Registers, etc., to be Evidence. Section 95 Companies Act, 2013

 

The registers, their indices and copies of annual returns maintained under sections 88 and 94 shall be prima facie evidence of any matter directed or authorised to be inserted therein by or under this Act.

Registers & Indices maintained under Section 88 (e.g., Register of Members, Register of Debenture Holders, and Register of Other Security Holders).

Copies of Annual Returns maintained under Section 94 (place of keeping and inspection of returns).

          Nature of "Prima Facie Evidence":

Entries made in these registers/returns are presumed legally true and correct on the face of it, without requiring immediate independent proof.

It shifts the burden of proof onto the person claiming otherwise.

             Rebuttable Presumption:

"Prima facie" does not mean absolute or conclusive proof. It remains valid evidence in court or tribunal proceedings until proven incorrect by strong, contrary evidence

 

EPFO opens amnesty scheme applications source Economic Times

 

Exempted Trust under EPFO may regularise their status under Amnesty Scheme, 2026, says the retirement fund body

 

The Employees’ Provident Fund Organisation (EPFO), on Sunday, said the establishments operating exempted provident fund (PF) trusts can regularise their status under the Amnesty Scheme, 2026, over next months starting from June 29,2026.

The scheme applies to establishments that have been operating a PF Trust recognized under the Income Tax Act, 1961, but do not possess a formal exemption notification from the appropriate government, central government or state government, as the case may be, it said.
Establishments seeking retrospective trust regularization which have already started compliance as an un-exempted establishment or are opting for prospective compliance as an un-exempted establishment will be eligible under the scheme.
Even establishments that choose to continue operating as exempted establishments under the Code of Social Security, 2020 can seek retrospective trust regularization under the amnesty scheme.

EPFO has introduced the Amnesty Scheme, 2026, providing a one-time opportunity for establishments operating exempted Provident Fund (PF) Trusts recognised under the Income Tax Act, 1961 to regularise their status.

Recognition under the Income Tax Act, 2025 shall be available only to provident funds that have obtained exemption under Section 17 of Employees' Provident Fund & Misc. Provisions Act, 1952. Amnesty shall be granted to such establishments retrospectively under Section 17 of the Act and Section 143 of the Code on Social Security, 2020

Establishments seeking regularisation will be eligible for a waiver of minimum employee headcount and corpus size under the Code on Social Security, 2020 while pending assessments for dues, damages, and interest will be withdrawn, provided member accounts received interest and contributions at par with or better than statutory rates.

Section 96 Annual General Meeting as per Companies Act 2013

 (1) Every company other than a One Person Company shall in each year hold in addition to any other meetings, a general meeting as its annual general meeting and shall specify the meeting as such in the notices calling it, and not more than fifteen months shall elapse between the date of one annual general meeting of a company and that of the next:

Provided that in case of the first annual general meeting, it shall be held within a period of nine months from the date of closing of the first financial year of the company and in any other case, within a period of six months, from the date of closing of the financial year :

Provided further that if a company holds its first annual general meeting as aforesaid, it shall not be necessary for the company to hold any annual general meeting in the year of its incorporation:

Provided also that the Registrar may, for any special reason, extend the time within which any annual general meeting, other than the first annual general meeting, shall be held, by a period not exceeding three months.

2&3[(2) Every annual general meeting shall be called during business hours, that is, between 9 a.m. and 6 p.m. on any day that is not a National Holiday and shall be held either at the registered office of the company or at some other place within the city, town or village in which the registered office of the company is situate:

4[Provided that annual general meeting of an unlisted company may be held at any place in India if consent is given in writing or by electronic mode by all the members in advance:

Provided further that] the Central Government may exempt any company from the provisions of this sub-section subject to such conditions as it may impose.

Applicability & Frequency

• Applicability: Every company—except a One Person Company (OPC)—must hold an Annual General Meeting (AGM) every year.

