ROC PROCEDURES

ROC FORMS & SECRETARIAL PRACTICE

Event description Section Form No. Due date Remarks

INCORPORATION

• Availability of Name 20 1A —

• Registration

— Private Limited Company 12, 33, 146, 303 1, 18, 32 —

— Public Limited Company 1, 18, 32, —

TRANSFER OF FUNDS TO INVESTOR EDU & PRO FUND

Details Reqd/ List of Attachments

3-4 Names,Significance of the names, Authorised Capital,Proposed

objects,Provsnl DIN of Min 2 directors & DSC for 1 director

Filing fees Rs. 500. Valid for 3 months. For renewal another Form 1-A to be filed with filing fees of Rs. 500.

MOA & AOA on stamp paper,Power of Attorney to

collect Cert/ Make changes in MOA/AOA, List of subscribers,

Consent letter of directors, Police station of regd

office,Approved DIN of directors

Form No. 1 on stamp paper of Rs. 10. 2 copies of MAA and proposed agreement with the Managing/Wholetime Director/s (if any) are to be filed.

12, 33, 146, 266, 303

In addition to Form No. 1, MAA and the agreement as aforesaid, Form No. 29 for each Director is also required to be filed.

(a) Unpaid dividend. (b) Unpaid application money received by Companies for allotment of securities and due for refund. (c) Unpaid Matured Deposit. (d) Unpaid Matured Debentures. (e) Interest accrued on (a) to (d). (i) Interest on unpaid dividend. (ii) Interest on unpaid application money received by Companies for allotment of securities and due for refund. (iii) Interest on unpaid matured deposit. (iv) Interest on unpaid matured debentures.

205C & IEPF RULES

FORM 1 INVESTOR EDU & PRO FUND

30 days from the end of 7 years from the date on which the

amount became due for payment

Tender amountin branch of Punjab National Bank along with Challan (in triplicate) & Bank will return two copies

duly stamped to the Company

Details of break up of amounts to be given under each headForm 1 to be certifiedby a Chartered Accountant or a Company Secretary or a Cost Accountant practicing in India or by the statutory auditors of the company.

Company shall keep a record relating to folio number, Certificate Number etc. in respect of persons to whom the amount of unpaid or unclaimed dividend, application money, matured deposit or debentures, interest accrued or payable, for a period of three years


Event description Section Form No. Due date RemarksDetails Reqd/ List of Attachments

ALTERATION OF MAA

• Change of Name 21 1A —

23, 1 B 30 days

Change of Regd. Office

— 146 18 30 days Pass Board Resolution.

— 146 23, 18 30 days Pass Special Resolution at GM.

— 17A 23, 1AD, 18 30 days

— From one State to another 17 23 30 days

18, 146 21 3 months

18 30 days

Alteration of Objects clause 17, 18 23, 21 30 days

CONVERSION OF

Private to Public 44, 23 23 30 days

Public to Private 31(1) 23 30 days Pass Special Resolution at GM.

1B

DEPOSITS

Acceptance of Deposits 58A —

30th June Return as on 31st March every year — copy to RBI.

BOD resolution for change of name & reasons for change of

name

Seek availability of New Name from ROC along with Board Resolution.

If change of name related to objects, CA certificate for turnover in new objects

Thereafter pass a Special Resolution at GM to adopt the new name. Apply to ROC for fresh certificate of incorporation along with changed MAA.

•

In the same city within local limits

Police station for new regd office, Date of change of Regd

office

Outside local limits of city, town or villageIn the same State but within the jurisdiction of another ROC

Prior confirmation from Regional Director (application in Form 1AD), Pass Special Resolution at GM. File with ROC a certified copy of confirmation of Regional Director along with amended MA.

Pass Special Resolution at GM. File Petition to CLB and file copy with ROC.Certified copy of Tribunal's order along with amended MAA with ROC of both the states.

• Pass Special Resolution at GM. File copy with ROC along with amended MAA.

Pass Special Resolution at GM within 30 days of alteration of Articles of Association file prospectus or statement in lieu of prospectus. Thereafter apply for fresh Certificate of incorporation.

3 months from Special Resolution

File application for approval of ROC and on receipt of approval order file copy of altered articles within one month to ROC.

Prior to Acceptance 30th June

Copy of advertisement (if any) or statement in lieu of advertisement.

Return of Deposits F 62



SHARE CAPITAL

DEBENTURES & SECURITIES

• Issue – Where Prospectus is issued 60 Prospectus Before Issue

Prospectus to be vetted by SEBI.

Where no Prospectus is issued 56(3) 2A — Memorandum containing salient features of prospectus.

