Public Limited Company Annual Filing

Running a public limited company means living inside a calendar that never really stops. Between the Companies Act 2013, the SEBI LODR Regulations, the income tax department, and the MCA V3 portal, you are looking at 30+ filings a year — and missing any one of them carries a price tag your board does not want to explain.

This page walks you through what changes for FY 2026-27 (AY 2027-28), what each filing actually requires, what your directors are personally on the hook for, and how we stitch the whole calendar — AGM, MGT-7, AOC-4 XBRL, MR-3, CSR-2, LODR quarterly — into a single workflow so nothing slips through the cracks.

At a Glance

• Who needs this: Every public limited company registered in India — listed or unlisted, profit-making or loss-making.
• Governing law: Companies Act 2013 (Sections 92, 96, 134, 137, 204), SEBI LODR Regulations 2015 (for listed), Ind AS / Schedule III, CSR Rules 2014.
• AGM deadline: Within 6 months of FY end (30 September for an April–March FY); 9 months allowed for the very first AGM.
• MGT-7 deadline: 60 days from AGM date — typically by 29 November for a 30 September AGM.
• AOC-4 / AOC-4 XBRL deadline: 30 days from AGM date — typically by 29 October.
• Secretarial audit (MR-3): Mandatory for every listed company and any public company crossing ₹50 cr paid-up, ₹250 cr turnover or ₹100 cr borrowings.
• Turnaround: 30-45 working days for the AGM cycle once books are closed; LODR filings tracked weekly through the year.

What's New for FY 2026-27

The compliance landscape for public companies has tightened materially over the last 18 months. Here is what your CFO and company secretary need to plan for this year.

• MCA V3 portal stable: All annual forms — AOC-4, MGT-7, MGT-14, DIR-12, DPT-3, CSR-2 — are filed on V3 only. The old V2 portal is fully retired. Director and PCS DSC must be V3-registered before any filing window opens.
• DPDP Act compliance baseline: The Digital Personal Data Protection Act 2023 is now operational. Public companies handling employee, shareholder or customer data need a privacy notice, consent architecture and a Data Protection Officer where qualifying as a Significant Data Fiduciary.
• Dematerialisation extended: Non-small public companies must hold and transfer all securities in demat form. ISIN must be obtained from NSDL or CDSL before any further share allotment or transfer.
• SEBI LODR amendments 2025: Material-event disclosure timelines tightened — 12 hours for board-decided events, 24 hours for others. RPT approval thresholds and the related-party definition expanded.
• BRSR Core for top 1000: Business Responsibility and Sustainability Report core indicators require reasonable assurance for the top 1000 listed entities by market capitalisation.
• CSR-2 separate filing: CSR-2 continues as a standalone form, separate from AOC-4, due by 31 December of the following financial year. Impact assessment reports must be uploaded as attachments where applicable.

Why Public Company Compliance Needs a Different Playbook

A private limited company can run on a quarterly checklist. A public company cannot. Here is why the workload is materially heavier.

• Statutory windows are unforgiving: MCA additional fees of ₹100 per day per form have no upper cap. A four-month delay on MGT-7 alone can cost you over ₹12,000 just in late fees before adjudication penalties enter the picture.
• Director disqualification is automatic: Three consecutive years of default under Section 164(2) and every director on the board is disqualified — across every other company they sit on, public or private.
• XBRL tagging is not optional: Listed companies, companies with turnover ₹100 cr+, paid-up ₹5 cr+, or any subsidiary of a listed company must file AOC-4 XBRL with Schedule III mapped to the MCA taxonomy.
• Secretarial audit is a second pair of eyes: MR-3 by a Practising Company Secretary reviews compliance across the Companies Act, SEBI laws, FEMA and securities-related laws. Adverse remarks must be addressed in the Board's Report.
• LODR runs in parallel: If you are listed, quarterly results, corporate governance reports, shareholding patterns and material-event disclosures need to be filed to stock exchanges on a calendar that runs independent of the MCA cycle.
• Independent director compliance: Independent directors must register on the IICA databank, pass the proficiency self-assessment (where applicable) and submit annual declarations. Missing this triggers immediate disqualification.
• CSR is now traceable end-to-end: From CSR-1 registration of your implementing partner to CSR-2 annual reporting and impact assessment, every rupee of your 2% spend is tracked by the ministry.

How It Actually Works

We work to a fixed calendar that starts on day one of the financial year. Here is the sequence we follow for every public company engagement.

