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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 Filing 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 *
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Annual Return UNDER
SECTIONs 159, 160
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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;
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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;
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The return is
to be duly signed digitally and the requisite certificates to be attached as
per section 161;
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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 Prescribed having a share capital |
Form 20B |
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Balance sheet,
etc., under section 220
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the balance
sheet, etc., to be adopted at the annual general meeting;
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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;
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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.
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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.
*Note: W.e.f July 3, 2011, Company cannot file
other forms with ROC nor can CA/CS/CWA sign forms (except Forms 32, 20B, 21A,
DIN 3, 21, 23AC, 23ACA, 66, 23B and 1 INV,) unless the company has filed
Balance Sheet, Pofit & Loss Account, and Annual Return up-to-date.
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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 |
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Compliance
Certificate under section 383A
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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.
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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
(Headquarters)
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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
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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
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Form II |
Approval Services
(Regional Director)
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Description |
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 |
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 |
e-Form
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Application form for availability or change of a name
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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
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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 |
e-Form
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Appointment or cessation of receiver or Manager
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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
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Form 10 |
Company
Registration
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Description |
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
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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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Application for rectification of mistakes apparent on
record |
Form 68 |
Compliance Related
Filing
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Description |
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 |
Form 4 |
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Return in respect of buy Back of Shares |
Form 4C |
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Statutory Report |
Form 22 |
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Registration of resolution(s) and agreement(s)
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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 |
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
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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 |
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 |
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 |
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 |
Limited liability
partnership (LLP) forms
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Description |
e-Form
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Form for intimating to Registrar of Companies of
conversion of the company into limited liability partnership (LLP)
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Form 14 |
DIRECTOR IDENTIFICATION NUMBER (DIN)
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Description |
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 download the form.
Fill the various particulars on the form
Please ensure that you do not use
any abbreviations or initials in the case of name; Attach the proof of
identity and the proof of residence of the applicant/director duly
certified by a chartered accountant or a company secretary or a cost
accountant and thereafter upload the form after signing it digitally
ii. Click on the ‘Submit’
function and the system would automatically generate a challan for fees of
Rs. 100/- required to be paid for submitting DIN Application w.e.f.
1-7-2007
iii. On completion of Step (ii)
above, the applicant will be allotted the DIN within one day, if proofs
are certified by CA/CS/CWA. If Certified by any person other than the
above, say a MD or a Director, the DIN will be allotted in one or two
days. |
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.
All existing DIN
allottees, who have not provided their PAN when application for DIN was
made, will have to now upload DIN 4 and provide the PAN details on or
before September 30, 2011 |
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.
Online Payment
facility
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The online
payment facility for stamp duty, which does away with the need to buy, paste
and submit physical stamps with the Registrar of Companies (RoC), is now
available in 22 states (incl. Maharashtra) from 13.9.09. Ministry of Corporate
Affairs (MCA) has made this compulsory w.e.f. 1.1.10.
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All fees upto Rs.
50,000/- are required be paid on-line or through internet banking facility
during the period up to September 30, 2011. Thereafter all payments shall be
mandatorily made online or through internet banking facility.
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