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Explore the comprehensive guide on timelines under corporate law for CA Inter, CMA Inter, CS. Learn about key regulations, compliance, and important deadlines.

1. If min. no. of members in co. fall below prescribed and co. carries on business with reduced no. for 6 months members cognizant about the fact shall be severally liable for the debts incurred after 6 months.

2. Member & Nominee of OPC to reside in India for a period of not less than 120 days during immediate PFY.

3. If natural person being member becomes member in another co. by virtue of his being nominee in another OPC. He has to meet the eligibility criteria of being member in only one OPC within 180 days.

4. Sec 8 co. can call GM by giving 14 days’ notice

5. Reservation of Name-(i) Proposed Co.-20 days from the date of approval (ii) Name Change by existing Co.-60 days from the date of approval.

6 Direction given by CG Suo Motu / On an application by the proprietor of registered Trademark for change in Name of Co.- Order to be complied within 3 Months. Co. to give notice of such change to RoC within 15 days.

7. Change in Reg Office from One State to another- CG to dispose off application within 60 days.

8. Change in Object Clause-RoC shall register the alteration & certify the registration within 30 days of passing SR.

9. Alteration of AoA to be filed with RoC within 15 days.

10. Every co. shall send copies of MoA/AoA/agreements to be filed u/s 117 to the member within 7 days if so requested by him.

11. Every Co. to have Reg office within 30 days of Incorporation. And it shall file verification of Reg. office within 30 days of Incorporation.

12. Where a co. has changed its name during last 2 years, it shall affix its former name along with new name.

13. Confirmation of change of Reg office from jurisdiction of one registrar to another within same state- To be communicated within 30 days from the date of receipt of application by RD to Co. Co. to file confirmation within 60 days with RoC. RoC to certify the change within 30 days

14. No co. to carry business/exercise borrowing power unless declaration filed by directors within 180 days of date of Incorporation.

15. Prospectus to be issued within 90 days of filing with RoC

16. Information Memorandum to be filed in case of Shelf Prospectus. If advance money received and if applicants want to withdraw their application-Co. to refund all monies within 15 days.

17. Red Herring Prospectus to be filed with at least 3 days prior to opening of subscription list.

18. If the minimum subscription not received 30 days of issue of prospectus, application money to be repaid within 15 days from the closure of issue. Return of Allotment to be filed within 30 days of allotment of any securities.

19. Private Placement offer-Maximum 50 persons or such higher no. as may be prescribed. (Currently 200 prescribed).

20. Private Placement- Co. to allot securities within 60 days of receipt of application money. Return of allotment to be filed within 15 days. If co. not able to allotàrepayment of app. money to be made within 15 days. If co. fails- repayment of app. money with 12% interest.

21. If co. receives money in contravention of provisions of private placement-Subject to sec 42 (11) (deemed public offer) Co. liable to penalty + money to be repaid within 30 days of order of penalty.

Timelines under corporate law

22. Where dividend not paid in respect of a class of pre. shares for a period of 2 yrs or more then they shall have a right to vote on all the resolutions.

23 In case of variation in rights of a class of shareholders-if 10% of shareholders of such class do not consent to the variation they may apply to tribunal for cancellation of such variation within 21 days of passing of resolution.

24. Sweat Equity Shares to be allotted within 1 year of passing SR.

25. Lock-in-period of Sweat Equity Shares- 3 yrs

26. Maximum period for which Preference Shares may be issued- 20 yrs

27. In case of transfer of securities of the co.-Instrument of transfer to be delivered by transferor/transferee to Co. within 60 days of execution.

28. Co. to register transfer of partly paid shares if no objection received by transferee within 2 weeks of receipt of notice sent by Co.

29. Time period for delivery of share certificate-

In case of subscribers to MoA- 2 months from Date of Incorporation

In case of Allotment of shares by Co-Within a period of 2 months from allotment

In case of Transfer or Transmission of Securities-Within 1 month from the receipt of the instrument of transfer by Co. In case of allotment of debenture-Within 6 months from the date of allotment

30. In case of refusal to transfer shares in case of private Co.- Notice of refusal to be to be sent within 30 days

31. Time period for appeal to tribunal against refusal to transfer securities(Private Co.)- (a)If notice received from Co.-30 days from the date of refusal (ii)If no notice received-60 days from the date of delivery of transfer instrument to co.

32. Time period for appeal to tribunal against refusal to transfer securities(Public Co.)- (a)If notice received from Co.-60 days from the date of refusal (ii)If no notice received-90 days from the date of delivery of transfer instrument to co.

33. w.r.t. appeal against refusal to transfer securities- Tribunal may direct the co. to comply with the order within 10 days

34. Within 30 days of alteration of share capital, Co. to give notice to Registrar.

35. In case of Right shares- Offer to be open for Minimum 15 days and Maximum 30 days

36. ESoPs- Minimum 1 year period between grant of options and vesting of options

37. Where CG’s order of conversion of debentures into shares not acceptable to Co.-It may appeal to tribunal within 60 days of communication of such order

38. App. made to CG for Reduction of share capital- CG to take into account representations made by SEBI, RoC & creditors within 3 months of receipt of notice.

