On Filling of various forms with MCA under the Companies ... of 05.02.2015... ·...

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On Filling of various forms with MCA under the Companies Act 2013

at EIRC-ICAI

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Companies (Amendment) Bill 2014 was introduced in Lok Sabha by Shri. Arun Jaitley on 08th December 2014 and same been passed by

Lok Sabha on 17 December 2014. Rajya Sabha assent is awaited

The Bill, namely, the Companies (Amendment) Bill 2014, inter alia, contains the amendments to the Companies Act, 2013 as under:— 2 (68) Definition of private Company -- Removes the requirement of having Rs. 1 lakh capital. 2 (71) (b) Definition of Public Company -- Removes the requirement of having Rs. 5 Lakh capital. 11 (1) (a) Commencement of business (Declaration) – Omission of company requiring minimum paid up capital Making common seal optional, and consequential changes for authorization for execution of documents 46 (1) Issue of share certificates -- Can now be signed by either 2 directors or 1 director and a company secretary, if any.



New Section 76A inserted Providing for penal consequences for non with deposit provisions u/s 73 and 76: --the company shall, in addition to the payment of the amount of deposit or part thereof and the interest due, be punishable with fine which shall not be less than 1 Crore rupees but which may extend to 10 Crore rupees; and every officer of the company who is in default every officer of the company who is in default shall be punishable with imprisonment which may. Prohibiting public inspection of Board resolutions filed with the ROC The amendment prohibits such public inspection of Board resolutions filed by companies in Form MGT‐14 with the ROC. The intent behind the amendment is that Board resolutions being private internal company matters, public should not be given access to these documents Exemption from Section 185 - loans / guarantee / security to WOS ; and guarantees/securities on loans taken from banks by subsidiaries Rule 10 of the Companies (Meetings of Board and its Powers) Rules, 2014 provides for the same exemption. As a matter of abundant precaution and clarity, the said provisions are proposed to be introduced in the Act itself said provisions are proposed to be introduced in the Act itself



Related party transaction -- Instead of special resolution ordinary resolution would suffice for passing of related party transactions. Transactions between holding and wholly owned companies to no longer require general meeting approval Exempt related party transactions between holding companies and wholly owned subsidiaries from the requirement of approval of non related shareholders. Four fold requirement for such exemption: 1. Has to be a subsidiary company i.e. fulfillment of holding ‘total share capital’ = equity +

convertible pref. capital 2. Has to be wholly owned -- Wholly owned would mean holding ‘ownership capital’ i.e. both

equity + preference (whether or not convertible into equity) This means that company holding entire equity but no preference capital (irrespective

(irrespective of whether it is convertible or not) will not be considered to be a wholly owned subsidiary

3. Accounts should be consolidated with holding co. 4. Such consolidated accounts are placed before shareholders for approval Audit Committee and / or Board Approval would still be required. Amendment made to align with Listing Agreement, except for AC approval

• FILLING FEES STRUCTURES

• INCORPORATION OF COMPANY (SECTION 7)

• CONVERSION OF COMPANY FROM PUBLIC TO PRIVATE OR PRIVATE TO PUBLIC OR FROM PRIVATE TO OPC

• CHANGE OF NAME

• SHIFTING OF REGISTERED OFFICE OF THE COMPANY

• SECTION 12

• ACCOUNTS OF COMPANY

• SECTION 117 & 403

• SECTION 128

• INCREASE IN AUTHORISED CAPITAL

• DEPOSITS

• CHARGE

• PPOL

• RIGHT ISSUE

• MANAGEMENT AND ADMINISTRATION

• APPOINTMENT OF DIRECTORS & KMP

• DISCLOSURE OF INTEREST BY DIRECTORS

• APPOINMENT OF AUDITORS

• SECTION 180

• LOANS AND INVESTMENT

• CORPORATE SOCIAL RESPONSIBIL ITY

• RELATED PARTY TRANSACTIONS

• DORMANT COMPANY

• PENALTY

MAIN TOPICS

FILLING FEES STRUCTURES

Fee for filing e-Forms in case of company having share capital

Nominal Share Capital Fee applicable

Less than 1,00,000 Rs. 200

1,00,000 to 4,99,999 Rs. 300

5,00,000 to 24,99,999 Rs. 400

25,00,000 to 99,99,999 Rs. 500

1,00,00,000 or more Rs. 600

Fee for filing e-Forms in case of company not have share capital (Rs. 200)

Additional fee rules Period of delays Fee applicable

Up to 30 days 2 times of normal fees

More than 30 days and up to 60 days 4 times of normal fees



More than 180 days 12 times of normal fees

Additional Fees for Forms other than Increase in Nominal Share Capital

Sl. no

Period of delays

Forms including charge documents

1. upto 15 days (sections 93 (MGT 10) ,139(ADT1) and 157)

One time

2. More than 15 days and upto 30 days (Sections 93, 139 and 157) and upto 30 days in remaining forms.

2 times of normal filing fees

3. More than 30 days and upto 60 days 4 times of normal filing fees



6. More than 180 days and upto 270 days

12 times of normal filing fees

The additional fee shall also applicable to revised financial statement or board’s report under sections 130 and 131 of the Act and secretarial audit report filed by the company secretary in practice under section 204 of the Act.

GNL 2

RD 1

CG 1

• PAS 2, PAS 4, SH 9, DPT 1, DPT 3, DIR 9, NDH 1 and NDH 3

• CHG 8, MGT 3, ADT 2, DIR 5, NDH 2

• DIR 10

FORM TO BE FILED AS AN ATTACHMENTS

Online Forms available now MGT 10, ADT 1, ADT 3, DPT 4

INCORPORATION OF COMPANY (SECTION 7)

• Name Availabilty-INC-1

• Cancellation of Name Reserved in 6 months

• Collect & Sign all Documents-within 60 days

• Submission of Forms –INC-7-22-12

• GET COI

COMPANY INCORPORATION

Forms Section Purpose Old Forms

INC-1 4(4) Application for Reservation of Name 1A

INC-2 3(1) &7(1) OPC-Application for Incorporation -----

INC-3 3(1) OPC-Nominee Consent -----

INC-4 3(1) OPC-Change in Member/Nominee -----

INC-5 Specified in rule

OPC- Increasing threshold -----

INC-6 18 OPC-Application for Conversion -----

INC-7 7(1) Application for Incorporation 1

INC-8 ---- Declaration by CA/CS/CW/Adv -----

INC-9 ---- Affidavit by Subscriber (on Stamp paper) -----

INC-10 Specified in rule

Form to Verify sign. Of Subscriber from Bank

-----


INC-11 7(2) COI -----

INC-12 to Inc 20

----- Sec 8 Companies -----

INC-21 11(1)(a) Declaration for Commencement of Business 20

INC-22 12(2) &(4) Notice of situation of Registered off add 18

INC-23 12(5) & 13(4) Application to RD for Shift of Registered off from One state to another

24AAA

INC-24 13(2) Application to CG for Change of Name- 1B

INC-25 ----- COI on change of Name -----

INC-26 Specified in Rule

Advert format for Lice 8 ------

INC-27 14 Conversion of Pub to Private and vice versa- 1B

INC-28 ---- Notice of Order of Court or other Auth 21

1. Proof of relation 2. In principle approval from the concerned regulator; (like IRDA, RBI, SEBI,

MCA) 3. NOC -----from the sole proprietor / partners /other associates; 4. NOC from existing company, 5. Copy of affidavit, in case proposed name including phrase ‘Electoral Trust’ 6. Order of tribunal as required in rule 8(8) 7. NOC from such other persons as required in rule 8(4) ---other than the

promoters and close blood relatives 8. In case the Name(s) are based on a Registered trademark or is a subject matter of an application pending for registration under the Trade Marks Act, 1999, the approval of the owner of the trademark or the applicant of such application for registration of Trademark; 9. If change of name is due to direction received from the Central Government, then copy of such direction; 10. Copy of BR--- in case of change of name of an existing company 11. Copy of CG--- approval when the proposed name contains such word(s) or expression(s) for which the approval of Central Government is required.

In case the key word used in the name proposed is the name of a person other than the name(s) of the promoters or their close blood relatives

NOC (R 2.5(4))

In case the name includes the name of relatives

The proof of relation shall be attached.

Words coined out of the names of Promoters/relatives

It shall be mandatory to furnish the significance and proof thereof.

The applicant shall declare in affirmative or negative

whether they are using or have been using in the last 5 years , the name applied for incorporation of company or LLP in any other business constitution like Sole proprietor or Partnership or any other incorporated or unincorporated entity . If yes, details thereof and NOC from other Partners and Associates for use of such name. (R 2.5(5))

The Applicant shall also give a declaration whether such other business shall be taken over by the Company or not.

KEY POINT: If any company has changed its activities which are not reflected in its name ----It shall change its name in line with its activities within a period of 6 months from the change of activities after complying with all the provisions as applicable to change of name. The name is reserved for 60 days from the date of filing instead of the date of approval.

CANCELLATION OF NAME RESERVED Section 5(ii)

If after reservation of name, it is found that the name was applied by furnishing wrong information, then-

The reserved name shall

be cancelled.

The Registrar may direct the company to change its name within 3 months.

If company has not been incorporated

If company has been incorporated

Shall be liable to a penalty which may extend up to 1 lakh.

Take action for striking off the name of the company from

the Register of companies.

Make petition for winding up

of the company

After the name approval file

Form INC.7 Application for Incorporation of Company (Other than OPC),

INC. 22 (Notice of situation or change of situation of registered office) and

DIR-12 (Particulars of appointment of Directors and the key managerial personnel and the changes among them)

for registration of the new company within 60 days of application for reservation of name.

