GDR holder is not a member until transfer or redemption, neither Overseas Depository Bank is a nominee or beneficial owner – MCA clarification

Ministry of Corporate Affairs (MCA) vide its General Circular No. 1/2009 [No.17/67/2009 CL-V] dated 16th June 2009 has clarified that a Global Depository Receipt (GDR) holder is NOT a member as,

• Under Section 41(1) & 41(2) of Companies Act, 1956, a GDR holders name is neither entered as Subscriber to Memorandum (MoA) nor in Register of Members (RoM)
• Under Section 41(3) of Companies Act, 1956, a Overseas Depository Bank under GDR is neither a Depository (as per Depositories Act, 1996) nor holds share as a Beneficial Owner (BO).

Thus, holder of GDR may become a Member only on Transfer or Redemption into Underlying Equity Shares.  Though the underlying shares on transfer/redemption is allotted to Overseas Depository Bank, it canNOT be considered as Nominee of GDR holder for the purpose of Section 41 & 42 of Companies Act, 1956

Company Secretary Appointment Rules amended-5crores&above-Mandatory

More job opportunities for Company Secretaries in employment as it will be become mandatory & an enforceable provision (atleast now) OR more unemployment for Company Secretaries in employment & more opportunities for practice!!! These are all just views, the quality in Company Secretaries will always be banked upon, irrespective of any legislative amendments. We, Company Secretaries, lets keep rockin...

Amended & Applicable Provision from 15th March 2009:

Get Mandatory Compliance Certificate:

• if your share capital is between 10 lakhs & 2 crores;
• if your share capital is between 2 crores & 5 crores and you have not appointed whole time company secretary.

Mandatorily appoint a Whole Time Company Secretary:

• if your share capital is between 2 crores & 5 crores and you have not got the Compliance Certificate;
• if your share capital is above 5 crores.

And, NO special provisions for Companies having its registered office in a place with a population of less than one lakh as per 2001 census.

COMPANIES (APPOINTMENT AND QUALIFICATIONS OF SECRETARY) AMENDMENT RULES, 2009 - AMENDMENT IN RULE 3 NOTIFICATION NO. G.S.R. 11 (E), DATED 5-1-2009 In exercise of the powers conferred by clauses (a) and (b) of sub-section (1) of section 642 read with clause (45) of section 2 and section 383A of the Companies Act, 1956 (1 of 1956), the Central Government hereby makes the following rules further to amend the Companies (Appointment and Qualifications of Secretary) Rules, 1988, namely :— 1. (1) These rules may be called the Companies (Appointment and Qualifications of Secretary) Amendment Rules, 2009. (2) They shall come into force from the 15th day of March, 2009. 2. In the Companies (Appointment and Qualifications of Secretary) Rules, 1988, in rule 2, (i) in sub-rule (1) and in the proviso to sub-rule (4), for the words "rupees two crores" the following words shall be substituted, namely:— "five crore rupees"; (ii) in sub-rule (3), the second and third proviso shall be omitted; (iii) after sub-rule (3), the following sub-rule shall be inserted, namely:— "(3A) A company having a paid up share capital of two crore rupees or more but less than five crore rupees may appoint any individual who possesses the qualification of membership of the Institute of Company Secretaries of India constituted under the Company Secretaries Act, 1980 (56 of 1980), as a whole-time secretary to perform the duties of a secretary under the Companies Act, 1956: Provided that where a company has appointed under sub-rule (3) or this sub-rule, a whole-time company secretary, possessing the qualification of membership of the Institute of Company Secretaries of India, such a company is not required to obtain a certificate from a secretary in whole-time practice under rule 3 of the Companies (Compliance Certificate) Rules, 2001."

Source: http://www.taxmann.net/Datafolder/flash/flashbn0701_2.htm

Enjoy workin...Vj

[Companies Act]e-Form 8 WITHIN 30 days of Creation / Modification of Charge; on Sufficient cause & Additional fee WITHIN 60 days; Beyond 60 days, apply to Company Law Board (CLB)

The procedure for seeking condonation of delay in terms of Section 141 of the Companies Act, 1956 as it stood prior to 27-10-2007 would come into force from 6th July 2008.

The government has withdrawn earlier circular allowing companies to file Form 8 within 300 days without filing petition with CLB by a General Circular dt. 1st July 2008.

