Compliances of Companies Act 2013 by filing of
E‐forms at the MCA Portal
goenkamohan@hotmail.com
goenkamohan@gmail.com
In Correct
CERTIFICATION WILL
LEAD FOR SECTION
447 448 449 & 450
447,448,449
MGT 14-fraud
FRAUD (EXPLANATIONS TO SECTION 447):
For the purpose of Section 447, in relation to affairs of a company or a body corporate, a
fraud includes:
•any act, or omission, or concealment of any fact, or abuse of position;
•with intent to deceive, or
•to gain undue advantage from, or
•to injure the interests of;
•the company or
•its shareholders, or
•its creditors, or
•any other person
•by any person, or
•by any other person with connivance in any manner;
•whether
whether or not: any wrongful gain, or any wrong loss. Wrongful Gain:
• Wrongful gain means the gain by unlawful means of property to which the person
gaining is not legally entitled.
•Wrongful
f l loss:
l
• Wrongful loss means the loss by unlawful means of property to which the person losing
is legally entitled.
SECTION 447 (new)
(
)
PUNISHMENT FOR FRAUD
™imprisonment not less than 6
(may extend to 10
months
years)
AND
™fine not less than the amount involved in the fraud
( may extend to 3
fraud)
times
i
the amount involved in the
Provided
id d that
h where
h
the
h fraud
f d in
i question
i iinvolves
l
public
bli
interest, the term of imprisonment shall not be less than
3 years.
NON BAILABLE AND NON COMPOUNDABLE,
COZNIZABLE OFFENCE
SECTION 448 ((old 628))
PUNISHMENT FOR FALSE STATEMENT
Save as otherwise provided in this Act, if in any
• return,
• report,
• certificate,
• financial statement,
• prospectus,
• statement or other document required by,
by or for
for, the
purposes of any of the provisions of this Act or the rules
made thereunder, any person makes a statement,—
(a) which is false in any material particulars,
knowing it to be false; or
(b) which omits any material fact, knowing it to bematerial,,
he shall be liable under section 447.
SECTION 449 (old 629)
PUNISHMENT FOR FALSE EVIDENVE
SSave as otherwise
h
i provided
id d iin this
hi A
Act, if any person
intentionally gives false evidence—
(a) upon any examination on oath or solemn affirmation, authorised
under this Act; or
(b) in any affidavit, deposition or solemn affirmation, in or about the
winding up of any company under this Act, or otherwise in or about
any matter arising under this Act,
he shall be punishable with imprisonment for a term which shall not
be less than 3
years but which may extend to 7 years and
with fine which may extend to Rs.
R 10 Lakhs
L kh .
SECTION 450 (old 629A)
PUNISHMENT WHERE NO SPECIFIC
PENALTY
If a company or any officer of a company or any other
person contravenes any of the provisions of this Act
And
F which
For
hi h NO PENALTY OR PUNISHMENT IS PROVIDED ELSEWHERE IN THIS
ACT,
the company and every officer of the company who is in default or
such other person shall be punishable with fine which may extend to
Rs.10000
Rs.1000 for everyy dayy after the first duringg which the contravention
continues.
OTHER SECTIONS ATTRACTED
SECTION 143
(12) Notwithstanding anything contained in this section, if an auditor of a company,
in the course of the performance of his duties as auditor, has reason to believe that
an offence involving fraud is being or has been committed against the company by
officers or employees of the company, he shall immediately report the matter to
the Central Government within such time and in such manner as may be prescribed.
(13) No
N duty
d t to
t which
hi h an auditor
dit off a company may be
b subject
bj t to
t shall
h ll be
b regarded
d d
as having been contravened by reason of his reporting the matter referred to in sub‐
section (12) if it is done in good faith.
(14) The provisions of this section shall mutatis mutandis apply to—
(a) the cost accountant in practice conducting cost audit under section 148;
or
(b) the
h company secretary in
i practice
i conducting
d i secretarial
i l audit
di under
d
section 204.
(15) If any auditor,
auditor cost accountant or company secretary in practice do not comply
with the provisions of sub‐section (12), he shall be punishable with fine which shall
not be less than Rs. 1 Lakh rupees but which may extend to Rs.25 lakh rupees.
Continuation…
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‐
**Government
o e
e of India
d a MCA notification
o f ca o dated
da ed 18
8th March,
a c , 2015
0 5o
omitted
ed thee
below stricken points from filing of MGT‐14 but the same is yet to be
gazetted**
1. To make political contributions.
2. To appoint or remove KMP
3. To take note of appointment(s) or removal(s) of one level below the KMP;
4. To appoint internal auditors and secretarial auditor;
5. To take note off the disclosure off director’s
’ interest and shareholding;
6. 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.;
co ;
7. To invite or accept or renew public deposits and related matters;
8. To review or change the terms and conditions of public deposit;
9 To approve quarterly
9.
quarterly, half yearly and annual financial statements or
financial results as the case may be.
Continuation…
179 (3) The Board of Directors of a company shall exercise the
following powers on behalf
off the
h company by
b means off resolutions
l i
passed
d at meetings
i
off
the Board, namely:—
((a)) to make calls on shareholders in respect
p
off moneyy unpaid
p
on
their shares;
(b) to authorise buy‐back of securities under section 68;
(c) to issue securities,
securities including debentures,
debentures whether in or
outside India;
(d) to borrow monies;
( ) to invest
(e)
i
the
h funds
f d off the
h company;
(f) to grant loans or give guarantee or provide security in respect
of loans;
(g) to approve financial statement and the Board’s report;
APPLICABLE PROVISIONS ON ANNUAL BASED
ITEMS AND SECTIONS
PRIVATE
COMPANY
LISTED
COMPANY
PUBLIC
COMPANY
√
√
√
‐‐‐‐
√
√
APPOINTMENT OF INTERNAL AUDITOR 138 –
MGT 14 (AS APPLICABLE)
√
√
√
ANNUAL RETURN AND BALANCE SHEET
√
√
√
BR TO APPROVE FINANCIAL STATEMENT AND
THE BOARD
BOARD’SS REPORT MGT 14 ‐179
179 (3)(G)
APPOINTMENT OF SECRETARIAL AUDITOR
204 – MGT 14
FILING REPORT ON ANNUAL GENERAL
MEETING 121(3) – MGT 15
MGT 15
NEW FORM MGT-14
OLD FORM 23
ATTACHMENTS
ATTACHMENTS
1. Resolution(s) & Exp. St. u/s 173
2. Altered
l
d MOA
3. Altered AOA
4. Copy of agreement
CG-1
MGT-14
1. Resolution(s) & Exp. St. u/s 102
2. Altered
l
d MOA
(Mandatory in case any change in MOA).
3. Altered AOA
(Mandatory in case of any change in
AOA).
4. Copy of agreement
Form MGT 14 also requires filing of
resolutions specified u/s 117 & 179(3) of
the Companies Act (List attached)
117
FORM CG‐1 (Application with CG)
Fees (In case of Company having share capital)
Application made
By a company having an authorized share
capital of:
1. Up to Rupees 25,00,000
2 Above
2.
Ab
R
Rupees
25 00 000 but
25,00,000
b t up to
t
Rupees 50,00,000
3. Above Rupees 50,00,000 but up to
Rupees
p
5,00,00,000
, , ,
4. Above Rupees 5,00,00,000 but up to
Rupees 10 Crore or more
5. Above Rupees 10 Crore
By a company limited by guarantee but not
having a share capital
By a company having a valid license issued
under section 8 of the Act ((Section 8
Company)
Other than
OPC & Small
company
OPC &
Small
company
2,000
1,000
5,000
2,500
,
10,000
NA
15,000
20,000
2 000
2,000
NA
NA
NA
2,000
NA
SURRENDER OF DIN
1. BOTH DIN ARE ACTIVE AND USED – SURRENDER ONE
2. ONE IS ACTIVE AND THE OTHER IS ACTIVE BUT NOT USED –
WRITE A LETTER
3 BOTH ARE INACTIVE – WRITE A LETTER
3.
4. ONE IS ACTIVE AND THE OTHER IS INVALID / REJECTED –
WRITE A LETTER
DIR 5
SHOW CAUSE
NOTICE
RD 1
SIX
NEW
FORMS
MGT ‐ 3
MGT 3
ƒPurpose
‐‐Notice of situation or
change in place where
foreign register shall be
kept
ƒAttachments
‐‐No
N Attachments
Att h
t
ƒDisclosures
‐‐‐‐Situation of Office
where foreign register is
kept
Type of Security to which
Foreign register relates.
