Compliance Calendar For Unlisted Public Company as Per Companies Act 2013

CS Unnati Gupta 06 Apr 2026 357 Views 0 comment Print Company Law | Articles

The compliance calendar for unlisted public companies under the Companies Act, 2013 provides a structured, quarter-wise and event-based roadmap of statutory obligations. It covers key annual filings such as DPT-3, DIR-3 KYC, AOC-4, and MGT-7, along with mandatory disclosures like MBP-1 and DIR-8 at the beginning of the financial year. Governance requirements include conducting at least four board meetings annually, holding AGM within prescribed timelines, and constituting committees such as Audit Committee, NRC, CSR Committee, and Stakeholders Relationship Committee based on thresholds. It also highlights secretarial audit requirements and MSME-1 reporting for outstanding dues. Event-based compliances include filings like INC-20A, ADT-1, DIR-12, PAS-3, MGT-14, and charge registration forms within specified timelines. Continuous maintenance of statutory registers is mandatory. Overall, the calendar acts as a practical compliance guide to ensure timely filings, avoid penalties, and maintain regulatory discipline and transparency in corporate operations.

COMPLIANCE CALENDAR
FOR A PUBLIC COMPANY (UNLISTED) | AS PER COMPANIES ACT, 2013
A Complete Quarter-wise & Event-Based Compliance Reference

QUARTER 1 | April – June

S. No.	Form / Compliance	Particulars	Section & Rules	Timeline
1	DPT-3	Every company must file this return furnishing details of deposits and/or loans or money other than deposits payable. Mandatory even if no deposits exist.	Sec 73–76 r/w Rule 16 of Companies (Acceptance of Deposits) Rules, 2014	By 30th June every year
2	MBP-1	Directors’ Disclosure of Interest in Other Entities. Every Director must disclose interest in other entities at the first Board Meeting of each financial year.	Sec 184	First Board Meeting of each FY
3	DIR-8	Directors’ Disclosure of Non-Disqualification. Every Director shall submit a declaration of non-disqualification to the Company each financial year.	Sec 164(2)	Within each financial year (first Board Meeting)
4	MSME-1	Half-yearly return for outstanding payments to MSME vendors exceeding 45 days.	Sec 405 r/w MSMED Act, 2006	April–Sep period: by 31st October
5	Board Meetings	Minimum 4 Board Meetings per year with a maximum gap of 120 days between two consecutive meetings. Notice of at least 7 days required.	Sec 173 r/w SS-1	Min. 4/year; ≤120 days gap; 7-day advance notice
6	RPT Omnibus Approval	Annual omnibus approval for Related Party Transactions to be obtained from Board/Audit Committee at the beginning of each FY. Mandatory for public companies with Audit Committee.	Sec 188 r/w Rule 15 of Companies (Meetings) Rules, 2014	First Board/Audit Committee Meeting of the FY
7	Audit Committee Meeting	Public companies with paid-up capital ≥ ₹10 Cr, turnover ≥ ₹100 Cr, or total outstanding loans/debentures ≥ ₹50 Cr must constitute an Audit Committee. Min. 4 meetings/year.	Sec 177	Min. 4 meetings/year; at least once per quarter.

QUARTER 2 | July – September

S. No.	Form / Compliance	Particulars	Section & Rules	Timeline
1	DIR-3 KYC	Every person holding a Director Identification Number (DIN) must complete DIN KYC annually, irrespective of whether currently a director.	Rule 12A of Companies (Appointment and Qualification of Directors) Rules, 2014	By 30th September each year
2	Circulation of Financial Statements & Reports	Financial Statements (including consolidated), Board’s Report, Auditor’s Report, and other documents to be sent to every member, trustee, and entitled person before AGM.	Sec 136	At least 21 clear days before AGM
3	Annual Report	Includes Board’s Report, Financial Statements, Auditor’s Report, Corporate Governance Report, and all disclosures as required under the Act. To be adopted at AGM.	Sec 134	Adopted at AGM; AOC-4 filed within 30 days of AGM
4	AGM Notice	Notice of AGM along with agenda, explanatory statement, and proxy form to be sent to all members, directors, auditors, and other entitled persons.	Sec 101	At least 21 clear days before AGM
5	AGM	Mandatory Annual General Meeting to transact ordinary/special business — adoption of financial statements, dividend declaration, appointment/re- appointment of directors and auditor.	Sec 96	Within 9 months from first FY end; within 6 months from subsequent FY ends (by 30th September)
6	Board Meetings	Minimum 4 Board Meetings per year with a maximum gap of 120 days between two consecutive meetings.	Sec 173 r/w SS-1	Min. 4/year; ≤120 days gap; 7-day advance notice
7	Nomination & Remuneration Committee	Public companies meeting prescribed thresholds must constitute NRC. Committee must meet at least once a year to review remuneration policy, KMP appointments, etc.	Sec 178	At least once per year (typically before AGM)
8	Secretarial Audit	Mandatory for public companies with paid-up capital ≥ ₹50 Cr or turnover ≥ ₹250 Cr and every company having outstanding loans or borrowings from banks or public financial institutions of ₹100 crores or more. Secretarial Audit Report in Form MR-3 to be annexed to Board’s Report.	Sec 204 r/w Rule 9	Report to be included in Annual Report for the FY

