COMPOUNDING OR CONDONING DELAY UNDER SECTION 141 AT OFFICE OF REGIONAL DIRECTOR

Pursuant to notification issued by Central Government in official Gazette dated 10.07.2012, some of the powers under Companies Act, 1956 have been delegated to Regional Director. Some of the major powers are Shifting of Registered office of the Company from one state to another under section 17, Rectification of the name of a company under section 22, Rectification by central government of register of charges under section 141 for registration of charge, Approval of Contracts under section 297 (1) etc. The list is provided in the notification attached herewith. 

Most common section for which we need to refer to this circular from practicing Company Secretary's point of view is section 141 i.e Rectification by central government of register of charges under section 141 of creation/modification or satisfaction of charges. 

According to Section 125 of Companies Act, 1956 every charge, creation, modification & satisfaction thereof needs to be registered with Registrar of Companies under whose jurisdiction Company is registered in e form No. 8 

The time given for registration is 30 days from the date on which charge is created or modified. The Company can also file charge with the delay of 30 more days with payment of additional fees. However in case of registration of satisfaction of charges the benefit of additional time is not available and we need to file form 17 for satisfaction of charge within 30 days only, from the date on which the Company has paid off entire loan amount and loan account is closed by the bank. The Computation of 30 days usually starts from the date on which Company receives the due clearance letter from the Bank. 

When the Company fails to file form 8 or 10 or 17 respectively we need to get the delay condoned as per provisions of section 141 of Companies Act, 1956  by making application to Regional Director. Earlier this power was vested in Company Law Board, but now pursuant to notification issued by central government in official gazette on 10.07.2012 this power is delegated to Regional Director. 

For this purpose the Company needs to file form no. 24AAA. In this form Company needs to attach following Documents;

1. Scanned Copy of Petition 
2. Memorandum of Appearance
3. Copy of Challan for Form 8/10/17
4. Affidavit from Director to verify the petition.
5. CTC of Board Resolution, authorizing director to make petition. 

Once the Form is filed the Regional Director will approve the form if everything is in order and ask the Company to pay additional fees by issuing order for condoning delay. 

Once the Additional Fees is paid the Company needs to file form 21 for filing order of Regional Director with Registrar of Companies within 60 days from the date of issue of order by Regional Director. 

Following is the format of Petition for condoning delay with Regional Director. 

"Annexure 'E'

"FORM 1

(See rule 6B, 6C and 6D)

[Form for filing petitions to the Central Government (Regional Director)

(pursuant to section 17, 141 and 188 of the Companies Act, 1956)]

BEFORE THE REGIONAL DIRECTOR, MUMBAI

IN THE MATTER OF THE COMPANIES ACT, 1956, SECTION 141

IN THE MATTER OF (Name of Company)

(Company registered under the Companies Act, 1956 and it registered office ____________)

(Petitioner)

Versus

REGISTRAR OF COMPANIES, (Name and Address), 

(Respondent)

01.	DETAILS OF PETITION Basic Details of the Company
02.	Particulars of the petitioner(s) (need not be stated where company is the petitioner) (Name, description, father's /husband's name, occupation, capacity, i.e. qua shareholder, qua depositor and address of the petitioner(s).
03.	Particulars of respondent(s) need not be stated where company is the respondent) (Name, description, father's /husband's name, occupation, capacity, i.e. qua shareholder, qua depositor and address of the petitioner(s).
04.	JURISDICTION OF THE REGIONAL DIRECTOR/ REGISTRAR OF COMPANIES The petitioner declares that the subject matter of the petition is within the jurisdiction of the Regional Director, Mumbai.
05.	LIMITATION The petitioner further declares that the petition is within the limitation laid down in Section 141of the Companies Act, 1956.
06.	Contentions of the Petitions
07.	MATTERS NOT PREVIOUSLY FILED OR PENDING WITH ANY OTHER COURT. The petitioner further declares that it had not previously filed any application, writ petition or suit regarding the matter in respect of which this petition has been made, before any court of law or any other authority or any other Bench or the Board and not any such application, writ petition or suit is pending before any of them.
08.	RELIEF(S) SOUGHT. In view of the facts mentioned in Para 6 above, the petitioner prays for the following relief(s):
09.	Interim order, if any, prayed for. Pending final decision on the petition, the petitioner seeks issue of the following interim order: (Give here the nature of the interim order prayed for with  reasons) NOT APPLICABLE

