Annual Compliances for a Private Limited Company in India

Annual Compliances for a Private Limited Company in India. Private Limited Companies are the most common business structure in India because they combine limited liability protection with operational flexibility. However, once incorporated, every company must comply with a host of statutory and regulatory requirements under the Companies Act, 2013, the Income Tax Act, 1961, FEMA/RBI guidelines, and other allied laws.
Annual compliances are not just a matter of legal formality and they establish the company’s governance credibility, safeguard directors from personal liability, and improve investor confidence, especially during IPOs, fundraising, or takeover due diligence.
Below is a comprehensive guide to annual compliances for a Private Limited Company (with notes on exemptions/relaxations for Small Companies):-
Board Meetings

Requirement: As per Section 173, every company must hold a minimum of 2 board meetings in a year.

For Small Companies: At least 1 meeting in each half of the year with a gap of 90 days.

Why Important: Ensures collective decision-making is documented; minutes are key evidence in litigation or diligence.

Maintenance of Statutory Registers
Companies must maintain registers such as:

Why Important: These registers are the backbone of company records and must be produced before ROC/inspectors when demanded.
Minutes Book and Records

All Board and General Meeting proceedings must be recorded, signed, and maintained in bound books and records.

Why Important: Validates compliance with Secretarial Standards (SS-1 & SS-2) and protects against future disputes.

Director-Related Compliances

DIR-2: Consent to act as Director filed at the time of appointment.

DIR-8: Annual disclosure of non-disqualification.

MBP-1: Disclosure of interest in other entities at first Board Meeting each year.

DIR-3 KYC: Mandatory annual KYC for all directors with DIN.

Why Important: Prevents disqualified directors from acting; ensures transparency in Board decisions. Non-compliance can freeze DINs and invalidate filings.
MSME-1 Filing

Half-yearly return for outstanding payments to MSME vendors beyond 45 days.

Why Important: Protects small enterprises and ensures corporate accountability in payments.

PAS-6 Filing (if ISIN obtained)

Half-yearly Reconciliation of Share Capital for companies with dematerialised shares.

Why Important: Ensures accuracy of issued vs. dematerialised shares a critical diligence checkpoint.

Dematerialisation of Securities (Rule 9B, 2023 Amendment)

Applicable to private companies (other than small/producer cos.) with Paid-up ≥ Rs.4 Cr or Turnover ≥ Rs.40 Cr as of 31st March 2023.

Timeline to comply: within 18 months (extended till 30 June 2025).

Why Important: Aligns companies with the demat regime, improves transparency, and avoids ROC penalties.

DPT-3 Filing (Deposit Returns)

Deposit Items: Filing for deposits accepted.

Non-Deposit Items: Filing for transactions treated as “not deposits” (loans, debentures, etc.).

Due Date: 30th June every year.

Why Important: Allows ROC to monitor borrowings and safeguard public money.

FEMA/RBI Filings

FLA Return: Foreign Liabilities and Assets to be filed by 15th July every year (even based on provisional accounts).

APR: Annual Performance Report for overseas investments (ODI).

Why Important: Non-filing is a FEMA violation, inviting penalties up to thrice the sum involved.

Annual General Meeting (AGM)

Every company (except OPC and small companies) must hold an AGM within 6 months from FY-end (but not beyond 9 months from incorporation for first AGM).

Why Important: Shareholder approval of financials, dividends, auditors, and governance policies.

Filing of Key Annual Forms

ADT-1: Appointment/reappointment of auditor (within 15 days of AGM).

AOC-4: Filing of audited financial statements, Board’s Report, Auditor’s Report.

MGT-7 / MGT-7A: Annual Return within 60 days of AGM.

CSR-2: For companies meeting CSR thresholds (Net Worth ≥ Rs.500 Cr OR Turnover ≥ Rs.1,000 Cr OR Net Profit ≥ Rs.5 Cr).

Why Important: These filings are the legal evidence of compliance. Delay attracts additional fees of Rs.100/day and penalties on officers.
Auditor-Related Compliances

Appointment of statutory auditor (Form ADT-1).

Resignation of auditor (Form ADT-3).

CARO Report (Sec. 143): Mandatory for certain categories.

Why Important: Independent audit enhances reliability of financials; CARO ensures disclosures on loans, frauds, and internal controls.

POSH Compliance & SHEBOX

Mandatory for companies with 10+ employees to constitute an Internal Complaints Committee (ICC).

Must file Annual POSH Report with the District Officer and also register on SheBox portal

Why Important: Non-compliance can attract penalties and reputational harm; also a key ESG parameter for investors.

Section 12 Compliance – Registered Office

Maintain proper name board, registered office, and ensure printing of CIN, address, and contact details on letterheads and emails.

Why Important: Legal recognition of office for notices and service of documents. Non-compliance attracts fines.

Website Compliances (if applicable)

Certain companies (like listed or CSR-applicable ones) must disclose policies, annual returns, CSR projects, etc., on their websites.

Why Important: Promotes transparency and is often checked in investor diligence.

Role of Compliance Calendar LLP
Compliance is not just filing forms it’s about aligning Board decisions, financial disclosures, RBI/FEMA filings, labour law requirements, and governance policies into a single traceable record.
Compliance Calendar LLP helps companies by:

Preparing a compliance tracker mapped to forms, resolutions, and due dates.

Filing all MCA, RBI, Income Tax, GST, MSME, and labour returns.

Rectifying historical non-compliances to make companies diligence-ready.

Providing end-to-end support during IPO, takeover, or fundraising due diligence.

