Question 1

What is the deadline for filing annual returns and financial statements with the ROC?

Accepted Answer

Under Companies Act 2013, MGT-7 (annual return) must be filed within 60 days of the AGM under Section 92, and AOC-4 (financial statements) within 30 days of the AGM under Section 137. For a company whose AGM falls on September 30, this means MGT-7 by November 29 and AOC-4 by October 30. Late filing attracts additional fees of Rs 100 per day per form under Section 403, with no ceiling cap.

Question 2

Can a private company raise funds from existing shareholders without SEBI regulations applying?

Accepted Answer

Yes. A private company can issue shares to existing members by rights issue under Section 62(1)(a) or on a preferential basis under Section 62(1)(c) read with Rule 13 of the Companies (Share Capital and Debentures) Rules 2014, subject to a special resolution. SEBI (ICDR) Regulations apply only to listed companies. Allotment must be completed within 60 days of receipt of application money per Section 42(6), and PAS-3 must be filed with the ROC within 15 days of allotment.

Question 3

Which companies are required to conduct a secretarial audit?

Accepted Answer

Secretarial audit under Section 204 is mandatory for listed companies, public companies with paid-up share capital of Rs 50 crore or more, and public companies with turnover of Rs 250 crore or more, as per Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014. The audit report in Form MR-3 must be annexed to the Board report. Private companies and smaller public companies below these thresholds are currently exempt.

Question 4

How does a company strike itself off voluntarily, and what are the pre-conditions?

Accepted Answer

A company can apply for voluntary strike-off under Section 248(2) by filing STK-2 with the ROC, after passing a special resolution or obtaining consent of 75% paid-up share capital members. Pre-conditions include: the company must have ceased all operations, filed all overdue returns, and have no outstanding liabilities or pending litigation. The ROC has 30 days to publish a notice in the Official Gazette before removal. Directors of a struck-off company remain personally liable for pre-strike-off obligations under Section 248(7).

Question 5

What forms are required when shifting a registered office from one state to another?

Accepted Answer

An inter-state registered office change requires amendment of the Memorandum of Association under Section 13 by special resolution, followed by a Regional Director confirmation via Form INC-23. Once approved, Form INC-28 (order of the Regional Director) must be filed with both the old and new ROC within 60 days of the order. The company must also publish a notice in a newspaper in the district of the existing and proposed registered offices, and inform creditors by registered post as required under Rule 30 of the Companies (Incorporation) Rules 2014.

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