Importance of Annual filing with RoC for a Private Limited Company

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

  1. Hi, i have registered a Pvt. Ltd. Company in 2016 since then we have not filled any Roc..and have not done any business. Company bank account was started on October 2018 and only Transferred some money few times from my personal account and paid office rent. So No business have done in real. Now i want to close this company. Can you please let me know how can i close this company?

    • You can approach to Registrar of Companies, within whose jurisdiction registered office of company is situated. you can file e-form STK-2 with affidavit, indemnity, application to the Registrar and the Registrar will check the documents and take appropriate action to strike off the company’s name from the register.

  2. Hello madam,
    I started a start up pvt ltd company on 2011.
    I filed roc 2011 – 2012.
    due to no business & growth I stopped running the company. from 2012 to 2013 i am suppose to file the ROC till date.
    same applies for IT returns as well.
    I would need your advice, how can i take it forward. Is there chance to file now ?
    if want run back the company again can I ?

    please help.

  3. Compliance report in form 66 is no more required as per Company law 2013

  4. Dear Madam

    Company incorported in NOV 2016, it`s need to file roc or no because company is less then 6 months know.

    • Please file AOC-4 and MGT-7, ADT-1 before 30/06/2018 with additional fees because after 30.06.2018 the additional fees for each year and form will be Rs 100 per day till default continues.

  5. Madam, i been failed to file my roc till now i am trying my best to file it soon by this month since my company formation was 1 January 2014 year,till now i was failed what are the risk & back lose , since total 3 ROC are pending?
    also, we showed loss in all 4 ITR till now. is there any option to waved the ROC penalty ? i will be relay grateful if you like to answer all my qestions .

  6. Hi,

    The Director who has been disqualified under 164(2) on non filling company ROC return,; will be get qualified status after filling all pending ROC return.

    Pls update with procedure…

    • As per Section 164(3) , proviso, the disqualification shall not take effect for thirty days from the date conviction or order of disqualification. The disqualification cannot be removed after filing all pending ROC forms.

  7. Dear Madam,

    In a private ltd company , extension of AGM not filed with ROC. and audit report signed by Auditor on 27.10.2017.Whether we have to apply for compunding and what is the procedure for it?

    • As this financial year 2017, the government has extended date of filing of GST returns, so financial statements have been finalised late. the date 27.10.17 can be accepted for Income tax return but not for Company ROC filing return. Please request CA to prepare financial statements before September 2017 otherwise the company cannot file AOC-4 form without obtaining extension from ROC for late holding of AGM.

  8. Dear Maam,

    I am not able to upload any form as the director has got disqualified from directorship in one company MCA is not allowing to fill any form for other companies also.

    Kindly adivse on how to get the disqualification removed.

    • That is true. The director who is disqualified as per Section 164(2) of Companies Act 2013 shall not be eligible to be reappointed as a director of that company or in other company for the period of five years from the date on which the said company fails to do so. As per Companies Act 2013, there is no provision how disqualification can be removed.

  9. madam,
    my question is if i have incorporated a company on 19th December, 2015 will i have to file annual returns for the year ended 31st march, 2016 or i can file a common annual return for the period starting from 19th dec. 2015 to 31st march, 2017??

  10. 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

  11. 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

  12. 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.

  13. 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.

  14. 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 firm koi tax diya na company account me 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.

  15. 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.

  16. 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.

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

  18. 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.

  19. 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.

  20. 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??

  21. 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

  22. 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?

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

  24. 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.

  25. 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.

  26. 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

  27. 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.

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

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

  30. 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

  31. 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.

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

  33. ROC filings from AY 2012-13, please advice us on the returns to be filed

  34. The Company has not filed ROC Returns from 2009 since there was no effective operation. The company now wishes to file the same but relevant forms of 23ac, aca, 20b etc are presently not available nor the present forms of aoc4 and mgt7 accept dates of filing before 2014.
    I request your kindself to guide upon the remedy available i.e what forms is to be filed for financial statements and annual returns etc in the present scenario….and if there is any scheme available to reduce the penalty etc

  35. Madam, We incorporated a Pvt ltd company in 2012, with two Directors, since then NO transaction done, even not applied for VAT & TIN, NO financial transaction was done. Just it was formed and kept like idle only. We have not even filed annual return. Pls help us to know that what are consequences and how much penalty will be imposed. We also want to officially close down the company, pls guide.

