Annual Compliance of a Private Limited Company in India
Shivang Goyal
Shivang Goyal is a Practicing Company Secretary,with over a decade of experience in the field of corporate law, his expertise lies in managing corporate actions and ensuring routine compliance for listed companies, making him a trusted professional in the domains of the Companies Act and Securities Law.
Shivang’s deep understanding of regulatory frameworks and his commitment to excellence have established him as a go-to expert for navigating complex corporate governance challenges.
Running a Private Limited Company (Pvt. Ltd.) in India offers many advantages, including limited liability, enhanced credibility, easier access to funding, and perpetual succession. However, these benefits come with a responsibility to maintain proper compliance with regulatory authorities like the Ministry of Corporate Affairs (MCA), Income Tax Department, Registrar of Companies (RoC), and GST authorities (if applicable).
Whether you’re a startup founder, an entrepreneur, or a small business owner, understanding the annual compliance requirements of a Private Limited Company is crucial to avoid legal troubles, penalties, or even company strike-off.
What is a Private Limited Company?
A Private Limited Company is a business entity registered under the Companies Act, 2013. It is privately held and limits liability to the amount unpaid on shares. It requires a minimum of two directors and two shareholders to be incorporated.
- Separate legal identity
- Limited liability
- Perpetual existence
- Ownership restricted to 200 members
Why is Annual Compliance Important?
Annual compliance is not just a legal formality—it is essential for:
- Maintaining an active company status
- Avoiding penalties and late fees
- Building trust among investors, banks, and clients
- Ensuring transparency and good corporate governance
Failing to comply can lead to hefty fines, disqualification of directors, and even dissolution of the company by the RoC.
Overview of Annual Compliance Requirements
Compliance Area | Governing Authority | Due Dates |
Financial Statements | MCA/ROC | Within 30 days of AGM |
Annual Return (MGT-7) | MCA/ROC | Within 60 days of AGM |
Income Tax Return | Income Tax Dept. | 31st October (FY 2024–25) |
AGM (Annual Meeting) | MCA | Within 6 months of the FY end |
Auditor Appointment | MCA | Within 15 days of AGM |
List of Mandatory Yearly Compliances
1. Board Meetings
1. Minimum: 4 meetings per year, with a gap of not more than 120 days between two.
2. Notice: Must be given 7 days in advance.
3. Minutes: To be recorded and maintained at the registered office.
Small companies can hold only two board meetings per year if the gap between meetings is at least 90 days.
2. Annual General Meeting (AGM)
1. Every company (except One-Person Companies) must hold an AGM within six months of the end of the financial year.
2. First AGM: Within 9 months from the end of the first FY.
3. Key matters include:
a. Approval of financial statements
b. Declaration of dividends
c. Appointment or reappointment of directors and auditors
3. Filing Financial Statements (Form AOC-4)
1. Every company must file its financial statements with the Registrar of Companies in Form AOC-4.
2. Due Date: Within 30 days of the AGM.
3. Includes:
a. Balance Sheet
b. Profit & Loss Account
c. Auditor’s Report
d. Board’s Report
4. Penalty for delay: ₹100 per day of default, with no maximum limit.
4. Filing Annual Return (Form MGT-7)
1. Must be filed within 60 days of the AGM.
2. Captures:
a. Company structure
b. Shareholding pattern
c. Directors and key managerial personnel
3. Certification by a Practicing Company Secretary is required for companies with:
a. Paid-up capital ≥ ₹10 crore
b. Turnover ≥ ₹50 crore
4. Penalty: ₹100 per day of delay.
5. Income Tax Return (ITR-6)
1. All companies (except those eligible under Section 11) must file ITR-6.
2. Due Date: 31st October 2025 (FY 2024–25).
3. If an audit is required: 30th September.
4. Filing is mandatory even if there is no income or the company is dormant.
6. Tax Audit Report (if applicable)
1. If turnover exceeds ₹1 crore (business) or ₹50 lakh (profession), tax audit under Section 44AB of the Income Tax Act is required.
2. Form: Form 3CA/3CB and 3CD
3. Due Date: 30th September (subject to extension).
7. Director KYC (DIR-3 KYC)
1. Every director with a valid DIN (Director Identification Number) must file DIR-3 KYC annually.
2. Due Date: 30th September.
3. Penalty for non-filing: DIN gets deactivated and a ₹5,000 fine.
8. Statutory Audit
1. Every company must get its accounts audited by a Chartered Accountant.
2. An auditor is to be appointed at the first AGM, and their tenure is usually 5 years.
3. Form ADT-1 must be filed within 15 days of the appointment.
9. Form DPT-3 (Return of Deposits)
1. Required if the company has accepted loans or advances that are not considered deposits.
2. Due Date: 30th June of each year.
10. Form MSME-1 (if applicable)
1. Applicable to companies with outstanding dues to MSME vendors beyond 45 days.
2. Filing Frequency: Half-yearly (April–September & October–March)
3. Due Dates: 30th October and 30th April respectively.
Due Dates Calendar (2025)
Compliance | Form | Due Date (FY 2024–25) |
Statutory Audit Completion | N/A | Before 30th Sept 2025 |
Income Tax Return | ITR-6 | 31st Oct 2025 |
Tax Audit Report | Form 3CD | 30th Sept 2025 |
AGM | N/A | On or before 30th Sept 2025 |
Financial Statement Filing | AOC-4 | 30 days from AGM |
Annual Return Filing | MGT-7 | 60 days from AGM |
Auditor Appointment | ADT-1 | 15 days from AGM |
Director KYC | DIR-3 KYC | 30th Sept 2025 |
MSME Return | MSME-1 | 30th April & 30th October |
Return of Deposits | DPT-3 | 30th June 2025 |
Consequences of Non-Compliance
Failing to meet these requirements can lead to serious repercussions:
- Late Fees: ₹100/day per form (no upper cap).
- Disqualification of Directors under Section 164.
- Strike-off of the company by RoC under Section 248.
- Additional Penalties: Can range from ₹50,000 to ₹5 lakh depending on the nature of non-compliance.
- Legal Action: The company and officers in default can face prosecution.
Optional/Additional Compliances
Depending on the nature of business and activities, a Pvt Ltd company may have to comply with:
- GST Return Filing – GSTR-1, GSTR-3B, GSTR-9
- TDS Return Filing – Quarterly Form 24Q/26Q
- PF/ESI Returns – For companies with employees
- FSSAI License Renewal – For food businesses
- Import Export Code (IEC) – Annual KYC update
Tips to Stay Compliant
- Use Compliance Calendars: Keep a digital or printed calendar with all deadlines marked.
- Hire a Professional: CA or CS support helps navigate legal complexities.
- Opt for Software Tools: Many cloud-based accounting or compliance platforms send auto reminders.
- Keep Records Organized: Maintain digital and physical copies of all filings and approvals.
- Do Regular Reviews: Conduct internal audits or health checks every quarter.
Conclusion
Maintaining annual compliance is not just about avoiding fines—it is about operating your business responsibly and sustainably. Whether you’re bootstrapping a startup or running a growing enterprise, staying on top of Private Limited Company compliances ensures you remain in good legal standing, build trust, and open up opportunities for funding, partnerships, and growth.
For any clarifications or queries, please feel free to reach out to us at admin@fintracadvisors.com
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