Private Limited Company Compliance: The Annual Calendar

A Jabalpur company incorporated in 2022 stopped filing after its first year. The accountant left and nothing appeared to happen. In the third year, three things arrived together: a notice in Form STK-1 proposing to strike the company off the register, a bank refusing to renew a facility because the filing status showed as inactive, and an email telling a director that his Director Identification Number had been deactivated.

Private limited company compliance under the Companies Act 2013 is mostly a calendar problem, not a legal one. The filings are few, the forms are fixed, and the deadlines never move. What makes the failures expensive is that the penalties run per day, they attach to directors personally as well as to the company, and none of them can be argued away later. This is the working calendar, what each filing is for, and what it costs to miss.

Three separate tracks, not one

Owners often treat private limited company compliance as one annual job handed to one professional. It is three tracks, with different regulators and different consequences.

• Companies Act filings with the Registrar of Companies through the MCA portal. Annual accounts, annual return, auditor appointment, director KYC, and event based forms.
• Income tax, including the tax audit report where Section 44AB applies, the corporate return in Form ITR-6, quarterly TDS returns and advance tax instalments.
• GST, where registered, with monthly or quarterly returns and the annual return.

A company can be fully paid up on its taxes and still be struck off for a missing MGT-7. The tracks do not cover for each other.

The annual calendar

Dates below assume a financial year ending 31 March, which is compulsory for almost every Indian company under Section 2(41).

Filing	What it is	Due
Form MSME-1	Half yearly return of dues outstanding to micro and small suppliers beyond 45 days	30 April for October to March
Form DPT-3	Return of deposits and of money received that is not a deposit	30 June
Annual general meeting	Adoption of accounts, appointment of auditor, declaration of dividend	Within six months of year end, so 30 September
Form DIR-3 KYC	KYC of every person holding a DIN as on 31 March	30 September
Form ADT-1	Intimation of auditor appointment	Within 15 days of the AGM
Form AOC-4	Audited financial statements, board report and auditor report	Within 30 days of the AGM
Form MSME-1	Half yearly return for the first half	31 October
Form MGT-7 or MGT-7A	Annual return	Within 60 days of the AGM

Two refinements matter. The first AGM of a newly incorporated company must be held within nine months of the close of its first financial year, and no AGM is needed in the year of incorporation. And Form MGT-7A is the short annual return prescribed for a One Person Company and a small company, in place of MGT-7.

A small company today means one with paid up share capital not exceeding Rs 4 crore and turnover not exceeding Rs 40 crore, subject to the exclusions in Section 2(85). The status is worth checking every year, because it changes the annual return form, the number of board meetings, the need for a cash flow statement, and the penalty exposure under Section 446B.

Board meetings and the meetings people skip

Section 173 requires a minimum of four board meetings in a calendar year, with a gap of not more than 120 days between two consecutive meetings. A small company and a One Person Company with more than one director may hold only two, one in each half of the calendar year, with a gap of not less than 90 days between them. The first board meeting has to be held within 30 days of incorporation.

Three items belong on the agenda of the first board meeting of every financial year and are the ones most often missed:

• Form MBP-1, each director’s disclosure of interest in other bodies corporate, firms and associations, under Section 184.
• Form DIR-8, each director’s declaration that he is not disqualified under Section 164.
• Approval of the auditor’s continuance and of the board report for the year gone by.

The financial statements must be signed by two directors, audited, and circulated to members at least 21 clear days before the AGM. A private company may hold its AGM anywhere in India if all members consent in advance in writing or electronically, which is a genuine relief for companies whose shareholders are scattered.

Event based forms, where most defaults actually happen

The annual forms are usually remembered. These are not, and each has a 30 day fuse.

