Is annual compliance mandatory even if the company has no turnover?

Yes. Every registered private limited company must comply regardless of revenue or business activity. Nil-return AOC-4 and MGT-7 are mandatory even for zero-turnover companies. Non-filing attracts INR 100 per day penalty under Sections 137 and 92.

What is the penalty for late filing of AOC-4 and MGT-7?

INR 100 per day with no maximum cap under Sections 137 and 92 of the Companies Act 2013. Non-filing for 3 consecutive years triggers director disqualification under Section 164(2) for 5 years from any directorship.

How many board meetings are required per year?

Minimum 4 board meetings per year under Section 173(1), with not more than 120 days between consecutive meetings. First meeting within 30 days of incorporation. Penalty under Section 450 for non-compliance.

What is the difference between AOC-4 and MGT-7?

AOC-4 is for filing audited financial statements under Section 137, due within 30 days of AGM. MGT-7 is the Annual Return under Section 92 containing shareholding and director details, due within 60 days of AGM.

What happens if a company does not file for 3 years?

Non-filing of AOC-4 and MGT-7 for 3 consecutive years triggers automatic director disqualification under Section 164(2) for 5 years. The ROC may also initiate strike-off proceedings under Section 248.

What is the new MCA V3 requirement for AOC-4 and MGT-7 from 2025?

From July 14, 2025, MCA V3 requires submission of registered office photographs with at least one director visibly present in the frame as part of AOC-4 and MGT-7 filing. The company display board must comply with Section 12 requirements.

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Private Limited Company Compliance - Annual ROC and Tax Guide 2026

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Key Forms: AOC-4 (within 30 days of AGM), MGT-7 (within 60 days of AGM), ADT-1, DIR-3 KYC, DPT-3

Late Filing Penalty: INR 100 per day with no maximum cap for AOC-4 and MGT-7 under Sections 137 and 92

All Companies Must Comply: Every registered private limited company in India - including zero-turnover companies - must comply annually

Annual Calendar: AGM by 30 September, AOC-4 by 29 October, MGT-7 by 29 November every year

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Professionalism, attention to detail, and timely communication made the entire annual filing process smooth. Never missed a deadline in 3 years of association.

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Took minimum time, really impressive acumen - and it's not expensive at all for the quality you get. Highly recommend for startup annual compliance.

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Startup Founder, Mumbai

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Our company had missed 2 years of filings. Patron regularised everything - all penalties paid, forms filed, and directors restored to active status. Saved us from disqualification.

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Trusted compliance partner for our Hyundai supply chain company. Bookkeeping, audit, AGM, and all ROC filings handled end-to-end every year without fail.

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Overview What Is It Calendar Our Services Process Documents Challenges Fees Timeline Benefits DIY vs Pro FAQs

Private Limited Company Compliance - Overview

📌 TL;DR - Pvt Ltd Compliance Services at a Glance

Every private limited company registered in India must complete annual ROC and tax compliance regardless of turnover or business activity. Key filings include Form AOC-4 (financial statements, within 30 days of AGM), Form MGT-7 (annual return, within 60 days of AGM), and minimum 4 board meetings per year. Missing deadlines attracts INR 100 per day late fee under Sections 137 and 92 with no maximum cap. Non-filing for 3 consecutive years disqualifies directors under Section 164(2).

Private Limited Company compliance in India covers a structured set of annual, event-based, and ongoing obligations under the Companies Act 2013. Every company incorporated under the Act - regardless of whether it has commenced business or posted any revenue - is legally required to file audited financial statements, annual returns, and maintain statutory records with the Registrar of Companies (ROC) every year.

Failure to comply does not just attract penalties. A company that fails to file AOC-4 and MGT-7 for three consecutive years faces disqualification of its directors from holding directorship in any company in India for five years under Section 164(2). The ROC may also initiate strike-off proceedings. Patron Accounting's CA and CS team provides complete annual compliance management.

Content is reviewed quarterly for accuracy.

What is Private Limited Company Compliance?

Private Limited Company Compliance is the annual set of statutory obligations under the Companies Act 2013 requiring every registered private limited company to file audited financial statements (Form AOC-4), annual returns (Form MGT-7), hold a minimum of 4 board meetings and 1 AGM, appoint a statutory auditor, and file Director KYC by specified deadlines each financial year.