  36. Dear Mam,

    Our company needs to file annual return along with financial statement since financial year 2013-14. Since the Form-23ACA, 23AC and 20B is not available in the MCA portal. How to file annual returns. Can you suggest me.

  37. hello madam,

    we incorporated a pvt company in dec 2014. then what will be its first financial year and wht will be first agm date due. if not done on time then what are the penalties. pls guide.

  38. Dear Madam,

    Ours is a private limited company incorporated on 27.03.2015. So far no transactions except for contribution to share capital by the two directors. We have not appointed any auditor so far. What are the consequential punishments for this lapse? Can it be remedied now?

  39. Hello mam,

    I filed a form INC-1 for the change of name of company but its showing a resubmission i.e. “the proposed name is nearly resembling with the name of an existing company. Please furnish the fresh name.”

    NOC has been received from both of the directors of the company which is resembling with the new name of our company. NOC contains that company is closed in ROC long back and we have no objection if you take/register your company name which is resembling with the name of your company. We attached the NOC in INC-1 from both of the directors of the company with which the new name of our company is resembling.

    Please provide solution

  40. plz suggestion me a pvt ltd company has incorpotated in 2011 the company not filed annual return and balance sheet from the incorporstion till date, then can a company filed aoc-4 and mgt-7 without filed three previous annual return and balance sheet due to form 23ac, 23aca and 20b not apdated on MCA portal or i should wait for Circular from MCA for updated the old form for filing annual return and balance sheet

  41. Please suggest to me what should i do that for filing of annual return and balance sheet in case of year ended 2010,so plz confirm to me that i should wait for the circular of mca or filing GNL-2 form

  42. A private Company is incorporated on 20.01.2013. Whether annual filing required for 2012-13?

    • You can close first financial year as on 31.03.2013 or 31.03.2014 depending upon amount of business transaction. Normally if Income tax return filed in 2013 then annual general meeting shall be held in the year 2013. Please check it and then file annual forms.

  43. Dear Mam , Our is a PVT Ltd company registered in the year DEC 2011. Our CA has delayed the Filing of ROC for the F. Y year 14-15. due to their internal dispute.. Will there be any Penalty on the company due to this matter. What will be the approximate penalty to be paid to ROC.and whether we can hold the CA responsible for this penalty.

  44. Dear Mam,
    Today i got an assignement for filing f.y. returns with MCA. Please suggest me
    How to file 2013-14 and 2014-15 Annual Return and Balance sheet with Mca now.
    What are the forms to be filed in this respect?
    Should i need to attach them as an attachment with GNL-2.
    Thanks and Regards

  45. Dear Madam,
    A company was formed in January 2014, and conducted its first AGM in June 2015. It has filed previous form 23ACA, and 23AC. Do it also required to file form AOC 4.(i.e. applicable for company beginning with FY 1-4-2014. Kindly reply if possible with some ‘applicable legal circular/provision’.

    • Please refer Circular No. 8/2014 dated 04.04.2014 and help of form AOC-4 for the applicability of AOC-4. As per this circular financial statement, Auditors report, Boards report in respect of financial years that commenced earlier than 1.4.14 shall be governed by provisions/schedules/rules of Companies Act, 1956. So it states about starting point and not closure.

      Please refer Circular No. 22/2014 dated 25.06.2014 regarding applicability of MGT-7. As per this circular, MGT-7 shall not apply to Annual Returns in respect of companies whose financial year ended on or before 1st April, 2014. So it states about ending of period and not starting of period.

  46. Hi,
    Is it possible to file Form 20B, 23 AC, 23ACA, for previous financial years? A private limited company has not filed these forms since 2011.
    If it is not possible, what are the remedial measures.Thanks in advance.

    • MCA will issue notification about filing of previous forms instead of Form 20B, 23 AC and 23AC because now MCA has removed these from its protal. Please wait till notification will be issued.

  47. I want to obtain Profit & Loss and Balance Sheet with all Annexures of a Private Limited Company registered in Nagpur. Request you to guide online procedure. I have reason to believe they have not filed ROC returns and financials for F.Y. 2014-15. What is the procedure to complain to ROC and force company to file returns & financials?

  48. Dear Madam,

    Can you Please give the solutions for the below case:

    X Pvt Ltd Company registered on 2009 the company is following January to December format for filing ROC return since the company wanted to wind up in 2016 they wanted to file annual return from Jan 2014 to Mar 15 totaling 15 Months. We need to know which companies act (1956/2013) to be followed for filing annual returns.

