Appendices‑Part
I
VARIOUS RULES, REGULATIONS
& GUIDELINES UNDER THE COMPANIES ACT, 1956
- [App. 1 to 40]
S.R.O. 432‑A.‑ In exercise
of the powers conferred by clauses (a) and (b)
of sub‑section (1) of section 642 of the Companies Act, 1956 (1 of
1956) and all other powers hereunto enabling the Central Government hereby
makes the following rules, namely :
1. Short title, commencement and interpretation‑ (i) These rules may be
called The Companies (Central Government's) General Rules and Forms, 1956.
(ii) They shall come into
force on such date as the Central Government may, by notification in the
Official Gazette, appoint.
(iii) The General Clauses
Act, 1897 (X of 1897) shall apply to the interpretation of these rules as it
applies to the interpretation of a Central Act.
2. Definitions‑ (1) In these rules
(i) 'Act' means the Companies Act, 1956 (1 of 1956);
(ii) 'Annexure' means an Annexure to these Rules;
(iii) 'Charge' includes a mortgage;
(iv) 'Form' means a Form in Annexure A;
(v) 'Responsible Officer' in relation to a company, means any one
of the following:
(a) a
director of the company;
(b) [* * * *] manager or secretary of the
company;
(c) any other officer or employee of the
company, who may from time to time be recognised or declared by the Central
Government to be a responsible officer of the company within the meaning and
for the purposes of these rules;
(vi) 'the seal' means the common seal of the company; and
(vii) 'section' means a section of the Companies Act, 1956 (1 of
1956).
(2) Words or expressions occurring in these
rules and not defined in sub‑rule (1) shall bear the same meaning as in
the Act.
3. Forms‑
[(1)] The Forms set forth in Annexure A, or Forms
as near thereto as circumstances admit, shall be used in all matters to which
the forms relate.
[(2) Every company using the forms set forth
in Annexure A or forms as near thereto as circumstances admit shall specify
therein
(i) its registration number‑, and
(ii) its
nominal share capital.]
3‑A. [* * * *]
4. Prescribed particulars‑ The particulars contained in a Form are
hereby prescribed as the particulars, if any, required under the relevant
provision or provisions of the Act.
[4‑A. Sections 20 and 21‑ (1) A company seeking to
change its name or the promoters of a company under a proposed name may make
application to the Registrar of Companies of the State in which the registered
office of the company or of the proposed company is or is to be situate, for
information as to whether the changed name or the name with which the proposed
company is to be registered, as the case may be, is undesirable within the
meaning of section 20. ["Every such application shall be in Form No. 1‑A
and be accompanied by a fee of Rs. 500 and the Registrar of Companies shall
furnish the required information ordinarily within [seven days] of the receipt
of the application";]
[(2) Where the Registrar of
Companies informs the company or the promoters of the company that the changed
name or the name with which the proposed company is to be registered, as the
case may be, is not undesirable, such name shall be available for adoption,
(a) by the said company for a period of six months or,
(b) by the said promoters of the company for
a period of [six months], from the date of intimation by the Registrar.]
[4‑B. Alteration of articles‑ Where the alteration of the
articles of association of any company has the effect of converting a public
company into a private company, the company shall make, within three months
from the date when the special resolution for the alteration of the articles of
the company was passed, an application in writing in Form No. 12[l ‑A] or
in a form as near thereto as the circumstances of the case admit to the Central
Government for its approval of the alteration of the articles of the company.]
[4BB. Section 5‑ (1) The company shall, within thirty days of
exercising its powers pursuant to the provisions of clause (f) or clause (g) of
section 5 of the Act, file with the Registrar a return in Form 1AA duly signed
by Secretary or, where there is no Secretary, by a director.
(2) Every return relating to
exercise of power under clause (f) shall be accompanied by the consent given to
the Board of Directors by the person concerned in Form 1AB.
(3) Where, the consent given
pursuant to the proviso to clause (1) of
section 5 has been revoked or withdrawn, the company shall within thirty days
of such revocation or withdrawal file with the Registrar a return in Form 1
AC].
[4BBA. Change of registered office within a State.‑ (1) The company seeking
confirmation from the Regional Director for shifting its registered office from
the jurisdiction of one Registrar of Companies to the jurisdiction of another
Registrar of Companies within the same State shall make an application in Form
1AD to the Regional Director along with a fee of Rs. 500/‑.
(2) The Regional Director
shall pass an order in writing confirming the change after giving necessary
opportunity of being heard to the parties within four weeks from the date of
receipt of application.
