Annual Compliances for Public Limited Company in India: 2026-27 Guide
Annual compliance for a public limited company includes ROC filings, tax returns, audits, board meetings, and an AGM within six months of the financial year-end. Key filings include AOC-4, MGT-7, DPT-3, MSME-1, PAS-6, BEN-2, CSR-2, and applicable event-based forms. Listed companies must also meet SEBI LODR disclosure requirements.
The requirements differ for listed and unlisted public companies. Listed companies face additional SEBI obligations, including periodic financial disclosures, BRSR, and corporate governance reporting. Unlisted companies mainly follow Companies Act, audit, and tax requirements.
Key Takeaways
- Public Limited Company Registration brings ongoing ROC filings, periodic returns, audits, board meetings, and AGM requirements, while listed companies also follow SEBI LODR rules.
- Public companies must hold the AGM within 6 months of the financial year-end, while the first AGM must be held within 9 months from the close of the first financial year.
- Section 164(2) after the company defaults on annual filings for three consecutive financial years.
- Late ROC filings generally attract ₹100 per day per form, with no statutory upper limit, making prolonged delays costly.
- Secretarial audit in Form MR-3 applies to every listed company and specified unlisted public companies that meet the prescribed capital, turnover, or borrowing thresholds.
Types of Compliance Requirements Applicable to Public Limited Companies
The compliance for a public limited company falls into several distinct categories under Indian corporate law:
a. ROC Compliances
ROC compliances include annual filings under the Companies Act, 2013, submitted through the MCA portal. These filings include:
- Financial statements in Form AOC-4
- Annual returns in MGT-7
- Director disclosures through MBP-1 and DIR-8
Other periodic forms, such as DPT-3, MSME-1, and PAS-6, also form part of the standard compliance checklist for public companies.
b. Income Tax Compliances
Every public limited company whose total turnover or gross receipts exceed ₹1 crore in a financial year must undergo a tax audit under Section 44AB of the Income Tax Act, 1961. The threshold rises to ₹10 crore if at least 95% of all receipts and payments are made through non-cash modes (digital, banking channels), a substantial benefit for digitally-operated public companies.
The tax audit report must be filed in Form 3CA-3CD by 30 September of the assessment year, and the income tax return in ITR-6 by 31 October of the assessment year.
c. Secretarial Compliances
Every listed public company must obtain a secretarial audit report in Form MR-3 each financial year. The same applies to unlisted public companies that meet any of the following thresholds:
- Paid-up share capital of ₹50 crore or more.
- Turnover of ₹250 crore or more.
- Outstanding loans or borrowings of ₹100 crore or more from banks and public financial institutions at any point during the financial year.
d. SEBI Compliances for Listed Companies
In addition to all Companies Act, 2013 requirements, every listed public company must comply with the following regulations:
| Regulation | Filing / Compliance | Frequency / Trigger |
|---|---|---|
| LODR Regulation 33 | Quarterly financial results | Within 45 days of quarter-end, 60 days for annual results |
| LODR Regulation 31 | Shareholding pattern disclosure | Within 21 days of quarter-end |
| LODR Regulation 27 | Corporate governance report | Within 21 days of quarter-end |
| LODR Regulation 24A | Annual Secretarial Compliance Report | Within 60 days from the FY-end |
| LODR Regulation 34 | Annual Report and BRSR | Sent to shareholders before AGM; BRSR mandatory for top 1,000 listed entities by market cap |
| LODR Regulation 30 | Material event disclosure | Within 24 hours (most cases) |
| PIT Regulation 7 | Trading plan and insider disclosures | On occurrence + annual |
| SAST Regulation 30 | Annual disclosure of shareholding | Within 7 working days of FY-end |
Listed companies must also comply with the SEBI SCORES complaint redressal mechanism, file periodic returns to NSE/BSE, and disclose related party transactions under LODR Regulation 23.
e. Labor Law and GST Compliances
Public companies must also comply with the Provident Fund Act, ESIC rules, and the Goods and Services Tax (GST) framework. The exact scope depends on the nature, size, and workforce strength of the business operations.
Compliance for Unlisted Public Companies: How It Differs From Listed Companies?
An unlisted public limited company has shares that are not listed on a recognized stock exchange. It follows the Companies Act, 2013 but does not face the extensive SEBI disclosure requirements that apply to listed companies. Therefore, its compliance burden is lower than that of a listed company but higher than that of a private company.
