Annual Compliance for Private Limited Company in India
A Private Limited Company in India has ongoing compliance obligations throughout the financial year. Missing even one ROC filing attracts late fees starting at ₹100 per day per form. This guide provides the complete annual compliance calendar with deadlines so nothing is missed.
Before you start
- Appointed statutory auditor
- Books of accounts maintained (physically or on accounting software)
- Active DSC for at least 2 directors
- All previous year's returns filed without defaults
Step-by-step
Q1–Q2: Board Meetings and Mid-Year Compliance (Apr–Sep)
April: File DIR-3 KYC (or DIR-3 KYC-Web) for every director who holds a DIN — deadline September 30; start collecting early. File DPT-3 (return of deposits or outstanding loans) by June 30.
June: Advance Tax 1st instalment (15% of estimated tax) due June 15.
September 30: DIR-3 KYC deadline. Tax Audit Report (Form 3CB/3CD) filing deadline. Advance Tax 2nd instalment (45%) due September 15.
Q3: AGM, Financial Statements and ROC Filing (Oct–Dec)
October 31: Income Tax Return (ITR-6) due for companies. MCA Form AOC-4 (filing annual financial statements) is due within 30 days of AGM. MCA Form MGT-7/MGT-7A (annual return) is due within 60 days of AGM.
December: Advance Tax 3rd instalment (75%) due December 15. The AGM must be held by September 30 for most companies (December 31 for first financial year).
Q4: Advance Tax and Year-End Prep (Jan–Mar)
January–March: Finalise books for the financial year. Review asset registers for depreciation computation. Renew DSCs expiring within the next 6 months.
March 15: Final Advance Tax instalment (100%) due.
March 31: File belated/revised IT returns for the previous financial year (last opportunity).
Quarterly: Board Meetings Throughout the Year
A Private Limited Company must hold at least 4 board meetings in a financial year, with not more than 120 days gap between two consecutive meetings. Meetings can be held via video conference. Maintain proper board meeting minutes in the minute book and pass resolutions for significant transactions.
Ongoing: Statutory Registers and Records
Maintain these mandatory registers at the registered office (or NFRA-approved digital format): Register of Members (MGT-1), Register of Directors and Key Managerial Personnel (MBP-1), Register of Contracts (MBP-4), Minutes Books for Board and General Meetings, and the Register of Charges. Registers must be available for inspection.
Event-Based Filings (As They Arise)
Outside the fixed calendar, certain events trigger immediate MCA filings: Director appointment/resignation (DIR-12, within 30 days), Change of registered office (INC-22, within 30 days), Change in authorized capital (SH-7 + MGT-14, within 30 days), Creation or modification of a charge (CHG-1, within 30 days), and Allotment of new shares (PAS-3, within 30 days).
Common mistakes to avoid
- Missing DIR-3 KYC by September 30 — a director's DIN is deactivated if KYC is not filed, making it impossible to sign any MCA forms until KYC is completed (with ₹5,000 late fee).
- Filing AOC-4 or MGT-7 without holding the AGM — these forms are linked to the AGM date; filing them without a proper AGM creates a compliance gap.
- Not maintaining minutes of board meetings — minutes must be signed by the chairman of the meeting within 30 days; unsigned minutes are not valid minutes under the Companies Act.
- Treating DPT-3 as optional — even if a company has no deposits but has outstanding loans from directors or shareholders, it must file DPT-3 as a disclosure return by June 30.
Frequently asked questions
What is the late fee for filing ROC forms after the due date?
The additional fee is ₹100 per day of delay, applicable uniformly for most ROC forms (AOC-4, MGT-7, DIR-12, PAS-3, etc.). There is no cap on the late fee for these forms — a delay of 100 days means ₹10,000 extra per form.
Is an AGM mandatory for a Private Limited Company?
Yes. Every Private Limited Company must hold an Annual General Meeting every financial year. The AGM must be held within 6 months of the financial year-end (i.e., by September 30 for an April-March year). The first AGM can be held within 9 months.
Can a company hold a board meeting by video conference?
Yes. Board meetings can be held through video conferencing under MCA Rules, provided proper notice is given, quorum is established on video, and minutes are recorded. Certain restricted items (like approval of annual financial statements) can also be done via VC.
What is CFSS and does it help clear past defaults?
The Companies Fresh Start Scheme (CFSS) was a one-time amnesty launched by MCA to clear past ROC filing defaults at reduced fees. Check the MCA portal for any active amnesty scheme — they are launched periodically and are the most cost-effective way to regularise accumulated defaults.
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