Service Tax Abatement Rate Chart from 01.04.2015

Abatement in Service Tax was First Introduced Vide Principal Notification No. 26/2012-Service Tax, dated 20th June 2012 and subsequently been amended vide Notification No. 2/2013 – Service Tax, dated the 1st March, 2013, Notification No. 9/2013 – Service Tax, Dated: May 8, 2013, Notification No. 08/2014 – Service Tax Dated-11th July, 2014 and Notification No. 8/2015-ST, Dated: March 01, 2015.

By Union Budget 2015 and Notification No. 8/2015-ST, Dated: March 01, 2015 following amendment been made to Abatement Provisions wef 01.04.2015-

Changes made in Service Tax Abatement Provisions with effect from 01/04/2015

1. Transport of goods/ passengers by rail – Hitherto, service tax was payable on 30% of the value of services of rail transport of goods and passengers (with or without accompanied belongings) without any condition. Now, the abatement shall be available subject to the condition that Cenvat credit on inputs, capital goods and input services, used for providing the taxable services has not been taken under CCR, 2004.

2. Goods Transport Agency- Abatement on “Transportation of goods by Goods Transport Agency” was 75% which has now been reduced to 70%.

3. Services provided in relation to chit- Abatement on “Services provided in relation to chit” has been withdrawn.

4. Transport of goods in a vessel- Abatement on “Transportation of goods in a vessel” was 60% which has now been increased to 70%.

5.  Transport of passengers by Air-  Hitherto, an abatement of 60% was provided on taxable services of transport of passengers by air (with or without accompanied belongings). The said abatement continues for economy class travel and in case of other than economy class the abatement has been reduced to 40%.

Service Tax Rate Abatement Chart as Applicable from 01.04.2015 updated with Changes Made Vide Budget 2015 and Notification No. 8/2015-ST, Dated: March 01, 2015.

