Public Limited Company Annual Compliance: Calendar, Forms and Penalties
A public limited company must hold at least 4 board meetings a year, hold its AGM within 6 months of year-end, get its accounts audited, file AOC-4 within 30 days of the AGM and MGT-7 within 60 days of the AGM. Directors file DIR-3 KYC every third year. Late AOC-4 and MGT-7 carry an additional fee of ₹100 a day.
What annual compliance does a public limited company have?
A public limited company has a fixed yearly cycle: board meetings, an AGM, a statutory audit, and two ROC filings after the AGM. Some further items switch on only when the company crosses size thresholds.
Say Nikhil runs a Bengaluru manufacturing company that became public two years ago, with a March year-end and paid-up capital well below ₹10 crore. His calendar has four board meetings, an audit, an AGM by 30 September, and AOC-4 and MGT-7 filed after it. He does not yet need a whole-time company secretary or an independent director. Once paid-up capital, turnover or borrowings cross the thresholds later in this guide, that changes.
This guide covers the calendar in general. A newly incorporated company has a few extra first-year steps, which come first below. If you are still choosing a structure, compare the load in public limited vs private limited company.
What are the first-year filings after incorporation?
In its first year a public company has three time-bound tasks: hold the first board meeting within 30 days, appoint the first auditor within 30 days, and file INC-20A within 180 days.
- First board meeting. Must be held within 30 days of incorporation under Section 173.
- First auditor. The board appoints the first auditor within 30 days of registration. If it does not, an EGM must be called to do it, within 90 days.
- INC-20A (commencement of business declaration). A director declaration within 180 days of incorporation that every subscriber has paid the value of the shares they agreed to take. It applies to companies with share capital incorporated on or after 2 November 2018, and public companies are not exempt. Missing it attracts a penalty on the company (₹50,000 as widely reported) and daily penalties on defaulting officers, and the Registrar may strike the company off. Confirm current amounts with your CA.
The steps before this, from SPICe+ to certificate, are in the registration process and timeline guide.
What is the public limited company compliance calendar?
Assuming a 31 March year-end, the yearly calendar runs from the board meetings through to the ITR filing in October. The table lists each item with its trigger, and the dates below hold as of September 2026 but should be re-confirmed with your CA each year.
| Item | Requirement | Typical timing |
|---|---|---|
| Board meetings | At least 4 a year, no more than 120 days apart | Spread across the year; 7 days’ notice |
| Statutory audit | Audit of financial statements every year | Before the AGM |
| AGM (Annual General Meeting) | First AGM within 9 months of the first year-end; later AGMs within 6 months of year-end | By 30 September for a March year-end |
| AOC-4 | Financial statements filed with the Registrar | Within 30 days of the AGM |
| MGT-7 | Annual return | Within 60 days of the AGM |
| MGT-14 | Special resolutions filed with the Registrar | Within 30 days of passing |
| DPT-3 | Return of deposits and certain loans | By 30 June (widely reported) |
| MSME-1 | Half-yearly return where applicable | Half-yearly |
| Income-tax return (ITR-6) | Company return in audit cases | 31 October (widely reported) |
AOC-4 is the e-form for filing financial statements, and MGT-7 is the e-form for the annual return. The DPT-3, MSME-1 and ITR-6 dates come from secondary sources rather than an official schedule we could open, so treat them as reported and confirm applicability.
When must a public limited company hold its AGM?
A public company must hold its AGM within 6 months of the financial year-end, so by 30 September for a March year-end, and no more than 15 months may pass between two AGMs.
The first AGM has more room: within 9 months of the end of the first financial year. The Registrar can extend the time for later AGMs by up to 3 months, but not the first AGM. An extension is an exception to plan around, not a routine option.
AOC-4 and MGT-7 clocks both start from the AGM date, so a late AGM delays every filing after it. If accounts are not ready, do not push the AGM without a plan. Some proposals in the pending Corporate Laws (Amendment) Bill 2026, such as virtual or hybrid AGMs, are not law as of the last status we could verify, so do not rely on them.
Ask a CA on a free callback what annual support is available for a public company.
Request a callback →What audit and director filings apply each year?
A public company needs a statutory audit every year, and each director must keep their DIN KYC current. The auditor is generally appointed for a term running until the sixth AGM, roughly five years, with ADT-1 filed on each appointment.
- Auditor appointment. File ADT-1 when an auditor is appointed. Annual ratification at each AGM was abolished in 2018.
