Annual Compliance for Private Limited Company

Every company, once registered, is required to comply with certain regulations under Indian law- some monthly, some annual, all mandatory. Annual compliance for a Private Limited Company involves mandatory legal, financial, and tax obligations. Every company registered under the Companies Act, 2013 must fulfill these requirements each financial year (now referred to as Tax Year). Depending on the company's activities, it must also comply with the Income Tax Act, 2025, the Central Goods and Services Tax (CGST) Act, 2017, and other applicable laws. These compliance requirements apply from the date of incorporation of the Pvt Ltd and continue every year, regardless of the company's turnover, profitability, or business activity.

Compliance of a Pvt Ltd Company generally falls into four categories:

1. ROC/MCA compliances: Filing annual financial statements, annual returns, and other mandatory forms with the Registrar of Companies (ROC).
2. Secretarial compliances: Conducting Board Meetings and the Annual General Meeting (AGM), and maintaining statutory registers, minutes, and books of accounts.
3. Tax compliance: Filing Income Tax Returns (ITR), GST returns, TDS returns, and complying with other applicable tax laws.
4. Event-based compliances: Filing prescribed forms with the ROC whenever specific corporate events occur, such as appointing or resigning directors, changing the registered office, increasing authorized capital, or transferring shares.

Failure to comply can lead to significant financial consequences. For example, delayed filing of AOC-4 or MGT-7/MGT-7A attracts an additional fee of ₹100 per day per form until the default is rectified. Staying on top of your compliance timelines will help you avoid these penalties and keep your company in good standing with the Ministry of Corporate Affairs (MCA). It also strengthens your credibility with banks, investors, customers, and other stakeholders you work with.

After registration as a Private Ltd Company, businesses must file annual returns and statutory forms with the ROC to comply with the Companies Act, 2013. These filings update the MCA on the company's financial position, management, and ownership.

The table below summarizes the key ROC filings, their purpose, and the applicable due dates for FY 2026–27:

Note: The above due dates for AOC-4, MGT-7/MGT-7A, and ADT-1 assume the AGM is held on 30 September 2027. If the AGM is held earlier, the filing deadlines will change accordingly.

Tip: Use our MCA & ROC Fees Calculator to estimate the exact government fees and late filing charges for your specific form. This includes AOC-4, MGT-7/MGT-7A, DPT-3, and other ROC filings listed above.

In addition to ROC filings, every Private Limited Company must comply with the secretarial requirements prescribed under the Companies Act, 2013. These requirements cover areas such as board meetings, statutory registers, director disclosures, minutes, and other corporate records.

The table below outlines the key compliances, their frequency, and applicable due dates for FY 2026–27:

These compliances ensure proper corporate governance and help maintain accurate statutory records.

In addition to ROC and secretarial compliances, every Private Limited Company must meet its applicable tax obligations under the Income Tax Act, 2025, and GST laws. Depending on your business activities, these include:

1. Income Tax Return (ITR-6)

Every Private Limited Company must file Form ITR-6 every financial year, even if it has not generated any income or business activity during the year.

• Due Date (FY 2026–27): 31 October 2027
• Transfer pricing cases: 30 November 2027

2. Tax Audit (Section 44AB)

A tax audit becomes mandatory if the company exceeds the prescribed turnover limits under Section 63 of the Income-tax Act, 2025 (formerly Section 44AB of the 1961 Act).

• Threshold: Business turnover exceeds ₹1 crore, or ₹10 crore, where cash receipts and cash payments do not exceed 5% of total receipts and payments, respectively.
• Due Date (FY 2026–27): 30 September 2027

3. TDS Compliance

If your company deducts Tax Deducted at Source (TDS) on salaries, professional fees, rent, contractor payments, interest, or other specified payments, it must deposit the tax and file TDS returns.

• TDS payment: By the 7th of the following month (30 April for deductions made in March, except for certain cases).
• Quarterly TDS returns: Forms 24Q, 26Q, 27Q, and 27EQ, as applicable, are due by 31 July 2026, 31 October 2026, 31 January 2027, and 31 May 2027 for Q1, Q2, Q3, and Q4, respectively.

