Condonation of Delay for not filing Form MGT-14

Draft Documents For Condonation of Delay For not filing Form MGT-14 in prescribed time

(Suo moto application for condonation of delay in filing of E-Form MGT-14 under section 460 (b) of the Companies Act,2013. )

 

DRAFT FORMAT

Date : 

To

The Secretary,

Ministry of corporate affairs,

Shastri Bhawan, New Delhi 

Subject – Suo moto application for condonation of delay in filing of E-Form MGT-14 under section 460 (b) of the Companies Act,2013.  

(Reference – Purpose 

With reference to the above subject, we hereby submit as under:- 

1.      Details of applicant – The Company M/s ……………, was originally registered on 09/09/1970 under the Companies Act, 1956 vide CIN.............. The registered office of the company is situated at............... The authorized capital of the company is INR .................... (...................... only) divided into ..................../- ( .................thousand) equity shares of INR 10 (Ten) each and the paid up share capital of the company is INR 2..................(.......................only) divided into ...................Equity shares of INR 10 (Ten ) each.

 

The objects of the Company are set out in clause III A of the Memorandum of Association of the Company annexed as an annexure I.

 2.     Jurisdiction – Condonation of delay under section 460, Notwithstanding anything contained in this Act, 2013

(a) Where any application required to be made to the Central Government under any provision of this Act in respect of any matter is not made within the time specified therein, that Government may, for reasons to be recorded in writing, condone the delay; and

(b) Where any document required to be filed with the Registrar under any provision of this Act is not filed within the time specified therein, the Central Government may, for reasons to be recorded in writing, condone the delay.

That the applicant declares that the Central Government has jurisdiction to entertain this application under section 460 (b) of the Companies Act, 2013. 

 3.      Facts of the case – The applicant Company hereby state that it had passed the Resolutions under section 196 read with rules made there under and other applicable provisions of the Companies act 2013 in its board meeting held on May, 22, 2014and Extra Ordinary General Meeting held on June 16, 2014 for Re-appointment of Mr. ........(DIN:’) as Managing Director of the Company with effect from May 22,2014 for a period of five years.

As per section 117 read with rules made there under and other applicable provisions of the Companies Act 2013, a board resolution is required to be filed in E-form MGT-14 within 30 days with normal fees and within 300 days with additional fees i.e. on or before March 19, 2015. Also as per section 196, a return in prescribed form MR-1 is also required to be filed within 60 days of such appointment i.e, on or before August 14, 2014 but the company could not file said E forms i.e, MGT-14 and MR-1 in prescribed time.

 The copy of resolutions annexed with this application as an annexure – II. 

4.     Reason – The non-filing of resolutions in E-form MGT-14 and MR-1 occasioned due to the reason that the assignment of filing the said forms was given to an external consultant, who could not file the same due to his pre-occupations elsewhere. Further at that time the company had no full time company secretary in employment who could do the compliances well in time and co-ordinate with the management and external consultant of the company with respect to such timely filings. The default came into notice of the Company when the management was doing due diligence of the records of the Company.

 Further in this regard it is stated that the alleged offence of delay in filing of E-forms MGT-14 and MR-1 was committed due to inadvertence that it was without any willful or mala fide motive and was purely unintentional.

5.      Relief Sought – That the non-compliance of the provisions of section 196 read with rules made there under and other applicable provisions of the Companies act 2013 for Non filing of E-form in MR 1 and for non-filing of resolutions passed under 117 of the Companies Act, 2013 in MGT-14 be condoned as the company never had any mala fide intentions.

For ………………. Limited

 

Director

 

LIST OF ENCLOSURES

-----------------------------------------------------------------------------------------------------------------------

S. No.                   PARTICULARS                                                                            ANNEXURE NO.

-------------------------------------------------------------------------------------------------------------------------

1.   Copy of the Memorandum and Articles of association of the Company  I    
2.   Copy of Resolutions for ..........................................................................................         II

3.   Copy of Board Resolution authorizing M/s ...................................................., III

Companies Secretaries to represent the Company.................................      

 

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RAVI GARG (CS)    

91-7838204665, 

 

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What is SPICe scheme of MCA? -MCA's notification dated 01/10/2016

MCA has taken a  step by introducing E-Form INC-32 under SPICe scheme vide MCA's notification dated 01/10/2016 notifying Companies(Incorporation) Fourth Amendment Rules, 2016.

SPICE means Simplified Proforma for Incorporating Company Electronically. 