Table

Sl.No.	Description of taxable service	Percentage		Conditions
		Taxable Value	Abatement
(1)	(2)	(3)	(4)	(5)
1	Services in relation to financial leasing including hire purchase (Refer Note-1)	10	90	Nil.
2	Transport of goods by rail	30	70	CENVAT credit on inputs, capital goods and input services, used for providing the taxable service, has not been taken under the provisions of the CENVAT Credit Rules, 2004
3	Transport of passengers, with or without accompanied belongings by rail	30	70	Same as above
4	Bundled service by way of supply of food or any other article of human consumption or any drink, in a premises ( including hotel, convention center, club, pandal, shamiana or any other place, specially arranged for organizing a function) together with renting of such premises (Refer Note-2)	70	30	(i) CENVAT credit on any goods classifiable under Chapters 1 to 22 of the Central Excise Tariff Act, 1985 (5 of 1986) used for providing the taxable service, has not been taken under the provisions of the CENVAT Credit Rules, 2004.
5	Transport of passengers by air, with or without accompanied belongings in			CENVAT credit on inputs and capital goods, used for providing the taxable service, has not been taken under the provisions of the CENVAT Credit Rules, 2004.
	(i) economy class	40	60
	(ii) other than economy class	60	40
6	Renting of hotels, inns,guest houses, clubs, campsites or other commercial places meant for residential or lodging purposes.	60	40	Same as above.
7	Services of goods transport agency in relation to transportation of goods.	30	70	CENVAT credit on inputs, capital goods and input services, used for providing the taxable service, has not been taken by the service provider under the provisions of the CENVAT Credit Rules, 2004.
8	Services provided in relation to chit	Omitted Vide Notification No. 8/2015-ST, Dated: March 01, 2015
9	Renting of motorcab	40	60	(i) CENVAT credit on inputs and capital goods, used for providing the taxable service, has not been taken under the provisions of the CENVAT Credit Rules, 2004;(ii) CENVAT credit on input service of renting of motorcab has been taken under the provisions of the CENVAT Credit Rules, 2004, in the following manner:(a) Full CENVAT credit of such input service received from a person who is paying service tax on forty percent of the value; or(b) Up to forty percent CENVAT credit of such input service received from a person who is paying service tax on full value;(iii) CENVAT credit on input services other than those specified in (ii) above, has not been taken under the provisions of the CENVAT Credit Rules, 2004.
9A	Transport of passengers, with or without accompanied belongings, by-a. a contract carriage other than motorcab.b. a radio taxi.	40	60	CENVAT credit on inputs, capital goods and input services, used for providing the taxable service, has not been taken under the provisions of the CENVAT Credit Rules, 2004.
10	Transport of goods in a vessel	30	70	Same as above.
11	Services by a tour operator in relation to,-(i) a package tour (Refer Note-4)	25	75	(i) CENVAT credit on inputs, capital goods and input services other than the input service of a tour operator, used for providing the taxable service, has not been taken under the provisions of the CENVAT Credit Rules, 2004.(ii) The bill issued for this purpose indicates that it is inclusive of charges for such a tour.
	(ii) a tour, if the tour operator is providing services solely of arranging or bookingaccommodation forany person in relation to a tour (Refer Note-5)	10	90	(i) CENVAT credit on inputs, capital goods and input services other than the input service of a tour operator, used for providing the taxable service, has not been taken under the provisions of the CENVAT Credit Rules, 2004.(ii) The invoice, bill or challanissued indicates that it is towards the charges for such accommodation.(iii) This exemption shall not apply in such cases where the invoice, bill or challan issued by the tour operator, in relation to a tour, only includes the service charges for arranging or booking accommodation for any person and does not include the cost of such accommodation.
	(iii) any services other than specified at (i) and (ii) above.	40	60	(i) CENVAT credit on inputs, capital goods and input services other than the input service of a tour operator, used for providing the taxable service, has not been taken under the provisions of the CENVAT Credit Rules, 2004.(ii)The bill issued indicates that the amount charged in the bill is the gross amount charged for such a tour.
12.	(Refer Note-3)Construction of a complex, building, civil structure or a part thereof, intended for a sale to a buyer, wholly or partly, except where entire consideration is received after issuance of completion certificate by the competent authority,-			(i) CENVAT credit on inputs used for providing the taxable service has not been taken under the provisions of the CENVAT Credit Rules, 2004;
	(a) for a residential unit satisfying both the following conditions, namely:–(i) the carpet area of the unit is less than 2000 square feet; and (ii) the amount charged for the unit is less than rupees one crore;	25	75	(ii) The value of land is included in the amount charged from the service receiver.
	(b) for other than the (a) above.	30	70

Note-1 For the purposes of exemption at Serial number 1 –

(i) The amount charged shall be an amount, forming or representing as interest, i.e. the difference between the installments paid towards repayment of the lease amount and the principal amount contained in such installments;

(ii) the exemption shall not apply to an amount, other than an amount forming or representing as interest, charged by the service provider such as lease management fee, processing fee, documentation charges and administrative fee, which shall be added to the amount calculated in terms of (i) above.

Note-2. For the purposes of exemption at Serial number 4 –

The amount charged shall be the sum total of the gross amount charged and the fair market value of all goods and services supplied in or in relation to the supply of food or any other article of human consumption or any drink (whether or not intoxicating) and whether or not supplied under the same contract or any other contract, after deducting-

(i) the amount charged for such goods or services supplied to the service provider, if any; and

(ii) the value added tax or sales tax, if any, levied thereon:

Provided that the fair market value of goods and services so supplied may be determined in accordance with the generally accepted accounting principles.

Note-3. For the purposes of exemption at Serial number 12 –

The amount charged shall be the sum total of the amount charged for the service including the fair market value of all goods and services supplied by the recipient(s) in or in relation to the service, whether or not supplied under the same contract or any other contract, after deducting-

(i) the amount charged for such goods or services supplied to the service provider, if any; and

(ii) the value added tax or sales tax, if any, levied thereon:

Provided that the fair market value of goods and services so supplied may be determined in accordance with the generally accepted accounting principles.

