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Annual Regulatory Compliances for Small Companies in India | Macs Edge
September 07, 2026
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A practical guide to annual regulatory compliances for small companies in India — covering the Companies Act, Income Tax, GST, RBI/FEMA, and SOFTEX requirements. Learn what qualifies as a "small company," key filing deadlines including the new 3-year DIR-3 KYC cycle, and how Macs Edge helps you stay penalty-free year-round.
A Practical Guide for Founders, Directors and Finance Teams — by Macs Edge
Running a small company is not just about sales and growth — it also means honouring a fixed set of statutory obligations every financial year under the Companies Act, Income Tax Act, GST law, FEMA/RBI regulations and labour statutes. Missing even one deadline can attract steep penalties, late fees, and disqualification of directors. This guide breaks down what a "small company" is, the annual compliances it must follow — including the newly revised DIR-3 KYC cycle and RBI/SOFTEX obligations for exporters — and how Macs Edge can keep you effortlessly compliant.
What Is a Small Company?
A "small company" is a special category of private company created under Section 2(85) of the Companies Act, 2013, to reduce the compliance burden on smaller businesses. The Ministry of Corporate Affairs (MCA) has revised the financial thresholds multiple times to bring more companies within this beneficial category.
| Criteria | Old Limit (2022) | Current Limit (w.e.f. 1 Dec 2025) |
|---|---|---|
| Paid-up Share Capital | Not exceeding ₹4 crore | Not exceeding ₹10 crore |
| Turnover (preceding FY) | Not exceeding ₹40 crore | Not exceeding ₹100 crore |
Both conditions — paid-up capital and turnover — must be satisfied simultaneously for a private company to qualify as a small company. A holding company, subsidiary company, Section 8 company, or a company governed by a special Act (e.g. banking, insurance) can never be classified as a "small company," irrespective of its financials.
Definition Source
Section 2(85), Companies Act 2013 read with Rule 2(1)(t) of Companies (Specification of Definition Details) Rules, 2014.
Applies Only to Private Companies
Public companies can never be "small companies" — even if financials qualify.
Key Benefit
Reduced disclosures, exemption from mandatory auditor rotation, cash-flow statement waiver, and abridged annual return (MGT-7A).
Compliances Under the Companies Act, 2013
Every registered company, regardless of turnover, must meet certain recurring obligations toward the Registrar of Companies (ROC). Small companies enjoy simplified versions of several forms.
Board Meetings
Minimum 2 board meetings per year, with a gap of not more than 90 days between consecutive meetings.
Annual General Meeting (AGM)
Must be held on or before 30 September following the financial year-end.
Auditor Appointment – ADT-1
Intimation of auditor appointment within 15 days of the AGM.
Financial Statements – AOC-4
Filed within 30 days of the AGM (typically by 30 October).
Annual Return – MGT-7A
Abridged annual return exclusive to small companies and OPCs, filed within 60 days of the AGM (typically by 29 November).
Director KYC – DIR-3 KYC Updated
Now a triennial (once every 3 years) filing instead of annual, effective from 31 March 2026, with due date 30 June of the relevant year.
Deposit Return – DPT-3
Return of deposits and exempted deposits, due by 30 June every year.
MSME-1 Return
Half-yearly disclosure of dues to micro/small enterprises outstanding beyond 45 days — due 30 April & 31 October.
New DIR-3 KYC Rule (3-Year Cycle): Under the Companies (Appointment and Qualification of Directors) Amendment Rules, 2025, notified on 31 December 2025 and effective 31 March 2026, the MCA has replaced the annual DIR-3 KYC filing requirement with a simpler intimation filed once every three consecutive financial years. Directors who have already completed KYC up to FY 2025-26 automatically migrate to the new cycle, with their next filing due by 30 June 2028. The due date for the periodic 3-year filing is 30 June of the relevant year, and no DSC or professional certification is required for the routine 3-year filing. Any change in mobile number, email ID, or residential address must still be updated within 30 days through the revised KYC form, regardless of the 3-year cycle.
Compliances Under the Income Tax Act, 1961
Income tax obligations apply irrespective of whether the company earned a profit, made a loss, or remained dormant during the year.
Income Tax Return – ITR-6
Mandatory annual filing, due 31 October of the assessment year for audited companies (companies are always subject to audit).
Tax Audit – Form 3CD
Applicable if turnover exceeds ₹1 crore (₹10 crore where 95% transactions are digital); audit report due 30 September.
Advance Tax
Payable quarterly (15 Jun, 15 Sep, 15 Dec, 15 Mar) where estimated tax liability exceeds ₹10,000.
TDS/TCS Compliance
Monthly deduction and deposit, with quarterly TDS returns (Form 24Q/26Q) and annual TDS certificates.
Compliances Under GST Law
GST compliance is recurring and turnover-driven, with certain annual filing relaxations for smaller taxpayers.
Monthly/Quarterly Returns
GSTR-1 (outward supplies) and GSTR-3B (summary return) filed monthly or quarterly under the QRMP scheme.
Annual Return – GSTR-9
Mandatory only if aggregate turnover exceeds ₹2 crore in the financial year; exempt for smaller taxpayers.
Reconciliation – GSTR-9C
Self-certified reconciliation statement required where turnover exceeds ₹5 crore.