    Please advise

  49. Hi, ma’am i have a dought for u.
    I want to efile the financial statements for fy 2013-14, but form 23ac, 23aca are not available in MCA, AOC 4 is unable to fill the details for fy 2013-14 as they are new forms applicable from 1st april 2014.

    What should i do, in which form should i efile financial statements of fy 2013-14.

    Its urgent, help me the needfully.

    Thank q

  50. if Company Not hold the AGM and wants to file the Financial and accounts with MCA and same matter pending with CLB for management separation, Can we do so for the last 3 years ? as unadopted Balance sheet and annual return ? please guide

  51. We have incorporated a pvt. ltd. co. on 23 jun 15 with 2 directors. I have resigned on 8 dec 15 and filled for DIR 11 with ROC , but the company has not completed its formalities with ROC. Company is not having any income and not operational also. NO AGM , no Balance sheet and nothing filled in ROC.
    No paid up capital in Company’s account.
    Who is responsible for all these things if ROC or ITR sends the notice. ? What are my liabilities in this case. Please suggest

    • The director shall be liable for default if he was director for the period when the company was in default and after his resignation the company is in default, then company and other directors shall be liable.

  52. Hello Madam,
    We have a pvt ltd co.incorporated in April.2008.Right from FY 2008-09 to FY 2015-16 we have not filed ROC Forms.
    May I Know Is this possible to file returns for those periods as of now ? If so please advice me what are the forms to be filed from Fy 2008-09 to 2015-16 along with penalties to be paid.

    • Form 23 AC 23ACA have been removed from MCA portal recently. You need to file e-form GNL-2 with all pending balance sheet, profit or loss statement.

      • Madam,
        We have filed the e-form GNL 2 instead of form 23AC 23 ACA and another for e-form 20 B for the financial year 2013-14, but it has not been taken into record and we got a message saying that the SRN has been invalid. Then we had filed a compliant and we got the message that please wait for the notification of MCA. Please help us and give your valuable advise.

        • Yes you will have to wait till notification of MCA because though it is said that previous annual balance sheet can be filed through GNL-2, still the notification has not came into effect.

  53. hello madam,

    In private company transfer of shares in the year 12-13 but in that time of annual filing of 12-13 not mentioned in the Annual return and also compalince certificate. so can i submit revised Annual return and form-66 with cc certificate and board resolution? if yes Please provided draft resolution of BOD .

  54. Dear Madam,

    Our company is a Public ltd incorporated in 1987 have filed the Annual Returns to ROC upto F.Y 2008-09. The company has not done any Business from F.Y 2009-10 and not filed any Annual return since 2009. What are the Late fee and Penalties for Belated submission of Annual returns now? In MCA portal the status of the company is showing as “Active”

  55. Mam
    In private limited company having share capital of rs99000 and turnover of rs 29 crore which annual forms should be filed and is compliance certificate mandatory or not please reply soon as tomorrow is last date

  56. ours is a public limited company incorporated in Jan 2000 and have filed the annual returns upto 2008-2009. The company had not done any business since its incorporation. The company had to file annual returns from 2009-2010 onwards. The company had not obtained any extension of date in conduct of the AGM. What are the late fee and penalties if the annual returns are filed advice


  58. Dear Mam,

    One of our client incorporated a Pvt. Ltd. Company in Sep-2013 with two promoters and 01 being NRI. Share capital portion of NRI is received in February, 2015. Since NRI is involved we cannot show it in cash and close the books of accounts as of 31st March, 2014.

    My query is can we now close the financials for F.Y. 2013-2014 with paid up capital being less than Rs. 1.00 Lakh?

    If no then what is the best suggestion since FEMA Compliances are still pending.

  59. Query:
    there are 2 shareholders in the company, each represented by 2 Directors each.
    one shareholder (majority Holding) is not approving the Annual Accounts, Hence the Returns are pending.
    What Remedy does the Minority shareholder and the Directors represented by it have?

    Thanks and Regards,
    Pramod Mehta

  60. Madam,a pvt ltd co. with 3 directors incorporated in 12 march 2012 wid a paid up capital of rs 1 lakh but till the date not filing any forms with ROC.Out of 3 directors 1 director removed but not intimated to roc. 23ac,aca,20b and 23b still not filed wid roc .tell us what is the fees and penalty in detailed manner so we could pay to there any income tax requirement to file documents.please tell us in detailed manner.

