"My CA filed my ITR, so the company is covered": What ITR-6 actually requires from a Pvt Ltd

Which law applies: this guide uses Income-tax Act 1961 section numbers, which govern FY 2025-26 (AY 2026-27) and earlier. From tax year 2026-27 (1 April 2026) the Income-tax Act 2025 applies and section numbers change.

Suppose a founder files his personal ITR-2 in July, showing salary from his company and some capital gains, and assumes compliance is done. In November a notice under Section 142(1) addressed to the company's PAN arrives. The company — a two-year-old private limited with ₹40 lakh revenue and a small loss — has never filed an ITR-6. The CA filed the founder's return, not the company's. Those are two different assessees, two different PANs, two different forms, and two different deadlines. The company's non-filing carries a penalty exposure that can dwarf anything on the personal return.

This is a costly misunderstanding in Indian startup compliance. Here is what the law actually says.

What the law actually requires

Filing is mandatory regardless of income or loss. "Every company or a firm shall furnish on or before the due date the return in respect of its income or loss in every previous year" (s.139(1), fourth proviso, ITA 1961). The exemption for individuals below the basic exemption threshold does not extend to companies. A dormant company with zero revenue must still file. So must a company that made a loss.

The form is ITR-6. ITR-6 is the prescribed form for companies other than those claiming exemption under Section 11 (charitable or religious trusts, which use ITR-7). A private limited company cannot file ITR-4, ITR-5, or any of the individual forms. ITR-6 must be furnished electronically under digital signature — there is no ITR-V paper route and no Aadhaar OTP route for a company.

The director's return is a separate obligation. A director files in a personal capacity, reporting salary, director's remuneration, dividend income and capital gains. A director cannot use the simplified ITR-1/ITR-4 forms, and the return itself asks "Whether you were Director in a company at any time during the previous year?" with company details to be furnished (ITR-3, AY 2026-27). That disclosure is precisely why the department cross-matches director returns against company PANs — and why a director who files while his company does not is flagging himself. The company is a separate assessee, and its profit after deducting your salary is taxed separately at the corporate rate. Two returns, two PANs, two liabilities.

Due dates for AY 2026-27 (FY 2025-26):

• Company assessee: 31 October 2026 — s.139(1), Explanation 2 Table, Sl. No. 2 (as substituted by the Finance Act 2026, w.e.f. 1 March 2026): company (and other audit cases) where section 92E does not apply. Companies do not get the 31 July date; that applies to non-audit individuals.
• Company with a transfer pricing obligation (international transaction or specified domestic transaction requiring Form 3CEB under Section 92E): 30 November 2026.
• Tax audit report in Form 3CA/3CD under Section 44AB, where turnover exceeds ₹1 crore (or ₹10 crore where cash receipts and cash payments each stay under 5% of the total): due 30 September 2026, one month ahead of the return.
• Form 3CEB (transfer pricing report): 31 October 2026.
• Belated return under Section 139(4): up to 31 December 2026.
• Updated return (ITR-U) under Section 139(8A): up to 48 months from the end of the assessment year, following the Finance Act 2025 extension from 24 months — so up to 31 March 2031 for AY 2026-27, with escalating additional tax.

Schedule AL-1 — the balance sheet schedule most founders have never heard of. For companies, ITR-6 requires a schedule of assets and liabilities as at year-end for the unlisted company: land and building, shares held, loans and advances given, jewellery and bullion, vehicles, aircraft and yachts, and liabilities. This is separate from the individual Schedule AL — which for AY 2026-27 applies only "where total income exceeds Rs. 1 crore" (ITR-3, AY 2026-27). The unlisted-company schedule has no income threshold — it applies to every unlisted company, including a two-person startup. Two carve-outs: recognised start-ups file Schedule AL-2 instead of AL-1, and section 8 companies, guarantee-limited companies and start-ups (Schedule SH-2) sit outside Schedule SH-1.

Schedule SH-1 — shareholding disclosure. An unlisted company must also disclose its shareholding at year-end: every shareholder with name, residential status, PAN, date of allotment, number of shares, face value, issue price and amount received; a companion schedule captures the company's own holdings in other unlisted companies. This is where the department reconciles your cap table against your MGT-7A filed with the MCA — and where a mismatch generates a notice.

Practical implications

Late filing fee under Section 234F: ₹5,000 (₹1,000 where total income does not exceed ₹5 lakh — which covers a loss-making company). Modest on its own, but it is the least of the exposure.

Interest under Section 234A: 1% per month on unpaid tax from the due date to the actual filing date, plus Sections 234B and 234C interest for advance tax shortfalls.

Loss of carry-forward. "No loss which has not been determined in pursuance of a return filed in accordance with the provisions of sub-section (3) of section 139, shall be carried forward and set off under ... section 72 ..." (s.80, ITA 1961). Business loss and capital loss can be carried forward only if the return is filed by the Section 139(1) due date (s.139(3)). A startup with a ₹60 lakh accumulated loss that files a belated return forfeits that year's business-loss carry-forward — losses determined in earlier years on time-filed returns continue to carry forward. Unabsorbed depreciation survives a belated filing; that year's business loss does not. This single rule turns a ₹5,000 late fee into a seven-figure tax cost three years later.

