Back Up Next
 

DOCUMENTS/NOTICES TO BE FILED WITH THE REGISTRAR OF COMPANIES

Note : The following abbreviations have been used.

1. AGM means Annual General Meeting

2. CG means Central Government

3. GM means General Meeting

4. MA means Memorandum of Association

5. MAA means Memorandum & Articles of Association

6. RD means Regional Director

7. ROC means Registrar of Companies

8. Tribunal means National Company Law Tribunal

9. Appellate Tribunal means National Company Law Appellate Tribunal

* Applications would be expeditiously dealt with if the same are certified by a C.A. or a Cost Accountant or a C.S.

** Ministry of Company Affairs has notified the e-Forms as of 10th February 2006, and made operational from 28th February 2006. The Form Nos. mentioned in the tabulation below are the newly notified e-Forms.

Event description

Section

Form No.

Due date

Remarks

INCORPORATION

• Availability of Name

20

1A

Filing fees Rs. 500. Valid for 60 days for renewal for further period of 30 days only by paying Rs. 250/-

• Registration

 

 

 

 

— Private Limited Company

12, 33
146, 303

1, 18
32

Form No. 1 to be attached with a coy of MAA and proposed agreement with the Managing/Wholetime Director/s (if any) are to be filed.

— Public Limited Company

12, 33, 146 
266, 303

1, 18
32,

In addition to Form No. 1, MAA and the agreement as aforesaid, Form No. 29 for each Director is also required to be filed.

• Rectification of Mistakes

20, 12, 33

68

365 days from the date of approval of
Form 1 or
Form 1A.

An application for rectification of mistakes in Form No. 1 & 1A shall be accompanied by fees of Rs. 1000/-.

ALTERATION OF MAA

• Change of Name

21

1A

Seek availability of New Name from ROC along with Board Resolution.

 

 

23

30 days

Thereafter pass a Special Resolution at GM to adopt the new name. Apply to ROC for fresh certificate of incorporation along with changed MAA.

• Change of Regd. Office

 

 

 

 

— In the same city within local limits

146

18

30 days

Pass Board Resolution.

— Outside local limits of city, town or village

146

23, 18

30 days

Pass Special Resolution at GM.

— In the same State but within the jurisdiction of another ROC

17A

23, 18,

30 days

Prior confirmation from Regional Director (application in Form 1AD), Pass Special Resolution at GM. File with ROC a certified copy of confirmation of Regional Director along with amended MA.

— From one State to another

17

23

30 days

Pass Special Resolution at GM. File Petition to CG and file copy with ROC.

 

18, 146

21
18

3 months
30 days

Certified copy of CG's order along with amended MAA with ROC of both the states.

• Alteration of Objects clause

17, 18

23, 21

30 days

Pass Special Resolution at GM. File copy with ROC along with amended MAA.

Rectification of Mistakes

21

68

365 days from the date of approval of
Form 1A.

An application for rectification of mistakes in Form No.1A shall be accompanied by fees of Rs.1000/-.

CONVERSION OF

Private to Public

44, 23

23

30 days

Pass Special Resolution at GM within 30 days of alteration of Articles of Association file prospectus or statement in lieu of prospectus. Thereafter apply for fresh Certificate of incorporation.

Public to Private

31(1)

23
1B

30 days
3 months from Special Resolution

Pass Special Resolution at GM.
File application for approval of ROC and on receipt of
approval order file copy of altered articles within one
month to ROC.

DEPOSITS

Acceptance of Deposits

58A

Prior to Acceptance

Copy of advertisement (if any) or statement in lieu of advertisement.

 

 

Return of Deposits

30th June

Return as on 31st March every year — copy to RBI.

SHARE CAPITAL

DEBENTURES & securities

• Issue – Where Prospectus is issued

60

Prospectus

Before Issue

Including expert's letter of consent and statement that he has not withdrawn his consent, copy of contracts. Share application form to be accompanied with Form 2.
Prospectus to be vetted by SEBI.

• Where no Prospectus is issued

56(3)
 

2A

Memorandum containing salient features of prospectus.

 

70

Statement in lieu of Prospectus

3 days before 1st Allotment

 

• Allotment

75(1)

2

30 days

Return of allotment.

 

75(2)

3

30 days

Particulars of contracts if allotment is otherwise than in cash pursuant to contract not in writing.