ƒTimeline
‐‐‐‐Within
Withi 30 days
d
off
opening of Foreign Register
PAS ‐ 6
NOT AVAILABLE IN
THE MCA PORTAL
ƒPurpose
Purpose
‐‐‐‐Filing of letter of offer with ROC
ƒAttachments
‐‐‐‐‐PAS
PAS ‐ 4; Format for Letter of Offer
‐‐‐‐‐‐PAS ‐ 5; Record of Private Placement
Offer
ƒDisclosures
Disclosures
‐‐‐‐‐‐Details of Remuneration paid to
Directors, Related Party Transactions,
Summary of Qualifications made by
Auditor of the Company, Details of material
frauds committed against the Company
and Details of Inquiry and Investigations
made against the Company or its
subsidiaries for its last three financial years
ƒTimeline
Timeline
‐‐‐‐Within 30 days of circulation of letter of
offer
DPT ‐ 3
DPT 3
ƒPurpose
‐‐‐‐Return of Deposits
ƒAttachments
‐‐‐Auditor's Certificate
‐‐‐List of Depositors
q
Assets
‐‐‐Details of Liquid
‐‐‐Trust Deed
‐‐‐Instrument Creating the Charge
‐‐‐Deposit
Deposit Insurance Contract
ƒDisclosures
‐‐‐Particulars of Deposits,
‐‐‐Particulars of Liquid Assets,
‐‐‐Particulars of Deposits matured
ƒTimeline
‐‐‐30th June of every year
MGT-15
MGT ‐ 15
ƒPurpose sec 121
‐‐‐‐Report of Annual
General Meeting
MGT 15
ƒAttachments
‐‐‐‐No Attachments
ƒDisclosures
‐‐‐‐Venue of AGM,
Chairman of AGM,
Members present in AGM,
AGM
etc
ƒTimeline
‐‐‐‐‐Within
h 30 d
days off AGM
AOC ‐5
AOC-5
ƒPurpose
‐‐‐‐ Notice of address at which books of
account are maintained U/s. 128(1)
ƒAttachments
‐‐‐‐
Copy of Board resolution wherein a
decision regarding address at which books
of account are to be maintained has been
taken is to be attached
ƒTimeline
Timeline
‐‐‐‐‐seven days of passing the Board
Resolution
Section 94
ƒPurpose
Registers or copies of return may also be kept at any other
place in India in which more than 1/10 th of the total
number of members entered in the register of members
reside
id
Attachments
‐‐‐Copy of SR in advance of GM with ROC with MGT 14
(at least one day before the date of GM – CH 7 – R 15(6)
‐‐‐ Normal SR of GM with ROC with MGT 14 within
30days.
INC 29
INC 29
ƒPurpose (Sections 4, 7, 12, 152 and 153)
‐‐‐‐Single
Single application for reservation of name
name,
incorporation of a new company and/or application for
allotment of DIN. Maximum three Directors are
allowed for using this integrated form for allotment of
DIN while incorporating a company.
INC 29 help
ƒAttachments
Att h
t
‐‐‐‐ PLEASE SEE THE HELP KIT FOR (pg 7 point 5b)
ƒFORMS CAME WITH CHANGE IN VERSION ON 01.05.2015
INC 7
7_NEW
NEW
VERSION
INC
C 22_NEW
VERSION
NEW POINT NO.
10 & 11 HAS
BEEN INSERTED
IN THE NEW
VERSION OF
FORM INC 7
ONLY point 4 of
the declaration
part has been
inserted BUT ALL
THE POINTS
REMAIN SAME AS
BEFORE
INC 7_OLD
VERSION
INC 22_OLD
VERSION
ƒFORMS CAME WITH CHANGE IN VERSION ON 04.06.2015
INC 1
Filing declaration by a
‐commencement off
business or exercising
its borrowing powers
–
no longer required to
file e‐form INC‐21
with the Registrar
through MCA portal.
NOT AVAILABLE
WEBSITE
IN
ONLY point PART D
has been inserted
BUT ALL THE
POINTS REMAIN
SAME AS BEFORE
DIR
IR 3
ONLY
VERSION
SO
CHANGED
COMPULSORY
ANNUAL
FILLING
Ch IX
Accounts of Companies(AOC)
Forms
Section
Purpose
AOC 1
AOC‐1
129(3)
SStatement Containing
C
i i Salient
S li
F
Features
off Financial
Fi
i l
statement of SC/AC/JV (Format)
AOC 1
AOC1_SUBSIDIARY
PAGE
AOC‐2
Chapter VI ‐ Register of Charges (CHG)
134(3)(h)
Form for disclosure of Particulars of 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(1)
Notice of address at which books of account are
maintained (from 17th Jan, 2015)
AOC 2
AOC-5
At present no new form has been notified
Company
A
Annual
l Fillings
Filli
Section 8
C
Company
Annual Fillings
Form 23AC/ACA
Form 23AC/ACA Form 8 LLP
23 AC
23 ACA
Form 23AC/ACA
(XBRL)
23 ACA
23 AC
LLP Annual
Filli
Fillings
2014.12.10_Infra
LLP Form 8
Form 21A
21A
23 AC XBRL
23 ACA XBRL
Form 20B
20 B
Form
11
LLP
2013.11.06_Jagan
nathForm11LLP
ANNUAL FILLING OF LLP of STATEMENT OF ACCOUNTS AND
SOLVENCY
2014.12.10_Infra
2014
12 10 Infra
LLP Form 8
FORM 8 HAS TO BE FILED WITHIN 30TH OCTOBER FOR EACH FINANCIAL YEAR I.E.
WITHIN A PERIOD OF THIRTY DAYS FROM THE END OF SIX MONTHS OF THE
FINANCIAL YEAR.
9Like if LLP is registered upto 30.09.2014 – have to mandatorily close the financial year on
31 03 2015 and filling of form 8 has to be done within 30.10.2015
31.03.2015
30 10 2015
9Like if LLP is registered from 01.10.2014 upto 31.03.2015 – have option either to close
financial year as on 31.03.2015 or 31.03.2016 and to file both form 8 & form 11 accordingly.
Note:‐
If not filed within time limit then additional fees of Rs.100 is payable per day till date of filling.
Contents of Form 8
¾Statement of Solvency
¾Statement of Accounts and Statement of Income & Expenditure
¾Disclosure under MSMED Act.
FORM 8 HAS TO BE DIGITALLY SIGNED BY TWO DPS AND CERTIFIED BY CA/CS/CWA(IN WHOLE
TIME PRACTICE
ANNUAL FILLING OF LLP of ANNUAL RETURN
2013.11.06_Jagan
2013
11 06 Jagan
nathForm11LLP
FORM 11 HAS TO BE FILED WITHIN A PERIOD OF SIXTY DAYS FROM THE
END OF THE FINANCIAL YEAR.
DUE DATE FOR FILLING FORM 11 IS 30TH MAY EVERY YEAR
Note:‐
If not filed within time limit then DPs shall be liable to be punishable
with fine which shall not be less than Rs.25000 but which may extend
to Rs.5Lacs.
Contents of Form 11
¾Details of LLP and/ or company in which partner/ designated partner
is a director/ partner
FORM 11 HAS TO BE DIGITALLY SIGNED BY TWO DPS AND CERTIFIED BY
CA/CS/CWA(IN WHOLE TIME PRACTICE)
FACT OF
ANNUAL
RETURN
FILLING
MGT 7
MGT 7
MGT-7
Format Of Annual Return (MGT‐7)
• But Form MGT-7 shall apply to annual returns in
respect of companies whose financial year ended on
31.03.2015 and
d for
f annual returns the
h Companies
C
Act, 2013 is applicable for the FY…01.04.2014---31 03 2015 but whereas the FY….01.01.2014------31.03.2015
FY 01 01 2014------31.12.2014 then the format will be old for filling.
• Under Section 92(1) of the Act, the Annual Return is
to be signed both by a Director and a CS or PCS.
MGT 8
Section 92(2) Certification of AR by PCS
(MGT‐8)
MGT 8
filed by A LISTED COMPANY
or
a company ‐‐‐‐PAID‐UP
PAID UP SHARE CAPITAL OF RS. 10
CRORE RUPEES or more
or
TURNOVER OF RS.
RS 50 CRORE RUPEES OR MORE,
MORE
shall be certified by a Company Secretary in
practice and the certificate shall be in Form No.
MGT.8
MGT 9
Extract Of Annual Return (MGT‐9)
MGT 9
Extract off Annual Return to be attached to Director Report off 31.03.2015‐‐‐92(3)
( )
•
•
•
•
•
•
•
REGISTRATION AND OTHER DETAILS
PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY
PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES
MGT-9_Co.
SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)
9 Category‐wise Share Holding
9 Shareholding of Promoters
9 Change in Promoters’ Shareholding (please specify, if there is no change)
9 Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and
Holders of GDRs and ADRs)
9 Shareholding of Directors and Key Managerial Personnel
INDEBTEDNESS
9 Indebtedness of the Company including interest outstanding/accrued but not due for
payment
REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
9 Remuneration to Managing Director, Whole‐time Directors and/or Manager
9 Remuneration to other directors
9 Remuneration To Key Managerial Personnel Other Than MD/Manager/WTD
PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES
EVENT BASED
FILLING
FORM INC‐24 (change of name)
FORM RD 2 (Section 87‐charge)
FORM GNL 1 (AGM /Accounts extension, Compounding, merger scheme etc.)