70

• Allotment 75(1) 2 30 days Return of allotment.

75(2) 3 30 days

76(I) 4 Before payment

• Increase pursuant to Government Order 94A, 81(4) 5 30 days Form duly stamped with CG Order Copy.

• 95 5 30 days Pass a Resolution altering MAA at GM.

• Increase of share capital or of members. 97 5 30 days Pass a Resolution altering MAA at GM.

• Revalidation of Transfer Deed 108 7C —

• Shelf Prospectus 60A Shelf Prospectus Before 1st issue

BUY-BACK OF SECURITIES

• Declaration of Solvency 77A(6) 4A 30 days

• Register of Securities bought back 77A(9) 4B

• Return for buy-back of Securities 77A(10) 4C 30 days

Including expert's, letter of consent and statement that he has not withdrawn his consent, copy of contracts. Share application form to be accompanied with Form 2.

•

Statement in lieu of

Prospectus

3 days before 1st Allotment

List of Allottees/ Date of allotment

List of Allottees/ Date of allotment/ Board Resolution

copy

Particulars of contracts if allotment is otherwise than in cash pursuant to contract not in writing.

• Payment to under-writers in case of shares or debentures not offered to public and disclosed in a prescribed form

Consolidation of share capital, Conversion of shares into stock, etc.

Notice, Explanatory statement, Extract of resolution,MOA &

AOA amended


AOA amended

File with ROC with filing fees of Rs. 50 per transfer form (if nominal capital to be transferred less than Rs. 5,000), otherwise Rs. 100.

To be filed by a public financial institution, public sector bank or scheduled bank whose main object is financing. The shelf prospectus is valid for 1 year from the date of opening of 1st issue. Information memorandum to be filed prior to the second and subsequent issues.

To be adopted by Board of Directors and signed by at least two Directors, of which one should be Managing Director.

On completion of buy-back

Number of securities bought, consideration paid, dates of cancellation of securities / extinguishing, physical, destroying the same, etc. to be included.

Return contains detailed information to be submitted to the ROC in relation to securities bought back.



MANAGEMENT & ADMINISTRATION

• Officer in default

— Appointment 5 1AA 30 days

— Withdrawal of consent 5 1AC 30 days Upon receiving notice of withdrawal of consent.

• Commencement of Business 149(1)(a) 19 If Prospectus has been issued.

149(2)(a) 20 — do —

• Commencement of New Business 149(2A)(b)(ii) 20A, Before commencing Pass Special Resolution at GM.

30 days

23

• Foreign Register of Members 157 30 days For opening or change in situation or for discontinuance

Annual Returns for Company with Share Capital 159

— Without Share Capital 160 21A

— Notice of Trust 187C III 30 days Upon receiving Forms I and II — Notice of beneficial holdings.

•a) 192 23 30 days

b)

c)

d)

e) Voluntary winding up

If any one director or a person other than director along with consent in Form 1AB.

Before commencing any business or exercising any

borrowing powers

If statement in lieu of Prospectus has been filed on Rs. 10 Stamp Paper.

Notice of situation

• Part II of Sch. V, Form 20B

60 days of AGM or AGM due

List of directors, shareholders, share transfers, date of last

AGM & Current AGM, extension letter for AGM if any

Full particulars of past and present members once in six years — If shares are listed on Stock Exchange to be signed by full time practising Company Secretary.


Details of directors, shareholders, statement of

liabilities/indebtedness & DSC of 2 directors

Along with statement of indebtedness of all registrable charges.

Special Resolutions, & for the following other resolutions : Agreed by all members or class of

members which otherwise would have to be passed as Special Resolution


AOA amended

To be accompanied by Explanatory Statement if S. 173 is applicable and agreement if any.

Board resolutions relating to appointment or variation of the terms of appointment of a Managing Director.

Giving powers to the Board u/s. 293

Appointment of sole selling agent u/ss. 294 and 294AA



ACCOUNTS, AUDIT AND SECRETARIAL COMPLIANCE

• 209 23AA 7 days BOD Resolution Pass a Board Resolution.

• Annual Accounts 220 23AC (B/S) 30 days

23ACA(P&L)

219 23AB 30 days

• Appointment/ Reappointment of Auditor 224 23B 30 days of intimation

• Secretarial Compliance Certificate 383A 66 30 days of AGM

DIVIDEND

Interim & Final Dividend No Form

DIRECTORS

• Acceptance of Directorship of Public Co. 32 & 32 30 days Consent Letter, Approved DIN

Addendum

DD-B & DD-C

• 269 25C 90 days Appointment as per guidelines in Schedule XIII.