• Payment to under-writers in case of shares or debentures not offered to public and disclosed in a prescribed form

76(I)

4

Before payment

 

• Increase pursuant to Government Order

94A, 81(4)

5

30 days

Form duly stamped with CG Order Copy.

• Consolidation of share capital, Conversion of shares into stock, etc.

95

5

30 days

Pass a Resolution altering MAA at GM.

• Increase of share capital or of members

97

5

30 days

Pass a Resolution altering MAA at GM.

• Revalidation of Transfer Deed

108

7C

File with ROC with filing fees of Rs. 50 per transfer form (if nominal capital to be transferred less than Rs. 5,000), otherwise Rs. 100.

• Shelf Prospectus

60A

Shelf Prospectus

Before 1st issue

To be filed by a public financial institution, public sector bank or scheduled bank whose main object is financing.
The shelf prospectus is valid for 1 year from the date of opening of first issue. Information memorandum to be filed prior to the second and subsequent issues.

BUY-BACK OF SECURITIES

• Declaration of Solvency

77A(6)

4A

30 days

To be adopted by Board of Directors and signed by at
least two Directors, of which one should be Managing Director.

• Register of Securities
bought back

77A(9)

4B

On completion of buy-back

Number of securities bought, consideration paid, dates of cancellation of securities/extinguishing, physical, destroying the same, etc. to be included.

• Return for buy-back
of Securities

77A(10)

4C

30 days

Return contains detailed information to be submitted to the ROC in relation to securities bought back.

REGISTRATION OF CHARGES

• Creation/Modification*

• For Debenture Series

• Satisfaction*

125, 127, 135

128, 129

138

8

10

17

30 days

30 days

30 days

Along with certified copies of the instrument creating charge.

Including particulars of commission etc. on Debentures.

Upon payment of debt or satisfaction otherwise, after obtaining signatures of the lender company and the Bank/Financial Institution.

MANAGEMENT & ADMINISTRATION

• Officer in default

 

 

 

 

— Appointment

5

1AA

30 days

If any one director or a person other than director along with consent in Form 1AB.

— Withdrawal of consent

5

1AC

30 days

Upon receiving notice of withdrawal of consent.

• Commencement of Business

149(1)(a)

19

Before commencing any business or exercising any
borrowing powers

If Prospectus has been issued.

 

149(2)(a)

20

 — do —

If statement in lieu of Prospectus has been filed on Rs. 100 Stamp Paper.

• Commencement of New Business

149(2A)(b) (ii)

20A

Before commencing

Pass Special Resolution at GM.

 

 

23

30 days

 

• Foreign Register of Members

 157

Notice of situation

30 days

For opening or change in situation or for discontinuance

• Annual Returns for Company with Share Capital

159

Part II of Sch. V

60 days of
AGM or AGM due

Full particulars of past and present members once in six years — If shares are listed on Stock Exchange to be signed by full time practising Company Secretary.

— Without Share Capital

160

21A

60 days of AGM or AGM due

Along with statement of indebtedness of all registrable charges.

— Notice of Trust

187C

22B

30 days

Upon receiving Forms I and II — Notice of beneficial holdings.

• Special Resolutions, & for the following other resolutions :

 

 

 

 

a) Agreed by all members or class of members which otherwise would have to be passed as Special Resolution

192

23

30 days

To be accompanied by Explanatory Statement if S. 173 is applicable and agreement if any.

b) Board resolutions
relating to appoint-
ment or variation
of the terms of
appointment of a
Managing Director.

 

 

 

 

c) Giving powers to
the Board u/s. 293

 

 

 

 

d) Appointment of sole
selling agent u/ss. 294
and 294AA

 

 

 

 

e) Voluntary winding up

 

 

 

 

ACCOUNTS, audit and secretarial compliance

• Books of Account – Situation other than Registered Office

209

23AA

7 days

Pass a Board Resolution.

• Annual Accounts

220

23AC (B/S) 23ACA (P&L)

30 days

One Copy of Balance Sheet, P & L A/c., Directors'  Report, Part IV of Sch. VI, Auditors' Report laid at AGM –If NOT adopted, statement of non-adoption and reasons therefor.[See Notes 2 and 3]

 

219

23AB

30 days

One copy of abridged accounts in case of listed companies which can be issued to members instead of the full accounts

• Appointment/Reappointment of Auditor

224

23B

30 days of intimation

To be filed by the auditors — acceptance or rejection to be specified.

