Startup Advisory

Annual Compliance Requirements for Private Limited Companies in India: The Complete Checklist

Lekha Editorial Team

CA-reviewed · Published 11 November 2024

Most founders underestimate the compliance load of running a Private Limited company in India until they face their first non-compliance penalty. A ₹200/day late fee on an AOC-4 filing that's 3 months late adds up to ₹18,000 — and that's before the ROC may reject the filing outright and require rectification. This checklist covers everything you need to stay compliant.

The Non-Negotiable Annual Filings

Annual General Meeting (AGM): every company must hold an AGM within 6 months of the end of the financial year (i.e., before 30 September for companies with a March 31 financial year-end). First AGM for a new company: within 9 months of financial year end.

AOC-4 (Financial Statements): must be filed within 30 days of the AGM. For most companies, this is before 30 October. AOC-4 includes the audited Balance Sheet, P&L, Directors' Report, and Auditor's Report. Late filing penalty: ₹200 per day per form.

MGT-7 (Annual Return): must be filed within 60 days of the AGM. For most companies, this is before 29 November. MGT-7 discloses shareholding pattern, directors, charges, and other statutory information.

Director KYC (DIR-3 KYC): every director who has a DIN must file DIR-3 KYC annually before 30 September. Non-filing results in DIN deactivation, which prevents the director from acting as a director of any company until filed with a late fee.

AGM: before 30 September (for March 31 FY end)
AOC-4: within 30 days of AGM (typically before 30 October)
MGT-7: within 60 days of AGM (typically before 29 November)
DIR-3 KYC: annually before 30 September for each director
DPT-3: for companies with deposits or outstanding loans, by 30 June each year

Tax Compliance Calendar

Advance Tax: companies must pay advance tax in four instalments — 15% of estimated liability by 15 June, 45% by 15 September, 75% by 15 December, and 100% by 15 March. Missing advance tax instalments triggers interest under Sections 234B and 234C.

TDS Returns: if you're paying salaries, rent, professional fees, or contractor payments above threshold amounts, you must deduct TDS at source and file quarterly TDS returns (Form 26Q for non-salary, 24Q for salary). Deadlines: July 31 (Q1), October 31 (Q2), January 31 (Q3), May 31 (Q4). TDS payments (challan) must be made by the 7th of the following month.

Income Tax Return (ITR-6 for companies): due October 31 for the previous financial year (extended to November 30 if tax audit applies). Companies with international transactions have a deadline of November 30.

GST Returns (if registered): GSTR-1 and GSTR-3B monthly by the 11th and 20th of the following month, or quarterly under the QRMP scheme.

Statutory Audit: Not Optional for Any Pvt Ltd

Every Private Limited company, regardless of turnover or whether it's actively trading, must have its accounts audited by a Chartered Accountant in practice. The audit must be completed before the AGM (since audited accounts are placed before shareholders at the AGM). The CA must be appointed at the first AGM and reappointed or changed every 5 years.

Common misconception: 'Our startup has no revenue, so we don't need an audit.' This is incorrect. The statutory audit requirement is triggered by company type (Pvt Ltd), not turnover. Zero-revenue companies still need audits, though in practice these are simple and cost ₹10,000–₹25,000.

The audit opinion directly affects the AOC-4 filing. If the auditor qualifies the accounts (issues a modified opinion), the directors must explain the qualifications in the Directors' Report. This is one reason why clean bookkeeping from month one reduces audit cost and complication significantly.

Key takeaway

The cost of staying compliant (₹40,000–₹80,000 per year for most startups) is far lower than the cost of rectifying non-compliance. Set up a compliance calendar in the first month of operation, and engage your CA and CS before deadlines approach — not after they've passed.

Frequently asked questions

What is the penalty for missing the AGM deadline?

Under Section 99 of the Companies Act, 2013, failing to hold the AGM on time can result in a fine of up to ₹1 lakh on the company and ₹1 lakh on every officer in default, plus an additional fine of ₹5,000 per day for a continuing default. The Registrar of Companies can also call the AGM itself if the company fails to hold it — the company bears the costs. In practice, the ROC is more likely to issue a notice requiring explanation and filing of the AGM documents than to immediately impose the maximum fine.

Can a startup change its financial year to something other than April to March?

Yes. A company can adopt a financial year different from the standard April–March cycle for its first financial year. Once adopted, it must be maintained. However, for most startups, keeping the standard April–March FY aligns with India's tax filing calendar and simplifies coordination with employees, investors, and the statutory auditor. Companies with foreign parent companies sometimes adopt the parent's financial year (e.g., calendar year) for consolidation convenience.

What happens if a startup misses its TDS payment deadline?

Missing the TDS payment (challan) deadline triggers interest at 1.5% per month from the date the TDS was deductible (not the date of payment) to the date of actual payment. Additionally, the expense on which TDS should have been deducted is disallowed under Section 40(a)(ia) — meaning the tax deduction for that expense is lost in that financial year. For startups with significant contractor or professional payments, TDS compliance failure can meaningfully increase the corporate tax bill.

Does a private limited startup in India need to file Form 15CA/15CB for payments to foreign vendors?

Yes, for payments to foreign vendors that are chargeable to tax in India and exceed ₹5 lakh. Form 15CA is a self-declaration filed online by the remitter, and Form 15CB is a CA certificate confirming the applicable tax rate and treaty provisions. Even for payments below ₹5 lakh, a Form 15CA may be required. Some categories of payments (like import payments, royalties where tax is deducted) are exempt. Check with your CA before making any significant foreign currency payment.

Is a company secretary mandatory for a private limited startup?

A whole-time Company Secretary (CS) is mandatory for companies with paid-up capital above ₹10 crore. Most early-stage startups are well below this threshold and don't need a full-time CS. However, many compliance tasks — Form filing, maintenance of statutory registers, certifying certain documents — require a CS's signature. Startups typically engage a CS firm on a retainer basis for ₹5,000–₹15,000 per month rather than hiring one full-time.

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