ROC FORMS & SECRETARIAL PRACTICE

Event description Section Form No. Due date Details Reqd/ List of Remarks
Attachments
INCORPORATION
• Availability of Name 20 1A — 3-4 Names,Significance of the Filing fees Rs. 500. Valid for 3 months. For renewal another
names, Authorised Form 1-A to be filed with filing fees of Rs. 500.
Capital,Proposed
objects,Provsnl DIN of Min 2
directors & DSC for 1 director

• Registration
— Private Limited Company 12, 33, 146, 303 1, 18, 32 — MOA & AOA on stamp Form No. 1 on stamp paper of Rs. 10. 2 copies of MAA and
paper,Power of Attorney to proposed agreement with the Managing/Wholetime Director/s
collect Cert/ Make changes in (if any) are to be filed.
MOA/AOA, List of subscribers,
Consent letter of directors,
Police station of regd
office,Approved DIN of
directors

— Public Limited Company 12, 33, 146, 1, 18, 32, — In addition to Form No. 1, MAA and the agreement as
266, 303 aforesaid, Form No. 29 for each Director is also required to be
filed.
TRANSFER OF FUNDS TO INVESTOR EDU & PRO FUND
(a) Unpaid dividend. 205C & IEPF FORM 1 30 days from the end Tender amountin branch of Details of break up of amounts to be given under each head
(b) Unpaid application money received by Companies RULES INVESTOR EDU of 7 years from the Punjab National Bank along Form 1 to be certifiedby a Chartered Accountant or a Company
for allotment of securities and due for refund. & PRO FUND date on which the with Challan (in triplicate) & Secretary or a Cost Accountant practicing in India or by the
(c) Unpaid Matured Deposit. amount became due Bank will return two copies statutory auditors of the company.
(d) Unpaid Matured Debentures. for payment duly stamped to the Company
(e) Interest accrued on (a) to (d). Company shall keep a record relating to folio number,
(i) Interest on unpaid dividend. Certificate Number etc. in respect of persons to whom the
(ii) Interest on unpaid application money received amount of unpaid or unclaimed dividend, application money,
by Companies for allotment of securities and due for matured deposit or debentures, interest accrued or payable, for
refund. a period of three years
(iii) Interest on unpaid matured deposit.
(iv) Interest on unpaid matured debentures.
 ROC FORMS & SECRETARIAL PRACTICE
Event description Section Form No. Due date Details Reqd/ List of Remarks
Attachments
ALTERATION OF MAA
• Change of Name 21 1A — BOD resolution for change of Seek availability of New Name from ROC along with Board
name & reasons for change of Resolution.
name

23, 1 B 30 days If change of name related to Thereafter pass a Special Resolution at GM to adopt the new
objects, CA certificate for name. Apply to ROC for fresh certificate of incorporation along
turnover in new objects with changed MAA.

• Change of Regd. Office

— In the same city within local 146 18 30 days Pass Board Resolution.
limits

— Outside local limits of city, 146 23, 18 30 days Police station for new regd Pass Special Resolution at GM.
town or village office, Date of change of Regd
— In the same State but within 17A 23, 1AD, 18 30 days office Prior confirmation from Regional Director (application in Form
the jurisdiction of another 1AD), Pass Special Resolution at GM. File with ROC a certified
ROC 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
with ROC.
18, 146 21 3 months Certified copy of Tribunal's order along with amended MAA with
18 30 days ROC of both the states.
• Alteration of Objects clause 17, 18 23, 21 30 days Pass Special Resolution at GM. File copy with ROC along with
amended MAA.
CONVERSION OF
Private to Public 44, 23 23 30 days Pass Special Resolution at GM within 30 days of alteration 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 File application for approval of ROC and on receipt of approval
Resolution 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
30th June advertisement.

