e-Forms to be filed with RoC under Co Act, 2013

1.

Application for reservation of name

R.9

RUN

—

• Name reserved for 20 days from the date of approval
• 60 days, in case of an application by an existing Co

2.

OPC – Application for Incorporation (incl. Nomination)

R.10

INC-2

3.

OPC – Nominee consent form

R.4

INC-3

At the time of incorporation / within 15 days of withdrawal of existing nomination

4.

OPC – Change in Member/ Nominee

R.4

INC-4

Within 30 days of receipt of notice of withdrawal of consent

—

5.

OPC – Intimation of exceeding threshold

R.6

INC-5

Within 60 days from the date of exceeding threshold

Threshold:

Paid-up Share Capital >  ₹ 50 lakh

or

Average Annual Turnover > during the relevant period > ₹ 2 crore

6.

Application for Conversion

(OPC to Pvt / Pub Co & Pvt. Co to OPC)

R.7

INC-6

Along with

• Affidavit by directors confirming consent for conversion being received from creditors and members of the Co
• List of members and creditors
• Latest audited BS and PL
• Copy of NOC of secured creditors

7.

Application for grant of licence u/s. 8

R.20

INC-12

If existing Co makes application, it should be accompanie by:

• MoA & AoA
• Declaration by practicing professional
• FSs, Board’s reports and audit reports for each of the 2 FYs immediately preceding the date of application
• Statement of assets and liabilities as on the date of application or within 30 days preceding that date
• Estimated future annual Income & Expenditure of next 3 years
• CTC of resolutions passed by GM/BM approving registration u/s. 8
• Declaration by each person making application

8.

Application to RD for conversion of section 8 company into company of any other kind

R.21

INC-18

—

Along with

• CTC of special resolution and Notice convening the meeting incl. explanatory statement
• Proof of serving notice on all authorities as per R.22

Copy of application with annexures shall also be filed with RoC

9.

Intimation to Registrar of revocation/surrender of licence issued u/s. 8

R.22(11) & 23

INC-20

Within 30 days of date of receipt of order

After receipt of RD approval & amendment of MoA & AoA of the Co consequent to conversion of S. 8 Co into a Co of any other kind

10.

Notice of situation or change of situation of registered office

R.27

INC-22

³¹Within 15 days

Attachments:

• Registered document of Title in name of Co OR Lease / Rent agreement in the name of Co
• Authorisation from owner/ occupant to use the premises by the Co as Registered Office
• Proof of evidence of any utility services such as telephone, electricity not older than 2 months

11.

Application to RD for approval to shift the Registered Office from one State to another State OR from jurisdiction of one Registrar to another Registrar within the same State

R.28, 30

INC-23

Attachments :

• Copy of notice along with relevant explanatory statement, special resolution and minutes of GM
• Proof of service of the application to the RoC, Chief Secretary of the State, SEBI /any other regulatory authority (if applicable)
• Copy of objections (if received any)

12.

Application for approval of Central Government for change of name

R.29(2)

INC-24

Attachments :

• Minutes of the members' meeting

Change of name shall not be allowed to a Co which has defaulted in filing it ARs / FSs/any document due for filing with the RoC or which has defaulted in repayment of matured deposits/ debentures or interest on deposits / debentures

13.

Conversion of public company into private company or private company into public company

R.33

INC-27

Within 25 days from the date of receipt of NCLT order

Along with:

Printed copy of altered AoA

14.

Conversion of unlimited company into company limited by shares or guarantee

R.37

INC-27

Within 45 days of passing special resolution for conversion

Attachments:

• Copy of GM notice, explanatory statement and resolution passed at GM
• Copy of newspaper publication
• Altered MoA & AoA
• Declaration by at least 2 directors incl. MD, if any,
• Complete list of creditors and debentureholders
• Solvency declaration
• Auditor’s certificate re: going concern
• NoC from sectoral regulator and secured creditors, if any

15.

