Importance of Annual filing with RoC for a Private Limited Company

Importance of Annual Filing with RoC for a Private Limited Company

**** Updated as on 17th October 2013 ****

Updates :  Since I am getting lot of queries/comments asking for the calculation of Last date of AGM or Last date of filing of accounts, I would like to explain the steps/logic to come up with those dates.

Please check the  Note on “How to calculate the Date of AGM/Filing of Balance Sheet / Profit & Loss Account” at the end of this article.


——–

As per Section 159, of Companies Act 1956, every company having a share capital shall, within 60 days from the date of each Annual General Meeting file annual return with the Registrar of Companies  (RoC) under e-form 20B.

As per Section 160, of the Companies Act 1956, every company not having share capital shall within 60 days from the day on which Annul General Meeting is held, prepare and file with the Registrar a return under e-Form 21A stating  following :-

1.  Address of members of company
2.  Name of member and respective dates on which they become member and ceased to be member as on date of Annual General meeting
3.  Details of directors.
4.  Statement containing particulars of total amount of indebtedness of the company.

Following documents needs to be e-filed with the RoC.

1

Balance-Sheet Form 23AC to be filed by all Companies

2

Profit & Loss Account Form 23ACA to be filed by all Companies

3

Annual Return Form 20B to be filed by Companies having share capital

4

Annual Return Form 21A to be filed by companies without share capital

5

Compliance Certificate Form 66 to be filed by Companies having paid up capital of Rs.10 lakh to Rs. 5 crore

What does Annual Return contain?

Annual Return contains particulars specified in Part I of schedule V, as they stood on that day regarding:-

a) Its registered office
b) The register of its members
c) The register of its debenture holders
d) Its shares and debentures
e) Its indebtedness
f) Its members and debenture holders past and present
g) Its directors, managing directors ( managers, secretary) past, present

What does it reflect?

i. The capital structure of the company on master data.
ii. The changes in directorship if any.
iii. The transfer of securities till the date of AGM.

Who should be the Signatories?

Annual Return shall be signed by both the directors of the company and by the manager or Company secretary of the company and if there is no manager or Company secretary then by two directors of a company, one of whom shall be the managing director of the company.

Penalty

If the company fails to file annual return with the Registrar of Companies (RoC) within specified time (i.e. within 60 days from the date of Annual General Meeting) the company shall be liable to pay additional fees till the default continues.

Penalty for filling e-form 20 B after the due date is as follows :

Normal fee Rs. 300/-
Upto 30 days 2 times i.e. Rs. 600
Upto 60 days 4 times i.e. Rs. 1200
Upto 90 days 6 times i.e. Rs. 1800
More than 90 days 9 times i.e. Rs. 2700

Consequences of non filing of Annual Return with RoC

If the Company fails to file Annual Return, the company and every officer of the company who is in default, shall be punishable with a fine which may extend to Rs. 500 for every day during which the default continues.

**** Note on how to calculate the Date of AGM/Filing of Balance Sheet / Profit & Loss Account. ****

Calculation of Due date for holding AGM

If the company is newly incorporated, AGM to be held within 18 months from the date of incorporation or 9 months from the date of closing of Financial year whichever is earlier.
If it is subsequent AGM, it should be held within 6 months from the end of that Financial year.

Calculation of Due dates of filing of Balance sheet and Profit and Loss account (FY 2013)

Balance sheet and Profit and Loss account ( Form 23AC/ 23ACA) = 29.10.2013 (i.e. within 30 days from the date of AGM)
Annual Return Form 20B = 29.11.2013 ( i.e. within 60 days from the date of AGM)



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218 thoughts on “Importance of Annual filing with RoC for a Private Limited Company

  1. maam
    Due to late filing of return for 3 years my penalty is coming to a huge figure of 24000. i want to know where there is any scope of compounding of penalty or whether any scope of reducing it.

  2. Can private limited company file Income Tax Return before adoption of accounts in AGM.

  3. Hi !
    I read the discussion above and understand that a Company incorporated in Jan 2014 can close its books by 31 March 2015 under the new Companies Act. Could you please help let me know the relevant regulation/ section that provides for the same ?

    • please read Section 2 (41) of CA Act which explains the definition of financial year.

      “financial year”, in relation to any company or body corporate, means the period ending on the 31st day of March every year, and where it has been incorporated on or after the 1st day of January of a year, the period ending on the 31st day of March of the following year, in respect whereof financial statement of the company or body corporate is made up:
      Provided that on an application made by a company or body corporate, which is a holding company or a subsidiary of a company incorporated outside India and is required to follow a different financial year for consolidation of its accounts outside India, the Tribunal may, if it is satisfied, allow any period as its financial year, whether or not that period is a year:
      Provided further that a company or body corporate, existing on the commencement of this Act, shall, within a period of two years from such commencement,
      align its financial year as per the provisions of this clause;

  4. Dear Mam,

    Mam we have recently incorporated a new private limited Company in January 2014. It is a Wholly owned Subsidiary .
    Now Parent Company has transferred paid up capital in April month. Only a board meeting was held in the Jan month for which liability of Sitting fees is showing in March B/s and other incorporated Exp. which is also paid by parent Company only on behalf of subsidiary(as bank A/c is also opened in April only). Now whether Company need to file his Income tax return for F.Y. 2013-2014.

