Form MGT-7 — Annual Return

How to file

Step-by-step process — from trigger event to ROC approval.

1. 01
   Freeze the shareholding pattern as on financial year-end

   Extract the register of members (MGT-1) at the close of the financial year. Reconcile against PAS-3 filings, share certificates issued, transfers recorded, and any buy-backs. The MGT-7 shareholding section must tie exactly to this register.

2. 02
   Reconcile to MCA's data and prior year

   Compare opening balance of share capital with prior-year MGT-7 closing, then walk through PAS-3 (allotments), SH-7 (capital changes), and any reductions or buybacks. Any unexplained difference must be resolved before filing.

3. 03
   Collect KMP, director and meeting data

   List every director and KMP who held office during the year, their appointment/cessation dates and DINs. Compile board meeting dates, attendance, and committee composition. Capture remuneration as per Section 197 disclosure.

4. 04
   Obtain MGT-8 from a practising Company Secretary

   If paid-up capital ≥ ₹10 crore or turnover ≥ ₹50 crore, or the company is listed, a PCS must certify MGT-7 in Form MGT-8 under Rule 11(2). The PCS examines compliance with Companies Act provisions covered by the return — start this 3–4 weeks before the due date.

5. 05
   Prepare the e-form

   Download the latest MGT-7 (or MGT-7A) from MCA21. Fill the CIN, AGM date, share capital, indebtedness (reconciled to DPT-3), board composition, shareholding pattern (top 10 + promoter/non-promoter), and penalties section. Attach the shareholders' list as a PDF.

6. 06
   Digital signatures and pre-scrutiny

   Director and PCS (where MGT-8 applies) affix Class 3 DSCs. Run pre-scrutiny on the MCA portal — the validator checks CIN status, DIN-DSC mapping, and field-level rules. Fix errors and re-validate.

7. 07
   Upload and pay

   Upload, pay the slab fee plus any delay additional fee, and save the SRN. Approved status appears in 2–5 working days. The filing is treated as complete on the SRN date, not on the approval date.

Attachments required

Documents to prepare before opening the e-form.

• List of shareholders, debenture-holders and other security-holders as on the financial year-end
• Approval letter for any extension of AGM granted by ROC, if applicable
• MGT-8 — certificate by a practising Company Secretary for companies with paid-up capital ≥ ₹10 crore or turnover ≥ ₹50 crore and all listed companies
• Copy of MGT-9 extract (now subsumed into the Board's Report but kept ready for cross-verification)
• Details of penalties or compounding orders during the year, if any

Common pitfalls

Where filings get rejected, delayed, or flagged in due diligence.

• Shareholding pattern in MGT-7 mismatched with PAS-3 allotment returns filed during the year — the ROC's automated reconciliation flags this within days.
• Treating MGT-7A as available without checking the small-company definition — a company is small only if paid-up capital ≤ ₹4 crore AND turnover ≤ ₹40 crore (both, not either). Section 2(85).
• Not filing MGT-8 certification when paid-up capital ≥ ₹10 crore or turnover ≥ ₹50 crore — the PCS certificate is a mandatory attachment, not optional.
• Disclosing CCPS and CCDs only in the equity section instead of the convertibles section — they are securities under Section 92 disclosure but separately categorised.
• Reporting top-10 shareholders without consolidating PAN-linked holdings — the same individual holding through multiple folios must be aggregated.
• Filing MGT-7 before the AGM is held — the form requires the AGM date as a mandatory field, and pre-AGM filing is treated as defective.

Frequently asked questions

Practical answers to the questions CS and CA teams hear most.

Related forms

Filings that commonly trigger together with Form MGT-7.