Regulation 34, 53, 71 of LODR
(1) Every shall prepare a return (hereinafter referred to as the annual return) in the containing the particulars as they stood on the close of the regarding—
(a) its registered office, principal business activities, particulars of its holding, and associate companies;
(b) its , and other and shareholding pattern;
(d) its and debenture-holders along with changes therein since the close of the previous financial year;
(e) its , , along with changes therein since the close of the previous financial year;
(f) meetings of members or a class thereof, Board and its various committees along with attendance details;
(h) penalty or punishment imposed on the company, its directors or and details of compounding of offences and appeals made against such penalty or punishment;
(i) matters relating to certification of compliances, disclosures ;
(j) details, , in respect of shares held by or on behalf of the Foreign Institutional Investors and
(k) such other matters , and signed by a director and the , or where there is no company secretary, by a :
in relation to , and (if such private company is a start-up), the annual return shall be signed by the company secretary, or where there is no company secretary, by the director of the company.
Provided that in relation to One Person Company and small company , the annual return shall be signed by the company secretary, or where there is no company secretary, by the director of the company.
the Central Government may prescribe abridged form of annual return for “One Person Company, small company and such other class or classes of companies as may be prescribed”.
(2) The annual return, filed by a or, by a company having such paid-up capital and , shall be certified by a company secretary in practice in the prescribed form, stating that the annual return discloses the facts correctly and adequately and that the company has complied with all the provisions of this Act.
An extract of the annual return in such form shall form part of the Board’s report.
(4) Every company shall file with the a copy of the annual return, within from the date on which the annual general meeting is held or where no annual general meeting is held in any year within sixty days from the date on which the annual general meeting should have been held together with the statement specifying the reasons for not holding the annual general meeting, with ,
If any company fails to file its annual return under sub-section (4), before the expiry of the period specified therein, such company and its every officer who is in default shall be liable to a penalty of fifty thousand rupees and in case of continuing failure, with a further penalty of one hundred rupees for each day during which such failure continues, subject to a maximum of five lakh rupees.
(5) If a company fails to file its annual return under sub-section (4), before the expiry of the period specified under section 403 with additional fee, the company shall be punishable with fine which shall not be less than fifty thousand rupees but which may extend to five lakhs rupees and every officer of the company who is in default shall be punishable with imprisonment for a term which may extend to six months or with fine which shall not be less than fifty thousand rupees but which may extend to five lakh rupees, or with both.
(6) If a company secretary in practice certifies the annual return otherwise than in conformity with the requirements of this section or the rules made thereunder, he shall be punishable with fine which shall not be less than fifty thousand rupees but which may extend to five lakh rupees.
Provided that on an application made by a company or body corporate, which is a holding company or a subsidiary or associate company of a company incorporated outside India and is required to follow a different financial year for consolidation of its accounts outside India, the Tribunal may, if it is satisfied, allow any period as its financial year, whether or not that period is a year:
Provided further that a company or body corporate, existing on the commencement of this Act, shall, within a period of two years from such commencement, align its financial year as per the provisions of this clause
Provided also that in case of a Specified IFSC public company, which is a subsidiary of a foreign company, the financial year of the subsidiary may be same as the financial year of its holding company and approval of the Tribunal shall not be required.
Provided also that in case of a Specified IFSC private company, which is a subsidiary of a foreign company, the financial year of the subsidiary may be same as the financial year of its holding company and approval of the Tribunal shall not be required.
(i) controls the composition of the Board of Directors; or
(ii) exercises or controls more than one-half of the total voting power either at its own or together with one or more of its subsidiary companies:
Provided that such class or classes of holding companies as may be prescribed shall not have layers of subsidiaries beyond such numbers as may be prescribed.
Explanation.—For the purposes of this clause,—
(a) a company shall be deemed to be a subsidiary company of the holding company even if the control referred to in sub-clause (i) or sub-clause (ii) is of another subsidiary company of the holding company;
(b) the composition of a company’s Board of Directors shall be deemed to be controlled by another company if that other company by exercise of some power exercisable by it at its discretion can appoint or remove all or a majority of the directors;
(c) the expression “company” includes any body corporate;
(d) “layer” in relation to a holding company means its subsidiary or subsidiaries.