• Form INC-20A, declaration of commencement of business, within 180 days of incorporation. Until it is filed the company cannot borrow or commence business.
• Form INC-22 for a change of registered office.
• Form DIR-12 for the appointment, resignation or change in designation of a director. A resigning director can also file DIR-11 himself, which is worth doing when the company is uncooperative.
• Form PAS-3, return of allotment, after any issue of shares.
• Form SH-7 for an increase in authorised capital.
• Form CHG-1 for the creation or modification of a charge. Late filing here is expensive and, past the outer window, the charge can be lost.
• Form MGT-14 for special resolutions.
• Form BEN-2, on receipt of a declaration of significant beneficial ownership in Form BEN-1.

Two further requirements affect record keeping rather than filing. Companies must maintain their books in accounting software with an audit trail feature that records every edit and cannot be disabled, and the auditor is required to report on it. Separately, Rule 9B of the Companies (Prospectus and Allotment of Securities) Rules 2014 now requires every private company other than a small company to hold and issue its securities in dematerialised form, which means obtaining an ISIN, appointing a registrar and transfer agent, and getting demat accounts opened for every shareholder. Crossing the small company thresholds is what pulls a company into that obligation, so the paid up capital and turnover check is not academic.

The statutory registers under Sections 85, 88, 170 and 189 sit in the same category. They are rarely inspected until there is a dispute, and then they decide it. A member who is denied inspection of the register of members, or who finds that minutes were written up to support a decision he never heard about, is halfway into the kind of petition described in our note on oppression and mismanagement before the NCLT.

What non-filing costs

The additional fee for late filing of AOC-4 and MGT-7 is Rs 100 per day per form, and it has no ceiling. A form eighteen months late carries more than five lakh rupees of additional fee on its own.

On top of that sit the statutory penalties. Section 137(3) penalises the company for failure to file financial statements, with a further amount for each day of continuing default and separate liability on the managing director, the chief financial officer and the directors. Section 92(5) does the same for the annual return. Section 99 covers failure to hold an AGM, and Section 172 supplies a residual penalty where no specific one is prescribed. A small company gets the benefit of Section 446B, which halves the penalty within prescribed caps.

The consequence that ends careers rather than budgets is Section 164(2). A director of a company that has not filed financial statements or annual returns for any continuous period of three financial years is disqualified for five years, and under Section 167 his office in other companies falls vacant as well. One dormant company can take a director off the boards of every active company he sits on.

Finally, Section 248 lets the Registrar strike off a company that has not carried on business for the two immediately preceding financial years and has not applied for dormant status under Section 455. Restoration is possible under Section 252, by appeal to the National Company Law Tribunal within three years of the Registrar’s order, or by an application in the wider window that section allows where the name was struck off by notice in the Official Gazette. Restoration is slower and costlier than the filings that would have avoided it.

If you are already behind

Restoring private limited company compliance after a long lapse is mechanical work, and the order matters:

1. Reconstruct the accounts year by year. You cannot file AOC-4 for year three without years one and two.
2. Get the audit completed for each pending year, with a properly appointed auditor and an ADT-1 trail.
3. Hold and minute the board meetings and the AGMs, dated correctly, and file the resolutions that need MGT-14.
4. File AOC-4 and MGT-7 for the oldest year first, and budget for the per day additional fee.
5. Regularise every DIN through DIR-3 KYC before the annual forms are attempted, because a deactivated DIN blocks signing.
6. If an STK-1 notice has already issued, respond to it within the time stated rather than filing quietly and hoping.

Where an application to the Tribunal, an adjudication before the Registrar or a compounding application is needed, that is a separate proceeding with its own timeline, and it sits inside our corporate and commercial work. One filing on the calendar deserves a second look for any company that buys from small suppliers, because Form MSME-1 depends on the same 45 day rule that gives those suppliers the recovery route set out in our guide to MSME Samadhaan and delayed payments.

This note is general information on the Companies Act 2013 and the rules under it, not legal advice on any specific company. Forms, thresholds and fee schedules are revised from time to time, and the correct treatment of a lapse depends on how long it has run and what else was filed meanwhile. To discuss a particular default or a restoration, please write to us through the contact page.