Compliance for Private Limited Company in India: Complete Guide for FY 2024-25

Running a Private Limited Company in India comes with various legal, financial, and regulatory obligations. These compliance requirements ensure that the company remains legitimate, transparent, and in good standing with the Ministry of Corporate Affairs (MCA), Income Tax Department, and other statutory authorities.

Whether you are a startup founder, CFO, or business owner, understanding the compliance requirements for a Private Limited Company is crucial to avoid penalties and legal complications. This guide explains all the essential annual, event-based, and tax compliances for FY 2024-25.

What is a Private Limited Company?

A Private Limited Company (Pvt. Ltd.) is a corporate structure governed by the Companies Act, 2013. It offers limited liability to shareholders, perpetual succession, and a separate legal identity. It is the most preferred form of business for startups and small-to-medium enterprises due to its credibility and ease of fundraising.

However, with these advantages comes the responsibility to maintain strict compliance as mandated by the MCA, ROC, and Income Tax Department.

Types of Compliances for a Private Limited Company

Compliance for a Private Limited Company can be broadly classified into:

  1. Annual Compliance – Recurring filings every financial year.

  2. Event-based Compliance – Triggered by specific business activities or corporate events.

  3. Taxation & Financial Compliance – Relating to audit, GST, TDS, and income tax.

Let’s break each down in detail.

1. Annual ROC Compliance

All Private Limited Companies registered under the Companies Act must file annual returns and financial statements with the Registrar of Companies (ROC) each year. These are known as ROC Annual Filings.

Mandatory ROC filings include:

Form Description Due Date (FY 2024-25)
Form AOC-4 / AOC-4 XBRL Filing of financial statements 30 October 2025 (within 30 days of AGM)
Form MGT-7A Annual return of the company 29 November 2025 (within 60 days of AGM)
Form ADT-1 Appointment or re-appointment of auditor 14 October 2025 (within 15 days of AGM)

Note: The MCA may extend the due dates; companies should monitor MCA notifications regularly.

2. Board Meetings & AGM

  • First Board Meeting: Within 30 days of incorporation.

  • Subsequent Board Meetings: Minimum 4 meetings per year, with not more than 120 days gap between two meetings.

  • Annual General Meeting (AGM):

    • Must be held within 6 months from the end of the financial year (i.e., on or before 30 September 2025).

    • First AGM should be held within 9 months of incorporation.

Minutes of all meetings must be recorded and maintained in compliance with Secretarial Standard-1 (SS-1) and Secretarial Standard-2 (SS-2) issued by ICSI.

3. Appointment & Resignation Compliances

Event Form Timeline
Appointment of Director DIR-12 Within 30 days of appointment
Resignation of Director DIR-12 Within 30 days of resignation
Appointment of Auditor ADT-1 Within 15 days of AGM
Change in Registered Office INC-22 Within 30 days of change

4. Maintenance of Statutory Registers

A Private Limited Company must maintain updated statutory registers at its registered office, such as:

  • Register of Members (Form MGT-1)

  • Register of Directors & Key Managerial Personnel

  • Register of Charges (Form CHG-7)

  • Register of Share Transfers & Allotments

These records are mandatory and may be inspected by regulatory authorities at any time.

5. Financial Statements and Statutory Audit

Every Private Limited Company, irrespective of turnover or capital, must prepare audited financial statements at the end of each financial year.

The Statutory Audit must be conducted by a Chartered Accountant (CA) who issues the Audit Report under Section 143 of the Companies Act.

Key financial documents include:

  • Balance Sheet

  • Profit & Loss Account

  • Cash Flow Statement

  • Notes to Accounts

  • Auditor’s Report

6. Income Tax Compliance

Private Limited Companies are treated as separate legal entities for taxation purposes.

(a) Income Tax Return (ITR)

  • Companies must file Form ITR-6 every year, irrespective of profit or loss.

  • Due Date: 31 October 2025 (if audit applicable).

  • Companies not liable for audit must file by 31 July 2025.

(b) Tax Audit under Section 44AB

Applicable if:

  • Turnover exceeds ₹10 crore (in case of digital transactions > 95%).

