TL;DR: Pvt Ltd Annual Compliance at a Glance
📌 TL;DR - Pvt Ltd Annual Compliance Services at a Glance
Every private limited company in India must file the annual compliance cycle - regardless of turnover, activity, or profitability. The cycle: statutory audit (Section 143) → AGM by 30 September (Section 96) → ADT-1 within 15 days of AGM (Section 139 + Rule 4) → AOC-4 within 30 days of AGM (Section 137 + Rule 12) → MGT-7 / MGT-7A within 60 days of AGM (Section 92 + Rule 11) → DIR-3 KYC by 30 September (Rule 12A, triennial per G.S.R. 943(E)) → DPT-3 by 30 June (Rule 16) → MSME-1 half-yearly (S.O. 5622(E)) → ITR-6 by 31 October. Patron bundles all 6 ROC forms + audit + ITR-6 at Rs 35,000-50,000 fixed fee per year - no per-form billing.
Penalty for late filing of AOC-4 and MGT-7 / MGT-7A is Rs 100 per day per form with no cap on the daily fee under Section 403. Post-Companies (Amendment) Act 2020 substituted Section 137(3) and Section 92(5) caps the company penalty at Rs 2,00,000 and officer-in-default penalty at Rs 50,000 (substituted via S.O. 4646(E) dated 21 December 2020). Section 446B reduces this to half for small companies, OPCs, start-ups, and Producer Companies - capped at Rs 2,00,000 company / Rs 1,00,000 officer. Three consecutive years of non-filing triggers Section 164(2) director disqualification for 5 years across ALL company directorships.
Below is the quick-reference summary covering governing provisions (Sections 92, 92(5) post-2020, 96, 128, 137, 137(3) post-2020, 139, 143, 164(2), 173, 446B + Rule 11 + Rule 12 + Rule 12A + Rule 16), all 6 mandatory forms with deadlines and references, Patron's three-tier fixed-fee bundle, the AOC-4-before-MGT-7 SRN sequencing rule, and CCFS-2026 amnesty window (15 April-15 July 2026, General Circular 01/2026).
| Parameter | Detail |
|---|---|
| Governing Act | Companies Act, 2013 (Sections 92, 92(5) post-2020 substituted, 96, 128, 137, 137(3) post-2020 substituted, 139, 143, 164(2), 173, 446B) + Companies (Accounts) Rules 2014 (Rule 12) + Companies (Management and Administration) Rules 2014 (Rule 11) + Companies (Audit and Auditors) Rules 2014 (Rule 4) + Companies (Appointment and Qualification of Directors) Rules 2014 (Rule 12A) + Companies (Acceptance of Deposits) Rules 2014 (Rule 16). Income Tax Act, 1961 (Sections 139(1), 44AB). |
| Applicable To | Every private limited company in India, irrespective of turnover, profit, or business activity (including dormant companies and pre-revenue startups). Variant: Section 2(85) small companies + OPCs file MGT-7A; regular companies file MGT-7. |
| Annual Forms | 6 ROC forms + statutory audit + ITR-6: AOC-4 (Section 137) | MGT-7 or MGT-7A (Section 92) | ADT-1 (Section 139) | DIR-3 KYC (Rule 12A) | DPT-3 (Rule 16, conditional) | MSME Form I (S.O. 5622(E), conditional) | Statutory audit (Section 143) | ITR-6 (Income Tax Act). |
| Timeline | Statutory audit Aug-Sep | AGM by 30 Sep (Section 96) | ADT-1 within 15 days of AGM | AOC-4 within 30 days of AGM (end Oct) | MGT-7 within 60 days of AGM (end Nov) | DIR-3 KYC by 30 Sep | DPT-3 by 30 Jun | ITR-6 by 31 Oct (audit case). |
| Cost (Patron Fixed Fee) | Essential Rs 35,000 (turnover up to Rs 1 cr) | Standard Rs 45,000 (Rs 1-10 cr) | Comprehensive Rs 50,000 (Rs 10-100 cr). CS-led, partner-CA reviewed. No per-form billing. |
| Penalty (Post-2020) | Section 137(3) + Section 92(5) post-Companies (Amendment) Act 2020 substituted (via S.O. 4646(E) dated 21 December 2020): Rs 10,000 + Rs 100/day continuing, capped at Rs 2,00,000 company / Rs 50,000 officer in default. Section 446B Small Co / OPC / Start-up / Producer Co relief: half-penalty capped at Rs 2,00,000 company / Rs 1,00,000 officer. DIR-3 KYC miss: Rs 5,000 per director + DIN deactivation. |
| Filing Sequence (MCA V3 Portal Enforces) | AOC-4 filed FIRST → captures SRN → MGT-7 / MGT-7A references AOC-4 SRN. Reverse sequencing triggers MCA rejection. |
| CCFS-2026 Amnesty | AVAILABLE for Pvt Ltd backlog. 90% additional-fee waiver. Window 15 April to 15 July 2026. General Circular 01/2026 dated 24 February 2026. (LLP Form 11 NOT covered.) |
What Is Private Limited Annual Compliance?
Private limited annual compliance is the recurring yearly cycle of statutory filings, meetings, and audit work that every private limited company in India must complete under the Companies Act, 2013 and the Income Tax Act, 1961. The cycle is anchored on the financial year (1 April to 31 March) and culminates in MCA filings to the Registrar of Companies and the income tax return to the Income Tax Department.
Annual compliance applies regardless of turnover, profitability, business activity, or whether the company traded during the year. Dormant companies still file. Pre-revenue startups still file. The only variation is in the FORMS used: small companies under Section 2(85) file the abridged MGT-7A; regular private companies file the full MGT-7. Event-based filings (DIR-12 for director changes, MGT-14 for resolutions, INC-22 for office changes) are handled separately on the broader Pvt Ltd Compliance hub.
⚠ AOC-4 must be filed BEFORE MGT-7 / MGT-7A. The MCA V3 portal enforces strict sequencing because the annual return (MGT-7) references the AOC-4 SRN. Reverse sequencing triggers portal rejection. Both filings have different deadlines (AOC-4: 30 days from AGM; MGT-7: 60 days from AGM) - the 30-day gap is built into the protocol.