4. GST Compliance

If your company is registered under GST, it must file GST returns and pay GST within the prescribed due dates.

The applicable returns depend on your turnover and GST registration scheme.

5. Advance Tax

Companies must pay advance tax when their estimated tax liability for the financial year is ₹10,000 or more. It is paid in instalments during the year instead of paying the entire income tax liability at the end of the financial year.

The four instalments are due on:

• 15 June 2026
• 15 September 2026
• 15 December 2026
• 15 March 2027

6. Other Applicable Tax Compliances

Your business may also need to comply with PF, ESI, and Professional Tax. Other industry-specific tax or payroll obligations may also apply.

Unlike other event-based compliances, these arise only when your company undertakes specific corporate actions. These include:

1. Director Appointment, Resignation, or Change (Form DIR-12)

Whenever your company appoints, resigns, removes, or redesignates a director, you must file Form DIR-12 with the ROC.

Due Date: Within 30 days of the event.

2. Change in Registered Office (Form INC-22)

If your company changes its registered office address, you must notify the ROC by filing Form INC-22.

Due Date: Within 30 days of the change.

3. Increase in Authorized Share Capital (Form SH-7)

If your company increases its authorized share capital, you must file Form SH-7 after passing the required resolution and paying the applicable stamp duty.

Due Date: Within 30 days of passing the resolution.

4. Allotment of Shares (Form PAS-3)

Whenever your company issues or allocates new shares, you must file Form PAS-3. This applies to rights issues, preferential allotments, private placements, and other share allotments.

Due Date: Within 30 days of the allotment.

5. Charge Creation, Modification, or Satisfaction (Forms CHG-1 & CHG-4)

If your company creates, modifies, or repays a charge on its assets in favour of a lender, you must report it to the ROC.

• Form CHG-1: Within 30 days of creating or modifying the charge.
• Form CHG-4: Within 30 days of satisfaction (repayment) of the charge.

Most private companies only need the ROC, secretarial, event-based, and tax compliances covered above. CSR can apply from ₹5 crore in net profit, while secretarial audit and cost audit have separate borrowing, company-size, sector, and turnover thresholds. Check the relevant threshold before assuming these compliances do not apply.

1. CSR Compliance (Section 135)

CSR registration becomes mandatory if a company crosses any one of these thresholds in the immediately preceding financial year:

• Net worth of ₹500 crore or more
• Turnover of ₹1,000 crore or more
• Net profit of ₹5 crore or more

Companies meeting any one threshold must spend at least 2% of their average net profit from the preceding three financial years on approved CSR activities. These may include education, healthcare, environmental sustainability, rural development, and poverty alleviation.

Unspent CSR amounts for non-ongoing projects must be transferred to a Schedule VII fund within six months of the financial year-end. Amounts for ongoing projects must be transferred to an Unspent CSR Account within 30 days of year-end. CSR-2 is generally filed with the company's AOC-4, after the financial statements are filed with the ROC. Since the MCA may change the filing timeline, confirm the applicable deadline for the relevant financial year before filing.

2. Cost Audit (Section 148)

Cost audit applies to companies in specified manufacturing or service sectors under Rule 3 of the Companies (Cost Records and Audit) Rules, 2014. It applies when the relevant turnover thresholds are crossed.

Companies with export revenue exceeding 75% of turnover, SEZ units, and companies generating electricity solely for captive consumption. Pure trading companies are not covered unless they fall within a specified manufacturing or listed service activity.

If your company receives foreign investment or undertakes overseas transactions, you must comply with the reporting requirements under the Foreign Exchange Management Act (FEMA), 1999, and the Reserve Bank of India (RBI):

1. Form FC-GPR

File Form FC-GPR after issuing equity instruments to a non-resident investor.

Before filing: Companies must allot shares to the foreign investor within 60 days of receiving the funds. Missing this window requires refunding the investor within 15 days, a separate compliance failure from any delay in filing FC-GPR itself.

