The Companies Act, 2013 has brought major changes to how companies in India are governed. It has made the role of the Company Secretary ( CS ) more important than ever.

As a Key Managerial Personnel (KMP), a CS is responsible for making sure that the company follows the law, maintains good governance, and completes all its yearly legal requirements. A one-person company and a small company does not require a signature from CS.

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This article provides a clear and practical checklist to help Company Secretaries handle all their annual compliance duties under the Companies Act, 2013 so that no important step is missed.

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Understanding the Role of Company Secretary and Applicability

Under this, you will see the role of Company Secretary under Section 203 of Companies Act 2013. The corporate law in India requires the appointment of a Company Secretary by certain categories of companies-namely, every listed company and every other public company having a paid-up share capital of ₹10 crore or more shall have a whole-time CS.

Private companies having a paid-up share capital of ₹5 crore or more also need to appoint a CS. The CS also serves as the compliance officer and ensures all the legal and regulatory requirements are complied with and the company adheres to high corporate governance standards.

Core Annual Compliance Checklist : Private Company

April - June - Q1

Disclosure of Director's Interest (MBP-1)

• Section 184(1): Every director must disclose their interest in other entities at the first board meeting of the financial year or whenever there is a change.
• Action: Collect fresh MBP-1 from directors and retain in company records (no need to file with ROC).
• It is a declaration of interest in other entities such as companies, LLPs, firms, or other concerns in which the director may be interested or holds a position.
• Every Director of the company, whether executive, non-executive, or independent, is required to submit Form MBP-1:
• At the first Board meeting of each financial year
• At the first Board meeting after appointment as a director
• Whenever there is any change in the director's interests during the year

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Half-Yearly MSME Return (MSME-1)

• Section 405: File MSME-1 for outstanding payments to MSME vendors exceeding 45 days.
• Due Dates:
  • For October-March: 30th April
  • For April-September: 30th October

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Reconciliation of Share Capital Audit (PAS-6)

• Rule 9A(3): For companies with dematerialized shares, file PAS-6 for share capital reconciliation.
• Form PAS-6 is a half-yearly return that must be filed by unlisted public companies to report the reconciliation of their share capital.
• Form PAS-6 must be:
• Certified by a Practicing Chartered Accountant (CA), Company Secretary (CS), or Cost Accountant, and
• Digitally signed by the Company Secretary or Director of the company.
• Due Dates:
• For April-September: 30th November
• October-March: 30th May

Return of Deposits (DPT-3)

• Section 73, Rule 16: File DPT-3 by 30th June for deposits and particulars not considered as deposits as on 31st March. It is a return filed annually by companies with the Registrar of Companies (ROC) to furnish details of outstanding loans, deposits, or money received by the company that is not considered a deposit under the Companies (Acceptance of Deposits) Rules, 2014.
• Every company (except Government companies) is required to file Form DPT-3, including:
• Private Companies
• Public Companies
• One Person Companies (OPCs)

Exempted: Banking companies, Non-Banking Financial Companies (NBFCs), and government companies.

• The annual return in Form DPT-3 must be filed on or before 30th June every year, for the information as on 31st March of that financial year.
• Attachments Required:
• Auditor’s certificate
• Copy of the Trust deed (if applicable)
• Copy of the instrument creating charge (if applicable)
• List of depositors (if applicable)
• Details of money received not treated as deposit

Also read: Companies (Indian Accounting Standards) Amendment Rules, 2025: A Detailed Explanation

JULY - SEPTEMBER - Q2

Preparation and Approval of Financial Statements

• Section 134: Prepare financial statements and get board approval. Attach auditor's
   report.

Director's Report

• Section 134: Draft and approve the Director's Report with all required disclosures.
• Signing: By the Chairperson or at least two directors (one must be MD, if any).

Holding Annual General Meeting (AGM)

• Section 96: Hold AGM within six months from the end of the financial year (by 30th September.

Notice of AGM

• Section 101 & SS-II: Prepare and dispatch AGM notice at least 21 clear days in advance to all stakeholders.

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Circulation of Financial Statements

• Section 136: Send approved financial statements, Director's Report, and Auditor's Report to members at least 21 days before AGM. For shorter notice, obtain requisite approvals.
• Circulation of financial statements refers to the mandatory distribution of a company’s audited financial statements(and related reports) to its members, directors, auditors, and other entitled parties before the AGM.
• As per Section 136(1), the following documents must be sent:
• Financial Statements (including Balance Sheet, Profit & Loss Account, Cash Flow Statement, etc.)
• Board’s Report
• Auditor’s Report
• Other documents required to be attached under Section 129 and 134
• The company must send the above documents to all entitled persons at least 21 clear days before the date of the AGM. "Clear days" means excluding the day of sending and the day of the meeting.
• A company must circulate its financial statements before the AGM to all key stakeholders. These include every member of the company, trustees for debenture-holders, all persons entitled to receive notice of general meetings, all directors, and the statutory auditors.

Director KYC (DIR-3 KYC)

• Rule 12A: All directors must file DIR-3 KYC by 30th September each year.
• All individuals who:
• Have been allotted a DIN on or before 31st March of the financial year
  AND
• The DIN is in ‘Approved’ status

Even if the person is not currently a director in any company, if they hold a valid DIN, they must file DIR-3 KYC.

