Notification with respect of change in eforms 2, 3, 18, 23C, 24A and 32. - [F. NO. 5/18/2005-CL,V] - Companies Law

Notification [F. No. 5/18/2005-CL,V] dated 29-4-2011 issued by Ministry of Corporate Affairs In exercise of the powers conferred by sub-section (1) of section 642 read with section 610B of the Companies Act, 1956 (1 of 1956), the Central Government hereby makes the following rules further to amend the Companies (Central Government s) General Rules and Forms, 1956 , namely : 1. (1) These rules may be called the Companies (Central Government s) General Rules and Forms ( Amendment) Rules, 2011. (2) These rules shall come into force from 1st May, 2011. 2. In the Companies (Central Government s) General Rules and Forms, 1956 , in Annexure A for Form 2 , Form 3 , Form 18 , 23C and Form 32 , the following Forms shall be substituted, namely : Form No. 2 Return of allotment [Pursuant to section 75(1) of the Companies Act, 1956] Note - All fields marked in *are to be mandatorily filled. 1. ( a ) *Corporate identity number (CIN) of company Pre - Fill ( b ) Global location number (GLN) of company 2. ( a ) Name of the company ( b ) Address of the registered office of the company ( c ) *e-mail ID of the company 3. Shares allotted payable in cash Number of allotments Date of allotment (DD/MM/YYYY) Kind of Shares o Preference o Equity Brief particulars in respect of terms and conditions, voting rights etc. of shares Number of shares allotted Nominal amount per share (in Rs.) Total nominal amount (in Rs. ) Amount paid per share on application (excluding premium) (in Rs.) Total amount paid on application (excluding premium) (in Rs.) Amount due and payable per share on allotment (excluding premium) (in Rs.) Total amount paid on allotment (excluding premium) (in Rs.) Premium amount per share due and payable (if any) (in Rs.) Total premium amount due and payable (if any) (in Rs.) Premium amount paid per share (if any) Total premium amount paid (if any) (in Rs.) Amount of discount per share (if any) (in Rs.) Total discount amount (if any) (in Rs.) Amount to be paid on calls per share (if any) (excluding premium) (in Rs.) Total amount to be paid on calls (if any) (excluding premium) (in Rs.) 4. Shares allotted for consideration otherwise than in cash Number of allotments Date of allotment (DD/MM/YYYY) Kind of Shares o Preference o Equity Brief particulars in respect of terms and conditions, voting rights etc. of shares Number of shares allotted Nominal amount per share Total nominal amount (in Rs.) Amount to be treated as paid-up (in Rs.) on each share Premium amount per share (if any) (in Rs.) Total premium amount (if any) (in Rs.) Amount of discount per share (if any) (in Rs.) Total discount amount (if any) (in Rs.) The consideration for which such shares have been allotted ( a ) Property and assets acquired Description Amount (in Rs.) ( b ) Goodwill Description Amount (in Rs.) ( c ) Services (give nature of services) Description Amount (in Rs.) ( d ) Other items (to be specified) Description Amount (in Rs.) Whether an agreement or contract is executed in writing for alloting shares for consideration otherwise than in cash m Yes m No 5. Bonus shares issued ( a ) Date of allotment (DD/MM/YYYY) ( b ) Number of bonus shares ( c ) Nominal amount per share(in Rs.) ( d ) Amount to be treated as paid-up per share (in Rs.) 6. Capital structure of the company after taking into consideration the above allotment(s) ( a ) *Authorised capital of the company (in Rs.) Break up of Authorised capital *Number of equity shares Total amount of equity shares (in Rs.) Nominal amount per equity share *Number of preference shares Total amount of preference shares (in Rs.) Nominal amount per preference share Number of unclassified shares Total amount of unclassified shares (in Rs.) ( b ) *Issued capital of the company (in Rs.) Break up of Issued capital *Number of equity shares Total amount of equity shares (in Rs.) Nominal amount per equity share *Number of preference shares Total amount of preference shares (in Rs.) Nominal amount per preference share ( c ) *Subscribed capital of the company (in Rs) Break up of Subscribed capital *Number of equity shares Total amount of equity shares (in Rs.) Nominal amount per equity share *Number of preference shares Total amount of preference shares (in Rs.) Nominal amount per preference share ( d ) *Paid-up capital of the company (in Rs) Break up of Paid-up capital *Number of equity shares Total amount of equity shares (in Rs.) Nominal amount per equity share *Number of preference shares Total amount of preference shares (in Rs.) Nominal amount per preference share 7. ( a ) Date of passing the special resolution authorising issue under section 81 (DD/MM/YYYY) ( b ) Service