QUARTER 3 | October – December

S. No.	Form / Compliance	Particulars	Section & Rules	Timeline
1	AOC-4	Filing of Audited Financial Statements (including consolidated, if applicable) with the Registrar of Companies.	Sec 129(3) r/w Rule 6 & 137	Within 30 days of AGM
2	MGT-7	Annual Return containing detailed information regarding shareholding structure, directors, KMPs, and other statutory details.	Sec 92 r/w Rule 11	Within 60 days of AGM
3	MSME-1	Half-yearly return for outstanding payments to MSME vendors exceeding 45 days (Oct–Mar half-year filed in Q4 by 30th April).	Sec 405 r/w MSMED Act, 2006	Oct–Mar period: by 30th April (filed in Q4)
4	Board Meetings	Minimum 4 Board Meetings per year with a maximum gap of 120 days between two consecutive meetings.	Sec 173 r/w SS-1	Min. 4/year; ≤120 days gap; 7-day advance notice
5	MGT-8	Certification of Annual Return by a Company Secretary in Practice. Mandatory for public companies with paid-up capital ≥ ₹10 Cr or turnover ≥ ₹50 Cr.	Sec 92(2) r/w Rule 11(2)	Annexed to MGT-7; filed within 60 days of AGM

QUARTER 4 | January – March

S. No.	Form / Compliance	Particulars	Section & Rules	Timeline
1	Board Meetings	Minimum 4 Board Meetings per year with a maximum gap of 120 days between two consecutive meetings.	Sec 173 r/w SS-1	Min. 4/year; ≤120 days gap; 7-day advance notice
2	CSR-2	Applicable to companies with net worth ≥ ₹500 Cr, turnover ≥ ₹1,000 Cr, or net profit ≥ ₹5 Cr. Must constitute CSR Committee (mandatory for public companies above thresholds), spend 2% of avg. net profits of last 3 years, and file CSR-2.	Sec 135 r/w CSR Rules, 2014	Within 30 days of AGM
3	MSME-1 (Oct–Mar)	Second half-yearly return for outstanding payments to MSME vendors for October to March period.	Sec 405 r/w MSMED Act, 2006	By 30th April
4	Stakeholders Relationship Committee	Public companies with more than 1,000 shareholders/debenture holders/deposit holders and any other security holders must constitute SRC to handle investor grievances.	Sec 178(5)	Meetings as required

EVENT-BASED COMPLIANCES

S. No.	Form / Compliance	Particulars	Section & Rules	Timeline
1	INC-20A	Declaration for Commencement of Business. Every public company incorporated after 2nd November 2018 must file this before commencing business or exercising borrowing powers.	Sec 10A	Within 180 days of incorporation
2.	ADT-1	Appointment of First Auditor by Board of Directors within 30 days of incorporation; subsequent auditors appointed at AGM for a term of 5 consecutive years.	Sec 139(1) r/w Rule 6	First Auditor: within 30 days of incorporation; Subsequent: within 15 days of AGM
3	DIR-12	Intimation to ROC for appointment/ resignation/ removal of directors or KMPs.	Sec 170 r/w Rule 18 of Companies (Appointment and Qualification of Directors) Rules, 2014	Within 30 days of appointment/ resignation
4	MGT-14	Filing of resolutions and agreements with ROC for prescribed matters including board resolutions u/s 179(3), special resolutions, loans, investments, guarantees, etc.	Sec 117 r/w Rule 24	Within 30 days of passing the resolution
5	PAS-3	Return of Allotment of Shares. Every public company must file this on allotment of any securities.	Sec 42 r/w Rule 14	Within 30 days of allotment
6	SH-7	Notice of alteration in Authorized or Paid-up Share Capital filed with ROC.	Sec 64 r/w Rule 15	Within 30 days of passing the resolution for capital alteration
7	BEN-1 & BEN-2	Significant Beneficial Owner (SBO) Declaration. BEN-1 filed by SBO with company; BEN-2 filed by company with ROC.	Sec 90	BEN-1: within 30 days of acquiring SBO interest; BEN-2: within 30 days of receiving BEN-1
8	CHG-1 / CHG-9	Registration of Charges with ROC. CHG-1 for charges other than debentures; CHG-9 for debenture charges.	Sec 77 r/w Rule 3	Within 30 days (condonable up to 300 days with additional fees)
9	INC-22 / INC- 22A	Notice of Situation/ Change of Registered Office. INC-22A: one-time KYC filing of registered office for existing companies.	Sec 12 r/w Rule 25 & 25A	INC-22: within 30 days of change; INC-22A: one-time filing
10	Statutory Registers	Maintenance of statutory registers including Register of Members (MGT-1), Register of Directors (DIR-3), Register of Contracts (MBP-3), Register of Charges (CHG-7), Register of Debenture Holders (MGT-2), and others.	Sec 88	Ongoing — maintained and updated at all times at the Registered Office
11	MR-1	Return of appointment of Managing Director, Whole-Time Director, or Manager.	Sec 196 r/w Rule 3 of Companies (Appointment & Remuneration) Rules, 2014	Within 60 days of appointment
12	MR-2	Application to Central Government for approval of managerial remuneration where it exceeds prescribed limits under Schedule V.	Sec 197 r/w Rule 6	Before or at the time of appointment / within 90 days
13	SH-8 & SH-9	Return in respect of buy-back of securities (SH-8: Letter of Offer; SH-9: Declaration of Solvency) where a public company opts for buy-back of its own securities.	Sec 68 r/w Rule 17	Before commencement of buy-back / as prescribed