Now, earlier limit of 30 days (and 60 days with late fee) will apply to all form 8 to be uploaded from 6.7.2008 onwards.

Section 134 / 135 of the Companies Act, 1956, deals with the Creation / Modification of Charge.  The provisions for Creation / Modification of Charge is SAME.  In both the cases, e-Form 8 to be filed WITHIN 30 days of such Creation / Modification.  Such period of 30 days can be EXTENDED to another 30 days, on showing SUFFICIENT CAUSE & paying ADDITIONAL FEES to RoC (Registrar of Companies).  Any further delay, i.e, delay beyond a period of 30+30 = 60 days, can be CONDONED by CLB (Company Law Board) only as per Section 141 of the Act.  Further, such Condonation of Delay SHALL NOT PREJUDICE any rights acquired in respect of the property concerned, BEFORE the Charge is ACTUALLY REGISTERED.  Hence,
1. Creation / Modification of Charge = File e-Form 8 WITHIN 30 days of Creation / Modification with Normal Filing Fees;
2. Creation / Modification of Charge = 31 to 60 days of Creation / Modification, show Sufficient Cause + File e-Form 8 WITHIN 60 days of Creation / Modification WITH Additional Filing Fees;
3. Creation / Modification of Charge [>] 60 days of Creation / Modification, apply to Company Law Board (CLB)  to CONDONE the delay.

This is the situation which WAS prevailing till 27.10.2007 & WILL prevail from 6.7.2008.  The situation during the intervening period was, Amendment - Companies Act - Extention of 300 Days for registeration of Creation / Statisfaction of Charge U/s 125/138

Forget all those, as of now, just remember 30 days + 30 days + CLB & have a look @ http://www.mca.gov.in/MinistryWebsite/dca/latestnews/General_Circular_1st_Jul_2008.pdf

Corporate Legal Quiz & Company Secretary (ICSI) exams

Yes,

Exams r very nearing.

Now, refresh your memory, start popping up with answers. Its all on Corporate Laws.

Professional Colleagues, please "add your question & answers" for CS friends benefit.



Get enthused for exams.

Keep quizzin...

Dividend/IEPF timeline, charts & concepts - Article in CS Mysore E-Newsletter

Yes,

CS Mysore 51st E-Newsletter has honoured me by publishing my article under the head "Spectrum Space" which talks about the Secretarial Practice to Winning Study by giving pictures, charts & ideas to make "Dividend very easy".

See Yes, click to see the 1st page http://thisisvj.googlepages.com/DividendArticle1.gif & click here to see the 2nd page http://thisisvj.googlepages.com/DividendArticle2.gif; Yes click the bottom right corner to the picture, to enlarge it.

But, read the wonderful E-Newsletter by clicking http://www.esnips.com/nsdoc/e401864a-d804-414b-83c2-c526ca172627 and join the group by clicking http://groups.google.co.in/group/csmysore?hl=en to stay inspired.

Waiting for your critical & valuable comments. You can only improve me, please....

Keep Communciatin...Vj

Company Secretary (CS) Study Videos on Directors appointed by Board u/s. 260, 262 & 313 of Companies Act, 1956

Yet another effort, a try to make CS (Company Secretary) study very interestin...Now its video venture....Yes...its "See Yes E-C(ast)"....

Here, three videos on Appointment of Directors by Board covering Sections 260, 262 & 313 of the Companies Act, 1956.

This is purely an adventurous venture to make CS study very excitin...Comment your needs & satisfaction, as by it, only I can improve, or inspire more....please keep inspirin...

Welcome, advice or suggestions from earnest friends & professionals to enhance my work.

Review it as critically as possible, now hav a look at it....

Part-I


Part-II


Part-III


Keep Viewin...Keep Communicatin...Vj

Schedule VI Amendment

NOTIFICATION NO. G.S.R. 719(E), DATED 16-11-2007

In exercise of the powers conferred by sub-section (1) of section 641 of the Companies Act, 1956 (1 of 1956), the Central Government hereby makes the following further alterations in Schedule VI to the said Act, namely:—