Here’s how it breaks down:
| Compliance Area | Listed Public Company | Unlisted Public Company |
|---|---|---|
| Companies Act ROC filings (AOC-4, MGT-7, DPT-3, MSME-1, PAS-6, BEN-2, CSR-2) | Required | Required |
| Statutory audit (Chartered Accountant) | Required | Required |
| Secretarial audit (Form MR-3) | Required for every listed company | Required only if paid-up capital ≥₹50 cr OR turnover ≥₹250 cr OR loans/borrowings ≥₹100 cr |
| SEBI LODR quarterly financial results | Required | Not applicable |
| Corporate governance report (Regulation 27) | Required | Not applicable |
| Business Responsibility & Sustainability Report (BRSR) | Required for the top 1,000 listed entities by market cap | Not applicable |
| Insider trading compliance (SEBI PIT 2015) | Required | Not applicable |
| Audit Committee (Section 177) | Required for every listed | Required if paid-up ≥₹10 cr / turnover ≥₹100 cr / borrowings ≥₹50 cr |
| Annual board meetings | Minimum 4 | Minimum 4 |
| AGM | Required within 6 months of FY-end | Required within 6 months of FY-end |
Complete Annual Compliance Checklist for Public Limited Company
A public limited company must complete various ROC filings, director disclosures, audits, board requirements, and periodic returns. The key compliances include:
- MBP-1: Directors must disclose their interests in other entities at the first Board meeting of each financial year under Section 184.
- DIR-8: Directors must submit a declaration confirming that they are not disqualified from holding office.
- DPT-3: Companies must file this return by 30 June for deposits and specified outstanding amounts covered under the applicable rules.
- MSME-1: Companies with qualifying outstanding MSME dues must file this half-yearly return by 31 October and 30 April.
- PAS-6: Every unlisted public company must reconcile its share capital with depository records and file this half-yearly return.
- CSR-2: Companies covered by Section 135 must report their CSR activities through CSR-2, filed as an addendum to AOC-4.
- BEN-2: Companies must file this form within the prescribed period after receiving an SBO declaration in BEN-1 or when the SBO’s details change.
- DIR-3 KYC: Every director holding a DIN must complete the prescribed KYC process by 30 September each year.
- Board’s Report: The Board must prepare the annual report covering directors’ responsibility, meetings, auditor remarks, related-party transactions, CSR, risk management, and other prescribed disclosures.
- Statutory Audit: Every public company must have its financial statements audited annually by a qualified Chartered Accountant, with the Auditor’s Report forming part of its annual filings.
- Secretarial Audit (MR-3): Specified public companies must obtain a secretarial audit if they meet the prescribed ₹50 crore paid-up capital, ₹250 crore turnover, or ₹100 crore borrowing threshold.
Why is Annual Compliance Important for Public Limited Companies?
Some of the other key reasons behind the mandatory compliance for a public limited company include the following:
- Maintains legal standing: Timely filings keep the company’s records updated and support contracts, banking, and other business activities.
- Avoids penalties: Late filings attract additional fees, and repeated defaults can lead to director disqualification under Section 164.
- Builds investor confidence: A clean compliance record demonstrates sound governance and strengthens credibility with investors and lenders.
- Supports fundraising and due diligence: Up-to-date ROC filings help companies complete investments, mergers, acquisitions, and due diligence without compliance-related delays.
Penalties for Non-Compliance fo Public Company Compliance and How to Avoid Them
The table below explains each major penalty for non-compliance along with the practical steps to avoid it:
| Type of Penalty | What It Means | Solution |
| Late Filing Penalties | The ROC charges additional filing fees for delayed submissions, and the penalty amount increases with each day of default. | Maintain a clear compliance calendar and assign responsible personnel to monitor every statutory filing deadline. |
| Director Disqualification (Section 164) | The Registrar disqualifies directors for non-filing of annual returns or financial statements for three consecutive years. A disqualified director cannot hold office in any company for five years. | File AOC-4 and MGT-7 on time and complete DIR-3 KYC by 30 September each year. |
| Company Strike-Off (Section 248) | The ROC may strike off a company that has not been carrying on any business or operation for two immediately preceding financial years and has not applied for dormant company status under Section 455. ROC issues notice in Form STK-1 before strike-off. Struck-off entity loses legal existence and its bank accounts/PAN become unusable. | File AOC-4, MGT-7, ITR, and reply to STK-1 notice within the prescribed time. If struck off, the company can be restored via an NCLT application under Section 252 within 3 years. | Submit every ROC filing on time and reply to ROC notices without delay. |
| Prosecution and Monetary Penalties | Sections 92 and 137 prescribe fixed penalties for non-filing of annual returns and financial statements. | Engage qualified company secretaries and auditors to review every filing before the due date. |