(3) The company shall file a
copy of the confirmation order passed by the Regional Director with the
concerned Registrar of Companies within two months from the date of the
confirmation order and the Registrar shall make necessary changes in the
register and transfer the records to 1he Registrar of Companies under whose
jurisdiction the company has shifted its registered office
[4C. Section 43A‑ The average annual turnover, for the purposes of
sub-section (1A) of section 43A of the Act, shall not be less than [rupees
twenty five crores]].
[Provided that nothing contained in this rule shall apply on and, after the
commencement of the Companies (Central Government's) General Rules and Forms
(Amendment) Rules, 2001]
[4CC. Section 56‑ The salient
features of prospectus for the purposes of sub‑section (3) of section 56
shall be in Form‑2A.]
[4CCC. Section 58A‑For the
purposes of sub‑section (11) of section 58A, a nomination shall be in
Form 213, set forth in Annexure A.]
[4CCCA. Section 60A‑ For the purposes of sub‑section (3) of section
60A, prescribed time limit for filing information memorandum between the first
offer of securities, previous offer of securities and the succeeding offer of
securities shall be three months.]
[4D.
The rates of interest, for the purposes of sub‑sections (2) and (2A) of
section 73, shall be 15 per cent per annum.]
5. Section 75‑ Copies of contract required to be filed by a company
with the Registrar in pursuance of section 75, sub‑section (1), clause
(b), shall be verified by an affidavit of a responsible officer of the company
stating that they are true copies.
[5‑A. Section 108‑ (1) For purposes of clause (a) of sub‑section
(1A) of section 108, the prescribed authority shall be the Registrar, or such
other authority as the Central Government may from time to time appoint in that
behalf by notification in the Official Gazette.
(2) An instrument of
transfer shall be in Form 7‑B set forth in Annexure A.
[(2A) An instrument of
transfer in respect of counter receipts allowed to be traded by Over The
Counter Exchange of India (OTCEI) shall be in Form 7BB.]
(3) When an instrument of
transfer is presented to the prescribed authority referred to in sub‑rule
(1), that authority shall forthwith stamp or otherwise endorse thereon the date
of such presentation, affix its signature thereto and return the instrument to
the party presenting the same :
[Provided that the said instrument presented in Form 7B as was in force
immediately before the 22nd day of April, 1988, the date of commencement of the
Companies (Central Government's) General Rules and Forms (Amendment) Rules,
1988, shall be valid, if it is presented and stamped or endorsed by the
prescribed authority on or before the 30th day of July, 1988.],
[Provided further that] when the said instrument is sent to the prescribed
authority by post, it shall be accompanied by a self‑addressed envelope
with the requisite postage stamps for the return of the instrument to the
sender.
[(4) Every application to
the Central Government for extension of time under sub‑section (1D) of
section 108 shall be made in Form X and shall be accompanied by the instrument
of transfer forming the subject matter of the application and the fee
prescribed therefor.]
[5B. Sections 108A, 108B and 108C.‑
(1) Every application for approval of the
Central Government under section 108A of the Act shall be in Form 7D.
(2) Every application under sub‑rule
(1) shall be accompanied by a challan or a bank draft evidencing payment of a
fee of rupees five hundred.
(3) Every intimation referred to in section
108B and every application for approval under section 108C shall be given in
Form 7E.
(4) Every application under sub‑rule
(3) shall be accompanied by a challan or a bank draft evidencing the payment of
a fee of rupees five hundred.]
[5C. Section 77A‑
(1) A declaration of solvency under sub‑section
(6) of section 77A shall be in Form 4A.
(2) The register of the securities bought
back by a company under sub‑section (9) of section 77A shall be in Form
4B.
(3) The return relating to the buy‑back of securities shall
be in Form 4C.]
[5D. Section 109A‑ For the purposes of Section 109A(1) a nomination shall
be in form 213, set forth in Annexure A.]
[6. Sections 125, 127, 128, 130, 132, 135 and 138.
(a) The prescribed particulars together with
copy of the instrument creating the charge or modification thereof or
satisfaction of charge shall be filed with the Registrar in Form 8, or Form 10,
or Form 17 as the case may be, in triplicate.
(b) A copy of every instrument evidencing
any charge or modification of charge and required to be filed with the
Registrar in pursuance of sections 125, 127, 128 or 135 shall be verified as
follows:
(i) Where the instrument or deed relates
solely to property situate outside India, the copy shall be verified by a
certificate either under the seal of the company, or under the hand of a
responsible officer of the company, or under the hand of some person interested
in the mortgage or charge on behalf of any person other than the company,
stating that it is a true copy.
(ii) Where the instrument or deed relates,
whether wholly or partly, to property situate in India, the copy shall be
verified by a certificate of a responsible officer of the company stating that
it is true copy or by a certificate of a public officer given under and in
accordance with the provisions of section 76 of the Indian Evidence Act, 1872.