FORM INC 23(shifting)
FORM CG 1 (condonation of delay section 117 and 403)
FORM RD 1 (issue of license‐section 8 co., removal of auditor, surrender of DIN, rectification of
name)
FORM MR 2 (CG approval for remuneration)
Application made
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
By a company limited by guarantee but not having a
share capital
B a company having
By
h i
a valid
lid license
li
i
issued
d under
d
section 8 of the Act (Section 8 Company)
Other than OPC &
Small company
OPC & Small
company
2,000
5,000
1,000
2,500
NA
NA
NA
10,000
15,000
20,000
2,000
NA
2 000
2,000
NA
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
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
‐‐‐‐‐
1
Forms
Section
Purpose
INC‐11
7(2)
COI
‐‐‐‐‐
INC‐12
8(1) & 8(5)
Application for grant of License under
section 8
24A
INC 13
INC‐13
Rules 19(2)
Memorandum of association of the
proposed Section 8 company
‐‐‐‐‐
INC‐14
7(1)(b)
Declaration by Professionals for draft
MOA & AOA of Section 8 company
‐‐‐‐‐
INC-12
INC-14
INC‐15
Old
Forms
Rules 19(3)(d) Declaration of Promoter or Applicant for
making application u/s 8 company
‐‐‐‐‐
INC‐16 or
INC‐17
Rules 20(6)
Granting License u/s 8_ New or Existing
Companies which is desirous of being
registered
‐‐‐‐‐
INC‐18
8(4)(ii)
Application to RD for conversion of Sec. 8
Company into Company of any other kind
‐‐‐‐‐
INC-15
INC-18
Forms
Section
Purpose
Old Forms
INC‐19
Rules 22(1)
( )
Notice to be advertised for conversion of
Section 8 company into any other kind of
company
‐‐‐‐‐
INC 20
INC‐20
8(4) & 8(6)
Intimation to Registrar of revocation /
surrender of license issued under section
8
‐‐‐‐‐
INC‐21
11(1)(a)
Declaration for Commencement of
Business
20
INC‐22
( ) &(4)
( )
12(2)
Notice of situation of Registered
g
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
‐‐‐‐‐
Forms
Section
Purpose
Old Forms
INC‐26
Rules 30(6)(a)
Advertisement for shifting of Registered
Office
ff ffrom one state to another
h state
‐‐‐‐‐‐
INC‐27
14
public company
p y into p
private
Conversion of p
company and vice‐a‐versa
1B,62
,
INC 28
INC‐28
‐‐‐‐
Notice of order of the Court or any other
Competent authority
21
CHANGE OF NAME
1. Make an application for name along with the
copy
py 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)
INC 1
ATTACHMENTS
INC 24
1. Minutes of the member’s meeting
2 Copy of any approval order obtained from the concerned authorities
2.
(certificate of INC 1)
3. A certificate from chartered accountant regarding turnover details from new
activity,
ti it If change
h
off name is
i due
d to
t change
h
in
i main
i activity
ti it off the
th 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
FORM INC‐24 (Application for approval of Central Government for change of name)
Application
pp
made
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
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
By a company limited by guarantee but not having a
share capital
By a company having a valid license issued under
section 8 of the Act (Section 8 Company)
Other than OPC &
Small company
OPC & Small
company
2,000
5,000
10 000
10,000
15,000
20,000
1,000
2,500
NA
NA
NA
2,000
NA
2,000
NA
CONVERSION –
1. PVT TO PUBLIC
2. PUBLIC TO PVT
CONVERSION FROM PVT. CO TO PUBLIC
CONVERSION FROM PVT. CO TO PUBLIC
1. Call BM.
2 Give 21 clear days notice to members for GM
2.
MGT 14
Agenda:‐ 1. Alteration of MOA, 2. Alteration of AOA, 3. Conversion of Company
3. File E‐Form MGT14 within 30 days from GM.
4.
AOA
MOA
In the third and last step, the company has to file E‐Form INC27 with ROC within 15
days with following attachments;
•
AOA‐MOA‐ altered with name
•
BR
•
Minutes of GM
LETTER
INC 27
MINUTES
S
Post Conversion formalities
1. Intimate all the concerned authorities like Excise and sales tax etc about the status change.
2 Arrange new PAN No
2.
No. of the company
company. Update company bank account details
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
5.
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
4
4.
MGT14 within 30 days from GM.
MGT 14
In the third and last step,
step the public company has to file
ROC within 15 days with following attachments;
•
•
EE‐Form
Form INC27 with
MOA
AOA‐MOA‐ altered with name
AOA
INC 27
Order of Tribunal in case conversion of public into private company.
LETTER
•
Order for condonation of delay ‐ In case form is filed after due date of filing
•
Minutes of the member
member’ss meeting where approval was given for conversion and
altered article of association
•
CIRCULAR
MINUTES
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,
CA 2013 have not been notified by the MCA.
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.
FILING OF INC 27
INC 27
Conversion of private
company into public
company
15 days from Date of
passing the special
resolution
**Conversion of public
company into private
company
15 days from Date of
receiving the order of
Competent authority
** Since the order of Tribunal is not effective and power is vested with ROC,
the date of order cannot be mentioned in the form .
The same being a mandatory field in the Form INC27, attach a clarification
letter for the same
FORM INC-27 (Conversion of public company into private
company or private company into public company)
Fees (In case of Company having share capital)
Nominal Share Capital
Less than 1,00,000
1,00,000 to 4,99,999
5,00,000 to 24,99,999
25,00,000 to 99,99,999
1,00,00,000 or more
Fee applicable
Rupees 200
Rupees 300
Rupees 400
Rupees 500
Rupees 600
Fee (in case of company not having share capital) Rupees 200
SHIFTING OF
REGISTERED OFFICE
INC 22
Information / Documents required for filing Form INC.
INC 22(Form 18)
¾P f off registered
¾Proof
i t d office
ffi
address
dd
(C
(Conveyance/
/ Lease
L
d d/ Rent
deed/
R t
Agreement etc. along with the rent receipts is required to be attached).
deed
¾C i off the
¾Copies
th utility
tilit bills
bill (proof
(
f off evidence
id
off any utility
tilit service
i like
lik
telephone, gas ,electricity, mobile bill etc. depicting the address of the
premises not older than two months is required to be attached).
ELECTRICITY BILL
¾Proof 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).
NOC
¾Full address of the police station under whose jurisdiction the registered
office is situated
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
Form INC-23
Form_INC
23
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
5.
‐‐‐‐Registrar,
‐‐‐‐ Chief Secretary of the state,
‐‐‐‐SEBI
SEBI or any other
th regulatory
l t
authority,
th it 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
co. or if any inquiry,
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
attachment(s).User
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
By a company having an authorized share
capital
p
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
3.
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
By a company limited by guarantee but not
having a share capital
By a company having a valid license issued
under section 8 of the Act (Section 8
Company)
Other than
OPC & Small
S
ll
company
OPC &
S
Small
ll
company
2,000
1,000
5,000
2,500
10,000
NA
15,000
20,000
2,000
NA
NA
NA
2 000
2,000
NA
NOTICE OF THE COURT OR THE COMPANY LAW
BOARD ORDER
NEW
FORM INC-28
ATTACHMENTS
Form INC-28
Under Companies Act 2013
Section 12(6)‐One ROC to other, within
same state
‐Copy of Court order or Section 13(7)‐shifting
‐CLB order or
Section 58(5) (old 111)‐Refusal of
‐order
order by any other
registration of AOA/transfer/transmission
/
/
competent authority
Section 87 (old 141)‐charge condonation
Section 111(5) – circulation of members
resolution
Under
1956 Act
391/394/
396/397/
398/621
A/81(4)
PENALTY:
If anyy default is made in complying
p y g with the p
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.
FORM INC‐7 (Application for Incorporation of Company (Other than OPC))
Memorandum of Association (MOA) filing fee (in case of company having share
capital)
EFormProcess
Nominal Share capital
Up to 1, 00, 000
More than 1,00,000 up to
5,00,000
More than 5,00,000 up to
10,00,000
More than 10,00,000
10 00 000 up to
50,00,000
More than 50,00,000 up to
1,00,00,000
More than 1,00,00,000
Other than OPCs and Small
Companies
Fixed
For every 10, 000 or
part thereof
Small Companies
Fixed
For every 10, 000
or part thereof
5,000
5,000 +
NA
400
2,000
2,000
NA
NA
21,000 +
300
2,000
NA
36 000 +
36,000
300
2 000 +
2,000
200
1,56,000 +
100
NA
NA
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
Up to 20 members
More than 20 but up to 200
members
b
More than 200 members (If number
of members not stated as unlimited
in AOA)
Fee applicable
2,000
5,000
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)
Nominal Share Capital
Less than 1,00,000
1,00,000 to 4,99,999
5,00,000 to 24,99,999
25,00,000
, ,
to 99,99,999
, ,
1,00,00,000 or more
Fee applicable
Rupees 200
Rupees 300
Rupees 400
Rupees
p
500
Rupees 600
Fee for filing Articles of association (in case of company not having share capital)
Fees Applicable
Applicable‐ Rupees 200 per documents.
documents
Fee for filing form INC‐7 (in case of company having share capital)
Nominal Share Capital
Less than 1,00,000
1 00 000
1,00,000 to 4,99,999
5,00,000 to 24,99,999
25,00,000
5,00,000 too 99,99,999
1,00,00,000 or more
Fee applicable
Rupees 200
Rupees 300
Rupees 400
Rupees
upees 500
Rupees 600
Fee for filing Form INC‐7 (in case of company not having share capital)
Fees Applicable‐ Rupees 200 per documents.