1. In the said Schedule, in “Part I Form of Balance-Sheet, under heading-A. Horizontal Form”,—

(1) in the first column relating to “Instructions in accordance with which liabilities should be made out”, for the second paragraph appearing against the sub-heading “CURRENT LIABILITIES AND PROVISIONS”, occurring in the second column, the following paragraph shall be substituted, namely:—
“The following shall be disclosed under notes to the accounts:—
(a) the principal amount and the interest due thereon (to be shown separately) remaining unpaid to any supplier as at the end of each accounting year;
(b) the amount of interest paid by the buyer in terms of section 16 of the Micro, Small and Medium Enterprises Development Act, 2006, along with the amount of the payment made to the supplier beyond the appointed day during each accounting year;
(c) the amount of interest due and payable for the period of delay in making payment (which have been paid but beyond the appointed day during the year) but without adding the interest specified under the Micro, Small and Medium Enterprises Development Act, 2006;
(d) the amount of interest accrued and remaining unpaid at the end of each accounting year; and
(e) the amount of further interest remaining due and payable even in the succeeding years, until such date when the interest dues as above are actually paid to the small enterprise, for the purpose of disallowance as a deductible expenditure under section 23 of the Micro, Small and Medium Enterprises Development Act, 2006.
(2) in the second column, relating to “Liabilities”, under the heading “current liabilities and provisions”, after item (2), the following sub-items shall be substituted, namely:—
(a) total outstanding dues of micro enterprises and small enterprises; and
(b) total outstanding dues of creditors other than micro enterprises and small enterprises.
(3) In the “Notes” embodying General Instructions for preparation of balance sheet, for item (q), the following shall be substituted, namely:—
(q) the terms ‘appointed day’, ‘buyer’, ‘enterprise’, ‘micro enterprise’, ‘small enterprise’ and ‘supplier’, shall be as defined under clauses (b), (d), (e), (h), (m) and (n) respectively of section 2 of the Micro, Small and Medium Enterprises Development Act, 2006.

2. This notification shall come into force on the date of its publication in the Official Gazette.
[F.No.l/5/2006/CL.V]

Also, you can refer the same with http://www.taxmann.net/Datafolder/flash/flash22nov.htm

Keep Sharing...

Form1A(60d) & Form1AR(30d)

MCA Update !

Please be informed that wef 18th November, 2007, validity period of name approval (through Form 1A) and renewal of name (through Form 1AR) will stand reduced to 60 days and 30 days respectively, as against 6 months earlier.

Fee for name renewal will also get reduced to Rs. 250 only.

However, Names approved/ renewed prior to 18th November, 07 will remain valid for 6 months, as earlier.

Find relevant notification in http://www.mca.gov.in/MinistryWebsite/dca/latestnews/Rule_4A_Amendment.pdf

Thanks & Regards,
R.Satheeshkumar, Manager,
MCA21- PFONo.79,
Second Floor of Axis Bank (UTI Bank) Building,
G.N.Chetty Road, (Near VANI MAGAL) T.Nagar,
Chennai-600 017.
Ph.No.044-2815 2455, 6450 6000, 098843 21960

The Online Companies Act

V will always make things more & more easier.

Access Companies Act (& also many more files too - soon) just by the click of your mouse from here, http://spreadsheets.google.com/pub?key=pJv0NBbfYdGAiQNUFtuTPVg

Enjoy referring...

Proprietary/Spcl/Cost Audit for SMSA - The 50th Post

FEATURES	PROPRIETARY AUDIT	SPECIAL AUDIT	COST AUDIT
1. NATURE	Covers all aspects of safeguarding of assets, use of business funds and recording of transactions;	Conducted by CA appointed by Central Government to protect the interest of stakeholders;	Review of examination & appraisal of cost accounting records;
2. PURPOSE	Ensure business funds are protected in the public interest;	Ensure effective & timely steps of control & mgmt;	Critical review of cost statements & recommends;
3. SCOPE	Proper use of fixed assets & its safeguard, prevents misuse of funds & checks transaction recording;	Statutory audit PLUS prescriptions of Central Government;	Reviews cost accounting system; variation analysis ensuring efficacy;
4. FEATURES	Covers area of financial accounting but it tests economy, efficiency & faithfulness;	Compliance of sound business principles or prudent commercial practices & prevents from serious injury or insolvency;	Correctness of cost of production and audit of cost accounting records;
5. AREAS	Cash & other subsidiary books; Records & registers as mandated by Sec. 227 & CARO;	Cash & other subsidiary books and such other areas prescribed by Central Government (CG);	Raw material, WIP, Allocation & Distribution of direct & indirect cost & overheads;
6. CAPACITY	Chartered Accountant or member/director under CAG;	Chartered Accountant as appointed or authorised by CG;	Member of ICWAI holding Certificate of Practice appointed by Board with previous approval of CG;
7. PERIOD	Alongwith Statutory Audit though not mandated under Companies Act;	Only when CG directs & such direction will give the periodicity of audit;	Compulsory for every Financial Year as specified by Government;
8. REPORTS	To Management & members in certain cases;	To the Central Government;	TO CG with a copy to company and may cause to be published;

--
Vj
Trezrrr every pulsss

ESOP Opinion

Dear All,

I have given an opinion in connetion with ESOP, i thought of sharing the same with you people. please find below extract of the same.

