Event-Based Filings (ADT-1, DPT-3, MGT-7, AOC-4)

An annual filing is due once a year regardless of what happened in the company — AOC-4 (financial statements) and MGT-7 (annual return) are the classic examples, tied to the AGM date. An event-based filing is triggered by something the company does or that happens to it — appointing an auditor, taking a loan secured by company assets, allotting shares, changing a director, or amending the Articles. The deadline for an event-based filing runs from the date of that specific event, not from the financial year-end, and the windows are usually much shorter — 15 or 30 days rather than months.

Not precisely, and we are explicit about this distinction with clients. ADT-1 (auditor appointment) is a genuine event-based filing — it fires whenever an auditor is appointed, whether at incorporation or mid-term. DPT-3 (deposits and loans return) is filed once a year by 30 June, but the underlying obligation is driven by events — every loan or deposit received during the year — so it sits between the two categories and needs event-level tracking even though the filing itself is annual. MGT-7 (annual return) and AOC-4 (financial statements) are, strictly speaking, annual filings tied to the AGM, not standalone events — PNPC manages these under the Annual Compliance retainer, coordinated with event-based filings so nothing falls through the gap between the two services.

The auditor's appointment itself remains valid even if ADT-1 is filed late — the form is a notification to the Registrar, not a condition of the appointment's validity. However, additional filing fees accrue under the Companies (Registration Offices and Fees) Rules for every day of delay, and the company should not treat late ADT-1 filing as a routine matter, since repeated defaults draw regulatory attention. PNPC files ADT-1 within the 15-day window as a standard part of every audit engagement, precisely to avoid this becoming an issue.

When a company borrows money and gives the lender security over its assets — a mortgage on property, a hypothecation of receivables or inventory, a pledge of shares — that security interest is called a 'charge'. Section 77 of the Companies Act 2013 requires every charge to be registered with the Registrar of Companies within 30 days of its creation, using Form CHG-1. This creates a public record so that anyone dealing with the company — another lender, an investor, a buyer of company assets — can see what is already pledged. Without registration, the charge can be void against the liquidator and other creditors if the company is later wound up, even though it remains enforceable between the company and the lender directly.

Yes, within limits. Under Section 77 and the Companies (Registration of Charges) Rules, the Registrar can condone a delay in charge registration in two further stages beyond the original 30-day window: first, an additional 30 days (i.e. within 60 days of creation) on payment of additional fee, and then a further period up to 120 days from creation on payment of ad valorem fee — no separate application to the Central Government is needed for either of these condonation stages under the current provisions. Beyond that 120-day outer limit, registration requires an application to the Central Government (delegated to the Regional Director) under Section 87, involving a formal condonation process, additional documentation, and materially more time and cost.

Yes, it matters more than most companies realise. An unfiled CHG-4 means the charge still shows as 'open' on the MCA public register even though it has been repaid. This creates friction in several scenarios: a new lender's due diligence flags an existing charge that appears unresolved; a buyer in an asset sale or M&A due diligence process raises it as an open item; and in some cases, the original lender's compliance team is slow to respond to a satisfaction request years after the loan closed, making the eventual filing harder to complete. PNPC can assist with tracing historical loan closures and coordinating with the original lender to obtain the satisfaction confirmation needed to file CHG-4, however old the underlying loan.

Two separate filings are needed when a director resigns: DIR-12 filed by the company (within 30 days of the Board's knowledge of the resignation) and DIR-11 filed independently by the resigning director themselves. If the company files DIR-12 but the individual never files their own DIR-11, or if neither is filed, MCA's public record continues to show the person as an active director — which can affect their DIN status on other engagements and their apparent liability exposure for the company's ongoing defaults. PNPC advises both the company and, where engaged, the individual director on completing both filings.

PAS-3 (Return of Allotment) must be filed with MCA within 15 days of the allotment date, listing the allottees, the number and class of shares, and the consideration received. If the allotment was to a person resident outside India, it also constitutes Foreign Direct Investment under FEMA, and Form FC-GPR must be filed on the RBI's FIRMS portal within 30 days of allotment — a separate filing with a separate regulator. If the allotment takes the paid-up capital beyond the currently authorised capital, Form SH-7 (increase in authorised capital) must be filed and effective before the allotment is valid. PNPC sequences and files all three where applicable.

