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Discussion > Corporate Law > MCA >

Form 2 - return of allotment and filing of annual return

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CA Practise

[ Scorecard : 69]
Posted On 17 November 2011 at 11:12 Report Abuse

Dear Frns,

Could some one help me on the following issues:

ISSUE1

We have incorporated a company and while filing Memorandum to the ROC,  we have mentioned in the memorandum regarding allotment of shares to the Subscribers of Memorandum. We had a doubt whether to file Form 2 to ROC (for allotment of shares- First time allotment at the time of incorporation-mentioning in the Memorandum) or not in case of first time allotment of shares at the time of incorporation.

Plz clarify whether form 2 is required to file to the ROC/MCA, even if it is for the first time allotment of shares?

ISSUE 2

And another Issue with regard to the filing of Annual Return:

While filing Annual return , Whether  Signature/ Attestation of CS ie, Company Secretary in Practice is required or not on the Annual return?

Or Any other Professional like CA in Practise Attestation is required or not while filing annual return to the ROC/MCA?

ISSUE3

A company has been incorporated in Jan 2011 and Company has appointed its first Auditor in Feb 2011.

Since there is no requirement for the first auditor to inform ROC  regarding his Appointment (Informing ROC within 30 days is required for the subsequent appointments), The auditor has not informed the ROC.

The company wants to file Annual Return , while filling the Annual return the forms like Form 23AC, 23 ACA are required to fill.

In the form 23 ACA there is a requirement asking for SRN ie. Service Request Number, which the company doesn’t have  , since the auditor has not informed the ROC thereby, company doesn’t have the SRN number, which is required to fill in the form 23 ACA.

Without filling the SRN number, we cant upload the Annual return/ Form .23AC, 23ACA.

So plz  tell me what is the course of action required to do in this situation.

All the above 3 issues relating to a pvt ltd company.

 


Online classes for CA CS CMA



Srirang Mahabhagwat
Asst. Company Secretary

[ Scorecard : 329]
Posted On 17 November 2011 at 11:53

1 In relation to the first query relating to the incorporation, we dont have the form 2 in respect of the shares  subscribed in the MOA.

2. The Annual Return has to be signed by a two Directors and incase there is a Company Secretary the same should be signed by One Director and a Secretary. The signature of a Whole-Time Practising Company Secretary will be required in case it is a Listed Company. However the Form 20B will have to be certified by a professional that is CA, CS or CWA.



Total thanks : 1 times




k.sampathkumar
CA Practise

[ Scorecard : 69]
Posted On 17 November 2011 at 12:19

Thank you very much for the Quick reply.....

Could you plz help me on third issue..........???




Charu Srivastava
Company Secretary

[ Scorecard : 3784]
Posted On 17 November 2011 at 12:27

ISSUE 1-  Form 2 is not required to be filed in this case.

ISSUE 2- The Annual Return has to be signed by

   1. both by  Director and Manger or Secretary

   2. In case there is no Manager or Secretary then by two Directors one whom shall be M.D if  any.          

    3.In case of Listed Company signature of Whole-Time Practising Company Secretary will be required

ISSUE-3 If the SRN of Form 23B is not available or in case information by auditor to RoC in Form 23B is not required to be filed, you may enter Z99999999.



Total thanks : 1 times



Srirang Mahabhagwat
Asst. Company Secretary

[ Scorecard : 329]
Posted On 17 November 2011 at 12:46

Thanks Charu,
 
Your info was more specific and provided detailed provisions.
 


Total thanks : 1 times



CS Ankur Srivastava
Company Secretary & Compliance Officer

[ Scorecard : 14901]
Posted On 17 November 2011 at 12:47

Originally posted by : k.sampathkumar

Dear Frns,

Could some one help me on the following issues:

ISSUE1

We have incorporated a company and while filing Memorandum to the ROC,  we have mentioned in the memorandum regarding allotment of shares to the Subscribers of Memorandum. We had a doubt whether to file Form 2 to ROC (for allotment of shares- First time allotment at the time of incorporation-mentioning in the Memorandum) or not in case of first time allotment of shares at the time of incorporation.

Plz clarify whether form 2 is required to file to the ROC/MCA, even if it is for the first time allotment of shares?


Dear Sir,

 

In case of subscribers of Memorandum form 2 is not required to be filed because it is a deemed allotment of shares. Shares are not allotted to the subscribers of memorandum they are considered the members and shareholders of the Company from the date of incorporation.




CS Ankur Srivastava
Company Secretary & Compliance Officer

[ Scorecard : 14901]
Posted On 17 November 2011 at 12:51

Originally posted by : k.sampathkumar


ISSUE 2

And another Issue with regard to the filing of Annual Return:

While filing Annual return , Whether  Signature/ Attestation of CS ie, Company Secretary in Practice is required or not on the Annual return?

Or Any other Professional like CA in Practise Attestation is required or not while filing annual return to the ROC/MCA?

ISSUE3

A company has been incorporated in Jan 2011 and Company has appointed its first Auditor in Feb 2011.

Since there is no requirement for the first auditor to inform ROC  regarding his Appointment (Informing ROC within 30 days is required for the subsequent appointments), The auditor has not informed the ROC.

The company wants to file Annual Return , while filling the Annual return the forms like Form 23AC, 23 ACA are required to fill.

In the form 23 ACA there is a requirement asking for SRN ie. Service Request Number, which the company doesn’t have  , since the auditor has not informed the ROC thereby, company doesn’t have the SRN number, which is required to fill in the form 23 ACA.

Without filling the SRN number, we cant upload the Annual return/ Form .23AC, 23ACA.

So plz  tell me what is the course of action required to do in this situation.

All the above 3 issues relating to a pvt ltd company.

 

 

 

Rearding issue 2 and 3 the clarification provided by Ms. Charu is very specific and clear.

However, it is suggested that the Company must ask Auditor to file form 23B and inform the SRN and use that SRN in form 23 AC



Total thanks : 1 times



Dhananjay Reddy
student

[ Scorecard : 26]
Posted On 17 November 2011 at 12:52

i agree with charu




k.sampathkumar
CA Practise

[ Scorecard : 69]
Posted On 17 November 2011 at 13:10

Thanks to all of you  for providing the detailed and specific information which helps a lot .........

Once again thanks to Srirang Bhaghawat, Charu Srivastava, Ankur Srivastava and Dhanunjay.....




Srirang Mahabhagwat
Asst. Company Secretary

[ Scorecard : 329]
Posted On 17 November 2011 at 13:14

Be i touch



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