Due Date: Within 30 days of the date of share allotment.

2. Form FC-TRS

File Form FC-TRS when shares are transferred between a resident and a non-resident.

Due Date: Within 60 days of the transfer of shares or receipt/remittance of consideration, as applicable.

3. Annual FLA Return

Companies with outstanding foreign assets or foreign liabilities, including those with Foreign Direct Investment (FDI) or Overseas Direct Investment (ODI), must file the Foreign Liabilities and Assets (FLA) Return with the RBI.

Due Date: 15 July following the end of the financial year (15 July 2027 for FY 2026–27).

4. Overseas Investment & External Commercial Borrowings (Where Applicable)

Companies making Overseas Direct Investments (ODI) or raising External Commercial Borrowings (ECBs) must comply with the applicable FEMA and RBI reporting requirements.

Due Date: As prescribed under the applicable RBI regulations based on the transaction.

After a Pvt Ltd Company incorporation, you must complete several one-time compliances before and shortly after commencing business. These include:

• Hold the first Board Meeting and appoint the first statutory auditor within 30 days of incorporation.
• File Form ADT-1 within 15 days of the auditor's appointment. This has been mandatory for first auditor appointments since July 14, 2025, not just subsequent ones. Non-compliance can attract penalties of ₹25,000-₹5,00,000 for the company and ₹10,000-₹1,00,000 for defaulting officers under Section 147.
• Open a current bank account to receive the subscribers' share capital and manage company transactions.
• File Form INC-20A (Declaration for Commencement of Business) within 180 days of incorporation after receiving the subscription money.
• Issue share certificates to subscribers within 60 days of incorporation.
• Maintain statutory registers and books of accounts from the date of incorporation and update them regularly.
• Obtain applicable business registrations and licences, such as GST, Professional Tax, Shops and Establishment registration, FSSAI, IEC, and other industry-specific approvals, wherever required.

To complete annual compliance filings of a Private Company, you must maintain and provide the following documents:

• Certificate of Incorporation (COI) and Company PAN/TAN for company identification.
• Memorandum of Association (MOA) and Articles of Association (AOA) to verify the company's objectives and internal rules.
• Audited Financial Statements, including the Balance Sheet, Profit and Loss Statement, and Notes to Accounts.
• Board Meeting and AGM documents, including notices, agendas, attendance records, and minutes.
• Director details and KYC documents, including PAN, Aadhaar, DIN, and DSC details.
• Statutory registers, including registers of members, directors, shareholding, charges, and other prescribed records.
• Foreign investment documents (where applicable): FIRC, KYC of the foreign investor, share valuation certificate, and board resolutions, required for companies filing FC-GPR or FC-TRS under FEMA.
• Shareholding details and share certificate records for reporting ownership changes.
• Bank statements and transaction records for preparing financial statements and tax filings.
• Income Tax, GST, and TDS records, including previous filings and payment details, wherever applicable.
• Details of loans, investments, related-party transactions, and major company changes during the financial year.
• Accounting software audit trail or edit log reports. These demonstrate that the mandatory audit trail feature was active and unaltered throughout the year.
• CSR documents (where applicable) include the CSR Policy, CSR Committee minutes, and the implementing agency's CSR-1 registration details. Maintain records of CSR spending and unspent amounts for companies covered under Section 135.
• Secretarial audit report (Form MR-3) and cost audit records (CRA-1 to CRA-4) are required where applicable. These apply to companies crossing the relevant borrowing, turnover, or sector-specific thresholds.

Keeping these documents updated helps complete ROC, tax, and other statutory filings accurately and within the prescribed timelines.

Annual compliance costs vary based on the company's size and activity level. A dormant or low-activity company may spend around ₹10,000–₹30,000 per year. An active company with regular transactions, GST filings, and statutory audits may spend ₹1,50,000 or more.

The table below provides an estimated cost for common compliance services:

Note: These are indicative estimates based on current market rates for small to mid-sized companies. Actual costs vary based on turnover, transaction volume, number of directors, foreign investment, and event-based filings. Check current pricing with your compliance provider before budgeting.