Every Private Limited Company must treat annual compliances as part of its business discipline, not just as a statutory requirement. Regular monitoring, timely filings, and professional assistance ensure that the company remains in good legal standing, builds investor trust, and is always ready for growth opportunities.

Private Limited Companies are the most common business structure in India because they combine limited liability protection with operational flexibility. However, once incorporated, every company must comply with a host of statutory and regulatory requirements under the Companies Act, 2013, the Income Tax Act, 1961, FEMA/RBI guidelines, and other allied laws.

Annual compliances are not just a matter of legal formality and they establish the company’s governance credibility, safeguard directors from personal liability, and improve investor confidence, especially during IPOs, fundraising, or takeover due diligence.

Below is a comprehensive guide to annual compliances for a Private Limited Company (with notes on exemptions/relaxations for Small Companies):-

Board Meetings

Requirement: As per Section 173, every company must hold a minimum of 2 board meetings in a year.
For Small Companies: At least 1 meeting in each half of the year with a gap of 90 days.
Why Important: Ensures collective decision-making is documented; minutes are key evidence in litigation or diligence.

Maintenance of Statutory Registers

Companies must maintain registers such as:

Why Important: These registers are the backbone of company records and must be produced before ROC/inspectors when demanded.

Minutes Book and Records

All Board and General Meeting proceedings must be recorded, signed, and maintained in bound books and records.
Why Important: Validates compliance with Secretarial Standards (SS-1 & SS-2) and protects against future disputes.

Director-Related Compliances

DIR-2: Consent to act as Director filed at the time of appointment.
DIR-8: Annual disclosure of non-disqualification.
MBP-1: Disclosure of interest in other entities at first Board Meeting each year.
DIR-3 KYC: Mandatory annual KYC for all directors with DIN.

Why Important: Prevents disqualified directors from acting; ensures transparency in Board decisions. Non-compliance can freeze DINs and invalidate filings.

MSME-1 Filing

Half-yearly return for outstanding payments to MSME vendors beyond 45 days.
Why Important: Protects small enterprises and ensures corporate accountability in payments.

PAS-6 Filing (if ISIN obtained)

Half-yearly Reconciliation of Share Capital for companies with dematerialised shares.
Why Important: Ensures accuracy of issued vs. dematerialised shares a critical diligence checkpoint.

Dematerialisation of Securities (Rule 9B, 2023 Amendment)

Applicable to private companies (other than small/producer cos.) with Paid-up ≥ Rs.4 Cr or Turnover ≥ Rs.40 Cr as of 31st March 2023.
Timeline to comply: within 18 months (extended till 30 June 2025).
Why Important: Aligns companies with the demat regime, improves transparency, and avoids ROC penalties.

DPT-3 Filing (Deposit Returns)

Deposit Items: Filing for deposits accepted.
Non-Deposit Items: Filing for transactions treated as “not deposits” (loans, debentures, etc.).
Due Date: 30th June every year.
Why Important: Allows ROC to monitor borrowings and safeguard public money.

FEMA/RBI Filings

FLA Return: Foreign Liabilities and Assets to be filed by 15th July every year (even based on provisional accounts).
APR: Annual Performance Report for overseas investments (ODI).
Why Important: Non-filing is a FEMA violation, inviting penalties up to thrice the sum involved.

Annual General Meeting (AGM)

Every company (except OPC and small companies) must hold an AGM within 6 months from FY-end (but not beyond 9 months from incorporation for first AGM).
Why Important: Shareholder approval of financials, dividends, auditors, and governance policies.

Filing of Key Annual Forms

ADT-1: Appointment/reappointment of auditor (within 15 days of AGM).
AOC-4: Filing of audited financial statements, Board’s Report, Auditor’s Report.
MGT-7 / MGT-7A: Annual Return within 60 days of AGM.
CSR-2: For companies meeting CSR thresholds (Net Worth ≥ Rs.500 Cr OR Turnover ≥ Rs.1,000 Cr OR Net Profit ≥ Rs.5 Cr).

Why Important: These filings are the legal evidence of compliance. Delay attracts additional fees of Rs.100/day and penalties on officers.

Auditor-Related Compliances

Appointment of statutory auditor (Form ADT-1).
Resignation of auditor (Form ADT-3).
CARO Report (Sec. 143): Mandatory for certain categories.
Why Important: Independent audit enhances reliability of financials; CARO ensures disclosures on loans, frauds, and internal controls.

POSH Compliance & SHEBOX

Mandatory for companies with 10+ employees to constitute an Internal Complaints Committee (ICC).
Must file Annual POSH Report with the District Officer and also register on SheBox portal
Why Important: Non-compliance can attract penalties and reputational harm; also a key ESG parameter for investors.

Section 12 Compliance – Registered Office

Maintain proper name board, registered office, and ensure printing of CIN, address, and contact details on letterheads and emails.
Why Important: Legal recognition of office for notices and service of documents. Non-compliance attracts fines.

Website Compliances (if applicable)

Certain companies (like listed or CSR-applicable ones) must disclose policies, annual returns, CSR projects, etc., on their websites.
Why Important: Promotes transparency and is often checked in investor diligence.

Role of Compliance Calendar LLP

Compliance is not just filing forms it’s about aligning Board decisions, financial disclosures, RBI/FEMA filings, labour law requirements, and governance policies into a single traceable record.

Compliance Calendar LLP helps companies by:

Preparing a compliance tracker mapped to forms, resolutions, and due dates.
Filing all MCA, RBI, Income Tax, GST, MSME, and labour returns.
Rectifying historical non-compliances to make companies diligence-ready.
Providing end-to-end support during IPO, takeover, or fundraising due diligence.