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Annual and Other Obligations under Companies Act, 1956
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Obligations under the
Companies Act, 1956 with respect to E-filing of Forms, Returns and Documents
with Registrar of Companies
The Companies Act, 1956 ("the Act") provides for and casts
an obligation on Companies incorporated under the Act to file various forms,
returns and documents under various sections with the Registrar of Companies
(ROC) in an electronic mode within the prescribed time along with the
prescribed fees or with payment of additional fees in the event of delayed
filing.
The Ministry of Corporate Affairs has introduced a new
e-governance Project MCA-21 which is designed to fully automate all processes
related to pro-active enforcement and compliance of legal requirements under
the Companies Act, 1956. The major component of this project are front office
and back office. The front office is administered through the portal
www.mca.gov.in. since September 30, 2006. Physical filing of forms under
Companies Act has been discontinued and the physical form discarded.. All
filing after September 30, 2006 is through e-filing using specially designed
e-forms.
The various documents, returns etc. that are required to be
filed with the ROC could be categorized as those which are required to be
filed once in a year (Annual Filin7g Obligations) and those which are required
to be filed from time to time with ROC/Central Government as provided under
the Act (Other Filing Obligations).
Annual Obligations
with respect to filing of returns/documents under the Act with ROC
(a) Annual Return
UNDER SECTIONs 159, 160
(i) The annual return has to be filed with the ROC in an
electronic mode within 60 days of the holding of the annual general meeting;
(ii) Where annual general meeting has not been held, the
return is required to be filed within 60 days from the date on which the
annual general meeting should have been held;
(iii) The return is to be duly signed digitally and the
requisite certificates to be attached as per section 161;
(iv) In case of a company whose shares are listed on a
recognized stock exchange; the return is to be also signed digitally by a
secretary in whole-time practice.
Note: In case of an adjourned annual general
meeting, the annual return incorporates the date of the original meeting.
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Description
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e-Form
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Particulars of annual
return for the company not having share capital |
Form 21A |
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Form for filing annual
return by a company
having a share capital with the Registrar |
Form 20B |
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Form of annual return
of a foreign company having a share capital |
Prescribed Form 20B |
(b) Balance sheet,
etc., under section 220
(i) the balance sheet, etc., to be adopted at the annual
general meeting;
(ii) copy of Annual report including Balance Sheet etc. to
be e-filed with the ROC within 30 days of the date of the annual general
meeting;
(iii) where an annual general meeting (AGM) is not held,
copy of balance sheet etc. to be e-filed within 30 days from the latest day on
or before which the meeting should have been held and a statement of the fact
and of the reasons thereof to be filed along with the balance sheet.
(iv) where balance sheet etc., is laid before but not
adopted at the AGM or the AGM was adjourned without adopting the balance
sheet, a statement of the fact and reasons thereof was filed along with
balance sheet, etc. to be filed within 30 days of the AGM.
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Description
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e-Form
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Form for filing balance
sheet and other
documents with the Registrar |
Form 23AC |
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Form for filing Profit
and Loss account and
other documents with the Registrar |
Form 23ACA |
(c) Compliance
Certificate under section 383A
(i) The company to which proviso to sub-section (1) of
section 383A is applicable, has to digitally file with the ROC a Certificate
from a Company Secretary in whole time Practice in Form appended to the
Companies (Compliance Certificate) Rules, 2001 within 30 days from the date of
annual general meeting, along with the Annual Report.
(ii) In case the annual general meeting of the company is
not held for the year, the aforesaid Compliance Certificate to be digitally
filed with the ROC within 30 days from the latest day on or before which that
meeting should have been held.