Note-4 “package tour” means a tour wherein transportation, accommodation for stay, food, tourist guide, entry to monuments and other similar services in relation to tour are provided by the tour operator as part of the package tour to the person undertaking the tour,

Note-5 “tour operator” means any person engaged in the business of planning, scheduling, organizing, arranging tours (which may include arrangements for accommodation, sightseeing or other similar services) by any mode of transport, and includes any person engaged in the business of operating tours,

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Reverse and Partial Reverse Mechanism Chart from 01.04.2015

Reverse Mechanism and Partial Reverse Mechanism in Service Tax was First Introduced Vide Principal Notification No. 30/2012-Service Tax Dated- 20^th June, 2012  and subsequently been amended vide Corrigendum Notification [F. No.334/1/2012 -TRU], dated 29-6-2012, Notification No. 45/2012-Service Tax, dated 7th August, 2012 , Notification No. 10/2014-Service Tax Dated- 11th July, 2014 and Notification No.7/2015-Service Tax, Dated- 1^st March, 2015.

After Considering all these Notifications We have Compiled The Reverse and Partial Reverse Mechanism Chart as Applicable from 01.04.2015-

Reverse and Partial Reverse Mechanism Chart with effect from 01.04.2015  and The extent of service tax payable thereon by the person who provides the service and any other person liable for paying service tax for the taxable services 

Table

Sl. No.	Description of a service	Percentage of service tax payable by the person providing service	Percentage of service tax payable by any person liable for paying service tax other than the service provider
(1)	(2)	(3)	(4)
1	in respect of services provided or agreed to be provided by an insurance agent to any person carrying on insurancebusiness	Nil	100%
1A	in respect of services provided or agreed to be provided by a recovery agent to a banking company or a financial institution or a non-banking financial company (Effective from 01.04.2015)	Nil	100%
1B.	in respect of services provided or agreed to be provided by a mutual fund agent or distributor, to a mutual fund or asset management company (Effective from 01.04.2015)	Nil	100%
1C.	in respect of service provided or agreed to be provided by a selling or marketing agent of lottery tickets to a lottery distributor or selling agent	Nil	100%
2	in respect of services provided or agreed to be provided by a goods transport agency in respect of transportation of goods by road to Company, Partnership Firm, Registered Factory, Registered Society, co-operative society, AOP, LLP, Person Registered Under Central Excise Act, 1944 including Excise Dealers	Nil	100%
3	in respect of services provided or agreed to be provided by way of sponsorship to anybody corporate or partnership firm	Nil	100%
4	in respect of services provided or agreed to be provided by an arbitral tribunal to any Business entity	Nil	100%
5	in respect of services provided or agreed to be provided by individual advocate or a firm of advocates by way of legal services to any Business entity	Nil	100%
5A	in respect of services provided or agreed to be provided by a director of a company or a body corporate to the said company or the body corporate	Nil	100%
6	in respect of services provided or agreed to be provided by Government or local authority excluding,- (1) renting of immovable property, and (2) services specified in sub-clauses (i), (ii) and (iii) of clause (a) of section 66D of the Finance Act,1994 to any Business Entity	Nil	100%
7	(a) in respect of services provided or agreed to be provided by way of renting of a motor vehicle designed to carry passengers on abated value to any person who is not engaged in the similar line of business by individual, HUF, firm or AOP to Body Corporate	Nil	100%
	(b) in respect of services provided or agreed to be provided by way of renting of a motor vehicle designed to carry passengers on non abated value to any person who is not engaged in the similar line of business by individual, HUF, firm or AOP to Body Corporate (Revised wef 01.10.2014)	50%	50%
8.	in respect of services provided or agreed to be provided by way of supply of manpower for any purpose orsecurity services by individual, HUF, firm or AOP to Body Corporate	Nil	100%
9.	in respect of services provided or agreed to be provided in service portion in execution of works contract by individual, HUF, firm or AOP to Body Corporate	50%	50%
10	in respect of any taxable services provided or agreed to be provided by any person who is located in a non-taxable territory and received by any person located in the taxable territory	Nil	100%
11.	in respect of any service provided or agreed to be provided by a person involving an aggregator in any manner to any Business Entity(Effective from 01.03.2015)	Nil	100%

Explanation-I. – The person who pays or is liable to pay freight for the transportation of goods by road in goods carriage, located in the taxable territory shall be treated as the person who receives the service for the purpose of this notification.

