Service brief · Chapter I · Annual Compliance

Annual Compliance Retainer,year on year, filing on filing.

The year-round work of keeping a Private Limited Company, LLP, or OPC current with the Registrar — annual filings, board minutes, statutory registers, director KYC, and the compliance calendar. One signing PCS, one fixed annual fee, every deadline tracked.

Already decided

Begin your annual compliance retainer.Twelve-minute onboarding. We pick up wherever your filings currently stand.

I.
Part One

The retainer in practice

What we cover, when we file, and how the year runs.

The scope

What is covered

The retainer is a single annual engagement that covers every recurring statutory obligation under the Companies Act, 2013 (or the LLP Act, 2008, for LLPs). One signing PCS, one fixed annual fee, every required filing handled, every register maintained, every deadline tracked.

For a Private Limited Company / OPC

  • Annual filings

    AOC-4 (audited financial statements) within 30 days of AGM. MGT-7 or MGT-7A (annual return) within 60 days of AGM. ITR-6 coordination with your CA.

  • Director-level KYC

    DIR-3 KYC for every director, before 30 September each year. We file in bulk, track active DINs, and flag re-activations needed.

  • Board and general meeting documentation

    Notice and agenda for the four annual board meetings (two for OPCs and small companies). Minutes drafted, circulated, and entered in the minutes book. AGM notice, agenda, and minutes.

  • Statutory registers

    Register of Members, Register of Directors and KMP, Register of Charges, Register of Loans, Investments and Guarantees, Register of Debentures — maintained continuously and brought up to date with every event.

  • Auditor coordination

    ADT-1 filings on auditor appointment, reappointment, or change. Coordination with your CA on the audit timeline so AOC-4 deadlines are not missed.

  • Event-based filings, included up to a cap

    Routine event filings included in the retainer up to four events a year — director additions/removals (DIR-12), share allotments (PAS-3), charge creation/satisfaction (CHG-1, CHG-4), name changes that flow through to filings. Beyond four events, each is quoted separately.

  • Compliance calendar

    A live calendar in your dashboard with every upcoming filing, meeting, and KYC deadline — with proactive reminders 30, 14, and 3 days before each due date.

For an LLP

  • Annual filings

    Form 11 (annual return) by 30 May each year. Form 8 (annual statement of accounts and solvency) by 30 October each year.

  • DIR-3 KYC

    Annual KYC for every designated partner with an active DPIN, before 30 September each year.

  • Form 3 / Form 4 filings

    Supplementary LLP Agreement filings on changes to capital, profit-share, or partner roles. Form 4 on partner additions or removals. Up to two events a year included; beyond, quoted separately.

  • Statutory registers

    Register of Partners, Register of Charges, and any other register prescribed under the LLP Rules — maintained and brought up to date.

The compliance year

The annual cycle, at a glance

The compliance year for a March-ending financial year — the most common case — runs in three rhythms: a quiet first half, a tax-and-audit summer, and a filing-heavy autumn.

  • April – May
    Q1
    Books closed for the previous year. Auditors begin the audit. We collect data for the annual return (MGT-7) — shareholding, director details, indebtedness as at 31 March.
  • By 30 May
    LLP Q1
    Form 11 (annual return) filed for LLPs.
  • June – July
    Q2
    Audit completed. Financial statements finalised and approved by the Board. Income-tax return filed by your CA (ITR-6 by 31 July if no audit; 31 October if tax audit applies).
  • By 30 September
    Q3 KYC
    DIR-3 KYC filed for every director with an active DIN. Failure to file deactivates the DIN and attracts a ₹5,000 reactivation fee.
  • September – October
    Audit
    Annual General Meeting held within 9 months of FY end (so by 31 December for March FY; first AGM may be later by Section 96 proviso). Auditor reappointed or replaced; ADT-1 filed where required.
  • By 30 October
    LLP Q3
    Form 8 (annual statement) filed for LLPs.
  • Within 30 days of AGM
    Companies
    AOC-4 filed — financial statements, board's report, auditor's report, and where applicable cash flow statement.
  • Within 60 days of AGM
    Companies
    MGT-7 (or MGT-7A for small companies and OPCs) filed — annual return.
  • Throughout the year
    Continuous
    Minimum 4 board meetings (2 for OPCs and small companies) with no gap exceeding 120 days between consecutive meetings. Statutory registers maintained continuously. Event filings as they arise.
The records we maintain

Statutory registers and minute books

The Companies Act prescribes a set of registers and minute books that every company must maintain at its registered office, continuously, throughout its life. The registers are not paperwork formalities — they are the evidentiary record of the company's ownership, indebtedness, and governance, and they must be up to date at any moment.

