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

  1. Dear Mam,
    Can u Please tell me that annual return for this F.Y. can be Signed only by a director and another one can be Company Secretary?
    Or is it compulsory be 2 directors??

    • Annual Return to be signed physically by two directors in case of Private Limited company. In case of listed company, it shall be signed by Company Secretary of the company or practising Company secretary along with two minimum directors.

  2. hello mam,
    is there any order to file these annual forms i.e 23AC,ACA, 20B, 66??
    which has to be filed first??
    plz reply earliest :)

  3. Thanks Maam,

    I want to resign from the directorship of the company, but my second partner is not supporting. How can I leave the company so that no liabilities will be on me onwards.

    Regards
    Rahul

    • If you wish to resign from company, you can submit resignation letter to the board of directors and one letter to registrar of companies, and Registrar will treat the company as management under dispute.

  4. Hello Maam,

    My brother and my friend opened a private limited company in 2012, now its not active and we are not filling any returns till date. So if we do not fill returns we have to pay large amount of penalties as per our CA.

    And how much expense will be there if we want to close it our CA is cheating us as our all documents is with him only.

    regards
    Rahul

    • If the company fails to file annual returns so far since incorporation, the company can get file all pending forms with ROC on or before 15.11.2014 under CLSS (Company law Settlement Scheme) under which 25% of additional fees to be paid and not full additional fees to be paid.

  5. Hello Mam,
    I have a Company which was incorporated in 2010 and till now the company did not filed any annual return and finencial statement to ROC. Now my Question is…

    1. can the company file annual return now?
    2. as per section 164 of CA 2010. a company who did not filed annual return and financial statement to ROC for continue 3 years.. the Directors will not be eligible for re appointment.. what can i do in this regards?
    can i appoint new director instead of that or i continue with the old director?

    • Yes Company can file annual return now even though failed to file earlier after 2010. You can avail the benefit of CLSS (Company law Settlement Scheme 2014) which is available till 15.11.2014. You can continue the old director.

  6. Dear Ma’am,

    Is it mandatory to file roc form if a company incorporated for two months only.

  7. How much will be total fees according to CLSS for all required forms filing if the company is registered in Aug 2011 and not filed nothing since then?

  8. In case of Shifting of regd office of a pvt company
    What is the format of the application we need to serve with the chief secretary of the state and RoC ( whether we can use the format of form-1 i.e., as per the old companies act, 1956)

    Whether we need file form GNL-1 to serve with RoC or we need to send physical copy by regd post

  9. Hi Mam,
    We are a pvt ltd company.

    1. In case of shifting of Regd Office from state to another what is the format of physical application we need to send to the chief secretary of the state ( like petition in form-1 under companies act, 1956)
    2. What is the acknowledgement receipt that we need to submit to the Regional Director.
    3. Do we need to send the physical copy of application the RoC by regd post or we just have to file form GNL-1 by attaching the application.

  10. Respected Madam,

    There is any changes in the limits for FORM 66 (Compliance Certificate) with respect to Companies Act,2013. The limits as per Act 1956 is between 10Lacs and 5 Crores. is that limits still continuing.

    Thanks in advance

  11. Hello Ma’am,

    Me and my partner incorporated a pvt limited company in 2009,and not filed any return for any year till now.Now we want to close this company.Can we close the company without paying any fine.If no, could you please share what kind of fine we need to pay and how much before closing.I heard if return is not filed 5 consecutive year ,company will automatically close ( compulsory winding up).Will there be any legal proceeding with us.
    Please help.

  12. Hello mam,

    I am a young entrepreneur and I have private limited company. Currently I am building an IT product and it’s not live. So there is no transaction yet. I am feeling like my return filing party is cheating with me and that’s why I want to file it by myself next year.
    Will I require access of any external authority like chartered accountant or anybody else?
    How much work can I do myself?

    Thanks

  13. Good morning mam,
    I am director of S-net systems Pvt ltd. I am in aurangabad. i am not getting proper support . Can i gate the list of things/ check list the work to be done after balance sheet is submited. Actual work of ROC. Or checklist of compliance to be done to ROC?

  14. In notice for AGM on 27 Sep 2014 we used to write auditor will hold office from this AGM to conclusion of next AGM……do we need to change next with 3 or 5 yrs extension…

  15. Hello Madam,

    I registered a private limited company in 2009. So for Rs.0 transaction. I submitting ROC and tax filling regularly. I continue for my future use.

