Annual Compliance Checklist for Private Limited Companies

Registering a private limited company is the easy part. Every year after that, the company owes the ROC a fixed set of filings, whether it did any business or not. Miss one and the penalty is a flat per-day late fee with no upper cap, which is how a forgotten filing turns into a five-figure bill. Here's the full list and when each one is due.

The filings themselves

• AOC-4: your financial statements, filed within 30 days of the AGM
• MGT-7 (or MGT-7A for small companies and OPCs): your annual return, filed within 60 days of the AGM
• ADT-1: appointment or reappointment of your statutory auditor, filed within 15 days of the AGM
• DIR-3 KYC: filed by every director individually by 30 September, not by the company
• A statutory audit report, prepared before the AGM and attached to your AOC-4

Board meetings and minutes

A private limited company must hold at least four board meetings a year, no more than 120 days apart between two consecutive ones. Each meeting needs minutes signed within 30 days, kept in a minutes book, not a shared drive folder that someone might edit later. The Annual General Meeting is separate from these four and has to happen within six months of the financial year closing, so by 30 September for a year ending 31 March.

The statutory audit

Every private limited company needs an audit every year, regardless of turnover or whether the company did any business at all. There is no small-company exemption the way there is for LLPs. Your auditor is appointed at the first AGM for a five-year term (filed on ADT-1) and reappointed formally at each AGM afterward, not automatically carried over.

A rough calendar

For a company with a 31 March year end, the year plays out roughly like this:

• 31 March: financial year closes
• 30 September: AGM must be held by this date
• Within 15 days of the AGM: file ADT-1
• Within 30 days of the AGM: file AOC-4
• Within 60 days of the AGM: file MGT-7 or MGT-7A
• 30 September (separately, per director): each director files DIR-3 KYC

What happens if you miss a filing

AOC-4 and MGT-7 both carry a late fee of 100 rupees per day of delay, per form, with no ceiling. A filing that's six months late costs roughly 18,000 rupees in penalties alone, on top of whatever it takes to actually get the paperwork done. Directors of a company that stays non-compliant for long enough also risk disqualification from holding directorships elsewhere.

We handle annual compliance and DIR-3 KYC filings for our clients on a fixed yearly retainer, so nothing here gets discovered a week after the deadline. See our compliance services, or read our separate note on DIR-3 KYC deadlines if you just need to sort out one director.