Documents/Notices to be filed with Registrar of Companies

TG Team 12 Aug 2011 3,617 Views 0 comment Print Company Law | Articles

** Ministry of Company Affairs has notified the e-Forms as of 10th February 2006, and made operational from 28th February 2006. The Form Nos. mentioned in the tabulation below are the newly notified e-Forms.

Event description	Section	Form No.	Due date	Remarks
INCORPORATION
• Availability of Name	20	1A	—	Filing fees Rs. 500. Valid for 60 days for renewal for further period of 30 days only by paying Rs. 250/-
• Registration
— Private Limited Company	12, 33 146, 303	1, 18 32	—	Form No. 1 to be attached with a coy of MAA and proposed agreement with the Managing/Wholetime Director/s (if any) are to be filed.
— Public Limited Company	12, 33, 146 266, 303	1, 18 32,	—	In addition to Form No. 1, MAA and the agreement as aforesaid, Form No. 29 for each Director is also required to be filed.
• Rectification of Mistakes	20, 12, 33	68	365 days from the date of approval of Form 1 or Form 1A.	An application for rectification of mistakes in Form No. 1 & 1A shall be accompanied by fees of Rs. 1000/-.
ALTERATION OF MAA
• Change of Name	21	1A	—	Seek availability of New Name from ROC along with Board Resolution.
		23	30 days	Thereafter pass a Special Resolution at GM to adopt the new name. Apply to ROC for fresh certificate of incorporation along with changed MAA.
• Change of Regd. Office
— In the same city within local limits	146	18	30 days	Pass Board Resolution.
— Outside local limits of city, town or village	146	23, 18	30 days	Pass Special Resolution at GM.
— In the same State but within the jurisdiction of another ROC	17A	23, 18,	30 days	Prior confirmation from Regional Director (application in Form 1AD), Pass Special Resolution at GM. File with ROC a certified copy of confirmation of Regional Director along with amended MA.
— From one State to another	17	23	30 days	Pass Special Resolution at GM. File Petition to CG and file copy with ROC.
	18, 146	21 18	3 months 30 days	Certified copy of CG’s order along with amended MAA with ROC of both the states.
• Alteration of Objects clause	17, 18	23, 21	30 days	Pass Special Resolution at GM. File copy with ROC along with amended MAA.
• Rectification of Mistakes	21	68	365 days from the date of approval of Form 1A.	An application for rectification of mistakes in Form No.1A shall be accompanied by fees of Rs.1000/-.
CONVERSION OF
Private to Public	44, 23	23	30 days	Pass Special Resolution at GM within 30 days of alteration of Articles of Association file prospectus or statement in lieu of prospectus. Thereafter apply for fresh Certificate of incorporation.
Public to Private	31(1)	23 1B	30 days 3 months from Special Resolution	Pass Special Resolution at GM. File application for approval of ROC and on receipt of approval order file copy of altered articles within one month to ROC.
DEPOSITS
Acceptance of Deposits	58A	—	Prior to Acceptance	Copy of advertisement (if any) or statement in lieu of advertisement.
		Return of Deposits	30th June	Return as on 31st March every year — copy to RBI.
SHARE CAPITAL
DEBENTURES & securities
• Issue – Where Prospectus is issued	60	Prospectus	Before Issue	Including expert’s letter of consent and statement that he has not withdrawn his consent, copy of contracts. Share application form to be accompanied with Form 2. Prospectus to be vetted by SEBI.
• Where no Prospectus is issued	56(3)	2A	—	Memorandum containing salient features of prospectus.
	70	Statement in lieu of Prospectus	3 days before 1st Allotment
• Allotment	75(1)	2	30 days	Return of allotment.
	75(2)	3	30 days	Particulars of contracts if allotment is otherwise than in cash pursuant to contract not in writing.
• Payment to under-writers in case of shares or debentures not offered to public and disclosed in a prescribed form	76(I)	4	Before payment
• Increase pursuant to Government Order	94A, 81(4)	5	30 days	Form duly stamped with CG Order Copy.
• Consolidation of share capital, Conversion of shares into stock, etc.	95	5	30 days	Pass a Resolution altering MAA at GM.
• Increase of share capital or of members	97	5	30 days	Pass a Resolution altering MAA at GM.
• Revalidation of Transfer Deed	108	7C	—	File with ROC with filing fees of Rs. 50 per transfer form (if nominal capital to be transferred less than Rs. 5,000), otherwise Rs. 100.
• Shelf Prospectus	60A	Shelf Prospectus	Before 1st issue	To be filed by a public financial institution, public sector bank or scheduled bank whose main object is financing. The shelf prospectus is valid for 1 year from the date of opening of first issue. Information memorandum to be filed prior to the second and subsequent issues.
BUY-BACK OF SECURITIES
• Declaration of Solvency	77A(6)	4A	30 days	To be adopted by Board of Directors and signed by at least two Directors, of which one should be Managing Director.
• Register of Securities bought back	77A(9)	4B	On completion of buy-back	Number of securities bought, consideration paid, dates of cancellation of securities/extinguishing, physical, destroying the same, etc. to be included.
