Every company that holds, or is required to hold, an AGM files its annual return with the Registrar within 60 days of the annual general meeting — or, where no AGM is held, within 60 days of the date it should have been held, together with a statement of the reasons for not holding it (Companies Act, 2013, Section 92(4)). This page's timing does not cover One Person Companies, which do not hold an AGM (Section 96(1)). Before the deadline matters, the form must be chosen: One Person Companies and small companies file MGT-7A, every other company files MGT-7 (Companies (Management and Administration) Rules, 2014, Rule 11(1), as substituted by G.S.R. 159(E) dated 5 March 2021). The small-company financial limits that drive this choice changed from 1 December 2025 (Companies Act, 2013, Section 2(85), read with G.S.R. 880(E) dated 1 December 2025).
The December 2025 change rewrites old answers
Any annual-return advice written before December 2025 uses stale small-company limits. From 1 December 2025, a small company's paid-up capital must not exceed ₹10 crore and its turnover must not exceed ₹100 crore (Companies (Specification of definition details) Rules, 2014, Rule 2(1)(t), as substituted by the Companies (Specification of definition details) Amendment Rules, 2025, G.S.R. 880(E), in force from publication on 1 December 2025). The definition's other conditions still apply: the company must not be a public company, turnover is taken as per the profit and loss account for the immediately preceding financial year, and the excluded categories remain (Companies Act, 2013, Section 2(85)).
Three consequences follow. First, companies that filed MGT-7A last year must re-test rather than assume continuity. Second, companies that filed MGT-7 last year may now qualify for MGT-7A. Third, a company that is a holding or subsidiary company, a Section 8 company, or a company governed by a special Act is not a small company even if it meets the financial limits on paper (Companies Act, 2013, Section 2(85), proviso).
Check your position first
Enter these inputs before choosing the form under Rule 11(1) of the Companies (Management and Administration) Rules, 2014.
The subsidiary exclusion decides close cases
The worked comparison that matters most: two companies with identical ₹8 crore turnover and ₹2 crore paid-up capital, where one is a subsidiary and the other is standalone. The standalone company tests as small on the financial limbs; the subsidiary is excluded from small-company status regardless of its figures (Companies Act, 2013, Section 2(85), proviso, clause (A)).
Test exclusions before measuring money. The proviso to Section 2(85) removes holding and subsidiary companies, Section 8 companies, and companies or bodies corporate governed by any special Act from the definition, even where capital and turnover sit comfortably inside the limits.
Do it in order
- Test exclusions first: holding or subsidiary company, Section 8 company, special-Act company — before looking at any financial figure (Companies Act, 2013, Section 2(85), proviso).
- Measure capital and turnover against the post-December-2025 limits: paid-up capital not exceeding ₹10 crore and turnover (as per the profit and loss account for the immediately preceding financial year) not exceeding ₹100 crore (Section 2(85)(i)–(ii); G.S.R. 880(E)).
- Choose the form: MGT-7A for OPCs and small companies; MGT-7 for every other company (Companies (Management and Administration) Rules, 2014, Rule 11(1)).
- Check whether MGT-8 certification applies: the annual return of a listed company, or of a company with paid-up share capital of ₹10 crore or more or turnover of ₹50 crore or more, must be certified by a company secretary in practice in Form MGT-8 (Companies Act, 2013, Section 92(2); Companies (Management and Administration) Rules, 2014, Rule 11(2)).
- Reconcile members, directors and capital: share transfers, allotments and board changes during the year must agree across the return, the registers and the filed forms, because the return reports shares, members and directors with changes during the year (Companies Act, 2013, Section 92(1)(b), (d) and (e)).
- File within 60 days of the AGM — or of the date it should have been held — and preserve the SRN with the AGM record (Companies Act, 2013, Section 92(4)); this timing does not cover OPCs, which hold no AGM (Section 96(1)).
Worked example: same turnover, different forms
Take two private companies, each with ₹8 crore turnover for the preceding financial year and ₹2 crore paid-up capital, both holding AGMs on 30 September 2026. Company A is standalone; Company B is the subsidiary of a listed company.
Note: the classification above applies Section 2(85) of the Companies Act, 2013 with the limits in G.S.R. 880(E); the form follows Rule 11 of the Companies (Management and Administration) Rules, 2014; the deadline applies Section 92(4) of the Act to the AGM date.
The lesson generalises: common figures, different charters, different forms. Never copy last year's form choice — or a peer company's — without re-running both the exclusion and measurement tests.
Reconcile share changes before choosing
Form choice is only half the job; the return's contents must agree with the year's corporate actions. Every allotment, transfer, transmission and buy-back during the year changes the member, shareholding or capital position the return reports (Companies Act, 2013, Section 92(1)(b) and (d)). Allotments have their own return in Form PAS-3 (Companies (Prospectus and Allotment of Securities) Rules, 2014, Rule 12(1)), and a completed buy-back has its own return to the Registrar within thirty days of completion (Companies Act, 2013, Section 68(10)). Their figures must match the annual return exactly.
