TL;DR
- Rule 11(1) of the Companies (Management and Administration) Rules 2014 sends a One Person Company and a small company to MGT-7A, and every other company to MGT-7.
- The figures that decide small-company status are prescribed by rule 2(1)(t), not by section 2(85).
- The annual return falls due 60 days after the annual general meeting under section 92(4), and AOC-4 falls due 30 days after the same meeting under section 137(1).
Quick Answer: A One Person Company or a small company files MGT-7A; every other company files MGT-7. Rule 11(1) of the Companies (Management and Administration) Rules 2014, substituted by G.S.R. 159(E) of 5 March 2021, draws that line. Both forms fall due within 60 days of the annual general meeting.
The form is decided by what the company is, not by how much it has to report. Rule 11(1) names only two exceptions to MGT-7, and both are status categories. The difficulty is that the figures deciding small-company status are not printed in section 2(85) at all. One annual general meeting starts the clock for both the annual return and AOC-4, and the two run at different speeds.
| Form | Section or rule | What it reports | Trigger | Due date |
|---|---|---|---|---|
| MGT-7 | Section 92(1), rule 11(1) | Annual return of every company other than a One Person Company or a small company | The annual general meeting | 60 days from the meeting |
| MGT-7A | Second proviso to section 92(1), rule 11(1) | Abridged annual return of a One Person Company or a small company, from financial year 2020-2021 onwards | The annual general meeting, or the date on which it should have been held | 60 days |
| AOC-4 | Section 137(1) | Financial statements, including the consolidated financial statement where there is one | The annual general meeting | 30 days from the meeting |
| AOC-4, One Person Company | Third proviso to section 137(1) | Financial statements | Closure of the financial year | 180 days |
| MGT-8 | Section 92(2) | Certificate that the annual return discloses the facts correctly and adequately | Listed company, or prescribed paid-up capital or turnover | Not a separate deadline; the return itself must be certified |
MGT-7 or MGT-7A, Which Applies to Your Company?
A One Person Company or a small company files MGT-7A. Every other company files MGT-7. Rule 11(1) states that default and then carves out those two categories by name, fixing financial year 2020-2021 as the first year for which MGT-7A applies.
Where Does the Power to Prescribe an Abridged Return Come From?
The power sits in the second proviso to section 92(1), inserted by Act 1 of 2018 and in force from 5 March 2021. It lets the Central Government prescribe an abridged annual return for a One Person Company, a small company, and such other class or classes of companies as may be prescribed. The instrument that exercised it is G.S.R. 159(E) of 5 March 2021, the Companies (Management and Administration) Amendment Rules, 2021.
That instrument substituted the whole of sub-rule (1), and the carve-out sits in two plain sentences in the body of it. There is no proviso to rule 11(1), so describing the MGT-7A carve-out as a proviso misstates the instrument.
Whose Signature Does Each Form Require?
Section 92(1) requires the annual return to be signed by a director and the company secretary, or, where there is no company secretary, by a company secretary in practice.
The proviso reverses that order for the two carved-out categories. For a One Person Company and a small company, the return is signed by the company secretary, or where there is no company secretary, by the director.
Which Companies File MGT-7A?
A One Person Company files MGT-7A on its status alone. A small company files MGT-7A only if it satisfies both limbs of the definition in section 2(85), read with rule 2(1)(t) of the Companies (Specification of Definition Details) Rules 2014.
Where Do the ₹10 Crore and ₹100 Crore Figures Actually Come From?
They do not come from section 2(85). The section sets ₹50 lakh of paid-up share capital and ₹2 crore of turnover, and then sets ₹10 crore and ₹100 crore as the outer limits on what may be prescribed in their place. The operative figures are prescribed by rule 2(1)(t), as substituted by G.S.R. 880(E) of 1 December 2025, which replaced the ₹4 crore and ₹40 crore set by G.S.R. 700(E) of 15 September 2022.
One consequence is easy to miss. The prescribed figures now sit exactly on the outer limits section 2(85) permits, so the rule has been taken to the statutory ceiling. A further increase would need the Act amended, not the rule. The Corporate Laws (Amendment) Bill, 2026 proposes doubling those limits to ₹20 crore and ₹200 crore, but it remains a Bill before a Joint Committee and changes nothing yet.
| Limb | Figure in section 2(85) | Figure prescribed by rule 2(1)(t) | Outer limit section 2(85) permits |
|---|---|---|---|
| Paid-up share capital | Does not exceed ₹50 lakh | Shall not exceed ₹10 crore | ₹10 crore, now reached |
| Turnover per the profit and loss account for the immediately preceding financial year | Does not exceed ₹2 crore | Shall not exceed ₹100 crore | ₹100 crore, now reached |
Must Both Limbs Be Satisfied, or Only One?
Both. The word joining them is "and", and that word is itself an amendment, substituted for "or" by S.O. 504(E) dated 13 February 2015. A company within the capital figure but above the turnover figure is not a small company, and it files MGT-7.
The statutory verbs matter too. Section 2(85) says the figure "does not exceed" the amount, and rule 2(1)(t) says it "shall not exceed" it. A company sitting exactly on ₹10 crore of paid-up capital is inside the definition on that limb.
Who Is Excluded from the Small Company Definition?
A public company, by the opening words of section 2(85), which define a small company as a company other than a public company. The proviso excludes three further categories:
- a holding company or a subsidiary company;
- a company registered under section 8;
- a company or body corporate governed by any special Act.
What Are the Due Dates for MGT-7, MGT-7A and AOC-4?
