Disposal of Records( in office of ROC’s) Rules, 2003

GOVERNMENT OF INDIA

MINISTRY OF FINANCE AND COMPANY AFFAIRS

DEPARTMENT OF COMPANY AFFAIRS

NOTIFICATION

New Delhi the 9th April, 2003

G.S.R. 324 (E).- In exercise of the powers conferred by section 3 of the Destruction of Records Act, 1917 (5 of 1917), and in supersession of the Disposal of Records (in the Offices of the Registrars of Companies) Rules, 1984, except as respect things done or omitted to be done, before such supersession, the Central Government hereby makes the following rules, namely :-

1. Short title and commencement. – (1) These rules may be called the Disposal of Records (in the Offices of the Registrars of Companies) Rules, 2003.

(2) They shall come into force on the date of their publication in the Official Gazette.

2. Definitions. – In these rules, unless the context otherwise requires,-

(a) “Act” means the Companies Act, 1956 (1 of 1956);

(b) “company” has the meaning assigned to it in the Act and includes a foreign company within the meaning of section 591 of the Act;

(c) “company in operation” means a company whose name has not been struck off the register under sub-section (5) of section 560 of the Act or which has not been fully wound up and finally dissolved;

(d) “registered documents” means a document filed and registered or recorded by the Registrar of Companies in pursuance of the Act and any register or other records maintained by the Registrar of Companies in pursuance of the Act; and

(e) “Registrar of Companies” means a Registrar, or an Additional, a Joint, Deputy or an Assistant Registrar, having the duty for registering companies under the Act.

3. Certain documents to be preserved permanently. – The following documents shall be preserved permanently, namely :-

(1) the Register of Companies;

(2) the Index to the Register of Companies;

(3) Index Cards of Companies; and

(4) Registered documents which relate to any company in operation and which are specified in Schedule I to these rules.

4. Destruction of documents. – Subject to the previous order of the Registrar of Companies, the following records in his office may be destroyed after the expiration of the period of their preservation as specified below :-

(a) Records to be preserved for 35 years:

(i) Register of Security Bonds; and

(ii) Succession List of Officers.

(b) Records to be preserved for 21 years : All papers, registers, refund orders and correspondence relating to the companies liquidation accounts.

(c) Records to be preserved for 5 years :

(i) Copies of Government orders relating to companies;

(ii) All papers, registers, refund orders and correspondence relating to payment from companies unpaid dividend account under section 205A of the Act and all papers, statements, registers and abstracts relating to the amounts deposited in the fund established under section 205C of the Act;

(iii) Registered documents of companies which have been fully wound up and finally dissolved together with correspondence relating to such companies;

(iv) Papers relating to legal proceedings from the date of disposal of the case and appeal, if any;

(v) Copies of statistical returns furnished to Government;

(vi) All correspondence including correspondence relating to scrutiny of balance-sheets, prosecutions, reports to the Regional Directors and Company Law Board including inspections under section 209A of the Act, and the correspondence relating to complaints :Provided that in case of prosecution matters, the date is to be recorded from the date of disposal of the case and appeal, if any.

5. Preseration of documents specified in Schedule II. – (1) The registered documents specified in Schedule II to these rules relating to any company in operation shall be preserved for the period indicated against them in the said schedule.

(2) Notwithstanding anything contained in these rules, where any document to which Schedule II applies has been filed by the company,

(i) but has not been registered on the date of publication of this notification, it shall be registered before the 1st day of April, 2003 and shall be preserved for a period of one year from the date of such registration; or

(ii) where it has already been registered before the date of publication of this notification, shall be preserved for a period of two years from the date of such registration:

Provided that in either case, every such document shall be preserved for the period of preservation provided under the said Schedule from the date of filing of the document or one year from the date of registration, whichever is later.