Provided that— (a) the instruments referred to in Chapter III-D of the Reserve Bank of India Act, 1934; and
(b) such other instrument, as may be prescribed by the Central Government in consultation with Reserve Bank of India, issued by a company,
shall not be treated as debenture;
(i) the subscriber to the memorandum of the company who shall be deemed to have agreed to become member of the company, and on its registration, shall be entered as member in its register of members;
(ii) every other person who agrees in writing to become a member of the company and whose name is entered in the register of members of the company;
(iii) every person holding shares of the company and whose name is entered as a beneficial owner in the records of a depository
(a) who has been named as such in a prospectus or is identified by the company in the annual return referred to in section 92; or
(b) who has control over the affairs of the company, directly or indirectly whether as a shareholder, director or otherwise; or
(c) in accordance with whose advice, directions or instructions the Board of Directors of the company is accustomed to act:
Provided that nothing in sub-clause (c) shall apply to a person who is acting merely in a professional capacity
(i) the Chief Executive Officer or the managing director or the manager;
(ii) the company secretary;
(iii) the whole-time director;
(iv) the Chief Financial Officer;
(v) such other officer, not more than one level below the directors who is in whole-time employment, designated as key managerial personnel by the Board; and
(vi) such other officer as may be prescribed;
(The exceptions, modifications and adaptations provided above shall be applicable only to those Private Companies which has not committed a default in filing its financial statements under section 137 of the said act or annual return under section 92 of the said act with the registrar)
Inserted vide notification dated 13th June, 2017. To view the notification,Click Here
(The exceptions, modifications and adaptations provided above shall be applicable only to those Private Companies which has not committed a default in filing its financial statements under section 137 of the said act or annual return under section 92 of the said act with the registrar)
To view the notification,Click Here
(i) paid-up share capital of which does not exceed fifty lakh rupees or such higher amount as may be prescribed which shall not be more than ten crore rupees and
(ii) turnover of which as per profit and loss account for the immediately preceding financial year does not exceed two crore rupees or such higher amount as may be prescribed which shall not be more than one hundred crore rupees:
Provided that nothing in this clause shall apply to—
(A) a holding company or a subsidiary company;
(B) a company registered under section 8; or
(C) a company or body corporate governed by any special Act;
(i) restricts the right to transfer its shares;
(ii) except in case of One Person Company, limits the number of its members to two hundred:
Provided that where two or more persons hold one or more shares in a company jointly, they shall, for the purposes of this clause, be treated as a single member:
Provided further that—
(A) persons who are in the employment of the company; and
(B) persons who, having been formerly in the employment of the company, were members of the company while in that employment and have continued to be members after the employment ceased, shall not be included in the number of members; and
(iii) prohibits any invitation to the public to subscribe for any securities of the company
- Notified vide MCA notification dated 28.08.2020 w.e.f. 28.08.2020. To view the commencement notification, Click Here
- Substituted vide Companies (Amendment) Act, 2017 dated 03.01.2018, but not notified. To view the notification,Click Here
Refer General Circular No. 01/2022- Relaxation in levy of additional fees in filing of e-forms AOC-4, AOC-4 (CFS), AOC-4 XBRL and Non-XBRL and MGT 7 and 7A for year ended 31.03.2021 dated 14.02.2022. To view the circular, Click Here
Refer General Circular No. 22/2021- Relaxation in levy of additional fees in filing of e-forms AOC-4, AOC-4 (CFS), AOC-4 XBRL and Non-XBRL and MGT 7 and 7A for year ended 31.03.2021 dated 29.12.2021. To view the circular, Click Here
Refer General Circular No. 17/2021- Relaxation in levy of additional fees in filing of e-forms AOC-4, AOC-4 (CFS), AOC-4 XBRL and Non-XBRL and MGT 7 and 7A for year ended 31.03.2021 dated 29.10.2021. To view the circular, Click Here
MCA has extended the last date to file Form AOC-4, AOC (CFS) AOC-4 XBRL upto 30.11.2019 and Form MGT-7 upto 31.12.2019 for the Financial Year ended 31.03.2019 vide its Circular dated 29.10.2019. To view the Circular. Click Here.
Extension of due date to file Form AOC-4, AOC (CFS) AOC-4 XBRL and e- Form MGT-7 for FY ended 31.03.2018 upto 31.12.2018 vide General Circular dated 29.10.2018. To view the Circular, Click Here
MCA vide General Circular 15/2015, 12/2016 and [14/2016 (for the State of J &K )] Relaxed the additional fees and granted extension of last date of fliling of AOC-4, AOC-4 XBRL and MGT-7 E-Forms under the Companies Act, 2013. To view the clarification, Click Here
To view the notification of Companies Amendment Act,2017 Click Here
To view the notification of Companies Amendment Act,2017 Click Here
24.1.12- Companies (Registration Offices and Fees) Rules, 2014
12. Fees:-
(1) The documents required to be submitted, filed, registered or recorded or any fact or information required or authorised to be registered under the Act shall be submitted, filed, registered or recorded on payment of the fee or on payment of such additional fees as applicable, as mentioned in Table annexed to these rules.