• Appointment or change in Director/Secretary 303 32 & 32 30 days To be filed in duplicate.

Addendum

• 314(1)(b) 23 30 days

• Appointment of Relative of Director with remuneration 314(1)(b) 23 30days

exceeding Rs.50,000/-p.m.

Books of Account – Situation other than Registered Office

Audited BS/PL & Auditors Report, Date of AGM, PAN & M

No of Auditor

Certified 3 copies of Balance Sheet, P & L A/c., Directors' Report, Part IV of Sch. VI, Auditors' Report laid at AGM – If NOT adopted, statement of non-adoption and reasons therefor.

One copy of abridged accounts in case of listed companies which can be issued to members instead of the full accounts

To be filed by the auditors — acceptance or rejection to be specified.

Compliance Certificate from Co Secy, Date of AGM

Any Company not required to have a wholetime secretary but having a paid-up capital of Rs. 10,00,000/- or more but less than Rs. 2,00,00,000/- shall file with ROC a compliance certificate from a secretary in whole-time practice.

Open a separate Bank a/c within 5 days of declaration of final dividend & 5 days of payment of interim dividend

Arrange to pay dividend within 30 days from declaration/ payment date

264, 266 274(1)(g)

Consent to act as a Director to be filed along with acceptance for qualification shares, if any. Additional from to be filed by every Director on his appointment/re-appointment in a Public Co.

Appointment of Managing/Wholetime Director/Manager

Notice, Explanatory statement, Extract of resolution,

Consent Letter, Approved DIN, PAN of Secy

Appointment of Relative of Director with remuneration between Rs.10,000/- and Rs.50,000/-p.m.


Pass Special Resolution at GM.Refer Director's Relatives (Office or Place of Profit) Rules, 2003

Pass Special Resolution at GM and Central Govt.'s permission Refer Director's Relatives (Office or Place of Profit) Rules, 2003



REGISTRATION OF CHARGES

• Creation/Modification* 125, 127, 135 8 30 days

• For Debenture Series 128, 129 10 30 days Including particulars of commission etc. on Debentures.

• Satisfaction* 138 17 30 days

JOINT STOCK CO.

Registration of Joint Stock Companies 567 37, 39 Before Registration

Registration of Non-joint Stock Companies 568 37 & 39 — do — Non-joint stock companies to be registered under Part IX.

FOREIGN COS.

• Establishment of place of Business in India 592 44 30 days

• Alterations of :a) Memorandum, Charter or Articles 593 49 & 52

b) Registered or Principal Officec) Director/Secretaryd)

e) Principal place in India

• Copies of Accounts and Business places list 594 52 9 months of F.Y.

• Cease to have place of Business in India 597 52 Forthwith —

• 600 & 125 30 days —

• Annual Return 600 Annual Return 60 days of F.Y. As per Foreign Companies Rules, 1975.

• Books of Account 600 & 209 23AA 7 days

• Prospectus 605 Prospectus Copy Before issue in India —

Instrument: Hypothecation/Mortgage deed, Sanction letter, Name, Address

& email of bank, DSC od director & banker, Details of

Previous modification/creation together with Charge ID No.

Along with certified copies of the instrument creating charge. Form No. 13 in triplicate.

Charge ID of the charge, DSC of Director/Banker & CA,

Satisfaction letter form Banker & Date of satisfaction

Upon payment of debt or satisfaction otherwise, Form No. 13 in triplicate after obtaining signatures of the lender company and the Bank/Financial Institution.

• Joint Stock Company to be registered under Part IX —registration effective only upon filing documents.

•

Notarised MOA/AOA/Charter (english version) , Date of

establishment of place in India, Details of directors, shareholders, RBI approval letter, POA to auth representative, PAN of auth rep

Documents and prescribed particulars to be annexed to the Form.

On/before 31st Jan. of the year following the

year in which alterations are made for (a), (b) & (c) 30 days for (d) and (e)Person authorised to accept service

of document

3 copies of Balance Sheets and P & L A/c. in English or certified translation in English and 3 copies of all business places in India.

Charges/Modifications/ satisfaction of charges & appointment of receiver

55, 56, 57, 58, 59 & 60

Notice of address of place of maintaining books of account other than the Principal place.

ROC FORMS SECRETARIAL PRACTICE

2008-09 7

Event description Section Form No. Due date Details Reqd Remarks

INCORPORATION

• Availability of Name 20 1A —

• Registration

— Private Limited Company 12, 33, 146, 303 1, 18, 32 —

— Public Limited Company 1, 18, 32, —

TRANSFER OF FUNDS TO INVESTOR EDU & PRO FUND

CA

3-4 Names,Significance of the names, Authorised Capital,Proposed

objects,Provsnl DIN of Min 2 directors & DSC for 1 director

Filing fees Rs. 500. Valid for 3 months. For renewal another Form 1-A to be filed with filing fees of Rs. 500.

