Company Annual Compliance in India (2026) – ROC Filings, ITR & Penalties

Incorporating a company in India is just the beginning of your entrepreneurial journey. Once registered, every company whether it is a Private Limited Company, One Person Company (OPC), or Public Limited Company must follow certain annual compliance requirements under the Companies Act, Income Tax Act, and GST laws.

These compliance obligations include ROC (Registrar of Companies) filings, income tax return filing, statutory audit, GST returns, and other regulatory submissions. Even if your company has no transactions during the year, these filings are still mandatory.

Unfortunately, many entrepreneurs underestimate the importance of compliance. Skipping or delaying filings doesn’t just invite hefty penalties and late fees, but can also lead to loss of credibility, director disqualification, and even legal action against the company. For startups and growing businesses, non-compliance can also create red flags for investors and banks.

The good news is that annual compliance, when planned properly, is straightforward. With the right knowledge and expert support, you can stay compliant, avoid penalties, and focus entirely on scaling your business.

In this guide, we’ll cover everything you need to know about company annual compliance in India including ROC filings, ITR, audits, GST requirements, penalties for non-compliance, and how professional support can make the process hassle-free.

What is Annual Compliance for a Company?

Annual compliance refers to the set of mandatory filings, returns, and legal obligations that every registered company in India must fulfill within a financial year. These compliances are prescribed under the Companies Act, 2013, the Income Tax Act, 1961, and GST laws (if applicable).

The purpose of annual compliance is to ensure that companies maintain transparency, accountability, and legal standing in the eyes of the government, shareholders, and investors. Compliance is not optional - even companies with zero business activity or no profit are required to file annual returns and maintain proper records.

Key Components of Annual Compliance

The following are the essential filings and activities every company must plan for each financial year. For each item, we’ve added what it covers, typical due-dates, who is usually responsible, and common consequences of missing the deadline.

1. ROC (Registrar of Companies) Filings
   • What: Annual return (MGT-7/MGT-7A), financial statements (AOC-4), board resolutions, and other statutory filings on the MCA portal. (See also TaxRupees' focused guide for annual compliances for Private Limited Companies.)
   • Typical due dates: AOC-4 – within 30 days of AGM; MGT-7 – within 60 days of AGM.
   • Responsibility: Company Secretary (CS) or external compliance provider.
   • Consequences: ₹100 per day per form (no upper cap), director disqualification, and potential strike-off for persistent default.
2. Income Tax Return (ITR)
   • What: Filing ITR-6 (unless exempt under Sec.11) and related tax schedules; reporting profit/loss, tax liability, and disclosures (including transfer pricing if applicable). For an ITR filing checklist, see TaxRupees' resource on income tax filing checklist.
   • Typical due dates: Non-audit cases – 31st July; Audit cases – 30th September; Transfer pricing cases – 30th November.
   • Responsibility: Finance team / Chartered Accountant (CA).
   • Consequences: Late fees under Sec 234F, interest under Sec 234A/B/C, and possible prosecution for persistent default.
3. Audit Requirements
   • What: Statutory audit by a CA (annual). Tax audit under Sec 44AB if turnover/receipts cross prescribed limits. CARO reporting where applicable. You can read a targeted article on different types of audits on the TaxRupees site: different types of audits.
   • Typical timing: Auditor appointed within 30 days of incorporation; audit finalized before AGM and filing of AOC-4.
   • Responsibility: Management (to provide records) & external auditor (to issue report).
   • Consequences: Inability to file audited accounts, increased scrutiny from tax/ROC authorities; penalties for misstatements.
4. GST Compliance (if registered)
   • What: Regular returns (GSTR-1, GSTR-3B), annual return (GSTR-9) and reconciliation (GSTR-9C if turnover > ₹5 crore). See TaxRupees' GST return filing guide: GST return filing.
   • Typical cadence: Monthly/quarterly filings as per registration; annual reconciliation post financial year.
   • Responsibility: Accounts team or GST practitioner.
   • Consequences: Late fees (₹50/day capped), interest on tax shortfall (18% p.a.), and possible cancellation of GSTIN for prolonged non-filing.
5. Other Filings & Statutory Records
   • What: ADT-1 (auditor appointment), minutes of board & shareholder meetings, maintenance of statutory registers (register of members, directors, charges), director KYC/DPIN/DSC updates.
   • Typical due dates: ADT-1 within 15 days of auditor appointment; KYC/annual disclosures as required.
   • Responsibility: CS / external compliance partner.
   • Consequences: Procedural penalties, difficulty in corporate actions (loans, investments), and notice from ROC for missing records.

