A Private Limited Company carries the same compliance load whether it earns crores or stays dormant — and the penalties run on a daily clock. This is the full annual compliance checklist, with the forms, due dates and what each delay actually costs.
| Quick answer | Key point |
|---|---|
| Two main annual filings? | AOC-4 (financial statements) and MGT-7 (annual return) with the ROC. |
| AOC-4 due? | Within 30 days of the Annual General Meeting. |
| MGT-7 due? | Within 60 days of the Annual General Meeting. |
| When must the AGM be held? | Within six months of the financial year end (nine months for the first AGM). |
| Late filing penalty? | Rs. 100 per day per form, with no upper cap. |
| DIR-3 KYC due? | By 30 September each year for every director. |
What is annual compliance for a Private Limited Company?
Annual compliance is the set of mandatory filings and meetings a Private Limited Company must complete each year under the Companies Act, 2013, regardless of turnover or activity.
These obligations exist from the moment of incorporation. A company with no revenue still has to hold meetings, get its accounts audited and file with the Registrar of Companies (ROC).
- AOC-4: filing of the audited financial statements with the ROC.
- MGT-7 / MGT-7A: the annual return; MGT-7A is the short form for small companies and OPCs.
- ADT-1: intimation of the appointment of the statutory auditor.
- DIR-3 KYC: annual KYC of every director holding a DIN.
- DPT-3: the return of deposits and outstanding loans.
The annual compliance calendar
| Compliance | Form | Due date (FY ending 31 March) |
|---|---|---|
| Commencement of business (one-time) | INC-20A | Within 180 days of incorporation |
| Auditor appointment intimation | ADT-1 | Within 15 days of the AGM |
| Return of deposits / loans | DPT-3 | By 30 June |
| Director KYC | DIR-3 KYC | By 30 September |
| Annual General Meeting | — | Within 6 months of FY end |
| Financial statements | AOC-4 | Within 30 days of the AGM |
| Annual return | MGT-7 / MGT-7A | Within 60 days of the AGM |
| Income tax return (audit case) | ITR-6 | 31 October |
Board meetings and the AGM
A Private Limited Company must hold at least four board meetings a year, with no more than 120 days between two meetings; a small company or OPC may hold two. The AGM must be held within six months of the financial year end, and the first AGM within nine months of the first financial year end.
Statutory audit
Every company, regardless of size or turnover, must have its accounts audited by a Chartered Accountant before filing AOC-4. The auditor is appointed through ADT-1, and the audited statements and the directors’ report form the core of the annual filing.
Penalties for missing deadlines
Late filing of AOC-4 or MGT-7 attracts an additional fee of Rs. 100 per day per form, with no upper limit, so a few months’ delay across both forms becomes a large bill quickly.
If a company fails to file financial statements or annual returns for three consecutive financial years, its directors are disqualified under Section 164(2) of the Companies Act, 2013, and barred from appointment in other companies for five years.
Continued default can also lead the Registrar to strike the company off the register.
Common mistakes
- Assuming a dormant company is exempt — penalties accrue silently. File even with nil activity.
- Missing DIR-3 KYC — the DIN is deactivated and a Rs. 5,000 reactivation fee applies. File by 30 September.
- Skipping ADT-1 — the auditor appointment is not on record. File within 15 days of the AGM.
How these obligations interact
The AGM is the anchor date: AOC-4 is due within 30 days of it and MGT-7 within 60 days, so a delayed AGM cascades into late filings on both. Separately, Section 164(2) links three years of AOC-4/MGT-7 default to director disqualification, which is why a single missed year is worth correcting before it compounds.
Key takeaways
- Every Private Limited Company files AOC-4 and MGT-7 each year, even with no income.
- AOC-4 is due within 30 days of the AGM; MGT-7 within 60 days.
- DIR-3 KYC is due by 30 September and DPT-3 by 30 June.
- Late filing costs Rs. 100 per day per form with no cap.
- Three consecutive years of default disqualifies directors under Section 164(2).
Frequently asked questions
What is the annual compliance for a Private Limited Company? Holding board meetings and an AGM, getting accounts audited, and filing AOC-4, MGT-7, ADT-1, DIR-3 KYC and DPT-3 with the ROC each year under the Companies Act, 2013.
When are AOC-4 and MGT-7 due? AOC-4 within 30 days of the AGM and MGT-7 within 60 days. For a 31 March year end, this typically means by late October and late November.
What is the penalty for late ROC filing? An additional fee of Rs. 100 per day per form, with no upper limit, plus separate penalties on the company and directors for non-filing.
Does a company with no business have to file? Yes. Annual compliance applies even to a dormant or zero-revenue company. Filings can be nil but cannot be skipped.
What happens if I don’t file for years? After three consecutive years of default, directors are disqualified under Section 164(2) and the company can be struck off the register.
Is a statutory audit mandatory for every Pvt Ltd? Yes. Every company must have its accounts audited by a Chartered Accountant before filing AOC-4, regardless of turnover.
When is DIR-3 KYC due? By 30 September each year. Missing it deactivates the DIN, and reactivation costs Rs. 5,000.
What is DPT-3? An annual return of deposits and outstanding loans, due by 30 June, filed even for loans from directors or related parties that are exempt deposits.
Stay ahead of every deadline
The daily-penalty structure makes ROC compliance unforgiving, but it is entirely manageable with a calendar and a reminder system. Regikart manages annual filings end to end. Reach us at +91 70444 94804 or [email protected], or see our compliance services at /roc-compliance.
About the author
Srishty
Senior Advisor at Regikart. Want to discuss this in the context of your business?