Explanation-II. – In works contract services, where both service provider and service recipient is the persons liable to pay tax, the service recipient has the option of choosing the valuation method as per choice, independent of valuation method adopted by the provider of service.

Explanation-III. Hitherto, support services provided by a Government/Local authority to any  business entity was subject to 100% reverse charge. The scope of reverse charge has now been  extended in case of all services provided by the Government/Local authority to such business  entities. The exclusion from reverse charge on renting of immovable property and some specified services of Sec. 66D of the Act shall continue.

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APPOINTMENT OF AUDITOR

Notice of Appointment of auditor by the company

Form to be filed

Time limit

To be filed with

Documents required to be filed

ADT-1

Within 15 days of the meeting in which the auditor is appointed.

Registrar

The first auditor of a company, other than a Government company, is appointed by directors within 30 days from the date of incorporation. In case of failure by board, by members within 90 days at an extraordinary general meeting and such auditor shall hold office till the conclusion of the first annual general meeting. [ section 139(6)] Every company shall, at the first annual general meeting, appoint an individual or a firm as an auditor who shall hold office from the conclusion of that meeting till the conclusion of its sixth annual general meeting provided appointment shall be ratified by members at every annual general meeting.[section 139(1)] Attachments Board Resolution Copy of the intimation sent by the company Certified true copy of resolution passed in the annual general meeting Certified true copy of special resolution passed in the extraordinary general meeting along with explanatory statement. Written consent of the auditor Certificate from auditor that eligible for appointment and is not disqualified for appointment under the Act, the Chartered Accountant Act,1949 and the rules or regulation made there under.  The proposed appointment is as per the term provided under the Act The proposed appointment is within the limit laid down by or under the authority of the Act The list of proceedings against the auditor or audit firm or any partner of the audit firm pending with respect to professional matters of conduct, as disclosed in the certificate, is true and correct.

MGT-14

N.A

Registrar

In case of failure by board to appoint auditor, by members within 90 days at an Extraordinary General Meeting and such auditor shall hold office till the conclusion of the first annual general meeting. Attachments Copy of resolution

CA.THOMAS K.GEORGE

MANAGING PARTNER

THOMAS AND ASSOCIATES

CHARTERED ACCOUNTANTS

MOOLAIPARAMBIL ATM CHAMBERS

OPP.RMS,RAILWAY STATION ROAD

KOTTAYAM-686001

KERALA-INDIA.

MOB.919447773937

LAND.04812300496/2303766

www.thomasandassociatesindia.com

SHIFTING OF REGISTERED OFFICE

PROVISIONS AND PROCEDURES UNDER COMPANIES ACT, 2013

Companies Act mandate every company registered under it to have a Registered Office. Provisions regarding registered office of a company are primarily contained in Section 12 of the Companies Act, 2013.

PROLOGUE

As per Section 12, every company is required on and from the 15th day of its incorporation and at all times thereafter to have a registered office which is capable of receiving and acknowledging all communications and notices as may be addressed to it.

Companies are also required to furnish a verification of their registered office to the Registrar of Companies (ROC) within 30 days of the incorporation in the manner contained in the Rule 25 of Companies (Incorporation) Rules, 2014.

After incorporation, whenever there is a change in the registered office of the company then, a notice of the change of the registered office along with a verification of the registered office in the manner contained in Rule 27 of Companies (Incorporation) Rules, 2014, needs to be filed with the ROC within 15 days of each change.

The State in which the Registered Office of the Company will be situated is required to be mentioned in the Memorandum of Association of the Company and accordingly, any change in the State in which registered office will be situated calls for an alteration of the Memorandum of Association of the Company.

PROVISIONS AND PROCEDURES RELATING TO SHIFTING OF

REGISTERED OFFICE

For the purpose of understanding the provisions relating to shifting of Registered

Office, the types of shifting can be bifurcated as

A.

SHIFTING OF REGISTERED OFFICE WITHIN THE LOCAL LIMITS OF THE CITY, TOWN OR VILLAGE WHERE THE REGISTERED OFFICE IS ORIGINALLY SITUATED

Whenever there is a change in the registered office of the company then, a notice of the change of the

registered office along with a verification of the registered office needs to be filed with the ROC

within 15 days of each change.

