An Indian private limited company has a fixed yearly rhythm of corporate-law filings with the Registrar of Companies (ROC), income tax filings and, if foreign money is involved, RBI reporting. India private limited company compliance is mostly predictable, which is why missed dates are so costly: additional filing fees, notices from the Registrar and penalty proceedings all follow from delay. This guide covers a company with a 31 March year-end, the most common pattern for subsidiaries of U.S. and Canadian groups.
What does India private limited company compliance include each year?
| Task | Form or filing | When |
|---|---|---|
| Board meetings | Minutes | At least four a year, no more than 120 days apart |
| Annual general meeting | Notice and minutes | Within six months of year-end |
| Financial statements | AOC-4 and linked forms | Within 30 days of the AGM |
| Annual return | MGT-7 or MGT-7A | Within 60 days of the AGM |
| Auditor appointment | ADT-1 | Shortly after appointment (15 days under the audit rules) |
| Director KYC | DIR-3-KYC-WEB | 30 June, every third financial year |
| Income tax return | ITR-6 | See the dates below |
| Foreign investment reporting | FLA return on FLAIR | 15 July |
The Companies Act lets a first AGM fall within nine months of the first year-end, and no more than 15 months may pass between two AGMs. A private company must also have at least two directors, one of whom stays in India for 182 days or more in the year.
How the ROC filing sequence works
- Appoint or re-appoint the auditor and file ADT-1. The MCA's own FAQ notes that AOC-4 asks for the SRN of an approved ADT-1 for the same financial year, so ADT-1 comes first.
- Prepare the signed financial statements with the board's report and auditor's report.
- File AOC-4 and its linked forms. Linked filings can include AOC-1 (subsidiaries and associates), AOC-2 (related-party contracts), CSR-2 (for FY 2024-25 onwards, where CSR applies), and extracts of the board's and auditor's reports.
- File MGT-7 or MGT-7A. The MCA raised the "small company" limits to paid-up capital of Rs 10 crore and turnover of Rs 100 crore, and a small company files the abridged MGT-7A. A holding or subsidiary company is not treated as small, so a wholly owned subsidiary of a U.S. or Canadian parent normally files MGT-7. Small-company status is tested when the form is filed.
- Upload the DSC-signed PDF within 15 days of SRN generation and pay the fee, or the SRN is cancelled.
If the AGM is not held, the annual return is still due 60 days from the date the AGM should have been held.
Director KYC: now every three years
The MCA's FAQ says every individual holding a DIN on 31 March must file DIR-3-KYC-WEB by 30 June of every third consecutive financial year. A director who filed for FY 2025-26 does not need another KYC filing until April to June 2028 unless details change. A change of mobile number, email or residential address must be reported within 30 days. Foreign directors who hit OTP problems are told to raise a ticket with the MCA helpdesk.
Income tax, TDS, GST and FEMA alongside the ROC cycle
For income earned in FY 2025-26 (AY 2026-27), the Income-tax Act, 1961 still applies. A CBDT press release dated 28 September 2026 moved the return due date for audit-category assessees, which include companies, from 31 October to 21 November 2026, and the tax audit report date from 30 September to 21 October 2026. Companies with international or specified domestic transactions keep 30 November 2026, and their Form 3CEB date is 31 October 2026. From tax year 2026-27 the Income-tax Act, 2025 applies, with new form numbers.
Other recurring duties sit in separate guides: TDS and TCS, advance tax, GST returns and FDI and FEMA reporting.
Documents and information you need
- Audited financial statements, board's report and the auditor's report, all signed by the authorised directors
- Minutes of board meetings and the AGM, plus the attendance register
- Shareholder list with gender and holding details, which the MGT-7 forms ask for
- A valid digital signature certificate (DSC) associated with the MCA business user, as the MCA requires for signing
- Related-party contract details, CSR data if applicable, and the ADT-1 SRN
- For foreign-owned companies, the investor's details and the FC-GPR or FC-TRS records behind the share register
Deadlines and penalties in practice
The MCA waived additional fees for FY 2024-25 filings only until 31 January 2026, and that window has closed, so assume ordinary additional fees now apply to late filings. The Registrar can also start penalty proceedings against the company and officers in default. Because every date after the AGM is measured from it, a late AGM compresses the whole year.
A worked example
A Pune subsidiary of a Chicago-area parent holds its AGM on 29 September 2026. AOC-4 is due by 29 October 2026 and MGT-7 by 28 November 2026. ADT-1 should already be approved. The company has related-party service fees, so it also files Form 3CEB by 31 October 2026 and its income tax return by 30 November 2026. In July 2027 it files the FLA return because it has foreign investment.
Mistakes to avoid
- Treating the AGM date as flexible: it sets every later ROC date
- Filing MGT-7A for a subsidiary that does not qualify as small
- Forgetting that DIR-3 KYC is personal to each director, including foreign directors
- Skipping ADT-1 and then finding AOC-4 will not submit
- Mixing up the old 1961 Act forms and the new 2025 Act forms in the same year
How we can help
From our Aurora, Illinois firm we handle the U.S. reporting that follows an Indian subsidiary, and we coordinate with your Indian Chartered Accountant so ROC, income tax and U.S. filings agree. We do not prepare Indian filings or appear before Indian authorities. See business tax returns and planning and foreign account and asset reporting. Browse the full India: Tax and Compliance section.
Frequently asked questions
What is the AOC-4 and MGT-7 due date?
AOC-4 is due within 30 days of the AGM and MGT-7 within 60 days of the AGM. For a 31 March year-end with an AGM on 30 September, those dates fall on 30 October and 29 November.
Does a wholly owned subsidiary file MGT-7A?
Usually not. The abridged form is for One Person Companies and small companies, and a holding or subsidiary company is excluded from the small-company route.
How often must a director file DIR-3 KYC?
Every third consecutive financial year, by 30 June, plus within 30 days of any change of mobile number, email or address.
What happens if the AGM is delayed?
The annual return is still due 60 days from the date the AGM should have been held. Late fees and penalty proceedings can follow, so talk to your Indian CA or company secretary early.
Do I file both Indian and U.S. returns for the same company?
Yes. The company files Indian returns, and the U.S. owner files information returns such as Form 5471 under U.S. law.
Official sources
- MCA: Commonly asked questions on annual filing forms
- MCA: FAQs on DIR-3-KYC-WEB
- Companies Act, 2013 (MCA copy)
- Income Tax Department: Press release on extended due dates for AY 2026-27
- Income Tax Department: FAQs on interplay and transition to the Income-tax Act, 2025
This page summarizes public guidance in plain language. If anything here differs from the official source, the official source controls.
General information only. It is not tax, legal, accounting or immigration advice for your situation, and rules change; confirm the current rules with the official source or a licensed professional in the relevant country.