"Annual filing is just AOC-4 and MGT-7": the full private limited company compliance calendar

Ask most founders — and a surprising number of NRI directors sitting on Indian private limited boards — what annual compliance means, and you get two form numbers: AOC-4 and MGT-7. That answer is wrong in a way that costs money. A private limited company that files only those two forms and nothing else is already in default on at least four other obligations, each of which carries its own penalty, and two of which can personally disqualify a director regardless of where in the world he lives.

The reason this myth survives is that AOC-4 and MGT-7 are the only two filings a company secretary or accountant typically bills separately for. Everything else — the board meeting minutes, the DIR-3 KYC, the MSME half-yearly return, the DPT-3 — is either bundled invisibly or quietly skipped. It only surfaces when the MCA21 portal blocks a filing, or when a director's DIN is frozen and he discovers it while trying to sign an entirely different document.

What the law actually says

The Companies Act 2013 does not contain a single "annual compliance" section. The obligations are scattered, and the calendar below assembles them.

Section 137 — financial statements. Every company must file its audited financial statements with the Registrar in Form AOC-4 within 30 days of the annual general meeting. For a company with a 31 March financial year end and an AGM held on 30 September, that is 30 October. Companies preparing consolidated statements file AOC-4 CFS alongside. Companies required to file in XBRL — broadly, listed companies, companies with paid-up capital of Rs.5 crore or more, and companies with turnover of Rs.100 crore or more — file AOC-4 XBRL instead.

Section 92 — annual return. The annual return in Form MGT-7 is due within 60 days of the AGM, i.e. 29 November on the same facts. Small companies and one-person companies file the abridged MGT-7A. Where paid-up capital is Rs.10 crore or more, or turnover is Rs.50 crore or more, a company secretary's certificate in Form MGT-8 must be annexed.

Section 96 — the AGM itself. The AGM must be held within six months of financial year end, and no more than 15 months may elapse between two AGMs. For a 31 March year end that is 30 September. A first AGM gets nine months from the end of the first financial year. Missing the AGM is itself an offence under Section 99 — a fine of up to Rs.1 lakh on the company and every officer in default, plus Rs.5,000 per day of continuance.

Section 173 — board meetings. A private limited company must hold at least four board meetings per calendar year, with no more than 120 days between consecutive meetings. This is the obligation most commonly ignored in NRI-director companies where the board is two people in two countries. There is no MCA form to file, which is exactly why it gets skipped — but the minutes are the primary evidence an auditor, a bank, or an income tax officer asks for, and their absence is a Section 173 contravention attracting Rs.25,000 on the company and Rs.5,000 on each officer in default.

Section 139 — auditor appointment. The auditor is appointed for a five-year term and the company files Form ADT-1 within 15 days of the AGM at which the appointment is made. A casual vacancy — resignation, death — requires ADT-3 from the resigning auditor within 30 days and a fresh appointment within three months.

Rule 12A, Companies (Appointment and Qualification of Directors) Rules 2014 — DIR-3 KYC. Every individual holding a DIN as at 31 March must file DIR-3 KYC by 30 September each year. There is no extension mechanism and no proportionate fee: file it late and the fee is a flat Rs.5,000, and until it is paid the DIN stays deactivated. This applies to NRI and foreign directors identically. A deactivated DIN means the director cannot sign any MCA form for any company — a single missed KYC can freeze filings across an entire group.

Rule 16, Companies (Acceptance of Deposits) Rules 2014 — Form DPT-3. Every company holding outstanding receipts of money that are not deposits — which includes ordinary unsecured loans from directors and shareholders — must file a return of deposits in Form DPT-3 by 30 June for the year ended 31 March, with an auditor's certificate. Most small companies have director loans on the balance sheet and almost none file DPT-3.

MSME Form 1 (MSME-1). A company with outstanding payments to a micro or small enterprise supplier for more than 45 days files a half-yearly return: 31 October for the April–September period and 30 April for October–March.

Form BEN-2 and Register BEN-3 (Section 90). Where a significant beneficial owner exists — a common situation when an Indian private limited is held through a foreign holding entity — BEN-1 is filed by the beneficial owner with the company, and the company files BEN-2 within 30 days of receiving it.

Practical implications for NRIs

Three consequences matter disproportionately when a director is not resident in India.

The additional fee is a per-day multiplier, not a fine. Section 403 read with the Companies (Registration Offices and Fees) Rules imposes Rs.100 per day, per form, with no ceiling on late AOC-4 and MGT-7. Two forms, both a year late, is roughly Rs.73,000 in additional fee alone — separate from any penalty under Sections 92(5) and 137(3). A company dormant for three years, holding no assets and generating no revenue, can accumulate over Rs.2 lakh in pure late fees on filings for a period in which nothing happened.

