Annual Compliance Requirements for a Private Limited Company in India

Getting incorporated is the easy part. Staying compliant is the part most founders discover late — usually after a penalty notice from the MCA, a GST department query, or a CA's call in October with the words "your AOC-4 deadline is in three days.

Every Private Limited Company registered in India — whether actively trading, pre-revenue, or dormant — must fulfil a defined set of annual compliance requirements under the Companies Act, 2013, the Income Tax Act, 1961, the GST Act, 2017, and various labour laws. These are not optional. Non-compliance triggers financial penalties that compound daily, director disqualification under Section 164(2) of the Companies Act, and in persistent cases, strike-off under Section 248.

This guide covers every annual compliance requirement for a Private Limited Company in FY 2026-27, with exact due dates, applicable legal provisions, penalty exposure, and the key regulatory changes that directly affect your compliance calendar this year.

What Is Annual Compliance for a Private Limited Company?

Annual compliance refers to the complete set of mandatory filings, statutory meetings, audits, disclosures, and record-maintenance obligations that every Private Limited Company must fulfil each financial year — irrespective of its turnover, activity level, or profit.

Three facts that surprise most founders:

A company with zero revenue still has full compliance obligations. The Companies Act does not exempt inactive companies from ROC filings, statutory audits, board meetings, or AGM requirements. Only a formally registered Dormant Company under Section 455 gets limited relaxations.

The compliance obligation starts from the financial year of incorporation, not from when business begins. A company incorporated in February 2027 must comply with the requirements for FY 2026-27, even if it operated for only 6 weeks.

Non-compliance compounds. A ₹100/day late filing fee for AOC-4 that runs for 120 days is ₹12,000 — on top of normal government fees, on top of your CA's fee for a late filing, on top of any potential penalty from the ROC. Start one compliance obligation late and you often start them all late.

The Six Pillars of Annual Compliance

Private Limited Company compliance can be grouped into six functional areas. Together, these form the full annual compliance calendar.

• Statutory Meetings (Board Meetings + AGM)

• Statutory Audit

• ROC/MCA Annual Filings (AOC-4, MGT-7, ADT-1, and others)

• Income Tax Compliance (ITR-6, Advance Tax, TDS/TCS)

• GST Compliance

• Event-Based and Periodic Filings (MSME Form 1, DPT-3, BEN-2, and others)
  

Pillar 1: Statutory Meetings — Board Meetings and AGM

Board Meetings

Under Section 173 of the Companies Act, 2013, every Private Limited Company must hold a minimum of four Board Meetings every calendar year, with a maximum gap of 120 days between two consecutive meetings.

For Small Companies (paid-up capital ≤ ₹10 crore AND turnover ≤ ₹100 crore as per the December 2025 amendment — see below): Only two Board Meetings per year are required, with a minimum gap of 90 days between them.

Each Board Meeting must have a properly drafted agenda sent in advance (at least 7 days before the meeting, unless unanimous consent for shorter notice), a quorum (one-third of total directors or two, whichever is higher), and minutes recorded in the Minutes Book within 30 days of the meeting under Section 118.

Board meetings can be held via video conference or other audio-visual means (OAVM) — confirmed as permissible for all companies by MCA General Circular No. 03/2025.

Annual General Meeting (AGM)

Every Private Limited Company must hold an AGM under Section 96 of the Companies Act. For most companies (FY ending 31 March), the AGM must be held by 30 September 2027 for FY 2026-27.

For newly incorporated companies: The first AGM must be held within 9 months from the end of the first financial year. All subsequent AGMs must be within 6 months of the financial year end.

If the AGM is not held: The company and every officer in default are liable to a penalty of ₹1 lakh, plus ₹5,000 per day for continuing default under Section 99. The ROC can also call the AGM on its own under Section 97.

What must the AGM transact?

• Adoption of audited financial statements (Balance Sheet, P&L, Directors' Report, Auditor's Report)

• Declaration of dividend (if any)

• Appointment or reappointment of directors

• Appointment of auditors and fixing their remuneration (via ADT-1)

OPCs are exempt from holding an AGM — resolutions are passed by the sole member and entered into the minutes book.

