TL;DR: MGT-7 / MGT-7A Filing at a Glance
📌 TL;DR - MGT-7 Filing Services Services at a Glance
Form MGT-7 is the annual return under Section 92 of the Companies Act, 2013 read with Rule 11 of Companies (Management and Administration) Rules, 2014. Small companies and OPCs file the abridged MGT-7A. Both are due within 60 days of AGM (typically 29 November). Late fee Rs 100/day no cap PLUS Section 92(5) post-2020 substituted penalty: company cap Rs 2,00,000 / officer cap Rs 50,000 at Rs 100/day. Patron files standalone from Rs 6,000 or Rs 35,000 in the full annual bundle.
MGT-7 is filed separately from AOC-4 (financial statements). The two forms cover different domains: AOC-4 is the financial filing under Section 137, MGT-7 is the structural filing under Section 92. MGT-7 is filed AFTER AOC-4 because the annual return references the AOC-4 SRN. Filing in reverse sequence causes MGT-7 portal rejection.
Below is the quick-reference summary covering governing provisions (Section 92, 92(2), 92(5) post-2020 substituted, 96, 164(2) + Rule 11, Rule 11(1), Rule 11(2)), variant selection (Section 2(85) small company + G.S.R. 880(E) dated 1 December 2025), MGT-8 certification threshold, AOC-4-before-MGT-7 sequencing rule, and Patron's standalone vs bundle pricing path.
| Parameter | Detail |
|---|---|
| Governing Act | Companies Act, 2013 (Sections 92, 92(2), 92(5) post-Companies (Amendment) Act 2020, 92(6) post-2020, 96, 164(2)) read with Rule 11, Rule 11(1), and Rule 11(2) of Companies (Management and Administration) Rules, 2014. Section 92(5) substituted by Section 20 of Companies (Amendment) Act 2020 via S.O. 4646(E) dated 21 December 2020. |
| Applicable To | Every company registered under Companies Act, 2013: Private Limited, Public Limited, OPC, Section 8 Company. Small companies under Section 2(85) (paid-up up to Rs 10 crore AND turnover up to Rs 100 crore per G.S.R. 880(E)) and OPCs file MGT-7A. |
| Timeline | Within 60 days of AGM (typically by 29 November for FY ending 31 March). For OPC MGT-7A: 60 days from completion of 180 days from FY end. |
| Cost (Patron) | Standalone: Rs 6,000 (MGT-7A) to Rs 12,000 (MGT-7 with MGT-8). Bundled in full annual compliance: Rs 35,000 (covers AOC-4 + MGT-7 + ADT-1 + DIR-3 KYC + DPT-3 + MSME-1 + ITR-6 + audit). |
| Penalty (Post-2020) | Additional fee: Rs 100 per day per form, no cap on daily fee. Section 92(5) post-Companies (Amendment) Act 2020 substituted penalty: Rs 10,000 initial + Rs 100/day continuing, capped at Rs 2,00,000 for the company and Rs 50,000 for each officer in default. Section 92(6) post-2020 CS penalty: flat Rs 2,00,000 for false MGT-8 certification. |
| Forms / Portal | MGT-7 (regular) | MGT-7A (small companies + OPCs) | MGT-8 (CS-in-practice certification - listed / Rs 10 cr+ / Rs 50 cr+) | MCA V3 portal (mca.gov.in) |
| Filing Sequence | AOC-4 must be filed FIRST - MGT-7 / MGT-7A references the AOC-4 SRN. MGT-7 in reverse sequence triggers portal rejection. |
| CCFS-2026 Amnesty Coverage | AVAILABLE for MGT-7 / MGT-7A backlog (Companies Act 2013 entities). General Circular 01/2026 dated 24 February 2026; window 15 April to 15 July 2026; 90% additional-fee waiver. (LLP Form 11 EXCLUDED.) |
What Is Form MGT-7?
Form MGT-7 is the MCA e-form used to file a company's annual return with the Registrar of Companies under Section 92 of the Companies Act, 2013 read with Rule 11 of Companies (Management and Administration) Rules, 2014. It captures the company's structural and governance position as on 31 March of the financial year - shareholding pattern, directors, key managerial personnel, charges, meetings, and remuneration.
Form MGT-7A is the abridged version for small companies (under Section 2(85) of Companies Act 2013) and One Person Companies (OPCs). Introduced for FY 2020-21 onwards via Rule 11(1) amendment. Reduced disclosure on shareholding pattern and indebtedness. Director-only signing - no practising professional certification required.
⚠ AOC-4 must be filed BEFORE MGT-7 / MGT-7A. The MCA V3 portal enforces strict sequencing because the annual return references the AOC-4 SRN. Filing MGT-7 first triggers portal rejection. The two forms have different deadlines: AOC-4 within 30 days of AGM (end October typically); MGT-7 within 60 days of AGM (end November typically).
Key Terms for MGT-7 Filing Services:
Form MGT-7 - Annual Return: Filed under Section 92 of Companies Act 2013 read with Rule 11 of Companies (Management and Administration) Rules 2014. Captures shareholding, directors, KMP, meetings, charges, remuneration, governance disclosures. Due within 60 days of AGM.
Form MGT-7A - Abridged Annual Return: For small companies under Section 2(85) and OPCs only. Reduced disclosure. Director self-certified with active DIN - no CS or practising professional signature required.
Section 92(5) Post-Companies (Amendment) Act 2020: The substituted penalty provision (effective 21 December 2020 via Notification S.O. 4646(E)) provides: company and every officer in default liable to penalty Rs 10,000 + Rs 100/day continuing failure, capped at Rs 2,00,000 for the company and Rs 50,000 for each officer in default. Replaced the pre-2020 fine structure of Rs 50,000-Rs 5 lakh. Decriminalized framework parallel to Section 137(3) for AOC-4.
Section 92(6) Post-2020 CS Penalty: Substituted by Companies (Amendment) Act 2020 - flat Rs 2,00,000 penalty on Company Secretary in practice for false MGT-8 certification. Replaced pre-2020 fine of Rs 50,000-Rs 5 lakh.