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
INC-10
‰
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.
Declaration for INC
21
‰
‰
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)
INC 21
As per section
A
i
11(2) off
companies act 2013, if any
default is made in compliance
to these p
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)
1. Form INC‐1 (Name Availability)
2. Form INC. 12 (Application for incorporation to be filed as an attachment to
Form RD‐1
3. Attachments‐‐‐‐
(a) the draft memorandum(INC 13) and AOA
(b) the declaration in Form No.INC.14 by an Advocate, CA , Cost Acc. or CS in
practice, that the draft MOA and AOA have been drawn up in conformity
with the provisions of section 8 and rules made thereunder
(c) an estimate of the future annual income and expenditure of the company
f next three
for
h
years, specifying
if i the
h sources off the
h income
i
and
d the
h objects
bj
of the expenditure;
(d) the declaration by each of the persons making the application in Form No.
INC 15
INC.15
ISSUE OF SHARES
Chapter III
Prospectus & Allotment of Securities(PAS)
Forms
Section
Purpose
PAS 1
PAS‐1
27(1)
PAS‐2
31(2)
PAS‐3
39(4) &
( ), 62
42(9),
42
Advertisement
Ad
ti
t giving
i i d
details
t il off
Notice of RS for varying the terms
of pros or altering the object for
which the Prospectus was raised
Information Memorandum‐in
GNL2
IM
Return of Allotment
PAS‐4
Old
Forms
‐‐‐
‐‐‐
2
PAS 3
PPOL‐Private Placement Offer
Letter‐in GNL‐2
Record of PPOL to be kept by Co
‐‐‐
PAS 4_NCDS
PAS‐5
42(7)
PAS 5
‐‐‐
IM ((2)) / PPOL(4)
( ) / PAS(5)
( )
NEW FORM PAS
PAS‐2
2 , 4 & 5 (NO OLD FORM)
Currentlyy this
form can be
fil d as an
filed
attachment to
Form GNL 2.
As per MCA amended
rule Dt. 18.03.15 PAS -4
is not required in case of
any preferential offer
made by a company to
one or more existing
i ti
members only
GNL 2
General conditions
A Company
private p
placement subject
to the p
provisions
p y mayy make p
j
of the Section 42(1) through issue of PPOL to a Group of Persons
(other than by way of public offer).
PAS 4_NCDS
9PPOL to be in Form No. PAS 4 [Rule 14(1)(a)].
9Application be serially NUMBERED, ADDRESSED to the offeree
shall
h ll be
b sent either
i h in
i writing
i i or Electronic
El
i Mode
M d within
i hi 30 days
d
off
recording of the names [Rule 14(1)(b)].
9No
No person other than the addressee shall apply.
9Valuation to be done by the Registered Valuer.
9All 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)].
9Money received shall be kept in a separate bank account in a
scheduled bank [proviso to Sec. 42(6))].
Cont…
General conditions
¾Money 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.
¾Offers shall be made only to such persons whose names are recorded by the company
prior to the invitation to subscribe.
Suc pe
persons
so s sshall
a receive
ece e tthe
eo
offer
e by name
a e
¾Such
¾A 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.
¾Complete
¾
l
i f
information
i about
b
such
h offer
ff shall
h ll be
b 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 off Listed
Li d Companies)
C
i )
9Prohibition on Advertisement [Sec.42(8)]
PAS 3
Return of Allotment to be filed with the Registrar in PAS.3. [Sec.42(9)] read with Rule
9Return
14(4)
¾To identified shareholders of the Company by sending a letter of Offer.
¾Notice of EOGM.
BR
¾Explanatory Statement u/s 102 containing basis/justification of the offer price.
¾Special Resolution to be passed at the EOGM.
SR
¾Notice of Offer to be sent through By Hand/ Registered post/Speed Post/Electronic mode
before the opening of issue.
¾F
¾Form
PAS 3 shall
PAS‐3
h ll be
b filed
fil d with
i h ROC within
i hi 30 days
d
off allotment.
ll
PAS 3
¾Intimation to the ROC to be filed in Form No. PAS‐3 along with a complete list of all security
holders containing :
9name, address,
9name
address PAN,
PAN e‐mail
e mail id of the security holder,
holder
9class of security held,
BR FOR
ALLOTMENT
9date of allotment of security,
9no. of securities held, nominal value, amount paid, particulars of consideration if securities were
issued
d for
f consideration
d
other
h than
h cash.
h
¾Allotment shall be made within sixty days from the date of receipt of the application money.
¾If not allotted within 60 days, money to be refunded within 15 days from the date of
completion of 60 days.
¾If 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.
CHECKLIST FOR PRIVATE PLACEMENT
Applicable provisions for private placement
p
act 2013 read with Rule 14 of Companies
p
((Prospectus
p
& Allotment of Securities)) Rules 2014
Section 42 of the Companies
Obtain Valuation certificate
Particulars
Details
Date Sequence
Obtain Valuation certificate
Prepare draft Private Placement offer Letter in Form PAS.4 to be issued with application form
Decide the names to whom offer shall be made
Separate Bank account need to be opened
Issue of Notice of BM
Hold a Board Meeting for
To be held on 05.01.2015
•proposal of private placement
26.12.2014
05.01.2015
•approval of draft offer letter
•finalization of names to whom offer will be made
•approval of draft notice of EGM for passing special
resolution for the issue of Securities
•Fix date, place and time for EGM
•Fixation of date of next Board Meeting
File Form MGT.14
MGT 14 with ROC
within 30 days of BM
Upto
03.02.2015
Hold EGM and pass special Issue of shares for private placement
resolution
approval of draft PPOL;
29.01.2015
Issue/circulate letter of offer (Date of Private Placement Offer letter 29.01.2015
(PAS 4) and maintain record shall
in Form PAS.5
be deemed to be the date of
Circulation of PPOL as per explanation to
Rule 14(3) of Prospectus and Allotment of
Securities.)
Board Meeting
For authority to Board by shareholders
date
of
circulation
of
PPOL
will
29 01 2015
29.01.2015
be
29.01.2015
File letter of offer (PAS 4) and with ROC within 30 days of circulation in Upto 01.03.2015
complete record of private Form GNL 2 (as per MCA Public Notice
placement offers (PAS 5)
25.04.2014)
File Form MGT.14 with ROC
(The
with
disclose the basis/justification for the (Logically should
copy
resolution
of
&
special
explanatory
explanatory
statement
must Upto 27.02.2015
price (including premium if any))
be
filed
before
statement within 30 days of
filing GNL 2 i.e.,
passing Special Resolution
before
01.03.2015)
Opening and closing of offer
No time period specified.(Time will be May
specified in the offer letter)
be
02.02.2015
from
to
09.02.2015
Get share application money
(The Company shall keep the record of Within
the Bank A/c from where the payments period
had been received for subscription of
NCDs/equity/preference.)
Issue of
Notice for Board To be held on 10.02.2015
Meeting for allotment
(shares should be allotted within 60 days of receipt of application money)
01.02.2015
offer
Pass Board resolution (only in Board meeting) for allotment
10.02.2015
File Form MGT.14 with ROC with copy of Board resolution (pursuant to
Upto
Section 179(3)(c) of The Companies Act 2013)
11.03.2015
Date of allotment
10.02.2015
File return of allotment in form PAS.3 with following complete deta
Upto
Attachments
11.03.2015
¾
Copy
py of Board Resolution
¾
Copy of Special Resolution along with the explanatory statement
¾
Record in PAS 5
Details
¾
Full name of each security holder
¾
Address of each security holder
¾
PAN of each security holder
¾
Email id of each security holder
¾
Class of security held
¾
Date of Allotment of Security
¾
No. of Security held
¾
Nominal Value of security
¾
Amount paid on such security
¾
Particulars of consideration received (if issued other than cash)
¾
List of allottee must be signed by the signatory of the Form PAS 3
I
Issue
S
Securities
iti
certificate
tifi t
Entry in register of members
Withi 2 months
Within
th ffrom
U t
Upto
the date of Allotment
10.04.2015
¾To existing shareholders of the Company by sending a
letter of Offer.
CAF
¾BR OR SR
LETTER OF OFFER
¾No additional Requirement in the Rules.
¾Notice of Offer to be sent through
9Registered post, or
9Speed Post,
Post or
9Electronic mode
at least 3 days before the opening of issue.
issue
¾Right of Renounciation‐62‐1‐a‐ii (BY ALTERING THE AOA)
RETURN OF ALLOTMENT
NEW FORM PAS-3 (Right Issue)
ATTACHMENTS
1. List of allottees signed by director signing in form
2 Copy
2.
C
off BR approving
i allotment
ll
3. Valuation Report in case obtained from the valuer (If any).
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 (If
any).
