Upcoming Compliances for Private Limited Companies in the FY2025-26
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Darshana Chauhan, Unnati Sharma, Sanmita Poojari
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As the financial year progresses, it is crucial for businesses and directors to stay informed about upcoming compliance deadlines to avoid penalties and ensure smooth operations. Here is an overview of the key upcoming compliance requirements to be reported by Companies to the Ministry of Corporate Affairs (“MCA”) under the Companies Act, 2013 (“Act”):
| S. No. | Form Name | Applicability | Due Date | Details Required | Consequences of Non-Compliance |
| 1 | MSME Form I | MSME Form I is applicable to all companies that receive goods or services from micro or small enterprises and whose payments to these enterprises exceed 45 days from the date of acceptance or the date of deemed acceptance of the goods or services. | The filing of Form MSME-1 is required twice a year (half yearly):● For the period from 01 April 2025 to 30th September, 2025, the due date is 31st October, 2025.● For the period from 01 October 2025 to 31 March 2026, the due date is 30 April 2026. | ●Total outstanding amount due to MSME suppliers as of the reporting date.● Name of the supplier and their PAN.● Date from which the amount is due.● The reasons for the delay in payments. | Under Section 405 of the Act, failure to file Form MSME-1 can result in a penalty of INR 20,000/-. If the failure continues, an additional penalty of INR 1,000/- per day may be imposed, up to a maximum of INR 3,00,000/-. This penalty applies to both the defaulting company and its officers responsible for the non-compliance. |
| 2 | Form DIR-3 KYC / Web KYC | Form DIR-3 KYC is applicable to all individuals who have been allotted aDirector Identication Number (DIN) and are required to update their KYC details annually in order to keep the status of their DIN active. This annual compliance ensures that the personal information of directors are accurate and up-to-date on the MCA database, there by enhancing the transparency and integrity of corporate governance. | Individuals holding a DIN as of the first financial year, i.e., 31st March, 2025, are required to file Form DIR-3 KYC. The due date for filing DIR-3 KYC is 30th September 2025. For subsequent years, Web KYC must be submitted by the same deadline of 30th September | ● Personal mobile number and email address.● Address proof and identity proof.● Aadhar and PAN numbers.● Passport in case of Foreign Directors | Failure to file the Form DIR-3 KYC/ Web KYC within the due date results in the deactivation of the DIN. Reactivation of DIN requires filing of Form DIR-3 KYC along with a late fee of INR 5,000/-. This non-compliance can restrict the director from participating in any business activities until the DIN is reactivated. |
| 3 | Form AOC-4/ XBRL | All companies registered under the Act, including private limited companies, public limited companies, one-person companies (“OPC”), and small companies, must file Form AOC-4 annually. This form is used to file a company’s financial statements with the MCA. This includes the balance sheet, profit and loss account statement, and other relevant documents required under Section 137 of the Act. | The due date for filing Form AOC-4 is within 30 days from the date of the Annual General Meeting (“AGM”) for all companies, except for OPCs. OPCs have 180 days from the end of the financial year to file. | ● Financial statements including balance sheet, profit and loss account statement and Cash Flow statement as applicable.● Directors’ report● Auditors’ report● Details of related party transactions● Corporate social responsibility (CSR) activities, if applicable | Under Section 137 of the Act, failure to file Form AOC-4 within the due date may result in a penalty of INR 10,000/-. If the non-compliance continues, an additional penalty of INR 100/- per day will be imposed, subject to a cap on the company and its directors. Furthermore, the company’s directors may face disqualification under Section 164(2) of the Act, preventing them from being appointed as directors in any other company for five years. |
| 4 | Form MGT-7A /Form MGT-7 | All companies, except Small Companies and One OPCs, are required to file Form MGT-7. Small companies and OPCs must file Form MGT-7A. This form serves as the annual return, detailing the company’s shareholding structure, changes in directorship, and other key information that must be submitted to the MCA. | The due date for filing Form MGT-7/7A is within 60 days from the date of the AGM, or the deemed date if no AGM is held. In case of no AGM, a statement specifying the reasons for not holding it must also be submitted. | ● Details of shares, debentures, and other securities allotted.● Particulars of holding, subsidiary, and associate companies ● Details of directors, key managerial l personnel, and changes therein● Meetings of members//board/committees and attendance. ● Remuneration of directors and key managerial personnel● Penalties and punishments imposed on the company, its directors, or officers.Any other information required as per the specified format of the Form. | Under Section 92 of the Act, failure to file Form MGT-7/7A within the due date may result in a penalty of INR 10,000. If the non-compliance continues, an additional penalty of INR 100 per day will be imposed, subject to a cap of INR 2,00,000/- on the company and its directors, and fifty thousand rupees in case of an officer who is in default. Furthermore, the company’s directors may face disqualification under Section 164(2) of the Act, preventing them from being appointed as directors in any other company for five years. |
