In this article
What is MGT-7?
MGT-7 is the Annual Return filed with the RoC under Section 92 of the Companies Act, 2013. It captures the company's structural snapshot as on 31 March of every financial year:
- Registered office, principal business activities, branches
- Holding, subsidiary and associate companies
- Share capital, debentures, indebtedness
- Shareholders with their shareholding details
- Directors and Key Managerial Personnel (KMP)
- Board and committee meetings held
- Remuneration of directors and KMP
- Penalties/punishments imposed (if any)
- Compliance certificate by CS for prescribed companies
MGT-7 vs MGT-7A — Which one applies?
MGT-7A (simplified) applies to:
- One Person Companies (OPCs)
- Small Companies — defined as: paid-up capital ≤ ₹4 crore AND turnover ≤ ₹40 crore (both conditions must be met)
MGT-7 (standard) applies to:
- All other Pvt Ltd companies (capital > ₹4 cr or turnover > ₹40 cr)
- All public limited companies (listed and unlisted)
- Section 8 companies (Not-for-profit)
MGT-7A requires fewer disclosures and no CS certification.
Due date and penalty
Due date: 60 days from AGM
Since AGM is by 30 September, MGT-7/7A is typically due by 28 November.
Penalty: ₹100 per day per company with no upper cap. Combined with AOC-4 delay, costs add up quickly.
CS Certification — When required
MGT-7 must be certified by a practicing Company Secretary for:
- Listed companies (always)
- Companies with paid-up capital ≥ ₹10 crore OR turnover ≥ ₹50 crore
The CS provides Form MGT-8 certifying that the annual return discloses facts correctly and the company has complied with the Companies Act.
For other companies, MGT-7 can be signed by the director and a CA/CS/CMA (no separate MGT-8 needed).
Documents and details required
- List of shareholders with shares held (as on 31 March)
- List of debenture holders (if any)
- Board and committee meetings register
- Director details with DIN, address, occupation
- KMP details (if applicable)
- Indebtedness statement
- Compliance status of various provisions
- Last year's MGT-7 (for reference)
- Statutory registers (members, directors, contracts)