Section and Rule Applicable

Section 12 read with Rule 27 of Companies (Incorporation) Rules, 2014

Nature of Approval Required:

Board of Directors

Shifting of Registered Office

Within the local limits of the city, Town or Village 

Outside the local limits of the City ,Town or Village

(within the same State) and within the jurisdiction of the same ROC

Outside the local limits of the City, Town or Village

(within the same State) but from the jurisdiction of one ROC to another

From one State to Another

For Example

Shifting of Registered office from Nungambakkam in Chennai to Anna Nagar in Chennai

E-form to be filed

INC 22

Supporting Documents Required

There shall be attached to e-Form, any of the following documents, namely:-

• the registered document of the title of the premises of the registered office in the name of the company; or

• the notarized copy of lease or rent agreement in the name of the company along with a copy of rent paid receipt not older than one month;

• the authorization from the owner or authorized occupant of the premises along with proof of ownership or occupancy authorization, to use the premises by the company as its registered office; and

• the proof of evidence of any utility service like telephone, gas, electricity, etc. depicting the address of the premises in the name of the owner or document, as the case may be, which is not older than two months.

Time limit within which the form has to be filed

Within 15 days of the change

Mode of Filing and payment

Form has to be filed electronically on the MCA website under the digital signature of any one Director of Company Secretary of the Company and the filing fees also needs to be paid electronically at the time of filing itself.

Filing fees

As per The Companies (Registration offices and fees) Rules, 2014, the normal filing fees, in case of company have share capital

Nominal Share Capital Fee applicable

Less than 1,00,000 Rupees 200

1,00,000 to 4,99,999 Rupees 300

5,00,000 to 24,99,999 Rupees 400

25,00,000 to 99,99,999 Rupees 500

1,00,00,000 or more Rupees 600

In case of company not having share capital – Rs. 200/-

Additional fees

Period of delay Rate of Additional Fees

Up to 30 days 2 times of normal fees

More than 30 days and up to 60 days 4 times of normal fees

More than 60 days and up to 90 days 6 times of normal fees

More than 90 days and up to 180 days 10 times of normal fees

More than 180 days 12 times of normal fees

Certification requirements

Form has to be certified by a Practising Chartered Accountant, Company Secretary or Cost Accountant.

SHIFTING OF REGISTERED OFFICE OUTSIDE THE LOCAL LIMITS OF THE CITY, TOWN OR VILLAGE WHERE THE REGISTERED OFFICE IS ORIGINALLY SITUATED AND WITHIN THE JURISDICTION OF SAME ROC

Section and Rule Applicable

Section 12 read with Rule 27 of Companies (Incorporation) Rules, 2014

Nature of Approval Required:

Member’s approval by means of special resolution

E-forms to be filed

INC 22 For shifting of Registered Office

MGT 14 For special resolution

Supporting Documents Required

There shall be attached to e-Form, any of the following documents, namely:-

• the registered document of the title of the premises of the registered office in the name of the company; or

• the notarized copy of lease or rent agreement in the name of the company along with a copy of rent paid receipt not older than one month;

• the authorization from the owner or authorized occupant of the premises along with proof of ownership or occupancy authorization, to use the premises by the company as its registered office; and

• the proof of evidence of any utility service like telephone, gas, electricity, etc. depicting the address of the premises in the name of the owner or document, as the case may be, which is not older than two months.

Time limit within which the form has to be filed

INC 22 Within 15 days of the change

MGT 14 Within 30 days of passing of special resolution

Mode of Filing and payment

Forms have to be filed electronically on the MCA website under the digital signature of any one Director of Company Secretary of the Company and the filing fees also needs to be paid electronically at the time of filing itself.

