Companies Act 1956: Annual Compliance in India

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By Gunjan Sinha

Feb. 6 – Indian companies that were incorporated under the Companies Act 1956 must file their annual return and audited accounts with the Registrar of Companies (ROC) every year. The annual forms that have to be filed with the Registrar of Companies, including a greater description of the particulars, are shown below.

The above forms are downloadable online as e-forms via the Ministry of Corporate Affairs website.

Balance Sheet/Profit and Loss Account (Forms 23AC and 23ACA)
Both the balance sheet and the profit and loss account must be adopted at each company’s annual general meeting (AGM) before they can be filed with the ROC. If a company does not hold an AGM, or if the balance sheet and profit and loss account are not adopted during the meeting, companies have 30 days from the date on which the AGM would have been held to file the necessary documents. A statement relating the facts and reasons why an AGM was not held, or why the documents were not adopted, must be included with the forms.

Annual Return Forms (Forms 20B and 21A)
A company must file an annual return form within 60 days of the date on which its AGM is held. If a company does not hold an AGM, the annual return form must be filed within 60 days of the date on which the AGM would have been held. The annual return should be signed digitally, and the requisite certificates should be attached thereto.

Companies that hold share capital need to file Form 20B with the ROC, while companies that do not have share capital are required to file Form 21A.

Companies that are listed on a recognized stock exchange must have their annual return forms signed by their company secretary.

Appointment of Auditor (Form 23B)
An auditor must inform the ROC when they are appointed as a company’s statutory auditor within 30 days of receiving an appointment letter from the company.

Compliance Certificate (Form 66)
Companies that have a paid-up capital of more than INR10 lakhs (US$1 million) will need to file a compliance certificate with the ROC online. This certificate may be obtained from a company secretary who is qualified by the Institute of Company Secretaries of India, and must be filed within 30 days of the date of the company’s AGM.

Compliance Penalties
If these forms are not submitted to the ROC within the prescribed time limits, the offending company will need to pay a penalty in the form of late fees. The initial submission fees and late fees for a company with a minimum share capital requirement of INR100,000 are as follows:

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