  5. What all compliances are required to be made after signing of Directors report in the AGM of a company.

  6. Hi!
    Thank you for giving so much information here.
    Can you please update the info here for the Company Law Settlement Scheme, 2014?
    Shall be obliged.

  7. Mam can you please tell me where can I find annual return for pvt comp?and what are the new forms available in addition to the old forms?

  8. Hello Mam,

    Me and my partner incorporated a pvt ltd company in Oct 2010, but have not filed anything with ROC as the business was not going well. Can we leave this company as it is? Will there be any legal proceeding against us?

  9. A company was incorporated in 2012. No Business done till date. Company has filed all annual return for year ending March 31, 2013.

    Now the director wants to close the compnay under fast Track exit (FTE).

    My question is
    1) Whether Accounts of March 2014 needs to be audied before filing form FTE
    2) Whether compliances for the year 2013-14 needs to be done before filing form FTE
    3) Do i also need to repay the share holders before applying for FTE

    Pls suggest suitable course of action??

    • Answer to your queries
      1) No need to make accounts of March 2014. Get the help of an auditor to make balance sheet and Profit / Loss account NIL as on 31.03.2014.
      2) No need to complete the compliance for the year 2013-2014 before filing Form FTE.
      3) Yes, you would be required to repay shareholders in order to make NIL balance sheet
      As per FTE Scheme, the position of Balance sheet should be NIL ( i.e. zero) for one year before making FTE application.

  10. incorporation date of pvt limited com is 19-6-2013. then how to calculate date of agm

  11. Madam

    Our was a private limited company but on the 21st day of march it was converted to a LLP .
    So please let me know the due date of filling the annual form 11 and for 11(annual return).

    As per my reserch and opinion the llp created after 1st october 2013 need to fill their return on 2015..

    please help by your comments

    Thanks

  12. Hi Madam,

    I have private limited co. incorporated in FY 2010-2011 with active status in MCA portal. I have not filed or done any compliance related to MCA . Request u to guide me on same for compliance purposes……..I mean the procedure to be followed for the same to get everything on track

  13. What is the website of ROC where we can know if the shares have been transferred to the transfere’s name.

  14. our company was started in 04/03/2014. can u tell me what are the forms to be filled with roc?

    • Pursuant to Section 11 (1) (a) of the Companies Act, 2013, company having share capital shall not commence any business or exercise any borrowing powers unless a declaration in filed by a director with the Registrar that every subscriber to the memorandum has paid the value of the shares agreed to be taken by him and the paid up capital of the company is not less than Rs. 1 lakh in case of a private limited company. The company shall file e-form 21 with the Registrar of Companies within 180 days of date of incorporation of the company.

  15. Dear mam,
    i have some query please help me.

    A Co. was incorporated on 09.01.2012 and has not filed any annual returns till date co. has done some transactions and made losses. And co. also want to change their auditor for non performance of his duty. Can yo please suggest the way and what amount of penalty for filling all old returns.

    Thank you

  16. Madam, A company has not filed their Annual return since 2008-09, Now they would like to file their annual returns for all the F.Years since 2008-09. Can they file their annual returns since 200-09? If So, what would be the procedure and the charges and penalties involved. Or can they file return only for 2013-14?

  17. Hello Mam,

    Thanks for the informative blog.

    We incorporated as Private limited in Oct 2013. Since then there have been some transactions and turnover till March31 2014 was around 7 Lacs.

    Till now we havent done any filing whatsoever. ROC or IT. Although we have deposited the service tax collected from our clients.

    My question is – have we already missed the filing window.
    if not, by when can we make the statutory filings.
    If yes, what sort of penalty are we looking at.

    • Since the company was incorporated on October 2013, the company shall close its first financial year as on 31.03.2014 and file Income tax return before due date and ROC return after holding of Annual General meeting.

  18. Dear Madam,

    We have formed an LLP in 2012 and have forgot to file annual returns as we are not running the business.
    How to file all the old returns. How much would the exact amount? Please mention the exact location in mca.gov.in to get the amount to be paid.

    Thanks,
    ram..

  19. if co was formed in dec 2012 & since than it did nothing neither it has appointed its auditors not it filed its balance sheet & annual return with ROC. HOw can it now appoint its auditors what will be the fee & for which periods it has to file its annual returns? whether it can apply for status of Dormant Co.

