ABOUT BOARD MEETINGS GENERALLY

 

Disposal of business (S. 291)

 

The Directors at a Board meeting can dispose of any business for the management of the company except where the Companies Act 1956, or the memorandum or articles specially prescribes the matters to be dealt with otherwise by resolution of the members in a General Meeting. Moreover, the Board while disposing of any business will always be subject to the provisions contained in the Companies Act, 1956 or any other Act or in the memorandum or articles of the company or in any regulations not inconsistent therewith and duly made thereunder including regulations made in the general meeting. But no regulation made in the general meeting will invalidate any prior act of the Board which would have been valid if that regulation had not been made.

 

Board to meet at least once in every three calendar months (S. 285)

 

In the usual course, every company, either public or private, should hold a meeting of its Board of Directors at least once in every three months and at least four such meetings should be held in every year. Paragraph 2. 1 of Secretarial Standard- I [ICSI] also provides that the Board of Directors should meet at least once in every three months with a maximum interval of 120 days between any two meetings such that at least four meetings are held in each year.

 

As to the question of interval between two Board Meetings under section 285, the Department of Company Affairs is of the view that there being a clear distinction between ,every' and 'each', namely, 'every' meaning total, and 'each' meaning individuals composing it, the expression 'every three months' in section 285 thus naturally mean three months taken together and the provisions of that section will be complied with if the Board of Directors of a company meet on any day between 1st January to 31st March. Next three months will comprise April to June and the Board may meet on any day between  1st April to 30th June. (Letter No. 4013172-CL. III, dated 2-6-1973).

 

Notice of Board Meetings (S. 286)

 

Section 286 makes it obligatory to issue notices of Board Meetings to every director for the time being in India and at his usual address in India meaning foreign Directors and also to every other director meaning Indian Directors. Thus the section does not provide for minimum period of notice as provided by section 171 for general meetings. But such should be given within a reasonable period of time. In re, Homer District Consolidated Gold Mines, (1888) 39 Ch D 546 (CA). The section also does not provide for any particular form of notice and therefore notice sent by facsimile will be adequate notice. Fermceio Sias and another v. Jain Mangaram Mukhi and others, (1994) 1 Comp LJ 345 (Del). For the foreign collaborator with a considerable stake the notice should be either one month's notice or the date of the next meeting should be fixed at the preceeding meeting. Boiron v. SBL Ltd., (1998) 30 CLA 21 (CLB). Board meeting held without complying with the provisions of section 286 and steps taken in violation of such provisions would render the meeting illegal and the business transacted therein should be declared as null and void. Bhagirath Agarwala v. Tara properties (P.) Ltd., (2002) 111 Com Cases 597 (Cal).

 

Every officer of the company whose duty it is to give notice of' a board meeting and who falls to do so will be punishable with fine of upto Rs. 1,000/-.

 

Secretarial Standard-I [ICSI] on Notice of Board Meetings

 

Paragraph 1.2 of Secretarial Standard- I provides for notice of board meetings. Subparagraph 1.2.1 provides that notice in writing of every Meeting should be given to every Director by hand or by post or by facsimile or by e-mail or by any other electronic mode. Where a Director specifies a particulars mode, the Notice should be olven to him by such mode. Sub-paragraph 1.2.2 provides that the notice should specify the day, date, time and full address of the venue of the Meeting.

 

A Meeting may be held at any time, on any day, including a public holiday, and at any place. Sub-paragraph 1.2.3 provides that the Notice of a Meeting should be given even when Meetings are held oil pre-determined dated or at pre-determined intervals. Subparagraph 1.2.4 provides that unless the Articles prescribe a longer notice period, Notice should be given at least fifteen days before the date of the Meeting.

 

Notice need not be given of an adjourned Meeting other than a Meeting that has been adjourned "sine die". However, Notice of the reconvened adjourned Meeting should be given to those Directors who did not attend the Meeting which had been adjourned. Subparagraph 1.2.5 provides that no business should be ' transacted at a Meeting if Notice in accordance with this Standard has not been given. Sub-paragraph 1.2.6 provides that the Agenda, setting out the business to be transacted at the Meeting, and Notes on Agenda should be given at least seven days before the date of the Meeting. Sub-paragraph 1.2.7 provides that each item of business should be supported by a note setting out the details of the proposal and, where approval by means of a Resolution is required, the draft of such Resolution should be set out in the note. Sub-paragraph 1.2.8 provides that the Notice, Agenda and Notes on Agenda may be given at shorter periods of time than those respectively stated above, if the majority of members of the Board or of the Committee, as the case may be, agree. The proposal to hold the Meeting at a shorter notice should be stated in the Notice and the fact that consent thereto was obtained should be recorded in the Minutes:

 

Notice, Agenda and Notes on Agenda should be given to all Directors or to all members of the Committee, as the case may be, at the address provided by them, whether ill India or abroad, and should also be given to the Original Director, even when the Notice, Agenda and Notes on Agenda have been given to the Alternate Director. Sub-paragraph 1.2.9 provides that any supplementary item not originally included in the Agenda may be taken up for consideration with the permission of the Chairman and with the consent of the majority of the Directors present in the Meeting. However, no supplementary item which is of significance or is in the nature of Unpublished price sensitive information should be taken up by the Board without prior written Notice.

 

The items of business to be transacted should be arranged in order of those items that are of a routine or general nature or which merely require to be noted by the Directors, and those items which require discussions and specific approval.

 

Besides the items of business that are required by the Act or any other applicable law to be considered at a Meeting of the Board and all material items having a significant bearing on the operations of the company, there are certain items which, if applicable, should also be placed before the Board. An illustrative list of such items is given at Annexure 'A

 

There are certain specific items which should be placed before the Board at its first Meeting and there are certain items which should be placed before the Board at the Meeting held for consideration of the year-end accounts. Illustrative lists of such items are given at Annexures 'B' and 'C' respectively.

 

Quorum for Board Meetings (S. 287)

 

The quorum for a meeting of the Board of Directors of a company is one-third of its total strength (any fraction contained in that one-third being rounded off as one) or two Directors, whichever is higher. If the number of interested Directors exceeds or is equal to two-thirds of the total strength, the number of the remaining Directors, that is to say, the number of Directors who are not interested present at the meeting being not less than two, shall be the quorum.

 

Where all the Directors are interested, the company should increase the strength of the Board of Directors by appointing disinterested Directors or by appointing additional Directors not interested in the contract concerned if the articles of the company so authorise. If neither of these steps are possible, the proposed contract in which all the Directors are interested should be placed before the General Meeting of the company. (Letter No. 8/16(1)61-PR, dated 9-5-1961).

 

If the articles of a company do not make a provision similar to Regulation 75 of Table 'A', then the remaining Directors being below the number prescribed for quorum are not competent to act. York Tramways Co. v. Willows, (1882) 8 QBD 685 (CA).

 

The quorum should be present not only at the commencement of the meeting but also at every stage of the meeting to give validity to the business transacted thereat. Balakrishna v. Balu Subudhi, AIR 1949 Pat 184.

 

Committee of the Board of Directors IS. 292 (1) proviso]

 

To discharge its obligation, the Board of Directors may form as many number of committees of the Board as may be found necessary. The committee is not bound by statutory limit to hold meetings of required number as in the case of the Board of Directors. Committees of the Board should be formed by passing a resolution at a Board Meeting and not by circular resolution.

 

Audit Committee [S. 292A]

 

The Companies (Amendment) Act, 2000 has inserted a new section 292A requiring a public company having paid-up share capital of Rs. 5 crores and more to constitute a committee of the board of directors known as "Audit Committee".