The compliance framework applies universally. A company with no employees, no revenue, and no transactions must still complete all annual filings. The law does not distinguish between active and inactive companies - only between companies that are registered and those formally struck off.

Key Terms for Pvt Ltd Compliance:

AOC-4 - MCA form for filing audited financial statements with ROC within 30 days of AGM under Section 137.

MGT-7 / MGT-7A - Annual Return form containing shareholding, director details, capital structure. Filed within 60 days of AGM under Section 92. MGT-7A is the simplified version for small companies and OPCs.

ADT-1 - MCA form for auditor appointment/re-appointment, filed within 15 days of AGM under Section 139.

AGM - Annual General Meeting to approve financial statements, appoint auditors, and pass statutory resolutions. Must be held by 30 September under Section 96.

DPT-3 - Return of Deposits filed annually by 30 June for all outstanding loans, advances, and deposits.

DIR-3 KYC - Annual Director KYC by 30 September to keep DINs active.

Companies Act 2013 AOC-4 + MGT-7

Who Must Comply and Annual Compliance Calendar

Every private limited company incorporated under the Companies Act 2013 must comply - newly incorporated, active, dormant, zero-turnover, startups (DPIIT recognition does not exempt).

Annual Compliance Calendar for FY 2025-26:

Form / Obligation	Deadline
DPT-3 (Return of Deposits/Loans)	30 June each year
DIR-3 KYC (all directors)	30 September each year
AGM (Annual General Meeting)	30 September (within 6 months of FY-end)
ADT-1 (Auditor Appointment)	Within 15 days of AGM
AOC-4 (Financial Statements)	Within 30 days of AGM (typically 29 October)
MGT-7/MGT-7A (Annual Return)	Within 60 days of AGM (typically 29 November)
Board Meetings (minimum 4/year)	Quarterly - max 120-day gap between meetings

MCA V3 Update (July 2025): Registered office photographs with director visibly present now required for AOC-4 and MGT-7 filings.

Patron Accounting's Annual Compliance Services

Service	What We Do
Bookkeeping and Financial Statements	Monthly/quarterly ledger maintenance, reconciliation, and preparation of audit-ready balance sheet and P&L
Statutory Audit Coordination	Coordination with appointed statutory auditor for audit completion, report finalisation, and board report drafting under Section 134
AGM Conduct and Documentation	Notice drafting (21-clear-days rule), agenda, minutes, resolutions for AGM approval of financials and auditor appointment
ROC Annual Filing	AOC-4, MGT-7/MGT-7A, ADT-1 filing on MCA V3 portal including registered office photograph requirements
Board Meeting Compliance	Quarterly board meeting notices, agenda, and minutes management under Section 173 - minimum 4 meetings, max 120-day gap
Director KYC and DPT-3	Annual DIR-3 KYC by 30 September for all directors; DPT-3 return by 30 June for outstanding director loans and deposits

Our Process

8-Step Annual Compliance Procedure

Under the Companies Act 2013. Late filing of AOC-4/MGT-7 attracts INR 100 per day with no maximum cap. Non-filing for 3 consecutive years triggers director disqualification under Section 164(2).

Step 1

Close Books and Financial Year

Complete bookkeeping for April 2025 to March 2026. Reconcile bank accounts, vendor ledgers, and GST returns. Prepare trial balance. Patron Accounting handles this monthly or quarterly.

Books closedTrial balance ready

Books Closed01

Step 2

Complete Statutory Audit

Appoint statutory auditor under Section 139 (5-year tenure). Provide books. Auditor issues Form 3CA/3CB + 3CD. Mandatory for ALL private limited companies regardless of turnover.

Audit completeReport issued

Audit Done02

Step 3

Board Report and Financial Statement Approval

Directors approve and sign audited financial statements. Board report under Section 134 includes CSR, related party, and directors' responsibility disclosures.

Report signedStatements approved

Approved03

Step 4

Prepare and Issue AGM Notice

Issue notice to all shareholders with at least 21 clear days' notice under Section 101. Include agenda: approval of financials, dividend, auditor ratification.