• Labeling: The notice calling the meeting must explicitly state that the meeting is an Annual General Meeting.

• Gap Between AGMs: The gap between two consecutive AGMs must not exceed 15 months.

2. Timelines for Holding an AGM

First AGM

• Must be held within 9 months from the closing date of the company's first financial year.

• If held within this 9-month window, the company does not need to hold an AGM in its year of incorporation.

Subsequent AGMs

• Must be held within 6 months from the closing date of the financial year.

• Must satisfy the 15-month gap limit from the previous AGM.

Extension of Time

• The Registrar of Companies (RoC) may extend the due date of a subsequent AGM by up to 3 months for special reasons.

• Note: No extension can be granted by the RoC for the First AGM.

3. Timing, Venue, and Day of the AGM

• Business Hours: Must be called between 9:00 AM and 6:00 PM.

• Allowed Days: Can be held on any day that is not a National Holiday.

• Standard Venue: Must be held either at the company’s registered office or at another place within the same city, town, or village where the registered office is located.

Exceptions & Exemptions

• Unlisted Companies: Can hold their AGM anywhere in India, provided all members give consent in advance in writing or electronically.

• Government Exemption: The Central Government holds the power to exempt any company from the timing/location restrictions, subject to conditions it specifies.

Members severally liable in certain cases Section 3A

 3A. Members severally liable in certain cases

If at any time the number of members of a company is reduced, in the case of a public company, below seven, in the case of a private company, below two, and the company carries on business for more than six months while the number of members is so reduced, every person who is a member of the company during the time that it so carries on business after those six months and is cognisant of the fact that it is carrying on business with less than seven members or two members, as the case may be, shall be severally liable for the payment of the whole debts of the company contracted during that time, and may be severally sued therefor.

Brief facts of the  Section 3A

Trigger Conditions (The Minimum Member Rule)

The rule is activated if a company's membership drops below the statutory minimums:

• Public Company: Fewer than 7 members.
• Private Company: Fewer than 2 members.

2. The Six-Month Grace Period

• The company carries on business with reduced members for more than 6 months.
• Note: The penalties and liabilities detailed below do not apply to the first 6 months of operating below the minimum.

3. Who Becomes Liable?

Not every single person associated with the company is held responsible. Personal liability only targets a member who meets both criteria:

• They remain a member of the company after the 6-month grace period has expired.
• They are cognisant (aware) of the fact that the company is operating below the legal minimum number of members.

4. The Legal Consequence (Severally Liable)

• Piercing the Corporate Veil: The company loses its limited liability protection for those specific individuals.
• Several Liability: Each qualifying member becomes personally and individually liable for the whole of the company's debts. Creditors can sue a single member for the entire amount owed.
• Temporal Restriction: This personal liability only applies to debts contracted during the time the company operated after the 6-month window (not debts incurred before the drop in members, or during the first 6 months of the drop).

 

Obligation to Indicate Director Identification Number Section 158

 