request number (SRN) of Form 23 8. *Whether complete list of allottees has been enclosed as attachment m Yes m No In case No., then submit the details of all the allottees in a CD separately 9. Whether copy of the valuation report of properties/rights m Yes m No and shares has been enclosed as attachment Attachments 1. Copy of the resolution authorising the issue of bonus shares Attach List of attachments 2. *List of allottees (separate list for each allotment, refer instruction kit for format) Attach 3. Copy of the resolution for the issue of shares at a discount with a copy of the order of the Central Government Attach 4. Copy of the contract or agreement, if any, for allotment of share for consideration otherwise than in cash Attach 5. Copy of the valuation report of properties/ rights and shares Attach 6. Copy of Board or shareholders resolution Attach 7. Optional attachment(s) - if any Attach Remove attachment Verification To the best of my knowledge and belief, the information given in this form and its attachments is correct and complete and proper stamp duty has been paid wherever required. I have been authorised by the Board of directors resolution number* *dated (DD/MM/YYYY) to sign and submit this form. To be digitally signed by Managing Director or director or manager or secretary of the company Designation *Director identification number of the Director or Managing Director, or Income-tax permanent account number (Income-tax PAN) of the manager; or Membership number, if applicable or income-tax PAN of the secretary (secretary of a company who is not a member of ICSI, may quote his/her income-tax PAN) Certificate It is hereby certified that I have verified the above particulars [including attachment(s)] from the records of and found them to be true and correct. I further certify that all required attachment(s) have been completely attached to this form and proper stamp duty has been paid wherever required. mChartered accountant (in whole-time practice) or mCost accountant (in whole-time practice) or mCompany secretary (in whole-time practice) *Whether associate or fellow mAssociate m Fellow *Membership number or certificate of practice number Modify Check Form Prescrutiny Submit This eForm has been taken on file maintained by the Registrar of Companies through electronic mode and on the basis of statement of correctness given by the filing company. Form 3 Particulars of contract relating to shares allotted as fully or partly paid-up otherwise than in cash [Pursuant to section 75(2) of the Companies Act, 1956] Note - All fields marked in* are to be mandatorily filled. 1. ( a ) * Corporate identity number (CIN) of company Pre - Fill ( b ) Global location number (GLN) of company 2. ( a ) Name of the company ( b ) Address of the registered office of the company 3. If the consideration for allotment of such shares is services, or any consideration other than that mentioned below in (4) state ( a ) Nature of such consideration ( b ) Number of shares so allotted 4. If the allotment is made in full or part satisfaction of the purchase price of property, give a brief description of such property and full particulars of the manner in which the purchase price is to be satisfied ( a ) Brief description of the property ( b ) Purchase price (in Rs.) ( i ) Total amount considered as paid on shares allotted, otherwise than in cash (in Rs.) ( ii ) Debentures issued (in Rs.) ( iii ) Cash (in Rs.) ( iv ) Amount of debt released or liabilities assumed by the purchaser (including mortgages on property acquired) (in Rs.) ( v ) Total purchase price [( i ) to ( iv )] (in Rs.) 5. Give full particulars, in the following form, of the property which is the subject of the sale, showing in detail how the total purchase price is apportioned between the respective heads : ( a ) Immovable property held, in absolute ownership by the company and fixed plant and machinery and other fixtures thereon ( i ) Leased hold property (if the property is sold subject to mortgage, the gross value) (in Rs.) ( ii ) Fixed plant and machinery on leased property (including tenants, trade and other fixtures) (in Rs. ) ( iii ) Other interests in immovable property (if the property is subject to mortgage, the gross value) (in Rs.) ( b ) Loose plant and machinery, (no plant and machinery which was not in actual state of severance on the date of the sale should be included under this head) (In Rs.) ( c ) Stock-in-trade, and other chattels (in Rs.) ( d ) Goodwill and benefit or contracts (in Rs.) ( e ) Patents, designs, trademark, licences, copyright etc. (in Rs. ) ( f ) Books debts and other outstandings (in Rs.) ( g ) Cash in hand and at bank on current account, bills, notes etc. (in Rs.) ( h ) Cash on deposit at bank or