Sub – section (5) (6) and (7) of Section 454 of the Companies Act 2013 discussed earlier here, deal with adjudication of penalties. This Section is supplemented by the Companies (adjudication of Penalties) Rules 2014.
Any person aggrieved by an order made by the adjudicating officer may prefer an appeal to the Regional Director having jurisdiction in the matter. [Section 454(5)]
Section 454 of the Companies Act 2013 discussed earlier here, deal with adjudication of penalties. This Section is supplemented by the Companies (adjudication of Penalties) Rules 2014.
The Central Government may by an order published in the Official Gazette appoint Adjudicating Officers for adjudicating penalty under this Act. [Section 454(1)]
The Central Government issued the Company Law Settlement Scheme 2014 [CLSS-2014] in exercise of power conferred under Section 403 and 460 of the Companies Act, 2014.
Scheme aims to support companies to complete annual filing or got declare themselves dormant.
The Scheme shall be in force from 15th August 2014 to 15th October 2014. Under the scheme any defaulting company may file documents which were due for filing till 30th June 2014. The defaulting company shall pay statutory filing fees along with additional fees of 25% of the actual additional fee payable.
In this post, we will discuss three miscellaneous rules from the Companies (Miscellaneous) Rules 2014. Rule 9 and 10 are originally in these Rules. Rule 11 is inserted with effect from 17th July 2014.
Fees for application to Central Government
For the purposes of sub-section (2) of section 459, every application which may be, or is required to be, made to the Central Government under any provision of the Act-
We have discussed in earlier post here, where a company is formed and registered under this Act for a future project or to hold an asset or intellectual property and has no significant accounting transaction, such a company or an inactive company may make an application to the Registrar in such manner as may be prescribed for obtaining the status of a dormant company.
The Companies (Miscellaneous) Rules 2014, for the purposes of sub-section (1) of section 455, a company may make an application in Form MSC-1 along with such fee as provided in the Companies (Registration Offices and Fees) Rules, 2014 to the Registrar for obtaining the status of a Dormant Company in accordance with the provisions of section 455 after passing a special resolution to this effect in the general meeting of the company or after issuing a notice to all the shareholders of the company for this purpose and obtaining consent of at least 3/4th shareholders (in value). [Rule 3 of the Companies (Miscellaneous) Rules 2014]
Part – I of Chapter XXI deals with companies authorizes to register under this Companies Act, 2013.
We have discussed earlier here in detail, every company which is seeking registration under this Part shall,—
[UPDATE: This post was updated with effect from 15th August 2018]
Part – I of Chapter XXI deals with companies authorizes to register under this Companies Act, 2013.
Any company formed under any law for the time being in force duly constituted according to law and consisting of seven or more members may at any time register under this Act as a company. This registration shall not be invalid by reason only that it has taken place with a view to the companies being wound up. We have discussed these provisions of Section 366 of the Companies Act, 2013 earlier here.
The Companies (Authorised to Registered) Rules 2014 supplement the provisions of the Companies Act 2014.
[UPDATE: This post is valid from 1st April 2014 till 14th August 2018. The updated version may be reached here.]
In an earlier post we have discussed Chapter VI of the Companies Act 2014, which deals with registration of charges. The Companies (Registration of Charges) Rules 2014 discusses procedural aspect.
For registration of charge as provided in subsection (1) of Section 77, Section 78 and Section 79, the particulars of the charge together with a copy of the instrument, if any, creating or modifying the charge in Form CHG – 1 (for other than Debentures) or Form CHG – 9 (for debentures), as the case may be, duly signed by the company and the charge holder and filed with the Registrar within a period of thirty days of the date of creation or modification of charge along with the fee. [Rule 3(1) of the Companies (Registration of Charges) Rules 2014]
The prospectus or letter of offer shall, inter alia, contain the following particulars, namely:-
In earlier post here, we discussed, eligibility and procedure related to issue of Indian Depository Receipt. In this post, we will discuss application for IDRs, its proceeds and Transfer of Indian Depository Receipts.