Practical Compliance Checklist (Simple)

• Maintain a calendar with AGM date, ROC/ITR/GST due dates, and audit schedule.
• Keep books updated monthly invoices, bank reconciliations, and expense proofs.
• Schedule auditor appointment & collect documents at least 30–45 days before AGM.
• Assign owners: who prepares returns, who signs DSC, and who reviews before filing.
• Run a quick internal review 15 days before each major due date to avoid last-minute penalties.

Why It Matters

Annual compliance is the legal and financial backbone of your company. Beyond avoiding fines, timely and accurate compliance:

• Preserves legal standing with MCA, Income Tax & GST authorities (visit Ministry of Corporate Affairs (MCA) and Income Tax e-filing).
• Builds trust with banks, investors, and large corporate clients during due diligence.
• Prevents director disqualification and reduces the risk of prosecution or strike-off.
• Ensures clean financial records that help in fundraising, credit approvals, and M&A discussions.

Quick summary: Treat compliance like a monthly business process, not a year-end problem. Small, regular efforts (organized records, assigned owners, and a compliance calendar) eliminate most penalties and keep your company growth-ready.

ROC (Registrar of Companies) Filings

Every company registered under the Companies Act, 2013 whether it is a Private Limited Company, One Person Company (OPC), or Public Limited Company is required to file annual returns and financial statements with the Registrar of Companies (ROC). These filings are submitted online through the MCA portal: mca.gov.in.

Even if a company has no transactions or is dormant, ROC filings are still mandatory. Failure to comply attracts hefty late fees and penalties, and can even result in the directors being disqualified.

Key ROC Forms & Their Purpose

• Form AOC-4
  • Used to file the company’s financial statements, including balance sheet, profit & loss account, cash flow statement, and notes.
  • Filing due date: Within 30 days from the Annual General Meeting (AGM).
• Form MGT-7 / MGT-7A
  • MGT-7 (for Public Companies) and MGT-7A (for Private Limited Companies & OPCs).
  • Filing due date: Within 60 days from the AGM.
• Form ADT-1
  • Filed to intimate the ROC about the appointment or reappointment of an auditor.
  • Filing due date: Within 15 days from the AGM.

Penalties for Non-Compliance

• Late filing fee: ₹100 per day for each form, with no upper cap.
• Example: A delay of 90 days in filing AOC-4 = ₹9,000 penalty.
• Directors may also face disqualification under Section 164 of the Companies Act if the company continuously defaults.

Why ROC Filings Are Important

• Legal proof that the company is active and compliant.
• Helps maintain transparency with shareholders, banks, and investors.
• Non-compliance damages credibility and creates hurdles in raising funds or bidding for tenders.

In short: ROC filings are not just legal requirements, they are a compliance backbone that keeps your company in good standing with the MCA and prevents directors from facing legal consequences.

Income Tax Return (ITR) for Companies

Every company registered in India whether it is a Private Limited Company, One Person Company (OPC), or Public Limited Company is required to file an Income Tax Return (ITR) every year under the Income Tax Act, 1961. This applies even if the company has no business activity or reports a loss.

Which Form to Use?

• Companies must file ITR-6, unless they are claiming exemption under Section 11 (charitable or religious trusts).
• ITR must be filed electronically on the Income Tax Department’s e-filing portal using a valid Digital Signature Certificate (DSC).

Due Dates for Filing ITR

• Non-audit cases: 31st July of the assessment year.
• Audit cases: 30th September of the assessment year.
• If the company has international transactions requiring transfer pricing audit, the due date is 30th November.

Tax Rates for Domestic Companies (FY 2024–25)

• 25% – For domestic companies with turnover ≤ ₹400 crore in the previous year.
• 30% – For other domestic companies.
• Plus applicable surcharge (7% or 12%) and cess (4%).

Penalties for Late Filing or Non-Filing

• Late filing fee (Section 234F):
  • ₹5,000 if filed after due date but before 31st Dec.
  • ₹10,000 if filed after 31st Dec.
  • Limited to ₹1,000 if total income ≤ ₹5 lakh.
• Interest (Section 234A/B/C): Payable for delay in filing or advance tax payment.
• Prosecution: Persistent non-filing can lead to prosecution with fine and imprisonment.

In short: Filing ITR is mandatory for all companies—active or inactive. Timely filing avoids penalties, builds financial credibility, and keeps your company in good legal standing.

