Private Limited Company · Chapter 11
Annual Compliance: what never stops
In short
Every PVT. LTD. must, every year, get its accounts audited, hold board meetings and an AGM, file AOC-4 and MGT-7 or MGT-7A with the Registrar and file an income tax return, even with no business.
Every Private Limited Company must, every year, get its accounts audited, hold board meetings and an Annual General Meeting (AGM), file its financial statements (AOC-4) and annual return (MGT-7 or MGT-7A) with the Registrar, and file an income tax return — even if it had no business at all.
A Private Limited Company has a yearly routine. It applies whether the company made profits, losses or no sales at all, and late filing costs money every single day.
What are the board meeting rules?
A company must hold at least four board meetings a year, with not more than 120 days between two meetings. A small company or OPC needs at least one meeting in each half of the calendar year, at least 90 days apart. From 1 December 2025, a private company with paid-up capital up to ₹10 crore and turnover up to ₹100 crore is generally a small company.
Is an audit compulsory for a Private Limited Company?
Yes. Accounts must be audited every year by the statutory auditor, regardless of turnover. The board approves the financial statements before the AGM.
When must the Annual General Meeting (AGM) be held?
Held within six months of the end of the financial year — normally by 30 September. The first AGM can be held within nine months of the end of the first financial year. The shareholders adopt the audited accounts at the AGM.
Which ROC forms must be filed every year?
| Form | What it is | Due |
|---|---|---|
| AOC-4 | Financial statements | Within 30 days of the AGM |
| MGT-7 / MGT-7A | Annual return (MGT-7A for small companies and OPCs) | Within 60 days of the AGM |
| ADT-1 | Auditor appointment at the AGM (usually for five years) | Within 15 days of the AGM |
| DPT-3 | Return of deposits and outstanding loans | By 30 June, where applicable |
| MSME-1 | Dues to micro and small suppliers beyond 45 days | Half-yearly, where applicable |
| DIR-3 KYC | Director KYC | Once every three financial years, by 30 June |
All these forms are filed on the MCA portal and signed with a director's Digital Signature Certificate.
What tax filings does a company have?
- Company Income Tax Return every year, on the income tax portal — for companies that need an audit, the normal due date is 31 October, though the government sometimes extends it, so check the portal each year.
- TDS deposits and quarterly TDS returns, if tax is deducted.
- GST returns, if registered on the GST portal — including "nil" returns in months with no sales.
A simple yearly calendar (financial year April–March)
| When | What |
|---|---|
| April–June | Close the books; DPT-3 and, in the due year, DIR-3 KYC by 30 June |
| July–September | Audit; board approves accounts; AGM by 30 September |
| October | AOC-4 within 30 days of the AGM; income tax return; ADT-1 where the auditor is appointed |
| November | MGT-7 / MGT-7A within 60 days of the AGM |
| Throughout the year | Board meetings, TDS, GST returns, MSME-1 where applicable |
What does delay cost?
Late filing of AOC-4 and MGT-7 attracts an additional fee of ₹100 per day, per form, with no upper limit. Years of non-filing can lead to the company being struck off and its directors being disqualified. A missed DIR-3 KYC deactivates the director's DIN until it is filed with a ₹5,000 late fee.
Key takeaways
- Audit, AGM, AOC-4 and MGT-7 every year — even with zero business.
- Late fees run per day, per form, without a cap.
- Put every due date in a calendar on the day the company is incorporated.
Frequently asked questions
What is the due date for AOC-4 and MGT-7?
AOC-4, which contains the financial statements, is due within 30 days of the Annual General Meeting. MGT-7 or MGT-7A, the annual return, is due within 60 days of the AGM. Since the AGM is normally held by 30 September, AOC-4 is usually due by about 30 October and MGT-7 by about 29 November for most companies.
Is an AGM compulsory for a Private Limited Company?
Yes. Every Private Limited Company must hold an Annual General Meeting each year, within six months of the end of the financial year, normally by 30 September. The first AGM can be held within nine months of the end of the first financial year. Only a One Person Company is exempt from holding an AGM.
What is the late fee for AOC-4 and MGT-7?
If AOC-4 or MGT-7 is filed after its due date, the company pays an additional fee of ₹100 per day of delay for each form, on top of the normal filing fee. There is no upper limit, so a delay of one year adds more than ₹36,000 per form. Separate penalties may also apply to the company and its officers.
What is the difference between MGT-7 and MGT-7A?
Both are annual return forms. MGT-7A is a simplified annual return for One Person Companies and small companies. MGT-7 is filed by all other companies and asks for more detailed information. From 1 December 2025, a private company with paid-up capital up to ₹10 crore and turnover up to ₹100 crore is generally a small company.
How many board meetings must a small company hold in a year?
A small company or One Person Company needs to hold at least one board meeting in each half of the calendar year, with a gap of at least 90 days between the two meetings. Other private companies must hold at least four board meetings a year, with not more than 120 days between two consecutive meetings.
