Mandatory Annual Compliances for Public Limited Companies in India

Mandatory Annual Compliances for Public Limited Companies in India. A Public Limited Company is one of the most popular forms of business structure in India, particularly for enterprises that wish to raise capital from the public. Unlike private companies, a public limited company has the ability to issue shares to the public and may even list itself on stock exchanges if it meets the eligibility requirements. However, this structure comes with increased responsibilities. Public companies are subject to stricter compliance requirements to ensure transparency, accountability, and protection of shareholders’ interests. These compliances are laid down under the Companies Act, 2013, along with allied laws such as the Income-tax Act, 1961, the Goods and Services Tax (GST) framework, and the regulations of the Securities and Exchange Board of India (SEBI).
The mandatory annual compliances is important because failure to meet them can attract heavy penalties, disqualification of directors, and even prosecution. In this article, we will take a detailed look at the various annual compliances that every public limited company in India must follow, with references to the relevant provisions of law.
Annual General Meeting (AGM)
One of the most important compliance requirements for a public limited company is the holding of an Annual General Meeting, commonly known as an AGM. Section 96 of the Companies Act, 2013, makes it compulsory for every public company to hold an AGM each year. The purpose of an AGM is to provide a platform for shareholders to receive information about the company’s performance, approve key decisions, and exercise their rights as owners of the company.
For a newly incorporated company, the first AGM must be held within nine months from the end of its first financial year. In such a case, the company is not required to hold another AGM in the same year. For subsequent years, the company must hold its AGM within six months from the end of the financial year but not later than fifteen months from the date of the previous AGM.
During the AGM, shareholders approve the financial statements, appoint or reappoint auditors, declare dividends, and discuss other matters requiring their consent. Holding an AGM is more than a formality it ensures transparency and provides shareholders with a direct role in the governance of the company.
Board Meetings
Apart from the AGM, public companies are also required to hold regular meetings of their Board of Directors. According to Section 173 of the Companies Act, 2013, every public limited company must hold a minimum of four board meetings every year. The law further requires that the gap between two board meetings should not exceed 120 days.
Board meetings are essential because directors are responsible for managing the company’s affairs. In these meetings, directors take decisions on important matters such as business strategy, borrowings, investments, compliance with statutory obligations, and other operational issues. The minutes of every meeting must be recorded and preserved in a statutory register as evidence of proper governance.
Filing of Annual Returns and Financial Statements
Every public limited company must file certain key documents with the Registrar of Companies (ROC) annually. These filings help the Ministry of Corporate Affairs (MCA) keep track of the company’s financial position and governance practices.
The first major filing is the Annual Return, which is submitted in Form MGT-7. This return includes details such as the company’s shareholding pattern, indebtedness, details of directors and key managerial personnel, and changes in the company’s structure during the year. Section 92 of the Companies Act, 2013, mandates this filing and requires that it be submitted within sixty days of the conclusion of the AGM.
The second major filing is the Financial Statement, which is submitted in Form AOC-4 under Section 137 of the Act. This form contains the company’s audited balance sheet, profit and loss account, cash flow statement, and other relevant financial information. The financial statements must be filed with the ROC within thirty days of the AGM.
Additionally, companies are required to file Form ADT-1 under Section 139 for the appointment or reappointment of auditors. This filing must be made within fifteen days of the AGM.
These ROC filings are critical because they allow regulatory authorities and stakeholders, including investors and creditors, to access accurate information about the company. Non-filing or late filing attracts substantial penalties.
Statutory Registers and Records
Another important aspect of annual compliance is the maintenance of statutory registers and records. The Companies Act, 2013, requires companies to maintain various registers at their registered office. These include the Register of Members, Register of Directors and Key Managerial Personnel, Register of Charges, and Register of Loans and Investments.
Maintaining these registers is not optional they serve as the official record of the company’s structure and operations. For instance, the Register of Members shows the ownership pattern of the company, while the Register of Charges reflects the borrowings made against the assets of the company. These registers must be kept updated at all times and made available for inspection by shareholders, auditors, and regulatory authorities.
Preparation and Audit of Financial Statements
Public limited companies must prepare their financial statements in accordance with the provisions of the Companies Act, 2013, and the prescribed accounting standards. Section 129 of the Act specifies that financial statements must give a true and fair view of the company’s state of affairs. They should include the balance sheet, profit and loss account, cash flow statement, and notes to accounts.
These statements must be audited by a statutory auditor appointed under Section 139. The auditor’s report is a critical document because it provides an independent opinion on whether the company’s financial statements comply with accounting standards and reflect its financial position accurately. The Board of Directors is also required to attach a Board’s Report with the financial statements, which includes disclosures such as the company’s performance, risk management practices, details of related-party transactions, and the directors’ responsibility statement.
Income Tax Compliances
Apart from company law compliances, public companies must also comply with the Income-tax Act, 1961. The company must file its Income Tax Return (ITR) annually, usually by September 30 of the relevant assessment year, if the company is subject to audit. The tax audit, conducted under Section 44AB of the Income-tax Act, becomes mandatory if the company’s turnover exceeds the prescribed threshold.
Companies are also required to pay advance tax in four instalments if their tax liability exceeds Rs.10,000 in a financial year. Non-compliance with income tax provisions can lead to interest, penalties, and in some cases, prosecution.
Event-Based Compliances
In addition to the routine annual compliances, public companies are also required to comply with certain event-based obligations. These obligations arise when specific events occur in the company, such as a change in directors, allotment of new shares, increase in authorized share capital, or creation of charges on assets. For example, the appointment or resignation of a director must be reported to the ROC through Form DIR-12, while the issue of new shares must be reported through Form PAS-3. Similarly, the creation or satisfaction of a charge must be filed using the relevant CHG forms.
Event-based compliances are just as important as annual compliances, because they keep the company’s public records accurate and updated.
Other Applicable Laws
In addition to the Companies Act and Income-tax Act, other laws may also apply depending on the nature of the public company. If the company is listed on a stock exchange, it must comply with SEBI’s Listing Obligations and Disclosure Requirements (LODR). If the company has foreign investment, the provisions of the Foreign Exchange Management Act (FEMA) will apply. If the company crosses the thresholds for Corporate Social Responsibility (CSR) under Section 135 of the Companies Act net worth of Rs.500 crore or more, turnover of Rs.1,000 crore or more, or net profit of Rs.5 crore or more it must spend at least two percent of its average net profits on CSR activities.
Similarly, companies registered under the Goods and Services Tax (GST) regime must file their GST returns regularly. These additional compliances depend on the company’s business activities and financial position.
Importance of Compliance
Complying with these annual requirements is not just about avoiding penalties. Proper compliance builds trust with investors, creditors, employees, and regulators. It demonstrates that the company is being run in a transparent and responsible manner. For public companies, where funds are raised from the public, maintaining this trust is particularly important. Non-compliance, on the other hand, can result in heavy fines, disqualification of directors, and reputational damage that can be difficult to repair.
Final Note of the Article
The mandatory annual compliances for a public limited company in India form the backbone of good corporate governance. From holding AGMs and board meetings to filing returns with the Registrar of Companies, maintaining statutory records, and meeting tax obligations, these requirements ensure that companies remain accountable to their shareholders and regulators. For businesses, particularly those with public participation, strict compliance is not merely a legal formality but an essential practice for long-term growth and credibility.
In today’s competitive and highly regulated business environment, companies must invest in strong compliance systems, often supported by professionals such as company secretaries, chartered accountants, and legal advisors. By fulfilling their statutory duties faithfully, public limited companies not only avoid penalties but also strengthen their reputation as responsible and transparent corporate citizens.

