Annual Return Filing of a Company

An Annual General Meeting is mandatory to be conducted by the Companies at the end of each financial year. Along with it the filing of an annual return with the Ministry of Corporate Affairs is essential for maintaining the compliances. According to the Companies Act, it is stated that the newly registered Companies,(within 18 months of incorporation should conduct an Annual General Meeting. Also in addition to that, another Annual General Meeting must be organized within 6 months from the completion of that financial year.

The Annual Return Consist of the following documents;

  • The Balance Sheet of the Company
  • Profit & Loss Account
  • Compliance Certificate
  • Registered Office Address
  • Register of Member
  • Shares and Debentures details
  • Information regarding the Management of the Company.

In addition to the above documents an annual return also publishes;

  • The shareholding structure of the Company
  • Changes in Directorship(if any)
  • Details of transfers of securities.(if any)

The Forms required for Annual Filing with RoC(Registrar of Company)

Documents E-Forms Required to be Filed Due Date of Submission
Balance Sheet Form 23AC to be filed by all companies 30 days from the date of AGM
Profit & Loss Account Form 23ACA by all companies 30 days from the date of AGM
Annual Return Form 20B to be filed only by companies having share capital. 60 days from the date of AGM
Annual Return Form 21A by companies without share capital 60 days from the date of AGM
Compliance Certificate Form 66 needed to be filed by the companies which has paid-up capital of Rs. 10lakh to Rs. 5 Crore 30 days from the date of AGM

Annual Filing with RoC for a Private limited Company

The Corporate doing business in India needs to file certain documents with the government authorities, these are according to the Companies Act, 2013.

The requirements for Annual Filing for Private Limited Company are as follow;

According to Section 159, of Companies Act 1956, every company having a share capital shall file an annual return with the Registrar of Companies within 60 days from the date of each Annual General Meeting. This is filed under e-form 20B.

And according to Section 160, of the Companies Act 1956, every company that doesn't have a share capital should prepare and file with the Registrar a return under e-Form 21A which includes:

  • Address of Company's member.
  • Name of member along with their joining dates.
  • Details of directors.
  • A document listing total amount of indebtedness of the company.

The documents needs to be e-filed with the RoC are as follows;

  • Balance Sheet: Form 23 AC
  • Profit & Loss Account: Form 23 ACA
  • Annual Return: Form 20B (filed by companies having shared capital)
  • Annual return: Form 21 A (filed by companies without share)
  • Compliance Certificate: Form 66 (filed by companies having paid up capital of Rs. 10 lakh to Rs. 5 crore)

The Filing can be done in Three ways:

  • The representative of the Company can themselves upload e-Forms from the MCA21 portal through Annual Filing process, this can be done from anywhere and it is the most convenient way for e-filing.
  • The Company representative can take help of the Certified Filing Centers(CFCs) for the Annual filing of e-Forms, they need to pay the CFCs official for the same.
  • A bit lengthy process is where the company representative prepares the e-Form by following the guidelines and then copies them in a CD and drops by the nearest temporary Facilitation Offices for the acceptance of the Annual Filing e-Forms. The TFO staff helps to upload the form and generates the Challan. Thereafter the CDs are collected, and uploaded into the system from where the Company can download the Challan after two working days of submission.

What does Annual Return contain?

The Annual Return consist details about the following elements of a Company;

  • Registered office
  • Register of Company Members
  • Registration of debenture holders
  • Company shares and debentures
  • Company's indebtedness
  • Company's members and debenture holders (past and present)
  • Its directors, managing directors ( managers, secretary) past, present

What does an Annual Filing reflect?

Annual filing reflects important details about the company and revises its structure. The capital structure of the company on master data, if there is any changes in directorship and also the transfer of securities till the date of AGM.

Who should be the Signatories?

Both the Directors and the Manager/Company Secretary needs to sign the Annual Return.


An additional amount of fee is required to be paid by the company if it fails to file the Annual Return with RoC before the deadline i.e. 60 days prior to the Annual general Meeting. Penalty are as follows;

  • General Fee is Rs. 300/-
  • Upto 30 days is Rs. 600/-(two times of general)
  • Upto 60 days is Rs. 1200/- (four times)
  • Upto 90 days is Rs. 1800/- ( six times)
  • More than 90 days will be Rs. 2700/- (nine times)

There are certain consequences if the Annual Return is not filed with RoC, in such a situation the Company and every officer of the company involved needs to pay a fine of about Rs. 500/- each day till the time the default continues.

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