 

Remuneration Committee

 

Schedule XIII Part 11, Section Il amended by GSR No. 36(E), dated 16-1-2002 and GSR No. 565(E) dated 14-8-2002 provides that the ceiling limits specified under subparagraph (A), (B) and (C) shall apply inter alia if payment of remuneration is approved by a resolution passed by the Remuneration Committee.

 

Procedure where meeting adjourned for want of quorum (S. 288)

 

If a meeting of the Board could not be held for want of quorum, then unless the articles otherwise provide, the meeting shall automatically stand adjourned till the same day in the next week, at the same time and place or if that day is a public holiday, till the next succeeding day which is not a public holiday, at the same time and place. Although section 288 does not specifically prohibit holding of a Board Meeting on a public holiday but as it prohibits holding of an adjourned Board Meeting on a public holiday, it is construed by implication that the original Board Meeting cannot also be held on a public Holiday.

 

An adjourned Board Meeting cannot be held on a public holiday but on original meeting can.

 

Passing of resolution by circulation (S. 289)

 

Instead of holding a regular Board Meeting, the Directors can adopt a resolution by circulation. A draft of the proposed resolution is required to be circulated together with the necessary papers, if any, to all the Directors, or to all the members of the committee, then in India (not being less in number than the quorum fixed for a meeting of the Board or committee, as the case may be) and to all other Directors or members at their usual address in India, and must be approved by such of the directors as are then in India, or by the majority of such of them, as are entitled to vote on the resolution. All powers of the Board can be exercised by means of such resolution by circulation except those which are required by the Companies Act, 1956, to be exercised only at a Board Meeting. When such a resolution, by circulation, is passed by the Board of Directors, it should be included in the minutes of the next Board Meeting of the company for the purpose of authenticity.

 

Paragraphs 6.1, 6.2, 6.3 and 6.4 of Secretarial Standard I [ICSI] provide for passing of board resolution by circulation. Paragraph 6.1 provides that the a resolution proposed to be passed by circulation should be sent in draft together with the necessary papers, individually to all the directors or in the case of a committee to all the members of the committee.

 

Paragraph 6.2 provides that the draft resolution to be passed by circulation and the necessary papers should be circulated by hand, or by post, or by facsimile, or by e-mail or by any other electronic mode.

 

Paragraph 6.3 provides that the resolution should be deemed to have been passed on the date on which it is signed as approved by all the directors then in India, being not fess than the quorum, or on the date on which it is approved by the majority of the directors entitled to vote on the resolution, whichever is earlier.

 

Paragraph 6.4 provides that resolution sent for passing by circulation should be noted along with the decisions thereof, at the next meeting of the Board or committee, as the case may be, and recorded in the minutes of such meeting.

 

Meetings of Board (Ss. 285-289)

 

The Companies Act provides that certain businesses of the company have to be conducted or disposed of at the Board Meeting only. In some cases, the articles of a company may also provide for consideration of certain businesses only at the Board Meeting. A chart is given at the end of this paragraph listing out the sections of the Act and the subject matter for which resolutions passed at a Board Meeting is necessary.

 

The passing of resolution by circulation does not, however, dispense with the need for holding a meeting once at least in three months, as required by section 285.

 

It is a statutory obligation on the part of the officer of the company to issue a notice of every meeting of the Board of Directors of a company. The notice signifies notice in writing and not by any other method. Notice by facsimile is also allowed as stated earlier. Regulation of Board Meeting by Act and Articles.

 

Board Meetings are usually regulated by the Companies Act and the articles of the company. Sections 285 to 289 and regulations 73 to 81 of Table 'A' of Schedule I to the Act in substance, govern Board Meetings. Whereas section 285 of the Acin-tipulates the minimum number of times the Board of Directors shall have formal meetings in a year (at least four meetings in a year with one meeting in every quarter), section 286 deals with the subject of notice of meeting of the directors the fact that notice should be given in writing to every director for the time being in India. Section 287 deals with the quorum of the Board Meeting, being either one- third of the total number of Directors or two Directors, whichever is higher. But such quorum should be disinterested quorum, that is, the Directors, interest under section 299 being reckoned as not present for the purpose of forming a quorum. Section 288 provides for adjournment of the meeting for want of quorum and the fixing of the date of the adjourned meeting automatically (which should be on the same day and time in the next week). Under section 289, the resolution may be validly passed by circulation of a draft of resolution and consent being obtained thereto from the majority of the Directors then residing in India. Regulation 73 of Table 'A' indicated that the directors should discharge their obligation by meeting as a Board for the despatch of business, and may adjourn or otherwise regulate its meetings, as it thinks fit. It further indicates that a director may, and the Manager or Secretary, on the requisition of a Director shall, at any time, summon a meeting of a Board. Regulation 74 of Table 'A' provides that save as otherwise expressly provided in the Act, question arising at any meeting of the Board shall be decided by a majority of votes. It further provides that in case of an equality of votes, the Chairman of the Board, if any, shall have a second or casting vote.

 

Unless there is an express provision like this, all the Directors constituting the Board, will have to concur in doing any act. The rule of corporate law that where a duty has to be done by a body of persons, it can be done at a meeting by a majority of that body only applies to public bodies and can be extended to companies only through regulations in their articles. Perrott & Perrott Ltd. v. Stephenson, (1934) 1 Ch 171 : 1933 All ER (Rep) 549.

 

Most companies have a clause empowering Directors to act in spite of vacancies, but (unless the article expressly so provides) this will not enable them to act unless they form a quorum. Newhaven local Board v. Newhaven School Board, (1885) 30 Ch D 350. A meeting of Directors cannot transact business if at any time the number of Directors present ceases to form a quorum, even though a quorum was present at the beginning of the meeting. Henderson v. Louttit, (1894) 21 Rettle 674. The invalidity of a meeting will not affect persons dealing with the company without notice. Royal British Bank v. Turghuand, (1856) 6 E & B 327. The transactions of an invalid meeting may be ratified at a subsequent Board Meeting, though such ratification may be ineffective if not made within a reasonable time. In re .- Portuguese Consolidated Copper Mines, (1889) 42 Ch 160. A Director does not make himself responsible for an act done at a meeting at which he was not present and which is complete without further confirmation, merely by voting at a Subsequent meeting for the ratification of the minutes. Burton v. Beven, (1908) 2 Ch 240.

 

Director personal attendance at Board Meeting.-The directors are required to attend the Board Meeting personally and not by proxy.

 

Procedure to be Followed at Board Meeting.-It is a general practice to circulate along with the notice of the Board Meeting Agenda paper containing the items of business to be transacted at the Meeting. The items of business as per the order of the Agenda are elaborated with notes followed by the proposed resolution. Where there is no resolution to be proposed, the notes are only given to explain the context of the item of business given in the agenda. These items on the Agenda are taken up in the order they appear and decisions are expressed by passing a resolution by majority.

 

Chart showing the sections of the Act under which Board Resolutions are to be passed at a Board Meeting

 

Section 262-                  filling a casual vacancy in the Board;

Section 292-                  the power to:

 

(a) make calls on shareholders;

(aa) authorise the buy-back referred to in the first proviso to clause (b) of sub-section (2) of section 77A.