DPT-3 is the annual return of deposits and other specified receipts — including loans from directors, inter-corporate loans, and certain advances — that a company must file by 30 June each year, reporting the position as at the preceding 31 March. Many companies assume DPT-3 applies only if they have accepted 'deposits' in the strict sense (from the public), but the form also captures amounts that are excluded from the definition of deposit — most commonly, loans from directors — which is why nearly every operating company has at least one reportable line item. Companies with genuinely no outstanding balances of any reportable category may still need to file a return depending on current MCA guidance and their auditor's assessment; PNPC evaluates DPT-3 applicability for every client each year rather than assuming it does not apply.

Tamil Nadu and Karnataka are different states, so a move from Chennai to Bangalore is an inter-state change of registered office — the more complex category. It requires a special resolution, an application to the Regional Director for approval (since it also changes the jurisdictional RoC), and only after that approval is obtained can the final INC-22 be filed to record the new address. A move within the same state (e.g. Chennai to another address in Tamil Nadu, potentially involving a jurisdiction change from one RoC to another within the state, or simply a local address change) follows a comparatively simpler process depending on whether the RoC jurisdiction itself changes.

MGT-14 is the filing that records certain Board and shareholder resolutions with the Registrar — most commonly special resolutions altering the Memorandum or Articles of Association, approving related-party transactions above prescribed thresholds under Section 188, or approving other matters the Companies Act specifically requires to be filed. It must be filed within 30 days of the resolution being passed. Ordinary Board resolutions for routine matters generally do not require MGT-14 filing — only the specific categories listed under Section 117(3) and related provisions.

Yes, and this is a common engagement pattern. Many companies have an in-house accounts or finance team capable of bookkeeping and day-to-day operations but without dedicated company-secretarial expertise to track event-based MCA triggers. PNPC can run purely as the event-based compliance layer — reviewing every Board resolution before it is finalised, tracking the resulting filing deadlines, and handling the MCA submissions — while the in-house team continues to manage accounting. We coordinate directly with the finance team rather than duplicating their work.

An in-house team without dedicated company-secretarial training typically discovers an event-based obligation only when someone happens to remember it, or when a bank, investor, or auditor asks about it during an unrelated process. PNPC's engagement inverts that sequence: we ask to be told about material corporate actions before they happen, we draft the resolution and the filing together so they are consistent, and we track every trigger against its specific deadline rather than relying on memory. The difference shows up most clearly in fee accumulation — clients who engage us proactively very rarely accrue additional MCA fees for event-based defaults; clients who come to us after a gap typically have one or more to clear first.

Yes. Foreign directors and NRI shareholders trigger the same MCA event-based obligations as any other director or shareholder change, plus additional layers: DIN and DSC procurement for a new foreign director involves apostille and notarisation of identity documents; share allotment to a non-resident triggers FC-GPR with RBI in addition to PAS-3 with MCA; and a foreign director's resignation or removal follows the same DIR-12/DIR-11 process but with cross-border document coordination. PNPC's Dubai office coordinates directly with UAE-resident directors and shareholders so document apostille, DSC video verification, and filing timelines are managed without the individual needing to travel.

No — and any firm that quotes a single flat number without knowing your specific form and delay period is guessing. Penalties vary by form: ADT-1, DIR-12, CHG-1, CHG-4, PAS-3, MGT-14, and SH-7 each fall under different fee schedules in the Companies (Registration Offices and Fees) Rules, with additional fee typically scaling by the number of days delayed and, for some categories, by the company's authorised share capital slab. For charge-related filings, there is also the separate and more serious consequence of the charge being void against creditors if registration is delayed beyond the condonation window. PNPC calculates the precise, current additional fee applicable to your specific form and delay before quoting any figure.

Most PNPC clients engage event-based filing as part of a broader compliance retainer that also covers annual filings, GST, and TDS — this gives us visibility into the full picture of the company's activity and reduces the chance that an event is missed because it fell outside a narrowly scoped engagement. For companies that prefer a standalone arrangement, we also quote per-filing fees for specific one-off events (a single director change, a single charge registration). The exact structure and fee are confirmed in writing before any engagement begins.

For an appointment: the incoming director's DIN (or PAN and identity documents if a fresh DIN application is needed), their written consent to act as director (Form DIR-2), a declaration of non-disqualification (Form DIR-8), and the Board or shareholder resolution approving the appointment. For a resignation: the outgoing director's resignation letter, evidence the Board has acknowledged it, and — separately — the director's own DIR-11 filing. For removal: the Section 169 notice and evidence the director was given an opportunity to be heard before the resolution was passed.