Prosecution under Section 276CC (as substituted by the Finance Act 2026, w.e.f. 1 March 2026). Wilful failure to furnish a return is punishable with simple imprisonment up to two years where the tax evaded exceeds ₹50 lakh; up to six months where it exceeds ₹10 lakh but not ₹50 lakh; and fine only otherwise (s.276CC). But there is a statutory shield: no prosecution where the return is furnished before the expiry of the assessment year, or an updated return under Section 139(8A) is furnished in time (proviso to s.276CC). Under Section 278B, where the offence is by a company, every person who was in charge of and responsible for the conduct of its business is deemed guilty — unless they prove the offence was committed without their knowledge or that they exercised all due diligence (s.278B(1) proviso); other directors and officers are caught only where consent, connivance or neglect is proved (s.278B(2)).

Best-judgment assessment under Section 144. If the company does not respond to a Section 142(1) notice, the Assessing Officer may assess income on his own estimate. Defending an inflated estimate is far more expensive than filing on time.

The MCA cross-reference. The ROC and the Income Tax Department reconcile actively. Your AOC-4 financial statements filed with the MCA and your ITR-6 profit computation must tell the same story. Divergence in revenue, profit or shareholding between AOC-4, MGT-7A and ITR-6 is a standard scrutiny trigger. Founders who file a "clean" ITR-6 to look profitable to a lender, having filed a loss-making AOC-4 with the ROC, are creating a documented inconsistency across two statutory records.

A closed window worth noting. The MCA's Companies Compliance Facilitation Scheme (CCFS-2026) window for clearing backlogged annual filings has now closed. If your AOC-4 and MGT-7A backlog is the reason your ITR-6 numbers do not reconcile, clear the backlog at standard fees and additional fees before filing — do not file an ITR-6 you know disagrees with your ROC record.

Step-by-step: what to do

• Confirm the company has its own PAN and TAN. They are issued at incorporation via the SPICe+ form. If you have never seen the company's PAN card, retrieve it before anything else — you cannot file without it.
• Determine whether Section 44AB applies. Compute FY 2025-26 turnover. Above ₹1 crore, a tax audit is required unless both cash receipts and cash payments are under 5% of the respective totals, in which case the threshold rises to ₹10 crore. If audit applies, appoint the tax auditor now — Form 3CA/3CD is due 30 September 2026.
• Check for international transactions. Any transaction with an associated enterprise abroad — including a foreign parent, a foreign subsidiary, or a founder-owned overseas entity — triggers Form 3CEB under Section 92E and moves your ITR-6 due date to 30 November 2026.
• Reconcile before you file. Line up four documents side by side: audited financial statements, AOC-4 as filed with the ROC, Form 26AS and AIS from the income tax portal, and GSTR-9 turnover. Resolve every difference and document the reason.
• Complete Schedule SH-1 from the register of members, not from memory. Every allotment during the year needs its issue price and amount received. If your Schedule SH-1 disagrees with your MGT-7A, expect a query.
• Complete the assets-and-liabilities schedule with actual cost, not book value after depreciation — the schedule asks for cost of acquisition for immovable property and investments.
• Choose the tax regime deliberately. The 22% rate under Section 115BAA must be opted "in the prescribed manner on or before the due date specified under sub-section (1) of section 139", applies to subsequent assessment years once exercised, and "cannot be subsequently withdrawn" (s.115BAA(5)); failing the s.115BAA(2) conditions in any year invalidates the option for that and subsequent years. File the prescribed election on time — ticking the option in ITR-6 without a valid election risks losing it.
• File with a valid Class 3 DSC of an authorised director. Verify the DSC has not expired — a mid-filing expiry is a common last-week failure.
• Verify immediately and download the acknowledgement. For a company, e-verification via DSC completes at submission; save the acknowledgement number in the statutory records file.
• Diarise the follow-through: 30 September (Form 3CA/3CD), 31 October (ITR-6 and Form 3CEB), 31 December (belated return cut-off). A director of a company that has not filed financial statements or annual returns for three continuous financial years is barred from re-appointment there or appointment elsewhere for five years (s.164(2)).

FAQ

Our company had zero transactions this year. Do we still file ITR-6?
Yes. Section 139(1) requires every company to file whether or not it has income. A nil ITR-6 is mandatory. So are AOC-4 and MGT-7A with the ROC.

I filed my personal ITR and declared my director's salary. Isn't the company's income already taxed?
No. Your salary is a deduction in the company's hands and income in yours. The company's profit after that deduction is taxed separately at the corporate rate. Two returns, two PANs, two liabilities.

We missed 31 October. Can we still carry forward our business loss?
No — not that year's loss. Section 80 permits carry-forward only where the return is filed within the Section 139(1) due date. You may still file a belated return under Section 139(4) until 31 December 2026 to avoid prosecution exposure, but that year's business loss is forfeited. Unabsorbed depreciation is not affected.

Does a small private limited company need the assets and shareholding schedules?
Yes. They apply to unlisted companies without a turnover or income threshold. The "small company" definition in the Companies Act reduces certain MCA obligations; it has no effect on ITR-6 schedule requirements, which are governed by the Income Tax Rules.

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This article is general guidance based on the Income Tax Act 1961, the Income Tax Rules and the Companies Act 2013. Verify current due dates and thresholds on incometax.gov.in and mca.gov.in before acting, and consult your chartered accountant on your specific facts.

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See also

• GST on under-construction flats vs completed property: What the law actually requires

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See Also

• MGT-1: opening a register of members
• ECB-2: An Event-Based Return With a Seven-Day Clock
• Section 200: Test the 22% option — before you elect