Pillar 2: Statutory Audit

Under Section 139 of the Companies Act, every Private Limited Company must appoint a Chartered Accountant as its Statutory Auditor, and the auditor must audit the company's annual accounts.

This is mandatory regardless of turnover, profits, or business activity. A company with ₹0 revenue still needs a statutory audit.

Auditor Appointment

• Must be appointed within 30 days of incorporation at the first Board Meeting (casual appointment) and ratified/confirmed at the first AGM via Form ADT-1

• Subsequent appointment: for a term of 5 years (one term), subject to ratification at each AGM (for non-small companies)

• Small Companies: Exempt from mandatory auditor rotation under Section 139(2). They can retain the same auditor indefinitely — a significant cost-saving provision

What the Auditor Must Certify The Statutory Auditor's report must cover all matters under Section 143(3) of the Companies Act, including CARO 2020 (Companies (Auditor's Report) Order, 2020) where applicable.

Audit Trail Requirement (effective FY 2023-24 onwards) Since 1 April 2023, all companies using accounting software for maintaining books of account must use software that includes an audit trail (edit log) feature under Rule 3(1) of the Companies (Accounts) Rules, 2014 and Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014.

The audit trail must:

• Record every transaction as a time-stamped edit log

• Track who created, modified, or deleted any entry — with date and user ID

• Be enabled continuously throughout the financial year — it cannot be switched off

• Be preserved for a minimum of 8 years as per Section 128(5)

The company's Statutory Auditor must report on audit trail compliance in the Audit Report every year. Non-compliance is reported as a qualification and creates significant regulatory exposure. Popular software like TallyPrime, Zoho Books, and QuickBooks India have built-in audit trail features — verify that it is enabled and has not been disabled at any point during the financial year.

Cost of Statutory Audit: ₹10,000 to ₹50,000+ per year, depending on the size, complexity of transactions, and the CA firm engaged.

Pillar 3: ROC/MCA Annual Filings

This is the core of annual compliance — the forms that must be filed with the Registrar of Companies (ROC) through the MCA V3 portal (mca.gov.in). These are mandatory for every Private Limited Company.

Form AOC-4 — Financial Statements

AOC-4 is the form used to file audited financial statements with the ROC under Section 137 of the Companies Act, 2013. It must include:

• Balance Sheet (as per Schedule III format)

• Statement of Profit and Loss

• Cash Flow Statement (mandatory for all companies except Small Companies and OPCs)

• Notes to Accounts

• Auditor's Report

• Directors' Report (Board Report)

• Other documents as required under Section 134

Due Date: Within 30 days of the date of AGM. For FY 2026-27 with AGM on 30 September 2027 → due by 29 October 2027.

XBRL Filing: Companies with paid-up capital ≥ ₹5 crore or turnover ≥ ₹100 crore must file AOC-4 in XBRL format (AOC-4 XBRL). All others file the standard AOC-4.

Penalty for late filing: ₹100 per day per form, with no maximum cap, from the day after the due date.

Statutory penalty under Section 137(3): ₹1,000 per day of default up to ₹10 lakh for the company; ₹1 lakh for the MD, CFO, CS, or any director in default.

Form MGT-7 / MGT-7A — Annual Return

MGT-7 is the annual return filed under Section 92 of the Companies Act, capturing the company's corporate structure as of the last day of the financial year. It discloses:

• Registered office address and CIN

• Share capital and debentures

• Shareholders and their shareholding percentages

• All directors, KMPs, and their details

• Meetings held and attended

• Remuneration of directors and KMPs

• Pending litigation and penalties

MGT-7A is the simplified annual return available to Small Companies and OPCs — significantly shorter, with fewer disclosure requirements.

Due Date: Within 60 days of the AGM. For FY 2026-27 with AGM on 30 September 2027 → due by 28 November 2027.

Certification: Must be certified by a Practicing Company Secretary (PCS) for companies with turnover exceeding ₹2 crore.

Penalty for late filing: ₹100 per day per form, with no maximum cap.

Statutory penalty under Section 92(5): Company up to ₹5 lakh; every officer in default up to ₹50,000.