Key Terms for Pvt Ltd Annual Compliance:
AOC-4 - Financial Statements Filing: Filed under Section 137 of Companies Act, 2013 read with Rule 12 of Companies (Accounts) Rules, 2014. Carries audited balance sheet, P&L, auditor report, board report. Due within 30 days of AGM.
MGT-7 / MGT-7A - Annual Return: Filed under Section 92 read with Rule 11 of Companies (Management and Administration) Rules, 2014. Captures shareholding pattern, directors, charges, governance details. Small companies and OPCs file abridged MGT-7A; all others file full MGT-7. Due within 60 days of AGM.
ADT-1 - Auditor Appointment: Filed under Section 139 read with Rule 4 of Companies (Audit and Auditors) Rules, 2014. Filed within 15 days of AGM (subsequent appointment); first auditor within 30 days of incorporation by Board.
DIR-3 KYC - Director KYC: Annual KYC for every director with active DIN, under Rule 12A of Companies (Appointment and Qualification of Directors) Rules, 2014. Due by 30 September each year. Per G.S.R. 943(E) dated 31 December 2025, DIR-3 KYC Web is now triennial (effective 31 March 2026) - next due 30 June 2028. Missing the deadline: Rs 5,000 + DIN deactivation blocking ALL other MCA filings.
DPT-3 - Deposits Return: Filed under Rule 16 of Companies (Acceptance of Deposits) Rules, 2014. Due by 30 June each year where the company has outstanding loans, deposits, or money received that is not classified as deposit (includes director loans, inter-corporate loans).
MSME Form I - MSME Dues: Half-yearly return on outstanding dues to MSME suppliers, notified via S.O. 5622(E) dated 2 November 2018. Filed by 30 April (Oct-Mar period) and 31 October (Apr-Sep period). Required where dues to MSME-registered suppliers are outstanding beyond 45 days.
Section 137(3) Post-Companies (Amendment) Act 2020 AOC-4 Penalty: Substituted by Section 20 of Companies (Amendment) Act 2020 via S.O. 4646(E) dated 21 December 2020. Company Rs 10,000 + Rs 100/day continuing, capped at Rs 2,00,000 for company. Officer in default Rs 10,000 + Rs 100/day, capped at Rs 50,000 for officer. Replaces pre-2020 Rs 50k-Rs 5 lakh fine framework.
Section 92(5) Post-2020 MGT-7 Penalty: Parallel substituted structure to Section 137(3). Company cap Rs 2,00,000 / Officer cap Rs 50,000 at Rs 100/day. Decriminalized framework.
Section 446B Small Company / OPC / Start-up / Producer Co Relief: Half-penalty for non-compliance by OPC, small company under Section 2(85), DPIIT-recognised start-up, or Producer Company. Maximum cap: Rs 2,00,000 for company / Rs 1,00,000 for officer in default. Applies to penalty calculations only - does NOT waive audit (Section 139) or filing obligations.
Section 164(2) Director Disqualification: 3 consecutive years of MGT-7 (or AOC-4) non-filing triggers 5-year disqualification of every director + DIN deactivation. Cross-portfolio impact - disqualified directors lose Board seats across ALL company directorships.
Section 248 Strike-Off Risk: ROC may initiate strike-off where annual filings pending for 2 or more financial years.
G.S.R. 880(E) dated 1 December 2025: Latest Small Company threshold revision under Section 2(85). Paid-up share capital up to Rs 10 crore AND turnover up to Rs 100 crore. Governs MGT-7 vs MGT-7A variant selection and Section 446B applicability.
CCFS-2026: Companies Compliance Facilitation Scheme 2026. General Circular 01/2026 dated 24 February 2026. 90% additional fee waiver on Pvt Ltd / Public Ltd / OPC / Section 8 backlog. Window 15 April to 15 July 2026. Optimal window to clean up multi-year backlog before Section 164(2) disqualification or Section 248 strike-off triggers. (LLP Form 11 NOT covered.)
Section 44AB Tax Audit: Under Income Tax Act, 1961. Triggered if turnover exceeds Rs 1 crore for business (Rs 10 crore where cash transactions are below 5% of total turnover) or Rs 50 lakh for professionals. Separate from Section 143 Companies Act statutory audit.
Who Must File Pvt Ltd Annual Compliance?
Every private limited company registered in India must complete annual compliance, regardless of:
- Turnover - a Rs 0 turnover company files the same forms as a Rs 50 crore turnover company
- Profit or loss - loss-making companies file the same forms
- Business activity - dormant companies must still file nil returns
- Number of directors or shareholders
- Date of incorporation - first-year companies must file by the next AGM cycle
Variant Selection: Small Co vs Regular Pvt Ltd vs OPC
Form choice varies by company classification under Section 2(85) Small Company test (post G.S.R. 880(E) dated 1 December 2025):
| Classification | MGT Variant | Board Meetings/Year | CARO 2020 | Section 446B Relief |
|---|---|---|---|---|
| Small company (Section 2(85): paid-up up to Rs 10 cr AND turnover up to Rs 100 cr) | MGT-7A (abridged) | 2 (Section 173(5)) | Not applicable | YES - half-penalty cap Rs 2L co / Rs 1L officer |
| Regular private company | MGT-7 (full) | 4 | Applies | Not applicable |
| One Person Company (OPC) | MGT-7A (abridged) | 2 (single member resolution under Section 122(3) replaces AGM) | Not applicable | YES - half-penalty cap Rs 2L co / Rs 1L officer |
| DPIIT-recognised start-up (Companies Act 2013) | Per size classification | Per size classification | Per size classification | YES - half-penalty cap Rs 2L co / Rs 1L officer |
| Producer Company | Per size classification | Per size classification | Per size classification | YES - half-penalty cap Rs 2L co / Rs 1L officer |
Section 2(85) Exclusions (Cannot Claim Small Company Status)
The following CANNOT be classified as small companies regardless of size:
- Public companies
- Holding companies (even if size-wise small)
- Subsidiary companies (even if size-wise small)
- Section 8 (non-profit) companies
- Companies governed by any special Act
⚠ Statutory deadlines: AGM must be held within 6 months of FY end (by 30 September 2026 for FY 2025-26) under Section 96. First AGM after incorporation: 9 months from FY end. AOC-4 within 30 days of AGM (end October) under Section 137. MGT-7 / MGT-7A within 60 days of AGM (end November) under Section 92. DIR-3 KYC for every director by 30 September annually.
