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Public Limited Company Compliance in India – Annual Filings (AOC-4 / MGT-7), Board Meetings, AGM, Audit Committee, Independent Directors, Sec 117 Resolutions, DPT-3 Deposits, SEBI LODR & Income-Tax under Companies Act 2013
A Public Limited Company — defined under Section 2(71) of the Companies Act 2013 — is a company that is not a private company, has a minimum of 7 members, no upper cap on members, minimum 3 directors, and (for listed entities) is governed additionally by the SEBI (LODR) Regulations 2015. Public Limited Companies operate under the most extensive compliance regime in Indian corporate law — covering board governance, independent and woman directors, audit committee, NRC, CSR (Sec 135), related-party transactions (Sec 188), deposits (Sec 73 / DPT-3), and (for listed cos) quarterly disclosures, postal-ballot e-voting, and Reg 30 / 33 / 36 LODR filings.
Public-co compliance includes mandatory annual filings of Form AOC-4 / AOC-4 XBRL (financials), Form MGT-7 (annual return), Form MGT-14 (special resolutions and Sec 117 resolutions), Form ADT-1 (auditor appointment), Form DPT-3 (deposits / loans return by 30 June), Form CRA-2 / CRA-4 (cost audit), and Form MSME-1 (MSME outstanding return). Listed companies additionally file quarterly results (Reg 33), shareholding pattern (Reg 31), corporate governance reports (Reg 27), and 30+ event-based disclosures under Reg 30. Our Public Limited Company compliance services cover the full lifecycle — board / committee governance, annual / event-based ROC filings, SEBI LODR (listed), audit, income-tax, secretarial audit (MR-3), and CSR / RPT compliance.
Sec 2(71)
Companies Act 2013
Min 7 / 3
Members / Directors
4 Board Mtgs
Per Year, <120-Day Gap
AGM Mandatory
Annual + Sec 96
Laws & Forms We Work With
Companies Act 2013
Sec 2(71) – Definition
Sec 96 – AGM
Sec 117 / 179 – Resolutions
Sec 135 – CSR
Sec 149 – Composition
Sec 173 – Board Mtgs
Sec 188 – RPT
Form AOC-4 / MGT-7
Form MGT-14 / ADT-1
Form DPT-3 / MSME-1
SEBI LODR 2015
Sec Audit (MR-3)
SS-1 / SS-2 (ICSI)
Public-Co Compliance Buckets We Handle
Annual MCA
Annual ROC Filings
Mandatory yearly filings — AOC-4 / AOC-4 XBRL (within 30 days of AGM), MGT-7 (within 60 days of AGM), MGT-14 (special resolutions), ADT-1 (auditor), DPT-3, MSME-1.
- AOC-4 / AOC-4 XBRL
- MGT-7 annual return
- MGT-14 resolutions
- ADT-1 auditor
- DPT-3 by 30 June
- MSME-1 half-yearly
Board / AGM
Board / AGM Governance
Min 4 board meetings per year (gap < 120 days), AGM by 30 September, EGM as needed; SS-1 / SS-2 compliance, notice / minutes / attendance, statutory registers under Sec 88 / 170.
- Sec 173 board cadence
- Sec 96 AGM
- SS-1 / SS-2 ICSI
- Notice + explanatory note
- Minutes + attendance
- Statutory registers
Composition
Board Composition (Sec 149)
Min 3 directors, max 15 (extendable), at least 1 resident director, woman director where applicable, independent directors for prescribed public / listed companies, IICA databank ID.
- Min 3, max 15
- 1 resident director
- Woman director
- Independent directors
- IICA databank ID
- Sch IV code of conduct
Committees
Audit / NRC / Stakeholder
Audit Committee (Sec 177), NRC (Sec 178), Stakeholders Relationship Committee, CSR Committee (Sec 135) — composition, charter, minutes, and meeting cadence as prescribed.