Form ADT-1 — Auditor Appointment

Filed to intimate the ROC about the appointment or reappointment of the Statutory Auditor.

Due Date: Within 15 days of the AGM. For FY 2026-27 AGM on 30 September 2027 → due by 14 October 2027.

Form DIR-3 KYC — Director KYC

2026 Update — Major Change: Effective 31 March 2026, the MCA changed DIR-3 KYC from an annual requirement to a once-every-three-years obligation under the Companies (Appointment and Qualification of Directors) Amendment Rules, 2025 (G.S.R. 943(E) dated 31 December 2025).

• Directors who completed KYC in FY 2025-26 (the transitional year) need not file again until FY 2028-29 (due by 30 June 2028)

• Event-based update remains mandatory: If a director's mobile number, email address, or residential address changes, DIR-3 KYC must be filed within 30 days of the change

• Filing is through DIR-3 KYC Web (OTP-based, no DSC needed for routine triennial filing)

• Late reactivation fee for a deactivated DIN: ₹5,000

For FY 2026-27: Directors who completed their DIR-3 KYC by 30 September 2026 (transitional deadline) are covered for three years and do not need to file again in FY 2026-27 unless personal details change.

Form DPT-3 — Return of Deposits

All companies that have outstanding loans or deposits (including inter-corporate loans, loans from directors, loans from shareholders, or any other amounts that could be construed as deposits) must file DPT-3 under Rule 16 of the Companies (Acceptance of Deposits) Rules, 2014.

Due Date: 30 June every year (for amounts outstanding as on 31 March).

For FY 2026-27: due by 30 June 2027.

This is one of the most underreported compliance obligations. Many startups receiving loans from their founders or promoters (even informal ones) are technically required to file DPT-3. Missing it attracts penalties of ₹1 crore to ₹10 crore for the company and imprisonment for officers in wilful default.

MSME Form 1 — Half-Yearly Return for Outstanding Dues to MSME Suppliers

Under the MSME Development Act, 2006 and MCA's notification, any company that has received goods or services from a Micro, Small, or Medium Enterprise supplier and has outstanding dues exceeding 45 days must file MSME Form 1 with the ROC.

This is a half-yearly filing:

Many companies overlook this because they do not know which of their vendors are registered MSMEs. The responsibility is on the company — not the vendor — to verify. A simple method is to request a copy of the Udyam Registration certificate from all suppliers annually.

Penalty for non-filing: ₹25,000 per day (not capped) — one of the steepest per-day penalties in corporate compliance.

Form BEN-2 — Beneficial Ownership (SBO) Declaration

Under Section 90 of the Companies Act and the Companies (Significant Beneficial Owners) Rules, 2018, individuals who ultimately own or control 10% or more of a company's shares or voting rights must declare their beneficial interest by filing Form BEN-1 with the company.

The company must then file Form BEN-2 with the ROC within 30 days of receiving BEN-1.

This applies to both Indian and foreign beneficial owners. For companies with complex holding structures, FIIs, or foreign parents, BEN-2 is a critical annual obligation that is frequently missed.

Form MGT-14 — Filing of Resolutions

Certain resolutions passed by the Board or shareholders must be filed with the ROC within 30 days of being passed. These include:

• Resolutions under Section 179(3) — borrowing decisions, investments, granting guarantees

• Special resolutions passed at a General Meeting

• Ordinary resolutions required to be filed under specific sections (e.g., appointment of MD under Section 190)

Important: For Private Companies, board resolutions under Section 179(3) do NOT need to be filed via MGT-14 — this was exempted specifically for private companies under the Companies (Amendment) Act. However, special resolutions passed at a General Meeting still require MGT-14 filing.

FY 2026-27 Annual Compliance Calendar

Pillar 4: Income Tax Compliance

ITR-6 — Income Tax Return

Every Private Limited Company must file its Income Tax Return in Form ITR-6 under the Income Tax Act, 1961 — regardless of whether there is any taxable income.

Due Date: 31 October of the assessment year (since audit is mandatory for companies). For FY 2026-27 (AY 2027-28): 31 October 2027.

