The Filing Form and the 60-Day Deadline
Every company must file an annual return under Section 92 in Form MGT-7, except a One Person Company and a small company, which file Form MGT-7A. The return must be filed within sixty days from the date of the AGM, or where no AGM is held, within sixty days from the date on which the AGM should have been held, together with a statement of the reasons for not holding the AGM. The deadline is not extended by the board’s convenience; it is tied to the statutory AGM timeline.
The MGT-8 Certification
A listed company, or a company with 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 certification is not a rubber stamp; the practising company secretary certifies the accuracy and completeness of the return against the company’s records. A company that crosses the threshold but files MGT-7 without MGT-8 certification has an incomplete filing.
The Content of the Return
MGT-7 requires particulars of share capital, indebtedness, directors and KMP, shareholders and debenture holders, changes in directorship, and the company’s principal business activities. The return is a public document, and inconsistencies with the financial statements or the register of members are visible to the ROC, the auditor, and any diligence party.
The Revised MGT-7
The Companies (Management and Administration) Rules, 2025 have substituted Form MGT-7 with a revised format, while MGT-7A continues for OPCs and small companies. Companies should confirm the applicable version for the filing year before preparing the return; using a superseded format is a filing defect that may require resubmission.
Late Filing and Additional Fee
Late filing attracts an additional fee under Section 403, typically ₹100 per day of default, subject to the maximum prescribed. The additional fee is separate from any penalty for non-filing, and it accrues from the expiry of the 60-day period. A company that files after the AGM season should compute the additional fee before filing and budget for it.
Documentation for the Annual Return File
The file should contain: the AGM notice and minutes; the board resolution approving the return; the MGT-8 certificate where applicable; the share capital and shareholder reconciliation; the director and KMP changes with DIR-12 filings; the charges register reconciliation; and the filing acknowledgement. A return that is filed without the underlying reconciliation is a filing without an audit trail.
Call to Action: For annual return preparation, MGT-8 certification coordination, or late-filing remediation, contact office@anujdesaiassociates.com or 9619456656. Website: https://anujdesaiassociates.com. LinkedIn: linkedin.com/in/ca-anuj-desai-122547230.