RBI / FEMA Compliances
Small companies with any foreign shareholding, overseas investment, or cross-border transactions must also meet RBI reporting obligations under the Foreign Exchange Management Act (FEMA), 1999, in addition to ROC and tax filings.
Foreign Liabilities and Assets (FLA) Return
Mandatory for any Indian company/LLP holding outstanding FDI and/or ODI as on 31 March, filed via the FLAIR portal by 15 July every year.
Provisional & Revised FLA Filing
If audited accounts aren't ready by the due date, file provisionally on unaudited figures, then submit a revised return by 30 September once audited.
FC-GPR (Share Allotment to Foreign Investors)
Reported within 30 days of allotment of shares/convertible instruments to a non-resident investor, via the FIRMS portal.
FC-TRS (Transfer of Shares)
Filed for transfer of shares between resident and non-resident, within 60 days of the transaction.
ODI Reporting (Form ODI / APR)
Annual Performance Report required where the company has made overseas direct investment in a foreign entity.
FLA Return due-date update: The standard due date is 15 July every year, but RBI extended the FY 2025-26 FLA return deadline to 31 July 2026. Late or non-filing under FEMA reporting attracts a Late Submission Fee (LSF) of ₹7,500 per return in addition to compounding risk.
SOFTEX Compliance for Software/IT Exporters
Companies exporting software, IT-enabled services, or digital content must comply with SOFTEX filing requirements under FEMA, regardless of company size, since this is a transaction-based (not turnover-based) obligation.
SOFTEX Form Filing
Every software exporter must file Form SOFTEX for each export transaction, certified by STPI, within 30 days of the invoice date or the last invoice in a monthly batch.
Non-STPI Registration
Companies not registered under the STP Scheme must still register as a "Non-STP unit" with jurisdictional STPI solely to access the portal for SOFTEX certification.
Bulk Filing Facility
All software exporters — including small exporters — can now file single or bulk SOFTEX forms in Excel format for certification, a facility earlier limited to large exporters.
Bank Realisation Certificate (BRC)
After STPI certification, the SOFTEX form is presented to the Authorised Dealer Bank, which reconciles it against inward remittance in EDPMS and issues the BRC.
There is no minimum invoice-value exemption for SOFTEX filing — the exemption for invoices below USD 25,000 was withdrawn in September 2013, so filing is mandatory for every software export transaction irrespective of value.
Labour and Other Periodic Compliances
Depending on headcount and business activity, small companies may also need to fulfil obligations under labour welfare and professional tax laws.
Provident Fund (PF)
Applicable once employee strength crosses 20; monthly contribution and return filing via the EPFO portal.
ESI Registration
Mandatory for establishments with 10+ employees drawing wages within the notified ceiling; half-yearly returns.
Professional Tax
State-specific annual/monthly returns, applicable to companies and employees in states levying this tax (e.g. Kerala, Karnataka, Maharashtra).
Annual Compliance Calendar at a Glance
| Compliance | Form | Typical Due Date |
|---|---|---|
| Director KYC (once every 3 years) | DIR-3-KYC-Web | 30 June (of the applicable 3-yearly cycle) |
| Deposit Return | DPT-3 | 30 June |
| FLA Return (if FDI/ODI) | FLA (via FLAIR portal) | 15 July (revised FY 25-26: 31 July 2026) |
| Auditor Appointment | ADT-1 | Within 15 days of AGM |
| Financial Statements | AOC-4 | Within 30 days of AGM (~30 October) |
| Annual Return | MGT-7A | Within 60 days of AGM (~29 November) |
| Income Tax Return | ITR-6 | 31 October (audited companies) |
| Tax Audit Report | Form 3CD | 30 September |
| GST Annual Return | GSTR-9 | 31 December (if turnover > ₹2 crore) |
| SOFTEX Filing (if software exporter) | SOFTEX Form | Within 30 days of invoice date |
How Macs Edge Helps Small Companies Stay Compliant
Macs Edge is built to take the stress out of annual compliance for founders, directors and finance teams who would rather focus on growing their business than tracking due dates — including the newer, less-frequent but easily-forgotten filings like the 3-year DIR-3 KYC, FLA return, and SOFTEX.
Unified Compliance Calendar
Automated tracking of ROC, Income Tax, GST, FEMA/RBI and labour-law deadlines, tailored to your company's incorporation date and AGM schedule.
Expert Drafting & Filing
End-to-end preparation and filing of AOC-4, MGT-7A, ADT-1, DIR-3-KYC-Web (including the new 3-year cycle) and DPT-3 by qualified Company Secretaries.
FEMA & RBI Support
Assistance with FLA return filing on the FLAIR portal, FC-GPR/FC-TRS reporting, and coordination for SOFTEX certification with STPI.
Tax & GST Coordination
Seamless coordination with your CA for tax audit, ITR-6, and GST annual return filings — no missed handoffs.
Real-Time Alerts
Proactive reminders well before each due date — including multi-year filings that are easy to lose track of — so penalties and late fees never catch you off guard.
Document Vault
Secure, organised storage of resolutions, minutes, registers, FLA/SOFTEX acknowledgements and filed forms — audit-ready at all times.
Never Miss a Compliance Deadline Again
Let Macs Edge manage your company's annual ROC, tax, GST and RBI/FEMA compliance calendar — accurately, on time, every time.
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