Step 1: Annual Compliance Calendar (1-2 days)

On engagement, we build a forward calendar covering all 30+ filings — AGM, MGT-7, AOC-4, MGT-14, DPT-3, MSME-1, BEN-2, DIR-3 KYC, CSR-2, plus the LODR quarterly stack if listed. Each filing gets an owner, a draft date, a sign-off date and a filing date.

The calendar is shared with the company secretary, CFO and board chair so there is one single view of the year ahead. Any change in directorship, capital structure or auditor immediately triggers a calendar refresh.

Step 2: Books Closure, Audit and Schedule III Drafting (10-15 days)

Trial balance is locked and Ind AS or Indian GAAP adjustments are passed. The statutory auditor completes the audit and issues the audit report with CARO 2020 reporting wherever applicable.

Financials are drafted in Schedule III format — vertical balance sheet, P&L by nature of expense, cash flow on the indirect method, and the full set of notes. The Board's Report under Section 134 is drafted with all annexures including AOC-2, MGT-9 extract where required, and the CSR report.

Step 3: Secretarial Audit and Governance Report (5-7 days)

Where MR-3 applies, a Practising Company Secretary is engaged to review compliance under the Companies Act, SEBI laws, FEMA, depositories regulations, and the major laws specifically applicable to the company's industry.

For listed companies, the corporate governance report under Regulation 27 of LODR is prepared, board and committee composition is verified, RPT registers are reviewed and BEN-1 / BEN-2 filings for significant beneficial owners are checked and updated.

Step 4: AGM Notice, E-Voting and Conduct

AGM notice is issued with 21 clear days. For companies with 1000+ members, e-voting under Section 108 read with Rule 20 is mandatory — we coordinate the e-voting agency, scrutiniser appointment and ballot mechanics.

The AGM is conducted, voting results are tabulated, the scrutiniser issues the report, and voting results are filed in MGT-15. For listed companies, results are also intimated to stock exchanges within the prescribed window.

Step 5: AOC-4 / AOC-4 XBRL and MGT-7 Filing

AOC-4 is filed within 30 days of the AGM with audited financials, Board's Report, auditor's report and CSR-2 annexures. Where XBRL applies, Schedule III is tagged using a specialist tool and validated against the MCA taxonomy.

MGT-7 is filed within 60 days carrying the annual return — share capital details, directors, KMPs, members, indebtedness, RPTs and penalties imposed during the year. MGT-14 is filed for board and shareholder resolutions, DIR-12 for any director changes.

Step 6: Event-Based and Quarterly Filings Through the Year

Through the year, DPT-3 (deposits return) is filed by 30 June, MSME-1 half-yearly for delayed MSME payments, DIR-3 KYC for every director by 30 September, and CSR-2 by 31 December.

For listed companies, quarterly results within 45 days of quarter end (60 days for Q4 with annual audit), shareholding pattern within 21 days, corporate governance report within 21 days, and material-event disclosures within 12-24 hours.

Step 7: Penalty and Adjudication Defence

Where defaults have already occurred, we handle adjudication proceedings under Section 454, condonation of delay applications under Section 460, Section 164(2) disqualification revival and ROC scrutiny responses.

The objective is to limit financial and personal exposure for directors and officers, document the remediation and put a fresh calendar in place so the same defaults do not repeat.

A Real Example: An Unlisted Public Company with ₹120 Crore Turnover

Take a public limited company with a 31 March FY end, ₹120 crore turnover, ₹40 crore paid-up capital, and outstanding bank borrowings of ₹110 crore. It is not listed. Here is what the calendar looks like.

• AGM: Held on 26 September 2026 — within the 30 September deadline. 21 clear days notice issued on 5 September with the Board's Report, audited financials and AGM agenda.
• AOC-4 XBRL: Filed on 22 October 2026 — within 30 days of AGM. XBRL tagging required because turnover exceeds ₹100 crore. CSR-2 attached as a separate filing in December.
• MGT-7: Filed on 18 November 2026 — within 60 days of AGM. Certified by a Practising CS because paid-up exceeds ₹10 crore and turnover exceeds ₹50 crore.
• MR-3 Secretarial Audit: Mandatory because borrowings exceed ₹100 crore. PCS engaged in July, report finalised before the Board's Report was approved on 28 August.
• DPT-3, MSME-1, DIR-3 KYC, DPT-3: Filed on calendar. CSR-2 due 31 December 2026 because Section 135 applies (net profit exceeds ₹5 crore for the preceding FY).
• Late-fee exposure: Zero. Adjudication exposure: zero. Director disqualification risk under Section 164(2): eliminated.