(2) For the purpose of filing the documents or applications for which no e-form is prescribed under the various rules prescribed under the Act,the document or application shall be filed through or along with fees as applicable and in case a single form is prescribed for multiple purpose, the fee shall be paid for each of the purposes contained in the single form.
(3) For the purpose of filing information to sub-clause(60) of section 2 of the Act, such information shall be filled in along with fee as applicable.
Annexure
Table of Fees (pursuant to rule 12 of the Companies (Registration of Offices and Fees) Rules, 2014)
I. Fee for filings etc. under section 403 of the Companies Act, 2013
Table of fees for the documents required to be submitted, filed, registered or recorded or for any fact or information required or authorized to be registered under the Act, shall be submitted filed, registered or recorded within the time specified in the relevant provision on payment of fee as prescribed hereunder :-
| (I) In respect of a company having a share capital : | Other than OPCs and Small Companies (in rupees) | OPC and Small Companies (in rupees) |
| 1. (a) For registration of OPC and small companies whose nominal share capital is less than or equal to Rs.10,00,000. | -- | -- |
| (b) For registration of OPC and small companies whose nominal share capital exceed Rs. 10,00,000, , the fee of Rs. 2000 with the following additional fees regulated according to the amount of nominal capital: For every Rs.10,000 of nominal share capital or part of Rs.10,000 after the first Rs.10,00,000 and up to Rs. 50,00,000. | -- | 200 |
| 2. (a) For registration of a company (other than OPC and small companies) whose nominal share capital is less than or equal to Rs. 10,00,000 at the time of incorporation. | -- | -- |
| (b) For registration of a company (other than OPC and small companies) whose nominal share capital exceed Rs. 10,00,000, the fee of Rs.36,000 with the following additional fees regulated according to the amount of nominal capital : | -- | -- |
| (i) for every Rs. 10,000 of nominal share capital or part of Rs 10,000 after the first Rs. 10,00,000 upto Rs. 50,00,000. | 300 | -- |
| (ii) for every Rs. 10,000 of nominal share capital or part of Rs. 10,000 after the first Rs. 50,00,000 upto Rs. one crore. | 100 | -- |
| iii) for every Rs. 10,000 of nominal share capital or part of Rs. 10,000 after the first Rs. 1 crore. | 75 | -- |
| Provided further that where the additional fees, regulated according to the amount of the nominal capital of a company, exceed a sum of rupees two crore and fifty lakh, the total amount of additional fees payable for the registration of such company shall not, in any case, exceed rupees two crore and fifty lakhs. | ||
| 3. For filing a notice of any increase in the nominal share capital of a company, the difference between the fees payable on the increased share capital on the date of filing the notice for the registration of a company and the fees payable on existing authorized capital, at the rates prevailing on the date of filing the notice: | ||
| (a) For OPC and small companies whose nominal share capital does not exceed Rs. 10,00,000. | -- | 2000 |
| (b) For OPC and small companies, for every Rs. 10,000 of nominal share capital or part of Rs. 10,000 after the first Rs. 10,00,000 and upto Rs. 50,00,000. | -- | 200 |
| Other than OPC and small companies (c) For increase in nominal capital of a company whose nominal share capital does not exceed Rs. 1,00,000. | 5000 | -- |
| (d) For increase in nominal capital of a company whose nominal share capital exceed Rs. 1,00,000, the above fee of Rs. 5,000 with the following additional fees regulated according to the amount of nominal capital : | ||
| (i) for every Rs. 10,000 of nominal share capital or part of Rs. 10,000 after the first Rs. 1,00,000 upto Rs. 5,00,000. | 400 | -- |
| (ii) for every Rs. 10,000 of nominal share capital or part of Rs 10,000 after the first Rs. 5,00,000 upto Rs. 50,00,000. | 300 | -- |
| (iii) for every Rs. 10,000 of nominal share capital or part of Rs. 10,000 after the first Rs. 50,00,000 upto Rs. one crore. | 100 | -- |
| (iv) for every Rs. 10,000 of nominal share capital or part of Rs. 10,000 after the first Rs. 1 crore. | 75 | -- |
| Provided further that where the additional fees, regulated according to the amount of the nominal capital of a company, exceed a sum of rupees two crore and fifty lakh, the total amount of additional fees payable for the registration of such company shall not, in any case, exceed rupees two crore and fifty lakhs. | ||
| 4. For registration of any existing company, except such companies as are by this Act exempted from payment of fees in respect of registration under this Act, the same fee is charged for registering a new company. | ||
| 5. For submitting, filing, registering or recording any document by this Act required or authorised to be submitted, filed, registered or recorded: | ||
| (a) in respect of a company having a nominal share capital of less than Rs. 1,00,000. | 200 | |
| (b) in respect of a company having a nominal share capital of Rs. 1,00,000 or more but less than Rs.5,00,000. | 300 | |
| (c) in respect of a company having a nominal share capital of Rs. 5,00,000 or more but less than Rs.25,00,000. | 400 | |
