Section 396 of the Companies Act, 2013 (“the Act”) empowers the Central Government to establish such number of offices as it thinks fit, for the purposes of exercising such powers and discharging such functions as are conferred on the Central Government under this Act or rules made thereunder.
The Ministry of Corporate Affairs (“MCA”) vide Gazette Notification dated 2nd February 2024, established Central Processing Centre at Indian Institute of Corporate Affairs, Plot No. 6,7,8, Sector 5, IMT Manesar, District- Gurgaon (Haryana), PIN Code- 122050 (“CPC”) having territorial jurisdiction all over India effective 6th February 2024.
Further, vide Gazette notification dated 14th February 2024, MCA operationalized the CPC for examination of following forms w.e.f. 16th February 2024:
| S. No. | Description | Form |
| 1. | Filing of Resolutions and agreements | Form MGT-14 |
| 2. | Alteration of share capital | Form SH-7 |
| 3. | Change of name | Form INC-24 |
| 4. | Application for Conversion under section 18 of the Act | Form INC-6 |
| 5. | Conversion of public company into private company and vice versa | Form INC-27 |
| 6. | Revocation/surrender of license issued under section 8 of the Act | Form INC-20 |
| 7. | Return of Deposits | Form DPT-3 |
| 8. | Application for obtaining the status of dormant company | Form MSC-1 |
| 9. | Application for seeking status of active company | Form MSC-4 |
| 10. | Letter of Offer for buy back | Form SH-8 |
| 11. | Declaration of Solvency | Form SH-9 |
| 12. | Return in respect of buy-back of Securities | Form SH-11 |
In line with facilitating ease of doing business, the establishment of CPC shall lead to timely processing of filings under the Act in a centralized manner without physical interaction with the stakeholders. Further, the jurisdictional Registrar of Companies (“ROC”) can refocus on core functions including, but not limited to inquiries, inspection, investigations.
The impact of this change is that all the e-forms as enumerated above shall be processed by the Registrar of CPC and the jurisdictional ROC shall exercise jurisdiction in respect of all other provisions of the Act.
Manner in which application, e-form or document (collectively referred to as “filings”) shall be examined by the Registrar:
√ The registrar of CPC shall take a decision within 30 days from the date of filing (except cases in which approval of the Central Government or the Regional Director or any other competent authority is required).
√ The Registrar may, if he requires, call for further information or intimate defect or incompleteness in the filings on the last intimated e-mail address (in case of unavailability of email address, at the last intimated registered office address of the company or address of person who has filed such application) to furnish such information or to rectify such defects or incompleteness within a period of 15 days (except otherwise provided).
√ If such information is not provided or partially provided, or such defect/ incompleteness is not properly rectified within specified time, the Registrar shall either reject or treat the filing as invalid and shall inform such person in manner specified above.
Hence, the compliance management and corporate governance of all the companies (including small companies) has to be very robust so as to avoid any unnecessary litigation and adjudication as the authorities are cracking down with heavy penalties even for a small non-compliance.
Conclusion: The establishment of the Central Processing Centre is a milestone in the Ministry of Corporate Affairs’ efforts to promote ease of doing business in India. By centralizing the examination of crucial corporate filings, the CPC significantly reduces processing times and minimizes physical interactions, leading to more efficient compliance management and corporate governance. This initiative not only facilitates a smoother operation for businesses but also allows the Registrar of Companies to concentrate on core functions such as inquiries, inspections, and investigations. The introduction of the CPC is expected to have a profound impact on the corporate ecosystem in India, signaling a move towards more streamlined, transparent, and efficient corporate compliance and governance processes.
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very well written, thanks for the knowledge