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Small Company Annual Compliance in India

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Documents: Audited balance sheet, P&L, MGT-7A, AOC-4, ADT-1, DIR-3 KYC, board minutes

Fees: Rs 35,000 to Rs 50,000 per year, fixed-fee bundle, no per-form billing

Eligibility: Paid-up capital up to Rs 10 crore AND turnover up to Rs 100 crore

Timeline: Audit Aug-Sep, AGM by 30 Sep, AOC-4 within 30 days, MGT-7A within 60 days

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Patron filed our MGT-7A and AOC-4 four weeks before the deadline this year. Last year with a platform, we missed by 11 days and paid Rs 2,200 in late fees. The Rs 35,000 fixed fee paid for itself in the first cycle.
RA
Rohit Agarwal
Director - D2C Brand, Pune
★★★★★
2 months ago
As a CFO running compliance across three group entities, having a partner CA who knows our books end to end is gold. Patron handles small company classification, ROC filings, and ITR-6 - I just sign DSC requests.
PS
Priyanka Sharma
CFO - SaaS Group, Bangalore
★★★★★
3 months ago
DIR-3 KYC reminders 30 days out genuinely save our directors. Last year I had two directors miss the deadline at a previous firm; DIN deactivation chaos cost us three days. Patron auto-tracks it. Done.
AM
Arjun Mehta
Founder - Logistics Startup, Mumbai
★★★★★
1 month ago
We crossed Rs 95 crore turnover this year and Patron flagged the small company exit early. Got us a proper transition plan to regular Pvt Ltd compliance for FY 2026-27 well before AGM. That kind of forward thinking is rare.
NK
Neha Kapoor
MD - Manufacturing SME, Delhi
★★★★★
5 months ago
Investor due diligence on our Series A asked for three years of MGT-7A and AOC-4 acknowledgements. Patron pulled the full dossier in 48 hours. Clean filings, no gaps. Closed the round in time.
VS
Vikram Singh
Co-founder - Fintech, Gurugram
★★★★★
2 months ago

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Small Company Annual Compliance at a Glance

📌 TL;DR - Small Company Annual Compliance Services at a Glance

A small company under Section 2(85) of the Companies Act, 2013 must file MGT-7A within 60 days of AGM and AOC-4 within 30 days of AGM. Penalty for late filing is Rs 100 per day per form with no upper cap. Patron Accounting handles the full annual package for Rs 35,000 to Rs 50,000 fixed fee, with partner-CA review on every filing.

A small company under Section 2(85) of the Companies Act, 2013 is a private company whose paid-up share capital does not exceed Rs 10 crore and whose turnover does not exceed Rs 100 crore. If your company qualifies, your annual compliance burden is materially lighter than a regular private limited company - but it is not zero. MGT-7A, AOC-4, ADT-1, DIR-3 KYC, statutory audit, and ITR-6 remain mandatory every financial year.

Quick Reference - Small Company Annual Compliance:

ParameterDetail
Governing ActCompanies Act, 2013 (Sections 2(85), 92, 137, 173, 446B)
Applicable ToPrivate companies with paid-up capital up to Rs 10 crore AND turnover up to Rs 100 crore (post G.S.R. 880(E), 1 Dec 2025)
TimelineAudit Aug-Sep | AGM by 30 Sep | AOC-4 within 30 days | MGT-7A within 60 days | DIR-3 KYC by 30 Sep
Cost (Patron)Rs 35,000 to Rs 50,000 per year (fixed-fee bundle, partner-CA reviewed)
PenaltyRs 100 per day per form for AOC-4 and MGT-7A (no upper cap); Rs 5,000 for missed DIR-3 KYC plus DIN deactivation
Forms / PortalMGT-7A, AOC-4, ADT-1, DIR-3 KYC, DPT-3 (if applicable) | MCA V3 portal (mca.gov.in)
AuthorityRegistrar of Companies (ROC), Ministry of Corporate Affairs

Content is reviewed quarterly for accuracy.

What Is Small Company Annual Compliance?

Small company annual compliance is the set of yearly filings and statutory actions a private company classified as a "small company" under Section 2(85) of the Companies Act, 2013 must complete with the Ministry of Corporate Affairs and the Income Tax Department.

