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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

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 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

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• 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

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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.

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