Private limited company annual compliance 2026: forms, dates, fines

In short

Every company, even one with no business, has its accounts audited and files AOC-4 (financial statements) and MGT-7 or MGT-7A (annual return) every year.
For FY 2025-26 the AGM was due by 30 September 2026, but MCA allows AOC-4 until 31 December 2026 and MGT-7 / MGT-7A until 31 January 2027 without additional fees (General Circular 05/2026).
Other yearly items: DPT-3 by 30 June, MSME Form I by 30 April and 31 October when small suppliers are owed for more than 45 days, DIR-3 KYC once every three years by 30 June, and the income tax return (21 November 2026 for FY 2025-26).
Late MCA forms cost ₹100 a day each in additional fees, and the penalty for a late annual return or accounts is ₹10,000 plus ₹100 a day, up to ₹2 lakh for the company and ₹50,000 for each officer.
Not filing accounts or annual returns for three continuous years disqualifies the directors for five years.

The yearly calendar

For a financial year that ends on 31 March
When	What	Form
First board meeting of the year	Each director discloses his or her interests in other companies and firms	MBP-1
30 April	Amounts owed to micro and small suppliers for more than 45 days (October to March)	MSME Form I
30 June	Deposits and money received that is not a deposit (such as loans from directors), as on 31 March	DPT-3
30 June, every third year	KYC of every director	DIR-3 KYC
30 September	Annual general meeting (within six months of the year end)	-
Within 15 days of the AGM	Auditor appointed for five years (when appointed or re-appointed)	ADT-1
Within 30 days of the AGM	Financial statements	AOC-4
31 October	Amounts owed to micro and small suppliers for more than 45 days (April to September)	MSME Form I
31 October	Income tax return (companies are audited)	ITR-6
Within 60 days of the AGM	Annual return	MGT-7 (MGT-7A for small companies)

FY 2025-26: MCA General Circular 05/2026 (24 October 2026) lets AOC-4 be filed until 31 December 2026 and MGT-7 or MGT-7A until 31 January 2027 without additional fees. The AGM date was not extended, and a form filed after those dates pays fees from the original due date. The income tax return date was extended to 21 November 2026 (CBDT Circular 7/2026).

Board meetings, the AGM and director disclosures

Board meetings: the first within 30 days of incorporation, then at least four a year with no more than 120 days between two. A small company, a one person company and a start-up private company need one in each half of the calendar year, at least 90 days apart.
AGM: within six months of the end of the financial year (by 30 September); the first AGM within nine months of the end of the first financial year. A one person company does not hold one.
MBP-1: each director discloses interests at the first board meeting he or she attends, at the first board meeting of every financial year, and at the next meeting after any change.
DIR-8: a director declares that he or she is not disqualified before being appointed or re-appointed.

The auditor

First auditor: appointed by the board within 30 days of incorporation, until the first AGM. Filing ADT-1 for the first auditor is not compulsory, though MCA recommends it.
At the first AGM the members appoint the auditor for five years (to the end of the sixth AGM), and the company files ADT-1 within 15 days of that AGM.
Every company's accounts are audited, whatever its size or turnover.

Small companies and XBRL

Since 1 December 2025 a private company is a small company when its paid-up capital is up to ₹10 crore and its turnover up to ₹100 crore (holding, subsidiary and Section 8 companies excluded). It needs only two board meetings a year and files the shorter annual return MGT-7A.
XBRL: AOC-4 is filed in XBRL by companies with paid-up capital of ₹5 crore or more or turnover of ₹100 crore or more (and listed and Ind AS companies). Small companies are not exempt, so a small company with ₹5 to ₹10 crore of paid-up capital files in XBRL. Once in XBRL, always in XBRL.

Other yearly returns

DPT-3 (by 30 June): filed by every company other than a government company, with the figures as on 31 March audited by the company's auditor. It reports deposits, money received that is not treated as a deposit (such as loans from directors or advances for supplies), or both.
MSME Form I: a company whose payments to micro or small suppliers go beyond 45 days from acceptance files a half-yearly return with the amounts due and the reasons for the delay: by 30 April (October to March) and by 31 October (April to September).
DIR-3 KYC: every director with a DIN files KYC once every three financial years, by 30 June, and reports a change in mobile number, e-mail or address within 30 days. A missed KYC deactivates the DIN until it is filed with a ₹5,000 fee.
Registers: the statutory registers (members, directors, charges and others) are kept up to date at the registered office. Not keeping the register of members can cost the company ₹3 lakh and each officer ₹50,000.
CSR applies only when, in the previous year, net worth was ₹500 crore or more, turnover ₹1,000 crore or more, or net profit ₹5 crore or more.
New companies also file INC-20A (commencement of business) within 180 days of incorporation.

Late filing and missed years

What goes wrong	Consequence
An MCA form filed late	Additional fee of ₹100 a day for each form, with no upper limit
Annual return not filed (section 92(5))	Penalty of ₹10,000 plus ₹100 a day, up to ₹2 lakh for the company and ₹50,000 for each officer in default
Financial statements not filed (section 137(3))	Penalty of ₹10,000 plus ₹100 a day, up to ₹2 lakh for the company; the managing director and CFO (or the directors) up to ₹50,000
No accounts or annual return for any three continuous years (section 164(2)(a))	Every director is disqualified for five years from being re-appointed there or appointed in any other company

No penalty is imposed when the overdue form is filed before, or within 30 days of, the adjudication notice; the additional fees still apply.
The Registrar can strike a company off the register when, among other grounds, it has not carried on business for the two previous financial years and has not applied for dormant status.

Questions people ask

Does a company with no business still have to file?

Yes. Every company has its accounts audited and files AOC-4 and MGT-7 or MGT-7A every year, along with its income tax return, even with no business. Missing three years in a row disqualifies the directors for five years.

What are the due dates of AOC-4 and MGT-7 for FY 2025-26?

AOC-4 is normally due within 30 days of the AGM and MGT-7 within 60 days. For FY 2025-26, MCA General Circular 05/2026 allows AOC-4 until 31 December 2026 and MGT-7 or MGT-7A until 31 January 2027 without additional fees.

What is the late fee for ROC filing?

₹100 a day for each form filed late, with no upper limit. On top, the penalty for not filing the annual return or financial statements is ₹10,000 plus ₹100 a day, up to ₹2 lakh for the company and ₹50,000 for each officer.

Does a small company need an audit?

Yes. Every company's accounts are audited. A small company (paid-up capital up to ₹10 crore and turnover up to ₹100 crore) gets other relief: two board meetings a year and the shorter annual return MGT-7A.

Who files DPT-3?

Every company other than a government company, by 30 June, reporting deposits or money received that is not treated as a deposit, such as loans from directors, as on 31 March, with the figures audited.

Is DIR-3 KYC still yearly?

No. From 31 March 2026 every director files DIR-3 KYC once every three financial years, by 30 June, and updates a change in mobile number, e-mail or address within 30 days.

Sources

Written from these official pages and notifications, checked on 4 Nov 2026. Rules change by notification: before you act, check the latest position or ask us.

General information, not legal or tax advice for your case. Parishrama Consulting Services is a private firm, not a government office.

Annual compliance for a private limited company: the yearly calendar