6. Registered documents of foreign companies. – Registered documents of foreign companies which cease to have any place of business in India shall be destroyed after expiry of three years from the date such company ceases to have any place of business in India in accordance with the following procedure:-

The Registrar of Companies, Delhi, shall intimate to the Registrar concerned his intention to destroy the documents and other records of a particular company by a certain date, two weeks in advance thereof and the Registrar concerned shall, on receipt of such intimation, destroy the said documents at the same time and communicate to the Registrar of Companies, Delhi, the fact of such destruction.

7. Records to be preserved for three years :-

(1) All books, records and papers, other than those specified in clauses (a), (b) and (c) of rule 4, and rule 5 and rule 6.

(2) Routine correspondence regarding payment of fees, additional filing fees and correspondence about the return of documents:

Provided that no record in the office of the Registrar of Companies shall be destroyed without his previous order in writing in that behalf.

8. Record of document destroyed to be maintained. – The Registrar of Companies shall maintain a Register in two parts, in the form set out in the Appendix annexed hereto, wherein he shall enter brief particulars of the records destroyed and shall certify by his own hand writing therein the date and mode of destruction.

9. Application of other rules not barred. – The provisions of these rules, shall be in addition to and not in derogation of the rules for the destruction of office records connected with accounts (containing in Appendix 13 to the Compilation of the General Financial Rules) and the period prescribed under Record Retention Schedule for Records common to all departments and such other rules (Appendix IX, para 1, part II, Schedule).

[F.No.1/3/2003-CL.V]

RAJIV MEHRISHI

Joint Scretary

APPENDIX

 [See Rule 9]

 PART I

 (Particulars of documents relating to companies)

Name of company (1)	act under which registered (2)	date on which finally dissolved or wound up or struck off (3)	description of documents destroyed (4)	date and mode of destruction with initials of the registrar of companies (5)

PART II

 (Particulars of documents other than those specified in Part I)

No. of the file of document destroyed (1)	subject to which the document refers (2)	description of documents destroyed (3)	date AND mode of destruction with initials of the registrar of companies (4)

SCHEDULE I

[See Rule 3(4)]

No.   (1)	Name of document   (2)	period of preservation (3)
1.	Certified copy of order of Regional Director confirming change of registered office from one place to another within a State	Permanent
2.	Certified copy of special resolution for alteration of object clause in the Memorandum and a printed copy of the memorandum so altered [section 18(1)]	Permanent
3.	Certified copy of order confirming change of registered office from one State to another [section 18(3)]	Permanent
4.	Memorandum and articles for registration of a new company [section 33(1)]	Permanent
5.	Approval granted under section 25 for modification in the memorandum and articles of association; any order under section 31	Permanent
6.	Notice of consolidation or division of share capital and of conversion and reconversion into stock [section 95]	Permanent
7.	Notice of increase of share capital [section 97] for companies incorporated under section 25	Permanent
8.	Order of court confirming reduction of share capital and certified copy of the order and minute [section 103]	Permanent
9.	Copy of order of court regarding cancellation or variation of shareholders’ right [section 107]	Permanent
10.	Notice of address at which books of account are maintained [section 209(1)]	Permanent
11.	Copy of order of court regarding compromises and arrangements with creditors and members and copy of orders in appeal [section 391(3)]	Permanent
12.	Copy of orders of court relating to reconstruction and amalgamation of companies [section 394(3)]	Permanent
13.	Scheme or contract involving transfer of shares [section 395(4A)(1)(i)]	Permanent
14.	Order of amalgamation [section 396]	Permanent
15.	Copy of orders of court for alteration of memorandum and articles of association under section 397 or section 398	Permanent
16.	Abstract of receiver accounts [section 421] Register of remittances into and withdrawal from Reserve Bank of India	Permanent
17.	Certified copy of court’s order declaring dissolution to be void [section 559(2)]	Permanent
18.	Registration of existing companies – copy of resolution [section 565]	Permanent
19.	Registration of existing companies – list of members [section 567(a)]	Permanent
20.	Registration of existing companies – statement of particulars to be filed [section 567(c)]	Permanent
21.	Application by an existing joint stock company for registration as a limited/unlimited company [section 568]	Permanent
22.	Application by an existing company (not being a joint stock company) for registration as a limited/unlimited company [section 568]	Permanent
23.	Registration of existing companies – list of directors, etc. [section 568(a)]	Permanent
24.	Registration of an existing company – declaration form [section 569]	Permanent

