Quick answer
What is the annual compliance for a private limited company?
Annual compliance for private limited company covers board meetings, a statutory audit by a practising CA, the AGM by 30 September, AOC-4 within 30 days and MGT-7 within 60 days of the AGM, ADT-1 on auditor appointment, the company's ITR, and returns such as DPT-3, MSME Form 1 and DIR-3 KYC where they apply.
- AGM by 30 September for most companies
- AOC-4 within 30 days of the AGM
- MGT-7 or MGT-7A within 60 days of the AGM
- FY 2025-26 fee relief: AOC-4 to 31 Dec 2026, MGT-7 to 31 Jan 2027
- Three years of missed returns can disqualify directors
Company compliance checklist for FY 2025-26
The company compliance checklist below lists every recurring item a typical Delhi private limited company faces in a year, with the rule behind it. Not every row applies to every company: DPT-3 and MSME Form 1 depend on your balance sheet, and DIR-3 KYC now falls only once every three years.
| Item | Form or record | When | Applies to |
|---|---|---|---|
| Board meetings | Notice, agenda, minutes | At least four a year, gap of 120 days or less; small companies, OPCs and start-ups: one each half year, at least 90 days apart | All companies |
| Statutory audit | Auditor's report | Before the board approves accounts | All companies |
| Annual general meeting | Notice, minutes | By 30 September 2026 for FY 2025-26 | All except OPCs |
| Auditor appointment | ADT-1 | Within 15 days of the AGM or appointment | When an auditor is appointed |
| Financial statements | AOC-4 (or AOC-4 XBRL / CFS) | Within 30 days of the AGM | All companies |
| Annual return | MGT-7, or MGT-7A for small companies and OPCs | Within 60 days of the AGM | All companies |
| Return of deposits | DPT-3 | 30 June | Companies with outstanding loans or money received that must be reported |
| Dues to micro and small suppliers | MSME Form 1 | 31 October and 30 April | Companies with such dues beyond 45 days |
| Director KYC | DIR-3 KYC | 30 June, once every three financial years | Every director with a DIN |
| Company income tax return | ITR-6 | 21 November 2026 for audit cases, AY 2026-27 | All companies |
Sources: board meetings, s.173 on ca2013.com; AGM, ADT-1 and DPT-3 dates as reported by LegalWiz and IndiaFilings; DIR-3 KYC per ICAI CLCGC; ITR date per CBDT Circular 07/2026. Checked 10 November 2026.
What is company annual filing with the ROC?
Company annual filing is the part of annual compliance that goes to the Registrar of Companies: financial statements in AOC-4 and the annual return in MGT-7 or MGT-7A. Both are filed on the MCA V3 portal after the AGM, and both are counted from the AGM date, not from 31 March.
The order matters. Accounts are closed, the auditor signs, the board approves the accounts and the board's report, shareholders adopt them at the AGM, and only then do the forms go in. A delay anywhere upstream pushes the forms late. Event-based forms, such as a change of director or registered office, are filed separately whenever the change happens.
Need help with annual compliance for private limited companies? Talk to a chartered accountant in Delhi today. First call is free.
AOC-4 filing: what it contains and when it is due
AOC-4 filing puts the company's audited balance sheet, profit and loss account, cash flow (where required), auditor's report and board's report on the public record. It is due within 30 days of the AGM. Larger companies covered by the XBRL rules file AOC-4 XBRL instead, and groups file AOC-4 CFS for consolidated accounts.
If shareholders do not adopt the accounts at the AGM, the unadopted statements still go to the ROC within 30 days, recorded as provisional, and the adopted version follows within 30 days of the adjourned meeting. That rule is in the first proviso to section 137(1).
Penalty for AOC-4 default
Section 137(3) makes the company liable to ₹10,000 plus ₹100 a day, up to ₹2 lakh. The managing director and CFO, or failing them the director in charge, or all directors, face ₹10,000 plus ₹100 a day, up to ₹50,000. This is on top of the MCA additional fee of ₹100 per day of delay.
MGT-7 filing: the annual return
MGT-7 filing reports the company's shareholding, directors and key managerial personnel, board and general meetings held, and changes during the year. It is due within 60 days of the AGM. Small companies and one person companies file the shorter MGT-7A.
MGT-7 is where gaps in your secretarial records show up: share transfers never recorded, a director who resigned without a DIR-12, or a meeting count that does not match the minutes book. We reconcile the register of members and the MCA master data before preparing the form, because the return should match both. Late filing carries the same ₹100 per day additional fee as AOC-4.
What fee relief applies to FY 2025-26 annual filing?
Under MCA General Circular 05/2026 dated 24 October 2026, FY 2025-26 AOC-4 forms can be filed without additional fee up to 31 December 2026, and MGT-7 and MGT-7A up to 31 January 2027. The normal filing fee still applies, and AGM due dates were not extended.
| Form | Statutory due date | No additional fee up to | Not covered |
|---|---|---|---|
| AOC-4, AOC-4 XBRL, AOC-4 CFS and NBFC Ind AS variants | 30 days from the AGM | 31 December 2026 | Forms for FY 2024-25 or earlier |
| MGT-7 and MGT-7A | 60 days from the AGM | 31 January 2027 | Forms for FY 2024-25 or earlier |
| ADT-1, DIR-12 and other event forms | As per their own rules | No relief | All |
As reported consistently by CA Sahuja, CareerIndia and Corplawupdates, checked 10 November 2026. We could not open the circular on mca.gov.in; confirm on the MCA portal. Sources say a form filed after the relief date pays additional fee counted from the original due date.
Board meetings, AGM, auditor and director KYC
These four items are not ROC forms in themselves, but every annual return depends on them being done and minuted. Skipping them is how a company ends up with forms it cannot truthfully sign.
