ROC Annual Compliance Calendar for a Public Limited Company
This blog explains the annual compliance requirements for public limited companies under the Companies Act, 2013, along with amendments up to March 2025. The law places public companies under a detailed reporting framework. Even a subsidiary of a non-private company is treated as a public company, regardless of what its articles say.
Over the years, new filings such as MSME-1, BEN-2 and mandatory dematerialisation of shares have been added. Since 2014, the accounting and compliance workload for public companies has grown, and no exemptions have been granted to them.
What Makes a Company “Public” in India?
A public company in India is one that offers its shares to the general public and operates under the rules of the Companies Act, 2013. Anyone may buy its shares through an IPO or on the stock market, and the shareholders’ liability is limited to the amount they invest. Because its ownership is open to the public, the company must follow strict regulations and regularly disclose its financial position.
Key Features
- No minimum capital requirement
- Mandatory dematerialisation of all shares (from 2 October 2018)
- Secretarial audit applies after crossing specified limits
- Minimum seven members
- Quorum for general meetings: at least five members
- Loans to directors and their relatives are prohibited
- MGT-14 is required for resolutions under Section 179(3)
- Provisions for KMP, MD and WTD apply
- Director remuneration capped under Section 197
Public companies carry greater scrutiny, so the legal calendar plays a big role in day-to-day management.
Major Changes Affecting Public Companies
Three areas have seen the most significant updates:
- Directors’ Report
Public companies must follow Section 134 and other linked provisions across several laws. The report is lengthy and requires careful disclosures.
- Annual Return (MGT-7)
A Company Secretary must sign this form. It covers governance details, shareholding, certifications, compliance matters and more.
- Secretarial Standards
Since October 2017, all board and shareholder meetings must follow the revised versions of Secretarial Standards (SS-1 and SS-2). This increases documentation and record keeping.
You can also refer to a detailed guide on Form MGT-7 if you want a clearer understanding of how the annual return is prepared and filed: Form MGT-7 Overview: Purpose, Applicability, and Key Deadlines
ROC Annual Compliance Calendar for Public Limited Companies
The financial year is divided into four quarters, and each quarter comes with its own set of routine compliance tasks.
Quarter 1: April to June
Key Compliances
| Form | Section | Purpose | Compliance Requirements |
| MBP-1 | 184(1) | Every director must disclose his interests in other entities at the first board meeting of each financial year | Every director must submit a new MBP-1 to the company whenever his interests change. MBP-1 is not filed with the ROC. |
| DIR-8 | 164(2) | Every director must submit a non-disqualification declaration to the company | Filed annually with the company |
| MSME-1 (Half Yearly Return) | Section 405 | Delay in payment to an MSME vendor must be reported through a half-yearly return, covering all dues pending for more than half a year | April 30 (Oct–Mar) and October 31 (Apr–Sep) |
| PAS-6 (Half Yearly Return) | Rule 9A(3) | Half-yearly share capital reconciliation report audited and filed with ROC | Within 60 days from the end of each half-year, i.e., May 30 (Oct–Mar) and November 29 (Apr–Sep) |
| DPT-3 | Section 73 | The company must file this return every year by 30 June, reporting all deposits and amounts not treated as deposits as on 31 March | Due by June 30 |
This quarter focuses on disclosures, share capital reconciliation, and reporting unpaid MSME dues.
Quarter 2: July to September
Core Tasks
Public companies move into the preparation and approval stages during this period.
| Activity | Legal Basis | Compliance Requirements |
| Preparation and approval of financial statements | Section 134 | Must include auditors’ report |
| Drafting of Directors’ Report | Section 134 | Signed by chairperson or authorised directors |
| Holding of AGM | Section 96 | Must be held within six months of the financial year end |
| Filing MGT-14 for board resolutions | Section 117 | Filed within 30 days (including the day of passing the board resolutions) |
| Circulation of AGM notice | Section 101, SS-II | Sent to members, directors, auditors, and debenture trustees |
| Circulation of financial statements | Section 136 | Sent 21 clear days before AGM |
| DIR-3 KYC | Rule 12A | Every director must file by September 30 |
By the end of September, companies finish their books, prepare the required documents, and complete director KYC by filing DIR-3 on time.
