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DOCUMENTS/NOTICES TO BE FILED WITH THE REGISTRAR OF COMPANIES

Note : The following abbreviations have been used.

1.

AGM means Annual General Meeting

5.

MAA means Memorandum & Articles of Association

2.

CG means Central Government

6.

RD means Regional Director

3.

GM means General Meeting

7.

ROC means Registrar of Companies

4.

MA means Memorandum of Association

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
Registration
20 1A Filing fees of Rs. 1000/- valid for 60 days.
—Private Limited Company

12, 33 146, 303

 

1, 18 32

 

Form No. 1 to be attached with a copy of MAA and proposed agreement with the Managing/Wholetime Director/s (if any) are to be filed. Also attach Proof of registered office address; NOC from director if registered office is owned by directors; A proof that the company is permitted to use the address as the registered office of the company if the same is owned by any other entity/ person and Certification by Chartered Accountant or Cost Accountant or Company Secretary is required.
—Public Limited Company 12,  33, 146 266, 303 1, 18 32, In addition to Form No. 1, MAA and the agreement as foresaid, Form No. 29 for each Director is also required to be filed. Also attach Proof of registered office address; NOC from director if registered office is owned by dir sectors; A proof that the company is permitted to use the address as the registered office of the company if the same is owned by any other entity/ person and Certification by Chartered Accountant or Cost Accountant or Company Secretary is required

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.

Change of Regd. Office

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.

— In the same city within local limits

146

18

30 days

Pass Board Resolution. Attach Proof of registered office address; NOC from director if registered office is owned by directors; A proof that the company is permitted to use the address as the registered office of the company if the same is owned by any other entity/ person and Certification by Chartered Accountant or Cost Accountant or Company Secretary.

— Outside local limits office of city, town or village

146

23, 18

30 days

Pass Special Resolution at GM. Attach Proof of registered  address; NOC from director if registered office is owned by directors; A proof that the company is permitted to use the address as the registered office of the company if the same is owned by any other entity/person and Certification by Chartered Accountant or Cost Accountant or  Company Secretary.

— 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. Attach Proof of registered office
address; NOC from director if registered office is owned by directors; A proof that the company is permitted to use the address as the registered office of the company if the same is owned by any other entity/ person and Certification by Chartered Accountant or Cost Accountant or Company
Secretary.

— From one State to another

17

24AAA

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. Attach Proof of registered office address; NOC from director if registered office is owned by directors; A proof that the company is permitted to use the address as the registered office of the company if the same is owned by any other entity/ person and Certification by Chartered Accountant or Cost Accountant or Company Secretary. 

Alteration of Objects clause

17, 18

23, 21 24AAA

30 days

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

Rectification of Mistakes

21

68

365 days from the date of approval ofForm 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)

70

2A

Statement in lieu of Prospectus

3 days before 1st Allotment

Memorandum containing salient features of prospectus.

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, Conver-
sion 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 ` 50 per transfer form (if nominal capital to be transferred less than ` 5,000), otherwise ` 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*

125, 127, 135

8

30 days

Along with certified copies of the instrument creating charge.

For Debenture Series

128, 129

10

30 days

Including particulars of commission etc. on Debentures.

Satisfaction* obtaining

138

17

30 days

Upon payment of debt or satisfaction otherwise, after 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 commen-cing any businessor exercising any
borrowing powers

If Prospectus has been issued.

149(2)(a)

20

— do —

If statement in lieu of Prospectus has been filed on ` 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 30 days Members

157

Notice of

situation

For opening or change in situation or for discontinuance

Annual Returns for Company withShare 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 al lmembers 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, auditand 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.* Applicable fees as per Schedule X to the Act.

Appointment/
Reappointment of Cost
Auditor

233B(2)

23C

90 days with the CG from the date of  commencement  of each
financial year

To be filed by company.


233B

23D

30 days from  the date of formal letter of appointment issued by the company

To be filed by Cost Auditor with the CG- acceptance or rejection to be specified.

Secretarial Compliance Certificate

383A

66

30 Days of MGM

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

Application for allotment of Director Identification Number (DIN)

266A-266G

DIN 1, 2,

3 & 4

W.E.F. 9-7-2011, a person having DIN shall use the same
DIN for all purposes under LLP Act, 2008.

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.
– To file an attachment relating to cause of cessation in case of filing for cessation of directorship.


– A director aggrieved with his cessation may file complaint in 'Investor Complaint Form'.


– On examination of complaint , ROC will mark the Company as having "Management Dispute".

Appointment of Relative of Director with remuneration between Rs. 50,000/- 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
b) Registered or Principal Office
c) Director/Secretary
d) Person authorised
to accept service of
document
e) Principal place
in India

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)

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 placeof 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

Prospect us 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:

  1. All companies listed in India and their subsidiaries, including overseas subsidiaries;

  2. 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.

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