Return of 30th June Return as on 31st March every year — copy to RBI.
Deposits F 62
 ROC FORMS & SECRETARIAL PRACTICE
Event description Section Form No. Due date Details Reqd/ List of Remarks
Attachments
SHARE CAPITAL
DEBENTURES & SECURITIES
• Issue – Where Prospectus is issued 60 Prospectus Before Issue Including expert's, 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 3 days before 1st
lieu of Allotment
Prospectus
• Allotment 75(1) 2 30 days List of Allottees/ Date of Return of allotment.
allotment
75(2) 3 30 days List of Allottees/ Date of Particulars of contracts if allotment is otherwise than in cash
allotment/ Board Resolution pursuant to contract not in writing.
copy
• Payment to under-writers in case of shares or 76(I) 4 Before payment
debentures not offered to public and disclosed in a
• prescribed form
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 95 5 30 days Notice, Explanatory statement, Pass a Resolution altering MAA at GM.
into stock, etc. Extract of resolution,MOA &
AOA amended

• Increase of share capital or of members. 97 5 30 days Notice, Explanatory statement, Pass a Resolution altering MAA at GM.
Extract of resolution,MOA &
AOA amended

• Revalidation of Transfer Deed 108 7C — File with ROC with filing fees of Rs. 50 per transfer form (if
nominal capital to be transferred 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 Solvency 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- Number of securities bought, consideration paid, dates of
back 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.
 ROC FORMS & SECRETARIAL PRACTICE
Event description Section Form No. Due date Details Reqd/ List of Remarks
Attachments
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 If Prospectus has been issued.
any business or
exercising any
borrowing powers

149(2)(a) 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.

30 days
23
• Foreign Register of Members 157 Notice of 30 days For opening or change in situation or for discontinuance
situation
• Annual Returns for Company with Share Capital 159 Part II of Sch. V, 60 days of AGM or List of directors, shareholders, Full particulars of past and present members once in six years
Form 20B AGM due share transfers, date of last — If shares are listed on Stock Exchange to be signed by full
AGM & Current AGM, time practising Company Secretary.
extension letter for AGM if any

— Without Share Capital 160 21A 60 days of AGM or Details of directors, Along with statement of indebtedness of all registrable charges.
AGM due shareholders, statement of
liabilities/indebtedness & DSC
of 2 directors
— 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 192 23 30 days Notice, Explanatory statement, To be accompanied by Explanatory Statement if S. 173 is
members which otherwise would Extract of resolution,MOA & applicable and agreement if any.
have to be passed as Special
Resolution AOA amended

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
 ROC FORMS & SECRETARIAL PRACTICE
Event description Section Form No. Due date Details Reqd/ List of Remarks
Attachments
ACCOUNTS, AUDIT AND SECRETARIAL COMPLIANCE
• Books of Account – Situation other than Registered 209 23AA 7 days BOD Resolution Pass a Board Resolution.
Office
• Annual Accounts 220 23AC (B/S) 30 days Audited BS/PL & Auditors Certified 3 copies of Balance Sheet, P & L A/c., Directors'
Report, Date of AGM, PAN & M Report, Part IV of Sch. VI, Auditors' Report laid at AGM – If
No of Auditor NOT adopted, statement of non-adoption and reasons therefor.
23ACA(P&L)
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 66 30 days of AGM Compliance Certificate from Co Any Company not required to have a wholetime secretary but
Secy, Date of AGM having a paid-up capital of Rs. 10,00,000/- or more but less
than Rs. 2,00,00,000/- shall file with ROC a compliance
certificate from a secretary in whole-time practice.

DIVIDEND
Interim & Final Dividend No Form Open a separate Bank a/c within 5 days of declaration of final
dividend & 5 days of payment of interim dividend

Arrange to pay dividend within 30 days from declaration/

payment date
DIRECTORS
• Acceptance of Directorship of Public Co. 264, 266 274(1) 32 & 32 30 days Consent Letter, Approved DIN Consent to act as a Director to be filed along with acceptance
(g) for qualification shares, if any. Additional from to be filed by
Addendum every Director on his appointment/re-appointment in a Public
DD-B & DD-C Co.