A Public Limited Company is one of the most popular forms of business structure in India, particularly for enterprises that wish to raise capital from the public. Unlike private companies, a public limited company has the ability to issue shares to the public and may even list itself on stock exchanges if it meets the eligibility requirements. However, this structure comes with increased responsibilities. Public companies are subject to stricter compliance requirements to ensure transparency, accountability, and protection of shareholders’ interests. These compliances are laid down under the Companies Act, 2013, along with allied laws such as the Income-tax Act, 1961, the Goods and Services Tax (GST) framework, and the regulations of the Securities and Exchange Board of India (SEBI).

The mandatory annual compliances is important because failure to meet them can attract heavy penalties, disqualification of directors, and even prosecution. In this article, we will take a detailed look at the various annual compliances that every public limited company in India must follow, with references to the relevant provisions of law.

Annual General Meeting (AGM)

One of the most important compliance requirements for a public limited company is the holding of an Annual General Meeting, commonly known as an AGM. Section 96 of the Companies Act, 2013, makes it compulsory for every public company to hold an AGM each year. The purpose of an AGM is to provide a platform for shareholders to receive information about the company’s performance, approve key decisions, and exercise their rights as owners of the company.

For a newly incorporated company, the first AGM must be held within nine months from the end of its first financial year. In such a case, the company is not required to hold another AGM in the same year. For subsequent years, the company must hold its AGM within six months from the end of the financial year but not later than fifteen months from the date of the previous AGM.

During the AGM, shareholders approve the financial statements, appoint or reappoint auditors, declare dividends, and discuss other matters requiring their consent. Holding an AGM is more than a formality it ensures transparency and provides shareholders with a direct role in the governance of the company.

Board Meetings

Apart from the AGM, public companies are also required to hold regular meetings of their Board of Directors. According to Section 173 of the Companies Act, 2013, every public limited company must hold a minimum of four board meetings every year. The law further requires that the gap between two board meetings should not exceed 120 days.

Board meetings are essential because directors are responsible for managing the company’s affairs. In these meetings, directors take decisions on important matters such as business strategy, borrowings, investments, compliance with statutory obligations, and other operational issues. The minutes of every meeting must be recorded and preserved in a statutory register as evidence of proper governance.

Filing of Annual Returns and Financial Statements

Every public limited company must file certain key documents with the Registrar of Companies (ROC) annually. These filings help the Ministry of Corporate Affairs (MCA) keep track of the company’s financial position and governance practices.

