PRESENTATION ON ANNUAL E-FILING WITH REGISTRAR OF COMPANIES (ROC) for your feedback:gauravdhamija10@gmail.com 1 NEED FOR FILING FORMS 23AC & 23ACA with roc SECTION 220 OF COMPANIES ACT provides (1) After the Balance-Sheet and the Profit & Loss account has been laid before a co. at an Annual General Meeting (AGM)(As per Section 166) , then, there shall be filed with the Registrar within 30 days from the date of AGM, or where the AGM of a co. for any year has not been held, within 30 days from the latest day on or before which that meeting should have been held in accordance with the provisions of this Act, (a) 3 copies of the balance-sheet and the profit & loss account signed by the managing director, manager or secretary of the co. alongwith the required annexures, (2) If the AGM of a co. before which a balance-sheet is laid as aforesaid does not adopt the balance-sheet [or is adjourned without adopting it] [or, if the AGM of a co. for any year has not been held] a statement of that fact and the reasons therefore shall be annexed to the balance-sheet and to the copies thereof required to be filed with the Registrar. (3) If default is made in complying with the requirements of sub-sections (1)and (2), the company, and every officer of the co. who is in default, shall be liable to the like punishment as is provided by Section 162 for a default in complying with the provisions offorsections 159, 160 or 161. your feedback:gauravdhamija10@gmail.com 2 NEED FOR FILING FORM 20B with roc Section 159 of Companies Act, provides (1) Every company having share capital shall, within 60 days from the date of AGM (u/s 166) , prepare and file with the Registrar a return containing the particulars specified in Part I of Schedule V, as they stood on that day, regarding(a) its registered office, (b) the register of its members, (c) the register of its debenture holders, (d) its shares and debentures, (e) its indebtedness, (f) its members and debenture holders, past and present, and (g) its directors, managing directors ,managers and secretaries, past and present: (2) The said return shall be in the form set out in Part II of Schedule V or as near thereto as circumstances admit and where the return is filed even though the AGM has not been held on or before the latest day by which it should have been held in accordance with the provisions of this Act, company shall file with the return a statement specifying the return, a statement specifying the reasons for not holding the AGM. for your feedback:gauravdhamija10@gmail.com 3 As a part of Annual e-Filing, Companies incorporated under the Companies Act, 1956 are required to e-file the following documents with the Registrar of Companies (ROC): All of these forms are available for download at website: www.mca.gov.in Sr. No. Document 1 Balance-Sheet 2 Profit & Loss Account 3 Annual Return 4 Compliance Certificate E-Form Form 23AC to be filed by all Companies Form 23ACA to be filed by all Companies Form 20B to be filed by Companies having share capital Form 66 to be filed by Companies having paid up capital of Rs.10 lakh to Rs. 5 for your feedback:crore gauravdhamija10@gmail.com 4 PROCEDURE for your feedback:gauravdhamija10@gmail.com 5 BASIC GUIDELINES FOR FILING THE FORMS GENERAL Apply for DIN from the MCA Portal in case you don’t have DIN. Obtain Digital Signature Certificate (DSC) from any Certifying Authority & register it on MCA portal. Check the Master Data of the Company on the MCA portal, in case of any error, get it corrected from the respective ROC office. Ensure that DIN-3 of the Authorized Signatory/ies has been filed (in respect to the Authorized Signatory/ies appointed prior to 1 st July 2007). Download and file only the latest version of the e-Form from the MCA portal. In case any field is not applicable, zero may be entered. SPECIFIC 23 AC: The information to be provided in the e-Form should be as on the date of the balance sheet. 23ACA: The information to be provided in the e-Form should pertain to the financial year. 20B: The information to be provided in the e-Form should be up to the date of AGM. In case AGM is not held or AGM is held after the due date of AGM including extension of time granted if any, then the information is to be provided up to the due date of AGM or due date of AGM after extension, as the case maybe. for your feedback:gauravdhamija10@gmail.com 6 Form for filing balance sheet and other documents with the Registrar for your feedback:gauravdhamija10@gmail.com 7 STEPS FOR FILLING THE FORM 23AC 1 (a) Enter the Corporate Identity Number (CIN) of the company. 2 (a) Click the “Pre-fill” button. (b) The system will automatically display the name, registered office address and the authorised capital of the company. 