Not filed Annual Return? Grab this opportunity through CLSS 2014

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Updated as on : 15th November, 2014.

CLSS gets extension for another month (extended till 31’st December , 2014). Refer: General Circular no. 44/2014 dated 14.11.2014

I do get a lot of questions from the business owners who had incorporated their ventures but never filed any Annual returns so far, either due to less / NIL business or were not aware of the Compliance procedures, asking how to close down the business or negotiate for lesser fees with the Registrar which is not possible.

So below is the very good opportunity for those who have failed to file annual statutory documents i.e. Balance Sheet & Profile/Loss Account, Annual Returns with the Registrar.

Why is this a good opportunity?

In the present scenario if the company which has already failed to file annual forms and now wants to file Balance sheet, Profit and loss account, Annual Return they have to pay normal as well as additional fees (penalty) which may be beyond expectations and they shall be liable for prosecution.

e.g. Someone has incorporated  a Private Limited Company in June, 2008 with Authorised Capital Rs. 1 Lakh & failed to file the annual statutory documents then in the normal circumstances the filing fees for e-form 23AC/ 23ACA and e-form 20B would be around Rs. 25000/- approximately till date.

But after introduction of “Company Law Settlement Scheme,2014” (CLSS), by the Central Government, it would be a good opportunity to the defaulting companies to file belated documents with reduced additional fees of 25% of actual additional fees payable as per Section 403 of Companies Act 2013.

Please refer General Circular no. 34/2014 dated 12.08.2014.

What are the benefits of CLSS?

Businesses can avail the following benefits:

  1. Immunity from prosecution for delayed filing
  2. A reduced additional fee of 25% of the actual additional fees payable as per Section 403 of Companies Act 2013
  3. Escape for directors disqualified under section 164(2) of Companies Act, 2013
  4. Scheme for defaulting inactive companies: –
  • To get their companies declared as ‘dormant company’ under Section 455 of the Act (Chapter XXIX) by filing e-form MSC-1 at 25% of the fees for the said form.
  • To apply for striking off name of the company by filing e-form FTE at 25% of the fee payable on form FTE.

Applicability period

Defaulting company is permitted to file belated documents which were due for filing till 30th June 2014.

To which e-forms CLSS shall be applicable? 

CLSS shall be applicable to following e-forms only:-

  1. Form 20B- Form for filing annual return by a company having share capital.
  2. Form 21A-Particulars of Annual Return for the company not having share capital.
  3. Form 23AC, 23ACA, 23AC-XBRL and 23ACA-XBRL- Forms for filing Balance Sheet and Profit & Loss account.
  4. Form 66- Form for submission of Compliance Certificate with the Registrar.
  5. Form 23B- Form for intimation for Appointment of Auditors.

To which cases CLSS is not applicable?

CLSS shall not apply in the following cases:

  1. Companies against which action for striking off the name under sub-section(5) of section 560 of Companies Act, 1956 has already been initiated by the Registrar of Companies or
  2. Where any application has already been filed by the companies for action of striking off name from the Register of Companies or
  3. Where applications have been filed for obtaining Dormant status under section 455 of the Companies Act, 2013
  4. Vanishing companies

Procedure of filing CLSS

  1. Application for seeking immunity in respect of belated documents shall be filed in the e-form CLSS 2014.
  2. The designated authority i.e. the Registrar shall consider the application and upon being satisfied grant the immunity certificate

Validity of Scheme

The scheme shall remain in force till 31’st December, 2014. Refer Extension vide General Circular no. 44/2014 dated 14.11.2014 

So, opt this opportunity to avail the benefit of reduced additional fee & remain compliant.

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.

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147 thoughts on “Not filed Annual Return? Grab this opportunity through CLSS 2014

  1. Thanks For sharing this mam.

  2. A small pvt ltd. company is failed to file roc for 2014-15 and itr for 2015-16. But, there is nil transaction in the company during last 2 years. What would be the penalties and in for which forms. Please advice

  3. For getting dormant status is it required to first file pending RoC annual filing forms.

  4. Hi Mam,

    A company incorporated in 2011 didnt file any returns till now. They want to revive that company by filing the additional fees. My question is, if I file return by filing ROC fees, will there be any other issues like prosecution or something or is it better to close it and start a new one?

