Incorporating a company is the easy part. Keeping it compliant every year is what keeps directors out of trouble. Here are the recurring obligations of a private limited company under the Companies Act, 2013, in the order they usually fall in a financial year (April to March).
The annual calendar at a glance
| Compliance | Due | Law / form |
|---|---|---|
| Disclosure of directors' interests and non-disqualification | First board meeting of each financial year | MBP-1 (s.184), DIR-8 (s.164) |
| Return of deposits and outstanding loans | 30 June | DPT-3 |
| Annual General Meeting (AGM) | Within 6 months of financial-year end (usually by 30 September), and not more than 15 months after the previous AGM | Section 96 |
| Intimation of auditor appointment | Within 15 days of the AGM where the auditor is appointed (usually every 5 years) | ADT-1 (s.139) |
| Financial statements filing | Within 30 days of the AGM | AOC-4 (s.137) |
| Annual return | Within 60 days of the AGM | MGT-7, or MGT-7A for small companies and OPCs (s.92) |
| Half-yearly return of dues to MSME suppliers (if any are unpaid beyond 45 days) | 31 October (Apr–Sep) and 30 April (Oct–Mar) | MSME-1 |
| Directors' KYC | As prescribed by MCA for each DIN holder | DIR-3 KYC / web KYC |
| Income tax return | As notified by CBDT each year (later for companies needing a tax audit) | Company ITR |
Note: The first AGM must be held within 9 months of the end of the company's first financial year. One Person Companies don't need to hold an AGM.
Board meetings
- The first board meeting must be held within 30 days of incorporation.
- After that, hold at least four board meetings a year, with no more than 120 days between two meetings (Section 173(1)).
- Small companies, One Person Companies, dormant companies and start-up private companies need only one meeting in each half of the calendar year, with at least 90 days between them (Section 173(5)).
- Keep minutes of every meeting, signed within 30 days (Section 118).
Registers and records to maintain
- Register of members (MGT-1), register of directors and KMP, register of charges, and register of contracts with related parties (MBP-4).
- Books of account at the registered office, preserved for 8 years (Section 128).
- Statutory audit of the financial statements every year, whatever the turnover. Every company needs an auditor.
What happens if you miss deadlines?
- Additional fees: late filing of AOC-4 and MGT-7 attracts an additional fee of ₹100 per day of delay for each form. This can add up to lakhs.
- Director disqualification: if a company fails to file financial statements or annual returns for three continuous financial years, every director becomes disqualified for five years. They can't be reappointed there or appointed to any other company (Section 164(2)), and their DIN can be deactivated.
- Strike-off: the ROC can remove a non-compliant or inactive company from the register (Section 248).
- Penalties on the company and every officer in default under the relevant sections.
Already behind? MCA periodically runs condonation and amnesty schemes that reduce additional fees. A company secretary can tell you if one is open. See also Duties and Liabilities of Directors.
Frequently asked questions
What is the due date for AOC-4 and MGT-7?
AOC-4 (financial statements) is due within 30 days of the AGM, and MGT-7 or MGT-7A (annual return) within 60 days of the AGM.
How many board meetings must a private limited company hold in a year?
At least four, with a gap of no more than 120 days between two meetings. Small companies, OPCs and start-up private companies need only one meeting in each half of the calendar year.
What is the penalty for late filing of ROC annual returns?
An additional fee of ₹100 per day of delay applies to each late form, and failing to file for three continuous years disqualifies every director for five years.
Is an audit compulsory for a private limited company with no turnover?
Yes. Every company must have its financial statements audited by a chartered accountant every year, regardless of turnover.