ESOP – Opinion

Background of the issue:

The Company has come out with a ESOP Scheme 2006 for its employees in the year 2006. The approval of the shareholders in General Meeting has been obtained on 27 ^th March 2007 and first tranches of granting of options was done on 9^th March 2006 to the eligible employees under the ESOP Scheme 2006.

The vesting periods are as follows

1^st year 15%

2^nd year 20%

3^rd year 30%

4^th year 35%

Options granted under the ESOP Scheme 2006 will vest after minimum period of one year from the respective date of grant. Exercise price of the option will be not more than 25% of the market price on the date of grant.

Queries and our Opinion:

Before replying to your queries I would like to bring to your attention that as per SEBI (ESOP and ESPS) Guideline, 1999 Grading of options can be done only after getting approval from the shareholders in General Meeting. But, in your case I observed that you have obtained shareholders approval on 27 ^th March 2007 and Options were granted on 9^th March 2006 before the shareholders approval. It seems to be violating the SEBI (ESOP and ESPS) Guidelines, 1999. It needs to be rectified.

Query No.1

Can Compensation Committee fix up a cut off date say 1 or 2 or 3 months from the completion of the vesting period for employees to exercise their options so that Allotment of the shares can be made in one lot? The intention is facilitate the filing of Form 2 and making application to Exchanges for listing. As otherwise each employee will exercise on different dates, which will hinder the allotment process. Would this amount to restricting employees from exercising their options through out the period of 1 year.

Or

Alternatively, should we hold meetings of the committee every month or quarter and allot shares for the exercises made during that period so that employees can exercise options any time during the year.

My Reply:

Yes we can have a cut off date and this should be mentioned in the grant letter. But this is not a normal practice followed by the Companies.

Whereas option number two is better most of the Companies following this practice. In this case we can fix the minimum number of options to be exercised at a time under the ESOP Scheme, so that the employees can exercise that minimum number of options during that period within the overall exercise period as specified in the ESOP Scheme. If, minimum number of options to be exercised is not fixed under the ESOP Scheme, the compensation committee can fix the minimum number of options to be exercised and intimated the same through the grant notice.

Query No.2

Can an employee carry over the option not exercised by him to the succeeding years and exercise them in full.

My Reply:

Yes an employee can carry over the unexercised options, but it should be exercise within the overall exercise period as specified under the ESOP Scheme, otherwise it will laps.

Query No.3

When can Further options be granted? Can it be given to new eligible employees also?

My Reply:

If further number of options to be issued is within the overall limits fixed in the ESOP Scheme 2006, then the Company can go head and issue the further options. The further options can be granted either to the existing or new eligible employees, it is discretion of the Compensation Committee.

Query No.4.

Should we once again obtain the approval of S/E now, as we had already obtained in – principle approval for the total options as approved by members in general Meeting.

Our Reply:

Again in-Principle approval is not required, if the further number of options to be issued within the limit fixed under the ESOP Scheme 2006 and for which already in principle approval has obtained.

However, where there is increase of options above the limit for which already In-Principle has been obtained and changes in the exercise price of options. In this case as per SEBI (ESOP & ESPS) Guidelines, 1999, the Company needs to obtain shareholders approval and needs to file application to SE's for In-Principle approval for that excess number of options.

Provided that re-pricing of options can be possible only in the case where options become unattractive due to fall in market price of the Company.

Query No.5

The shares allotted will be in demat mode. Hence can employees before the final listing approval trade the shares for these shares are obtained from Stock Exchanges?

My Reply:

Shares allotted under the ESOP Scheme 2006 cannot be traded until the listing of such shares in the stock exchanges where the Companies shares are listed.