(c) Form 13 shall be filed in triplicate,
along with the relevant Form 8 or Form 10, or Form 17, as the case may be, with
a fee of [rupees fifty].
(d) Form 8, or Form 10, or Form 13, or Form
17, as the case may be, shall be signed on behalf of the company and the charge
holder.
(e) For, the purposes of section 132, the
Registrar shall affix stamp on the relative Forms and accompanying instruments
with the word 'Registered' under his signature with date and a copy thereof be
delivered to the company and the charge‑holder.
(f) The register kept in pursuance to sub‑section
(3) of section 130 shall be open for inspection by any person on payment of a
fee of rupees ten for each inspection.]
7. Section 170‑ Sections 171 to 186 shall apply
(a) with respect to meetings of any class of
members of a company, as adopted and modified in the form set out in Annexure
B;
(b) with respect to meetings of debenture‑holders
of a company as adopted and modified in the form set out in Annexure C; and
(c) with respect to meetings of any class of
debenture‑holders of a company as adopted and modified in the form set
out in Annexure D :
Provided that the
application of sections 171 to 175 and sections 177 to 186 as in Annexure B, C
or D, as the case may require, shall be subject to such other provisions as may
be made either in the Articles of the company or in a contract binding on the
persons concerned.
[7A. Section 219.‑
(1) The statement containing the salient
features of the documents referred to in sub‑section (1) of section 219
shall be in Form 23AB.
(2) The statement referred to in sub‑rule
(1) shall be approved by the board of directors and signed on behalf of the
board in accordance with the provisions of sub‑section (1) of section
215.
(3) A signed copy of the statement shall be
attached to the documents filed pursuant to section 220.]
8. [* * * * *]
9. Section 241‑ The fee payable for furnishing a copy of the
inspector's report in pursuance of section 241, sub‑section (2), clause
(b), shall be [rupee one] for every one hundred words or fractional part
thereof.
10. Section 246‑ A copy of the report of any inspector or inspectors
shall, for the purposes of section 246, be authenticated either
(a) by the seal of the company whose affairs have been
investigated; or
(b) by a certificate of a public officer
having the custody of the report, under and in accordance with the provisions
of section 76 of the Indian Evidence Act, 1872 (1 of 1872).
[10A. Section 269‑
(1) Every public company, and every private
company, which is a subsidiary of a public company, having a paid‑up
share capital of [rupees five crores] or more shall have a managing or whole‑time
director or a manager.
(2) The return required to be filed with the
Registrar, in pursuance of sub‑section (2) of section 269 and the
certificate required to be incorporated in the said return pursuant to
paragraph 3 of Part III of Schedule XIII, shall be filed in Form 25C.
[10B. Section 310‑ For the purposes of the first proviso to section
310, the amount of remuneration by way of fee for each meeting of the Board of
Directors or a Committee thereof, shall not exceed the sum of five thousand
rupees.]
[10C.
(1) The total monthly remuneration for the purpose of clause (b)
of sub‑section (1) of section
314, shall not be less than rupees ten thousand.
(2) the total monthly remuneration, for the
purpose of sub‑section (1B) of section 314, shall not be less than rupees
twenty thousand].
[11. Omitted]
[11‑ A. Omitted]
1352 § App. 1 Companies (Central Govt.'s) General Rules
& Forms, 1956
[11B. Section 370.‑
(1) For the purposes of the first proviso to
sub‑section (1) of section 370, no special resolution shall be necessary
in the case of loans made to other bodies corporate not under the same
management as the lending company, where the aggregate of such loans do not
exceed [thirty per cent] of the aggregate of the subscribed capital of the
lending company and its free reserves.
(2) The aggregate of the loans made by the
lending company to all other bodies corporate shall not, except with the prior
approval of the Central Government, exceed
(a) thirty per cent of the aggregate of the subscribed
capital of the lending company and its free reserves, where all such other
bodies corporate are not under the same management as the lending company;
(b) [thirty per cent] of the aggregate of
the subscribed capital of the lending company and its free reserves, where all
such other bodies corporate are under the same management as the lending
company.
[(3) Where a company has defaulted in
repayment of any deposit referred to in section 58A or any part thereof or
interest thereupon in accordance with the terms and conditions of such deposit
it shall not make any loan or give any guarantee under section 370 till the
default is made good.]
11C. Section 372.‑
(1) The board of directors of a company
shall be entitled to invest in the shares of any other body corporate, pursuant
to sub‑section (2) of section 372, up to [thirty per cent.] of the
subscribed equity share capital, or the aggregate of the paid up equity and
preference share capital, of such other body corporate, whichever is less.