    • This is default of non filing of annual forms of private limited company. every director, officer of company and company shall be liable to this. It will be advisable to file pending annual filing forms as soon as possible instead of ROC taking any action for prosecution.

  5. Dear Mam, I formed a company on 13.01.2012, and till date I was not able to do any business. NO pancard registered, No Bank account opened. I now want to file ROC return for my company. I need your help on: –
    Whether I should stay with my current company and file the ROC return of my company. Then How much additional penalty should I expect?

    What should be the statuary expenses for closing the company?

    • Get Financial statements for pending years prepared from Chartered Accountant in Practice, file Annual filing forms, Form 23 AC/ 23ACA, 20B till 31.03.2014 and then file AOC-4, MGT-7, ADT-1 from 01.04.2014 with ROC. The additional fees would be twelve times normal fees. The normal fees vary as per Amount of authorised capital.

  6. Dear madam how to file annual return for F.Y 2011-12 to 2013-14? Which form applicable for return…..

  7. Thank you so much mam…………

  8. What are the fees for annual filing forms like AOC-4 AND MGT-7 ???

  9. The Director whose din we are talking about was expired six months back and as the company is defaulting company it is unable to file any e form except Anuual filings………now what to do mam

    • I would advise to inform Registrar of Companies where the registered office of company is situated and get proper solution. I think you need to appoint one more director to file pending forms. But with only one director cannot be held therefore please seek advise from ROC.

  10. In mca 21 the Din status is showing as DIN not yet approved and the Din was lapsed…….

    Please tell me the solution to get out of this as we have to change the name of the company soon

  11. Iam filing Roc returns of the company for 2007-08, where at that time two directors were there having dins but while iam filling Form 20b, DIN of the Second Director is not Prefilling and Am strucking there to file my Roc….Please Give Solution to get of this

    Thank u mam………..

    • It may be technical issue of MCA site, please download fresh form and fill DIN of director again. If again there is query please raise ticket with screen shot of error. The problem will be resolved within a day.

  12. Iam filing Roc returns of the company for 2007-08, where at that time two directors were there having dins but while iam filling Form 20b, DIN of the Second Director is not Prefilling and Am strucking there to file my Roc….Please Give Solution to get of this

    Thank u mam

  13. Company want to adopt FTE mode for exit, Company does not have any bank account since incorporation i.e inc date- 03/06/2013, have fillied Roc return till 2014, is it compulsory to file ROC return for this year or company can directly go for FTE mode.
    Please Suggest.

  14. My Company Registered on 8 Jan 2014 but due to Same problem not yet start .
    Please explain me ROC and Charges .

  15. Please advise on the annual returns to be filed under Companies Act, 2013 by a Private Limited Company

  16. my company was incorporated in dec 2014 and there’s no business has been conducted and no auditor has been appointed so do I need to file tax return before 31 oct 2015 and appoint an auditor?

  17. hi,
    we have incarporated con at18 feb 2015 and current acct opened at 5 may 2015.

    but 31 march 2015 we didn’t make any transaction.

    So do we need to file Anual return now before 30 sep 2015.
    or only need to file It

    please suggest me .

    • Based upon information my opinion would be that it is not required to file annual return now if the company is not closing its first financial year as on 31.03.2015.

    • Hi Mam,

      I have had an LLP that was created in 2012 January. I havent filed any return since the creation as we never really did anything about it.

      Now I have got a showcause notice . I intend to pay the penalty but is there a way by which the penalty can be reduced?

      I’ve read about ‘ compounding of offences” . Does this work in reducing the penalty and how long and tedious is the procedure if we go for it?


  18. I reg a company in 2007 and i file a return fo rthe FY 2007-08. After that i did not file any retunrs please advice charges for filling of roc and Income tax returns. is there any chance to skip old returns and file regular returns.

  19. Do companies registered under section 25 of companies act having share capital need to file ROC return

  20. Incorporation date of our pvt ltd company is 19th dec,2013…. till date we have not submitted ROC return….What will be the fine if we do it in aug,2015….Pl suggest.