  1. i.

    Register of Members

    Section 88(1)(a). Every shareholder, the shares held, dates of allotment and transfer, and consideration received. Updated with every share-related event.

  2. ii.

    Register of Directors and Key Managerial Personnel

    Section 170. Personal details, DIN, date of appointment, and date of cessation for every director and KMP. Updated within 30 days of any change.

  3. iii.

    Register of Charges

    Section 85. Every charge created on the company's assets — secured loans, mortgages, pledges. Updated within 30 days of charge creation, modification, or satisfaction, alongside the corresponding filing in CHG-1 / CHG-4.

  4. iv.

    Register of Loans, Investments, and Guarantees

    Section 186(9). Any inter-corporate loan, investment, or guarantee given by the company.

  5. v.

    Register of Debentures or Other Securities

    Section 88(1)(b) and (c). For companies that issue debentures or any other securities — particulars of holders and transfers.

  6. vi.

    Minute books

    Section 118. Minutes of every Board meeting and every General Meeting, signed and dated within 30 days. Maintained as a permanent record.

How the year runs

The touchpoints, end to end

The retainer is designed to require minimum founder time. Most interactions are asynchronous — through your dashboard, on email, or on WhatsApp — with calls only when a real decision needs to be made.

  • Onboarding (one-time, ~30 minutes)

    On engagement, we collect your incorporation documents, prior filings, current statutory registers (we set them up if missing), and the contact details of your auditor. We assess the current compliance position and flag anything that needs catching up before the next due date.

  • Quarterly board meeting touchpoints (15 minutes each)

    Before each scheduled board meeting, we send the agenda and any resolutions for review. Most quarters require a single short call or asynchronous review. Minutes are drafted and entered in the minute book within 30 days.

  • Annual return season (April – June, ~1 hour total)

    We collate shareholding, director details, and indebtedness data for the annual return. Most of the data we already hold from the registers; we confirm with you before filing.

  • Audit and AGM season (July – November, ~1 hour total)

    We coordinate with your auditor on the audit timeline. We draft the AGM notice, agenda, and minutes. Resolutions for auditor reappointment, financials approval, and any other AGM business are circulated for review.

  • Year-round event filings

    When a director changes, a charge is created, or shares are allotted, you tell us — through the dashboard or WhatsApp — and we file within the 30-day window.

  • Compliance calendar in your dashboard

    Every upcoming deadline visible at a glance. Reminders fire 30, 14, and 3 days before each due date. Missed deadlines are escalated.

What it costs

The annual fee

A single fixed annual fee covering everything in scope. No per-filing pricing, no surprise add-ons within the included scope.

The annual fee

From ₹15,000 per year,billed annually in advance.

Pricing is banded by entity type and complexity:

  • Small Pvt Ltd / OPC (paid-up capital up to ₹50 lakh, no charges, no FDI): ₹15,000 / year
  • Mid-size Pvt Ltd (paid-up up to ₹2 crore, with charges or routine events): ₹22,000 / year
  • LLP (small): ₹11,000 / year
  • LLP (mid-size or with FDI): ₹14,000 / year

Larger companies, companies with foreign-investment reporting, or companies with significant secured debt are quoted on request.

What is not included

  • Government filing fees

    MCA filing fees on AOC-4, MGT-7, DIR-3 KYC, and any event-based forms — passed through at exact cost. Typically ₹500–2,000 across the year for a small company.

  • Tax filings and audit

    Income-tax return preparation, tax audit, and GST returns sit with your CA. We coordinate with your CA on timelines but do not file taxes ourselves.

  • Catch-up of past defaults

    If your company has missed filings from prior years, we quote the catch-up engagement separately. The principal cost is government additional fees, not our work.

  • Event filings beyond the included cap

    Up to four event filings (two for LLPs) are included. Beyond that — large fundraising rounds with multiple share allotments, charge-heavy companies, frequent director changes — each is quoted at the standard event rate.

Beginning the retainer

What onboarding looks like

The onboarding engagement runs over the first two weeks. The goal is a clean, complete picture of where the company stands — and a written plan for the year ahead.

  • Week 1 — Document collection and review

    We collect incorporation documents (CoI, MoA, AoA, LLP Agreement), prior MCA filings, prior audited financials, current statutory registers, and minute books. Where registers are missing or incomplete, we reconstruct them from the source documents.

  • Week 1 — Compliance audit

    We assess the current compliance position — outstanding filings, lapsed DINs, missing registers, unsigned minutes. Anything that needs catching up is flagged.

  • Week 2 — Catch-up plan, if needed

    If past defaults are found, we quote the catch-up separately. The retainer engagement is for going forward; the catch-up is a one-time project.

