By Manu Rao | Updated March 2026
What Is the Annual Return (MGT-7)?
The Annual Return is a document that every company registered in India must file with the Ministry of Corporate Affairs (MCA) each financial year. Filed on Form MGT-7 (or MGT-7A for small companies and OPCs), it is a snapshot of the company's structure — its shareholders, directors, registered charges, share transfers, and compliance status as on the last day of the financial year (March 31).
Think of it as the company's annual report card submitted to the government. It does not contain financial statements — those go in AOC-4. The MGT-7 covers everything else.
Legal Basis
The Annual Return requirement comes from:
- Section 92 of the Companies Act 2013 — Every company must prepare an annual return in the prescribed form
- Section 92(4) — Filing must happen within 60 days from the date of the AGM
- Rule 11 of Companies (Management and Administration) Rules 2014 — Prescribes Form MGT-7 and its contents
- Section 93 — Listed companies must file a return of allotment within 15 days
For small companies (paid-up capital up to INR 4 crores, turnover up to INR 40 crores), the abridged form MGT-7A applies. This simplified version has fewer sections.
What MGT-7 Contains
The form is divided into several parts:
- Part I — Company details: CIN, name, registered office, principal business activity
- Part II — Registered office and principal business activities
- Part III — Particulars of holding, subsidiary, and associate companies
- Part IV — Shareholding pattern — names, addresses, nationality, number of shares held. For foreign shareholders, passport details and country of residence are required.
- Part V — Members and debenture holders — changes during the year, transfers, transmissions
- Part VI — Indebtedness — secured and unsecured loans, deposits
- Part VII — Details of directors and KMP — DIN, date of appointment, date of cessation
- Part VIII — Meetings — dates of board meetings, AGM, committee meetings held during the year
- Part IX — Remuneration of directors and KMP
- Part X — Penalty or punishment imposed on the company
- Part XI — Details of compounding, adjudication, or prosecution
- Part XII — Compliance with Secretarial Standards
How It Applies to Foreign-Owned Companies
If you are a foreigner or NRI who holds shares in an Indian company, the MGT-7 captures your details in a way that domestic-only companies do not face:
- Nationality and passport details — Part IV requires the nationality of every shareholder. Foreign shareholders must provide passport numbers and country of origin.
- Foreign holding company disclosure — If the Indian entity is a subsidiary of a foreign company, Part III captures the holding company details including its jurisdiction of incorporation.
- Share transfer records — Any transfer of shares from or to a foreign person during the year — including those requiring RBI approval — must be listed in Part V.
- Foreign director DINs — All foreign directors must have a Director Identification Number (DIN). Part VII captures DIN details. A foreign director who resigned mid-year still appears in the return with their cessation date.
- FEMA-related disclosures — While MGT-7 does not directly ask about FEMA filings, the shareholding pattern reveals whether foreign investment norms under FEMA (Foreign Exchange Management Act) are being followed.
Filing Process
- Hold the AGM — The 60-day clock starts from the AGM date. If the AGM is held on August 15, the MGT-7 is due by October 14.
- Prepare the form — Gather shareholder register, director details, meeting records, and transfer records. For foreign shareholders, confirm passport numbers and addresses are current.
- Certification — Listed companies and companies with paid-up capital above INR 10 crores or turnover above INR 50 crores must have the annual return certified by a Company Secretary in practice (Section 92(2)).
- Digital signature — The form must be signed using the DSC of a director and the Company Secretary (if applicable).
- Upload on MCA portal — File on the MCA V3 portal with the prescribed filing fee.
- Pay the fee — Filing fees depend on the company's authorized capital, ranging from INR 200 to INR 6,000.
Deadlines and Penalties
| Requirement | Deadline | Penalty |
|---|---|---|
| Filing MGT-7 | Within 60 days of the AGM | INR 100/day of delay (no cap specified, but NCLT can impose up to INR 5 lakhs) |
| If AGM not held | File within 60 days of the date by which AGM should have been held | Additional penalties for AGM default apply separately |
| Non-filing for 3 consecutive years | N/A | Company can be struck off under Section 248 |
Under the Companies (Amendment) Act 2020, additional fees for late filing follow a graded structure: INR 100/day of delay with no upper limit. A company that files MGT-7 six months late will pay approximately INR 18,000 in additional fees, on top of the normal filing fee.
Common Mistakes
- Filing before the AGM — The MGT-7 is meant to be filed after the AGM. Filing it before the AGM is held creates a discrepancy because the AGM date must appear in Part VIII.
- Outdated shareholder details — Foreign shareholders who changed their passport or address during the year must update their details. Filing with old passport numbers triggers queries from the RoC.
- Ignoring the CS certification requirement — Companies that cross the INR 10 crore paid-up capital threshold during the year must get the annual return certified by a practicing CS. Many companies miss this transition.
- Not filing because "nothing happened" — Even if the company had no transactions, no share transfers, and no meetings beyond the minimum, the MGT-7 must still be filed. There is no dormancy exemption.
- Treating MGT-7 and AOC-4 as the same — These are two separate filings. MGT-7 covers non-financial company information. AOC-4 covers financial statements. Both are mandatory.
Practical Example
A Canadian NRI and a German citizen own 60% and 40% respectively of a Private Limited Company in Hyderabad. Their AGM is held on September 15, 2026. The company secretary prepares MGT-7, entering the Canadian's passport number and Toronto address in Part IV, and the German's passport and Berlin address. Part III records the company has no holding or subsidiary companies. Part VII lists both as directors along with one Indian resident director. The certified form is digitally signed and uploaded to the MCA portal on November 10, 2026 — within the 60-day window. Filing fee: INR 200 (authorized capital under INR 1 lakh bracket).
Connected Filings
- AOC-4 — Filed within 30 days of AGM (separate from MGT-7)
- AGM — Must be held before MGT-7 can be filed
- Compliance Calendar — MGT-7 is one of several annual filings
Need help preparing and filing your company's annual return? Beacon Filing handles the entire process for foreign-owned companies across India.