    • If company incorporated on 19th December 2013 and failed to file ROC returns for the Financial year end 2014, then the filing fees would be normal fees plus twelve times of normal fees depending upon amount of authorised capital.

  21. I have incorporated a private limited company in 2008.It doesn’t have any bank account and it didn’t conduct any business. It also didn’t submit any document like balance sheet , AGM meetings etc to ROC. Can we do it under FTE now ? How much fine should we pay ?

  22. I had incorporated my LLP on 14th Oct 2014. When should I file form 8 and form 11

  23. what procedure of late filing after 270 days of Annual Returns of the company.

  24. I incorporated my organisation as LLP last year, but have not done any business till yet. Do I need to file annual returns?

  25. I need to ask if the incorporation documents are lost (Hard Copy) i.e MOA AOA INC 8,9,19 ETC then what are the solution available for the company.

  26. Mam I like your biog it is really very helpful

  27. A company was formed in 2012. One of main objects was that the company would take over the business of existing partnership business.

    However till date no takeover agreement has been made and the company now does not want to takeover the partnership

    The company has done no business in the 3 yrs till date

    Whether mere stating it as an object amounts to takeover?

    What is the possible course of action ??

    • Mere stating as an object will not amount to takeover. After take over the partnership firm is to be dissolve, bank account must be transferred in the name of company for taking over all assets and liabilities of firm.

  28. Whether a Dormant Company is required to
    1. Appoint Auditors
    2. File 23AC/ACA & 20B
    3. File MGT-14
    4. And other Compliance related filings

  29. This query is in related to Fast Track Exit
    A company has only Investment in Shares of Another company
    Besides this no business activity was carried on by it.

    1. Can this company be closed under Fast TRack Exit Scheme after transferring the Investment.

    2. Or I have to wait for 1 year after transferring the investment to close the company under FTE

  30. Dear Madam, A very good morning.
    We have appointed a director to a private limited company on 19th of this month by filing Form DIR-12 and the payment was also got approved, but still when we see the Company Master Data,it is only displaying the Former Director details.
    Actually the appointee director has not filed the form online when he was appointed(before 10 years) as director to the company.

    please reply me as early as possible.

    Thanks in advance madam.

  31. One company has not filed annual return, Auditor’s appointment and other forms for last 2 years.

    If it files forms now whether the it will attract penalty prescribed under section 92(5) of companies Act 2013.

    Further the act doesnot prescribe any additional fees for delay of more than 270 days. Since in this case delay is more than 270, what will be the procedure.

    Is there any penalty payable apart from 12 times additional fees for delay in filing forms

    • As per Section 92(5)[ Annual Return] If a company fails to file its annual return under sub-section (4), before the expiry of the period specified under section 403 with additional fee, the company shall be punishable with fine which shall not be less than fifty thousand rupees but which may extend to
      five lakhs rupees and every officer of the company who is in default shall be punishable with imprisonment for a term which may extend to six months or with fine which shall not be less than fifty thousand rupees but which may extend to five lakh rupees, or with both.

      also please refer Table of Fees (pursuant to rule 12 of the Companies (Registration of Offices and Fees) Rules, 2014)
      I think there will be penalty apart from 12 times additional fees for delay in filing forms.

    • As per Section 92(5)[ Annual Return] If a company fails to file its annual return under sub-section (4), before the expiry of the period specified under section 403 with additional fee, the company shall be punishable with fine which shall not be less than fifty thousand rupees but which may extend to
      five lakhs rupees and every officer of the company who is in default shall be punishable with imprisonment for a term which may extend to six months or with fine which shall not be less than fifty thousand rupees but which may extend to five lakh rupees, or with both.

      also please refer Table of Fees (pursuant to rule 12 of the Companies (Registration of Offices and Fees) Rules, 2014)
      I think there will be penalty apart from 12 times additional fees for delay in filing forms.

