Documents under Companies Act, 2013: formula sheet

Key formulas

Drafting checklist

Section → required contents → prescribed form → signatories → time limit → filing

Run every question through these six points in order.

Incorporation filing (Section 7(1))

Memorandum and articles + declaration of professional + declaration of subscribers and first directors + address for correspondence + particulars of subscribers and first directors + directors' interests and consent

Filed with the Registrar having jurisdiction over the proposed registered office.

Registrar's action (Section 7(2) and (3))

Register documents → issue certificate of incorporation → allot corporate identity number

The CIN is a distinct identity and is included in the certificate.

Foreign company filing (Section 380(1))

Delivery to Registrar within 30 days of establishing a place of business in India

Includes certified charter or constitution, principal office address, list of directors and secretary, India-resident process agent, Indian principal place of business, earlier-business particulars, a declaration on convictions and debarment, and other prescribed information.

Alteration return (Section 380(3))

Alteration → return in prescribed form within 30 days

A non-English instrument needs a certified English translation.

Preservation duty (Section 7(4))

Keep copies of originally filed documents at the registered office till dissolution

Applies to documents filed for incorporation.

Consequence of false filing (Section 7(5)-(7))

False or suppressed information → action under section 447; Tribunal may regulate management, make liability unlimited, remove the name, or order winding up

The Tribunal must hear the company and consider its transactions first.

Power under Section 133

Central Government prescribes standards ← recommended by ICAI ← in consultation with and after examining NFRA's recommendations

The Central Government prescribes. ICAI recommends. NFRA is consulted and its recommendations examined.

Transitional proviso to Section 133

Until NFRA is constituted under Section 132: ICAI recommends, in consultation with NACAS (Section 210A, Companies Act, 1956)

Applies only until NFRA is constituted. The proviso was inserted w.e.f. 1-4-2015.

Compliance rule in Section 129(1)

Financial statements = true and fair view + comply with standards notified under Section 133 + Schedule III form

The items in the statements must be in accordance with the accounting standards.

Deviation disclosure, Section 129(5)

Disclose: deviation + reasons + financial effects, if any

Applies where financial statements do not comply with the accounting standards.

Penalty for contravention of Section 129, sub-section (7)

Imprisonment up to 1 year, or fine ₹50,000 to ₹5,00,000, or both

Falls on the managing director, the whole-time director in charge of finance, the CFO or any other person charged by the Board. If none of them is there, all directors are liable.

NFRA functions, Section 132(2)

Recommend standards + monitor and enforce compliance + oversee quality of service + other prescribed functions

Section 132(4) adds investigation of misconduct by chartered accountants and their firms.

Time limit for initial filing

Within 30 days of establishing a place of business in India

Section 380(1). Deliver the documents to the Registrar for registration.

Documents under Section 380(1)

(a) charter/statutes/MoA and AoA; (b) address of registered or principal office; (c) list of directors and secretary; (d) India-resident person(s) for service; (e) address of principal place of business in India; (f) earlier opening/closing of place of business; (g) declaration on conviction/debarment; (h) other prescribed information

Clauses (a) to (h). Learn them as constitution, addresses, people, service, history, declaration.

Translation rule

Instrument not in English → certified English translation

Section 380(1)(a).

Alteration return

Alteration in documents → return in prescribed form within 30 days

Section 380(3).

Service of documents

Served if addressed to the person named under Section 380 and left at or posted to the delivered address, or sent electronically

Section 383.

Annual accounts

Balance sheet and profit and loss account every calendar year, copy to Registrar, plus list of Indian places of business

Section 381. Central Government may notify exceptions or modifications.

General filing rule (section 403(1))

File within the time in the relevant section + prescribed fee

The time limit is always found in the section that requires the filing, not in section 403.

Late filing of section 92 or 137 documents

Additional fee ≥ ₹100 per day (as prescribed; may differ by class of company)

First proviso to section 403(1). The exact amounts are in the rules, so do not quote slabs unless the question gives them.

Late filing of other documents

Additional fee as prescribed; higher fee on default on two or more occasions

Second and third provisos to section 403(1).