Form INC 22 is to filed within 30 days from the date of Incorporation of a Company (In case the address for correspondence is not the address of the registered office of the Company)

Information / Documents required for filing Form INC. 7 (Form No.1) No. of Shares Subscribed

Draft MOA as per INC-13 and AOA

Subscriber page duly signed by the subscriber in his/her own hand, his/her father's name, occupation, address and the number of shares subscribed and in the presence of one witness who shall attest the signature and shall likewise sign and add his name, address, description and occupation

Declaration by an advocate, a CA, ICWA or CS in practice in Form INC-8

Affidavit from each of the subscriber to the memorandum and each of the first directors named in the articles in Form INC-9

Proof of Residential Address like (Bank Statement/Electric Bill / Telephone Bill / Mobile Bill) (not older than 2 months)

2014.05.14_CL Exports_Form_INC-7.pdf


Proof of identity

Specimen Signature in Form INC-10 (in case company is 'Not having share capital')

Entrenched AOA (if any of the articles are entrenched)

NOC in case there is change in the promoters (first subscribers to Memorandum of Association)

Proof of nationality in case the subscriber is a foreign national .

PAN card (in case of Indian national)

Copy of certificate of incorporation of the foreign body corporate and proof of registered office address (if any)

Certified true copy of BR/consent by all the partners authorizing to subscribe to MOA (if any)

ADDITIONAL REQUIREMENTS

IF SUBSCRIBER IS AN INDIVIDUAL

Recent Photograph, affixed and scanned.

Nationality , Occupation, PAN , Proof of Identity, Proof of Nationality (In case of Foreign National)

Date of Birth and District & Place of Birth, Educational Qualifications

Permanent Residential Address and also Present address (State time since residing at present address, if stay less than 1 year, then address of previous residential address.

E-mail Id, Mobile no., Phone no. and Fax no.

Residential Proof (Bank Statement/Electric Bill / Telephone Bill /

Mobile Bill)

Specimen Signature in Form INC.10 to be verified by Bankers

If Subscriber is a director of other company, then details such as Name, CIN no. ,Whether interested as Director/Promoters, be provided

IF SUBSCRIBER IS A BODY CORPORATE CIN , GLN, if Any

Name of the BC.

Registered office address , E-mail Id

If BC is Company, Board Resolution specifying – - Authorization to subscribe to MOA - To make investments in the company - Number of shares proposed to be subscribed - Name, address and designation of person authorized to subscribe

If Body Corporate is LLP – Resolution agreed by all partners, specifying - - Authorization to subscriber - To make payment in the company - Number of shares - Name of the Partner authorized to subscriber

Section 7(1)(e) particulars for person subscribing for body corporate

If Foreign BC– - Certificate of Incorporation - Registered office Address along with Proof

FORM INC-7 (Application for Incorporation of Company (Other than OPC)) Memorandum of Association (MOA) filing fee (in case of company having share capital)

Nominal Share capital Other than OPCs and Small

Companies

Small Companies

Fixed For every 10, 000 or

part thereof

Fixed For every 10, 000

or part thereof

Up to 1, 00, 000 5,000 NA 2,000 NA

More than 1,00,000 up to

5,00,000

5,000 + 400 2,000 NA


10,00,000

21,000 + 300 2,000 NA


50,00,000

36,000 + 300 2,000 + 200


1,00,00,000

1,56,000 + 100 NA NA

More than 1,00,00,000 2,06,000 + 75 NA NA

At the time of incorporation of the company, if fee payable on authorized capital is exceeding Rupees two Crore and fifty Lakhs then the fee applicable shall be limited to two Crore and fifty Lakhs only. Memorandum of Association (MOA) filing fee (in case of company not having share capital)

Number of members Fee applicable

Up to 20 members 2,000

More than 20 but up to 200

members

5,000

More than 200 members (If number

of members not stated as unlimited

in AOA)

5,000 + Rupees 10 for every member, after

the first 200

The maximum fee payable to the Registrar for registration of a new company not having share capital is fixed at rupees 10,000. Fee for filing Articles of association (in case of company having share capital)


Less than 1,00,000 Rupees 200

1,00,000 to 4,99,999 Rupees 300

5,00,000 to 24,99,999 Rupees 400

25,00,000 to 99,99,999 Rupees 500

1,00,00,000 or more Rupees 600

Fee for filing Articles of association (in case of company not having share capital) Fees Applicable- Rupees 200 per documents. Fee for filing form INC-7 (in case of company having share capital)



1,00,000 to 4,99,999 Rupees 300

5,00,000 to 24,99,999 Rupees 400

25,00,000 to 99,99,999 Rupees 500


Fee for filing Form INC-7 (in case of company not having share capital) Fees Applicable- Rupees 200 per documents.

Information / Documents required for filing Form INC. 22(Form 18) Proof of registered office address (Conveyance/ Lease deed/ Rent Agreement etc. along with the rent receipts is required to be attached). Copies of the utility bills (proof of evidence of any utility service like telephone, gas ,electricity, mobile bill etc. depicting the address of the premises not older than two months is required to be attached). Proof that the company is permitted to use the address as the registered office of the Company ………. (Authorization from the owner or occupant of the premises along with proof of ownership or occupancy and it is mandatory if registered office is owned by any other entity/ person (not taken on lease by company).

Full address of the police station under whose jurisdiction the registered office is situated



Information / Documents required for filing Form DIR. 12 (Form 32) Consent letter as per format attached in DIR. 2

Interest in other entities of director it is mandatory to attach in case number of entities entered is more than one.

Declaration by first director.

2014.05.14_CL Exports_Form_DIR-12.pdf

2014.05.14_CL Exports_Form_DIR-12.pdf

Declaration prior to the commencement of business or exercising borrowing powers

(For Private & Public both ) NEW FORM INC 21

ATTACHMENTS

Specimen signature of all subscriber to MOA in

Form INC10 – Should be certified by your

banker or notarized

A declaration printed in Rs. 20 stamp paper

(based on the state of registration) – Should be

signed by a director and notarized. Stamp

paper should be in the name of the company.

If the company is regulated by any sectoral

regulator, then certificate of registration issued

by the RBI (only in case of NBFC) or from

other regulators are required to be attached.

Declaration as per Section 11(1)(a & b)

As per section 11(2) of companies act 2013, if any default is made in compliance to these provisions then the company shall be liable to a penalty which may extend to Rs.5000 and every officer who is in default shall be punishable with fine which may extend to Rs. 1000 per day during which such default continues (section 11(2) of Companies Act, 2013)

ONE PERSON COMPANY

• ONE PERSON COMPANY

ONE PERSON COMPANY OPC is a Private Company with only One Person as Member Section 2(62) read with Sec 3(1).

Person is :

A Natural Person – a Company cannot form OPC

An Indian Citizen – a Foreign National cannot form OPC

Resident in India. – Stayed in India for a period of not less than 182 days during immediate preceding financial year.

A person cannot be a member of more than 1 OPCs. Rule

If a person becomes a member by reason of nomination, he has to comply within 180 days.

Minimum One Director – Sec 149(1)(a) Person indicated in MOA to be first director.

1. OPC is not required to conduct AGM

2. Provisions of Section 98 and section 100 to 111 does not apply to OPC like---

Power of Tribunal to call meetings of members -98

Calling of EGM-100

Notice of meeting-101

Explanatory statement-102

Not to maintain Quorum of meeting-103 & Others—Chairman, Proxy, Voting, Poll, Ballot

3. Financial statement to be signed by 1 director

ADVANTAGES OF OPC

Application for Incorporation of OPC

NEW FORM INC. 2 (NO OLD FORM)

ATTACHMENTS

Mandatory attachments 1. MOA 2. AOA 3. Proof of identity of the member and the nominee 4. Residential proof of the member and the nominee 5. Copy of PAN card of member and nominee 6. Consent of nominee in Form INC-3 7. Affidavit from the subscriber and first Director to the MOA in Form INC-9 Conditional Attachments 8. Specimen signature in Form INC-10 (for Companies not having share capital) 9. Entrenched Articles (if any) 10. Proof that the company is permitted to use the address of the registered office of the company if the same is owned by director/any other entity/ Person (not taken on lease by company). 11.Consent to act as a director in case subscriber and director are the same persons. Optional Attachments 12. List of all the companies (specifying their CIN) having the same registered office address, if any. 13. Any other information can be provided as an optional attachment(s).

Form for Consent of Nominee (OPC)


ATTACHMENTS

As an attachment to Forms INC-2, INC-4 or INC-6 as the case may be. 1. Copy of PAN card 2. Proof of identity 3. Residential Proof (Not older than 2 months)

KEY POINTS: 1. Fill the full Form 2. Take Printout 3. Sign the Form 4. File as an attachment to the Forms INC-2, INC-4 or INC-6 as the case may be.

Change in Member / Nominee (OPC)


ATTACHMENTS

1. Consent of the nominee in Form INC-3 2. Copy of PAN card of the new nominee and/or new member 3. Proof of identity of the new nominee and/or new member 4. Residential proof of the new nominee and/or new member 5. Notice of withdrawal of consent filed by the nominee (in case withdrawal is by nominee) 6. Copy of intimation given by member for change in nominee (in case intimation about change in the name of the nominee) 7. Proof of Cessation of member in case of intimation of cessation of member)

Intimation exceeding threshold (OPC)-50/2cr


ATTACHMENTS 1. Certified true copy of board resolution where person giving notice has been authorized 2. Copy of the duly attested latest financial statements 3. Certificate from a Chartered Accountant in practice for calculation of average annual turnover during the relevant period – This certificate is mandatory to attach if the threshold limit is exceeded on account of average annual turnover

FINE: If One Person Company or any officer of the OPC

contravenes the provisions of Section 469(1) read with rule 6, OPC or any officer of the OPC shall be punishable with fine which may extend to ten thousand rupees and with a further fine which may extend to one thousand rupees for every day after the first during which such contravention continues.

Intimation to Registrar of Revcation/surrender of License

issued under Section 8


ATTACHMENTS

1. Copy of Order

of Central

Government

2. Certified true

copy of altered

memorandum

and articles of

association

3. Declaration of

directors for

compliance of

conditions in case

of surrender of

license

CONVERSION – 1. PUBLIC TO PVT 2. PVT TO PUBLIC

3. PVT TO OPC

CONVERSION FROM PVT. CO TO PUBLIC

CONVERSION FROM PUBLIC CO TO PVT.

