[Updated on Sept 1st 2014 with some minor changes and corrections]
This is that time of the financial year, when every company (PVT or LTD) needs to comply with annual filing with Registrar of Companies (ROC). In our experience not many entrepreneurs are attentive to this requirement, and even if they are, they tend to ignore it, resulting in stringent penalty.
The Companies Act, 1956, the guiding law for companies mandates for every company to file their Balance Sheet and Profit and Loss Account along with the audit report within 30 days from Annual General meeting. The company is also required to file annual return containing information such as the name of the company, its registered office, its principal business activities, capital in the company, details of all the directors and shareholders etc. as on the date of Annual General Meeting within 60 days from the date of Annual General Meeting.
Tabular presentation of different form to be filed to comply with annual filing with ROC
In the following write-up, we have summarized each of these e-forms, its content and pointers.
Form 23AC (Balance Sheet) & Form 23ACA (Profit & Loss Account)
These include following provisions:
- The Balance Sheet need to adopted at the Annual General meeting held by the Company;
- A copy of Balance Sheet is to be filed with ROC within 30 days from the date of the Annual General Meeting;
- Where an annual general meeting (AGM) is not held, copy of balance sheet/profit & loss account is to be e-filed within 30 days from the latest day on or before which the meeting should have been held and a statement of the fact and of the reasons thereof shall have to be filed along with the balance sheet;
- Where balance sheet is laid before but not adopted at the AGM or the AGM was adjourned without adopting the balance sheet, a statement of the fact and reasons thereof has to be filed along with the balance sheet, etc. within 30 days of the AGM.
Form 20B OR Form 21A (Annual Returns) –
The annual return includes annual return in Form 21A and 20B with the following provisions:
- Annual Return form need to be filed with the ROC in an electronic mode within 60 days from the date of holding the annual general meeting
- Where annual general meeting has not been held, the return is required to be filed within 60 days from the date on which the annual general meeting should have been held
- As per sec 161, the return is to be duly signed digitally and the requisite certificates to be attached
- In case of a company whose shares are listed on a recognized stock exchange; the return is to be also signed digitally by a secretary in whole-time practice.
Form 66 (Compliance Certificate)
Certain companies whose paid up share capital for the year in the range of Rs. 10 lakhs to 50 crores are required to file a Compliance Certificate in Form 66 with the following provisions:
- The companies having paid up capital of more than Rs. 10lacs, has to digitally file with the ROC a compliance certificate which is obtained from a Company Secretaries in whole time Practice within 30 days from the date of annual general meeting, along with the Annual Report
- In case the Annual General Meeting of the company is not held for the same year, the aforesaid Compliance Certificate to be digitally filed with the ROC within 30 days from the latest day on or before which that meeting should have been held.
Please note that the ROC has extended the due to file these forms for FY 2011-12 in the following manner
In case of Company holding AGM or whose due date for holding AGM is on or before 20.09.2012, the time limit will be 03.11.2012 or due date of filing, whichever is later; and
Company holding AGM or whose due date for holding AGM is on or after 21.09.2012, the time limit will be 22.11.2012 or due date of filing, which ever is later.
Further the due date also been extended for filing of e-form 23B without any additional fee till 23.12.2012 or due date of filing whichever is later.
Tabular presentation of Penal Provisions for non-filing or late filing of ROC Compliance Forms
|Period of Delay||Fixed rate of additional fee|
|Upto 30 days||Two times of normal filing fee|
|More than 30 days and upto 60 days||Four times of normal filing fee|
|More than 60 days and upto 90 days||Six times of normal filing fee|
|More than 90 days||Nine times of normal filing fee|