Guidelines For Companies Annual Return

Guidelines For Companies Annual return.

Every company shall prepare the annual return in the MGT-7 containing the  following particulars :

  1. Its registered office, principal business activities, particulars of its holding, subsidiary and associate companies;
  2. Its shares, debentures and other securities and shareholding pattern;
  3. Its indebtedness;
  4. Its members and debenture-holders along with changes therein since the close of the previous financial year;
  5. Its promoters, directors, key managerial personnel along with changes therein since the close of the previous financial Year;
  6. Meetings of members or a class thereof, Board and its various committees along with attendance details;
  7. Remuneration of directors and key managerial personnel;
  8. 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;
  9. Matters relating to certification of compliance’s, disclosures as may be prescribed;
  10. Details, as may be prescribed, in respect of shares held by or on behalf of the Foreign Institutional Investors indicating their names, addresses, countries of incorporation, registration and percentage of shareholding held by them; and
  11. Such other matters as may be prescribed, and signed by a director and the company secretary, or where there is no Company secretary, by a company secretary in practice:

Requirement of certification by a company secretary in practice of annual return :

  1. a) All Listed Companies
  2. b) Every Company having:

Paid-Up share capital of 10 Crore (Ten Crore) rupees or more or

Turnover of 50 Crore (fifty crore) rupees or more

Point to be kept while filing financial statement of company annual return.

Meaning of financial statement:

  1. A Balance Sheet
  2. A profit and Loss account (or Income and expenditure account)

iii. Cash Flow Statement

  1. A statement of changes in equity (If applicable)
  2. Any explanatory note attached to.

Cash Flow Statement not required to be prepared by the companies

  1. One Person Company; of
  2. Small Company; or

iii. Dormant Company.


Approval of Financial Statement shall be done at the meeting of the Board. The approval can’t be done by circulation or by committee.

MGT-14: The Board resolution approving financial statement to be filed with ROC in form MGT-14. (But Private Company not required to file MGT-14 after exemption on Private Limited Companies)

CIRCULATION OF FINANCIAL STATEMENT: All the documents related to financial statement and auditor report must be sent to following persons at-least 21 clear days before the AGM (except shorter notice concept)

  • Every Member of the Company
  • Every trustee for the debenture-holder
  • Auditor of company
  • Every Directors

The Financial Statement (Including consolidated financial statement where applicable) shall be approved by the Board of Directors. After Board approval, the statement should be signed on behalf of the Board as follows-

  1. a) By any two Directors (on shall be MD, if any) and

CEO, if any

CFO, if appointed.

Company Secretary of the Company, if appointed

In case of Small Company where no MD, CEO CFO than Financial statement should be signed by the Two Directors of the Company.

After the signatures, it should be submitted to the auditor for his report thereon.

When financial statement signed by two directors, such directors should be present at the meeting and should sign the accounts at the meeting. (i.e. should be signed at the meeting itself and not later).

Copy of Financial Statements (including consolidated financial statements in case of holding company), shall be filed with Registrar of Companies with in 30 (Thirty) days from the date when the accounts were duly adopted at the annual General Meeting of the Company.

Where the annual General Meeting of a company for any year has not been held, the financial statement along with the documents required to be attached under section 137(1), duly signed along with the statement of facts and reasons for not holding the Annual General Meeting shall be filed with the Registrar within 30 (thirty) days of the last date before which the annual General Meeting should have been held.


Type of Document TYPE OF E-FORM
Balance –Sheet Form AOC-4.
Consolidated Financial Statement Form AOC-4 (CFS)
Profit & Loss Account Form AOC-4.
Annual Return Form MGT-7.
Director Report Director Report along with Following Annexure:

1.    AOC-1

2.    AOC-2

3.    MGT-9

4.    Secretarial Audit Report

Filing of CTC of Resolution Form MGT-14

(for the Companies except Private Limited Company)