Annual Returns under Section 92, (Form AOC-4 & MGT-7A)

An Annual Return is a comprehensive document filed annually by every company with the Registrar of Companies (ROC). It provides vital information about the company’s structure, shareholders, promoters, key managerial personnel (KMPs), and compliance status for a given financial year.

Section 92 of the Companies Act, 2013 mandates that every company must prepare and file an annual return in the prescribed form within a specified period.

📋Applicability of Section 92:

The section applies to:

• All companies incorporated under the Companies Act, including:

  • Private companies

  • Public companies

  • One Person Companies (OPCs)

  • Small companies

📝 Key Contents of Annual Return

The Annual Return includes information such as:

• Filed within 60 days from the date of Annual General Meeting (AGM).

• If AGM is not held, then within 60 days from the date on which AGM should have been held.

📂 Forms Used for Filing

🟨 Form AOC-4 (Section 137)

• Purpose: Filing financial statements of the company with ROC.

• Applicable to: All companies (except those filing AOC-4 XBRL or AOC-4 CFS).

• Details required:

  • Audited balance sheet and profit & loss account

  • Board’s report and auditor’s report

  • Consolidated financial statements (if any)

  • CSR report (if applicable)

Due Date: Within 30 days of the AGM.

🟦 Form MGT-7 / MGT-7A (Section 92)

• Purpose: Filing Annual Return of the company.

• Applicable to:

  • MGT-7: For all companies except OPCs and small companies

  • MGT-7A: For OPCs and small companies (introduced for simplified compliance)

Due Date: Within 60 days of the AGM.

📊 Difference Between MGT-7 and MGT-7A

🔐 Certification Requirements

• By a Company Secretary (CS):

  • In case of a listed company or company having paid-up capital of ₹10 crore or more OR turnover of ₹50 crore or more – Form MGT-8 must be attached (certification by a practicing CS).

  • OPCs and small companies do not require MGT-8.

💸 Penalties for Non-compliance