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Share Application Money Pending Allotment to be reported to ROC in Form 5 INV

A brief analysis of the provisions of Investor Education and Protection Fund and the rules made there under. As the companies are receiving notices from ROC for non-filing of Form5 INV the following are the compliances required for avoiding the non-compliance.

The Investors Education & Protection Fund (IEPF) rules make it mandatory to file Form 5 INV in the following cases:

(a) Amount of Unclaimed and unpaid dividend
(b) Amount of application moneys received and due for refund
(c) Amount of matured deposits
(d) Amount of matured debentures
(e) Interest accrued on the amounts referred to in clause (a) to (d) above

Rule 3 of IEPF (Uploading of Information regarding unpaid and unclaimed amount lying with companies) Rules, 2012, defines this. Every company shall, within a period of 90 days after holding its AGM or the date on which it should have been held and every year thereafter till completion of 7 years, identify the unclaimed amounts, separately furnish and upload on its website and also on Ministry™s website the details of the said amount. These details shall be furnished by way of filing of Form 5 INV separately for each year containing the following information:

  • Names and last known addresses of the persons entitled to receive the sum;
  • Nature of the amount;
  • Amount to which each person is entitled;

Analysis:

  • Due for Payment was not define under the Companies Act, 1956 but now it has been expressly defined under the Companies Act, 2013 and as per the provisions of the new act, the share application money shall be refunded within 15 days from the expiry of 60 days from the date of receipt of application money.
  • Amount to IEPF shall be transferred only after the expiry of 7 years from the date it becomes it.
  • If such money has already been refunded then the form is not required to be filed with the Registrar of Companies.
  • In the cases where such money is refunded or allotted before the commencement of the Act then Form INV 5 has to be filed with the Registrar of Companies and Return of allotment in the case of allotment of shares.

Conversion of share application money pending allotment before 31.03.2014:

  • The amount also cannot be converted to loan as the Companies Act, 2013 does not permit the conversion or adjustment of such money and Company has to mandatorily refund that application money within 15 days of the date of completion of sixty days.
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eMinds Legal is a Corporate Law Firm based in Gurgaon, India specializing in Corporate Legal, Corporate Secretarial and Compliance. The Firm comprises of a team of Corporate Lawyers and Company Secretaries with in-depth subject matter knowledge and participative industry experience of over 15 years.

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