exchanges
- • Companies with paid-up capital of ₹5 crore or more
- • Companies with turnover of ₹100 crore or more
- • All companies required to prepare consolidated financial statements
Best Practices for MGT-7 Compliance
Preparation Tips
- ✓ Maintain updated statutory registers throughout the year
- ✓ Reconcile shareholding data monthly
- ✓ Document all board changes immediately
- ✓ Keep digital copies of all resolutions
Filing Strategy
- ✓ Schedule AGM well before September 30
- ✓ Start MGT-7 preparation immediately after AGM
- ✓ File AOC-4 before MGT-7
- ✓ Keep professional certification ready