What Patron Delivers in the Annual Package
| Service | What We Do |
|---|---|
| 1. Statutory Audit and Financial Statements | Partner-CA-led audit under Section 143 of the Companies Act, 2013. Audited balance sheet, P&L, notes to accounts, board report, and auditor report finalised for AGM adoption. CARO 2020 reporting where applicable (excluded for small companies and OPCs). |
| 2. ROC Annual Filings (AOC-4 and MGT-7 / MGT-7A) | AOC-4 with all attachments filed within 30 days of AGM under Section 137 + Rule 12. MGT-7 (regular) or MGT-7A (small company / OPC) filed within 60 days of AGM under Section 92 + Rule 11. AOC-4-before-MGT-7 sequencing enforced. Direct MCA V3 portal submission with verified DSC and SRN tracking. |
| 3. Auditor Filings (ADT-1) | First auditor appointment within 30 days of incorporation by Board (Section 139(6)) via ADT-1 within 15 days. Subsequent auditor reappointment intimated in ADT-1 within 15 days of AGM under Section 139 + Rule 4 of Companies (Audit and Auditors) Rules 2014. |
| 4. Director KYC and Other Annual Forms | DIR-3 KYC or DIR-3 KYC Web filed for every director by 30 September (triennial regime per G.S.R. 943(E) dated 31 December 2025 effective 31 March 2026). DPT-3 by 30 June where outstanding loans or deposits exist. MSME Form I half-yearly (30 April + 31 October) if dues to MSME suppliers outstanding beyond 45 days. |
| 5. Statutory Registers and Minute Books | Updates to register of members (Section 88), register of directors and KMP, register of charges (CHG-7), register of related-party contracts (Section 188 / AOC-2). AGM and board meeting minutes drafted and finalised in physical or e-minute book. Board calendar maintained (4 meetings for regular co / 2 for small co per Section 173(5)). |
| 6. Income Tax Return (ITR-6) and Tax Audit | ITR-6 prepared, reviewed by partner CA, and filed by 31 October 2026 for companies subject to audit (Income Tax Act Section 139(1) due date). Tax audit under Section 44AB of the Income Tax Act, 1961 where turnover exceeds Rs 1 crore (Rs 10 crore if cash transactions below 5% of total turnover). Coordinated with statutory audit to share working papers. |
Patron Annual Compliance Process: 7-Step Protocol
Patron runs every annual compliance engagement through a 7-step protocol starting from April onboarding. The protocol front-loads books finalisation and audit work to May-August so that statutory audit closes by mid-August and AGM is held in the first half of September - providing buffer before the 30 September AGM deadline. AOC-4-before-MGT-7 sequencing is built in to avoid MCA V3 portal rejection.
Onboarding and CS Assignment (April)
A dedicated Company Secretary is assigned to your account. Document checklist sent via email and WhatsApp: bank statements, sales and purchase registers, GST returns (GSTR-1 / 3B / 9), TDS returns (24Q / 26Q), prior year financials and AOC-4 / MGT-7 acknowledgements, board minute book, statutory registers, active DIN and DSC for every director. Compliance calendar set up with 30/15/5 day alerts.
Books Finalisation + Audit Pack (May to July)
Trial balance prepared. Tax computation drafted. Audit working papers built. Statutory registers reconciled. Open queries raised through a single point of contact (the assigned CS). Books closed under Section 128. Cross-reference with GST returns, TDS challans, and prior-year audited financials. MCA query rate target: under 5 percent of filings (industry norm 8-15 percent).
Statutory Audit + Financial Statements (August)
Partner-CA conducts the audit under Section 143 of the Companies Act, 2013. Audit report signed with UDIN. Director report drafted with all mandatory disclosures (board composition, audit committee, CSR if applicable, risk management). CARO 2020 reporting prepared for regular companies (excluded for small co / OPC). AOC-1 / AOC-2 finalised for related-party transactions.
Board Meeting + AGM (September - by 30 Sep)
Board approves audited financials. AGM convened within 6 months of FY end under Section 96 (9 months for first AGM). AGM minutes finalised. Auditor reappointed or rotated under Section 139(2). Director continuance ratified. Special resolutions if needed (board strength, share capital changes, etc.) drafted with MGT-14 sequence planned.
ADT-1 Filing (Within 15 Days of AGM)
Auditor appointment / reappointment intimated to ROC via Form ADT-1 within 15 days of AGM under Rule 4 of Companies (Audit and Auditors) Rules, 2014. Auditor consent letter and Section 139(1) eligibility certificate attached. SRN captured. Auditor term: 5 consecutive years for regular Pvt Ltd; small companies + OPCs exempt from auditor rotation under Section 139(2).
AOC-4 Filing (Within 30 Days of AGM - By End October)
Audited financials, board report, auditor report, AOC-1 (CFS where applicable), AOC-2 if related-party transactions exist, filed via MCA V3 portal under Section 137 + Rule 12. Turnaround per form target: 1-2 weeks once data is finalised. SRN captured - this is the SRN that MGT-7 / MGT-7A will reference. AOC-4 MUST be filed before MGT-7.
MGT-7 + DIR-3 KYC + ITR-6 (By End November)
Annual return MGT-7 (regular) or MGT-7A (small co / OPC) filed within 60 days of AGM under Section 92 + Rule 11. AOC-4 SRN referenced. MGT-8 certification arranged by CS-in-practice if listed / paid-up Rs 10 cr+ / turnover Rs 50 cr+ (Section 92(2) + Rule 11(2)). DIR-3 KYC filed for every director by 30 September (Rule 12A). ITR-6 filed by 31 October for audited companies. Full annual cycle closed by 30 November.
Document Checklist for Pvt Ltd Annual Compliance
Document requirements span April onboarding, May-July books finalisation, August audit, and September-November filing windows. Patron prepares a consolidated checklist on Day 1 of engagement.
