Form MGT-7 vs Form MGT-7A: Annual Return Filing Checklist for Private & Small Companies

Under Section 92 of the Companies Act, 2013, every company incorporated in India must prepare and file its annual return with the Registrar of Companies (ROC) within 60 days from the date of holding its Annual General Meeting (AGM) (or, where no AGM is held, within 60 days from the date on which the AGM should have been held, together with the reasons for not holding it). To reduce the compliance burden on smaller entities, the Ministry of Corporate Affairs introduced Form MGT-7A — an abridged annual return applicable to Small Companies and One Person Companies (OPCs) — alongside the standard Form MGT-7 used by all other companies.

A significant change has taken effect since this distinction was first introduced: the definition of "Small Company" under Section 2(85) of the Companies Act, 2013 was revised by the MCA with effect from 1 December 2025, substantially widening the pool of companies eligible to file the simpler MGT-7A form. Companies preparing their annual return for FY 2025-26 need to apply the revised thresholds, not the older limits still quoted in much of the compliance literature in circulation.

1. Revised "Small Company" Thresholds (Effective 1 December 2025)

Under the Companies (Specification of Definitions Details) Amendment Rules, 2025 (Notification G.S.R. 880(E)), a "small company" — for the purposes of Section 2(85) — means a private company (i.e., not a public company) whose:

Both conditions must be satisfied simultaneously (paid-up capital AND turnover within limits) for a company to qualify as a small company. The following categories remain excluded from small-company status regardless of size: public companies, holding companies, subsidiary companies, companies registered under Section 8 (not-for-profit), and companies or their subsidiaries governed by any special Act.

Practical Note: Because the revised thresholds took effect on 1 December 2025 — before the close of FY 2025-26 (31 March 2026) — companies preparing their annual return for FY 2025-26 (to be filed following the AGM typically held by 30 September 2026) should apply the new ₹10 Crore / ₹100 Crore limits when determining MGT-7A eligibility, not the older ₹4 Crore / ₹40 Crore limits. A private company with, say, ₹6 Crore paid-up capital and ₹55 Crore turnover — which would have been disqualified from small-company status and required to file the full Form MGT-7 under the earlier rule — now qualifies for the abridged Form MGT-7A.

2. Difference Between Form MGT-7 and Form MGT-7A

3. Key Disclosures Required in the Annual Return

Regardless of which form applies, the annual return captures the corporate status of the company as of the close of the financial year, including:

• Principal business activities, identified by National Industrial Classification (NIC) codes;
• Particulars of holding, subsidiary, associate, and joint venture companies;
• Shareholding pattern — promoter versus non-promoter holdings, and (in the full MGT-7) categorised break-up including NRI, FII, and body-corporate holdings;
• Indebtedness of the company — secured and unsecured loans, debentures outstanding as at year-end;
• Details of Board Meetings, Committee Meetings, and attendance at the AGM;
• Remuneration paid to directors and Key Managerial Personnel (KMP);
• Particulars of penalties or punishment imposed on the company, its directors, or officers, and details of any compounding of offences or show-cause notices/prosecutions pending or disposed of during the year.

4. Mandatory Attachments & Filing Timeline

• List of Shareholders, Debenture Holders, and Share Transfers: A mandatory attachment (in the prescribed format) listing names, folio/DP details, and shares transferred during the year.
• Extract/Certification: MGT-7 filings above the PCS-certification threshold require Form MGT-8 (certificate by a Company Secretary in Practice) as an attachment.
• Due Date: Within 60 days of the AGM — typically 29 November where the AGM is held on the statutory last date of 30 September.
• Late Filing Fees: Additional fee of ₹100 per day of default, without any upper cap, under Section 403 read with the Companies (Registration Offices and Fees) Rules — this makes even a short delay disproportionately expensive compared to the base filing fee.

Practical Warning: The MGT-7A eligibility test is applied afresh each financial year based on that year's paid-up capital and the preceding year's turnover — a company is not "grandfathered" into small-company status merely because it qualified in an earlier year, nor permanently excluded merely because it exceeded the threshold once. Finance teams should re-verify eligibility before each annual filing rather than assuming the prior year's classification continues to apply, particularly for companies whose turnover fluctuates around the ₹100 Crore mark.

5. Practical Filing Checklist

1. Re-test small-company eligibility for the relevant financial year using the revised ₹10 Crore paid-up capital / ₹100 Crore turnover thresholds effective from 1 December 2025.
2. Confirm the company does not fall into an excluded category (public company, holding/subsidiary company, Section 8 company, or special-Act company) even if it meets the capital/turnover limits.
3. Compile the shareholding, indebtedness, and KMP remuneration schedules from audited financials and the statutory registers maintained under the Companies Act.
4. Determine whether PCS certification (Form MGT-8) is required based on paid-up capital/turnover thresholds, and engage a practicing Company Secretary in time if so.
5. Prepare the list of shareholders/debenture holders attachment in the prescribed Excel/PDF format well before the 60-day filing window closes.
6. Diarise the filing due date immediately after the AGM date is fixed, given the uncapped ₹100/day late fee exposure.

Related Advisory Services & Practice Guides

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