E-filing under the Companies Act 2013 J J

E-filing under the Companies Act, 2013 J. J. Gandhi Practising Company Secretary jjgandhics@gmail. com Mob. 9374620085 J J Gandhi & Co.

Requirement of E-filing o o o o Director Identification Number - DIN Digital Signature - DSC - validity Role Check – link DIN & DSC Adobe Jawa Service Pack 3 Size of document with attachments not to exceed 2. 6 MB Attachment – in 200 dpi in black and white J J Gandhi & Co. 2

Corporate Identity Number (CIN) CIN of any co. conveys following; o Start with U = Unlisted or L = Listed o No. indicates activity code of co. o Two alphabet indicates state in which the Co. is Regd. o Year indicates year of incorporation of Co. o PTC – Pvt. Co. PLC – Public co. NPL – Section 8 Co. o Last No. indicates ROC sequence Regn. No. J J Gandhi & Co. 3

Certificate by practicing professional o I declare that I have been duly engaged for the purpose of certification of this form. It is hereby certified that I have gone through the provisions of the Companies Act, 2013 and Rules thereunder for the subject matter of this form and matters incidental thereto and I have verified the above particulars (including attachment(s)) from the original/certified records maintained by the Company which is subject matter of this form and found them to be true, correct and complete and no information material to this form has been suppressed. J J Gandhi & Co. 4

I further certify that: o The said records have been properly prepared, signed by the required officers of the Company and maintained as per the relevant provisions of the Companies Act, 2013 and were found to be in order ; o All the required attachments have been completely and legibly attached to this form J J Gandhi & Co. 5

Section 448 o o o As per Section 448 if in any certificate or statement required for the purposes of any of the provisions of the Act or the rules, any person who makes a statement, — which is false in any material particulars, knowing it to be false; or which omits any material fact, knowing it to be material, he shall be liable under section 447. J J Gandhi & Co. 6

Section 447 o A person is punishable with imprisonment for a term which shall not be less than six months but which may extend to ten years and shall also be liable to fine which shall not be less than the amount involved in the fraud, but which may extend to three times the amount involved. J J Gandhi & Co. 7

Companies (Adjudication of Penalties) Rules, 2014 o o o The CG may appoint ROC as adjudicating officers for adjudging penalty under the Act. ROC issue show cause notice to the Company and to officer in default. Power to hold hearing Power to summon and enforce the attendance of any person Power to impose penalty Appeal to RD within 60 days of order J J Gandhi & Co. 8

Normal filing fees slab Based on slab of Autho. cap. Normal filing fees o Rs. 1. 00 lac – Rs. 200 o Rs. 1 to 5 lac – Rs. 300 o Rs. 5 to 25 lac – Rs. 400 o Rs. 25 lac to 1 cr. Rs. 500 o Rs. 1 cr. or more Rs. 600 o Application to the CG fees are between Rs. 2000/- to 20, 000/- J J Gandhi & Co. 9

Additional Filing Fees Delay in filing attracts additional fees o Upto 30 days 2 + 1 = 3 time o more than 30 days - 4 + 1 = 5 time o more than 60 days - 6 + 1 = 7 time o more than 90 days - 10 +1 = 11 time o more than 180 days -12 +1 = 13 time o Beyond 270 days required Petition for justification of delay (sec. 403) J J Gandhi & Co. 10

Delay in filing Increase in Authorized share capital attracts additional filing fees as below; o For delay upto 6 months – 2. 5% p. m. o For delay beyond 6 months 3% p. m. J J Gandhi & Co. 11

Appointment of Auditor – ADT 1 o o Earlier liability is with the Auditor to file Form 23 B and it was filed using DSC of Auditor Now, liability is with Co. to file Form ADT 1 as attachment of GLN 2 using DSC of Director To be filed within 15 days of appointment i. e. dt. of AGM ADT 1 filed after 15 th Oct. is late filing and attracts additional filing fees. J J Gandhi & Co. 12

Resignation of Auditor - ADT 3 o o No requirement under old Act ADT 3 required to be filed within 30 days with the Co. & MCA & CAG, if applies. Filed with the DSC of Auditor Attachment - Resignation letter must mention date of resignation, reasons of resignation and other facts, if any. J J Gandhi & Co. 13

