Every company has a recurring compliance calendar that runs in parallel with the business — board meetings, annual filings, FEMA reporting, secretarial records, and statutory audits. Missing any of these does not just attract penalties; it creates compounding defaults that make future fundraising, investor due diligence, and even company closure significantly more difficult and expensive.
Annual returns, board meeting minutes, FEMA filings, statutory audit, DIN management, and secretarial records — we manage the complete MCA, RBI, and legal compliance lifecycle for your company throughout its life.
Every company incorporated under the Companies Act 2013 must file two core annual returns with the Registrar of Companies every year — without exception. Form MGT-7 (Annual Return) captures a complete snapshot of the company's shareholding structure, directorship, indebtedness, and governance as of 31 March — it must be filed within 60 days of the Annual General Meeting (AGM). Form AOC-4 (Financial Statements) attaches the audited Balance Sheet, P&L Account, Cash Flow Statement, notes, and the Board Report — to be filed within 30 days of the AGM. The AGM itself must be held within 6 months of the financial year end (by 30 September for March year-end companies). Default on any of these triggers compounding late fees of ₹100 per day per form — with no upper cap for continuing defaults — and can result in the company being marked as a defaulting company on MCA, blocking future filings and creating reputational risk with investors.
The Companies Act prescribes a minimum frequency for board meetings (at least four per year, with no gap of more than 120 days between two consecutive meetings) and mandates an Annual General Meeting (AGM) within six months of the financial year end. Every meeting — board or general — must be called by proper notice with the correct notice period (7 days for board, 21 days for general meetings unless shorter notice is consented to), conducted with a quorum, and documented with a signed attendance register and minutes. For startups that have raised investor capital, board composition obligations under the SHA — including investor nominee director participation — add another layer of complexity. Resolutions passed at board and general meetings must be filed with MCA in specific forms (MGT-14 for special resolutions, various forms for corporate actions) within prescribed timelines. We manage the full meeting compliance cycle: notice preparation, agenda drafting, quorum verification, resolution passing, minutes preparation, and all associated MCA filings.
Every individual who holds a Director Identification Number (DIN) — whether or not they are currently a director in any company — must file DIR-3 KYC annually by 30 September. This is not an optional filing; failure to file by the deadline causes the DIN to be automatically deactivated by MCA. A deactivated DIN means the director cannot sign any company filing, resolution, or MCA form — which effectively freezes all company-level MCA filings until the DIN is reactivated (at a fee of ₹5,000 per director). For startups with multiple directors — including nominee directors, independent directors, and NRI co-founders — tracking and filing DIR-3 KYC for all DIN holders each year is a critical but easily overlooked obligation. We track every director's DIN status, file DIR-3 KYC for all holders before 30 September, handle DIN reactivation where needed, manage resignation and new appointment filings, and maintain the updated Register of Directors.
Any startup that has received foreign investment — whether from an NRI, a foreign VC, a foreign angel, or an overseas entity — is subject to ongoing FEMA reporting obligations that persist for the entire life of the investment. The initial receipt of FDI requires filing Form FC-GPR with the RBI-authorised dealer bank within 30 days of allotment. Any subsequent transfer of shares between a resident and a non-resident — whether a founder selling to a foreign investor or an investor transferring to another party — requires Form FC-TRS filing within 60 days of receipt of consideration. Companies with foreign equity above certain thresholds must file an annual FECB (Foreign Exchange Compliance Body) return. Beyond FEMA, startups with overseas subsidiaries, foreign branches, or outward direct investment must comply with ODI (Overseas Direct Investment) regulations and Form ODI filings. Late or non-filing of these forms attracts compounding penalties under FEMA — up to 3× the amount involved — and retrospective RBI approval is often denied.
Every company — regardless of size, turnover, or profit — must have its accounts audited by a Chartered Accountant in practice. The statutory audit is not an optional exercise; it is a legal obligation under Section 139 of the Companies Act. The first auditor must be appointed within 30 days of incorporation at a board meeting and then ratified by shareholders at the first AGM. Subsequent auditors are appointed for a term of five years and ratified annually. The auditor's report — which accompanies the financial statements filed in AOC-4 — covers the company's books, internal controls, fraud reporting obligations, and specific disclosures required under the Companies Act. Separately, companies above prescribed thresholds must conduct a Secretarial Audit by a Company Secretary in practice and include the Secretarial Audit Report (Form MR-3) in the Board Report — covering compliance with all applicable laws, SEBI regulations, and secretarial standards. We conduct the statutory audit, prepare the auditor's report, and coordinate secretarial compliance to ensure every legally mandated certification is in place and every Board Report disclosure is complete.