- Audit Committee
- NRC
- Stakeholders Committee
- CSR Committee
- Risk Management Committee
- Independent-director majority
CSR (Sec 135)
CSR Compliance
For companies meeting net worth ₹500 cr / turnover ₹1,000 cr / net profit ₹5 cr threshold — CSR Committee, CSR policy, 2% spend, Form CSR-1 (NGO registration), Form CSR-2 (annual).
- Threshold check
- CSR Committee
- 2% net-profit spend
- Form CSR-1
- Form CSR-2 annual
- Unspent CSR account
DPT-3 / Deposits
Deposits & Loans Return
Annual Form DPT-3 by 30 June — outstanding loans / advances / deposits as on 31 March; covers private + public cos; Sec 73 / 76 deposits framework; auditor certification.
- 30 June deadline
- Sec 73 / 76 deposits
- Loans / advances disclosure
- Auditor certification
- Trust deed (if applicable)
- Liquid asset deposits
SEBI LODR
Listed-Co. LODR Compliance
For listed public cos — quarterly results (Reg 33), shareholding pattern (Reg 31), corporate governance (Reg 27), Reg 30 event-based disclosures, postal-ballot e-voting.
- Reg 27 / 30 / 31 / 33
- Quarterly filings
- Postal ballot / e-voting
- Insider-trading disclosures
- Reg 17 board composition
- Stock-exchange uploads
Secretarial Audit
Sec 204 Secretarial Audit (MR-3)
Mandatory for every listed company and prescribed public companies (paid-up ₹50 cr / turnover ₹250 cr / outstanding loans ₹100 cr) — annual MR-3 audit by practising CS, attached to AOC-4.
- Sec 204 trigger
- Threshold check
- Practising CS audit
- MR-3 report
- Annexure to Director's Report
- AOC-4 attachment
Key Concepts in Public-Co Compliance
Sec 2(71)
Public Company Definition
"Public company" means a company that is not a private company, with min 7 members and min 3 directors; subsidiary of a public company is also a public company even if its AOA restricts share transfer.
7 / 3
No Member Cap
Sec 96
AGM Mandate
Every company (other than OPC) must hold AGM each year — first AGM within 9 months of first FY end, subsequent AGMs within 6 months of FY end (i.e., by 30 September), max 15-month gap.
30 Sep
15-Month Gap
Sec 173
Board Meetings
Minimum 4 board meetings per FY with a gap not exceeding 120 days between two meetings; first board meeting within 30 days of incorporation.
4 / Year
120-Day Gap
Sec 117
MGT-14 Resolutions
Special resolutions and certain board resolutions (Sec 179(3)) must be filed in Form MGT-14 within 30 days of passing; failure attracts heavy penalties under Sec 117(2).
30 Days
MGT-14
Sec 135
CSR Threshold
CSR mandatory for companies meeting net worth ₹500 cr or turnover ₹1,000 cr or net profit ₹5 cr (any one) — 2% spend of average net profit of last 3 FYs; Schedule VII activities.
2% Spend
Schedule VII
Sec 149
Independent / Woman Director
Listed cos: at least 1/3rd independent directors + 1 woman director; specified public cos (paid-up ₹10 cr / turnover ₹100 cr / borrowings ₹50 cr): 2 independent directors; top 1000 listed: independent woman director.
1/3rd ID
Woman Director
Sec 188
Related-Party Transactions
RPTs require board approval; specified RPTs above prescribed thresholds (10% of turnover / net worth / paid-up) require shareholder approval by ordinary resolution; SEBI LODR has additional requirements for listed cos.
Sec 188
Material RPT
Sec 204
Secretarial Audit (MR-3)
Mandatory for every listed company and prescribed public companies (paid-up ₹50 cr / turnover ₹250 cr / borrowings ₹100 cr) — annual MR-3 secretarial audit by practising CS, attached to AOC-4 / Director's Report.