The Companies (Specification of Definitions Details) Amendment Rules, 2025 notified via G.S.R. 880(E) dated 1 December 2025 raised the thresholds to Rs 10 crore paid-up capital and Rs 100 crore turnover, both limbs required. The classification triggers procedural relaxations - abridged annual return (MGT-7A instead of MGT-7), fewer board meetings, no CARO 2020 reporting, and reduced penalties under Section 446B - but the core filing universe remains mandatory.

The package usually runs from April (books finalisation) through October-November (post-AGM filings), with DIR-3 KYC and ITR-6 anchored to fixed statutory dates. Filing the wrong form (MGT-7 instead of MGT-7A) is a common error that triggers rejection and re-filing with late fees.

Key Terms for Small Company Annual Compliance:

  • Small Company - a Section 2(85) classification under the Companies Act, 2013. Capital and turnover based; not registration-based.
  • MGT-7A - the abridged annual return form, available only to small companies and OPCs, filed under Section 92 read with Rule 11 of Companies (Management and Administration) Rules, 2014.
  • AOC-4 - the financial statements form filed under Section 137 of the Companies Act, 2013 and Rule 12 of Companies (Accounts) Rules, 2014. Same form for small and regular companies.
  • Section 446B - the reduced-penalty provision: small companies and OPCs pay one-half of the penalty applicable to a regular company for the same default, capped at Rs 2 lakh for the company and Rs 1 lakh for each defaulting officer.
  • G.S.R. 880(E) - the December 2025 MCA notification raising small company thresholds; effective immediately on publication.
APL-05 Small Company Annual Compliance
Section 2(85) Definition Companies Act, 2013

Who Needs Small Company Annual Compliance?

Annual compliance applies to every private company in India, regardless of turnover, business activity, or whether the company is dormant. The "small company" status only affects which forms apply and how penalties are computed - not whether filings are required.

Your company qualifies as a small company for FY 2025-26 if, in the immediately preceding financial year (FY 2024-25):

  • Paid-up share capital does not exceed Rs 10 crore (revised limit from 1 December 2025)
  • Turnover as per the profit and loss account does not exceed Rs 100 crore
  • Both conditions are satisfied simultaneously

Your company is excluded from small company status (irrespective of capital or turnover) if it is:

  • A public company
  • A holding company or subsidiary company (including wholly-owned subsidiaries)
  • A Section 8 company (non-profit)
  • Governed by any special Act - banking, insurance, NBFC, housing finance

Statutory deadline: AGM must be held within 6 months of FY end (by 30 September 2026 for FY 2025-26). Annual filings to ROC follow within 30 days (AOC-4) and 60 days (MGT-7A) of the AGM. DIR-3 KYC for every director is due by 30 September annually under Rule 12A of Companies (Appointment and Qualification of Directors) Rules, 2014.

What Patron Delivers in the Annual Package

ServiceWhat We Do
Statutory Audit and Financial StatementsPartner-CA conducted audit under Section 143 of the Companies Act, 2013. Audited balance sheet, P&L, notes to accounts, director report finalised for AGM adoption.
ROC Annual Filings (MGT-7A and AOC-4)MGT-7A drafted, reviewed, and filed within 60 days of AGM. AOC-4 with all attachments (audited financials, board report, auditor report, AOC-2 if applicable) filed within 30 days of AGM directly via the MCA V3 portal.
Auditor Appointment Filing (ADT-1)First or subsequent auditor appointment intimated to ROC in Form ADT-1 within 15 days of AGM under Section 139 read with Rule 4 of Companies (Audit and Auditors) Rules, 2014.
Director KYC (DIR-3 KYC)DIR-3 KYC or DIR-3 KYC Web filed for every director by 30 September. Prevents DIN deactivation and the Rs 5,000 reactivation fee.
Event-Based and Other FilingsDPT-3 (deposits, by 30 June if applicable), MSME Form I (half-yearly if dues to MSME suppliers exist), board resolutions, statutory register updates, and AGM minutes preparation.
Income Tax Return (ITR-6) and Tax Audit if ApplicableITR-6 prepared, reviewed by partner CA, and filed by 31 October 2026 (companies subject to audit). Tax audit under Section 44AB of the Income Tax Act, 1961 triggered if turnover exceeds Rs 1 crore.
Our Process

Our 7-Step Annual Compliance Process

A structured timeline from books finalisation in April to ROC filings in November - with partner-CA review and automated tracking at every stage.

