Public Limited Company Audit: Requirements & Compliance Guide

Q: What are the audit and ROC due dates for an unlisted public company this year?

The tax audit report is due by 21 October 2026 and ITR-6 by 21 November 2026 (CBDT Circular No. 07/2026). Transfer-pricing cases stay on 31 October and 30 November. For an AGM held on 30 September 2026, AOC-4 is due by 30 October and MGT-7 by 29 November 2026.

Audit of an Unlisted Public Company

Emerging Issues & Practical Traps for FY 2025-26 (AY 2026-27)

Deposit Rules & GovernanceBy Shahnawaz & Associates, Chartered AccountantsUpdated 7 Oct 2026

₹50Cr

Secretarial audit capital limb

₹250Cr

Secretarial audit turnover limb

₹100Cr

Borrowings limb (any company)

Never

Small-company relaxation applies

Introduction: More Governance, Less Scrutiny

An unlisted public company occupies an odd middle ground — subject to significantly more governance machinery than a private limited company, yet without the continuous market and regulatory scrutiny a listed company faces. That gap is exactly where compliance gets missed.

This is Part 7 of our entity-wise audit series. Our Public Limited Company page covers structuring; this piece covers the audit-specific traps.

Snapshot

Public companies face materially stricter deposit-acceptance rules under Sections 73/76 than private companies.
Secretarial audit applies at ₹50 crore paid-up capital or ₹250 crore turnover — but the ₹100 crore borrowings limb applies to any company, public or private.
An unlisted public company gets none of the small-company relaxations available to a private limited company, regardless of size.

The Compliance Stack

Layer 1

Statutory Audit + Full CARO

Mandatory every year, no small-company exemption route available at all.

Layer 2

Tax Audit

Sec. 44AB / New Sec. 63 — standard business/professional thresholds apply.

Layer 3

Secretarial Audit

Sec. 204 — triggered at ₹50 crore capital or ₹250 crore turnover, thresholds public companies reach routinely.

Issue 1: Deposit Rules Under Sections 73/76

Serious Breach Category

Section 73 generally prohibits companies from inviting or accepting deposits from the public, subject to specific exemptions and conditions. Section 76 provides a narrower route for an “eligible company”, one with net worth of at least ₹100 crore or turnover of at least ₹500 crore that has passed a special resolution and obtained a credit rating (Rules 2(1)(e) and 3 of the Companies (Acceptance of Deposits) Rules, 2014) to accept deposits from the public specifically, subject to additional conditions beyond those in Section 73.

⚠️ Why This Trips Up Auditors Loan or advance arrangements from a wide base of shareholders, promoters' relatives, or informal investors are sometimes not recognised as "deposits" for Companies Act purposes because they don't look like a bank-style deposit product — but the Companies Act definition of "deposit" is broad and captures many forms of borrowing that fall outside the specific carve-outs.

✅ Reporting Impact Test every borrowing arrangement (not just formally labelled "deposits") against the Companies Act definition of deposit and the available exemptions before concluding no Section 73/76 issue exists — the CARO clause on deposits (clause (v)) requires this analysis explicitly. Also confirm that Form DPT-3, the annual return of deposits and of outstanding money not treated as deposits, was filed by 30 June.

Issue 2: Secretarial Audit Thresholds

Frequently Missed Limb

Section 204 requires secretarial audit for every listed company, and for an unlisted public company meeting either of two thresholds: paid-up share capital of ₹50 crore or more, or turnover of ₹250 crore or more. A third limb — outstanding loans or borrowings from banks or public financial institutions of ₹100 crore or more — applies to any company, public or private.

⚠️ Common Reporting Error The borrowings limb is routinely overlooked because it's assumed secretarial audit is a "public company thing." A leveraged public or private company well below the capital/turnover thresholds can still be pulled into Section 204 purely on its borrowing level.

Issue 3: No Small-Company Relaxation, Ever

Section 2(85) explicitly excludes public companies from the "small company" definition, regardless of how small their paid-up capital or turnover actually is. This means none of the relaxations available to a small private company — see our Private Limited Company Audit Guide for the December 2025 revision — are ever available to a public company, even a very small one.

Issue 4: Related-Party Approval Route

Related-party transactions above prescribed thresholds in a public company generally require not just Board approval but shareholder approval by ordinary resolution (with related shareholders excluded from voting), a governance layer that doesn't apply in the same way to most private companies. Omnibus approvals are permitted but need to be reviewed and renewed annually with specific value/nature limits.

Practical Audit Tips

Test every borrowing arrangement against the Companies Act "deposit" definition, not just formally labelled deposits.
Check the secretarial audit borrowings limb independently — it isn't limited to public companies.
Never apply small-company relaxations to a public company, regardless of size.
Verify shareholder approval (not just Board approval) for related-party transactions crossing the prescribed thresholds.

Commonly Missed Items

All borrowing arrangements tested against the Companies Act deposit definition, not just formal deposit schemes
Secretarial audit applicability tested on all three limbs (capital, turnover, borrowings) independently
Related-party shareholder resolutions verified for transactions above prescribed thresholds
Minimum director count (three) and independent director requirements verified through the year
At least two independent directors, an Audit Committee and a Nomination & Remuneration Committee in place where paid-up capital is ₹10 crore or more, turnover ₹100 crore or more, or outstanding loans, debentures and deposits exceed ₹50 crore. Wholly-owned subsidiaries, joint ventures and dormant companies are exempt.
Form DPT-3 filed by 30 June for deposits and exempted loans/advances
Deposit Repayment Reserve, where deposits are accepted under Section 76, checked for adequacy

Reference Table

Item	Threshold / Rule
Small company relaxation	Never available to a public company, regardless of size
Secretarial audit (public company)	Paid-up capital ≥ ₹50 crore OR turnover ≥ ₹250 crore
Secretarial audit (any company)	Outstanding borrowings from banks/PFIs ≥ ₹100 crore
Related-party approval	Board approval, plus shareholder ordinary resolution above prescribed thresholds
Independent directors, Audit Committee & NRC	Paid-up capital ≥ ₹10 crore, OR turnover ≥ ₹100 crore, OR loans/debentures/deposits > ₹50 crore
Section 76 “eligible company”	Net worth ≥ ₹100 crore OR turnover ≥ ₹500 crore, with special resolution and credit rating

Frequently Asked Questions

We're a small unlisted public company — do we get any Companies Act relaxations?

Answer: No. Public companies are excluded from the "small company" definition entirely, regardless of paid-up capital or turnover.

Does secretarial audit apply only if we're large by capital or turnover?

Answer: No. There's a separate, independent trigger based purely on outstanding borrowings from banks or financial institutions crossing ₹100 crore — this applies to private companies too.

What are the audit and ROC due dates for an unlisted public company this year?

Answer: The tax audit report is due by 21 October 2026 and ITR-6 by 21 November 2026 (CBDT Circular No. 07/2026). Transfer-pricing cases stay on 31 October and 30 November. For an AGM held on 30 September 2026, AOC-4 is due by 30 October and MGT-7 by 29 November 2026.

📞 Need Governance-Aware Audit Support? We test deposit-rule compliance, secretarial audit applicability across all three limbs, and related-party approval routes together for unlisted public companies.
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