Building Conviction in a Company You Cannot Meet

The Ministry of Corporate Affairs counted 21,72,201 active companies and 5,22,657 active LLPs in India at the end of August 2026. Every one of them has to file. Almost nobody reads the filings before wiring money to one.

Our core work is deliberately boring: diversified mutual fund portfolios, held for long periods, with written guardrails around them. That is what most of a client’s wealth should be doing.

But clients with capital get shown other things. A pre-IPO allocation closing this month. Unlisted shares in a company everyone expects to list. A friend’s manufacturing business raising a round. A stake in a cousin’s company, offered warmly, over lunch. These arrive outside the portfolio, they arrive with a deadline, and they arrive as a deck.

A deck is not evidence. It is the sell side’s account of itself, selective by design. Not necessarily dishonest, but written by people with a position. The useful question is not whether the story is appealing. It is whether anything the company was obliged to say contradicts it.

For an Indian company, a surprising amount of what it was obliged to say is public.

What a Company Has to File, and What Each Filing Tells You

One thing to settle first, because it determines whether any of this applies. Companies file the four forms below. An LLP is on the same register but files different ones, Form 8 for its accounts and Form 11 for its annual return. A partnership firm or a proprietorship is not on the MCA register at all, and for those this entire method gives you nothing. Establish which you are being offered before you go looking for forms that do not exist.

For companies, four filings carry most of the signal.

AOC-4, the financial statements. Audited accounts, due within thirty days of the annual general meeting, or within thirty days of the date by which the AGM should have been held if it was not held at all, with reasons. A one-person company files within 180 days of the financial year end instead, since it need not hold an AGM.

This is the document you read the deck against. Revenue described as “run rate” in a presentation has an audited counterpart here. So does the debt the presentation called manageable.

MGT-7, the annual return. Due within sixty days of the AGM, or sixty days from when it should have been held.

Two things about this one matter more than its contents. First, it reports particulars “as they stood on the close of the financial year”. Combine that with an AGM permitted up to six months after year end and a sixty-day filing window, and the shareholding in the most recent annual return is typically eight to twelve months old when it is filed and eighteen months or more old when you read it. Second, it names the registered holder. Beneficial ownership sitting behind a registered holder is declared separately under section 90 and filed in Form BEN-2, which is a different document and a different search.

Even so, shareholding is where a surprising number of theses quietly die. The founder who described himself as running the company turns out to have held eleven per cent at the last year end. An earlier round was raised on terms nobody mentioned. A shareholder you have never heard of holds a blocking stake. None of that makes the investment bad. All of it changes what you are buying.

One-person companies and “small companies” file an abridged version, MGT-7A. Small company is a defined category, not an impression of size, and the definition widened sharply on 1 December 2025: a private company with paid-up capital up to ₹10 crore and turnover up to ₹100 crore now qualifies, provided it is not a public company, a holding or subsidiary company, a section 8 company or governed by a special Act. For this audience that is the whole point. A private company turning over ₹90 crore now files the thin return. A lot of what you will be shown does.

DIR-12, director changes. Filed by the company within thirty days of an appointment or a change.

A single departure means nothing. A pattern means something: three independent directors leaving inside a year, an auditor change alongside a finance-side resignation, a board entirely reconstituted since the numbers in the deck were prepared. Directors resign for ordinary reasons. They also resign when they have seen something and would rather not be named on the next filing.

There is a second form here that few people outside the profession look for. A resigning director may file his own notice, Form DIR-11, with his reasons, within thirty days. A DIR-11 sitting on the register with no matching DIR-12 from the company is exactly the kind of divergence worth asking about.

CHG-1, charges on assets. Filed within thirty days when a company creates security over its assets, typically for a lender. CHG-9 covers debentures; CHG-4 reports satisfaction of a charge, also within thirty days.

Equity is the residual. Knowing what sits above it in the queue is not a detail, it is most of the analysis. A deck presenting an asset-heavy balance sheet as a comfort, while the register shows those assets charged to three lenders, is telling you something it did not intend to.

Two cautions. Late registration is possible on additional fees, and on ad valorem fees beyond that, so a charge can appear on the register months after it was created. And the register shows only what was registered: an unfiled CHG-1 leaves an invisible hole, an unfiled CHG-4 leaves a satisfied charge still showing as live, and security given by shareholders over their own shares, unsecured borrowing, statutory dues and operational creditors never appear at all.

Filing Discipline as a Governance Signal

Read the filing history as a series rather than a set of documents and a second kind of information appears, one with nothing to do with the numbers.

A company that files on time, every year, in the right forms, has functioning finance and secretarial processes and somebody senior who cares about them. A company with a missing year, or a cluster of late filings, or a sudden catch-up of three years at once, is telling you how it is run.

That signal is independent of the business, and for a private company you cannot otherwise observe it may be the only governance evidence available. Entiva has a good piece on reading exactly this: the annual filing calendar, and what a missing year actually means, including where consecutive missed filings start to carry director disqualification and strike-off consequences.