Explanation.‑Where the
investments are made by a company together with its one or more subsidiary
companies, the percentage specified in this sub‑rule shall be computed
with reference to the aggregate of the investments made by the company and its
subsidiaries.
(2) The aggregate of the investments made by
the board in all other bodies corporate shall not, except with the previous
approval of the Central Government, exceed
(i) thirty per cent of the aggregate of the
subscribed capital and free reserves of the investing company; and
(ii) [thirty per cent.] of the aggregate of
the subscribed capital and free reserves of the investing company, where such
other bodies corporate are in the same group.]
[(3) Where a company which has defaulted in
repayment of any deposit referred to in section 58A or any part thereof or
interest thereupon in accordance with the terms and conditions of such deposit
it shall not be entitled to invest in the share of any other body corporate
under section 372 till the default is made good.]
[12. Section 395‑
(1) The Notice required to be given by a transferee company
(a) to any dissenting shareholder of the
transferor company in pursuance of section 395, sub‑section (1); or
(b) to any shareholder of the transferor‑company
who has not assented to the scheme or contract in pursuance of section 395, sub‑section
(2), clause (a) shall be given in the manner provided in section 53 for the
service of a document by a company on a member thereof.
(2) While making any offer or issuing any
circular containing any recommendation to the members of the transferor‑company
by its directors to accept such offer, the company shall furnish the prescribed
information in addition to the statement referred to in sub‑clause (ii)
of clause (a) of the said section.] See Form No. 35.
[12‑A. Section 396 (3)‑ For the purpose of sub‑section (3) of
section 396, the Joint Director (Accounts) in the Department of Company Affairs
shall be the authority to assess the compensation payable to a member or creditor
(including a debenture‑holder) of each of the companies amalgamating
under that sub‑section.]
13. Section 399 (4)‑
(1) Every application under clause (4) of
section 399 to the Central Government by any members of a company who wish to
be authorised to apply to the 46 [Company Law Board] shall specify
(a) the names and addresses of the applicants;
(b) if the company has a share capital, the voting power held by
each applicant;
(c) the total number of applicants;
(d) their total voting power; and
(e) the reasons for making the application.
(2) The reasons given in pursuance of clause
(e) of sub‑rule (1) shall be precise and specific.
(3) Every such application shall be
accompanied by such documentary evidence in support of the statements made
therein as are reasonably open to the applicants.
(4) Every such application shall be signed
by the applicants and shall be verified by their affidavit stating that
paragraphs __________ thereof are true to their knowledge and paragraphs
_________ to the best of their information and belief.
(5) The Central Government may, before
passing orders on the application, require the applicants or any one or more of
them, to produce such further documentary or other evidence as the Central
Government may consider necessary
(a) for the purpose of satisfying itself as
to the truth of the allegations made in the application; or
(b) for ascertaining any information which,
in the opinion of the Central Government, is necessary for the purpose of
enabling it to pass orders on the application.
[13‑A.* * * * *]
14. Section 503‑
(1) Sub‑sections (2), (3), (4), (5),
(6) and (10) of section 465 shall apply with respect to a committee of
inspection appointed in a creditor's voluntary winding up under section 503.
(2) Sub‑sections (7), (8) and (9) of
section 465 shall not apply with respect to the committee, and sub‑rules
(3) to (5) shall apply instead.
(3) If a member of the committee is adjudged
an insolvent, or compounds or arranges with his creditors, or is absent from
five consecutive meetings of the committee without the leave of those members
who, together with himself represent the creditors or the company as the case
may be, his office shall become vacant.
(4) A member of the committee may be removed
at a meeting of the creditors if he represents the creditors, or by the company
in general meeting if he represents the company, by an ordinary resolution of
which seven days' notice has been given stating the object of the meeting.
(5) On a vacancy occurring in a committee,
the liquidator shall forthwith summon a meeting of the creditors or a general
meeting of the company, as the case may require to fill the vacancy, and the
meeting may, by resolution, re‑appoint the same, or appoint another
person to fill the vacancy:
Provided that if the
liquidator, having regard to the position in the winding‑up is of the
opinion that it is unnecessary for the vacancy to be filled, he may apply to
the Court; and the Court may make an order that the vacancy shall not be filled
except in such circumstances as may be specified in the order.
[14‑A. Section 549‑
(1) Any creditor or contributory of a
company may apply to the liquidator, for inspection, during office hours, of
the books and papers of the company in respect of which an order is made for
winding up by or subject to the supervision of the Court and which are in his
custody, and the liquidator may, by order, permit inspection of such books and papers
in his possession, as he thinks just:
Provided that where the
winding‑up is for the purpose of reconstruction or amalgamation of the
company, inspection of the books and papers of the company shall be subject to
orders of the Court to be made on application for the purpose of notice to the
liquidator:
(2) Every application to the liquidator for permission under sub‑rule
(1) shall specify
(a) the name and address of the applicant;
(b) description and particulars of the books
and papers of which inspection is required;
(c) the reasons for requiring the inspection
of the books and papers referred to in clause (b); and
(d) the name of the company in respect of
which such inspection is required and, if possible the date of its winding‑up
order.