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Description
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e-Form
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Form for submission of
compliance certificate with the Registrar |
Form 66 |
OTHER OBLIGATIONS
Approval Services
(Head quarters)
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Description
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e-Form
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Application to Central
Government for modification in the matters to be stated in the
company’s balance sheet or profit and loss account |
Form 23AAA |
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Form for filing
application or documents with Central Government |
Form 65 |
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Form for filing
application for declaration as
Nidhi Company |
Form 63 |
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Form of application to
the Central Government for obtaining prior consent for holding of any
office or place of profit in the company by certain persons |
Form 24B |
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Form for filing
application for giving loan, providing security or guarantee in connection
with a loan |
Form 24AB |
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Form of application to
the Central Government for appointment of cost auditor |
Form 23C |
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Application to Central
Government for not providing depreciation |
Form 23AAC |
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Application for
exemption from attaching the annual accounts of the subsidiary companies |
Form 23AAB |
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Form of application for
approval for declaration of dividend out of reserves |
Form as
prescribed |
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Form of application for
removal of disqualification of directors |
Form DD-C |
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Form of application for
approval of the Central Government for the appointment of sole selling
agents by the company |
Form I |
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Form of application for
approval of the Central Government for the appointment of sole buying
agent by a company |
Form II |
Approval Services
(Regional Director)
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Description
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e-Form
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Application for
confirmation by Regional Director for change of registered office of the
company within the State from the juridiction of one Registrar to the
jurisdiction of another Registrar |
Form 1AD |
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Form for filing
application for opening branch(s) by a nidhi company |
Form 64 |
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Form for filing
application to Regional Director |
Form 24A |
Approval Services
(Registrar of Companies)
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Description
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e-Form
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Application for
approval of the Central Government for change of name or conversion of a
public company into a private company |
Form 1B |
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Form for filing an
application with Registrar of Companies |
Form 61 |
Change Services
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Description
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e-Form
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Application form for
availability or change
of a name |
Form 1A |
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Notice of (A)
alteration in names and addresses of persons resident in India authorized
to accept service on behalf of a foreign company (B) alteration in the
address of principal place of business in India of a foreign company (C)
list of places of business established by a foreign company
(D) cessation to have a place of business in India |
Form 52
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Return of alteration in
the charter, statute or memorandum and articles of association, address of
the registered or principal office and directors and secretary of a
foreign company |
Form 49 |
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Particulars of
appointment of managing director, directors, manager and secretary and the
changes among them or consent of candidate to act as a managing director
or director or manager or secretary of a company and/or undertaking to
take and pay for qualification shares |
Form 32 |
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Notice of situation or
change of situation of registered office |
Form 18 |
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Notice of
consolidation, division, etc. or increase in share capital or increase in
number of members |
Form 5 |
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Application for
approval of the Central Government for change of name or conversion of a
public company into a private company |
Form 1B |
Charge Management
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Description
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e-Form
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Appointment or
cessation of receiver or manager |
Form 15 |
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Particulars for
creation or modification of charges (other than those related to
debentures) |
Form 8 |
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Receiver’s or manager’s
abstract of receipts and payments |
Form 36 |
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Particulars for
satisfaction of charges |
Form 17
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Particulars for
registration of charges for Debenture |
Form 10 |
Company
Registration
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Description
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e-Form
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Application or
declaration for incorporation of a company |
Form 1 |
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Notice of situation or
change of situation of
registered office |
Form 18 |
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Application form for
availability or change of a name |
Form 1A |
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Declaration of
compliance with the provisions of section 149(2)(b) of the Companies
Act,1956 |
Form 20
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Declaration of the
compliance with the provisions of sections 149(2A) and (2B) |
Form 20A |
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Declaration of
compliance with the provisions of sections 149(i)(a), (b) and (c) of the
Companies Act, 1956 |
Form 19
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Documents delivered for
registration by a foreign company |
Form 44 |
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Registration of an
existing company as a limited company |
Form 39 |
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Application by an
existing joint stock company or by an existing company (not being a joint
stock company) for registration as a public limited or private limited or
an unlimited company |
Form 37
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Particulars of
appointment of managing director, directors, manager and secretary and the
changes among them or consent of candidate to act as a managing director
or director or manager or secretary of a company and/or undertaking to
take and pay for qualification shares |
Form 32
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Compliance Related
Filing
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Description
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e-Form
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Return of allotment
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Form 2 |