(b) issue debentures;

(c) borrow moneys otherwise than on debentures;

(d) invest the company's funds;

(e) make loans;

 

Section 297-                  Board's sanction for certain contracts in which particular directors are interested;

Section 299-                  disclosure to the Board of a director's interest in a transaction of the company;

Section 308-                  Disclosure to the Board of a director's shareholding;

Sections 316                  Approval to the appointment of a person as managing director or

and 386-                       manager in more than one company;

S. 372A(3)                    Power to make inter-corporate loans and investments

 

Chairman

 

Regulation 76 of Table 'A' provides that

 

(1) The Board may elect a Chairman of its meetings and determine the period for which he is to hold office.

(2) If no such Chairman is elected, or if at any meeting the Chairman is not present within five minutes after the time appointed for holding the meeting, the Directors present may choose one of their number to be Chairman of the meeting.

 

Where the articles of a company make no provision for the appointment of a Chairman, no Director presiding over the meeting of the Directors has the legal status of a Chairman. Foster v. Foster, (1916) 1 Ch 532.

 

Board Meeting to be presided over by Chairman.-A Board Meeting to be validly constituted it must be presided over by a Chairman. The Articles of Association of a Company generally contain a provision for election of a Chairman and to determine the period for which he is to hold office. If no such Chairman is elected or if at any meeting the Chairman is not present within five minutes after the time appointed for holding the meeting, the directors present may choose one of their number to be Chairman of the meeting. Where the Articles of a Company make no provision for the appointment of a Chairman, no director presiding over any meeting of the directors has the legal status of a Chain-nan. Foster v. Foster, (1916) 1 Ch 532.

 

Chairman's tenure when appointed by directors.-When a Chairman is appointed by the directors, there is no contract that he remains Chairman until he ceases to be director. He is appointed for such time as the directors think fit and it is open to the directors at any time to substitute another Chairman in his place, Ranji Lal Baisiwala v. Baiton Cables Ltd., (1964) ILR 14 Raj 135.

 

Chairman of Board to preside at General Meeting.-The Chairman of the Board usually presides over the general meeting of the company and such a provision is kept in the Articles generally.

 

Position of Chairman.-The Chairman has prima facie authority to decide all questions which arise at the Board Meeting. The duty of the Chairman is to conduct the Board Meeting, The Chairman generally has a casting vote and in case of equality of votes, he can cast that vote to decide the matter, such a casting vote is to be specifically provided in the Articles of Association.

 

The entry in the minute book of the Chairman's decision is, however, prima facie evidence of the correctness of the decision and the onus of displacing that evidence is on those who impeach it. Chairman has also the power to include or delete certain discussions or deliberations made in the Board Meeting would amount to be defamatory, irrelevant, immaterial or detrimental to the interest of the company.

 

Votes of Directors.-As the directors have only one vote each, the matter is decided by show of hands. There is no question of poll being held in the case of Board Meeting.

 

Secretarial Standard I.-Paragraph 5.1 of Secretarial Standard I provides that every company should have a chairman who would be the Chairman for meetings of the Board. Paragraph 5.2 of the said standard provides that the Board while constituting any committee should also appoint the Chairman of that Committee, unless such appointment is to be made in pursuance of any other applicable guidelines, rules or regulations.

 

Committee of Directors (S. 292 r/w Regulations 77, 78 and 79)

 

Regulation 77 of Table 'A' provides that

 

(1) The Board may, subject to the provisions of the Act, delegate any of its powers to committees consisting of such member or members of its body as it thinks fit.

(2) Any committee so formed shall, in the exercise of the powers so delegated, conform to any regulations that may be imposed on it by the Board.

 

Without an authority given by the articles, similar to above, the Board of Directors of a company cannot delegate any of its powers to a committee. In re : Howard's case, (1886) 1 Ch App 561. But powers restricting delegation of power as per section 292 of the Act should be taken into consideration in dealing with delegation of power to a committee of Board of Directors. Committee of Directors may consist of only one member of the Board, but while doing so, Directors should not cease to manage absolutely the affairs of a company.

 

A committee may elect a Chairman of its meetings. As in the case of the Chairman of the Board of Directors, if no Chairman is elected or if at any meeting, the Chairman is not present within five minutes after the time appointed for holding the meeting, the members present may choose one of their members to be the Chairman of the meeting. (Regulation 78 of Table 'A').

 

A committee may meet and adjourn as it thinks proper. Questions arising at any meeting of a committee shall be determined by a majority of votes of members present, and in case of an equality of votes, the Chairman shall have a second or casting vote. (Regulation 79 of Table 'A').

 

Secretary (S. 383-A)

 

As per the definition given in Section 2(45) of the Companies Act, 1956, Company Secretary means a person who is a member of the Institute of Company Secretaries of India constituted under the Company Secretaries Act, 1980 and includes any other 'individual possessing the prescribed qualifications and appointed to perform the duties which may be performed by a Secretary under the Companies Act and any other ministerial or administrative duties. The qualifications prescribed for appointment as secretary are given in the Companies (Appointment and Qualifications of Secretary) Rules, 1988.

 

The secretary is only a subordinate officer and he has no managerial functions. He performs such functions and exercises such powers as the Board may delegate to him, and these powers may be extensive or limited according to the terms of appointment in each case, and there is nothing to prevent their being extended to the sphere of managerial functions also. But no one entering into contractual relations with the company can assume without further enquiry that the secretary as such, has authority to make representations or do anything binding on the company. Barnett Hoares and Co. v. South London Tramways Co., (1887) 18 QBD 815.

 

This view, however, has been modified (Panorama Developments (Guildford) Ltd. v. Fidelis Furnishing Fabrics Ltd., (1971) 3 All ER 16 (CA)) by the Court of Appeal where LORD DENNING M.R., thus describes the present position of the company secretary:

 

"Times have changed, a company secretary is a much more important person now- a- days than he was in 1887. He is an officer of the company with extensive duties and responsibilities. This appears not only in modem Companies Act, but also by the role which he plays in the day-to-day business of the companies. He is no longer a mere clerk. He regularly makes representations on behalf of the company and enters into contracts on its behalf which come within the day-to-day running of the company's business. So much so he may be regarded as having been held out as having authority to do such things on behalf of the company. He is certainly entitled to sign contracts in the administrative side of the company's affairs, such as employing staff and ordering cars and so forth. All such matters now come within the ostensible authority of a company secretary." SALMON, J. has concurred in this judgment and emphasised that the secretary is the chief administrative officer of the company and in respect of matters concerned with administration he has ostensible authority to sign contracts and do all things within the ambit of administration.

 

The powers of a secretary have expanded to any extent over the area of managerial functions.

 

Though a secretary as such has limited powers, there is nothing in the Act to prevent a company entrusting him with wider powers and responsibilities. If managerial powers are given to him and they extend to the management of the whole affairs of the company, the secretary though called by that name, will really be the manager or if he is also a director, the managing director or whole-time director for purposes of the Act.

 

His true legal position is that he is an agent in the same position as any other agent of the company. If his dealings are such that the company is not bound by them, he may himself be liable as in the case of a director on the ground of breach of warranty of authority. If he does any unauthorised acts or makes unauthorised representations the company is not bound by them.

 

Where a company employs a Secretary, that officer usually provides liaison between the Board and the executive management of the company. A Secretary is also responsible for ensuring the performance by the clerical and other staff of the office of their duties with diligence and accuracy. These responsibilities of the Secretary assume greater im­portance where the company does not have either a managing director or a manager. It would, therefore, be only proper that in the absence of a managing director or manager, the Secretary should be one of the officers who should authenticate the balance-sheet and the profit and loss account of a company and also to the fulfillment of the formal require­ments as to the accounts. It appears that it is for these reasons that the legislature thought it fit to lay down as a requirement in Sec. 215 of the Companies Act that where a company does not have a managing director or a manager, at least the Secretary, if any, must join in authenticating the company accounts." (Circular No. 8116(1)61-PR, dated 26-6-1961).