• Appointment of Managing/Wholetime 269 25C 90 days Notice, Explanatory statement, Appointment as per guidelines in Schedule XIII.
Director/Manager Extract of resolution,

• Appointment or change in Director/Secretary 303 32 & 32 30 days Consent Letter, Approved DIN, To be filed in duplicate.
PAN of Secy

Addendum
• Appointment of Relative of Director with remuneration 314(1)(b) 23 30 days Pass Special Resolution at GM.Refer Director's Relatives (Office
between Rs.10,000/- and Rs.50,000/-p.m. or Place of Profit) Rules, 2003
Notice, Explanatory statement,
Extract of resolution,
• Appointment of Relative of Director with remuneration 314(1)(b) 23 30days Pass Special Resolution at GM and Central Govt.'s permission
exceeding Rs.50,000/-p.m. Refer Director's Relatives (Office or Place of Profit) Rules, 2003
 ROC FORMS & SECRETARIAL PRACTICE
Event description Section Form No. Due date Details Reqd/ List of Remarks
Attachments
REGISTRATION OF CHARGES
• Creation/Modification* 125, 127, 135 8 30 days Instrument: Along with certified copies of the instrument creating charge.
Hypothecation/Mortgage deed, Form No. 13 in triplicate.
Sanction letter, Name,
Address & email of bank, DSC
od director & banker, Details
of Previous
modification/creation together
with Charge ID No.

• For Debenture Series 128, 129 10 30 days Including particulars of commission etc. on Debentures.
• Satisfaction* 138 17 30 days Charge ID of the charge, DSC Upon payment of debt or satisfaction otherwise, Form No. 13 in
of Director/Banker & CA, triplicate after obtaining signatures of the lender company and
Satisfaction letter form Banker the Bank/Financial Institution.
& Date of satisfaction

JOINT STOCK CO.

• Registration of Joint Stock Companies 567 37, 39 Before Registration Joint Stock Company to be registered under Part IX —
registration effective only upon filing documents.
• Registration of Non-joint Stock Companies 568 37 & 39 — do — Non-joint stock companies to be registered under Part IX.
FOREIGN COS.
• Establishment of place of Business in India 592 44 30 days Notarised MOA/AOA/Charter Documents and prescribed particulars to be annexed to the
(english version) , Date of Form.
establishment of place in India,
Details of directors, shareholders,
RBI approval letter, POA to auth
representative, PAN of auth rep

• Alterations of :
a) Memorandum, Charter or Articles 593 49 & 52 On/before 31st Jan. of
the year following the
b) Registered or Principal Office year in which
c) Director/Secretary alterations are made
d) Person authorised to accept service for (a), (b) & (c) 30
of document days for (d) and (e)
e) Principal place in India
• Copies of Accounts and Business places list 594 52 9 months of F.Y. 3 copies of Balance Sheets and P & L A/c. in English 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 & 600 & 125 55, 56, 57, 58, 30 days —
appointment of receiver 59 & 60
• 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 —
 ROC FORMS SECRETARIAL PRACTICE

Event description Section Form No. Due date Details Reqd Remarks
INCORPORATION
• Availability of Name 20 1A — 3-4 Names,Significance of the Filing fees Rs. 500. Valid for 3 months. For renewal another
names, Authorised Form 1-A to be filed with filing fees of Rs. 500.
Capital,Proposed
objects,Provsnl DIN of Min 2
directors & DSC for 1 director

• Registration
— Private Limited Company 12, 33, 146, 303 1, 18, 32 — MOA & AOA on stamp 18 Form No. 1 on stamp paper of Rs. 10. 2 copies of MAA and
paper,Power of Attorney to CA proposed agreement with the Managing/Wholetime Director/s
collect Cert/ Make changes in (if any) are to be filed.
MOA/AOA, List of subscribers, 32C
Consent letter of directors, A
Police station of regd
office,Approved DIN of
directors