MR-3
Practising CS
Our Public-Co Compliance Services
Annual ROC Filings
End-to-end AOC-4 / AOC-4 XBRL, MGT-7, MGT-14, ADT-1, DPT-3, MSME-1, and CRA-2 / CRA-4 filings — drafting, attachments, certification, and SRN closure.
Board / AGM Governance
Drafting agenda / notice / explanatory statement, minutes, attendance, voting / scrutiniser report — full SS-1 / SS-2 compliance for board meetings and general meetings.
Committee Setup & Operations
Audit / NRC / Stakeholders / CSR / Risk Management Committee — terms of reference, composition, charter, meeting cadence, minutes, and Sec / Reg 18-21 LODR alignment.
Independent Director Onboarding
IICA databank registration, Sec 149(6) eligibility test, Sch IV code, performance evaluation framework, declarations of independence.
CSR Compliance (Sec 135)
Threshold mapping, CSR policy drafting, CSR Committee minutes, CSR-1 / CSR-2 filings, unspent-CSR account, ongoing-project compliance, and impact assessment.
RPT Framework (Sec 188)
Related-party policy, board / audit-committee approvals, omnibus approvals, shareholder approval for material RPTs, register of contracts (MBP-4), and disclosures.
DPT-3 & Deposits
Annual DPT-3 by 30 June, Sec 73 / 76 deposits framework, auditor certification, deposit-trust-deed (where applicable), liquid-asset deposit compliance.
SEBI LODR Compliance (Listed)
Quarterly results (Reg 33), shareholding (Reg 31), corporate governance (Reg 27), Reg 30 event disclosures, insider-trading code, postal-ballot e-voting, scrutiniser reports.
Sec 204 Secretarial Audit
MR-3 secretarial audit by practising CS — annual review of compliance with Co Act, SEBI, FEMA, depository, and other applicable laws; annexure to Director's Report.
Income-Tax (ITR-6)
Annual ITR-6, advance tax, Sec 115BAA / 115BAB option (22% / 15%), MAT / AMT, transfer pricing (Form 3CEB), and tax audit (3CA / 3CD).
DIR-3 KYC & Statutory Registers
Annual DIR-3 KYC for all directors, registers under Sec 88 / 170 (members, directors, charges, contracts, beneficial owners), and SBO disclosures (Form BEN-2).
Belated & Arrears Cleanup
Multi-year arrears, additional-fee penalty quantification, compounding under Sec 441, MGT-14 belated filings, MR-3 retrospective certification, and clean compliance reset.
When You Need Public-Co Compliance Support
Just Incorporated as Public Co
Fresh public company — first board meeting within 30 days, ADT-1 auditor appointment, statutory registers, first AGM, and first-year compliance roadmap.
Annual Filing Window
April–November every year — board meetings, audit, AGM by 30 September, AOC-4 / MGT-7 within 30 / 60 days, DPT-3 by 30 June, ITR-6 by 31 October.
Crossed Sec 149 / 135 Thresholds
Crossed paid-up / turnover / borrowings thresholds triggering independent directors / CSR / secretarial audit — composition refresh and policy implementation.
IPO / Listing Preparation
Pre-IPO restructure — board reconstitution, audit / NRC / SRC committees, RPT policy, ICDS, DRHP secretarial inputs, SEBI LODR readiness.
Major Resolution Event
Special resolution under Sec 117 (loan / borrowing / RPT / capital change) — MGT-14 within 30 days of passing; missed filing attracts heavy penalty.
Listed-Co. Quarterly Cycle
Quarter-end — Reg 33 results within 45 days (60 for Q4 with audit), Reg 31 shareholding within 21 days, Reg 27 corporate governance within 21 days.
Multi-Year Arrears
Missed AOC-4 / MGT-7 / MGT-14 for 2+ years — heavy additional fees, Sec 164(2) director disqualification risk, compounding under Sec 441.
Investor / Lender Diligence
VC / PE / lender / acquirer requesting last 3-5 years of MCA filings, secretarial-audit reports, board minutes — gap-cure, restated agreements, compounding.