Thanks & regards

--
Alagar
09884731993

EXCLUSIVE AREAS OF PRACTICE FOR COMPANY SECRETARY

SECRETARIAL AUDIT

ü Signing Annual Returns <= 30 listed companies in a year [provisio to Section 161(1)].

ü Secretarial Compliance Certificate (Form 66 – Section 383A) <= 50 certificates/ calendar year.

ü Clause 46 – Compliance Certificate for "timely transfer of shares" as per Listing Agreement that Certificates are issued <= 1month of lodgement, for every half year & company in turn has <= 24 hours of its receipt to intimate Stock Exchange.

ü Compliance of Buy-back requirements as to physical destruction of share certificate according to Private & Unlisted Public Limited Company Rules, 1999 which mandates it before 2 whole time directors & a Company Secretary.

Find wide range of services, a Company Secretary (CS) can offer under various acts in http://www.primeacademy.com/sat_16_2_08.pdf

--

Vj

Trezrrr every pulsss

http://yehseeyes.blogspot.com/ thisisvj@gmail.com

Amendment - Companies Act - Extention of 300 Days for registeration of Creation / Statisfaction of Charge U/s 125/138

Dear All,

The final position is http://yehseeyes.blogspot.com/2008/07/companies-acte-form-8-within-30-days-of.html

As we all know that in the case of creation of charge as per Section 125 of the Companies Act, 1956 we need to register a charge within 30 days next immediately following the expiry of the initial period of 30 days on payment of additional fee in terms of Section 611(2). The same provisions are applicable to the modification of charges under Section 135. However, in the case of satisfaction the facility of extension of period of 30 days is not available to the Registrar for the registration of satisfaction of charges under Section 138 of the Act.

The powers to condone the delay and grant extension for filing these documents beyond a period of 60 days or 30 days, as the case may be, vest in the Company Law Board (CLB) in terms of provisions contained in Section 141 of the Act.

It was observed with the implementation of e filing under MCA-21 e-governance programme that a large number of applications are required to be filed with the CLB for condonation of delay beyond the period of 60 days.

In consideration of the time and costs involved in pursuing these applications with the CLB, the Ministry of Corporate Affairs filed a petition before the CLB seeking appropriate directions to allow the Central Government to extend the time, in cases where filing of the particulars or the registration/ modification of the charge or the intimation of payment or satisfaction thereof does not take place within a period of 60 days and 30 days respectively, up to a period not exceeding 300 days from the date of event, on levy of additional fee prescribed under section 611(2).

The Hon'ble Company Law Board has allowed the petition and passed an order dated 1.8.2007.

Also find attached relevant circular issued by Ministry of Corporate Affairs for your perusal.

Thanks & Regards

Alagar

09884731993

CoAct Checklist as from CoolCS group - Vj

 

Due Dates / Time Limit for Filing Documents (1)

 

Section No.	Form No.	Description	Time limits for filing
33(2)	1	Declaration of Compliance with the requirements of the Companies Act,1956 on application for Registration of a Company	It should be submitted  before incorporation of the co. or within 6 months of the availability of the name of the Company.
20	1A	Application form for availability of names.	There is no time limit,  this form can be filed at any time.
(g)	1AA	Particulars of person(s)/ director(s)  specified for the purpose of clause (f)/(g) of Section 5.	Within 30 days from the date of exercise of powers of the Board.
5(f)	1AB	Consent of the person charged by the board with the responsibility of complying with the provisions of the Act	To be filed alongwith Form No. 1-AA, within 30 days from the date when the Board of Directors takes the decision to make the person responsible under proviso to Section 5(f) of the Act.
5(f)/(g)	1AC	Particulars of  person(s) /director(s) specified for the purpose of clause (f)/(g) of section 5.	To be submitted within 30 days of revocation or withdrawal of consent given by the person u/s 5(f).
31(1)	1B	Application for the Approval of the Central Government for conversion of a Public Company into a Private Company.	Within three months from the date when the special resolution has been passed in this regard.
75(1)	2	Return of Allotment	Return must be submitted within 30 days of allotment, or within such extended time as allowed by ROC against an application under section 75(3) made to ROC for such extension.