Section 164(2) disqualification is automatic and personal. If a company fails to file financial statements or annual returns for three consecutive financial years, every person who is or was a director becomes disqualified from being appointed or reappointed as a director of any company for five years. This is not discretionary and requires no order. An NRI who agreed to be the second director of a cousin's dormant company in 2022 as a favour can find in 2026 that his DIN is frozen, and with it his directorship in the company he actually cares about.

Section 248 strike-off is not a clean exit. A company that has not commenced business within a year of incorporation, or has not carried on business for two preceding financial years, can be struck off — either voluntarily via Form STK-2 or by the Registrar. Strike-off does not extinguish the directors' liability for the period of default, and the Registrar will typically require the defaulting filings to be brought up to date first. "We'll just let it lapse" is the single most expensive plan available.

Step-by-step: what to do

• Pull the master data from MCA21 today. Search the company on the MCA portal's "View Company/LLP Master Data" and check the "Date of last AGM" and "Date of Balance Sheet" fields. If those dates are more than a year stale, you have a filing gap. Then run "View Signatory Details" to confirm each director's DIN status reads Approved and not Deactivated due to non-filing of DIR-3 KYC.
• Fix DIR-3 KYC before anything else. A deactivated DIN blocks every other filing. If the DIN is active and you have already filed KYC this year with no change in email or mobile, the web-based DIR-3 KYC-WEB confirmation is sufficient; if any detail has changed, file the full eForm with fresh attestation.
• Reconstruct the board meeting record. Four meetings per calendar year, maximum 120 days apart. Video conference attendance is valid for a private company on all ordinary business, so an NRI director's physical absence is not an obstacle — but the minutes must record the mode of attendance. Where meetings genuinely did not happen, do not backdate; note the gap and regularise going forward.
• File in dependency order: ADT-1 (auditor) → AOC-4 (financials) → MGT-7 or MGT-7A (annual return). AOC-4 will not accept a filing where the auditor on record is inconsistent.
• Check DPT-3 exposure. Look at the balance sheet for any loan from a director, shareholder, or related party outstanding as at 31 March. If there is one, DPT-3 was due 30 June and is now late.
• Check MSME-1 exposure. Run the creditor ageing report for suppliers holding Udyam registration. Anything unpaid beyond 45 days at 30 September goes into the return due 31 October.
• If the company is genuinely dead, close it properly. Bring filings current, obtain the shareholders' special resolution, and file STK-2 with the indemnity and affidavit. The cost of closing correctly is almost always lower than three more years of accumulating Rs.100-per-day fees plus a Section 164(2) disqualification.

FAQ

Does a dormant company with zero revenue still have to file AOC-4 and MGT-7?
Yes. There is no turnover threshold below which the filing obligation disappears. A company with nil revenue files nil financial statements. The only way to reduce the obligation is to obtain formal dormant status under Section 455 via Form MSC-1, which substitutes an annual MSC-3 return — and even that requires the company to be current on past filings first.

Can an NRI director sign AOC-4 and MGT-7 from abroad?
Yes, provided he holds a valid DIN with active status and a Class 3 digital signature certificate registered on MCA21. A DSC can be obtained from an Indian certifying authority through the video-verification process without travelling to India. What an NRI director cannot do is sign while his DIN is deactivated for DIR-3 KYC non-filing.

Is the Rs.100 per day late fee capped for a small company?
No. The additional fee under Section 403 runs at Rs.100 per day per form with no upper limit. What is reduced for small companies and one-person companies is the penalty under certain sections — halved, subject to a maximum of Rs.2 lakh for the company and Rs.1 lakh for an officer. The daily additional fee is separate and uncapped.

If I resigned as director two years ago, am I still exposed to Section 164(2) disqualification?
Section 164(2) reaches "every person who is or has been a director" of the defaulting company. Resignation via DIR-11 and the company's DIR-12 protects you for defaults arising after the effective date of resignation, but not for the years in which you held office. Confirm on MCA21 that the company actually filed the DIR-12 — an unfiled DIR-12 means the register still shows you as a serving director.

---

For your specific situation, book a consultation at harunraaj.com

Note: this article addresses Companies Act 2013 and MCA21 obligations. Where an Indian income-tax filing interacts with these — for example the tax clearance position before a strike-off — references are to the Income Tax Act 2025 nomenclature, which uses "Tax Year" in place of the earlier "Previous Year" and "Assessment Year".

Need help with this?

Our team handles the paperwork. You focus on your business.