(3) Every such application shall be in
writing and signed by the applicant in such form, if any, as may be specified
by the Central Government, specifying the capacity in which such application is
made and giving the particulars of the shareholding or debt, and shall be
supported by such evidence as may be required by the liquidator concerned.
(4) Where the liquidator refuses to grant
inspection of the books and papers or any portion thereof, the applicant may
apply to the Court and shall give notice of the application to the liquidator;
and the Court may pass such orders on the application as it thinks fit, and the
inspection, if granted, shall be in accordance with such orders.]
15. Section 550(3)(a) and (b)‑
(1) Except as provided in this rule or in an
order of the Court made in pursuance of section 550, sub‑section (1),
clause (a) the books and papers of a company which has been wound‑up and
of its liquidator shall not be destroyed for a period of five years from the
date of its dissolution.
(2)
(a) Any creditor or contributory of any such
company may make representations to the Central Government in writing with
regard to the desirability of destroying all or any of the books and papers of
the company and of its liquidator, at an earlier time than that specified in
sub‑rule (1).
(b) The liquidator of any such company may
also make representations to the Central Government in writing with regard to
the desirability of destroying all or any of these books and papers and those
of the company at an earlier time than that specified in sub‑rule (1).
(3) After considering the representations
made to it under clause (a) or clause (b) of sub‑rule (2), as the case
may be, and giving to all persons concerned in the matter, such opportunity, if
any, as may, in the opinion of the Central Government, be reasonable in the
circumstances to make their representations if any, to it in writing the
Central Government may direct either :
(a) that the period of five years specified
in sub‑rule (1) shall be reduced to such extent as it may deem just and
proper; or
(b) that period shall remain unaltered.
(4) Any creditor or contributory of the
company may appeal to the Court from any direction given by the Central
Government under sub‑rule (3).
(5)
(a) After giving such opportunity, if any,
as may, in the opinion of the Central Government, be reasonable in the
circumstances, to all persons concerned in the matter, to make representations
if any, to it in writing, the Central Government may for reasons to be recorded
by it in writing, vary or rescind any direction made by it under these rules.
(b) Any creditor or contributory of the
company may appeal to the Court from any direction given by the Central
Government under clause (a).
(6) Every appeal under sub‑rule (4) or
clause (b) of sub‑rule (5) from any direction of the Central Government
shall be preferred within ninety days of the making of the direction :
Provided that an appeal may
be admitted after the period afore d, if the appellant satisfies the Court that
he had sufficient cause for not preferring the appeal within. that period.
(7) No direction given by the Central
Government under sub‑rule (3) or clause (a) of sub‑rule (5) shall
be inconsistent with any order made by the Court on an appeal preferred to it
under these rules or on an application made to it under clause (a) of sub‑section
(1) of section 550.
(8) Any
special or other resolution passed, by any such company or such other authority
as may be competent in this behalf for the destruction of all or any of the
books and papers of the company and of its liquidator before the expiry of the
period of five years specified in sub‑rule (1) or of such shorter period
as may be fixed by the Central Government or the Court in pursuance of these
rules shall have effect as if for the period mentioned in the resolution, the
period of five years or the shorter period aforesaid had been substituted.
(9) Where any application or appeal is made
to the Court for the destruction of all or any of the books and papers of a
company and of its liquidator before the expiry of the period of five years
referred to in sub‑rule (1) or of such shorter period, if any, as may
have been fixed by the Central Government under sub‑rule (3) or clause
(a) of sub‑rule (5), as the case may be, the application or appeal shall
not be heard unless a copy thereof has been served on the Central Government by
the applicant or appellant and not less than one month has expired from the
date on which the copy is so served.
16. Section 592(1)(a)‑
(1) A copy of any charter, statutes,
memorandum and articles, or other instrument constituting or defining the
constitution of a company shall be duly certified to, be a true copy as
provided in sub‑rules (2), (3) and (4) or as provided in sub‑nile
(5) as the case may require.
(2) If the company be incorporated in a
country outside the Commonwealth, the copy aforesaid shall be certified
(a) by an official of the Government to
whose custody the original is committed; or
(b) by a Notary (Public). of such country; or
(c) by an officer of the company.
