MGT-7 and MGT-7A Annual Return: Small Company and OPC Checklist
Reviewed by CA Nikhil Gupta · Last reviewed 19 June 2026
The annual return is a snapshot of company governance and ownership as at financial year-end. It should match registers, share capital, director records and filings — not just the latest cap table spreadsheet.
For broader context, see the Companies Act, MCA and Startup Compliance Hub.
Section 92 base
Section 92 states that every company shall prepare an annual return in the prescribed form containing particulars as they stood on the close of the financial year.
For the connected rule, example or next step, see One Person Company Annual Compliance: OPC-Specific MCA Checklist.
Annual return data pack
| Data area | Control |
|---|---|
| Registered office and principal activities | Match master data and business records. |
| Shares, debentures and other securities | Reconcile with registers and PAS-3 filings. |
| Members and debenture holders | Match register of members and transfers. |
| Promoters, directors and KMP | Check DIN status, appointments and cessations. |
| Indebtedness and penalties/compounding | Validate with finance and secretarial records. |
For the connected rule, example or next step, see LLP Form 11 Annual Return: Partner and Contribution Data Checklist.
Small company / OPC angle
- Confirm eligibility before choosing annual return form route.
- Check paid-up capital/turnover thresholds from current law and master data.
- Do not rely on last year's status automatically.
- Reconcile with AOC-4 financial statement data.
- Keep board/shareholder approvals and registers ready.
Finin2min warning
Official sources used
This article is intentionally source-limited to official MCA / India Code material. Verify final filing positions with the latest Act, Rules, MCA forms and portal advisories before publishing.
- India Code: Companies Act, 2013 — Section 92 Annual Return
- India Code: Companies Act, 2013 — Section 39 Allotment of Securities
- India Code: Companies Act, 2013 official PDF
FAQs
It requires every company to prepare an annual return in the prescribed form containing financial year-end particulars.
Allotments affect share capital and membership data reported in the annual return.
No. Eligibility should be checked each year before using simplified routes.
Source and review trail
Use the current official instrument, portal or regulator publication before acting. This panel separates the category authority from page-specific references.
- Primary category
- Companies Act & MCA
- Official starting point
- www.mca.gov.in
Page source links
Primary sources & related provisions
Statutory provisions referenced in this guide:
MGT-7 or MGT-7A?
Annual-return workflow
- Freeze the financial year, AGM date or due date, registered-office data, principal business activities and shareholding records.
- Test OPC/small-company status and choose the prescribed form; do not choose from last year's filename.
- Reconcile members, transfers, directors, key managerial personnel, meetings, indebtedness and penalties to statutory registers and filed forms.
- Complete the section 92 certification and MGT-8 assessment where applicable, using the current rules and form instructions.
- File within sixty days from the AGM date, or the date on which the AGM should have been held, as section 92(4) requires, and retain the SRN and filed copy.
Return-to-register reconciliation
Create a field owner for each block rather than asking one preparer to infer the data. Company secretarial records should support members, transfers, directors, meetings and penalties; finance should support turnover, net worth, indebtedness and remuneration; legal and compliance owners should confirm compounding, adjudication and material events.
Before signing, compare the draft return with the prior year and with forms filed during the year. Investigate unexplained movements in members, capital, directors, principal business activity and indebtedness. Preserve the signed data pack and reviewer sign-off so the electronic form can be reproduced after filing.
Actual prescribed forms
Download MGT-7 statutory extractDownload MGT-7A statutory extract
The extracts reproduce the forms substituted by MCA G.S.R. 159(E). Page 36 contains the final attachment block of MGT-7 and the opening of MGT-7A, so it appears in both extracts to keep each form complete.
Example, primary law and Q&A
A private company met the small-company thresholds at the relevant testing point but became ineligible because of an exclusion. It should not use MGT-7A merely because turnover and capital appear low; the legal definition and exclusions decide the form.
Companies Act, 2013MCA G.S.R. 159(E) archived official PDFMCA Act and rules repository
Is the PDF itself filed? Use the current MCA electronic form and instruction kit; the statutory extract is a field and law reference. Does an AGM extension automatically change all dates? Recompute the section 92 filing clock from the legally relevant AGM date and retain the extension approval.
Finin2min summary: prove status, reconcile registers, choose the right form, certify where required and preserve the filed return.