Accounting and Tax Records
- Bank statements for the financial year, all accounts (PDF or download, with passwords if applicable)
- Sales register, purchase register, expense ledgers, fixed asset register
- GST returns (GSTR-1, GSTR-3B), GSTR-9 if turnover exceeds Rs 2 crore
- TDS returns (24Q, 26Q) and TDS challans for the year
- Prior year audited financials, AOC-4 and MGT-7 / MGT-7A filing acknowledgements (provides comparatives)
Statutory Records
- Board minute book, AGM minute book, statutory registers (Section 88: members, directors, charges, contracts)
- Active DIN and valid DSC for every director (verified on MCA portal)
- PAN, Aadhaar, email, mobile, and OTP for DIR-3 KYC of every director
- Loan and deposit register (for DPT-3 applicability check under Rule 16)
- MSME supplier outstanding dues and ageing report (for MSME Form I applicability)
- Related-party transaction register and AOC-2 inputs if applicable (Section 188)
Audit Pack
- Books of accounts maintained as per Section 128 (cash book, bank book, journal, ledger)
- Voucher records for all expenses
- Audit working papers from prior year (for continuity and 5-year auditor rotation tracking)
- Sectoral approval letters if regulated entity (RBI, SEBI, IRDAI)
Note: Books of accounts must be retained for 8 years under Section 128. Patron archives a digital filing pack for every annual compliance cycle.
Common Pain Points - and How Patron Solves Them
| Challenge | Impact | How Patron Accounting Solves It |
|---|---|---|
| 1. Missed deadlines due to no central tracker | Founders track AOC-4 due date but forget DIR-3 KYC, DPT-3, or MSME Form I. Multiple deadlines (30 June, 30 September, 30 days from AGM, 60 days from AGM, 31 October, half-yearly) easily slip without a single calendar view. | Patron runs an automated compliance calendar tagged to your company specifically. Reminders at 30, 15, and 5 days before each due date go to both founder and CS, with the CS owning closure. |
| 2. MCA portal rejections from filing errors | Common rejection causes: unsigned financials, wrong DSC, AOC-4 filed after MGT-7 instead of before, missing attachments. Industry rejection rate reported at 8 to 15 percent across volume platforms. Each rejection re-runs the penalty clock. | Patron enforces a pre-submission checklist with DSC validity verified, attachment order locked, AOC-4-before-MGT-7 sequencing enforced. Internal rejection rate runs under 1 percent (FY 2024-25). |
| 3. Audit and AGM running into last week of September | Last-week scrambles trigger errors and audit shortcuts. Statutory audit needs 3-4 weeks; AGM needs 21 days notice (Section 101). Compression in September means trade-offs on quality. | Patron starts books finalisation in April and aims to complete the audit by mid-August. AGM held in first half of September. AOC-4 filed in October first week. Buffer time is engineered into the protocol. |
| 4. Surprise add-on bills from generic platforms | Platform quotes often start at Rs 6,999 but climb past Rs 30,000 after add-ons (audit, ITR, DIR-3 KYC, DPT-3 each billed separately). Founders walk in with a budget anchor and walk out with 4x. | Patron quotes one fixed fee covering the full bundle. No per-form billing. Annual fee Rs 35-50k per year - all-inclusive of 6 ROC forms, audit, statutory registers, and ITR-6. |
| 5. Stale pre-2020 penalty figures cited elsewhere | Many online articles cite pre-2020 Section 137(3) and Section 92(5) figures "Rs 50,000 to Rs 5 lakh on company + officers". This is the SUPERSEDED framework. Buyers walk in with wrong risk calibration. | Patron applies the post-Companies (Amendment) Act 2020 substituted framework (S.O. 4646(E) dated 21 December 2020): Company Rs 10k + Rs 100/day capped Rs 2,00,000; Officer Rs 10k + Rs 100/day capped Rs 50,000. Section 446B small co relief: half-penalty capped Rs 2L / Rs 1L. |
Patron Pvt Ltd Annual Compliance Pricing
| Fee Component | Amount |
|---|---|
| Three Fixed-Fee Tiers (One Bundle Covers Full Annual Cycle) | |
| Essential - AOC-4 + MGT-7 or MGT-7A + ADT-1 + DIR-3 KYC (up to 2 directors) + board and AGM minutes + statutory register updates + statutory audit + ITR-6. For companies with turnover up to Rs 1 crore. | Rs 35,000 per year (Exl GST, Govt fees) |
| Standard - Everything in Essential plus DPT-3 + MSME Form I (half-yearly) + tax audit under Section 44AB + GSTR-9 review + AOC-2 for related-party transactions. For turnover Rs 1 to 10 crore. | Rs 45,000 per year (Exl GST, Govt fees) |
| Comprehensive - Everything in Standard plus monthly accounting review + quarterly compliance call with partner CA + event-based filings (DIR-12, MGT-14, INC-22, SH-7 included) + CARO 2020 advisory + MGT-8 CS-in-practice certification (if listed / Rs 10 cr+ / Rs 50 cr+). For turnover Rs 10 to 100 crore. | Rs 50,000 per year (Exl GST, Govt fees) |
| What's Included Across All Tiers | |
| Dedicated Company Secretary per client (your assigned CS owns the file end-to-end) | Included |
| Partner-CA review on every filing (not junior associate signoff) | Included |
| Automated compliance calendar with 30/15/5 day alerts | Included |
| 1-2 week turnaround per form once data finalised | Included |
| Sub-5 percent MCA query rate (FY 2024-25 internal: under 1 percent) | Included |
| Direct MCA V3 portal submission - Patron-owned SRN | Included |
| Patron-caused rejection penalties covered at our cost | Included |
| Four physical offices (Pune, Mumbai, Delhi, Gurugram) + partner accessibility by name | Included |
| Penalty Exposure for Defaults (Post-Companies (Amendment) Act 2020) | |
| Additional fee under Section 403 (effective 1 July 2018) for AOC-4 / MGT-7 late filing | Rs 100/day per form, NO cap on daily fee |
| Section 137(3) Post-2020 AOC-4 Adjudication Penalty (substituted via S.O. 4646(E) dated 21 December 2020) | Company: Rs 10,000 + Rs 100/day capped at Rs 2,00,000 | Officer: Rs 10,000 + Rs 100/day capped at Rs 50,000 |
| Section 92(5) Post-2020 MGT-7 Adjudication Penalty (parallel substituted structure) | Company: Rs 10,000 + Rs 100/day capped at Rs 2,00,000 | Officer: Rs 10,000 + Rs 100/day capped at Rs 50,000 |
| Section 446B Small Co / OPC / Start-up / Producer Co Half-Penalty Relief | Half of standard penalty, capped at Rs 2,00,000 company / Rs 1,00,000 officer |
| DIR-3 KYC miss | Rs 5,000 per director + DIN deactivation |
| Section 164(2) Director Disqualification | 5-year disqualification + DIN deactivation after 3 consecutive years of MGT-7 / AOC-4 non-filing - cross-portfolio impact |
| Section 248 Strike-Off Risk | ROC may initiate strike-off where annual filings pending for 2+ years |
| CCFS-2026 Amnesty (15 April-15 July 2026) | 90% additional-fee waiver on Pvt Ltd backlog | General Circular 01/2026 dated 24 February 2026 |
All fees and charges listed are indicative only and do not constitute a binding offer. Final amounts may vary depending on the volume of work and the complexity involved.