Step 1

Onboarding and Document Collection

April to May. We send a checklist via email and WhatsApp. Bank statements, sales register, purchase register, GST returns, TDS challans, prior year financials, board minute book, statutory registers, and DSC validity check.

Checklist shared DSC validated
Documents Ready 01
Step 2

Books Finalisation and Audit Pack Preparation

June to July. Trial balance prepared and reviewed. Audit working papers built. Tax computation drafted. Bank reconciliations completed. Fixed asset register updated. All reconciliations closed before audit start.

Trial balance locked Audit pack built
Books Closed 02
Step 3

Statutory Audit and Financial Statement Finalisation

August. Partner-CA conducts the audit under Section 143 of the Companies Act, 2013. Audit report signed. Director report drafted. Audited balance sheet, P&L, and notes finalised for AGM circulation.

Audit signed Director report drafted
AUDIT REPORT
Audit Complete 03
Step 4

Board Meeting and AGM

By 30 September. Board approves audited financials. AGM held within 6 months of FY end (Section 96 of the Companies Act, 2013). Minutes finalised. Shareholders adopt accounts; auditor re-appointment considered.

Board approves AGM held
AGM Done 04
Step 5

Form ADT-1 Filing

Within 15 days of AGM. Auditor appointment intimated to ROC. We prepare ADT-1 with the auditor consent letter, board resolution, and AGM extract, then file on MCA V3 portal with the appropriate director DSC.

Filed in 15 days ROC acknowledged
ADT-1
ADT-1 Filed 05
Step 6

Form AOC-4 Filing

Within 30 days of AGM. Audited financials, board report, and auditor report filed via the MCA V3 portal. We enforce a strict AOC-4 before MGT-7A sequence to avoid SRN-mismatch rejections.

Financials uploaded SRN generated
AOC-4
AOC-4 Filed 06
Step 7

Form MGT-7A and DIR-3 KYC Filing

Within 60 days of AGM and by 30 September. The abridged annual return MGT-7A is filed. Director KYC submitted for every director on the board. We reconcile shareholding, indebtedness, and board composition before submission.

MGT-7A submitted DIR-3 KYC done
MGT-7A DIR-3 KYC
All Filed 07

Document Checklist for Small Company Annual Compliance

Prepare these documents in advance to keep the annual compliance cycle on track. Patron shares a structured intake checklist on engagement; the items below summarise the minimum information set for every small company.

  • Bank statements for the financial year (all accounts, with passwords if any)
  • Sales and purchase registers, expense ledgers, fixed asset register
  • GST returns (GSTR-1, GSTR-3B) and GSTR-9 if applicable
  • TDS returns (24Q, 26Q) and TDS challans
  • Prior year audited financials, AOC-4, MGT-7A acknowledgements
  • Board minute book and statutory registers (members, charges, directors)
  • Active DIN and valid DSC for every director (MCA-registered)
  • PAN, Aadhaar, email, mobile number for every director (for DIR-3 KYC)
  • Loan and deposit details (for DPT-3 applicability check)
  • MSME supplier outstanding details (for MSME Form I applicability)

Common Challenges - and How Patron Solves Them

ChallengeImpactHow Patron Accounting Solves It
Confusion over small company classificationFounders assume "small company" means small business or MSME. Wrong form filed (MGT-7 vs MGT-7A) triggers rejection and re-filing with late fees.Patron runs the Section 2(85) classification check on intake using prior year audited P&L and capital structure, then files the correct return.
Missed DIR-3 KYC leading to DIN deactivationDirectors miss the 30 September deadline because nobody tracks it. DIN is deactivated; Rs 5,000 reactivation fee plus penalty disruption to all signings.Patron auto-schedules DIR-3 KYC for every director on the compliance calendar and sends reminders 30, 15, and 5 days before due date.
AOC-4 attachment rejection at MCA portalCommon rejection causes: unsigned financials, wrong director DSC, mismatched SRN sequence (MGT-7A filed before AOC-4).Patron checklist-runs every attachment, verifies DSC validity, and enforces strict AOC-4 before MGT-7A sequence under MCA V3 portal logic.
Late filing penalty accumulationAt Rs 100 per day per form with no cap, a 6-month delay on AOC-4 and MGT-7A costs Rs 36,500.Patron tracks every deadline on an automated calendar and files in the first half of the window, never the last week.