• DIR-3 KYC - Webform: For those who have filed DIR-3 KYC in a previous year and no change in personal details
• DIR-3 KYC (eForm): For first-time filers or if there is any change in personal details (e.g., email, mobile, address)

Also read: Non-Disclosure of Related Party Transactions in Board Report violates S. 134(3)(h): MCA Imposes ₹4 Lakh Penalty

OCTOBER - DECEMBER - Q3

Filing of Financial Statements (AOC-4)

• Section 137: File AOC-4 within 30 days of AGM, attaching all required documents (balance sheet, P&L, cash flow, Director's Report, Auditor's Report, AGM notice).
• Form AOC-4 is applicable to all companies, including:
• Private companies
• Public companies
• One Person Companies (OPCs)
• Small Companies
• Dormant Companies

However, companies in XBRL mode must file AOC-4 XBRL instead of AOC-4. And  For companies filing consolidated financial statements, Form AOC-4 CFS should be filed.

• The company must file AOC-4 within 30 days from the date of the Annual General Meeting (AGM). If AGM is not held, AOC-4 must still be filed within 30 days from the due date by which AGM should have been held.
• Form AOC-4 must be digitally signed by:
• A Director and
• The Company Secretary, if appointed
• In case there is no CS, a Practicing Professional (CS/CA/CMA) can certify it

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Filing of Annual Return (MGT-7)

• Section 92: File MGT-7 within 60 days of AGM. For private companies (other than small companies), the annual return must be signed by a director and a Company Secretary and if there is no CS, then a director and a company secretary in practice.

• If AGM is not conducted, then within 60 days from the date on which the AGM ought to have been conducted, i.e., 30th September for the majority of companies. Illustration: If AGM is conducted on 30th September 2025, then MGT-7 should be filed by 29th November 2025.

• Every listed company and every company having paid-up share capital ≥ ₹10 crore or turnover ≥ ₹50 crore must get MGT-7 certified in Form MGT-8 by a Practicing Company Secretary.

Also read: Failure to Affix CIN in Company’s Board Report Submitted through E-form 23AC and 23ACA: MCA Fines Company and Directors ₹6,000

Certification of Annual Return ( MGT-8)

• Section 92: For companies with paid-up share capital of Rs. 10 crore or more or turnover of 750 crore or more, MGT-8 certification by a practicing Company
• This certificate is mandatory and must be attached with MGT-7.
• Rule 11(2) of the Companies (Management and Administration) Rules, 2014 states that : "The annual return filed by a listed company or a company having such paid-up capital or turnover as may be prescribed shall be certified by a Company Secretary in practice in Form No. MGT-8."
• The following companies are mandatorily required to get their annual return certified in Form MGT-8:
• Listed Companies
• Other Companies having:
  • Paid-up share capital of ₹10 crore or more
    OR
  • Turnover of ₹50 crore or more
• Only a Practicing Company Secretary (PCS) can certify Form MGT-8. He/she is required to conduct a detailed verification of the annual return and associated registers, records, and filings.
• Key Areas Verified in MGT-8: The PCS certifies that the company has complied with provisions related to:
• Maintenance of registers and records
• Filing of forms and returns with ROC
• Meetings of the Board and shareholders
• Constitution of Board and its powers
• Appointment/reappointment of directors
• Disclosure of interest by directors
• Related party transactions
• Share transfers and issue of securities
• Compliance under other applicable laws

Also read: Failure to Maintain Registered Office for Company: MCA Slaps Penalty on Company and Its Directors

Ongoing and Additional Annual Compliances

Board Meetings

• Hold at least 4 board meetings every year, with a maximum gap of 120 days between any two meetings.
• The first board meeting of companies except one person company must be held within 30 days from the date of incorporation. Thereafter, a minimum of 4 meetings must be held every year.
• A notice in writing must be sent to every director at their registered address and it must be sent at least 7 days before the meeting. It can be delivered by hand, post, or electronic means (like email). The notice must specify:
  • Date
  • Time
  • Venue
  • Agenda of the meeting

Also read: Failure to Maintain Registered Office for Company: MCA Slaps Penalty on Company and Its Directors

Maintenance of Statutory Registers

• Section 88 & others: Maintain and regularly update registers of directors, shareholdings, members, transfers, related party transactions, etc.
• Every company must maintain a register of its members (shareholders), separately for:
  • Equity shareholders
  • Preference shareholders
• Company and every defaulting officer can be fined up to ₹3 lakhs, and in case of continuing default, ₹1,000 per day.

Appointment of Auditors (ADT-1)

• Form ADT-1 for appointment/reappointment of auditors for a period of five years, within 15 days from AGM. For instance, if AGM is on 30th September, Form ADT-1 should be filed by 15th October.
• Section 139(1) of the Companies Act, 2013, read with Rule 4 of the Companies (Audit and Auditors) Rules, 2014, regulates the appointment of auditors and the submission of ADT-1.
• All companies (except One Person Companies) are required to file ADT-1.
• Even though the auditor is appointed by the shareholders at the AGM, it is the company’s responsibility to file the form, which indeed should be done by the company secretary.
• Attachments: Resolution, consent and eligibility

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Consequences of Non-Compliance

Failure to meet yearly requirements may attract serious punishment for the company and its directors, including the CS. The punishment cancome in the form of financial fines, disqualification of directors, and even prosecution in some situations. The CS, being an "officer in default," is personally liable for compliance breaches. Thus, scrupulous attention to compliance is not merely a statutory requirement but also protection for the continuity and reputation of the company.

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Yearly compliance duties of a Company Secretary as per the Companies Act, 2013, are extensive and varied. From calling meetings and keeping statutory registers to filing returns and making sound corporate governance, the CS is the focal point of statutory compliance for any firm.

By following a well-organized compliance checklist, using technology, and keeping track of legal changes, Company Secretaries can make their firms compliant, steer clear of penalties, and maintain the highest standards of corporate governance.

Also read: MCA Imposes Penalty on Company and Directors for Loan Default and Violation of Section 180(1)(c)

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