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

Writs - Anantharaman

WRITS

I. CERTIORARI – "WE CERTIFY" [ONLY after decision]

By High Court to Inferior Court/Tribunal/Legal Authority;

Grounds – Want to exercise / exercise Excess of Jurisdiction; or violation of procedure or disregard to principles of Natural Justice.

II. PROHIBITION – ON TAKING UP THE MATTER

It commands Legal Authority to REFRAIN from doing something.

III. MANDAMUS – "WE COMMAND"

Ø Judicial remedy;

Ø In the form of ORDER from superior court to Government or Court or Corporation or Public authority;

Ø Order to do/forbear from doing some specific ACT;

Ø ACT àthe body is obliged to do/refrain from doing;

Ø In the nature of Public Duty.

IV. QUO WARRANTO – holding office under "WHAT AUTHORITY"

Ø Public Office;

Ø Holding without Legal Authoriy;

Ø Inquiry as to whether appointment as per law.

V. HABEAS CORPUS – "PRODUCE THE BODY"

An effective means of IMMEDIATE RELEASE from unlawful DETENTION (whether in prison or in control & custody);

Ø When confinement without legal jurisdiction;

Ø High Court order to bring such person before court;

Ø Court to know the ground for confinement.

"Understand this for GCL & Drafting exams"

--
Vj
Trezrrr every pulsss
http://yehseeyes.blogspot.com/ thisisvj@gmail.com

Garnishee Order - Mr. KS Anantharaman

GARNISHEE ORDER

ü When the plaintiff obtains a Decree, he is known as Decree Holder (DH);

ü The defendant is known as Judgment Debtor (JD);

ü The plaintiff DH may execute the decree against the defendant JD;

ü One of the modes of execution is by getting Garnishee Order;

ü A garnishee is a JD's Debtor à "person sought to be warned" (i.e) the banker;

ü Order restraining garnishee from parting with any monies due or accruing due to JD & order for appearance to show cause;

ü The Court may direct the GARNISHEE to pay the money under the decree to the DH;

ü The Garnishee shall be added as a party to the execution proceedings; He shall be given an opportunity for making his representation;

ü 2 types of Garnishee Order:

v Garnishee Order nisi – opportunity to the banker to prove that order could not be enforced;

v Garnishee Order absolute – attaches the account of customer straight away (no opportunity is given to banker).

That's all about Garnishee – a sure shot question in GCL & Banking.

--
Vj
Trezrrr every pulsss
http://yehseeyes.blogspot.com/

CLB qualification rules & 51 Public Financial Institution

"8^th October 2007 is today"

Credits to Dr. KS Ravichandran

The Gazette of India G.S.R. 588(E) - Company Law Board (Qualifications, Experience and other Conditions of Service of Members) Amendment Rules, 2007 .

8. Term of office of Chairman, Vice-Chairman and Members.—Except as provided in rule 6 or 7, the Chairman shall hold office till he attains the age of sixty-seven years (the then 65 yrs); the Vice-Chairman shall hold office till he attains the age of sixty-five years (the then 62 yrs)and any other member shall hold office till he attains the age of sixty-two years (the then 60 yrs).

The Gazette of India S.O. 1583(E) - Notification under powers conferred by sub-section (2) of Section 4A of the Companies Act, 1956 .

Now, Tamilnadu Urban Finance & Infrastructure Development Corporation Limited and Kerala Power Finance Corporation Limited is added to the list thereby increasing the count to 51 institutions.

Press Release: 2007-2008/473 - check here, http://www.rbi.org.in/scripts/BS_PressReleaseDisplay.aspx

Misuse of banknotes

It has been brought to the Bank's notice that members of public, institutions and others continue to write messages etc. on the watermark window and deface the portraits etc. on the banknotes. The Bank wishes to reiterate that such practices work against the Clean Note Policy of the Bank. All members of public, institutions and others are, therefore, advised not to write/inscribe anything whatsoever on the banknotes

--
Vj
Trezrrr every pulsss
http://yehseeyes.blogspot.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

SECURITIES CONCEPTS TO DIGEST

American Depository Receipts (ADR) (U.S.)

A certificate issued in the United States in lieu of a foreign security. The original securities are lodged in Bank/Custodian abroad, and the American Depository Receipts (ADRs) are traded in the US for all intents and purposes as if they were a domestic stock. An ADR dividend is paid in US dollars, so it provides a way for American investors to buy foreign securities without having to go abroad, and without having to switch in and out of foreign currencies.

Global Depository Receipts

Any instrument in the form of a depository receipt or certificate (by whatever name it is called) created by the Overseas Depository Bank outside India and issued to non-resident investors against the issue of ordinary shares or Foreign Currency Convertible Bonds of issuing company.

Indian Depository Receipt

A receipt, evidencing an underlying foreign security, issued in India by a foreign company which has entered into an agreement with the issuer and depository, custodian and depository or underwriters and depository, in accordance with the terms of prospectus or letter of offer, as may be prescribed.

Bonus Shares

Shares issued by companies to their shareholders free of cost by capitalization of accumulated reserves from the profits earned in the earlier years.

Cumulative Convertible Preference Shares

A type of preference shares where the dividend payable on the same accumulates, if not paid. After a specified date, these shares will be converted into equity capital of the company.

Participating Preference Shares

The right of certain preference shareholders to participate in profits after a specified fixed dividend contracted for is paid. Participation right is linked with the quantum of dividend paid on the equity shares over and above a particular specified level.

Grey Knight

One who offers to buy shares of the bidding company as an aid to the defence.

White Knight (U.S.)

A friendly bidder, willing to offer more for a target share than an existing hostile bidder to rescue a company that is about to fall into the hands of an unwelcome suitor. They are usually persuaded by the company that is subject to a hostile bid to come to its rescue.

Insider

Any person who, is or was connected with the company or is deemed to have been connected with the company, and who is reasonably expected to have access, connection, to unpublished price sensitive information in respect of securities of a company, or who has received or has had access to such unpublished price sensitive information

Insider trading

Practice of corporate agents buying or selling their corporation's securities without disclosing to the public significant information which is known to them but which has not yet affected the price.

Market capitalization

The market value of a company, calculated by multiplying the number of shares issued and outstanding by their current market price.

Merchant Banker

Any person who is engaged in the business of issue management either by making arrangement regarding selling, buying or subscribing to securities or acting as manager, consultant, adviser or rendering corporate advisory service in relation to such issue management.

Price sensitive information

Any information, which relates directly or indirectly to a company and which if published, is likely to materially affect the price of securities of the company.

Preferential allotment

Further issue of shares / securities convertible into equity shares at a later date, to a select group of persons in preference to all the existing shareholders of the company.

Tender Offer

Tender offer means an offer by a company to buy back its specified securities through a letter of offer from the holders of the specified securities of the company.

Stakeholder

Any individual or group who has an interest in a firm; in addition to shareholders and bondholders, includes labor, consumers, suppliers, the local community and so on.

Warrant

An options contract often sold with another security. For instance, corporate bonds may be sold with warrants to buy common stock of that corporation. Warrants are generally detachable.

--
Vj
Trezrrr every pulsss
http://yehseeyes.blogspot.com/

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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