    • If the company was formed in December 2012, then as per Companies Act 2013, first auditor should be appointed within one month from the date of registration of company. The company cannot appoint auditor now.

      • Hello Mam,

        Our Company is registered as PVT LTD on 18th January 2014.

        When should we file our first ROC compliance and income tax return.

        • Since the incorporation date is 18th January, 2014, the Company can close its first Balance sheet as on 31.03.2015 and file ROC return within 30 days from the date of holding first Annual General Meeting. Income tax return shall be filed before 30.09.2014.

  20. Hello Madam,

    Could you please tell me the penalty amount of non filing of any return and holding any meeting for the last 5 years continously for pvt ltd company

  21. if public limited company not file annual return along with balance sheet and profit & loss statement and not hold AGM from last 3 years. Company received notice from ROC then suggest what are the option to file return?

    • First of all reply to the notice sent by ROC and then file all pending forms along with additional fees.

      • Returns of ROC not filed and books of accounts and other books also taken away by persons handling the accounts.The persons have Run away to Dubai and are not traceable.ROC has filed cases for Non Filing of Returns.Please let me know how to handle this situation as i have no basis for filing returns even after paying penalty.In future also i cannot file any returns as company business closed since 2010.

  22. Hi Mame,
    Could please guide me. I along with other two directors incorporated a pvt ltd company on October 2012. The two directors runaway after a month as they were not ready to bring capital. One is abroad and other not traceable.
    No resignation letter given by them.
    Myself is managing partner and the regd office is in my property. How can I solve this issue. Nothing filed so far. Pls help me.

    • I would advise you to send letter asking them whether they wish to continue the operations of business or not by post/ registered AD or courier and get an acknowledgment from them. Also you can simultaneously send letter to Registrar of Companies and obtain acknowledgment.

  23. Hi Mam,

    please clarify my doubt, a X company incorporated in 24th Dec 2010 & my doubt is can i filed annual returns for the FY 2011-2012 (for 16 Months period), if filed then what method i should prepared Balance sheet (Schedule VI format or else).

  24. Dear Mam pl. guide me,
    My company incorporation date is 22-09-2011. I have been filed an annual return upto 15/12/2012, which is 15 months from the incorporation date, First AGM held on 28/02/2013 (Within 18 months of incorporation). I have been filed an Income Tax return for 31-03-2012 and 13 separately. My doubt is can I file an annual return for balance 3 1/2 months which is 15-12-2012 to 31-03-2013. Is it possible to filing an annual return for considering the equalisation of Income tax and company law for the next financial year. or what I do?

  25. Mam,
    Is this possible, if a company who was not filling the ROC return for F.Y 11-12 & 12-13 respectively, can a company file its ROc return directly for F.Y 12-13, that is without filling the return of F.Y 11-12.

    • As per Company law the company should file annual return and balance sheet every year after holding its Annual General meeting. If you failed to file ROC return for 2011-2012, you should file annual return and do compliance.

  26. I incorporated pvt ltd company in the year 2009. But, till date I didnt file any annual return to the govt. my company capital is 3 lakhs. How much will be the penality approximately if I file for the last years in current. please advise. thanks

  27. Dear Mam,
    There has been dispute among the directors in one of my client company.On account of which they are not filling the annual returns, Balance Sheet & Profit & Loss for the year ending 31.03.2013.
    Now, we have received the default notice u/s. 159/220 of the companies act, 1956 from MCA asking reasons as to why action should not be taken for prosecution on the directors for the default u/s. 220(1) & 159 of the act, respectively.
    Mam, please guide me on how to reply to this default notice from MCA
    Thanks in advance.

    • If the company has received default notice u/s 159 or 220 of the Companies Act 1956, the company should file annual forms for the Financial year 30.03.2013 first of all and also send reply to the Government that the company is in process of filing annual forms and take appropriate action as mentioned in the default notice.

  28. Mam,
    plz let me know normal fee of filing form 20B is rs 300/- or it is depends on authorised capital……. in your article u mentioned it is rs. 300/- but as per my knowledge except form 1A normal fees of all forms depend on Authorised capital… reply ASAP…

  29. Madam ,

    Is it necessary to file Form 23 in case of issue of new shares to non members by a private company ?

  30. Hello,

    My Question:
    A Pvt Ltd company got incorporated in April 2011, has filler annual returns etc for 2011-12., but has not filled returns for 2012-13 what will be the total late fee. as per your bload it says 9 times of 300 i.e. 2700. is the penalty only for one form or any other form also.

    Please help with information in this case.

  31. pls tell me whether in case of company regd outside india for geteteing PAN do we need to fill representative assessee detail or not and one more thing pls clarify regarding about the authorised signatory under signature column who is applicable in this case of foriegn company either director or authorised signatory in india.

