Two Forms, One Deadline

Every company files an annual return under Section 92 within 60 days of the annual general meeting. Which form depends on the company: MGT-7A is the abridged return for one person companies and small companies, and MGT-7 is the full return for everyone else. The content differs; the deadline does not. Late filing attracts an additional fee of Rs 100 per day per form, reported as carrying no upper cap.

Which form applies to you

MGT-7A for a one person company or a small company.

MGT-7 for every other company.

Small company status turns on paid-up capital and turnover thresholds under the Companies Act, and those thresholds have been revised more than once. Confirm your classification for the year in question, because it also affects several other compliance obligations, not only this form.

A company that outgrows small company status moves to MGT-7 and should not discover that at the filing stage.

The deadline, worked

Sixty days from the AGM, not from the financial year end.

An AGM on 30 September produces an annual return due on 29 November. An AGM on 15 August produces 14 October.

Note that AOC-4 is due within 30 days of the same meeting, so the two filings sit a month apart and both move together if the AGM moves.

What the return contains

Broadly, the company’s position and changes during the year:

• Registered office, principal business activities and particulars of holding, subsidiary and associate companies

• Shares, debentures and other securities, and the shareholding pattern

• Indebtedness

• Members and debenture holders, with changes during the year

• Promoters, directors and key managerial personnel, with changes

• Meetings of members, the board and its committees, with attendance

• Remuneration of directors and key managerial personnel

• Penalties and punishments imposed, and compounding of offences

• Certification of compliances

• Other prescribed matters

The abridged MGT-7A carries a reduced set.

Where the work actually is

The member register. The annual return reports members and changes during the year. If your register of members does not agree with your cap table and your filings, this is where it shows.

Meeting records. Attendance at board and general meetings has to be reported, which means the minutes have to exist and be accurate.

Director and KMP changes. Every DIR-12 filed during the year should reconcile to what the annual return says.

Companies that maintain registers through the year file this form in an afternoon. Companies that do not spend a week reconstructing.

Certification

Certain companies are required to have the annual return certified by a company secretary in practice, in Form MGT-8, based on prescribed paid-up capital and turnover criteria.

Verify the current thresholds before concluding that your company does or does not need it.

What late filing costs

Rs 100 per day per form, reported as uncapped.

No ceiling is the point. A company two years late on both AOC-4 and the annual return is carrying two uncapped accruals simultaneously, and the total runs past six figures before anyone has assessed a penalty.

It also blocks the exit: a company cannot be struck off while filings are outstanding. See our article on strike-off.

How Northrop LLP helps

Northrop LLP maintains the statutory registers through the year, reconciles them to your filings, and files MGT-7 or MGT-7A within the deadline.