FORMS/RETURNS UNDER COMPANIES ACT, 2013

[Mr. M. GOVINDARAJAN]

Introduction

The officials working in all sorts of companies, working professionals, practicing professionals and stakeholders may aware the many forms and returns are prescribed for filing purpose in MCA website or before Authorities.  Numerous forms are prescribed subject wise.  The returns may be filed by the authorized representative of the company by passing required resolution.  Some are to be certified by practicing professionals such as Chartered Accountants, Company Secretaries, Cost Accountants and Advocates.  The Ministry of Corporate Affairs also issued certificates to the stakeholders and National Company Law Tribunal passes orders in certain forms for certain purposes.

In this articles various forms that-

• requires the certifications by practicing professionals;
• not required the certifications of practicing professionals;
• certificates issued by the Ministry of Corporate Affairs;
• Orders issued by the National Company Law Tribunal.

Returns to be certified by practicing professionals

The following returns are required to be certified by the practicing professionals-

• Chapter II – Incorporation of company matters and incidental thereto-

• INC – 8 – Declaration for the formation of a company;
• INC – 14 – Declaration for the memorandum of association and articles of association;
• INC – 15 – Declaration for the memorandum of association and articles of association for section 8 companies;
• INC – 20A – Commencement of business;
• INC – 22 – Notice of situation or change of situation of registered office;
• INC 32 – SPICe.
• RD – GNL 5 - Form for filling Addendum for rectification of defects or incompleteness

• Chapter III – Prospectus and allotment of securities – Part I – Public Offer-

• PAS – 6 - Reconciliation of Share Capital Audit Report (half-yearly);

• Chapter IV – Share Capital and Debentures-

• SH – 15 – Certificate in compliance in respect of buy back of securities;

• Chapter VI –  Registration of charges

• CHG – 1 - Application for registration of creation, modification of charge (other than those related to debentures) including particulars of modification of charge by Asset Reconstruction Company in terms of Securitization and Reconstruction of Financial Assets and Enforcement of Securities Interest Act, 2002.
• CHG – 4 - Particulars of satisfaction of charges thereof.
• CHG – 9 - 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;

• Chapter VII – Management and Administration-

• MGT – 7 – Annual Returns;
• MGT – 7A – Abridged Annual Return for OPCs and Small Companies;
• MGT – 8 – Certificate as to the correctness of Annual Returns;
• MGT -  13 – Report of scrutinizers.
• BEN – 2 - Return to the Registrar in respect of declaration under section 90;

• Chapter IX – Accounts of Companies-

• AOC – 4 - Form for filing financial statement and other documents with the Registrar;
• AOC – 4 CFS - Form for filling consolidated financial statements and other documents with the Registrar;
• AOC – 4 CFS – NBFC (Ind AS) -   Form for filing consolidated financial statements and other documents with the Registrar;
• CSR – 1 - Registration of Entities for undertaking CSR Activities;
• NFRA – 2 - Annual Return to be filled by Auditor with the National Financial Reporting Authority;

• Chapter X – Audit and Auditors-

• CRA – 3 – Cost Audit Report – by Cost Accountant;

• Chapter XIII – Appointment and remuneration of Managerial Personnel-

• MR – 1 - Return of appointment of managerial personnel;
• MR – 2 - Form of application to the Central Government for approval of appointment of managing director or whole time director or manager.
• MR – 3 – Secretarial Audit Report – Practising Company Secretary;

• Chapter XV – Compromises, arrangements and amalgamations-

• CAA – 8 - Statement to be filed with Registrar of Companies

• Chapter XVIII – Removal of names of companies from Register of Companies-

• STK – 2 - Application by company to ROC for removing its name from register of companies;

• Chapter XXI – Part I - Companies authorized to register under this Act-

• URC – 1 - Application by a company for registration under section 366;

• Chapter XXIV – Registration of offices and fees-

• GNL – 4 – Form for filing addendum for rectification of defects or incompleteness;

• Chapter XXVI – Nidhi Companies-

• NDH – 1 – Return of statutory compliances;
• NDH - 3 – Half yearly return;
• NDH – 4 - Form for filling application for declaration as Nidhi Company and for updation of status by Nidhis;

• Chaper XXVIII – Special Courts-

• MDC – 1 - Application for Empanelment of Mediator or Conciliator on the Panel

(by practicing professionals only);

• Chapter XXIX – Miscellaneous-

• MSC – 3 – Return of dormant companies.

