Streamlining Corporate Compliance: Understanding the Companies (Registration Offices and Fees) Amendment Rules, 2024
Introduction
Over the past many years, the Ministry of Corporate Affairs has taken several steps towards Ease of Doing Business[i]. The Central Government, exercising authority under sections 396(1) and (2) of the Companies Act, 2013, has recently vide notification dated February 2[ii], 2024 communicated establishment of a Central Processing Centre (‘CPC’) located at the Indian Institute of Corporate Affairs in IMT Manesar, Gurgaon, Haryana. [iii]In essence, this notification signified the establishment of a centralized processing hub to streamline e-form submissions under the Companies Act, 2013, while ensuring that other regulatory functions remain under the purview of respective jurisdictional Registrars. the Ministry of Corporate Affairs (‘MCA’) has now introduced the Companies (Registration Offices and Fees) Amendment Rules, 2024. The amendment rules, effective from February 16, 2024, introduce Rule 10A, which delineates the responsibilities and jurisdiction of the Registrar of the CPC. This pivotal role entails the examination and decision-making process concerning various applications, e-Forms, and documents mandated by the Companies Act, 2013.
Purpose of forming CPC:
The purpose of establishing CPC is to promote ease of doing business. As of now, 4,910 forms have been received by CPC after commencing operations. The forms shall be processing a timebound and faceless manner. Processing of applications at CRC and C-PACE also does not require any physical interaction with the stakeholders. The Central Registration Centre (CRC), Centralised Processing for Accelerated Corporate Exit (C-PACE), and CPC will ensure speedy processing of applications and forms filed for incorporation, closure and for meeting regulatory requirements so that the companies are incorporated, closed, can alter and raise capital, and are able to complete their various compliances under the corporate laws with ease[iv].
Role of CPC
CPC to process and handle e-forms along with the requisite fees, as prescribed in the Companies (Registration of Offices and Fees) Rules, 2014. However, it’s important to note that the jurisdictional Registrar, apart from the CPC Registrar, will retain authority over companies for all other provisions of the Companies Act, 2013, and its associated regulations, if the registered office of the company falls within their jurisdiction. MCA has operationalised the CPC for centralised processing of corporate filings without requiring any physical interaction with the stakeholders to promote ease of doing business.
Tabular presentation giving detailed information is as mentioned below:
| Sr No | Form | Purpose | Moved to V3 portal | Shifted from ROC to CPC w.e.f Feb 16, 2024 | Non-STP/STP |
| 1 | MGT-14 | Filing of Resolutions and agreements to the Registrar under section 117 of the Act | w.e.f Jan 23,2023 | Yes | Non-STP/STP |
| 2 | SH-7 | Notice to Registrar of any alteration of share capital under section 64 of the Act | w.e.f Jan 23,2023 | Yes | STP for Increase in authorised Capital and Non-STP for others |
| 3 | INC-24 | Application for approval of Central Government for change of name under section 13 of the Act | w.e.f Jan 23,2023 | Yes | Non-STP |
| 4 | INC-6 | One Person Company- Application for Conversion under section 18 of the Act | w.e.f Jan 23,2023 | Yes | STP |
| 5 | INC 27 | Conversion of public company into private company or private company into public company under sections 14 and 18 of the Act | w.e.f Jan 23,2023 | Yes | Non-STP |
| 6 | INC 20 | Intimation to Registrar of revocation/surrender of license issued under section 8 of the Act | w.e.f Jan 23,2023 | Yes | Non-STP |
| 7 | DPT-3 | Return of deposit | w.e.f August 31,2022 | Yes | 1. The form shall be processed in Non-STP mode if purpose of filing the form is as follows- Return of Deposits or Return of deposit and particulars of transactions by a company not considered as deposit |
| 8 | MSC-1 | Application to ROC for obtaining the status of dormant company under sub-section (1) of section 455 of the Act | w.e.f Jan 23,2023 | Yes | Non-STP |
| 9 | MSC-4 | Application for seeking status of active company under sub-section (5) of section 455 of the Act | w.e.f Jan 23,2023 | Yes | Non-STP |
| 10 | SH-8 | Letter of Offer under section 68 of the Act | w.e.f Jan 23,2023 | Yes | Non-STP |
| 11 | SH-9 | Declaration of Solvency under sub-section (6) section 68 of the Act | w.e.f Jan 23,2023 | Yes | Non-STP |
| 12 | SH-11 | Return in respect of buy-back of Securities under sub-section 10 of section 68 of the Act | w.e.f Jan 23,2023 | Yes | Non-STP |
Key highlights of the Companies (Registration Offices and Fees) Amendment Rules, 2024, include:
1. CPC Oversight: Rule 10A stipulates that the Registrar of the CPC is tasked with scrutinizing all applications, e-Forms, or documents filed for approval, registration, or record-keeping, within a thirty-day timeframe, excluding cases requiring higher authority approval.
2. Expanded Jurisdiction: The Registrar of the CPC now holds jurisdiction across India for specific applications, e-Forms, or documents outlined in the rule. This centralized approach aims to standardize processes and ensure uniformity in decision-making.
3. Designated Applications: The amendment rules enumerate a comprehensive list of applications, e-Forms, or documents falling under the purview of the Central Processing Center. Notable inclusions are filings related to share capital alterations, name change approvals, conversion applications, license revocations, and various statutory declarations.
4. Limitations on Authority: Rule 10A clarifies that the Registrar of the CPC does not possess authority under section 399 of the Companies Act, 2013, for applications falling within its ambit. Instead, territorial Registrars retain jurisdiction as per the Act.
Conclusion:
These amendments signify a concerted effort by the MCA to modernize regulatory frameworks, reduce bureaucratic hurdles, and promote ease of doing business in India. By leveraging technology and centralizing processing functions, the Companies (Registration Offices and Fees) Amendment Rules, 2024, herald a new era of efficiency and transparency in corporate governance. With these reforms in place, stakeholders can anticipate smoother interactions with regulatory authorities, accelerated processing times, and ultimately, a conducive environment for business growth and innovation.
[ii] https://taxguru.in/company-law/companies-registration-offices-fees-amendment-rules-2024.html
[ii] https://taxguru.in/company-law/companies-registration-offices-fees-amendment-rules-2024.html
Source:
1. https://taxguru.in/company-law/mca-establishes-central-processing-centre-manesar-e-forms.html
2. https://taxguru.in/company-law/companies-registration-offices-fees-amendment-rules-2024.html
This article is written by Mr. Vallabh M Joshi – Senior Manager – [email protected] and Ms. Ruchira Pawase – Research Associate [email protected]
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