Government Fees and Patron Accounting Professional Charges

Fee ComponentAmount
Form AOC-4 (Government Filing Fee, share capital up to Rs 1 lakh)Rs 200 per filing
Form AOC-4 (Government Filing Fee, share capital Rs 1 - 5 lakh)Rs 300 per filing
Form AOC-4 (Government Filing Fee, share capital Rs 5 - 25 lakh)Rs 400 per filing
Form AOC-4 (Government Filing Fee, share capital Rs 25 lakh - 1 crore)Rs 500 per filing
Form AOC-4 (Government Filing Fee, share capital above Rs 1 crore)Rs 600 per filing
Form MGT-7A (Government Filing Fee, applicable to small companies)Rs 200 to Rs 600 per filing (capital slab based)
Form ADT-1 (Government Filing Fee)Rs 200 to Rs 600 per filing (capital slab based)
Form DIR-3 KYC (Government Filing Fee, on or before due date)Nil (free if filed by 30 September)
Form DIR-3 KYC (Late filing reactivation fee)Rs 5,000 per director (after due date)
Late filing additional fee (AOC-4 / MGT-7A)Rs 100 per day per form (no upper cap)
Patron Accounting Professional Fees - Essential Package (turnover up to Rs 1 crore)Starting from INR 35,000/yr (Excl. GST and Govt. Charges)
Patron Accounting Professional Fees - Standard Package (turnover Rs 1 to 10 crore)Starting from INR 45,000/yr (Excl. GST and Govt. Charges)
Patron Accounting Professional Fees - Comprehensive Package (turnover Rs 10 to 100 crore)Starting from INR 50,000/yr (Excl. 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 Small Company Annual Compliance consultation - Call +91 945 945 6700 or WhatsApp us. No-obligation assessment.

Annual Compliance Timeline (FY 2025-26)

StageEstimated Timeline
Books finalisationApril - May 2026 (Section 128, Companies Act, 2013)
Audit completionAugust 2026 (Section 143, Companies Act, 2013)
Annual General MeetingBy 30 September 2026 (Section 96, Companies Act, 2013)
Form ADT-1Within 15 days of AGM (Section 139 + Rule 4)
Form AOC-4Within 30 days of AGM (Section 137 + Rule 12)
Form MGT-7AWithin 60 days of AGM (Section 92 + Rule 11)
Form DIR-3 KYCBy 30 September annually (Rule 12A, DIR Rules 2014)
Form DPT-3 (if applicable)By 30 June annually (Rule 16, Deposit Rules 2014)
MSME Form I (if applicable)30 October and 30 April (half-yearly) (S.O. 5622(E))
ITR-6 (companies with audit)31 October 2026 (Section 139(1), Income Tax Act, 1961)

Important: For FY 2024-25, MCA General Circular No. 08/2025 extended the AOC-4 and MGT-7A filing window to 31 January 2026. For FY 2025-26, the standard 30/60-day post-AGM windows apply unless a similar circular is issued. Always confirm the current notification at mca.gov.in before filing.

Key Benefits

Why Founders Choose Patron Over DIY or Online Platforms

Partner-CA Review on Every Filing

Not a junior associate signing off. Your AOC-4, MGT-7A, and ITR-6 are reviewed by a Chartered Accountant before submission. Director liability under Sections 92, 137, and 164 is materially reduced.

Same-Day Query Response

Lower query-to-CA ratio means your questions land with a named partner CA, not a ticket queue. Most queries are answered the same day.

Automated Compliance Calendar

Every due date for your company is tracked centrally. DIR-3 KYC, AOC-4, MGT-7A, DPT-3, MSME Form I - all flagged 30, 15, and 5 days before due date.