• Position under Companies Act, 2013 Legal Provisions related to Conversion of Private Company into Public Company are given in Section 14 read with section 18 of the Companies Act, 2013 read with Rule Section and Rule 33 of Companies (Incorporation) Rules, 2014. E-Form INC27 is required to be filed for this conversion pursuant to section 14 and rule 33. Rule 33 of Companies (Incorporation) Rules, 2014, are reproduced for your quick reference: Rule 33: Alteration of Articles 1. For effecting the conversion of a private company into a public company or vice versa, the application shall be filed in Form No.INC 27 with fee. 2. A copy of order of the competent authority approving the alteration, shall be filed with the Registrar in Form No. INC 27 with fee together with the printed copy of the altered articles within fifteen days of the receipt of the order from the Central Government.

• Explanation For the purposes of this sub-rule, the term “competent authority” means, the Central Government.

Conversion of Companies already registered [Section18] • Section 18 of the Companies Act, 2013 allows an existing Company to convert itself as a Company of other class by altering

its memorandum and articles of association in the manner prescribed in Chapter II of the Companies Act 2013. Section 13 provides for alteration of Memorandum of Association whereas Section 14 provides for alteration of Articles of Association.

Adoption of New Set of Articles for Public Company • Articles of a Private Company usually contains certain restrictions so during conversion process it is advisable to adopt a

new set of articles for resulting public company in order to avoid any future administrative inconvenience. You may find

various clauses like quorum for General Meeting, Number of Directors etc which needs to be redrafted again as per Public company. So, It is, advisable to adopt a new set of Articles applicable to a public company.



1. Call BM. 2. Give 21 clear days notice to members for GM Agenda:- 1. Alteration of MOA, 2. Alteration of AOA, 3. Conversion of Company 3. File E-Form MGT14 within 30 days from GM. 4. In the third and last step, the public company has to file E-Form INC27 with ROC

within 15 days with following attachments;

AOA-MOA- altered with name

BR

Minutes of GM

Post Conversion formalities 1. Intimate all the concerned authorities like Excise and sales tax etc about the status change. 2. Arrange new PAN No. of the company. Update company bank account details. 3. Arrange new stationary with new name of the Company. 4. Analyze your newly adopted AOA and MOA and remove all things which are in contradiction with the conditions of AOA. 5. All Act applicable to public Companies need to be complied Pre Conversion formalities 5. Raise the paid-up capital to minimum Rs. 5 lakhs, if the same is less than Rs. 5 lakhs. 6. Increase Number of Director to minimum 3 Directors.

CONVERSION FROM PUBLIC CO TO PVT.

• CONVERSION FROM PUBLIC CO TO PVT.

For Conversion of Public into Private Company

1. Call BM. 2. Give 21 clear days notice to members for GM

3. File E-Form MGT14 within 30 days from GM.

4. In the third and last step, the public company has to file E-Form INC27 with

ROC within 15 days with following attachments;

AOA-MOA- altered with name

Order of Tribunal in case conversion of public into private company.

Order for condonation of delay - In case form is filed after due date of filing

Minutes of the member’s meeting where approval was given for conversion and

altered article of association

At present the ROC is requiring the Companies to attach an affidavit declaring that

the Company had not accepted deposits. (This is no where given in the Act)

Section 14(1)& (2) of CA, 2013 have not been notified by the MCA. In view of this Section 31(1) (2A) of the CA, 1956 still remains till the corresponding provisions of the CA, 2013 has been notified. The CG has delegated the Power vide its notification of 10th July 2012 to ROC for making application for conversion vide notification dated 11th June, 2014.



1,00,000 to 4,99,999 Rupees 300

5,00,000 to 24,99,999 Rupees 400

25,00,000 to 99,99,999 Rupees 500


FORM INC-27 (Conversion of public company into private

company or private company into public company)

Fees (In case of Company having share capital)

Fee (in case of company not having share capital) Rupees 200

CONVERSION FROM PVT CO TO OPC

• CONVERSION FROM PVT CO TO OPC

Eligibility Criteria:- Has paid up capital of Rs. 50 Lacs or less, or Average Annual Turnover during the relevant period of Rs. 2 crores or less

Conversion by Passing a Special Resolution in General Meeting.

Conversion Compliance Before passing SR, Company to obtain NOC from members and creditors File SR with ROC within 30 days in form no. MGT.14. File an application to ROC in INC.6 for conversion by attaching following documents:

Directors shall give a Declaration by an Affidavit that all members and creditors have given consent for conversion, the paid up capital is 50 lakhs or less or Average annual turnover is less than 2 crores List of members and creditors Latest audited B/s and P&L Account Copy of NOC from secured creditors On being satisfied ROC shall issue the Certificate

Application for Conversion (OPC)


ATTACHMENTS

1. Altered MOA

2. Altered AOA

3. Copy of the duly attested latest financial statement.

4. Copy of board resolution authorizing giving of

notice

5. Certificate from Chartered Accountant if the

conversion is, because of exceeding average annual

turnover

Following attachments are mandatory in case of

conversion of private company into OPC,

6. Affidavit

7. Certified true copy of minutes, list of creditors and

list of members.

8. Copy of NOC of every creditors.

9. Consent of the nominee in Form No. INC-3 along

with all enclosures

10. Copy of PAN card of the nominee and member.

11. Proof of identity of the nominee and member.

12. Residential proof of the nominee and member.

FINE : If any default is made in complying with the requirements of this section 11, the company shall be liable to a penalty which may extend to five thousand rupees and every officer who is in default shall be punishable with fine which may extend to one thousand rupees for every day during which the default continues.

KEY POINT: No Certificate of commencement will be issued unless Company having share capital can commence the business and exercise its borrowing powers only after filing a declaration in e-Form INC-21 and particulars of the registered office address with the concerned ROC.

CHANGE OF NAME

1. Make an application for name along with the copy of Board Resolution in Form INC 1

2. Obtain shareholders approval and inform ROC in Form MGT 14

3. Approval for change of Name by making application in Form INC 24

APPLICATION FOR APPROVAL OF CENTRAL GOVERNMENT FOR CHANGE OF NAME AFTER RESERVATION OF NAME

NEW FORM INC 24 (old Form 1B)

1. Minutes of the member’s meeting

2. Copy of any approval order obtained from the concerned authorities

(certificate of INC 1)

3. A certificate from chartered accountant regarding turnover details from new

activity, If change of name is due to change in main activity of the company. 4. Altered MOA and AOA – optional (if ROC requires)

KEY POINT: An existing company seeking for change of name shall apply to Central Government (ROC) by filing an application in e-Form INC-24. For changing the name, company is required to have a name reserved by filing e-Form INC-1 and shall have passed the special resolution. As per MCA notifications dated 21.05.2014 power u/s 13(2) - Change of name of Company had been delegated to ROC

ATTACHMENTS

FORM INC-24 (Application for approval of Central Government for change of name)

Application made Other than OPC &

Small company

OPC & Small

company

By a company having an authorized share capital of:

1. Up to Rupees 25,00,000

2. Above Rupees 25,00,000 but up to Rupees

50,00,000

3. Above Rupees 50,00,000 but up to Rupees

5,00,00,000

4. Above Rupees 5,00,00,000 but up to Rupees 10

Crore or more

5. Above Rupees 10 Crore

2,000

5,000

10,000

15,000

20,000

1,000

2,500

NA

NA

NA

By a company limited by guarantee but not having a

share capital

2,000 NA

By a company having a valid license issued under

section 8 of the Act (Section 8 Company)

2,000 NA

SHIFTING OF REGISTERED OFFICE

Application to Regional Director for approval to shift the registered office from one state to another state or from jurisdiction of one registrar to another within the state

NEW FORM INC-23 ATTACHMENTS

1. Application (Petition) and MOA/AOA. 2. Notice and Explanatory statement. 3. SR. 4. Extract of Minutes of EGM. 5. Proof of service of the application to ----Registrar, ---- Chief Secretary of the state, ----SEBI or any other regulatory authority, if applicable. (RBI) 6. Power of attorney/ vakalatnama/ Board resolution. 7. List of creditors and debenture holders. 8. Affidavit from Directors in terms of rules.

CONTINUATION……

9. Affidavit verifying the application. 10. Affidavit by the CS of the company and the Directors in regards to the correctness of list of creditors and affairs of the company. 11. Affidavit by directors about no retrenchment of employees. Affidavit verifying the list of creditors. 12. It is mandatory to attach in case if there is any prosecution is pending against the co. or if any inquiry, inspection or investigation is initiated against the co. 13. Copy of newspaper advertisement for notice of shifting the registered office. It is mandatory to attach copy of newspaper publication in case if the registered office is shifting within the state. 14. Copy of objections (if received any) Any other information can be provided as an optional attachment(s).User is required to send the copy of newspaper publication in case of shifting of registered office from one state to another.

FORM INC-23 (Application to the Regional Director for approval to shift the Registered Office from one state to another state or from jurisdiction of one Registrar to another Registrar within the same State) Fees (In case of Company having share capital)

Application made Other than

OPC & Small

company

OPC &

Small

company

By a company having an authorized share

capital of:

1. Up to Rupees 25,00,000

2. Above Rupees 25,00,000 but up to

Rupees 50,00,000

3. Above Rupees 50,00,000 but up to

Rupees 5,00,00,000

4. Above Rupees 5,00,00,000 but up to

Rupees 10 Crore or more

5. Above Rupees 10 Crore

2,000

5,000

10,000

15,000

20,000

1,000

2,500

NA

NA

NA

By a company limited by guarantee but not

having a share capital

2,000 NA

By a company having a valid license issued

under section 8 of the Act (Section 8

Company)

2,000 NA

NOTICE OF THE COURT OR THE COMPANY LAW BOARD ORDER

NEW FORM INC-28

ATTACHMENTS

-Copy of Court order or

-CLB order or -order by any other competent authority

PENALTY: If any default is made in complying with the provisions of section 111(5), the company and every officer of the company who is in default shall be liable to a penalty of twenty-five thousand rupees.

