LIST OF DOCUMENTS/NOTICES TO BE FILED WITH THE ROC.

Note : The following abbreviations have been used AGM means Annual General Meeting  CG means Central Government CLB means Company Law Board GM means General Meeting MA means Memorandum of Association MAA means Memorandum & Articles of Association RD means Regional Director ROC means Registrar of Companies * Applications would be expeditiously recorded if the same are certified by a C.A. or a Cost Accountant or a C.S. Event description Section Form No. Due date Remarks INCORPORATION •   Availability of Name 20 1A — Filing fees Rs. 500. Valid for 3 months. For renewal another Form 1-A to be filed with filing fees of Rs. 500. •  Registration    —   Private Limited Company 12, 33, 146, 303 1, 18, 32 — Form No. 1 on stamp paper of Rs. 10. 2 copies of MAA and proposed agreement with the Managing/Wholetime Director/s (if any) are to be filed. —  Public Limited Company 12, 33, 146, 266, 303 1, 18, 32, 29 — In addition to Form No. 1, MAA and the agreement as aforesaid, Form No. 29 for each Director is also required to be filed. ALTERATION OF MoA • Change of Name 21 1A — Seek availability of New Name from ROC along with Board Resolution. 23 30 days Thereafter pass a Special Resolution to adopt the new name. Apply to ROC for fresh certificate of incorporation along with changed MAA. •  Change of Regd. Office  —  In the same city within local limits 146 18 30 days Pass Board Resolution. — Outside local limits of city, town or village 146 23, 18 30 days Pass Special Resolution at GM. — In the same state but within the jurisdiction of another ROC 17A 23, 18 30 days Prior confirmation from Regional Director (application in form 1AD), Pass Special Resolution at GM. File with ROC a certified copy of confirmation of Regional Director along with amended MA. — From one State to another 17 23 30 days Pass Special Resolution at GM. File Petition to CLB and file copy to ROC. 18, 146 21 3 months Certified copy of CLB's order along with amended MAA with ROC of both the states. 18 30 days •  Alteration of Object clause 17, 18 23, 21 30 days Pass Special Resolution at GM. File copy to ROC along with amended MAA. CONVERSION OF Private to Public 44, 23 23 30 days Pass Special Resolution at GM within 30 days of Articles of Association file prospectus or statement in lieu of prospectus. Thereafter apply for fresh Certificate of incorporation. Public to Private 31(1) 23 30 days Pass Special Resolution at GM. 1B 3 months from special Resolution File application for approval of ROC and on receipt of from approval order file copy of altered articles within one month to ROC DEPOSITS Acceptance of Deposits 58A Prior to Acceptance Copy of advertisement (if any) or statement in lieu of advertisement. Return of Deposits 30th June Return as on 31st March every year — copy to RBI. SHARE CAPITAL, DEBENTURES & SECURITIES •  Issue – Where Prospectus is issued 60 Prospectus Before Issue Including experts, letter of consent and statement that he has not withdrawn his consent, copy of contracts. Share application form to be accompanied with Form 2. Prospectus to be vetted by SEBI. •  Where no Prospectus is issued 56(3) 2A — Memorandum containing salient features of prospectus. 70 Statement in lieu of  Prospectus 3 days before 1st Allotment • Allotment 75(1) 2 30 days Return of allotment. 75(2) 3 30 days Particulars of contracts if allotment is otherwise than in cash pursuant to contract not in writing. •  Payment to under-writers in case of shares or debentures not offered to public and disclosed in a prescribed form 76(iii) 4 Before payment • Increase pursuant to Government Order  94A, 81(4) 5 30 days Form duly stamped with CG Order Copy. • Consolidation of share capital, Conversion of shares into stock, etc.    95 5 30 days Pass a Resolution altering MAA at GM. • Increase of share capital or of members. 97 5 30 days Pass a Resolution altering MAA at GM. • Revalidation of Transfer Deed 108 7C — File with ROC with filing fees of Rs. 50 per transfer form (if nominal capital to be trfd. less than Rs. 5,000), otherwise Rs. 100. • Shelf Prospectus 60A Shelf Prospectus Before 1st issue To be filed by a public financial institution, public sector bank or scheduled bank whose main object is financing. The shelf prospectus is valid for 1 year from the date of opening of 1st issue. Information memorandum to be filed prior to the second and subsequent issues. BUY-BACK OF SECURITIES • Declaration of Insolvency 77A(6) 4A 30 days To be adopted by Board of Directors and signed by at least two Directors, of which one should be Managing Director. • Register of Securities bought back 77A(9) 4B On completion of buy-back Number of securities bought, consideration paid, dates of cancellation of securities/extinguishing, physical, destroying the same, etc. to be included. • Return for buy-back of Securities 77A(10) 4C 30 days Return contains detailed information to be submitted to the ROC in relation to securities bought back. REGISTRATION OF CHARGES • Creation/Modification* 125, 127, 135 8, 13 30 days Along with certified copies of the instrument creating charge. Form No. 13 in triplicate. • For Debenture Series 128, 129 10 & 13 30 days Including particulars of commission etc. on Debentures, Form No. 13 in triplicate. • Satisfaction* 138 17 & 13 30 days Upon payment of debt or satisfaction otherwise, Form No. 13 in triplicate after obtaining signatures of the lender company and the Bank/Financial Institution. MANAGEMENT & ADMINISTRATION • Officer in default — Appointment 5 1AA 30 days If any one director or a person other than director along with consent in Form 1AB. — Withdrawal of consent 5 1AC 30 days Upon receiving notice of withdrawal of consent. • Commencement of Business 149(1)(a) 19 Before commencing or exercising any borrowing powers If Prospectus has been issued. 149(2)(b) 20 — do — If statement in lieu of Prospectus has been filed on Rs. 10 Stamp Paper. • Commencement of New Business 149(2A)(b)(ii) 20A Before commencing Pass Special Resolution at GM. 23 30 days • Foreign Register of Members 157 Notice of situation 30 days For opening or change in situation or for discontinuance • Annual Returns for Company with Share Capital 159 Part II of Sch. V 60 days of AGM or AGM due Full particulars of past and present members once in six years — If shares are listed on Stock Exchange to be signed by full time practising Company Secretary. — Without Share Capital 160 21A 60 days of AGM or AGM due Along with statement of indebtedness of all registrable charges. — Notice of Trust 187C III 30 days Upon receiving Forms I and II — Notice of beneficial holdings. • Special Resolutions, & for the following other resolutions : a) Agreed by all members or class of members which otherwise would have to be passed as Special Resoln. 192 23 30 days To be accompanied by Explanatory Statement if S. 173 is applicable and agreement if any. b) Board resolutions relating to appointment or variation of the terms of appointment of a Managing Director. c) Giving powers to the Board u/s. 293 d) Appointment of sole selling agent u/ss. 294 and 294AA e) Voluntary winding up ACCOUNTS AUDIT AND SECRETARIAL COMPLIANCE • Books of Account – Situation other than Registered Office 209 23AA 7 days Pass a Board Resolution. • Annual Accounts 220 — 30 days Certified 3 copies of Balance Sheet, P & L A/c., Directors' Report, Part IV of Sch. VI, Auditors' Report laid at AGM – If NOT adopted, statement of non-adoption and reasons thereof. 219 23AB 30 days One copy of abridged accounts in case of listed companies which can be issued to members instead of the full accounts • Appointment/Reappointment of Auditor 224 23B 30 days of intimation To be filed by the auditors — acceptance or rejection to be specified. • Secretarial Compliance Certificate 383A — 30 days of AGM Any Company not required to have a wholetime secretary but having a paid-up capital of Rs. 10 lakhs or more shall file with ROC a compliance certificate from a secretary in wholetime practice. DIRECTORS • Acceptance of Directorship of Public Co. 264, 266 29 30 days Consent to act as a Director to be filed along with acceptance for qualification shares, if any. • Appointment of Managing/Wholetime Director/Manager 269 25C 90 days Appointment as per guidelines in Schedule XIII. • Appointment or change in Director/Secretary 303 32 30 days To be filed in duplicate. JOINT STOCK CO. • Registration of Joint Stock Companies 567 37, 39, 40 & 41 Before Registration Joint Stock Company to be registered under Part IX — registration effective only upon filing documents. • Registration of Non-joint Stock Companies 568 38 & 42 — do — Non-joint stock companies to be registered under Part IX. FOREIGN COS. • Establishment of place of Business in India 592 44 30 days Documents and prescribed particulars to be annexed to the Form. • Alterations of : a) Memorandum, Charter or Articles 593 49 & 52 On/before 31st Jan. of the year following the year in which alterations are made for (a) (b) & (c) 30 days for (d) and (e) b) Registered or Principal Office c) Director/Secretary d) Person authorised to accept service of document e) Principal place in India • Copy of Account and Business places list 594 52 9 months of F.Y. 3 copies of Balance Sheets and P & L A/c. in English F. Y. or certified translation in English and 3 copies of all business places in India. • Cease to have place of Business in India 597 52 Forthwith — • Charges/Modifications/satisfaction of charges & appointment of receiver 600 & 125 55, 56, 57, 58, 59 & 60 30 days — • Annual Return 600 Annual Return 60 days of F.Y. As per Foreign Companies Rules, 1975. • Books of Account 600 & 209 23AA 7 days Notice of address of place of maintaining books of account other than the Principal place. • Prospectus 605 Prospectus Copy Before issue in India — Note: Sections 391 to 560 covering Compromise and Arrangement, Oppression and Management, Receivers and Managers, Winding-up not mentioned as their usage in day-to-day practice is low.