elsewhere (in Rs.) ( i ) Shares, debentures and other investments (in Rs.) ( j ) Other property viz., (in Rs.) Total [( a ) to ( j )] Attachments 1. *Board resolution approving allotment of shares otherwise than in cash Attach 2. Optional attachment(s) - if any Attach List of attachments Remove attachment Verification To the best of my knowledge and belief, the information given in this form and its attachments is correct and complete. I have been authorised by the Board of directors resolution number* *dated (DD/MM/YYYY) to sign and submit this form. To be digitally signed by Managing Director or director or manager or secretary of the company Designation *DIN of the director or Managing Director; or Income-tax PAN of the manager; or Membership number, if applicable or income-tax PAN of the secretary (secretary of a company who is not a member of ICSI, may quote his/her income-tax PAN) Certificate It is hereby certified that I have verified the above particulars [including attachment(s)] from the records of and found them to be true and correct. I further certify that all required attachment(s) have been completely attached to this form and proper stamp duty has been paid wherever required. and found them to be true and correct. I further certify that all required attachment(s) have been completely attached to this form m Chartered accountant (in whole-time practice) or m Cost accountant (in whole-time practice) or m Company secretary (in whole-time practice) *Whether associate or fellow m Associate m Fellow *Membership number or certificate of practice number Modify Check Form Prescrutiny Submit This eForm has been taken on file maintained by the Registrar of Companies through electronic mode and on the basis of statement of correctness given by the filing company. Form 18 Notice of situation or Change of situation of registered office [Pursuant to section 146 of the Companies Act, 1956] Note - All fields marked in *are to be mandatorily filled. 1. * This form is for m New company m Existing company 2. ( a ) *Form 1A reference number (Service request number (SRN) of Form 1(A) or corporate identity number (CIN) of company ( b ) Global location number (GLN) of company Pre-fill 3. ( a ) Name of the company ( b ) Address of the registered office of the company ( c ) Name of office of existing Registrar of Companies (RoC) ( d ) Purpose of the form m Change within local limits of city, town or village m Change outside local limits of city, town or village m Change in office of RoC within same State m Change in state within office of same RoC m Change in state outside office of existing RoC 4. Notice is hereby given that ( a ) The address of the registered office of the company with effect from m (DD/MM/YYYY) is m The date of incorporation of the company is *Address Line I Line II *City *District *State Country *Pin code *e-mail ID ( b ) *Name of office of proposed RoC or new RoC Name The date of incorporation of the company is *Address Line I Line II *City *State Country *Pin code 5.( a ) SRN of Form 23 ( b ) SRN of relevant form (Mention the SRN of related Form 1AD, 21; if applicable) 6. ( a ) Date of order of Company Law Board (CLB) or any other competent authority (DD/MM/YYYY) ( b ) Petition number Attachments List of attachments 1. Optional attachment(s) - if any Attach Verification Remove attachment To the best of my knowledge and belief, the information given in this form and its attachments is correct and complete oI have been authorised by the Board of directors resolution number dated (DD/MM/YYYY) to sign and submit this form oI am authorised to sign and submit this form. Managing director or director or manager or secretary of the company *Designation *Director identification number of the director or Managing Director; or Income-tax permanent account number (income-tax PAN) of the manager; or Membership number, if applicable or income-tax PAN of the secretary (secretary of a company who is not a member of ICSl, may quote his/her income-tax PAN) Certificate It is hereby certified that I have verified the above particulars [including attachment(s)] from the records of and found them to be true and correct. I further certify that all required attachment(s) have been completely attached to this form. m Chartered accountant (in whole-time practice) or m Cost accountant (in whole-time practice) or m Company secretary (in whole-time practice) *Whether associate or fellow m Associatem Fellow *Membership number or certificate of practice number Modify Check Form Prescrutiny Submit For office use only Affix filing details eForm Service request number (SRN) eForm filing date (DD/MM/YYYY) Digital signature of the authorising officer This e-Form is hereby registered Confirm submission Date of signing (DD/MM/YYYY) OR This eForm has been taken on file maintained by the Registrar of Companies through electronic mode and on the basis of statement of correctness given by the filing company. Form 23C Form of application to the Central Government for appointment of cost auditor [Pursuant to section 233B(2) of Companies Act, 1956] Note - All fields marked in* are to be mandatorily filled. 