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Companies Act, 2013 · Chapter VII · Management and administration
Section 92 of the Companies Act, 2013 Annual return
In force Explainer reviewed 23 October 2026
Who it applies to
- Every company, including One Person Companies and small companies (which file an abridged return)
What the section says
- The return covers, as at the close of the financial year: registered office, principal business and group companies; shares, debentures and shareholding pattern; members and debenture-holders and changes in them; promoters, directors and KMP and changes; meetings of members, the Board and committees with attendance; remuneration of directors and KMP; penalties, punishments and compounding; and other prescribed matters (s.92(1)).
- It is signed by a director and the company secretary, or a practising company secretary where there is none. For an OPC or small company, the company secretary signs, or a director where there is no company secretary (s.92(1)).
- The Government may prescribe an abridged return for OPCs, small companies and other classes. OPCs and small companies file Form MGT-7A, and other companies Form MGT-7, under the Companies (Management and Administration) Rules, 2014.
- A listed company, and a company with paid-up capital of ₹10 crore or more or turnover of ₹50 crore or more, must have the return certified by a practising company secretary in Form MGT-8 (s.92(2) read with rule 11(2)).
- A company with a website must place the annual return on it, and the Board's report must give the web address (s.92(3) and s.134(3)(a)).
- The return must be filed with the Registrar within 60 days of the AGM, or within 60 days of the date the AGM should have been held, with a statement of reasons for not holding it (s.92(4)).
Penalty for breach
| Who | Consequence |
|---|---|
| The company: late filing | Penalty of ₹10,000, plus ₹100 a day for continuing failure, up to ₹2 lakh |
| Every officer in default: late filing | Penalty of ₹10,000, plus ₹100 a day for continuing failure, up to ₹50,000 |
| A practising company secretary certifying wrongly | Penalty of ₹2 lakh |
Section 92(5) and (6), as amended (penalties in force from 21 Dec 2020).
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Common questions
What is the due date for filing the annual return (MGT-7 / MGT-7A)?
Within 60 days of the AGM. If no AGM is held, within 60 days of the last date on which it should have been held, with a statement of reasons.
Who needs MGT-8 certification of the annual return?
Listed companies, and companies with paid-up share capital of ₹10 crore or more or turnover of ₹50 crore or more, under rule 11(2) of the Companies (Management and Administration) Rules, 2014.
Which form do small companies and OPCs use?
Form MGT-7A, the abridged annual return. Other companies use MGT-7.
Type a section number (185, 10A) or a plain topic
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Talk to us →Section number, heading and status: Companies Act, 2013 as consolidated on India Code (amendments to about 2020–21). Sources for this page: Companies Act, 2013: India Code consolidated text. Reviewed 23 October 2026. General information, not legal advice; confirm on the official sources before relying on a provision.