Every company shall prepare a return (hereinafter referred to as the annual return) in the prescribed form containing the particulars as they stood on the close of the financial year regarding—
(a) its registered office, principal business activities, particulars of its holding, subsidiary and associate companies;
(b) its shares , debentures and other securities and shareholding pattern;
(c) its indebtedness;
(d) its members and debenture-holders along with changes therein since the close of the previous financial year;
(e) its promoters, directors, key managerial personnel along with changes therein since the close of the previous financial year;
(f) meetings of members or a class thereof, Board and its various committees along with attendance details;
(g) remuneration of directors and key managerial personnel;
(h) penalty or punishment imposed on the company, its directors or officers and details of compounding of offences and appeals made against such penalty or punishment;
(i) matters relating to certification of compliances, disclosures as may be prescribed;
(j) details, as may be prescribed, in respect of shares held by or on behalf of the Foreign Institutional Investors indicating their names, addresses, countries of incorporation, registration and percentage of shareholding held by them; and
(k) such other matters as may be prescribed, and signed by a director and the company secretary, or where there is no company secretary, by a company secretary in practice :
Provided that in relation to One Person Company and small company , the annual return shall be signed by the company secretary, or where there is no company secretary, by the director of the company.
(2) The annual return, filed by a listed company or, by a company having such paid-up capital
and or turnover as may be prescribed, shall be certified by a company secretary in practice in the prescribed form, stating that the annual return discloses the facts correctly and adequately and that the company has complied with all the provisions of this Act.
(3) An extract of the annual return in such form as may be prescribed shall form part of the Board’s report.
(4) Every company shall file with the Registrar a copy of the annual return, within sixty days from the date on which the annual general meeting is held or where no annual general meeting is held in any year within sixty days from the date on which the annual general meeting should have been held together with the statement specifying the reasons for not holding the annual general meeting, with such fees or additional fees as may be prescribed, within the time as specified, under section 403.
(5) If a company fails to file its annual return under sub-section (4), before the expiry of the period specified under section 403 with additional fee, the company shall be punishable with fine which shall not be less than fifty thousand rupees but which may extend to five lakhs rupees and every officer of the company who is in default shall be punishable with imprisonment for a term which may extend to six months or with fine which shall not be less than fifty thousand rupees but which may extend to five lakh rupees, or with both.
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
|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 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|
Get the basics right – Alteration of Objects Clause
The company formation document “Memorandum of Association” has an “Object Clause” which defines the business company undertakes. Before April 2014, a simple resolution with consent of Board of Director would have sufficed to undertake any other business activity beyond the coverage of main object clause.
How to comply: Now, with effect from 1st April 2014 all such Companies who were/are carrying of activities other than principal business activities as mentioned in the other objects are required to alter the main objects and include such activities therein.
Consequences: If the provisions are not complied, such business activity shall be treated as ultra-virus. Consequently, owing to multiple business activities, the Companies may also be required to change its name.
I am sure you will go back and check the “Object Clause” in “Memorandum of Association” document and see whether the business description is correct !
2. Displaying Company Identity – CIN on letter heads, invoices etc.
How to comply: Section 12(3) (c) of new Act provides that every company shall get its Name, Address of its Registered Office and the Corporate Identity Number (CIN) along with telephone number, fax number, e-mail and website addresses if any printed in all its business letters, billheads, letter papers and in all its notices and other official publications.
Consequences: In case of any failure to quote the CIN number, penalty of Rs 1,000 per day shall be imposed on the defaulting company and on every officer in default for every day during which the default continues. However, maximum penalty imposable shall not exceed Rs 100,000.
3. Acceptance of Unsecured Loan by Pvt Ltd Companies
Majority of Private Limited Companies accept unsecured loans from Director’s relatives or from its members as allowed under the provisions of Companies Act, 1956. As per Companies (Acceptance of Deposit) Rules, 2014 applicable from 1st April 2014, all such Companies now have to refund such unsecured loan/deposit immediately. As per the provisions, the Companies can accept unsecured loan or deposit from Director of the company provided further that such amount is not a borrowed amount and can accept inter corporate loan(s) from another body corporate and not from any other person.
How to comply: As per companies Act 2013, if the private company has accepted any loan from any person except director, then they need to file a statement in prescribed form with the Registrar of Companies (RoC).
Consequences: The Companies which fails to refund such unsecured loans already accepted from Directors’ relatives or members immediately shall be treated as deposit and as a consequence, defaulting Companies and its officer in default may face penalty/prosecution proceedings under the provisions of Section 73 to 76 of the Companies Act, 2013.
4. Deposits Taken from Public
As per the new act, the company must comply with certain provisions while dealing with deposits taken from public.
How to comply: The Companies which have accepted deposit from public were required to report outstanding deposits, interest thereon by filing a return with the office of Registrar of Companies up to 30th June 2014. These Companies have to refund the outstanding deposit with interest within a period of one year i.e. on or before 31.3.2015.
Consequences: In case of default, penalty can be Rs.1 Crore up to Rs.10 Crore
5. Borrowing Money by Private Companies
How to comply: Now, the private Limited Companies which have borrowed money in excess of its paid up capital and free reserves are required to pass special resolution and members have to decide up to which limit the Company can borrow. As per provisions of Section 180 of the Companies Act, 2013 every such company has to comply this provision immediately.
Consequences: Upto Rs. 10,000/- fine and where the contravention is continuing one then a further fine which may extend to Rs. 1,000/- per day after the first day.
Prevention is better than cure! All these things might sound like greek or latin to you but it will be a good idea to check Ministry of Corporate Affair’s website once in a while to know the latest updates. Companies should be aware about the basic compliances and take necessary action with respect to restructuring of Board of Directors, allotment of shares, acceptance of deposits, reporting major activities to ROC etc.
Also, using a good accounting software from day 1 of starting up the business can help you manage most of these things without much effort.
VidyaSunil & Associates is into practice of Tax Complaince, Audit, Accounts , Corporate / Business Finance & Outsourced CFO Services.
Advise for contacting VidyaSunil & Associates;
E Mail ID : email@example.com
Cell No. : +91 9739834819