Annual Return Filing

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Annual Return Filing

Annual return filing refers to the submission of a company’s financial and non-financial details with the Registrar of Companies (ROC) of the state where its registered office is located. This filing must be completed within the statutory timelines as per the Companies Act, 2013.

The purpose of annual filing is to ensure transparency in company operations. It is a mandatory compliance that prevents concealment of financial information and provides details such as:

  • Nature of business activities
  • Capital structure
  • Cash flow and profitability
  • Liquidity position

Eligibility for Annual Return Filing

Every company—whether private limited or public limited—is required to submit its annual return to the ROC.

  • All listed companies
  • Companies with paid-up share capital of ₹10 crore or more
  • Companies with turnover of ₹50 crore or more

Details Included in Annual Returns

The annual return (Form MGT-7) captures information from the previous financial year, covering:

1. General Information

  • Registered office address
  • Main business activities
  • Details of holding, subsidiary, and associate companies

2. Share Capital & Securities

  • Details of shares, debentures, and other securities
  • Shareholding
  • Indebtedness

3. Membership & Management

  • Details of members and debenture holders with changes during the year
  • Information of promoters, directors, and key managerial personnel (KMP)

4. Meetings & Governance

  • Annual General Meeting (AGM) details
  • Board meetings and committee meetings with attendance

5. Remuneration

  • Remuneration of directors and KMP (for limited companies)

6. Penalties & Legal Proceedings

  • Fines and penalties imposed
  • Compounding of offences
  • Appeals filed against penalties

7. Compliance & Disclosures

  • Certification of compliance
  • Various statutory disclosures

8. Foreign Investment (FDI)

  • Shareholding details of foreign institutional investors (FIIs) including:
    • Names, addresses, and country of incorporation
    • Registration details
    • Percentage of shareholding

9. Undertaking

  • Undertaking signed by a Company Secretary or, if none appointed, by a practising Company Secretary

Documents Required for Annual Return Filing

  • Company PAN card
  • ID proof of directors
  • Memorandum of Association (MOA) for shareholding and director details
  • Financial statements, including:
    • Balance Sheet
    • Profit & Loss Account
    • Cash Flow Statement

Forms for Annual Return Filing

Annual filings are made online with the ROC through the following prescribed forms:

Form AOC-4

Contains audited financial statements (Balance Sheet, P&L Account, Cash Flow Statement)

Must be filed within 30 days of the AGM

Form MGT-7

Contains both financial and non-financial details (directors, meetings, remuneration, shareholding pattern, etc.)

Must be filed within 60 days of the AGM

For listed companies and companies meeting the financial thresholds (₹10 crore capital / ₹50 crore turnover), the Annual Return must be certified in Form MGT-8 by a practising Company Secretary.