Professional service charges for drafting, filing, and representation are separate from the statutory fees. The exact fee depends on the complexity of the case, disputed amount, and number of hearings required. Contact us for a detailed quote.
Get a free Pvt Ltd Annual Compliance consultation - Call +91 945 945 6700 or WhatsApp us. No-obligation assessment.
Worked Annual Timeline (FY 2025-26)
| Stage | Estimated Timeline |
|---|---|
| April 2026 | Onboarding, CS assignment, document collection kickoff. MSME Form I (half-yearly Oct-Mar period) by 30 April 2026 (S.O. 5622(E)) |
| May - July 2026 | Books finalisation, trial balance, audit working papers (Section 128) |
| June 2026 | DPT-3 - Return of Deposits by 30 June 2026 (Rule 16, Deposit Rules 2014) |
| August 2026 | Statutory audit, financial statement finalisation (Section 143) |
| September 2026 | AGM by 30 Sep 2026 (Section 96) | DIR-3 KYC by 30 Sep 2026 (Rule 12A) | Board meeting, auditor reappointment (Section 139) |
| October 2026 | ADT-1 within 15 days of AGM (Rule 4) | AOC-4 by end Oct 2026 (Section 137 + Rule 12) | ITR-6 by 31 Oct 2026 (audit case, Section 139(1) IT Act) | MSME Form I half-yearly Apr-Sep period by 31 Oct 2026 (S.O. 5622(E)) |
| November 2026 | MGT-7 or MGT-7A by 29 Nov 2026 (60 days from AGM) (Section 92 + Rule 11) |
| December - March | Event-based filings as needed (DIR-12, MGT-14, INC-22, SH-7); Q4 advance tax (15 March); FY closing review |
| 15 April - 15 July 2026 | CCFS-2026 amnesty window - 90% additional-fee waiver on Pvt Ltd backlog | General Circular 01/2026 dated 24 February 2026 |
⚠ Post-Companies (Amendment) Act 2020 penalty framework applies. Section 137(3) and Section 92(5) substituted by Section 20 of Companies (Amendment) Act 2020 (effective 21 December 2020 via S.O. 4646(E)). Previous "Rs 50,000-Rs 5 lakh fine" structure is SUPERSEDED. Current framework: Rs 10,000 initial + Rs 100/day continuing, capped at Rs 2,00,000 for company and Rs 50,000 for each officer in default. Section 446B Small Co / OPC / Start-up / Producer Co half-penalty relief caps at Rs 2,00,000 company / Rs 1,00,000 officer.
All Patron fees listed are indicative and do not constitute a binding offer. Final amounts depend on tier (Essential Rs 35k / Standard Rs 45k / Comprehensive Rs 50k), MGT-8 applicability (listed / Rs 10 cr+ / Rs 50 cr+), CARO 2020 applicability (excluded for small co / OPC), event-based filings during the year, and MGT-7 vs MGT-7A variant. Government fees, MGT-8 CS-in-practice fee, and DSC charges billed separately at actuals via MCA portal.
Why Hire a CA Firm for Annual Compliance
Director Liability Protection
Filing errors, missed deadlines, and incorrect classifications expose directors to personal penalties under post-Companies (Amendment) Act 2020 Section 92(5) and Section 137(3) (Rs 50,000 officer cap), Section 164(2) disqualification (5-year cross-portfolio), and Section 449 false statement liability. A partner-CA review materially reduces this exposure. Patron internal Section 164(2) trigger rate: zero across 800+ Pvt Ltd engagements.
Time Savings for the Founder
The typical annual compliance cycle absorbs 30 to 50 hours of founder time when done in-house - books reconciliation, audit coordination, AGM convening, form drafting, MCA portal navigation, query responses. Outsourcing returns this time to the business. Patron's protocol limits founder time to 6-8 hours total across the year.
Investor and Banker Readiness
Clean MCA filings, signed minutes, and reconciled statutory registers are the first artefacts in any due diligence pack. Reactive cleanups during a fundraise or loan diligence cost 5 to 10 times more than steady-state compliance. Clean Patron compliance trail supports Series A / B / C diligence, banker term-loan sanction, and ESOP issuance without delay.
Continuity of Records Across Years
A single firm holding multi-year context (prior MGT-7s, AOC-4s, audit working papers, statutory registers) catches anomalies that a year-by-year freelance arrangement cannot. Critical for Section 188 related-party tracking, ESOP scheme continuity (SH-6 / SH-7), and shareholder cap-table drift detection. Patron archives 8-year retention pack per company.
Accurate Post-2020 Penalty Calibration
Many online articles and commodity platforms cite stale pre-2020 penalty figures. Post-Companies (Amendment) Act 2020 substituted Sections 92(5) and 137(3) (S.O. 4646(E) dated 21 December 2020) apply current caps: Rs 2L company / Rs 50k officer. Section 446B Small Co relief caps at Rs 2L / Rs 1L. Patron applies the current framework for accurate risk calibration.
CCFS-2026 Amnesty Leverage
CCFS-2026 General Circular 01/2026 dated 24 February 2026 provides 90% additional-fee waiver on Pvt Ltd backlog through 15 July 2026 window. Patron leverages this for any pre-2026 default cleanup at minimal cost. Beyond the window the full Rs 100/day additional fee resumes. Optimal positioning before Section 164(2) triggers on 3-year non-filing.
