Documents to be filed with registrars of companies
Various documents and returns have to be filed with the ROC as prescribed in the sections of the companies act 1956 starting with form 1 for application and declaration for company registration as prescribed in section 33.
Registration of certain resolutions and agreements
The provisions in this section are frequently compiled with by a company. In terms of this section, a copy of every resolution together with a copy of statement of material facts annexed under section 173 of the notice of the meeting in which such resolution has been passed or agreement to which this section applied shall, within 30 days after the passing or making thereof, be printed or typewritten and duly certified under the signature of an officer of the company and filed with ROC.
The resolutions and agreements as follows :
(a) Special resolutions : Special resolutions are give by the company in their meeting and explanatory statement.
(b) Appointment/Reappointment of managing director : Resolution of the board or agreement executed by the company relating to the appointment or reappointment of a managing director including the various of the terms.
(c) Unanimous resolution by all members :
(i) Resolution passed at general meeting in a private limited company fixing the time and place of future general meeting which is agreed to by all the members.
(ii) Resolution passed by all members of a public limited company entitled to vote thereat according approval to issue notice with shorter notice than 21 days for calling an annual general meeting.
(d) Class meeting : Resolution passed by meeting of a class of shareholders as in section 106.
(e) Ordinary resolutions passed in general meeting :
(i) Resolutions passed by company in general meeting authorizing the board to exercise powers under section 293.
(ii) Resolutions passed by a company in general meeting approving the appointment of sole selling agent under section 294.
(f) Copies of terms and conditions of appointment of a sole selling agent under section 294.
(g) Resolution of a company for voluntary winding up.
Late Filing of Documents
Where any document or any form is not filed by the company within the time stipulated, section 611 allows the company to file the document late after the period and for such late-filing the registrar may levy additional fee not exceeding ten times of the fees specified.
Fixed Rate of Additional Fee
The department standardized the additional fee, as a trial basis, in respect of companies up to Rs.1 crore authorized share capital during June 1994.
Streamlining the working of the ROC
On the basis of the report of a committee constituted to study the working of Registrars of Companies. The erstwhile department stated that necessary changes were being made to change the rules and that the registrars were asked to implement the following recommendations :
Availability of name
Arrangement may be made to make arrangements for a computer terminal being available in the Registrars office for a few hours to enable the ROC to take prompt action on availability of name.
Regarding company registration with the latest instruction issued on 5.1.1990 to the registrars was that they must register a company only when the subscribers to a memorandum tallied with the names of the promoters given in the application for availability of name. The above instruction has been modified to the effect that so long as there is one promoter common in both the above documents and when the others in the application for availability of name have no objection, the company is registered.
ROC has now got the power to approve abbreviated name under section 21.
Rules are being changed to make the period of availability of name to six months and intimation as to availability of name will be given within 7 days.
Object clause of new companies
The registrars have been asked to ensure that in case of object oriented name like Skew Sugar Limited the main object should constitute only that object and that in non-object names like Gopal Sons Limited there should be no objection as to the number of main objects. There should not be any objection to register a company where all the subscribers are NRIs of foreign nationals subject to RBI permission.
Standardization of additional fee
The department has made necessary changes as explained above.
Prospectus
As prospectus is vetted by the SEBI and the regional stock exchange, the registrars have been advised that it is not necessary for them to scrutinize elaborately. They have to ensure that the prospectus is signed, that all the documents have been received. The effort should be to register the prospectus the same day it is received.
Registration of charges
The revised instructions regarding prompt registration of charges have been explained above.
Balance sheet/annual return
The enclosures should be checked and the documents taken on record.
Appointment/Cessation of Directors
Form 29 and 32 should be taken on record on day to day basis.
Application for extension of transfer instruments
It has been decided that only an endorsement be made by rubber stamp on the transfer deed itself extending the validity period.
Harmonization of practices
Power of attorney – In future only one consolidated power of attorney is enough from all subscribers for company registration. ROCs should also not insist for any authorization from the board for appointing a power of attorney.
Resignation of directors – The department has clarified that there is no need for Registrars to call for letter from the Director regarding his resignation or for the Minutes book.
Notice of meeting – There is no need to call a copy of notice when special resolutions are filed in form 23.
Fees Payable to the registrar
Fees shall be paid to the registrar at the time of company registration. Such fees are on the basis of the authorized capital of the company and given in Schedule X to the act.
Mode of Payment of Fees
Fees payable to the registrar as mentioned above may be paid electronically by one of the modes as specified in Rule 22 in the general rules and forms in appendix herein at the time of filing the form and document to be filed.
Inspection of documents filed with the registrar
Filing of documents electronically
Part F of the companies regulations, 1956 was inserted vide notification dt. 16-3-2006 incorporating regulations 27 to m31 which provided for filing of documents with the registrar or the regional director in the electronic manner.
Inspection of documents
Reg.25 with Reg.31 was substituted by Notification GSR No.556(E) dt. 14-9-2006 which allows any person, to inspect a document filed with the registrar and he shall apply to him for the same.
Particulars of documents to be kept by the registrar
By the second amendment of the regulations notified vide No.GSR 497(E) dt. 21-08-2006, Reg.19 was amended so as to provide that the following particulars shall be endorsed electronically or otherwise on every document so filed.
(i) The number assigned to the company in the register of companies maintained by the registrar as per regulation 21.
(2) Unique number assigned to the documents.
(3) The date on which it is registered.
The registrar is required to sign the document with his seal or the document will be authenticated by digital signature in case of electronic filling.
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