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Overview of Annual Compliance of a Private Limited Company
Incorporating a Private Limited Company in India is only the initial step for running a business. It is not the end. The Companies Act, 2013, has mandated certain compliances that every company incorporated in India has to comply with in order to legally operate its business in India. These compliances are necessary for maintaining transparency and good governance. A Private Limited Company is required to hold its Annual General Meeting (AGM) as per Section 96, file its Annual Return in the Form MGT-7 as per Section 92, and submit its audited financial statements in the Form AOC-4 under Section 137 under the Companies Act, 2013. Failure to comply with these provisions can result in hefty penalties, additional fees (after filing the due date), disqualification of directors, or, in the worst case, your company can be struck off from the Register of Companies (RoC) under Section 248 of the Companies Act, 2013.
Compliances for a Private Limited Company
Compliance is the legal, regulatory, and procedural requirements that every entity has to follow under the applicable laws. The Registrar of Companies (ROC), which operates under the Ministry of Corporate Affairs (MCA), regulates the incorporation and functioning of companies in India. Every Pvt Ltd company must file its annual return, financial statements, director KYC, and other essential declarations with the ROC within specified deadlines. Failure to meet these compliance requirements can result in fines, director disqualification, and even the removal of the company’s name from the official register.
Annual Compliances for Private Limited Companies in India
A private limited company must adhere to the following annual compliances:
- Conducting Annual General Meeting (AGM)
- Annual Return Filing MGT-7/7A
- Filing Financial Statement with RoC AOC-4
- Director KYC DIR-3/DIR KYC Web
- DIR-12 (if there is any change in directorship in the company)
- Declaration of Deposits DPT-3
- ADT-1 (if a new auditor is appointed)
- Maintain books of accounts
- File the Income Tax Returns (ITR-6)
- File the GST Annual Return (GSTR-9)
1. Conduct the Annual General Meeting (AGM)
The Annual General Meeting is conducted in the company to discuss and approve the financial statements, the auditor’s report, declare the dividends, and appoint or re-appoint auditors. Section 96 of the Companies Act, 2013, mandates that every company - public, private, or One Person Company (OPC), has to hold its AGM within 6 months of the end of the financial year. Newly incorporated companies are required to have their first AGM within 9 months of the end of the first financial year.
Venue and Time of the AGM: The Annual General Meeting must be held on a working day, any day other than a national holiday, during business hours between 9:00 AM to 6:00 PM, at the registered office of the company or at some place where the registered office address of the company is located.
2. Annual Return Filing (MGT-7/7A)
Section 92 of the Companies Act, 2013, mandates that every company, including a Private Limited Company, shall prepare and file an annual return at the end of each financial year. The annual return contains the following information:
- Company’s registered office, principal business activities, holding, subsidiary, or associate companies (if any).
- Details of share capital, including changes in shareholding during the year of the company.
- Details of directors and key managerial personnel, their remuneration and any changes such as appointments or resignations.
- Summary of the share distribution, details of equity, preference shares, and any debentures or securities issued.
- Information regarding any deposits received, loans taken, or financial obligations
- Penalty or punishment imposed on the company or its directors, and details of the compounding offence and appeals made by the company
Form Variants: MGT-7 Vs MGT-7A
|
MGT-7 |
MGT-7A |
|
It is a standard form used by most companies to file their annual return. It requires comprehensive disclosure and is applicable to companies that do not qualify as “small companies” under the Companies Act, 2013.
|
‘Small Companies’ will file an annual return using the MGT-7A form. Small companies are defined as companies other than a public limited company whose paid-up share capital does not exceed ₹4 crores and whose annual turnover does not exceed ₹40 crores. |
Filing process and deadline
The Annual return must be filed with the Registrar of Companies (RoC) online at the MCA portal within 60 days of the Annual General Meeting (AGM).
3. Filing the Financial Statement with the RoC (AOC-4)
Section 137 of the Companies Act, 2013, mandates that every company incorporated in India has to file its audited Financial Statements with the Registrar of Companies (ROC) annually. This filing is done using the Form AOC-4. The following documents shall be filed in AOC-4:
- Audited Financial Statements detailing income, expenses, profits, and losses incurred in a year
- Details of cash inflow and outflow over the financial year
- Statement of subsidiaries as per section 129 – Form AOC-1
- Corporate Social Responsibility of the Company
- Secretarial Audit Report
- Statement of Subsidiaries
- Independent Auditor’s Report that confirms that the financial statements are true.