  • Business turnover > ₹1 crore (if not meeting digital criteria).

(c) TDS & TCS Compliance

Companies deducting TDS must:

  • Deposit TDS by the 7th of each month.

  • File quarterly TDS returns (Form 26Q/24Q).

(d) Advance Tax Payments

If total tax liability exceeds ₹10,000 in a year, companies must pay advance tax in four installments – June, September, December, and March.

7. GST Compliance (if applicable)

Private Limited Companies registered under GST must:

  • File GSTR-1 (sales return) monthly or quarterly.

  • File GSTR-3B (summary return) monthly.

  • Reconcile data through GSTR-9 (annual return) and GSTR-9C (audit reconciliation, if turnover > ₹5 crore).

GST registration details and filing frequency depend on annual turnover and business type.

8. Event-Based Compliances

Certain actions trigger immediate reporting to the ROC through MCA forms:

Event Form Description
Change in Shareholding MGT-10 Changes in shareholding pattern
Allotment of Shares PAS-3 Return of allotment
Issue of Debentures or Preference Shares SH-7 Changes in share capital
Change of Registered Office INC-22 Within 30 days
Appointment of KMP DIR-12 / MR-1 Within 30 days
Creation/Modification of Charge CHG-1 / CHG-9 Within 30 days

Failure to file event-based compliances within the prescribed time attracts additional fees and penalties.

9. Director KYC Compliance

Every Director with an active DIN must file DIR-3 KYC or DIR-3 KYC Web annually to keep the DIN active.

  • Due Date for FY 2024-25: 30 September 2025 (extended to 31 October 2025 as per MCA notification).

  • Late filing penalty: ₹5,000.

10. Labour & Payroll Compliances

If the company employs staff, it must also comply with labour laws, including:

  • EPF registration and returns (for > 20 employees)

  • ESI registration and returns (for > 10 employees)

  • Professional Tax (if applicable in the state)

  • Payment of Bonus Act and Gratuity Act compliance

11. Other Important Annual Compliances

  • Form DPT-3: Return of Deposits — by 30 June every year.

  • Form MSME-1: Half-yearly return for outstanding dues to MSME vendors.

  • Form MBP-1: Disclosure of interest by directors at the first Board meeting of the year.

  • Form DIR-8: Declaration of non-disqualification by directors.

12. Penalties for Non-Compliance

Non-compliance with ROC or Income Tax requirements can lead to heavy penalties, disqualification of directors, and loss of corporate status.

Type of Default Penalty/Consequence
Delay in AOC-4/MGT-7A filing ₹100 per day per form (till filing)
Non-maintenance of Registers ₹25,000 to ₹5 lakh
Non-holding AGM ₹1 lakh + ₹5,000/day for continuing default
Non-filing of ITR Penalty u/s 234F up to ₹10,000 + interest
Non-filing of DIR-3 KYC DIN deactivation + ₹5,000 fee for reactivation

13. Best Practices for Staying Compliant

  • Maintain digital records of all forms and approvals.

  • Use compliance software or outsourced ICFO service providers like Tradeviser to track deadlines.

  • Conduct an internal audit every six months to check legal compliance.

  • Ensure timely reconciliation of GST and TDS returns.

  • Maintain updated Books of Accounts in Tally or cloud-based accounting software.

14. Voluntary Compliances to Build Credibility

Beyond mandatory requirements, companies can also adopt voluntary governance measures such as:

  • Secretarial Audit (Section 204) even if not mandatory.

  • Internal Audit (Section 138) for better financial control.

  • Regular Board evaluation and policy reviews.

  • CSR policy disclosure (if applicable in future).

These steps help build investor confidence and enhance valuation during fundraising or M&A.

Conclusion

Compliance for a Private Limited Company in India is not just a statutory requirement but a measure of corporate integrity and credibility. Non-compliance can lead to severe penalties, legal issues, and loss of business opportunities.

By following this checklist of annual and event-based compliances for FY 2024-25, companies can stay legally sound, financially transparent, and ready for growth.