| (d) in respect of a company having a nominal share capital of Rs. 25,00,000 or more but less than Rs. 1 crore or more. | 500 | |
| (e) in respect of a company having a nominal share capital of Rs. 1 crore or more. Provided that in case of companies to be incorporated with effect from 26.01.2018 with a nominal capital which does not exceed rupees ten lakhs fee shall not be payable. | 600 | |
| 6. For making a record of or registering any fact by this Act required or authorised to be recorded or registered by the Registrar: | ||
| (a) in respect of a company having a nominal share capital of less than Rs. 1,00,000. | 200 | |
| (b) in respect of a company having a nominal share capital of Rs. 1,00,000 or more but less than Rs.5,00,000. | 300 | |
| (c) in respect of a company having a nominal share capital of Rs. 5,00,000 or more but less than Rs.25,00,000. | 400 | |
| (d) in respect of a company having a nominal share capital of Rs. 25,00,000 or more but less than Rs. 1 crore or more. | 500 | |
| (e) in respect of a company having a nominal share capital of Rs. 1 crore or more. | 600 | |
| (II) In respect of a company not having a share capital : | ||
| 7. For registration of a company whose number of members as stated in the articles of association, does not exceed 20. | -- | |
| 8. For registration of a company whose number of members as stated in the articles of association, exceeds 20 but does not exceed 200. | 5000 | |
| 9. For registration of a company whose number of members as stated in the articles of association, exceeds 200 but is not stated to be unlimited, the above fee of Rs.5,000 with an additional Rs. 10 for every member after first 200. | ||
| 10. For registration of a company in which the number of members is stated in the articles of association to be unlimited. | 10000 | |
| 11. For registration of any increase in the number of members made after the registration of the company, the same fees as would have been payable in respect of such increase, if such increase had been stated in the articles of association at the time of registration : Provided that no company shall be liable to pay on the whole a greater fee than Rs. 10,000 in respect of its number of members, taking into account the fee paid on the first registration of the company. | ||
| 12. For registration of any existing company except such companies as are by this Act exempted from payment of fees in respect of registration under this Act, the same fee as is charged for registering a new company. | ||
| 13. For filing or registering any document by this Act required or authorized to be filed or registered with the Registrar. Provided that in case of companies to be incorporated with effect from 26.01.2018 whose number of members as stated in the articles of association, does not exceed 20, fee shall not be payable. | 200 | |
| 14. For making a record of or registering any fact by this Act required or authorised to be recorded or registered by the Registrar.] | 200 |
| ---- | ||
| ---- | ||
| --- | ||
(a) for every Rs. 10,000 of nominal share capital or part of Rs. 10,000 after the first Rs. 1,00,000 upto Rs. 5,00,000 | --- | |
| --- | ||
| --- | ||
Provided that where the additional fees, regulated according to the amount of the nominal capital of a company, exceeds a sum of rupees two crore and fifty lakh, the total amount of additional fees payable for the registration of such company shall not, in any case, exceed rupees two crore and fifty lakhs. | --- | |
(a) in respect of a company having a nominal share capital of up to 1,00,000. | --- | |
| --- | ||
Rs. 5,00,000 or more but less than Rs. 25,00,000 | --- | |
| --- | ||
| --- | ||
(a) in respect of a company having a nominal share capital of up to 1,00,000. | --- | |
| --- | ||
| --- | ||
| --- | ||
| --- | ||
9.For registration of a company whose number of members as stated in the articles of association, exceeds 200 but is not stated to be unlimited, the above fee of Rs.5,000 with an additional Rs. 10 for every member after first 200. | ||
11. For registration of any increase in the number of members made after the registration of the company, the same fees as would have been payable in respect of such increase, if such increase had been stated in the articles of association at the time of registration Provided that no company shall be liable to pay on the whole a greater fee than Rs. 10,000 in respect of its number of members, taking into account the fee paid on the first registration of the company. 12. For registration of any existing company except such companies as are by this Act exempted from payment of fees in respect of registration under this Act, the same fee as is charged for registering a new company. | ||
The above table prescribed for small companies (as defined under section 2(85) of the Act) and one person companies defined under Rule related to Chapter II read with section 2(62) of the Act shall be applicable provided the said company shall remain as said class of company for a period not less than one year from its incorporation.
(1) The above table prescribed for small companies (as defined under section 2(85) of the Act) and one person companies defined under Rule related to Chapter II r/w 2(62) of the Act shall be applicable provided the said company shall remain as said class of company for a period not less than one year from its incorporation.