    • Form 49A ( Application for Allotment of Permanent Account Number [In the case of Indian Citizens/Indian Companies/Entities incorporated in India/
      Unincorporated entities formed in India]Under section 139A of the Income Tax act, 1961, is applicable to the companies which are registered in India. In your case the company is registered out side India, hence i think this application will not be applicable.

  32. Madam,

    A company with Auth Capital of Rs. 100 lakhs, paid up Rs. 25 lakhs has not filed B/S, P&L, Annul Return, CS cert for Ye 31.03.12, 31.03.13. Could you please let me know the total fee, fine and penalty?

  33. thanks for ur nice blog
    LAST YEAR JAN 2013 I GOT WORK OF SECTION 25 COMPANY ,THEY HAVE FILED THEIR annual return for financial 11-12 in sep 2013.in the year 2013 two directors are appointed on 30.8.2013 and two of them reitre on 20.9.2013 . i want to clarify whether the above appointment and resignation will come in notice and director report of f.y.2012-13 or f.y 2013-14. pls clarify

    • The directors report specifies the changes made during the financial year i.e. from 1st April to 31st March including changes in board of director’s structure. If the two directors were appointed after 31st march and two retire in the month of September i.e. on 20.09.2013 that will be reflected in the next Director’s Report. Hence it will be reflected in F. Y 2013-2014.

  34. Respected Madam,

    I must say this is a “Invaluable” blog. Your efforts are much appreciable.

    This post saved my $$$$.

    My appointed Auditor/CA never informed/made me aware of these compliances & today I came across your post which made my day :) & saved $$$$.

    Thanks a lot & keep posting.

  35. 1. In case a company is newly incorporated in sep 2012, what would be the due date of filing Annual Returns & form (i.e. 23AC, 23ACA & 20B).

    2. Is it necessary to file Form 23B (appointment of Auditor) the same (new company)

    • If company is incorporated in September 2012, then the due date of AGM will be December 2013 and due date of filing annual forms will be January 2014.Yes it is necessary to file form 23B (appointment of auditor)

  36. what is date of signing annual return ,it should be date of signing balance sheet or date of AGM please clarify soon

  37. Dear Ma’am

    I have wrongly submitted the date of Annual General Meeting which is a public holiday to the ROC. They raised a Demand on the ground of Non- Compliance of Section 166 of Companies Act 1956. Is there any steps to escape from this.

  38. Dear M’am,

    I have incorporated a company in April 2012 and there is no business as such in that company. Please correct me if I am wrong, the due date of holding AGM would be 30th Sep 13 and for RoC filing it would be 30th Nov 13.
    The company has not filed any return, please let me know what returns needs to be filled under Companies Act and also what would be the penalty if filing is done before mid of Feb’14

  39. Dear please guide me,
    If company is newly incorporated First AGM to be held within 18 months from the date of incorporation.
    If our First AGM December 2013(within 18 month of incorporation)
    As our company registered on June 2012 but till date no work commence.
    1. FY 2012-13 NIL
    So can we file nil ITR and roc e-filling without any plenty For FY 2012-13?
    So what is due date for FY 2013-14 (AY 2014-15)?
    2. FY 2013-14
    30th September 2014 AGM
    So the Due date for ROC e-filling Form 23AC/23ACA 30th October 2014. (Within 30 days of AGM)
    So the Due date for ROC e-filling Form 20B 29th November 2014. . (Within 60 days of AGM)
    Please help me to solve this issue and guide me what to do next.
    Thanks and regards

  40. Dear Madam,

    Recently One of the finance company told me if turn over less than 2 laks, not required to submit audit report to ROC. Is it true. Please help .

  41. please dear reply me can i file itr of 10 months nill

    coz company reg in june 2012 then no work till dec 2013

    so 18 month nil itr can be filed
    plz reply asap

    what is agm date and any fine for which form all or 20b?

    how much? please mail me

    • Please file nil return under Company law and Income tax Act. Please close first financial year as on 31.03.2013 and hold AGM in the month of December. As i don’t know the date of registration please calculate 9 months from the end of 31.03.2013. File form 23AC 23ACA and 20B with normal and additional fees.