Consequence of default (section 403(2))

Company + officers in default liable for penalty, in addition to fee and additional fee

Late fee does not remove liability.

Financial statements (section 137(1))

File within 30 days of the date of the AGM

If not adopted at the AGM, file unadopted statements within 30 days of the AGM; the Registrar keeps them as provisional. Statements adopted at the adjourned AGM are filed within 30 days of that meeting.

One Person Company (section 137, third proviso)

File within 180 days from closure of the financial year

Statements are adopted by its member.

AGM not held (section 137(2))

File within 30 days of the last date by which the AGM should have been held, with a statement of facts and reasons

Statements must be duly signed.

Penalty for failure under section 137(3)

Company: ₹10,000 + ₹100 per day of continuing failure, max ₹2,00,000. Officers: ₹10,000 + ₹100 per day after the first, max ₹50,000

Officers are the MD and CFO, or if none, the director charged by the Board, or if none, all directors.

Condonation (section 460)

Central Government may condone delay for reasons recorded in writing

Applies to applications to the Central Government and to documents to be filed with the Registrar.

Quick revision

• Section 133: the Central Government prescribes accounting standards recommended by the ICAI, after consulting the NFRA.
• Section 129(1): financial statements give a true and fair view, comply with Section 133 standards and follow Schedule III.
• Section 129(2): the Board lays financial statements before every AGM.
• Section 129(3): a company with subsidiaries also prepares consolidated financial statements and lays them before the AGM.
• Section 129(5): if standards are not followed, disclose the deviation, the reasons and the financial effect.
• Section 129(7): punishment is imprisonment up to one year or fine of ₹50,000 to ₹5,00,000, or both.
• Section 380(1): a foreign company delivers prescribed documents to the Registrar within thirty days of setting up a place of business in India.
• Section 380(1)(d): name and address of one or more persons resident in India authorised to accept service.
• Section 380(3): alterations in delivered documents are reported within thirty days.
• Section 381: a foreign company makes out a balance sheet and profit and loss account every calendar year and delivers a copy to the Registrar.
• Section 383: service on the authorised person at the delivered address, by post or electronic mode, is sufficient service.
• Section 455: a dormant company status is granted by the Registrar on application, and a register of dormant companies is kept.

Common mistakes

• Writing general advice on good drafting instead of applying the section. Fix: Anchor every answer to a provision and its listed contents, then use clarity and precision to present them.
• Leaving out required items such as the process agent in India or the declaration on convictions for a foreign company. Fix: Learn the list in section 380(1) as a numbered checklist (a) to (h) and tick each one.
• Saying ICAI itself prescribes accounting standards under Section 133. Fix: Write that ICAI recommends and the Central Government prescribes. The standards bind companies once notified.
• Saying NFRA prescribes the standards. Fix: NFRA makes recommendations to the Central Government under Section 132(2)(a). The Government prescribes under Section 133.
• Counting thirty days from the date of incorporation abroad. Fix: The period runs from the establishment of the place of business in India.
• Omitting the person resident in India authorised to accept service. Fix: Always list it. It is clause (d), and Section 383 service depends on it.
• Saying that paying additional fee ends all liability. Fix: Always add section 403(2): additional fee is without prejudice to the penalty or punishment under the Act.
• Counting the 30 days for financial statements from the end of the financial year. Fix: Under section 137(1) the 30 days run from the date of the AGM. Only the OPC period runs from the closure of the financial year.

Exam tips

• Begin each answer with the provision and the authority, then the contents, then the facts. This follows the provision-analysis-conclusion pattern.
• Learn section 380(1)(a) to (h) and section 7(1)(a) to (g) as numbered lists, because questions often ask you to enumerate them.
• Always mention time limits and the consequence of default. They are easy marks.
• In drafting questions, write the document with title, parties, date and signature block, not just notes about it.
• Use the names and facts in the question. Generic answers lose marks in case-based papers.
• Write the chain in order: ICAI recommends, NFRA consulted, Central Government prescribes. Examiners look for it.
• In comparison questions, use two columns in words: Section 133 gives the power to prescribe; Section 129 imposes the duty to comply.
• Quote the fine range and the one-year imprisonment limit under Section 129(7) accurately, and name who is liable.