Application for IDRs
No application form for the securities of the issuing company shall be issued unless the form is accompanied by a memorandum containing the salient features of prospectus in the specified form.
We have discussed earlier here that according to Section 390 of the Companies Act 2013, the Central government make rules for –
by a foreign company.
These Rules are contained in Rule 13 of the Companies (Registration of foreign Companies) Rules, 2014.
In this blog we will discuss provisions relating to documents related to foreign company and their certification.
Office where documents to be delivered and fee for registration of documents
Any document which any foreign company is required to deliver to the Registrar shall be delivered to the Registrar having jurisdiction over New Delhi, and references to the Registrar in Chapter XXII of the Act i.e. Companies Incorporated Outside India and these rules shall be construed accordingly. [Rule 8(1) of the Companies (Registration of Foreign companies) Rules 2014]
According to Section 381 of the Companies Act 2013 discussed earlier here, every foreign company, unless exempted, shall in every calendar –
If any of these documents is not in English Language, there shall be annexed to it a certified translation thereof in English language.
Every foreign company shall send to the Registrar along with these documents, a copy of a list of all places of business established by the company in India as on date of the Balance Sheet made out.
Rule 4 of the Companies (Registration of foreign Companies) Rules 2014 prescribes in detail.
We have discussed General provisions related to foreign companies earlier here. Section 380 asks for delivery of certain documents to the Registrar of Companies within thirty days of establishment of its place of business. The Section requires following documents to be delivered:
Rule 3 of the Companies (Registration of foreign Companies) Rules 2014 prescribes in detail.
The documents required to be submitted, filed, registered or recorded or any fact or information required or authorised to be registered under the Act shall be submitted, filed, registered or recorded on payment of the fee or on payment of such additional fee as applicable, as mentioned in Table annexed to these rules. [Rule 12(1) of the Companies (Registration Offices and Fees) Rules 2014]
The Central Government shall set up and maintain a secure electronic registry in which all the applications, financial statement, prospectus, return, register, memorandum, articles, particulars of charges, or any particulars or returns or any other documents filed under the Act to be electronically stored. [Rule 9(1) of the Companies (Registration Offices and Fees) Rules 2014]
Section 398 empowers Central Government for making rules relating to filling of documents with registration Offices or Registrar of Companies.
Manner and conditions of filing
Every application, financial statement, prospectus, return, declaration, memorandum, articles, particulars of charges, or any other particulars or document or any notice, or any communication or intimation required to be filed or delivered or served under the Act and rules made there under, shall be filed or delivered or served in computer readable electronic form, in portable document format (.pdf) or in such other format as has been specified in any rule or form in respect of such application or form or document or declaration to the Registrar through the portal maintained by the Central Government on its web-site or through any other website notified by the Central Government. [Rule 7 of the Companies (Registration Offices and Fees) Rules 2014]
We earlier here discussed provisions of Chapter XXIV of the Companies Act 2013 related to registration offices. The Companies (Registration Offices and Fees) Rules 2014 further elaborate these provisions.
Working Hours at Registrar Offices:
The central Government empowered to establish registration offices under Section 396 of the Companies Act 2013.
The Central Government shall establish such number of offices at such places as it thinks fit, specifying their jurisdiction for the purpose of exercising such powers and discharge of such functions as are conferred on the Central Government by or under this Act or under the rules made there under and for the purposes of registration of companies under the Act. [Rule 4(1) of the Companies (Registration Offices and Fees) Rules 2014]
We have discussed provisions under the Companies Act 2013 related to audit report, duties, power and penalties earlier here.
Auditor’s Report:
The auditor shall make a report to the members of the company on accounts examined by him on every financial statements and report financial statement give a true and fair view of the state of the company’s affairs at the end of its financial year and profit or loss and cash flow for the year and such other matters. [Section 143(2)]
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