A Guide on Annual Return Filing for Company

Annual return filing is a yearly compliance requirement for all registered companies in India. It involves submitting essential information about the company’s ownership, directors, financial position, and other corporate details to the Registrar of Companies. This process helps maintain transparency and ensures that the company operates within the legal framework. As per the Companies Act, 2013, it is mandatory for companies to file their annual returns on time to avoid penalties and maintain good standing with regulatory authorities. In this blog, you will learn about Annual return filing for company.

What is Annual Return Filing for a Company?

Annual return filing is a mandatory compliance under Section 92 of the Companies Act, 2013. Every company must file this return with the Ministry of Corporate Affairs (MCA) each year. The filing is done using Form MGT-7 for most companies, while small companies and One-Person Companies (OPCs) use Form MGT-7A. The return includes key details such as shareholding structure, board of directors, number of meetings held, and auditor information as of March 31 of the financial year.

The MCA21 V3 portal provides fully web-based forms for annual returns and compliance filings. These forms have replaced old PDF formats, allowing real-time data checks, better security, and a more streamlined filing experience.

Why is Annual Return Filing Important?

Below are the key importance of Annual return filing:

• Ensures Legal Compliance

The Companies Act, 2013 requires every company to file its annual return under Section 92. This filing shows that the company follows the law. It helps the government track the company’s legal standing. If a company fails to file, it faces penalties and possible disqualification of directors.

• Strengthens Government Oversight

The MCA21 V3 portal allows the Ministry of Corporate Affairs to collect accurate data in real-time. It helps detect errors or non-compliance instantly. The system ensures that all companies stay accountable to the law without delays.

• Increases Transparency for Stakeholders

Investors, banks, and business partners look at annual returns to understand a company’s structure and performance. Proper filing builds trust. It makes it easier for the company to raise funds, secure loans, and attract partners.

• Supports Corporate Actions

Updated annual returns help the company perform other actions smoothly. These include changing directors, issuing new shares, or merging with another company. Authorities verify these actions against past filings, so accurate annual data avoids delays.

• Avoids Heavy Penalties

If a company fails to file the annual return within the deadline, it pays Rs. 100 per day of delay. There is no maximum cap on this penalty. Continuous non-compliance leads to stricter legal actions and impacts the company’s credibility.

Key Components of Annual Return (MGT-7)

Here are the key components of Annual Return (MGT-7):

1. Company and Office Details

The form collects the legal name of the company, the Corporate Identification Number (CIN), and the full address of the registered office. It also includes information about the business activities, main industry classification, and jurisdiction of the Registrar of Companies.

2. List of Shareholders and Debenture Holders

The company enters the names, contact details, and shareholding amounts of all shareholders and debenture holders. It must use a prescribed Excel sheet. This list also includes a gender-wise breakup of individual shareholders to meet new regulatory norms.

3. Photograph of Registered Office

The company uploads a clear photograph of its registered office building. This image confirms that the company operates from the declared location, as required under Section 12 of the Companies Act.

4. Details of Meetings

The form records the dates and attendance of board meetings and shareholder meetings held during the financial year. The company submits this data using a separate Excel sheet, which also captures the type and outcome of each meeting.

5. Company Profile as of Financial Year-End

This section confirms the company’s official name and address as of March 31 of the relevant financial year. It ensures the information reflects the company’s latest position and matches government records.

6. Beneficial Ownership and Key Persons

The return identifies any individual who holds significant control or influence over the company. It includes details about the person’s role, such as promoter, director, or authorized representative.

7. Inclusion of MGT-8

If a company requires certification from a practicing company secretary, the form MGT-8 now links directly to MGT-7. This simplifies the process and allows submission through one unified portal.

8. Offline Filing Templates

The MCA portal allows the company to download Excel templates, fill them offline, and re-upload them for submission. This makes data entry easier and reduces online form errors.

9. Privacy Controls in PDF Output

The final PDF version of the filed form excludes shareholder lists. This prevents public access to sensitive ownership data and aligns with privacy rules followed in other compliance forms like PAS-3.

10. Filing Option for Special Cases

Companies under the Corporate Insolvency Resolution Process (CIRP) or liquidation now receive permission to file MGT-7. This update includes such companies in regular compliance requirements, which were earlier restricted.