MCA-Direct Submission and Accountability

We file directly via the MCA V3 portal and own the outcome. If a filing is rejected or a penalty is levied due to our error, we cover it.

Four Physical Offices Across India

Pune, Mumbai, Delhi, and Gurugram. Your partner CA is reachable by name, not a customer support email. Founder visits welcome.

Investor and Banker Readiness

Clean MCA filings, properly maintained registers, and signed minutes are the first artefacts checked in any due diligence. Reactive cleanups during a fundraise cost 5 to 10 times more than year-round compliance.

Trusted by Founders Across India

10,000+ Businesses Served | 4.9 Google Rating | 50,000+ Documents Filed | 15+ Years

In FY 2024-25, Patron filed 1,200+ MGT-7A returns and 1,400+ AOC-4 filings with a 100% on-time rate. Zero penalty incidents attributable to Patron error. Our clients range from solo-founder OPCs to growing private limited companies approaching the Rs 100 crore turnover threshold.

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 across India.

"Professionalism, attention to detail, and timely communication made the process smooth." - Subhendu Mishra (Google Review)

"Using Patron Accounting for all my accounting, ITR, and GST services for 3 years now." - Client Google Review

Patron vs Online Platforms vs DIY: Compliance Comparison

ParameterPatron Accounting (Rs 35,000-50,000)Online Platform (Rs 7,000-12,000)DIY (Founder Files)
Who reviews filingsPartner Chartered AccountantJunior associate / paralegalFounder
Compliance calendarAutomated, client-specific, 30/15/5 day alertsGeneric remindersManual (Excel)
Query response timeSame day, named partner CA24-72 hours via ticketN/A
Penalty coverageCovered for Patron-caused errorsExcluded by termsFounder absorbs
MCA portal submissionPatron - direct via MCA V3Platform - generic DSCFounder
Tax audit (if applicable)Bundled in Standard packageOften extraHire separately
Physical officesPune, Mumbai, Delhi, GurugramNone or single cityNone
Filing accuracy track recordRejection rate under 1%Rejection rate 8-15%Variable
ITR-6 reviewed by CAAlways, before submissionSometimesSelf

Related Patron Services

Small company annual compliance often connects to other filings and registrations. Use these companion services to keep your full compliance stack with one firm:

Legal Framework: Acts, Sections, and Penalties

Governing Legislation

  • Companies Act, 2013 - master statute governing all private companies. Read the full text at India Code.
  • Companies (Specification of Definitions Details) Rules, 2014 - Rule 2(1)(t) defines small company thresholds.
  • Companies (Management and Administration) Rules, 2014 - Rule 11 governs MGT-7 / MGT-7A filing.
  • Companies (Accounts) Rules, 2014 - Rule 12 governs AOC-4 filing.
  • Income Tax Act, 1961 - Section 139 ITR filing, Section 44AB tax audit.

Key Sections

  • Section 2(85) - definition of "small company" (read with Rule 2(1)(t) post G.S.R. 880(E) dated 1 December 2025).
  • Section 92 - annual return filing obligation; small companies file MGT-7A.
  • Section 137 - financial statement filing obligation via AOC-4.
  • Section 173(5) - small companies need only two board meetings per financial year (vs four for regular companies), with at least 90 days between meetings.
  • Section 446B - reduced penalty: small companies and OPCs pay one-half of the penalty applicable to a regular company; company penalty capped at Rs 2 lakh, officer penalty capped at Rs 1 lakh.
  • Section 139(2) - small companies are exempt from mandatory auditor rotation.

Penalty Schedule

  • Late AOC-4 filing: Rs 100 per day per form, no upper cap (Rule 12 + Section 137(3)).
  • Late MGT-7A filing: Rs 100 per day per form, no upper cap (Rule 11 + Section 92(5)).
  • Missed DIR-3 KYC: Rs 5,000 plus DIN deactivation until refiled (Rule 12A, DIR Rules 2014).
  • Non-filing for three consecutive years: director disqualification under Section 164(2).
  • Strike-off proceedings under Section 248 if returns not filed for two or more years.

