Corporate Law Advisory — Hub

Every private limited company must file Form AOC-4 (financial statements) within 30 days of the AGM and Form MGT-7A (annual return) within 60 days of the AGM under Sections 137 and 92 of the Companies Act, 2013. Missing these deadlines attracts additional fees of Rs 100 per day of default under Section 403, with no cap, so a six-month delay on a single form can cost Rs 18,000 in late fees alone.

Every company incorporated under the Companies Act, 2013 must have its accounts audited annually by a Chartered Accountant in practice, as required by Section 139. The auditor is appointed at the first AGM for a five-year term and Form ADT-1 must be filed with the Registrar within 15 days of appointment. Listed companies and prescribed classes of public companies must rotate auditors after two consecutive five-year terms under Section 139(2) read with Rule 5 of the Companies (Audit and Auditors) Rules, 2014.

Ordinary resolutions for matters such as appointment of directors (Section 152), increase in authorised share capital (Section 61), or related-party transactions beyond prescribed thresholds (Section 188) must be filed in Form MGT-14 within 30 days. Special resolutions for change of name (Section 13), alteration of objects clause, or buy-back of shares (Section 68) also require Form MGT-14 within 30 days under Section 117. Non-filing attracts a penalty of Rs 1 lakh on the company and Rs 50,000 on every officer in default.

A preferential allotment requires a special resolution under Section 62(1)(c) read with Rule 14 of the Companies (Prospectus and Allotment of Securities) Rules, 2014. Application money must be received into a separate bank account and shares allotted within 60 days under Section 42. Form PAS-3 (return of allotment) must be filed within 30 days of allotment. For AY 2026-27 (FY 2025-26 income), the excess of issue price over fair market value determined under Rule 11UA of the Income-tax Rules, 1962 was taxable as deemed income under Section 56(2)(viib) of ITA 1961; this provision is abolished from April 1, 2025 onwards.

Every company must hold its AGM within six months from the close of the financial year and within 15 months from the preceding AGM under Section 96 of the Companies Act, 2013. A first-year company must hold it within nine months of closing its first financial year. If the AGM is not held, the Registrar can call a meeting on application under Section 97, and the company plus every officer in default faces a fine up to Rs 1 lakh plus Rs 5,000 per day of continuing default under Section 99. AOC-4 and MGT-7A deadlines are pegged to the AGM date, so a missed AGM triggers cascading late-filing fees under Section 403.