Documents Needed for Public-Co Compliance
Company Records
- CIN / Certificate of Incorporation
- MOA & AOA
- Statutory registers (Sec 88 / 170)
- Board / committee minutes
- AGM / EGM minutes
- Last filed AOC-4 / MGT-7 SRN
- PAN / TAN / GST / IEC
Director / KMP / Members
- DIN of all directors
- DIR-3 KYC status
- Class 3 DSC of signing director
- Independent-director declarations
- MBP-1 interest disclosures
- Member list (BENPOS)
- SBO BEN-1 / BEN-2 trail
Financial / Tax / Audit
- Audited financial statements
- Audit report + 3CA / 3CD
- Cost-audit (CRA-3) if applicable
- Sec audit MR-3 (if applicable)
- TDS / GST returns
- Loan / charge register
- RPT register (MBP-4)
Our Public-Co Compliance Engagement Process
1
Diagnostic & Calendar
Past-filing health-check, threshold mapping (Sec 135 / 149 / 204), DIR-3 KYC, audit applicability, and 12-month compliance calendar.
2
Governance & Committees
Board cadence, AGM planning, audit / NRC / CSR / SRC committee setup, independent-director onboarding, and SS-1 / SS-2 alignment.
3
Audit & Tax
Statutory + tax + secretarial + cost audit (where applicable), ITR-6, advance tax, TDS / TCS, GST returns, and transfer pricing.
4
ROC + LODR Filings
AOC-4 / MGT-7 / MGT-14 / ADT-1 / DPT-3 / MSME-1 / CSR-2 / BEN-2 / DIR-3 KYC; LODR Reg 27 / 30 / 31 / 33 (listed); SRN tracking.
5
Closure & Continuity
SRN approvals archived, registers refreshed, retainer rolled to next FY, threshold monitoring, and event-based filings on demand.
Why Choose Us for Public-Co Compliance
✓
End-to-end public-co retainer
✓
SEBI LODR specialists (listed)
✓
Secretarial audit (MR-3)
✓
CSR / RPT / Sec 117 experts
✓
Independent-director onboarding
✓
DPT-3 / MSME-1 / CSR-2
✓
Belated / arrears cleanup
✓
Pre-IPO secretarial readiness
FAQs on Public Limited Company Compliance
What is a public limited company?
A company defined under Section 2(71) of the Companies Act 2013 that is not a private company.
What is the minimum membership and directorship?
Minimum 7 members and 3 directors, with at least one resident director.
Which annual forms must a public company file?
AOC-4 within 30 days of AGM and MGT-7 within 60 days of AGM, plus MGT-14, ADT-1, DPT-3, and others as applicable.
How many board meetings are required?
At least four board meetings per financial year with a gap not exceeding 120 days.
When is AGM due?
By 30 September each year, within 6 months of the financial year close.
When does CSR become applicable?
On crossing net worth ₹500 cr, turnover ₹1,000 cr, or net profit ₹5 cr in the immediately preceding FY.
When is secretarial audit (MR-3) mandatory?
For every listed company and prescribed public companies meeting paid-up, turnover, or borrowing thresholds.
What is Form MGT-14?
The form for filing special resolutions and Sec 117 / 179 board resolutions with the ROC within 30 days.
When is Form DPT-3 due?
Annually by 30 June, reporting outstanding loans / advances / deposits as on 31 March.
Are listed companies subject to SEBI LODR?
Yes — quarterly results, shareholding, governance, and event-based disclosures under SEBI LODR Regulations 2015.
Public-Co Filings Done. Governance Strong. Compliance Future-Proofed.
Partner with our company-secretarial specialists for end-to-end public-company compliance — board / committee governance, AOC-4 / MGT-7 / MGT-14, CSR, RPT, secretarial audit, and SEBI LODR for FY 2026–27.
Talk to a Public-Co Compliance Expert