Trusted by Founders Across India
10,000+ Businesses | 4.9 Google Rating | 50,000+ Documents Filed | 15+ Years Experience
Pvt Ltd Annual Compliance Outcome Proof - FY 2024-25 Internal Metrics
- Patron filed 1,400+ AOC-4 returns across small companies, regular Pvt Ltd, Public Ltd, and OPCs in FY 2024-25
- Filed 1,200+ MGT-7 / MGT-7A returns with 100 percent on-time rate within statutory windows
- Sub-1 percent MCA query rate on filed forms (industry norm: 8-15 percent)
- Zero penalty incidents attributable to Patron error
- Zero Section 164(2) director disqualification triggers across 800+ Pvt Ltd engagements
- Average founder time on Pvt Ltd annual compliance: 6-8 hours total per year (vs 30-50 hours DIY norm)
Pan-India Reach
With offices in Pune, Mumbai, Delhi, and Gurugram, Patron Accounting serves businesses across India - both in-person and remotely. Trusted by Hyundai, Asian Paints, Bridgestone, and 500+ growing private limited companies including manufacturing, IT/SaaS, consulting, real estate, family holding companies, and venture-backed startups. Specialized practice for small companies (MGT-7A), regular Pvt Ltd (MGT-7), OPCs, and MGT-8-threshold companies (paid-up Rs 10 crore+).
Patron vs Online Platforms vs DIY: Annual Compliance Comparison
| Parameter | DIY (Founder Files) | Online Platform (Rs 7,000-13,000) | Patron Accounting (Rs 35,000-50,000) |
|---|---|---|---|
| Who reviews filings | Founder | Junior associate / paralegal | Dedicated CS plus partner-CA review |
| Compliance calendar | Manual (Excel) | Generic email reminders | Automated, client-specific, 30/15/5 day alerts |
| Turnaround per form | Variable | 3-6 weeks queue | 1-2 weeks once data finalised |
| MCA query / rejection rate | High | 8-15 percent reported | Under 5 percent (sub-1 percent FY 2024-25) |
| Penalty coverage if firm errs | Founder absorbs | Excluded by terms | Covered for Patron-caused errors |
| MCA portal submission | Founder via DSC | Platform - generic DSC | Direct via MCA V3 - Patron-owned SRN |
| Tax audit (if applicable, Section 44AB) | Hire separately | Often extra | Bundled in Standard package (Rs 45k) |
| ITR-6 reviewed by CA | Self | Sometimes | Always, before submission |
| Section 446B small co relief applied correctly | Often missed | Often missed | Applied where eligible (Rs 2L / Rs 1L cap) |
| Post-2020 penalty framework applied | Often wrong | Often stale pre-2020 figures | Current Section 92(5)/137(3) post-2020 caps |
| CCFS-2026 amnesty leverage | Unaware | Pushed as paid service | Included in engagement scoping |
| Physical offices | None | None or single city | Pune, Mumbai, Delhi, Gurugram |
| Pricing model | Free (own time) | Tiered with hidden add-ons | Single fixed fee, no add-ons |
Related Patron Services
Annual compliance is the core recurring cycle. Adjacent services that often pair with it or are individual components of the bundle:
- AOC-4 Filing Services - standalone Section 137 financial statements filing (Rs 8-15k standalone vs bundled in Rs 35k Essential). Filed FIRST in the annual cycle.
- MGT-7 Filing Services - standalone Section 92 annual return filing (Rs 6-12k standalone). References AOC-4 SRN.
- Private Limited Company Compliance (Broader Hub) - including event-based filings (DIR-12, MGT-14, INC-22, SH-7) and statutory advisory beyond the annual cycle.
- Small Company Annual Compliance - the specialised package for entities qualifying under Section 2(85) of the Companies Act, 2013 (post G.S.R. 880(E): paid-up Rs 10 cr + turnover Rs 100 cr).
- Pre-Revenue Startup Compliance - Year 1 startup engagement (INC-20A + first audit + Year 1 cycle) at Rs 35-40k, graduates to this bundle when revenue starts.
- DIR-3 KYC for Directors - triennial filing per G.S.R. 943(E) dated 31 December 2025 (effective 31 March 2026).
- ROC Notice Response - handling MCA notices, adjudication, condonation of delay under Section 460.
Legal Framework: Acts, Sections, Rules, and Notifications
Governing Legislation
- Companies Act, 2013 - master statute. Section 88 (statutory registers), Section 92 (annual return MGT-7), Section 92(5) post-2020 substituted (penalty), Section 96 (AGM), Section 122(3) (OPC member resolution replaces AGM), Section 128 (books of accounts), Section 137 (AOC-4), Section 137(3) post-2020 substituted (penalty), Section 139 (statutory auditor mandatory), Section 139(2) (auditor rotation 5-year), Section 143 (audit), Section 164(2) (director disqualification), Section 173 (board meetings), Section 173(5) (reduced board meetings for small co), Section 188 (related-party transactions), Section 248 (strike-off), Section 446B (small co / OPC / start-up / Producer Co half-penalty relief), Section 449 (false statement penalty).
- Companies (Amendment) Act, 2020 - Notification S.O. 4646(E) dated 21 December 2020. Section 20 substituted Section 92(5) and Section 92(6); parallel substitution for Section 137(3). Decriminalized framework with caps on company (Rs 2L) and officer in default (Rs 50k).
- Companies (Accounts) Rules, 2014 - Rule 12 governs AOC-4 filing procedure and attachments.
- Companies (Management and Administration) Rules, 2014 - Rule 11 governs MGT-7 and MGT-7A procedure; Rule 11(1) defines MGT-7A applicability (FY 2020-21 onwards); Rule 11(2) defines MGT-8 certification threshold (listed / Rs 10 cr+ / Rs 50 cr+).
- Companies (Audit and Auditors) Rules, 2014 - Rule 4 governs ADT-1 auditor appointment intimation within 15 days of AGM.
- Companies (Audit and Auditors) Amendment Rules, 2025 - G.S.R. 359(E) dated 30 May 2025 effective 14 July 2025. ADT-1 mandatory for first auditor by Board (procedural clarification).
- Companies (Appointment and Qualification of Directors) Rules, 2014 - Rule 12A governs DIR-3 KYC. Substituted via G.S.R. 943(E) dated 31 December 2025 introducing TRIENNIAL filing cycle effective 31 March 2026; next due 30 June 2028.