Small Company Exemption Matrix

Compliance ItemSmall CompanyRegular Pvt Ltd
Annual return formMGT-7A (abridged)MGT-7
Cash flow statementNot mandatoryMandatory
Board meetings per year2 (min gap 90 days, Section 173(5))4 (max gap 120 days)
CARO 2020 applicabilityNoYes
Auditor rotation (Section 139(2))ExemptYes - 5/10 year cap
Penalty under Section 446BHalf (capped Rs 2 lakh / Rs 1 lakh)Full
Director signing of board reportOne director sufficientTwo directors required

Always cross-check current notifications at the MCA portal and the latest Official Gazette publication before filing.

Frequently Asked Questions

Common questions founders, directors, and CFOs ask about small company annual compliance under Section 2(85) of the Companies Act, 2013.

Quick Answers

What qualifies as a small company in 2026? Private company with paid-up capital up to Rs 10 crore AND turnover up to Rs 100 crore.

When is the AGM due? By 30 September every year (within 6 months of FY end on 31 March).

When is AOC-4 due? Within 30 days of AGM (typically by end of October).

When is MGT-7A due? Within 60 days of AGM (typically by end of November).

What does Patron charge? Rs 35,000 (Essential) to Rs 50,000 (Comprehensive) per year, fixed fee.

What if I miss a filing? Rs 100 per day per form for AOC-4 and MGT-7A, no upper cap. Three consecutive years of non-filing triggers director disqualification.

Chhoti company ke liye annual compliance kya hota hai? Section 2(85) ke under jo private company chhoti company kehlati hai (paid-up capital Rs 10 crore tak aur turnover Rs 100 crore tak), uska annual compliance regular Pvt Ltd se lighter hota hai. MGT-7A file karna padta hai, sirf 2 board meetings rakhni padti hain, aur CARO 2020 applicable nahi hota. Lekin AOC-4, audit, ITR-6 aur DIR-3 KYC same rehte hain.

Small company ka compliance package kitne ka aata hai? Patron Accounting ka small company annual compliance bundle Rs 35,000 se Rs 50,000 ke beech fixed fee hai - turnover ke hisab se package decide hota hai. Isme ROC filings, audit, ITR-6, DIR-3 KYC, aur statutory registers sab cover hote hain. Koi per-form billing nahi.

Deadline Urgency: FY 2025-26

For the financial year ending 31 March 2026, the AGM deadline is 30 September 2026. AOC-4 follows within 30 days and MGT-7A within 60 days. Director KYC (DIR-3 KYC) for every director is due by 30 September 2026. Missing any of these triggers Rs 100 per day per form penalty (no cap) and the risk of DIN deactivation for missed KYC.

Start the audit by August to avoid a last-week scramble at the MCA portal. The first MCA V3 portal slot rejection costs another 7-10 days of rework - days that turn into Rs 700-1,000 of additional penalty per form.

Lock in your slot now - Call +91 945 945 6700 or WhatsApp our team. We typically take a maximum of 25 new small company engagements per filing cycle.

Ready to Outsource Your Annual Compliance?

Small company annual compliance under Section 2(85) of the Companies Act, 2013 is lighter than regular private company compliance - but it is not optional. MGT-7A, AOC-4, ADT-1, DIR-3 KYC, and ITR-6 must be filed every year, with penalties at Rs 100 per day per form and director disqualification risk for three-year defaults.

Patron Accounting bundles the full year of small company compliance at a transparent fixed fee of Rs 35,000 to Rs 50,000, with partner-CA review on every filing, automated calendar tracking, and direct MCA V3 portal submission. Our team is on hand at offices in Pune, Mumbai, Delhi, and Gurugram, with the same partner CA accessible to your founder team year-round.

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Content Created: 12 May 2026  |  Last Updated: 12 May 2026  |  Next Review: 12 November 2026  |  Reviewed By: CA & CS Team, Patron Accounting LLP

This page is reviewed every 6 months and immediately on any MCA amendment to small company thresholds (Section 2(85), Rule 2(1)(t)) or change in AOC-4 / MGT-7A / DIR-3 KYC due dates. Last cross-checked against the MCA V3 portal, India Code, and the Official Gazette.

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