Private Company Compliance Checklist

Private Company Compliance Checklist: FY 2026-27 Complete Guide

A Private Limited Company in FY 2026-27 must manage four compliance tracks simultaneously — ROC filings under the Companies Act 2013, direct taxes under the Income-tax Act 1961, GST under the CGST Act 2017, and labour law obligations at the state level. Missing even one deadline can attract MCA additional fees of Rs. 100 per day with no statutory cap, trigger director disqualification under Section 164, or invite GST interest at 18% per annum. This checklist gives you every due date, the correct form name, and the specific penalty for non-compliance — so you can build a board-approved compliance calendar instead of fighting fires.

How to Use This Checklist

Assign an owner to every line item — finance team, company secretary (CS), or external consultant. Build a shared tracker with three columns: due date, owner, and status. Review it at every board meeting; the board should formally receive a compliance status report as a standing agenda item. This protects directors from later claiming ignorance if a default leads to disqualification proceedings.

This checklist separates regular (date-driven) filings from event-based (action-triggered) filings. Most defaults happen on the event-based side because no one is watching for the trigger.

Annual ROC Filings — Your Non-Negotiable Calendar

These are the forms every Pvt Ltd must file every financial year, without exception.

AOC-4: Financial Statements

File audited financial statements — Balance Sheet, Statement of Profit & Loss, Directors' Report, and Auditor's Report — on the MCA V3 portal in Form AOC-4 within 30 days of the AGM. For a company holding its AGM on 30 September 2027 (the standard last date for FY 2026-27), the AOC-4 deadline is 30 October 2027.

Small companies (paid-up capital not exceeding Rs. 4 crore and turnover not exceeding Rs. 40 crore) may use the abridged AOC-4 format with fewer disclosure requirements.

Late fee: Rs. 100 per day from the due date, with no upper cap.

MGT-7 / MGT-7A: Annual Return

File MGT-7 (standard companies) or MGT-7A (small companies and One Person Companies) within 60 days of the AGM. For an AGM on 30 September 2027, MGT-7 is due by 29 November 2027. The form discloses shareholding pattern, director details, debt structure, and related-party information.

A Practising Company Secretary must certify MGT-7 if paid-up capital exceeds Rs. 10 lakh or turnover exceeds Rs. 50 lakh. If your company has zero revenue, you still file — there is no nil-return exemption.

Late fee: Rs. 100 per day from due date.

ADT-1: Auditor Appointment

Intimate the Registrar of Companies (ROC) of the auditor's appointment or reappointment in ADT-1 within 15 days of the AGM. For a 30 September 2027 AGM, the deadline is 15 October 2027. First-time auditor appointments at incorporation must be notified within 30 days of incorporation under Section 139(6).

DIR-3 KYC: Annual Director Verification

Every director holding a Director Identification Number (DIN) must file DIR-3 KYC (or the no-change web-based version, DIR-3 KYC Web) by 30 September each year. For FY 2026-27, the deadline is 30 September 2026.

If not filed by the deadline, MCA deactivates the DIN. The director then cannot sign board resolutions, cannot be named as a signatory, and the company cannot file any event-based ROC form that references that director. To reactivate, the director must pay Rs. 5,000 and file DIR-3 KYC after the deadline — a penalty that multiplies quickly across a three-director board.

This applies to every director, including non-executive and dormant directors.

DPT-3: Return of Deposits and Exempt Borrowings

Companies that have received money that qualifies — or might qualify — as deposits under Section 73 must file DPT-3 by 30 June each year for the year ending 31 March. For FY 2026-27, DPT-3 is due by 30 June 2027.

In practice, most companies file DPT-3 disclosing exempt amounts: director loans, unsecured loans from shareholders, or inter-company borrowings that fall under the deposit exemption. Non-filing attracts a fine of up to Rs. 5,000 on the company and up to Rs. 500 per day on every officer in default.