 

 

Due Dates / Time Limit for Filing Documents (2)

 

Section No.			Form No.	Description	Time limits for filing
56(3)			2A	Memorandum containing salient features of prospectus	Every application form is to be accompanied with the Memorandum containing salient features of abridged prospectus, as and when they are issued.
58A(11) & 109A			2B	Nomination of Form	Can be filed at any time by the shareholder, debenture-holder or holder of fixed deposits.
75(2)			3	Particulars of Contract Relating to shares	The Return has to be submitted within 30 days of allotment, or within such extended time that may be allowed by the Registrar of Companies on an application made to him under section 75(3).
76			4	Statement of the Amount of Rate per cent of the Commission payable in respect of Shares/Debentures and of the number of Shares/Debentures for which person have agreed for a Commission to subscribe for absolutely or conditionally	Return should be submitted before payment of commission, at the time of delivery of prospectus or the statement in lieu of prospectus for registration.
77A(6)			4A	Declaration of solvency before buying-back of shares/other securities but after passing of the Special Resolution under section 77A(6)	Declaration should be filed any time before making buy-back of shares, but only after such buy-back has been authorised by passing a special resolution.
77A(9)			4B	Maintaining Register of Securities brought back under section 77A(9)	Immediately after buying back its securities, the details given in Form No. 4B has to be entered in the said Register by a company.
77A(10)			4C	Returns containing particulars relating to the buy back under section 77A(10)	The return is to be submitted within 30 days from the date of completion of buy-back of securities.
Due Dates / Time Limit for Filing Documents (3)

 

Section No.	Form No.	Description	Time limits for filing
95/97/94A(2)/ 81(4)	5	Notice of Consolidation, Division under section 95.	Within 30 days of passing of the resolution in this behalf.
94	5	Notice of Increase in Share Capital under section 94.	Within 30 days of increase in share capital.
97	5	Notice of increase in number of members under section 97.	Within 30 days of increase in number of members.
108(1A)	7B	Share Transfer Form	Forms have to be submitted before execution to the prescribed authority. In case of shares dealt with or quoted on the recognised Stock Exchange, it has to be submitted at any time before the date on which register of members is closed according to the law, for the first time after the date of presentation to the prescribed authority. In other cases, it has to be submitted within two months from the date of presentation.
108(1A) and Rule 5A(2A)	7BB	Counter Receipt and Share Transfer Form. Filling of Instrument of transfer in respect of counter receipts for shares dealt with OTCEI.	Forms have to be submitted to the prescribed authority before execution. In case of shares dealt with or quoted on the recognised Stock Exchange, it may be done at any time before the date on which register of members is closed for the first time in accordance with the law, after the date of presentation to the prescribed authority, or within twelve months from the date of such presentation, whichever is later. In all other cases, within two months from the date of presentation.
108(1-D)	7C	Extension of time under section 108(1-D) of the Companies Act, 1956	To be submitted before or after the expiry of the periods as mentioned in section 108(1-A)(b).
108A	7D	Application for approval of the Central Government for acquisition of shares under section 108A	Any time before acquisition of shares.

 

Due Dates / Time Limit for Filing Documents (4)

 

Section No.	Form No.	Description	Time limits for filing
108B	7E	Intimation to the Central Government of the proposal to transfer shares under section 108B	Any time before transfer of shares.
108C	7E	Application for approval of the Central Government for transfer of shares of foreign companies under section 108-C	Any time before transfer of shares.
125/127/135	8	Particulars of Charges created by a company registered in India/Subject to which property has been acquired by a company registered in India/Modification of Charges	Within 30 days after the date of its creation. If there is sufficient cause, the Registrar of Companies can condone the delay upto 30 days on payment of additional fee, not exceeding ten times the amount of fee specified in Schedule X. The Company Law Board can also condone the delay under section 141 of the Act.
128 & 129	10	Particulars of a series of debentures, containing or giving by reference to any other instrument, any charge to the benefit of which the debenture holders of the said series are entitled pari passu, created by a company registered in India and also of any issue of debentures in a series	The return has to be filed either by execution of deed or of any debentures of the series, within 30 days of creation of charge.
131	12	Chronological index of charges	To be maintained by ROC.
130, 135, 137 &  138	13	Register of Charges	It has to be submitted within 30 days of creation or modification or satisfaction of charge.
137	15	Notice of Appointment of Receiver or Manager	The return has to be submitted within 30 days from the date of the order of court, or of the making of the appointment.