Form MGT-8: CS-in-practice certification mandatory for: (a) listed companies, (b) companies with paid-up capital Rs 10 crore or more, (c) companies with turnover Rs 50 crore or more. Required under Section 92(2) read with Rule 11(2). UDIN tagging mandatory.
Section 2(85) Small Company: Paid-up share capital up to Rs 10 crore AND turnover up to Rs 100 crore (post G.S.R. 880(E) dated 1 December 2025). Both thresholds. Cannot be a public company, holding company, subsidiary, Section 8 company, or company governed by special Act. Files MGT-7A.
G.S.R. 880(E) dated 1 December 2025: Latest Small Company threshold revision. Increased turnover cap from Rs 40 crore to Rs 100 crore. Effective immediately. Re-tested every FY against prior FY data.
AOC-4 SRN Sequencing: MCA V3 portal enforces that AOC-4 (financial statements under Section 137) must be filed before MGT-7. The MGT-7 form references the AOC-4 SRN. Reverse sequencing causes rejection.
Section 164(2) Director Disqualification: 3 consecutive years of non-filing of annual returns or financial statements triggers 5-year disqualification + DIN deactivation for ALL directors of the defaulting company.
CCFS-2026: Companies Compliance Facilitation Scheme 2026 - General Circular 01/2026 dated 24 February 2026. Window 15 April to 15 July 2026. 90% additional-fee waiver on Pvt Ltd / Public Ltd / OPC / Section 8 backlog. Note: LLP Form 11 backlog NOT covered by CCFS-2026.
UDIN (Unique Document Identification Number): Mandatory tagging on MGT-8 certification by CS-in-practice per ICSI directive. Verifies authenticity of professional certification.
MGT-7 vs MGT-7A: Which Form Applies to You?
The single most important MGT-7 question is which variant to file. Filing the wrong form triggers MCA rejection and re-filing with late fees accrued. Variant choice is determined by Section 2(85) Small Company classification (re-tested every FY).
MGT-7 vs MGT-7A Comparison Matrix
| Parameter | MGT-7 (Regular) | MGT-7A (Abridged) |
|---|---|---|
| Applicability | All private and public companies NOT classified as small companies or OPCs | Small companies under Section 2(85) AND One Person Companies (OPCs) |
| Introduced from | FY 2014-15 (Companies Act 2013 onset) | FY 2020-21 (per Rule 11(1) amendment) |
| Disclosure level | Full - detailed shareholding, KMP, indebtedness, related-party data | Abridged - reduced disclosure on shareholding pattern and indebtedness |
| Signing by company | Director + Company Secretary (or CS in practice if no CS appointed) | Director with DIN (no CS signature required) |
| Practising professional certification | Required - CA / CS / CMA in practice signs the form | NOT required - director self-certifies |
| MGT-8 certification trigger | Required if listed OR paid-up Rs 10 crore+ OR turnover Rs 50 crore+ (Section 92(2) + Rule 11(2)) | Not applicable (exempt under Rule 11(2)) |
| Auditor rotation impact | Standard 5-year auditor rotation under Section 139(2) | Small companies exempt from auditor rotation |
| Patron fee (standalone) | Rs 8,000 (without MGT-8) to Rs 12,000 (with MGT-8) | Rs 6,000 |
Who Must File MGT-7 or MGT-7A?
Every company registered under the Companies Act, 2013 must file an annual return every financial year, regardless of:
- Turnover - zero-turnover companies still file
- Profit or loss - loss-making companies file the same form
- Business activity - dormant companies file nil annual returns
- Number of shareholders or directors
- Date of incorporation - first-year companies file by the next AGM cycle
Section 2(85) Small Company Test (Post G.S.R. 880(E) dated 1 December 2025)
A small company is one where BOTH conditions are met:
- Paid-up share capital does not exceed Rs 10 crore
- Turnover during the immediately preceding FY does not exceed Rs 100 crore (raised from Rs 40 crore via G.S.R. 880(E))
Excluded from Small Company status (must file MGT-7 regardless of size):
- Public companies
- Holding companies (even if size-wise small)
- Subsidiary companies (even if size-wise small)
- Section 8 (non-profit) companies
- Companies governed by any special Act
⚠ Annual recalculation required. Small company status is NOT permanent. The Section 2(85) test must be re-run every FY against the immediately preceding FY's paid-up capital and turnover. A company that was a small company last year may not qualify this year (or vice versa). Patron runs this check on intake every year - the variant is never carried forward without verification.
What Patron Delivers in MGT-7 / MGT-7A Filing
| Service | What We Do |
|---|---|
| 1. Variant Selection and AOC-4 Sequence Check | On intake we run the Section 2(85) small company classification check against G.S.R. 880(E) thresholds to lock the correct variant (MGT-7 vs MGT-7A). We also verify the AOC-4 SRN exists for the current FY - MGT-7 / MGT-7A cannot be filed before AOC-4 because the annual return references the AOC-4 SRN. |
| 2. Shareholder and KMP Data Reconciliation | List of shareholders, debenture holders, and KMP compiled in the prescribed MCA Excel template. Changes during the year reconciled against MGT-14 (board resolutions), DIR-12 (director changes), PAS-3 (allotments), SH-4 (share transfers). Discrepancies cleared before form drafting to avoid portal rejection. |
| 3. Meeting and Attendance Register Preparation | Details of board meetings, committee meetings (Audit, NRC, Stakeholders Relationship, CSR where applicable), and general meetings drafted with dates and attendance for each director. For companies under Section 178, committee composition validated. AGM date and EGM dates captured precisely. |
| 4. MGT-8 Certification (Where Applicable) | For listed companies and companies with paid-up share capital of Rs 10 crore+ OR turnover of Rs 50 crore+, MGT-8 certification by Company Secretary in practice arranged under Section 92(2) + Rule 11(2). UDIN generated and linked to MGT-7. Post-2020 Section 92(6) flat Rs 2,00,000 penalty on CS for false certification - drafting reviewed by partner CS. |
| 5. Form Drafting, DSC Application, and MCA V3 Submission | Form MGT-7 or MGT-7A drafted with all required disclosures (8 mandatory information categories under Section 92(1)). For MGT-7: signed by Director plus CS (or CS in practice). For MGT-7A: signed by Director with DIN only. Practising professional certification (CA / CS / CMA) embedded for MGT-7 (not required for MGT-7A). Filed via MCA V3 portal with SRN captured. |
| 6. Bundle Upgrade to Full Annual Compliance | Where MGT-7 / MGT-7A is the entry, we map the rest of the annual cycle (AOC-4, ADT-1, DIR-3 KYC, DPT-3, MSME-1, ITR-6) and quote the full Rs 35,000 annual bundle which is materially cheaper than buying each form separately (Rs 30k-Rs 45k piecemeal). |
MGT-7 / MGT-7A Filing Process: 7-Step Protocol
Patron runs every MGT-7 engagement through a tight 7-day protocol. Variant lock on Day 1, data collection and reconciliation through Day 4, MGT-8 arrangement parallel to drafting through Day 6, MCA V3 portal upload by Day 7. The narrow window matters because the Section 92(5) post-2020 penalty clock starts ticking on Day 61 after AGM.