• Return for buy-back of Securities	77A(10)	4C	30 days	Return contains detailed information to be submitted to the ROC in relation to securities bought back.
REGISTRATION OF CHARGES
• Creation/Modification• For Debenture Series• Satisfaction	125, 127, 135 128, 129 138	8 10 17	30 days 30 days 30 days	Along with certified copies of the instrument creating charge.Including particulars of commission etc. on Debentures.Upon payment of debt or satisfaction otherwise, after obtaining signatures of the lender company and the Bank/Financial Institution.
MANAGEMENT & ADMINISTRATION
• Officer in default
— Appointment	5	1AA	30 days	If any one director or a person other than director along with consent in Form 1AB.
— Withdrawal of consent	5	1AC	30 days	Upon receiving notice of withdrawal of consent.
• Commencement of Business	149(1)(a)	19	Before commencing any business or exercising any borrowing powers	If Prospectus has been issued.
	149(2)(a)	20	— do —	If statement in lieu of Prospectus has been filed on Rs. 100 Stamp Paper.
• Commencement of New Business	149(2A)(b) (ii)	20A	Before commencing	Pass Special Resolution at GM.
		23	30 days
• Foreign Register of Members	157	Notice of situation	30 days	For opening or change in situation or for discontinuance
• Annual Returns for Company with Share Capital	159	Part II of Sch. V	60 days of AGM or AGM due	Full particulars of past and present members once in six years — If shares are listed on Stock Exchange to be signed by full time practising Company Secretary.
— Without Share Capital	160	21A	60 days of AGM or AGM due	Along with statement of indebtedness of all registrable charges.
— Notice of Trust	187C	22B	30 days	Upon receiving Forms I and II — Notice of beneficial holdings.
• Special Resolutions, & for the following other resolutions :
a) Agreed by all members or class of members which otherwise would have to be passed as Special Resolution	192	23	30 days	To be accompanied by Explanatory Statement if S. 173 is applicable and agreement if any.
b) Board resolutions relating to appoint- ment or variation of the terms of appointment of a Managing Director.
c) Giving powers to the Board u/s. 293
d) Appointment of sole selling agent u/ss. 294 and 294AA
e) Voluntary winding up
ACCOUNTS, audit and secretarial compliance
• Books of Account – Situation other than Registered Office	209	23AA	7 days	Pass a Board Resolution.
• Annual Accounts	220	23AC (B/S) 23ACA (P&L)	30 days	One Copy of Balance Sheet, P & L A/c., Directors’ Report, Part IV of Sch. VI, Auditors’ Report laid at AGM –If NOT adopted, statement of non-adoption and reasons therefor.[See Notes 2 and 3]
	219	23AB	30 days	One copy of abridged accounts in case of listed companies which can be issued to members instead of the full accounts
• Appointment/Reappointment of Auditor	224	23B	30 days of intimation	To be filed by the auditors — acceptance or rejection to be specified.
• Secretarial Compliance Certificate	383A	66	30 days of AGM	Any Company not required to have a whole time secretary but having a paid-up capital of Rs.10,00,000/- or more but less than Rs. 5,00,00,000/- shall file with ROC a compliance certificate from a secretary in whole-time practice.
DIRECTORS
• Acceptance of Directorship of Public Co.	264, 266 274(1)(g)	32 & 32 Addendum DD-B & DD-C	30 days	Consent to act as a Director to be filed along with acceptance for qualification shares, if any. Additional form to be filed by every Director on his appointment/re-appointment in a Public Co.
• Appointment of Managing/Wholetime Director/Manager	269	25C	90 days	Appointment as per guidelines in Schedule XIII.
• Appointment or change in Director/Secretary	303	32 & 32 Addendum	30 days	One copy to be filed.
• Appointment of Relative of Director with remuneration between Rs. 10,000/- and Rs. 2,50,000/- p.m.	314(1)(b)	23	30 days	Pass Special Resolution at GM. Refer Director’s Relatives (Office or Place of Profit) Rules, 2003
• Appointment of Relative of Director with remuneration exceeding Rs. 2,50,000/- p.m.	314(1)(b)	23	30 days	Pass Special Resolution at GM and Central Govt.’s permission Refer Director’s Relatives (Office or Place of Profit) Rules, 2003
JOINT STOCK CO.
• Registration of Joint Stock Companies	567	37, 39	Before Registration	Joint Stock Company to be registered under Part IX — registration effective only upon filing documents.
• Registration of Non-joint Stock Companies	568	37 & 39	— do —	Non-joint stock companies to be registered under Part IX.
FOREIGN COS.
• Establishment of place of Business in India	592	44	30 days	Documents and prescribed particulars to be annexed to the Form.
• Alterations of :
a) Memorandum, Charter or Articles	593	49 & 52	On/before 31st Jan. of the year following the year in which alterations are made for (a), (b) & (c) 30 days for (d) and (e)
b) Registered or Principal Office
c) Director/Secretary
d) Person authorised to accept service of document
e) Principal place in India