3 (a) Enter the date of balance sheet. For e.g. for FY 2009-10 the corresponding date would be “31/03/2010” (b) Enter the date of Board of Directors' meeting in which balance sheet was approved. This shall not be less than the date of balance sheet. It is the date on which the auditors have signed the final accounts of the co. (c) Enter the details of director(s), Managing Director, manager and secretary of the company who have signed the balance sheet. (This point is applicable only if the date of balance sheet is on or after 01.07.2007) Enter DIN/ PAN of director(s) then, for of yourbalance feedback:- sheet, which is same as Enter date of signing gauravdhamija10@gmail.com entered in pt. 3(b) above and then, 8 click on “pre-fill” button The person (whose DIN or PAN is entered) should be associated with the company as on the balance sheet signing date, otherwise “Invalid” DIN would be displayed. Then co. would have to ensure that Form DIN-3 (Application form for DIN) or Form 32 (Appointment of a Director), has been filed in respect of that person. 4 (a) Enter the date of Board of directors' meeting which is same as entered in pt. 3(b) above (b) same as 3(c) 5 (a) Select whether the attached Balance sheet has been & audited by the auditors, if yes, enter the date of signing of (b) reports by the auditors. 6 (a) Enter the AGM date/ AGM due date/ AGM extension date, if any/ AGM Date in which accounts are adopted by shareholders.[ Refer Sec.166(AGM) given in notes at end] 7 Enter SRN of Form 66 filed by the company. This is required to be entered in caseforthe paid up capital entered in the form your feedback:gauravdhamija10@gmail.com is 10 lakhs or above but below 5 crores. 9 8 & 9 Select whether the co. is / has a subsidiary co. as defined u/s 4 , if Yes, enter CIN and name of the holding co. 10 Enter the number of auditor(s) of the company Enter name, PAN, Membership no. of auditor or auditor’s firm, and address of auditor(s) of the company. Enter the SRN of Form 23B ( Information by auditor to registrar) .If no information is available enter “Z99999999”. 11 In case of government company, select whether the CAG has commented upon or supplemented the audit report under section 619(4) of the Companies Act, 1956. 12 Select whether Schedule VI of Companies Act is applicable, if Yes, fill part B. I. Enter the particulars of Balance Sheet of current & previous FY. (In case the co. is filing its first balance sheet, then zero is to be entered in figures for the previous financial year). II. Financial Parameters – Balance Sheet items (in Rs.) as on balance sheet date. III. Details of share capital raised during the current FY. for your feedback:gauravdhamija10@gmail.com 10 IV. Details of qualification(s), reservation(s) or adverse remark(s) made by auditors, if any. ATTACHMENTS :- Attach the relevant documents prescribed in the form ( For details refer Notes given at the end) VERIFICATION :- Enter the serial number and date of board resolution authorising the signatory to sign and submit the e-Form DIGITAL The e-Form should be digitally signed SIGNATURES:- by the managing director, director, manager or secretary of the company duly authorized by the board of directors. Fill the signatory details i.e. designation and DIN / Membership No./PAN of as the case may be. CERTIFICATION :- The e-Form should be certified by a chartered accountant or cost accountant or company secretary (in whole-time practice) by digitally signing the e-Form &forselect whether he/she is associate or your feedback:11 gauravdhamija10@gmail.com fellow member. Form for filing Profit & Loss Account and other documents with the Registrar for your feedback:gauravdhamija10@gmail.com 12 STEPS FOR FILLING THE FORM 23ACa 1 (a) Enter the Corporate Identity Number (CIN) of the company. 2 (a) Click the “Pre-fill” button. (b) The system will automatically display the name, address & authorised capital or no. of members of the co. as the case may be. 3 (a) Enter the period of profit and loss account. End date shall be same as date of balance sheet entered in Form 23AC. (b) Select whether the attached annual accounts is audited by the & auditors. Form shall not be allowed to be filed in case the (c) annual accounts are not audited. If Yes, enter the date of signing of report on the annual accounts by the auditors. 4 Select whether Schedule VI of Companies Act,1956 is applicable or not. for your feedback:gauravdhamija10@gmail.com 13 I. Enter details of performance of the company i.e. all details of Profit &Loss A/c , ( It is not required, if Schedule VI is not applicable to the co.) II. Financial Parameters: Some other items of P&L are to be entered here. All the required figures should be as per the latest Profit and Loss account of the co., attached with the e-Form. 1-8 III. Give the turnover details of 3 principal products or services of the co. IV Here , enter the details regarding whether the auditor’s report has been qualified or not. ATTACHMENTS :- Attach the relevant documents prescribed in the form ( For details refer Notes given at the end) Rest all Verification, Digital Signatures ,Certification is same for your feedback:as in Form 23AC. gauravdhamija10@gmail.com 14 Form for filing annual return by a company having a share capital with the Registrar for your feedback:gauravdhamija10@gmail.com 15 STEPS FOR FILLING THE FORM 20B 1 (a) Enter the Corporate Identity Number (CIN) of the company. 