Introduction: The Ministry of Corporate Affairs, New Delhi, issued a significant notification on February 14, 2024, introducing amendments to the Companies (Registration Offices and Fees) Rules, 2014. Under G.S.R. 107(E), these changes aim to enhance the efficiency and streamline the process of application approval, registration, and record-keeping.
Detailed Analysis:
1. Companies (Registration Offices and Fees) Amendment Rules, 2024: The newly introduced rules, effective from February 16, 2024, empower the Ministry to make essential changes. Rule 10A, inserted after rule 10, establishes the Central Processing Center, mandated to examine applications, e-Forms, or documents required under the Companies Act, 2013.
2. Central Processing Center Functions: Under Rule 10A, the Central Processing Center, established under section 396, will scrutinize applications for approval, registration, or record-keeping by the Registrar. The Registrar is obligated to decide on these matters within 30 days, excluding cases requiring approval from higher authorities.
3. Jurisdiction and Scope: The Central Processing Center’s jurisdiction extends nationwide for applications, e-Forms, or documents related to specific company activities. These include filing resolutions, alteration of share capital, name change approval, conversion applications, and various other critical processes.
4. Multiple Applications Handling: In cases of multiple applications filed simultaneously, the Registrar of the Central Processing Center will examine and decide on all applications, ensuring a cohesive and efficient process.
5. Limitations on Powers: Rule 10A emphasizes that the Registrar of the Central Processing Center does not have the authority under section 399 of the Act for applications filed under sub-rule (4). Territorial Registrars will retain their powers under the said section.
Conclusion: The Companies (Registration Offices and Fees) Amendment Rules, 2024, represent a forward-looking step by the Ministry of Corporate Affairs in enhancing the regulatory framework. The establishment of the Central Processing Center streamlines and expedites the approval process for various applications, contributing to a more efficient and responsive corporate governance ecosystem in India. As these rules come into force on February 16, 2024, businesses and stakeholders should familiarize themselves with the changes to ensure compliance and seamless transactions under the Companies Act, 2013.
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MINISTRY OF CORPORATE AFFAIRS
NOTIFICATION
New Delhi, the 14th February, 2024.
G.S.R. 107(E).—In exercise of the powers conferred by sections 396,398,399, 403 and 404 read with subsections (1) and (2) of section 469 of the Companies Act, 2013 (18 of 2013), the Central Government hereby makes the following rules further to amend the Companies (Registration Offices and Fees) Rules, 2014, namely:—
1. (1) These rules may be called the Companies (Registration Offices and Fees) Amendment Rules, 2024.
(2) They shall come into force with effect from 16th day of February, 2024.
2. In the Companies (Registration Offices and Fees) Rules, 2014, after rule 10, the following rule shall be inserted, namely:-
“10A. Central Processing Center.- (1) The Registrar of the Central Processing Center established under sub-section
(1) of section 396 shall examine or cause to be examined every application or e-Form or document required or authorised to be filed or delivered as provided under sub-rule (3), for approval, registration or taking on record by the Registrar.
(2) The Registrar shall take a decision on the application, e-forms or documents within thirty days from the date of its filing excluding the cases in which an approval of the Central Government or the Regional Director or any other competent authority is required.
(3) The provisions of sub-rule (2) to (5) of rule 10 shall apply mutatis mutandis in relation to the examination of application, e-Forms or documents under this rule.
(4) The Registrar of the Central Processing Center shall exercise jurisdiction all over India in respect of the examination of following application, e-Forms or documents, namely:-
|
Sl. No. |
Details of application, e-Form or documents |
| (i) | Filing of Resolutions and agreements to the Registrar under section 117 of the Act in e-Form no. MGT-14 |
| (ii) | Notice to Registrar of any alteration of share capital under section 64 of the Act in e-Form no. SH-7 |
| (iii) | Application for approval of Central Government for change of name under section 13 of the Act in e-Form no. INC-24 |
| (iv) | One Person Company- Application for Conversion under section 18 of the Act in e-Form no. INC-6 |
| (v) | Conversion of public company into private company or private company into public company under sections 14 and 18 of the Act in e-Form no. INC-27 |
| (vi) | Intimation to Registrar of revocation/surrender of license issued under section 8 of the Act in e-Form no. INC-20 |
| (vii) | Return of deposits under sections 73 and 76 of the Act in e-Form no. DPT-3 |
| (viii) | Application to ROC for obtaining the status of dormant company under sub-section (1) of section 455 of the Act in e-Form no. MSC-1 |
| (ix) | Application for seeking status of active company under sub-section (5) of section 455 of the Act in e-Form no. MSC-4 |
| (x) | Letter of Offer under section 68 of the Act in form e-Form no. SH-8 |
| (xi) | Declaration of Solvency under sub-section (6) section 68 of the Act in e-Form no. SH-9 |
| (xii) | Return in respect of buy-back of Securities under sub-section 10 of section 68 of the Act in e-Form no. SH-11 |
(5) In case multiple applications, e-Forms or documents are filed at a time under sub-rule (4), then all the applications, e-Forms or documents shall be examined and decided by the Registrar of the Central Processing Center.
(6) Nothing in this rule shall confer any power on the Registrar of the Central Processing Center under section 399 of the Act in case of applications, e-Forms or documents filed under sub-rule (4), and the Registrar having territorial jurisdiction shall continue to exercise his powers under the said section.”.
[F. No. 01/16/2013 CL-V (Pt-I)]
MANOJ PANDEY, Addl. Secy.
Note : The principal rules were published in the Gazette of India, Part II, Extra ordinary, Section 3, Sub-section (i) vide number G.S.R. 268(E), dated the 31st March, 2014 and last amended, vide number G.S.R. 45(E) dated 20th January, 2023.
