The Companies Act 2013 imposes a standard annual compliance cycle on every Pvt Ltd — irrespective of size, foreign / domestic ownership or revenue. The filings are not optional. Compounding late filings is possible but expensive; defaulting consistently leads to director DIN deactivation and ultimately company strike-off.
The full annual ROC calendar
| Filing | Form | Due date | What it covers |
|---|---|---|---|
| Statutory audit | — | By 30 Sep each year | Audited financial statements for the year ended 31 Mar |
| Annual General Meeting | — | Within 6 months of FY end (30 Sep) | Approve financials, declare dividend, reappoint auditors |
| Filing of financial statements | AOC-4 | Within 30 days of AGM (typically 30 Oct) | Audited financials filed with MCA |
| Annual return | MGT-7 | Within 60 days of AGM (typically 29 Nov) | Shareholding pattern, directors, key managerial personnel |
| Director KYC | DIR-3 KYC | On or before 30 Sep each year | Director's contact details refresh |
| Income tax return | ITR-6 | 30 Oct (audit cases) | Annual tax return |
| Tax audit report | Form 3CD | 30 Sep | Tax-specific audit for companies above turnover threshold |
| Transfer pricing report | Form 3CEB | 31 Oct | For international transactions with associated enterprises |
| Annual FLA Return | — | 15 Jul | Foreign Liabilities and Assets — RBI filing |
| GSTR-9 annual return | GSTR-9 | 31 Dec | GST annual reconciliation |
| GSTR-9C reconciliation | GSTR-9C | 31 Dec | GST audit reconciliation for companies above turnover threshold |
Statutory audit — mandatory from year 1
Every Pvt Ltd must have its financial statements audited by a Chartered Accountant in practice, regardless of size or revenue. The auditor is appointed at the AGM (or at the board meeting after incorporation for the first auditor). Audit must be complete before the AGM and the auditor's report must be tabled at the AGM.
Annual compliance calendar managed centrally
FastLegal's compliance consultant maintains the full annual calendar for your subsidiary — AOC-4, MGT-7, DIR-3 KYC, GST annual returns, FLA, and ITR filing dates. The calendar surfaces in your dashboard with each milestone tracked. We coordinate with your statutory auditor; you sign once a quarter at the milestone reviews.
AGM — what actually happens
The Annual General Meeting must be held within 6 months of the financial year end (i.e. by 30 September each year for the FY ending 31 March). For the first AGM after incorporation, it must be held within 18 months of incorporation or 9 months from FY end, whichever is earlier.
AGM agenda typically includes:
- Approval of audited financial statements.
- Declaration of dividend (if any).
- Appointment / reappointment of auditors.
- Appointment / reappointment of directors retiring by rotation.
- Any special business notified.
AGM can be conducted physically, virtually (since 2020 amendments) or hybrid. Foreign directors can attend by video conference.
Penalties for missing filings
- AOC-4 late filing — ₹100 per day per company, no upper cap.
- MGT-7 late filing — ₹100 per day per company, no upper cap.
- DIR-3 KYC late — ₹5,000 per director plus DIN deactivation until refiled.
- Audit not done — directors personally liable; company may be classified as non-compliant; loans / new business hindered.
- Persistent default (2+ years) — company can be struck off ROC register, directors disqualified for 5 years from being directors elsewhere.
What foreign owners commonly miss
- DIR-3 KYC — annual filing for every director. Foreign directors particularly miss it because they're not local. ₹5,000 per director + DIN deactivation.
- FLA Return — RBI annual filing by 15 July. Many foreign-owned subsidiaries miss this because it's RBI, not MCA. Late filing carries escalating fees.
- First AGM after incorporation — the special rule (within 18 months of incorporation OR 9 months of first FY end) catches new entities off guard.
- Auditor appointment delay — if the first auditor isn't appointed within 30 days of incorporation, the company is technically in default.
- GSTR-9 annual return — separate from the monthly GSTR-3B, easy to forget.
Frequently asked questions
Can we have a calendar-year accounting period instead of April-March?+
Only with prior approval from the Reserve Bank of India and the Income Tax Department. Almost no Indian companies do this — April-March is the default and simpler.
Do we need to file in Hindi too?+
No — English is acceptable for all MCA filings.
Can we use the same auditor as our foreign parent?+
Only if the auditor is a CA in practice registered in India. Big-four firms have Indian member-firms that can do both. Standalone foreign auditors cannot audit Indian companies.
What if we have zero transactions in a year?+
All annual filings still apply. Audit must be conducted on the nil financials; AOC-4 and MGT-7 must still be filed. Compliance burden is identical regardless of activity level.
Stop reading circulars. Start running clean payroll.
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