Variant Lock + AOC-4 Sequence Check (Day 1)
Section 2(85) small company test re-run against G.S.R. 880(E) thresholds (Rs 10 cr paid-up AND Rs 100 cr turnover - both required, neither breached). Public company / holding company / subsidiary / Section 8 exclusion check. Variant locked - MGT-7 vs MGT-7A. AOC-4 SRN verified for current FY - mandatory pre-requisite for MGT-7 filing.
Data Collection (Day 1-3)
Shareholder list with shareholding pattern as on 31 March (MCA Excel template). Debenture holder list. Director and KMP register with DIN of every director. Board meeting + committee meeting + general meeting register with dates and attendance. Charges register (CHG-1 / CHG-4 SRN). Related-party register (AOC-2). Remuneration details for directors and KMP. Photograph of registered office with name signage.
Year-End Reconciliation (Day 3-4)
Cross-check working file against MGT-14 (board / special resolutions), DIR-12 (director changes), PAS-3 (allotments), SH-4 (share transfers), CHG-1 / CHG-4 (charge filings). Resolve any data drift between statutory registers and the MGT-7 working file. Section 188 related-party contracts cross-referenced to AOC-2 from AOC-4 working papers.
MGT-8 Applicability + Arrangement (Day 4-5, If Applicable)
For listed companies and entities at paid-up capital Rs 10 crore+ OR turnover Rs 50 crore+ (Section 92(2) + Rule 11(2)), MGT-8 certification arranged from CS in practice. UDIN generated per ICSI directive. Certification reviewed by partner CS to mitigate Section 92(6) post-2020 flat Rs 2,00,000 penalty risk on the certifying CS for false certification.
Form Drafting (Day 5-6)
MGT-7 or MGT-7A drafted with CIN, financial year, AGM date, and all required disclosures across the 8 mandatory information categories under Section 92(1) (registered office; principal activity; particulars of holding/subsidiary/associate; shareholders; promoters/directors/KMP; meetings; remuneration; penalties/compounding). Cross-check against signed AOC-4 working papers and AOC-2 RPT register.
DSC + Certification (Day 6)
For MGT-7: Director with active DIN AND CS (or CS in practice) sign. Practising professional (CA / CS / CMA) certification embedded with membership number and FRN - this is a SEPARATE certification from MGT-8. For MGT-7A: Director with active DIN signs - no CS and no practising professional certification required. UDIN tagged for MGT-8 component.
MCA V3 Portal Upload + SRN Capture (Day 6-7)
Form uploaded via Patron's MCA V3 portal access. Government filing fee paid by nominal capital slab (Rs 200 for less than Rs 1 lakh; Rs 600 for Rs 1 crore+). SRN captured. Acknowledgement PDF downloaded and circulated to directors. Filing pack archived for 8-year retention period. Compliance calendar updated for next FY.
Document Checklist for MGT-7 / MGT-7A Filing
The MGT-7 attachment pack is detailed. Missing items trigger MCA portal rejection and penalty clock continuation. Patron uses a validated working file template per the MCA prescribed Excel format.
Core Documents
- Shareholder list with shareholding pattern as on 31 March (Excel template per MCA instruction kit - strict column ordering)
- Debenture holder list as on 31 March (Excel template)
- Director and KMP register with changes during the year and DIN of every director
- Board meeting register with dates and attendance for each director
- Committee meeting register (Audit, NRC, Stakeholders Relationship, CSR where applicable)
- General meeting register with AGM date, EGM dates, and member attendance
- Register of charges with CHG-1 / CHG-4 SRN cross-references
- Register of related-party contracts under Section 188 with AOC-2 cross-reference
- Remuneration details for directors and KMP
- Approval letter for AGM extension (if applicable) under Section 96(1) proviso
- MGT-8 certificate (if applicable) - for listed / Rs 10 crore capital / Rs 50 crore turnover companies
- Photograph of registered office (outside view with prominent name signage)
Authentication Requirements
- Active DIN, DSC, and PAN of the Director signing the form
- Active DSC and membership number of CS / CS-in-practice (for MGT-7) and of certifying professional (CA / CS / CMA)
- UDIN of CS-in-practice for MGT-8 (where applicable)
- AOC-4 SRN from current year filing (referenced in MGT-7 / MGT-7A)
- Current-year DIR-3 KYC status for all directors (DIN deactivation blocks Form 11 / MGT-7 signing)
Note: MGT-7A requires the same data set but with reduced disclosure on shareholding pattern and indebtedness. The MCA Excel template differs slightly for MGT-7A.