Through this notification, MCA has notified simplified integrated process for incorporating a company in E-form INC-32 alongwith Memorandum of Association in E-form INC-33 and Article of Association in E-form INC-34.
Hence, through this initiative, MCA has simplified the procedure for incorporation by introducing filing of pre-drafted Memorandum and Article of Association electronically, which will make lots of work easier for the professionals. Earlier with effect from 01/05/2015, MCA came with the integrated process of incorporation by filing E-form INC-29.

This was a major reform brought by MCA for incorporation of company which require filing of only one E-form i.e. INC-29 as against five forms filed earlier
 (i.e. DIR-3 for application for obtaining DIN, INC-1 for approving the name of company, INC-7 for registration of company with MOA and AOA, INC-22 for registered office and Form DIR-12 for first directors of company).

1.     This form can be filed even after INC-1: Means even if we have already applied E-form INC-1, then also we can file INC-32. This facility was not there in E-Form INC-29. Although just like INC-29, we can also apply name of the company through form INC-32.

2.     MOA and AOA have been provided electronically in E-Form INC-33 and E-Form INC-34: Now under SPICe, Memorandum and Articles of Association need to be filed electronically, which will make lots of work easier. As in E-form INC-33, we just have to copy paste the objects of the company and in E-Form INC-34 which provides predrafted clauses of Articles of Association. We just have to choose the clauses to be mentioned in the Articles and also choose if any clause is not applicable or need to be altered. Hence, the task of drafting memorandum and Article of Association has become much easier for professionals.
 
3.     Digital Signatures of subscribers and witness of MOA and AOA will be affixed: Because of new electronic Memorandum and Article of Association of the company, there is no need of signatures of subscribers and witness. That means we just need to affix digital signatures of subscribers and witness on the E-Form INC-33 and E-form INC-34.
 
4.     Information in form INC-32 has been increased in comparison to INC-29:That means details in INC-32 is much more than INC-29 but at the same time INC-32 is quite similar with INC-29.

That means just like INC-29 which fulfil five purposes for company registration, which are application for DIN allotment, reservation of name, incorporation and even PAN and TAN, INC-32 provides same facility with further facilitating the process by introducing filing of Memorandum and Article of Association of the company electronically. Its an appreciable step taken by the Ministry because this will make lots of things easier, which is going to help professionals in very nice manner.
Click Here for updates and Key Highlights

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RAVI GARG (CS)     

91-7838204665, 

91-7830007660

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MCA Update 01.10.2016- Companies Incorporation Fourth Amendment Rules

Dear All,

The Ministry of Corporate Affairs (MCA) has issued Notification dated 01.10.2016 and made an amendment to the Companies (Incorporation) Rules, 2014.

KEY HIGHLIGHTS

·   These rules may be called the Companies (Incorporation) Fourth Amendment Rules, 2016

·   In Rule 33, for sub-rule (2), the following shall be substituted, namely:-

"(2) subject to the provision of sub-rule (1), for effecting the conversion of a public company into a private company, a.copy of order of the Tribunal approving the alteration, shall be filed with the Registrar in From No INC-'27 with fee together with the printed copy of altered articles within fifteen days from the date of receipt of the order from the Tribunal"

·   In the principal Rules, after Rule 37, the following rule shall be inserted, with effect from 2nd October 2016, namely:-

"38. Simplified Proforma for Incorporating Company Electronically (SPICE)

(1) The simplified integrated process for incorporation of a company in Form No. INC-32 along with e-Memorandum of Association in Form No. INC-33 and e-Article of Association in Form No. INC-34.

(2) The provisions of sub-rule (2) to sub-rule (13) of Rule 36 shall apply mutatis mutandis for incorporation under this rule.

Provided that for the purposes of references to form numbers lNC-29, INC-30 and INC-31 in Rule 36 with Form No. INC-32, Form no. INC-33 and Form No. INC-34 shall be substituted respectively.

·   In the principal rules after rule 38 as so inserted these rule, the following rule shall be inserted with effect from 1st November, 2016, namely:-

39. Conversion of a company limited by guarantee into a company limited by shares.

·   In the principle rules, after the Form No. INC-11A, the following form shall be inserted, namely:-

Form No. INC-11B Certificate of Incorporation pursuant to conversion of a company limited

by guarantee into a company limited by shares

For more details click here Notification Link





 

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RAVI GARG (CS)     

91-7838204665, 

91-7830007660

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MCA latest update_DAted 23.09.2016- Amendment to the Companies (Management and Administration) Rules, 2014.