It depends entirely on what has actually happened in the company. A very small company with the same two founding directors since incorporation, no external loans, no share issuances since the founding round, and no address changes may genuinely have had no event-based triggers — in which case, no event-based filings would be expected. But if any of the following happened without a corresponding filing — a director changed, a bank loan was taken, a friend or family member's loan was recorded as received, shares were issued to a new person, or the office moved — there is likely a gap. PNPC runs a quick diagnostic review against the company's actual history (bank statements, Board minutes if any exist, shareholder register) to identify any gap before it surfaces in a bank, investor, or tax review.

Director disqualification under Section 164(2) is specifically tied to three consecutive years of default in filing annual returns (MGT-7) or financial statements (AOC-4) — not, on its own text, to event-based filings like ADT-1 or DIR-12. However, event-based defaults compound risk in other ways: an unregistered charge can be void against creditors on winding-up; an unfiled PAS-3 can leave a share allotment on uncertain footing; and a pattern of persistent event-based non-compliance is itself a red flag that regulators, banks, and investors treat as a proxy for weak governance, even where it does not trigger disqualification directly.

Some MCA forms are processed on a Straight-Through-Processing (STP) basis — approved automatically on submission if the data passes system checks — while others are routed to an RoC officer for manual examination (non-STP) and can attract a query (Resubmission, or 'RSUB') requiring the company to correct and resubmit within a stipulated window, typically 15 days. Whether a specific form is STP or non-STP, and how strict the RoC's review tends to be, varies by form type and can also depend on the jurisdictional RoC office. A form stuck in RSUB status is not yet 'filed' for compliance purposes until it is finally approved, so the underlying deadline risk continues until resolution.

LLPs follow a parallel but distinct event-based filing regime under the LLP Act 2008 and LLP Rules — Form 4 for changes in partners or designated partners, Form 3 for changes to the LLP Agreement, Form 8 and Form 11 for the LLP's own annual filings. These are governed by different sections and forms than the Companies Act filings covered in this service, though the underlying discipline — track the trigger, file within the window — is the same. PNPC handles LLP compliance as a related but separately scoped service; ask us to confirm which regime applies to your entity type.

A funding round typically triggers several event-based filings in sequence: SH-7 if authorised capital needs to increase to accommodate the new allotment; PAS-3 within 15 days of the actual share allotment; FC-GPR with RBI within 30 days for any non-resident investor; MGT-14 if the Articles are amended to add investor rights (liquidation preference, anti-dilution, board seats); and potentially DIR-12 if the investor's term sheet includes a board observer or director appointment right. PNPC prepares this sequence in advance of the term sheet closing, so the filings happen in the correct order and within the correct windows once the round actually closes — rather than being figured out under closing-week pressure.

A casual vacancy arises when an auditor's office falls vacant mid-term — most commonly through resignation, death, or disqualification — other than by the expiry of the auditor's term. Under Section 139(8), the Board must fill a casual vacancy within 30 days, except where it arises from the auditor's resignation, in which case the appointment must also be approved by shareholders in a general meeting convened within 3 months of the Board's recommendation. Until the vacancy is filled and the new auditor's ADT-1 is filed, the company is effectively without a statutory auditor, which can affect the timeline for any pending financial statement work.

The core event-based framework — ADT-1, DIR-12, CHG-1/CHG-4, PAS-3 where relevant, MGT-14 — applies to OPCs and Section 8 Companies as well, since they are incorporated under the same Companies Act 2013. Some practical differences exist: an OPC has only one member and typically one or two directors, so director-change events are simpler in scope but the sole member's nominee appointment (Form INC-3) is its own distinct event-based filing unique to the OPC structure. A Section 8 Company (non-profit) generally does not allot shares for consideration in the way a for-profit company does, so PAS-3 triggers are rare, but charge registration and director changes follow the standard rules.

No compliance process can catch an event nobody discloses, which is why PNPC's engagement structure is built around two complementary safeguards rather than relying on disclosure alone. First, we conduct periodic reviews of bank statements and the Register of Members/Directors as part of the annual audit and compliance cycle, which surfaces most undisclosed events (new loans, share transfers, address changes) even without being told directly. Second, we set an explicit expectation at the start of every engagement: material actions — borrowing, hiring senior staff with equity, changing the board, moving offices — should be flagged to us before they happen, and we repeat this reminder at each periodic check-in rather than assuming it was understood once.