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. before
31.03.2014.
RIGHT ISSUE VS. PPOL
PPOL
•The entire amount raised by the Issue of offer
'or invitation will need to be parked in a
separate bank account and cannot be used until
allotted. [Proviso to Section 42 (6)] .
•The particulars of every private offer shall be
filed with the Registrar
g
within 30 days.
y off
circulation of offer letter. [Section 42(7)]
•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.
•Return of allotment is required to be filed with
the Registrar. [Section 42(9)]
(The time limit for filing return of allotment is
30 days, from the date of allotment.)
RIGHT ISSUE
•No Separate Bank Account Required
•No requirement of filling offer Letter
and CAF
•Notice of Offer to be sent through
9Registered post,
post or
9Speed Post, or
9Electronic mode
at least 3 days before the opening of
issue.
•No Requirement
q
off Valuation Report.
p
•Return of allotment is required to be
filed with the Registrar in Form PAS 3
(The time limit for filing return of
allotment is 30 days, from the date of
allotment.)
RIGHT ISSUE VS. PPOL
PPOL
RIGHT ISSUE
•The companies ,offering or inviting subscriptions
under private placement cannot advertise or utilize
any marketing media. [Section 42(8)] .
•One of the rigorous conditions prescribed is that
the application money cannot be received in cash.
Cheque, demand draft or banking channels is the
only
l way for
f issue
i
off securities
i i even under
d privately
i
l
placed offers, [Section 42(5)] .
PAS 4_NCDS
•The Offer shall be made to those person whose
names are already
l d recorded
d d by
b the
h company prior
i to
the invitation to subscribe by PPOL in Form PAS 4.
•AII securities under private placement are to be
allotted
ll tt d within
ithi a period
i d off 60 days
d
f
from
th receipt
the
i t
of application money. If the securities are not
allotted within the specified period}, If fails to repay
the application money, shall be liable to repay
money with
ith interest
i t
t att 12% per annum from
f
th
the
expiry of the 60th day [Section 42(6.)] . (No Scope of
Renounciation)
•application money cannot be
received in cash. Cheque,
q , demand
draft or banking channels is the
only way for issue of securities
•All conditions are like Letter of
Offer
•To issue shares to anyone at
anytime at such price is gone
•Via Renounciation will apply as
easy Target for Takeover or Entry of
Outside Shareholders possible.
RIGHT ISSUE VS. PPOL
PPOL
RIGHT ISSUE
•No Fresh Offer shall be made unless the earlier
allotment is completed.
•The Value of such Offer or Invitation per person
shall be minimum Rupees Twenty Thousand as Face
Value.
PAS 5
PAS 4_NCDS
•The Company shall maintain a Complete Record of
PPOL in PAS 5. Filling of PAS 5 and PAS 4 in Form GNL
2 is required.
required
•A complete list of all security holders containing‐
(i) the full name,
name address,
address Permanent Account
Number and E‐mail ID of such security holder;
(ii) the class of security held;
(iii) the date of allotment of security ;
(iv) the number of securities held, nominal value and
amount paid on such securities; and particulars of
consideration received if the securities were issued
for consideration other than cash.
•Fresh Offer (like PPOL) can
be made unless the earlier
allotment
ll
i completed.
is
l d
•There is no minimum fface
value of Rs.20000 specified
for Right Issue.
•No
requirement
to
maintain PAS 5 and File it
with
i h GNL 2
•A List of Allottees has to be
maintained for filling PAS 3.
RIGHT ISSUE VS. PPOL
PPOL
PENALTY
RIGHT ISSUE
•AS PER SECTION 42(10)
If a company makes an offer or
accepts monies in contravention of
this section,
section the company,
company its
promoters and directors shall be
liable for a penalty which may extend
t the
to
th amountt involved
i
l d in
i the
th offer
ff or
invitation
rupees,
or
two
crore
whichever is higher, and
the company shall also refund all
monies to subscribers within a period
of thirty days of the order imposing
the penalty.
PENALTY as per
Section 450 (Old
Section 629A)
F
Forms
S ti
Section
SH-1
46(3)
SH-2
P
Purpose
Old
Forms
Share Certificates
---
46(3)
Register of Renewed & Duplicate
Share Certificates
----
SH-3
54
Register of Sweat Equity Shares
----
SH-4
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
SH
7
64(1)
Notice to ROC for alteration of
Share Capital-
SH-1
SH-4
5
F
Forms
S ti
Section
P
Purpose
F
Old Forms
SH-8
68
Letter of Offer
SH 9
SH-9
68(6)
D l ti off S
Declaration
Solvency
l
(b
(buy b
back)
k)
---
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
SH-13
72
Nomination Form
SH- 14
72(3)
Cancellation or variation of
Nomination
SH- 15
Specifie Certificate of Compliance in respect
d by rule of Buy Back of Securities
Sec 68old77A
Sec71old117
Sec 72 old
109a-b
--------
SH-4
Securities Transfer Form
MCA Circular No
No. 19/2014 dated 12
12.06.2014:
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 jjustification of delayy in submission.
If the Co. not accept the Form then the Co. is
required
q
to g
give the reason for non-acceptance
p
within
time u/s 56(4)(c) of the Act.
Increase in Authorized Capital
1. Call BM.
1
BM
2. Give 21 clear days notice to members for EGM
2014.07.07_Form_
3. File E‐Form MGT14 within 30 days from EGM.
T-14_increase in Au
(MGT‐14 should be filed as MOA is altered by SR U/s 13)
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
SH 7
• Altered AOA (if any).
• Minutes of the member’s meeting.
• 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
i l Share
h
capital
i l
Up to 1, 00, 000
More than 1,00,000 up to
5,00,000
M
More
than
h
5,00,000
5 00 000 up to
10,00,000
More than 10,00,000 up
to 50,00,000
M
More
than
th
50,00,000
50 00 000 up
to 1,00,00,000
More than 1,00,00,000
Other
h than
h
OPCs and
d
Small Companies
Fixed
For every
10, 000 or
part thereof
h
f
5,000
NA
5,000 +
400
OPC and
d *Small
ll
Companies
Fixed
For every
10, 000 or
part thereof
h
f
2,000
NA
2,000
NA
21 000 +
21,000
300
2 000
2,000
NA
36,000 +
300
2,000 +
200
1 56 000 +
1,56,000
100
NA
NA
2,06,000 +
75
NA
NA
Notes: At the time of increasingg the authorized capital,
p , if fee payable
p y
on increased authorized capital
p
is exceedingg Rupees
p
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.
Notice of consolidation, division, etc. or increase in share
capital or increase in number of members
OLD FORM 5
NEW
FORM SH-7
SH 7
SH_7
ATTACHMENTS
ATTACHMENTS
ƒProof of receipt of
Central Government order
ƒ Copy of the Resolution for
alteration of capital, if
article permit;
ƒAltered MOA
ƒ Explanatory Statement
Altered AOA
ƒAltered
ƒ Altered MOA;
ƒOptional attachment(s),
if any
ƒ Optional Attachments,
Attachments
if any
CHAPTER-V
DEPOSITS(DPT)
Forms
Section
Purpose
p
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
Old
Forms
DPT- 1 shall be filed as an attachment to form GNL 2
As per CLB Order dated 28th January' 2015,
y An application u/s 73(4) read with
ith Section 76 of the Companies Act
regarding failure to repay deposits shall be made in Form No. 4 in
Annexure ll.
y An application u/s 74(2) of the Companies Act regarding extension
of time to repay the deposits for shall be made in Form No. 7 in
Annexure ll.
y As
A per MCA Notification
N tifi ti
dated
d t d 31.03.2014- Any
A amountt
received by way of subscriptions to any shares, stock, bonds or
debentures before the 01.04.2014 and disclosed in the balance sheet
for the FY ending
g on or before the 31.03.2014 against
g
which the
allotment
ll
is pending
d
on the
h 31.03.2015, the
h company shall,
h ll b
by the
h
01.06.2015, either return or allot or comply with Deposit rules.
MCA circular 3oth March, 2Ol5
y amounts received by private companies from
their member, director or relatives before
prior to 1st April, 2Ol4 shall not be treated as
'deposits'
deposits under the Companies Act,2013 and
Companies (Acceptance of Deposits) Rules, 2014
subject to the condition that relevant private
compan shall disclose
company
disclose, in the notes to its financial
statement for the financial year commencing on or
after lst April,
p 2014 the figure
g
of such amounts and
the accounting head in which such amounts have
been shown in the financial statement.