 

Due Dates / Time Limit for Filing Documents (5)

 

Section No.	Form No.	Description	Time limits for filing
137(2)	16	Notice to be given by Receiver/Manager on ceasing to the act as such	The return has to be submitted immediately after cessation.
138	17	Memorandum of Complete Satisfaction of Charge	The return must be submitted within 30 days of satisfaction or payment of charge. Only payment of satisfaction in full has to be registered.
146	18	Notice of Situation / Change of Situation of Registered Office	The return has to be submitted within 30 days of incorporation or change of situation of Registered office.
149(1)(d)	19	Declaration of Compliance with the provisions of section 149(1)(a), (b) and (c) of the Companies Act, 1956	The declaration should be submitted before commencing business or exercising borrowing powers.
149(2)(c)	20	Declaration of Compliance with the provisions of section 149(2)(b), of the Companies Act, 1956	The declaration must be submitted before commencing business or before borrowing powers has been exercised.
149(2A)(ii)	20A	Declaration of Compliance with the provisions of section 149(2A), or of the section 149(2B)	Before commencement of new business, the declaration has to be submitted.
17(1), 79, 81(2), 94A(2), 102(1), 107(3), 111, 141, 167, 186, 391(2), 394(1)	21	Notice of the Court's/Company Law Board's Order	The return has to be submitted within three months from the date of the order of the Company Law Board, under section 17(5) of the Act. Filling of the Orders of the Company Law Board / Court passed under other provisions of the Act, are to be filed with the Registrar of Companies within 30 days from the date of the order. In case of an order by Company Law Board u/s 17(5) of the Act, the return is to be filed within 3 months of the order. In case of other orders under other provisions of the act, the return must be submitted within the time limit specified under the relevant Section/Rules or within 30 days from the date of the order as the case may be.
160	21A	Form of Annual Return not having Share Capital	The return must be submitted within 60 days of the Annual General Meeting.

 

Due Dates / Time Limit for Filing Documents (6)

 

Section No.		Form No.	Description		Time limits for filing
165		22	Return of Statutory Report		The report must be submitted immediately after sending the same to members preferably within 7 days of the date of report.
171(2)		22A	Consent of Shareholder for shorter notice		Any time before the date that has been fixed for the meeting.
192		23	Registration of Resolution(s) and Agreement(s)		Return has to be submitted within 30 days of passing the resolution / making the agreement.
209(1)		23AA	Notice of address at which Books of Account are maintained		Notice has to be submitted within 7 days of the Board's decision.
219(1)(b)(iv)		23AB	Statement containing Salient Features of Balance-Sheet and Profit and Loss Account etc., as per section 219(1)(b)(iv)		To be sent within 21 days before the date of the Annual General Meeting to the members of Stock Exchange and to be filed with ROC.
224(1A)		23B	Notice by Auditor		Form is to be submitted within 30 days from the date of receipt of the intimation of appointment from the company.
233B(2)		23C	Form of Application to the Central Government for Appointment of Cost Auditor		After the Board Meeting at which such person has been appointed, subject to the approval of the Central Government, but before the appointment of cost auditor.

 

Due Dates / Time Limit for Filing Documents (7)

 

Section No.	Form No.	Description	Time limits for filing
259	24	Application to the Central Government for increasing the number of Directors of Company	Any time before the number of directors is increased.
297(1)	24A	Application to the Central Government for obtaining the previous approval for entering into contracts with the company for sale, purchase or supply of any goods, materials or services, pursuant to proviso to section 297(1)	To be submitted at any time before entering into the contract by the company.
299	24AA	Notice by the interested Directors	At the first meeting the board of directors held after the director becomes concerned or interested. This notice is to be given every year before the expiry of the financial year of the company.
314(1B)	24B	Application to the Central Government for obtaining prior consent for the holding by certain persons of any office or place of profit in a company	Any time after passing of the special resolution, but before the actual appointment.
198(4), 269, 309(3), 311, 387 & 388	25A	Application to the Central Government for approval of appointment/Re-appointment and remuneration payable to Managing/Whole-time directors or manager	To be submitted within a period of 90 days from the date of appointment.
268	25B	Application to the Central Government for approval to amendment of provision relating to Managing, Whole-time or non-rotational directors	Any time before making any amendment of any provision relating to the appointment or re-appointment of a managing or whole-time director or of a director not liable to retire by rotation.
269(2)	25C	Return of appointment of Managing director / Whole-time Director / manager	Within 90 days from the date of appointment of a person as a Managing or Wholetime director or a manager, according to conditions specified in Schedule XIII.