10.	LIST OF ENCLOSURES (See rule 6 F )

For (NAME OF COMPANY)

     (DIRECTOR)

   

INVESTORS EDUCATION AND PROTECTION FUND

INTRODUCTION: 

While Policymakers must make rules and regulations for fair play and equal opportunities, the real onus lies with the investors for it's optimum utilization and therefore Investor education  is at core heart of healthy market  One of the key challenges to the securities market regulators in India is protection and education of investors and making them aware about market, Corporate  different investment avenues, their merits and illegal transactions. The role of Market regulators is not only to protect the investors but also to provide them platform where, they can understand the grievances and remedies available to them.

The Investors Education and Protection Fund (Awareness and protection of Investors) Rules, 2001 and Section 205 C of Companies Act, 1956 provides for the establishment of Investors Education and Protection Fund. 

Fund shall comprise of following amounts: 

• Amounts in unpaid dividend account.

• Application Money received due for Refund.

• Matured Deposits with Company.

• Matured Debentures with Company.

• Interest accrued on above

• Grants of Govt. given to fund

• Amount of interest Income on investment of fund.

Provided that the amounts mentioned in first 4 above shall not be credited by the Company to IEPF, unless and until the same has remained unclaimed and unpaid for a period of 7 years from the date on which they become due for payment to investors. Company need to make payment and furnish details of the same in form 1 of Investors education and protection fund.

ANNUAL COMPLIANCE: 

The Companies who have outstanding amounts as specified in section 205 C of Companies act, 1956 are required to file a statement of the details in that regard in e Form No. 5 INV within 90 days from the Conclusion of Annual General Meeting.

After Filing form 5 INV we need to file excel file containing details of Investors of the Company within 14 days of Challan date of form 5 INV. Following details to be given in the excel file.

1. Investor First Name
2. Investor Middle Name.
3. Investor Last Name
4. Father/Husband First Name
5. Father/Husband Second Name
6. Father/Husband Last Name
7. Address
8. Country
9. State
10. District.
11. Pin code.
12. Folio Number
13. Investment Type

COMMITTEE FOR ADMINISTRATION OF FUND:

Pursuant to Rule 7 of The Investors Education and Protection Fund (Awareness and protection of Investors) Rules, 2001, committee has been established for the purpose of administration of fund and it's application for the purposes set forth in the rules. Some of the major area of work for IEPF is;

1. The Committee shall recommend the following activities relating to investors’ education, awareness and protection:
2. Education Programs through Media;
3. Organizing Seminars and Symposia;
4. Proposals for registration of Voluntary Associations or Institution or other Organizations engaged in investor Education and protection activities;
5. Proposals for projects for Investors Education and Protection including research activities and proposals for financing such projects;
6. Coordinating with institutions engaged in Investor Education, awareness, and protection activities.The Committee may also be entrusted with such other functions for carrying out the objects for which the Fund has been established.
7. The Committee may appoint one or more sub-committees whenever it considers necessary to facilitate efficient and speedy discharge of its functions. 
8. Sub-committee shall be constituted from amongst the members.
9. The Chairperson of the Committee may nominate any one of the members of the sub-committee as its convenor and where no such nomination has been made, the members of the sub-committee elect a convenor amongst themselves.
10. The Committee may have Sub-Committee to examine the end use of grants and assistance and recommend release of funds.  

The Committee shall meet and decide from time to time about various aspects of Investor's Awareness. The Committee shall also be eligible to register various associations and institutions who are engaged in holding investor's awareness program and taking other initiatives with respect to investor's education. 

For the purpose of registration applicants need to file form 3 along with other particulars as required. Whereas Application for release of funds for the activities listed in Rule 7(i) from the organizations or Institutes registered with the Department of Company Affairs shall be made in Form 4. 


A copy of the summary or recommendations of the seminar or program conducted and copy of Accounts for such activity by such organisation e.g. registered associations or chambers of commerce or institutes shall be provided to the Committee within ten days of the conclusion of the seminar or program.

There have been many initiatives on the part of SEBI and other regulatory authorities in this regard for protection and promotion of Investors rights. Wise investors are the requirement of healthy securities market. Online systems and optimum disclosures are other initiatives in this regard, however, the ultimate person for optimum utilization of this facilities will remain the investor himself.