The annual return is due within 60 days of the annual general meeting, under section 92(4) of the Companies Act, 2013. The financial statements are due within 30 days of the same meeting, under section 137(1).
Where no annual general meeting is held in a year, section 92(4) runs the 60 days from the date on which the meeting should have been held. The meeting itself is treated separately in during and post-AGM compliance.
What Must Be Attached to a Late Annual Return?
A statement specifying the reasons for not holding the annual general meeting. Section 92(4) attaches that requirement to the filing in the same breath as the deadline, which makes it a statutory attachment rather than explanatory courtesy.
Mapping each form to its own provision, owner and clock is the work a compliance management system exists to carry.
How Does AOC-4 Fit the Same AGM-Anchored Chain?
AOC-4 carries the financial statements, including the consolidated financial statement where there is one, and section 137(1) gives it 30 days from the annual general meeting. Where no meeting is held, section 137(2) gives 30 days from the last date before which the meeting should have been held, together with a statement of the facts and reasons.
Why Does AOC-4 Run from the Financial Year End for Some Companies?
Because a One Person Company holds no annual general meeting, so there is no meeting date for the 30 days to run from. The third proviso to section 137(1) gives it 180 days from the closure of the financial year instead.
What Else Sits on the Same Annual Cycle?
The appointment of an auditor must be notified to the Registrar within 15 days of the meeting at which the auditor is appointed, under the last proviso to section 139(1). A director's annual disclosure of non-disqualification is read against the grounds in section 164.
Other annual filings, including DIR-3 KYC and DPT-3, are not anchored to the annual general meeting and are better held on a statutory compliance calendar. The registers and board events feeding the annual return are handled by secretarial and company-law compliance software.
What Is the Penalty for Filing the Annual Return Late?
Section 92(5) imposes ₹10,000 on the company and on every officer in default, with a further ₹100 for each day the failure continues after the first, capped at ₹2,00,000 for a company and ₹50,000 for an officer.
| Default | Provision | Amount | Ceiling |
|---|---|---|---|
| Annual return not filed, company and every officer in default | Section 92(5) | ₹10,000, and a further ₹100 for each day after the first | ₹2,00,000 for a company; ₹50,000 for an officer in default |
| Financial statements not filed, company | Section 137(3) | ₹10,000, and ₹100 per day | ₹2,00,000 |
| Financial statements not filed, managing director or chief financial officer, else the charged director, else all directors | Section 137(3) | ₹10,000, and ₹100 for each day after the first | ₹50,000 |
| Late submission under section 92 or section 137, additional fee | First proviso to section 403(1) | Not less than ₹100 per day | None prescribed |
| Annual return certified otherwise than in conformity, by a company secretary in practice | Section 92(6) | ₹2 lakh | Fixed amount |
Do the Penalty and the Fee Run Together?
They do. Section 403(2) makes the company and its officers in default liable to the penalty or punishment under the Act without prejudice to the liability for payment of fee and additional fee.
Which Figure Is a Floor and Which Is a Ceiling?
The phrase "not less than" appears in section 403(1) and not in section 92(5), and that difference decides the arithmetic. Section 403(1) sets ₹100 per day as a minimum with no upper limit. Section 92(5) sets ₹100 per day as a fixed rate with an express maximum, and the words "not less than" stood in the earlier text of that sub-section and are no longer there.
Does Imprisonment Still Attach to a Late Annual Return?
No. Imprisonment was removed from section 92(5) by the Companies (Amendment) Act 2019, with effect from 2 November 2018, which substituted a penalty-only provision. The Companies (Amendment) Act 2020 then revised the amounts, with effect from 21 December 2020.
Neither Jan Vishwas Act touched section 92 or section 137. The decriminalisation of these provisions predates both, and crediting it to either is a common misattribution.
Common Mistakes to Avoid
- Attributing the ₹10 crore and ₹100 crore figures to section 2(85). They are prescribed by rule 2(1)(t), substituted by G.S.R. 880(E) of 1 December 2025. The section itself carries ₹50 lakh and ₹2 crore, and sets ₹10 crore and ₹100 crore only as caps on what may be prescribed.
- Still applying ₹4 crore and ₹40 crore. Those were the figures under G.S.R. 700(E) of 15 September 2022. They were superseded on 1 December 2025, so a company between ₹4 crore and ₹10 crore of paid-up capital now meets that limb, and files MGT-7A if it is within ₹100 crore of turnover as well and is not excluded by the proviso.
- Reading the small-company test as "or". The word "and" was substituted for "or" by S.O. 504(E) dated 13 February 2015, so both limbs must be satisfied.
- Merging the two ₹100-a-day figures. The section 92(5) continuing penalty is capped at ₹2,00,000 for a company. The section 403(1) additional fee is "not less than" ₹100 per day and uncapped, and section 403(2) makes the two cumulative.
- Crediting the Jan Vishwas Acts with removing imprisonment from section 92(5). Imprisonment was removed by the Companies (Amendment) Act 2019, with effect from 2 November 2018, and neither Jan Vishwas Act touched section 92.
- Treating the reasons statement as optional. Section 92(4) makes it part of the filing where no annual general meeting was held.
- Applying the meeting-anchored deadline to a One Person Company's AOC-4. The third proviso to section 137(1) gives 180 days from the closure of the financial year.
Legal Disclaimer
This article is general information on Indian statutory compliance and reflects the position as at 10 October 2026. It is not legal advice, and you should take advice on the facts of a specific case before acting.