Build a single reconciliation sheet: opening capital, each change with its form and SRN, closing capital, and the member list as at year-end. Where MGT-8 certification applies, the certifying company secretary needs the same records — preparing the sheet once, correctly, serves both the filing and the certification.
The no-AGM clock
Where no AGM is held, the 60-day clock runs from the date the meeting should have been held, and the return must be filed together with a statement specifying the reasons for not holding the AGM — the filing duty does not wait for a meeting that never happens (Companies Act, 2013, Section 92(4)). Remedy the meeting default through its own workflow alongside the return. This clock does not cover One Person Companies, which hold no AGM (Companies Act, 2013, Section 96(1)).
If you miss it
If a company fails to file its annual return within the Section 92(4) period, the company and every officer in default are liable to a penalty of ten thousand rupees, plus one hundred rupees for each day after the first during which the failure continues, capped at two lakh rupees for the company and fifty thousand rupees for an officer in default (Companies Act, 2013, Section 92(5)).
Separately, a late Section 92 filing can be made after the period expires only on payment of an additional fee, which the Act says shall not be less than one hundred rupees per day, without prejudice to any other legal action or liability (Companies Act, 2013, Section 403(1), first proviso). The Fees Rules prescribe an additional fee of one hundred rupees per day of delay beyond the Section 92(4) period (Companies (Registration Offices and Fees) Rules, 2014, Annexure, item I, sub-item D, inserted by the Companies (Registration Offices and Fees) Second Amendment Rules, 2018).
FAQ
MGT-7 or MGT-7A — how do we choose?
Test exclusions first, then measure paid-up capital and turnover against the post-December-2025 limits. OPCs and small companies file MGT-7A; every other company files MGT-7 (Companies Act, 2013, Section 2(85); Companies (Management and Administration) Rules, 2014, Rule 11(1)).
We filed MGT-7A last year. Same again?
Not automatically. Re-run the exclusion and measurement tests every year — limits changed in December 2025, and becoming a holding or subsidiary company removes small-company status (Companies Act, 2013, Section 2(85), proviso).
What is the MGT-7 deadline?
Sixty days from the AGM, or from the date it should have been held where none was held (Companies Act, 2013, Section 92(4)).
Does a subsidiary ever file MGT-7A as a small company?
No. A subsidiary company is excluded from the small-company definition, so the small-company route to MGT-7A is unavailable on that ground alone (Companies Act, 2013, Section 2(85), proviso, clause (A)).
Is the additional fee the penalty?
No. The Section 92(5) penalty and the Section 403 additional fee are separate; the additional fee is payable "without prejudice to any other legal action or liability" (Companies Act, 2013, Section 403(1), first proviso).
What does a missed annual return cost?
A penalty of ten thousand rupees plus one hundred rupees per continuing day, capped at two lakh rupees for the company and fifty thousand rupees for an officer in default (Companies Act, 2013, Section 92(5)) — plus the additional fee of one hundred rupees per day of delay for filing late (Section 403(1); Fees Rules, Annexure, item I, sub-item D).
What if our certifier signs a wrong return?
A company secretary in practice who certifies the annual return otherwise than in conformity with the section and rules is liable to a penalty of two lakh rupees (Companies Act, 2013, Section 92(6)) — give the certifier reconciled records.
Sources
- Companies Act, 2013, Section 2(85) (small company: limits, turnover basis, exclusions)
- Companies Act, 2013, Section 92(1), (2), (4), (5) and (6) (annual return contents, certification, filing period, penalties)
- Companies Act, 2013, Section 68(10) (buy-back return) and Section 403(1), first proviso (additional fee for late Section 92 filings)
- Companies (Specification of definition details) Rules, 2014, Rule 2(1)(t), as substituted by G.S.R. 880(E) dated 1 December 2025 (₹10 crore / ₹100 crore limits)
- Companies (Management and Administration) Rules, 2014, Rule 11(1) as substituted by G.S.R. 159(E) dated 5 March 2021 (MGT-7 / MGT-7A), and Rule 11(2) (MGT-8 certification)
- Companies (Prospectus and Allotment of Securities) Rules, 2014, Rule 12(1) (Form PAS-3)
- Companies (Registration Offices and Fees) Rules, 2014, Annexure, item I, sub-item D, inserted by the Second Amendment Rules, 2018 (₹100 per day additional fee for late annual returns)
- The company's capital and turnover workings, exclusion analysis, AGM record, member/director reconciliations and SRNs
Related reading: https://www.harunraaj.com/blog/roc-annual-filing-compliance-checklist-companies
What to send for a review
Send your paid-up capital and turnover for the preceding financial year, the holding/subsidiary position, OPC status, and the AGM or required-AGM date. The review returns your final MGT-7/MGT-7A decision with the complete reconciliation checklist.
Next steps on ROC annual filing
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