Notice issued21-day clock started

Notice Sent04

Step 5

Conduct AGM by 30 September

Hold Annual General Meeting. Pass resolutions for financials, auditor appointment, director reappointment. Maintain certified minutes within 30 days under Section 118.

AGM heldResolutions passed

AGM Done05

Step 6

File ADT-1 Within 15 Days of AGM

File auditor appointment confirmation on MCA V3 portal under Section 139. For first 5-year block, ADT-1 filed once; thereafter on new block start.

ADT-1 filedSRN confirmed

ADT-1 Filed06

Step 7

File AOC-4 Within 30 Days of AGM

File audited financial statements on MCA V3 with registered office photos (July 2025 requirement). Standard deadline: 29 October. Late fee: INR 100/day with no cap under Section 137.

AOC-4 filedFinancials on record

AOC-4 Filed07

Step 8

File MGT-7 Within 60 Days of AGM

File Annual Return on MCA V3 with shareholding pattern, director details, and charges. Standard deadline: 29 November. For large companies, MGT-8 CS certification required. Late fee: INR 100/day.

MGT-7 filedAnnual return on record

MGT-7 Filed08

Documents Required for Annual Compliance

Document	Purpose
Audited financial statements (signed by auditor + director)	AOC-4 filing
Auditor's report (qualified/unqualified opinion)	AOC-4 attachment
Board report with Section 134 mandatory disclosures	AGM presentation and AOC-4
AGM notice, attendance register, certified minutes	AGM compliance record
Shareholder register (Form MGT-1) and share transfer records	MGT-7 filing
List of directors and changes during the year	MGT-7 and DIR-12 filings
Registered office photographs (director in frame)	MCA V3 requirement from July 2025
DSC of at least one director	Digital signature for MCA form signing
DIN and personal details of all directors	DIR-3 KYC filing
Outstanding loan and deposit schedule	DPT-3 filing (director loans, third-party loans)

4 Common Compliance Challenges and Solutions

Challenge	Impact	How Patron Accounting Solves It
Missing the September AGM deadline	AOC-4 and MGT-7 cannot be filed; INR 100/day penalty accumulates	Patron Accounting starts the compliance cycle in April-May with bookkeeping closure and audit scheduling. AGM held in August with all documents ready.
MCA V3 portal errors and form rejections	New photo requirements and XBRL validation rules cause failures	Our CS team is trained on MCA V3 including registered office photograph standards and new form fields. End-to-end form preparation and resubmission.
Director DIN deactivated before filing	Missed DIR-3 KYC blocks all company filings	Proactively file DIR-3 KYC for all directors before 30 September. If reactivation needed, coordinate INR 5,000 penalty and re-filing.
Zero-turnover companies skipping compliance	Penalties accumulate; Section 164(2) disqualification after 3 years	Nil-filer compliance package at INR 9,999+GST covers Nil statements, Nil AOC-4, Nil MGT-7, and director KYC.

Annual Compliance Service Fees 2026

Fee Component	Amount
Nil-Filer Package (zero turnover, no transactions)	INR 9,999 + GST (Nil financials, Nil AOC-4, Nil MGT-7, ADT-1, DIR-3 KYC for 2 directors)
Starter Package (turnover up to INR 20 Lakhs)	INR 14,999 + GST (bookkeeping up to 100 txns, audit coordination, all ROC filings)
Growth Package (turnover INR 20 Lakhs - INR 1 Crore)	INR 22,999 + GST (bookkeeping up to 300 txns, statutory audit, DPT-3, all filings)
Scale Package (turnover above INR 1 Crore)	INR 34,999+ + GST (full bookkeeping, Tax Audit, XBRL, MSME-1, all filings)
Additional Directors (beyond 2)	INR 499 per director per year for DIR-3 KYC
Patron Accounting Professional Fees	Starting from INR 9,999 (Exl GST and Govt. Charges)

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 Compliance consultation - Call +91 945 945 6700 or WhatsApp us. No-obligation assessment.