 

Due Dates / Time Limit for Filing Documents (8)

 

Section No.	Form No.	Description	Time limits for filing
310, 311 &  388	26	Application to the Central Government for increase in remuneration of Managing director/Whole-time Director/manager	Any time after the passing of the Board or general meeting resolution, but before giving effect to the increase in remuneration.
264(2)/ 266(1)(a) & 266(1)(b)(iii)	29	Consent to act as director of a Company and/or Undertaking to take and pay for qualification shares	The return has to be submitted within 30 days of appointment, or at the time of incorporation of the company.
303(2)	32	Particulars of appointment of Directors and Manager and changes among them	The return must be submitted within 30 days of appointment or change, as the case may be.
306	34	Register of Directors, Managing Directors, Manager and Secretary, etc. to be maintained by ROC.	-
395	35	Notice to dissenting shareholders	The transferee co is required to give notice to the dissenting share holder within 2 months after the expiry of 4 months of the offer made by the transferee company.
395(4A)(a)(i)	35A	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	The information must be submitted before the scheme of offer is circulated to the members, since no time-limit has been prescribed.
421 & 424	36	Receiver's or Manager's Abstract of Receipt and Payments	The return must be submitted once in every half year, till the receiver remains in possession and on cessation.
565, 566 & 567	37	Application by an existing Joint Stock Company for Registration as a Limited Company/Private Limited/an Unlimited Company	At the time of registration.

 

Due Dates / Time Limit for Filing Documents (9)

 

Section No.	Form No.	Description	Time limits for filing
565 & 568	38	Application by an existing Company (not being a Joint Stock Company) for Registration as a Limited/an Unlimited Company	At the time of registration.
567(a)	39	Registration of an Existing Company	Before a joint-stock company has been registered as a limited company.
567(c)	40	Registration of an existing Company as a Limited Company (Statement specifying certain particulars)	Before a joint-stock company has been registered as a limited company.
565(1)	41	Registration of an existing Company as a Limited Company (Copy of Resolution assenting to registration with limited liability)	Before a joint-stock company has been registered as a limited company.
568(a)	42	List of the names, addresses and occupations of the directors and the manager, if any, of the existing company, not being a joint stock company	To be submitted at the time of registration.
592	44	Document Delivered for Registration by a Foreign  Company	Within 30 days of the establishment of business in India by Foreign company.
593(a)/(b)/(c)	49	Return of alteration in the (a) Charter, Statutes or Memorandum and Articles of Association (b) address of the Registered or Principal Office and (c) Directors and Secretary of a foreign company	On or before 31st January of the year following the year in which the alteration has occurred or been made.
593(d)/(e), 594(3)/ 597(3)	52	Notice of (a) alteration in the 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 Foreign company in India, (D) Cessation to have a place of business in India	The form must be submitted within one month from the date of alteration and in the case of cessation of place of business, forthwith and copies of balance sheet and profit and loss account within nine months from the close of financial year.

 

Due Dates / Time Limit for Filing Documents (10)

 

Section No.	Form No.	Description	Time limits for filing
600/125/127	55	Particulars of charge on property in India created by a Foreign Company after the 15th January,1937	The form has to be submitted within 30 days of creation of charge or acquisition of property or creating of instrument in India, as the case may be.
600, read with Sec. 127	56	Particulars of charge subject to which a  property in India has been acquired by a Foreign Company after 15th January,1937	The form must be submitted within 30 days of acquisition of a charged property.
600, read with Sec. 128	57	Particulars of an issue of Debentures in a series by a Foreign Company	The form must be submitted within 30 days of issue or execution of deed. If there is no such deed, to be submitted after the execution of any debentures of the series.
600, read with  Secs. 128 & 129	58	Particulars of  series of debentures containing or giving by reference to any other instrument any charge to the benefit of which the debenture holders of the said series are entitled pari passu created by a Foreign Company	The form has to be filed within 30 days of the execution of the deed.
600(1), read with Sec. 135	59	Particulars of Modification of charge created by a Foreign Company	The form must be submitted within 30 days of modification or receipt of instrument in India. The period of 30 days shall be counted after the date on which the original instrument, or a copy thereof has been despatched duly by post, have been received in India.
600, read with Sec. 138	60	Memorandum of complete satisfaction of charge created by a Foreign Company	The form has to be submitted within 30 days of payment or satisfaction.

 

 

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