  32. Hello Maam,

    I am Director of a PVT LTD Co and it was incorporated 02.02.2011, till date we don’t appoint any auditor and conduct no AGM and also submit any return, so plz give me a suitable sugession so that I can submit all above related issues. Thanks

  33. Hello Ma’am, We had incorporated the company in June 2013 with 2 directors. We have Nil business till date. Do we have to file return and what procedure should we follow? From where else can we get help to file return? Can it be done by myself online?

    • After incorporation company, the company has to comply applicable provisions as per Company Act. One of them is filing of balance sheet. If filing is not done within specified time then it will be default. So it would be advisable to file return on time.

  34. What should be the date of AGM & Board Meeting under CLSS,2014 in which a/cs are approved ????
    Whether it should be of that relevant year to which books of a/cs belongs to or of current financial year in which filing is to be done under CLSS ????

  35. Dear Ma’am, Our company has 3 directors out of which only 1 director has an approved DIN can we file annual returns from 2006 to 2014 under CLSS scheme?? with the single DIN? if yes, then how?

    • Before filing annual returns under CLSS scheme, you need to file Balance sheet Profit and loss account from 2006 to 2014 through e-forms 23AC, 23ACA 20B respectively. For online filing all DIN should be approved.

  36. Dear Ma’am, thanks for your blog, i have one query, what if i skip the annual returns filing for FY 06-07, and from FY 07-08 onwards i file the annual returns. Is that ok if i skip one year in which AGM was held? i will file this return in next year.


  38. i have a pvt ltd 1997 and is annual return file up to 2000 after 2000 till date annual return is not filling and no transaction. i want to company update till date what expenses till date under CLSS, scheme… what can i do should i close the private company or should i update it till date…i have heard that if we did not file the annual return up to for 5 years than the company will close….please answer me as soon as possible time is very limited…….waiting for your answer!!!!!!!!

    • The company needs to file annual returns every year if failed to file then filing with additional fees to be paid. Please refer Table of fees (pursuant to rule 12 of the Companies (Registration of Offices and Fees) Rules, 2014) and Section 403 of Companies Act 2013

  39. Madam,
    please let me know a dormant company as declared by MCA but the company has not applied for dormant status can file annual returns under CLSS 2014 or not?

  40. Thank you for all informative posts, Ma’am. Plz help me with this query. A pvt co with paid up capital Rs 1lac incoporated in june, 2012, has not filed any annual forms. How much will be the exact fee(including late fee) if it files the 23ACA, ACA, 20B & ADT1 befor 31st dec, 2014 ?

  41. your blog is really very helpful for me & other also.

    As per CLSS scheme, the dormant company is not liable to get or avail the benefits of the CLSS scheme then how will the dormant company is regualarized their affairs with ROC till date.
    whether the dormant company will have to file their annual returns with full additional fees? there is no any chances to reduce the additional fees for the dormant company.
    Pls reply

  42. Dormant company is not liable to file their annual returns under CLSS schem then how will the dormant company file their all pending annual returns with ROC.

  43. Hello
    About Annual Filling Financial Year 2013-14. Auth. Cap. Rs. 1.00 lacs

    1) Can Form 23B is fill or not because ADT-1 is fill.
    2) Any other Form or resolution is fill/pass other than 23AC, 23ACA, 20B or/and 23B or/and ADT-1 (like adoption of account etc.)
    3) Form 66 is mandatory or not for annual filling of company. if yes then, which situation?

    Thanks in advance.

    • yes 23B is to be filed, for adoption of accounts ordinary resolution shall be passed in Annual General Meeting. For 66 is to be filed by companies of which paid up capital is more than Rs. 10 lakh as per CA 1956.

  44. hello mam,
    while e-fling annual forms, after the payment has been made a challan shld be generated automatically. but while i was doing this filing work, sometimes the challan donnot generate automatically. when i log into my mca account and track transaction status , such transaction will be shown under process(payment status is sucessful) and is listed separately from other next working day, it will get the status it a fault from our side or fault of mca servers? kindly reply.

    • Yes, while uploading any form, normally we get ROC challan for payment. But normally due to technical issues of site, it will take some time to generate challan. But if you can try under ” track payment status”, you will get copy of payment challan. Please try this through internet explorer and not through google chrome.