Under Companies Act 2013 Section 12(6)-One ROC to other, within same state Section 13(7)-shifting Section 58(5) (old 111)-Refusal of registration of AOA/transfer/transmission Section 87 (old 141)-charge condonation Section 111(5) – circulation of members resolution

Under 1956 Act 391/394/396/397/398/621A/81(4)

REGULAR COMPLIANCES

EVERY COMPANY SHALL—[SECTION 12(3)]

(a) paint or affix its name, and the address of its registered office, and keep the same painted or affixed, on the outside of every office or place in which its business is carried on, in a conspicuous position, in legible letters, and if the characters employed therefor are not those of the language or of one of the languages in general use in that locality, also in the characters of that language or of one of those languages;

(b) have its name engraved in legible characters on its seal;

(c) get its name, address of its registered office and the Corporate Identity Number along with telephone number, fax number, if any, e-mail and website addresses, if any, printed in all its business letters, billheads, letter papers and in all its notices and other official publications; and

EVERY COMPANY SHALL—[SECTION 12(3)]

(d) have its name printed on hundies, promissory notes, bills of exchange and such other documents as may be prescribed: Provided that where a company has changed its name or names during the last 2 years, it shall paint or affix or print, as the case may be, along with its name, the former name or names so changed during the last two years as required under clauses (a) and (c): Provided further that the words ‘‘One Person Company’’ shall be mentioned in brackets below the name of such company, wherever its name is printed, affixed or engraved.

Forms Section Purpose

AOC-1 129(3) Statement Containing Salient Features of Financial statement of SC/AC/JV (Format)

AOC-2 134(3)(h) Form for disclosure of Particularsof Contract as entered with RPT in 188(1) including Arm length transactions in Board Report (Format)

AOC-3 136(1) Form of Abridge Financial Statements(Format)

AOC-4 137 Form for Filling of Fin St & other doc with ROC Certified by CA only

AOC-5 128 Forms to be filled for Notice of address at which books of account are maintained

CH IX ACCOUNTS OF COMPANIES(AOC)

At present no new form has been notified old form 23AC, 23ACA & 23AC XBRL , 23ACA XBRL are filed.

Forms to be filled for Notice of address at which books of account are maintained (Section 128)

NEW FORM AOC 5

1. Copy of Board Resolution.

2. Other necessary attachments as per

applicable rules and sections

ATTACHMENTS

A copy of every resolution or any agreement, in respect of matters specified in sub-section (3) together with the explanatory statement under section 102, if any, annexed to the notice calling the meeting in which the resolution is proposed, shall be filed with the Registrar within 30 days of the passing or

making thereof in Form MGT.14 or within

from the date by which it should have been submitted with such additional fees as specified u/s 403 (Chapter 24, Rule 12)

After 270 days

Fill up SRN No. of Form INC -28 (Order of Court / CLB???)

INCREASE IN AUTHORISED

CAPITAL

Increase in Authorized Capital

1. Call BM. 2. Give 21 clear days notice to members for EGM 3. File E-Form MGT14 within 30 days from EGM. 4. In the third and last step, the public company has to file

E-Form SH 7 with ROC within 30 days with following attachments;

Altered MOA

Altered AOA (if any).

Minutes of the member’s meeting where approval was

given for increasing the Authorized Capital.

Notice with Explanatory Statement of EGM

FORM SH-7 (Notice to Registrar of any alteration of share capital)

The Companies (Fee for filings with Registrar of Companies) Rules, 2014 Fee applicable in case purpose of form is: 1. ‘Increase in Authorized Capital Independently’ 2. ‘Increase in Authorized Capital due to Central Government Order’ MOA Registration Fees

Nominal Share capital Other than OPCs and

Small Companies

OPC and *Small

Companies

Fixed For every

10, 000 or

part thereof

Fixed For every

10, 000 or

part thereof

Up to 1, 00, 000 5,000 NA 2,000 NA


5,00,000

5,000 + 400 2,000 NA


10,00,000

21,000 + 300 2,000 NA

More than 10,00,000 up

to 50,00,000

36,000 + 300 2,000 + 200

More than 50,00,000 up

to 1,00,00,000

1,56,000 + 100 NA NA

More than 1,00,00,000 2,06,000 + 75 NA NA

Notes: At the time of increasing the authorized capital, if fee payable on increased authorized capital is exceeding Rupees two Crore and Fifty Lakhs then the fee applicable shall be limited to two Crore and Fifty Lakhs. For increasing the authorized share capital, the difference between fee applicable on the increased share capital and fee applicable on existing authorized capital, at the rates prevailing on the date of filing the notice, shall be payable. For this purpose, the rates will be same as specified above.

DEPOSIT

CHAPTER-V DEPOSITS(DPT)


DPT-1 Circular in Form of Advertisement ------

DPT-2 Deposit Trust Deed ------

DPT-3 Return of Deposits ------

DPT-4 Statement Regarding Deposits existing on Commencement of Act to be filed in 3 months Sec 74-1-a

------

•DPT- 1 AND 3 shall be filed as an attachment to form GNL 2. •Earlier DPT 4 was also filed as an attachment to form GNL 2.

DEPOSIT

FOLLOWING DOCUMENTS

FILLED AS AN ATTACHMENT

TO DPT-3

• - • --- • -

1. Auditor’s certificate; 2. Deposit insurance contract; 3. Copy of trust deed; 4. Copy of instrument creating charge; 5. List of depositors indicating -name, -address, -amount deposited, repaid during the year -outstanding, interest due, paid and payable as at the close of the F.Y. & separately indicating deposits not yet matured, matured, claimed and paid and matured, claimed but not paid and matured but not claimed for payment. -List of deposits matured, -cheques issued but not yet cleared to be shown separately. 6. Optional attachment, if any.

FOLLOWING DOCUMENTS FILLED

AS AN ATTACHMENT TO DPT-4

1. Auditor’s certificate;

2. List of depositors indicating -name, -address, -amount deposited, repaid during the year -outstanding, interest due, paid and payable as at the close of the F.Y. -and separately indicating deposits not yet matured, matured, claimed and paid and matured, claimed but not paid and matured but not claimed for payment. -List of deposits matured, -cheques issued but not yet cleared to be shown separately. 3. Optional attachment.

FROM MEMBERS ONLY SECTION 73(2)

Pass SR

Create Deposit Repayment Reserve Account

Issue CIRCULAR including a STATEMENT showing: Financial Position Credit Rating obtained Total Number of Depositors Amount due in respect of previous deposits, Such other particulars as may be prescribed.

Provide DEPOSIT INSURANCE

File Circular & Statement with ROC within 30 days of issue

Issue NO DEFAULT CERTIFICATE

Provide SECURITY & creation OF CHARGE

FINE SHALL NOT BE LESS THAN 1CR BUT MAY EXTEND TO 10 CR.

OFFICER IN DEFAULT SHALL BE PUNSHIBLE WITH IMPRISONMENT AND FINE NOT LESS THAN 25LACS AND EXTEND TO 2 Cr.

PRIVATE CO. May accept deposits only from its Members in the manner provided in Section 73(2)

EXCEPTIONS Not Applicable to Banking Company and NBFCs as defined in RBI Act and to such other Company as CG may specify. (Proviso to Sec 73(1)) All Companies, Public or Private, may accept deposits only from its Members in the manner provided in Section 73(2) Only Eligible Public Companies permitted from Accepting PUBLIC DEPOSITS i.e. from Persons other than its Members, subject to compliances –Section 75

Sl. No.

Particulars Conditions Other points

1 Any amount received from the CG or a SG

2 Any amount received from any other source whose repayment is guaranteed by CG/SG

3 Any amount received from a local authority etc.

4 Any amount received from foreign governments, foreign

banks, multilateral financial institution, foreign govt owned

DFI, foreign export credit agencies, foreign collaborators,

foreign bodies corporate, foreign citizens, or persons

resident outside India

subject to FEMA Act 1999

5 Any amount received as a loan or facility from any Banking

Company or the SBI or any of its subsidiaries Bank or

banking Institution notified by CG, corresponding new

bank, co-operative bank etc.

Sl. No.


6 Amount received as loan from PFI, in

consultation with RBI

Notified by CG

7 Amount received as loan from RFI,

insurance companies, Scheduled banks

as defined by RBI.

8 any amount received against issue of

commercial paper or any other

instrument

as per guidelines or

notification issued by

RBI

9 Any amount received and held towards

subscription to any securities including

Share Application money/ advance

towards allotment of securities pending

allotment

Security to be

allotted within 60

days of receipt or

refunded within 15

days of completion of

60 days

any

adjustment

will not be

treated as

refund

Sl. No.


10 Amount received from a

person who at the time of

receipt was a director of

the company.

Declaration in writing by a director to the effect that the amount is not given out of funds acquired by him by borrowings/accepting loans/deposits from others

(Declaration

requirement same as

1975 Rules)

11 Any amount raised by the

issue of Secured /

Compulsory Convertible

bonds or debentures

secured by a first charge or

a charge ranking pari passu

with the first charge on any

assets referred to in

Schedule III of the Act

excluding intangible assets

Amount of Bonds shall

not exceed the market

value of the assets

charged if such bonds /

debentures are secured

by the charge on any

assets referred in

Schedule III compulsorily convertible

into shares within 5 years.

Cont….

Sl. No.


12 Any amount received from

an employee under

contract of employment

not exceeding his annual salary

13 Amount received or held in

trust

provided no interest is paid

14 any amount received by a

company from any other

company

15 Amount accepted by Nidhi

Company

In accordance with rules made u/s 406

Cont….

Sl. No.


16 Any amount brought in

by the promoters by

way of unsecured loan

in pursuance of the

stipulation of any

lending financial

institution or a bank

(a) the loan is brought

in pursuance of the

stipulation imposed

by the lending

institutions on the

promoters to

contribute such

finance; and

Exemption available only till the loans of financial institution or bank are repaid and not thereafter;

(b) the loan is

provided by the

promoters themselves

and/or by their

relatives

Cont….

Sl. No.