1. ( a ) *Corporate identity number (CIN) or foreign company registration number (FCRN) of the company Pre-fill ( b )Global location number (GLN) of company 2. ( a )Name of the company ( b )Address of the registered office or of the principal place of business in India of the company ( c )*e-mail ID of the company ( d )*Phone 3. ( a )*Category of cost audit order m Company specific order m Industry-wise general order ( b )*Number of the Central Government s order directing cost audit 52/ / CAB/ Pre-fill ( c )*Date of the Central Government s order directing cost audit (DD/MM/YYYY) ( d )*Name of Industry to which cost audit order relates 4. Details of the cost auditor proposed to be appointed ( a )*Category of cost auditor m Individual m Cost auditor s firm ( b )*Income-tax permanent account number of cost auditor or cost auditor s firm ( c )*Name of the cost auditor or cost auditor s firm proposed to be appointed as cost auditor as per Board resolution ( d )*Membership number of cost auditor or cost auditor s firm s registration number ( e ) Address of the cost auditor or cost auditor s firm ( i ) Line I Line II ( ii ) *City ( iii ) *State ( iv ) Country ( v ) Pin code ( f ) *e-mail ID of the cost auditor or cost auditor s firm ( g ) *Whether [he cost auditor is subject to any disqualification under section 233B(5) of the Companies Act, 1956 m Yes m No ( h ) Whether appointment of auditor is within the limits specified in sub-section (1B) of section224 (applicable in case of appointment in public company) m Yes m No ( i ) *Scope of audit for the proposed cost auditor as per the Board resolution 5. *Proposed remuneration of the cost auditor (in Rs.) 6. Financial year to be covered by the cost auditor ( a )*From (DD/MM/YYYY) ( b )*To (DD/MM/YYYY) 7. *Date of meeting of Board of directors proposing the name of the cost auditor (DD*/MM/YYYY) 8. ( a )*Is there any change in the cost auditor m Yes m No ( b ) If yes, name and address of previous auditor ( c ) Reasons for change in the auditor ( d ) Whether the previous cost auditor has been informed of the change m Yes m No Attachments 1. *Copy of the Board resolution of the company sanctioning the proposal for which the Central Government approval has been sought Attach 2. *Copy of the certificate obtained from cost auditor regarding compliance of the section 224(1B) of the Companies Act, 1956 Attach 3. Optional attachment(s) - if any Attach List of attachments Remove attachment Verification To the best of my knowledge and belief, the information given in this application and its attachments is correct and complete. o I have been authorised by the Board of directors resolution number dated (DD/MM/YYYY) to sign and submit this application. o I am authorised to sign and submit this application. To be digitally signed by Managing Director or director or manager or secretary of the company (in case of Indian company) or authorised representative (In case of a foreign company) *Designation *Director identification number of the director or Managing Director; or Income-tax PAN of the manager or authorised representative; or Membership number, if applicable or income-tax PAN of the secretary (secretary of a company who is not a member of ICSI, may quote his/her income-tax PAN) Modify Check Form Prescrutiny Submit This eForm has been taken on file maintained by the Central Government through electronic mode and on the basis of statement of correctness given by the company Form 32 Particulars of appointment of Managing Director, directors, manager and secretary and the changes among them or consent of candidate to act as a Managing Director or director or manager or secretary of a company and/or undertaking to take and pay for qualification shares [Pursuant to sections 303(2), 264(2) or 266(1)( a ) and 266(1)(b)(iii) of the Companies Act, 1956] Note - All fields marked in *are to be mandatorily filled. 