SCHEDULE II

[See Rule 5]

No. (1)	Name of document (2)	period of preservation (3)
1.	Declaration of compliance with requirements of the Act by an Advocate, Attorney, Pleader, Secretary or Chartered Accountant in whole-time practice, or Director, Manager or Secretary named as such in the articles [section 33(2)]	5 years
2.	Return of deposit filed under section 58A under rule 10 of the Companies (Acceptance of Deposits) Rules, 1975	5 years
3.	Copy of advertisement or statement in lieu of advertisement under section 58A (under rule 4/4A ibid)	5 years
4.	Return of allotment of shares [section 75(1)(a)]	5 years
5.	Contract of allotment of shares fully or partly paid up otherwise than in cash and verified copies of such contract [section 75(1)(b)]	5 years
6.	Prescribed particulars in contracts not reduced to writing [section 75(2)]	5 years
7.	Registered documents relating to companies struck off under section 560(5) together with correspondence [rule 4(3)]	5 years
8.	A copy of declaration of solvency in form 4A and a copy of return in Form 4C in case of buy back of securities	5 years
9.	Statement disclosing amount or rate per cent of the commission of subscribing for shares where they are not offered to the public for subscription [section 76]	5 years
10.	Particulars of mortgages [section 125]	5 years after satisfaction of charges.
11.	Particulars of charge on a property acquired subject to charge [section 127]	5 years after satisfaction of charges.
12.	Registration of one issue of series of debentures [section 128]	One year after redemption of debentures or satisfaction of charge, or one year after the date of credit of amount of matured debentures with interest accrued thereon to Investor Education and Protection Fund established under section 205C of the Act, whichever is later.
13.	Registration of debentures in more than one series [proviso to section 128]	One year after redemption of debentures or satisfaction of charge, or one year after the date of credit of amount of matured debentures with interest accrued thereon to Investor Education and Protection Fund established under section 205C of the Act, whichever is earlier.
14.	Particulars of commission on debentures	5 years
15.	Particulars of modification of charge [section 135]	5 years after satisfaction of charges
16.	Memorandum of satisfaction of charge [section 138]	5 years after satisfaction
17.	Declaration before commencing business by a company issuing a prospectus [section 149(1)]	One year after issue of certificate by the Registrar.
18.	Declaration before commencing business by a company, issuing a statement in lieu of prospectus [section 149(2)]	One year after issue of certificate by the Registrar.
19.	Return under section 187C	8 years
20.	Registration of resolution and agreements [section 192)	5 years
21.	Annual return of members of a company having share capital [section 159]	5 years
22.	Annual return of members not having share capital [section 160]	3 years.
23.	Annual balance sheet and profit and loss account [section 220]	8 years or the filing of next balance sheet and profit and loss account whichever is later.
24.	Notice of auditor [section 224(1)]	3 years
25.	Consent of candidates for directorship to be filed with the Registrar [section 264(2)]	5 years
26.	List of persons consenting to be director [section 266(4)]	5 years
27.	Consent form of directors [section 266(1)(a)) and affidavit regarding the shares registered in the name of a director [section 266(1)(b)(iv)]	5 years
28.	Undertaking of directors to take qualification shares [section 266(1)(b)(iii)] and declaration of qualification shares held by a director [section 271]	5 years
29.	Particulars of directors, etc. [section 303(2)]	5 years
30.	Register of Directors	5 years
31.	Copy of winding up order by court [section 445(1)]	5 years from the date of the dissolution or one year after an application is rejected under section 559 of the Companies Act, 1956.
32.	Audited accounts of official liquidators [section 462(4)]	5 years from the date of the dissolution or one year after an application is rejected under section 559 of the Companies Act, 1956.
