Does a Private Limited company need an audit every year?

Short answerYes — every year, without exception. Section 139 of the Companies Act, 2013 requires a Private Limited company’s accounts to be audited by a CA annually — dormant, loss-making and zero-revenue companies included. There is no small-company or startup carve-out from audit itself; the carve-outs touch rotation and reporting, never the audit.

What the law fixes

The first auditor is appointed by the board within 30 days of incorporation; thereafter the AGM appoints for five-year terms, reported in ADT-1 within 15 days. The audited financial statements must be laid at the AGM (by 30 September) and filed in AOC-4 within 30 days of it. Auditor rotation is the one obligation most private companies escape — it binds only those with paid-up capital of ₹50 crore+ or borrowings of ₹50 crore+.

“But the company did nothing this year”

Irrelevant — a NIL-revenue company still produces financial statements, and they still need audit. Even formal dormant status under section 455 keeps an audit requirement alive. The only true exits are strike-off or conversion. Budget for the audit as a fixed cost of keeping the company alive, or wind it up deliberately — limbo is the expensive option.

What skipping it actually costs

No audit → no adoptable accounts → no AOC-4/MGT-7 → late fees of ₹100 per day per form with no cap, and after three consecutive years of non-filing, director disqualification under section 164(2) plus the company heading towards strike-off — with the directors’ other directorships caught in the blast. The audit fee is always the cheapest line in that chain. Our audit practice quotes sensibly for small and dormant companies precisely so the chain never starts.

Talk to CA Vijay R Singh

Company idle but alive on the register, audits pending? You can message him directly, or book a short call to talk through your situation.

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This answer is general information, not professional advice. Tax rates, thresholds and forms change with each Finance Act — please confirm the current position for your own facts, or speak to us, before acting.

© 2026 Vijay R Singh & Co., Chartered Accountants · FRN 136869W · ICAI M.No. 153926 · Practising since 2013

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