§ 1
The annual secretarial cycle
Board meetings must be held at least four times a year with no more than 120 days between two meetings. The annual general meeting must be held within six months of the end of the financial year, approving the audited accounts and, where needed, appointing or ratifying the auditor. Within 30 days of the AGM the financial statements are filed in AOC-4, and within 60 days the annual return in MGT-7 or MGT-7A.
Around these sit the recurring items: director KYC each year, the annual return on deposits (DPT-3), half-yearly returns on dues to micro and small enterprises (MSME-1) where applicable, declarations of interest by directors, and the register of significant beneficial owners with Form BEN-2 filings when beneficial ownership changes.
Event-based filings arise whenever something changes: directors appointed or resigning, registered office moved, share capital increased, shares allotted, charges created on assets. Each has its own form and usually a 30-day deadline.
§ 2
The law that applies
| Companies Act, 2013 | Meetings, registers, annual and event-based filings, directors' duties and penalties. |
|---|---|
| Secretarial Standards SS-1 and SS-2 | Conduct and minutes of board and general meetings. |
| Companies (Significant Beneficial Owners) Rules, 2018 | Identification and reporting of beneficial owners. |
| Rule 9B of the Prospectus and Allotment Rules | Dematerialisation of shares for private companies that are not small companies. |
§ 3
Issues and how we solve them
The problems that most often hold up or complicate this work, and how we deal with each.
Issue 1
Several years of annual filings are pending.
Our approach
We reconstruct the meetings and approvals from available records, file the pending forms in order with the additional fees, and assess whether condonation or compounding is needed for any default.
Issue 2
Directors' identification numbers are deactivated for missing KYC.
Our approach
We file the director KYC with the applicable fee to reactivate the DIN and diarise it every year.
Issue 3
The company has not dematerialised its shares.
Our approach
We appoint a registrar and share transfer agent, obtain the ISIN, and coordinate the conversion of existing physical shares for each shareholder.
Issue 4
Minutes and registers are incomplete when due diligence starts.
Our approach
We rebuild statutory registers and minute books to Secretarial Standards, so investors and acquirers find a complete record.
§ 4
Process and timeline
- 1
Health check
OnboardingReview of filings on the MCA portal, registers and minutes.
- 2
Calendar
Start of yearAnnual calendar of meetings and filings for the company.
- 3
Meetings
Quarterly · annuallyNotices, agendas, resolutions and minutes for board meetings and the AGM.
- 4
Filings
As dueAnnual and event-based forms on the MCA portal.
Filing: AOC-4 · MGT-7 · DIR-3 KYC · DPT-3 · event forms
§ 5
Ongoing obligations
| Obligation | Basis | When |
|---|---|---|
| Board meetings | Section 173 | Four a year, gap ≤ 120 days |
| Annual general meeting | Section 96 | By 30 September |
| Financial statements | AOC-4 | Within 30 days of AGM |
| Annual return | MGT-7 / MGT-7A | Within 60 days of AGM |
| Director KYC | DIR-3 KYC | Annually by 30 September |
| Return of deposits | DPT-3 | 30 June |
§ 6
Our scope of work
Included
- Compliance calendar
- Board and general meetings
- Statutory registers
- Annual and event-based filings
- Director KYC
- Beneficial ownership
- Demat of shares
- Regularisation of past defaults
§ 7
Questions
What is the penalty for filing AOC-4 or MGT-7 late?
An additional fee is charged for each day of delay, with no upper limit for these forms, and the company and officers in default may also face penalties.
Can a private company hold board meetings by video conference?
Yes, board meetings may be held through video conferencing in line with the rules, with proper recording and minutes.
Do private companies have to dematerialise their shares?
Private companies other than small companies must issue securities only in demat form and facilitate dematerialisation of existing shares. A subsidiary of another company cannot be a small company.
Prepared by CA Utsav Dogra, Chartered Accountant, ICAI M. No. 542375, SU and Company · Last reviewed 4 November 2026. General information only, based on the law as it stood on that date; it is not advice for any particular case.