 

Companies (Amendment) Act, 2000 has inserted a proviso to sub-section (1) of section 383-A requiring companies not needed to employ a whole-time secretary under subsection (1) and having a paid-up share capital of Rs. 10 lakhs or more to file with the Registrar of Companies a certificate from a secretary in whole-time practice in the Form appended to the Companies (Compliance Certificate) Rules, 2001 within 30 days from the date of the annual general meeting.

 

Under sub-rule (2) of Rule 3 of the said Rules, the company shall file with the Registrar a certificate in Form or as near thereto as circumstances admit in respect of each financial year within thirty days from the date on which is annual general meeting was held.

 

Provided that where the annual general meeting of such company for any year has not been held, there shall be filed with the Registrar such certificate within thirty days from the latest day on or before which that meeting should have been held in accordance with the provisions of the Act. Sub-rule (3) provides that every secretary in whole-time practice for the purpose of issue of certificate referred to in sub-rule (2) shall have right to access at all times to the registers, books, papers, documents and records of the company whether kept in pursuance of the Act or any other Act or otherwise and whether kept at the registered office of the company or elsewhere and shall be entitled to require from the officers or agents of the company, such information and explanations as the secretary in whole-time practice may think necessary for the purpose of such certificate. Sub-rule (4) provides that every certificate referred to in sub-rule (2) shall be laid by the company in its annual general meeting.

 

Duties of Secretary

 

1. Before convening Board Meeting.

 

(a) Filing date of meeting.-To fix date, time, and place of the Board Meeting in consultation with Chairman.

(b) Notice of Meeting.-To despatch notice of the Meeting to the Directors intimating date, time and place of the meeting.

(c) Agenda.-To prepare agenda papers in consultation with Chairman while preparing the agenda, it is advisable to place the routine items of business first on the agenda and other important items which are controversial in nature later. Each items of business should contain a brief write up and the resolution which is proposed to be passed by the Board. Keep an item as any other business with Agenda so that if at the last minute something is to be included, it can be included, it can be so done.

(d) Despatch of Agenda papers.-After agenda papers are ready, Secretary to get the same finally approved by the Chairman before despatch.

(e) Intimation to Stock Exchange.-Where the directors propose to recommend any dividend to shareholders, or give bonus to shareholders etc, then intimate Stock Exchanges on which company's shares are quoted the date of the Board Meeting.

(f) Directors' Attendance Register.-Enter the date, place and time of the Meeting as also the names of Directors of the company in the Directors' Attendance Register.

(g) Minute Book.-Ensure that minutes of the last Board Meeting are kept ready for confirmation and signature of the Chairman.

 

Schedule A

 

Forms, Returns, Documents and Agreements to be riled with the Registrar/Regional Director,

Central Government for which there are prescribed forms

 

Section or Reference

Relevant rules if any

Particulars

Form No. and Return reference

Remarks

1

2

3

4

5

17(l)

Notice of the order of the Company Law Board

21

 

Wherever there is an order passed by the company Law Board under this provision, Form No. 21 is to be filed with three months   from the date of order. Time taken for ob­taining certified copy of the order from the Company Law Board is excludible. Non­ filing of the requisite information in this form attracts penal consequences and the order does not become effective. Court fee stamps of the requisite value should be affixed before filing the Form.

17A

4BBA

Application to the Regional Director

1AD

This application is to be made by a company 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 along with fee of Rs. 500/-.

20/21/22

4-A, G.R.F

Application form for availability of change of name, or rectification of name

1A

To be accompanied by a fee of Rs. 500/- in favour of the Registrar

5(g)

4BB

Particulars of person(s) director(s)/charged/specified for the purpose of clause (f)/(g) of section 5

1AA

This return is to be filed with the Registrar of Companies where (1) any person is charged by Board with the responsibility of complying with any of the provisions of the Act pursuant to clause (f) of Section 5 and (11) any director or directors as is specified by the Board in this behalf and where no director is so specified all the Directors pursuant to clause (g) of Section 5. 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 accompanied by

(i)                  Consent of the person in Form 1 AB charged with the responsibility of compliance with the provisions of the Act.

(ii)                A certified copy of the Board's resolu­tion.

5(g)

4BB

Revocation or withdrawal of consent

IAC

This return is to be filed by the company within thirty-days of revocation or withdrawal of the consent with the Registrar of Companies.

33(2)

 

Declaration of compliance for registration of company

1

Application for registration of a company is to be executed on non-judicial- stamp paper of appropriate value and is to be a signed by a director managing or whole-time director, manager or secretary or an Advocate of the Supreme Court or of a High Court or an Attorney or a Pleader entitled to appear before the High Court or a Chartered Accountant, or a Secretary in whole-time practicing in India who is engaged in the formation of the company and has to be witnessed by one person. Any false statement in declaration attracts punishment by way of imprisonment up to two years and fine.

31(l)

 

Application for the approval of the Central Government for con version of a public company into a private company

1B

To be made to the concerned Registrar of Companies

43A

 

Certificates as prescribed for a private company

Schedule V to the Companies Act, 956

To be filed with the Registrar along with annual return concluding item

44(l)(b)

 

Form of statement in lieu of prospectus to be filed by private companies on becoming public

Schedule IV to the Companies Act1956

To be filed within thirty days of the alteration with the Registrar

58A

10 A.D.R.

Return of deposit received from public, etc.

Form I of the Companies (Acceptance of Deposit) Rules, 1975

To be filed before 30th June every year with the Registrar

58A(11)

4CCC

Form of Nomination

2B

A fixed deposit holder may at any time make a nomination in favour of a person to whom, his fixed deposit will vest in the event of his death.

56(3)

4 CC

Memorandum containing salient features of prospectus

 

Every form of application for shares in or debentures of a company through public issue must accompany the abridged prospectus

44(2)(a) & 56

 

Preparation of prospectus

Schedule 11 of the Companies Act, 1956

To be filed with the Registrar.

70(l)

 

Form of Statement in lieu of prospectus by a company which does not issue a prospectus or which does not go to allotment on a prospectus issued.

Schedule III of the Companies Act 1956

To be filed with the Registrar.

75(l)

5 G.R.F.

Return of allotment of shares

2

Return of allotment has to be filed in Form No. 2 by the company having share capital which has allotted shares. Form can be suita­bly used for filing returns of company's shares or shares allotted at discount. Form No. 2 is required to be filed within thirty days of the allotment or such other extended period as may be allowed by the Registrar

75(2)

 

Particulars of contract relating to shares allotted otherwise than cash

 

The particulars of contracts relating to shares in Form No. 3 are to be furnished along with Form No. 2. When the contract relating to shares allotted otherwise than for cash is not reduced to writing and where contract is entered into after the date of allotment. Non­ filing of particulars attracts penalty of the fine up to Rs. 500 for every day of default

76(l)

 

Commission payable in respect of issue of shares, etc

 

This statement is required to be furnished in Form No. 4 before commission payable is actu­ally paid. Non-compliance with the provisions of s. 76 attracts penalty of fine up to Rs. 500/-.

77A(l)

5(1)$

Letter of offer of buy-back of shares

Schedule II$

The draft letter of offer containing particu­lars specified in Schedule II should be filed before buy-back of shares.