  45. While filing 23Ac and 20B due date for AGM has been mentioned as 30th Sep instead of 31st Dec as the due date should be 9 months from the closure of Financial Year.
    Will this make document defective?

  46. We want to close our Pvt Ltd company for which we haven’t filed IT Returns for last 7 years. Can we close the company directly without FILING nil returns? Or do we need to close only after filing all the returns using CLSS 2014? Please help

  47. Can a company file for application for extension of due date of AGM now when the due date has already been passed?

    What if an application is filed now through GNL-1?

    Please give ur valuable cooment

    • As per Section 96(1) provisio of Companies Act 2013, the Registrar may for special reason, extend the time within which the annual general meeting, other than first general meeting, shall be held by a period not exceeding three months.
      The company cannot make application for extension of AGM after expiry of due date of holding of AGM.

  48. Ours co. has two directors din no but third is not found of same when we go for filing 20b return with pan no for 2007-2008 to remove the default co as ltd co it doesn’nt work it require 3 directors with pan no it is not going to file pl advice

  49. A very informative blog……please keep up the good work!…All the best

  50. Hello Mam,
    Your blog really nice thanks for providing information about this wonderful scheme.

  51. Hi Ms. Meenal. Your blog is very useful and informative. I wanted to ask regarding CLSS that first step is to file all belated documents and pay normal fee + 25% of additional fees for which SRN will be generated and then apply in form CLSS. Is this correct? And when the belated documents are filed, will the SRN that generates contain fee which is normal + 25% of additional fees or entire additional fees? Then how do we pay? Please help.

    • Please file first of all annual filing forms such as form 23AC 23ACA 20B 66 ( if applicable) form 23B(appointment of auditor) and pay fees. At the time of uploading all these forms, ROC will create challan and challan itself will show the fees as per CLSS and you can do payment online. Then file form CLSS separately and specify all SRN and the fees will be reflected once you click the pre fill button which you have already paid. While filing form CLSS there is no filing fees. you will get simple acknowledgement.

      • hello mam, i filed form 23AC , ACA ; form 20B for pvt ltd company for the year 2012-13. due to CLSS, the additional fee was reduced and i made the payment online and finsihed the the above reply u said that another form ‘CLSS’ shld be uploaded after filing those belated forms under CLSS. is it mandatory do upload Form-CLSS ?? plz reply. within how many days shld v upload such form ?

        • Yes CLSS form shall be filed by company within 3 months from the date of filing of additional fees online. If the company fails to file CLSS form then it will not get advantage of 25% of additional fees and shall be required to pay 75 % further. ROC will issue you certificate under CLSS which is confirmation that you will not require to pay any additional fees more further.

  52. Hello Mam

    I have started Pvt Ltd company in oct 2012, since the i have done minimal business but have not not conducted AGM or filed ROC or any thing else. Only My vat and PT returns are up to date. Please advice the next step.


  53. What are the new due dates for ROC annual returns as per Co.Act 2013

  54. respected madam,

    I am a tax consultant and don’t do much under companies act. I wanted to know- one company was formed in 2002. Since then we have not filed any ROC return or BS. Now we have obtained DIN and DSC of two existing directors. But ROC is not accepting DIN as when company was formed DIN was not applicable. We have to file DIN manually and get them updated at ROC.
    Tomorrow is the last date of CLSS 2014. Pl;ease advise.


    tushar singhal advocate tax.

    • You said that you have obtained DIN and DSC then you can file forms of annual filing under CLSS. Also the date of filing under CLSS is extended to 31’st December,2014. Please refer General Circular here :

  55. Dear Ma’am, one of our company was incorporated in 1985 by a different party. The company was transferred to our clients in 2008. However no filing has been done manually or electronically after 2000, due to which the current status of the company is ‘Dormant’. Please note that we did not file an application to obtain the dormant status. It was changed by the ROC itself. I believe form GNL-1 will help to normalize the status of the company before taking part in the CLSS. Also, please tell me from which year should I e-file the annual returns. From 2001 or from 2006.