— Public Limited Company 12, 33, 146, 1, 18, 32, — In addition to Form No. 1, MAA and the agreement as
266, 303 aforesaid, Form No. 29 for each Director is also required to be
filed.
TRANSFER OF FUNDS TO INVESTOR EDU & PRO FUND
(a) Unpaid dividend. 205C & IEPF FORM 1 30 days from the end Tender amountin branch of CA Details of break up of amounts to be given under each head
(b) Unpaid application money received by Companies RULES INVESTOR EDU of 7 years from the Punjab National Bank along Form 1 to be certifiedby a Chartered Accountant or a Company
for allotment of securities and due for refund. & PRO FUND date on which the with Challan (in triplicate) & Secretary or a Cost Accountant practicing in India or by the
(c) Unpaid Matured Deposit. amount became due Bank will return two copies statutory auditors of the company.
(d) Unpaid Matured Debentures. for payment duly stamped to the Company
(e) Interest accrued on (a) to (d). Company shall keep a record relating to folio number,
(i) Interest on unpaid dividend. Certificate Number etc. in respect of persons to whom the
(ii) Interest on unpaid application money received amount of unpaid or unclaimed dividend, application money,
by Companies for allotment of securities and due for matured deposit or debentures, interest accrued or payable, for
refund. a period of three years
(iii) Interest on unpaid matured deposit.
(iv) Interest on unpaid matured debentures.

2008-09 7
 ROC FORMS SECRETARIAL PRACTICE
Event description Section Form No. Due date Details Reqd Remarks
ALTERATION OF MAA
• Change of Name 21 1A — BOD resolution for change of Seek availability of New Name from ROC along with Board
name & reasons for change of Resolution.
name
23, 1 B 30 days If change of name related to Thereafter pass a Special Resolution at GM to adopt the new
objects, CA certificate for name. Apply to ROC for fresh certificate of incorporation along
turnover in new objects with changed MAA.
• Change of Regd. Office
— In the same city within local 146 18 30 days Pass Board Resolution.
limits

— Outside local limits of city, 146 23, 18 30 days Police station for new regd Pass Special Resolution at GM.
town or village office, Date of change of Regd
— In the same State but within 17A 23, 1AD, 18 30 days office Prior confirmation from Regional Director (application in Form
the jurisdiction of another 1AD), Pass Special Resolution at GM. File with ROC a certified
ROC 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
with ROC.
18, 146 21 3 months Certified copy of Tribunal's order along with amended MAA with
18 30 days ROC of both the states.
• Alteration of Objects clause 17, 18 23, 21 30 days Pass Special Resolution at GM. File copy with ROC along with
amended MAA.
CONVERSION OF
Private to Public 44, 23 23 30 days Pass Special Resolution at GM within 30 days of alteration 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 File application for approval of ROC and on receipt of approval
Resolution 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
30th June advertisement.
Return of 30th June Return as on 31st March every year — copy to RBI.
Deposits F 62

2008-09 8
 ROC FORMS SECRETARIAL PRACTICE
Event description Section Form No. Due date Details Reqd Remarks
SHARE CAPITAL
DEBENTURES & SECURITIES
• Allotment 75(1) 2 30 days List of Allottees/ Date of Return of allotment.
allotment
75(2) 3 30 days List of Allottees/ Date of Particulars of contracts if allotment is otherwise than in cash
allotment/ Board Resolution pursuant to contract not in writing.
copy
• Consolidation of share capital, Conversion of shares 95 5 30 days Notice, Explanatory statement, Pass a Resolution altering MAA at GM.
into stock, etc. Extract of resolution,MOA &
AOA amended

MANAGEMENT & ADMINISTRATION

• Annual Returns for Company with Share Capital 159 Part II of Sch. V, 60 days of AGM or List of directors, shareholders, Full particulars of past and present members once in six years
Form 20B AGM due share transfers, date of last — If shares are listed on Stock Exchange to be signed by full
AGM & Current AGM, time practising Company Secretary.
extension letter for AGM if any

— Without Share Capital 160 21A 60 days of AGM or Details of directors, Along with statement of indebtedness of all registrable charges.
AGM due shareholders, statement of
liabilities/indebtedness & DSC
of 2 directors
• Special Resolutions, & for the following other
resolutions
a) : Agreed by all members or class of 192 23 30 days Notice, Explanatory statement, To be accompanied by Explanatory Statement if S. 173 is
members which otherwise would Extract of resolution,MOA & applicable and agreement if any.
have to be passed as Special
Resolution AOA amended