  • Week 2 — Compliance calendar set up

    Every upcoming deadline in the year is loaded into your dashboard. Reminders are configured. The first scheduled touchpoint — usually the next board meeting — is booked.

II.
Part Two

Understanding annual compliance

The legal foundation, read at your pace.

The structure

Why every company has these duties

Annual compliance is not a contractual obligation that founders opt into — it is a statutory consequence of incorporating a company or LLP. The Companies Act, 2013, and the LLP Act, 2008, require every entity to file specified returns, hold prescribed meetings, maintain registers, and undergo audit (where applicable), regardless of size, revenue, or activity.

i.

Disclosure to the Registrar

The annual return and audited financials filed with the Registrar become part of the public record on the MCA portal. Counterparties, lenders, regulators, and the public can verify the company's ownership, indebtedness, and financial position at any time.

ii.

Governance discipline

The board-meeting and AGM requirements force a minimum cadence of formal decision-making. The minute book becomes the historical record of what the company decided and why — useful in disputes, due diligence, and compliance audits.

iii.

Director-level accountability

DIR-3 KYC keeps the MCA's director directory current. Every director is personally accountable for compliance with these duties; default attracts personal penalty under the relevant section.

iv.

Statutory protection of stakeholders

The registers and audited statements protect minority shareholders, creditors, and employees. They make it harder for an entity to misrepresent itself or to hide material changes from the people who deal with it.

The filings

The annual filings, explained

AOC-4 — financial statements

Filed under Section 137 of the Companies Act within 30 days of the AGM. Carries the audited financial statements (balance sheet, profit-and-loss, cash flow where applicable), the board's report, the auditor's report, and any consolidated statements. AOC-4 XBRL applies to listed companies, companies with paid-up capital above ₹5 crore, or turnover above ₹100 crore.

MGT-7 / MGT-7A — annual return

Filed under Section 92 within 60 days of the AGM. Captures shareholding, director details, indebtedness, share transfers, and related-party transactions as at the AGM date. MGT-7A applies to small companies and OPCs — a simplified version of the full annual return.

For LLPs — Form 11 and Form 8

Form 11 (annual return) filed by 30 May each year, capturing partner details, contribution, and changes during the year. Form 8 (annual statement of accounts and solvency) filed by 30 October, signed by the designated partners. Audit is required only if turnover exceeds ₹40 lakh or contribution exceeds ₹25 lakh.

The auditor

Audit and the auditor

A Pvt Ltd or OPC must have its accounts audited every year by a Chartered Accountant in practice (Section 139). There is no turnover threshold below which audit is excused. The auditor is appointed at the first AGM by an ordinary resolution, for a term of five financial years; the appointment is filed in Form ADT-1.

The auditor's role

The auditor examines the books of account, verifies the financial statements, and issues an audit report. The auditor's report addresses true-and-fair view, internal financial controls, fraud, and statutory matters specified under the Companies (Auditor's Report) Order — CARO 2020.

The retainer coordinates with your auditor — books closing, audit timeline, board approval of financials, AGM scheduling — but the audit itself, and your tax filings, sit with your CA.

For LLPs

An LLP requires audit only if turnover exceeds ₹40 lakh or contribution exceeds ₹25 lakh. Below those thresholds, the partners certify the accounts in Form 8 without external audit.

Director-level compliance

DIR-3 KYC

Every director of any Indian company who holds an active DIN must file DIR-3 KYC annually, before 30 September each year. The filing confirms that the director's identifying information on the MCA portal — name, address, email, mobile number — is current.

Two routes

  • DIR-3 KYC web

    A simplified web form, available to directors whose details have not changed since the previous year. OTP-based confirmation of mobile and email; no document upload required.

  • DIR-3 KYC e-form

    The full e-form, required for first-time KYC and for any year where mobile, email, or address has changed. Document attachments and DSC-based filing required.

The records

Statutory registers

The statutory registers are not files we update once a year. Section 88 and the related sections require the registers to be maintained continuously — every share transfer, director appointment, charge creation, or loan must be recorded in the relevant register within the prescribed window, usually 30 days or shorter.

On the retainer, registers are maintained in your dashboard. Each event you tell us about is recorded in the register and in the corresponding MCA filing in a single workflow. The registers are produced from the dashboard whenever needed — for due diligence, audit, or Registrar inspection.

The cost of non-compliance

Penalties for late or missed filings

The penalty regime under the Companies Act and the LLP Act is designed to make late filing meaningfully expensive. The additional MCA fees alone can dwarf the cost of professional help.

