The foundation of corporate governance in India is the Companies Act of 2013. The purpose of the act was to provide companies with a transparent and organized environment. The primary goal is to ensure that companies comply with the mandatory requirements before and after incorporation and operate with accountability, adhering to a robust regulatory framework. The act contains numerous statutory forms, each with a specific purpose of facilitating compliance, streamlining processes, and maintaining corporate integrity. These documents encompass every stage of a business’s lifecycle, including company incorporation, day-to-day management, financial reporting, structural modifications, and, if necessary, the company’s closure.
These forms are not only essential for maintaining compliance with statutory requirements but also for establishing and upholding credibility with stakeholders, investors, and the general public through timely filing. The forms are necessary for both big and small corporations. For new startups and small businesses, filing these forms can sometimes be a challenging task, and therefore, it is essential to have a clear understanding of the meaning and purpose of the forms. In this guide, we will examine the significance, purpose, and implications of failing to file the forms on time.
Purpose of the Forms
Forms in the Companies Act 2013 fulfil the following purpose:
- Ensuring Compliance: These forms ensure that businesses follow the laws established by the Indian Parliament and fulfill their statutory obligations.
- Transparency: Since the majority of corporate operations are recorded and submitted to the statutory authority, forms help provide clarity and accessibility to stakeholders, including investors and regulators.
- Enabling Communication: Companies and regulatory agencies can communicate formally through forms. They guarantee prompt reporting of all critical updates.
- Avoiding Penalties: Proper and timely filing of forms helps companies avoid fines, penalties, or legal actions.
- Maintaining Corporate Integrity: a company upholds its reputation in the market.
Types of Forms Under the Companies Act, 2013
The forms in the Companies Act 2013 are categorized into different heads for better understanding, and they are as follows:
A. Incorporation and Registration Forms
1. SPICe+ (Simplified Proforma for Incorporating Company Electronically Plus):
The SPICe+ form is a unified application used to incorporate a company in India. When a company is being incorporated, the SPICe+ form automatically associates the company’s PAN (Permanent Account Number) and TAN (Tax Dedication and Collection Account Number), which are essential for tax reporting and compliance. The form also registers the company with GST (Goods and Services Tax Identification Number), EPFO (Employees’ Provident Fund Organization), and ESIC (Employees’ State Insurance Corporation). Nally, the SPICe+ form facilitates the opening of a company’s bank account.
This form shall be the Ministry of Corporate Affairs (hereinafter referred to as MCA) portal. Motors or their authorized representatives are responsible for submitting the form. Filing the SPICe+ form on time can result in delays in the incorporation process and penalties from the RoC.
2. Declaration by Subscribers and First Directors:
The INC-9 form is a declaration filed during the company incorporation process. irms that the subscribers (those who agree to become members of the company) and the first directors have adhered to the legal and statutory requirements before the company can be registered. Includes verifying the identity and compliance of these individuals with the norms established under the Companies Act.
This form is filed through the MCA portal, and the subscribers and first directors are responsible for ensuring its accuracy. If incorrect information is provided in this form, it can lead to penalties under Section 448 of the Companies Act.
3.(Notice of Situation or Change of Registered Office):
The INC-22 form is filed when a company needs to inform the Registrar of Companies (hereinafter referred to as RoC) about the location of its registered office or any changes to it.
This form must be submitted via the MCA itself, and it’s the responsibility of the company directors to file it. If the company fails to notify the RoC about its office location or any changes within the stipulated time frame, it may be penalized with a fine of Rs. 1,000 per day, up to a maximum of Rs. 1 lakh.
B. Annual Filing Forms
1. Filing of Financial Statements:
The AOC-4 form is used to file financial statements, balance sheets, and profit and loss accounts with the Registrar. Companies must submit their annual financial statements within 30 days of the annual general meeting (AGM).
This form must be submitted on the MCA portal, and the company directors are responsible for ensuring its completion. Filing AOC-4 on time can attract a penalty of Rs. One hundred percent per day for each day of delay, and additional penalties may be imposed on both the company and its officers.
2. Annual Return:
The MGT-7 form is an annual return that contains detailed information about the shareholding pattern, board of directors, key managerial personnel (KMP), and other essential company details. It is mandatory to file this form every year.
The form is filed through the MCA portal, and the responsibility for filing rests with the company’s directors. If the form is not submitted on time, a penalty of Rs. A fine of $ 100 per day will be levied, with no upper limit on the amount.
3.(Abridged Annual Return):
The MGT-7A form is a simplified version of the MGT-7 (Annual Return), which is designed for small companies and one-person companies (OPCs). A firm is required to provide the RoC with a summary of key company information, including shareholding patterns, directors, and key managerial personnel.
This form must be filed through the MCA portal, and the company directors are responsible for ensuring its accurate submission. -7A must be filed annually, the company’s Annual General Meeting Form. If the form is not filed within the prescribed deadline, the company may face a penalty of Rs—100 per day, with no upper limit.
C. Director and Key Managerial Personnel (KMP) Forms
1. Application for Director Identification Number:
The DIR-3 form is used by individuals who wish to become directors of a company. A director is required to obtain a Director Identification Number (DIN), a unique identifier issued to every director of a company. Filed on the MCA portal, and the individual director must apply for their DIN. Those who operate without a valid DIN may face disqualification or penalties.