Returns/Forms not required to be certified by practicing professionals

• Chapter I – Preliminary – Section 2 – Definitions-

• CRL – 1 – Return regarding number of layers – section 2(87);

• Chapter II – Incorporation of companies and matters incidental thereto-

• INC – 1 – Selection of name of the company;
• INC – 3 - Consent of the person to become a nominee in OPC – to be signed by the said person;
• INC -4 – Change in nominee/member – to be signed by the officer of the company – Director/Manager/Company Secretary/CEO/CFO;
• INC – 5 – Intimation exceeding threshold limit;
• INC – 6 – Conversion of OPC into private limited company or public limited company;
• INC – 9 – Declaration by subscribers and first directors;
• INC – 12 – Application for grant of licence to an existing company under Section 8;
• INC – 13 – Memorandum of Association;
• INC – 18 – Application to Regional Director for conversion of section 8 company into company of any other kind;
• INC 19 – Notice under section 8(5);
• INC 20 – Intimation to Registrar of revocation/surrender of license issued  under section 8;
• INC – 23 – Application to Regional Director 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.
• INC – 24 – Application for approval of Central Government for change of name.
• INC – 25A – Advertisement to be published in the newspaper for conversion of public company into a private company.
• INC – 26 – Advertisement to be published in the newspaper for change of registered office of the company from one State to another State.
• INC 27A - Advertisement to be published in the newspaper for conversion of unlimited liability into Limited Liability Company;
• INC 30 – Memorandum  of Association;
• INC 31 – Articles of Association;
• INC 33 – e-Memorandum of Association;
• INC 34 – e-Articles of Association;
• INC 35 – AGILE- PRO;
• RD – 1 - Form for filing application to Regional Director;

• Chapter III – Prospectus and allotment of securities – Part I – Public Offer-

• PAS – 1 - Advertisement giving details of notice of special resolution for varying the terms of any contract referred to in the prospectus or altering the objects for which the prospectus was issued;
• PAS 2 – Information Memorandum;
• PAS 3 – Return of allotment;
• PAS 4 – Private placement offer cum application form;
• PAS 5 - Record of a private placement offer to be kept by the company;

• Chapter IV – Share capital and debenture-

• SH – 1 – Share certificate;
• SH – 2 – Register of renewed and duplicate share certificates;
• SH – 3 – Register of Sweat Equity shares;
• SH – 4 – Securities transfer form;
• SH – 5 - Notice for transfer of partly paid securities;
• SH – 6 – Register of Employees Stock Option;
• SH – 7 – Notice to register of any alteration of share capital;
• SH – 8 – Letter of Offer;
• SH – 9 – Declaration of Solvency;
• SH – 10 – Register of shares or other securities bought back;
• SH – 11 – Return in respect of buy back of securities;
• SH – 12 – Denture Trust Deed;
• SH – 13 – Nomination form;
• SH – 14 – Cancellation of variation of nomination;
• RSC – 1 - Application under section 66 for confirming the reduction of share capital;
• RSC – 2 – Notice to Central Government etc for reduction of share capital;
• RSC – 3 – Notice to creditors;
• RSC – 4 – Publication of notice;
• RSC – 5 – Affidavit on dispatch and publication of notice;

• Chapter V – Acceptance of deposits by companies-

• DPT – 1 – Circular or circular in  the form  of  advertisement inviting deposits;
• DPT – 2 – Deposit Trust Deed;
• DPT – 3 – Return of Deposit;
• DPT – 4 – Statement regarding deposits existing on the commencement of the Act;

• Chapter VI – Registration of charges-

• CHG -6 – Notice of appointment or cessation of receiver or manager;
• CHG – 7 – Register of charges;
• CHG – 8 - 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;

