Following secretarial compliance is not optional in India. It is a must-have legal routine for companies under the Companies Act, 2013. This way, the Ministry of Corporate Affairs (MCA) can ensure a holistic oversight, enabling a level playing field and a fair trading environment. If your company attracts such compliance, take a brief moment to have a glance over what we are about to discuss.
What is Secretarial Compliance?
Secretarial compliance covers everything you could possibly imagine for running a company in India. From management shifts to revenue generation, these compliance requirements require you to make the MCA aware of everything that influences the company’s functioning. Meeting secretarial compliance, in a nutshell, could mean a number of things, including but not limited to:
- Filing the annual return attached to the balance sheet and financial statement
- Managing internal records as per the act
- Informing RoC about the management changes, shift of business premises, and issuance of fresh capital
- Holding board meetings and keeping their record intact for reporting.
- Reporting the MCA about the loan taken or cleared
Navigating Core Governance Compliance Under the Companies Act
Let’s take a detailed walkthrough of secretarial compliance regarding the core governance:
Board Meetings (Section 173)
- Every registered company must hold at least four board meetings in a calendar year. The gap between two consecutive meetings should not exceed 120 days.
- However, there is a slight change of rule for small companies and One Person Companies (OPCs), as they only need to hold two meetings within a duration gap of at least 90 days.
Annual General Meeting (AGM) (Section 96)
Old companies must hold an AGM within six months of the closing date of the FY. Meanwhile, newly-incorporated companies must do that within nine months of the closing of the first financial year.
Secretarial Standards (SS-1 & SS-2)
While meeting deadlines is important, how you conduct and document them is equally essential. That’s where Section 118(10) comes in. It requires companies to file.
- Form SS-1, citing the operational protocol for Board Meetings (notices, quorum, minutes)
- Form SS-2 to cite details about general meetings.
Secretarial Compliance Matrix: Forms, Due Dates, & Penalties
The table below spans a majority of compliance for companies under the Companies Act 2013.
| Form ID | Governing Law | Purpose of Filing | Statutory Deadline | Monetary Penalty for Non-Compliance / Delay |
| MBP-1 | Section 184(1) | Disclosure of Director’s interest in other corporate entities. | First Board Meeting of the financial year (Internal filing). | Director: Up to ₹1,00,000 fine or imprisonment up to 1 year, or both. |
| DIR-8 | Section 164(2) | Intimation by a Director confirming they are not disqualified. | Submitted annually to the company before the financial year ends. | Immediate tracking toward Director Disqualification for 5 years across all Indian companies. |
| MSME-1 | Section 405 | Half-yearly return detailing outstanding payments to MSMEs (>45 days). | April 30 (Oct–Mar period) October 31 (Apr–Sep period) | Company & Officer: Fixed ₹20,000 penalty. Continuing default adds ₹1,000/day (capped at ₹3,000,000 for Company / ₹300,000 for Officer). |
| PAS-6 | Rule 9A(3) | Reconciliation of Share Capital Audit Report (Unlisted Public Cos). | Within 60 days from the conclusion of each half-year (May 30 & Nov 29). | Covered under Section 450 (Residual penalty): Company & Officer: ₹10,000 fixed penalty. Continuing default adds ₹1,000/day (capped at ₹200,000 for Company / ₹50,000 for Officer). |
| DPT-3 | Section 73 / Rule 21 | Return of Deposits and outstanding money not treated as deposits. | On or before June 30 every year. | Rule 21 (Late Filing): Up to ₹5,000 upfront fine + ₹500 per day for continuing default. Sec 73 (Illegal Deposits): Minimum ₹1 Crore or double the deposit amount. Officers face up to 7 years in prison. |
| DIR-3 KYC | Rule 12A | Mandatory web or form-based verification of individual DINs. | On or before September 30 annually. | Deactivation of the DIN. A strict flat penalty of ₹5,000 must be paid to re-activate the status. |
