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      • 1. Short title, commencement and application.
      • 2. Definitions.
      • 3. Terms and conditions of acceptance of deposits by companies.
      • 4. Form and particulars of advertisements or circulars.
      • 5.
      • 6. Creation of security.
      • 7. Appointment of trustee for depositors.
      • 8. Duties of trustees.
      • 9. Meeting of depositors.
      • 10. Form of application for deposits.
      • 11. Power to nominate.
      • 12. Furnishing of deposit receipts to depositors.
      • 13. Maintenance of liquid assets and creation of deposit repayment reserve account.
      • 14. Registers of deposits.
      • 15. General provisions regarding premature repayment of deposits.
      • 16. Return of deposits to be filed with the Registrar.
      • 16A. Disclosures in the financial statement.
      • 17. Penal rate of interest.
      • 18. Power of Central Government to decide certain questions.
      • 19. Applicability of sections 73 and 74 to eligible companies.
      • 20. Statement regarding deposits existing as on the date of commencement of the Act.
      • 21. Punishment for contravention.
      • 1. Short title and commencement.
      • 2. Definitions.
      • 3. Manner of books of account to be kept in electronic mode.
      • 4. Conditions regarding maintenance and inspection of certain financial information by directors.
      • 5. Form of Statement containing salient features of financial statements of subsidiaries.
      • 6. Manner of consolidation of accounts.
      • 7. Transitional provisions with respect to Accounting Standards.
      • 8. Matters to be included in Board's report.
      • 8A. Matters to be included in Board’s Report for One Person Company and Small Company.
      • 9. Disclosures about CSR Policy.
      • 10. Statement containing salient features of financial statements.
      • 11. Manner of circulation of financial statements in certain cases.
      • 12. Filing of financial statements and fees to be paid thereon.
      • 13. Companies required to appoint internal auditor.
      • 1. Short title and commencement.
      • 2. Definitions.
      • 3. Adjudication of penalties.
      • 4. Appeal against the order of adjudicating officer.
      • 5. Registration of appeal.
      • 6. Disposal of appeal by Regional Director.
      • 1. Short title and commencement.
      • 2. Definitions.
      • 3. Woman director on the Board.
      • 4. Number of Independent director.
      • 5. Qualification of Independent director.
      • 6. Compliances required by a person eligible and willing to be appointed as an independent director.
      • 7. Small shareholders' director.
      • 8. Consent to act director.
      • 9. Application for allotment of Director Identification Number before appointment in an existing company.
      • 10. Allotment of DIN.
      • 11. Cancellation or surrender or Deactivation of DIN.
      • 12. Intimation or changes in particulars specified in DIN application.
      • 12A. Directors KYC.
      • 12B. Directors of company required to file eform ACTIVE.
      • 13. Notice of candidature of a person for directorship.
      • 14. Disqualification of direction under subsection (2) of section 164.
      • 15. Notice of resignation of director.
      • 16. Copy of resignation of director to be forwarded by him.
      • 17. Register of directors and key managerial personnel.
      • 18. Return containing the particular of directors and the key managerial personnel.
      • 1. Short title and commencement.
      • 2. Definitions.
      • 3. Filing of return of appointment.
      • 4. Sitting fees.
      • 5. Disclosure in Board's report.
      • 6. Parameters for consideration of remuneration.
      • 7. Fees.
      • 8. Appointment of Key Managerial Personnel.
      • 8A.
      • 9. Secretarial Audit Report.
      • 10. Duties of Company Secretary.
      • 1. Short title and commencement.
      • 2.
      • 3.
      • 4.
      • 5.
      • 6.
      • 7.
      • 8.
      • 9.
      • 1. Short title and commencement.
      • 2. Definitions.
      • 3. Manner and procedure of selection and appointment of auditors.
      • 4. Conditions for appointment and notice to Registrar.
      • 5. Class of Companies.
      • 6. Manner of rotation of auditors by the companies on expiry of their term.
      • 7. Removal of the auditor before expiry of his term.
      • 8. Resignation of auditor.
      • 9.
      • 10. Disqualifications of auditor.
      • 10A.
      • 11. Other matters to be included in auditors report.
      • 12. Duties and powers of the company's auditor with reference to the audit of the branch and the branch auditor.
      • 13. Reporting of frauds by auditor.
      • 14. Remuneration of the Cost Auditor.
      • 1. Short title and commencement.
      • 2. Definitions.
      • 3.
      • 4. Obligation of companies seeking registration to make publication.
      • 5. Other obligations of companies seeking registration.
      • 1. Short Title and Commencement.
      • 2. Definitions.
      • 3. Application for order of a meeting.
      • 4. Disclosures in application made to the Tribunal for compromise or arrangement.
      • 5. Directions at hearing of the application.
      • 6. Notice of meeting.
      • 7. Advertisement of the notice of the meeting.
      • 8. Notice to statutory authorities.
      • 9. Voting.
      • 10. Proxies.
      • 11. Copy of compromise or arrangement to be furnished by the company.
      • 12. Affidavit of service.
      • 13. Result of the meeting to be decided by voting.
      • 14. Report of the result of the meeting by Chairperson.
      • 15. Petition for confirming compromise or arrangement.
      • 16. Date and notice of hearing.