  61. Hello Mam,

    I just got the assignment of company having Share Capital Of Rs.1 Lac incorporated in 2011 and . No forms filled in ROC till date (i.e First Auditor , No AGM held , No board Meeting held, Annual Forms, ADT-1,etc)

    Please Guide regarding the same . what is the best things that can be done related to all fillings.

  62. Dear Madam,

    My Private Limited Company was converted into LLP on 11/05/2015. Do I now need to file AOC-4 and MGT-7 w.r.t. 2014-15 for Pvt Ltd Company?

    • As per my opinion, the LLP needs to file form LLP 8 on or before 30.10.2015 after closing the balance sheet as on 31.03.2015. Now the system will not accept the AOC -4 form if it is LLP as on today.

  63. Incorporation date is 24-March-2014.
    What is taken 1st financial year for the purpose of company 1st annual filling:-
    1) 24-March-2014 to 31-March-2014 OR,
    2) 24-March-2014 to 31-March-2015 OR,
    3) 1-April-2014 to 31-March-2015.

  64. Dear Madam, I got my company registered or incorporated on 13 Jan 2015 and got the commencement of business approval on 21 April 2015. Do I need to file return for FY 14-15 as the commencement of business is approved on April 15 which is in FY 15-15? Can I e-File on my own without hiring a CA?

    • you can file annual return with ROC in the next year i.e. after closing FY 31.03.2016.
      but in case you have file income tax return for 31.03.2015 and tax audit is also applicable then you will have to file annual return with ROC this year.

  65. Hello Mam,

    I have registered pvt ltd company in 2008 but, after that neither any business done nor any annual filling is done.

    Some where i read that if Annual return not filled for 5 continuous year, we can go for windup.

    Can you please suggest me cost effective way
    1) Full fill all govt liability and go for closure (what is approx liability in terms of amount?)

    2) Go for termination (What is approx liability in terms of amount?)

    Thank You

    • If the company has not financial statement and annual return during last two years, the company can apply for dormant status as per Section 455 of Companies Act 2013. Then after satisfaction from ROC, the company can apply for voluntary winding up.

  66. Hi, Madam..
    my company formed on 24/04/2012, till today no annual comliance is made. is filing shall be as per C.A 1956, or 2013 ?

  67. Hello mam, I have a query and your answer will be much appreciated. My brother started up and OPC this year. We have followed all the process so far as we are taking service from third party for that. Actually he hasn’t run any business so far and plan to close by end of this fiscal year. Is it possible to close OPC before that? Also he hasn’t opened company’s current account as he doesn’t have any client or business yet. will that be a problem? Thanks

  68. Dear Ma’am,

    Our company was registered in July 2010 and since then, they had not done any filing of documents like form 23AC, form 20B etc. Now we want to file these forms for FY 2014-15. Can we do the same? or we have to file these forms for all the previous years also?

    • The company shall be required to file previous forms also.

      • we incorporated a company in Nov 2011, since then we had not filed the Annual returns with ROC. Now we would like to file form 20B, 23AC&ACA, 23B/ADT-1 with Roc. my doubt is ;

        1. is there any other forms required to be filed.
        2. As per ROC fee details, maximum penalty is 12 times. is there any additional fee needs to be paid other than 12 times penalty.
        3. If there any other penalties, when we have to pay the same. i.e. at the time of filing of forms or if receive any notice from ROC. Is there any waiver procedure for this.

  69. Is it compulsory for a company to file Annual Accounts (B/S and P & L) and hold agm every year if it is not carrying on any business?

  70. +form AOC-4 is required for a listed company or not.


  72. Hi Madam,

    I ve not done ROC filing since its incorporation (ie. 12-07-2012), Now i want it to file but i’m getting confused, For F/Y 12-13 which form shall i file for appointment of auditor ,either 23B as per companies act 1956 or GLN 2 as per companies act 2013.

  73. Very useful…thanks a lot… what is the normal fee for filing annual returns with ROC…

  74. Hello Mam,
    I am C A Final Student want to ask you about e-filing with ROC .
    My 1st question is whether provisions of new companies act,2013 applicable to private ltd co. whose f.y ends on 31-03-2015 and which forms we should required to file / submit with ROC.
    2nd question whether compliance certificate required to be filed with ROC of co. whose f.y ends on 31.3.2015.