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

2008-09 9
 ROC FORMS SECRETARIAL PRACTICE
Event description Section Form No. Due date Details Reqd Remarks
ACCOUNTS, AUDIT AND SECRETARIAL COMPLIANCE
• Books of Account – Situation other than Registered 209 23AA 7 days BOD Resolution Pass a Board Resolution.
Office
• Annual Accounts 220 23AC (B/S) 30 days Audited BS/PL & Auditors Certified 3 copies of Balance Sheet, P & L A/c., Directors'
Report, Date of AGM, PAN & M Report, Part IV of Sch. VI, Auditors' Report laid at AGM – If
No of Auditor NOT adopted, statement of non-adoption and reasons therefor.
23ACA(P&L)
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 66 30 days of AGM Compliance Certificate from Co Any Company not required to have a wholetime secretary but
Secy, Date of AGM having a paid-up capital of Rs. 10,00,000/- or more but less
than Rs. 2,00,00,000/- shall file with ROC a compliance
certificate from a secretary in whole-time practice.

DIVIDEND
Interim & Final Dividend No Form Open a separate Bank a/c within 5 days of declaration of final
dividend & 5 days of payment of interim dividend

Arrange to pay dividend within 30 days from declaration/

payment date
DIRECTORS
• Acceptance of Directorship of Public Co. 264, 266 274(1) 32 & 32 30 days Consent Letter, Approved DIN Consent to act as a Director to be filed along with acceptance
(g) for qualification shares, if any. Additional from to be filed by
Addendum every Director on his appointment/re-appointment in a Public
DD-B & DD-C Co.

• Appointment of Managing/Wholetime 269 25C 90 days Notice, Explanatory statement, Appointment as per guidelines in Schedule XIII.
Director/Manager Extract of resolution,

• Appointment or change in Director/Secretary 303 32 & 32 30 days Consent Letter, Approved DIN, To be filed in duplicate.
PAN of Secy
Addendum
• Appointment of Relative of Director with remuneration 314(1)(b) 23 30 days Pass Special Resolution at GM.Refer Director's Relatives (Office
between Rs.10,000/- and Rs.50,000/-p.m. or Place of Profit) Rules, 2003
Notice, Explanatory statement,
Extract of resolution,
• Appointment of Relative of Director with remuneration 314(1)(b) 23 30days Pass Special Resolution at GM and Central Govt.'s permission
exceeding Rs.50,000/-p.m. Refer Director's Relatives (Office or Place of Profit) Rules, 2003

2008-09 10
 ROC FORMS SECRETARIAL PRACTICE
Event description Section Form No. Due date Details Reqd Remarks
REGISTRATION OF CHARGES
• Creation/Modification* 125, 127, 135 8 30 days Instrument: Along with certified copies of the instrument creating charge.
Hypothecation/Mortgage deed, Form No. 13 in triplicate.
Sanction letter, Name,
Address & email of bank, DSC
od director & banker, Details
of Previous
modification/creation together
with Charge ID No.

• Satisfaction* 138 17 30 days Charge ID of the charge, DSC Upon payment of debt or satisfaction otherwise, Form No. 13 in
of Director/Banker & CA, triplicate after obtaining signatures of the lender company and
Satisfaction letter form Banker the Bank/Financial Institution.
& Date of satisfaction

JOINT STOCK CO.

• Registration of Joint Stock Companies 567 37, 39 Before Registration Joint Stock Company to be registered under Part IX —
registration effective only upon filing documents.
• Registration of Non-joint Stock Companies 568 37 & 39 — do — Non-joint stock companies to be registered under Part IX.
FOREIGN COS.
• Establishment of place of Business in India 592 44 30 days Notarised MOA/AOA/Charter Documents and prescribed particulars to be annexed to the
(english version) , Date of Form.
establishment of place in India,
Details of directors, shareholders,
RBI approval letter, POA to auth
representative, PAN of auth rep

2008-09 11