Annual Compliance for Private Limited Company in India
A Private Limited Company in India carries a fixed calendar of statutory obligations that runs continuously through the financial year — not a once-a-year filing exercise. These span Ministry of Corporate Affairs (MCA) filings such as AOC-4, MGT-7/MGT-7A and DIR-3 KYC, Income Tax deadlines including advance tax instalments and the annual return, and internal governance requirements like board meetings and statutory registers. Missing even one ROC form attracts an additional filing fee that accrues per day of delay with no upper cap on most forms, and a lapsed DIR-3 KYC deactivates a director's DIN until it is regularised. This guide lays out the complete annual compliance calendar, the recurring and event-based filings, and the most common ways companies slip into default, so the finance and secretarial teams can plan the year rather than react to it. Always cross-check current due dates and fee schedules on the MCA and Income Tax e-filing portals before relying on any specific date below, since government notifications occasionally shift them.
Before you start
- Appointed statutory auditor whose term and eligibility are current
- Books of accounts maintained (physically or on accounting software) and reconciled with bank statements
- Active Digital Signature Certificate (DSC) for at least 2 directors, not expiring mid-filing-season
- All previous year's ROC and income tax returns filed without pending defaults
- Company Secretary appointed if paid-up share capital crosses the prescribed threshold under the Companies (Appointment and Remuneration of Managerial Personnel) Rules
- Registered office address, PAN, TAN and bank KYC details current and matching MCA/Income Tax records
- Related-party transactions and director interest disclosures (Form MBP-1) updated for the year
- List of loans, deposits and outstanding advances from directors/shareholders compiled for DPT-3 reporting
Step-by-step
April–May: Opening the Compliance Year
Start the financial year by confirming the statutory auditor's appointment is valid for the year (or place a resolution for re-appointment/ratification at the first board meeting), and verify that DSCs for signing directors are not due to expire before the September–November filing window.
Begin collating the previous year's transaction data, bank reconciliations and fixed-asset movements early — this is the input needed for both the tax audit (if applicable) and the AGM financial statements later in the year, and starting late is the single biggest cause of missed deadlines downstream.
By June 30: DPT-3 (Return of Deposits)
Every company (other than a government company) must file Form DPT-3 annually, reporting deposits and certain outstanding loans/receipts as of March 31 of the preceding financial year, even where the amounts are exempt deposits such as unsecured loans from directors.
Common trap: DPT-3 is treated as a "deposits" form and skipped by companies that have no deposits — but it is also a disclosure return for exempt receipts (director loans, inter-corporate deposits, etc.), so most active companies need to file it.
June 15: Advance Tax — 1st Instalment
Companies must pay advance tax if the estimated tax liability for the year exceeds ₹10,000. The first instalment (15% of estimated annual tax) is due June 15. Interest under sections 234B/234C applies on shortfalls, so revisit the estimate as actual quarterly numbers come in rather than filing a single estimate in April and forgetting it.
July–August: Finalising Financial Statements
Close the books for the year ended March 31, complete the statutory audit, and have the board approve the financial statements and the Board's Report (including CSR disclosures, if applicable, and a disclosure of the web-link where the annual return is placed on the company's website under Section 92(3) — the standalone MGT-9 extract of annual return was dropped from the Board's Report requirement by the 2018 amendment and should not be attached).
Issue the notice for the AGM at this stage with the requisite notice period, along with the audited financials, auditor's report and Board's Report attached, so the AGM itself is a formality rather than a scramble.
By September 15: Advance Tax — 2nd Instalment
The second advance tax instalment (cumulative 45% of estimated annual tax) is due September 15. Reconcile actual H1 profitability against the earlier estimate and top up the payment to avoid interest for underpayment.
By September 30: AGM, DIR-3 KYC and Tax Audit Report
The Annual General Meeting must ordinarily be held within six months of the financial year-end — by September 30 for a company following an April–March year (the first AGM after incorporation may be held within nine months of the first financial year-end). An extension of up to three months can be sought from the Registrar in limited circumstances, but is not automatic.
Separately, every director holding a DIN must complete DIR-3 KYC (or the simpler DIR-3 KYC-Web where nothing has changed) by September 30 — start this in April so directors aren't chasing OTPs at the deadline. A director's DIN is marked "Deactivated due to non-filing of DIR-3 KYC" if missed, which blocks that director from signing any MCA form until it is filed along with the prescribed late fee.