17 Any amount received in the

course of business for supply of

goods or services

to be appropriated against the

same within 365 days from

acceptance

Provided that if the amount

received (except security

deposit) becomes refundable

(with(out) interest) because

the company accepting the

money does not have

necessary permission or

approval to deal in the

goods or properties or

services for which the money

is taken, the amount received

shall be deemed to be a

Deposit under these rules

The amount referred above shall be deemed to be deposits on the expiry of fifteen days from the date they become due for refund


course of business as an

advance for agreement for sale

of property

provided that such advance is

adjusted against the property

in terms of the agreement.


course of business as security

deposit for the performance of

the contract for supply of

goods or provision of services


course of business for long

term projects or for supply of

capital goods.

Cont….

SECTION 74(2)

• - • --- • -

The Tribunal may on an application made by the company, after

considering the financial condition of the company, the amount

of deposit or part thereof and the interest

payable thereon and such other matters, allow further time

as considered reasonable to the company to repay the deposit.

Now Company can file application

for Section 74(2) in the following

format as per order dated

28.01.2015:

Form 7 (Application)

Form 8 (Advertisement)

CHARGE

Chapter VI - Register of Charges (CHG)

• - • --- • -


CHG-1 77,78,79 Register of Charges Creation/ Modification 8

CHG-2 77(1) &78 Certificate of Register (by ROC) ---

CHG-3 79(b) Cert. of Register of Modification (by ROC) ---

CHG-4 82(1) Part of Satisfaction of Charge 17

CHG-5 82/83 Memorandum of Satisfaction of Charge- (by ROC)

---

CHG-6 84(1) Notice of Appt/ Cessation of Receiver 15

CHG-7 85 Register of Charge ---

CHG-8 77(1) Application to CG for extension of time for Register of Creation/Mod/ Satisfaction of Charge or Rectification-RD

---

CHG-9 71(3),77,78,79

Register of Debenture Creation/ Modification

10

CHG-10 Condonation of delay with ROC-30-300 days

---

Creation / Modification of charge (other than debentures)

OR

Creation / Modification of charge (debentures)

Rectification in the above particulars ( its new !!!!)

NEW FORM CHG-1

Instrument(s) of creation or

modification of charge

Instrument(s) evidencing

creation or modification of

charge in case of acquisition

of property which is already

subject to charge

Particulars of all joint charge

holder

ATTACHMENTS

FORM CAN BE FILED BY THE CHARGE HOLDER OR COMPANY

NEW FORM CHG-9

1. Certified true copy of resolution

authorizing the issue of the

debenture series (in case of

creation of charge)

2. Instrument containing details of

the charge created or modified

3. Order of the Central

Government (in case e-Form is

being filed for rectification of

charges)

ATTACHMENTS

Form can be filed by the charge holder or the Company

Period of delays

Fee applicable

Up to 30 days 3 times of normal fees

More than 30 days and up to 60 days

6 times of normal fees


More than 120 days and less than180 days 12 times of normal fees

More than 180 days but equal 270 days 20 times of normal fees

More than 270 days 30 times of normal fees

Different from

others

Additional Fees in case of delay (CHG 4)

PARTICULARS FOR SATISFACTION OF CHARGES

NEW FORM CHG-4

Letter of the charge holder stating that the amount has been satisfied

ATTACHMENTS

Delay Cases !!!!!!! (CHG 1, 4 & 9) Beyond 30 days but before 300 days

Beyond 300 days

Reason for non-filing should be mentioned in the Form CHG-10 in case of creation & modification

Application to CG for condonation of delay Form CHG-8 Order of CG for approval for condonation of delay in Form INC.28 (Old Form 21) should also be filed.

(Earlier also Condonation of delay was required beyond 60 days in case of creation & modification

Beyond 30 days

Application to CG for condonation of delay Form CHG-8 Order of CG for approval for condonation of delay in Form INC.28 (Old Form 21) should also be filed. FINE ONE LACS Min (Section 86)

(Earlier also Condonation of delay was required 30 days in case of satisfaction of Charge

(Earlier also Condonation of delay was required beyond 60 days in case of creation & modification

Application to CG for extension of time for filing particulars of registration of creation /

modification / satisfaction of charge OR Rectification of omission or misstatement of any particular in respect of creation/ modification/

satisfaction of charge

NEW FORM CHG-8 (NO OLD FORM) to RD

ATTACHMENTS:

1. Instrument creating/modifying/satisfying the

charge;

2. Letter of authorization (in case of Authorised

Representative of a foreign company);

3. Copy of resolution of the Board authorizing

the filing of the application and appointing the

authorized representative, if any;

4. Affidavit;

5. Confirmation from the Charge-holder;

6. Balance Sheet and Annual Return of financial

year in which form was filed for which

rectification is done (if completed).

KEY NOTE: Currently this form can be filed as an attachment to Form RD 1.

APPOINTMENT OR CESSATION OF

RECEIVER OR MANAGER

NEW FORM CHG-6

1. Copy of instrument (in case the

appointment of receiver/manager is

pursuant to an instrument)

2. Copy of court order (in case the

appointment of receiver/manager is in

pursuant to a court order)

3. List of specified property of the

company (in case the appointment

relates to specified property of the

company)

4. List of specified property of the

company (in case the appointment

relates to income arising from

specified property of the company)

ATTACHMENTS

Chapter III Prospectus & Allotment of

Securities(PAS)

Chapter III Prospectus & Allotment of Securities(PAS)

• - • --- • -


PAS-1 27(1) Advertisement giving details of Notice of RS for varying the terms of pros or altering the object for which the Prospectus was raised

---

PAS-2 31(2) Information Memorandum-in GNL2

---

PAS-3 39(4) & 42(9), 62

Return of Allotment 2

PAS-4 42 PPOL-Private Placement Offer Letter-in GNL-2

---

PAS-5 42(7) Record of PPOL to be kept by Co

---

IM (2) / PPOL(4) / PAS(5)

NEW FORM PAS-2 , 4 & 5 (NO OLD FORM)

Currently this form can be

filed as an attachment to

Form GNL 2.

A Company may make private placement subject to the provisions of the Section 42(1) through issue of PPOL to a Group of Persons (other than by way of public offer).

PPOL to be in Form No. PAS 4 [Rule 14(1)(a)].

Application be serially NUMBERED, ADDRESSED to the offeree shall be sent either in writing or Electronic Mode within 30 days of recording of the names [Rule 14(1)(b)].

No person other than the addressee shall apply.

Valuation to be done by the Registered Valuer.

All monies payable shall be paid through Cheque or DD or other banking channels BUT NOT BY CASH from the bank account of first applicant named in the Application. [Sec. 42(5)].

Money received shall be kept in a separate bank account in a scheduled bank [proviso to Sec. 42(6))].

FORM NO.PAS-4.doc

FORM NO.PAS-4.doc

FORM NO.PAS-4.doc

FORM NO.PAS-4.doc

FORM NO.PAS-4.doc

FORM NO.PAS-4.doc

FORM NO.PAS-4.doc

FORM NO.PAS-4.doc

FORM NO.PAS-4.doc

To existing shareholders of the Company by sending a letter of Offer.

Notice of EOGM.

Explanatory Statement u/s 102 containing basis/justification of the offer price.

Special Resolution to be passed at the EOGM.

Notice of Offer to be sent through Registered post/Speed Post/Electronic mode at least 3 days before the opening of issue.

Form PAS-3 shall be filed with ROC within 30 days of allotment.

Intimation to the ROC to be filed in Form No. PAS-3 along with a complete list of all security holders containing :

name, address, PAN, e-mail id of the security holder, class of security held, date of allotment of security,

no. of securities held, nominal value, amount paid, particulars of consideration if securities were issued for consideration other than cash. Allotment shall be made within sixty days from the date of receipt of the application money.

If not allotted within 60 days, money to be refunded within 15 days from the date of completion of 60 days.

If fails to repay the application money, shall be liable to repay money with interest at 12% per annum from the expiry of the 60th day.

Money received shall not be utilized for any purpose other than—

for adjustment against allotment of securities; or

for the repayment of monies where the company is unable to allot securities.

Offers shall be made only to such persons whose names are recorded by the company prior to the invitation to subscribe.

Such persons shall receive the offer by name

A complete record of such offers shall be kept by the company in such manner as may be prescribed – RECORD OF OFFERS AND ACCEPTANCES TO BE KEPT IN PAS 5.

Complete information about such offer shall be FILED WITH ROC WITHIN 30 DAYS OF CIRCULATION OF PPOL. 42(7)

– Such “Record of Offers” and PPOL to be filed with ROC and SEBI in form PAS 4 (SEBI only in case of Listed Companies)

Prohibition on Advertisement [Sec.42(8)]

Return of Allotment to be filed with the Registrar in PAS.3. [Sec.42(9)] read with Rule 14(4)

Cont…

To existing shareholders of the Company by sending a letter of Offer.

BR.

No additional Requirement in the Rules.

Notice of Offer to be sent through Registered post/Speed Post/Electronic mode at least 3 days before the opening of issue.

Right of Renounciation-62-1-a-ii

Bonus Shares can be issued Out of Free Reserves Securities Premium Capital Redemption Reserve.

Restrictions No Bonus out of Revaluation Reserve No Bonus in lieu of Dividend Bonus once announced by Board cannot be subsequently withdrawn. (Rule 14)

Conditions for Bonus Issue Has to be authorized by Articles

Has, on the recommendation of Board, been authorized by OR in GM

No default in payment of Principal/interest in respect of Deposits/Debt securities

No default in payment of Statutory dues relating to Employees

Partly Paid-up shares to be made fully paid-up

Such other conditions as may be prescribed (Rule 14)

RETURN OF ALLOTMENT

NEW FORM PAS-3

1. List of allottees signed by director signing in form

2. Copy of BR & SR approving allotment

3. Valuation Report in case obtained from the valuer.

4. Copy of the SR authorizing the issue of securities;

5. Copy of contract where securities have been allotted for

consideration other than cash or attachment wherein the

details of contract reduced in writing by the company.

6. Complete record of private placement offers and acceptances

in

7. Form PAS-5.

8. Copy of special resolution for issue of bonus shares.

KEY POINT: Debt Structure of the Company also required to be filled even if the allotment is made for equity shares for earlier period i.e before31.03.2014.