77A(6) 77A(7)

5C

Declaration of Solvency verified by an affidavit

4A

This declaration is to be filed with the Regis­trar as well as SEBI where applicable by a company buying back its own shares imme­diately after passing of the special resolution

77A(10)

5C read with 9$

Return containing prescribed particulars relating to buy-back

4C read with Annexure A$

This return is to be filed with the Registrar as well as SEBI where applicable within 30 days of completion of the buy-back.

79

 

Notice of the order of the Company Law Board

21

This notice is to be filed in Form No. 21 Wherever there is an order passed by the Company Law Board under this provision non-filing of requisite information in this form attracts penal consequences and the order in question may not become effective.

81(7)

 

Notice of the Order of the Court

21

This notice is to be filed in Form No. 21 Wherever there is an order passed by the court under this provision, non-filing of req­uisite information in this form attracts penal consequences and the order in question may not become effective

94A(2)

 

Notice of the Order of the Central Government

21

This notice is to be filed in Form No. 21. Wherever there is an order passed by the Central Government under this provision non-filing of the requisite information in form attracts penal consequences and the order in question may not become effective

95/97/94A(2)/ 81(4)

 

Notice of consolidation, division, conversion, cancellation, increase in share capital, increase in number of members etc. of share capital

5

This notice has to be filed in Form No. 5 with the Registrar by a company having shares capital which has consolidated and divided the shares capital into shares of larger amount than its existing shares; sub-divided its shares or any of them; redeemed, and any redeemable preference shares or cancelled any shares oth­erwise than in connection with the reduction of share capital under Ss. 102, 104. Default in compliance with the provision is punishable with fine of Rs. 50/- for the period during which the default continues. Both the company and officer(s) in default are liable to punishment.

102(l)

 

Notice of the order of the Court

21

This notice is to be filed in Form No. 21 Wherever there is an order passed by the court under this provision, non-filing of the requisite information in this form attracts penal consequences and the order in question may not become effective

103(l)

 

Certified copy of court's order for reduction of capital

Form No. 31 of the Companies (Court) Rules

To be delivered to the Registrar

107(3)

 

Notice of the order of the Court

21

This notice is to be filed in Form No. 21. Wherever there is an order passed by the Court under this provision, non-filing of requisite information in this form attracts penal consequences and the order in question may not become effective.

108(IA)

 

Share Transfer form

7-B

An instrument of transfer shall be in Form 7B. When an instrument of transfer is pre­sented to the prescribed authority 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 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 returns of the instrument to the sender.

108(ID)

 

Extension of time under section108(ID)

7C

The restrictions of periods mentioned in sub­ sections (I -A)., (I -B), (I -C) can be relaxed by the Central Government on an application made to it in this behalf by such further time as it may deem fit. The application in Form No. 7C with effect from 22-4-1988 may be made before or after expiry of such periods to the Registrar. The powers under this sub section is to be exercised by the Central Government when it is of the opinion that it is necessary to extend the periods mentioned in sub-sections (I-A), (I-B), (I-C) to avoid hardships. Central Government has delegated this power to the Registrar.

108A

5B

Application for approval of the Central Government for acquisition of shares. Applicable only to dominant companies

7D

The application for seeking approval of the Central Government is required to be accom­panied by a fee of Rs. 500/-.

108B

5B

Intimation to the Central Government of the proposal to transfer shares. Applicable only to dominant companies

7E

The intimation to the Central Government is required to be accompanied by a fee of Rs.500/-.

108C

5B

Application for approval of the Central Government for transfer of shares of foreign companies Applicable only to dominant companies

7E

The application to the Central Government is required to be accompanied by a fee of Rs.500/-.

109A

5D

Form of Nomination

2B

Every holder of shares in or holder of debentures of a company may at any time nominate a person to whom his shares in, or debentures of, the company shall vest in the event of his death.

111(5)

 

Notice of the order of the Company Law Board

21

This notice has to be filed in Form No. 21. Wherever there is an order passed by the Company Law Board under this provisions, non-filing of requisite information in this form attracts penal consequences, and the other in question may not become effective. This form should be filed alongwith Form No. 13, with fee of Rs. 50/-.

125/127/135

6 G.R.F.

Particulars of charge Acquisition of property subject to charge Modification of charge

8/10

Particular of charges created by a Company registered in India or, as the case may be, modification of charges subject to which property has been acquired by a company registered in India, have to be furnished in Form No. 8. Non-furnishing of information in Form No. 8 attracts penalty of Rs. 5,000/­- per day during which the default continues. This form should be filed along with Form No. 13, with fee of Rs. 50/-

128/129

 

Particulars of entire series of debentures Particulars of any issue of debentures in a series

10

Where a company issues a series of deben­tures of different denominations, particulars thereof are required to be furnished in Form No. 10. Duly stamped specimen of each series is also required to be submitted along with this Form. Non-furnishing of the requi­site information in the Form attracts penal consequences for the company and every officer who is in default by way of fine which may extend to Rs. 5,000/- per day for every day during which the default continues. This form should be filed after affixing Court fee stamps of the requisite value.

131

 

Chronological index of charges

12

A registrar of chronological index of charges is     to be maintained in Form No. 12 by the Registrar so            that every person interested in seeking inspection of charge may do so.

130/135/137

 

Register of charges of memo randurn of satisfaction thereof

13

A         register of charges and memorandum of satisfaction thereof is maintained at the office of the Registrar in Form No. 13 and the same can be inspected by any one on payment of a fee of Rs. 10 for each inspection.

137

 

Notice of appointment of re ceiver of manager, etc.

15

Notice in Form No. 15 is required to be given to the Registrar of the appointment of a receiver as well as when he ceases to so act, and also for the appointment of a manager and on his ceasing to so act, within thirty days from the date of the passing of the order in that behalf or of the making of the appointment. Non-filing of information in Form No. 15 attracts penalty of fine up to Rs. 500/ for every day of default. This form should be filed alongwith Form No. 13.

137(2)

 

Notice by receiver etc. on ceasing to act as such

16

Notice in Form No. 16 is -required to be given by the receiver/manager on his ceasing to so act soon after he ceases to act as such. Non­ furnishing of requisite information attracts penalty of fine up to Rs. 500/- for every day of default. This form should be filed alongwith Form No. 13.

138

 

Memorandum of complete satisfaction of charge

17

A company is required to furnish information to the Registrar in respect of payment and sat­isfaction in full of any charge within thirty days from the date of such payment or satis­faction, duly signed by a responsible officer of the company. This form is not to be furnished in cases where there is no complete satisfac­tion of charge. Non-furnishing of requisite information attracts penalty of fine up to Rs5,000/- for the period of default. This form should be filed alongwith Form No. 13.

146

 

Notice of situation or of the change in the registered office

18

Notice in Form No. 18 is required to be fur­nished within thirty days from the date of passing of the resolution regarding change in the address of the registered office of the company within the Jurisdiction of the office of the Registrar. Non-furnishing of the requisite attracts penalty of Rs. 500/- for every day of default. In case of change of registered office from one state to another, it should be filed within thirty days of such change after confirmation of the Special Resolution by the Company Law Board and after Registrar gives certificate of registration on filing of Form No. 21

149(l)(d)

 

Declaration of compliance by a company where prospectus has been issued on or with reference to its formation

19

A declaration in Form No. 19 is a pre-condi­tion for obtaining certificate of commence­ment. It applies only to a company which has issued a prospectus and has to be furnished by any director or secretary of the company on a non judicial stamp paper of the requisite information attract penalty of fine Rs. 5,000/- for every day of default.

