When to file company’s annual return -Applicable to OPC & Small Companies

As a part of annual corporate compliance, every company registered with ROC must file their annual return under section 92 of the companies act, 2013. As prescribed by the government, this annual return has to be filed in form MGT-7 on or before the due date of filing. In the case of one person company and small companies, the prescribed form is MGT-7A.

From the financial year 2020-2021 onwards, a one Person Company and Small Company shall file annual return in Form No.MGT-7A. Which means for the financial year 2022-23 and 2023-24, OPC and small companies are required to file their annual return in MGT-7A.

In form MGT-7A, in addition to other details as mentioned in the form, companies are required to fill following important data as they stood on the close of the financial year i.e. 31st March;

• Company’s registered office, principal business activities, particulars of its associate companies;
• Company’s shares, debentures and other securities and shareholding pattern;
• Details of company’s promoters, members and debenture-holders along with changes therein since the close of the previous financial year
• Meetings of members, Board and its various committees along with attendance details;
• Remuneration of directors;
• Penalty or punishment imposed on the company, its directors or officers and details of compounding of offences and appeals made against such penalty or punishment;
• Matters relating to certification of compliances, disclosures as may be prescribed;
• Shareholding pattern of the company.

In addition to details in the form, the company has to attach following documents;

• List of shareholders, debenture holders – Mandatory in case of a company having share capital.
• Approval letter for extension of AGM, if any
• List of Directors – Mandatory in case form is filed for a small company.

In addition to the above documents, you can attach any other document if required by selecting the optional attachment tab.

Who should sign company’s annual return – Form MGT-7A

In the case of a One Person Company (OPC) and small companies, annual return has to be signed by the director of the company, if the company has no company secretary. If the OPC and Small company has a company secretary, then it has to be signed by the company secretary.

In all other cases, a director of the company and a company secretary have to sign the annual return. In case the company has no company secretary, a company secretary in practice is required to sign the annual return.

Before putting your digital signature, you must make sure that you are authorised by a valid resolution to do the same. If you have authorisation, then in declaration space, enter the resolution number and date authorising the signatory to sign.

If your digital signature certificate (DSC) is not registered with MCA, then the form will show you error in prescrutiny. To successfully submit your e-form, you need to register DSC against the director’s DIN before signing the e-form.

DIR KYC is a must for all directors having a DIN. You must make sure that your DIR KYC is done every year before 30th September, being the last date in order to file these forms. You can do KYC later by paying 5,000 as penalty per director.

When is the last date to file company annual return

In the case of a one person company (OPC), annual return has to be filed with MCA on or before 60 days from the end of 6 months from the end of the financial year. Which means, the last date is 60 days from 30th September i.e. from the end of the financial year end date plus 6 months.

In simple terms, in the case of a One person company, you need to file MGT-7A within 60 days from the end of the financial year end date plus 6 months (30th September).

How to know company’s annual return is filed with MCA

These forms are processed in STP mode.

Status of the filing will be sent to the email ID given to MCA.

You can also check the company’s master data and public documents to check the status of filing.

Fee for filing company’s annual return

We have two types of fees applicable to filing e-forms on a company’s annual return.

If you file MGT-7A / MGT-7 before the due date of filing, then a nominal fee based on your share capital will be paid while filing. Here is how the nominal fee is calculated;

In case of company not having share capital, the normal fee is 200 rupees

In addition to the above normal fee, a company will be liable to pay additional fee for delays in filing of company’s annual returns. Additional fee will be calculated as Rs 100 per day for a period of delay. Which means if you filed company’s annual return after 30 days from the due date, then additional fee for late filing will be 3,000 rupees (i.e. 30*100).