Key Takeaways
- Every private limited company in India must hold an AGM by 30 September 2026 for FY 2025-26, file AOC-4 within 30 days of the AGM and MGT-7 within 60 days, regardless of turnover or activity.
- Auditor appointment intimation in Form ADT-1 is due within 15 days of the AGM.
- Each director must complete DIR-3 KYC annually by 30 September 2026 (Rs 5,000 late fee if missed).
- Minimum four board meetings a year, with no more than 120 days between consecutive meetings.
- Late filing of AOC-4 or MGT-7 attracts Rs 100 per day per form with no upper cap, plus risk of director disqualification under Section 164(2) after three consecutive years of default.
Running a private limited company in India means four or five non-negotiable ROC filings every year, most of which cluster between August and December around the AGM. Missing them does not just trigger late fees; consistent default can disqualify directors and strike the company off the ROC register. This guide walks through the full annual cycle for FY 2025-26 (AGM in 2026), the exact due dates, and the penalty exposure if you slip.
Annual General Meeting (AGM) Timeline
Under Section 96 of the Companies Act 2013, every private limited company other than a One Person Company (OPC) must hold an AGM each financial year.
| Scenario | AGM Due Date |
|---|---|
| Companies incorporated before April 1, 2025 (FY 2025-26) | On or before 30 September 2026 |
| Newly incorporated company (first AGM) | Within 9 months from the end of the first financial year |
| Gap between two AGMs | Not more than 15 months |
The AGM must be held during business hours (09:00 to 18:00), on a day that is not a national holiday, at the registered office or any place within the same city or town. Members must receive a minimum 21 days' clear notice before the AGM.
OPCs are exempt from holding an AGM, but they must still file their financial statements (AOC-4) and annual return (MGT-7A).
Form AOC-4: Financial Statements
AOC-4 is where the company files its audited financial statements, director's report, auditor's report, and related attachments.
| Item | Requirement |
|---|---|
| Due date | Within 30 days of the AGM (e.g. 30 October 2026 if AGM is on 30 September) |
| Section reference | Section 137, Companies Act 2013 |
| What to attach | Balance Sheet, Profit & Loss statement, Cash Flow statement (for non-small companies), Director's Report, Auditor's Report, CARO 2020 report (if applicable), CSR report (if applicable), MGT-9 extract (if Section 92(3) applies) |
| Filing portal | MCA V3 portal |
| Form variants | AOC-4 (standalone), AOC-4 CFS (consolidated), AOC-4 XBRL (for listed, Rs 5 cr+ paid-up capital, Rs 100 cr+ turnover), AOC-4 NBFC |
| Digital signature | Director + CA/CS/CMA in practice |
Late fee: Rs 100 per day with no upper cap, effective from the 31st day after the AGM. Additional fees also accumulate on MCA21 at multiples of normal fee depending on delay slab.
Form MGT-7: Annual Return
MGT-7 captures shareholding, directorship, changes during the year, and compliance declarations as of the financial year-end.
| Item | Requirement |
|---|---|
| Due date | Within 60 days of the AGM (e.g. 29 November 2026 if AGM is on 30 September) |
| Section reference | Section 92, Companies Act 2013 |
| Who signs | Director and CS in practice (for companies with paid-up capital Rs 10 cr+ or turnover Rs 50 cr+); otherwise director alone |
| Small company variant | MGT-7A (simpler, for small companies and OPCs) |
A "small company" under Section 2(85) is one with paid-up capital up to Rs 4 crore and turnover up to Rs 40 crore (limits revised by MCA Notification dated September 15, 2022). Most early-stage private limited companies qualify for MGT-7A.
Form ADT-1: Auditor Appointment Intimation
After every AGM where auditors are appointed, re-appointed, or their tenure expires, Form ADT-1 must be filed with the ROC.
| Item | Requirement |
|---|---|
| Due date | Within 15 days of the AGM |
| Section reference | Section 139(1), Companies Act 2013 |
| Applicable for | First statutory auditor (within 30 days of incorporation, Section 139(6)), subsequent auditor (at each AGM for a 5-year term), casual vacancy filling |
A first-time auditor is appointed by the Board within 30 days of incorporation and must be confirmed at the first AGM. Subsequent auditors are appointed for a five-year term running from one AGM to another.
DIR-3 KYC: Director Annual KYC
Every person who holds a Director Identification Number (DIN) allotted on or before 31 March 2026 must complete KYC by 30 September 2026.
| Variant | When to Use |
|---|---|
| DIR-3 KYC eform | First year of KYC or when details have changed (mobile, email, address) |
| DIR-3 KYC Web | Annual refresh when details have not changed |
Late fee: Rs 5,000 flat fee per director if filed after 30 September. The DIN is deactivated on the due date and reactivated only after payment of the late fee and successful filing.