MOA & AOA on stamp paper,Power of Attorney to

collect Cert/ Make changes in MOA/AOA, List of subscribers,

Consent letter of directors, Police station of regd

office,Approved DIN of directors

18 CA

32CA

Form No. 1 on stamp paper of Rs. 10. 2 copies of MAA and proposed agreement with the Managing/Wholetime Director/s (if any) are to be filed.

12, 33, 146, 266, 303

In addition to Form No. 1, MAA and the agreement as aforesaid, Form No. 29 for each Director is also required to be filed.

(a) Unpaid dividend. (b) Unpaid application money received by Companies for allotment of securities and due for refund. (c) Unpaid Matured Deposit. (d) Unpaid Matured Debentures. (e) Interest accrued on (a) to (d). (i) Interest on unpaid dividend. (ii) Interest on unpaid application money received by Companies for allotment of securities and due for refund. (iii) Interest on unpaid matured deposit. (iv) Interest on unpaid matured debentures.

205C & IEPF RULES

FORM 1 INVESTOR EDU & PRO FUND

30 days from the end of 7 years from the date on which the

amount became due for payment

Tender amountin branch of Punjab National Bank along with Challan (in triplicate) & Bank will return two copies

duly stamped to the Company

Details of break up of amounts to be given under each headForm 1 to be certifiedby a Chartered Accountant or a Company Secretary or a Cost Accountant practicing in India or by the statutory auditors of the company.

Company shall keep a record relating to folio number, Certificate Number etc. in respect of persons to whom the amount of unpaid or unclaimed dividend, application money, matured deposit or debentures, interest accrued or payable, for a period of three years


2008-09 8


ALTERATION OF MAA

• Change of Name 21 1A —

23, 1 B 30 days

Change of Regd. Office

— 146 18 30 days Pass Board Resolution.

— 146 23, 18 30 days Pass Special Resolution at GM.

— 17A 23, 1AD, 18 30 days

— From one State to another 17 23 30 days

18, 146 21 3 months

18 30 days

Alteration of Objects clause 17, 18 23, 21 30 days

CONVERSION OF

Private to Public 44, 23 23 30 days

Public to Private 31(1) 23 30 days Pass Special Resolution at GM.

1B

DEPOSITS

Acceptance of Deposits 58A —

30th June Return as on 31st March every year — copy to RBI.

BOD resolution for change of name & reasons for change of

name

Seek availability of New Name from ROC along with Board Resolution.

If change of name related to objects, CA certificate for turnover in new objects

Thereafter pass a Special Resolution at GM to adopt the new name. Apply to ROC for fresh certificate of incorporation along with changed MAA.

•

In the same city within local limits

Police station for new regd office, Date of change of Regd

office

Outside local limits of city, town or villageIn the same State but within the jurisdiction of another ROC

Prior confirmation from Regional Director (application in Form 1AD), Pass Special Resolution at GM. File with ROC a certified copy of confirmation of Regional Director along with amended MA.

Pass Special Resolution at GM. File Petition to CLB and file copy with ROC.Certified copy of Tribunal's order along with amended MAA with ROC of both the states.

• Pass Special Resolution at GM. File copy with ROC along with amended MAA.

Pass Special Resolution at GM within 30 days of alteration of Articles of Association file prospectus or statement in lieu of prospectus. Thereafter apply for fresh Certificate of incorporation.

3 months from Special Resolution

File application for approval of ROC and on receipt of approval order file copy of altered articles within one month to ROC.

Prior to Acceptance 30th June

Copy of advertisement (if any) or statement in lieu of advertisement.

Return of Deposits F 62


2008-09 9


SHARE CAPITAL

DEBENTURES & SECURITIES

• Allotment 75(1) 2 30 days Return of allotment.

75(2) 3 30 days

• 95 5 30 days Pass a Resolution altering MAA at GM.

MANAGEMENT & ADMINISTRATION

Annual Returns for Company with Share Capital 159

— Without Share Capital 160 21A Along with statement of indebtedness of all registrable charges.

•a) 192 23 30 days

b)

c)

d)

e) Voluntary winding up

List of Allottees/ Date of allotment

List of Allottees/ Date of allotment/ Board Resolution

copy

Particulars of contracts if allotment is otherwise than in cash pursuant to contract not in writing.

Consolidation of share capital, Conversion of shares into stock, etc.