Audit Requirements for Companies

In India, audits are a crucial part of annual compliance. Every registered company whether Private Limited, OPC, or Public Limited must undergo a statutory audit, regardless of its turnover or activity status. This ensures financial statements are accurate and reflect a true picture of the company’s affairs.

1. Statutory Audit (Mandatory for All Companies)

• Conducted by a Chartered Accountant (CA) appointed by the company.
• Auditor is appointed within 30 days of incorporation and reported to ROC through Form ADT-1.
• Covers the company’s balance sheet, profit & loss account, cash flow statements, and notes.
• Ensures compliance with the Companies Act and accounting standards.

2. Tax Audit (Section 44AB of the Income Tax Act)

• Applicable if turnover of a business exceeds ₹1 crore (₹10 crore if cash transactions ≤5%).
• For professionals, if gross receipts exceed ₹50 lakh.
• Conducted by a Chartered Accountant and reported in Form 3CA/3CB & 3CD.

3. CARO (Companies Auditor’s Report Order)

Certain companies must also comply with CARO reporting, which requires auditors to give detailed comments on loans, statutory dues, fraud, and internal controls.

Why Audits Matter

• Builds credibility with shareholders, investors, and banks.
• Prevents financial misstatements and fraud.
• Non-compliance can lead to penalties and prosecution under the Companies Act.

In short: Every company must get its accounts audited annually. Audits are not just a legal formality but a foundation of financial transparency and trust.

GST Compliance

If a company in India is registered under the Goods and Services Tax (GST), it must follow specific compliance requirements. GST compliance applies to all companies whose annual turnover crosses the prescribed threshold or those engaged in inter-state supply of goods and services. You can manage returns and information on the GST portal: gst.gov.in.

GST Registration Thresholds

• ₹40 lakh – For suppliers of goods.
• ₹20 lakh – For service providers.
• ₹10 lakh – For businesses in special category states (like North-Eastern states).

Key GST Returns

• GSTR-1: Details of outward supplies (sales), filed monthly/quarterly.
• GSTR-3B: Summary return of sales, purchases, ITC, and tax liability, filed monthly/quarterly.
• GSTR-9: Annual return, consolidating all GST data of the year.
• GSTR-9C: Reconciliation statement and certification (mandatory if turnover exceeds ₹5 crore).

Penalties for Non-Compliance

• Late fee: ₹50 per day (₹25 CGST + ₹25 SGST), subject to a maximum of ₹5,000.
• Nil return late fee: ₹20 per day.
• Interest: 18% per annum on outstanding tax liability.
• Persistent non-filing can result in cancellation of GST registration.

In short: GST compliance is not just about filing returns. It is about maintaining smooth cash flow, legal standing, and credibility in business transactions.

Penalties for Non-Compliance

Non-compliance is one of the biggest mistakes companies make after incorporation. Many founders believe that if there are no transactions or revenue, compliance is optional. In reality, ROC, Income Tax, and GST filings remain mandatory regardless of business activity. Missing these deadlines can attract hefty penalties, interest, and even disqualification of directors.

1. Penalties under ROC (MCA) Filings

• Form AOC-4 & MGT-7/7A: Delay attracts a penalty of ₹100 per day per form, with no upper limit.
• Director Disqualification: If a company fails to file returns for 3 consecutive years, directors can be disqualified under Section 164 of the Companies Act.
• Company Strike-Off: Persistent non-compliance may result in the company being struck off by the ROC. For more on strike-off procedures see: company strike-off in India.

2. Penalties under Income Tax Act

• Late ITR filing fee (Sec 234F):
  • ₹5,000 if filed after due date but before 31st Dec.
  • ₹10,000 if filed after 31st Dec.
  • Restricted to ₹1,000 if income ≤ ₹5 lakh.
• Interest (Sec 234A/B/C): 1% per month on outstanding tax liability.
• Prosecution: Persistent failure can lead to fines and imprisonment.

3. Penalties under GST

• Late filing fee: ₹50 per day (₹25 CGST + ₹25 SGST), max ₹5,000.
• Nil returns: ₹20 per day.
• Interest: 18% p.a. on delayed tax payments.
• Cancellation of GST registration for long-term non-filing.

Why Non-Compliance is Risky

Apart from financial penalties, non-compliance damages company credibility with banks, investors, and clients. It also creates legal hurdles for fundraising, loan approvals, or government tenders.

In short: Non-compliance costs much more than professional compliance fees. Staying compliant ensures legal safety, business continuity, and long-term credibility.

How to Maintain Compliance Smoothly

For many entrepreneurs, annual compliance feels like a burden, but with the right approach, it can be managed efficiently and without stress. The key is to treat compliance as a regular business activity, not something to be handled at the last minute.