• Chapter VII – Management and Administration-

• MGT – 1 – Register of Members;
• MGT- 2 – Register of debenture holders/other securities holders;
• MGT – 3 - Notice of situation or change of situation or discontinuation of situation, of place where foreign register shall be kept;
• MGT – 4 - Declaration by the registered owner of shares who does not hold the beneficial interest in such shares;
• MGT – 5 - Declaration by the beneficial owner who holds or acquires beneficial interest in shares but whose name is not entered in the register of members;
• MGT – 9 – Extract of Annual Return;
• MGT - 11 – Proxy form;
• MGT – 12 – Polling paper;
• MGT – 14 – Filing of resolutions and agreements to the Registrar;
• MGT – 15 – Forms for filing report on Annual General Meeting;

• BEN – 1 - Declaration by the beneficial owner who holds or acquires significant beneficial ownership in shares;
• BEN – 3 - Register of beneficial owners holding significant beneficial interest;
• BEN – 4 – Notice under section 90(5) of the Companies Act, 2013 and the rules made there under;

• Chapter VIII – Declaration of payment of dividends-

• DIV – 5 -  Statement of amounts credited to investor education and protection fund;
• IEPF – 1 - Statement of amounts credited to Investor Education and Protection Fund;
• IEPF – 1 A - Statement of amounts credited to Investor Education and Protection Fund;
• IEPF – 2 - Statement of unclaimed and unpaid amounts and details of Nodal Officer;
• IEPF – 5 - Application to the Authority for claiming unpaid amounts and shares out of Investor Education and Protection Fund (IEPF);
• IEPF – 6 - Statement of unclaimed or unpaid amounts to be transferred to the Investor Education and Protection Fund;
• IEPF – 7 - Statement of amounts credited to IEPE on. Account of shares transferred to the fund;

• Chapter IX – Accounts of Companies-

• AOC – 1 - Statement containing salient features of the financial statement of subsidiaries or associate companies or joint ventures;
• AOC – 2 - Form for disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arms length transactions under third proviso thereto;
• AOC – 3 - Form of Abridged Financial Statements;
• AOC – 3A - Statement containing salient features of the financial statements;
• AOC – 5 - Notice of address at which books of account are to be maintained;
• NFRA 1 – Notice to the authority by a body corporate regarding his auditor;

• Chapter X – Audit and Auditors-

• ADT – 1 – Notice to the Registrar for appointment of auditor;
• ADT – 2 – Application for removal of auditor(s) from his/their office before expiry of term;
• ADT – 3 – Notice of resignation by Auditor;
• ADT – 4 – Report to the Central Government;
• CRA – 1 - Particulars relating to the Items of Costs to be included in the Books of Accounts;
• CRA – 2 - Form of intimation of appointment of cost auditor by the company to Central Government;
• CRA – 4 - Form for filing Cost Audit Report with the Central Government;

• Chapter XI – Appointment and Qualifications of Directors-

• DIR – 2 – Consent to act as a director of the company;

• DIR – 3 – Application for allotment of Director Identification Number before appointment in an existing company or LLP;
• DIR – 3A – Declaration to be submitted along with the application for LLP if last name is not available to the applicant;
• DIR – 3B – Intimation of allotment of Director Identification Number to the company by the Director;
• DIR – 3C – Intimation of information of directors, managing director, manager and secretary of the Indian company;
• DIR – 3 – KYC – KYC of Directors;
• DIR 3 – KYC  WEB – KYC of Directors;
• DIR 5 – Surrender of Director Identification Number;
• DIR 6 – Intimation of change in particulars of Director/Designated partner to be given to the Central Government;
• DIR – 8 – Intimation by Director;
• DIR – 9 – Report by company to Registrar;
• DIR – 10 – Application for removal of disqualification of directors;
• DIR – 11 – Notice of resignation of a Director to the Registrar;
• DIR – 12 – Particulars of appointment of Directors and the key managerial personnel and the changes among them;

