Public Limited Company Annual Compliance
Every public limited company must hold its AGM by 30 September, then file AOC-4 within 30 days and MGT-7 within 60 days of the meeting. Public company annual compliance also covers board resolutions in MGT-14, director disclosures and, above set limits, a secretarial audit. We run the whole calendar on the MCA V3 portal.
What it is
Annual compliance is the set of meetings, registers and filings a company must complete every financial year with the Registrar of Companies (ROC). For a public limited company, the list is longer than for a private one, because the exemptions given to private companies in June 2015 do not apply.
The core rules sit in the Companies Act, 2013: Section 96 for the AGM, Section 137 for filing financial statements in Form AOC-4, Section 92 for the annual return in Form MGT-7, Section 173 for board meetings and Section 139 for the auditor. Company forms go on the MCA V3 portal. The income tax return, ITR-6, goes on the Income Tax e-filing portal.
Who it applies to
Run an unlisted public company
Small turnover changes nothing. Every public company follows the full calendar and files MGT-7, not the shorter MGT-7A.
Sit under a public company parent
A private company that is a subsidiary of a public company is deemed public under Section 2(71). Here is the catch: say a Faridabad family company sells a majority stake to a public company. From then on it follows this calendar, though its name still says Private Limited.
Have shares listed on an exchange
Listed companies follow the same Companies Act calendar, and the secretarial audit and MGT-8 certificate apply to them automatically. SEBI’s listing rules add their own filings on top.
Why it matters
Keep your directors eligible
If a company misses financial statements or annual returns for three continuous financial years, its directors cannot be re-appointed there or appointed elsewhere for five years (Section 164(2)(a)).
Stop fees from piling up
Late AOC-4 and MGT-7 forms carry ₹100 per day each, with no upper limit. A slow audit does not stop the count.
Show lenders a clean record
Your company’s master data on the MCA portal shows the date of its last AGM and balance sheet. Banks, investors and tender committees check it.
Documents required
Pull from your accounts team
- Audited balance sheet, profit and loss account, cash flow statement and notes
- The auditor’s report
- Deposits and outstanding loans as on 31 March, for DPT-3
- Dues to micro and small suppliers outstanding beyond 45 days, for MSME-1
Collect from the board
- Signed minutes of board and general meetings
- MBP-1 from each director
- DIR-8 from each director being appointed or re-appointed
- Board’s report with its annexures
- Secretarial audit report in Form MR-3, where it applies
Keep ready for filing
- A valid digital signature certificate (DSC) of an authorised director
- The auditor’s written consent and eligibility certificate, for ADT-1
- Shareholding and share transfer details for the year, for MGT-7
How it works
Close the books and finish the audit
Every later step depends on the audited accounts. If we keep your books through our online book-keeping service, the auditor gets clean ledgers from day one.
Approve the accounts at a board meeting
The board approves the financial statements and the Board’s report under Section 179(3)(g). A public company files that resolution with the ROC in MGT-14 within 30 days. We also collect DIR-8 from the directors due for re-appointment.
Send the AGM notice 21 clear days ahead
Section 101 needs at least 21 clear days’ notice. It goes out with the accounts, the Board’s report and resolutions for re-appointing the directors who retire by rotation.
Hold the AGM by 30 September
Members adopt the accounts, re-appoint retiring directors and, where due, appoint or re-appoint the auditor.
File AOC-4, MGT-7 and ADT-1
We file all three on the dates below, with a practising company secretary’s MGT-8 certificate where the limits apply.
File ITR-6 and keep the side dates
The income tax return follows on the Income Tax e-filing portal. DPT-3, MSME-1 and DIR-3 KYC run on their own dates through the year.
Extra duties as your company grows
| Requirement | Applies when the company has | Law |
|---|---|---|
| Secretarial audit by a practising company secretary (Form MR-3) | A listing; or, for a public company, paid-up capital of ₹50 crore or more, or turnover of ₹250 crore or more. Rule 9 also has a test on outstanding loans or borrowings, which we check for you | Section 204, Rule 9 |
| Annual return certified in Form MGT-8 | A listing, paid-up capital of ₹10 crore or more, or turnover of ₹50 crore or more | Section 92(2), Rule 11(2) |
| At least two independent directors | For a public company: paid-up capital of ₹10 crore or more, turnover of ₹100 crore or more, or loans, debentures and deposits above ₹50 crore in aggregate | Section 149(4), Rule 4 |
In practice, these limits are read on the last date of the latest audited financial statements. A Faridabad auto-components maker whose audited turnover crosses ₹100 crore needs two independent directors, even if no shareholder has asked for them. Unlisted public companies that are joint ventures, wholly owned subsidiaries or dormant companies are excluded from the independent director rule.
Timelines
Hold the AGM by 30 September
Within six months of the close of the financial year (Section 96): 30 September 2026 for FY 2025-26. The ROC can extend this by up to three months, except for the first AGM.