33.	Copy of order of court staying winding-up [section 466(3)]	5 years from the date of the dissolution or one year after an application is rejected under section 559 of the Companies Act, 1956.
34.	Copy of the order of dissolution of a company by court.	5 years from the date of the dissolution or one year after an application is rejected under section 559 of the Companies Act, 1956.
35.	Declaration of solvency in the case of voluntary winding-up [section 488(2)(a)]	5 years from the date of the dissolution or one year after an application is rejected under section 559 of the Companies Act, 1956.
36.	Notice of appointment of liquidator in voluntary winding-up [section 493(1)]	5 years from the date of the dissolution or one year after an application is rejected under section 559 of the Companies Act, 1956.
37.	Return of final meeting and dissolution in the case of members winding up [section 497(3)]	5 years from the date of the dissolution or one year after an application is rejected under section 559 of the Companies Act, 1956.
38.	Copy of order of the court deferring the date of dissolution in the case of members winding up [section 497(6)]	5 years from the date of the dissolution or one year after an application is rejected under section 559 of the Companies Act, 1956.
39.	Winding-up notice of creditors’ resolution [section 501(1)]	5 years from the date of the dissolution or one year after an application is rejected under section 559 of the Companies Act, 1956.
40.	Copy of order of the court deferring date of dissolution in creditors winding-up [section 509(1)]	5 years from the date of dissolution or one year after an application is rejected under section 559 of the Companies Act, 1956.
41.	Return of final meeting and dissolution in the case of creditors’ winding up [section 509(3)]	5 years from the date of dissolution or one year after an application is rejected under section 559 of the Companies Act, 1956.
42.	Notice by liquidator of his appointment by court in the case of voluntary wind-up [section 516(1)]	5 years from the date of dissolution or one year after an application is rejected under section 559 of the Companies Act, 1956.
43.	Liquidator’s statement of account [section 555(1)(b)]	5 years from the date of dissolution or one year after an application is rejected under section 559 of the Companies Act, 1956.
44.	Registered documents relating to companies struck off under section 560(5) together with correspondence	21 years
45.	Prospectus or statement in lieu of prospectus by a private company altering the articles for converting itself into a public company [section 44]	5 years
46.	Prospectus by a public company [section 60]	5 years
47.	Statement in lieu of prospectus by a company which does not issue prospectus [section 70]	5 years
48.	Notice of increase of members [section 97]	5 years
49.	Statutory Report [section 165]	5 years
50.	Notice of receiver/manager on so ceasing [section 137]	21 years
51.	Notice of appointment of receiver/manager [section 137]	21 years
52.	Notice of the situation of office where a foreign register is kept or any changes therein [section 157(2)]	Permanent or 5 years after closing of the office in India.
53.	Notice of dissenting share holders [section 395]	3 years after Court’s order
54.	Registered documents of companies which have been fully wound up and finally dissolved together with correspondence relating to such companies.	3 years after Court’s order
55.	Notice of situation of registered office and any change there in [section 146]	Permanent or the last change of situation of the registered office.
56.	List of unclaimed dividends Form No.1, rule 3(5) of the Companies Unpaid Dividend (Transfer to General Revenue Accounts of the Central Government) Rules, 1978 [section 205A]	10 years
57.	Statement of unclaimed dividends [section 555]	10 years
58.	Intimation of director’s disqualification by a director	6 years
59.	Form 1AA, 1AB and 1AC intimation of officer charged with duties	5 years
60.	Return of appointment of managerial personnel [section 269]	5 years
61.	Compliance certificate [section 383A]	5 years
62.	Any other registered document not specified above	3 years