| 5 | Annual Disclosures in Form MBP-1 and DIR-8 | Applicable to Directors who participate in the first meeting of the Board in each financial year or whenever there is a change in the interest of a director, they are required to disclose any concerns or interests that may arise in any company, body corporate, firms, or other associations of individuals. This disclosure should take place at the first Board meeting held after such a change in form MBP-1. Every Director of the Company is required to provide disclosure of non-disqualification annually. | The company must record the disclosures annually at the first board meeting of each financial year, and any changes must be noted on an event-based basis. | For MBP-1:Names of companies, bodies corporate, firms, or associations of individuals in which the individual has any interest.Nature of the interest or concern, including any changes.Shareholding details.Date on which the interest or concern arose or changed. For DIR-8:Names of companies where the individual held directorship in the last 3 years.Dates of appointment and cessation.Details of any disqualification, if applicable. | Under Section 172 of the Act, the company and every officer of the company who is in default will be liable to a penalty of INR 50,000/-. If the failure continues, an additional penalty of INR 500/- per day will be imposed, up to a maximum of INR 3,00,000/- for the company and INR 1,00,000/- for the officer in default. |
| 6 | Annual General Meeting (“AGM”) | Every company, except a One Person Company, shall, in each year, convene, in addition to any other meetings, a general meeting known as its AGM. | First AGM: Within 9 months from the end of the financial year (on or before 31st December, 2025).Subsequent AGMs: Within 6 months from the end of the financial year (on or before 30 September, 2025 | Audited Financials along with the auditor’s reportDirectors’ Report | Under Section 99 of the Act, the company and every officer in default may be liable to a fine of up to INR 1,00,000/-. In case of continuing default, an additional fine of up to INR 5,000/- per day may be imposed for each day the default persists. |
| 7 | Form DPT-3 | Company shall file Return of deposits for acceptance of deposits or particulars of transaction not considered as Deposit as per rule 2 (1) (c) of the Companies (Acceptance of Deposit) Rules, 2014.This includes loan from Directors, institutions, Debentures, etc. | On or before 30th June, 2025 | Amounts received by the Company as a loanRepayments Ageing i.e loans outstanding for less than or equal to 1 year, more than 1 year and less than 3 years, and more than 3 years | Under Rule 21 of the Companies (Acceptance of Deposits) Rules, 2014, the company and every officer in default may be liable to a fine of up to INR 5,000/-. If the contravention continues, an additional fine of up to INR 500/- may be imposed for each day the contravention persists, after the first day. |
| 8 | Form PAS-6 | All companies that have obtained ISINs for their securities (dematerialized Securities) are required to File Form PAS-6 on a half-yearly basis to report the Reconciliation of Share Capital within 60 days from the end of each half-year. | For April 2025 – September 2025: on or before 29th November, 2025For October 2025 – March 2026: on or before 30th May, 2026 | CIN, ISIN for each security type.Issued capital, shares in Demat/physical form, and discrepancies.Changes in share capital (bonus, rights issue, ESOPs, etc.).Shares held by directors, promoters, and KMP.Demat requests pending beyond 21 days with reasons.CS/Practicing CS/CA certifying the form | Under Section 450 of the Act, the company and every officer in default, or any other person, may be liable to a penalty of INR 10,000/-. In case of continuing contravention, an additional penalty of INR 1,000/- per day may be imposed after the first day, subject to a maximum of INR 2,00,000/- for the company and INR 50,000/- for the officer or other person in default. |
Conclusion
Keeping up with compliance deadlines is essential for the smooth functioning and legal standing of any business. Companies must ensure timely reporting of forms with the MCA to avoid penalties and legal repercussions. It is advisable to maintain a compliance calendar and set reminders well in advance to ensure that the applicable lings are completed within the stipulated time frame.
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Darshana Chauhan
Senior Associate | Compliance | [email protected]
Manages compliance for acquisitions, fundraising, and due diligence with meticulous execution. Ensures adherence to the Companies Act and FEMA while delivering seamless regulatory solutions.
Unnati Sharma
Associate | Secretarial Compliance | [email protected]
Offers expertise in foreign exchange management, overseas direct investments, and startup advisory. Ensures regulatory adherence while delivering tailored solutions to meet unique business needs.
Sanmita Poojari
Senior Associate | Compliance | [email protected]
A compliance expert with a strong foundation in corporate legal and secretarial practices. Excels in corporate governance, regulatory filings, and advisory services on legal and financial matters, ensuring seamless corporate law compliance for clients.
We Are Problem Solvers. And Take Accountability.
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