• Copies of Accounts and Business places list	594	52	9 months of F.Y.	3 copies of Balance Sheets and P & L A/c. in English or certified translation in English and 3 copies of all business places in India.
• Cease to have place of Business in India	597	52	Forthwith	—
• Charges/Modifications/ satisfaction of charges & appointment of receiver	600 & 125	55, 56, 57 58, 59 & 60	30 days	—
• Annual Return	600	Annual Return	60 days of F.Y.	As per Foreign Companies Rules, 1975.
• Books of Account	600 & 209	23AA	7 days	Notice of address of place of maintaining books of account other than the Principal place.
• Prospectus	605	Prospectus Copy	Before issue in India	—
• Rectification of Mistakes	592	68	365 days from the date of approval of Form 44.	An application for rectification of mistakes in Form No. 44 shall be accompanied by fees of Rs. 10,000/-.

Note:

1. Sections 391 to 560 covering Compromise and Arrangement, Oppression and Management, Receivers and Managers, Winding-up not mentioned as their usage in day-to-day practice is not frequent.

2. Green Initiative in the Corporate Governance:

The company would be in compliance of section 219(1) of Companies Act, 1956, in case a copy of Balance Sheet, etc. is sent by electronic mail to its member subject to the fact that the company has obtained e-mail address of its member, after giving an advance opportunity to the member to register his e-mail address and changes therein from time to time with the company or with the concerned depository.

3. Ministry of Corporate Affairs has mandated certain class of companies to file balance sheet and profit and loss account for the year 2010-11 onwards by using XBRL taxonomy. The following class of companies have to file the Financial Statements in XBRL Form only from the year 2010-11:

(i) All companies listed in India and their subsidiaries, including overseas subsidiaries;

(ii) All companies having a paid-up capital of Rs. 5 crore and above or a Turnover of Rs. 100 crore or above.

All companies falling under the above category of filing in XBRL Form are permitted to file up to 30.09.2011 without any additional filing fee.

Documents/Notices to be filed with Registrar of Companies

** Ministry of Company Affairs has notified the e-Forms as of 10th February 2006, and made operational from 28th February 2006. The Form Nos. mentioned in the tabulation below are the newly notified e-Forms.

Event

description

Section

Form

No.

Due

date

Remarks

INCORPORATION

• Availability of Name

20

1A

—

Filing fees Rs. 500. Valid for 60 days for renewal for further period of 30 days only by paying Rs. 250/-

• Registration

— Private Limited Company

12, 33 146, 303

1, 18 32

—

Form No. 1 to be attached with a coy of MAA and proposed agreement with the Managing/Wholetime Director/s (if any) are to be filed.

— Public Limited Company

12, 33, 146 266, 303

1, 18 32,

—

In addition to Form No. 1, MAA and the agreement as aforesaid, Form No. 29 for each Director is also required to be filed.

• Rectification of Mistakes

20, 12, 33

68

365 days from the date of approval of Form 1 or Form 1A.

An application for rectification of mistakes in Form No. 1 & 1A shall be accompanied by fees of Rs. 1000/-.

ALTERATION OF MAA

• Change of Name

21

1A

—

Seek availability of New Name from ROC along with Board Resolution.

23

30 days

Thereafter pass a Special Resolution at GM to adopt the new name. Apply to ROC for fresh certificate of incorporation along with changed MAA.

• Change of Regd. Office

— In the same city within local limits

146

18

30 days

Pass Board Resolution.

— Outside local limits of city, town or village

146

23, 18

30 days

Pass Special Resolution at GM.

— In the same State but within the jurisdiction of another ROC

17A

23, 18,

30 days

Prior confirmation from Regional Director (application in Form 1AD), Pass Special Resolution at GM. File with ROC a certified copy of confirmation of Regional Director along with amended MA.

— From one State to another

17

23

30 days

Pass Special Resolution at GM. File Petition to CG and file copy with ROC.

18, 146

21 18

3 months 30 days

Certified copy of CG’s order along with amended MAA with ROC of both the states.

• Alteration of Objects clause

17, 18

23, 21

30 days

Pass Special Resolution at GM. File copy with ROC along with amended MAA.

• Rectification of Mistakes

21

68

365 days from the date of approval of Form 1A.

An application for rectification of mistakes in Form No.1A shall be accompanied by fees of Rs.1000/-.

CONVERSION OF

Private to Public

44, 23

23

12, 33
146, 303

1, 18
32

12, 33, 146
266, 303

1, 18
32,

365 days from the date of approval of
Form 1 or
Form 1A.

21
18

3 months
30 days

365 days from the date of approval of
Form 1A.

23
1B

30 days
3 months from Special Resolution

Pass Special Resolution at GM.
File application for approval of ROC and on receipt of
approval order file copy of altered articles within one
month to ROC.

Including expert’s letter of consent and statement that he has not withdrawn his consent, copy of contracts. Share application form to be accompanied with Form 2.
Prospectus to be vetted by SEBI.

To be filed by a public financial institution, public sector bank or scheduled bank whose main object is financing.
The shelf prospectus is valid for 1 year from the date of opening of first issue. Information memorandum to be filed prior to the second and subsequent issues.