Public Limited Company Compliance

A public limited company carries the heaviest compliance load under the Companies Act, 2013, the standard AGM, audit, AOC-4 and MGT-7 filings, plus additional obligations such as secretarial audit, more board and committee meetings, and, for larger companies, CSR and cost audit. Strong governance is expected because the company can raise capital from the public. Samkhya manages your public company’s compliance across the Companies Act and beyond.

Public Limited Company Compliance: A Detailed Guide

A public limited company is governed by the Companies Act, 2013 and faces the most extensive compliance regime, reflecting that it can raise capital from the public. It must hold an Annual General Meeting by 30 September, conduct a statutory audit, and file AOC-4 (financial statements) within 30 days of the AGM and MGT-7 (annual return) within 60 days, along with ADT-1, DPT-3, and DIR-3 KYC. Beyond these, a public company must hold at least four board meetings, constitute committees such as the audit committee where applicable, and, on crossing prescribed thresholds, undergo a secretarial audit (MR-3), a cost audit, and meet CSR obligations. A listed public company additionally complies with SEBI regulations. Late ROC filing attracts Rs. 100 per day per form with no cap.

Why Compliance Matters

For a public company, compliance is fundamental:

  • Investor Confidence: Robust compliance is fundamental to public and investor trust.
  • Avoids Penalties: It avoids the Rs. 100-per-day ROC late fees and larger statutory penalties.
  • Prevents Disqualification: It protects directors from disqualification for default.
  • Regulatory Standing: It keeps the company in good standing with the ROC and SEBI.
  • Access to Capital: Clean compliance supports fundraising and listing requirements.
  • Governance: It embeds the governance the public-company form demands.

The Core and Additional Filings

A public company’s obligations include:

  • AGM: Held within six months of the year end, by 30 September.
  • AOC-4 and MGT-7: Financial statements and annual return, after the AGM.
  • ADT-1, DPT-3, DIR-3 KYC: Auditor, deposits, and director KYC.
  • Board and Committees: At least four board meetings, with committees where applicable.
  • Secretarial Audit (MR-3): For companies crossing the prescribed thresholds.
  • CSR and Cost Audit: Where the net worth, turnover, or profit thresholds are met.

Filings and Governance

The key filings and governance items are:

  • AOC-4: Financial statements, within 30 days of the AGM.
  • MGT-7: Annual return, within 60 days of the AGM.
  • MR-3: Secretarial audit report, for larger companies.
  • CSR-2: The CSR report, where CSR thresholds are met.
  • Board Meetings: At least four a year, with a gap of not more than 120 days.
  • Committees: Audit and other committees as the Act requires.

Who Must Comply

Public company compliance applies to:

  • Every public limited company registered under the Companies Act, 2013.
  • Listed public companies, which also follow SEBI regulations.
  • Companies crossing the secretarial-audit and cost-audit thresholds.
  • Companies meeting the CSR net-worth, turnover, or profit thresholds.
  • All directors and key managerial personnel, who have their own obligations.

The ROC, SEBI, and the Process

A public limited company files with the Registrar of Companies on the MCA V3 portal, and a listed company additionally complies with SEBI. It completes its statutory audit and any secretarial and cost audit that apply, holds its AGM by 30 September, and files AOC-4 and MGT-7 with the ROC, along with ADT-1, DPT-3, and, where applicable, MR-3 and the CSR report. The board holds its meetings and runs its committees through the year, and the directors complete DIR-3 KYC. The filings are digitally signed and certified by a practising professional, and the larger disclosure and governance requirements reflect the company’s ability to raise public capital.

Documents Required

For the Filings:

  • The audited financial statements, the board’s report, the auditor’s report and, where applicable, the secretarial and cost audit reports.
  • Details of directors, members, and committees.

For Signing and Governance:

  • A director’s Digital Signature Certificate and a practising professional’s certification.
  • The board and committee minutes, and the directors’ updated KYC.

Compliance Process

Public company compliance follows a clear sequence:

  1. Maintain books and complete the statutory audit.
  2. Conduct the secretarial and cost audit where applicable.
  3. Hold the board and committee meetings through the year.
  4. Hold the Annual General Meeting by 30 September.
  5. File ADT-1, AOC-4, and MGT-7 with the ROC.
  6. File MR-3 and the CSR report where the thresholds are met.
  7. Complete DIR-3 KYC and the SEBI filings where listed.

Stay Compliant with Samkhya

Keeping your public company compliant with Samkhya Corporate Services is simple. Just follow these easy steps:

  • Tell us about your public company: Share its size, listing status, and activities.
  • We map the full obligations: We prepare a complete compliance calendar.
  • Fill the form: Complete our online form and provide your records.

From there, our team handles the audits, board papers, and ROC and SEBI filings.

Ongoing and Event-Based Compliance

Ongoing obligations include:

  • Board and Committees: Hold the required board and committee meetings on time.
  • Director Changes: File DIR-12 within 30 days of a change in directors.
  • Capital Actions: File PAS-3, SH-7, and related forms for capital changes.
  • Disclosures: Maintain the disclosures and registers the Act requires.
  • SEBI Filings: Meet the periodic SEBI filings where the company is listed.
  • CSR Spend: Apply and report the CSR spend where applicable.

Penalties and Thresholds

Late filing of AOC-4 or MGT-7 attracts Rs. 100 per day per form with no cap, with larger penalties for governance defaults and director disqualification after three years of non-filing. Several obligations are threshold-based: a secretarial audit (MR-3) applies to public companies with paid-up capital of Rs. 50 crore or more, or turnover of Rs. 250 crore or more; CSR applies where net worth is Rs. 500 crore or more, turnover Rs. 1,000 crore or more, or net profit Rs. 5 crore or more; and a cost audit applies to specified industries above prescribed limits. A statutory audit is required every year, and the company’s income tax return is generally due by 31 October. The current CCFS 2026 window, to 15 July 2026, offers relief on accumulated additional fees for pending ROC filings.

Public Company Filings and Due Dates

Filing Purpose Due Date
AOC-4 Financial statements. Approx. 29 October.
MGT-7 Annual return. Approx. 28 November.
MR-3 Secretarial audit. With the filings.
CSR-2 CSR report. As notified.
Board Meetings Governance. At least four a year.
Late Fee Per ROC form, no cap. Rs. 100 per day.

Frequently Asked Questions

What compliances does a public limited company have?

It has the standard company compliances, AGM, audit, AOC-4, and MGT-7, plus additional ones such as more board and committee meetings, secretarial audit, and, for larger companies, CSR and cost audit.

How is a public company’s compliance heavier than a private one’s?

It must hold more board meetings, constitute committees, and meet threshold-based obligations such as secretarial audit and CSR, with listed companies also following SEBI regulations.

What is a secretarial audit?

A secretarial audit in Form MR-3 is conducted by a practising company secretary and is required for public companies crossing the prescribed capital or turnover thresholds.

What is the penalty for late filing?

Late filing of AOC-4 or MGT-7 attracts Rs. 100 per day per form with no upper cap, and three years of default disqualifies the directors.

When does CSR apply?

CSR applies where the company has a 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 in a financial year.

Is a statutory audit always required?

Yes. A statutory audit is mandatory every year, and larger public companies may also need a secretarial audit and a cost audit.