ATTACHMENTS


SH-1 46(3) Share Certificates

---

SH-2 46(3) Register of Renewed & Duplicate Share Certificates

----

SH-3 54 Register of Sweat Equity Shares

----

SH-4 56 Securities Transfer Form

7B

SH-5 56(3) Notice for Transfer of Partly Paid securities -----

SH-6 62(1)(b) Register of ESOP

----

SH-7 64(1) Notice to ROC for alteration of Share Capital- 5

Chapter IV - Share Capital & Debenture SH


SH-8 68 Letter of Offer Sec 68-old77A

SH-9 68(6) Declaration of Solvency (buy back)

---

SH-10 68(9) Register of Buy Back ----

SH-11 68(10) Return of Buy Back 4C

SH-12 71(13) Debenture Trust Deed format Sec71-old117

SH-13 72 Nomination Form Sec 72 old 109a-b

SH- 14 72(3) Cancellation or variation of Nomination

-----

SH- 15 Specified by rule

Certificate of Compliance in respect of Buy Back of Securities

----

SH-4 Securities Transfer Form

MCA Circular No. 19/2014 dated 12.06.2014: Share Transfer Form executed before 1.04.2014 in Form 7B which are yet to be accepted / registered by the Companies. If share Transfer Form executed before 01.04.2014 is not submitted, the Co. should get satisfied itself with suitable justification of delay in submission. If the Co. not accept the Form then the Co. is required to give the reason for non-acceptance within time u/s 56(4)(c) of the Act.

NEW FORM SH-7

Copy of the Resolution for alteration of capital, if article permit;

Explanatory Statement Altered MOA; Optional Attachments, if any

ATTACHMENTS

Notice of consolidation,

division, etc. or increase in

share capital or increase in

number of members

LETTER OF OFFER FOR BUY

BACK OF SHARES

NEW FORM SH-8 (NO OLD FORM) (Earlier the LOO (drafted by us) was filed as an

attachment to Form 62) Mandatory Attachments

1. Details of the promoters of the company

2. Declaration by auditor(s)

3. Board resolution

4. Notice & Exp. St.

5. Audited financial statements of last three years

Conditional Attachments

6. Buy back details of last three years (if buy back

made in last 3 yrs)

7. Management discussion and analysis (in case of

listed company)

8. List of holding and subsidiary companies of the

company

9. Unaudited financial statement (if applicable)

10. Statutory approvals received (if any)

11. Details of the auditor, legal advisors, bankers and

trustees (if any)

Continue…

FINE: If a company Officer who is in default makes any default in complying with the provisions of this section or any regulation made by the Securities and Exchange Board, for the purposes of clause (f) of sub-section(2),

COMPANY FINE-------- one lakh rupees (but which may extend to three lakh rupees) and

OFFICER

Imprisonment --------may extend to three years or FINE-------- one lakh rupees (but which may extend to three lakh rupees) and ,OR with both.

AND

DECLARATION OF SOLVENCY

NEW FORM SH-9 (NO OLD FORM) (Earlier the DOS was filed as an attachment to

Form 62 under Form 4A)

ATTACHMENTS:

1. Copy of board resolution

2. Statement of assets and liabilities

3. Auditor’s report

4. Affidavit as per rule 17(3)

5. Copy of Special Resolution

KEY NOTE: Currently this form shall be filed as an attachment to Form GNL 2.

RETURN IN RESPECT OF BUY

BACK OF SHARES

NEW FORM SH-11

1. Description of shares or other specified securities

bought back

2. Particulars relating to holders of securities before

buy-back

3. special resolution passed (if any)

4. Board resolution

5. Balance sheet of the company

6. Certificate of compliance of buy-back rules

according to Rule 17(14) in Form SH.15

ATTACHMENTS

Under Companies Act 2013

Form SH 10

[Pursuant to sub-section (9) of section 68 of the Companies Act, 2013 and rule 17 (12) of the Companies (Share Capital and Debentures) Rules 2014]

Register of shares or other securities bought-back

Chapter VII Management &

Administration(MGT)

Chapter VII

Management & Administration(MGT)

• - • --- • -


MGT-1 88(1)(a) Register of Members

---

MGT-2 88(1)(b)&(c)

Register of Deb holder/other sec holder

---

MGT-3 88(4) Notice to kept the Foreign Register

---

MGT-4 89(1) Dec by Register owner of share who do not hold beneficial Interest in share

---

MGT-5 89(2)&(3) Dec by Beneficial owner who acquire beneficial Interest in Shares

---

MGT-6 89(6) Return to ROC Section 89 old 187C)

22B

MGT-7 92(1) Annual Return Sch V Annual Return

Chapter VII

Management & Administration(MGT)

• - • --- • -


MGT-8 92(2) Certification by PCS -92– (all Listed/ Public-paid up 10 cr or T/o-50cr, Pvt all –Dir & Cs or PCs)

---

MGT-9 92(3) -Extract of Annual Return to be attached to Director Report of 31.03.2015---92(3)

----

MGT-10 93 Change in Shareholding Pattern of 2% Inc/Dec in Promoter & Top Ten Share—in 15 days

----

MGT-11 105(6) Proxy Format MGT-12-Polling Paper

----

MGT-13 109 Report of Scrutinizer ----

MGT-14 94(1),117(1)

Filling of Resolution & Agree to ROC Form 23

MGT 15 121 Report on AGM

Form of return to be filed with the Registrar

(in respect of beneficial interest in any shares 187c )

NEW FORM MGT-6

1. Declaration by person who does not hold the beneficiary interest as per section 89 (1) is to be attached in Form MGT 4 (in duplicate)

2. Declaration by the person who holds the beneficiary interest 89 (2) is to be attached in Form MGT 5 (in duplicate)

3. Declaration by beneficial owner on any change in beneficial interest 89(3) in Form MGT 5 (in duplicate)

ATTACHMENTS • CIN, Pub/Pvt, Sub Cate—Govt co/ Small Co/ OPC, Listed/un, Regd Add, RTA,

• Principal Business –10 % or more of TO

• Particulars of HC/SC/AC

• Detail of Share Capital-Auth/ Issue/Sub/Paid – opening, Change during and Closing, Debenture, other sec, Premium details

• TO and Net worth as on 31.03.

• Shareholding- Promoter, Changes, Top 10, Dire & KMP , Indebtness

• List of Shareholders and Transfer details

• Detail n Changes in Promoter/ Director/ KMP-begin and end

• Meeting of Member-AGM, EGM, date of meeting, attendance

• board meeting, committee meeting, direct attendance

• Remuneration of Director, KMP,

• Penalty/ Punishment/ Compounding of offence

• All Filling Details to Roc or others, Disclosure, Detail-FIIs, Others

Annual Return- salient features MGT 7

MGT 7

• As per MCA General Circular No. 22l2O14 dated 25.06.2014 Form MGT-7 shall not apply to annual returns in respect of companies whose financial year ended on or before 1st April, 2014 and for annual returns pertaining to earlier years. These companies may file their returns in the relevant Form applicable under the Companies Act, 1956.

Format Of Annual Return (MGT-7)

MGT 10

• Earlier MGT 10 was filed as an attachment to GNL 2 as per MCA General Circular No. 06/2014 dated 29.03.2014 and 09/2014 dated 25.04.2014.

• Form MGT 10 was available online w.e.f. 22.11.2014.

• Problem- Form is taking change in promoter / top ten shareholder of 2% individually, whereas the ACT interpretates the change in shareholdings of 2% of paid up share capital.

Change in Shareholding Pattern of 2%

NEW FORM MGT-14

1. Resolution(s) & Exp. St. u/s 102

2. Altered MOA

(Mandatory in case any change in MOA).

3. Altered AOA

(Mandatory in case of any change in

AOA).

4. Copy of agreement

ATTACHMENTS

Form MGT 14 also requires filing of resolutions specified u/s 117 & 179(3) of the Companies Act

(List attached)

MGT 14

As per MCA General Circular No. 28/2014 dated 09.07.2014 All cases of MGT-14 except for

• Change of name,

• Change of Object,

• Resolution for Further Issue of Capital and

• Conversion of Companies will be processed and taken on record using the Straight Through Process (STP)Mode.

(This Circular will be effective from 21.07.2014)

CLARIFICATION ON FORM MGT-14 THROUGH STP MODE.

Section 117-Resolutions and Agreements to be Filed.docx

Form MGT-14 requires filing for following below mention Resolutions:

1. Section- 8: For a co. registered under Section- 8 to convert itself into a co. of any other kind or alteration of its MOA

2. Section 117-3-(a) to (h)-----8 items 3. Section – 12: Shifting of Registered Office 4. Section-13: Alteration in MOA. 5. Section- 14: Alteration in Article. 6. Section 13(8): A co., which has raised money from public through Prospectus and still has

any unutilized amount out of the money so raised, shall not Change its objects for which it raised the money through prospectus unless a SR is passed by the co.

7. Section 27(1): A company shall not, at any time, vary the terms of a contract referred to in the prospectus or objects for which the prospectus was issued, except subject to the approval of, or except subject to an authority given by the company in general meeting by way of special resolution.

8. Section 41A: A company may, after passing a special resolution in its general meeting, issue depository receipts in any foreign country in such manner, and subject to such conditions, as may be prescribed. (Section still not applicable).

9. Section 48(1): Where a share capital of the company is divided into different classes of shares, the rights attached to the shares of any class may be varied with the consent in writing of the holders of not less than three-fourths of the issued shares of that class or by means of a SR passed at a separate meeting of the holders of the issued shares of that class.

Continuation…

10. Section 54: Issue of Sweat Equity Shares. 11. Section 62(1) (c): Preferential allotment of shares. 12. Section 65: Conversion of Unlimited co. into limited company. 13. Section 66(1): Reduction of Share Capital. 14. Section 67(3) (b): SR for approving scheme for the purchase of fully-paid shares for the

benefit of employees. 15. Section 68(2)(b): Buy Back of Shares. 16. Section 71(1): A co. may issue debentures with an option to convert such debentures into

shares, either wholly or partly at the time of redemption: Provided that the issue of debentures with an option to convert such debentures into shares, wholly or partly, shall be approved by a SR passed at a GM.

