Compliance · Provision

Section 92, Companies Act 2013 — MGT-7 Annual Return & Penalties

MGT-7 within 60 days of AGM: ₹100/day late fee under Section 403, and ₹10,000 plus ₹100/day statutory penalty on company and officers in default. (Section 92, Companies Act, 2013.)

Quick Statutory Answer

Under Section 92 of the Companies Act 2013, every Indian company must file its annual return in Form MGT-7 (or Form MGT-7A for OPCs and small companies) with the Registrar of Companies within 60 days of its Annual General Meeting. Delay attracts an additional late fee of ₹100 per day under Section 403 without any ceiling, plus adjudicatory penalties under Section 92(5) of ₹10,000 plus ₹100 per day (up to ₹2,00,000 for the company and ₹50,000 per officer in default). Failure to file for three consecutive years results in director disqualification under Section 164(2).

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Work out the additional fee on a late MGT-7

Enter your own figures in the calculator on this page: MCA ROC late fee calculator, under Companies Act, 2013, s.403.

  • MCA ROC late fee calculator, with the method and worked examples

What the section does

  • Every company must prepare and file an annual return in Form MGT-7 (or Form MGT-7A for small companies and OPCs) with the Registrar of Companies within sixty days from the date of the annual general meeting (AGM).
  • Where no AGM is held, the return must be filed within sixty days from the date the meeting should have been held, accompanied by a statement explaining why the meeting was not held.
  • The return contains comprehensive corporate disclosures as at financial year close: registered office, shareholding pattern, indebtedness, directors and key managerial personnel, remuneration, board meetings, and penalties imposed.
  • On default, sub-section (5) imposes an adjudicatory penalty of ₹10,000 on the company and on every officer in default, with a further ₹100 for each day the failure continues, capped at ₹2,00,000 for the company and ₹50,000 for an officer.
  • This statutory penalty runs concurrently with the additional late filing fee of ₹100 per day levied under Section 403 on the MCA portal with no upper limit.

Section 92 Companies Act: MGT-7 vs MGT-7A Due Dates, Certification & Penalties

Section 92 Companies Act: MGT-7 vs MGT-7A Due Dates, Certification & Penalties
Company Category / Form Filing Form Statutory Due Date Company Secretary Certification Section 92(5) & 403 Penalties
Small Company / OPC Form MGT-7A Within 60 Days of AGM (29 Nov) Signed by Director / CS (No MGT-8) ₹100/day fee (s.403) + ₹10k + ₹100/day penalty
Standard Private Limited Form MGT-7 Within 60 Days of AGM (29 Nov) Signed by Director and Practicing CS ₹100/day fee (s.403) + ₹10k + ₹100/day penalty
Listed / Large Company Form MGT-7 + MGT-8 Within 60 Days of AGM (29 Nov) Mandatory PCS Certification (Form MGT-8) ₹100/day fee (s.403) + ₹10k + ₹100/day penalty
Adjourned / Unheld AGM Form MGT-7 / 7A Within 60 Days from due AGM date With reason statement for non-holding Full penalties apply if unfiled beyond 60 days

Penalty

₹10,000 + ₹100 a day. Up to ₹2,00,000 for the company and ₹50,000 for each officer in default, plus ₹100/day under s.403.

Where people go wrong

  • Counting sixty days from the financial year end. The period runs from the date of the annual general meeting.
  • Assuming that not holding the AGM stops the filing clock. The section counts sixty days from the date the meeting was due.
  • Treating this as the same filing as AOC-4. MGT-7 (annual return) and AOC-4 (financial statement) are separate forms with separate deadlines and separate penalties.
  • Failing to obtain Company Secretary certification (Form MGT-8) where paid-up capital is ₹10 Cr+ or turnover is ₹50 Cr+.
  • Forgetting that Section 92(5) penalties fall on directors personally in addition to company exposure.

Common questions

When is MGT-7 due under Section 92?

Form MGT-7 is due within 60 days of the Annual General Meeting under Section 92(4) of the Companies Act 2013. If the AGM is held on 30 September, MGT-7 is due by 29 November.

What is the penalty for a late annual return in MGT-7?

Section 92(5) imposes a penalty of ₹10,000 on the company and on every officer in default, plus ₹100 for each day the failure continues, subject to ₹2,00,000 for the company and ₹50,000 for an officer. Additionally, the MCA portal charges ₹100 per day under Section 403 with no cap.

What is the difference between MGT-7 and MGT-7A?

MGT-7A is an abridged annual return for One Person Companies (OPCs) and Small Companies (paid-up capital ≤ ₹4 Cr and turnover ≤ ₹40 Cr). All other private and public companies must file the full Form MGT-7.

What is Form MGT-8 certification?

Under Section 92(2), listed companies and companies with paid-up share capital of ₹10 crore or more or turnover of ₹50 crore or more must have their annual return certified by a practicing Company Secretary in Form MGT-8.

Act on this

  • Calculate ROC late fees for MGT-7
  • Section 137 — filing the financial statement
  • Section 403 — the ₹100/day additional fee
  • MCA compliance calendar

Other provisions

  • Section 454, Companies Act
  • Section 403, Companies Act
  • Section 164, Companies Act
  • Section 137, Companies Act
  • Section 96, Companies Act
  • Section 139, Companies Act

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About this summary

A plain-English summary of what this provision requires, not a reproduction of it and not legal advice. Read alongside the bare Act, and take advice on anything turning on your own facts.