How to File Annual Return for a Private Limited Company

Filing annual returns is one of the most important legal obligations for every Private Limited Company registered in India. Regardless of whether the company has conducted any business, earned revenue, or made profits during the year, the annual return filing with the Registrar of Companies (ROC) is mandatory. Failure to file on time results in penalties of 100 rupees per day per form, and prolonged non-compliance can lead to director disqualification and even striking off of the company.

This guide walks you through the entire annual return filing process for a Private Limited Company in India - from completing the statutory audit and holding the AGM, to filing AOC-4 and MGT-7 on the MCA portal - along with due dates, fees, penalties, and a practical compliance checklist to keep your company in good standing.

Annual Filing Requirements for a Private Limited Company

Every Private Limited Company must file the following with the ROC every year:

Annual Compliance Calendar for Private Limited Company

Step 1: Complete the Statutory Audit

Every Private Limited Company must get its financial statements audited by a Chartered Accountant appointed as the statutory auditor. The audit covers the following:

• Balance Sheet as on March 31 (statement of assets and liabilities)
• Profit and Loss Account for the financial year (statement of income and expenses)
• Cash Flow Statement (mandatory for all companies except OPCs and small companies)
• Notes to Accounts with detailed disclosures

The auditor reviews the books of accounts, verifies transactions, checks compliance with accounting standards, and issues the Audit Report with their opinion. The financial statements must comply with the Indian Accounting Standards (Ind AS) or the Accounting Standards prescribed under the Companies Act, depending on the company's size and applicability criteria.

Step 2: Hold the Board Meeting to Approve Financial Statements

After the statutory audit is completed, the Board of Directors must convene a meeting to approve the financial statements and related reports. The board meeting must pass the following resolutions:

1. Approval of audited financial statements (Balance Sheet, P&L, Cash Flow)
2. Approval of the Board Report (Directors' Report under Section 134)
3. Authorization of a director to sign the financial statements and file with ROC
4. Fixing of date, time, and venue (or mode) for the Annual General Meeting
5. Recommendation of dividend (if any) for shareholder approval at AGM

Directors' Report Requirements

The Board Report (Directors' Report) under Section 134 must include:

• State of the company's affairs and financial performance during the year
• Dividend recommended or proposed (or reason for not declaring dividend)
• Material changes between the end of the financial year and the date of the report
• Details of directors appointed or who resigned during the year
• Number of board meetings held during the year with attendance details
• Declaration of compliance with applicable laws
• Extract of the annual return (or web link to the company website where it is published)

Step 3: Hold the Annual General Meeting (AGM)

The AGM is a mandatory meeting of the company's shareholders. Key requirements for the AGM:

Business Transacted at AGM

1. Ordinary business:

• Adoption of audited financial statements and Board Report
• Declaration of dividend (if recommended by the board)
• Appointment or re-appointment of retiring directors
• Appointment of auditor and fixing their remuneration

2. Special business (if any additional resolutions are required):

• Related party transactions
• Increase in authorized share capital
• Appointment of additional directors
• Any other matter requiring shareholder approval

Step 4: File AOC-4 (Financial Statements) on MCA Portal

Form AOC-4 must be filed within 30 days of the AGM. For an AGM held on September 30, the AOC-4 deadline is October 30.

Filing Process

1. Log in to the MCA V3 portal at mca.gov.in
2. Navigate to MCA Services > Company Forms > AOC-4
3. Enter the Company CIN and select the financial year
4. Fill in the financial details:

• Date of AGM and date of Board Meeting approving financial statements
• Whether the company is required to file in XBRL format
• Key financial figures (total assets, total liabilities, revenue, profit/loss)
• Details of the statutory auditor (name, membership number, firm registration number)
• Whether there is any qualification or adverse remark in the audit report

5. Upload the required attachments:

• Audited financial statements (PDF format)
• Auditor's Report
• Board Report (Directors' Report)
• Form AOC-1 (if the company has subsidiaries)

6. Sign using the DSC of the authorized director and the DSC of the auditor
7. Pay the government fee (based on authorized capital)
8. Submit and note the SRN for tracking

AOC-4 XBRL

Companies meeting any of the following criteria must file financial statements in XBRL format using AOC-4 XBRL:

• Listed companies on any stock exchange in India
• Companies with paid-up capital of 5 crore rupees or more
• Companies with turnover of 100 crore rupees or more
• Companies required to prepare financial statements under Ind AS

Small companies, OPCs, dormant companies, and Section 8 companies are exempt from XBRL filing.

Step 5: File MGT-7 or MGT-7A (Annual Return) on MCA Portal

Form MGT-7 must be filed within 60 days of the AGM. For an AGM held on September 30, the MGT-7 deadline is November 29.

