New Companies Act will Allow ROC At Your Doorstep & ERA of Commencement Procedure Returns

Companies Amendment Bill 2018 ROC Physical Verification

Section 12 (9) to be inserted vide Companies (Amendment) Bill, 2018 currently tabled at Lok Sabha says that:- “If the Registrar has reasonable cause to believe that the company is not carrying on any business or operations, he may cause a physical verification of the registered office of the company in such manner as may be prescribed and if any default is found to be made in complying with the requirements of sub-section (1), he may without prejudice to the provisions of sub-section (8), initiate action for the removal of the name of the company from the register of companies under Chapter XVIII.”

List of Documents required to be maintained at the registered office:

  • Memorandum of Association, Articles of Association, certificate of incorporation;
  • Notice and Agenda of Board Meetings, and its necessary papers;
  • Attendance register, Notices along with an explanatory statement of General Meetings;
  • Copy of Resolution passed by Postal Ballot;
  • Circular Resolutions along with their approvals;
  • Certified True Copies of resolutions passed at Board and General Meetings;
  • Minutes of Board Meetings, General Meetings, and Committee meetings or other places as the board may decide;
  • Forms along with attachments filed with Registrar of Companies (ROC) and its Challans;
  • Documents pertaining to creation, modification or satisfaction of charges;
  • Copies of Annual return;
  • Books of accounts, financial statements, auditors report and directors report;
  • Contract of employment with Managing Director and Whole-time director;
  • Share Certificate Book;
  • Statutory Registers (as per Companies Act, 1956 and Companies Act, 2013):
  • Register of Contracts or arrangement with related parties
  • Register of Charges (CHG-7)
  • Register of Members
  • Register of Debenture holders
  • Foreign Register of Members
  • Register of Directors and KMP
  • Register of Loan given, Guarantee, Providing Security, Making an acquisition (MBP – 2)
  • Register of Renew and Duplicate Share Certificate (SH-2)
  • Register of Sweat Equity (SH-3)
  • Register of Employees Stock Option (SH-6)
  • Register for the investment of Company held in its own name (MBP-3)
  • Instrument Creating the Charge
  • Register of Significant Beneficial Owner (BEN 3)
  • Register of shares bought back (SH-10)
  • Any other documents as per provision of Articles of Association of the company, if any.

It is advisable to companies to maintain the above list of documents at their registered office to avoid any non-compliance.

Section 10A of Proposed Companies (Amendment) Bill, 2018 (Download Copy from below) . (1) A company incorporated after the commencement of the Companies (Amendment) Act, 2018 and having a share capital shall not commence any business or exercise any borrowing powers unless—

(a) a declaration is filed by a director within a period of one hundred
and eighty days of the date of incorporation of the company in such form and verified in such manner as may be prescribed, with the Registrar that every subscriber to the memorandum has paid the value of the shares agreed to be taken by him on the date of making of such declaration; and

(b) the company has filed with the Registrar a verification of its registered
office as provided in sub-section (2) of section 12.

(2) If any default is made in complying with the requirements of this section, the company shall be liable to a penalty of fifty thousand rupees and every officer who is in default shall be liable to a penalty of one thousand rupees for each day during which such default continues but not exceeding an amount of one lakh rupees.

(3) Where no declaration has been filed with the Registrar under clause (a) of sub-section (1) within a period of one hundred and eighty days of the date of incorporation of the company and the Registrar has reasonable cause to believe that the company is not carrying on any business or operations, he may, without prejudice to the provisions of sub-section (2), initiate action for the removal of the name of the company from the register of companies under Chapter XVIII.

Section 248(1)(d) /(e) to be inserted via this Bill seeks to amend sub-section (1) of section 248 of the Act to insert new clauses (d) and (e) to provide that in case the subscribers to the memorandum have not paid the subscription which they had undertaken to pay and declaration under section 10A has not been filed or where the company is not carrying on any business or operation as revealed after the physical verification, the Registrar shall send notice to such companies and its directors informing them of his intention to remove the name of the company from the register of companies.

CA Ankit Gulgulia (Jain)

CA Ankit Gulgulia (Jain) is Fellow Member of ICAI, Certified IFRS & Business Valuation from ACCA UK and is Practising Chartered Accountant with 8 Years plus of Rich Experience in Audit, GST, Income Tax, DGFT, Valuation, Strategic Advisory, Matters of FEMA, FDI, NCLT, RERA, ROC, SEBI, RBI, M&A, Fundraising, Startups etc as Founder of AGA, Chartered Accountants. AGA Works in wholesome business solutions right from scratch of Company Incorporation to Compliances all under One Roof. He also takes interest in being Virtual Chief Financial Officer (CFO) for Small and Medium Enterprises for Guiding them with All Business, Tax & Strategic Business Decision Making . To Know More, Learn here or contact us at ankitgulgulia@gmail.com

CA Ankit Gulgulia (Jain)
About CA Ankit Gulgulia (Jain) 1116 Articles
CA Ankit Gulgulia (Jain) is Fellow Member of ICAI, Certified IFRS & Business Valuation from ACCA UK and is Practising Chartered Accountant with 8 Years plus of Rich Experience in Audit, GST, Income Tax, DGFT, Valuation, Strategic Advisory, Matters of FEMA, FDI, NCLT, RERA, ROC, SEBI, RBI, M&A, Fundraising, Startups etc as Founder of AGA, Chartered Accountants. AGA Works in wholesome business solutions right from scratch of Company Incorporation to Compliances all under One Roof. He also takes interest in being Virtual Chief Financial Officer (CFO) for Small and Medium Enterprises for Guiding them with All Business, Tax & Strategic Business Decision Making . To Know More, Learn here or contact us at ankitgulgulia@gmail.com

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