Why secretarial compliance is non-negotiable
Secretarial compliance is the boring work that nobody notices when done well, and that destroys deals when done badly. A single missed AOC-4 can attract daily penalties. A poorly maintained statutory register can derail a Series A. An unfiled CHG-1 can void your lender's security.
More importantly, the Companies Act treats most defaults as continuing offences — the penalty grows with every passing day.
The annual compliance calendar
- DIR-3 KYC for every director — by 30 September each year
- MSME-1 (half-yearly) — for outstanding payments to MSME suppliers beyond 45 days
- DPT-3 — return of deposits / non-deposit borrowings, by 30 June
- ADT-1 — appointment of auditor, within 15 days of AGM
- AOC-4 — financial statements, within 30 days of AGM
- MGT-7 / MGT-7A — annual return, within 60 days of AGM
- Board meetings — minimum four per year with not more than 120 days gap
- Annual General Meeting — within six months of financial year end
Statutory registers and minutes
Registers of members, directors, charges, contracts and KMP must be maintained at the registered office and updated promptly. Minutes of every board and general meeting must be entered within 30 days and signed by the chairperson.
Investors and acquirers will ask for these on day one of diligence. Reconstructing them later is expensive and looks unprofessional.
Frequently asked
What if I miss the AOC-4 deadline?
An additional fee of INR 100 per day applies, with no upper cap. Directors can also be disqualified if defaults continue across multiple years.
Is a Company Secretary mandatory?
A whole-time Company Secretary is mandatory only for companies with paid-up capital of INR 10 crore or more, but secretarial compliance applies to every company regardless of size.