Follow these steps to meet the annual compliance requirements of a Pvt Company:

1. Maintain proper books of accounts: Record all income, expenses, assets, liabilities, and business transactions throughout the financial year.
2. Prepare and audit financial statements: Prepare the Balance Sheet, Profit and Loss Statement, and other required financial statements. Complete the mandatory statutory audit before filing the annual returns. This applies to every company, regardless of turnover. A separate tax audit under Section 63 of the Income-tax Act, 2025 (formerly Section 44AB of the 1961 Act) is required if the business crosses the prescribed threshold.
3. Conduct Board Meetings and AGM: Hold the required Board Meetings and conduct the Annual General Meeting within the timelines prescribed under the Companies Act, 2013.
4. Maintain statutory registers and records: Update registers of members, directors, shareholding details, charges, and meeting minutes as required.
5. File ROC annual forms on time: Submit Form AOC-4 for financial statements and Form MGT-7/MGT-7A for annual returns within the prescribed due dates.
6. Complete tax and GST compliances: File ITR-6, GST returns, TDS returns, and other applicable tax filings based on the company's activities.
7. Monitor changes requiring additional filings: Report events such as director changes, share allotments, registered office changes, and foreign transactions through the relevant MCA or FEMA filings.
8. Maintain a compliance calendar: Track all recurring and event-based deadlines in a compliance calendar to avoid late fees, penalties, and compliance issues.

Following the compliance requirements for a Private Limited Company helps avoid penalties, legal action, and operational disruptions. Missing ROC, tax, or statutory deadlines can lead to:

• Additional ROC Filing Fees: Late filing of forms such as AOC-4 and MGT-7/MGT-7A attracts an additional fee of ₹100 per day per form. The fee continues until the default is corrected and has no maximum limit.
• DIN Deactivation: Failure to file DIR-3 KYC on time can make a director's DIN inactive. Reactivation requires filing the pending KYC form and paying a ₹5,000 fee.
• Director Disqualification: Directors may face disqualification under Section 164(2) of the Companies Act, 2013. This can happen if the company fails to file annual returns or financial statements and may last for up to five years.
• Company Strike-Off Risk: Under Section 248 of the Companies Act, 2013, the ROC can strike off a company that fails to file its financial statements (AOC-4) or annual returns (MGT-7) for two consecutive financial years. Once struck off, the company cannot legally operate until it is restored through the NCLT.
• Director's Report Penalties: Failing to prepare or circulate the mandatory Director's Report under Section 134 can attract a penalty. The company may face a penalty of ₹3 lakh. Each defaulting officer may face a penalty of ₹50,000.
• Business Restrictions: A poor compliance record can affect access to loans, investments, and contracts. It can also limit other business opportunities.
• Tax Penalties: Delays in GST, TDS, or income tax filings may attract late fees and interest. Additional penalties may also apply.
• Legal Consequences: The company and officers responsible for serious violations may face penalties. In some cases, prosecution may also apply.
• CSR Non-Compliance: Failing to spend the required CSR amount or transfer unspent funds can attract penalties. The company may face twice the unspent amount or ₹1 crore, whichever is lower. Each defaulting officer may face one-tenth of the unspent amount or ₹2 lakh, whichever is lower.
• Secretarial Audit Non-Compliance: Where a secretarial audit applies under Section 204, failure to comply can attract penalties. The company, every officer in default, and the practising company secretary can each face a flat penalty of ₹2 lakh.
• Cost Audit Non-Compliance: Failure to maintain cost records, appoint a cost auditor, or file the cost audit report under Section 148 can attract a fine of ₹25,000 to ₹5,00,000 on the company. Every officer in default may face a fine of ₹10,000 to ₹1,00,000.
• Audit Trail Non-Compliance: Accounting software must have a functioning and non-disabled audit trail. Failure to comply is treated as a violation of the books-of-account requirements under Section 128. The company and responsible officers may face a fine of ₹50,000 to ₹5,00,000.