Filing fees (for both the forms)

As per The Companies (Registration offices and fees) Rules, 2014, the normal filing fees, in case of company have share capital

Nominal Share Capital Fee applicable

Less than 1,00,000 Rupees 200

1,00,000 to 4,99,999 Rupees 300

5,00,000 to 24,99,999 Rupees 400

25,00,000 to 99,99,999 Rupees 500

1,00,00,000 or more Rupees 600

For Example

Shifting of Registered Office from Chennai, Tamilnadu (ROC, Chennai) to Madurai, Tamilnadu (ROC, Chennai)

In case of company not having share capital – Rs. 200/-

Additional fees

Period of delay Rate of Additional Fees

Up to 30 days 2 times of normal fees

More than 30 days and up to 60 days 4 times of normal fees

More than 60 days and up to 90 days 6 times of normal fees

More than 90 days and up to 180 days 10 times of normal fees

More than 180 days 12 times of normal fees

Certification requirements

Forms have to be certified by a Practising Chartered Accountant, Company Secretary or Cost Accountant.

SHIFTING OF REGISTERED OFFICE OUTSIDE THE LOCAL LIMITS OF THE CITY, TOWN OR VILLAGE WHERE THE REGISTERED OFFICE IS ORIGINALLY SITUATED AND FROM THE JURISDICTION OF ONE ROC TO ANOTHER

Section and Rule Applicable

Section 12 read with Rule 28 of Companies (Incorporation) Rules, 2014.

Nature of Approval Required:

Member’s approval by means of special resolution and Regional Director’s approval.

E-form to be filed

MGT 14 For special resolution

GNL 1 For filing copy of application to ROC

INC 23 For seeking approval of Regional Director

INC 28 For filing copy of RD order with ROC

INC 22 For shifting of Registered Office

Procedure to be followed

• Pass Special Resolution seeking members’ approval for shifting of registered office. Form MGT-14 to be filed within 30 days.

• At least one month before filing application with Regional Director - to publish a notice, at least once in a daily newspaper published in English and in the principal language of that district in which the registered office of the company is situated and to serve individual notice on each debenture holder, depositor and creditor of the company.

For Example

Shifting of Registered Office from Chennai, Tamilnadu (ROC, Chennai) to Coimbatore, Tamilnadu (ROC, Coimbatore)

The newspaper advertisement/notice to creditors should state that any person whose interest is likely to be affected by the proposed alteration of the memorandum may intimate his nature of interest and grounds of opposition to the Regional Director with a copy to the company within 21 days of the date of publication of that notice.

• Draw up the application and file form INC 23, supported by following documents

o Copy of minutes of meeting in which special resolution has been passed

o Copy of Memorandum of Association

o Notice convening the general meeting along with explanatory statement

o Extract of special resolution passed by members approving the change of registered office

o Copies of advertisement published

o Copies of notice sent to creditors, debenture holder, depositor along with dispatch proof

o Particulars of objections received;

o Any attachment to support the details of prosecution filed against the company and its officers in default, if any

• File a copy of the application to ROC in form GNL 1

• File copy of RD order with ROC in form INC 28.

• Once the order is passed by the RD, approving shifting of the registered office, file form INC 22 with both the ROCs, supported by the following documents:

o the registered document of the title of the premises of the registered office in the name of the company; or

o the notarized copy of lease or rent agreement in the name of the company along with a copy of rent paid receipt not older than one month;

o the authorization from the owner or authorized occupant of the premises along with proof of ownership or occupancy authorization, to use the premises by the company as its registered office; and

o the proof of evidence of any utility service like telephone, gas, electricity, etc. depicting the address of the premises in the name of the owner or document, as the case may be, which is not older than two months.

o Copy of order passed by RD.

Time limit within which the form has to be filed

MGT 14 Within 30 days of passing special resolution

GNL 1 Simultaneously with filing of form INC 23

INC 23 At least 1 month after serving notice to creditors and publication of newspaper  advertisement

INC 28 Within 30 days of order passed by RD

INC 22 Within 60 days of order passed by RD

Mode of Filing and payment

Forms have to be filed electronically on the MCA website under the digital signature of any one Director of Company Secretary of the Company and the filing fees also needs to be paid electronically at the time of filing itself.