(3) The signature or seal of the official
referred to in clause (a) of sub‑rule (2) or the certificate of the
Notary (Public) referred to in clause (b) of that sub‑rule shall be
authenticated by a diplomatic or consular officer empowered in this behalf
under section 3 of the Diplomatic and Consular Officers (Oaths and Fees) Act,
1948 (XL of 1948), or where there is no such officer, by any of the officials
mentioned in section 6 of the Commissioners of Oaths Act, 1889 (52 and 53 Vic.
C. 10), or in any Act amending the same.
(4) The certificate of the officer of the
company referred to in clause (c) of sub‑clause (2) shall be signed
before a person having authority to administer an oath as provided under
section 3 of the Diplomatic and Consular Officers (Oaths and Fees) Act, 1948
(XL of 1948), or as the case may be, by section 3 of the Commissioners of Oaths
Act, 1889 (52 and 53 Vic, C. 10) the status of the person administering the
oath in the latter case being authenticated by any official specified in
section 6 of the Commissioners of Oaths Act, 1889 (52 and 53 Vic. C. 10) or in
any Act amending the same.
(5) If the company be incorporated in any
Part of the Commonwealth, the copy of the document referred to in sub‑rule
(1) shall be certified as a true copy;
(a) by an official of the Government to
whose custody the original of the document is committed; or
(b) by a Notary (Public) in that Part of the Commonwealth; or
(c) by an officer of the company, on oath
before a person having authority to administer an oath in that part of the
Commonwealth.
17. Sections 592, 593 and 605‑
(1) Translation into English of documents
required to be filed with the Registrar in pursuance of section 592, 593 or 605
shall be certified to be correct as provided in sub‑rule (2) or sub‑rule
(3), as the case may require.
(2) Where any such translation is made
outside India, it shall be authenticated by the signature and the seal, if any
(a) of the official having custody of the original; or
(b) of a Notary (Public) of the country (or
part of the country) where the company is incorporated:
Provided that where the
company is incorporated in a country outside the Commonwealth the signature or
seal of the person so certifying shall be authenticated by a diplomatic or
consular officer empowered in this behalf under section 3 of the Diplomatic and
Consular Officer (Oaths and Fees) Act, 1948 (XL of 1948), or where there is no such
officer, by any of the Officials mentioned in section 6 of the Commissioners of
Oaths Act, 1889 (52 and 53 Vic. C. 10), or in any Act amending the same.
(3) Where such translation is made within India, it shall be
authenticated
(a) by an advocate, attorney or pleader
entitled to appear before any High Court; or
(b) by any affidavit of some person having,
in the opinion of the Registrar, an adequate knowledge of the language of the
original and of English.
18. Section 593‑
(1) Notice of any alteration in any
instrument, referred to in clause (a) of section 593 or any particulars
referred to in clause (b) or (c) of that section, shall be delivered to the
Registrar [on or before the 31st January, of the year following the
year in which the alteration was made or occurred.]
(2) Notice of any alteration in the
particulars referred to in clause (d) or (e) of that section shall be delivered
to the Registrar within one month from the date on which the alteration was
made or occurred.
[18‑A. Section 594‑ The documents referred to in clause (a) of sub‑section
(1) and in subsection (3) of section 594 shall be delivered to the Registrar
within a period of nine months of the close of the financial year of the
foreign company to which the documents relate:
Provided that the Registrar
may, for any special reason, and on the application made in writing by the
foreign company concerned, extend the said period by a period not exceeding
three months.]
19. Translation of documents other than those under Part XI of the Act‑
If any
document, or any portion of any documents, required to be filed by, or
registered with, the Registrar or containing any fact required to be recorded
by him, in pursuance of any provision of the Act contained in any part of the
Act (except Part XI) [is not in English or in Hindi language, a translation of
that document or portion either in English or Hindi] certified by a responsible
officer of the company to be correct, shall be attached to each copy of the
document which is furnished to the Registrar.
[20. Section 601‑ The fee to be paid to the Registrar in pursuance of
section 601 for registering any document relating to a foreign company shall be
[Rs. 1,000].
[20A. General‑
(1) A copy of every application together with
a copy of each of the documents enclosed therewith, made in pursuance of sub‑section
(1) of section 31, sub‑section (4) of section 43‑A, section 198,
section 309, section 387 or under any of the sections referred to in sub‑section
(1) of section 640‑B, shall be forwarded by the company to the Registrar
of Companies concerned simultaneously with the application to the Central
Government.
(2) Any person having any objection to a
proposal contained in a notice issued in pursuance of section 640‑B
shall, if he so desires, communicate his objection in writing duly
substantiated to the Secretary, Department of Company Affairs and Insurance,
Ministry of Finance, New Delhi, as early as possible after the publication of
the notice in the newspapers. No objection received by the Central Government
after thirty days of the publication of such a notice would be considered.]