Penalty for late filing: ₹5,000 (if filed before 31 December of the assessment year); ₹10,000 thereafter. Interest on outstanding tax under Section 234A at 1% per month.

Tax Audit — Form 3CD

If turnover exceeds ₹1 crore (₹10 crore if 95% of transactions are digital), a Tax Audit by a Chartered Accountant under Section 44AB is mandatory.

Due Date: 30 September of the assessment year. For FY 2026-27: 30 September 2027 — this is the same deadline as the AGM, which means both need attention simultaneously.

The Tax Audit Report (Form 3CD) includes an audit trail compliance check as well — another reason why audit trail accounting software compliance must be in place throughout the financial year.

Advance Tax Payments

Companies must pay advance tax in four instalments during the financial year, not a lump sum in March:

Failure to pay advance tax on time attracts interest under Section 234B (1% per month on shortfall) and Section 234C (1% per month on each installment shortfall). The first instalment for FY 2026-27 was due on 15 June 2026 — if that was missed, interest is already accruing. Ensure the 2nd instalment by 15 September 2026 is not missed.

TDS / TCS Compliance

If the company makes payments to employees (salary), contractors, professionals, landlords, or service providers above threshold limits, Tax Deducted at Source (TDS) must be:

• Deducted at the time of payment or credit (whichever is earlier)

• Deposited by the 7th of the following month (April to February); by 30 April for March deductions

• TDS Returns (Form 26Q, 24Q, 27Q) filed quarterly

TCS (Tax Collected at Source) applies to companies selling goods above specified thresholds under Section 206C.

Failure to deduct TDS or deposit on time attracts: interest at 1.5%/month (failure to deduct) or 1%/month (failure to deposit), plus a penalty equal to the TDS amount under Section 271C.

Pillar 5: GST Compliance

If the company is registered under the Goods and Services Tax Act, 2017, it must file periodic GST returns. These are mandatory and separate from ROC/MCA filings.

Monthly/Quarterly GST Returns

Annual GST return (GSTR-9) for FY 2026-27: due by 31 December 2027.

Late fee for GSTR-3B: ₹50/day (₹20/day for nil returns), capped at ₹10,000. Late fee for GSTR-9: ₹200/day (₹100 CGST + ₹100 SGST), capped at 0.5% of turnover.

Pillar 6: Event-Based and Labour Law Compliance

EPFO Compliance — Provident Fund

Companies with 20 or more employees must register under the Employees' Provident Funds and Miscellaneous Provisions Act, 1952. Monthly PF return (ECR — Electronic Challan cum Return) must be filed and contributions deposited by the 15th of each month.

ESIC Compliance

Companies with 10 or more employees (earning ≤ ₹21,000/month) must register under the Employees' State Insurance Act, 1948. Monthly ESIC return and challan must be filed by the 15th of each month for the preceding month. Half-yearly return (Form 6) by 11 April (for Oct-March) and 11 October (for April-September).

Professional Tax

Mandatory in states with Professional Tax Acts — Maharashtra, Karnataka, West Bengal, Gujarat, Tamil Nadu, and others. Frequency (monthly or annual) and rates vary by state.

Shops and Establishment Act

Registration and renewal of the establishment certificate under the state's Shops and Establishments Act — due annually in most states. Failure to renew can result in the company's establishment being shut down.

Key Regulatory Changes in Effect for FY 2026-27

Small Company Threshold Revised — December 2025

MCA notified the Companies (Specification of Definition Details) Amendment Rules, 2025 via G.S.R. 880(E) on 1 December 2025, revising the Small Company thresholds significantly:

What this means for you: If your Private Limited Company has paid-up capital ≤ ₹10 crore AND turnover ≤ ₹100 crore (as per the FY 2025-26 P&L — the immediately preceding financial year), you qualify as a Small Company for FY 2026-27 and benefit from:

• Only 2 Board Meetings per year (instead of 4)

• MGT-7A instead of MGT-7 (simplified annual return with fewer disclosures)

• No Cash Flow Statement required in financial statements

• Abridged Directors' Report instead of the full Board Report

• No mandatory auditor rotation under Section 139(2)

• 50% reduced penalties for defaults under various provisions

• No CARO (Companies Auditor's Report Order) applicability

Important exclusions: Holding companies, subsidiary companies (including wholly-owned subsidiaries), Section 8 companies, and companies governed by special Acts (NBFCs, banks, insurance companies) cannot qualify as Small Companies, regardless of their capital and turnover.