• Secretarial Compliance Certificate

383A

66

30 days
of AGM

Any Company not required to have a whole time secretary but having a paid-up capital of Rs.10,00,000/- or more but less than Rs. 5,00,00,000/- shall file with ROC a compliance certificate from a secretary in whole-time practice.

DIRECTORS

• Acceptance of Directorship of Public Co.

264, 266 274(1)(g)

32 & 32 Addendum DD-B & DD-C

30 days

Consent to act as a Director to be filed along with acceptance for qualification shares, if any. Additional form to be filed by every Director on his appointment/re-appointment in a Public Co.

• Appointment of Managing/Wholetime
Director/Manager

269

25C

90 days

Appointment as per guidelines in Schedule XIII.

• Appointment or change in Director/Secretary

303

32 & 32 Addendum

30 days

One copy to be filed.

• Appointment of Relative of Director with remuneration between Rs. 10,000/- and
Rs. 2,50,000/- p.m.

314(1)(b)

23

30 days

Pass Special Resolution at GM.
Refer Director's Relatives (Office or Place of Profit) Rules, 2003

• Appointment of Relative of Director with remuneration exceeding Rs. 2,50,000/- p.m.

314(1)(b)

23

30 days

Pass Special Resolution at GM and Central Govt.'s permission Refer Director's Relatives (Office or Place of Profit) Rules, 2003

JOINT STOCK CO.

• Registration of Joint Stock Companies

567

37, 39

Before Registration

Joint Stock Company to be registered under Part IX — registration effective only upon filing documents.

• Registration of Non-joint Stock Companies

568

37 & 39

— do —

Non-joint stock companies to be registered under Part IX.

FOREIGN COS.

• Establishment of place of Business in India

592

44

30 days

Documents and prescribed particulars to be annexed to the Form.

• Alterations of :

 

 

 

 

a) Memorandum, Charter or Articles

593

49 & 52

On/before 31st Jan. of the year following  the year in which alterations are made for (a), (b) & (c)
30 days for (d) and (e)

 

b) Registered or Principal Office

 

 

 

c) Director/Secretary

 

 

 

d) Person authorised to accept service of document

 

 

 

e) Principal place in India

 

 

 

 

 

 

 

 

• Copies of Accounts and Business places list

594

52

9 months
of F.Y.

3 copies of Balance Sheets and P & L A/c. in English or certified translation in English and 3 copies of all business places in India.

• Cease to have place of Business in India

597

52

Forthwith

• Charges/Modifications/ satisfaction of charges & appointment of receiver

600 & 125

55, 56, 57  58, 59 & 60

30 days

• Annual Return

600

Annual Return

60 days of F.Y.

As per Foreign Companies Rules, 1975.

• Books of Account

600 & 209

23AA

7 days

Notice of address of place of maintaining books of account other than the Principal place.

• Prospectus

605

Prospectus Copy

Before issue
in India

• Rectification of Mistakes

592

68

365 days from the date of approval of
Form 44.

An application for rectification of mistakes in Form No. 44 shall be accompanied by fees of Rs. 10,000/-.
 

Note:

1. Sections 391 to 560 covering Compromise and Arrangement, Oppression and Management, Receivers and Managers, Winding-up not mentioned as their usage in day-to-day practice is not frequent.

2. Green Initiative in the Corporate Governance:

The company would be in compliance of section 219(1) of Companies Act, 1956, in case a copy of Balance Sheet, etc. is sent by electronic mail to its member subject to the fact that the company has obtained e-mail address of its member, after giving an advance opportunity to the member to register his e-mail address and changes therein from time to time with the company or with the concerned depository.

3. Ministry of Corporate Affairs has mandated certain class of companies to file balance sheet and profit and loss account for the year 2010-11 onwards by using XBRL taxonomy. The following class of companies have to file the Financial Statements in XBRL Form only from the year 2010-11:

(i) All companies listed in India and their subsidiaries, including overseas subsidiaries;

(ii) All companies having a paid-up capital of Rs. 5 crore and above or a Turnover of Rs. 100 crore or above.

All companies falling under the above category of filing in XBRL Form are permitted to file up to 30.09.2011 without any additional filing fee.


Back Up Next