  42. Dear Please guide me,

    my company registered in 15 june 2012
    but no work upto dec 2013 and bank account opened in feb 2013

    coz changes of directors in company

    this year we r going to work from feb/march 2014
    till date we did’nt file any docs to roc coz of no work

    so plz tell me how i file nil return and how much fine i have pay actual

    hav to pay for fine for which forms
    we hav shared capital one lakh private limited company,
    what is agm date?
    when file 23ac/23aca forms any fine?
    when file 20b any fine?
    Please reply asap and guide me

    thanks and regards

    Renu Sharma

  43. My company has not filed since 2006-2007 any annual return. the status is dormant co.I want to close the company under fast track exit scheme by filing form FTE. I have already filed form 61 which has been approved. do I have to file past returns and Balance sheets, in case I want to close the company under FTE. There have been no business since last three years and the balance sheet is Nil

    • If the company is applying for FTE, please submit an application after filing past returns and balance sheet. Because as per my opinion, the ROC will raise query and by that time the penalty amount will be increased. Or Otherwise you will have to try for filing application under FTE and wait for query from ROC.

  44. Madam, is it necessary to sign & the scan the balance sheet, annual report etc by director & auditor for filing of 20B, 23AC & 23ACA ? or just mention Sd/- and convert it to pdf and attach

  45. Company registered on 2008 and till date it has not file any ITR and other thing.Problem is because it has been registered under gov category so unable to change it .getting excuse by CS from last 3 yrs. Now what to do.I want to run it in proper way now.Company has not so much billing but now its actively working for can do good business.please suggest what to do .

    • If the company has not filed income tax return please file it as early as possible and regarding annual forms to be filed with ROC, please file it to make his status active otherwise the ROC will issue you notice for default in annual filing.

  46. In Form 23AC XBRL filing, is it mandatory to give PAN of Indian Individual Shareholder holding shares more than specified limit. If yes, what is the way out if the PAN is not available. Can any dummy PAN details be entered like dummy SRN used in form 23B.

    Thanks

  47. Dear Mam
    I Have my Pvt Ltd company which was registered at 18/1/2012 having share capital within the 60 days from the date of AGM but till today i am not fill any ROC Return. And i want to fill the ROC Return so how should i will procedure further please help

  48. Mam,
    A company incorporated in year 2009 and had done business till 2012. There are no operations after March, 2012, ROC Compliance has been done for year ended march 2012 but thereafter no accounts no audit nothing is done.

    Company is private Limited with 2 directors and 1 lakh capital now as there is dispute between directors none of them wants to bear wind up charges. So i need to know what are the consequences of non compliance with roc requirements.

  49. Hello mam, I just wanted to know if an Additional Director can certify the Annual Filings e-forms using his DSC!!! Thank you..

  50. Can we put date of AGM as date of signing of annual return

  51. i am planning to close books of acccounts by march 2014 (15 Months) since my date of incorporation is jan 13. any thing i have to file with ROC

  52. i HAVE ONE PVT LTD IN CORP IN 17 JAN 2012. IS THEIR ANY DED LINE TO FILE NIL ROC RETURN SINCE I AM PLANNING TO CLOSE THE BOOKS IN MARCH 2014(15 MONTHS)

    • If the company incorporated on 17th January, 2012, the company shall close its first financial year on 31.03.2013 and file balance sheet accordingly with ROC. Thus the company shall get benefit of closing of accounts for fifteen months.

  53. I am a director of a lossmaking private limited company and we failed to file the annual returns (23AC, 23ACA, 20B) from 2010 Financial year. 4 yrs in total. Your blog says there is a Rs 2700 fine max beyond 9 months so in my case it should be around Rs 10,000 if I fie now. However, when I contacted my accountant he is saying Rs 40,000 filing fee including the fine and Rs. 20,000 for his service fee. Is it possible at all for the fine to become Rs.40,000 for four years ? As a business we made no money so there is no tax to be paid and our revenue is below 5 lakshs. Please help with a rough number.

  54. Dear Ma’am

    Thanks for the informative blog post. We have registered in July 2012. Kindly correct me if I am wrong. We need to hold the AGM by Dec and file returns by Feb.

    Thanks

  55. DEAR MADAM
    MY COMPANY INCORPORATED IN 19-02-2013, NO BUSINESS UPTO JULY 2013,
    SMALL BUSINESS OF ONLINE UTILITY SERVICES.
    I HAVE PAN CARD, ROC CERTIFICATE, DIN OF BOTH DIRECTORS THIS TIME.
    1)WHEN SHOULD I FILE income tax returns and RoC returns?
    2)What would be penalty if a company not file or submit annual return along
    with annual accounts to ROC this year 2013.?

    • Due dates of filing of income tax and ROC return are different. Since the company is incorporated in 19.02.2013, you should file income tax return every year and there is no provision for preparation of accounts for 15 months under Income tax act. You can get benefit of account closing for 15 months under Companies Act, 1956. You can file annual return with ROC next year i.e. in 2014. The Balance sheet and Profit and loss account should be filed within 30 days from the date of Annual General meeting and annual return within 60 days from the date of AGM

      • Hello mam, My company is a private ltd company incorporated on 18 April 2012. No work was done for last year. I had started buisness on above said company from June month this year means 2013. I have filed the income tax return for last year but havent filed the ROC return. Please suggest me that is it compulsory to file ROC Return for last year or can i get relaxation for that. And also please give me the last date for filing ROC returns.
        Thanks

        • Even though the company had not any work after its incorporation, it should file Income tax return. As far as Company law is concerned, it is mandatory to file annual returns (forms) with ROC every year. The date of AGM would be August 2013.