If you were previously in the "regular company" bracket but now qualify under these revised thresholds, proactively update your compliance calendar for FY 2026-27 — you can switch to 2 board meetings, prepare an abridged Directors' Report, and file MGT-7A.

DIR-3 KYC — Frequency Reduced to Every 3 Years

Effective 31 March 2026, DIR-3 KYC must be filed only once every three years (not annually). Full details covered in the ROC filings section above.

AGMs and EGMs via Video Conference Continue

MCA General Circular No. 03/2025 confirmed that companies can continue holding AGMs and EGMs through video conference or Other Audio-Visual Means (OAVM) — removing the need for a physical venue, which reduces logistics costs and enables wider shareholder participation.

Audit Trail Enforcement in Full Effect

The audit trail requirement under Rule 3(1) and Rule 11(g) is fully operational and has been in effect since 1 April 2023. Auditors are required to report on audit trail compliance in their annual audit report. Companies whose accounting software did not have the audit trail enabled throughout the full financial year will receive a qualified audit opinion — which affects filings, credibility with banks, and creates MCA scrutiny.

Compliance Facilitation Scheme 2026

MCA launched a Compliance Facilitation Scheme (CFS) in January 2026 — a one-time opportunity for companies with pending/overdue ROC filings to regularise their compliance position with relaxed additional fees. If your company has a backlog of missed filings, this window should be used immediately. Check the MCA portal for the current status and applicability of the CFS scheme.

Penalty Reference Table — What Non-Compliance Costs

Annual Compliance Cost Estimate for FY 2026-27

What does it actually cost to fulfil all annual compliance obligations for a standard Private Limited Company? Here is a realistic estimate:

Small Companies qualify for fewer board meetings and simplified filings — this can reduce professional fees by 20–30% compared to a "regular" Private Limited Company.

Annual Compliance Checklist for Private Limited Companies — FY 2026-27

Use this as your operating calendar for the year (April 2026 – March 2027):

Before 15 June 2026 (1st Advance Tax instalment — act now)

• 1st Advance Tax instalment paid (15% of estimated FY 2026-27 tax liability)

• Small Company status confirmed using FY 2025-26 P&L (capital ≤ ₹10 Cr AND turnover ≤ ₹100 Cr)

• Audit trail verified as enabled in accounting software since 1 April 2026

Before 15 September 2026

• 2nd Advance Tax instalment paid (45% cumulative)

Before 30 September 2026

• AGM for FY 2025-26 (prior year) held — accounts adopted, auditor appointed (this is the FY 2025-26 AGM falling in FY 2026-27)

• Tax Audit Report (Form 3CD) for FY 2025-26 filed if turnover > ₹1 crore

• DIR-3 KYC filed if personal details of any director have changed

Before 14 October 2026

• ADT-1 filed for FY 2025-26 auditor appointment (15 days from AGM)

Before 29 October 2026

• AOC-4 filed for FY 2025-26 financial statements (30 days from AGM)

Before 31 October 2026

• ITR-6 filed for FY 2025-26 (AY 2026-27)

• MSME Form 1 filed for April to September 2026 period

Before 28 November 2026

• MGT-7 or MGT-7A filed for FY 2025-26 (60 days from AGM)

Before 15 December 2026

• 3rd Advance Tax instalment paid (75% cumulative)

Before 31 December 2026

• GSTR-9 (Annual GST Return) filed for FY 2025-26

Before 30 April 2027

• MSME Form 1 filed for October 2026 to March 2027 period

Before 15 March 2027

• 4th Advance Tax instalment paid (100% — full year FY 2026-27 tax settled)

Before 30 June 2027

• DPT-3 filed for all outstanding loans/deposits as on 31 March 2027

Throughout FY 2026-27

• Board Meetings held with proper notice, quorum, and minutes (4 per year for regular companies; 2 for Small Companies)