17. Section 76: Inviting deposits from person other then members. 18. Section-94: Keep registers at any other place in India. 19. Section 140(1): The auditor appointed under sec. 139 may be removed from his office

before the expiry of his term only by a special resolution of the company, May appoint more than 15 directors by passing of SR.

20. Section- 149(10): Re-appointment of Independent Director. 21. Section 165(2): Subject to the provisions of sub-section (1), the members of a company

may, by special resolution, specify any lesser number of companies in which a director of the company may act as directors.

Continuation…

22. Section- 180: The Board of Directors of a company shall exercise the following powers only with the consent

of the company by a special resolution, namely- a. to sell, lease or otherwise dispose of the whole or substantially the whole of the undertaking of the company or where the company owns more than one undertaking, of the whole or substantially the whole of any of such undertakings.

b. to invest otherwise in trust securities the amount of compensation received by it as a result of any merger or amalgamation.

c. to borrow money, where the money to be borrowed, together with the money already borrowed by the company will exceed aggregate of its paid-up share capital and free reserves, apart from temporary loans obtained from the company’s bankers in the ordinary course of business.

d. to remit, or give time for the repayment of, any debt due from a director. Section- 185: For approving scheme for giving of loan to MD or WTD.

24. Section- 188: To enter into related party transaction with the company if paid up capital of company exceed

Rs.10 Crore. 25. Section- 186(3): Loan& Investment by company exceeding 60% of paid up share capital or 100% of free

reserve. 26. Section- 196: Appointment of a person as Managerial Personnel if, the age of Person is exceeding 70 year. 27. Schedule V: Remuneration to Managerial personnel if, profits of company are Inadequate. 28. Section 248: Power of registrar for removal name of co. 29. Section 271(1)(b): SR for winding up of the co. by Tribunal. 30. Section 304(b): SR for winding up of co.

Continuation…

AS PER SECTION 179(3): The Board of Directors of a company shall exercise the following powers on behalf of the company by means of resolutions passed at meetings of the Board, namely:—these resolutions are also necessary to file in MGT-14. 31. To make calls on shareholders in respect of money unpaid on their shares. 32. To authorize buy-back of securities under section 68. 33. To issue securities, including debentures, whether in or outside India; 34. To borrow monies; 35. To invest the funds of the company; 36. To grant loans or give guarantee or provide security in respect of loans; 37. To approve financial statement and the Board’s report; 38. To diversify the business of the company; 39. To approve amalgamation, merger or reconstruction; 40. Take over a company or acquire a controlling or substantial stake in another company; 41. Any other matter which may be prescribed. In addition to the things mention above the following things are shall also require to file with ROC in MGT-14 per Rule 8 of Companies (Meetings of Board and its Powers), Rules 2014- 42. To make political contributions. 43. To appoint or remove KMP 44. To take note of appointment(s) or removal(s) of one level below the KMP; 45. To appoint internal auditors and secretarial auditor; 46. To take note of the disclosure of director’s interest and shareholding; 47. To buy, sell investments held by the co.(other than trade investments), constituting 5% or more of the paid up share capital and free reserves of the investee co.; 48. To invite or accept or renew public deposits and related matters; 49. To review or change the terms and conditions of public deposit; 50. To approve quarterly, half yearly and annual financial statements or financial results as the case may be.

APPOINTMENT OF DIRECTOR AND KMP

• In relation to a company, KMP means -

• – CEO or MD or Manager;

• – Company Secretary;

• – WTD;

• –CFO; and

• – such other officer as may be prescribed For appointment of KMP Form MGT 14, DIR 12 and MR 1 need to be filed

with ROC by all Companies

• - • --- • -

Forms

Section Purpose Old Forms

DIR-1 150 Application for inclusion of Name in Data Bank of Independent Director

DIR-2 152(5) Consent to act as Director ( applicable for all)

DIR-3 153 Application for Allotment of DIN DIN-1

DIR-4 153 Verification of Applicant for DIN application (in Affidavit)

DIR -5 153 Application for surrender of DIN

DIR-6 Specified in Rule Intimation of Change in Particular of DIN DIN-4

DIR-7 Specified in Rule Verification of Change in Part of DIN( in affidavit)

DIR-8 164(2) Intimation by Director-164(2) DDA

DIR-9 164(2) Report by Company to ROC for Disqualification

DIR-10 164(2) Form for Removal of Disqualification of Direct

DIR-11 168(1) Notice of Resignation of Director to ROC-168

DIR-12 7(1)(c),168 & 170(2) Part of Direct, KMP and Changes 32

CHAPTER- XI Appt & Qualification of Directors(DIR)

NEW FORM DIR-3

1. Proof of Identity (self attested mandatory) 2. Proof of Residence (self attested mandatory) 3. Copy of verification by the applicant as per Form No.

DIR-4 (In the form of affidavit & be notarized)

ATTACHMENTS

An applicant is required to affix his/her DSC in the Form

Type and Area of occupation need to be specified in the Form

NEW FORM DIR-6

1. Proof of change in particulars (self attested) 2. Copy of verification by the director in Form No. DIR-7. (In the form of affidavit & be notarized 3. Proof of Identity of director/ designated partner ( In case of Indian nationals, Income-tax PAN is a mandatory ) (self attested)

ATTACHMENTS

Attachments to Form DIR 6 Proof of Identity of director/ designated partner Income-tax PAN (In case of Indian nationals) Passport (In case of foreign nationals) Proof of residence of Indian director/ designated partner (should not be older than 2 months ) Bank statements, Electricity bill, Telephone bill, Utility bills etc. In case of foreign director/ designated partner (should not be older than 1 year) In case of proofs which are in languages other than Hindi/ English, the proofs should be translated in Hindi / English from professional translator carrying his details (name, signature, address) and seal.

Verification in DIR 7 also requires the photograph of the Director / DP to be attached. In case of change of name of Applicant’s name & DOB, a copy of publication in official gazzete need to be attached

NEW FORM DIR-12

1. Letter of appointment (in case of an appointment of a Director / Manager / CS/ CEO / CFO.)

2. Declaration by first director in Form INC-9 (in case of a new company) 3. Declaration of the appointee director, managing director, in Form No. DIR-2 (in case of

appointment of a Director / Manager / CS/ CEO / CFO.) 4. Notice of resignation ( in case of cessation of a Director / Manager / CS/ CEO / CFO.) 5. Evidence of cessation (in case of cessation of a Director / Manager / CS/ CEO / CFO.) 6. Interest in other entities of director (attach in case number of entities entered is more

than one.)

ATTACHMENTS

NEW FORM DIR-11 (NO OLD FORM)

ATTACHMENTS: Notice of resignation filed with the company

Proof of dispatch

Acknowledgement received from company, if

confirmation is received by the Company

To be filed by the Director to the ROC within

30 days of resignation

The reason for resignation should be specified by the Director

The Form DIR 11 shall not be required to be filed by the director in case of the followings:- Removal of Director u/s 169 Vacation of Office u/s 167 Vacation of Office u/s 161 Death Retirement Disqualification u/s 164 Nomination withdrawn by appointing authority Not been re-appointed

CHAPTER-XIII APPOINTMENT & REMUNERATION OF MANAGERIAL PERSONNEL

MR-1 Return of appointment of MD/WTD/Manager/KMP old 25C

(Section 196 read with Sec 197 & sch V)

MR-2 Application to CG for Approval of Appointment/Reappointment/Remuneration/ increase in remuneration/waiver for excess or over payment to MD/WTD/ Manager & Commission or remuneration to directors old 25A

[Section 196,197,200,201(1),203(1)]

MR-3 Secretarial Audit Report [Section 204(1)]

Application to the CG for approval of appointment or reappointment and remuneration or increase in remuneration or waiver for excess or over payment to MD/WTD/Manager and commission or remuneration or expression of opinion to directors

NEW FORM MR-2

ATTACHMENTS

1. Calculation sheet of effective capital under Schedule V to the C A 2013 as per P.Y. audited B/S;

2. BR

3. NR committee Resolution , composition & certificate by NRC that the remuneration is as per

remuneration policy of the company and designation;

4. Resolution of shareholder(s) , notice and Exp. St.;

5. Certificate from the auditor / CS / PCS for compliance of section 196 of the C A 2013;

6. Certificate of no-default in repayment of debts

7. NOC from the FIIs / bank(s) to whom the company has defaulted

8. Copy of scheme approved by BIFR or FIIs / bank(s) for the revival or rehabilitation

9. Copy of draft agreement between the Co. and the proposed appointee

10. Newspaper clipping u/s 201(2)(b)]

11. Copy of employment visa/passport, in case of foreign citizen;

12. Copies of edu / prof certificates with regard to section 309(1)(b) 13. Projections of the T/o and NP for next 3 years; 14. An application under Section 460 of the Act for condonation of delay; 15.Statement as per item (iv) of third proviso of section II of Part II of Schedule V to the C A 2013 16. Calculation of estimated profit under section 198 of the Act; 17. Auditors Certificate pursuant to Section 164(2) of the Companies Act, 2013

Continuation…… 18. Full and proper justification in favour of the proposal along with bio-data of the appointee; 19. Documentary proof regarding compliance of the provisions of Section 196 of the Companies Act, 2013 at the time of appointment/ re-appointment of the proposed appointee 20. Certificate by the secretary of the company or CA/CS in whole time practice to be notified erstwhile; 21. Details, if applicant company is a subsidiary of listed company; 22. Certificate from CA/CS in whole time practice along with calculation of excess remuneration paid to the appointee; 23. Optional Attachment(s) if any.

FINE: If any person contravenes the provisions of section 196, shall be punishable with fine which shall not be less than

one lakh rupees but which may extend to five lakh rupees.