2 (a), (b), (c) & (e) Click the “Pre-fill” button. Now, the name, Email- ID and the authorised capital of the co. will be displayed automatically. Enter the address of registered office of the company 3 Enter the stock exchange code, in case shares of the company are listed on a recognised stock exchange. (a) 4 Enter the FY end date to which AGM relates 5 Enter the AGM date/ AGM due date/ AGM extension date, if any/ AGM Date in which accounts are adopted by shareholders (same as pt 6 of Form 23AC) I. 6-10 Capital structure of the Company Enter details for the authorised, issued, subscribed and paid up share capital in terms of its nominal value per share, number and amount & debenture break up of the company as your feedback:per schedule V. [Atleastforone type of share capital (Equity/ Preference) 16 gauravdhamija10@gmail.com should be greater than zero.] II. Enter the details of indebtedness of the co. on date of AGM i.e. Secured loans including interest outstanding and accrued, but not due for payment III. This point deals with Equity share break-up (% of total equity) Here we enter the % of shares of the co. held by different entities as per Schedule V attached. IV. Details of director(s), Managing Director, manager and secretary as on the date of AGM or latest due date thereof 12 Enter the no. of director(s), Managing Director, manager and secretary. (This point is applicable only if the date of balance sheet is on or after 01.07.2007) Give details of atleast 2 directors in case of private co. , 3 directors in case of public co. and 5 directors in case of producer co. (part IXA) { Maximum limit is 20} Enter the DIN/ PAN and click “pre-fill” . This will display name, designation and date of appointment of directors. Directors’ association with the co. on AGM date should be validated as done in Form 23AC for your feedback:gauravdhamija10@gmail.com 17 Enter no. of Equity shares held by the person in co. % would be displayed. Also select whether that person has signed annual return, if Yes, mention date of signing V. 13 14 Details of director(s), MD, manager and secretary who ceased to be associated with the co. since the date of last AGM Enter the requisite no. [ Maximum limit is 8 persons] Enter the DIN/ PAN and click “pre-fill”. Name will be displayed in case of DIN. Now enter the Designation, Appointment date ( which should not be greater than AGM date) & Date of Cessation( which should not be greater than AGM date and less than date of appointment) Give details (name, certificate of practice no., whether member is associate or fellow) of secretary in whole time practice who is certifying the annual return. (Applicable only in case of listed companies) for your feedback:gauravdhamija10@gmail.com 18 15 Select (Yes/No) whether complete list of shareholders, debenture holders has been attached. ‘NO option’ cannot be selected in case • the company is a private co. • where the no. of shareholders is less than or equal to 1000. Where there are large no. of shareholders/debenture holders, & for other cases, 'YES' should be selected and the complete list should be attached to this form only. ATTACHMENTS :- Attach the relevant documents prescribed in the form ( For details refer Notes given at the end) Rest all Verification, Digital Signatures ,Certification is same as in Form 23AC & 23ACA. for your feedback:gauravdhamija10@gmail.com 19 ONCE FORMS HAVE BEEN FILLED,do consider Click the Check Form button for form level validation, for ex to check whether all the mandatory fields have been filled or not. (If an error is displayed, rectify the error and click the “Check Form” button again ) When check form is done. By clicking Modify button, we can make changes in the filled e-Form. The digital signatures, already attached, shall be removed. After the e-Form has been filled, click Prescrutiny to prescrutinise the eForm. If the e-Form is not pre-scrutinised, it shall be rejected when we attempt to upload the e-Form. Attach the digital signature on the e-Form in the signature field. Once the e-Form is filled, signed & prescrutinised , it is ready for uploading on the MCA21 portal through the ‘Annual Filing Corner’ link . Login to the MCA21 portal with your user ID and password for uploading the e-Form. If you want to remove or delete any attachment, select the attachment to be removed and click the “Remove attachment” button. This e-Form shall be taken