Chapter XXIV – The Companies (Registration Offices
and Fees) Rules, 2014.
Government of India
Ministry of Corporate Affairs
NOTIFICATION
New Delhi, 31.03.2014
G.S.R. 268(E) In exercise of the powers
conferred by section 396, 398, 399, 403 and 404, read with subsections (1) and
(2) of section 469 of the Companies Act, 2013 (18 of 2013) and in supersession
of Companies (Central Government’s) General Rules and Forms, 1956, except as
respects things done or omitted to be done before such supersession, the
Central Government hereby makes the following rules, namely: –
1.
Short title and commencement.- (1) These rules may be called of the Companies (Registration
Offices and Fees) Rules, 2014.
(2) They shall come into force on the 1st day
of April, 2014.
2.
Definitions.- (1) In
these rules, unless the context otherwise requires,-
(a)
‘‘Act’’ means the Companies Act, 2013 (18 of 2013);
(b) ‘‘Annexure’’ means Annexure to these
rules;
(c) “Certifying Authority” for the purpose of
‘‘Digital Signature Certificate’’ means a person who has been granted a licence
to issue it under section 24 of the Information Technology Act, 2000 (21 of
2000).
(d) “Digital Signature” means digital signature as
defined under clause (p) of sub-section (1) of section 2 of the Information
Technology Act, 2000; (21 of 2000);
(e) “Digital Signature Certificate” means a
Digital Signature Certificate as defined under clause (q) of sub-section (1) of
section 2 of the Information Technology Act, 2000 (21 of 2000)
(f) “electronic record” means electronic
record as defined under clause (t) of sub-section (1) of section 2 of the
Information Technology Act, 2000; (21 of 2000);
(g) “electronic registry” means an electronic
repository or storage system of the Central Government in which the information
or documents are received, stored, protected and preserved in electronic form;
(h) “electronic mail” means message
sent, received or forwarded in digital form using any electronic communication
mechanism such that the message so sent, received or forwarded is storable and
retrievable ;
(i) ‘‘Form’’ or “e-form” means a form
set forth in Annexure to these rules which shall be used for the matter to
which it relates;
(j) ‘‘Regional Director’’ means the
person appointed by the Central Government in the Ministry of Corporate Affairs
as a Regional Director;
(k) “Registrar’s Facilitation Office” means
an office maintained by the Central Government or an agency authorised by it to
facilitate e-filing of documents into the electronic registry and their
inspection and viewing;
(l) “Straight Through Process” means the process in
which an e-from is approved through system without manual interruption.
(2) Words and expressions used in these rules but
not defined and defined in the Act and the Information Technology Act, 2000 (21
of 2000) or in Companies (Specification of definitions details) Rules, 2014
shall have the meanings respectively assigned to them in those Acts and the
said rules.
3. Business activity.- Every company including foreign company which
carries out its business through electronic mode, whether its main server is
installed in India or outside India, which-
(i) undertakes business
to business and business to consumer transactions, data interchange or other
digital supply transactions;
(ii) offers to accept deposits or
invites deposits or accepts deposits or subscriptions in securities, in India
or from citizens of India;
(iii) undertakes financial settlements, web
based marketing, advisory and transactional services, database services or
products, supply chain management;
(iv) offers online services such as
telemarketing, telecommuting, telemedicine, education and information research;
or
(v) undertakes any other related data communication
services, whether conducted by e-mail, mobile devices, social media, cloud
computing, document management, voice or data transmission or otherwise, shall
be deemed to have carried out business in India.
4. Registration offices.-
(1) The Central Government
shall establish such number of offices at such places as it thinks fit,
specifying their jurisdiction for the purpose of exercising such powers and
discharge of such functions as are conferred on the Central Government by or
under this Act or under the rules made thereunder and for the purposes of
registration of companies under the Act.
(2) The office of the
Registrar shall observe such normal working hours as may be approved by the
Central Government and shall be open for the transaction of business with the
public on all days except Saturday, Sunday and public holidays during working
hours between 10.30 a.m. and 3.30 p.m.
(3) The offices other than the office of the
Registrar shall observe such normal working hours as may be approved by the
Central Government.