149(2)(c)

 

Declaration of compliance by a company where prospectus has not been issued

20

This declaration in Form No. 20 is required to be furnished by a company which has filed a statement in lieu of prospectus and is a pre­ condition for issuance of the certificate of commencement. It is to be furnished duly signed by a director or secretary of the com­pany on a non-judicial stamp paper of appro­priate value. Non-furnishing of information as above attracts penalty for every person responsible for such failure of fine of Rs. 5,000/- for every day of default.

149(2A)(11)

 

Declaration of compliance with the            provisions of Section 149(2A(I) or of Section 149(2B)

20A

To be filed with the Registrar either before commencement of new business or within thirty days of passing of the resolution of commencement of new business. A business commenced without the furnishing of infor­mation in this form attracts penalty of fine of Rs. 5,000/- for every day of default.

17(1)/79, (2) (4), 94A(2), 102(l), 107(3), 111(5), 141, 186, 391(2), 394(l), 397, 398

 

Notice of the courts/ Company Law Boards Order

21

To be filed with the Registrar with a copy of the court's/Company Law Board's order. Wherever there is an order passed by the Company Law Board or the Court under these provisions, non-filing of the requisite information in this form attracts penal consequences and the order in question may not become effective.

159

 

Annual Return

Form prescribed under Schedule V, Part 11 of the Act

To be filed with the Registrar within sixty days of the annual general meeting

160

 

Annual Return to be made by a company not having share capital

21A

A company not having share capital is required to furnish its annual return in Form No. 21A within sixty days from the date on which the Annual General Meeting was held. Where no annual general meeting is held report, has to be made up to the date of the annual general meeting. Non-furnishing of annual returns as prescribed attracts penalty of fine up to Rs. 100/-   for every day of default.

165

 

Statutory Report (public company)

22

To be filed with the Registrar immediately after sending the report to members. A return in Form No. 22 is required to be furnished within seven days of the submission of the statutory report which has to be submitted within a period of not less than one month or more than six months after the company has commenced its business. Non-furnishing of return along with statutory report attracts penalty of fine of Rs. 5000/

167

 

Notice of the order of the Com pany Law Board

21

This notice is to be filed in Form No. 21 with a certified copy of the order of the Company Law Board calling an Annual General Meeting.

171(2)

 

Consent by shareholders for shorter notice

22A

Consent by shareholders for shorter notice is required to be furnished in Form No. 22A to the            CPO company by the shareholders which a company may preserve for a substantial period.

186

 

Notice of the Order of the Company Law Board

21

This notice is to be filed in Form No. 21. Wherever there is an order passed by the Company Law Board under this provision, non-filing of the requisite information in this form attracts penal consequences and the order in question may not become effective.

187C(4)

3(D.B.I.S.)

Declaration of Beneficial interest

Form III under the Companies (Declaration of Beneficial Interest in Sh­ares) Rules, 1975

To be filed with the Registrar within thirty days from the date of receipt of the declara­tion by the company.

192

 

Registration of certain resolutions and agreements

23

Whenever a company passes any resolution or makes any agreement under section192(4), it is required to file Form No. 23 along with a certified copy of the resolu­tion/agreement and an explanatory statement setting out the material facts within 30 days from the passing of the resolution. Non­ furnishing of requisite information in this form attracts penalty of fine of Rs. 200/- for every day of default.

205A(5)&(6)

4

Particulars of unpaid or unclaimed dividend transferred from the Unpaid Dividend Ac count of the company and paid into Punjab National Bank

Form I to the Companies Unpaid Di­vidend (Transfer to General Reve­nue Account of the Central Govern­ment) Rules, 1978

At the time of making transfer.

205B

6(l)

Application for an order of the Central Government for payment of dividend amount out of the General Revenue Account of the Central Government

Form 11, op. cit.

When required.

205B

6(3)

Form of Indemnity Bond

Form III, op. cit.

On requisition by Registrar.

209(l) Pro

 

Notice of address of keeping books and accounts

23AA

To be filed within seven days of the decision taken by the directors in the Board Meeting. If a company decides to keep its books of accounts at a place other than its registered office, a notice to that effect has to be given to the Registrar in Form No. 23A. The company and every offi­cer of the company who does not furnish infor­mation in this form may be punished with im­prisonment for a term up to six months, or fine up to Rs. 10,000/-  or both.

219(l)(b)IV

7A

Statement containing salient features of Balance-Sheet and Profit & Loss Account etc.

23AB

The Statement containing the salient features of the documents referred to in sub-section (1) of section 219 shall be in Form 23AB. 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 pro­ visions of sub-section (1) of section 215. A signed copy of the statement shall be attached to the documents filed pursuant to section 220.

224(IA)

 

Appointment of Auditor (Notice by the Auditor)

23B

To be filed with the Registrar within thirty days of the receipt of the intimation of the appointment. Notice by an auditor on his appointment is required to be furnished by him in Form No. 23B. He may use this form also by way of abundant caution in the event of his re-appointment. Non-filing of this form attracts penalty up to Rs. 5,000/-t and, where default continues, to a fine of Rs. 500/-t per day of default.

233B(2)

 

Application for appointment of Cost Auditors

23C

To be made to the Central Government be­ fore appointment

259

 

Application for increasing the number of directors of company

24

To be made to the Central Government

269(2)  and Sch. XIII

10A GRF

Return of appointment of Managing Director/ Whole-time Director/ Manager

5C

(1) Every public company, and every private company, which is a subsidiary of a public company, having a paid-up share capital of rupees one crore or more shall have a man­ aging 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.

294AA

2 C(A.S.A.) R

Application for approval to the appointment of sole selling agents

Form 1 to the Companies (Appoint­ment of Sole Agents) Rules, 1975

To be made to the Central Government

294AA

2 C (A.S. R.)

R

Application for approval to the appointment of role buying agents

Form II to the companies (Ap­pointment of Sole Agency) Rules, 1975

To be made to the Central Government.

297(l)

 

Application for the previous Proviso approval for entering into con­tracts

24A

To be made to the Central Government.

299

 

Notice by interested directors

24AA

Notice by the director interested directly or his relatives in the companies in which he is interested is required to be filed by him with the company at the first meeting of the Board every            year in Form No. 24AA. Non­ furnishing of this information with the Gov­ernment may make him liable to vacate his office as directors.

314(IB)

 

Application for prior consent for holding any office or place of profit

24B

To be made to the Central Government

269, 311 & 338, 198(4), 309(3),387

 

Application for appointment, reappointment and remuneration payable to managerial personnels

25A

To be made to the Central Government.

268

 

Application for approval to amendment of provision relating to managing, whole-time or non­ rotational directors.

25B

To be made to the Central Government.

310,311,388

 

Application for increasing the remuneration of director, manager.

26

To be made to the Central Government

264(2)/266(l) (a)

 

Consent by directors

29

To be filed with the Registrar before registration of articles, publication of prospectus. At the time of incorporation of a public company hav­ing share capital, a director is required to file his consent for acting as a director in Form No. 29, duly signed by the consenting director. Non­ filing of this form will not enable the person to act as such directors.

266(l)(b)(ii)

 

Undertaking      to take up qualification shares by a director

29

To be filed at the time of incorporation

303(2)

 

Particulars        of appointment of directors, managing          director, manager and secretary  and changes among them

32

To be filed in duplicate within thirty days from the date of appointment or from the date of change. Particulars with regard to appointment/cessation of director, manager or secretary has to be filed in duplicate by the company having share capital and change among them has to be furnished by the com­pany within 30 days from such happening in Form No 32. Non-furnishing of requisite information in this form attract as penalty of Rs. 500/- for every day of default.