Board Meeting Cadence
Section 173 of the Companies Act 2013 requires a private limited company to hold at least four board meetings in each financial year, with no more than 120 days between two consecutive meetings.
Small companies, OPCs, and dormant companies have a relaxed rule: at least one board meeting in each half-year, with a gap of not less than 90 days between the two.
Minutes of every board meeting must be recorded in the minutes book and signed by the chairperson within 30 days of the meeting.
Timeline View: Typical FY 2025-26 Compliance Calendar
| Month | Filing |
|---|---|
| April 2026 | Board meeting to approve FY 2025-26 financial statements and director's report |
| May 2026 | Statutory audit completion; draft financials to auditor |
| June 2026 | Auditor's report issued; AGM notice drafted |
| July 2026 | First Q1 board meeting of FY 2026-27 |
| August 2026 | AGM notice dispatched (21 clear days before AGM) |
| September 2026 | AGM held on or before 30 September; ADT-1 within 15 days; DIR-3 KYC by 30 September |
| October 2026 | AOC-4 filed within 30 days of AGM |
| November 2026 | MGT-7 filed within 60 days of AGM |
Event-Based ROC Filings (Not Covered by Annual Cycle)
Several filings are triggered by specific events and are separate from the annual cycle. Common ones include:
- DIR-12: Change in directors (appointment, resignation, designation change), within 30 days
- INC-22: Change of registered office, within 15 or 30 days depending on type
- MGT-14: Filing of special resolutions, within 30 days
- SH-7: Change in share capital, within 30 days
- PAS-3: Return of allotment of shares, within 15 days of allotment
Missing any of these carries its own Rs 100/day late fee under the Companies (Registration Offices and Fees) Rules, 2014.
What Happens When You Default?
First-time late filing. Rs 100/day per form, no cap. A 60-day delay on AOC-4 alone costs Rs 6,000 in late fees.
Three consecutive years of default under Section 164(2). Every director of the defaulting company becomes disqualified for five years. This triggers automatic DIN deactivation across all companies they are a director in, not just the defaulter. Re-activation requires filing DIR-10 and often a CGM or NCLT route.
Shell or inactive companies. The ROC can initiate strike-off under Section 248 after two years of no filings. Directors of a struck-off company face restrictions on starting new companies and personal liability for any undischarged obligations.
CCFS-2026 amnesty. If your company has backlog filings, the MCA's Condonation of Delay Scheme 2026 (CCFS-2026) allows you to clear pending ROC filings with waived additional fees up to 15 July 2026. See our CCFS-2026 detailed guide for eligibility and process.
OPC and LLP Are Different
One Person Companies (OPC) do not hold AGMs. File AOC-4 within 180 days of the financial year-end (i.e. by 27 September 2026 for FY 2025-26) and MGT-7A within 60 days of that same date. Auditor rotation and Board Meeting rules are relaxed.
Limited Liability Partnerships (LLPs) follow a separate regime, Form 11 by 30 May, Form 8 by 30 October. See our LLP annual compliance guide for the full LLP cycle.
Common Mistakes Private Limited Companies Make
1. Holding the AGM on 30 September but filing AOC-4 by 30 October instead of within 30 days. The 30-day window is from the AGM date, not the calendar month. An AGM on 30 September makes 30 October the due date for AOC-4.
2. Treating MGT-7A as automatic. Small company status must be re-verified each year. If your paid-up capital or turnover crossed the threshold in FY 2025-26, MGT-7 (not MGT-7A) applies for that year's annual return.
3. Skipping ADT-1 when auditor is re-appointed. Re-appointment for a further term still requires ADT-1 within 15 days. The filing is not limited to first-time appointments.
4. Letting DIR-3 KYC slip. The Rs 5,000 late fee is per director. A four-director company that misses the 30 September deadline pays Rs 20,000 in late fees plus faces DIN deactivation.
5. Missing board meeting cadence in a quiet year. Even if the company has no active operations, four board meetings are mandatory. "No material decisions this quarter" is not an excuse under Section 173.
6. Forgetting event-based filings. Director resignation, office address change, or share allotment all trigger 15 to 30 day filing windows. Missing them compounds into director disqualification risk.
Tax Garden Handles Your Full ROC Calendar
Private limited company compliance is a year-round job, not an annual scramble. Tax Garden tracks your AGM, board meeting cadence, AOC-4, MGT-7, ADT-1, and DIR-3 KYC deadlines across the FY, drafts every filing, coordinates with your statutory auditor, and files on the MCA V3 portal from our Kondapur office. See our compliance plans or talk to our team.