The above table of fee shall be applicable for any such intimation to be furnished to the Registrar or any other officer or authority under section 159 of the Act, filing of notice of appointment of auditors or Secretarial Auditor or Cost Auditor.
(2) The above table of fee shall be applicable for any such intimation to be furnished to the Registrar or any other officer or authority under section 159 of the Act, filing of notice of appointment of auditors or Secretarial Auditor or Cost Auditor.
The above table of fee and calculation of fee as applicable for increase in authorised capital shall be applicable for revised capital in accordance with sub-section (11) of 233 of the Act, (after setting off fee paid by the transferor company on its authorised capital prior to its merger or amalgamation with the transferee company).
(3) The above table of fee and calculation of fee as applicable for increase in authorised capital shall be applicable for revised capital in accordance with sub-section (11) of 233 of the Act, (after setting off fee paid by the transferor company on its authorised capital prior to its merger or amalgamation with the transferee company).
The above table of fee shall be applicable for filing revised financial statement or board report under section 130 and 131 of the Act.
(4) The above table of fee shall be applicable for filing revised financial statement or board report under section 130 and 131 of the Act.
Following Table of additional fee and higher additional fee (in certain cases) shall be applicable for delay in filing of forms other than for increase in Nominal share capital or forms under section 92/137 of the Act or forms for filing charges.
TABLE
| Sl. No. | Period of delays | Additional fee as a multiple of normal fees | Higher additional fee as a multiple of normal fees (for certain cases) |
| (1) | (2) | (3) | (4) |
| 1. | Upto 15 days (sections 139 and 157) | One time of normal fees | |
| 2. | More than 15 days and upto 30 days (Section 139 and 157) and upto 30 days in remaining forms. | 2 times of normal filing fees | 3 times of normal filing fees |
| 3. | More than 30 days and upto 60 days | 4 times of normal filing fees | 6 times of normal filing fees |
| 4. | More than 60 days and upto 90 days | 6 times of normal filing fees | 9 times of normal filing fees |
| 5. | More than 90 days and upto 180 days | 10 times of normal filing fees | 15 times of normal filing fees |
| 6. | Beyond 180 days | 12 times of normal filing fees | 18 times of normal filing fees |
Note 1: Higher additional fees shall be payable, if there is a delay in filing e-form INC-22, or e-form PAS-3, as the case may be, on two or more occasions, within a period of three hundred and sixty five days from the date of filing of the last such belated e-form for which additional fee or higher additional fee, as the case may be, was payable.
Note 2: Wherever higher additional fee is payable, additional fee shall not be charged.
Note 3: E-form INC-22, or e-form PAS-3, as the case may be, filed prior to the commencement of the Companies (Registration Offices and Fees) Amendment Rules, 2022 shall not be reckoned for the purposes of determining higher additional fee.
Following Table of additional fee shall be applicable for delay in filing of forms other than for increase in Nominal Share capital or forms under section 92/ 137 of the Act.
157) | ||
days (Sections 139 and 157) and upto 30 days in remaining forms. | ||
days | ||
days | ||
days | ||
Note- The belated filing of documents/forms (including increasing in nominal capital and delay caused thereon) which were due to be filed whether in Companies Act, 1956 Act or the Companies Act,2013 Act i.e due for filing prior to notification of these fee rules , the fee payable at the time of actual filing shall be applicable.
B. Following table of additional fees shall be applicable for delays in filing of the forms other than for increase in Nominal Share Capital
Note;- (1)The additional fee shall also applicable to revised financial statement or board’s report under sections 130 and 131 of the Act and secretarial audit report filed by the company secretary in practice under section 204 of the Act.
(2) The belated filing of documents/forms (including increasing in nominal capital and delay caused thereon) which were due to be filed whether in Companies Act, 1956 Act or the Companies Act, 2013 Act i.e due for filing prior to notification of these fee rules , the fee applicable at the time of actual filing shall be applicable. (3) Delay beyond 270 days, the second proviso to sub-section (1) of section 403 of the Act may be referred.
C. For increase in authorised capital, the additional fees shall be applicable at the following rates:-
| Delay upto 6 months | Delay beyond 6 months | |
| slab | 2.5 % per month on the fees payable under para I.3 or II.12 of Table A above as the case may be. | 3% per month on the fees payable under para I.3 or II.12 of Table A above as the case may be. |
(1) The above fee table shall also be applicable for delay in filing application with Registrar under sub-section (11) of section 233 of the Act.