- Companies (Acceptance of Deposits) Rules, 2014 - Rule 16 and Rule 16A govern DPT-3 return of deposits and director loan declaration by 30 June annually.
- MSME Notification S.O. 5622(E) dated 2 November 2018 - MSME Form I half-yearly return. Filed by 30 April (Oct-Mar period) and 31 October (Apr-Sep period) for outstanding MSME supplier dues beyond 45 days.
- G.S.R. 880(E) dated 1 December 2025 - latest Small Company threshold revision under Section 2(85). Paid-up share capital up to Rs 10 crore AND turnover up to Rs 100 crore.
- General Circular 01/2026 dated 24 February 2026 (CCFS-2026) - Companies Compliance Facilitation Scheme 2026. Window 15 April to 15 July 2026. 90% additional-fee waiver on Pvt Ltd backlog.
- Income Tax Act, 1961 - Section 139(1) ITR-6 filing; Section 44AB tax audit thresholds (Rs 1 cr business / Rs 10 cr digital business / Rs 50 lakh professional).
Key Sections at a Glance
- Section 92 - annual return filing (MGT-7 / MGT-7A) within 60 days of AGM
- Section 92(5) Post-2020 - substituted penalty: Rs 10k + Rs 100/day capped Rs 2,00,000 (co) / Rs 50,000 (officer)
- Section 96 - AGM within 6 months of FY end (9 months for first AGM)
- Section 128 - books of account maintenance for 8 years
- Section 137 - AOC-4 within 30 days of AGM
- Section 137(3) Post-2020 - substituted penalty: parallel to Section 92(5)
- Section 139 - statutory auditor appointment mandatory for every company (no revenue threshold)
- Section 143 - basis of statutory audit; auditor duties
- Section 164(2) - 5-year director disqualification on 3 consecutive years of non-filing
- Section 173 - board meeting frequency (4 for regular Pvt Ltd; 2 for small co per Section 173(5))
- Section 446B - half-penalty relief for OPC / small co / start-up / Producer Co, capped Rs 2,00,000 (co) / Rs 1,00,000 (officer)
Refer to the Ministry of Corporate Affairs (MCA) V3 portal for all annual filings, the MCA notifications page for S.O. 4646(E) dated 21 December 2020 (Companies Amendment Act 2020), General Circular 01/2026 dated 24 February 2026 (CCFS-2026), G.S.R. 880(E) dated 1 December 2025 (Small Company threshold), G.S.R. 943(E) dated 31 December 2025 (DIR-3 KYC triennial), and the Companies Act, 2013 on India Code for full statutory text. For income tax provisions refer to CBDT.
Frequently Asked Questions
Real buyer questions on the Pvt Ltd annual compliance cycle: the 6 mandatory MCA forms, AOC-4 vs MGT-7 distinction and sequencing rule, 30 September AGM deadline under Section 96, post-Companies (Amendment) Act 2020 penalty caps (Rs 2L company / Rs 50k officer), mandatory statutory audit under Section 139 (no revenue threshold), DIR-3 KYC triennial regime per G.S.R. 943(E), DPT-3 applicability, MSME Form I half-yearly cycle, and dormant company filing obligations.
Quick Answers
What forms must a Pvt Ltd file every year? AOC-4 (Section 137) + MGT-7 or MGT-7A (Section 92) + ADT-1 (Section 139) + DIR-3 KYC (Rule 12A) + DPT-3 (Rule 16, conditional) + MSME-1 (S.O. 5622(E), conditional) + statutory audit (Section 143) + ITR-6.
When is the AGM due? Within 6 months of FY end - by 30 September 2026 for FY 2025-26 (9 months for first AGM under Section 96).
When is AOC-4 due? Within 30 days of AGM - typically by end of October (Section 137 + Rule 12).
When is MGT-7 / MGT-7A due? Within 60 days of AGM - typically by end of November (Section 92 + Rule 11). Filed AFTER AOC-4 - references AOC-4 SRN.
Who files MGT-7A vs MGT-7? Small companies (Section 2(85): paid-up Rs 10 cr + turnover Rs 100 cr per G.S.R. 880(E)) and OPCs file MGT-7A. All others file MGT-7.
What does Patron charge? Rs 35,000 (Essential, turnover up to Rs 1 cr) | Rs 45,000 (Standard, Rs 1-10 cr) | Rs 50,000 (Comprehensive, Rs 10-100 cr). Fixed fee, no per-form billing.
Penalty for late filing (post-2020)? Rs 100/day per form additional fee (no daily cap) PLUS Section 137(3) / 92(5) post-2020 substituted caps: Company Rs 2,00,000 / Officer Rs 50,000. Section 446B small co relief halves this (cap Rs 2L co / Rs 1L officer).
Section 164(2) disqualification? 3 consecutive years of MGT-7 / AOC-4 non-filing = 5-year director disqualification + DIN deactivation across all companies in portfolio.
Is statutory audit mandatory? Yes - Section 139 mandates statutory audit for EVERY private limited company, no revenue threshold. Section 446B relief is on PENALTIES only, NOT audit waiver.
CCFS-2026 amnesty? AVAILABLE for Pvt Ltd backlog. Window 15 April to 15 July 2026. 90% additional-fee waiver. General Circular 01/2026 dated 24 February 2026. (LLP Form 11 NOT covered.)
Pvt Ltd ka annual compliance kaise kare? Saal mein 7 cheezein zaroori hain - audit, AGM, AOC-4, MGT-7 ya MGT-7A, ADT-1, DIR-3 KYC, aur ITR-6. AGM 30 September tak (Section 96), AOC-4 AGM ke 30 din ke andar (Section 137), MGT-7 / MGT-7A AGM ke 60 din ke andar (Section 92), DIR-3 KYC bhi 30 September tak. Patron ka package Rs 35,000 (Essential) se Rs 50,000 (Comprehensive) ke beech hai, sab kuch fixed fee mein bundled. Late karne par post-2020 Section 137(3)/92(5) ke under company cap Rs 2 lakh, officer cap Rs 50,000 hai - plus Rs 100/day additional fee no cap.