5. Powers and duties of Registrars.-
(1) The Registrars shall exercise such powers and
discharge such duties as are conferred on them by the Act or the rules made
thereunder or delegated to them by the Central Government, wherever the power
or duty has been conferred upon the Central Government by the Act or the rules
made there under.
(2) Whenever according to the Act, any function or
duty is to be discharged by the Registrar, it shall, until the Central
Government otherwise directs, be done by the Registrar , or in his absence, by
such person as the Central Government may for the time being authorise:
Provided that in the event of the Central Government
altering the constitution of the existing registry offices or any of them, any
such function or duty shall be discharged by such officer and at such place,
with reference to the local situation of the registered offices of the
companies concerned, as the Central Government may appoint.
6.Seal of Registrar.- The Registrar shall have a seal
and such seal shall bear the words “Registrar of Companies, ____________ (Place
and State)”.
7. Manner and conditions of filing.- Every application, financial
statement, prospectus, return, declaration, memorandum, articles, particulars
of charges, or any other particulars or document or any notice, or any
communication or intimation required to be filed or delivered or served under
the Act and rules made there under, shall be filed or delivered or served in
computer readable electronic form, in portable document format (pdf) or in such
other format as has been specified in any rule or form in respect of such
application or form or document or declaration to the Registrar through the
portal maintained by the Central Government on its web-site or through any
other website notified by the Central Government:
Provided that where the documents are required to be filed
on Non-Judicial Stamp Paper, the company shall submit such documents in the
physical form, in addition to their submission in electronic form, unless the
Central Government, by an order, does not require submission in physical form
and proof of delivery of documents submitted in physical form shall be scanned
and form part of attachment to the e-form.
Provided further that if stamp duty on such documents is paid
electronically through the portal maintained by the Central Government or
through any other website notified by the Central Government, then, the company
shall not be required to make physical submission of such
documents, in addition to their submission in the electronic form:
Provided also that in respect of certain documents filed under the
Act which are not covered for payment of stamp duty through the portal of the
Central Government, and stamp duty payable on such documents in the respective
State is equal to or less than one hundred rupees, the company shall scan such
stamped documents complete in all respects and shall file electronically for
evidencing by the Registrar and shall not be required to submit such documents,
except those which are required to be filed for compounding of offences or
adjudication of penalties or applications to Central Government or Regional
Director in the physical form separately:
Provided also that unless otherwise stated in any law for the
time being in force, the company shall retain such documents duly stamped in
original permanently for the documents relating to incorporation and matters
incidental thereto, changes in any of the clauses of the Memorandum and
Articles of Association and in other cases for a minimum period of eight years
from the date of filing of the documents and shall be required to produce the
same as and when the same is required for inspection and verification by the
competent authority under any law for the time being in force:
Provided also that any correspondences (physically
or electronically) and documents to be filed by any person shall contain name,
designation, address, membership number or Director Identification Number, as
the case may be, of the person signing such document and make sure correctness
thereof and in no case, correspondence, merely with signature and writing
authorised signatory shall be acceptable.
Provided also that no request for recording any
event based information or changes shall be accepted by the Registrar from such
defaulting companies, unless they file their updated Balance Sheet and Profit
and Loss Account and Annual Return with the Registrar of Companies except,-
(i)
filing of order of Court or other authorities,
(ii)
Balance Sheet and Profit and Loss Account,
(iii)
Compounding application,
(iv)
Form for transfer of money to Investor Education and Protection Fund,
(v)
Application for removal of the Auditor and
(vi)
GNL-1 for making company active.
8.
Authentication of documents.-
(1) An electronic form shall be
authenticated by authorised signatories using digital signature.
(2) Where there is any
change in directors or secretaries, the form relating to appointment of such
directors or secretaries has to be filed by an continuing director or the
secretary of the company.
(3) The authorised signatory and the
professional, if any, who certify e-form shall be responsible for the
correctness of the contents of e-form and correctness of the enclosures
attached with the electronic form.
(4) Every person authorised for
authentication of e-forms, documents or applications etc., which are required
to be filed or delivered under the Act or rules made there under, shall obtain
a digital signature certificate from the Certifying Authority for the purpose
of such authentication and such certificate shall not be valid unless it is of
class II or Class III specification under the Information Technology Act, 2000
(21 of 2000).