Chapter VI ‐ Register of Charges (CHG)
Forms
Section
Purpose
CHG‐1
77,78,79
Register of Charges Creation/ Modification
8
CHG‐2
CHG
77(1)
( ) &78
& 8
Certificate
C tifi t off Register
R i t (by
(b 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 Register of Debenture Creation/
,79
Modification
CHG‐10
Condonation of delay with ROC‐30‐300
days
***Not Available for filing***
Old
Forms
10
‐‐‐
Creation / Modification of charge
(other than debentures)
OLD FORM 8
ATTACHMENTS
NEW FORM
CHG-1
C G1
ATTACHMENTS
CHG-1
1. Instrument(s) of creation or
modification of charge
2. Instrument(s)
( ) evidencing
id
i creation
i or
modification of charge in case of
acquisition of property which is already
subject to charge
SAME AS PREVIOUS
3. Particulars of all joint charge holder
Form can be filed by the Company only
Form can be
F
b filed
fil d by
b the
th charge
h
Holder or Company
PARTICULARS FOR SATISFACTION OF CHARGES
OLD FORM 17
NEW FORM
CHG-4
CHG 4
CHG-4
ATTACHMENTS
ATTACHMENTS
Letter
L
tt off the
th charge
h
holder
h ld stating
t ti that
th t
the amount has been satisfied
SAME AS PREVIOUS
Different
from
others
Additional Fees in
case of delay (CHG 4)
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 60 days and up to 120 days
9 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
(
Delay Cases !!!!!!! (CHG
4))
Beyond
B
d 30 days
d
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
930 days in case of satisfaction of Charge
Application
to CG for extension off time ffor filing
of
pp
f g pparticulars of registration
g
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:
CHG-8
1. Instrument creating/modifying/satisfying the charge;
2 Letter
2.
L tt off authorization
th i ti (in
(i case off Authorised
A th i d Representative
R
t ti off a foreign
f i 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 2.
RD-2
Creation or Modification of charge (Debentures)
OR
Rectification in the above particulars ( its new !!!!)
OLD FORM 10
NEW FORM CHG-9
ATTACHMENTS
ATTACHMENTS
¾
Resolution authorizing the issue of
the debenture series
¾
Instrument of creation or
modification of charge
Form can be filed by the Company
only
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 eForm is being filed for rectification of
charges)
Form can be filed by the charge holder or
the Company
(
Delay Cases !!!!!!! (CHG
1 & 9))
y
330 days
y but before 3300
Beyond
days
Reason for non‐filing
should be mentioned in
the Form CHG‐10 in
case of creation &
modification
Beyond
B
d 300 days
d
Application to CG for
condonation of delay
Form CHG‐8
Order
O
d off CG for
f
approval for
condonation of delay in
Form
o INC.28
C. (O
(Old
d
Form 21) should also be
filed.
(Earlier also Condonation of delay was required
9beyond 60 days in case of creation & modification and ,
Chapter VII
Management & Administration(MGT)
Forms
Section
Purpose
Old Forms
MGT‐1
88(1)(a)
Register of Members
‐‐‐
MGT‐2
88(1)(b)&
(c)
Register of Deb holder/other sec holder
‐‐‐
MGT‐33
MGT
88(4)
Notice to kept the Foreign Register
‐‐‐
MGT‐4
89(1)
Dec by Regst 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)
Forms
Section
Purpose
Old Forms
MGT‐8
92(2)
Certification by PCS ‐92–
(all Listed/ Public
paid up 10 cr or T/o
Public‐paid
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
d
‐‐‐‐
MGT‐11
105(6)
Proxy Format MGT‐12‐Polling Paper
‐‐‐‐
MGT‐13
109
Report of Scrutinizer
‐‐‐‐
MGT‐14
94(1),117 Filling
g of Resolution & Agreement
g
to
(1)
ROC
MGT 15
121
MGT 13
Form 23
MGT 15 121
Report on AGM
MGT 15
Form of return to be filed with the Registrar
(in respect of beneficial interest in any shares 187c )
OLD FORM 22B
NEW FORM MGT-6
ATTACHMENTS
ATTACHMENTS
MGT-6
1.Declaration by person who
does not hold the beneficiary
interest as per section 187 C (1) is
to be attached.
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 interest187
C (2) is to be attached.
2.
Declaration by the person who
holds the beneficiary interest 89 (2)
is to be attached in Form MGT 5 (in
d l
duplicate)
)
3.
Declaration by beneficial owner on
an change in beneficial interest
any
89(3) in Form MGT 5 (in duplicate)
3. Declaration by beneficial
owner on any change in
beneficial interest 187
18 C (3)
(3).
ANNUAL RETURN‐ SALIENT FEATURES MGT 7
MGT-7
• CIN, Pub/Pvt, Sub Caste—Govt co/ Small Co/ OPC, Listed/un, Regd
Add, RTA,
• Principal Business –10
10 % or more of TO
• Particulars of HC/SC/AC
• Detail of Share Capital‐Auth/ Issue/Sub/Paid – opening, Change during
and
d Closing,
Cl i
D
Debenture,
b t
other
th sec, Premium
P
i
details
d t il
• TO and Net worth as on 31.03.2015
g Promoter,, Changes,
g , Top
p 10,, Dire & KMP , Indebtness
• Shareholding‐
• 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
Director KMP,
KMP
• Remuneration of Director,
• Penalty/ Punishment/ Compounding of offence
• All Filling Details to Roc or others, Disclosure, Detail‐FIIs, Others
MGT 10
MGT 10
Change in Shareholding Pattern of 2%
Change in Shareholding Pattern of 2% Inc/Dec in Promoter &
Top
p Ten Share—in 15 days
y
• Earlier MGT 10 was filed as an attachment to
GNL 2 as per MCA General Circular No.
06/2014
/
d d 29.03.2014 and
dated
d 09/2014
/
d d
dated
25.04.2014.
• Form
F
MGT 10 was available
il bl online
li
w.e.f.
f
22.11.2014.
• ProblemProblem 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.
MGT 14
CLARIFICATION ON FORM MGT‐14 THROUGH STP MODE.
As per MCA General Circular No. 28/2014 dated
09.07.2014 All cases of MGT-14 except for
y Change of name,
y Change of Object,
y Resolution for Further Issue of Capital and
y Conversion of Companies will be processed and
taken
k
on record
d using the
h Straight
S
h Through
Th
h Process
P
(STP)Mode.
(This Circular will be effective from 21.07.2014)
CH VIII-(DIV)idend DIV
y DIV
DIV-5
5 Statement of Amount Credited
to Investor Education & Protection
Fund
y Form and Sec 124, 125 not yet Notified
y Rules amended vide MCA Circular
dated 12.06.2014
1 INV - Statement of amount credited to IEPF
Procedure -‰
Pay Online or
‰
generate offline challan and deposited
g
p
the same at the designated
g
Bank.
‰
After confirmation of credit of challan of unclaimed dividend
‰
File form 1INV with the copy of challan
1 INV
5 INV- Statement of unclaimed and unpaid
amounts
y Fill and Upload form 5 INV on the IEPF portal
y A Challan with User Id and Password is generated
Form 5INV challan
y Install the Pre-requisite
Software's available at the IEPF Portal
. q
y Download and Fill the excel template for investor wise details of
unclaimed and unpaid from the IEPF Portal
y Upload excel files within 14 days of filing form 5 INV with investor-wise
details of unclaimed and unpaid amounts with the above User Id and
Password under “Upload
Upload Investor details”
details
y confirm uploaded files at the IEPF Portal under “confirm uploaded
files”
5 INV
5 INV- Statement of unclaimed and unpaid
amounts
Informations required to fill the excel template for investor wise details of
unclaimed
l i d and
d unpaid
id from
f
the
h IEPF Portal
P
l
y Date of AGM
y Name of shareholders
.
y Address
y Country, state, district, pin code
y Father
Father’ss Name
y Folio No. (as applicable)
y Investment type
y Amount
A
t due
d
y No. of Shares
y Proposed date of transfer to IEPF
Excel Sheet
CHAPTER- X
A di and
Audit
d Auditor(ADT)
A di (ADT)
Forms
Section
Purpose
Chapter VII
ADT 1 Specified Information to the Registrar by
Management
& Administration(MGT)
in rules
Company
for appointment of Auditor in
Old
Forms
23B
15 days of AGM – Sec 134 Auditor (E
Form available from 20th October,
2014)
ADT 2
Specified
in rules
Approval for Removal of auditor before
expiry of term; (To be filed in Form
RD 1)
---
ADT 3
Specified
in rules
Notice of Resignation by Auditor (E
Form available from 02nd October,
2014)
----
ADT 4
Specified
in rules
Report of CG
----
NOTICE OF APPOINTMENT OF AUDITOR
BY COMPANY
OLD FORM 23B
NEW FORM ADT-1
ATTACHMENTS
ATTACHMENTS
1.Copy
py of the intimation received
from the company
2. Optional attachment(s) - if any
The Form need to be filed by the
Auditor
1 Copy of the intimation sent by
1.