AOA amended

• Part II of Sch. V, Form 20B


List of directors, shareholders, share transfers, date of last

AGM & Current AGM, extension letter for AGM if any

Full particulars of past and present members once in six years — If shares are listed on Stock Exchange to be signed by full time practising Company Secretary.


Details of directors, shareholders, statement of

liabilities/indebtedness & DSC of 2 directors

Special Resolutions, & for the following other resolutions : Agreed by all members or class of

members which otherwise would have to be passed as Special Resolution


AOA amended

To be accompanied by Explanatory Statement if S. 173 is applicable and agreement if any.

Board resolutions relating to appointment or variation of the terms of appointment of a Managing Director.

Giving powers to the Board u/s. 293

Appointment of sole selling agent u/ss. 294 and 294AA


2008-09 10


ACCOUNTS, AUDIT AND SECRETARIAL COMPLIANCE

• 209 23AA 7 days BOD Resolution Pass a Board Resolution.

• Annual Accounts 220 23AC (B/S) 30 days

23ACA(P&L)

219 23AB 30 days

• Appointment/ Reappointment of Auditor 224 23B 30 days of intimation

• Secretarial Compliance Certificate 383A 66 30 days of AGM

DIVIDEND

Interim & Final Dividend No Form

DIRECTORS

• Acceptance of Directorship of Public Co. 32 & 32 30 days Consent Letter, Approved DIN

Addendum

DD-B & DD-C

• 269 25C 90 days Appointment as per guidelines in Schedule XIII.

• Appointment or change in Director/Secretary 303 32 & 32 30 days To be filed in duplicate.

Addendum

• 314(1)(b) 23 30 days

• Appointment of Relative of Director with remuneration 314(1)(b) 23 30days

exceeding Rs.50,000/-p.m.

Books of Account – Situation other than Registered Office

Audited BS/PL & Auditors Report, Date of AGM, PAN & M

No of Auditor

Certified 3 copies of Balance Sheet, P & L A/c., Directors' Report, Part IV of Sch. VI, Auditors' Report laid at AGM – If NOT adopted, statement of non-adoption and reasons therefor.

One copy of abridged accounts in case of listed companies which can be issued to members instead of the full accounts

To be filed by the auditors — acceptance or rejection to be specified.

Compliance Certificate from Co Secy, Date of AGM

Any Company not required to have a wholetime secretary but having a paid-up capital of Rs. 10,00,000/- or more but less than Rs. 2,00,00,000/- shall file with ROC a compliance certificate from a secretary in whole-time practice.

Open a separate Bank a/c within 5 days of declaration of final dividend & 5 days of payment of interim dividend

Arrange to pay dividend within 30 days from declaration/ payment date

264, 266 274(1)(g)

Consent to act as a Director to be filed along with acceptance for qualification shares, if any. Additional from to be filed by every Director on his appointment/re-appointment in a Public Co.

Appointment of Managing/Wholetime Director/Manager


Consent Letter, Approved DIN, PAN of Secy

Appointment of Relative of Director with remuneration between Rs.10,000/- and Rs.50,000/-p.m.


Pass Special Resolution at GM.Refer Director's Relatives (Office or Place of Profit) Rules, 2003

Pass Special Resolution at GM and Central Govt.'s permission Refer Director's Relatives (Office or Place of Profit) Rules, 2003


2008-09 11


REGISTRATION OF CHARGES

• Creation/Modification* 125, 127, 135 8 30 days

• Satisfaction* 138 17 30 days

JOINT STOCK CO.

Registration of Joint Stock Companies 567 37, 39 Before Registration

Registration of Non-joint Stock Companies 568 37 & 39 — do — Non-joint stock companies to be registered under Part IX.

FOREIGN COS.

• Establishment of place of Business in India 592 44 30 days

Instrument: Hypothecation/Mortgage deed, Sanction letter, Name, Address

& email of bank, DSC od director & banker, Details of

Previous modification/creation together with Charge ID No.

Along with certified copies of the instrument creating charge. Form No. 13 in triplicate.

Charge ID of the charge, DSC of Director/Banker & CA,

Satisfaction letter form Banker & Date of satisfaction

Upon payment of debt or satisfaction otherwise, Form No. 13 in triplicate after obtaining signatures of the lender company and the Bank/Financial Institution.

• Joint Stock Company to be registered under Part IX —registration effective only upon filing documents.

•

Notarised MOA/AOA/Charter (english version) , Date of

establishment of place in India, Details of directors, shareholders, RBI approval letter, POA to auth representative, PAN of auth rep

Documents and prescribed particulars to be annexed to the Form.