* 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 3 months. For renewal another Form 1-A to be filed with
filing fees of Rs. 500. |
| |
Registration |
|
|
|
|
| |
Private Limited
Company |
12,
33, 146, 303 |
1,
18, 32 |
|
Form No. 1 on
stamp paper of Rs. 100. 2 copies 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. |
|
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. |
|
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 1st 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* |
138 |
17 |
30
days |
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,
23 |
Before commencing
30 days |
Pass Special
Resolution at GM. |
| |
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 |
III |
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 |
| b) |
Board resolutions relating to
appointment 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 |
|
192 |
23 |
30
days |
To be accompanied
by Explanatory Statement if S. 173 is applicable and agreement if any. |
|
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 |
Certified 3 copies
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. |
| |
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 wholetime secretary but having a paid-up capital of Rs.
10,00,000/- or more but less than Rs. 2,00,00,000/- 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 from 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 |
To be filed in
duplicate. |
| |
Appointment of Relative of Director with remuneration between Rs.10,000/-
and Rs.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.50,000/-p.m. |
314(1)(b) |
23 |
30days |
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 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 |
|
| Note:
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 low. |