(5) The electronic forms required to be
filed under the Act or the rules thereunder shall be authenticated on behalf of
the company by the Managing Director or Director or Secretary of the Company or
other key managerial personnel.
(6) Scanned image of documents shall be
of original signed documents relevant to the e-forms or forms and the scanned
document image shall not be left blank without bearing the actual signature of
authorised person.
(7) It shall be the sole responsibility of the
person who is signing the form and professional who is certifying the form to
ensure that all the required attachments relevant to the form have been
attached completely and legibly as per provisions of the Act, and rules made
thereunder to the forms or application or returns filed.
(8) The documents or form or
application filed may contain a power of attorney issued to an Advocate or
Chartered Accountant or Cost Accountant or Company Secretary who is in whole
time practice and to any others person supported by Board resolution to make
representation to the registering or approving authority failing which a
Director or key managerial personnel can make representation before such
authority .
(9) Where any instance of filing
document, application or return etc, containing a false or misleading
information or omission of material fact, requiring action under section 448 or
section 449 is observed, the person shall be liable under section 448 and 449
of the Act.
(10) Without prejudice to any other
liability, in case of certification of any form, document, application or return
under the Act containing wrong or false or misleading information or omission
of material fact or attachments by the person, the Digital Signature
Certificate shall be de-activated by the Central Government till a final
decision is taken in this regard.
(11) The Central Government
shall set up and maintain for filing of electronic forms, documents and
applications, and for viewing and inspection of documents in the electronic
registry or for obtaining certified copies thereof-
(a)
a website or portal to provide access to the electronic registry; and
(b)
as many Registrar’s Facilitation Offices as may be necessary and at such places
and for such time as the Central Government may determine.
9. Maintaining documents electronically.-
(1) The Central Government shall set up and
maintain a secure electronic registry in which all the applications, financial
statement, prospectus, return, register, memorandum, articles, particulars of
charges, or any particulars or returns or any other documents filed under the
Act to be electronically stored.
(2) Every document or certificate or notice or
other document required to be registered or authenticated by the Registrar or
an officer of the Central Government under the Act or rules made there under, shall
be registered or authenticated through a valid digital signature of such person
or a system generated digital signature.
(3)
The Registrar shall issue document, certificate, notice, receipt, approval or
communicate endorsement or acknowledgement in the electronic mode:
Provided that where the Registrar is not able to issue any
certificate, receipt, endorsement, acknowledgement or approval in electronic
mode for the reasons to be recorded in writing, he may issue such certificate
or receipt or endorsement, acknowledgement or approval in the physical form
under manual signature affixing seal of his office.
(4) The
Registrar may send any document, certificate, notice or any other communication
to the company or its authorised representative or directors or both in the
electronic manner for which the company shall create and maintain at all times
a valid electronic addresses including email, user identifications capable of
receiving and acknowledging the receipt of the document, certificate, notice or
other communication, automated or otherwise.
10. Procedure on receipt of any application or form or document
electronically.-
(1) The Registrar shall examine or cause to be
examined every application or e-Form or document required or authorised to be
filed or delivered under the Act and rules made thereunder for approval,
registration, taking on record or rectification by the Registrar, as the case
may be:
Provided that save as otherwise provided in the Act, the
Registrar shall take a decision on the application, e-form or documents within
thirty days from the date of its filing excluding the cases in which an
approval of the Central Government or the Regional Director or any other
competent authority is required:
Provided further that the e-Forms or documents identified as
informative in nature and filed under Straight Through Process may be examined
by the Registrar at any time on suo-motu or on receipt of any
information or complaint from any source at any time after its filing:
Provided also that nothing contained in the first proviso shall
affect the powers of the Registrar to call information or explanation in
pursuance of section 206.
(2) Where the Registrar, on examining any
application or e-Form or document referred to in sub-rule (1), finds it
necessary to call for further information or finds such application or e-form
or document to be defective or incomplete in any respect, he shall give
intimation of such information called for or defects or incompleteness, by
e-mail on the last intimated e-mail address of the person or the company, which
has filed such application or e-form or document, directing him or it to
furnish such information or to rectify such defects or incompleteness or to
re-submit such application or e-Form or document within the period allowed
under sub-rule (3):
Provided that in case the e-mail address of the person or the
company in question is not available, the intimation shall be given by the
Registrar by post at the last intimated registered office address of the
company or the last intimated address of the person, as the case may be and the
Registrar shall preserve the facts of the intimation in the electronic record.