​​Dear Professionals,

Please note the updates w.r.t. Amendment to the Companies (Management and Administration) Rules, 2014.

1.    In Rule 3(1) for the proviso, the following proviso shall be substituted, namely:-

"Provided that in the case of a company existing on the commencement of the Act, the particulars as available in the register of members maintained under the Companies Act, '1956 shall be transferred to the new register of members in Form No. MGT-1 and in case additional information, required as per provisions of the Act and these rules, is provided by the members, 

such information may also be added in the register as and when provided.";

2.     In Rule 13 -following rule shall be substituted, namely:-

"Every listed company shall file with the Registrar, a return in Form No. MGT.10, with respect to changes in the shareholding position of promoters .....................................

3.    The amendments are made in Rule 3(1), (2), Rule 9(1), (2), Rule 13, Rule 17, Rule 20(2), Rule 22, Rule 25(1)(e)

 4.    Rule 25(1)(e) –Important Amendment

 5.     Form MGT-6 Return to the Registrar in respect of declaration of beneficial interest in shares under section 89 by the company is revised.

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RAVI GARG (CS)     

91-7838204665, 

91-7830007660

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***Checklist and Documents for Extension of Annual General Meeting of the Company***

***Checklist and Documents for Extension of Annual General Meeting of the Company***

1. Convene a Board Meeting to discuss the matter of filing an application before ROC for seeking extension of time for holding Annual General Meeting and pass a Board Resolution to this effect

      2.       File Form GNL-1 with ROC with the following attachments:

• Board Resolution passed for the purpose of making the application and also for digitally signing the e-form.
• Detailed Application containing the reason for extension and the period for which extension is required

 

EXTRACTS FROM THE MINUTES OF THE MEETING OF THE BOARD OF DIRECTORS OF                                 _______________________ HELD ON ______________

 

 APPLICATION TO REGISTRAR OF COMPANIES, BANGALORE FOR EXTENSION OF TIME FOR CONDUCTING ANNUAL GENERAL MEETING OF THE COMPANY FOR THE F.Y 2013-14

 

“RESOLVED THAT pursuant to the provisions of Section 96 and other applicable provisions, if any, of the Companies act 2013, the company do hereby make an application with the Registrar of Companies, Delhi for extension of time for holding the Annual General Meeting for the FY 2015-16 for a period of three (3) months from the last date on which the Annual General Meeting of the Company should have been held".

“RESOLVED FURTHER THAT any Director of the Company or Company Secretary of the Company be and are hereby SEVERALLY authorized on behalf of the Company to sign and file application with the Registrar of Companies, Bangalore and generally to do all acts, deeds and things that may be necessary, proper, expedient or incidental for the purpose of giving effect to the aforesaid Resolution.” 

 

“RESOLVED FURTHER THAT Director of the Company be and is hereby authorized to append his digital signature on any e-form/s to be filed with Registrar of Companies or any other competent authority as may be required”

  Draft Detailed Application

 To

The Registrar of Companies 

 

Dear Sir

Sub: Extension of time for holding the Annual General Meeting

In terms of section 96 of the Companies Act, 2013 the Company is required to hold the Annual General Meeting on or before 30^th September 2016.  It is submitted that it would not be possible to hold the Annual General Meeting before the said date for the following reasons.

 

1)           The Financial Statements has been approved by the Board at its meeting held on 09-09-2015 and the signed financial statements forwarded to the Statutory Auditor for their report and for onward transmission to the Principal Accountant General, Bangalore for conducting the supplementary audit and to communicate the comments of the Comptroller & Auditor General of India.  The statutory auditor has agreed to submit the accounts to the Principal Accountant General before 30^th September 2015.

2)           There was no regular Managing Director in place for nearly two months and also there is no regular staff on the rolls of the company. The present incumbent took charge on 1-08- 2015. Immediately thereafter the process of finalization of accounts was taken up. 

3)         Thereafter the notice of AGM along with the financial statements, Audit Report and comments of Auditor. would be sent to the shareholders of the Company giving 21 days notice.

 

The above process would take about 2- 3 months. In view of this the Board in its meeting held on 9^th September 2016 decided to seek extension of time for three months i.e., up to 31^st December 2016 from the Registrar of Companies. In view of the above, we request you to kindly grant extension of time of 3 months i.e., up to 31^st December 2016 to hold the Annual General Meeting and oblige.

 

Yours faithfully

 

For ----------------- Ltd     

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Thanks & RegardsRAVI GARG (CS)     

91-7838204665, 

91-7830007660

 

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