When a startup is discontinued — whether due to a pivot, an acqui-hire, a failed fundraise, or a strategic decision to shut down — the company cannot simply be abandoned. An unattended company accumulates annual filing defaults, penalties, and director disqualification risk every year it remains unresolved on MCA. The formal routes to closure are: Strike-off under Section 248 of the Companies Act (the faster and cheaper route for small, dormant companies), Voluntary Liquidation under the Insolvency and Bankruptcy Code (IBC) 2016 (for companies that have assets to distribute), or NCLT-supervised winding up (for insolvent companies with disputed creditors). The right path depends on the company's financial position, outstanding liabilities, creditor claims, and whether the shareholders want a formal distribution. We advise on the most appropriate closure route, prepare all pre-closure filings (clearing pending returns, filing NIL returns, obtaining no-objection from tax authorities), draft the statutory declarations and resolutions, and manage the entire MCA process to formal dissolution — removing the company cleanly from the register.
Every date below is a hard statutory deadline — not a target. Missing any of these triggers penalties that accumulate daily until the default is remedied.
| Due Date | Form / Filing | What It Covers | Penalty for Default |
|---|---|---|---|
| 15 July | FLA Return (RBI) | Foreign liabilities & assets — mandatory for every company with FDI or ODI | FEMA penalty up to 3× the amount |
| 30 September | DIR-3 KYC | Annual KYC for every DIN holder — director or not | DIN deactivation; ₹5,000 reactivation fee |
| 30 September | AGM (Annual General Meeting) | Adoption of financial statements, auditor ratification, dividend declaration | ₹1L on company + ₹5,000/day continuing |
| Within 30 days of AGM | AOC-4 (Financial Statements) | Audited P&L, Balance Sheet, Cash Flow, Board Report | ₹100/day with no cap |
| Within 60 days of AGM | MGT-7 (Annual Return) | Shareholding pattern, directorship, governance snapshot | ₹100/day with no cap |
| Within 30 days of allotment | FC-GPR (RBI / FIRMS) | Foreign investment received — shares allotted to non-resident | FEMA penalty up to 3× the FDI amount |
| Within 60 days of transfer | FC-TRS (RBI / FIRMS) | Transfer of shares between resident and non-resident | FEMA penalty up to 3× the transaction value |
| Within 30 days of board meeting | MGT-14 (Special Resolutions) | MOA/AOA alteration, name change, ESOP scheme, reduction of capital | ₹1L on company + ₹5,000/day per officer |
| Within 30 days of event | DIR-12 (Director Changes) | Appointment, resignation, or change in particulars of director or KMP | ₹50,000 + ₹500/day continuing |
Ongoing MCA, RBI, and legal compliance is not glamorous — but it is the foundation on which every investor relationship, every fundraise, and every exit is built. We manage the complete annual compliance lifecycle for hundreds of companies, proactively, so founders never receive a surprise notice or discover a default during due diligence.
We do not wait for you to ask — we track every deadline for every client and initiate filings 30 days ahead. Our compliance calendar is automated, monitored, and reviewed monthly so nothing slips through.
Most CA firms handle MCA but refer FEMA to specialists — creating coordination gaps and delayed filings. We handle MCA, RBI, and secretarial compliance in-house — with no handoffs, no miscommunication, and no missed cross-obligations.
Every document we produce — board minutes, statutory registers, annual returns, FEMA filings — is maintained in a format ready for investor due diligence from day one. When the DD checklist arrives, there is nothing to scramble for.
When a company is wound down, closure must be as clean as the incorporation was correct. We manage the entire pre-closure compliance clearance, STK-2 filing, and formal dissolution — so directors are free of liability and free to start their next venture.
Whether you need annual return filing (MGT-7, AOC-4), board and general meeting compliance, DIR-3 KYC for directors, FEMA / RBI reporting for FDI (FC-GPR, FC-TRS, FLA), statutory audit management, or a clean company closure — we handle every ongoing obligation, end-to-end, every year.
4th Floor, Solitaire 1, New Link Rd, Malad West, Mumbai 400064.
+91-8169820387 | 022-46022657