  75. Hello Ma’am,
    I would be thankful to you if you would answer my question.
    A Private Limited company has not filed Annual returns & Annual Accounts since incorporation for more than 3 financial years. One of the directors has resigned from the company after the expiry of 3 financial years but before due date of filing annual returns. WIll the director be disqualified u/s 164(2) of Companies Act 2013 ?

  76. hello mam,

    My private limited company has incorporated on 24/March/2014. AGM not held yet. Please suggest me what to do….

  77. Hi Madam , i have registered my company in india on sept 2014, but till now we didn’t do any transaction or any business..
    do i need to file the income tax returns, any issue if i am not filing it, also we are not planning to start business in this registered name , please advice

  78. Dear Ma’am,

    Our company incorporated in Aug 2014 with 2 directors. and we have started take and payroll process of employees from Dec 2014. and we are filing quarterly return of TDS of salary as on date.

    1.When we have to file annual return?
    2.When to held the first AGM?
    3.When to file ITR?

    • yes annual return will be filed in F.Y. 2015. The AGM shall be held on or before 30.12.2015 as per New Companies Act 2013. [ First AGM shall be held within 9 months from end of financial year.]

  79. Madam ,
    We HV applied for striking off name from ROC on 10 mar 2015 kindly state whether we will still be required to file our annual returns of fy 14-15to the incmetax, Since no business was carried on wef Oct 13.

  80. Hi Madam,

    company registered in Nov 2011 but we have not done any txn in company except registration. even we have not issue any share in the company. Now we want to start business in the same.

    What are the formalities to be completed?

  81. Hi Ma’am,

    I got registered my pvt ltd company in November 2011 but not a single transaction taken place after registration even no shares issued.

    Do we need to file Annual return to ROC as now we want to start business in this company?

    are there any other formalities to start the business?

  82. Dear madam,

    i forget to attach notice and Directors report with form 23AC filed for a private limited company under clss 2014 in november 2014 for the year ended on 31.03.2013, i want to know the consequences of this….
    please help…………..

  83. mdm pls guide me how file roc ?
    how fees to paid to Roc & Company secretay
    what are the document to file

  84. Hello Mam,

    Our pvt. ltd. company incorporated in JAN 2015. We didn’t applied for certificate of Commencement of Business till date. My queries are:
    1) When we have to file the Annual return to ROC.
    2) When to held the first AGM
    3) When to file the Income Tax Return.
    4) Does all this filing and AGM depends on Commencement of business or on Incorporation of Company

    • If company is incorporated in January 2015, ITR to be done in 2015 September, first AGM to be held in December 2015. File form INC-21 for commencement of business within 180 days from date of incorporation.

      • Thank you very very much mam 🙂 So if we carry out AGM in December 2015 then we will have to file returns to ROC by 30 January 2016. Am I right mam?

      • As company incorporated in Jan 2015 Can we get the benefit of closing the the accounts in March 2016. And then held the AGM till september 2016.

        If yes then what about the ITR return do we have to file it till September 2015 or can submit it in next year till September 2016

        • Since company is incorporated in Jan 2015, you need to file income tax return for 31.03.2015 and hold Annual general meeting and file annual return as per Company Act 2013 with Registrar of Companies then.

  85. Madam,
    We have one “Private Llimited Company” with Authorized Share Capital Rs 1 Lack.
    Sales all the years below Rs 50 Lacks
    We are submitting every year the followiing with ROC Every Year
    1) 23 AC
    2) 23 ACA
    3) 20 B and
    4) 23 B (Now ADT -1) till year 31-3-2013

    Now i request you please what are the forms we need to submit from 01-04-2014 every year just give list.
    Please let me know what are the form to file with ROC every year
    “Apart from above mentioned Four forms” every year.
    I mean what are the other Yearly forms a company must submit every year under New ACT apart from above mentioned four forms

    • Private Limited shall be required to file following forms every year after holding AGM
      Form 23AC
      Form 23ACA
      Form 20B
      ADT-1 (appointment of auditor)

      Apart from above forms, Form MGT-14 for any resolutions or agreement or to disclose directors interest in any firm or body corporate, e-form MGT-14 to be filed every financial year in the first board meeting of each financial year or forthwith after change in interest.

  86. Dear ma’am,
    can you please tell me that if a private company is filing a NIL return. then for how many years can it file a NIL return. with the relevant provision as well. thank you

  87. Dear Mam,

    Plz help me to know Due date of First AGM of Pvt. Co.

    co. 1 – Date of Incorporation March 20 2014

    Co. 2 Date of Incorporation November 2013.

