Understand the mandatory annual compliance requirements for Private Limited Companies in India — from MCA filings (AOC-4, MGT-7, ADT-1) to board meetings, AGM, and income tax obligations.
Why Annual Compliance Matters
Every Private Limited Company incorporated in India must comply with a set of annual requirements prescribed under the Companies Act, 2013, Income Tax Act, 1961, and GST laws. Non-compliance can result in heavy penalties, director disqualification, and even striking off of the company from the RoC register.
Annual compliance is not optional — it applies to all active companies regardless of whether they have conducted any business during the year. Even dormant companies must file annual returns and financial statements with the Registrar of Companies (RoC).
Mandatory Annual Filings with MCA
| Filing | Form | Purpose | Due Date |
|---|---|---|---|
| Financial Statements | AOC-4 | Filing of audited Balance Sheet, P&L, and notes to accounts | Within 30 days of AGM |
| Annual Return | MGT-7 | Details of shareholders, directors, changes during the year | Within 60 days of AGM |
| Auditor Appointment | ADT-1 | Appointment or reappointment of statutory auditor | Within 15 days of AGM (first year) or within 30 days of Board Meeting |
| Director KYC | DIR-3 KYC | Annual KYC verification of all directors | September 30 every year |
| Income Tax Return | ITR-6 | Filing of company income tax return | October 31 (if audit required) |
Board Meeting Requirements
Private Limited Companies must hold a minimum of 4 board meetings every calendar year, with not more than 120 days gap between two consecutive meetings. Key requirements:
- At least one meeting per quarter
- Minimum 7 days notice to all directors (can be shorter with director consent)
- Quorum: One-third of total directors or 2 directors, whichever is higher
- Minutes must be prepared within 30 days and maintained in the Minutes Book
Annual General Meeting (AGM)
Every company must hold its AGM within 6 months from the end of the financial year. For a financial year ending March 31, the AGM must be held by September 30. The first AGM must be held within 9 months of the closing of the first financial year.
Business transacted at AGM includes:
- Adoption of audited financial statements
- Declaration of dividends
- Appointment/reappointment of directors
- Appointment/ratification of auditors
- Fixation of auditors' remuneration
Statutory Audit
Every Private Limited Company must get its books of accounts audited by a practising Chartered Accountant every year. The statutory auditor is appointed at the first AGM for a term of 5 years. The auditor's report accompanies the financial statements filed in Form AOC-4.
Income Tax Compliance
- Advance Tax: Companies must pay advance tax in quarterly instalments (June 15, September 15, December 15, March 15) if the estimated tax liability exceeds ₹10,000.
- TDS/TCS: Deduct TDS on payments like salary, rent, interest, professional fees, and deposit within prescribed due dates.
- ITR-6 Filing: File income tax return by October 31 (for companies requiring audit). Companies can now choose between the regular rate or the concessional rate of 22% under Section 115BAA.
- Tax Audit: Tax audit under Section 44AB may also apply if the company's turnover exceeds prescribed thresholds.
GST Compliance
If registered under GST, the company must file:
- Monthly/Quarterly GSTR-1 (outward supplies)
- Monthly/Quarterly GSTR-3B (summary return with tax payment)
- Annual GSTR-9 (annual return — mandatory for turnover above ₹2 crore)
- GSTR-9C (reconciliation statement for turnover above ₹5 crore)
ROC Annual Filing Checklist
| Compliance | Form/Action | Deadline | Penalty for Default |
|---|---|---|---|
| Board Meetings | 4 meetings/year | Max 120 days gap | ₹25,000 per officer + ₹5,000/day |
| AGM | Annual General Meeting | September 30 | ₹1 lakh (company) + ₹5,000/day (officers) |
| Financial Statements | AOC-4 | 30 days from AGM | ₹100/day (no max), additional fee per MCA |
| Annual Return | MGT-7 | 60 days from AGM | ₹100/day (no max) |
| Auditor Appointment | ADT-1 | 15 days from AGM | ₹300/day (max ₹12,000) |
| Director KYC | DIR-3 KYC | September 30 | ₹5,000 per director |
| Income Tax Return | ITR-6 | October 31 | ₹10,000 (u/s 234F) + interest |
Consequences of Non-Compliance
- Company Marked as Defaulting: MCA flags non-compliant companies as defaulting, which appears in public records and damages business reputation.
- Director Disqualification: Directors of companies that have not filed annual returns for 3 consecutive years can be disqualified under Section 164(2) for 5 years.
- Strike Off: Companies that have not filed returns for 2 consecutive years may be struck off the RoC register under Section 248.
- DIN Deactivation: Failure to file DIR-3 KYC results in DIN deactivation, preventing directors from participating in any other company as well.
- Heavy Penalties: Cumulative penalties can run into lakhs for continued non-compliance.
How The Ledger Company Can Help
The Ledger Company provides comprehensive annual compliance management for Private Limited Companies. We maintain a dedicated compliance calendar for each client, send proactive reminders for upcoming deadlines, and handle all filings — from AOC-4 and MGT-7 to DIR-3 KYC and ITR-6. Our team of Chartered Accountants and Company Secretaries ensures your company stays compliant, avoids penalties, and maintains its good standing with the RoC. Contact us today for a compliance health check.
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