• Chapter XII – Meetings of Board and its powers-

• MBP – 1 – Notice of disclosure by interested director;
• MBP – 2- Register of loans, guarantee, security and acquisition made by the company;
• MBP – 3 – Register of investments not held in its own name by the company;
• MBP – 4 – Register of contracts with related party and contracts and bodies etc., in which directors are interested;

• Chapter XV – Compromises, arrangements and amalgamations-

• CAA – 1 – Creditors responsibility statement;
• CAA – 2 – Notice and Advertisement of notice of the meeting of creditors or members;
• CAA – 3- Notice to Central Government, regulatory authorities;
• CAA – 4 – Report of result of meeting by Chairperson;
• CAA – 5 - Petition to sanction compromise or arrangement;
• CAA – 9 - Notice of the scheme inviting objections or suggestions;
• CAA – 10 – Declaration of solvency;
• CAA – 11 - Notice of approval of the scheme of merger;
• CAA – 12 - Confirmation order of scheme of merger or amalgamation between the parties;
• CAA – 14 - Notice to dissenting shareholders;
• CAA – 15 - Information to be furnished along with circular in relation to any scheme or contract involving the transfer of shares or any class of shares in the transferor company to the transferee company;

• Chapter XVIII – Removal of names from the register of companies-

• STK – 1 - Notice by Registrar for removal of name of a company from the register of companies;
• STK – 3 – Indemnity bond;
• STK – 3A – Indemnity bond;
• STK 4 – Affidavit;
• STK 8 – Statement of Accounts;

• Chapter – XXI – Part – I – Companies authorized to register under this Act-

• URC – 2 - Advertisement giving notice about registration under Part I of Chapter XXI of the Act;

• Chapter XXIV – Registration Offices and fees-

• GNL – 1 - Form for filing an application with Registrar of Companies;
• GNL – 2 – Form for submission of documents with the Registrar;
• GNL – 3 – Particulars of person(s) charged for the purpose of sub-clause (iii) or (iv) of clause 60 section 2;

• Chapter XXV – Companies to furnish information or statistics

• MSME FORM 1 - Form for furnishing half yearly return with the registrar in respect of outstanding payments to Micro of Small Enterprises;

• Chapter XXVI – Nidhi Companies-

• NDH – 2 – Application for extension of time;

• Chapter XXVIII – Special Courts-

• MDC – 2 - Application for referring the matter to the Panel;

• Chapter XXIX – Misc-

• MSC – 1 - Application to Registrar for obtaining the status of the dormant company;
• MSC – 4 - Application for seeking status of active company.

Certificates issuing by the Ministry of Corporate Affairs

• Chapter II – Incorporation of company and matters incidental thereto-

• INC – 11 – Certificate of incorporation;
• INC – 11A – Certificate of incorporation pursuance to conversion of unlimited company to limited company;
• INC 11B – Certificate of incorporation pursuance to conversion of limited by a guarantee to limited by shares;
• INC – 16 – License issued under section 8;
• INC – 17 – License issued under section 8(5);
• INC – 25 – Certificate of incorporation pursuant to change of name;

• Chapter VI – Registration of charges-

• CHG -2 – Certificate of registration of charges;
• CHG – 3 – Certificate of registration of modification of charges;
• CHG – 5 – Memorandum of satisfaction of charges;

• Chapter XVIII – Removal of names from the register of companies-

• STK – 5 – Public Notice;
• STK – 5A – Public Notice;
• STK – 6 – Public Notice;
• STK – 7 – Notice of striking off and dissolution;

• Chapter XV – Compromises, arrangements and amalgamations-

• CAA – 13 - Application by the Central Government to the Tribunal;

• Chapter XXIX – Misc-

• MSC – 2 - Certificate of status of a Dormant Company;
• MSC – 5- Certificate on active status of the company.

Orders issued by the National Company Law Tribunal.

• Chapter IV – Share capital and debenture-

• RSC 6 – Order confirming the reduction of share capital;
• RSC 7 – Certificate of Registration order and minute;

• Chapter XV – Compromises, arrangements and amalgamations-

• CAA – 6 – Order on petition;
• CAA – 7 – Order under section 232.