CHG-1 is used to register the creation or modification of a charge for most categories of borrowing. CHG-9 is the specific form used for the creation or modification of a charge relating to debentures (including any rectification), a narrower category than CHG-1's general scope. For most operating companies taking a standard bank loan or working capital facility, CHG-1 is the applicable form; CHG-9 becomes relevant only if the company has issued secured debentures.

For clients with an Indian company and a UAE entity under common ownership, PNPC's Chennai/Bangalore/Hyderabad and Dubai offices operate as one coordinated team. India-side event-based filings — director changes, charge registrations, share allotments, FC-GPR for FDI — are tracked and filed by the India team. UAE-side events — changes to the UAE entity's licence, shareholders, or manager, and any UAE Corporate Tax or VAT implications of intercompany transactions — are handled by the Dubai team. Where an event on one side has an implication on the other (for example, an Indian share allotment to the UAE parent entity, or a UAE entity extending a loan to the Indian subsidiary that must appear in DPT-3), we manage it as a single coordinated filing exercise rather than two disconnected engagements.

The stated statutory deadlines (15 days, 30 days, etc.) are fixed by law, but the practical consequence of missing them varies by form. Most forms allow late filing with an escalating additional fee rather than an outright bar — DIR-12, ADT-1, PAS-3, and MGT-14 fall in this category. Charge registration (CHG-1) is the notable exception with a harder outer boundary: Registrar-level condonation is available up to 120 days from creation with escalating additional/ad valorem fee, but beyond that, formal Central Government approval is required, and the underlying charge's enforceability against third parties can be affected in the interim. Treat every deadline as effectively fixed in your planning — the 'additional fee' safety net exists for genuine emergencies, not as a routine buffer.

Yes. This is one of our more common engagement starting points — a company realises during a bank loan application, investor due diligence, or a routine MCA search that several event-based filings from prior years were never made. PNPC's process is to first reconstruct the full history of triggering events from bank statements, old Board minutes, and the share/director registers, then sequence the backlog filings correctly (some forms depend on others being filed first), and quantify the total additional fee exposure upfront so there are no surprises mid-process.

An incorrect filing — wrong allotment date, wrong charge amount, wrong director details — can be as problematic as a late one, sometimes more so, because it creates an inaccurate public record that a third party may rely on. Correcting it typically requires a rectification filing (where the specific form supports one) or, in some cases, an application to the Regional Director or NCLT for rectification of the register, which is a materially more involved process than a straightforward late filing. PNPC's practice of reviewing the underlying resolution before filing exists specifically to prevent this category of error, which is harder and more expensive to fix after the fact than a delay is.

This service is scoped to MCA/Companies Act event-based filings specifically, but PNPC's broader engagement model recognises that a single corporate event often triggers obligations under multiple laws simultaneously — a share allotment to a foreign investor triggers PAS-3 (MCA) and FC-GPR (FEMA/RBI); a registered office change can require a GST registration amendment in parallel; a new employee milestone can trigger PF/ESI registration thresholds. PNPC's retainer clients get this cross-law view as part of the engagement, so a single event is mapped to every filing it triggers — not just the MCA one — even though this specific service description centres on the Companies Act forms.

For a company with a reasonably current MCA record and no significant backlog, PNPC can typically complete onboarding — reviewing the existing Register of Directors and Members, DIN/DSC status of all directors, and any pending or recent events — within 1–2 weeks, after which we assume standing responsibility for tracking and filing new triggers as they arise. For a company with a compliance backlog, onboarding includes the diagnostic and reconstruction phase described elsewhere, which takes longer depending on the number of years and events involved.

A standalone CS firm can competently file forms once instructed, but event-based compliance fails most often at the recognition stage — knowing that an event has occurred and requires a filing — not at the mechanical filing stage. PNPC, as a practising CA firm handling audit, tax, and accounting for the same client, sees the bank statements, the loan agreements, the share allotment consideration, and the Board minutes as a natural part of other engagements — which means we are structurally positioned to catch triggers a filing-only CS firm, working from instructions alone, would only learn about if specifically told. We also draft the underlying resolutions and coordinate the accounting and tax consequences (TDS on director remuneration changes, FEMA on foreign allotments) alongside the filing itself.