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.
|Balance-Sheet||Form 23AC to be filed by all Companies|
|Profit & Loss Account||Form 23ACA to be filed by all Companies|
|Annual Return||Form 20B to be filed by Companies having share capital|
|Annual Return||Form 21A to be filed by companies without share capital|
|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.
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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