Common MGT-7 Pitfalls - and How Patron Solves Them
| Challenge | Impact | How Patron Accounting Solves It |
|---|---|---|
| 1. Filing MGT-7 before AOC-4 - portal rejection | The MCA V3 portal enforces strict sequencing: AOC-4 must be filed BEFORE MGT-7 / MGT-7A because the annual return references the AOC-4 SRN. Filing in reverse triggers rejection. The penalty clock continues running while you re-file in the correct sequence. | Patron always sequences AOC-4 first within its 30-day window (end October), captures the SRN, then drafts MGT-7 / MGT-7A within its 60-day window (end November). The 30-day gap between deadlines is built into the protocol. |
| 2. Wrong variant (MGT-7 vs MGT-7A) filed | Founders often assume small company classification is permanent. It is recalculated each FY against the prior FY paid-up capital and turnover under Section 2(85) + G.S.R. 880(E). A company that was a small company last year may not qualify this year (or vice versa). | Patron runs the Section 2(85) check on intake every year. The variant is never carried forward without verification. Post G.S.R. 880(E) thresholds (Rs 10 cr paid-up + Rs 100 cr turnover) applied for FY 2025-26 onwards. |
| 3. Missing MGT-8 certification at Rs 10 cr / Rs 50 cr threshold | Companies crossing the MGT-8 threshold (listed OR Rs 10 crore paid-up capital OR Rs 50 crore turnover) must arrange CS-in-practice certification under Section 92(2) + Rule 11(2). Many platforms file MGT-7 without MGT-8 and discover the rejection weeks later, with Section 92(5) penalty accrued. | Patron tests the MGT-8 threshold on intake and arranges UDIN-tagged certification in parallel with form drafting. Day 4-5 in the 7-step protocol. CS partner-reviewed to mitigate Section 92(6) post-2020 flat Rs 2,00,000 penalty risk on the certifying CS. |
| 4. Shareholder Excel template data drift | The MCA prescribed Excel template for shareholder lists has strict column ordering and formatting. Manual data entry from internal registers regularly produces drift - blank PAN columns, incorrect folio sequencing, mismatched share counts. | Patron uses a validated working file with PAS-3 (allotment) and SH-4 (transfer) reconciliation to lock the shareholder list before template population. Pre-upload validation catches column-ordering issues. |
| 5. Stale pre-2020 penalty figures cited by competitors | Many online articles and competitor platforms still cite pre-2020 Section 92(5) penalty "Rs 50,000 to Rs 5 lakh on company and officer". This is the SUPERSEDED text. Buyers walk in with wrong risk calibration. | Patron applies the current post-Companies (Amendment) Act 2020 framework: Rs 10,000 initial + Rs 100/day continuing, capped at Rs 2,00,000 for company / Rs 50,000 for officer in default. Substituted via S.O. 4646(E) dated 21 December 2020. |
MGT-7 / MGT-7A Filing Pricing: Standalone vs Bundle
| Fee Component | Amount |
|---|---|
| Path 1: Standalone MGT-7 / MGT-7A Filing | |
| MGT-7A (Small Company / OPC) - Abridged annual return for small companies under Section 2(85) and OPCs. Director self-certified with DIN. No CS and no practising professional certification required. Reduced disclosure on shareholding pattern and indebtedness. | Rs 6,000 (Exl GST and Govt fees) |
| MGT-7 Regular (No MGT-8) - MGT-7 full annual return for regular private and public companies BELOW the MGT-8 threshold. Includes CS / CA / CMA practising professional certification. For companies with paid-up < Rs 10 crore AND turnover < Rs 50 crore (non-listed). | Rs 8,000 (Exl GST and Govt fees) |
| MGT-7 with MGT-8 - MGT-7 plus MGT-8 certification by CS in practice for listed companies and entities at paid-up Rs 10 crore+ OR turnover Rs 50 crore+. UDIN tagged. Section 92(2) + Rule 11(2) compliant. | Rs 12,000 (Exl GST, Govt fees, MGT-8 CS fee at actuals) |
| Path 2: Pvt Ltd Annual Compliance Bundle (Recommended) | |
| Full Pvt Ltd Annual Compliance - MGT-7 / MGT-7A + AOC-4 + ADT-1 + DIR-3 KYC + DPT-3 + MSME-1 + statutory audit (where applicable) + ITR-6 + statutory registers + board minutes. Dedicated CS contact, partner-CA review, automated calendar. Saves Rs 5,000 to Rs 15,000 vs piecemeal purchase. | Rs 35,000 per year (Essential) |
| Comprehensive Bundle - Everything in Essential plus quarterly TDS coordination, GST review, CSR-2 (where applicable), and event-based filings (MGT-14, DIR-12, PAS-3, SH-7, CHG-1 / CHG-4 as needed). | Rs 50,000 per year (Comprehensive) |
| Government Filing Fees by Nominal Capital Slab | |
| Less than Rs 1 lakh | Rs 200 per document |
| Rs 1 lakh to Rs 4,99,999 | Rs 300 per document |
| Rs 5 lakh to Rs 24,99,999 | Rs 400 per document |
| Rs 25 lakh to Rs 99,99,999 | Rs 500 per document |
| Rs 1 crore or more | Rs 600 per document |
| Company without share capital (Section 8) | Rs 200 per document |
| Late-Filing Penalty Exposure (Post-Companies (Amendment) Act 2020) | |
| Additional fee under Section 403 (effective 1 July 2018) | Rs 100/day per form, NO cap on daily fee |
| Section 92(5) Post-2020 Substituted Penalty (via S.O. 4646(E) dated 21 December 2020) | Company: Rs 10,000 + Rs 100/day, capped at Rs 2,00,000 | Each Officer: Rs 10,000 + Rs 100/day, capped at Rs 50,000 |
| Section 92(6) Post-2020 CS Penalty for False MGT-8 Certification | Flat Rs 2,00,000 on the CS-in-practice (substituted from pre-2020 Rs 50k-Rs 5 lakh fine) |
| Section 164(2) Director Disqualification | 5-year disqualification + DIN deactivation after 3 consecutive years of non-filing |
| Section 248 Strike-off Risk | ROC may initiate strike-off where annual filings pending for 2+ years |
| CCFS-2026 Amnesty (15 April-15 July 2026) | 90% additional-fee waiver for Pvt Ltd MGT-7 / MGT-7A backlog (LLP Form 11 NOT covered) |
All fees and charges listed are indicative only and do not constitute a binding offer. Final amounts may vary depending on the volume of work and the complexity involved.