Filing process and deadline
The AOC-4 form, along with its fees, is submitted electronically at the MCA portal within 30 days of the date of the Annual General Meeting (AGM).
|
Share capital of the Company |
Fee per document |
|
₹1,00,000 |
₹200 |
|
₹1,00,000 to ₹4,99,999 |
₹300 |
|
₹5,00,000 to ₹24,99,999 |
₹400 |
|
₹25,00,000 to ₹99,99,999 |
₹500 |
|
₹1,00,00,000 and above |
₹600 |
4. Director KYC (DIR-3 KYC/KYC Web)
The Companies Act, 2013, requires all company directors holding DIN to update their personal and professional details on the Ministry of Corporate Affairs (MCA) portal using DIR-3 KYC. The following information shall be disclosed in the DIR-3 KYC form:
- Full name, date of birth, residential address proof, contact number, e-mail address of the directors,
- A recent passport-sized photograph of the director
- Aadhar Card of the Director
- Digital Signature Certificate (DSC)of the Director
For first-time filings, directors must submit their DIR-3 KYC form via the MCA portal. If a director’s contact number and personal information remain unchanged, the DIR-3 KYC Web form will be used afterwards. However, if any details have changed, the standard DIR-3 KYC form must be filed. The last date to file the DIR-3 KYC form with the MCA is 15th September each year.
4. DIR-12 (if there is a change in the Board of Directors of the company)
The Companies Act, 2013, mandates that if there is a change in the board of directors of a company, like resignation or removal of a director, it must be reported to the Ministry of Corporate Affairs (MCA). The DIR-12 form includes the updated personal and professional details along with the DIN of the existing directors, along with new (if any). It must be filed within 30 days of the change in directorship of the company.
5. Return of Deposits (Form DPT-3)
If a Private Limited Company has accepted deposits during the financial year, it must file the DPT-3 form online on the MCA portal. The form was not initially introduced in the Companies Act, 2013. Vide notification dated 22.01.2019, the MCA mandated the private companies to disclose all the deposits received in a financial year by or before 30th June to ensure transparency with the RoC and stakeholders.
The following amounts are not considered deposits under the relevant rule:
- Money received directly from the government or backed by it, including funds from foreign governments or banks.
- Loans or credit facilities from public financial institutions, insurance companies, or banks.
- Funds are transferred from one company to another.
- Money obtained through securities subscriptions or advance calls.
- Amounts provided by a director or a director’s relative if they held the position at the time of the transaction.
- Sums received from an employee, as long as it does not exceed the employee’s annual salary (for instance, as a non-interest-bearing security deposit).
- Advances received for business purposes, such as for supplying goods or providing services, or security deposits to ensure contract performance.
- For startup companies, a convertible note of ₹25 lakh or more is received in a single instalment.
- Funds raised through the issuance of secured bonds or debentures (with a first charge) or non-convertible debentures that do not encumber the company’s assets.
- Unsecured loans from promoters.
- Money received from a Nidhi Company or via chit subscriptions under the Chit Funds Act, 1982.
- Amounts received from collective investment schemes, alternative investment funds, or SEBI-registered mutual funds.
- Any other funds that do not fall under the definition of a deposit as per Rule 2(1)(c).
6. Form ADT-1 if a New Auditor is Appointed
If a Private Limited Company has appointed a new auditor, the Companies Act, 2013, mandates that the company file the form ADT-1 within 30 days of the date of the auditor's appointment.
7. Maintain Books of Accounts
Under Section 96 of the Companies Act, 2013, the Managing Director, the Whole-time Director, who is in charge of finance of the company, the chief financial officer (CFO), or any other person designated by the Board of Directors, is responsible for maintaining accurate and up-to-date books of accounts. It includes the receipts, expenditures, sales, purchases, assets, and liabilities. The company must store records at the registered office of the company. If accounts are maintained elsewhere, the company has to notify the RoC by filing the AOC-5 form within 7 days.
8. File the Income Tax Returns (ITR-6)
Section 139(1) of the Income Tax Act, 1961, mandates that every company incorporated that comes under the purview of ‘resident’ under the Income Tax Act, 1961, has to file its Income Tax Return (ITR) every year. The ITR discloses income, deductions, and tax computation of the entity. Companies other than those that claim exemptions under Section 11 of the Income Tax Act, 1961, shall file their ITR by using the ‘ITR-6 form’.