21. Power of Central Government to relax Rules 16, 17 and 19‑ Where the Central Government
is satisfied that, it is not practicable to certify a copy of translation as
provided in Rule 16, 17 or 19 as the case may be, the Central Government may
after recording its reasons in writing permit the copy of translation to be
treated as a certified copy, if such conditions, if any, as may be imposed by the
Central Government in that behalf are (duly) fulfilled.
[21A. Fees for inspection of documents etc.‑ The fee payable in pursuance of the following provisions of the Act,
shall be
(1) Clause (a) of sub‑section (1) of section 118
_______________ rupees ten.
Companies (Central Govt.)
General Rules & Forms § App. 1
1357
(2) Clause
(b) of sub‑section (1) of section 118 _______________ rupee one.
(3) Sub‑section
(2) of section 144 _______________ rupees ten.
(4) Clause (b) of sub‑section (2) of section
163 _______________ rupees ten.
(5) Clause
(b) of sub‑section (3) of section 163 _______________ rupee one.
(6) Sub‑section
(2) of section 196 _______________ rupee one.
(7) Clause
(a) of sub‑section (1) of section 610 _____________ [rupees fifty].
(8) Clauses
(b) of sub‑section (1) of section 610
(i) for copy of certificate of
incorporation ___________ [rupees fifty].
[(ii) for copy of extracts of other documents
including hard copy of such documents on computer readable media __________
rupees twenty
______________________________ five per page].
[22. Payment of fees‑ Except as otherwise provided elsewhere
(1) fees payable to the Registrar in
pursuance of the Act or any rule or regulation made or notification issued
there under shall be paid either to the Registrar in cash or into the Public
Account of India at any Treasury or into the Reserve Bank of India or any
office of the State Bank of India or any subsidiary thereof acting as the agent
of the Reserve Bank of India for credit [under the following head, namely:
|
Major Head |
Alphanumeric Code
Description |
Account Code |
Serial Code |
Source Category Check
Digit |
|
|
(1) |
(2) |
(3) |
(4) |
(5) |
|
|
1475 |
Other General Economic Service Regulation of Joint
Stock Companies: |
147500105 |
147500106 |
113 |
|
|
1475‑00‑105 |
(a) Registration fees |
14750010599 |
14750032 |
114 |
|
|
|
(b) Filing fees |
14750010598 |
14750033 |
117 |
|
|
|
(c) Inspection and copying fees |
14750010597 |
14750034 |
112 |
|
|
|
(d) Other fees |
14750010596 |
14750035 |
119] |
|
["(2) fees payable to
the Central Government in pursuance of the Act or any rule or regulation made
or notification issued there under other than those payable under sub‑section
(2) of section 451 of the Act shall be paid into the Public Account of India at
any Government treasury or into the Reserve Bank of India or any office of the
State Bank of India or any subsidiary thereof acting as the agent of the
Reserve Bank of India for credit [under the following head, namely:
|
Major Head |
Alphanumeric Code
Description |
Account Code |
Serial Code |
Source Category Check
Digit |
|
|
(1) |
(2) |
(3) |
(4) |
(5) |
|
|
1475 |
Other General Economic Service |
147500105 |
147500106 |
113 |
|
|
1475-00-105 |
Regulation of Joint Stock Companies: |
14750010596 |
14750035 |
119] |
|
[(3) Fees payable to the
Central Government in pursuance of sub‑section (2) of section 451 of the
Companies Act, 1956, shall be paid into the Public Account of India at any
Government treasury or into the Reserve Bank of India or any office of the
State Bank of India or any subsidiary thereof acting as the agent of the
Reserve Bank of India for credit. [under the following head, namely:
|
Major Head |
Alphanumeric Code
Description |
Account Code |
Serial Code |
Source Category Check
Digit |
|
|
(1) |
(2) |
(3) |
(4) |
(5) |
|
|
1475 |
Other General Economic Service |
147500105 |
147500106 |
113 |
|
|
1475-00-105 |
Regulation of Joint Stock Companies: |
14750010596 |
14750035 |
119] |
|
[“Provided that the fees
payable to the Registrars may be paid also through postal orders (where the amount
involved does not exceed fifty rupees) or through cheques or bank drafts
payable at and/or drawn on post offices or banks, as the case may be, located
at the same city or town as the office of the Registrar:
Provided further that, where
a fee payable to the Registrar is paid through postal orders, cheques or bank
drafts as, aforesaid it shall not be deemed to have been paid unless and until
the relevant postal orders, cheques or drafts are cashed and the amount
credited."]