2. DIR-12 (Particulars of Appointment of Directors and Changes Therein):
The DIR-12 form is used to notify the RoC of any changes in the composition of the company’s board of directors. I n l d s t e appointment, resignation, removal, or reappointment of directors and any change in the designation of directors.
The DIR-12 form must be filed on the MCA portal by the company directors or an authorized representative. It requires the appointment or change in the directorship of a company. If the filing is not completed within this timeframe, the company may face a penalty of Rs. 50,000 and an additional fine of Rs. 5,000 per day for continuing defaults.
3.MR-1 (Return of Appointment of Managing Director, Whole-Time Director, or Manager):
Companies use the MR-1 form to inform the RoC about the appointment of a Managing Director (MD), a Whole-Time Director (WTD), or a Manager in the company.
This form must be filed through the MCA portal, and the responsibility to file it lies with the company directors. I will be inducted within 30 days from the date of appointment of the MD, WTD, or Manager. Filing the MR-1 form on time can result in significant penalties, including fines of up to Rs. 5 lakhs for the company and Rs. 1 lakh for the officers involved for not filing the form on time.
D. Share Capital and Debentures Forms
1. PAS-3 (Return of Allotment):
Companies use the PAS-3 form to report the allotment of shares to shareholders after the issuance of shares by the company. This form ensures that the RoC is notified about the new shares issued.
This form must be filed on the MCA portal, and company directors are responsible for submitting it. If the form is not filed, a penalty of Rs. 1,000 per day can be levied, with a maximum cap of Rs. 5 lakh.
2. SH-7 (Notice to Registrar of Any Alteration in Share Capital):
Companies use the SH-7 form to notify the RoC of any changes made to the company’s share capital. This includes any increase or decrease in share capital or any cancellation or modification of shares issued.
The SH-7 form must be filed through the MCA portal, and it is the responsibility of the company directors to submit it. The form should be filed within 30 days of the alteration of the share capital. If the form is not filed in time, the company will incur a penalty of Rs. 1,000 per day, with a cap of Rs. 5 lakh.
3. CHG-1 (Application for Registration of Creation, Modification of Charge):
The CHG-1 form is used when a company creates or modifies a charge on its assets, such as mortgages or other secured loans. It is required to inform the RoC about the creation or alteration of any charge over the company’s assets.
This form is filed on the MCA portal, and company directors are responsible for ensuring it is completed. Failure to file the CHG-1 form can result in penalties ranging from Rs. 1 lakh to Rs. 10 lakh for the company and from Rs. 25,000 to Rs. 1 lakh for the company’s officers.
E. Corporate Restructuring Forms
1. INC-24 (Application for Approval of Change of Name):
The INC-24 form is filed when a company wishes to change its name and requires approval from the Registrar of Companies (RoC).
This form must be submitted to the MCA portal, and it is the responsibility of the company’s directors to apply. If this form is not filed correctly, the company may face penalties, and in the worst case, it may be unable to change its name entirely.
2. INC-28 (Notice of Order of the Court or Tribunal):
The INC-28 form is used to inform the RoC of any orders passed by a court or tribunal that affect the company. These orders may include judicial decisions on the company’s restructuring, liquidation, merger, or any other legal actions.
This form is filed on the MCA portal, and the company directors or authorized representatives are responsible for submitting it. The INC-28 must be filed within 30 days of receiving the order from the court or tribunal. If the form is not filed on time, the company may face penalties, as the law requires it to keep the RoC updated with any significant legal changes affecting the company’s status. Penalties for failure to file the form depend on the nature of the order and the related regulations.
3. GNL-2 (Submission of Documents with the Registrar):
The GNL-2 form is used to submit miscellaneous documents to the Registrar of Companies (RoC). This form serves as a catch-all for documents that do not fall under the categories of other specific forms but require official submission for regulatory compliance.
This form is filed on the MCA portal, and it is the responsibility of the company director(s) to ensure timely submission. The penalty for non-compliance with filing requirements under GNL-2 depends on the specific document and regulatory requirements.
Conclusion
While filing the forms under the Companies Act 2013, common mistakes include providing incomplete or incorrect information about the company, its directors, and its shareholders. Filing the fourth that often occurs. ther error thehat often occurs To ensure c accurate submission company’srms is essential for the company’s well-being. Small corporations need to be more mindful when it comes to filing these forms. It is a good idea to consult a professional who can help maintain compliance and avoid legal repercussions.
FAQs
1. Can I confirm after submission?
Some forms allow for revisions, but amendments often require approval from the relevant regulatory authority (RoC).
2. What role do professionals play in filing forms?
Chartered accountants, company secretaries, and cost accountants verify and certify forms to ensure compliance and accuracy.
3. How can I track the status of filed forms?
Companies can track forms on the MCA portal using the Service Request Number (SRN) issued during the submission process.
4. Are submissions required?
No, all forms under the Companies Act 2013 are filed electronically through the MCA portal.
5. What are the consequences of incorrect information in forms?
Providing false or incorrect information can lead to penalties, legal actions, and the disqualification of directors under Section 448 of the Act.