company
2. Copy of written consent given by
auditor
3. Copy of resolution passed by the
company
The Form need to be filed by the
Company
CHAPTER- XI
Appt & Qualification of Directors(DIR)
Forms
Section
Purpose
Old
Forms
DIR-1
150
Application for inclusion of Name in Data Bank of
Independent Director
DIR-2
DIR
2
152(5)
Consent to act as Director ( applicable for all)
DIR-3
153
Application for Allotment of DIN
DIR-3 C
157
Intimation of Director Identification Number by the
company to the Registrar DIN services
DIR-4
153
Verification of Applicant for DIN application (in
Affidavit)
DIR -5
153
Application for surrender of DIN
DIR-2
DIN-1
CHAPTER- XI
Appt & Qualification of Directors(DIR)
Forms
Section
Purpose
DIR-6
Specified
p
in Rule
Intimation of Change
g in Particular of DIN
DIR-7
Specified in Rule
Verification of Change in Part of DIN( in affidavit)
DIR-8
164(2)
Intimation by Director-164(2)
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
Old
Forms
DIN-4
DDA
32
OLD FORM DIN-1
NEW FORM DIR-3
ATTACHMENTS
C
ATTACHMENTS
C
1. Proof of Identity
2. Proof of Residence
3. Affidavit by the applicant
as per Annexure - 1 of the
DIN Rules
R l s
DIR-3
1. Proof of Identity (self attested
mandatory)
d t
)
2. Proof of Residence (self attested
mandatory)
((DIR-4 not to be attached as the
same is inbuilt in DIR-3)
T
Type
and
d Area
A
off occupation
ti need
d to
t b
be
specified in the Form
An applicant is required to affix
his/her DSC in the Form
OLD FORM DIN-4
NEW FORM DIR-6
ATTACHMENTS
ATTACHMENTS
1. Proof of change in particulars
2. Copy of verification by the
director/ designated partner
as per Annexure - 2 of the
DIN rules
DIR-6
1. Proof
P f off change
h
in
i particulars
i l
( lf
(self
attested)
2. Copy of verification by the director in
Form No. DIR-7. (not required)
3. Proof of Identity of director/ designated
partner
t
( In
I case off Indian
I di nationals,
ti
l
Income-tax PAN is a mandatory ) (self
attested)
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 )
9Bank statements,
9Electricity bill,
9Telephone bill,
9Utility 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.
NEW FORM DIR-12
OLD FORM 32
ATTACHMENTS
1. Evidence of payment of stamp
duty where qualification shares
is involved (This will be
mandatory
d t
only
l if th
the di
director
t
giving consent agrees to pay for
at least one share)
2 C
2.
Consent(s)
t( ) off th
the appointee
i t
Managing Director, director(s)
C ti
Continue…..
Form DIR 12
ATTACHMENTS
1. Letter of appointment
(in case of an appointment of a Director
/ Manager / CS/ CEO / CFO.)
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.)
CFO )
Continue….
3. Declaration regarding
g
g
qualification shares
4. Evidence of cessation
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.)
NEW FORM DIR-11 (NO OLD FORM)
ATTACHMENTS:
¾
DIR-11
DIR
11
Notice of resignation filed with the company
¾ Proof
P
f of
f dispatch
d
h
¾
Acknowledgement received from company, if
confirmation is received by the Company
As per MCA Circular
dt.03.03.15 DIR-11 can be
signed by the same
Director signing
DIR12.(But still MCA is
not accepting the same)
To be filed
by the
Director to
the ROC
within 30
days of
resignation
The reason for
g
should be
resignation
specified by the
Director
The Form DIR 11 shall not be required to
be filed by the director in case of the
followings: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-XII
MEETING OF BOARD & ITS POWERS
¾
MBP-1 Notice of Interest byy Director
¾
MBP-2 Register
g
of loans, securityy & Acquisition
q
made byy
the Company
186(9)
¾
MBP-3 Register of Investment not held in its own name
by the Company
187(3)
¾
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
¾
184(1)
( )
CHAPTER-XIII
APPOINTMENT & REMUNERATION OF MANAGERIAL
PERSONNEL
¾
MR 1 Return of appointment of
MR-1
MD/WTD/Manager/KMP old 25C
(Section 196 read with Sec 197 & sch V)
¾MR-2
Application to CG for Approval of
Appointment/Reappointment/Remuneration/
i
increase
i remuneration/waiver
in
ti / i
f excess or over
for
payment to MD/WTD/ Manager & Commission or
remuneration to directors
old 25A
[Section 196,197,200,201(1),203(1)]
¾
MR-3
3 Secretarial Audit Report
p
[Section 204(1)]
Return of appointment of managing director or whole time director or
manager/KMP
1. BR
2. SR
OLD FORM 25C
NEW FORM MR-1
ATTACHMENTS
ATTACHMENTS
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
py of CG approval
pp
((in case appointee
pp
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
d others
h hhas to bbe given
i
manadatorily
CONTINUATION……
FINE:
N :
If any person contravenes the provisions of
b punishable
p
b with fine
this section,, he shall be
which shall not be less than one
lakh
rupees but which may extend to five
fi lakh
l kh
rupees.
rupees
MR-3
Secretarial Audit Report
As per section 203 of Companies Act, 2013, Secretarial
Audit is applicable to –
1. Every Listed Companies
2. Every Public Company having paid up Share capital of
50 Crores or more, and
3. Every Public Company having turnover of more than
250 Crores or more
Management Representation letter to be provided by the
Company to the auditor
CHAPTER-XXIV
R i t ti Offices
Registration
Offi
&F
Fees
¾ GNL-1 Form for filing application with Registrar of
Companies
old
ld 61
¾GNL-2
GNL 2 Form
F
f submission
for
b i i
off Documents
D
t with
ith
the Registrar
old 62
¾ GNL-3 Particulars of person(s)/KMP charged or
specified for the purpose of sub-clause (iii) or (iv) of
clause 60 of section 2
¾ GNL-4 Form for filing addendum for rectification of
defects or incompleteness (Replacement of FORM
67)
Form for filing an application with Registrar of Companies
OLD FORM 61
NEW FORM GNL 1
ATTACHMENTS
ATTACHMENTS
¾ Board resolution
¾ S
Scheme
h
off arrangement,
t
amalgamation
¾ Detailed application
¾ Copy of notice received from
ROC or any other competent
authority
GNL-1
¾ Board resolution passed for the
purpose of making an application
¾ Scheme of arrangement,
amalgamation if application is filed
f amalgamation
for
l
ti
¾ Detailed application is required to be
attached in all the cases of filing
¾
Copy of notice received from ROC or
any other competent authority
Continuation……
IIn case off compounding
di
off offence,
ff
the
h detailed
d il d
application should contain the following details:
Detailed application--Petition
General profile and history of the company containing details such as name
name,
date of incorporation, main objects of the company
Facts of the case mentioningg nature of offence and p
period of default
Whether the offence is made good, if yes then how and when (i.e. the date where
applicable)
Prayer to compounding authority for compounding of offence
Continue…
Continue
Continuation……
In case of extension of AGM, the detailed application
should contain the following details:
Reasons of extension
Period for which extension is required
(Note: It should not exceed three months)
IIn case off extension
t
i
off FY,
FY the
th detailed
d t il d application
li ti
should contain the following details:
Reasons for extension of financial year
Period for which extension is required
(
(Note:
It should
h ld not exceed
d three
h
months)
h )
FORM GNL 1(OLD 61)
Purpose of filing
Section under
which
hi h the
th form
f
is required to be
filed (CA'13)
Chapter
N b
Number
Application for Compounding of Offences
441
28
Application for Extension of period of annual general
g byy three Months
meeting
96
8
Application for Extending the period of annual
accounts upto eighteen months under section 210(4)
132
9
Application for Declaring a defunct Company
248, 252
28
Application
A
li ti ffor S
Scheme
h
off arrangement,
t
amalgamation
232
15
Application for Normalising a dormant Company
455
29
Application – Others
Form for submission of documents with Registrar of Companies
OLD FORM 62
NEW FORM GNL-2
GNL 2
ATTACHMENTS
ATTACHMENTS
¾Copy of statement in lieu of
prospectus as per schedule IV or copy
of prospectus as per schedule II
¾Form 149 or form 152 or form 153 or
form 154 or form 156 or form 157 or
form 158 or form 159 of the
C
Companies
i (C
(Court)) Rules,
l 1959
¾Copy off prospectus
¾C
t or iinformation
f
ti
memorandum or private placement offer
letter or record of private to be kept by the
company
p y ((PAS 2,, 4,5)
¾Form 149 or form 152 or form 153 or
form 154 or form 156 or form 157 or form
158 or form 159 of the Companies (Court)
Rules, 1959
¾ Form 4A of the Companies (Central
Government's)
Government
s) General Rules and
Forms, 1956
¾Form SH-9: Declaration of solvency
¾Return of deposits pursuant to rule
10 off the
th Companies
C
i (Acceptance
(A
t
off
Deposits) Rules, 1975
¾Return of deposits or circular for inviting
deposits or circular in the form of
advertisement for inviting deposits
FORM GNL 2(OLD 62)
Purpose of filing
Statement in lieu of prospectus as per schedule IV
Prospectus
Form SH.9: Declaration of Solvency
Filing Final Statement of Account of winding up
Liquidator's statement u/s 551 read with rule 327 [Companies (Court) Rules]
Liquidator's Affidavit u/s 551 read with rule 327 [Companies (Court) Rules]
Liquidator's Statement of Unpaid Dividend or Undistributed Assets under
Sec.555 read with rule 335
Declaration of Solvency embodying a statement of assets and liabilities - Rule
313 [Companies (Court) Rules]
FORM GNL 2(OLD 62)
Purpose of filing
Return of final winding up meeting (Members voluntary winding up)- Rule
331 [Companies (Court) Rules]
Return of final winding up meeting (Creditors voluntary winding up) - Rule
331
Return of final winding up meeting (Creditors voluntary winding up) - Rule
331 [Companies (Court)
(Co rt) R
Rules
les
Other documents
AS AN ATTACHMENT
PAS-2, PAS-4, DPT-1, DIR-9,NDH-1, NDH-2 & NDH-3
FORM FOR FILING APPLICATION TO REGIONAL DIRECTOR
NEW FORM RD-1 (old 24A)
ATTACHMENTS
FILED AS AN ATTACHMENT:
MGT-3, ADT-2, DIR-5 (SURRENDER OF DIN), NDH-2, INC-12
For issue of license u/s 8
In case of new association:
1 MOA
1.