Filing fees (For forms INC 22, INC 28 and MGT 14)

As per The Companies (Registration offices and fees) Rules, 2014 In case of company have share capital

Nominal Share Capital Fee applicable

Less than 1,00,000 Rupees 200

1,00,000 to 4,99,999 Rupees 300

5,00,000 to 24,99,999 Rupees 400

25,00,000 to 99,99,999 Rupees 500

1,00,00,000 or more Rupees 600

In case of company not having share capital – Rs. 200/-

Additional fees

Period of delay Rate of Additional Fees

Up to 30 days 2 times of normal fees

More than 30 days and up to 60 days 4 times of normal fees

More than 60 days and up to 90 days 6 times of normal fees

More than 90 days and up to 180 days 10 times of normal fees

More than 180 days 12 times of normal fees

Filing fees (For form GNL 1 and INC 23)

Application made   Other than OPC & Small company   | OPC & Small company

(i) By a company having an authorized share capital of:

a) Up to Rupees 25,00,000      2000   1000

b) Above Rupees 25,00,000 but up to Rupees 50,00,000      5000     1500

c) Above Rupees 50,00,000 but up to Rupees 5,00,00,000    10000     NA

d) Above Rupees 5,00,00,000 but up to Rupees 10 crore or more     15000     NA

e) Above Rupees 10 crore             20000     NA

(ii) By a company limited by guarantee but not having a share capital

2000 N/A

(iii) By a company having a valid license issued under section 8 of the Act (Section 8 Company)

2000 N/A

Certification requirements

Forms have to be certified by a Practising Chartered Accountant, Company Secretary or Cost Accountant.

.

SHIFTING OF REGISTERED OFFICE FROM ONE STATE OR UNION TERRITORY TO ANOTHER

Section and Rule Applicable

Section 13 read with Rule 30 of Companies (Incorporation) Rules, 2014

Nature of Approval Required:

Member’s approval by means of special resolution and Regional Director’s approval

E-form to be filed

MGT 14 For special resolution

GNL 1 For filing copy of application to ROC

INC 23 For seeking approval of Regional Director

INC 28 For filing copy of RD order with ROC

INC 22 For shifting of Registered Office

Procedure to be followed

• Pass Special Resolution seeking members’ approval for shifting of registered office.

Form MGT-14 to be filed within 30 days.

• Draw up the application supported by following annexures:

o a copy of the memorandum and articles of association;

o a copy of the notice convening the general meeting along with relevant

Explanatory Statement;

o a copy of the special resolution sanctioning the alteration by the members of the company;

o a copy of the minutes of the general meeting at which the resolution authorizing such alteration was passed, giving details of the number of votes cast in favor

or against the resolution;

o an affidavit verifying the application;

o the list of creditors and debenture holders entitled to object to the application;

o an affidavit verifying the list of creditors;

o the document relating to payment of application fee;

o a copy of board resolution or Power of Attorney or the executed Vakalatnama, as the case may be.

o a list of creditors and debenture holders, drawn up to the latest practicable date preceding the date of filing of application by not more than one month, setting forth the following details, namely:-

• the names and address of every creditor and debenture holder of the company;

For Example

Shifting of Registered Office from Chennai, Tamilnadu (ROC, Chennai) to Bangalore, Karnataka

(ROC, Bangalore)

• the nature and respective amounts due to them in respect of debts, claims or liabilities

o an affidavit, signed by the Company Secretary of the company, if any and not less than two directors of the company, one of whom shall be a managing director, where there is one, to the effect that they have made a full enquiry into the affairs of the company and, having done so, have formed an opinion that the list of creditors is correct, and that the estimated value as given in the list of the debts or claims payable on a contingency or not ascertained are proper estimates of the values of such debts and claims and that there are no other debts of or claims against the company to their knowledge.

o an affidavit from the directors of the company that no employee shall be retrenched as a consequence of shifting of the registered office from one state to another state

• File an application to the Chief Secretary of the concerned State Government or the Union territory for giving notice of the proposed shifting of registered office.

• Keep a duly authenticated copy of the list of creditors at the registered office of the company so that any person desirous of inspecting the same may, at any time during the ordinary hours of business, inspect and take extracts from the same on payment of a sum not exceeding ten rupees per page to the company.

• File a copy of the application along with all annexures to ROC in form GNL 1.

• File form INC 23 to Regional Director supported by the application and all annexure as stated above and a copy of the acknowledgment of service of a copy of the application with complete annexures to the Registrar (challan of form GNL 1) and Chief Secretary of the State Government or Union territory where the registered office is situated at the time of filing the application.