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Particulars of contract
relating to shares allotted as fully or partly paid-up otherwise than in
cash |
Form 3 |
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Statement of amount or
rate per cent of the commission payable in respect of shares or
debentures and the number of shares or debentures for which persons
have agreed for a commission to subscribe for absolutely or conditionally
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Form 4 |
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Return in respect of
buy Back of Shares |
Form 4C |
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Statutory Report
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Form 22 |
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Registration of
resolution(s) and agreement(s) |
Form 23
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Information by Auditor
to Registrar |
Form 23B |
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Return of appointment
of managing director or whole time director or manager |
Form 25C
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Form for submission of
documents with Registrar of Companies |
Form 62 |
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Statement of amounts
credited to investor
education and protection fund |
Form 1 |
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Report by a public
company |
Form DD-B |
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Form of annual return
of a foreign company having a share capital |
Form as prescribed |
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Form for filling cost
audit report and other Documents with the Central Government |
Form as prescribed |
Informational
Services
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Description
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e-Form
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Particulars of person(s)
or director(s) or
changed or specified for the purpose of
clause (f) or (g) of section 5 |
Form 1AA |
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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
transferee company |
Form 35A |
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Registration of
resolution(s) and agreement(s) |
Form 23
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Notice of address at
which books of account are maintained |
Form 23AA |
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Form of return to be
filed with the Registrar |
Form 22B |
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Notice of the court or
the Company Law Board order |
Form 21 |
Investor Services
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Description
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e-Form
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Form for filing
complaint(s) against the
company |
Investor Complaint
Form |
Provisions related
to Managerial personnel
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Description
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e-Form
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Form of application to
the Central Government for increase in the number of directors of the
company |
Form 24
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Form of application to
the Central Government for approval of appointment or reappointment and
remuneration or increase in remuneration or waiver for excess or over
payment to managing or whole-time director(s) or manager and commission or
remuneration or expression of opinion to directors |
Form 25A |
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Form of application to
the Central Government for approval to amendment of provisions relating to
managing, whole time or non rotational director |
Form 25B
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Form of application for
removal of disqualification of directors |
Form DD-C |
FORM 67 (ADDENDUM)
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Description
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e-Form
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Form for filing
addendum for rectification of defects or incompleteness |
Form 67 (Add.) |
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Particulars of
appointment of managing
director, directors, manager and secretary and the changes
among them or consent of candidate to act as a managing director or
director or manager or secretary of a company and/or undertaking to take
and pay for qualification shares |
Form 32 Addendum
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Limited liability
partnership (LLP) forms
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Description
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e-Form
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Form for intimating to
Registrar of
Companies of conversion of the company
into limited liability partnership (LLP). |
Form 14
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DIRECTOR IDENTIFICATION NUMBER (DIN)
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Description
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e-Form
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Approved DIN is
mandatory after July, 2007 (unless extended by notification). Provisional
DIN will not be acceptable after July 1, 2007 and only approved DIN would
be necessary. Any individual desiring become a director or be re-appointed
is required to obtain DIN. (Sections 266A & 266B)
How to obtain an Approved DIN
i. The applicant is required to click and open the
application form (Form DIN-1) on the portal www.mca.gov.in and fill-up
various particulars on-line. Please
ensure that you do not use any
abbreviations or initials in the case
of name;
ii. Click on the ‘Submit’ function and the
system would automatically generate a provisional DIN in the space
provided for in this form; fees of Rs. 100/- is required to
be paid for submitting DIN App w.e.f. 1-7-2007
iii. Thereafter, the applicant is required to take
a print-out of the two-page form, affix his photograph in the space
provided, manually sign the undertaking at the end, enclose copies of
the proof of identity and the proof of residence with the application
form and get the
requisite certifications from any of the authorities specified therein;
iv. On completion of Step (iii) above, the
applicant is required to send these papers by post to the Central DIN
Processing Cell at NOIDA. Address is given on the DIN form.
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DIN 1 |
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Every existing director
shall, within one month of the receipt of DIN from Central Government
intimate his DIN to the company or all companies wherein he is a director.
(Section 266D) |
DIN 2 |
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Every company shall,
within one week of the receipt of intimation of DIN by director, furnish
the DIN of all its directors to the ROC (Section 266E) Company
incorporated after July 1, 2007 need not file DIN 3 |
DIN 3 |
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Every director can
inform changes (if any) in the personal particulars. |
DIN 4 |
REGISTRATION OF DIGITAL SIGNATURE
Effective from July 1, 2007 the verification of credentials
of authorised signatories and Professionals is proposed to be carried out
during e-filing. MCA-21 system has sophisticated electronic ‘pre-scrutiny’
facilities that can verify the credentials of the signatory prior to
acceptance of electronic documents. Therefore, documents that are digitally
signed by the authorised signatories will be accepted by the system.
Step by step Process
for Director/Secretary/Professional
Step 1: Log on to MCA portal
Step 2: Select Director/Secretary/Professional link and
register the Certificate.
The information submitted by the professionals at the time of
registering the digital signature certificate is verified by information in
database and that submitted by the Professional Institute.
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