  56. How to get access the ROC filling auidted report from the pvt Ltd Companies…

    EX:- Compan’s P&L, Balance sheet

  57. can we know the turnover of pvt ltd company in india

  58. Hi
    Pls help me on this.
    I am unable to find the format to be attached for Indebtness of the company in Form 21A. List of members i have been prepared in accordance with the format specified in the instruction Kit. But for Particulars of Indebtness i am not able to find the format.Kindly help me on this.

    Regards
    CA Ankit

  59. hello mam,

    for filing 23 ac & 23aca, can we combine accouunt for two FY. bcz incorporation date is dec 2010. i.e.10-11 & 11-12 total period 3 month + 12 month=15 month accounts. can we do so ? if auditor give balancesheet by bifercation two year that is c.y. & p.y 10-11 & 11-12

    • If Incorporation date is December 2010 you cannot close accounts for 15 months. Please read Section 166 and 210(4) of Companies Act 1956

  60. You blog is very helpful. I salute you for your efforts. In case i need to ask u some question can i hv ur email id . so that i directly ask u via e mail.

  61. Thank you for sharing this information. it is very useful!! :)
    but I have a little doubt
    Assuming that the AGM was held on 30/09/2013, the due date for filing form 23AC and 23ACA will be 29/10/2013
    then, Shouldn’t the due date for filing the Annual Return be 28/11/2013 as it is 60 days from the date of the AGM?

  62. I have multiple concepts. I’m planning to start a Pvt Ltd Co. My doubts are listed below:
    1. Can i start the Pvt Ltd Co. as a holding company and invest in my concepts i.e., each concept will have a website and a business name?
    2. What is the total expense for starting a
    Pvt Ltd Co. with a share capital of 1 lac?
    3. What other provisions has to be met after starting a Pvt Ltd. Co.?
    4. What are the recurring expenses will be incurred after starting the Pvt. Ltd. Co?

  63. Thank u very much mam for such a usefull information

  64. please suggest what would be penalty if a company not file or submit annual return along with annual accounts to ROC.

    Can a previous financial year annual return along with annual accounts in next financial year to ROC.

  65. What are the attatchments to form 5 and also what steps to be followed to issue shares to the Existing members of private limited company.

    • Notice of Extra Ordinary General meeting, Ordinary resolution, Altered MOA, AOA( if required). Please read Section 81 (Further issue of capital) as per Companies Act 1956 for issue of shares to existing members of private limited company.

  66. Hello mam, is it neceesary to sign balance sheet ,P&l,Notice,Director’s Report and Annual Return Physically in attatchments OR Mere Digitaly Signed forms are enough.

    • Digitally signed forms are enough to file annual forms 23AC 23ACA and 20B. No physical submission with ROC is required. all process is online.

  67. Dear Ma’am,
    please let me know the section which says that, form 23AC & 23ACA must be filed within 30th of october, inorder to avoide additional fee?
    in other words, is the 30th septmber is the last date to hold AGM for the preceeding financial year?

    • As per Section 220 of the Companies Act 1956, balance sheet, profit and loss account shall be filed with the Registrar of Companies within 30 days from the date on which they were so laid. Please read Section 166 (Holding of AGM) and 210 about annual accounts and balance sheet. For every subsequent AGM, 23 AC and 23ACA shall required to be filed within 30 days from the date of holding AGM.

  68. thank you for updating the knowledge of all…

  69. One company has not filed PL & BS for last two years (2011-12 & 2012-13). What are the documents, forms and fees required for filing in RoC.

  70. Date of Incorporation 21/06/2010
    Company inactive till april 2013
    Can annual filing of financial year ending 31.03.2012 and 31.03.2013 be sufficient or
    31.03.2011 also has to be done?
    can first year be combined till 31.03.2012 and filing done for 11-12 and 12-13 ?
    whether filing of 10-11 compulsory?
    is there any way to combine 10-11 and 11-12?

    • Annual filing for 10-11, 11-12 and 12-13 are required to be done. There is no provision of combining the two years.

  71. Company incorporation date 21/06/2010
    Company not in operation till april 2013.
    Company’s Balance Sheets are to be finalised for the intervening period and ROC annual filing has to be done.
    Just wanted to know, whether balance sheets as on 31.03.2012 and 31.03.2013 would be sufficient to comply with ROC or 31.03.2010 balance sheet has to be filed. please note that since DOI is 21/06/2010, can first year be extended to 31/03/2012 ?