Timeline for Annual Compliance Cycle

Stage	Estimated Timeline
Bookkeeping and financial closure	2-4 weeks (depends on transaction volume)
Statutory audit completion	2-3 weeks after books handed to auditor
Board report and AGM documentation	3-5 working days after audit
AGM conduct	1 day; 21 clear days notice period before AGM
AOC-4 filing (after AGM)	1-2 working days; statutory deadline 30 days from AGM
MGT-7 filing (after AGM)	1-2 working days; statutory deadline 60 days from AGM
DIR-3 KYC (all directors)	Same day to 1 working day; deadline 30 September
Total cycle (April to November)	Approximately 4-6 months - start early to avoid bottlenecks

Best Practice: Begin bookkeeping closure in April, target audit completion by July, hold AGM in August, and file AOC-4/MGT-7 by September - 2 months ahead of statutory deadlines.

Key Benefits

Why Use Professional Annual Compliance Service?

Zero Penalty Risk

Files before every statutory deadline - AOC-4, MGT-7, ADT-1, DIR-3 KYC. Clients have not incurred a single late-filing penalty.

Director Disqualification Prevention

3 years of non-filing triggers Section 164(2) disqualification. Our proactive annual system eliminates this risk completely.

MCA V3 Expertise

Handles all portal requirements including registered office photographs (July 2025), XBRL filing, and updated form versions.

Investor and Bank Ready

Clean ROC records with on-time filings build investor confidence and are required for bank loans, fundraising due diligence, and tenders.

Single Point of Accountability

CA and CS team handles bookkeeping, audit coordination, AGM, ROC filing, and director KYC - no need to coordinate multiple professionals.

Pan-India Coverage

Offices in Pune, Mumbai, Delhi, and Gurugram. Personalised compliance calendar with deadline alerts and document checklists.

Why Companies Trust Patron Accounting

1,000+ Pvt Ltd Companies Served Annually | 100% On-Time Filing Record | 4.9 Google Rating from 500+ Reviews | 50,000+ Compliance Documents Filed | 15+ Years

DIY vs Professional Annual Compliance

Parameter	Patron Accounting	DIY / Multiple Professionals
Statutory Audit	In-house CA coordinates with your auditor	Hire independently; coordination burden on founders
MCA V3 Photo Requirement	Pre-filing checklist includes photo requirements	Often overlooked - causes form rejection
AOC-4/MGT-7 Deadline Tracking	Automated system with August-September alerts	Director's responsibility; often missed
Director KYC (DIR-3)	Filed proactively before 30 September	Easily forgotten; INR 5,000 DIN deactivation penalty
Board Meeting Documentation	CS-drafted notices, agenda, certified minutes quarterly	Minutes often informal or missing
Section 164 Disqualification Risk	ZERO - 100% on-time filing record	HIGH - if any year missed
Total Annual Cost	All-inclusive starting at INR 9,999 + GST	CA + Auditor + CS separately = INR 30,000-80,000

Related Company and Director Services

Private Limited Company Registration - incorporation, SPICe+ filing, MoA/AoA
Appointment of Director - DIN, DIR-2, DIR-12 filing
Director KYC (DIR-3 KYC) - annual DIN KYC filing
Secretarial Audit - Section 204 audit for applicable companies
LLP Compliance - annual Form 11 and Form 8 for LLPs
Removal of Director - board resolution and DIR-12 filing

Legal and Compliance Framework

Provision	Relevance and Penalty
Section 92, Companies Act 2013	Annual Return (MGT-7) within 60 days of AGM. MGT-7A for small companies and OPCs.
Section 96	AGM within 6 months of FY-end (by 30 September).
Section 137	Financial Statement Filing (AOC-4) within 30 days of AGM. Late fee INR 100/day, no cap.
Section 139	Auditor Appointment - statutory audit mandatory; 5-year tenure; ADT-1 within 15 days of AGM.
Section 164(2)	Director Disqualification - non-filing for 3 consecutive years triggers automatic 5-year disqualification.
Section 173	Board Meetings - minimum 4/year; max 120-day gap; first meeting within 30 days of incorporation.
Section 450	General penalty: INR 10,000 first contravention + INR 1,000/day continuing; max INR 2 lakh (company).
MCA Circular 06/2025	Extended AOC-4/MGT-7 deadline for FY 2024-25 to 31 December 2025. One-time extension.
MCA V3 Update (July 2025)	Registered office photographs with director visible mandatory for AOC-4 and MGT-7.