1. *This form is for m New company m Existing company 2. ( a )*Form 1A reference number [Service request number (SRN) of Form 1A] or corporate identity number (CIN) of company ( b ) Global location number (GLN) of company Pre-fill 3. ( a ) Name of the company ( b ) Address of the registered office of the company ( c ) e-mail ID of the company 4. Number of Managing Director, director(s) for which the form is being filed 5. Details of the Managing Director, directors of the company I Details of the Managing Director or director of the company Director identification number (DIN) Pre-fill Name Father s name Present residential address Nationality Date of birth c m Appointment m Cessation m Change in designation Designation Date of appointment or change in designation Category (DD/MM/YYYY) Whether chairman, executive director, non-executive director o Chairman o Executive director o Non-executive director DIN of the director to whom the appointee is alternate Pre-fill Name of the director to whom the appointee is alternate Name of the company or institution whose nominee the appointee is e-mail ID of director In case of cessation Hereby confirmed that the abovementioned m Director m Managing Director is not associated with the company with effect from (DD/MM/YYYY) due to 6. Number of manager(s), secretary(s) for which the form is filed 7. Details of the manager or secretary of the company I Details of the manager or secretary of the company Income-tax permanent account number (PAN) m Appointment m Cessation Whether the secretary is a member of ICSI m Yes m No Whether associate or fellow m Associate m Fellow Membership number of the secretary First name Middle name Last name Father s name First name Middle name Last name Present residential address Line I Line II City State Pin code ISO country code Country Phone Fax Date of birth (DD/MM/YYYY) Designation Date of appointment or cessation (DD/MM/YYYY) e-mail ID of manager or secretary 8. Whether the form is being filed for Managing Director, director(s) who ceased to be associated with the company on or before 31st October, 2006 and do not have DIN (refer instruction kit for details) m Yes m No Verification I o 1. I confirm that the information given above is true to the best of my knowledge and belief o 2. It is hereby confirmed that the appointed director(s) whose particulars are given above, has given a declaration in writing to the company that he/she is not restrained/disqualified/removed of, for being appointed as director of a company under the provisions of the Companies Act, 1956 including sections 203, 274 and 388E of the said Act. o 3. It is also hereby confirmed that the consent of the appointee Managing Director, director(s) has been filed as an attachment to this eForm (applicable only in the case of a public company). o 4. It is also confirmed that the appointed director(s) whose particulars are given above, has given a declaration to the company that he/she has not been declared as proclaimed offender by any Economic Offence Court or Judicial Magistrate Court or High Court or any other Court. Attachments : 1. Evidence of payment of stamp duty where qualification shares is involved (This will be mandatory only if the director giving consent agrees to pay for at least one share) Attach 2. Consent(s) of the appointee Managing Director, director(s) List of attachments Attach 3. Declaration regarding qualification shares Attach 4. Evidence of cessation Attach 5. Optional attachment(s) if any Attach Remove attachment Verification II To the best of my knowledge and belief, the information given in this form and its attachments is correct and complete. o I have been authorised by the Board of directors resolution number dated (DD/MM/YYYY) to sign and submit this application. o I am authorised to sign and submit this application. To be digitally signed by Managing Director or director or manager or secretary of the company (in case of Indian company) or authorised representative (In case of a foreign company) *Designation *DIN of the director or Managing Director; or Income-tax PAN of the manager or Membership number, if applicable or income-tax PAN of the secretary (secretary of a company who is not a member of ICSI, may quote his/her income-tax PAN) Certificate It is hereby certified that I have verified the above particulars [including attachment(s)] from the records of and found them to be true and correct I further certify that all required attachment(s) have been completely attached to this form m Chartered accountant (in whole-time practice) or m Cost accountant (in whole-time practice) or m Company secretary (in whole-time practice) *Whether associate or fellow m Associate m Fellow *Membership number or certificate of practice number Modify Check Form Prescrutiny Submit For office use only Affix filing details eForm Service request number (SRN) eForm filing date (DD/MM/YYYY) This e-Form is hereby registered Digital signature of the authorising officer Confirm submission Date of signing (DD/MM/YYYY) OR This eForm has been taken on file maintained by the Registrar of Companies through electronic mode and on the basis of statement of correctness given by the filing company.