Due Dates for Annual Return Filing (FY 2024–25)

Listed below are the due dates for Annual return filing for companies under the Companies Act, 2013, for FY?2024?25:

1. Individuals and Non-Audit Cases

Individuals, Hindu Undivided Families (HUFs), sole proprietors, and professionals whose accounts do not require audit under the Income Tax Act must file their income tax returns on or before 31st July 2024. They must choose the appropriate form based on their income type—such as ITR-1 for salaried individuals, ITR-2 for capital gains, ITR-3 for business or professional income, and ITR-4 for presumptive taxation. Missing this deadline attracts a late filing fee under Section 234F of the Act.

2. Companies and Audit Cases

Companies, partnership firms, and LLPs whose books of accounts are subject to audit under the Income Tax Act must file their income tax returns by 30th September 2024. Working partners of such firms are also included under this timeline. These entities must submit audit reports in Form 3CA/3CB along with Form 3CD. While companies must file ITR-6, partnership firms and LLPs must file ITR-5. This schedule ensures that audit-compliant businesses complete return filing within the prescribed deadline.

3. Tax Audit Report Filers

Entities that have already submitted their audit reports must file their final income tax return by 31st October 2024. This timeline applies to companies and businesses that fall under the tax audit category but are not involved in transfer pricing transactions. It provides additional time for completing the income tax return after fulfilling audit-related formalities.

4. Transfer Pricing and Trusts

Businesses engaged in international or specified domestic transactions must comply with the transfer pricing requirements and submit Form 3CEB certified by a Chartered Accountant by 30th November 2024. Additionally, charitable and religious trusts claiming exemptions under Sections 11 or 10(23C) must file their audit reports using Form 10B or 10BB within the same deadline. This ensures transparency and accuracy in reporting cross-border and exempt income.

5. ROC and LLP Annual Filings

All companies registered under the Companies Act, 2013 must file their annual return in Form MGT-7 and financial statements in Form AOC-4 with the Registrar of Companies (ROC) by 31st December 2024. LLPs must also comply with annual filing requirements and submit Form 8 (statement of accounts and solvency) and Form 11 (annual return), especially if any due date extension is granted. These filings ensure compliance with the Ministry of Corporate Affairs (MCA) regulations.

Annual Return Filing for Different Types of Companies

Here is a detailed explanation of Annual return filing for different types of companies:

1. Private and Public Companies

Private and public companies file their annual return using Form MGT-7. They enter details such as shareholding structure, board composition, auditor particulars, and meeting records. These companies must file through the MCA21 V3 portal, which replaces PDF forms with fully web-based submissions.

2. One Person Companies (OPCs) and Small Companies

OPCs and small companies file their annual return using Form MGT-7A. This form is a simplified version of MGT-7. The Ministry of Corporate Affairs introduces MGT-7A to reduce the compliance burden for smaller entities.

A company qualifies as a small company if its paid-up capital does not exceed Rs. 4 crore and its turnover remains within Rs. 40 crore. MGT-7A excludes complex disclosures like director remuneration and detailed board meeting minutes. However, the company still needs to confirm shareholding and director information.

3. Companies Under Insolvency or Liquidation

Companies under the Insolvency Resolution or Liquidation Process also need to file annual returns. In earlier years, some of these entities did not file due to confusion about eligibility. In 2025, MCA guidelines clearly state that such companies must file MGT-7 or MGT-7A, depending on their classification.

The return must include details of interim resolution professionals or liquidators, depending on the case. This ensures that regulators have updated records, even when the company undergoes legal proceedings or business closure.

Documents Required for Annual Return Filing

The following documents are required for Annual return filing:

• Form MGT-7 / MGT-7A: Duly filled annual return form
• List of Shareholders/Debenture Holders: Excel sheet with ownership details
• AGM Extension Letter (if applicable): A Copy of approval for extended AGM date
• Form MGT-8 (if applicable): Compliance certificate from Company Secretary
• Board and AGM Resolutions: Copies of key decisions and meeting minutes
• Form 66 (if applicable): Compliance certificate for certain companies
• Financial Statements: Balance Sheet, Profit & Loss, and Auditor’s Report
• Registers:  Register of Members, Directors, and other statutory registers

Procedures for Annual Return Filing

Below is the step-by-step process for filing an Annual Return:

Step 1: Access the MCA Portal

Visit the MCA21 V3 portal. Use your company’s valid credentials to log in. Choose the business user option for accessing statutory forms.