Professional service charges for drafting, filing, and representation are separate from the statutory fees. The exact fee depends on the complexity of the case, disputed amount, and number of hearings required. Contact us for a detailed quote.
Get a free MGT-7 Filing Services consultation - Call +91 945 945 6700 or WhatsApp us. No-obligation assessment.
MGT-7 / MGT-7A Filing Timeline (FY 2025-26)
| Stage | Estimated Timeline |
|---|---|
| Financial year ends | 31 March 2026 (Section 2(41), Companies Act 2013) |
| Statutory audit completion (recommended) | By August 2026 (Section 143) |
| Board meeting to approve audited financials | Before AGM (Section 134) |
| Annual General Meeting deadline | By 30 September 2026 (Section 96) |
| AOC-4 filing deadline (must be filed FIRST) | Within 30 days of AGM (by end October 2026) | Section 137 + Rule 12 |
| MGT-7 / MGT-7A filing deadline - regular companies | Within 60 days of AGM (by 29 November 2026) | Section 92 + Rule 11 |
| MGT-7A filing deadline - OPC | 60 days from completion of 180 days from FY end (by 28 November 2026) | Rule 11(1) |
| MGT-8 certification (if applicable) | Concurrent with MGT-7 drafting (Section 92(2) + Rule 11(2)) |
| Patron turnaround (data finalised to filing) | 5 to 7 working days (Internal SLA) |
| CCFS-2026 amnesty window (Pvt Ltd MGT-7 backlog) | 15 April to 15 July 2026 | General Circular 01/2026 dated 24 February 2026 |
⚠ Post-Companies (Amendment) Act 2020 penalty framework applies. Section 92(5) substituted by Section 20 of Companies (Amendment) Act 2020 (effective 21 December 2020 via S.O. 4646(E)). The previous "Rs 50,000-Rs 5 lakh fine on company and officer" structure is SUPERSEDED. Current framework: Rs 10,000 initial + Rs 100/day continuing, capped at Rs 2,00,000 for the company and Rs 50,000 for each officer in default. This is decriminalized framework parallel to Section 137(3) (AOC-4) and Section 117(2) (MGT-14).
All Patron fees listed are indicative and do not constitute a binding offer. Final amounts depend on path chosen (standalone Rs 6k-12k vs bundle Rs 35k), MGT-8 applicability under Section 92(2), MGT-7 vs MGT-7A variant per Section 2(85) test, and any pending event filings (DIR-12, MGT-14, PAS-3, SH-4) needing reconciliation. Government fees, MGT-8 CS fee, and DSC charges billed separately at actuals.
Why Use a CA + CS Firm for MGT-7 Filing
Variant Lock Discipline (Re-Tested Every FY)
Filing MGT-7 when MGT-7A applies (or vice versa) triggers MCA portal rejection. The Section 2(85) Small Company test must be re-run every FY against the prior FY paid-up capital and turnover. Patron applies the post G.S.R. 880(E) (1 December 2025) Rs 10 cr / Rs 100 cr thresholds and never carries forward last year's classification without verification.
AOC-4 Before MGT-7 Sequencing
The MCA V3 portal enforces order: AOC-4 must be filed BEFORE MGT-7 because the annual return references the AOC-4 SRN. Filing MGT-7 first causes rejection. Patron's protocol sequences AOC-4 by end October (30-day window) and MGT-7 by 29 November (60-day window). The 30-day gap is built in.
MGT-8 Threshold Discipline
Companies crossing paid-up Rs 10 crore OR turnover Rs 50 crore (or listed) must arrange CS-in-practice MGT-8 certification under Section 92(2) + Rule 11(2). Patron tests on intake and arranges UDIN-tagged certification in parallel with form drafting. Post-2020 Section 92(6) flat Rs 2,00,000 penalty on the certifying CS for false certification - partner-CS reviewed.
Section 92(5) Post-2020 Personal Liability
Many online articles still cite stale pre-2020 figures ("Rs 50,000 to Rs 5 lakh on company and officer"). Post-Companies (Amendment) Act 2020 framework (substituted via S.O. 4646(E) dated 21 December 2020): Company cap Rs 2,00,000 / Officer cap Rs 50,000 at Rs 100/day. Patron applies the current framework for accurate risk calibration.
Section 164(2) Disqualification Awareness
Three consecutive years of non-filing of MGT-7 or AOC-4 triggers Section 164(2) 5-year disqualification of all directors + DIN deactivation. Compounds across multiple companies - disqualified directors lose Board seats across their portfolio. Patron's annual calendar prevents the slide into Section 164(2) exposure.
Continuity Across Annual Filings
MGT-7 is one of seven annual filings. A single firm holding MGT-7 + AOC-4 + ADT-1 + DIR-3 KYC + DPT-3 + MSME-1 + ITR-6 work catches anomalies and shareholder/director data drift that year-by-year freelance work cannot. Critical for investor diligence, lender review, MCA inspections, and any future Section 248 strike-off defence.
Trusted by Founders Across India
10,000+ Businesses | 4.9 Google Rating | 50,000+ Documents Filed | 15+ Years Experience
MGT-7 / MGT-7A Outcome Proof - FY 2024-25 Internal Metrics
- Patron filed 1,200+ MGT-7 / MGT-7A returns across small companies, regular Pvt Ltd / Public Ltd, and OPCs in FY 2024-25
- 100 percent on-time rate within the 60-day-from-AGM window
- Sub-1 percent MCA query rate on filed forms (FY 2024-25)
- Zero MGT-8 certification mismatches on listed / Rs 10 cr+ / Rs 50 cr+ engagements
- Average director time per filing cycle: 2-3 hours total for MGT-7; 1 hour for MGT-7A
Pan-India Reach
With offices in Pune, Mumbai, Delhi, and Gurugram, Patron Accounting serves MGT-7 and MGT-7A filing engagements across India - both in-person and remotely. Trusted by Hyundai, Asian Paints, Bridgestone, and 500+ growing companies including manufacturing, IT/SaaS, consulting, real estate, family holding companies, and startup Pvt Ltd entities. Specialized practice for OPCs and Section 2(85) small companies (MGT-7A) and for MGT-8-threshold companies (paid-up Rs 10 crore+).