on record through electronic mode without any processing at the office of Registrar of Companies. There is no provision for resubmission of this e-Form If the file size of Form 23AC exceeds 2.5MB due to large size of attachments, use Additional Attachment Sheet at the time of uploading of e-Form.Download the ‘Additional Attachment Sheet’ from ‘Annual Filing Corner’ link on the for your feedback:homepage of MCA portal. gauravdhamija10@gmail.com 20 Payment for filing NORMAL ROC FILING FEES Every company having nominal Share Capital Less than Rs. 100000 Rs. 25,00,000 or more Rs. 1,00,000 or more but less than Rs. 5,00,000 Rs. 5,00,000 or more but less than Rs. 25,00,000 Rs. 100 Rs. 500 Rs. 200 Rs. 300 for your feedback:gauravdhamija10@gmail.com 21 ADDITIONAL FEES TO BE LEVIED FOR DELAY IN FILING FORMS [As per Circular No. 2/7/2010-CL.V dated {Applicable w.e.f 05/12/2010} Period of delay 22/11/2010] Fixed rate of additional fee Upto 30 days 2 X Normal fee More than 30 days & upto 60 days 4 X Normal Fee More than 60 days upto 90 days 6 X Normal fee More than 90 days for your feedback:gauravdhamija10@gmail.com 9 X Normal fee 22 PAYMENT ACKNOWLEDGEMENT for your feedback:gauravdhamija10@gmail.com 23 PENALTY FOR NON-COMPLIANCE WITH SECTIONS 159,160 or 161 Non filing of Balance sheet or Annual Return is continuing offence as provided in Section 162 of Companies Act (Penalty and interpretation). Any complaint received from person or Registrar of Companies can suo moto prosecute the company for not filing the returns. It provides that (1) If a company fails to comply with any of the provisions contained in section 159, 160 or 161, the company, and every officer of the company who is in default, shall be punishable with fine which may extend to Rs. 500 for every day during which the default continues. (2) For the purposes of this section and section 159, 160 and 161, the expressions "officer" and "director" shall include any person in accordance with whose directions or instructions the Board of directors of the company is accustomed to act. This penalty is applicable to Section 220 & its sub-sections as well. for your feedback:gauravdhamija10@gmail.com 24 IMPORTANT NOTES : 1. ATTACHMENTS; Documents to be attached with Form 2OB are Schedule V of Companies Act. It consists of 1. Duly signed annual return 2. List of Directors 3. List of shareholders 4. List of transfers takes place during the year Documents to be attached with Form 23AC & Form 23ACA are: 1. Notice of AGM 2. Directors’ Report 3. Auditors’ Report 4. Balance Sheet 5. Profit & Loss with all Schedules & Notes to Accounts Convert the soft copy of the Balance Sheet/ P & L into PDF format and attach with the e-Form. In the soft copy, before converting it into PDF format, write name, designation and date of signing of Balance Sheet / P & L and other documents by the auditor(s) and of directors/ officers of the company in the same manner as signed and authenticated the original P & L / Balance Sheet and other documents and also write Sd/- above such name, designation and date. for your feedback:gauravdhamija10@gmail.com 25 2. SECTION 166 - Annual General Meeting (1) Every company shall in each year hold in addition to any other meetings a general meeting as its annual general meeting and not more than fifteen months shall elapse between the date of one annual general meeting of a Co. and that of the next: Provided that a company may hold its first annual general meeting within a period of not more than eighteen months from the date of its incorporation; Provided further that the Registrar may, for any special reason, extend the time within which any AGM (not being the first AGM) shall be held, by a period not exceeding three months. 3. 4. SCHEDULE V - Contents and Form of Annual Return of a company having share capital It consists of details of each class of shares and debentures, Particulars of indebtedness of the co. List containing names and addresses of all present and past members stating the no. of shares or debentures held by each of the existing members. Particulars specifying name, nationality, date of birth, date of appointment, Election Commission's Identity Card No., if issued, and residential address with respect to the persons who at the date of the co.'s last annual general meeting are the directors of the co. including those who had ceased to hold such office that is the office of director, on or before the date of the last annual general meeting. FORM 66 - Pursuant to section 383A of the Companies Act, 1956,and rule 3(2) of the Companies (Compliance Certificate) Rules, 2001] It is filed to submit the Compliance Certificate which is obtained from the company secretary. for your feedback:But it is required only if the paid up capital of the co. is Rs. 10 lakhs or more but doesn't 26 gauravdhamija10@gmail.com exceed Rs. 5 crores.