If the company is subject to tax audit under Section 44AB, the Tax Audit Report (Form 3CA/3CB-3CD) is also typically due around this date — confirm the exact current due date each year, as CBDT circulars occasionally extend it.
Within 30 Days of AGM: File AOC-4
Form AOC-4 (or AOC-4 XBRL, where XBRL filing applies based on listing status, turnover or paid-up capital thresholds) must be filed with the Registrar within 30 days of the AGM, attaching the audited financial statements, Board's Report and auditor's report.
AOC-4 is tied to the AGM date, not a fixed calendar date — filing it without having actually held a proper AGM creates a compliance gap that surfaces later, typically when MGT-7 data doesn't reconcile.
Within 60 Days of AGM: File MGT-7 / MGT-7A
The Annual Return is filed on Form MGT-7 (or the abridged MGT-7A for small companies and One Person Companies, subject to meeting the current small-company thresholds) within 60 days of the AGM. It captures shareholding pattern, indebtedness, director and KMP details, and other governance disclosures as they stood on March 31.
Cross-check share capital and shareholding figures against AOC-4 and the share transfer register before filing — mismatches are a common reason for MCA queries or resubmission.
By October 31: Income Tax Return (ITR-6)
Companies (other than those claiming exemption under Section 11) file ITR-6. For companies subject to tax audit or transfer pricing reporting, the due date is generally October 31 (or November 30 where a transfer pricing report in Form 3CEB is also required) — confirm the applicable date for the assessment year against the latest CBDT notification.
By December 15 and March 15: Remaining Advance Tax Instalments
The third instalment (cumulative 75%) falls due December 15, and the final instalment (100% of estimated tax) falls due March 15. Reassess the year's actual profitability at each stage — companies commonly under-pay in Q3/Q4 after a stronger-than-expected year-end, triggering interest under Section 234C even though the annual return will eventually reconcile everything.
Quarterly, All Year: Board Meetings and CSR/Registers Compliance
A Private Limited Company must hold at least four board meetings in a financial year, with a gap of not more than 120 days between two consecutive meetings; meetings may be held by video conference with proper notice, quorum and recorded minutes signed within 30 days.
If the company crosses the CSR applicability thresholds (net worth of ₹500 crore or more, turnover of ₹1,000 crore or more, or net profit of ₹5 crore or more in the preceding financial year), constitute a CSR committee, spend at least 2% of average net profit on CSR activities, and file Form CSR-2 as an addendum, typically after AOC-4, by the date notified for that filing cycle.
Maintain statutory registers throughout the year — Register of Members, Register of Directors and KMP, Register of Contracts (MBP-1/MBP-4), Minutes Books, and the Register of Charges — available for inspection at the registered office or in an approved digital format.
As They Arise: Event-Based Filings
Outside the fixed calendar, certain corporate events trigger immediate filings, generally within 30 days of the event: director appointment or resignation (DIR-12), change of registered office (INC-22), change in authorized capital (SH-7 together with MGT-14 for the resolution), creation or modification of a charge (CHG-1), and allotment of new shares (PAS-3). Track these separately from the annual calendar since they are triggered by transactions, not by a date.
Common mistakes to avoid
- Missing DIR-3 KYC by September 30 — the director's DIN is deactivated, blocking that director from signing any MCA form until KYC is filed along with the applicable late fee.
- Filing AOC-4 or MGT-7 without actually holding the AGM on record — both forms are legally tied to the AGM date, and filing them without a proper AGM creates a compliance gap that surfaces later.
- Not maintaining signed minutes of board meetings — minutes must be signed by the chairman within 30 days; unsigned minutes do not constitute valid evidence of the meeting under the Companies Act.
- Treating DPT-3 as optional because the company has "no deposits" — outstanding loans from directors or shareholders are exempt deposits that still must be disclosed in DPT-3 by the due date.
- Ignoring CSR-2 once the company crosses the applicability thresholds — this is a separate addendum filing from AOC-4 and is easy to overlook in the first year the thresholds are triggered.
- Filing MGT-7 with shareholding or capital figures that don't reconcile with AOC-4's financial statements, causing MCA queries or resubmission delays.
- Assuming small-company or OPC exemptions (like MGT-7A eligibility) automatically continue — turnover and paid-up capital thresholds are checked every year, and a good year can push the company out of the exemption.
