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Private Limited Company Annual Compliance

Every private limited company must complete a set of annual compliances under the Companies Act, 2013, holding an AGM, getting its accounts audited, and filing AOC-4 and MGT-7 with the Registrar of Companies, regardless of turnover or activity. Missing these attracts a penalty of Rs. 100 per day per form with no cap, and three years of default disqualifies the directors. Samkhya manages your company’s annual compliance end to end.

Private Limited Company Compliance: A Detailed Guide

A private limited company is governed by the Companies Act, 2013 and must meet annual obligations with the Registrar of Companies (ROC), filed on the MCA V3 portal. It must hold an Annual General Meeting (AGM) within six months of the financial year end (by 30 September), have a statutory audit every year, and file AOC-4 (financial statements) within 30 days of the AGM and MGT-7 (annual return) within 60 days; small companies and OPCs file the simpler MGT-7A. Other annual items include ADT-1 for the auditor, DIR-3 KYC for directors, DPT-3 for deposits, and the income tax return. These apply to every company, including a dormant or zero-turnover one, and late filing of AOC-4 or MGT-7 attracts Rs. 100 per day per form with no cap.

Why Compliance Matters

Annual compliance brings clear benefits:

  • Avoids Penalties: The Rs. 100-per-day, uncapped late fee on each form adds up fast.
  • Keeps Status Active: Timely filing keeps the company Active on the MCA register.
  • Prevents Disqualification: Three years of default disqualifies directors for five years.
  • Avoids Strike-Off: Sustained non-filing can lead to the company being struck off.
  • Supports Funding: Clean filings are essential for loans, investors, and due diligence.
  • Builds Trust: Good compliance reassures banks, investors, and partners.

The Core Annual Filings

A company’s annual filings are:

  • AGM: Held within six months of the year end, by 30 September.
  • AOC-4 (Financial Statements): Filed within 30 days of the AGM, by around 29 October.
  • MGT-7 or MGT-7A (Annual Return): Filed within 60 days of the AGM, by around 28 November.
  • ADT-1 (Auditor): Filed within 15 days of the AGM.
  • DIR-3 KYC: For every director with a DIN, on the prescribed cycle.
  • DPT-3: The return of deposits and outstanding loans, by 30 June.

Forms and Due Dates

The key forms and dates are:

  • AOC-4: Financial statements, within 30 days of the AGM (around 29 October).
  • MGT-7 / MGT-7A: Annual return, within 60 days of the AGM (around 28 November).
  • ADT-1: Auditor appointment, within 15 days of the AGM.
  • DPT-3: Return of deposits, by 30 June.
  • DIR-3 KYC: Director KYC, now on a three-yearly cycle, by 30 June of the applicable year.
  • Board Meetings: At least four a year, or two for a small company.

Who Must Comply

Company compliance applies to:

  • Every private limited company registered under the Companies Act, 2013.
  • Companies with no activity or nil turnover, which must still file.
  • Newly incorporated companies, after the INC-20A commencement filing.
  • Small companies and OPCs, which file the simplified MGT-7A.
  • All directors, who must keep their DIN active through KYC.

The ROC and the Process

Annual compliance is filed with the Registrar of Companies on the MCA V3 portal. The company completes its statutory audit, holds its Annual General Meeting by 30 September to adopt the accounts and appoint or ratify the auditor, and then files AOC-4 with the audited financial statements within 30 days, and MGT-7 or MGT-7A with the annual return within 60 days. It also files ADT-1 for the auditor, DPT-3 for deposits, and the directors complete DIR-3 KYC. Forms are digitally signed by a director and, where required, certified by a practising professional, and the MCA V3 portal now also requires a registered-office photograph with a director present.

Documents Required

For the Filings:

  • The audited financial statements (balance sheet, profit and loss account, and cash flow where applicable).
  • The board’s report and the auditor’s report, and details of shareholders, directors, and any changes during the year.

For Signing:

  • A director’s Digital Signature Certificate and the auditor’s certification.
  • The directors’ updated KYC, and a registered-office photograph for the MCA V3 portal.

Annual Compliance Process

Annual compliance follows a clear sequence:

  1. Close the books and complete the statutory audit for the year.
  2. Prepare the financial statements, board report, and auditor’s report.
  3. Hold the Annual General Meeting by 30 September.
  4. File ADT-1 for the auditor within 15 days of the AGM.
  5. File AOC-4 with the financial statements within 30 days of the AGM.
  6. File MGT-7 or MGT-7A with the annual return within 60 days.
  7. Complete DIR-3 KYC and the income tax return.

Stay Compliant with Samkhya

Keeping your company compliant with Samkhya Corporate Services is simple. Just follow these easy steps:

  • Share your company details: Tell us your company and its financial year.
  • We map the deadlines: We prepare a clear filing calendar for the year.
  • Fill the form: Complete our online form and provide your records.

From there, our team handles the audit coordination, AGM papers, and ROC filings.

Event-Based Compliance

Certain events trigger extra filings:

  • Director Change: File DIR-12 within 30 days of an appointment or resignation.
  • Share Allotment: File PAS-3 within 30 days of allotting shares.
  • Registered Office: File INC-22 within 30 days of changing the office.
  • Charges: File CHG-1 for creating or modifying a charge.
  • Resolutions: File MGT-14 for specified board or special resolutions.
  • MSME-1: File the half-yearly return of dues to MSME vendors.

Penalties and the CCFS 2026 Window

Late filing of AOC-4 or MGT-7 attracts Rs. 100 per day per form, with no cap, and three consecutive years of non-filing disqualifies the directors for five years under Section 164(2). Failing to hold the AGM can attract a penalty of Rs. 1 lakh plus a daily fine. As a current relief, the Companies Compliance Facilitation Scheme (CCFS) 2026, running from 15 April to 15 July 2026, allows companies with pending AOC-4, MGT-7, or MGT-7A filings to clear them with a 90% waiver on the accumulated additional fees, paying only the normal fee plus 10% of the additional fee, though companies already under a strike-off notice are not eligible. A statutory audit is mandatory every year, and the company’s income tax return (ITR-6) is generally due by 31 October.

Key Annual Filings and Due Dates

Filing Purpose Due Date
AGM Adopt accounts. By 30 September.
AOC-4 Financial statements. Approx. 29 October.
MGT-7 / 7A Annual return. Approx. 28 November.
ADT-1 Auditor appointment. 15 days after AGM.
DPT-3 Return of deposits. 30 June.
Late Fee Per form, no cap. Rs. 100 per day.

Frequently Asked Questions

What annual filings must a private limited company make?

It must hold an AGM and file AOC-4 (financial statements) within 30 days and MGT-7 or MGT-7A (annual return) within 60 days of the AGM, along with ADT-1, DPT-3, and its income tax return.

Is compliance required for a dormant company?

Yes. Every private limited company, including a dormant or zero-turnover one, must complete its annual filings and have its accounts audited.

What is the penalty for late filing?

Late filing of AOC-4 or MGT-7 attracts Rs. 100 per day per form with no upper cap, and three years of default disqualifies the directors for five years.

What is MGT-7A?

MGT-7A is the simplified annual return filed by small companies and One Person Companies, in place of the full MGT-7.

When must the AGM be held?

The AGM must be held within six months of the financial year end, by 30 September, with the first AGM allowed within nine months.

Is a statutory audit always required?

Yes. A statutory audit by a chartered accountant is mandatory for every private limited company each year, regardless of turnover or activity.