    • Since the company’s incorporation date is 21.06.2010, you should close first financial year on 31.03.2011 and file annual filing respectively for F.Y. 2010-2011, 2011-2012, 2012-2013.

  72. Maam, I CONGRATULATE you for doing a descent job.I want to ask you some questions about authorities,duties,liablities and powers of a director registered with R.O.C.

    • The authorities, duties, liabilities and powers of a director are specified in the Articles of Association of the company. ( please refer Table A of the Companies Act, 1956.

  73. Dear Mam,
    Company incorporated on 2/08/12 … what will be the last date for AGM and last date for filing of ROC Form 23AC, 23ACA & 20B.

    • I have updated this article with the Note on how to calculate the AGM /Filing dates. I hope that would help you come up with the dates. Thanks.

  74. Dear Mam ,
    i want to know if we will not file the ITR upto due date then what is the penalty clause for Private Limited company.

    Please help me.

  75. Hi Madam,
    Your blog is very useful,…

    Thanks for your efforts.
    Mam we have made books of co by considering 15 months period. Plz clarify how to fill form 23AC and 23 ACA for such fy.

    Thanks in advance,

    • If the company’s financial year is ending after completion of 15 months from the date of incorporation, the company shall hold Annual General meeting within 9 months from the date of close of financial year or within 18 months from the date of incorporation whichever is earlier and file form 23AC and form 23ACA within 30 days from the date of Annual General meeting.

  76. Mam, please give me the detailed procedure of annual returns to be filled with ROC, especially regarding holding of AGM, Notice, appointment of auditor,confirmation from auditor for the same.. & all other nessessary requirements relating to that. :) Swapnil.

  77. Hi Meenal,
    It is mandatory to pay service tax for an outsourcing company or we pay only the Income Tax.

  78. I have formed a company in August 2010 and i have never filled any information or return/annual return or any other document or paper with ROC after the incorporation of my company, Please help me by informing me about the penalties or other fees which i have to file by 30th September 2013

  79. Gud mrng madam,
    First very thank full to you for providing the above information,
    madam,
    please tell me the due date for submission of annual returns of public and private companies and partnership firms and individuals??????

    • Due date for submission of Form 23AC and 23ACA of public and private companies is within 30 days from the date of Annual General meeting.
      Due date of submission of Annual Return ( Form 20B) with ROC for public and private companies is 60 days from the date of Annual General meeting.
      Due date for submitting IT return is 30.09 of every year in case of private, public, partnership, individuals.

  80. I have just read your blog on the Importance of Annual Return with ROC was very helpful for me.

    Thanks

  81. Dear Mam,

    there is Pvt co. incorporated on 30/03/2012.
    It had started its business only in the month of April. When should they hold their First AGM? What should be the FY ?

    • If the company is incorporated on 30.03.2012, then the company shall be required to close its First Financial year as on 31.03.2013.The company shall hold First AGM on or before 28.09.2013 or 30.12.2013 whichever is earlier. In this case the due date of AGM is 28.09.2013.

  82. IN FORM 20B ATTCHMENT OFANNUAL RETURN CONTAINS SCH VI- PART IV.WHAT IS THE FORMAT AFTER REVISED SCH VI ? STILL WE HAVE TO WRITE AMT IN THOUSAND?

  83. Whether a director, who is a director at present, but was not a director, for the period, for which an annual return is being prepared, can sign the annual return?

    • As per Section 161(1) of the Companies, Act 1956, annual return shall be signed by two directors. Based upon information provided by you, the existing director can sign it (even though he as not director for which it is being prepared.

  84. a company was started on 7.08.2010 and has not filed any annual returns except incorporation forms..now the company wants to file returns till date. the company has nil transactions.can u pls suggest the way including penalty for up to date filing of returns

  85. hiii… i am bryan…i and my frnd is looking forward to form a pvt limited company..i want the entire information regarding this matter..so kindly give any contact of urs so i may personally get in touch wth u regarding the same…if possible to meet today or tommoro…kindly acknowledge as soon as possible…thnks

  86. Hi madam, is there any Changes in Annual Return (Schedule V) Attachment to Form 20B

  87. there is any similarity between tax audit and return filing of companies , trusts etc.?

    • There is no similarity between tax audit and return filing of companies, trusts. The company shall required to file Tax audit return if the turnover is exceeding the limits mentioned in Section 44AB. The company shall be required to file company return ( Form 23AC, 23 ACA for balance sheet and profit & loss account) every year even though it has incurred losses during the year or the balance sheet position is NIL.

  88. how to study such a bunch of sections and long theory books by-heart?

