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{“@context”:”https://schema.org”,”@type”:”FAQPage”,”mainEntity”:[{“@type”:”Question”,”name”:”What is the due date for AGM for a Private Limited Company?”,”acceptedAnswer”:{“@type”:”Answer”,”text”:”A Private Limited Company must hold its Annual General Meeting within 6 months of the end of the financial year, i.e., by 30 September 2026 for FY 2025-26. For a company in its first financial year, the AGM must be held within 9 months from the date of closing of the first financial year — not 6 months.”}},{“@type”:”Question”,”name”:”What ROC forms does a Private Limited Company file every year?”,”acceptedAnswer”:{“@type”:”Answer”,”text”:”The mandatory annual ROC forms are: AOC-4 (audited financial statements, within 30 days of AGM), MGT-7 or MGT-7A (Annual Return, within 60 days of AGM), and ADT-1 (auditor appointment ratification, within 15 days of AGM). Additionally: DPT-3 by 30 June, MSME-1 half-yearly (if applicable), and DIR-3 KYC by 30 September for all directors.”}},{“@type”:”Question”,”name”:”Is secretarial audit mandatory for a Private Limited Company?”,”acceptedAnswer”:{“@type”:”Answer”,”text”:”No. Secretarial Audit under Section 204 (Form MR-3) is NOT mandatory for Private Limited Companies. It is mandatory only for: (a) every Public Limited Company, (b) Private Limited Companies with paid-up capital Rs. 50 crore or more, and (c) Private Limited Companies with annual turnover Rs. 250 crore or more.”}},{“@type”:”Question”,”name”:”Can a Private Limited Company file MGT-7A instead of MGT-7?”,”acceptedAnswer”:{“@type”:”Answer”,”text”:”Yes, but only if the company qualifies as a Small Company. A Small Company is one whose paid-up share capital does not exceed Rs. 4 crore AND turnover does not exceed Rs. 40 crore. If both conditions are met, the company can file the simplified MGT-7A (Annual Return) instead of the full MGT-7. OPCs are also eligible for MGT-7A.”}},{“@type”:”Question”,”name”:”What is the late fee for not filing AOC-4 and MGT-7 on time?”,”acceptedAnswer”:{“@type”:”Answer”,”text”:”The late fee for AOC-4 and MGT-7 is Rs. 100 per day per form from the day after the due date, with no upper cap. This means that filing both forms even one month late costs Rs. 3,000 (Rs. 100 x 30 days x 1 form) per form. Persistent non-filing can lead to director disqualification under Section 164(2) and company strike-off.”}}]}
Private Limited Company Annual Compliance: ROC Filing, Checklist and Due Dates for FY 2025-26
A Private Limited Company in India has a defined set of annual compliance obligations that cannot be skipped regardless of turnover, activity level, or age. Even a company with zero revenue must file its financial statements and annual return with the ROC every year. Missing these filings triggers a late fee of Rs. 100 per day per form, and three consecutive years of non-filing results in automatic director disqualification under Section 164(2) of the Companies Act 2013.
This guide covers the complete annual compliance checklist for a Private Limited Company for FY 2025-26, with exact due dates, forms, late fees, and the specific exemptions available to small companies.
Key Takeaways
- AGM must be held by 30 September 2026; AOC-4 within 30 days, MGT-7 within 60 days of AGM
- Late fee for AOC-4 and MGT-7: Rs. 100 per day with no upper cap
- Small Companies (paid-up capital up to Rs. 4Cr AND turnover up to Rs. 40Cr) can file MGT-7A instead of MGT-7
- Secretarial Audit is NOT mandatory for Private Limited Companies unless paid-up capital Rs. 50Cr+ or turnover Rs. 250Cr+
- Every director must complete DIR-3 KYC by 30 September 2026 or face DIN deactivation
- Minimum 4 Board meetings per calendar year with gap not exceeding 120 days
Contents
AGM requirement and first financial year rule
Every Private Limited Company must hold an Annual General Meeting (AGM) at least once each calendar year and within 6 months of the close of the financial year. For FY 2025-26 (April 2025 to March 2026), the AGM must be held by 30 September 2026.
There is an important exception for newly incorporated companies: the first AGM must be held within 9 months of the close of the first financial year, not 6 months. This means a company incorporated in, say, November 2025 with a March 2026 year-end has until December 2026 for its first AGM.