39. Co. can give loans to employees (other than directors and KMP) up to 6 months’ salary for purchasing shares of Co/Holding Co.

40. Minimum period of 1 year from the closure of previous buy-back for issuing of offer of buy back

41. Buy-back to be completed within 12 months of passing of Special Resolution.

42. Within 7 days of completion of buy back, securities to be extinguished.

43. Return to be filed with RoC within 30 days of completion of buy-back

44. Debenture trust deed to be executed within 60 days of allotment of debentures

45. Return of allotment of debentures to be filed within 30 days.

46. Co. to file circular of deposit (DPT-1) with RoC within 30 days before the date of issue of circular.

47. Amount equalling at least 20% of deposits maturing in the following FY to be trfd to DRR on or before 30th April every year

48. Minimum Period of Deposits- 6 months Maximum Period of Deposits- 36 months

49. Co. may accept deposits repayable within not less than 3 months but maturing within 6 months up to 10% of (PUSC+Free Reserves +Securities Premium Account)

50. Co. to furnish deposit receipt to depositors within 21 days of receipt of money

51. If co. accepts secured deposits from public it shall create a charge on assets within 30 days of acceptance

52. Entries to be made in Register of deposits within 7 days of issue of the deposit receipt

53. Debenture trust deed to be executed at least 7 days before issuing deposit circular/advertisement.

54. Deposit advertisement shall be valid till the earliest of-

(a) 6 months from the closure of FY in which advt. issued.

(b) The date on which FS are laid down in the AGM is held/should have been held(if AGM is not held)

55. If co. fails to repay deposits at maturity date- 18% p.a. penal interest for overdue period.

56. Copy of instrument of charge to be filed with RoC within 30 days of creation of charge.

57. If charge created before 02-11-2018- extension for registration of charge- 300 days from creation, further extension-6 months from 02-11-2018

58. If charge created on or after 02-11-2018- extension for registration of charge- 60 days from creation, further extension-60 days

59. If charge holder applies for registration of charge, RoC shall send notice to Co., if no objection received, Roc shall allow within 14 days of giving notice.

60. Co. to intimate RoC within 30 days of satisfaction of charge. Extension- 300 days from such satisfaction.

61. Instrument creating/modifying charge to be preserved for 8 years

62. Intimation of appointment of receiver/manager for the property subject to charge to be sent to RoC within 30 days of appointment

63. Entries to be made in register of members within 7 days of approval of board for allotment of shares.

64. Within 30 days of opening of foreign register, Co. to inform RoC in MGT-3.

65. Copy of every entry made in the foreign register to be trfd to registered office within 15 days of making entry.

66. A person whose name is entered in register of members but he doesn’t hold beneficial interest in such shares shall file declaration (MGT-4) within 30 days from the date on which his name is entered in register.

67. Person acquiring beneficial interest in the co. to file declaration within 30 days of such acquisition in MGT-5.

68. Declaration regarding change in beneficial interest to be filed within 30 days with the company.

69. When co. receives a declaration in above 3 points, co. shall make a note of such declaration and file a return with RoC in MGT-6 within 30 days.

70. Every co. maintaining register of Significant Beneficial Owner shall keep it open for inspection during business hours not less than 2 hours on every working day.

71. Every individual who becomes a SBO in reporting co. or whose ownership undergoes any change shall file declaration with reporting co. within 30 days.

72. A co. may close register of members, debenture-holders and other security holders by giving minimum 7 days’ notice period.

73. Registers may be closed by co. for Max. 30 days at one time and aggregate 45 days in a year.

74. Copy of annual return to be filed within 60 days of AGM held/should have been held.

75. Register of members and foreign register of members to be preserved permanently.

76. Register of debenture-holders & other security holders and foreign register of debenture-holders to be preserved for 8 yrs from the date of redemption.

77. Copies of all annual returns and certificates & documents annexed thereto shall be preserved for 8 yrs from the date of filing with RoC.

78. At least 21 days’ clear notice required for calling AGM.

79. Where notice of GM is sent by post, it shall be deemed to be served at the expiration of 48 hours after the letter is post.

80. If quorum not present within half an hour of the appointed time- meeting shall stand adjourned to the same day in the next week at the same time and place or such other time & place as Board may determine.

81. In case of adjourned meeting or of a change in date/time/place of meeting, co. to give 3 days’ notice to members.

82. Proxy received before 48 hours of meeting shall be valid even if AoA provide for a longer period.

83. Every member entitled to vote at meeting shall be entitled to inspect proxy-from 24 hours before the time of AGM till the conclusion of AGM. At least 3 days’ notice to be given to co. regarding his intention to inspect.

84. E-voting facility to be open for not less than 3 days and shall close at 5 pm on the date preceding the date of AGM.

85. In case of voting through postal ballot- Only Assents/dissents received from members within 30 days to be considered.

86. Scrutinizer shall submit report within 7 days of receipt of postal ballots.

87. Requisition for calling General meeting to be deposited-

At least 6 weeks before the GM in case of requisitions requiring notice of resolution.

