Annual Return Filing Checklist for Private Limited Companies FY 2023-24
ComplianceSeptember 2024By CA Chandan Shahi
Every Private Limited Company incorporated in India must complete a series of annual filings with the Registrar of Companies (ROC) and the Income Tax Department. Missing deadlines can attract penalties of ₹100 per day per form. Here is a complete checklist.
Board Meetings
Minimum 4 board meetings per year, with not more than 120 days gap between two consecutive meetings. First board meeting within 30 days of incorporation. Meetings for approval of quarterly accounts, related party transactions, and auditor appointment.
Annual General Meeting (AGM)
AGM must be held within 6 months from close of financial year (i.e., by September 30 for March year-end). At AGM: adoption of financial statements, appointment/re-appointment of auditors, declaration of dividend (if any), appointment of directors retiring by rotation.
ROC Filings
MGT-7 (Annual Return) — within 60 days of AGM. AOC-4 (Financial Statements) — within 30 days of AGM. ADT-1 (Auditor Appointment) — within 15 days of AGM (if auditor appointed/changed). DIR-12 (Director changes) — within 30 days of change. MSME Form I — if outstanding dues to MSMEs exceed 45 days.
Income Tax Filings
ITR-6 (Company Income Tax Return) — by October 31 if tax audit applicable, else July 31. Form 3CA + 3CD (Tax Audit Report) — by September 30 if turnover exceeds ₹1 crore. Advance tax payments — June 15 (15%), September 15 (45%), December 15 (75%), March 15 (100%).
GST Annual Compliance
GSTR-9 (Annual Return) — by December 31. GSTR-9C (Reconciliation Statement, if turnover > ₹5 crore) — by December 31. Reconcile books vs GST returns. Reverse any ineligible ITC.
Common Penalties to Avoid
Late filing of AOC-4 or MGT-7: ₹100/day per form (no maximum cap). Failure to hold AGM: ₹1 lakh + ₹5,000/day. Non-maintenance of statutory registers: ₹1 lakh. TDS defaults: Interest + penalty under Sections 201/271C. Engage a CA firm as your annual compliance partner to manage all deadlines and filings on time.
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Form MGT-7 (Annual Return) must be filed within 60 days from the date of the Annual General Meeting (AGM). Form AOC-4 (Financial Statements) must be filed within 30 days from the AGM date. For most companies whose AGM is held by 30 September, MGT-7 is due by 29 November and AOC-4 is due by 30 October. Late filing attracts additional fees of ₹200 per day per form under the Companies (Registration Offices and Fees) Rules.
GSTR-9 (Annual Return) is mandatory for regular taxpayers with an aggregate annual turnover exceeding ₹2 crore. Taxpayers with turnover below ₹2 crore have been given optional filing status in recent years, though the position may change. GSTR-9C (Reconciliation Statement) is mandatory for taxpayers with turnover exceeding ₹5 crore and must be certified by the taxpayer themselves (self-certification, following the change from CA certification). The due date for both is 31 December of the following financial year.
The Companies Act, 2013 requires companies to maintain several statutory registers including: Register of Members (MGT-1), Register of Directors and KMP (MBP-1), Register of Contracts (MBP-4), Register of Loans, Guarantees and Security (CHG-7), Register of Investments, Register of Employee Stock Options, and Register of Renewed and Duplicate Share Certificates. These must be kept at the registered office and be available for inspection. Failure to maintain registers attracts a penalty of up to ₹3 lakh.
A company must: (1) deduct TDS on applicable payments at prescribed rates, (2) deposit TDS by the 7th of the following month (for March, by 30 April), (3) file quarterly TDS returns — Form 26Q for non-salary and Form 24Q for salary within 31 days of quarter end, (4) issue Form 16/16A to deductees within 15 days of due date for filing TDS returns, and (5) file Form 26QB within 30 days of the end of the month in which TDS was deducted on property purchases. Non-compliance attracts interest of 1% per month for non-deduction and 1.5% per month for late deposit.