Annual ROC filings: AOC-4, MGT-7 and ADT-1
| Form | Purpose | Due Date (FY 2025-26) | Late Fee |
|---|---|---|---|
| AOC-4 | Audited financial statements | Within 30 days of AGM (by 30 October if AGM on 30 Sep) | Rs. 100/day (no cap) |
| MGT-7 / MGT-7A | Annual Return (MGT-7A for Small Companies and OPCs) | Within 60 days of AGM (by 29 November) | Rs. 100/day (no cap) |
| ADT-1 | Auditor appointment/reappointment ratification | Within 15 days of AGM | Rs. 100/day (no cap) |
| AOC-4 CFS | Consolidated financial statements (if company has subsidiaries) | Within 30 days of AGM | Rs. 100/day |
Small Company MGT-7A eligibility: A company qualifies as Small if its paid-up capital is Rs. 4 crore or less AND its turnover is Rs. 40 crore or less. Both conditions must be met. Small Companies use the simplified MGT-7A. If either threshold is crossed, the full MGT-7 applies.
Ongoing compliance: DPT-3, MSME-1 and DIR-3 KYC
| Form / Task | Applicability | Due Date |
|---|---|---|
| DPT-3 | Companies with outstanding loans/deposits not classified as deposits | 30 June 2026 |
| MSME-1 (H2: Oct-Mar) | Companies with MSME suppliers with payment overdue beyond 45 days | 30 April 2026 |
| MSME-1 (H1: Apr-Sep) | Same as above | 31 October 2026 |
| DIR-3 KYC | Every director/individual holding a DIN | 30 September 2026 |
| INC-20A | Companies incorporated on or after 2 November 2018 (once only) | Within 180 days of incorporation |
Board-level compliance: meetings, resolutions and records
- Minimum 4 Board meetings per calendar year (Section 173); gap between any two consecutive meetings must not exceed 120 days. Small Companies need only 2 Board meetings per year.
- First Board meeting: Must be held within 30 days of incorporation.
- Board resolutions: Certain decisions under Section 179(3) (borrowing, investment, loans) require a Board resolution. Public Limited Companies must file these via MGT-14; Private Limited Companies are exempt from MGT-14 for Section 179(3) resolutions.
- Statutory registers: Register of Members (MGT-1), Register of Directors (MBP-1), Register of Charges (CHG-7), Minutes Books. Must be maintained and kept at the registered office.
- Annual Report: Directors must prepare a Board’s Report that is placed before shareholders at the AGM. Contents are specified under Section 134.
Income tax compliance: ITR-6 and tax audit
A Private Limited Company files ITR-6 every year. Tax is levied at 30% of net income (plus surcharge and 4% Health and Education Cess). Companies with annual turnover up to Rs. 400 crore in FY 2021-22 pay at 25% under Section 115BAA if opted. The due date for ITR-6 is 31 October 2026 (when tax audit is required under Section 44AB, i.e., turnover exceeds Rs. 1 crore for normal businesses or Rs. 10 crore for digital-only businesses).
A tax audit is mandatory if turnover exceeds these thresholds. The auditor must submit Form 3CA/3CB and 3CD. Companies claiming deductions under Chapter VI-A must ensure Form 29B is filed where required.
Complete annual compliance checklist with due dates
| Filing / Task | Due Date (FY 2025-26) |
|---|---|
| MSME-1 (H2: Oct-Mar 2026) | 30 April 2026 |
| DPT-3 (outstanding loans) | 30 June 2026 |
| Annual General Meeting | By 30 September 2026 |
| DIR-3 KYC (all directors) | 30 September 2026 |
| ADT-1 (auditor appointment) | Within 15 days of AGM |
| AOC-4 (financial statements) | Within 30 days of AGM (by 30 October) |
| MGT-7 or MGT-7A (Annual Return) | Within 60 days of AGM (by 29 November) |
| ITR-6 (income tax return) | 31 October 2026 |
| MSME-1 (H1: Apr-Sep 2026) | 31 October 2026 |
| GSTR-9 (GST Annual Return, if applicable) | 31 December 2026 |
Private Limited Company Annual Compliance Support
Tradeviser handles the complete annual compliance calendar for Private Limited Companies: AOC-4, MGT-7, ITR-6, DIR-3 KYC, DPT-3 and MSME-1 filings, so you never miss a deadline.
Frequently Asked Questions
CA Madhusmita Padal is a Practicing Chartered Accountant with firms based in Odisha and Chennai. She specializes in taxation, company law, and auditing. She is passionate about simplifying complex concepts and making knowledge accessible to all.