• TDS deducted and deposited by 7th of each month; TDS returns filed quarterly

• GST returns (GSTR-1 + GSTR-3B) filed monthly or quarterly

• Statutory registers maintained (Register of Members, Register of Directors, Minutes Books)

• BEN-2 filed within 30 days of receiving BEN-1 from any significant beneficial owner

• MGT-14 filed within 30 days of any special resolution or qualifying board resolution

Common Annual Compliance Mistakes — and Their Consequences

Assuming no activity means no compliance Zero-revenue companies have the same ROC filing obligations as active companies. AOC-4 and MGT-7 are due regardless. A startup that raised a seed round and hasn't launched still owes a full compliance year.

Missing the DPT-3 deadline entirely Almost no founder or early director spontaneously knows about DPT-3. Loans from promoters, inter-company loans, and amounts from directors that were not treated as formal "deposits" still need to be disclosed. The penalty is among the heaviest in the Companies Act — ₹1 crore to ₹10 crore.

Not checking MSME status of vendors You are obligated to file MSME Form 1 if you have outstanding dues over 45 days to any MSME supplier. Not knowing which vendors are MSMEs is not a defence. Collect Udyam Registration numbers from all vendors at the start of each financial year.

Letting the audit trail lapse mid-year If the audit trail feature in your accounting software was disabled for even one week during the financial year, the auditor must report a qualification. This affects the audit report attached to your AOC-4 and creates MCA scrutiny. Audit trail compliance is not a year-end check — it is a year-round requirement.

Waiting for the CA to remind you Your CA is responsible for preparing and filing forms — not for tracking your company's internal compliance calendar. Board meeting scheduling, AGM notices, director consent letters, and register maintenance are internal obligations. Build a compliance calendar and own it.

Not reassessing Small Company status after the December 2025 amendment Many companies between the old (₹4 crore / ₹40 crore) and new (₹10 crore / ₹100 crore) thresholds now qualify as Small Companies. If you haven't re-checked, you may be over-complying — and overpaying your CA. Equally, if you no longer qualify (crossed ₹10 crore capital or ₹100 crore turnover), you must switch to 4 board meetings and full MGT-7 filing.

Conclusion

Annual compliance for a Private Limited Company in India is not a single year-end task — it is a twelve-month discipline. ROC filings, board meetings, AGM, statutory audit, income tax, GST returns, TDS, MSME Form 1, DPT-3 — each has its own deadline, its own penalty, and its own consequence when missed.

For FY 2025-26, the most important dates to lock in right now: MSME Form 1 by 30 April, DPT-3 by 30 June, AGM by 30 September, AOC-4 by 29 October, ITR-6 by 31 October, and MGT-7 by 28 November.

Equally important for 2026: check whether your company now qualifies as a Small Company under the revised December 2025 thresholds (₹10 crore capital / ₹100 crore turnover). If it does, you are entitled to significant compliance relaxations starting FY 2025-26.

CorpE helps founders and directors stay compliant year-round — with a built-in compliance calendar, expert filing support, and transparent pricing. From ROC filings to GST returns, our team handles your annual compliance so you focus on running the business.

Explore CorpE's Compliance Services → Talk to a compliance expert →

Conclusion

Annual compliance for a Private Limited Company in India is not a single year-end task — it is a twelve-month discipline. ROC filings, board meetings, AGM, statutory audit, income tax, GST returns, TDS, MSME Form 1, DPT-3 — each has its own deadline, its own penalty, and its own consequence when missed.

For FY 2025-26, the most important dates to lock in right now: MSME Form 1 by 30 April, DPT-3 by 30 June, AGM by 30 September, AOC-4 by 29 October, ITR-6 by 31 October, and MGT-7 by 28 November.

Equally important for 2026: check whether your company now qualifies as a Small Company under the revised December 2025 thresholds (₹10 crore capital / ₹100 crore turnover). If it does, you are entitled to significant compliance relaxations starting FY 2025-26.

CorpE helps founders and directors stay compliant year-round — with a built-in compliance calendar, expert filing support, and transparent pricing. From ROC filings to GST returns, our team handles your annual compliance so you focus on running the business.