- Letting a director's DSC expire between April and the September–November filing season, discovered only when a form needs to be signed and cannot be submitted on time.
Frequently asked questions
What is the late fee for filing ROC forms after the due date?
For most ROC forms (AOC-4, MGT-7, DIR-12, PAS-3 and similar), an additional filing fee accrues per day of delay with no upper cap on many of these forms, so a delay of even a few months can become expensive. Fee slabs have been revised by MCA in the past and can change again — confirm the current fee schedule on the MCA portal before estimating the cost of a delayed filing rather than assuming a fixed rate.
Is an AGM mandatory for a Private Limited Company?
Yes. Every Private Limited Company (other than a One Person Company, which is exempt) must hold an Annual General Meeting each financial year, within six months of the financial year-end for subsequent years — by September 30 for an April–March company. The first AGM after incorporation may be held within nine months of the first financial year-end.
Can a board meeting be held by video conference?
Yes. Board meetings can be held through video conferencing under the MCA rules, provided proper notice is given, quorum is established and recorded, and minutes are prepared. Most items of business can be transacted this way, though it's worth confirming current rules for any specific restricted matters before relying on VC alone.
What happens if the AGM is not held on time?
Failing to hold the AGM by the due date is itself a default under the Companies Act and can attract penal consequences for the company and its officers in default, separate from the downstream knock-on effect of AOC-4 and MGT-7 also becoming overdue since both are calculated from the AGM date. If a genuine delay is unavoidable, an extension can be sought from the Registrar before the original deadline, though it is not granted automatically.
Do we need to file DPT-3 if the company has zero outstanding loans or deposits?
If the company genuinely has no outstanding loans, advances or deposits as of March 31, a nil DPT-3 filing is generally still expected as a disclosure confirming that position — check current MCA guidance, as the requirement to file even a nil return has been clarified and revised over past years.
What is MGT-7A and who can use it?
MGT-7A is an abridged version of the annual return introduced for One Person Companies and small companies (companies meeting the current paid-up capital and turnover thresholds for "small company" status). Eligibility is reassessed every year based on that year's figures, so a company that qualified last year should re-check before assuming it still qualifies.
Is a statutory audit mandatory regardless of company size?
Yes. Unlike LLPs, which are only required to have their accounts audited above certain turnover/contribution thresholds, every Private Limited Company must have its accounts audited annually by a chartered accountant, irrespective of turnover or size.
What is the penalty for not maintaining statutory registers?
Failure to maintain the prescribed statutory registers (Register of Members, Directors and KMP, Contracts, Charges, and the minute books) can attract penalties on the company and officers in default under the relevant provisions of the Companies Act, and also creates practical problems during due diligence, funding rounds or MCA inspections when the registers can't be produced.
Does every private company need to file CSR-2?
No — only companies that meet the CSR applicability thresholds (net worth of ₹500 crore or more, turnover of ₹1,000 crore or more, or net profit of ₹5 crore or more in the immediately preceding financial year) need to constitute a CSR committee, spend on CSR, and file the CSR-2 addendum. Most small and mid-sized private companies fall outside these thresholds.
We've missed several years of ROC filings — can this be regularised?
MCA has periodically launched amnesty-style schemes (such as the one-time Companies Fresh Start Scheme in the past) allowing companies to clear accumulated ROC defaults at reduced additional fees. Whether such a scheme is currently open changes over time, so check the MCA portal for any active scheme, and consult a company secretary or CA before assuming standard late fees apply if the default has run for multiple years — very old defaults can also trigger separate compounding or strike-off risk.
When is a Company Secretary mandatory for annual compliance sign-off?
A whole-time Company Secretary is mandatory for companies whose paid-up share capital crosses the threshold prescribed under the Companies (Appointment and Remuneration of Managerial Personnel) Rules. Below that threshold, filings can be certified by a practicing company secretary or handled by the directors with professional support, but it's worth reconfirming the current capital threshold each year as the company grows.
Do advance tax instalment dates differ for companies versus individuals?
No — the same four-instalment advance tax schedule (15% by June 15, 45% cumulative by September 15, 75% cumulative by December 15, 100% by March 15) applies to companies as to other taxpayers liable for advance tax, provided the estimated annual tax liability exceeds the statutory threshold.
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