2 weeks before the GM in other cases.

88. Special notice to be sent by members to co. not earlier than 3 months but at least 14 days before the GM

89. On receipt of special notice, co. to give at least 7 days’ notice to members for passing resolution.

90. Minutes of every meeting to be prepared and signed within 30 days of conclusion of concerned meeting.

91. Minutes book of GM and board & other meetings to be preserved permanently.

92. Minutes book shall be open for inspection at least 2 hours on each working day.

93. Member to be furnished copy of minutes within 7 working days after he makes a request to co.

94. Gap b/w two AGMs shall not exceed 15 months

95. First AGM to be held within 9 months of closing of first FY.

96. Subsequent AGM to be held within 6 months of closing of FY.

97. Registrar may give extension for holding AGM for a period not exceeding 3 months.

98. AGM shall be called during business hours i.e. 9 am to 6 pm

99. Directors shall proceed within 21 days’ to call a meeting on a day not later than 45 days on receiving a receipt of requisition of EGM

100. If directors do not proceed to call EGM as above- requisitions may call EGM within 3 months from the date of requisition.

101. Members may call EGM by giving 21 days clear notice.

102. Notice of EGM to be given to those members whose names appear in the register within 3 days on which the requisition deposited with the co.

103. If loss incurred during the current FY- rate of dividend not to exceed avg rate of dividend during last 3 FYs

104. Amount of dividend to be deposited in separate bank a/c within 5 days from the date of declaration.

105. If dividend not paid/claimed within 30 days of declaration Co. to deposit the amount within 7 days in Unpaid Dividend Account.

106. Within 90 days of transfer to Unpaid Dividend Account, statement of such persons to be placed on co.’s website.

107. Money remaining in Unpaid Dividend Account for 7 yrs to be trfd to IEPF.

108. Decision to keep BoA at any place other than registered office to be filed within 7 days with the RoC.

109. In case of financial info. maintained outside the country, co. to furnish the info. to director within 15 days of seeking the information by such director.

110. BoA and relevant vouchers etc of 8 PFYs to be preserved. In case of investigation ordered against the co., CG may order for a longer period.

111. Time limit for reopening of Accounts- Max 8 immediately PFY on app. made by CG/Income Tax Authorities/SEBI/other regulatory authority/any person

112. Voluntary revision of FS/Board’s report- Upto 3 PFY

113. Revised FS/Board’s report shall not be prepared/filed more than once in a FY.

114. Chairperson and other full-time members of NFRA not to be associated with any audit firm for next 2 yrs from ceasing to hold such office.

115. Copy of FS, audit report, and other documents to be sent to members, debenture trustees etc at least 21 days before the GM.

116. Copy of FS, CFS, other documents to be filed with RoC within 30 days of AGM. (if adopted)

If AGM not held-within 30 days of the last date on which AGM should have been held as provisional FS. In case of OPC-within 180 days from the closure of FY.

117. Auditor to hold office from the Conclusion of 1st AGM till the Conclusion of 6th AGM.

118. Co. to file notice of auditor’s appointment within 15 days of the meeting in ADT-1

119. Term of auditor-Individual- 1 term of 5 consecutive years, Firm- 2 terms of 5 consecutive years. Cooling Period-5 Years

120. First Auditor-

Non-Govt Co.- By BoD within 30 days of registration (for a period till the conclusion of first AGM). If Board Fails- By members within 90 days

Govt Co.-by C&AG within 60 days of registration. If C&AG fails-by Board within next 30 days. If Board Fails-by Members within 60 days

121. Casual vacancy in auditor’s office-

Non-Govt Co.-to be filled by Board within 30 days. If CV caused by Resignation- appointment to be approved by Co. in GM within 3 months of recommendation of Board.

Govt Co.- By C&AG within 30 days. If C&AG fails- by Board within next 30 days

122. Appointment of Auditor of Govt Co.-within 180 days of commencement of FY till the conclusion of AGM

123. Removal of auditor before expiry of his term- Application to CG within 30 days of passing Board Resolution. Co. to hold GM within 60 days of CG’s approval.

124. Resignation by Auditor- Auditor to file ADT-3 with Co., Registrar & C&AG(in case of govt co.) within 30 days of resignation.

125. Where auditor has acted fraudulently and the final order passed by tribunal against him- auditor not eligible to be appointed as auditor in any company for 5 yrs.

126. If auditor comes across fraud involving an amount of-

Rs. 1 crore or above- matter to be reported to the Board/audit committee within 2 days seeking their reply within 45 days. Within 15 days of reply received- auditor to forward his report to CG along with such reply. If no reply received within 45 days- Auditor to submit his report to CG

Less than Rs. 1 crore- matter to be reported to the Board/audit committee within 2 days.

127. In case of govt co.- C&AG shall have aright to conduct supplementary audit/comment upon the audit report within 60 days of receipt of audit report.

128. Within 30 days of receipt of Cost Audit Report Co. to forward it to CG along with explanation on every reservation or qualification.


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June 2024