The same company missing just MGT-7 by four months would have paid ₹12,000+ in MCA late fees and faced adjudication of up to ₹5,00,000 on the company and separate penalties on every officer-in-default — apart from the reputational hit on the board.

The cost of compliance is always lower than the cost of non-compliance. Late fees have no upper cap; adjudication penalties hit the company and every officer separately.

Annual Compliance Stack — What Gets Filed Through the Year

Beyond the AGM cycle, a public company's calendar is dotted with filings that are easy to miss. Here is what we track and file on your behalf.

• DPT-3 (deposits return): Filed by 30 June every year covering all loans and amounts received that are not classified as deposits. Even nil filings are mandatory.
• MSME-1 (half-yearly): Filed by 30 April and 31 October for payments to MSME suppliers outstanding beyond 45 days.
• DIR-3 KYC: Filed by 30 September every year for every director holding a DIN. Default leads to DIN deactivation and a ₹5,000 reactivation fee.
• BEN-2 (Significant Beneficial Owner): Filed within 30 days of receiving a BEN-1 declaration from any individual holding 10%+ indirect control.
• CSR-2: Filed by 31 December of the following FY where Section 135 applies. Impact assessment attached where the project is ₹1 crore+ and average CSR spend is ₹10 crore+.
• MGT-14: Filed within 30 days of every board or shareholder resolution that falls under Section 117(3), including approval of financial statements and Board's Report.
• AOC-2: Annexed to the Board's Report disclosing all related-party transactions not in the ordinary course or not on arm's-length basis.

Where It Goes Wrong

After many years of handling public company compliance, the same set of mistakes show up again and again. Avoid these and you avoid 90% of the trouble.

• Treating AGM as a formality: Inadequate notice period, missing scrutiniser, no e-voting where applicable — any one of these can invalidate the AGM and the resolutions passed.
• Filing AOC-4 instead of AOC-4 XBRL: If you cross the XBRL threshold even once, you are locked into XBRL for every subsequent year. Filing the plain form is treated as a defective filing.
• Ignoring independent director databank registration: An independent director who is not on the IICA databank is technically not qualified to act. Resolutions passed with their participation can be challenged.
• Skipping MR-3 when borrowings cross ₹100 crore: The threshold catches many companies by surprise mid-year when they tap a new bank line. MR-3 becomes mandatory from that FY, not the next.
• Forgetting CSR-2 because CSR was already disclosed in the Board's Report: Board's Report disclosure and CSR-2 filing are two different obligations. Both are mandatory.
• Late dematerialisation: Non-small public companies cannot allot or transfer shares without an ISIN. Many companies discover this when a fundraise stalls at the registrar.
• Director KYC in September rush: DIN deactivation is automatic from 1 October. A deactivated director cannot sign any e-form, including the very form that would have prevented the deactivation.
• Missing material-event disclosure timelines on LODR: 12 hours for board-decided events is genuinely tight. A delayed disclosure invites SEBI fines and stock exchange penalties on top of LODR adjudication.

What You Receive at the End

• Filed AOC-4 / AOC-4 XBRL with SRN, challan and acknowledgement
• Filed MGT-7 with SRN, challan, PCS certification and acknowledgement
• Signed Board's Report under Section 134 with all statutory annexures
• Signed MR-3 secretarial audit report (where applicable) annexed to the Board's Report
• AGM minutes book, scrutiniser's report and MGT-15 filing acknowledgement
• Director KYC, BEN-2, DPT-3, MSME-1, CSR-2 filing acknowledgements
• Updated statutory registers — members, directors, charges, RPT, SBO
• Annual compliance calendar for the next FY with owner and date columns
• LODR quarterly filings package (for listed companies) with stock-exchange acknowledgements
• Disqualification status report for every director under Section 164(2)

How to Get Started

Share your CIN, latest signed financials and a copy of last year's MGT-7 and AOC-4. Within two working days, we will send back a forward compliance calendar for FY 2026-27 with every filing date, owner and a fixed-fee quote covering the full year.

If you are already in default — missed AOC-4, MGT-7, or facing a Section 164(2) disqualification notice — share the ROC correspondence and we will build a remediation plan covering condonation, adjudication response and a clean filing for the current year. The objective is always the same: get the company current, protect the directors, and put a calendar in place that prevents a repeat.