  • AOC-4 / MGT-7 — flat ₹100 per day per form

    With no upper cap. A small company that misses both filings by a year accumulates ₹73,000 in penalties on two filings alone — without any prosecution risk for the directors.

  • LLP Form 8 / Form 11 — flat ₹100 per day per form

    Same structure as AOC-4 and MGT-7. No upper cap; the longer the delay, the larger the bill.

  • DIR-3 KYC — DIN deactivation + ₹5,000 reactivation

    The director cannot sign any MCA filing until the DIN is reactivated. The reactivation fee is fixed; the operational disruption can be larger if multiple filings are blocked.

  • Section-level penalties on the company and officers

    Beyond MCA additional fees, Sections 92(5) and 137(3) prescribe penalties on the company and on every officer in default — typically a flat amount plus a per-day continuing penalty. These are imposed by the Registrar in cases of persistent default.

  • Strike-off and prosecution

    Companies that fail to file annual returns for two consecutive years can be marked 'Inactive' or struck off by the Registrar. In serious cases, prosecution under the Act is available against the company and its officers in default.

Lighter for the small

Small-company and OPC dispensations

The Companies Act recognises that the full compliance regime would be disproportionate for genuinely small operations. Two structural categories carry meaningful dispensations.

Small companies

Defined under Section 2(85) — broadly, a Pvt Ltd whose paid-up capital does not exceed ₹4 crore and whose turnover does not exceed ₹40 crore in the immediately preceding financial year (the thresholds were progressively widened by the Companies (Specification of Definitions Details) Amendment Rules in 2021 and 2022). Small companies are exempt from many compliance requirements:

  • MGT-7A in lieu of MGT-7

    A simplified annual return.

  • Two board meetings instead of four

    Section 173(5) — one in each half of the year, with a minimum 90-day gap.

  • Cash flow statement not required

    Section 2(40) — financial statements need not include a cash flow statement.

  • Lower penalties

    Section 446B — penalties on small companies and OPCs are at half the rate prescribed for other companies.

OPCs

OPCs enjoy the same dispensations as small companies, plus:

  • No AGM required

    An OPC need not hold an AGM. A deemed AGM date is reckoned for filing-deadline purposes.

  • Single-director board procedure

    Where there is only one director, no board meeting is required (Section 122). Resolutions are recorded by the sole director and entered in the minute book.

In closing

Frequently asked

Can you take over compliance for an existing company?+

Yes. Onboarding starts with a compliance audit of where the company currently stands. Past defaults, lapsed DINs, missing registers, and unsigned minutes are all flagged. Catching up past defaults is a separate engagement, quoted on completion of the audit; going forward sits within the retainer.

Do you handle income tax and GST as well?+

No. Income-tax filings, tax audits, and GST returns sit with your Chartered Accountant. We coordinate with your CA on the audit and tax timelines so the AOC-4 and MGT-7 deadlines are met, but we do not file taxes ourselves.

What if my filings are already overdue?+

We handle the catch-up alongside the going-forward retainer. The principal cost is the MCA additional fees (₹100 per day per overdue form, no upper cap). Our catch-up fee is quoted separately, on review of the position. The longer the delay, the more expensive it gets — there is meaningful value in catching up sooner rather than later.

What if the auditor changes or resigns?+

Auditor change or resignation triggers an ADT-1 filing with the Registrar within the prescribed window. We handle the filing as part of the retainer, alongside the procedural steps under Section 140 (resolution of the Board, intimation to the Registrar, special procedure for casual vacancy or removal during the term).

Can I switch from another CS firm to you mid-year?+

Yes. Onboarding takes about two weeks. We collect the company's historical filings from the MCA portal directly, confirm the current registers, and pick up from where the prior practitioner left off. The retainer fee is pro-rated for partial years.

What does a board meeting actually involve?+

For most small companies on retainer, board meetings take 15–30 minutes each, often by video call. We circulate the agenda and any resolutions in advance; the board confirms or requests changes. Meeting minutes are drafted by us and entered in the minute book within 30 days. Small companies and OPCs need only two meetings a year (one in each half).

What is the engagement letter?+

A formal written engagement letter under the ICSI Code of Conduct, e-signed via Aadhaar. It defines the scope of work, the annual fee, exclusions (taxes, audit, catch-up of past defaults), your responsibilities (timely document submission, attendance at scheduled meetings), our responsibilities, the refund policy, and dispute resolution. You can read it inside the online form before signing.

To engage us

Begin the retainer.

Onboarding takes about two weeks. We assess your current compliance position, flag anything that needs catching up, and set up the calendar for the year ahead. The first invoice is raised on engagement; subsequent renewals are annual.