Section 158  Every person or company, while furnishing any return, information or particulars as are required to be furnished under this Act, shall mention the Director Identification Number in such return, information or particulars in case such return, information or particulars relate to the director or contain any reference of any director. Section 158 mandates that every person or company must explicitly mention the Director Identification Number (DIN) in any return, information, or particulars furnished under the Act, provided the document relates to or contains any reference to a director Objective: It ensures public transparency, ease of tracking corporate history, and prevents corporate identity fraud by linking every directorial action directly to a unique Central Government-allotted identification number.   Applicability: Financial statements, Board reports, reply letters to regulators, statutory returns, and any compliance forms (like MGT-7 or DIR-12).   The Penalty Loophole & Section 172: Section 158 does not explicitly specify a penalty for its violation within the section text itself. Therefore, RoC authorities invoke the General Penalty under Section 172 of the Act. This imposes a penalty of ₹50,000 on the company and every officer in default. For continuing failures, a further penalty of ₹500 per day applies, subject to a maximum cap. The RoC has strictly enforced this provision recently, establishing that even minor omissions of a DIN on structural or casual communication attract strict liability. Case A: In the matter of M/s. Premier Solution Private Limited (RoC Ahmedabad) The Facts: The company filed its last three financial years' statements with the RoC Ahmedabad in connection with a Scheme of Amalgamation. Upon inspection, the RoC noticed that the company had omitted the DIN of its directors within the text/signature spaces of the audited Financial Statements. Defense Raised: The company argued that financial statements are distinct from "returns, information, or particulars" as stated in Section 158. RoC Verdict: The Adjudicating Officer rejected the defense, ruling that financial statements fall squarely within public interest data intended for stakeholders. The RoC imposed a minimum penalty of ₹1,50,000 each (₹50,000 × 3 years) on the company and its three directors individually, totaling ₹6,00,000. The order explicitly directed that the directors must pay this out of their personal income. Case B: In the matter of M/s. Wind World (India) Limited (RoC Mumbai) The Facts: During an ongoing inquiry conducted by inspecting officials under the Act, a director sent an official written reply letter dated August 9, 2022, to the office of the RoC Mumbai. The director signed the letter but failed to print or mention their DIN alongside their name. RoC Verdict: The RoC issued a show-cause notice under Section 454. Since the communication was required under the Act and referenced/emanated from a director, omitting the DIN was deemed a structural violation of Section 158. The RoC levied a penalty of ₹50,000 on the company and ₹50,000 on the default director (Totaling ₹1,00,000) under Section 172.

Not filing CHG 4

Under the Companies Act, 2013, Section 82 mandates that a company must intimate the Registrar of Companies (ROC) regarding the payment or satisfaction in full of any registered charge within 30 days of such satisfaction using Form CHG-4.

If a company fails to comply with this requirement, it faces severe consequences, and the statutory auditor has a well-defined role to play under the Act and auditing standards

 If the company defaults on filing Form CHG-4 within the prescribed timelines (including extended timelines up to 300 days with additional fees, after which a Central Government/Regional Director condonation is required via Form CHG-8), the penalties are governed by Section 86(1) 

For the Company: A flat penalty of ₹5,00,000.

For Every Officer in Default: A flat penalty of ₹50,000 (which must be paid from their personal income/sources)

A statutory auditor cannot ignore an unfiled satisfaction of charge. Since bank statements or No Objection Certificates (NOCs) will show that a loan has been fully paid, but the MCA index of charges still shows it as "open," the auditor has specific reporting duties.

Company to Report satisfaction of charges Section 82

 Section 82  of  the Companies Act  provides  Satisfaction of charges

Satisfaction of Charge means that a company has fully paid off or settled a secured loan or debt for which it had previously pledged its assets as collateral.  

When a company borrows money from a bank or financial institution, it creates a "charge" (security interest) on its properties. Once that loan is completely cleared, the company must officially report this to the Registrar of Companies (ROC) to show that the asset is now free from encumbrance.

Time line    within  30  days  to  complete satisfaction of charges

In  case  company fails to  file satisfaction of charges within 30  days,  the ROC may allow the filing to be made within 300 days of the satisfaction, subject to the payment of additional or condonation fees.

Form CHG 4

Steps for filing  CHG 4

To  obtain No dues certificate from the Bank or  Financial institution  that the debt has been fully satisfied

The company files e-Form CHG-4 on the Ministry of Corporate Affairs (MCA) portal. This form must be digitally signed by a director/secretary of the company and by the authorized representative of the bank/lender. 

If the form is not signed by the lender, the ROC will send a notice to the lender asking them to show cause within 14 days why the satisfaction shouldn't be recorded. If no objection is received, the ROC proceeds.

The ROC enters a memorandum of satisfaction in the Register of Charges and issues a formal Certificate of Satisfaction of Charge (Form CHG-5)