MGT-7 vs AOC-4: How the Two Annual Filings Differ
| Parameter | MGT-7 / MGT-7A | AOC-4 |
|---|---|---|
| Purpose | Annual return - structural and governance filing | Financial statements filing |
| Governing Section | Section 92 of Companies Act 2013 | Section 137 of Companies Act 2013 |
| Governing Rule | Rule 11, Companies (Management and Administration) Rules 2014 | Rule 12, Companies (Accounts) Rules 2014 |
| What it contains | Shareholding pattern, director details, KMP, charges, meetings, governance disclosures | Balance sheet, P&L, auditor report, board report, AOC-1, AOC-2, CFS where applicable |
| Due date | 60 days from AGM (typically end November) | 30 days from AGM (typically end October) |
| Filing sequence | Filed SECOND - references AOC-4 SRN | Filed FIRST - provides SRN for MGT-7 |
| Who signs (company) | Director + CS (or CS in practice). MGT-7A: Director with DIN only. | Director / CEO / CFO / Manager |
| Practising professional certification | Required for MGT-7. NOT required for MGT-7A. | Required - CA / CS / CMA in practice. Exempt for small companies and OPCs. |
| Additional certification at threshold | MGT-8 by CS in practice if listed, Rs 10 cr+ capital, or Rs 50 cr+ turnover | CSR-2 addendum if Section 135 applies |
| Daily late fee | Rs 100 per day per form, no cap on daily fee | Rs 100 per day per form, no cap on daily fee |
| Substituted post-2020 penalty (decriminalized) | Section 92(5) post-2020: Company cap Rs 2L / Officer cap Rs 50k at Rs 100/day | Section 137(3) post-2020: Company cap Rs 2L / Officer cap Rs 50k at Rs 100/day |
| Patron standalone fee | Rs 6,000 (MGT-7A) to Rs 12,000 (MGT-7 with MGT-8) | Rs 8,000 (Standard) to Rs 15,000 (CFS) |
Related Patron Services
MGT-7 is one of seven annual filings. If you are filing MGT-7, you almost certainly need AOC-4 (filed first), ADT-1, DIR-3 KYC, DPT-3, MSME-1, and ITR-6 too.
- AOC-4 Filing Services - filed FIRST in the annual cycle, provides SRN referenced in MGT-7. Section 137 of Companies Act 2013.
- Pvt Ltd Annual Compliance Bundle (Rs 35,000) - the full bundle covering MGT-7 / MGT-7A, AOC-4, ADT-1, DIR-3 KYC, DPT-3, MSME-1, audit, and ITR-6 at fixed fee. Recommended path if buying multiple filings.
- Small Company Annual Compliance - specialised package for Section 2(85) small companies (files MGT-7A).
- Pvt Ltd Compliance (Broader Hub) - including event-based filings (MGT-14, DIR-12, PAS-3, SH-7, CHG-1 / CHG-4).
- ADT-1 Filing - mandatory auditor appointment notification per Companies (Audit and Auditors) Amendment Rules 2025 (G.S.R. 359(E)).
- DIR-3 KYC for Directors - triennial filing per G.S.R. 943(E) regime.
- ROC Notice Response - handling MCA notices, resubmission of rejected MGT-7, response to Section 92(5) adjudication.
Legal Framework: Acts, Sections, Rules, and Notifications
Governing Legislation
- Companies Act, 2013 - master statute. Section 92 (annual return obligation), Section 92(2) (MGT-8 certification at threshold), Section 92(5) post-Companies (Amendment) Act 2020 (substituted penalty), Section 92(6) post-2020 (substituted CS penalty), Section 96 (AGM requirement), Section 137 (financial statements - AOC-4), Section 139(2) (auditor rotation), Section 164(2) (director disqualification), Section 248 (strike-off).
- Companies (Amendment) Act, 2020 - Notification S.O. 4646(E) dated 21 December 2020. Section 20 substituted Section 92(5) and Section 92(6) penalty structures. Decriminalized framework parallel to Section 137(3) for AOC-4 and Section 117(2) for MGT-14.
- Companies (Management and Administration) Rules, 2014 - Rule 11 governs MGT-7 / MGT-7A procedure and timeline; Rule 11(1) defines MGT-7A applicability for small companies and OPCs (inserted by 2021 Amendment for FY 2020-21 onwards); Rule 11(2) defines MGT-8 certification threshold.
- Companies (Accounts) Rules, 2014 - Rule 12 governs AOC-4 procedure (filed first - provides SRN for MGT-7).
- Companies (Registration Offices and Fees) Rules, 2014 - government filing fees and additional fee slabs. Rs 100/day late filing additional fee effective 1 July 2018.
- G.S.R. 880(E) dated 1 December 2025 - latest Small Company threshold revision under Section 2(85). Paid-up capital up to Rs 10 crore AND turnover up to Rs 100 crore. Governs MGT-7 vs MGT-7A variant selection.
- General Circular 01/2026 dated 24 February 2026 (CCFS-2026) - Companies Compliance Facilitation Scheme 2026. Window 15 April to 15 July 2026. 90% additional-fee waiver on Pvt Ltd MGT-7 / MGT-7A backlog. (LLP Form 11 NOT covered.)