Practical Tips for Smooth Compliance

• Maintain a Compliance Calendar
  • Mark important due dates for ROC filings, ITR, GST, and audits.
  • Use reminders or compliance management tools to avoid last-minute panic.
• Organize Financial Records
  • Keep all invoices, bank statements, and expense proofs updated monthly.
  • This helps auditors and reduces errors during filing.
• Hire a Professional (CA/CS)
  • A Chartered Accountant or Company Secretary ensures that filings are done accurately.
  • Professional guidance helps you avoid penalties and stay compliant with changing laws.
• Outsource Compliance
  • For startups and SMEs, outsourcing compliance to experts like TaxRupees saves time and cost. See our service page for company compliance: Company Compliance services.
  • You focus on growth while professionals handle filings and deadlines.

Why This Matters

Smooth compliance ensures that your company remains in good standing with MCA, Income Tax, and GST authorities. It also boosts your credibility with banks, investors, and corporate clients, a must for scaling your business.

In short: Compliance is not a cost. It is an investment in your company’s long-term stability and reputation.

How TaxRupees Can Help

Managing annual compliance in India can be overwhelming especially for startups and small businesses that don’t have a dedicated legal or finance team. Missing just one filing deadline can result in heavy penalties, loss of credibility, and legal risks. That’s why partnering with an expert compliance service like TaxRupees makes all the difference.

At TaxRupees, we provide complete end-to-end compliance support for companies, including:

• ROC Filings: Accurate and timely filing of AOC-4, MGT-7/7A, ADT-1, and other MCA requirements.
• Income Tax Compliance: ITR filing (ITR-6), advance tax calculations, and tax planning.
• GST Filings: Monthly/quarterly GSTR-1, GSTR-3B, annual GSTR-9, and reconciliation.
• Audit Coordination: Assistance in statutory and tax audits, ensuring no gaps in reporting.
• Compliance Calendar: Regular reminders so you never miss a due date.
• Affordable Packages: Startup-friendly pricing with no hidden costs.

By outsourcing compliance to TaxRupees, you can focus on scaling your business while we ensure your company stays fully compliant with MCA, Income Tax, and GST laws.

FAQs on Company Annual Compliance in India

1. What is annual compliance for a company in India?

   Annual compliance refers to the mandatory filings and submissions companies must complete every year with the Registrar of Companies (ROC), the Income Tax Department, and (if applicable) under GST laws.

2. Is annual compliance mandatory even if my company has no business activity?

   Yes. Even dormant or zero-revenue companies must file ROC returns and Income Tax Returns. Non-filing attracts penalties.

3. Which forms are filed annually with ROC?
   • AOC-4: Filing of financial statements.
   • MGT-7/7A: Annual return.
   • ADT-1: Auditor appointment.
4. What is the penalty for late ROC filings?

   ROC imposes a penalty of ₹100 per day per form, with no upper limit. Long delays can also result in director disqualification.

5. Do all companies need a statutory audit?

   Yes. Every Private Limited Company, OPC, and Public Company must undergo a statutory audit, irrespective of turnover.

6. Which ITR form is used for companies?

   Companies (except charitable/religious institutions) must file ITR-6 every year. Filing must be done with a Digital Signature Certificate (DSC).

7. What are the due dates for company ITR filing?
   • 31st July – Non-audit cases.
   • 30th September – Audit cases.
   • 30th November – Companies requiring transfer pricing audit.
8. What are the GST compliance requirements for companies?

   If GST registered, companies must file: GSTR-1 (outward supplies), GSTR-3B (summary return), GSTR-9 (annual return), and GSTR-9C (reconciliation if turnover > ₹5 crore).

9. What happens if a company does not file ITR?

   Non-filing can lead to: Late fee (Sec 234F) up to ₹10,000, interest (1% per month), and in persistent cases, prosecution.

10. Can GST be skipped if turnover is below ₹40 lakh/₹20 lakh?

    Yes, GST registration is not mandatory if turnover is below threshold limits. However, if voluntarily registered, compliance is compulsory.

11. Can a company be struck off for non-compliance?

    Yes. ROC can strike off a company that consistently fails to file annual returns, making it legally inactive.

12. How can I ensure smooth compliance?

    By maintaining a compliance calendar, organizing financial records, and hiring a CA/CS or compliance partner like TaxRupees, companies can avoid penalties and stay in good legal standing.

Confused about which filings apply to your company? Talk to TaxRupees experts today and keep your company compliant without the stress.