For Forms under section 92 or 137:- (i) In case the period within which a document required to be submitted under section 92 or \37 of the Act expires after 30/06/2018, the additional fee mentioned in Table shall be payable –
| Sl. No. | Period of delay | Additional fee payable fin Rs.') |
| 01 | Delay beyond period provided under Section 92(4) of the Act | One Hundred per day |
| 02 | Delay beyond period provided under Section 137 (1) of the Act | One Hundred per day |
(ii) In all other cases where the belated annual returns or balance sheet/financial statement which were due to be filed whether in the companies Act, 1956 or the companies Act, 2013 the following additional fee mentioned in Table shall be payable:-
| Sl. No. | Period of delay | Additional fee payable (in Rs.) upto 30/06/2018 | plus Rs. 100 per day with effect from 1/07 /2018 |
| 1 | upto 30 days | 2 times of normal filing fees |
|
| 2 | More than 30 days and upto 60 days | 4 times of normal filing fees |
|
| 3 | More than 60 days and upto 90 days | 6 times of normal filing fees |
|
| 4 | More than 90 days and upto 180 days | 10 times of normal filing fees |
|
| 5 | Beyond 180 days | 12 times of normal filing fees |
Note:(1)The additional fee shall also be applicable to revised financial statement or board’s report under section 130 and 131 of the Act and secretarial audit report filed by the company secretary in practice under section 204 of the Act.
(2) The belated filing of documents/forms (including increasing in nominal capital and delay caused thereon) which were due to be filed whether in Companies Act, 1956 Act or the Companies Act, 2013 Act i.e due for filing prior to notification of these fee rules, the fee payable at the time of actual filing shall be applicable.
(a) charges created or modified before the 2nd November, 2018, and allowed to be filed within a period of three hundred days of such creation or six months from the 2nd November, 2018, as the case may be, the following additional fees shall be payable:-
| Sl.No. | Period of delay | Additional Fee applicable |
| 1. | Up to 30 days | 2 times of normal fees |
| 2. | More than 30 days and up to 60 days | 4 times of normal fees |
| 3. | More than 60 days and up to 90 days | 6 times of normal fees |
| 4. | More than 90 days and up to 180 days | 10 times of normal fees |
| 5. | More than 180 days | 12 times of normal fees |
(b) For the charges created or modified on or after the 2nd November, 2018:-
(A) The following additional fees or advalorem fees, as the case may be, shall be payable up to 31st July, 2019, by all companies:-
| Sl.No. | Period of delay | Additional/Advalorem Fees applicable |
| 1. | Up to 30 days | 2 times of normal fees |
| 2. | More than 30 days and up to 60 days | 4 times of normal fees |
| 3. | More than 60 days and up to 90 days | 6 times of normal fees |
(B) the following additional fees or advalorem fees as the case may be, shall be payable with effect from 1st August, 2019:-
| Sl.No. | Period of delay | Small Companies and One Person Company | Other than Small Companies and One Person Company |
| 1. | Up to 30 days | 3 times of normal fees | 6 times of normal fees |
| 2. | More than 30 days and up to 90 days | 3 times of normal fees plus an ad valorem fee of 0.025 per cent. of the amount secured by the charge, subject to the maximum of one lakh rupees. | 6 times of normal fees, plus an ad valorem fee of 0.05 per cent. of the amount secured by the charge, subject to the maximum of five lakh rupees. |
II. FEE ON APPLICATIONS (including Appeal) made to Central Government under sub-section (2) of Section 459 of the Companies Act, 2013.
| 1 | For Application made | Other than OPCs and Small Companies | OPC and Small Companies |
| (i) | By a company having an authorized share capital of: (a) Upto Rs.25,00,000 | 2,000 | 1,000 |
| b) More than Rs.25,00,000 and upto Rs.50,00,000 | 5,000 | 2,500 | |
| c) More than 50,00,000 and upto Rs. 5,00,00,000 | 10,000 | --- | |
| d) More than Rs. 5,00,00,000 and upto Rs. 10 crores | 15,000 | --- | |
| e) More than Rs. 10 crores | 20,000 | --- | |
| (ii) | By a company limited by guarantee but not having a share capital | 2,000 | --- |
| (iii) | By an Association or proposed company for issue of license under section 8 of the Act | 2,000 | --- |
| (iv) | By a company having a valid license issued under section 8 of the Act | 2,000 | --- |
| (v) | By a foreign company | 5,000 | --- |
| (vi) | Application for allotment of Director Identification Number (DIN) under section 153 of the Act | 500 | 500 [inserted vide Companies (Registration Offices and Fees) Second Amendment Rules, 2016. dated 07/11/2016] |
| (vii)[inserted vide Companies (Registration Offices and Fees) Second Amendment Rules, 2016. dated 07/11/2016] | For surrender of Director Identification Number under rule 11(f) of the Companies (Appointment and Qualification of Directors) Rules 2014 | 1000 | 1000 |
(1) Every application to the Registrar of Companies filed by any person for reservation of name under sub-section (4) of section 4 of the Companies Act, 2013 shall be accompanied with the fee of Rs. 1,000/-.