Board Meeting and Governance Cadence

The Companies Act 2013 mandates minimum meeting frequency and record-keeping. Here is what the law requires:

• Minimum four board meetings per FY for standard companies; minimum two for small companies (paid-up capital ≤ Rs. 4 crore and turnover ≤ Rs. 40 crore)
• No gap exceeding 120 days between any two consecutive board meetings
• First board meeting within 30 days of incorporation
• AGM within 6 months of FY-end (i.e., by 30 September for a 31 March year-close); first AGM within 9 months of the first FY close
• Minutes of every board meeting and general meeting must be signed and recorded within 30 days of the meeting
• Form MBP-1: Each director discloses interests in other entities at the first board meeting of every FY under Section 184 — store declarations in the statutory register

Maintain digital statutory registers covering members, directors, charges, loans, investments, related-party transactions, and deposits. The MCA V3 portal supports digital maintenance, but registers must be producible on inspection.

Verify your small company classification at the start of each FY. A company that crossed the turnover threshold mid-year must comply with the four-meeting standard for the next FY, even if it internally believes itself to be small.

Director-Level Compliance — The Overlooked Fundamentals

DIR-12: Changes in Directorship

Any change — appointment, resignation, or removal of a director — must be filed in DIR-12 within 30 days of the board or general meeting that effected the change. A resigning director must also file DIR-11 (their own intimation) directly with MCA.

After 300 days of delay, the MCA fee multiplier increases sharply and the ROC may treat the director as continuing in office — creating governance and liability complications.

Section 164 Disqualification — Watch the Trigger

A director is disqualified under Section 164(2) if the company fails to file annual returns or financial statements for three consecutive financial years. Once triggered, the disqualification applies to all companies in which the director holds directorship — not only the defaulting company. MCA publishes periodic disqualification lists. Companies with past filing gaps should regularise under the Companies Fresh Start Scheme (CFSS) or its successor before the next publication cycle.

INC-20A: Commencement of Business Declaration

New companies incorporated after November 2019 must file INC-20A within 180 days of incorporation, certifying that every subscriber has paid their share subscription money and that it has been received in the company's bank account. A CA or CS must certify the form.

Failure to file INC-20A means the company cannot lawfully commence business, cannot borrow from banks, cannot allot further shares, and is at risk of ROC strike-off action under Section 248. This is the most high-consequence filing most new founders have never heard of.

Income Tax and TDS Filing Calendar

Income Tax Return for AY 2027-28

Note: Unlike individuals, all companies — whether subject to tax audit under Section 44AB or not — have a 31 October deadline. A statutory audit under the Companies Act is separate from a tax audit under the Income-tax Act. If your company's total turnover exceeds Rs. 1 crore (or Rs. 10 crore if cash transactions are within 5% of total receipts and payments, as currently notified), Section 44AB applies and a CA must certify Form 3CD.

TDS Returns — Quarterly Deadlines

File on the TRACES / TIN-NSDL portal. Use Form 26Q for non-salary deductions (rent, professional fees, contracts, interest), Form 24Q for salaries, and Form 27Q for payments to non-residents.

Late fee under Section 234E: Rs. 200 per day, capped at the TDS amount deducted. A separate penalty of Rs. 10,000 to Rs. 1,00,000 can be imposed under Section 271H for failure to furnish the return — this is in addition to, not instead of, the Section 234E levy.

Advance Tax — Four Instalments

Interest under Sections 234B and 234C accrues at 1% per month (simple) on shortfalls. On a total tax liability of Rs. 20 lakh, missing the 15 June instalment (Rs. 3,00,000 due) costs Rs. 9,000 in Section 234C interest for that quarter alone.

GST Return Calendar

GSTR-1: Outward Supplies

• Monthly filers: 11th of the following month
• QRMP scheme (quarterly filing, monthly tax payment): 13th of the month following each quarter-end

GSTR-3B: Summary Return and Tax Payment

• Monthly filers (aggregate turnover above Rs. 5 crore): 20th of the following month
• QRMP quarterly filers — Category I states: 22nd of the following month
• QRMP quarterly filers — Category II states: 24th of the following month

Interest on late GST payment: 18% per annum from the due date (24% where tax is understated or suppressed). On a GST liability of Rs. 5 lakh paid 45 days late, interest is approximately Rs. 5,00,000 × 18% × 45/365 = Rs. 11,096 for a single return period.