Conversion of company limited by guarantee into company limited by shares

R.39

INC-27

Within 30 days of passing special resolution for conversion

Attachments:

• Altered MoA & AoA
• List of members

16.

Notice of Order of the Court or any other competent authority

R.31

INC-28

Within 30 days from the date of receipt of certified copy of the order

Attachments:

• Copy of the order of court/NCLT/CLB/ any other competent authority

17.

Return of allotment

R.12

PAS-3

³²Within 30 days of allotment of securities

Attachments:

• List of allottees (separate – for each allotment) in prescribed format
• Copy of Board/SH’s resolution approving allotment

• Valuation report, in case obtained
• Copy of contract/ complete particulars of contract, duly stamped in case of issue for consideration other than cash
• Complete record of private placement offers and acceptance, if applicable
• Copy of special resolution authorizing bonus issue, if applicable

18.

Notice to Registrar of any alteration of share capital / increase in number of members in case of a company not having share capital

R.15

SH-7

Within 30 days of alteration / Govt order pursuant to S. 62(4) read with S. 62(6)

Attachments:

• CTC of resolution for alteration of capital
• Copy of CG order/ NCLT order, if applicable

19.

Return in respect of buy-back of securities

R.17(13)

SH-11

Within 30 days of completion of buy-back

Attachments:

• Details of securities bought-back
• Particulars of security-holders before buy-back
• CTC of Board/Special resolution authorizing buy-back, as the case may be
• BS of the Co
• Compliance certificate in Form No. SH-15 signed by 2 directors of the Co incl. MD, if any, certifying buy-back made in compliance with the provisions of Co Act 2013 and rules made thereunder

20.

Return of deposits

R.16

DPT-3

On or before 30th June every year

Attachments:

• Auditor’s certificate
• Deposit Insurance, if taken
• Copy of Trust Deed, if executed
• Copy of instrument creating a charge
• List of depositors
• Details of liquid assets

21.

Application for registration of creation, modification of charge (other than those related to debentures)

R.3(1)

CHG-1

Within 30 days of creation/modification of charge

Together with:

• A copy of instrument, if any, creating/modifying the charge

Duly signed by the Co and the chargeholder

22.

Particulars for satisfaction of charge thereof

R.8(1)

CHG-4

Within 30 days from the date of payment/ satisfaction in full of any charge registered

Attachments:

• Letter of chargeholder stating that amount is satisfied

23.

Notice of appointment or cessation of receiver or manager

S.84(1)

CHG-6

Within 30 days from the date of passing of the order/making the appointment

Along with:

• A copy of the order/ instrument

24.

Application for registration of creation or modification of charge for debentures or rectification of particulars filed in respect of creation or modification of charge for debentures

R.3(1)

CHG-9

Within 30 days of creation/modification of charge

Together with:

• A copy of instrument, if any, creating / modifying the charge

Duly signed by the Co and the chargeholder

25.

Application to Central Government for extension of time for filing particulars of registration of creation /modification/ satisfaction of charge OR for rectification of omission or misstatement of any particular in respect of creation/modification/ satisfaction of charge

R.12

CHG-8

Mandatory attachments:

• A documentary evidence of creating / modifying / satisfying the charge
• In case of a foreign co, Letter of authorisation from the authorized representative of a foreign Co
• In case of a Co, Copy of BR authorising the filing of the application and appointing authorised representative
• In case of omission or misstatement of a charge:
  • An affidavit stating the same
  • Confirmation from chargeholder
• Optional attachment:
• BS and AR of FY in which form was filed for which rectification is applied (if completed)

26.

Notice of situation or change of situation or discontinuation of situation of place where foreign register shall be kept

R.7(2)

MGT-3

Within 30 days of opening /discontinuance of change in situation of any foreign registers

27.

Return in respect of declaration (of beneficial interest) u/s. 89 received by the company

R.9(3)

MGT-6

Within 30 days of receipt of declaration

Attachments:

• Declarations by registered holder & beneficial owner u/s. 89 (1), (2) & (3)

Which should be given to the Co within 30 days from the date on which such interest has arisen/changed

28.