(2) For every application made to Regional Director (including appeal) or Registrar of Companies (except specifically stated elsewhere), Table of fees as above shall be applicable. Note: The separate fee schedule shall be prescribed under subsection (2) of section 459 of the Act for applications to be filed before Tribunal.
III. Annual Fee payable by a dormant company under sub-section (5) of section 455 of the Companies Act, 2013.
| 1 | For Application made | Other than OPCs and Small Companies | OPC and Small Companies |
| (i) | By a company having an authorized share capital of (a) Upto Rs.25,00,000 | 2000 | 1000 |
| (b) More than Rs.25,00,000 and upto Rs.50,00,000 | 5000 | 2500 | |
| (c) More than 50,00,000 and upto Rs.5,00,00,000 | 10,000 | --- | |
| d) More than Rs. 5,00,00,000 and upto Rs. 10 crores | 15,000 | --- | |
| e) More than Rs. 10 crores | 20,000 | --- | |
| (ii) | By a company limited by guarantee but not having a share capital | 2,000 | --- |
IV. Fee for Inspection and providing certified copies of documents kept by the Registrar under section 399 of the Act.
(i) Under clause (a) of sub-section (1) of section 399 of the Act – Rs.100/-
(ii) Under clause (b) of sub-section (1) of section 399 of the Act
(a) For copy of Certificate of Incorporation – Rs.100/-
(b) For copy or extract of other documents including hard copy of such document on computer readable media – Rs.25 per page.
V. Fee for registration of documents under section 385 of the Act.
Rs.6000/- for each document.
VI. Fees for Removal of Names of Companies from the Registrar of Companies under section 248 (2) of the Act.
Rs.5000/-
| ---- | |
For the current financial (2018-2019), no fee shall be chargeable till , the 31 st August, 2018 and fee of Rs.5000 shall be payable on or after the 1st September, 2018
| (i) Subject to serial number (iii) below, fee payable till the 30th September of every financial year in respect of e-form DIR-3 KYC or DIR-3 KYC-WEB through web service, as the case may be, for the immediate previous financial year. | ------ |
| (ii) Fee payable (in delayed case). | Rs.5000 |
| (iii) Fee payable if the individual failed to file e-form DIR-3 KYC or DIR-3 KYC-WEB through web service,as the case may be, for the immediate previous financial year (in delayed case). | Rs.5000 |
| (i) Fee payable till 15.06.2019 on e -form ACTIVE (Substituted vide the Companies (Registration Offices and Fees) Second Amendment Rules, 2019 dated 25.04.2019) Note: For the financial year ended on 31st March, 2019, no fee shall be payable in respect of e-form DIR-3 KYC or DIR-3 KYC-WEB through web service till 14th October, 2019. ( Inserted vide the Companies (Registration Offices and Fees) Fifth Amendment Rules, 2019 dated 30.09.2019.) | ---- (Substituted vide the Companies (Registration Offices and Fees) Second Amendment Rules, 2019 dated 25.04.2019) |
| (ii) Fee payable (in delayed case). (Substituted vide the Companies (Registration Offices and Fees) Second Amendment Rules, 2019 dated 25.04.2019) | Rs.10,000 (Substituted vide the Companies (Registration Offices and Fees) Second Amendment Rules, 2019 dated 25.04.2019) |
INSTRUCTIONS
1.Payment of fees – Except as otherwise provided elsewhere, the table of fees annexed to the Companies (Registration Offices and Fees), Rules 2014, shall be payable in the following head. (1) fees payable to the Registrar in pursuance of the Act or any rule or regulation made or notification issued thereunder shall be paid to the Registrar on any authorized bank by the Ministry of Corporate Affairs and acting as the agent of the Reserve Bank of India for credit under the following head, namely : –
| Major Head | Alphanumeric code description | Account Code | Serial Code | Source category check digit |
| 1475 | Other general Economic service Regulation of joint stock companies | 147500105 | 14750006 | 113 |
| (a) Registration fees | 14750010599 | 14750032 | 114 | |
| (b) Filing fees | 14750010598 | 14750033 | 117 | |
| (c) inspection and copying fee | 14750010597 | 14750034 | 112 | |
| (d) other fees | 14750010596 | 14750035 | 119 |
(2) Where application is filed through electronic media or through any other computer readable media, the user may choose any one of the following payment options namely, (i) Credit Card; or (ii) Internet Banking; or (iii) Remittance at the Bank Counter or (iv) any other mode as approved by the Central Government. The requisite fee as specified in Companies (Registration Offices and Fees), Rules 2014 shall be payable through any of the accredited branches of the following Banks.