Return of appointment of managing director or whole time director or manager/KMP

NEW FORM MR-1

1. BR

2. Copy of letter of consent to act as a MD/ WTD/Manager /CEO/CFO/Secretary

3. SR, Notice & Exp. St. in case passed for such appointment

4. Copy of CG approval (in case appointee is convicted or detained as per Schedule

V.)

5. Certificate by the NR Committee that the remuneration is as per the

remuneration policy of the company.

Remuneration, Perquisites Amount, Tenure, terms and others has to be given

mandatorily.

ATTACHMENTS

FINE: If any person contravenes the provisions of this section, he shall be punishable with fine which shall not be less than one lakh rupees but which may extend to five lakh rupees.

DISCLOSURE OF INTEREST BY DIRECTORS

CHAPTER-XII MEETING OF BOARD & ITS POWERS

MBP-1 Notice of Interest by Director 184(1)

MBP-2 Register of loans, security & Acquisition made by the Company 186(9)

MBP-3 Register of Investment not held in its own name by the Company 187(3)

MBP-4 Register of contracts with related Party and contracts & Bodies etc. in which directors are interested. 189(1)

In Electronic by listed & more then 1000 share sec 120

REGISTER OF CONTRACTS OR ARRANGEMENTS IN WHICH DIRECTORS ARE INTERESTED (SECTION 189)

•Every Company shall keep 1 or more registers giving separately the particulars of all contracts or arrangements in Form MBP-2 •Every Director or KMP shall within a period of 30 days of his appointment or relinquishment of his office, disclose to the Company his concern or interest in other associations which are required to be included in the registers •The register shall be kept at the registered office of the Company and it shall be open for inspection •The register to be kept under this section shall also be produced at the commencement of every AGM of the Company and shall remain open and accessible during the continuance of the meeting •Details referred to in Chapter 12 Rule 12

APPOINTMENT OF AUDITORS


ADT 1 Specified in rules

Notice of Appt of Auditor by Company within15 days of AGM – Sec 134

23B


Approval for Removal of auditor before expiry of term; (To be filed in Form RD 1)

---


Notice of Resignation by Auditor ----


Report of CG

----

CHAPTER- X Audit and Auditor(ADT)

NOTICE OF APPOINTMENT OF AUDITOR BY COMPANY

NEW FORM ADT-1

1. Copy of Resolution 2. Consent letter

3. Appointment letter

ATTACHMENTS

The Form need to be filed by the Company

SECTION 180

180-Borrow/Sale/Lease(old 293)

• Board with SR in GM

• To sell, lease or otherwise dispose of the whole or substantially the whole of the undertaking of the company……..180(1)(a)

• To borrow money, where the money to be borrowed, together with the money already borrowed by the company will exceed aggregate of its paid up capital and free reserve apart from tempo loan……..180(1_(c)

• Total amount to be specified in 180-1-c…….180(2)

• SECTION 181(old293-1-e) Contribute to charity-

• ---GM if such contribution exceed 5% of Average NP-3-IPFY

Form MGT 14 need to be filed for EGM an delegation of power referred u/s 179(3)(d to f)

LOAN AND INVESTMENTS SECTION 186

A company is permitted to : (a)Give any loan to any person or other BC (b)Give any guarantee or provide any security in connection with a loan to any other Body Corporate or person; (c)Acquire by way of subscription, purchase or otherwise securities of any other body corporate

Up to 60% of Paid-up Capital + free reserves + securities premium or 100% of free reserves + securities premium, whichever is more. (Sec 186(2)) Prior approval by SR at GM necessary in case above limits exceeded (S.186(3))

Form MGT 14 need to be filed for EGM an delegation of power referred u/s 179(3)(d to f)

CORPORATE SOCIAL

RESPONSIBILITY (CSR)

[Section 135

APPLICABILITY N/W of Rs. 500 crore or more, or T/O of Rs. 1000 crore or more or NP Rs. 5 crore or more during any preceeding 3 financial year has constituted a Corporate Social Responsibility Committee of the Board consisting of three or more directors, out of which at least one director is an independent director.

POINTS TO BE CHECKED The Board has approved the CSR Policy of the company as recommended by CSR Committee. The Composition of CSR Committee is disclosed in the Board's Report. The company has instituted a transparent monitoring mechanism for implementation of the CSR projects or programs or activities undertaken by the company. The company has disclosed the contents of the policy in Board's report and at its website, if any. In case the company does not spend the specified amount (i.e. at least two percent of the average net profits made during the immediately preceding three financial years), Board's report specifies the reason for not spending. The company has complied with the procedure specified under rules.

• RELATED PARTY TRANSACTIONS

SPECIAL RESOLUTION required for following contracts or arrangements entered with related party (otherwise Board Resolution):- Sale, Purchase or supply of any goods or materials directly or through appointment of agents exceeding 10% of the annual turnover or Rs.100 Crore whichever is lower.

Selling or otherwise disposing of, or buying, property of any kind directly or through appointment of agents exceeding 10% of the net worth or Rs. 100 Crore Whichever is Lower.

Leasing of property of any kind exceeding 10% of the Net worth of company or 10% of Turnover of Company of Rs. 100 Crore, Whichever is lower.

Availing or rendering of any services directly or through appointment of agents exceeding 10 % of Turnover of company or Rs.50 Crore, Whichever is lower.

Appointment of any agent for purchase or sale of goods, materials, services or property;

Such related party's appointment to any office or place of profit in the company, its subsidiary company or associate company at a monthly remuneration exceeding two and half lakh rupees;

Underwriting the subscription of any securities or derivatives thereof, of the company exceeding 1% of the net worth.

RELATED PARTY TRANSACTIONS Section 188

Form MGT 14 need to be filed

DORMANT COMPANY

SECTION 455 A company, formed and registered— (i)For a future project, or (ii)To hold an asset (Property company) or (iii)To hold an intellectual Property (Brand owning Companies) AND HAS NO SIGNIFICANT ACCOUNTING TRANSACTIONS OR an INACTIVE COMPANY means a company which has not been carrying on any business or operation, or has not made any significant accounting transaction during the last 2 financial years, or has not filed financial statements and annual returns during the last 2 financial years. may make an application to Registrar for obtaining status of a DORMANT COMPANY or As per 455(4) if the Co has not filed Fin St of 2 yr, ROC will issue Notice for enter of name of such Co. in Register of Dormant Co.

significant accounting transaction dormant company.docx

FORMS ATTACHMENTS

MSC-1 1. *Copy of Board Resolution authorizing making of this application;

2. *Copy of Special Resolution;

3. *Auditor’s Certificate;

4. *Statement of affairs duly certified by Charted Accountant or Auditor(s) of

the company;

5. Copy of approval or no objection Certificate (NOC) from the regulatory

authority, if Applicable;

6. Consent of the lender if any loan is subsisting;

7. Latest financial Statement and annual return of the company;

8. Certificate regarding no dispute in the management or ownership;

9. Optional attachment(s), if any

MSC-2 Certificate

MSC-3 1. *Copy of Board Resolution showing authorization given for filing this

declaration;

2. *Duly Audited Statement of Financial position;

3. Optional attachment(s), if any.

MSC-4 1. *Copy of Board Resolution authorizing making of this application;

2. Optional attachment(s), if any.

MSC-5 Certificate

STRIKING OFF Provided that the Registrar shall initiate the process of striking off the name of the company if the company remains as a dormant company for a period of consecutive five years.

RESTORATION OF STATUS Rule 8(1) Application to Registrar for obtaining status of an Active company to be made in Form MSC-4. Application to be accompanied by a return in MSC-3 in respect of FY in which application for obtaining status of an active company is being filed.

Minimum number of directors 3 in Public 2 in Private 1 in OPC

PENALTY

Section Particulars Penalty (Rs.)

Applicable to whom

4 Obtaining name by furnishing false or incorrect information

1 Lac Applicant

11 Commencement of business without compliance

5,000 Company

12 Registered office and its shifting 1,000 per day - max 1 Lac Company and Officer in Default

15 Noting of alteration in MOA or AOA in every copy

1,000 Per copy Company and Officer in Default

17 Non-furnishing to any member on request of MAOA etc

1,000 per day or 1 Lac whichever is less

Company and Officer in Default

33 Form of application to be accompanied by abridged Prospectus

50,000 Company

39 Return of application money if minimum subscription not received and return of allotment

1,000 per day or 1 Lac whichever is less


42 Offer or acceptance of money in contravention of Private Placement provisions

Amount involved or 2 Crores, whichever is higher

-

60 Publication of Authorised/Subscribed/Paid-up Capital

10,000 5,000

Company Officer in Default

91 Closure of Register of Members without notice or shorter notice

5,000 per day - max 1 Lac Company and Officer in Default

LIST OF SECTIONS WHERE PENALTY IS IMPOSED

Section Particulars Penalty (Rs.)

Applicable to whom

94 Refusal of inspection of Register of Members 1,000 per day - max 1 Lac


111 Circulation of Members' Resolution 25,000 Company and Officer in Default

118 Non compliance of provisions relating to Minutes 25,000 5,000


119 Refusal of Inspection of minutes of general meeting 25,000 5,000


136 Right of members' to copies of Balance Sheet 25,000 5,000


173 Failure to give notice of Board meeting 25,000 Director concerned

189 Register of contracts or arrangements in which directors' are interested

25,000 Every Director

190 Contract of employment with MD 25,000 5,000


LIST OF SECTIONS WHERE PENALTY IS IMPOSED (Cont…)

POINTS TO REMEMBER :-

1. Check past Status of Login id - at every 15 days interval 2. What to check?????? –

PUCL/Resubmission/Addendum/Invalid/Assigned/Pending for action 3. Initiate action to resolve the above within 15 days of form submission 4. Get all new DSC registered with MCA & check its validity 5. Check your DSC e token & its software in advance 6. Collect all documents/data ready as required for filing the form 7. Check your due dates 8. Avoid filing after 270 days 9. Always download the fresh form before filing the same 10. Avoid 11th hour filing 11. Always keep your system clean by deleting cookies/temp files etc. 12. Update your Java, Adobe version as per the MCA System 13. Always check the attachments before filing the same as maximum forms are

STPs

THANK YOU

Date post:	15-Apr-2018
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