Filing of form 23
This query is : Resolved
Querist : Anonymous
Querist :
Anonymous
(Querist)
12 July 2013
I understand that Form 23 is for filing Board's resolution u/s 192 of the Companies Act.In the place where Section and Purpose of passing the Resolution is to be mentioned i wrote section 58A ,invitation of Deposits from the Public.Then what am i supposed to mention?Do i need to attach text of advertisement in Form 23?
12 July 2013
No, Section 58A is not covered under section a92 of the Companies Act, 1956.
12 July 2013
Compulsory requirement for issuance of advertisement for inviting deposit
Rule 4 provides that where a non-financial industrial public company proposes to invite and accept deposits from the public, it shall first issue an advertisement in a leading English newspaper and also in a vernacular newspaper circulating in the State in which the registered office of the company is situated.
The advertisement will contain the following details:—
(a) Name of the company;
(b) Date of incorporation;
(c) Business carried on by the company and its subsidiaries with details of branches and factories;
(d) Particulars of management of the company;
(e) Names, addresses and occupation of directors;
(f) Profits before and after tax for three financial years preceding the date of the advertisement;
(g) Dividends declared by the company for the last three years;
(h) Financial position of the company from the audited accounts for two years preceding the date of the advertisement.
The advertisement will also include a statement to the effect that the advertisement is issued on the authority and in the name of the Board of directors of the company and indicate the date on which the Board of directors has approved the text of the advertisement, including the terms and conditions subject to which the deposits shall be accepted by the company. It is usually stated in the application form that contains the terms and conditions subject to which deposits will be accepted. (See Appendix 2 for Specimen of Board Resolution)
18. Requirement for inclusion of a declaration in the advertisement
The advertisement shall be approved by the Board of directors, which shall contain declarations to the effect:—
(i) that the company has complied with the provisions of these rules;
(ii) that the compliance with these rules does not imply that repayment of deposits is guaranteed by the Central Government; and
(iii) that the deposits accepted by the company (other than secured deposits, if any accepted under the provisions of these Rules, the appropriate amount of which may be indicated) are unsecured and ranking pari passu with other unsecured liabilities;
(iv) that the company is not in default in repayment of any deposit or part thereof and any interest thereupon in accordance with the terms and conditions of such deposit.
Rule 4 provides that where a non-financial industrial public company proposes to invite and accept deposits from the public, it shall first issue an advertisement in a leading English newspaper and also in a vernacular newspaper circulating in the State in which the registered office of the company is situated.
The advertisement will contain the following details:—
(a) Name of the company;
(b) Date of incorporation;
(c) Business carried on by the company and its subsidiaries with details of branches and factories;
(d) Particulars of management of the company;
(e) Names, addresses and occupation of directors;
(f) Profits before and after tax for three financial years preceding the date of the advertisement;
(g) Dividends declared by the company for the last three years;
(h) Financial position of the company from the audited accounts for two years preceding the date of the advertisement.
The advertisement will also include a statement to the effect that the advertisement is issued on the authority and in the name of the Board of directors of the company and indicate the date on which the Board of directors has approved the text of the advertisement, including the terms and conditions subject to which the deposits shall be accepted by the company. It is usually stated in the application form that contains the terms and conditions subject to which deposits will be accepted. (See Appendix 2 for Specimen of Board Resolution)
18. Requirement for inclusion of a declaration in the advertisement
The advertisement shall be approved by the Board of directors, which shall contain declarations to the effect:—
(i) that the company has complied with the provisions of these rules;
(ii) that the compliance with these rules does not imply that repayment of deposits is guaranteed by the Central Government; and
(iii) that the deposits accepted by the company (other than secured deposits, if any accepted under the provisions of these Rules, the appropriate amount of which may be indicated) are unsecured and ranking pari passu with other unsecured liabilities;
(iv) that the company is not in default in repayment of any deposit or part thereof and any interest thereupon in accordance with the terms and conditions of such deposit.
12 July 2013
Filing of Advertisement with the Registrar of Companies before publication:
In terms of rule 4(4), no company can invite deposits until or before the publication of the advertisement, a copy thereof duly signed by a majority of the directors is filed with the Registrar of Companies alongwith the adequate filing fees as per provisions of Schedule X of the Companies Act, 1956. The advertisements signed as stated above should be filed in e-Form 62 electronically with the Registrar along with:
(a) The letter of authority, if any;
(b) The power of attorney granted by a director where his attorney signs the advertisement;
(c) Filing fees;
(d) Consent of the brokers, if any.
Filing of Advertisement with the Registrar of Companies before publication:
In terms of rule 4(4), no company can invite deposits until or before the publication of the advertisement, a copy thereof duly signed by a majority of the directors is filed with the Registrar of Companies alongwith the adequate filing fees as per provisions of Schedule X of the Companies Act, 1956. The advertisements signed as stated above should be filed in e-Form 62 electronically with the Registrar along with:
(a) The letter of authority, if any;
(b) The power of attorney granted by a director where his attorney signs the advertisement;
(c) Filing fees;
(d) Consent of the brokers, if any.
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