Key Sections
- Section 92 - obligation to file annual return within 60 days of AGM
- Section 92(1) - 8 mandatory information categories: registered office, principal activity, holding/subsidiary/associate, shareholders, promoters/directors/KMP, meetings, remuneration, penalties
- Section 92(2) - MGT-8 certification by CS-in-practice mandatory for listed / Rs 10 crore+ paid-up / Rs 50 crore+ turnover
- Section 92(5) POST-2020 - substituted penalty: company Rs 10,000 + Rs 100/day capped at Rs 2,00,000; officer in default Rs 10,000 + Rs 100/day capped at Rs 50,000
- Section 92(6) POST-2020 - substituted CS penalty: flat Rs 2,00,000 for false MGT-8 certification
- Section 96 - AGM requirement within 6 months of FY end (9 months for first AGM)
- Section 137 - AOC-4 financial statements filing within 30 days of AGM (filed before MGT-7)
- Section 164(2) - director disqualification for 5 years on 3 consecutive years of non-filing of MGT-7 or AOC-4; DIN deactivation
- Section 248 - strike-off by Registrar where annual filings pending for 2 or more financial years
- Section 447 / 448 - liability for fraud or false statement in MGT-7 (imprisonment 6 months to 10 years for fraud)
Penalty Schedule (Post-Companies (Amendment) Act 2020)
- Additional fee for late filing (Section 403): Rs 100 per day per form, no upper cap on daily fee. Effective 1 July 2018.
- Section 92(5) Post-2020 Substituted Penalty: Company Rs 10,000 + Rs 100/day, capped at Rs 2,00,000. Each officer in default Rs 10,000 + Rs 100/day, capped at Rs 50,000. Substituted via Section 20 of Companies (Amendment) Act 2020 (S.O. 4646(E) dated 21.12.2020).
- Section 92(6) Post-2020 CS Penalty: Flat Rs 2,00,000 on Company Secretary in practice for false MGT-8 certification. Replaced pre-2020 fine Rs 50k-Rs 5 lakh + ICSI disciplinary action.
- Section 164(2) Director Disqualification: 5-year disqualification + DIN deactivation after 3 consecutive years of non-filing. Cross-portfolio impact - disqualified directors lose Board seats across all companies.
- Section 248 Strike-off: ROC may initiate strike-off where annual filings pending for 2 or more financial years.
- Section 447 / 448: Liability for fraud or false statement - imprisonment 6 months to 10 years for fraud.
- CCFS-2026: Available for Pvt Ltd / Public Ltd / OPC / Section 8 backlog. 90% additional-fee waiver. Window 15 April to 15 July 2026. Removes Rs 100/day exposure but adjudicated penalties under Section 92(5) (post-2020 caps) remain payable.
Government Filing Fee by Nominal Capital Slab
| Nominal Share Capital | Filing Fee Per Document |
|---|---|
| Less than Rs 1 lakh | Rs 200 |
| Rs 1 lakh to Rs 4,99,999 | Rs 300 |
| Rs 5 lakh to Rs 24,99,999 | Rs 400 |
| Rs 25 lakh to Rs 99,99,999 | Rs 500 |
| Rs 1 crore or more | Rs 600 |
| Company without share capital (Section 8) | Rs 200 |
Refer to the Ministry of Corporate Affairs (MCA) V3 portal for MGT-7 / MGT-7A filing, the MCA notifications page for S.O. 4646(E) dated 21 December 2020 (Companies Amendment Act 2020 commencement), G.S.R. 880(E) dated 1 December 2025 (Small Company threshold revision), and General Circular 01/2026 (CCFS-2026), and the Companies Act, 2013 on India Code for full statutory text of Section 92.
Frequently Asked Questions
Real buyer questions on the MGT-7 vs MGT-7A distinction, 60-day-from-AGM deadline, Section 2(85) Small Company test (post G.S.R. 880(E) Rs 10 cr + Rs 100 cr thresholds), MGT-8 certification threshold under Section 92(2) + Rule 11(2), AOC-4-before-MGT-7 sequencing, Section 92(5) post-Companies (Amendment) Act 2020 substituted penalty caps (Rs 2L company / Rs 50k officer), Section 164(2) disqualification risk, and Patron's standalone Rs 6k-12k vs Rs 35k bundle pricing.
Quick Answers
What is MGT-7? Annual return filing under Section 92 of the Companies Act, 2013, capturing shareholding, directors, KMP, meetings, charges, and governance disclosures.
MGT-7 vs MGT-7A - which applies? Small companies (Section 2(85) - paid-up Rs 10 cr + turnover Rs 100 cr per G.S.R. 880(E)) and OPCs file MGT-7A. All others file MGT-7. Re-tested every FY.
When is MGT-7 due? Within 60 days of AGM - typically 29 November for FY ending 31 March. OPC: 60 days from 180 days after FY end.
Filing sequence? AOC-4 first (within 30 days of AGM, end October) → MGT-7 second (within 60 days of AGM, end November). MCA V3 portal enforces this order.
Who signs MGT-7? MGT-7: Director + CS (or CS in practice) + practising professional certification (CA / CS / CMA). MGT-7A: Director with DIN only.
When is MGT-8 required? Listed companies OR Rs 10 crore+ paid-up capital OR Rs 50 crore+ turnover - certified by CS in practice with UDIN under Section 92(2) + Rule 11(2).
What does Patron charge? Standalone Rs 6,000 (MGT-7A) to Rs 12,000 (MGT-7 with MGT-8). Rs 35,000 in full annual compliance bundle (covers 7 forms + audit + ITR-6).
Penalty for late filing (post-2020)? Rs 100/day per form additional fee (no cap on daily fee) PLUS Section 92(5) substituted penalty: Company cap Rs 2,00,000 / Officer cap Rs 50,000 at Rs 100/day. Substituted via S.O. 4646(E) dated 21 December 2020.
Section 164(2) disqualification? 3 consecutive years of non-filing = 5-year director disqualification + DIN deactivation across all companies.
CCFS-2026 amnesty? AVAILABLE for Pvt Ltd MGT-7 / MGT-7A backlog. Window 15 April to 15 July 2026. 90% additional-fee waiver. (LLP Form 11 NOT covered.)
