Annual Filing of ROC for a Private Limited Company in India



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.


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.

Tabular presentation of different form to be filed to comply with annual filing with ROC


Document e-Form Due Date
Balance Sheet Form 23AC to be filed by all companies 30 days from date of AGM
Profit & Loss Account Form 23ACA to be filed by all companies 30 days from date of AGM
Annual Return Form 20B to be filed companies having share capital 60 days from date of AGM
Annual Return Form 21A to be filed by companies without share capital 60 days from date of AGM
Compliance Certificate Form 66 to be filed by companies having paid-up capital of Rs.10 lakh to Rs.5 Crore 30 days from date of AGM

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 2015-16 in the following manner

In case of Company holding AGM or whose due date for holding AGM is on or before 20.09.2016, the time limit will be 03.11.2016 or due date of filing, whichever is later; and

Company holding AGM or whose due date for holding AGM is on or after 21.09.2016, the time limit will be 22.11.2016 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 23.12.2016 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( 2 times i.e. Rs. 600)
More than 30 days and upto 60 days Four times of normal filing fee(4 times i.e. Rs. 1200)
More than 60 days and upto 90 days Six times of normal filing fee(6 times i.e. Rs. 1800)
More than 90 days Nine times of normal filing fee(9 times i.e. Rs. 2700)


Can I rectify date of AGM after prescrutiny of an Annual filing eForm? Will I need to prescrutinise the Form again?


Whenever you make a rectification in the eForm, you are always required to do prescrutiny again. The process of rectifying the AGM date after having done the pre-scrutiny of any annual filing eForm before, is explained below:Form 20B already Prescrutinised & Form 23AC or 23AC-XBRL being Prescrutinised Following dates are entered in the pre scrutinised Form 20B


•Financial Year- 31.03.2012
•Actual date of AGM- 31.10.2012
•Due date of AGM- 30.09.2012

If you prescrutinise Form 23AC or 23AC-XBRL with the following dates:
•Financial Year- 31.03.2012
•Actual date of AGM- 30.11.2012
•Due date of AGM- 30.09.2012

Please note that Actual date of AGM entered in Form 23AC or 23AC-XBRL(31.11.2012) is different from date entered in already pre scrutinised Form 20B (31.10.2012). At the time of “Check Form” the system displays the message "Please ensure that the AGM date/ AGM due date/ AGM extension date entered in the annual filing Forms (i.e. 23AC,or 23AC-XBRL, 66) are same for the respective financial year”. In case of discrepancy, the pre scrutiny of the Annual Filing Forms, being pre scrutised later shall be impacted and you shall be required to pre scrutinise those Forms again. If you proceed and pre scrutinize Form 23AC or Form 23AC-XBRL, the system shall reject the pre scrutiny of Form 20B, as it contained AGM date which is different from Form being pre scrutinised.You are required to prescrutinise Form 20B again with the correct date (As mentioned in Form 23AC) for the same financial year.