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Company Annual Compliances for Every Private Limited Company in India

AOC-4, MGT-7, ADT-1, DIR-3 KYC and DPT-3 filings are mandatory for every registered Private Limited Company — even those with zero turnover. Stay penalty-free with expert CA/CS-managed ROC compliance.

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What Are Annual Compliances for a Private Limited Company?

Annual compliances are the mandatory filings and statutory obligations that every Private Limited Company registered under the Companies Act, 2013 must complete each financial year with the Registrar of Companies (ROC). These include holding an Annual General Meeting (AGM), filing audited financial statements in Form AOC-4, filing the annual return in Form MGT-7 or MGT-7A, and completing director KYC through Form DIR-3 KYC.

Annual compliance is mandatory for every registered Private Limited Company — including newly incorporated companies, dormant companies, zero-turnover companies, and DPIIT-recognised startups. There is no exemption based on business activity or revenue; even a company with no transactions during the year must complete its statutory filings.

Why Annual Compliance Matters

  • Avoids daily penalties that accumulate with no upper cap
  • Protects directors from disqualification under Section 164(2)
  • Keeps the company in "Active" status with the MCA
  • Builds credibility with banks, investors and government tenders
  • Prevents the company from being struck off the ROC register

Who Must Comply

  • Every Private Limited Company, regardless of turnover
  • One Person Companies (OPCs), with simplified MGT-7A filing
  • Dormant and zero-transaction companies
  • Startups — see our Startup India Registration guide for related benefits

Annual ROC Compliance Calendar for a Private Limited Company

The table below shows the typical annual compliance sequence, assuming a financial year ending 31st March and an AGM held by 30th September.

ComplianceFormDue Date
Return of Deposits/LoansDPT-330 June every year
Director KYCDIR-3 KYC30 September every year, for all directors holding a DIN
Annual General MeetingAGMWithin 6 months of financial year-end, typically by 30 September
Auditor Appointment NoticeADT-1Within 15 days of the AGM
Financial StatementsAOC-4Within 30 days of the AGM
Annual ReturnMGT-7 / MGT-7AWithin 60 days of the AGM
MSME Outstanding PaymentsMSME-1Half-yearly — 30 April and 31 October

Due dates shift each year based on the AGM date and are subject to change by MCA notification. Please confirm exact dates for your company with our compliance team.

Key ROC Forms Every Private Limited Company Must File

  • Form AOC-4 — Filing of audited financial statements, Board's Report, and auditor's report
  • Form MGT-7 / MGT-7A — Annual return with details of directors, shareholders, and share capital
  • Form ADT-1 — Notice of appointment or reappointment of the Statutory Auditor
  • Form DIR-3 KYC — Annual KYC verification for every director holding a DIN
  • Form DPT-3 — Return of deposits and outstanding loans, including a Nil return where applicable
  • Form MSME-1 — Half-yearly disclosure of payments outstanding to MSME suppliers beyond 45 days

Board Meetings and Other Statutory Requirements

Board Meeting Requirements

  • Minimum of 4 Board Meetings every year
  • Gap between two consecutive meetings should not exceed 120 days
  • Proper minutes must be recorded and maintained for every meeting

Statutory Registers and Records

  • Register of Members, Directors, and Charges must be kept updated
  • Statutory Audit of books of accounts is mandatory every year
  • Adoption of financial statements and Board's Report at the AGM

How We Handle Your Company's Annual Compliance

Our CA and CS team manages the entire annual compliance cycle for your Private Limited Company end to end.

1

Compliance Review and Document Collection

We review your company's incorporation documents, previous filings, and financial records to build a compliance checklist for the year.

2

Financial Statement Preparation and Audit

Your books are finalised and audited by a practicing Chartered Accountant ahead of the Annual General Meeting.

3

AGM and Board Resolutions

We assist in convening the AGM, drafting board resolutions, and preparing minutes as required under the Companies Act, 2013.

4

ROC Form Filing

AOC-4, MGT-7/MGT-7A, ADT-1, DIR-3 KYC and DPT-3 are prepared and filed on the MCA portal within the applicable deadlines.

5

Acknowledgement and Record Keeping

You receive filing acknowledgements and an updated compliance record, keeping your company in Active status with the MCA.

Penalty for Missing Annual Compliance Deadlines

Late filing of ROC forms such as AOC-4 and MGT-7 attracts an additional fee of ₹100 per day per form, with no maximum cap under Sections 137 and 92 of the Companies Act, 2013. A delay of one year on these two forms alone can result in penalties running into tens of thousands of rupees. Continued non-filing for three consecutive years can also lead to director disqualification under Section 164(2) and the company being struck off the ROC register.

Not Sure Which Filings Apply to Your Company?

Every company's compliance calendar varies slightly based on incorporation date and AGM schedule. Get a free, personalised compliance checklist from our CA/CS team.

Get My Free Compliance Checklist

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Explore other filings and registrations relevant to your Private Limited Company.

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Frequently Asked Questions on Private Limited Company Annual Compliance

Is annual compliance mandatory for a Private Limited Company with no business activity?

Yes, every registered Private Limited Company must complete its annual ROC filings regardless of turnover or business activity, including companies with zero transactions during the year.

What is the due date for filing AOC-4?

Form AOC-4 must be filed within 30 days of the Annual General Meeting, which typically falls around 29th or 30th October if the AGM is held on 30th September.

What is the due date for filing MGT-7 or MGT-7A?

The annual return in Form MGT-7 (or MGT-7A for small companies and OPCs) must be filed within 60 days of the AGM, typically around 28th or 29th November.

What happens if a company misses its ROC filing deadline?

A late filing fee of ₹100 per day per form applies, with no upper cap, and continued non-compliance for three consecutive years can lead to director disqualification and the company being struck off the ROC register.

Does DIR-3 KYC need to be filed every year?

DIR-3 KYC is generally required annually for every director holding a DIN, with the due date usually falling on 30th September. Filing frequency can be updated by the MCA, so it is best to confirm the current requirement before the deadline.

How many Board Meetings must a Private Limited Company hold each year?

A minimum of four Board Meetings must be held every year, with the gap between two consecutive meetings not exceeding 120 days.

Is a startup with DPIIT recognition exempt from annual ROC compliance?

No, DPIIT recognition provides certain tax and regulatory benefits but does not exempt a startup from mandatory annual ROC compliance under the Companies Act, 2013.

Is a statutory audit compulsory for a Private Limited Company?

Yes, every Private Limited Company must get its books of accounts audited by a practicing Chartered Accountant each financial year, regardless of turnover.

What is Form DPT-3 and who needs to file it?

Form DPT-3 is an annual return of deposits and outstanding loans that every company must file by 30th June, including a Nil return where applicable.

How do I get started with my company's annual compliance filing?

Message our CA/CS team on WhatsApp at +91 98182 09246 with your company's incorporation details, and we will share a personalised compliance checklist and timeline.

Keep Your Company Compliant and Penalty-Free

Don't risk late fees or director disqualification. Let our CA/CS team manage your Private Limited Company's annual ROC compliance, trusted by 50,000+ businesses across India.

WhatsApp: +91 98182 09246 Talk to a Compliance Expert

SetupFiling.in is a private business compliance platform and is not affiliated with the Ministry of Corporate Affairs. Due dates mentioned are indicative and may be revised by MCA notification — please verify before filing.