Step 2: Select the Correct Form

Choose Form MGT-7 for private or public companies. Choose Form MGT-7A for One-Person Companies (OPCs) or small companies. These forms now appear as structured web forms instead of PDF files.

Step 3: Enter Basic Company Information

Enter the Corporate Identification Number (CIN). The portal auto-fills basic details like company name, registered address, and date of incorporation. Verify these fields for accuracy.

Step 4: Fill Financial Year and Return Details

Specify the financial year-end date. Enter the date of the Annual General Meeting (AGM). Confirm whether the company holds the AGM within the statutory timeline.

Step 5: Download and Complete Excel Templates

Download Excel templates available on the portal. These include:

• List of shareholders and debenture holders
• Details of board and committee meetings
• AGM-related disclosures

Fill the sheets with accurate data. Upload the completed files back to the form.

Step 6: Upload Registered Office Photograph

Upload a recent photograph of your registered office. The photo must clearly display the company’s name board as required under Section 12 of the Companies Act, 2013.

Step 7: Attach Linked Compliance Form (if applicable)

If the company falls under the threshold (e.g., paid-up capital above Rs. 10 crore or turnover above Rs. 50 crore), complete Form MGT-8. This compliance certificate links directly to the MGT-7 form in the portal.

Step 8: Provide Statutory Attachments

Upload other required documents such as:

• AGM extension approval (if AGM exceeds the standard deadline)
• Board and shareholder resolutions
• Form 66 (if applicable to certain companies)

Step 9: Validate the Form

Use the portal’s built-in validation feature. The system checks for missing fields or incorrect data. Correct any errors before submission. Ensure every mandatory field is complete.

Step 10: Submit the Form and Make Payment

Affix your Digital Signature Certificate (DSC). Confirm the form and proceed to payment. The portal auto-calculates the fee based on your company’s paid-up share capital. Complete the payment online.

Step 11: Generate SRN and Acknowledgment

After submission, the portal generates a Service Request Number (SRN). Download the acknowledgment receipt and keep it in your compliance records for future verification.

Step 12: Check Status and Ensure Compliance

Use your MCA dashboard to check filing status. The Ministry of Corporate Affairs processes the return through Straight Through Processing (STP). This process finalizes submissions without manual intervention.

Penalties for Late or Non-Filing

Here is a detailed explanation of penalties for late or non-filing of Annual Returns:

1. Fixed Penalty on Default

The law imposes an immediate penalty of Rs. 10,000 when a company fails to file its annual return within the prescribed time. This penalty applies to the company and each officer responsible for compliance. The authority issues the penalty under Section 92(5) of the Companies Act, 2013.

2. Daily Fine for Delay

After the initial default, the company must pay an additional penalty of Rs. 100 for each day of delay. This daily fine continues until the company completes the filing. Officers in default also pay Rs. 100 per day for their part in the delay.

3. Maximum Penalty Limit

The law sets a cap on the total penalty. A company does not pay more than Rs. 2,00,000 as a cumulative penalty for a single default. Each officer in default does not pay more than Rs. 50,000, even if the delay continues for a long period.

4. False Certification Penalty

If a practicing Company Secretary provides false certification while verifying Form MGT-7, they face a penalty of Rs. 2,00,000. This penalty ensures that professionals verify annual returns with care and integrity.

5. Director Disqualification Risk

If a company fails to file its annual returns for three consecutive financial years, the directors of the company lose their eligibility under Section 164(2). They cannot act as directors in any company for five years.

6. ROC Strike-Off Action

The Registrar of Companies (ROC) has the authority to strike off the name of a company that repeatedly fails to file annual returns. This action removes the company from the official records and dissolves its legal status.

7. Possible Imprisonment for Officers

In serious cases of wilful non-compliance, the officers in default may face imprisonment for up to three years, in addition to monetary penalties. This clause strengthens enforcement and discourages long-term negligence.

Conclusion

Filing the annual return on time helps a company stay legally compliant and maintain a trustworthy reputation. It protects the company from heavy penalties, legal action, and unnecessary complications. Timely and accurate filings reflect responsible management and improve credibility with stakeholders. Every company, regardless of size or status, must treat annual return filing as a serious obligation. Staying compliant ensures smooth operations, avoids legal risks, and supports the company’s long-term growth and stability. If you want to file an annual return, contact Online Legal India to get assistance from their experts.