Annual ROC Compliances by Companies

The Companies Act provides for various forms, returns to be filed in electronic mode to the ROC by the Companies incorporated under the Act. Every Company is required to comply with the legal and procedural requirements as and when required. As part of Annual Filing or Annual Compliances various forms have
been prescribed under the Companies Act which is required to be filed to the ROC annually by the Companies.

In this context we  will focus on the various forms which are required to be filed with ROC (Registrar of Companies) annually by the Companies –

The Annual Compliances in respect of Companies are as follows:

• Form 23AC    – Balance Sheet to filed by all Companies
• Form 23ACA – Profit/ Loss account to be filed by all the Companies
• Form 20B  – Annual return to be filed by Companies having share capital
• Form 21A – Annual return to be filed by companies not having share capital
• Form 23B – Information by Auditors to Registrar
• Form 66 - Compliance Certificate to be filed by Companies having paid up capital of Rs.10 lacs to Rs. 5 crores

Detailed views of the aforesaid forms are summarized as below:

1.Balance Sheet/ Profit & Loss Account – The following provisions needs to be adhered to in respect of filing Balance Sheet under the Companies Act:

a)  The balance sheet to be adopted at the Annual General Meetings held.

b)  A copy of Annual report including Balance Sheet etc. to be e-filed with the ROC within 30 days of the date of the Annual General Meeting;

c)  Where an annual general meeting (AGM) is not held, copy of balance sheet/profit & loss account 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 to be filed along with the balance sheet.

d)  Where balance sheet, etc., 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 was filed along with balance sheet, etc. to be filed within 30 days of the AGM.

2.  Annual Returns – The annual returns in respect of compliances covers annual return in Form 21A and Form 20B. The provisions in this respect are –

a)  File with the ROC in an electronic mode the annual return forms within 60 days of the holding of the annual general meeting.

b)  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;

c)  As per sec 161, the return is to be duly signed digitally and the requisite certificates to be attached.

d)  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.

3.  Information by Auditors to Registrar- As per sec 224(1A) of Companies Act, 1956 Form 23B is to be submitted to the ROC within 30 days of appointment of Auditors.

The provisions in respect of this Form are as under –

a)  Under this the Auditors are required to annually file and sent intimation to the Registrars regarding their appointment and reappointment in the Company online.

b)  The Auditors are required to digitally sign the Form 23B and intimate the Registrar for the same.

c)  The Auditors are also required to receive intimation in the form of draft letter of his appointment or reappointment by the Companies concerned and the same should be attached with Form 23B which is to be filed with the ROC.

d)  SRN (Service Request Number) of Form-23B which is filed with the ROC is mandatory required to be mentioned in FORM-23AC for filing the Balance Sheet.

4.  Compliance Certificate – Form 66 of Companies Act is related to filing of Compliance Certificate by the certain companies. The provisions related to this are -

a)  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.

b)  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.

Things to be kept in mind while filing:

• Both Balance Sheet/ Profit & Loss Account are to be filed separately as these are two different documents with different e-Forms.
• The e-Forms along with the attachments should not be more than 2.5 MB.
• The Balance Sheet, Profit & Loss Account and Annual Return are filed as attachments to the respective e-Forms. A scanned copy considerably increases the size of the document besides being more expensive. So it is advisable to convert the Text file/ Excel sheets by using the PDF converter software (PDF conversion facility is also available on the MCA portal for business users) and upload these attachments as PDF documents.