| AOC-4 | Section 137 | Filing of audited Financial Statements and Board Reports. | Within 30 days of the AGM (Typically October 29). | Company: ₹10,000 flat + ₹100/day continuing penalty (Max ₹2,00,000). MD/CFO/Director in charge: ₹10,000 flat + ₹100/day continuing penalty (Max ₹50,000). |
| MGT-7 | Section 92 | Annual Return covering shareholding patterns and governance. | Within 60 days of the AGM (Typically November 29). | Company & Officer: ₹10,000 flat + ₹100/day continuing penalty (Max ₹2,00,000 for Company / ₹50,000 for Officer). |
| LLP Form 11 | LLP Act, 2008 | Annual Return of a Limited Liability Partnership (LLP). | On or before May 30 annually. | LLP & Partners: Continuing daily penalty of ₹100 per day per document with no upper ceiling. |
| LLP Form 8 | LLP Act, 2008 | Statement of Account & Solvency for LLPs. | On or before October 30 annually. | LLP & Partners: Continuing daily penalty of ₹100 per day per document with no upper ceiling. |
Event-Driven Secretarial Compliance Requirements
Change is constant and inevitable, and this holds for companies as well. The following events trigger timely reporting:
- Change in Directors (Form DIR-12): You must file this within 30 days of the appointment or resignation of a director.
- Alteration of Share Capital (Form SH-7 & PAS-3): If you increase the authorized capital or allot shares, make sure to file these forms with MCA within 30 days.
- Shifting the Registered Office (Form INC-22): In case you shift your company outside the local municipal limits, make the RoC aware of it within 30 days.
- Creation or Modification of Charge (Form CHG-1 / CHG-4): File CHG-1 if your company has secured a loan against its assets within 30 days. Likewise, if you have cleared the loan with no outstanding status, file form CHG-4 within 30 days.
It is a brief snapshot of exactly what your company needs to comply with to keep itself up and running from a legal standpoint. The compliance list is certainly long and intricate. And given the penalties, one cannot afford to miss a single deadline. One severe penalty can put a dent in the company’s creditworthiness and even its ability to maintain daily operations. That’s where Advisou comes in.
Advisou is India’s top consultant for licensing and compliance needs. Whether you are seeking a license or figuring out the next move to handle compliance better, Advisou can meet diverse requirements with precision. Contact us now to book a free consultation.
Also Read: CAPEXIL Certificate: A Legal Permit to Boost Chemical Export Globally
FAQs
Q1: Do small private companies legally need to hire a full-time Company Secretary?
A: No. An in-house, full-time Company Secretary is only mandatory for private companies with a paid-up share capital of ₹10 crores or more. However, partnering with an external Practicing Company Secretary (PCS) on a structural basis is highly recommended to prevent technical filing errors on the MCA portal[1].
Q2: Why is keeping physical statutory registers updated important if everything is filed online?
A: Because your physical records and digital MCA filings must match perfectly. Regularly auditing internal records like your Register of Members (MGT-1) and Minutes Books ensures accuracy. Any discrepancies will instantly flag compliance risks and disrupt external due diligence checks during investor fundraising rounds.
Q3: How can a company avoid the typical October rush for secretarial filings?
A: By moving away from loose email reminders and setting up a Digital Compliance Dashboard. Tracking your specific corporate milestones directly against the scheduled date of your upcoming Annual General Meeting (AGM) lets you map out and complete filings systematically, well ahead of the hard deadlines.
Q4: What happens if a company is marked as “ACTIVE – Non-Compliant” by the MCA?
A: The MCA freezes your portal access, blocking you from filing event-driven changes like adding directors or issuing shares. To unfreeze it and restore normal operational status, you must pay a flat ₹10,000 penalty.
Q5: When does an Internal Audit become legally mandatory for a private limited company?
A: Beyond the standard annual statutory audit, an internal audit is only triggered if your company hits specific size thresholds. This occurs if annual turnover reaches ₹200 crores or outstanding bank borrowings exceed ₹100 crores in the preceding year.