GSTR-9 and GSTR-9C: Annual Reconciliation

• GSTR-9 (Annual Return): 31 December 2027 for FY 2026-27
• GSTR-9C (Reconciliation Statement, certified by a CA or CMA): Mandatory if aggregate turnover exceeds Rs. 5 crore; same deadline as GSTR-9

Late fee for GSTR-9: Rs. 200 per day (Rs. 100 CGST + Rs. 100 SGST), capped at 0.25% of state-level turnover.

MSME-1 and DPT-3 — The Two Most Commonly Missed Filings

MSME-1: Half-Yearly Disclosure of Dues to MSME Suppliers

If your company has any outstanding dues to MSME-registered suppliers beyond 45 days, you must disclose them in Form MSME-1 twice a year.

Common misconception: Many companies believe MSME-1 is only required when overdue payments exist. It is not. You must file a nil return even if all MSME suppliers were paid on time. Non-filing is an offence under Section 405 of the Companies Act 2013.

Practical step: Collect Udyam Registration Certificates from all vendors at onboarding. Request updated certificates annually — MSME status can change as a supplier's turnover grows.

Event-Based Filings — Corporate Action Triggers

These forms are not on a fixed calendar. They are triggered by events. Assign someone to monitor triggers and escalate to the CS within 48 hours of any corporate action.

Critical note on CHG-1: Banks routinely create hypothecation charges when sanctioning working capital loans. The clock starts from the date of the charge document — not the date of first disbursement. If finance does not inform the CS within 48 hours of signing the security document, the 30-day window evaporates. An unregistered charge is void against a liquidator and any creditor under Section 77, meaning the lender loses priority in insolvency.

Dematerialisation and PAS-6 Reporting

Private companies above the threshold notified under Rule 9B of the Companies (Prospectus and Allotment of Securities) Rules, 2014 must dematerialise their existing share certificates and ensure all future issuances are in electronic form. Currently, private companies that are not small companies must comply.

Follow this sequence:

1. Confirm threshold: Verify your paid-up capital and turnover against the notified criteria each FY.
2. Engage a SEBI-registered RTA: Appoint a Registrar and Transfer Agent (e.g., Link Intime India, KFin Technologies, Beetal Financial) to interface with NSDL or CDSL.
3. Obtain an ISIN: The RTA applies for an International Securities Identification Number from NSDL or CDSL on the company's behalf — allow 60–90 days for approvals.
4. Convert physical share certificates: Shareholders tender physical certificates; the RTA processes conversion into demat form.
5. Restrict future issuances to demat only: Rights issues, ESOP allotments, bonus shares, and private placements must be directly issued in demat form.
6. File PAS-6: A Practising Company Secretary files the half-yearly reconciliation of issued capital versus demat capital within 60 days of 30 September and 31 March respectively.

Begin RTA onboarding three to four months before the compliance trigger — the NSDL/CDSL approval process alone can take eight to ten weeks.

Labour Compliance in Brief

The Prevention, Protection and Redressal of Sexual Harassment (POSH) Act 2013 requires every company with 10 or more employees to constitute an Internal Complaints Committee (ICC) and file an annual report by 31 January each year. Non-constitution is punishable by a fine of up to Rs. 50,000 and can result in the company's operating licence being cancelled.

Common Mistakes and How to Avoid Them

Mistake 1: Treating the AGM date as 31 March

The AOC-4 and MGT-7 windows run from the AGM date, not the FY close. If your AGM is 30 September 2027, AOC-4 is due 30 October 2027 — not 30 April 2027. Many companies build the wrong internal deadline, discover the error too late, and pay Rs. 100-per-day penalties unnecessarily.

Mistake 2: Skipping DIR-3 KYC for non-active directors

A non-executive director who attends no meetings and draws no fees still holds a DIN. Missing DIR-3 KYC deactivates that DIN by 1 October. The company then cannot file any MCA form referencing that director until the Rs. 5,000 reactivation fee is paid and the form filed. Across a three-director board, that is Rs. 15,000 in avoidable cost.