External Authority Links: MCA Portal | India Code - Companies Act 2013

Frequently Asked Questions - Pvt Ltd Compliance

Get answers about annual ROC filings, AOC-4, MGT-7, AGM, board meetings, penalties, and director disqualification.

Quick Answers

When is AGM due? By 30 September each year under Section 96, within 6 months of financial year-end.

Can AGM be held virtually? Video conferencing permitted for board meetings under Section 173(2). MCA periodically allows virtual AGMs via specific circulars.

What is MGT-7A? Simplified annual return form for small companies and OPCs. Less information than standard MGT-7. Filed within 60 days of AGM due date.

What is Section 164 disqualification? Non-filing of AOC-4 or MGT-7 for 3 consecutive years disqualifies directors from any directorship for 5 years.

ROC Deadline Approaching - Start Compliance Now

CRITICAL: AOC-4 is due within 30 days of AGM (typically 29 October). MGT-7 is due within 60 days (typically 29 November). Late filing: INR 100 per day per form with NO maximum cap. 3 consecutive years of non-filing = DIRECTOR DISQUALIFICATION under Section 164(2).

April-June: Close books and complete bookkeeping
July-August: Complete statutory audit and prepare AGM documentation
September: Hold AGM by 30 September; file DIR-3 KYC
October: File AOC-4 within 30 days of AGM
November: File MGT-7 within 60 days of AGM

Call +91 945 945 6700 or WhatsApp us to start your compliance cycle now.

Start Annual Compliance - Starting at INR 9,999 | Beat ROC Deadlines

Private Limited Company Compliance is a year-round commitment. The penalty structure is unforgiving - INR 100 per day with no cap, and the ultimate consequence of disqualification under Section 164(2) - making professional compliance management not just convenient but essential.

Patron Accounting's CA and CS team has handled annual compliance for over 1,000 private limited companies - from zero-turnover startups to INR 100 crore+ businesses. With offices in Pune, Mumbai, Delhi, and Gurugram, our team ensures every deadline is met and every director remains qualified and active.

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Content Created: March 2026 | Last Updated: | Next Review: September 2026 | Reviewed By: CA & CS Team, Patron Accounting LLP

This page is reviewed every 6 months. Trigger: MCA circular changing AOC-4/MGT-7 due dates, MCA V3 form changes, Finance Act amendments, or Section 164/173 amendments.

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Private Limited Company Compliance - Annual ROC and Tax Guide 2026

Get Free Consultation

Real Stories from Real People

Join 10,000+ Satisfied Businesses

Private Limited Company Compliance - Overview

What is Private Limited Company Compliance?

Who Must Comply and Annual Compliance Calendar

Patron Accounting's Annual Compliance Services

Close Books and Financial Year

Complete Statutory Audit

Board Report and Financial Statement Approval

Prepare and Issue AGM Notice

Conduct AGM by 30 September

File ADT-1 Within 15 Days of AGM

File AOC-4 Within 30 Days of AGM

File MGT-7 Within 60 Days of AGM

Documents Required for Annual Compliance

4 Common Compliance Challenges and Solutions

Annual Compliance Service Fees 2026

Timeline for Annual Compliance Cycle

Why Use Professional Annual Compliance Service?

Zero Penalty Risk

Director Disqualification Prevention

MCA V3 Expertise

Investor and Bank Ready

Single Point of Accountability

Pan-India Coverage

Why Companies Trust Patron Accounting

DIY vs Professional Annual Compliance

Related Company and Director Services

Legal and Compliance Framework

Frequently Asked Questions - Pvt Ltd Compliance

What is annual compliance for a private limited company in India?

Is annual compliance mandatory even if the company has no turnover?

What is the penalty for late filing of AOC-4 and MGT-7?

How many board meetings are required per year?

What is the difference between AOC-4 and MGT-7?

What happens if a company does not file for 3 years?

What is the new MCA V3 requirement for AOC-4 and MGT-7 from 2025?

ROC Deadline Approaching - Start Compliance Now

Start Annual Compliance - Starting at INR 9,999 | Beat ROC Deadlines

Pvt Ltd Compliance Services Across India