Annual Return

R.11(1)

MGT-7

Within 60 days from the date on which AGM is held/where no AGM is held in any year, within 60 days from the date on which AGM should have been held together with the statement specifying the reasons for not holding AGM

Signed by:

• A director and CS of the Co
  If no CS of the Co. by a Company Secretary in practice
• CS of the Co, in case of OPC and small company
  If no CS of the Co. èby the director of the Co.

29.

Return with respect to changes in shareholding position of promoters and top ten shareholders

R.13

MGT-10

Within 15 days of such change

30.

Filing of Resolutions and agreements to the Registrar

R.24

MGT-14

Within 30 days of passing resolution/making agreement, as the case may be [S. 117(1)]

Attachments:

• CTC of resolution along with copy of explanatory statement (mandatory in case of resolution passed through postal ballot)
• Altered MoA (if altered)
• Altered AoA (if altered)
• Copy of agreement, if applicable

31.

Form for filing Report on Annual General Meeting

R.31(2)

MGT-15

Within 30 days of conclusion of AGM

Applicable to a listed public company only

32.

Notice of address at which books of account are maintained (other than its registered office)

R.2A

AOC-5

Within 7 days of such decision by the BoD

Attachments:

• Copy of BR re: maintenance of books of account at a place (in India) other than registered office

33.

Form for filing financial statement and other documents with the Registrar

R.12(1)

AOC-4/

AOC-4 CFS

AOC-4(XBRL)

Within 30 days of AGM [S. 137(1)]

Attachments:

• Copy of audited FS, auditor’s report and Board’s report thereon

34.

Information to the Registrar by Company for appointment of Auditor

R.4(2)

ADT-1

Within 15 days of AGM in which auditor is appointed [S. 139(1) 4th proviso]

Mandatory attachments:

• Written consent of the auditor
• Copy of resolution appointing the auditor
• In case auditor is appointed by NCLT, then Copy of NCLT order

Optional attachments:

• Copy of intimation sent to auditor
• Copy of letter of appointment from C&AG, in case of Govt. Co.

35.

Application (to CG) for removal of auditor(s) from his/their office before expiry of term

R.7

ADT-2

Within 30 days of resolution passed by the Board

Attachment:

• Details of ground for seeking removal of auditor
• Copy of special resolution passed for removal of auditor

36.

Notice of Resignation by the Auditor

R.8

ADT-3

Within 30 days from the date of resignation [S. 140(2)]

Attachment:

• Resignation letter of auditor

37.

Form of intimation of appointment of cost auditor by the company to Central Government.

R.6(2)

CRA-2

Within 30 days of appointment of cost auditor OR 180 days from commencement of FY, whichever is earlier

Attachment:

• Copy of BR appointing cost auditor

38.

Form for filing Cost Audit Report with the Central Government

R.6(6)

CRA-4

Within 30 days from the date of receipt of a copy of the cost audit report

Attachment:

• Cost audit report along with full information and explanation on every reservation or qualification contained therein

Cost auditor is required to submit his report to the Co within 180 days from the close of FY in Form No. CRA-3

39.

Application for allotment of Director Identification Number before appointment in an existing company

R.9

DIR-3

Refer Procedure for obtaining DIN at III. above

40.

Application for surrender of Director Identification Number

R.11

DIR-5

Mandatory attachments:

• Identity proof (voter’s id card/passport/driving licence/aadhaar card/PAN card)
• Residence proof in the name of the applicant (voter’s id card/ passport/driving licence/aadhaar card/electricity bill/ telephone bill)
  • If Indian applicant → not older than 2 months
  • If foreign applicant → not older than 
    1 year
• If an individual is declared of unsound mind by a competent court/adjudged insolvent è copy of such court order
• Copy of death certificate, if applicable

In case of multiple DINs → oldest DIN to be retained

If proofs are in languages other than Hindi / English → the proofs should be translated in Hindi / English from professional translator carrying his details (name, signature, address) and seal.