• At least 14 days before the date of hearing given by Regional Director - to advertise the application in the Form No.INC.26 in a vernacular newspaper in the principal vernacular language in the district in which the registered office of the company is situated, and at least once in English language in an English newspaper circulating in that district;

to serve, by registered post with acknowledgement due, individual notice(s), on each debenture-holder and creditor of the company; and to serve, by registered post with acknowledgement due, a notice together with the copy of the application to the Registrar and to the Securities and Exchange

Board of India, in the case of listed companies and to the regulatory body, if the company is regulated under any special Act or law for the time being in force.

The newspaper advertisement/notice to creditors should state that any person whose interest is likely to be affected by the proposed alteration of the memorandum may intimate his nature of interest and grounds of opposition to the Regional Director with a copy to the company within 21 days of the date of publication of that notice.

• File copy of RD order with ROC in form INC 28.

• Once the order is passed by the RD, approving shifting of the registered office, file form INC 22 with both the ROCs, supported by the following documents:

o the registered document of the title of the premises of the registered office in the name of the company; or

o the notarized copy of lease or rent agreement in the name of the company along with a copy of rent paid receipt not older than one month;

o the authorization from the owner or authorized occupant of the premises along with proof of ownership or occupancy authorization, to use the premises by the company as its registered office; and

o the proof of evidence of any utility service like telephone, gas, electricity, etc. depicting the address of the premises in the name of the owner or document, as the case may be, which is not older than two months.

o Copy of order passed by RD.

Time limit within which the form has to be filed

MGT 14 Within 30 days of passing special resolution

GNL 1 Simultaneously with filing of form INC 23

INC 23 At least 1 month after serving notice to creditors and publication of newspaper advertisement

INC 28 Within 30 days of order passed by RD

INC 22 Within 60 days of order passed by RD

Mode of Filing and payment

Forms have to be filed electronically on the MCA website under the digital signature of any one Director of Company Secretary of the Company and the filing fees also needs to be paid electronically at the time of filing itself.

Filing fees (For forms INC 22, INC 28 and MGT 14)

As per The Companies (Registration offices and fees) Rules, 2014

In case of company have share capital

Nominal Share Capital Fee applicable

Less than 1,00,000 Rupees 200

1,00,000 to 4,99,999 Rupees 300

5,00,000 to 24,99,999 Rupees 400

25,00,000 to 99,99,999 Rupees 500

1,00,00,000 or more Rupees 600

In case of company not having share capital – Rs. 200/-

Additional fees

Period of delay Rate of Additional Fees

Up to 30 days 2 times of normal fees

More than 30 days and up to 60 days 4 times of normal fees

More than 60 days and up to 90 days 6 times of normal fees

More than 90 days and up to 180 days 10 times of normal fees

More than 180 days 12 times of normal fees

Filing fees (For form GNL 1 and INC 23)

Application made      Other than OPC &  Small company      OPC & Small company

(i) By a company having an authorized share capital of:

a) Up to Rupees 25,00,000             2000              1000

b) Above Rupees 25,00,000 but up to Rupees 50,00,000   5000        1500

c) Above Rupees 50,00,000 but up to Rupees 5,00,00,000     10000     NA

d) Above Rupees 5,00,00,000 butup to Rupees 10 crore or more    15000       NA

e) Above Rupees 10 crore       20000     NA

(ii) By a company limited by guarantee but not having a share capital

2000 N/A

(iii) By a company having a valid license issued under section 8 of the Act (Section 8 Company)

2000 N/A

Certification requirements

Forms have to be certified by a Practising Chartered Accountant/Cost Accountant/Company  Secretary

CA.THOMAS K.GEORGE

MANAGING PARTNER

THOMAS AND ASSOCIATES

CHARTERED ACCOUNTANTS

MOOLAIPARAMBIL ATM CHAMBERS

OPP.RMS,RAILWAY STATION ROAD

KOTTAYAM-686001

KERALA-INDIA.

MOB.919447773937

LAND.04812300496/2303766

www.thomasandassociatesindia.com