Overview
A Public Limited Company is one of the most preferred business structures for large-scale operations, fundraising, and building public trust. Registered under the Companies Act, 2013, it enjoys a separate legal identity, perpetual succession and the ability to raise capital from the public through the issuance of shares.
However, with these advantages comes the responsibility of adhering to strict regulatory and statutory compliance requirements every financial year. Annual compliance ensures transparency, accountability and the protection of shareholder interests. It includes filing prescribed returns, conducting board and shareholder meetings, maintaining statutory records and complying with the guidelines of the Ministry of Corporate Affairs (MCA), Registrar of Companies (ROC) and in the case of listed companies, the Securities and Exchange Board of India (SEBI).
Why Annual Compliance is Important?
- Legal Obligation – Ensures adherence to the Companies Act, 2013 and allied laws.
- Credibility & Transparency – Regular filings improve credibility with banks, investors, and stakeholders.
- Avoiding Penalties – Timely compliance prevents heavy fines and director disqualification.
- Investor Confidence – Good governance builds shareholder and market trust.
- Sustainability & Growth – Compliance reflects strong governance practices essential for long-term growth.
Annual Compliance Requirements for a Public Limited Company
A Public Limited Company must comply with various statutory obligations annually, including: -
1. Meetings & Governance
- Board Meetings – It should be held minimum 4 per year, with a gap not exceeding 120 days between two meetings.
- Annual General Meeting (AGM) – Must be held within 6 months of the financial year’s end, but not later than 15 months from the last AGM.
- Filing of Resolutions (MGT-14 & MGT-15) – Certain board and shareholder resolutions (like approval of financial statements, appointment of auditors, etc.) must be filed with the ROC.
2. Filings with ROC
- Form ADT-1 – Intimation of auditor’s appointment (within 15 days of AGM).
- Form AOC-4 – Filing of financial statements (within 30 days of AGM).
- Form MGT-7 – Annual return (within 60 days of AGM).
- Form DPT-3 – Return of deposits or loans, to be filed annually by 30th June.
- Form PAS-6 – Half-yearly reconciliation of share capital audit report for companies with dematerialized shares.
- Form MSME-1 – Half-yearly return for outstanding payments to Micro & Small Enterprises.
- Form BEN-1 & BEN-2 – Declaration and return of Significant Beneficial Ownership, if applicable.
3. Directors’ Compliance
- Form MBP-1 – Disclosure of interest by directors, filed annually.
- Form DIR-3 KYC – Annual KYC of directors, due by 30th September.
4. Audit & Reporting
- Statutory Audit – Annual audit of financial statements by a Chartered Accountant.
- Secretarial Audit – Mandatory for all listed companies and public companies with paid-up share capital of ₹50 crore or turnover of ₹250 crore or more.
- Cost Audit (CRA-2 & CRA-4) – Applicable to certain companies engaged in specified industries.
5. Taxation
- Income Tax Return – To be filed annually, generally by 30th September (subject to extensions).
6. Maintenance of Records
- Statutory registers including Register of Members, Charges, Directors & KMP, Loans & Investments, etc. must be properly maintained.
Consequences of Non-Compliance
Non-compliance can lead to:
- Heavy Monetary Penalties on the company and officers in default.
- Director Disqualification for up to 5 years.
- Prosecution & Legal Proceedings against the company and directors.
- Loss of Credibility with banks, investors and regulators.
- Strike-Off of the company’s name from the ROC register in extreme cases.
Fees for Annual Compliance
- Statutory Filing Fees – As per MCA’s prescribed fee structure for forms (MGT-7, AOC-4, ADT-1, etc.).
- Professional/consultancy fees may apply if using a service provider, depending on company size and compliance needs.
- Penalty Fees (if late) – For example, ₹100 per day for delayed ROC filings and ₹5,000 for delayed DIR-3 KYC.
Timeline for Annual Compliance
| Compliance Requirement | Due Date / Frequency |
| Board Meetings | Minimum 4 per year, ≤120 days apart |
| AGM | Within 6 months of FY end (by Sep 30), but ≤15 months from last AGM |
| Form ADT-1 (Auditor Appointment) | Within 15 days of AGM |
| Form AOC-4 (Financial Statements) | Within 30 days of AGM |
| Form MGT-7 (Annual Return) | Within 60 days of AGM |
| Form DIR-3 KYC (Director KYC) | On or before 30th September |
| Form DPT-3 (Deposits/Loans Return) | By 30th June annually |
| Form PAS-6 (Share Capital Audit) | Half-yearly (May & November) |
| Form MSME-1 | Half-yearly (April & October) |
| Form BEN-2 (Beneficial Ownership) | Within 30 days of declaration (BEN-1) |
| Income Tax Return | By 30th September (subject to extension) |
FAQs
Yes. Every registered public company, whether operational, dormant or with no revenue, must complete annual compliance. Non-compliance may attract penalties and lead to the company being marked inactive.
The company is liable to pay ₹100 per day of delay without any maximum cap. Penalties may also be imposed on directors/officers in default.
Yes, an extension of up to 3 months can be sought from the Registrar of Companies (ROC), except for the first AGM.
Form DPT-3 is an annual return of deposits and details of outstanding loans/amounts not considered deposits. It must be filed by all companies by 30th June every year.
Form PAS-6 is a half-yearly reconciliation of share capital audit, applicable to companies whose shares are in dematerialized form. It must be certified by a practicing professional.
Yes, if the company has outstanding dues to Micro or Small Enterprises beyond 45 days, it must file MSME-1 half-yearly.
Form BEN-2 is filed to report details of Significant Beneficial Owners (SBOs). It must be submitted within 30 days of receiving a declaration in BEN-1 from the SBO.
The director’s DIN will be deactivated and a penalty of ₹5,000 will apply. The director will also be unable to sign or approve filings until compliance is restored.
- Hold the first Board Meeting within 30 days.
- Appoint the first auditor within 30 days and file Form ADT-1.
- File Form INC-20A (Commencement of Business) within 180 days.
- Maintain statutory registers and prepare for the first AGM.
Investors, banks and lenders review compliance history before approving funding. Timely compliance enhances credibility, while defaults lower investor confidence and business opportunities.
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