The due date to file the Income Tax Return is usually 31st July of the assessment year.
9. File the GST Annual Return (GSTR-9)
Under the CGST Act, 2017, companies having the GST registration number are required to file annual returns along with monthly or quarterly returns. The annual GST return discloses the following information:
- Details of outward supplies (sales) and inward supplies (purchases) aggregated over the year.
- Input Tax Credit (ITC) availed.
- Tax liability and taxes paid during the financial year
The annual return (GSTR-9) must be filed on or before 31st December of the subsequent financial year.
Due Date for Annual Compliances of Private Limited Company
|
S. No. |
Annual Compliances |
Due date |
|
1 |
Annual General Meeting (AGM) For the newly incorporated companies |
Within 6 months of the close of the financial year. The first AGM should be held within nine months of the end of the first financial year. |
|
2 |
Annual Return Filing (MGT-7/MGT-7A) |
Within 60 days after the AGM. |
|
3 |
Filing of Financial Statements (AOC-4) |
Within 30 days after the AGM. |
|
4 |
Director KYC (DIR-3/DIR-3 KYC Web) |
30th September each year |
|
5 |
Change in Directorship (DIR-12) |
If there is any change in the BOD, the DIR-12 must be filed within 30 days of the change. |
|
6 |
Return of Deposits (DPT-3) |
On or before 30th June of the financial year |
|
7 |
New Auditor Appointment (ADT-1) |
Within 30 days from the appointment date. |
|
8 |
Income Tax Return (ITR-6) |
31st July of the assessment year |
|
9 |
GST Annual Return (GSTR-9) |
31st December of the subsequent financial year |
Why Choose Kanakkupillai?
Running a Private Limited Company in India comes with a legal responsibility to maintain timely and accurate compliance under the Companies Act, 2013. Non-compliance can lead to penalties, disqualification of directors, and loss of corporate credibility. At Kanakkupillai, we simplify this entire compliance system by providing:
- End-to-end compliance management: Our team of experienced Chartered Accountants, Company Secretaries, and legal professionals ensure strict adherence to the Companies Act, 2013, Income Tax Act, FEMA, and GST laws. We manage all your RoC filings, board resolutions, annual returns, tax filings, and other regulatory filings.
- Real-Time compliance calendar: We ensure that you are always one step ahead of your due dates. We track every compliance deadline (AGMs, AOC-4, MGT-7, ADT-1, etc.) and send timely alerts so you never miss a filing.
- Customised compliance packages: Whether you are in the early startup stage or managing a fast-growing enterprise, we offer transparent, cost-effective compliance plans that suit your budget.
- Data Confidentiality: We maintain strict data protocols to ensure your data and records are filed accurately and safely.
Frequently Asked Questions
What constitutes annual compliance for a private limited company in India?
Annual compliance refers to the set of mandatory legal obligations that a private limited company must fulfill each year. These include filing annual returns and financial statements, conducting AGMs, and adhering to tax regulations.Why is it essential to conduct an Annual General Meeting (AGM)?
An AGM provides a platform for shareholders to receive updates on the company's performance, approve financial statements, declare dividends, and make crucial decisions.Is it mandatory to appoint an auditor for a private limited company?
Yes, every private limited company must appoint a qualified auditor to conduct an annual statutory audit of its financial statements and comply with the provisions of the Companies Act, 2013.How does timely compliance benefit a private limited company?
Adhering to compliance enhances the organization's credibility and reputation, attracts potential investors, and ensures eligibility for financial assistance from banks and financial institutions.What is the role of the Director Identification Number (DIN) in compliance?
A DIN is a unique identifier for directors. Directors must annually update the KYC details associated with their DIN to remain compliant and avoid deactivation.Can non-compliance affect the personal liability of directors?
Yes, directors can be held personally liable for non-compliance, facing fines up to ₹5000 and disqualification from holding directorships.What records should a private limited company maintain for compliance purposes?
Companies should maintain accurate records of financial transactions, meeting minutes, statutory registers, shareholder details, and correspondence with regulatory authorities to ensure compliance and facilitate audits.What makes Us Different
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