In the case of foreign nationals, translation done by the notary of home country is also acceptable.

41.

Intimation of change in particulars of Director to be given to the Central Government

R.12

DIR-6

Attachments:

• Proof of change in particulars
• Identity proof: mandatory proofs
  • Indian national → PAN card
  • Foreign national → passport

Residence proof, translation of proofs, etc. similar to DIR-5

42.

Notice of resignation of a director to the Registrar

R.16

DIR-11

Within 30 days from the date of resignation

Attachments:

• Notice of resignation filed with the Co
• Proof of dispatch
• Acknowledgement received from the Co

43.

Particulars of appointment of Directors and the key managerial personnel and the changes among them

R.15, 18

DIR-12

Within 30 days of appointment/change, as the case may be

Attachments:

In case of Appointment:

• Consent in Form No. DIR 2 & Interest in other entities

In case of resignation:

• Notice of resignation

In case of cessation:

• Evidence of cessation

44.

Return of appointment of MD/WTD/Manager by a public co

R.3

MR-1

Within 60 days of appointment

Attachments:

• CTC of BR
• CTC of SH reso along with explanatory statement
• Copy of CG approval if appointee is convicted / detained
• Consent letter
• Copy of Certificate by NRC, if any

45.

Form of application to the Central Government for approval of appointment or reappointment and remuneration or increase in remuneration or waiver for excess or over payment to managing director or whole time director or manager and commission or remuneration to directors (by a publication Co)

R.7

MR-2

Within 90 days from the date of such appointment

Attachments:

• Calculation of effective capital
• CTC of resolutions passed by Board, NRC (if applicable), shareholders (along with notice)
• Certificate from auditor/ CS
• Certificate of no-default in repayment of debts
• NOC from FIs/banks
• Copy of BIFR/NCLT order along with the scheme of revival/ rehabilitation
• Draft agreement between the Co and the proposed appointee
• Newspaper clippings of the notices
• Copy of employment visa / passport in case the proposed appointee is a foreign national
• Projection of Turnover and Net profits for next 3 years
• Calculation of net profit u/s. 198
• Auditor’s certificate pursuant to S. 164
• Application for condonation of delay, if applicable
• Full and proper justification for the proposal
• Details, if applicant Co is a subsidiary of listed company
• Other certificates, as may be applicable

46.

Application by a company for registration under section 366

R.3

URC-1

Mandatory attachments

• Particulars of members /partners along with details of shares held by them
• Declaration by 2 or more members/partners verifying the above details
• Affidavit from all members/partners for dissolution of the entity
• Copy of instrument constituting/regulating the entity
• Copy of newspaper advertisement
• Certificate from practicing professional for compliance

• Undertaking for compliance with India Stamp Act, 1899
• Copy of latest IT return of the entity

Conditional:

• Consent of members:
• If Co is limited by shares →Majority of members
• If Co is Unlimited → Majority of members
• If Co is limited by guarantee → ¾ of members
• NoC from RoF / RoC (if the entity getting registered as Co is firm/ LLP respectively
• NoC from secured creditor, if any o/s on the date of the application
• Resolution declaring guarantee, if case of a Co limited by guarantee

Optional attachments:

• Certificate of registration of the existing entity
• Statement of A/c prepared not later than 6 days preceding the date of application duly certified by auditor, if applicable

47.

Information to be filed by foreign company

R.3(3)

FC-1

Within 30 days of establishment of place of business in India

Attachments:

• Certified copy of constitution documents such as MoA, AoA, charter, statute
• List of Directors & Secretary of Foreign Co
• POA/BR in favour of Authorised Representative (in India)
• RBI approval letter
• Other permissions, if any

48.

Return of alteration in the documents filed for registration by foreign company

R.3(4)

FC-2

Within 30 days from the date on which alteration was made / occurred

Attachments:

• CTC of BR, if any
• Copy of GM resolution
• Copy of approval, if any
• Particulars of alteration in Place of business in India/details of directors or secretaries /Authorised Representative in India, as the case may be
• If any document is not in English, then its translation into English

49.