MGT-7 form kaise file kare? MGT-7 hai company ka annual return - Section 92 ke under. AGM ke 60 din ke andar file karna padta hai (typically 29 November tak FY 2025-26 ke liye). Chhoti company (Section 2(85)) aur OPC MGT-7A bharti hain - jo abridged version hai. MGT-7 ke liye CS in practice ki signature chahiye, MGT-7A ke liye sirf director ki DIN signature kafi hai. Late fee Rs 100 per day - bina daily cap, post-2020 Section 92(5) ke under company cap Rs 2 lakh, officer cap Rs 50,000. Patron Rs 6,000 (MGT-7A) se Rs 12,000 (MGT-7 with MGT-8) mein file karta hai.
MGT-7 ya MGT-7A - kaunsa form chahiye? MGT-7A sirf chhoti company (paid-up capital Rs 10 crore tak AUR turnover Rs 100 crore tak per G.S.R. 880(E)) aur OPC ke liye hai. Baki sab regular companies MGT-7 bhartin hain. Section 2(85) ka test har saal naya hota hai - pichhle saal chhoti company thi to is saal bhi chhoti rahegi yeh nahi maan sakte. Patron har saal classification check karta hai taki sahi variant file ho.
Deadline Urgency: 29 November 2026 for FY 2025-26
For the financial year ending 31 March 2026, MGT-7 / MGT-7A is due within 60 days of the AGM. With AGM deadline of 30 September 2026, MGT-7 / MGT-7A typically falls due by 29 November 2026. OPCs face a slightly different cycle - 60 days from 180 days after FY end (approximately 28 November 2026).
Missing the deadline triggers:
- Rs 100 per day additional fee under Section 403 with no cap on the daily clock
- Section 92(5) post-Companies (Amendment) Act 2020 substituted penalty: Rs 10,000 initial + Rs 100/day continuing, capped at Rs 2,00,000 for the company and Rs 50,000 for each officer in default
- Section 92(6) post-2020 CS penalty: flat Rs 2,00,000 on CS-in-practice for false MGT-8 certification
- Section 164(2) Director Disqualification: 5-year disqualification + DIN deactivation after 3 consecutive years of non-filing
Critical sequencing: File AOC-4 first (within 30 days of AGM, end October) - the AOC-4 SRN is referenced in MGT-7. Then MGT-7 within 60 days of AGM (end November). Reverse sequencing causes portal rejection.
CCFS-2026 amnesty window 15 April to 15 July 2026 - 90% additional-fee waiver available for past Pvt Ltd MGT-7 / MGT-7A backlog. This is the optimal time to clean up multi-year defaults before they trigger Section 164(2) disqualification.
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Conclusion: MGT-7 Is the Structural Twin of AOC-4
Form MGT-7 (or MGT-7A for small companies under Section 2(85) and OPCs) is the annual return filing under Section 92 of the Companies Act, 2013 - mandatory for every company every year, with a 60-day-from-AGM deadline. It is the structural twin of AOC-4 (financial statements under Section 137), and must be filed AFTER AOC-4 because the MGT-7 form references the AOC-4 SRN.
Post-Companies (Amendment) Act 2020 framework (substituted via Notification S.O. 4646(E) dated 21 December 2020), Section 92(5) penalty is now Rs 10,000 + Rs 100/day capped at Rs 2,00,000 for the company and Rs 50,000 for each officer in default (replacing the earlier Rs 50,000-Rs 5 lakh fine). Section 92(6) post-2020 CS penalty is a flat Rs 2,00,000 for false MGT-8 certification. Three consecutive years of non-filing triggers Section 164(2) director disqualification for 5 years plus DIN deactivation - cross-portfolio impact.
MGT-8 certification by CS-in-practice is required under Section 92(2) + Rule 11(2) for listed companies, paid-up capital Rs 10 crore+, OR turnover Rs 50 crore+. Section 2(85) small company test (post G.S.R. 880(E) dated 1 December 2025: paid-up Rs 10 crore + turnover Rs 100 crore) is re-tested every FY for MGT-7 vs MGT-7A variant selection. CCFS-2026 amnesty (General Circular 01/2026 dated 24 February 2026, window 15 April-15 July 2026) provides 90% additional-fee waiver on Pvt Ltd backlog (LLP Form 11 NOT covered). Patron files MGT-7 / MGT-7A standalone from Rs 6,000 (MGT-7A) to Rs 12,000 (MGT-7 with MGT-8), or bundles into the full Pvt Ltd Annual Compliance package at Rs 35,000 covering 7 MCA forms plus audit and ITR-6. 1,200+ MGT-7 / MGT-7A returns filed FY 2024-25 with 100 percent on-time rate and sub-1 percent MCA query rate.
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MGT-7 / MGT-7A Filing Services Across India
Patron Accounting offices in Pune, Mumbai, Delhi, and Gurugram. MGT-7 and MGT-7A annual return filing delivered pan-India for Pvt Ltd, Public Ltd, OPC, Section 8 companies, family holding companies, manufacturing / IT-SaaS / consulting / real estate Pvt Ltd entities, and listed companies requiring MGT-8 certification.
Content Created: 12 May 2026 | Last Updated: | Next Review: 12 November 2026 | Reviewed By: CA & CS Team, Patron Accounting LLP
Content reviewed semi-annually. Next scheduled review: 12 November 2026 (after FY 2025-26 MGT-7 filing cycle peaks October-November). Review triggers include MCA amendment to Section 92 / Section 92(5) / Section 92(6) beyond the Companies (Amendment) Act 2020 (S.O. 4646(E) dated 21 December 2020), Companies (Management and Administration) Rules 2014 Rule 11 / 11(1) / 11(2) revisions, Section 2(85) Small Company threshold revisions beyond G.S.R. 880(E) dated 1 December 2025 (Rs 10 cr paid-up / Rs 100 cr turnover), MGT-8 certification threshold revisions, CCFS-2026 window extensions or successor amnesty schemes beyond General Circular 01/2026 dated 24 February 2026 (15 April-15 July 2026 window), Government filing fee revisions, and any amendment to Section 164(2) director disqualification framework.
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