Quarter 3: October to December
Annual ROC Filing Season
| Form | Section | Purpose | Deadline | Requirements |
| AOC-4 | Section 137 | Filing audited financial statements | Within 30 days of AGM (including the day of AGM) | Financial Statement Filing Requirements The company must file its financial statements within 30 days of the Annual General Meeting. The filing includes: Balance SheetStatement of Profit and LossCash Flow StatementDirectors’ ReportAuditors’ ReportNotice of the AGM |
| MGT-7 | Section 92 | Annual return | Within 60 days of AGM (including the day of AGM) | The return covers the period from 1 April to 31 March. For every public company, the Annual Return must be signed by a Company Secretary in practice or in employment. |
| MGT-8 | Section 92 | Certification of Annual Return | Required for public companies with capital ≥ Rs 10 crore or turnover ≥ Rs 50 crore | Must be signed by a Practicing Company Secretary (PCS), confirming that the annual return meets the requirements of the Companies Act |
This is the busiest filing window. Companies submit audited financials, annual returns, and certifications.
Quarter 4: January to March
This quarter does not involve new filings, but two obligations still apply.
Continuing Requirements
| Requirement | Legal Basis | Compliance Requirements |
| Minimum of four board meetings a year | Section 173 | Max gap of 120 days |
| Maintenance of statutory registers | Section 88 and others | Maintain the following mandatory Registers: Register of Directors Register of Directors’ ShareholdingRegister of MembersRegister of TransfersRegister of Related Party TransactionsAny other statutory registers required under the Act |
| Reporting of the auditor appointment | Section 139 | An auditor is appointed for a five-year term, and the company must file Form ADT-1 within fifteen days of the AGM (including the day of AGM) to record this appointment. |
Even without new filings, the company must keep statutory records updated. For a clearer view of auditor appointments, due dates, and penalties, you can go through this detailed guide on Form ADT-1 and its filing requirements.
Limit-Based and Event-Driven Compliance for a Public Company
Some obligations arise only when the company crosses certain thresholds or undergoes changes.
Threshold-Based Forms
| Form | Section | Reason to File |
| MR-1 | 196 | Appointment or re-appointment of MD, WTD, Manager or KMP |
| MGT-14 | 117 | Change in terms of appointment of MD |
| DIR-12 | 149 | Appointment of Independent Director |
| DIR-12 | 149 | Appointment of Woman Director |
| MGT-14 | 138 | Appointment of Internal Auditor |
Secretarial Audit (MR-3)
Mandatory for:
- All listed companies
- Unlisted public companies with:
- Paid-up capital of Rs 50 crore or more
- Turnover of Rs 250 crore or more
- Outstanding loans or borrowings of Rs 100 crore or more
The report forms part of the Directors’ Report.
Why These Compliances Matter for a Public Company
The Companies Act keeps public companies on a tighter leash. These filings ensure:
- Accurate reporting
- Better governance
- Higher investor confidence
- Lower regulatory risk
- Transparent decision-making
They also protect the company from penalties and disqualification risks.
Conclusion
Public companies deal with a long list of forms, approvals and filings every year. Our experts at LegalWiz offer guidance, documentation support and timely submissions, helping companies stay compliant without stress. With a steady accounting and compliance partner, companies can focus on operations while meeting every legal requirement on time.
Frequently Asked Questions
Are these compliances mandatory for unlisted public companies as well?
Yes. Listing status does not change the obligations under the Companies Act.
What is the most important deadline in the annual compliance cycle?
AOC-4 and MGT-7 deadlines are critical because they carry high penalties for late filing.
Is MGT-14 required for every board resolution?
No. It is required for resolutions listed under Section 179(3) and other applicable rules.
Does every public company need a secretarial audit?
Only companies crossing the prescribed limits must file MR-3. Listed companies must file it regardless of size.
What happens if the company misses DPT-3?
Late filings may attract financial penalties and increased scrutiny from authorities.
Can a company outsource its ROC compliance completely?
Yes. Many public companies hire professionals like LegalWiz for full-cycle compliance support.
Sapna Mane
Sapna Mane is a skilled content writer at LegalWiz.in with years of cross-industry experience and a flair for turning legal, tax, and compliance chaos into clear, scroll-stopping content. She makes sense of India’s ever-changing rules—so you don’t have to Google everything twice.