Filing Process

1. Log in to the MCA V3 portal
2. Navigate to MCA Services > Company Forms > MGT-7 (or MGT-7A for small companies/OPCs)
3. Enter the Company CIN and select the financial year
4. Fill in the following details:

• Registered office address and principal business activities
• Particulars of holding, subsidiary, and associate companies
• Details of shares, debentures, and other securities (authorized, issued, subscribed, and paid-up)
• Shareholding pattern (promoters, directors, KMP, and other shareholders)
• Details of transfers and transmission of shares during the year
• Details of all directors (DIN, name, designation, date of appointment/cessation)
• Details of board meetings and committee meetings held during the year
• Details of penalties, compounding, and adjudication orders (if any)
• Compliance status with the Companies Act and applicable rules

5. Upload attachments (if any):

• List of shareholders and changes during the year
• CS Certificate (Form MGT-8) if applicable
• Approval letter from RBI if foreign shareholders are involved

6. Sign using the DSC of the authorized director
7. If applicable, sign by the practicing Company Secretary
8. Pay the government fee and submit

Government Filing Fees

These fees are for each form. If both AOC-4 and MGT-7 are being filed, the fee is paid for each form separately.

Penalties for Late Filing

Consequences of Not Filing Annual Returns

1. Financial penalties: 100 rupees/day/form with no maximum cap
2. Director disqualification: Directors of companies that have not filed annual returns for 3 consecutive years are disqualified under Section 164(2) for 5 years
3. Company struck off: ROC can initiate suo motu striking off under Section 248 for companies not filing returns for 2 or more years
4. Loss of DIN: DIN of disqualified directors is deactivated, preventing them from serving as directors in any company
5. Prosecution: ROC may initiate prosecution against the company and its officers in default, carrying fines and even imprisonment in extreme cases
6. Credit and banking issues: Banks and financial institutions check MCA records. Non-compliance flags may affect the company's ability to get loans or open new bank accounts

Special Cases: Small Company and OPC Relaxations

Other Annual Compliance Requirements

Beyond AOC-4 and MGT-7, a Private Limited Company also needs to ensure the following annual compliances:

Director-Related Filings

• DIR-3 KYC: Annual KYC for every DIN holder, due before September 30. Free if filed on time, 5,000 rupees penalty if late
• DIR-8: Declaration of non-disqualification by every director at the first board meeting of every financial year
• MBP-1: Disclosure of interest by directors in any company, body corporate, firm, or association at the first board meeting of every financial year

Other Regulatory Filings

• Income Tax Return: ITR must be filed before October 31 for companies requiring audit (September 30 for companies not requiring audit - all companies require audit, so effectively October 31)
• GST Annual Return (GSTR-9): Due by December 31 if the company is GST-registered
• TDS Returns: Filed quarterly (Form 24Q and 26Q) within the prescribed due dates
• Statutory Register Maintenance: Update registers of members, directors, charges, and other statutory registers as required

Common Mistakes to Avoid

1. Missing the AGM deadline: If the AGM is not held by September 30 (for March FY companies), all downstream filings are automatically delayed. This triggers penalties and may require a compounding application. Plan the AGM early in September to avoid this
2. Filing AOC-4 and MGT-7 out of order: AOC-4 has a shorter deadline (30 days from AGM) compared to MGT-7 (60 days). Many companies file MGT-7 first and miss the AOC-4 deadline. Always file AOC-4 first
3. Not filing DIR-3 KYC for all directors: DIR-3 KYC must be filed for every DIN holder, not just the signing director. If any director's DIN gets deactivated, they may not be able to sign forms, causing cascading compliance delays
4. Errors in financial figures: Ensure the financial figures in AOC-4 exactly match the audited financial statements. Discrepancies between the figures in the form and the uploaded financial statements are a common reason for form processing delays
5. Not maintaining statutory registers: While the focus is often on MCA filings, companies must also maintain physical or electronic statutory registers (register of members, register of directors, minutes books). These are reviewed during inspections
6. Ignoring pending filings from previous years: Before filing current year returns, check if there are any pending filings from previous years. All pending filings should be cleared in chronological order. MCA may not process current year filings if previous years are pending

Conclusion

Filing annual returns is a non-negotiable compliance for every Private Limited Company in India. The two main filings - AOC-4 (within 30 days of AGM) and MGT-7 (within 60 days of AGM) - form the core of annual compliance. The process begins with completing the statutory audit, getting board approval, holding the AGM, and then filing the forms on the MCA portal.

The penalty for late filing at 100 rupees per day per form adds up quickly, and prolonged non-compliance leads to severe consequences including director disqualification and company striking off. Maintaining a compliance calendar, starting the audit early, and having a systematic filing process ensures that your company stays in good standing with the ROC and the MCA.

If you need help preparing financial statements, conducting the statutory audit, holding the AGM, or filing AOC-4 and MGT-7 with the ROC, the IncorpX team can manage the complete annual return filing process for your Private Limited Company.