    Both co. close accounts on 31.03.2014.

    what will be last date of AGM.

  88. How to reactivate the efiling status from striking off to normal so that the efiling can be done as the accounts are kept pending since its incorporation in the year Nov 2008. Please advice how to proceed in this reagrd to get it done with minimum of late fine and panelty to update the company.

    • The time limit to reactivate the strikking off status to normal company is 20 years. The Company shall make application to Tribunal and it will pass order, the company can file pending annual filing forms to Registrar of Companies.


    • MGT-14 is to be filed by all types of companies. Please refer section 94(1), 117(1) of The Companies Act, agreements to the Registrar 2013. Basically this form is applicable for various types of resolutions passed by board of directors and shareholders.

  90. Hello Mam,
    Is it necessary to file mgt-14 for approval of accounts of private limited company?

  91. Hello Maam !

    I Have Registered pvt Ltd. company in 06/03/2013. Not yet filled any ROC Forms.
    May i need to file for 2012-13 FY?
    Can i get 15 months accounting year support as per Companies Act 2013 & new company.

  92. hello Mam, this information really helped me out ,

  93. i have questions on how to pay stamp duty by login on to mca21 website wat are the rates of stamp duty in a pvt ltd food company please e mail me ur replies
    on how to login ,were to pay stamp duty ?
    my name is amit

  94. Hello Maam,

    Thanks for your reply.

    In regards of my query that my partner is not supporting us in either filling returns nor closing the company and he is the only authorised person for bank statements (however business is nil). I want to resign from the company or want no more to be connected with company. For this I talked to my CA he told me that its not possible to resign before filling return and if we failed the same we are penalised for 50,000 per director and 50,000 company.

    Maam pls help me out in this case how
    can I quit company and no more associated
    with this.


  95. Dear Madam

    We have to the ROC for the FY 2013-14

    If the company has share capital of Rs.1lakh
    which are all the documents is to be filed with the ROC for the fy 2013-14.Hope below are the documents correct me if any thing wrong
    1.Balance sheet-form 23AC
    2.P&L-form 23ACA
    3.Directors report,notice
    4.Annual return-Form 20B
    5.Auditors concent/appointment letter-GNL-2

  96. Hi,
    We incorporated our company, a software development firm, on Nov 2013. There is no income until now. I understand that the last date for conducting first AGM is 9 months from end of Financial yr; i.e Nov 2014. Is this correct. Also, is it necessary to file Income Tax return as well? We haven’t made any revenue till date but only expenses. Please advice.

    • If company was formed on November 2013, as per new companies Act, the company shall close its first financial year on 31.03.2014 and hold first AGM within 9 months from 31.03.2014 i.e. on or before 30.12.2014. Yes it is necessary to file Income tax return as well.

  97. 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.

  98. 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 🙂

  99. 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.


    • 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.

  100. 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.


    • 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.

  101. 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.

      • If company has not started business till date & now want to start business, in that case how to regularise – No audit is done since company never started.

        Ques 1: we have to file nil audit reports ?
        Ques 2: can start filing returns after closure of current financial year viz 31st march -2014 as first year of operation ?

  102. Dear Ma’am,

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

  103. 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?

  104. 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

  105. 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.

  106. mam
    I am a pcs. i ve got a doubt. a company has allotted extra shares on 13.03.10 with rs 100 per share and premium of rs 4900 per share. also filed form 2 and also filed the annual filing for the year 09-10 with the increase in capital. after that they have not done any e filing for all these years. now the director says that they have not received the money. they say after few months they sent repeated reminders and they got back only the allotment letter and share certificate back.
    now they want to revise the form 2 and annual filling forms which has the balance sheet and annual return reflecting the increase in the capital and make it as the old as there was no allotment made.
    Is this possible. how can we revise form 2 when the fact of filing form 2 itself is a mistake. hope only clerical errors can be revised.
    Please give a reply on further procedures to be continued in regards to this to make it hassle free
    thanks in advance

  107. 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

  108. 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.

  109. 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?


  110. 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?

  111. 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…

  112. 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.

  113. 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.

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

  115. 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 ?

  116. 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.

  117. 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.

  118. 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.


  119. 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.

  120. 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 ?

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

  122. 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.

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

  124. 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;

  125. 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.

  126. 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.

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

  128. 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?

  129. 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.

  130. 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?