(3) Except as otherwise provided in the Act,
the Registrar shall allow fifteen days’ time to the person or company which has
filed the application or e-Form or document under sub-rule (1) for furnishing
further information or for rectification of the defects or incompleteness or
for re-submission of such application or e-form or document.
(4) In case where such further information called
for has not been provided or has been furnished partially or defects or
incompleteness has not been rectified or has been rectified partially or has
not been rectified as required within the period allowed under sub-rule (3),
the Registrar shall either reject or treat the application or e-form or
document, as the case may be, as invalid in the electronic record, and shall
inform the person or company, as the case may be, in the manner as specified in
sub-rule (2).
(5)
Where any document has been recorded as invalid by the Registrar, the document
may be rectified by the person or company only by fresh filing along with
payment of fee and additional fee, as applicable at the time of fresh filing,
without prejudice to any other liability under the Act.
(6)
In case the Registrar finds any e-form or document filed under Straight Through
Process as defective or incomplete in any respect, at any time suo-motu or
on receipt of information or compliant from any source at any time, he shall
treat the e-form or document as defective in the electronic registry and shall
also issue a notice pointing out the defects or incompleteness in the e-Form or
document at the last intimated e-mail address of the person or the company
which has filed the document, calling upon the person or company to file the
e-Form or document afresh along with fee and additional fee, as applicable at
the time of actual re-filing, after rectifying the defects or incompleteness
within a period of thirty days from the date of the notice:
Provided that in case the e-mail address of the person or
the company in question is not available, the intimation shall be given by the
Registrar by post at the last intimated registered office address of the
company or the last intimated address of the person, as the case may be and the
Registrar shall preserve the facts of the intimation in the electronic record.
11. Vacation or removal of directors.-
(1) In the event of
vacation or removal of directors before approving or invalidating Form No
DIR-12, the Registrar shall verify the documents as to correctness of
contents and whether adequate supporting documents namely, copy of board
resolution, copy of notices sent for calling board meeting or copy of minutes
of board of directors reflecting voted for or against.
(2) If the Registrar on verification of
documents further finds that the company has violated any of the provisions of
the Act or rules, he shall refer the matter to the Regional Director concerned,
who shall enquire the matter by giving an opportunity to the person who has
been removed or vacated as director and convey the decision of the matter to
the Registrar within ninety days from the date of reference to him by the
Registrar.
12. Fees.-
(1) The documents required to be submitted, filed,
registered or recorded or any fact or information required or authorised to be
registered under the Act shall be submitted, filed, registered or recorded on
payment of the fee or on payment of such additional fee as applicable, as
mentioned in Table annexed to these rules.
(2) For the purpose of filing the documents or
applications for which no e-form is prescribed under the various rules
prescribed under the Act, the document or application shall be filed through Form
No.GNL.1 or GNL.2 along with fee as applicable and in case a single
form is prescribed for multiple purposes, the fee shall be paid for each of the
purposes contained in the single form.
13.
Mode of Payment.- The fees,
charges or other sums payable for filing any application, form, return or any
other document in pursuance of the Act or any rule made thereunder shall be
paid by means of credit card; or internet banking; or remittance at the counter
of the authorised banks or any other mode as approved by the Central
Government.
14.
Inspection, production and evidence of documents kept by Registrar.- The inspection of the documents
maintained in the electronic registry so set up in pursuance of rule 9 and
which are otherwise available for inspection under the Act or rules made
thereunder, shall be made by any person in electronic form.
15. Inspection of documents.- Any person may –
(a) inspect any document kept by the Registrar,
being documents filed or registered by him in pursuance of this Act or the
Companies Act, 1956 (1 of 1956) or making a record of any fact required or
authorised to be recorded or registered in pursuance of this Act, on payment
for each inspection of fee.
(b) require a certificate of incorporation of any
company, or a copy or extract of any other document or any part of any other
document to be certified by the Registrar, on payment of fee.
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