Pvt Ltd Annual Compliance: The Complete FY Guide

A Private Limited Company is the most credible structure an Indian founder can operate through — and the most demanding. The credibility comes precisely from the obligations: audited accounts, board meetings, statutory registers, filings that arrive on a fixed calendar whether or not you traded a single rupee this year. This guide walks through a full financial year of Pvt Ltd compliance in the order it actually happens, so you can see what's coming rather than reacting to it.

The one idea that changes how you plan the year

Almost every annual obligation a Private Limited Company owes is anchored to two dates: the close of the financial year on 31 March, and the date you actually hold your Annual General Meeting. Get the AGM scheduled early and the rest of the calendar falls into place behind it. Let the AGM drift and you compress your audit, your ROC filings and your income tax return into the same few weeks — which is where mistakes and late fees come from.

The second thing worth internalising: dormancy is not an exemption. A company with zero revenue, zero employees and no bank activity still owes an audit, still owes its ROC filings, still owes a return. Founders who incorporate early and start operations later are the group most often caught out by this, and the penalties accrue silently in the background until someone tries to close the company or raise a round.

April to June: closing the books and getting audit-ready

The financial year ends on 31 March, and the first quarter of the new year is where you convert twelve months of transactions into a set of financial statements your auditor can sign. If your bookkeeping has been current all year, this is a short exercise. If it hasn't, this is where the year goes wrong — which is the practical argument for monthly bookkeeping over an annual catch-up scramble.

What needs to be in place before your statutory auditor can begin:

• Bank reconciliations completed for every account through 31 March.
• A fixed asset register with depreciation computed under the Companies Act schedule.
• Debtors and creditors ageing, with balance confirmations where material.
• Closing stock valuation, if you hold inventory.
• Related-party transactions identified and documented — this is a disclosure requirement, not an optional note.
• Statutory dues (TDS, GST, PF, ESI) reconciled against what was actually deposited.

This last point catches more companies than any other. Your books may show TDS deducted correctly, but if the challans don't match the returns filed, the auditor will flag it and the mismatch surfaces again at income tax assessment. Reconciling TDS filings and GST returns against the books before audit begins saves a full revision cycle later.

The statutory audit itself

Every Private Limited Company must have its accounts audited by a practising Chartered Accountant, regardless of turnover. There is no small-company exemption from audit in India, though small companies do get relief on some other requirements such as cash flow statement preparation and the frequency of certain filings.

The auditor is appointed by the members and their appointment is itself a filing — Form ADT-1 — made after the AGM at which they are appointed. First auditors are appointed by the board shortly after incorporation. Subsequent appointments typically run for a five-year term ratified at the AGM. If you've never filed an ADT-1, that's a gap worth closing before anything else.

The cost of annual compliance is predictable and modest. The cost of catching up on three years of missed compliance — with additional fees accruing daily and directors potentially disqualified — is neither.

The Annual General Meeting

A Private Limited Company must hold an AGM each year, and for companies past their first year the meeting must be held by 30 September following the close of the financial year. The gap between two AGMs cannot exceed fifteen months. A newly incorporated company gets a longer runway for its first AGM, measured from the end of its first financial year.

The AGM is where members adopt the audited financial statements, appoint or ratify the auditor, declare any dividend, and deal with directors liable to retire by rotation. Practically, it means notice served to every member and the auditor within the statutory period, a properly drafted agenda, and minutes recorded and signed within the prescribed window. These minutes are not a formality — they are the evidence that your governance actually happened, and they are exactly what a diligence team asks for during a fundraise.

Board meetings across the year

Separate from the AGM, the board must meet a minimum number of times each financial year, with a maximum permitted gap between consecutive meetings. Small companies and OPCs get a relaxed cadence. Each meeting needs notice, quorum, an agenda, and signed minutes maintained in the minute book.

Founders often treat board meetings as paperwork to backfill later. That works right up until an investor's counsel asks for three years of minutes and finds them all drafted in the same font on the same afternoon. Running the meetings properly as you go is cheaper than reconstructing them, and it is one of the things we look at first in data room preparation.

The ROC filings

Two filings form the core of the annual ROC cycle, and both are pegged to the AGM date:

Late filing of AOC-4 or MGT-7 attracts an additional fee of ₹100 per day, per form, with no upper limit. There is no waiver mechanism and no cap, so a filing that sits a year late costs many multiples of the base fee. DIR-3 KYC has its own consequence: miss it and the director's DIN is deactivated, which blocks every other filing that requires their signature until it's reinstated with a fee.

Depending on your circumstances, other event-based forms may also be due during the year — allotment of shares, change in registered office, charge creation on borrowings, resignation or appointment of a director. These aren't annual, but they carry their own tight deadlines from the date of the event. Our ROC and annual filings service tracks both the calendar and the event-driven ones.

Income tax: the return and everything around it

A company files its income tax return on Form ITR-6, and unlike individuals, companies must file regardless of whether they earned any income. Companies subject to transfer pricing provisions get a later due date; most domestic companies file by the standard corporate due date, which falls after the audit is complete.

Two things sit alongside the return and are frequently forgotten. First, advance tax — companies are required to pay estimated tax in instalments across the year, and shortfalls attract interest. Profitable companies that only think about tax at filing time end up paying that interest unnecessarily. Second, the tax audit under Section 44AB, which applies once turnover crosses the prescribed threshold and is separate from your statutory audit.

If your company has DPIIT recognition and has claimed the startup tax holiday, the conditions attaching to that claim need to be satisfied and evidenced in the year you claim it — see our note on DPIIT recognition for what that involves.

Registers and records you're required to maintain

Beyond filings, the Companies Act requires a Private Limited Company to maintain statutory registers at its registered office. These include the register of members, register of directors and key managerial personnel, register of charges, and register of contracts in which directors are interested. Minutes of board and general meetings must be kept in bound or prescribed form. Books of account must be preserved for the statutory retention period.

None of this is difficult to maintain from day one. All of it is painful to reconstruct three years later, and incomplete registers are one of the most common findings in pre-investment diligence.

What good looks like in practice

Companies that handle annual compliance well tend to do the same four things:

• Close monthly. Books reconciled every month means the year-end close takes days, not weeks.
• Fix the AGM date early. Work backwards from it to set the audit timeline and ROC deadlines.
• Run governance in real time. Board meetings held and minuted as they happen, not reconstructed.
• Keep one calendar. Every obligation your specific registrations create, in one view, reviewed monthly.

If you're setting up now, most of this is easier to get right from the beginning than to retrofit — worth reading alongside our guide to private limited company registration. If you're already a few years in and unsure where you stand, a compliance health check will tell you quickly: what's filed, what's missing, and what the catch-up actually costs.

Our compliance service covers the full annual cycle for Private Limited Companies — audit coordination, ROC filings, income tax, and the registers in between. You can see what that costs on our pricing page, or talk to us and we'll map your specific obligations first.