    My question is:

    Eventhough Rs.0 transaction (null transaction) , do I still need an auditor to sign and submit my accounts? I am IT savvy. Can I do myself? Thanks.

  16. Mam

    Appreciate your efforts to enlighten all on MCA matters.

    How is the appointment of auditor (ADT-1) filed, how is it to be digitally signed ?, is the same to be sent as an attachement, with which form ?

    • thanks for your comment. ADT-1 is to be signed by director and it is to be filed with e-form GNL-2 within 15 days from the date of Annual General meeting. It would be advisable to attach resolution passed by the Annual General meeting and consent letter obtained from an auditor to e-form GNL-2.

    • Dear Ma’m,

      can a private limited company Incorporated in Jan,2013 file its return for 15months i.e form jan,2013 to march,2014 instead of filing it as per financial year ending.?

      Please do reply at the earliest, Thanks in advance

      • Am i CA Final Student doing my articles, in need of information regarding a private limited company ,

        need the list of returns to be filed with ROC and also the list of Resolutions to bepassed by the company form the date of its incorporation.

        This is a Company doing advisory services regarding the investments and TIN FC related services incorporated in January, 2013 having only two directors with the share capital of Rs.1 lakh , they are the subscribers of the memorandum.

        Please do help me out by intimating the information at the earliest, Thanks in advance

      • If company incorporated in January 2013, it can close its first financial year as on 31.03.2014 i.e. get benefit of having F. Y for 15 months.

  17. Whether DIR 3 is mandatory even if person is subscriber to memorandum ? if yes, due date if any to file the same.

  18. Pvt Ltd. Co has two directors. To file 20B is is mandatory to designate any one as M.D. ? If yes,mere resolution will do ?

  19. Dear Ma’am,

    I like your comments and blogs. These are very useful to company owners as well as professionals.

    I also have a question. In my company, on 31-03-2014, two out of four directors has resigned but still they were holding their share capital and continue to be a member of the company.

    Now after 4 months of completion of previous fin. year., both resigned directors had transferred their shares to other existing directors at par.

    Transfer deed is executed. In a Meeting, the transfer got validation.

    Now the question is, do we need to intimate this procedure to RoC? If yes, which form and up to what period?

    Once again, thanks for your active involvement in such informative blog.

    • The share transfer form shall be executed between transferor and transferee. After transfer of shares no need to inform this to ROC, the company shall inform about the transfer of shares while filing Annual Return of company with ROC.

  20. Hi..We have done audit for FY 2013-2014. We have filed the IT and ROC. How to make sure that ROC is filed or not. Will we get any type of confirmation from the department.
    We have paid excess tax…How many days it will take to get the refund from the department.

  21. Dear Meenal,

    If there is no business transaction in a company (Pvt.Ltd) for FY 2013-14 (balance sheet NIL) and an application for winding up already filed (through FTE) do we need to file an Income tax return for FY 13-14.

    Thanks in advance for time and help in replying to this query.

    P.Singh

  22. My company got converted into LLP on 28 March,2014. When and how should i file the annual returns for the company as on 28th march and the agm to be held.

  23. Hi Mam,

    We have incorporated my company in Jan 2014 and some trasanction happened in Apr-2014.We have some quries
    should we fill ITR for this by sep2014 ?
    Should we maintain balance sheet for that?
    what would be the last date for ROC filling ?

  24. Is there any change in procedure for annual return filling?
    Which forms are required? Please mention the forms.

  25. 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.

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

  27. 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;

  28. Hello Mam,

    I have a query. A company has filed its annual return for 2012-13. On audit of records for the current year (13-14) it was found that while filing Schedule V the company has missed to include transfer of shares that had taken place last year which should have been included in Schedule V (12-13). So now how can the error be rectified.? I would be glad if you could provide me a detailed procedure for the same.

  29. 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.

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

  31. thank u for the responses my query is if one is a auditor of a co. for the last 8 years of small pvt. co.(co’s paid up cap. is 6.5 lakhs& turnover below 2 crores for the last 3 yrs) whether is he liable to retire by rotation under new co.s ac 2013? if yes, what is the max. term he can be a auditor still?

  32. 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.

  33. 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?

  34. 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?

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