Private Limited Company Annual Compliance
Annual ROC and MCA compliance for private limited companies in India. AOC 4, MGT 7, DIR 3 KYC, DPT 3, ADT 1, board meeting drafting, AGM coordination and event based filings, all by a Practicing Company Secretary.
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What Pvt Ltd Annual Compliance Looks Like in 2026
A private limited company in India is a separate legal person under the Companies Act 2013. With separate legal personality comes a fixed annual compliance load that does not pause for revenue, profit or operating cycle. Every Pvt Ltd, whether it has earned one rupee or one crore, must complete the annual ROC and MCA filings on time. The MCA V3 portal handles every filing electronically and the Class 3 DSC of the authorised director is mandatory for the submission.
The annual compliance calendar revolves around three milestones. First, the financial year end on thirty one March. Second, the annual general meeting held within six months of financial year end. Third, the statutory due dates of individual forms calculated either from the AGM date or from a fixed calendar date.
Annual Compliance Calendar for a Private Limited Company
| Filing | Due Date | What It Covers |
|---|---|---|
| ADT 1 (first auditor) | Within 30 days of incorporation | Appointment of the first statutory auditor by the board. |
| INC 20A | Within 180 days of incorporation | Declaration of commencement of business after paid up capital deposit. |
| Board meetings | At least four per year, gap not exceeding 120 days | Drafting of agenda, notice, minutes and resolutions. |
| AGM | Within six months of financial year end (not later than 30 September for FY ending 31 March) | Annual general meeting with shareholders. |
| AOC 4 | Within 30 days of AGM | Filing of audited financial statements with the ROC. |
| MGT 7 | Within 60 days of AGM | Annual return covering shareholding, directors, KMP and meetings. |
| DPT 3 | 30 June annually | Return of deposits and exempted deposits as on 31 March. |
| DIR 3 KYC | 30 September annually | KYC for every director with an active DIN. |
| ADT 1 (re appointment) | Within 15 days of AGM appointing or re appointing auditor | Intimation of auditor appointment for the next five year term. |
Event Based Filings That Are Often Forgotten
Annual compliance is only half the picture. The Companies Act 2013 requires intimation to the ROC for every significant change in the company. Common event based filings include change in directors (DIR 12), change in registered office (INC 22), change in company name (INC 24), share allotment (PAS 3), share transfer (no MCA form but stamp duty and statutory registers updated), increase in authorised capital (SH 7), alteration of MOA (MGT 14) and alteration of AOA (MGT 14). Each filing has a tight statutory deadline, usually fifteen to thirty days from the date of the event.
The most common compliance failure we see is event based filings being missed because the founders do not even know they apply. A simple change in registered office goes unfiled for months because the team treats it as an internal matter. By the time it comes to light, INC 22 is overdue by a year and the daily penalty has accumulated. A managed compliance retainer ensures every event is captured and filed within the statutory window.
Frequently Asked Questions on Pvt Ltd Compliance
What annual compliance does a private limited company in India carry?
Annual compliance for a Pvt Ltd includes AOC 4 (audited financials), MGT 7 (annual return), DIR 3 KYC for every director, DPT 3 (return of deposits), ADT 1 (auditor appointment or re appointment), four board meetings per year and one AGM within six months of the financial year end. Event based filings happen as and when changes occur.
What are the total annual ROC filings for a small private limited company?
What is the penalty for late ROC filing by a Pvt Ltd?
AOC 4 and MGT 7 each attract one hundred rupees per day of delay, with no upper limit. DIR 3 KYC late filing leads to DIN deactivation and a fixed reactivation penalty of five thousand rupees. Repeated default can lead to disqualification of directors under section 164 of the Companies Act 2013 and strike off of the company.
Is statutory audit mandatory for a private limited company in India?
Yes, from year one. Every Pvt Ltd must have its financial statements audited by a chartered accountant in practice, regardless of turnover. The auditor is appointed through form ADT 1 for a five year term, with re appointment at every fifth AGM.
What is the Small Company concept and does it relax compliance?
The Companies (Specification of Definitions Details) Rules 2022 raised the Small Company threshold to a paid up capital of four crore and turnover of forty crore. Small Companies enjoy compliance relaxations including exemption from cash flow statement, one director board meeting allowance in some cases and simplified MGT 7A annual return.
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AOC 4 Filing
Filing of audited financial statements with the Registrar of Companies.
Read MoreMGT 7 Filing
Annual return covering shareholding, directors and AGM details.
Read MoreDIR 3 KYC
Annual director KYC. Failure deactivates the DIN.
Read MoreADT 1 Auditor Appointment
First statutory auditor appointment within 30 days of incorporation.
Read MoreINC 20A Commencement
Declaration of commencement of business within 180 days of incorporation.
Read MoreDPT 3 Filing
Return of deposits with the MCA every 30 June.
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