- Auditor rotation. Rotation rules apply to unlisted public companies with paid-up capital of ₹10 crore or more, among others.
- DIR-3 KYC. The annual director KYC was replaced from 31 March 2026. Every DIN holder now files KYC by 30 June of every third consecutive financial year, and directors already KYC’d have their next filing due 30 June 2028. Changes in mobile number, email or address must be reported within 30 days.
Many blogs still say director KYC is annual. As of September 2026 that is out of date, but confirm your own due date with your CA.
Which extra requirements kick in as the company grows?
Several requirements apply only after a public company crosses size thresholds, so a small unlisted public company can skip them until then.
| Requirement | Applies to an unlisted public company when |
|---|---|
| Independent directors (minimum 2) | Paid-up capital ₹10 crore or more, or turnover ₹100 crore or more, or loans, debentures and deposits above ₹50 crore |
| Audit and nomination-and-remuneration committees | Same triggers as above |
| Woman director | Paid-up capital ₹100 crore or more, or turnover ₹300 crore or more |
| Whole-time key managerial personnel, including a company secretary | Paid-up capital ₹10 crore or more |
Secretarial audit and CSR obligations also exist for larger companies, but the thresholds are moving or reported inconsistently, so ask your CA whether either applies. Detailed thresholds and who-needs-what are in the public limited company requirements guide.
What happens if you miss a deadline?
Late filing of AOC-4 or MGT-7 carries an additional fee of ₹100 for every day of delay, and separate penalties can apply to the company and its officers in default.
The daily fee sounds small, but it keeps accruing for every day the form is outstanding, so a long-overdue company can end up with a large bill. Other defaults carry penalties whose amounts depend on the section, so we do not list them here. INC-20A is the exception noted above: the company penalty is much larger and the Registrar can strike the company off.
The practical rule is to keep the calendar in one place and set reminders at least 30 days ahead of each date. If you have missed something, file it and ask your CA about the condonation options available; do not wait until the next cycle.
Can Shunya handle your annual compliance?
Shunya’s registration package is for incorporation, and the Public Limited page describes the outcome as a Certificate of Incorporation, PAN and TAN, ready for a bank account and for you to set up your compliance calendar. It does not describe ongoing annual filings as part of that package.
If you want help with the yearly cycle, ask your CA on the free callback what is available and how it is priced. A practising Chartered Accountant reviews every filing Shunya does. Shunya’s professional fee for a new registration is ₹1,999, excluding government fees, stamp duty, DSC issuer charges and other third-party costs.
Start from the Public Limited registration page, or call or WhatsApp +91 80809 18797.
How many board meetings must a public limited company hold?
At least 4 a year, with no more than 120 days between two meetings, and 7 days' notice for each. Video conferencing is allowed. The relaxed schedule of one meeting per half-year is only for OPCs, small companies and dormant companies, and a public company cannot be a small company.
When is the AGM due for a public limited company?
Within 6 months of the financial year-end, so by 30 September for a March year-end. The first AGM is due within 9 months of the end of the first financial year. No more than 15 months may pass between two AGMs, and the Registrar can extend later AGMs by up to 3 months.
What are the AOC-4 and MGT-7 due dates?
AOC-4, the financial statements form, is due within 30 days of the AGM. MGT-7, the annual return, is due within 60 days of the AGM. Late filing of either carries an additional fee of 100 rupees per day of delay, plus possible penalties on the company and officers in default.
How often is DIR-3 KYC required now?
From 31 March 2026, every DIN holder files KYC by 30 June of every third consecutive financial year instead of annually. Directors already KYC'd have their next filing due 30 June 2028. Changes in mobile number, email or address must be reported within 30 days. Confirm your date with your CA.
Is a company secretary mandatory for a public limited company?
Only past a threshold. A public company with paid-up capital of 10 crore rupees or more must appoint a whole-time company secretary and other key managerial personnel. Below that, an unlisted public company has no mandatory whole-time company secretary, though it may still hire professionals for secretarial filings.
Does a public limited company need an audit every year?
Yes. A statutory audit is mandatory every year for a public company, whatever its turnover. The auditor is appointed for a term running until the sixth AGM, about five years, and ADT-1 is filed on each appointment. Audited accounts are approved before the AGM and filed in AOC-4.
This article is for general information only. For your specific situation, consult a practicing CA.
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