The first major filing is the Annual Return, which is submitted in Form MGT-7. This return includes details such as the company’s shareholding pattern, indebtedness, details of directors and key managerial personnel, and changes in the company’s structure during the year. Section 92 of the Companies Act, 2013, mandates this filing and requires that it be submitted within sixty days of the conclusion of the AGM.

The second major filing is the Financial Statement, which is submitted in Form AOC-4 under Section 137 of the Act. This form contains the company’s audited balance sheet, profit and loss account, cash flow statement, and other relevant financial information. The financial statements must be filed with the ROC within thirty days of the AGM.

Additionally, companies are required to file Form ADT-1 under Section 139 for the appointment or reappointment of auditors. This filing must be made within fifteen days of the AGM.

These ROC filings are critical because they allow regulatory authorities and stakeholders, including investors and creditors, to access accurate information about the company. Non-filing or late filing attracts substantial penalties.

Statutory Registers and Records

Another important aspect of annual compliance is the maintenance of statutory registers and records. The Companies Act, 2013, requires companies to maintain various registers at their registered office. These include the Register of Members, Register of Directors and Key Managerial Personnel, Register of Charges, and Register of Loans and Investments.

Maintaining these registers is not optional they serve as the official record of the company’s structure and operations. For instance, the Register of Members shows the ownership pattern of the company, while the Register of Charges reflects the borrowings made against the assets of the company. These registers must be kept updated at all times and made available for inspection by shareholders, auditors, and regulatory authorities.

Preparation and Audit of Financial Statements

Public limited companies must prepare their financial statements in accordance with the provisions of the Companies Act, 2013, and the prescribed accounting standards. Section 129 of the Act specifies that financial statements must give a true and fair view of the company’s state of affairs. They should include the balance sheet, profit and loss account, cash flow statement, and notes to accounts.

These statements must be audited by a statutory auditor appointed under Section 139. The auditor’s report is a critical document because it provides an independent opinion on whether the company’s financial statements comply with accounting standards and reflect its financial position accurately. The Board of Directors is also required to attach a Board’s Report with the financial statements, which includes disclosures such as the company’s performance, risk management practices, details of related-party transactions, and the directors’ responsibility statement.

Income Tax Compliances

Apart from company law compliances, public companies must also comply with the Income-tax Act, 1961. The company must file its Income Tax Return (ITR) annually, usually by September 30 of the relevant assessment year, if the company is subject to audit. The tax audit, conducted under Section 44AB of the Income-tax Act, becomes mandatory if the company’s turnover exceeds the prescribed threshold.

Companies are also required to pay advance tax in four instalments if their tax liability exceeds Rs.10,000 in a financial year. Non-compliance with income tax provisions can lead to interest, penalties, and in some cases, prosecution.

Event-Based Compliances

In addition to the routine annual compliances, public companies are also required to comply with certain event-based obligations. These obligations arise when specific events occur in the company, such as a change in directors, allotment of new shares, increase in authorized share capital, or creation of charges on assets. For example, the appointment or resignation of a director must be reported to the ROC through Form DIR-12, while the issue of new shares must be reported through Form PAS-3. Similarly, the creation or satisfaction of a charge must be filed using the relevant CHG forms.

Event-based compliances are just as important as annual compliances, because they keep the company’s public records accurate and updated.

Other Applicable Laws

In addition to the Companies Act and Income-tax Act, other laws may also apply depending on the nature of the public company. If the company is listed on a stock exchange, it must comply with SEBI’s Listing Obligations and Disclosure Requirements (LODR). If the company has foreign investment, the provisions of the Foreign Exchange Management Act (FEMA) will apply. If the company crosses the thresholds for Corporate Social Responsibility (CSR) under Section 135 of the Companies Act net worth of Rs.500 crore or more, turnover of Rs.1,000 crore or more, or net profit of Rs.5 crore or more it must spend at least two percent of its average net profits on CSR activities.

Similarly, companies registered under the Goods and Services Tax (GST) regime must file their GST returns regularly. These additional compliances depend on the company’s business activities and financial position.

Importance of Compliance

Complying with these annual requirements is not just about avoiding penalties. Proper compliance builds trust with investors, creditors, employees, and regulators. It demonstrates that the company is being run in a transparent and responsible manner. For public companies, where funds are raised from the public, maintaining this trust is particularly important. Non-compliance, on the other hand, can result in heavy fines, disqualification of directors, and reputational damage that can be difficult to repair.

Final Note of the Article

The mandatory annual compliances for a public limited company in India form the backbone of good corporate governance. From holding AGMs and board meetings to filing returns with the Registrar of Companies, maintaining statutory records, and meeting tax obligations, these requirements ensure that companies remain accountable to their shareholders and regulators. For businesses, particularly those with public participation, strict compliance is not merely a legal formality but an essential practice for long-term growth and credibility.

In today’s competitive and highly regulated business environment, companies must invest in strong compliance systems, often supported by professionals such as company secretaries, chartered accountants, and legal advisors. By fulfilling their statutory duties faithfully, public limited companies not only avoid penalties but also strengthen their reputation as responsible and transparent corporate citizens.