(a) Punjab National Bank
(b) State Bank of India
(c) Indian Bank
(d) ICICI Bank
(e) HDFC Bank
(f) Union Bank of India
(3) The fees payable to the Registrars may be paid bank drafts payable at drawn on banks, located at the same city or town as the office of the Registrar :
(4) Where a fee payable to the Registrar is paid through bank drafts as, aforesaid it shall not be deemed to have been paid unless and until the relevant drafts are cashed and the amount credited.
- The Form GNL-2 is revised vide MCA Notification dated 20.01.2023. To view the Notification, Click here. To view the revised Return, Click here.
- The Form GNL-2 is modified to enable filings under the Insolvency and Bankruptcy Code, 2016 vide the Companies (Registration Offices and Fees) Second Amendment Rules, 2020 dated 12.03.2020. To view the Notification, Click Here.
- Form GNL-2 is amended vide Companies (Registration Office and Fees) Amendment Rules, 2020 notification dated 18.02.2020. To view the notification and amended return, Click Here.
- To view the older return,Click Here.
- The Form GNL-3 is revised vide MCA Notification dated 20.01.2023. To view the Notification, Click here. To view the revised Return, Click here.
- To view the return,Click Here
7.1.11 Companies (Management and Administration) Rules, 2014
11.Annual Return-.
Every company shall file its its annual return in except One Person Company (OPC) and Small Company. One Person Company and Small Company shall file annual return from the financial year 2020-21 onwards in
(1) Every company shall prepare its annual return in
(2) The annual return, filed by a listed company or a company having paid-up share capital of ten crore rupees or more or turnover of fifty crore rupees or more, shall be certified by a Company Secretary in practice and the certificate shall be in
7.1.12 Companies (Management and Administration) Rules, 2014
A copy of the annual return shall be filled with the Registrar with such fees as may be specified for this purpose.
12. Extract of annual return.-
(1) The extract of the annual return to be attached with the Board’s Report shall be in
that a company shall not be required to attach the extract of the annual return with the Board’s report in Form No. MGT.9, in case the web link of such annual return has been disclosed in the Board’s report in accordance with sub-section (3) of section 92 of the Companies Act, 2013.
(2) A copy of the annual return shall be filed with the Registrar with such fee as may be specified for the purpose.
SO 1406-1177 E
Commencement Notification dated 05.03.2021 under Companies (Amendment) Act, 2017
Commencement Notification dated 07/05/2018
Commencement Notification dated 28.08.2020 S.O. 2920(E).— for Section 23(ii) of the Companies Act, 2017
Commencement Notification under Companies (Amendment) Act, 2020 dated 21.12.2020
Companies (Amendment) Act, 2020 dated 28.09.2020
Companies (Management and Administration) Amendment Rules, 2020 dated 28.08.2020
Companies (Management and Administration) Amendment Rules, 2021 dated 05.03.2021
Companies (Management and Administration) Second Amendment Rules, 2015 dated 04/09/2015
Companies (Registration Offices and Fees) Amendment Rules, 2020 dated 18.02.2020
Companies (Registration Offices and Fees) Second Amendment Rules, 2020 dated 12.03.2020
Companies (Registration offices and fees) Second Amendment Rules,2016 [GSR 1049(E)] dated 07/11/2016
Companies (Specification of Definitions Details) Amendment Rules, 2018 [GSR 433 (E)] dated 07/05/2018
Enforcement Notification S.O. 902(E) dated 26/03/2014
Exemption to Specified IFSC Private company [GSR 09(E)] dated 04/01/2017
Exemption to Specified IFSC Public company [GSR 08(E)] dated 04/01/2017
Exemptions to Private Companies [Amendment to GSR 464(E)] dated 13/06/2017
The Companies (Amendment) Act, 2017 (Effective from 03.01.2018)
The Companies (Amendment) Act, 2019 dated 31.07.2019
The Companies (Amendment) Ordinance, 2018 dated 02.11.2018 [repealed vide the Companies (Amendment) Ordinance, 2019]
The Companies (Amendment) Ordinance, 2019 dated 12.01.2019 w.e.f., 02.11.2018
The Companies (Registration Offices and Fees) Amendment Rules, 2018 dated 20.01.2018 [effective from 26.01.2018]
Circular on relaxation of additional fees and extension of last date to file forms MGT-7 (Annual Return) and AOC-4 (Financial Statement) dated 29.10.2018
Circular relaxing additional fees and extending the last date to file forms MGT-7 (Annual Return) and AOC-4 (Financial Statement) dated 29.10.2019
Circular to extend last date to file e-Forms AOC-4, AOC (CFS) AOC-4 XBRL and MGT-7 by Companies having their registered office in State of Kerala dated 05.10.2018