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ROC Form 2

Vidisha Jain (CA FINAL) (155 Points)

09 November 2009

Hi frenz...

Should form 23 be filed before filing Form 2 ??

Regards

Vidisha

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12 Replies

Jyoti Aggarwal (COMPANY SECRETARY) (336 Points)
Replied 09 November 2009

no,

if it is simple private placement then no need to file form 23 only form 2 is sufficient with attachement of list if allottes and baord resolution.

Vidisha Jain (CA FINAL) (155 Points)
Replied 09 November 2009

In which case, should Form 23 be filed ?

Jyoti Aggarwal (COMPANY SECRETARY) (336 Points)
Replied 09 November 2009

if u r doing prefrential allotment under section 81 1A den u have to file form 23 for passing special resolution.

Ankur Garg (Company Secretary and Compliance Officer) (114679 Points)
Replied 09 November 2009

Dear Vidisha,

Kindly appreciate there is no need to file form-23 along with form-2 for allotment if you are doing the allotment by passing board resolution. To understand teh filing of form-23 refer section 192 of teh companies act, 1956.

Form-23 is filed to register certain resolutions and agreements with ROC. For such resolutions and agreement refer the list given in section 192(4).

Please let me know if there is any doubt.

Best Regards

Reema khurrana (Associate Company Secretary) (59 Points)
Replied 10 November 2009

Dear Vidisha.

No form 23 is not required to be filed in case of allotment of shares. Just convene a B.M and just the list of allottees is required to be attached in form 2.

Form 23 is to be filed to register certain resolutions and agreements

Few i can say is 1.) Change in name of the Company 2.) Change in object Clause of the Company

3..) Change in Registered office in diff state. 4.) Appt of M.d or Whole Time Director

For rest all Kindly refer Sec 192

CA. Prabudh Sharma (CA) (83 Points)
Replied 15 November 2009

Form 23 needs to be filed only when the members of a pub. co. ( @ A/EGM) pass a resol'n u/s 81 (1A) (a) to waive their right reg. preferential allotment of shares to themselves.

This resol'n has to be a SR, hence Form 23 has to be filed in such cases.

In any other case, file Form 2 straight forward.

RAMESH KUMAR VERMA ( CS PURSUING ) (43828 Points)
Replied 09 February 2010

VIDISHA,

NO FORM 23 IS NOT REQUIRED TO BE FILED IN CASE OF ALLOTMENT OF SHARES. AND THE LIST OF ALLOTTEES IS MUST TO BE ATTACHED IN FORM 2.

FORM 23 IS TO BE FILED TO REGISTER CERTAIN RESOLUTIONS AND AGREEMENTS

FEW I CAN SAY that IS:-

· CHANGE IN NAME OF THE COMPANY:-

· CHANGE IN OBJECT CLAUSE OF THE COMPANY:-

· CHANGE IN REGISTERED OFFICE IN DIFF STATE.

· APPT OF M.D OR WHOLE TIME DIRECTOR

FOR REST ALL KINDLY REFER SECTION 192, OF COMPANY ACT.

RAMESH KUMAR VERMA

CS Ankur Srivastava (Company Secretary & Compliance Officer) (17821 Points)
Replied 09 February 2010

Dear All,

I think there is no need to further say that form 23 is not required to be filed in this case because earlier many of the replies are already mentioned the same fact.

But in addition it is pertinent to mention here that form 23 is required to be filed in any case where the resolution or agreement is reqrired to be registered with ROC i.e. what section 192 is all about. Specially in case of every Special Resolution and certain other Board and Ordinary resolutions.

(Guest)

I would like to know the no. of the days the ROC may take to approve or reject the filed Form 2 ?

Ankur Garg (Company Secretary and Compliance Officer) (114679 Points)
Replied 02 March 2010

Well it depends on the work load & certain other factors like holidays and there is no fix or statutory time limit for ROC to approve. For example if you upload your form on friday just before Holi then there would be no response from ROC before wednesday due to Holiday for Holi.

Normally it took 2-3 days.

Regards