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, 135128, 129 138 |
810 17 |
30 days30 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/-.
|