Annual accounts along with the list of all principal places of business in India established by foreign company

R.4, 6

FC-3

Within 6 months from the close of FY of the foreign company to which the documents relate

Attachments:

• Copy of latest CFS of patent company
• Copy of BS & PL duly authenticated u/s. 381(1)
• Statements of RPTs, repatriation of profits, transfer of funds

• Approval letter for every establishment in India
• If any document is not in English, then its certified translation into English

50.

Annual Return of a foreign company

R.7

FC-4

Within 60 days from the last day of its FY

Attachments:

• Details of promoters, directors, KMPs and changes therein since close of previous FY
• Details of directors, KMPs and their remuneration
• Details of meetings of members, board, various committees along with attendance
• Particulars of members & debenture-holders and changes therein since close of previous FY
• Particulars of holding, subsidiary, associate companies & firms
• Details of penalties /punishment/ compounding of offence, if any

51.

Form for filing application to Regional Director

RD-1

Usually, for rectification of name

Attachments:

• Grounds on which the application is made
• Copy of resolutions

52.

Form for filing an application with Registrar of Companies (where no e-form is prescribed)

GNL-1

—

Filing applications for which no e-form is prescribed e.g. compounding of offence, extension up to 3 months for holding AGM, Scheme of arrangement – amalgamation, etc.

53.

Form for submission of documents with Registrar of Companies (where no e-form is prescribed)

GNL-2

—

Usually for filing the documents for which no e-form is prescribed, such as prospectus, information memorandum, private placement offer letter, record of private placement offer to be kept by the Co, circular /circular in the form of advertisement inviting deposits, return of deposits, declaration of solvency, etc.

54.

Memorandum of Appeal

R.4(1)

ADJ

Within 60 days from the date of receipt of the order of adjudicating officer by the aggrieved party

Appeal against the order of the adjudicating officer shall be filed in writing with the Regional Director having jurisdiction in the matter

Attachments:

• certified copy of the order against which the appeal is sought
• Where the party is represented by an authorised representative, a copy of such authorization and the written consent thereto
• Order for condonation of delay, if applicable

An appeal in Form ADJ shall not seek reliefs therein against more than one order unless the reliefs prayed for are consequential

55.

Application to Registrar for obtaining the status of dormant company

R.3

MSC-1

—

• After passing a special resolution to this effect in the GM of the Co, OR
• After issuing a notice to all the shareholders of the Co for this purpose and obtaining consent of at least 3/4th shareholders (in value)

Attachments:

• CTC of BR, special resolution
• Auditor’s certificate
• Statement of affairs certified by a CA/ auditor
• NoC from regulatory authority, if applicable
• Latest FS & AR filed with the RoC
• Lender’s consent if any loan is outstanding
• No dispute certificate

56.

Return of dormant companies

R.7

MSC-3

Within 30 days from the end of each FY

Mandatory attachments:

• BR authorising to file declaration
• Audited statement of financial position

Such dormant company should continue to file return of allotment, change in directors (as an active company) on occurrence of any such event

57.

Application (by a dormant company) for seeking status of active company

R.8

MSC-4

—

Accompanied by:

• A return in Form MSC-3 inrespect of the FY in which this application is being filed

RoC shall initiate the process of striking off the name of the Co if it remains dormant for 5 consecutive years

58.

Form for filing application or documents with Central Government

CG-1

—

—

59.

Statement of unclaimed and unpaid amounts (dividend)

Form 5 – INV

Within 90 days of AGM

60.

Application by company to ROC for removing its name from Register of Companies

STK-2

Attachments

• Statement of accounts made up to a day not > 30 days before the date of application, certified by a CA
• Copy of BR, special resolution for this purpose
• Indemnity bonds (individually or collectively by the directors) in Form STK-3
• Affidavit in Form STK-4
• Copy of order of the concerned regulatory authority, if any
• Copy of relevant order for delisting, if any