    • Under CLSS the company can file all pending forms of relevant financial year. If the MCA site shows the status as dormant, the company cannot file annual filing forms under CLSS then. Please check the status of company on MCA site

  56. Ma’am I would like to know that can a Company file all the due required forms before and then file Form CLSS lately???
    but before 15/10/2014

  57. Madam, I am working in CS firm at chennai. One Company is a Dormant Company which needs to file all pending Annual filings from 2006 under CLSS 2014. Signatory Details is not updated in MCA portal. All the directors have valid Din who are also director in other companies. When I tried to file GNL-1 for normalising the dormant status to active status by using Director DSC, it shows error. The authorised signatory is not authorised to sign this form and also shows same error when I tried to file DIR-3C. Kindly advise how to file Form GNL 1 and update signatory details. Expecting your reply Thanks

  58. one of company not file annual filing from 2012
    is this annual filing fees are be as a under CLSS or Normal

  59. One of our client received this email from his CS friend “A board resolution about the approval of the accounts has to be filed with ROC within 30 days of the date of signing of the BS and PL”. Pls tell me ma’am is this correct ? Because as per my understanding after filing annual returns and ADT1 there is no need to file any board resolution with ROC.

  60. Is it necessary to file MGT 14 after appointment of auditor in AGM ?, I have already filed form ADT 1 in eform GNL 2.

  61. Mam,
    Company Directors have DIN Numbers as they were directors in Other Companies too , Now they have failed to file and Annual Return and neither DIN-3 Form was filed ,resulting the signatory details are not updated on MCA Portal

    Kindly help me what shall be recourse for the same and oblige

  62. hello mam, your blog is really informative. thanks for all your efforts and educating us. Let me try to explain my issue.

    I started a pvt ltd company in 2009. Filed returns for 2009-10, but after that, not filed any returns till date. The company has been doing business till April 2014, after which all the transactions have stopped. The company never made it to profits, hence closing it down.

    I’ve got the auditing done for last 4 years i.e. 2010-11 to 2013-2014, but not filed returns yet. We were running an online portal for which service tax rules were not clear. So never applied for service tax.

    Now i fear, if i file returns, what if they ask for service tax retuns ? Can the IT department seek any clarification even if the company is not having any service tax number as on date ? As the company has never made profits,it wont be able to pay any service tax if the query is raised.

    What shall i do ? Would be great if you can guide in this case.

  63. How do you file the annual returns when DIN 3 not filed as the company formed prior to 30/6/07 and DINs not validated with DSC and hence the Director details do not appear on the portal. Hence when the filing is to be done how does one do that??

  64. Ma’am,
    I would like to register a company in Maharashtra. Can you let me know
    1) I have pvt ltd company already registered at a particular address. I would like to register another company at the same address. Is it allowable by law.

    2) The property on which I would like to register the company, is a tenanted premises ( under rent act ), and the the tenant name is XYZ partnership. the electricity bill in the name of XYZ is available. Is it possible to register the pvt ltd company at that address? Will NOC from XYZ be required for the same?

    3) Can you register an One Person Company without a registered address?




  66. I have incorporated pvt ltd company in January 2014, but still we have not opened bank account. and also not started business pls. advise, do I need to do annual filling and ITR

    • If you have incorporated company in January 2014, then you need to open current account in the name of company and also deposit share application money of the first subscribers of the company. Now you can close your first financial year on 31.03.2015 ( the company act has provided that if the companies are incorporated in the month of January then it can prepare accounts for 15 months.

  67. Dear Ma’am, your blog / posts are always very helpful and very simple to interpret. I would like to know how can a company / auditor get benefit of immunity for form 23B since the same is not available for filing with the registrar and one has to use GNL-2 form for the same.

  68. Respected Madam, thanks for this blog. I do learn many things from this. I am a CS Student. Could you please clarify what is meant by “Vanishing Company” where CLSS is not applicable.

    • As per FTE (Fast Track Exit) mode, the Vanishing Company means a company, registered under the Companies Act, 1956 and listed with Stock Exchange which, has failed to file its returns with Registrar of Companies and Stock Exchange for a consecutive period of two years, and is not maintaining its registered office at the address notified with the Registrar of Companies or Stock Exchange and none of its Directors are traceable.

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