Appointment of Director- DIR 12 o o o Required to file for appointment, cessation and for change in designation of Director and KMP Enter number form will expand Require to mention other Directorship Appointee can not use his DSC Exiting Director can not use his DSC For CEO/ CFO/ CS PAN is mandatory J J Gandhi & Co. 14

Attachments of DIR 12 Attachment for appointment o Letter of Appointment o Board Resolution of appointment o Consent to act as Director in DIR 2 o Not attached with disqualification in Form DIR 8 o Form MBP 1 to disclose interest in other entities J J Gandhi & Co. 15

Attachments - DIR 12 Attachment for cessation o Resignation Letter mentioning date and reasons o Proof - Acknowledged by Co. Attachment for change in designation o Shareholders Resolution J J Gandhi & Co. 16

Resignation of Director DIR 11 o o o Resigning Director should file DIR 11 DSC of resigning Director is required Liability of Resigning Director Resignation do not require acceptance of Board. Circular resolution may be preferred. Attachment – Resignation Letter J J Gandhi & Co. 17

Registration of Charge – CHG 1 For Registration and Modification of charge o Can be filed by charge holder or Co. o Attachment instrument creating charge – stamp duty amount should be visible o For joint charge holder list to be attached o DSC of Director, Banker and certifying professional are required o For borrowing Board resolution must have been filed J J Gandhi & Co. 18

Satisfaction of charge – CHG 4 o o o To be filed within 30 days of repayment in full After 30 days Petition to Regional Director can not be filed by paying additional filing fees NOC of Bank is attachment. Letter should mention repayment date Signed by Co. Bank and Certifying professional Satisfaction is not possible in part J J Gandhi & Co. 19

Filing of Resolution - MGT 14 All Special Resolutions are to be filed along with explanatory statement. Now Board Resolution required to be filed e. g. o Approving financial statement and the Board’s report o Approving quarterly financial results o Approving appointment or removal of KMP o Appointment or removal of one level below the KMP Determine one level below in hierarchy of KMP J J Gandhi & Co. 20

o o o Approving appointment of internal auditors and secretarial auditor Noting of disclosure of Director’s interest and shareholding Approving of borrowing of monies Approving of investments of the funds of Co. company Approving buying, selling investments (other than trade investments) constituting 5% or more of the PCFR of the investee co. J J Gandhi & Co. 21

o o o Approving granting loans or giving guarantee or providing security in respect of loans Approving of change of object Approving of issuing Shares or any securities J J Gandhi & Co. 22

Alteration of share capital - SH 7 o o o Increase in Authorized share capital attracts Registration fee and stamp duty Attachment Special Resolution & Expl. Statement Proof of earlier payment of stamp duty Certifying professional certifies payment of stamp duty Attachment - Modified MOA with capital clause Registration fee and stamp duty challan attracts 2. 5% p. m. and 3% p. m. late fee J J Gandhi & Co. 23

Return of Allotment PAS 3 o o o File MGT 14 for filing Special Resolution with Explanatory Statement File GNL 2 for filing PAS 4 (Letter of Offer contains all details) attachment Board Resolution and Special Resolution File PAS 3 for filing List of Allottees attachments - Board Resolution for Allotment Filing GNL 2 for filing PAS 5 (i. e. record name, address, from which Account money has come etc. ) File MGT 14 for filing Board Resolution of Allotment J J Gandhi & Co. 24

Regd. office Address- INC 22 o o o Proof of ownership Whether owned by Director or others Whether taken on Lease Attachment – Sale deed, lease deed, rent agreement, NOC of owner, Latest proof like electricity bill/ phone bill (not older than 2 months) List of all companies (specifying their CIN) having same registered office address, if any Professional certify that he has personally visited the registered office and verified that the said registered office is functioning for the business purpose of co. J J Gandhi & Co. 25

Annual Filing o o o Form 23 AC – filing of Balance sheet Form 23 ACA – filling of P & L A/c Form 20 B – Filing of Annual Return Form 66 – filing of Compliance Certi. Paid up capital 5 cr. or more or Turnover 100 cr. or more XBRL filing J J Gandhi & Co. 26

Straight Through Process - STP J J Gandhi & Co. 27

Thank You J. J. Gandhi Practising Company Secretary jjgandhics@gmail. com Mob. 9374620085 J J Gandhi & Co. 28