Director interlocks deserve the same treatment. The same three names across fourteen entities may be a legitimate group structure, a professional director with a portfolio, or something that needs a much longer conversation. The register will not tell you which. It tells you the question exists.

Why Almost Nobody Does This by Hand

The register is public. Using it is awkward in a specific way.

A company’s filings are not one download. They sit in separate document categories, each needing its own journey through the portal with its own CAPTCHA. Entiva counts eight such journeys per company, which matches the way MCA groups the documents: certificates, director changes, incorporation documents, charge documents, annual returns and balance sheet forms, and so on.

Access is charged by inspection rather than by document. At the time of writing the fee prescribed under section 399 is ₹100 per company for View Public Documents, one payment covering that company’s public filings, with a seven-day access window and a three-hour viewing session once you open the first file. Certified copies are a separate service, charged per page. Confirm the current figures on the portal before you rely on them, since the fee rules are amended often.

The other thing worth knowing is that walkthroughs written before last year describe screens that no longer exist. MCA finished moving company filings onto its V3 platform in July 2025 and decommissioned the legacy V2 portal on 30 June 2026.

We use Entiva for this step. Its free lookup, on the homepage and needing no account, returns name, CIN, status, incorporation date and state, and that alone settles a surprising number of questions in the first two minutes. Does the entity named in the deck exist? Is it the entity actually raising the money, or a similarly named one? Is it active, or struck off? Was it incorporated last quarter despite a decade of claimed operating history?

A small calibration on its coverage, since the number is quoted at you: Entiva describes 3.6 million companies and LLPs, against MCA’s roughly 21.7 lakh active companies and 5.2 lakh active LLPs. The difference is struck-off and dormant entities, which is a feature rather than a gap, because a struck-off company is precisely the thing you want the lookup to tell you about.

Where This Sits in Conviction Building

We think of the register as a falsifier, not a source of conviction.

Conviction comes from understanding the business: what it sells, to whom, why that persists, and why the price on offer is reasonable. The register gives you none of that. What it does is test whether the story survives contact with the record, and a thesis that fails a public-record check never needed a valuation debate.

So the sequence is unromantic:

  1. Identity and status first. Free, two minutes, and it ends the conversation more often than you would expect.
  2. Structure and ownership next. Who was on the register at the last year end, who controls the company, what is layered above the equity.
  3. Then the numbers, read against the deck rather than instead of it.
  4. Then the pattern over time. Filing discipline, board stability, charges created and satisfied.
  5. Only then the questions you put to management, which by this point are specific and awkward and therefore useful.

The order matters. Doing the cheap checks first means the expensive analysis only happens on propositions that deserve it.

What the Register Will Not Do for You

Filings lag, and the annual return lags worst. Accounts arrive months after the year they describe. Shareholding is a year-end snapshot. For a fast-moving private company the most recent filing can be close to two years behind the business.

Audited does not mean accurate. An auditor’s signature is a meaningful control, not a guarantee. Read the audit report itself, including any qualification, not only the statements.

Small companies disclose less, but not in the way people assume. The accounts still arrive in full. What thins out is the governance wrapper: no cash flow statement required, an abridged board’s report, the abridged annual return, and exclusion from the auditor’s separate reporting on internal financial controls and from CARO reporting. The absence of detail is not evidence of anything except a filing category.

The ROC on an older filing may no longer be the company’s ROC. The Registrar of Companies offices were reorganised on 16 February 2026, splitting several jurisdictions. It trips people reading a filing series across that date.

It is entirely backward-looking. The register describes what the entity has been. Every reason to invest is a claim about what it will be, and no filing speaks to that.

It is not a substitute for access. If you cannot meet management, cannot see a customer contract, and cannot get a straight answer about the last round’s terms, the right conclusion is rarely “the filings looked fine”. For most of our clients, most of the time, the right answer to an unlisted proposition is still no. And the right size for the ones that get a yes is small enough that being wrong does not matter.

That is not scepticism about private markets. It is the same capital-preservation logic we apply everywhere else. Check what is checkable, size for the possibility that you are wrong, and do not let a deadline in somebody else’s process become your decision timeline.

If you have been shown something outside your portfolio and want a second pair of eyes on it, book a call. We will start with the register.

Sources. Companies Act 2013, sections 77, 90, 92, 137, 168 and 170, and the rules made under them, for the filings and their deadlines · Ministry of Corporate Affairs for the V3 portal, active-entity counts and current fees · Companies (Specification of Definition Details) Amendment Rules 2025 for the small-company thresholds effective 1 December 2025 · Entiva.

Also referenced. Entiva, The annual filing calendar, and what a missing year actually means (11 September 2026).

Filing forms, fees and thresholds change frequently, and the small-company definition has moved three times since 2021. Confirm the current position at the MCA portal rather than relying on this summary.

General information about company due diligence. Not investment advice, and not a recommendation regarding any security or company. Investments in unlisted securities carry risks including illiquidity and total loss of capital. Mutual Fund investments are subject to market risks, read all scheme related documents carefully.

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