Mistake 3: Filing DPT-3 only when the company has taken deposits

DPT-3 must be filed to disclose exempt deposits — director loans, unsecured shareholder loans, inter-company borrowings — even if the company has accepted no public deposits. Many companies skip this because they believe it does not apply to them. Non-filing attracts penalties under Section 73 read with Rule 21 of the Companies (Acceptance of Deposits) Rules.

Mistake 4: No process to capture event-based filing triggers

Event-based filings default because the finance team does not inform the CS immediately. Build a simple internal rule: any board or shareholder resolution, any new loan agreement, any director change — the CS must be notified within 24 hours. A 30-day window sounds long; it evaporates when it is not tracked.

Mistake 5: Confusing QRMP eligibility mid-year

Under the QRMP scheme, taxpayers with aggregate turnover up to Rs. 5 crore in the preceding FY can opt for quarterly GSTR-1 filing. If turnover breaches Rs. 5 crore during the year, review eligibility at the next opt-in window. Filing on the wrong cycle means returns are marked late and attract interest and late fees.

Mistake 6: Not tracking the 120-day board meeting gap

A company that holds four board meetings per year but clusters them can still violate the 120-day gap rule. For example, meetings on 1 April, 1 May, 1 June, and 1 July leave a 272-day gap between July and the next April. Build the calendar so the gap between any two consecutive meetings does not exceed 120 days — typically quarterly scheduling achieves this naturally.

Worked Example — The True Cost of a Six-Month Filing Delay

Scenario: A standard Pvt Ltd (not a small company) holds its FY 2026-27 AGM on 30 September 2027. Due to a transition between CS firms, both AOC-4 and MGT-7 are filed 180 days late. The company has three directors, none of whom filed DIR-3 KYC for the year ended 30 September 2026.

AOC-4 additional fee:

• Due: 30 October 2027 | Filed: 28 April 2028 | Delay: ~180 days
• Additional fee: Rs. 100 × 180 = Rs. 18,000

MGT-7 additional fee:

• Due: 29 November 2027 | Filed: 28 April 2028 | Delay: ~150 days
• Additional fee: Rs. 100 × 150 = Rs. 15,000

DIR-3 KYC reactivation (3 directors):

• Rs. 5,000 × 3 = Rs. 15,000

Total MCA penalty exposure: Rs. 48,000

This figure excludes professional fees to catch up, the cost of time spent collating documents months after the original due dates, and any inspection notice triggered by the extended default period.

The prevention cost: A competent CS retainer for a small Pvt Ltd typically costs Rs. 8,000–Rs. 15,000 per month — Rs. 96,000 to Rs. 1,80,000 per year. The penalty on a single six-month delay in two forms alone equals roughly half a year's retainer fee, and that is before factoring in any tax or GST defaults during the same period.

Key Takeaways

• AOC-4 (30 days from AGM) and MGT-7 (60 days from AGM) run from the AGM date — not 31 March. An AGM on 30 September 2027 means AOC-4 by 30 October and MGT-7 by 29 November 2027.
• DIR-3 KYC is due by 30 September every year for every director, including non-executive and dormant directors. A missed deadline costs Rs. 5,000 per DIN to reactivate and locks the company out of related MCA filings.
• MSME-1 is a mandatory half-yearly return due on 31 October and 30 April. File a nil return even when no MSME dues are outstanding — non-filing is a Section 405 offence.
• INC-20A must be filed within 180 days of incorporation for all post-2019 companies. Missing it blocks borrowing, share allotment, and exposes the company to strike-off proceedings.
• CHG-1 for creation of charge must be filed within 30 days of the security document — not the first disbursement. Inform your CS within 24 hours of signing any security agreement.
• TDS returns attract Rs. 200 per day under Section 234E plus a separate penalty up to Rs. 1,00,000 under Section 271H — both apply simultaneously.
• A board-approved compliance calendar with named owners, reviewed at every board meeting, is the most effective control you can implement today — its cost is a fraction of the penalties it prevents.