[23. Payment of dividend to shareholders and interest to debenture‑holders.‑
The amount
of dividend payable to shareholders and the amount of interest payable to
debenture holders under the provisions of the Companies Act, 1956 (1 of 1956)
may be rounded off to the nearest rupee and, for this purpose, where such
amount contains a part of a rupee consisting of paise, then, if such part is
fifty paise or more, it shall be increased to one rupee and if such part is
less than fifty paise, it shall be ignored].
Company Law Department's communique as regards future payments Payment
only in Punjab National Bank from 1‑10‑1976
Under a changed scheme of
Departmental accounting, the Treasury functions hitherto done by the Reserve
Bank or the State Bank have been transferred to the public sector banks. The
Punjab National Bank has been designated as the public sector bank for the
Department of Company Affairs. Accordingly all payments hitherto being made in
the Reserve Bank of India or the State Bank of India and Government Treasuries
shall hereafter be made in the undermentioned branches of the Punjab National
Bank:
|
City |
Office |
City |
Office |
|
1. Ahmedabad |
Ashram Road |
11. Hyderabad |
Bank Street |
|
2. Allahabad |
Civil Lines |
12. Jaipur |
M. I. Road |
|
3. Bangalore |
City Branch |
13. Jodhpur |
Ratnada Colony |
|
4. Bombay |
Phiroz Shah Mehta Road |
14. Jullundur |
Civil Lines |
|
5. Calcutta |
Brabourne Road |
15. Kanpur |
Swaroop Nagar |
|
6. Chandigarh |
Sector 17 |
16. Madras |
Mount Road |
|
7. Cuttack |
Cuttack |
17. Nagpur |
Kingsway |
|
8. Delhi |
Barakhamba Road, New Delhi |
18. Patna |
Boring Road |
|
9. Ernakulam |
Ernakulam |
19. Shillong |
Shillong |
|
10. Gwalior |
Naya Bazar |
20. Srinagar |
Amirkadal |
In the case of Goa,
payments/receipts shall be made in the Bank of Maharashtra, as there is no
branch of the Punjab National Bank. Receipts may be realised by the Registrars
in the form of cash, local cheques, demand drafts, or money orders or postal
orders by the Registrars on account of the Department.
Payments may be made into
the Punjab National Bank with challans prepared in triplicate two copies of the
challans will be given to the depositor, one of which should be sent by the
depositor to the Registrar or Company Law Board etc., as the case may require,
along with the other documents, that is application etc. Or payments may be
made by demand drafts drawn in favour of the Pay and Accounts Officer of the
area concerned and sent to the Departmental Officer concerned that is,
Registrar of Companies, Company Law Board etc., along with the application and
other documents.
Other procedures namely, the
head of account etc, remain the same, (Ministry of Law and Company Affairs,
Dept. of Company Affairs No. G. 21014/12/76‑ E.C.T., dated 30‑10‑1976).
ACCEPTANCE OF FEES ETC. RELATING TO REVENUE OF DEPARTMENT OF COMPANY AFFAIRS FROM THE COMPANIES‑LIST OF ADDITIONAL BRANCHES AUTHORIZED BY PUNJAB NATIONAL BANK
[Issued by the Ministry of
Law, Justice and Company Affairs, Department of Company Affairs vide F. No.
G20018/10/2001‑BGT, dt. 21‑11‑2001].
In addition to the existing
branches of Punjab National Bank for payment of fees relating to revenue of the
Department of Company Affairs from the Companies, Punjab National Bank has also
authorizing the following branches in Delhi/Noida/Faridabad for acceptance of
fees etc. relating to revenue of this Department:
1. Lodi Road, New Delhi
2. ECE House, New Delhi
3. Parliament Street, New
Delhi
4. Okhla Indl. Estate, New
Delhi
5. Naraina, Delhi
6. NIT Faridabad
7. Noida Sector 27
8. Preet Vihar, Delhi
9. Tolstoy House, New Delhi
10. N‑74, Janpath, New
Delhi
11. Nehru Place, New,Delhi
12. Darya Ganj, Delhi
13. Gurudwara Road, Karol
Bagh, New Delhi
14. Kamla Nagar, Delhi
15. Rajendra Place, New
Delhi
2. The companies may deposit the fees by
way of challan in the above mentioned branches of Punjab National Bank but
documents are to be filed in the office of Registrar of Companies on or before
the prescribed last date (30 days in respect of Balance Sheet and other
documents and 60 days in respect of Annual Return). In case of late filing of
the documents, additional fee will be levied as per the provisions of the
Companies Act, 1956.
3. Other procedure, namely the head of
account etc. remain the same (Ministry of Law and Company Affairs No. G‑21014/12/76‑ECT
dt. 30‑10‑1976].