  131. 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?

  132. Dear Mdm,

    My auditor has not filed the company returns and ROC for the last 3 yrs and is refusing to file it as we have told him that we are going to discontinue his services because of his indisciplined way of operations and keeping us in dark. We are talking to him in this regards and already he has charged us for this filings in his annual fees. What we can do if he doesn’t files with ROC for the last 3 years, can we get the filings done by another auditor, He is trying to do a black mail in this regards as we are going for bank loan and the filing with ROC is must..what we can do. Appreciate your advice

  133. Mam,

    1. For the F.Y if the annual report is signed in May ( i.e. digitally signing date) then AGM can be held in September?

    2. how many B/S can Auditor sign as per companies act 2013 please mention the section or any circular or notification.

    Thank You

  134. 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.

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

  136. 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


  137. 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

  138. Dear Mam,

    One of our client have not filed annual accounts, annual returns & auditor appointment since from 2008-09 up to this year.

    Now they want to file the same with penalty.

    1. Then whether Form 23B (i.e. auditor appointment) is compulsory?

    2. If compulsory then whether to file Form ADT-1 with Form GNL-2 for all past years separately?

    3. What date to fill in both the forms current date or past year date?


    • If they want to file form of annual accounts, the company can file under CLSS (Company Law Settlement scheme) 2014 and get benefit of reduced fees i.e. 25% of additional fees which the company will be required to pay. This scheme is available till 15.10.2014.

      For past years, form 23B is to be filed and not GNL-2 form.

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

  140. 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.

  141. 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

  142. 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?

  143. 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.

  144. 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 to get the amount to be paid.


  145. 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.

  146. Dear mam,
    We have forgotten to file 23B of our client for F>Y.2013-14. I cannot find the form 23B online now.
    PLease help me as to what can id on now

  147. I incorporated my company in the month of January 2012. I have not done annual filing yet due to some unexpected circumstances.

    What should be my date of filling annual returns?

    What penalty should I expect from MCA?

    I have not started any business from the company yet. no transactions et. all.

    Please guide me.

    • Sorry for the delayed reply. You can file late returns and annual filing forms with reduces fees (i.e. 25% of additional fees) before 15.10.2014 as per CLSS (Company law Settlement Scheme) 2014.

  148. if two directors appointed on 30.8.2013 and date of signing balance sheet (12-13) 2.9.2013 can the directors appointed sign the balance sheet and their appointment will come in notice

  149. Dear Madam,
    Which form replaced Form 23B for information by auditor to registrar – Appointment?

    Thanks in advance


  151. 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

  152. Dear Ma’am,
    A company is incorporated on 27.03.2013. When should it call for its first AGM? Also, whats the period for which books of accounts are laid? Can it lay accounts for the period 27.03.2013 to 31.03.2014?
    Thanks in advance ma’am.

  153. 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.

  154. 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.

  155. 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).

  156. 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?

  157. 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.

  158. 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

  159. 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.

  160. 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…

  161. Madam ,

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

  162. 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.

  163. 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.

  164. 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?

  165. 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 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.

  166. 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.

  167. 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)

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

  169. 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.

  170. 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

  171. 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

  172. 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 .

  173. 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.

  174. 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

  175. 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.

  176. 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

  177. 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.

  178. 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.


  179. 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

  180. 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.

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

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

  183. 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


    • 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.

  185. 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.

  186. 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.


    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.

        • 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.

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

    EX:- Compan’s P&L, Balance sheet

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

  190. 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.

    CA Ankit

  191. 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

  192. 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.

  193. 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?

  194. 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?

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

  196. 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.

  197. 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.

  198. 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.

  199. 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.

  200. thank you for updating the knowledge of all…

  201. 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.

  202. 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.

  203. 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.

  204. 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.

  205. 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.

  206. 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.

  207. 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.

  208. 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.

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

  210. 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

  211. Gud mrng madam,
    First very thank full to you for providing the above information,
    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.

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


  213. 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.


  215. 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.

  216. a company was started on 7.08.2010 and has not filed any annual returns except incorporation 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

  217. hiii… i am bryan…i and my frnd is looking forward to form a pvt limited company..i want the entire information regarding this 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

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

  219. 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.

  220. 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.

  221. 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.

  222. 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.

  223. 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.

  224. 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.

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


    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.

  226. 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.

  227. 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.

  228. 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.

  229. these are very usefull for us.thank you

  230. 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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