2. AOA
3. Declaration as per rule 19 of the Companies (Incorporation) rules, 2014.
4 Details application in Form INC
4.
INC-12
12
5. Statement of brief description of the work, if already done by the association
and work proposed to be done.
6. Statement of the grounds on which application is made
7. Other necessary attachments as per rules 19 of the Companies
(Incorporation) rules, 2014
Continuation……
In case of company already registered
1. Detailed application in Form INC-12
2 Assets and liability statement as per rule 20 of the Companies (Incorporation)
2.
rules, 2014
3. Last 2 years' accounts, balance sheet and report on working of the association
as submitted to the members of the association
4. Statement
S
off brief
b i fd
description
i i off the
h work,
k if already
l d d
done b
by the
h association
i i
and work proposed to be done.
5. Other necessary attachments as per rules 20 of the Companies (Incorporation)
rules, 2014
Rectification of name
1. Copy of board resolution
Removal of auditor
1. Copy of ordinary resolution
py of special
p
notice
2. Copy
3. Copy of the representation if any made by the statutory auditor
Form for filing Application to Central Government (RD) (Section 87)
NEW FORM RD-2 (Old 24AAA)
ATTACHMENTS
1. Copy of application in form CHG-8
1
CHG 8
2. Affidavit verifying the application
3. Other necessary attachments as per applicable rules
and sections
OLD FORMS STILL EXISTING AS ON DATE
SL
NO.
PURPOSE
FORM
1.
Form for submission of compliance certificate with the Registrar
66
2
2.
Statement of unclaimed and unpaid amounts
Form for intimating to Registrar of Companies of conversion of the
company into limited liability partnership (LLP).
Form for filing
g annual return byy a company
p y having
g a share capital
p
with the Registrar
5INV
3.
4.
5.
6
6.
Particulars of annual return for the company not having share capital
14LLP
20B
B
21A
Form for filing balance sheet and other documents with the Registrar 23AC
Form for filing Profit and Loss account and other documents with the
7.
23ACA
Registrar
8. Form for filing XBRL document in respect of Profit and Loss account 23ACAand other documents with the Registrar
XBRL
9. Form for filing XBRL document in respect of balance sheet and other 23ACdocuments with the Registrar
XBRL
10. Form of application to the Central Government for appointment of
23C
cost auditor (NEW FORM AVAILABLE w.e.f. 21.08.2014)
CONTINUATION………
11
11.
Form for Information by Cost Auditor to Central Government
12.
Information to be furnished in relation to any offer of a scheme or
contract involving the transfer of shares or any class of shares in
the transferor company to the
Form for filing XBRL document in respect of compliance report
and other
documents with the Central Government
Application for striking off the name of company under the Fast
Track Exit(FTE) Mode
13.
14.
23D
35A
A-XBRL
FTE
15.
Form for filing XBRL document in respect of cost audit report and
other documents with the Central Government
I-XBRL
16.
Application for requesting refund of fees paid
Refund
17
17.
Application for simplifying bank account opening process as user
shall not be required to submit any physical application form
BankACC
18.
Form for filing complaint(s) against the company
Investor
Complaint
Form
19.
Clarification
67AD.
20. Information by auditor to Registrar (effective w.e.f. 16.08.2014)
23B
Chapter
Ch
t XI Section
S ti 148
COST AUDIT
APPOINTMENT OF COST AUDITOR
FORM CRA-2-----TO BE FILED FOR
FINANCIAL YEAR 2015
CRA-2
FORM 23C-----TO
23C
TO BE FILED FOR
FINANCIAL YEAR COMMENCING
BEFORE 2015
23C
LIMITED LIABILITY PARTNER
Incorporation‐
1st Step
Obtain DSC of the desired partner for making application
Apply for a Designated Partner Identification Number (DPIN)
2nd Step
File Form DIR‐3 in order to obtain or DPIN (In case you already have a DIN the same can be
used as a DPIN.
•Proof of identity.
•Proof
P f off residence
id
(IF ALREADY HAVING DIN CHECK WHETHER RESIDENT IN INDIA OR NOT)
3rd Step
2014.05.19_Form1
File Form 1 ((Application
pp
for reservation or change
g of name))
LLP
th
4 Step
File Form 2 (Incorporation document and Subscriber’s statement)
2014.07.08_Form2
LLP
•Proof of address & NOC
•Details of Directors
•List of Partners
•List of Shareholders
•Resolution of BC for Authorization
•Subscriber sheet including consent of DP.
2014.07.22_Form3
LLP Agreement
5th Step
LLP
File LLP Agreement with signed (on Stamp Paper of Rs. 100) within 30 days of Incorporation in Form 3.
CONVERSION OF PRIVATE LIMITED TO LLP
Steps for Converting Private Limited Company into LLP
2014.12.10_Infra
No Charge with Bank should be there.
LLP Form 8
Contribution and Profit sharing Ratio should be same as per share Holding in
the company‐ as per Sec 47(clause XIII B) of IT Act, 1961
1st Step
Fil Form
File
F
1 for
f (Application
(A li ti for
f reservation
ti or change
h
off name))
2nd Step
Fil Form
File
F
18 along
l
with
i h Form
F
2 with
i h following
f ll i attachments:‐
h
9Affidavit
9Income Tax Return
2014.07.08 Form1 2014.07.08_Form2
2014.07.08_Form1
2014 07 08 Form2
9
9List
of Shareholders
8LLP
LLP
9Statement of Assets & Liability
3rd
2014.05.19_Form1
LLP
LLP Agreement
2014.07.22_Form3
2014
07 22 Form3
LLP
Step
File LLP Agreement with signed (on Stamp Paper Rs. 100) within 30 days of
Incorporation in Form 3.
An application for reservation of name u/s 16 : Rs. 200/‐
For registration of Limited Liability Partnership including conversion of a firm
or a private company or an unlisted public company into Limited Liability
Partnership:
Limited Liability Partnership whose contribution does
not exceed Rs. 1 lakh
Limited Liability Partnership whose contribution
exceeds Rs. 1 lakh but does not exceed Rs. 5 lakhs
Limited Liability Partnership whose contribution
exceeds
d Rs.
R 5 lakhs
l kh but
b t does
d
nott exceed
d Rs.
R 10 lakhs
l kh
Limited Liability Partnership whose contribution
exceeds Rs. 10 lakh
Rs. 500/‐
Rs. 2000/
2000/‐
Rs. 4000/‐
Rs. 5000/‐
E‐FILLING
PRECAUTIONS
ACTIVITY POINTS TO REMEMBER BEFORE GOING
FOR E-FILLING :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. Collect all documents/data ready as required for filing the form
5 Check your due dates
5.
6. Avoid filing after 270 days
7. Always download the fresh form before filing the same
8 Avoid
8.
A id 11th hour
h
fili
filing
9. Always keep your system clean by deleting cookies/temp files etc.
10.Update your Java, Adobe version as per the MCA System
11 Always
11.
Al
check
h k the
h attachments
h
b
before
f
fili
filing the
h same as maximum
i
fforms
are STPs.
12.Always download the New Upgraded Form from MCA mentioning the
date on the Website.
13.Always do check the Forms correctly before attaching the DSC otherwise
then again you have to modify and attach the DSC.
DSC IS A BIG FACTOR FOR E-FILLING
1. Check that whether the Director have the DSC or not..
2. DSC Form Attachments:‐ (Take half day / full day to make it)
‐‐‐‐Pan Card (ID Proof) / Passport
‐‐‐‐Voter‐Identity Card / Electricity Bill / Gas Bill / Municipality Challan
1. Get all new DSC registered with MCA & check its validity
2. Check your DSC e token & its software in advance
3. Set the Password
4. Always
y keep
p yyour system
y
clean byy deletingg cookies/temp
/
p files etc.
5. Update your Java, Adobe version as per the MCA System
6. Check properly before attaching DSC to the Forms as the Forms are
not ggettingg modified after affixingg DSC.
7. Attach the DSC of that DIN/PAN of whom it is mentioned in the Form.
8. Always check the Signatory details of the Company whether the DSC
has been expired or not.
9. If expired, renew the same with earlier token or make the new DSC.
goenkamohan@hotmail.com
goenkamohan@gmail.com