My close friend is working in small scale unlisted public limited company. I also know the directors of the company well. The company has both equity and preference share capital. All the shares of the company have been allotted through private placement. The company is yet to receive certificate of commencement of business as the company’s plants are still under construction and are scheduled to be completed only after 2 years. In the first financial year of the company, the subscribers to the memorandum namely the chairman and another director (his relative) brought in Rs. 50,000 each as equity share capital initially and the same was allotted and Form 2 (return of allotment) was filed with the RoC. Subsequently both of them along with six other shareholders brought in equity share capital of Rs. 6 Lakhs. These shares were also allotted and Form 2 was filed. In the second financial year, Rs. 5 Lakhs was brought in as equity share capital and Rs. 7 Lakhs as preference share capital. Since, the company did not have a company secretary in full time employment, it entrusted its secretarial duties to a practising company secretary. The company sent a copy of its Board resolution containing the details of the allottees of the above shares to the practising company secretary for filing Form 2. However, a serious mistake was done by the company’s staff who prepared the Board resolution. He mistakenly included the details of allottees for equity share capital of Rs. 6,50,000 brought in the first financial year. Even the practising company secretary did not notice the error and filed Form 2 with the same. After a few months, this mistake was detected during statutory audit. In this situation, what are the remedies available with the company?
1) Is there any form available in the Companies Act, 1956 for filing negative return of allotment for rectifying the above mistake?
2) In case the above is not possible, is it possible to file a completely revised return of allotment?
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