Board meetings
A private company holds its first board meeting within 30 days of incorporation and then at least four a year, with no more than 120 days between two meetings. Small companies, OPCs, dormant companies and start-up private companies meet the rule with one meeting in each half of the calendar year, at least 90 days apart.
Statutory audit and ADT-1
Every company's accounts are audited by a practising chartered accountant, whatever the turnover. The appointment is filed on ADT-1; our page on ADT-1 filing covers timing and the order in which the auditor is appointed and reported.
AGM
Most private companies hold the AGM within six months of year end, by 30 September. OPCs do not hold one.
DIR-3 KYC
From 31 March 2026, directors complete KYC once every three financial years by 30 June, and update contact changes as they happen. Details are on our DIR-3 KYC page.
What happens if annual compliance is skipped?
Skipped annual compliance costs money first and directorships later. Additional fees run daily, the ROC can adjudicate penalties under sections 92 and 137, and if financial statements or annual returns stay unfiled for three continuous financial years, every director of the company is disqualified for five years.
- Director disqualification, section 164(2): a director of a company that has not filed financial statements or annual returns for any continuous period of three financial years cannot be reappointed there or appointed in any other company for five years.
- Strike-off, section 248: the ROC can remove a company that has not carried on business for the two preceding financial years, among other grounds.
- Banking and tenders: lenders and government buyers check the company's MCA filing history, and overdue returns slow every approval.
Where the company has stopped trading, compare a catch-up with closing the company.
Annual compliance for private limited company: one-time items in year one
A first-year company has extra items on top of the yearly cycle. The declaration for commencement of business must be filed within 180 days of incorporation; our page on INC 20A filing covers it. The board also appoints the first auditor, and the first AGM and annual returns follow after the first financial year closes.
Through the year, companies buying from micro and small suppliers should watch the 45-day payment line, because unpaid dues beyond it trigger a half-yearly MSME Form 1. Tax filings run alongside: GST returns where registered, TDS returns every quarter, and the company's income tax return once accounts are audited.
How CA in Delhi runs annual compliance for your company
We run annual compliance as a yearly engagement with one calendar: we fix the audit window, AGM date and filing dates in April, then work through them. You get a fixed quote before work starts, based on your company's size, its records and any years pending.
- What you send: books or trial balance, bank statements, the register of members, details of any director, share or office changes, loans received and supplier dues.
- What we do: draft notices and minutes, coordinate the practising CA auditor, prepare AOC-4, MGT-7 or MGT-7A, ADT-1, DPT-3 and MSME Form 1 where they apply, and track KYC and ITR dates.
- What you get back: filed forms with SRNs and challans, signed minutes, and a dated calendar for next year.
ROC compliance is listed in the services of Moneymji, and governance work for multi-entity groups sits with Greenwolf Advisors. Compare them on our page of chartered accountant firms in Delhi. If you only need the audit, start with an auditor near you. Our office is at Netaji Subhash Place, beside the metro station.
Frequently asked questions
Is annual compliance mandatory for a private limited company with no turnover?
Yes. A private limited company with no sales still needs board meetings, an audit, an AGM, AOC-4, MGT-7 or MGT-7A, and an income tax return. Zero turnover makes the work lighter, not optional. If the company will not trade again, closing it formally usually costs less than years of filings.
What is the due date for AOC-4 filing for FY 2025-26?
AOC-4 is due within 30 days of the AGM. With an AGM on 30 September 2026, that is 30 October 2026. MCA General Circular 05/2026 lets FY 2025-26 AOC-4 forms be filed without additional fee up to 31 December 2026, as reported by several professional sources.
What is the due date for MGT-7 filing for FY 2025-26?
MGT-7 or MGT-7A is due within 60 days of the AGM, so 29 November 2026 for an AGM held on 30 September. Under General Circular 05/2026, FY 2025-26 annual returns can be filed without additional fee up to 31 January 2027.
What is the difference between MGT-7 and MGT-7A?
Both are annual returns. MGT-7A is the shorter version for small companies and one person companies, with fewer disclosures. Other private companies file MGT-7. We check whether your company meets the small company definition for the year before choosing the form.
Is a statutory audit required for every private limited company?
Yes. Every company's financial statements must be audited by a practising chartered accountant, regardless of turnover or profit. This differs from an LLP or a proprietorship, where audit depends on thresholds. The audit must finish before the board approves accounts for the AGM.
How many board meetings does a private limited company need in a year?
At least four, with no more than 120 days between two meetings. Small companies, OPCs, dormant companies and start-up private companies need only one meeting in each half of the calendar year, at least 90 days apart, provided they are not in default of AOC-4 or MGT-7 filings.
What is the penalty for not filing AOC-4 and MGT-7?
The MCA charges an additional fee of ₹100 per day for each late form. Separately, section 137(3) sets a penalty of ₹10,000 plus ₹100 a day for the company, up to ₹2 lakh, and up to ₹50,000 for responsible officers. Three continuous years of non-filing disqualifies the directors for five years.
Can I handle annual compliance myself?
You can file forms yourself on the MCA portal with a DSC, but the audit must be done by a practising CA, and minutes, registers and form data need to match. Most small companies use a professional for the audit and the ROC side and keep bookkeeping in-house or with an accountant.
Is DIR-3 KYC still due every year?
No. From 31 March 2026, directors file DIR-3 KYC once every three financial years, due 30 June, and update contact details whenever they change. Calendars still showing a yearly September deadline are out of date.
Do I need to visit ROC Delhi for annual filing?
No. Every annual form is filed online on the MCA V3 portal and signed with DSCs. You can share documents by email or WhatsApp, or bring them to our office at Netaji Subhash Place.