    • You can read Bare Act -Corporate Laws published by Taxmaan or Bharat, containing section wise Companies Act, 1956

      • Dear Mam, company incorporate on 19-02-2013
        no activity up to july 2013 ,business started after july 2013 , this is small business (utility services) I have PAN card, ROC certificate & DIN only this time . when should I file income tax returns and RoC returns annually?

        • Since your company is incorporated on 19.02.2013, you should file Income tax return in 2013 and ROC filing in 2014 after holding its 1st Annual General Meeting . Please visit my blog – Importance of Annual filing with ROC.

  89. hi, can you also write about whether a pvt ltd is required to open a bank account by law, and whether it needs to be savings or current account.

    • Private Limited is required to open Current account in the name of company and not saving account. yes, i will think of writing about this topic.

  90. your blog is very helpful mam.your answers to the respective questions are very helpful.I am a student pursuing c.s.Appeared this june 3 modules of professional programme.

  91. If share capital of the company is above 5 crores can we request ROC to waive off requirement of full time Company Secretary since there is no income for next two years.

    • Every company having paid up share capital of not less than is Rs. 5 crore shall have a whole time Secretary as per Section 383A (1) of Companies, Act 1956.If the company fails to comply with the provisions, every officer and the company who is in default shall be punishable with fine which may extend to Rs. 500/- for every days till the default continues. The company cannot waive off requirement and request to ROC for doing so.

  92. 1.What is the procedure for paying yearly ROC fees payment and penalties for Pvt Ltd companies. What is the fees structure.

    2. What is the procedure for closing a PVT LTD company.

  93. please tell the list of ordinary business considered in Annual General Meeting ?

    And

    Which books/registers are to be maintained in respect of Board Meeting ?

    • As per section 173(1) (a) in the case of the annual general meeting, all business to be transacted at the meeting deemed to be special with the exception of the business relating to (i) the consideration of accounts, balance sheet and the reports of the board of directors and the auditors (ii) declaration of dividend (iii) appointment of the director in place of those retiring (iv) the appointment of, and the fixing of the remuneration of the auditors (b) and in the case of any meeting, all business shall be deemed special.

  94. please tell me……how to prepare the list of shareholders to be attached with the Annual Return ? and List of shareholder as on……….. is to be attached with the Annual Return.

    • To prepare the list of shareholders to be attached with the Annual Return of company, please refer format provided under the Companies Act, 1956. [ Refer Section 159, Schedule V PART II-Point No. V ] for company having share capital. For company without share capital refer e-form 21A Help.

  95. thanks
    could you please tell whether for conversion of partnership firm of 2 partners in to private limited company we need minimum 7 partners to be members of new company?

    • For formation of Private Limited company, there should be minimum two members. While converting partnership firm into private limited company, you need minimum two members and not seven members. Minimum seven members shall be required for incorporation of Public Limited company.

  96. Thanks for the post.

    Could you please tell when should the AGM be held and the last date for annual filing with the MCA

    • As per Section 166 of the Companies Act 1956, every company shall in each year hold Annual General Meeting and not less than fifteen months shall elapse between the date of one Annual General meeting and that of next.

      At the Annual General Meeting, Profit and loss account of the company shall be approved. Hence one shall also refer Section 210 ( Annual Accounts and balance sheet) along with Section 166. The first AGM shall be held within 18 months from the date of incorporation of company or 9 months from the end of Financial year, whichever is earlier. The subsequent AGM shall be held within 6 months from the end of the Financial Year. The accounts shall relate to the period depending upon whether it is first AGM or subsequent AGM.

      Within 30 days from the date of holding AGM, file Form 23AC (Balance sheet) /23ACA (Profit and Loss account) and as per Section 159 of the Companies Act, 1956. Annual Return shall be submitted by filing e-form 20B within 60 days from the date of AGM.
      Thanks,

  97. these are very usefull for us.thank you

  98. Ours is a Start-up company & for the first financial year there was a minimal business or as good as no business/transactions, in such case should we file a Annual Return? What if we don’t file it now? Also can we file it next year combine (previous and current), once sufficient business transactions are there?

    • Annual return of every company should be filed for every financial year whether there was business or not. i.e whether the company has incurred any expenditure or earned any profit. you cannot combine the return in the next year. For each financial year, you will be needed to file annual return of company.

      • MAM,

        If company has issued shares & paid up capital increases during (March-Sep) the year wheather it is req. to show in Annual Return

        Kindly Guide

        • Further wheather Name & no. shares is req. to show of the shareholder who is getting shares of company

        • yes every change in the issued and paid up capital from date of last Annual General meeting till the date of current Annual General Meeting, the details of changes should be specified in the Annual Return format. Because the details mentioned in Annual return are details as on date of Annual General meeting and not till the end of the Financial year end. i.e. March ending date. Hence changes made during March to September needs to be mentioned in current annual return for the year 2013.

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