383A(l) proviso

3 of C(CC) R

Certificate of compliance

Form

Every company not required to employ a whole-time secretary that is having a paid-up share capital of less than Rs. 2 crores but having a paid-up share capital of Rs. 10 lakhs and more is needed to obtain a certificate in this form from a company in whole-time practice. This certificate should be filed with ROC within 30 days of AGM.

391(2)

 

Notice of the order of the Court

21

This notice is to be filed in Form No. 21. Wherever there is an order passed by the court under this provision, non-filing of requisite information in this form attracts penal consequences and the order in question may not become effective.

394(l)

 

Notice of the order of the Court

21

This notice is to be filed in Form No. 21. Wherever there is an order passed by the court under this provision, non-filing of req­uisite consequences and the order in question may information in this form attracts penal not become effective.

395

 

Notice to dissenting shareholders

35

Notice to dissenting shareholders is required to be served on them by the transferee com­pany within two months after the expiry of four months of the making of the offer. If the source or contract for purchase of shares has been approved by holders of 9/10ths in value of the shares whose transfer is involved, par­ticulars in this form are not required to be filed with the Registrar of Companies.

395(4A)(a)(i)

12 G.R.F.

Information to be furnished of any offer of scheme or contract involving transfer of shares

35A

To be presented to the Registrar before it is issued to the members. Information is re­quired to be given to the shareholders of the transferor company in Form No. 35A in cases where the directors of the company want to recommend acceptance of the offer. Neces­sary particulars are required to be filed with the Registrar and a circular to the sharehold­ers of the transferee company can only be issued after it has been so registered. Where the circular is not registered as above a penalty of fine of Rs. 5,0001- is provided

397/398

 

Notice of the order of the Company Law Board

21

This notice is to be filed in Form No. 21. Wherever there is an order passed by the Company Law Board under this provision, non-filing of requisite information in this form attracts penal consequences and the order in question may not become effective.

409

 

Notice of the order of the Company Law Board

21

This notice is to be filed in Form No. 21 along with a certified copy of the order of the Company Law Board.

424 read with 421

 

Filing of accounts of receiver or managers

36

To be filed once in every six months with the Registrar. A receiver appointed under instru­ment or, as the case may be, by the court, is required to furnish abstract of receipts and payments in Form No. 36 once in every six months. It is obligatory on the company to ensure that the form is delivered. Non­ compliance with this requirements attract a penalty of Rs. 2,000/-.

555(3)

 

Particulars of unclaimed dividends etc. paid into the company's liquidation account in the Reserve Bank of India    Rules, 1965

Annexure I to the Company's Liquidation Account

To be filed at the time of making credit into the Accounts.

565/566/567

 

Application by an existing Joint stock company for registration as a limited or unlimited company

37

To be made to the Registrar. Where an appli­cation is not filed for such registration, obvi­ously, the company will not be registered.

565/568           

 

Application by an existing association        other than a Joint stock company for registration as a limited/unlimited company

38

To be made to the Registrar. Necessary de- tails as prescribed in the form have to be verified. Where the requisite information A not provided, obviously, the company will not be entitled to registration.

565(l) proviso

 

Registration of an existing company

41

Where a company is proposed to be registered as a company limited by guarantee resolution giving assent to such registration which is required to be passed by a simple majority of members present in person or by proxy should be furnished in Form No. 41, along with Forms Nos. 37 and 38, duly signed by at least two directors or other prin­cipal officers of the company.

567

 

Registration of existing company-list of particular

37

Registration of an existing company as a limited company specifying certain particulars for the registration of an existing company as a limited company has to be furnished along with Form No. 37, duly signed by at least two directors or other of officers of the company, containing particulars as on a date and not more than six clear days before the delivery of the statement.

567(a)/(c)

 

List of names and address and occupation of the persons of joint stock company for filing

39/40

To be delivered to the Registrar.

568(a)

 

List of names, addresses and occupation of the directors and the managers of the existing company not being a joint stock company

42

To be delivered to the Registrar before regis­tration. This list is required to be furnished in Form No. 42 duly signed by two or more directors or other principal officers of the company, on a non-judicial stamp paper of appropriate value along with Form No.38.

592

16/7 G.R.F.

Documents to be delivered by a foreign company for its registration

44

To be filed with the Registrar within thirty days from the date of establishing place of business in India. Form No. 44 is required to be filed by a foreign company establishing branch office in India within thirty days thereof with prescribed particulars duly signed by accept on behalf of the company, services or one or more persons authorised to process notices and other documents. Non furnishing of this. information attract penalty of fine up to Rs. 50,000/- and, in the case of continuing default, up to Rs. 1,000/- for every day of default.

593(a)/(b)/(c)

17, 18 G.R.F.

Return of alterations in the case of a foreign company's particulars

49

To be filed with the Registrar on or before 1st’January of the year following the year in      CPO which alteration was made. Return for altera­tion in the charter, statutes or memorandum and articles of association, addresses of the registered or principal officers, directors and secretary of a company is required to be fur­nished in Form No. 49, duly signed by the person or persons authorised to receive notices in Indian on behalf of the foreign company. Non-filing of particulars in this form attract penalty of fine up to Rs. 10,000/- and, in case of continuing default, up to Rs. 1,000/-  per day for every day of default.

593(d)/(e)

17, 18, G.R.F.

Return of alteration in names and addresses of persons resident in India authorised to accept service or in the address of principal place of business in India by a foreign company

52

To be filed with the Registrar within one month of the date of alteration in triplicate. Non- filing of information in this form attracts penalty of fine up to Rs. 10,000/- or, where the default continues, up to Rs. 1,000/- per day.

594(3) 

18A G.R.F

Declaration of place of business in India by foreign companies

52

To be filed with the Registrar in triplicate within nine months from the date of the close of the financial year. Non-filing of informa­tion in this form attracts penalty of fine up to Rs. 10,000/- or, where the default contin­ues, up to Rs. 1,000/-  per day.

597(3)

 

Declaration by a foreign company on ceasing to have a place of business in India

52

To be filed with the Registrar immediately on cessation of business. Non-filing of information in this form attracts penalty of fine up to Rs. 10,000/- or, where the default contin­ues, up to Rs. 100/- per day

600/125           

 

Charge created by foreign companies

55

To be filed with the Registrar within thirty days from the date of creation of the charge. Particu­ lars of charge(s) on property in India created by a foreign company after the 15th January 1937 is required to be furnished by the foreign com­ pany within thirty days of the creation of the charge. Where the charges are created outside India this period of thirty days is reckoned from the date of receipt of instrument or its copy in India.            Non-furnishing of information in this form attracts penalty of Rs. 5,000/-.

600/127

 

Particulars of charge subject to which property in India has been acquired by a foreign company

56

To be filed with the Registrar within thirty days of acquiring the property with a charge. These Particulars of charge(s) with a certified copy of the instrument prescribed for the purpose along with the original instrument is required to be furnished in Form No. 56, within thirty days of the acquisition of property in question. Non­ furnishing of particulars in this form attracts penalty of fine of Rs. 5,000/- per day.

600/128

 

Debenture floated by foreign proviso companies- Particulars of each issue in series

57

To be filed with the Registrar within thirty days after the execution of the debenture trust deed. These particulars are required to be furnished by the company or any interested per­ son duly accompanied by the original deed and a certified copy thereof in Form No. 57. Any default in compliance attracts penalty of fine of Rs. 5,000/- per day for every day of default.

