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)



*****************************************************************
If this article has helped you in any way, i would appreciate if you could share/like it or leave a comment. Thank you for visiting my blog.

Legal Disclaimer:
The information / articles & any replies to the comments on this blog are provided purely for informational and educational purposes only & are purely based on my understanding / knowledge. They do not constitute legal advice or legal opinions. The information / articles & any replies to the comments are intended but not promised or guaranteed to be current, complete, or up-to-date and should in no way be taken as a legal advice or an indication of future results. Therefore, I can not take any responsibility for the results or consequences of any attempt to use or adopt any of the information presented on this blog. You are advised not to act or rely on any information/article contained without first seeking the advice of a Practicing Professional.

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

  1. Hi,
    I have registered a pvtltd inRoc, Delhi and while registering CA used their own email id and mobile number, so i am not receiving any notifications or login, but i would like to change these two things to my company details. whats the procedure to do so

  2. Dear Meenal Abhyankar,
    After 7 months i have check this on internet mca website that CA created two din for one person and when i asked him, he told me that this is not his fault, so i have pay 5000 rs for resolve this but they don’t work on it seriously. how to handle this situation ? please help me

  3. The company has received the STK 1 notice but company doesnt want to go for strike off.The company has replied to the notice.ROC has changed the company’s dormant status to active for efiling.
    I want to know after filing all annual returns for all pending years,is it mandatory to go for compounding of offence or filing of returns will make necessary compliance .

    • At this time, if company has filed all pending annual returns then ROC will change the status from defunct to Active company. As per my knowledge the returns will make necessary compliance. You will have to wait for ROC reply.

  4. Mam,

    What is the procedure to closed down the PVT. LTD. COMPANY. We are in lose so we want to closed.

    • In the month of March 2017, ROC of every state started sending default notices to companies which failed to file annual returns after incorporation. If you have received the letter regarding closing the company from ROC, you can reply to their letter within 30 days that you wish to close the company. ROC will sue motu close the company.

      • As a consequence of reply to the said notice , if the company is closed. Y the ROC , then what happens to the assets present in the balance sheet . And would the comapny still be liable for penalties for non filing of documents

        • As per my view, if ROC intends to close company suo motu, the company shall not be liable after strike off. But if there are any pending vendors, customers payment, the company shall be liable.

          • What happens to the immoveable property held in name if the company , how will the property be transferred in future after the name of the company is struck off.

          • As per my knowledge, this will be responsibility of company to clear all liabilities before strike off.

  5. mam
    maine ek pvt ltd. company m director hu…aur wo company 2011 se limited hone k baad se start nahi ho payi….kyoki jis kam k liye maine start kiya tha usme loss ho gaya .mujhe jyada knowdege nahi pvt.ltd firm ka.na koi tax diya na company account me transaction..abb mujhe mere address kuchh notice aya h….abb m kya kar sakta hu….aur jis address par maine registration karaya tha .waha par abb kisi aur ka office h….abb mujhe kya karna chahiye…ap mujhe mail karke reply de.aur mail me apna number ….jisse mai apse contact kar saku.

  6. Dear Madam,

    A Small Pvt Ltd Co, has not filed annual forms for year ending March 2015 & March 2016. Now it wants to file the same. My query is-
    1. For March 2015, what process to be adopted since the delay is greater than 300 days?

    2. Can I file annual forms for March 2016 first or do I have to file first for March 2015?

    Thanks very much!!

    • You need to file annual filing forms for FY 2015 and 2016. I think you can file forms of 2016 first. But whether MCA site will allow you to do or not that you will know while uploading the form only.

  7. Dear Ma’am,
    I have registered my company on May 2016.but i dint do any work even not open company account. so i need to do any thing for continue running my company in future.

  8. my pvt ltd has not did roc fillings for four years what are the consequenses what should i do now

  9. 1.Whether MGT-14 for approval of financial statements and Board’s Report is required to be filed for AGM held in Sep, 2014 relating to FY 2013-14?

    2.Whether compounding will apply to ADT-1 form if it is filed after 300 days

    • MGT-14 is not required for financial statements and board resolution because it is required to be filed in case of any special resolution.
      I don’t think compounding for ADT-1 is possible.

  10. i am thinking to start a new company for Computer education centre after registering in MCA.For how days i want file annual filling form (20-2-2017 to 31-3-2017) or (20-2-2017 to 31-3-2018).

    • I would advise you to first of all register the company. It may take time to register company.
      If your company get register in March and if there are any expenses and you will be closing first financial year as on 31.03.17 then you need to hold first Annual general meeting on or before 30.12.2017 and file returns within 30 days of holding AGM.

  11. I have to file Annual return for my company which is incorporated on 19.11.2013 and uptill now no return filed so what should be the first AGM date and which return will be filed??

  12. 1) a pvt ltd company since 2011 has not filed the form 23 ACA

    2) the balance sheet for 31/3/2012 has been filed in incomplete form

    please let me know the consequences

  13. Thanks, very helpful and informative post.
    A private limited by guarantee was incorporated in 2008. However no operations were done and no filings have been done yet. The company status is active.

    Do all filings need to be done now ? Can we go for closure under the fast track scheme without filings?

  14. You need to comply and file all pending forms related to all previous years without delay.

  15. Dear Mam,

    It was good to see your comments and few answers..

    Have following Queries,,please let us know

    1. Company formated in July 2010 and since formation no ROC has been filled. what will be forms which needs to filled and how much penalty we need to pay.

    2. In Same company we need to provide share to our other company, how we can allocate the shares,,is we need to close all pending of ROC then we can allocate shares or can we do earlier also. ( they want 30% stake in company,, what will be best way out )

    • 1. You can file Form 23 AC, 23ACA 20 B for previuos year filing and Form AOC-4 and MGT-7 after financial year 2014.
      2. Once share are alloted and share certificate issued to original shareholder, the company can issue second allotment. But before second allotment you need to check amount of authorised capital.

  16. My Pvt. Ltd. co. was incorporated on 14/03/2014. First FY end is 31.03.2015. What will be the Due date of 1st AGM i.e. as per Companies Act 1956 or Companies Act 2013.

  17. Hi mam
    In year dec 2012 I Incorporated my company but after that it didn’t came in action and due to that no AGM held now again I want to work and also want to change the one director. What’s the process please tell me

  18. Hi , I have registered a company in the year 2012, and have not filed any ROC or did any operations on the companies name. I could not because i was not living in india. But now i would like to start my business operations with the name i have registered with. what are the necessary procedures for me to start again ?

    • Please check if you have received notice from ROC recently asking for closing of company?? If you would like to continue the same business then you will have to file all pending annual forms and simultaneously reply to ROC that you object to close down the company.

  19. hi
    I want to know how can I find the list of companies whose name has been removed.
    i.e, struck off

  20. Is there any ROC fee for annual filing.If yes then how much.Ours is Pvt Ltd company

  21. A Farmer Producer Company incorporated on November 2015. First AGM held on December, within One month, When should Second AGM be held, Is annual return required to filed ,since the Company has not drawn its balance sheet as only share allotment was done during the year and no activity was undertaken till March 2015

  22. Dear Maam,

    The Company has not filed its Annual Return for the year 2012, 2013, 2014 and a complaint case is filed against the Company in the Court for non-filing of Annual Return, So far the Company has not done any business activities.

    Please advice me how to file the Annual Return for the Year(s) 2013, 2014 and 2015.

    Thanks a lot in anticipation.

  23. Is it necessery…that only CA can File ROC…
    Can i File ROC ?

Leave a Reply

Your email address will not be published. Required fields are marked *

*