Annual compliance ka package kitne ka aata hai? Patron Accounting ka Pvt Ltd annual compliance bundle Rs 35,000 (Essential) se Rs 50,000 (Comprehensive) ke beech hai - turnover ke hisab se. Audit, ROC filings, ITR-6, statutory registers - sab cover. Koi per-form billing nahi, koi surprise add-on nahi. Online platforms par Rs 6,999 mein milta hai par baad mein har form ka alag bill aata hai - total Rs 30-45k tak chala jaata hai. Hum upfront fixed quote dete hain.
Deadline Urgency: FY 2025-26 Annual Compliance Cycle
For the financial year ending 31 March 2026, the Pvt Ltd compliance cycle compresses into September-November:
- AGM deadline: 30 September 2026 under Section 96 (9 months for first AGM)
- DIR-3 KYC: 30 September 2026 under Rule 12A (triennial regime per G.S.R. 943(E))
- ADT-1: within 15 days of AGM under Section 139 + Rule 4
- AOC-4: within 30 days of AGM (end October 2026) under Section 137 + Rule 12
- ITR-6: 31 October 2026 for audited companies under Income Tax Act Section 139(1)
- MGT-7 / MGT-7A: within 60 days of AGM (29 November 2026) under Section 92 + Rule 11
Missing any deadline triggers:
- Rs 100/day per form additional fee under Section 403 - NO cap on daily fee
- Section 137(3) / 92(5) post-Companies (Amendment) Act 2020 substituted penalty: Company Rs 2,00,000 / Officer Rs 50,000 caps
- Section 446B Small Co / OPC / Start-up / Producer Co half-penalty capped Rs 2,00,000 / Rs 1,00,000
- DIN deactivation for missed DIR-3 KYC - blocks ALL other MCA filings
- Section 164(2) Director Disqualification after 3 consecutive years - 5 years across ALL directorships
Critical sequencing: Start the audit by August to avoid the last-week MCA portal queue. AGM first half of September. ADT-1 within 15 days of AGM. AOC-4 first week of October (must be filed before MGT-7). MGT-7 / MGT-7A by end November.
CCFS-2026 amnesty window 15 April-15 July 2026 - 90% additional-fee waiver available for past Pvt Ltd backlog. General Circular 01/2026 dated 24 February 2026. Optimal time to clean up multi-year defaults before Section 164(2) triggers.
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Conclusion: One Bundle, One Fixed Fee, Full Annual Cycle
Private limited annual compliance is a defined cycle of six MCA forms (AOC-4, MGT-7 or MGT-7A, ADT-1, DIR-3 KYC, DPT-3, MSME-1), statutory audit, and ITR-6, anchored on a 30 September AGM deadline under Section 96 of the Companies Act, 2013. Every private company files, regardless of turnover or activity. Statutory audit under Section 139 is mandatory with no revenue threshold exemption.
Post-Companies (Amendment) Act 2020 framework (substituted via Notification S.O. 4646(E) dated 21 December 2020) applies: Section 137(3) (AOC-4) and Section 92(5) (MGT-7) caps the company penalty at Rs 2,00,000 and officer-in-default penalty at Rs 50,000 - replacing the pre-2020 Rs 50k-Rs 5 lakh fine framework. Section 446B Small Co / OPC / Start-up / Producer Co half-penalty relief caps at Rs 2,00,000 company / Rs 1,00,000 officer. Daily Rs 100/day additional fee under Section 403 has NO cap. Three consecutive years of non-filing triggers Section 164(2) director disqualification for 5 years - cross-portfolio impact across ALL directorships.
Patron Accounting bundles the full annual cycle for Rs 35,000 (Essential) to Rs 50,000 (Comprehensive) fixed fee, with a dedicated CS per client, partner-CA review on every filing, automated calendar tracking with 30/15/5 day alerts, and direct MCA V3 portal submission. AOC-4-before-MGT-7 SRN sequencing enforced. Section 446B applied where eligible. CCFS-2026 amnesty (General Circular 01/2026 dated 24 February 2026, window 15 April-15 July 2026) leveraged for backlog cleanup at 90% additional-fee waiver. 1,400+ AOC-4 and 1,200+ MGT-7 filed FY 2024-25 with 100 percent on-time rate, sub-1 percent MCA query rate, and zero Section 164(2) triggers across 800+ Pvt Ltd engagements. Partner-CAs accessible by name from offices in Pune, Mumbai, Delhi, and Gurugram.
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Pvt Ltd Annual Compliance Across India
Patron Accounting offices in Pune, Mumbai, Delhi, and Gurugram. Pvt Ltd Annual Compliance delivered pan-India for small companies (MGT-7A), regular Pvt Ltd (MGT-7), OPCs, listed / Rs 10 cr+ paid-up companies requiring MGT-8 certification, family holding companies, IT/SaaS / manufacturing / consulting / real estate Pvt Ltd entities. 1,400+ AOC-4 + 1,200+ MGT-7 returns filed FY 2024-25 with 100 percent on-time rate.
Content Created: 12 May 2026 | Last Updated: | Next Review: 12 November 2026 | Reviewed By: CA & CS Team, Patron Accounting LLP
Content reviewed semi-annually. Next scheduled review: 12 November 2026 (after FY 2025-26 annual compliance cycle closure on 29 November 2026). Review triggers include MCA amendment to Section 92 / Section 92(5), Section 137 / Section 137(3) beyond the Companies (Amendment) Act 2020 (S.O. 4646(E) dated 21 December 2020), Companies (Accounts) Rules 2014 Rule 12 revisions, Companies (Management and Administration) Rules 2014 Rule 11 / 11(1) / 11(2) revisions, Companies (Audit and Auditors) Rules 2014 Rule 4 revisions, Companies (Appointment and Qualification of Directors) Rules 2014 Rule 12A revisions beyond G.S.R. 943(E) dated 31 December 2025 (triennial regime), Section 2(85) Small Company threshold revisions beyond G.S.R. 880(E) dated 1 December 2025 (Rs 10 cr paid-up / Rs 100 cr turnover), Section 446B half-penalty framework revisions, MSME Form I half-yearly cycle revisions beyond S.O. 5622(E) dated 2 November 2018, Government filing fee revisions, and CCFS-2026 successor amnesty schemes beyond General Circular 01/2026 dated 24 February 2026 (15 April-15 July 2026 window).
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