600/128 & 129

 

Particulars of the entire series of debenture issued by a foreign Company

58

To be filed with the Registrar within thirty days of the execution of the deed or issue of debentures. Particulars of series of debentures con­taining or giving by reference to any other instrument any charge(s) to the benefit of which the debenture holders of the said series are entitled pari passu created by a foreign company are required to be furnished in Form No. 58 with full description of the instrument or docu­ment within thirty days of the execution of the deed or issue of debenture. Non-furnishing of information in this form attracts penalty of fine of Rs. 5,000/-  for every day of default.

600/135

 

Modification of charge in the case of a foreign company

59

To be filed with the Registrar within thirty days from the date of modification. With a view to notifying any modification of the charge made by a foreign company, particular of such modifications are required to be furnished in Form No. 59, within thirty days thereof. Non-filing of particulars in this form attracts penalty of fine up to Rs. 10,000/- for every day of default.

600/138

 

Memorandum of complete satis faction of charge created by a foreign company

60

To be filed with the Registrar within thirty days of the payment or satisfaction or release of the property. This memorandum is required to be furnished in Form No. 60, not necessarily where only one of the several charges has been specified, duly accompanied by a letter from the charge holder about the satisfaction thereof. Non-filing of the memorandum at­ tracts penalty of fine which may extend to Rs. 5,000/- for every day of default.

600/159

 

Annual Return to be made by a foreign company

Part II, Schedule V Act, 1956 (as given in the Application of Section 159 to For­eign Companies Rules, 1975)

To be filed with the Registrar within sixty of the Companies days of the date of the meeting.

           

 

Schedule – ‘B’

 

Document required to be riled with the Registrar of Companies, Regional Director, Central Government for which no prescribed forms exist

 

 

Section

Documents to be filed

Remarks

1

2

3

8

Application for obtaining an order that an establishment is not to be treated as a branch office

To be made to the Central Government

25

Application for a Licence

To be made to the Regional Director (delegate by Central Government pursuant to Company Regulation 1956)

31(2A)

Conversion of public Prospectus), private company printed copy of the articles of association as altered

To be filed within one month of the date of the receipt of the Registrar (delegated by Central Government) approval with the Registrar

43A(2)

Information to be given and original certificate to be for warded for amendment in the case of a private company becoming a public

Within three months from the date of which it becomes public to the Registrar

43A(4)

Application for deemed public company to become a private company again

To be made to the (delegated by Central Government) Reg­istrar of Companies

43A(8)(a) (c) (d)

Certificate by a private company that no public company holds twenty-five per cent or more of its paid-up capital or it does not have an average annual turnover of such sum as may be prescribed or more or it does not accept or renew deposits from public

To be filed with the Registrar along with the Annual Return

43A(9)

Certificate to be filed by a Private Company that it does not hold 25% or more at the paid share capital of one or more public companies

To be filed with the Registrar along with the annual return of the company

77A read with Rule 10(2)$

Certificate of compliance

To be filed with the Registrar of Companies. This certificate should be verified by two whole time directors including the managing director and company secretary.

81(3)(a)

Application for approving the issue of debentures or raising of loans where they do not conform to the prescribed rules

To be made to the Central Govt. before such issue

89(4)

Application for exemption from terminating disproportionately excessive voting rights

To be made to the Central Government

114(l)

Application to issue share-warrants

To be made to the Central Government

157(2)

Notice of situation of office where foreign register is kept or changes thereof

To be given within thirty days of such situation or any changes thereof with the Registrar

166(l) 2nd proviso

Application for extension of time for holding of A.G.M. for any special reason

To be made to the Registrar if A.G.M. is not possible to be held within 15 months

166(2) 1st proviso

Application for exempting any class of companies from the provision of sub-section (2) of section 166

To be made to the Central Government

204(l) proviso

Application for approval of appointing firm or body corporate to any office or place of profit for more than 10 years

To be made to the Central Government

205(2)(c)

Application for approving the basis of calculating depreciation

To be made to the Central Government

205A(3)

Application for approving declaration of dividend out of reserves not in accordance with the provisions of prescribed rules

To be made to the Central Government before declaration.

211(l)

Application for approving the form of balance-sheet other than mentioned in Part I of Schedule VI

To be made to the Central Government before making use of the particular form

211(4)

Application for approving the modifications with regard to matters to be stated in the balance-sheet or profit and loss account

To be made to the Central Government

212(8)

Application for exemption from any provisions of the section

To be made to the Central Government

213(l)

Application for extension of financial year of the holding or subsidiary company

To be made to the Central Government

220

(1) Three copies of balance-sheet and the profit and loss account with all annexures

(2) Where the AGM was not held in a year, Statement of reasons for not holding the AGM, [S. 220 (2)]

To be filed within thirty days of the annual general meeting with the Registrar

224(7)

Application for approving the removal of the auditor before the expiry of his term of office

To be made to the Central Government

237(a)

Application to appoint inspectors in certain cases

To be made to the Central Government

241(2)(a)(b)

Application to get a copy of the investigation report by any other person

To be made to the Central Government

247(5) Second Proviso

Application by the company to obtain a copy of the investigation report

To be made to the Central Government

247(5)

Application to order investigation into the ownership of a company

To be made to the Central Government

274(2)

Application to remove certain disqualification of directors by Gazetted Notification

To be made to the Central Government

295(l)

Application for approving loans to be given to directors

To be made to the Central Government

300(3)

Application to permit interested directors to participate or vote in Board's proceedings by a Gazetted Notification

To be made to the Central Government

309(1) Proviso

Application to exempt from remuneration of directors any sum received for rendering professional  services

To be made to the Central Government.

309(5B)

Application to waive the recovery of remuneration received in excess of prescribed limits from a director.

To be made to the Central Government.

314(2)(b) & (2D)

Application for waiving any sum refundable to the company

To be made to the Central Government.

316(4)

Application to permit appointment of one person a managing director of more than two companies.

To be made to the Central Government.

386(4)

Application to permit appointment of one person as manager of more than two companies.

To be made to the Central Government.

388E(5)

Application for permitting appointment of another person to the post of the removed managerial personnel

To be made to the Central Government.

395(4A)(a)(iii)

Circular recommending acceptance of offer in relation to acquisition of shares.

To be filed before issue of circular with the registrar

396

Application to provide for amalgamation of companies in national interest

To be made to the Central Government.

399(4)

Application to authorize any member(s) of the company to apply to the company law board in case of oppression and mismanagement.

To be made to the Central Government.

496(1)(a)

Application to call a general meeting beyond three months by the liquidator appointed by the members in members voluntary winding up.

To be made to the regional director (delegated by central government)

508(1)(a)

Application to call a general meeting beyond three months by the liquidator appointed by the creditors in creditors voluntary winding-up

To be made to the regional director (delegated by central government)

551(l)

Application by the liquidator to get exemption from filing in formation regarding proceeding Certification of liquidation

To be made to the Regional Director (delegated by Central Government)

555(7)(b)

Application to claim payment of unpaid dividend from company's Liquidation Account

To be made to the Regional Director (delegated by Central Government)

572

Application for change of name for the purpose of registration

To be made to the Central Government

605

Certified copy of prospectus issued by a foreign company

To be filed before issue in India with the Registrar

610(l) proviso (i)(ii)

Application to inspect prospectus after 14 days of its publication

To be made to the Regional Director (delegated by Central Government)

637B

Application for condonation of delay in making any application or filing any document

To be made to the Central Government