File AOC-4 in 30 days, MGT-7 in 60
AOC-4 within 30 days of the AGM (Section 137) and MGT-7 within 60 days (Section 92(4)). A Ballabgarh company that met on 26 September 2026 has until 26 October 2026 for AOC-4 and 25 November 2026 for MGT-7.
File MGT-14 within 30 days
The board resolution approving the financial statements and Board’s report goes to the ROC within 30 days of the meeting (Sections 117(3)(g) and 179(3)(g)).
File ADT-1 within 15 days
An auditor is appointed for five years, from the conclusion of one AGM to the sixth (Section 139(1)). ADT-1 reaches the ROC within 15 days of the appointment.
File ITR-6 by 21 November 2026
The CBDT on 28 September 2026 extended the FY 2025-26 return date for companies to 21 November 2026 and the tax audit report to 21 October 2026. The belated return deadline is 31 December 2026.
Keep the side dates
DPT-3 by 30 June. MSME-1 by 30 April and 31 October, so the next one is due on 31 October 2026. DIR-3 KYC once every three financial years, by 30 June.
What happens if you miss a deadline
Pay ₹100 a day for each late form
AOC-4 and MGT-7 each carry an additional fee of ₹100 per day, with no cap. A full year’s delay costs ₹36,500 per form.
Face penalties as a company and as officers
Sections 137(3) and 92(5) each allow ₹10,000 plus ₹100 a day, up to ₹2 lakh for the company and ₹50,000 for each officer in default. A late MGT-14 attracts the same under Section 117(2). Missing the AGM can draw a fine of up to ₹1 lakh, plus up to ₹5,000 a day (Section 99).
Risk disqualification and strike-off
Three continuous years without filings puts the directors under the five-year bar in Section 164(2)(a). A company that has not carried on business for two financial years can be struck off under Section 248(1)(c).
Frequently asked questions
When must a public company hold its AGM?
Within six months of the end of the financial year, so by 30 September 2026 for FY 2025-26, under Section 96. The first AGM can be held within nine months of the close of the first financial year. The ROC can extend the deadline by up to three months, but not for the first AGM. Start the audit early and 30 September is comfortable.
What are the AOC-4 and MGT-7 due dates for FY 2025-26?
AOC-4 is due within 30 days of the AGM and MGT-7 within 60 days. For an AGM held on 30 September 2026, that is 30 October 2026 for AOC-4 and 29 November 2026 for MGT-7. If no AGM is held, the 60 days for MGT-7 run from the date it should have been held. We diarise both from your actual AGM date.
Does a public company file MGT-7 or MGT-7A?
A public company files MGT-7. The shorter MGT-7A is only for One Person Companies and small companies, and Section 2(85) defines a small company as a company other than a public company. If its paid-up capital is ₹10 crore or more, or turnover ₹50 crore or more, a practising company secretary also certifies it in MGT-8. We handle both.
How many board meetings must a public company hold each year?
At least four, with no more than 120 days between two consecutive meetings, under Section 173(1). The first board meeting must be held within 30 days of incorporation. Each meeting needs at least seven days’ written notice to every director (Section 173(3)), and directors may join by video conferencing. One meeting a quarter, fixed at the start of the year, meets the rule.
Which public companies need a secretarial audit?
Every listed company needs one, and so does every public company with paid-up capital of ₹50 crore or more or turnover of ₹250 crore or more (Section 204, Rule 9). Rule 9 also tests outstanding loans or borrowings. A practising company secretary gives the report in Form MR-3, annexed to the Board’s report, and a default costs ₹2 lakh under Section 204(4). Check the limits against your latest audited accounts each year and nothing catches you out.
Why does a public company file MGT-14 for board resolutions?
Because Section 117(3)(g) requires board resolutions passed under Section 179(3) to be filed with the ROC within 30 days, and the June 2015 exemption covers only private companies. That list includes the resolution approving the financial statements and the Board’s report, so every public company files MGT-14 for it each year. Filed alongside the accounts, it is a routine step.
When do directors give MBP-1 and DIR-8?
MBP-1 is due at a director’s first board meeting, then at the first board meeting of every financial year and after any change (Section 184(1)). DIR-8, the declaration of non-disqualification under Section 164(2), is given before appointment or re-appointment (Rule 14(1)). In a public company, one-third of the rotational directors retire at every AGM and may be re-appointed (Section 152(6)). So we collect both forms every year.
What is the late fee if AOC-4 or MGT-7 is filed late?
The additional fee is ₹100 per day of delay for each form, with no upper limit, on top of the normal filing fee. Separate penalties of ₹10,000 plus ₹100 a day can also apply under Sections 137(3) and 92(5). The CCFS-2026 relief scheme ended on 31 August 2026, so normal fees apply in full. If a form is already late, file it now; every day you wait adds another ₹100.
What it costs
Our fee plus the government fee that applies to your case, quoted before you commit. Tell us the situation and we will price it exactly.
The normal government fee for AOC-4 and MGT-7 depends on nominal share capital, from ₹200 below ₹1 lakh up to ₹600 at ₹1 crore and above, per form.
Ready to begin?
Send us your AGM date and last year’s filings, and we will map every public company deadline from now to next September.