How to Set Up a Compliance Calendar for a Private Limited Company in India

Kaustav Chowdhury
2 days ago
5 min read

Running a private limited company in India involves tracking recurring compliance deadlines across multiple regulators. Directors and company secretaries must coordinate filings with the Registrar of Companies (ROC), income tax authorities, GST authorities, and other bodies throughout the year. Missing a deadline can trigger automatic penalties, additional fees, and in severe cases, DIN deactivation or strike-off proceedings. A well-structured compliance calendar is the most reliable tool for staying ahead of these obligations.

Why a Compliance Calendar Matters

A compliance calendar consolidates every mandatory filing, meeting, and return into a single reference document. It helps directors plan board meetings, ensures annual filings are completed before the ROC imposes late fees, and lets the accounts team prepare financial statements and tax returns in a coordinated sequence. For companies recently registered on the MCA portal, building this calendar should be one of the first tasks after incorporation.

Annual ROC Filings: AOC-4 and MGT-7

Two filings form the backbone of annual ROC compliance. Form AOC-4 is used to file financial statements, including the balance sheet, profit and loss account, and auditor's report. It must be filed within 30 days from the date of the Annual General Meeting. Form MGT-7 is the annual return recording the company's shareholding structure, director details, and meeting records. MGT-7 must be filed within 60 days of the AGM. Small companies and one-person companies file a simplified version called MGT-7A. Both forms require a valid Digital Signature Certificate for submission on the MCA V3 portal.

Board Meeting and AGM Requirements

Under Section 173 of the Companies Act, 2013, every private limited company must hold at least four board meetings in each calendar year, with the gap between two consecutive meetings not exceeding 120 days. The first board meeting after incorporation must take place within 30 days. For the AGM, Section 96 requires every company (other than an OPC) to hold one AGM each year within six months from the close of the financial year. For companies following the standard April-to-March financial year, this means the AGM must be held by September 30. The gap between two consecutive AGMs must not exceed 15 months.

Director KYC and Auditor Appointment

Every director holding an active DIN must complete KYC verification. Following the Companies (Appointment and Qualification of Directors) Amendment Rules, 2025, DIR-3 KYC has shifted from an annual filing to a triennial obligation effective March 31, 2026. Filing is now due by June 30 of the relevant year in the three-year cycle. Any change in mobile number, email address, or residential address must still be reported via DIR-3 KYC-Web within 30 days. Non-filing results in a penalty of Rs 5,000 per DIN and deactivation of the DIN, preventing the director from signing MCA forms or being appointed to other companies.

Under Section 139 of the Companies Act, 2013, every company must appoint an auditor, and Form ADT-1 confirming the appointment must be filed with the ROC within 15 days of the appointment. A 2025 amendment effective July 14, 2025 made ADT-1 filing mandatory even for first auditor appointments by the board of directors.

DPT-3 and MSME-1 Filings

Companies that have accepted deposits, exempted deposits, or outstanding inter-corporate loans must file Form DPT-3 (Return of Deposits) annually by June 30 for the preceding financial year. For FY 2025-26, the MCA extended this deadline to July 31, 2026 via General Circular No. 02/2026, following the MCA data centre incident. Form MSME-1 applies to any company with payments outstanding to MSME suppliers for more than 45 days. It is filed half-yearly by October 31 (for April to September) and April 30 (for October to March). Under Section 405(4) of the Companies Act, non-filing of MSME-1 attracts an initial penalty of Rs 20,000, with a continuing default penalty of Rs 1,000 per day capped at Rs 3,00,000.

Tax Compliance: Income Tax, GST, and TDS

Companies subject to tax audit must file their income tax return by October 31 of the assessment year under Section 139(1) of the Income Tax Act. The tax audit report (Form 3CA/3CB) is due by September 30. Companies with transfer pricing obligations have an extended ITR deadline of November 30. Ensure that PAN-Aadhaar linking is current to avoid processing delays.

For GST, companies with annual aggregate turnover exceeding Rs 5 crore must file GSTR-1 (outward supplies) by the 11th of the following month and GSTR-3B (summary return) by the 20th. Smaller businesses eligible for the QRMP scheme file quarterly. The annual GST return, GSTR-9, is due by December 31. Returns must be filed even in months with no transactions if GST registration is active.

Quarterly TDS/TCS returns are due by July 31 (Q1), October 31 (Q2), January 31 (Q3), and May 31 (Q4). From FY 2026-27, new form numbers apply: Form 138 replaces Form 24Q for salary TDS, and Form 140 replaces Form 26Q for non-salary TDS on residents. TDS must be deposited by the 7th of the following month. Companies with excess TDS deducted can claim a TDS refund through the income tax portal.

Penalties for Non-Compliance

Penalties for late ROC filings operate on two tracks. First, a late filing fee of Rs 100 per day applies under the Companies (Registration Offices and Fees) Rules, 2014, with no upper cap. Second, statutory penalties apply under the relevant sections. Under Section 137, the company faces Rs 10,000 plus Rs 1,000 per day of continuing default, capped at Rs 2,00,000, for late financial statements. Officers in default face up to Rs 50,000. Under Section 92, the penalty is Rs 10,000 plus Rs 100 per day, also capped at Rs 2,00,000. Persistent non-compliance may lead to strike-off proceedings under Section 248. Companies with accumulated overdue filings may explore compounding of offences as a remedial measure.

Practical Tips for Building Your Calendar

A compliance calendar works best when it is maintained as a living document, reviewed regularly and updated to reflect regulatory changes.

List all applicable compliance obligations in a spreadsheet or calendar tool, organized by month and regulatory authority

Set automated reminders at least 15 days before each deadline to allow time for preparation and approvals

Assign clear ownership for each filing to a specific individual, whether the company secretary, CFO, or an external professional

Review the calendar at the start of each quarter to account for MCA circulars or government notifications extending or modifying deadlines

Build in buffer time for obtaining board approvals and director signatures needed before filing

Key Takeaways

Private limited companies must hold at least four board meetings per year with a maximum gap of 120 days (Section 173) and an AGM within six months of the financial year end (Section 96)

AOC-4 must be filed within 30 days of the AGM and MGT-7 or MGT-7A within 60 days, with late filing attracting Rs 100 per day in additional fees plus statutory penalties under Sections 137 and 92

DIR-3 KYC has shifted from annual to triennial filing effective March 2026 under the 2025 Amendment Rules, but changes in personal details must be reported within 30 days

Tax compliance spans income tax returns (due October 31 for audited companies), monthly or quarterly GST returns, and quarterly TDS/TCS returns with deadlines throughout the year

MSME-1 and DPT-3 are commonly overlooked filings that carry penalties of up to Rs 3 lakh (MSME-1 under Section 405) and uncapped additional fees (DPT-3)