Annual Compliance Calendar
April-May: Close previous financial year books, prepare draft financial statements, schedule statutory audit.
June-July: Conduct board meeting to approve financial statements, hold Annual General Meeting (AGM) within 6 months of year-end (September 30 for March year-end companies).
August-September: File AOC-4 (financial statements) and MGT-7 (annual return) with ROC within 30 days of AGM.
Throughout the year: Hold quarterly board meetings, file event-based forms (appointment/resignation, changes in shareholding, etc.).
Board Meetings & Resolutions
Minimum 4 board meetings per year: Gap between two meetings should not exceed 120 days. Required quorum: 1/3rd of total directors or 2 directors, whichever is higher.
Key board meetings:
- Approval of quarterly/annual financial statements
- Approval of annual report and notice of AGM
- Appointment/resignation of directors, KMP, auditors
- Approval of contracts, loans, investments
- Declaration of dividends (if any)
- Approval of related party transactions
- Approval of director's report and board's report
Board meeting compliance: Notice at least 7 days in advance, maintain minutes book, record resolutions, circulate minutes within 30 days.
AGM & Financial Statements
Annual General Meeting (AGM): Must be held within 6 months from end of financial year (by September 30 for March year-end). First AGM within 9 months of incorporation + within 15 months of previous AGM.
AGM notice: Send to all shareholders at least 21 days before meeting. Notice must include agenda, financial statements, director's report, auditor's report.
Business conducted at AGM:
- Adoption of audited financial statements (Balance Sheet, P&L, Cash Flow)
- Adoption of Board's Report and Auditor's Report
- Declaration of dividend (if recommended by board)
- Appointment/re-appointment of directors
- Appointment of statutory auditors and fixing their remuneration
- Any special resolutions (if required)
Annual Return (MGT-7)
Form MGT-7 is the annual return containing details about company's registered office, shareholders, directors, meetings, remuneration, and compliance status.
Due date: Within 60 days from AGM date. Must be certified by Company Secretary (for companies requiring CS) or director.
Information in MGT-7:
- Registered office and principal business activities
- Details of holding, subsidiary, and associate companies
- Shareholding pattern and changes during the year
- Details of directors and KMP
- Board meetings, committee meetings, and AGM details
- Remuneration of directors and KMP
- Penalty/punishment/compounding of offences
- Compliance certificate from practicing professional
Other Statutory Filings
- AOC-4: Financial statements + auditor's report. Due within 30 days of AGM. Attach XBRL for applicable companies
- DIR-3 KYC: Annual KYC for all directors. Due by September 30 each year
- INC-20A: Declaration of commencement of business (one-time, within 180 days of incorporation)
- ADT-1: Appointment of auditors. File within 15 days of AGM
- Form 61: MSME returns (if applicable). Due by October 30
- DPT-3: Return of deposits. Due by June 30
- Event-based forms: DIR-12 (director changes), PAS-3 (allotment of shares), SH-7 (change in authorized capital), INC-22 (registered office change)
Penalties for Non-Compliance
- Late filing of AOC-4/MGT-7: ₹100 per day (company) + ₹100 per day per defaulting officer
- Non-holding of AGM: Fine up to ₹1,00,000 (company) + ₹10,000-50,000 per director
- Non-holding of board meetings: Fine up to ₹1,00,000 (company) + ₹10,000-25,000 per director
- Non-appointment of auditor: Fine ₹25,000-5,00,000 (company) + ₹10,000-1,00,000 per officer
- Non-filing of DIR-3 KYC: Director DIN gets deactivated, cannot sign any forms
- Repeated defaults: Strike-off proceedings may be initiated by ROC