ROC DUE DATES

We put forth this article at this crucial 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. Let us not ignore the due date for filling of ROC returns for FY 2012-13 no further.

To move ahead with the discussion, the pre-requisite of annual ROC filings of a private limited company or a limited company is the audited financial statements i.e. the Profit and Loss Account and Balance Sheet for the financial ended 31st March, 2013.

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

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.

A TABULATED PRESENTATION OF THE PENAL PROVISIONS -

1. Holding of Agm	Within 6 months from the date upto which financial statements are prepared. i.e for Fin.St.as on 31st March, AGM Should be held on or before 30th Sept.	Every officer of the company who is in default, shall be punishable with fine which may extend to five thousand rupees and in the case of a continuing default, with a further fine which may extend to two hundred and fifty rupees for every day after the first during which such default continues. (As per Sec 168)
2. Filing of annual audited financial statements	Within 30 days from the date of AGM as per Sec 220 (1)	Fine of Rs.500/- for every day as per Sec 220 (3) which in turn refers to 162 (1).
3. Filing of annual return to RoC	Within 60 days from the date of AGM as per Sec 159 (1)	Fine of Rs.500/- for every day as per Sec 162 (1)
4. Compliance certificateEvery company not required to employ a whole-time secretary and having a paid-up share capital of ten lakh rupees or more shall file with the Registrar a certificate from a secretary in whole-timepractice u/s 383 A	Within 30 days from the date of AGM	Fine of Rs. 500 for every day during which the default continues as per sec 383A(1A)

Further in addition to above :-

General Circular No: 4/2010
22nd November 2010

In partial modification of earlier circular 14/3/87-CL-V Voll-III dated 23.01.1995 the following table shall be applicable for additional fees to be levied for delay in filing forms other than form 5:

Period of Delay	Fixed Rate of additional fees
Upto 30 days	Two times of normal fees
More than 30 days and upto 60 days	Four times of normal fees
More than 60 days and upto 90 days	Six times of normal filing fees
More than 90 days	Nine times of Normal filing fees

The above table shall be applicable from 05-12-2010

The additional fees are payable over and above the normal filing fees.

Form	Period of delay	Rate of Additional Fees*
5	Up to one year	2% of filing fees per month or part thereof of delay
	Exceeding one year	2.5% of filing fees per month or part thereof of delay