      • 17. Order on petition.
      • 18. Application for directions under section 232 of the Act.
      • 19. Directions at hearing of application.
      • 20. Order under section 232 of the Act.
      • 21. Statement of compliance in mergers and amalgamations.
      • 22. Report on working of compromise or arrangement.
      • 23. Liberty to apply.
      • 24. Liberty of the Tribunal.
      • 25. Merger or Amalgamation of certain companies.
      • 25A. Merger or amalgamation of a foreign company with a Company and vice versa.
      • 26. Notice to dissenting shareholders for acquiring the shares.
      • 26A. Purchase of minority shareholding held in demat form.
      • 27. Determination of price for purchase of minority shareholding.
      • 28. Circular containing scheme of amalgamation or merger.
      • 29. Appeal under subsection (2) of section 238 of the Act.
      • 1. Short title and commencement.
      • 2. Definitions.
      • 3. Corporate Social Responsibility.
      • 4. CSR Implementation.
      • 5. CSR Committees.
      • 6.
      • 7. CSR Expenditure.
      • 8. CSR Reporting.
      • 9. Display of CSR activities on its website.
      • 10. Transfer of unspent CSR amount.
      • 1. Short title and commencement.
      • 2. Definitions.
      • 3. Application of Cost Records.
      • 4. Applicability for cost audit.
      • 5. Maintenance of records.
      • 6. Cost audit.
      • 7.
      • 1. Short Title and Commencement.
      • 2. Definitions.
      • 3. Creation and maintenance of data bank.
      • 4. Duties of the institute.
      • 5. Panel.
      • 6. Annual report on the capacity building of independent directors.
      • 1. Short title and commencement.
      • 2. Definitions.
      • 3. One Person Company.
      • 4. Nomination by the subscriber or member of One Person Company.
      • 5.
      • 6. Conversion of One Person Company into a Public company or a Private company.
      • 7. Conversion of private company into One Person Company.
      • 7A. Penalty.
      • 8. Names which resemble too nearly with name of existing company.
      • 8A. Undesirable names.
      • 8B. Word or expression which can be used only after obtaining previous approval of Central Government.
      • 9. Reservation of name or change of name.
      • 9A. Extension of reservation of name in certain cases.
      • 10.
      • 11.
      • 12. Application for incorporation of companies.
      • 13. Signing of memorandum and articles.
      • 14. Declaration by professionals.
      • 15. Declaration from Subscribers and First Directors.
      • 16. Particulars of every subscriber to be filed with the Registrar at the time of incorporation.
      • 17. Particulars of first directors of the company and their consent to act as such.
      • 18. Certificate of incorporation.
      • 19. License under section 8 for new companies with charitable objects etc.
      • 20. License for existing companies.
      • 21. Conditions for conversion of a company registered under Section 8 into a company of any other kind.
      • 22. Other conditions to be complied with by companies registered under section 8 seeking conversion into any other kind.
      • 23. Intimation to Registrar of revocation of licence issued under section 8.
      • 23A. Declaration at the time of commencement of business.
      • 24.
      • 25. Verification of registered office.
      • 25A. Active Company Tagging Identities and Verification (Active).
      • 25B. Physical verification of the Registered Office of the company.
      • 26. Publication of name by company.
      • 27. Notice and verification of change of situation of the registered office.
      • 28. Shifting of registered office within the same State.
      • 29. Alteration of Memorandum by change of name.
      • 30. Shifting of registered office from one State or Union territory to another State.
      • 31.
      • 32. Change of objects for which money is raised through prospectus.
      • 33. Alteration of articles.
      • 33A. Allotment of a new name to the existing company under section 16(3) of the Act.
      • 34. Copies of memorandum and articles, etc. to be given to members on request being made by them.
      • 35. Service of documents.
      • 36.
      • 37. Conversion of unlimited liability company into a limited liability company by shares or guarantee.
      • 38. Simplified Proforma for Incorporating Company Electronically Plus (SPICE+).
      • 38A. Application for registration of the Goods and Service Tax Identification Number (GSTIN), Employees' State Insurance Corporation (ESIC) registration [Employees' Provident Fund Organisation (EPFO) Registration and Profession Tax Registration [,Opening of Bank Account and Shops and Establishment Registration]].
      • 39. Conversion of a company limited by guarantee into a company limited by shares.
      • 40. Application under subsection (41) of section 2 for change in financial year.
      • 41. Application under section 14 for conversion of public company into private company.
      • 1. Short title and commencement.
      • 2. Definitions.
      • 3. Applicability of Accounting Standards.
      • 4. Obligation to comply with Indian Accounting Standards (Ind AS).
      • 5. Exemptions.
      • 1. Short title and commencement.
      • 2. Definitions.
      • 3. Eligibility to issue depository receipts.
      • 4. Conditions for issue of depository receipts.
      • 5. Manner and form of depository receipts.
      • 6. Voting rights.
      • 7. Proceeds of issue.
      • 8. Depository receipts prior to commencement.
      • 9. Non applicability of certain provisions of the Act.
      • 1. Short title and commencement.
      • 2. Definitions.
      • 3. Register of members.
      • 4. Register of debenture holders or any other security holders.
      • 5. Maintenance of the Register of members etc. under section 88.
      • 6. Index of names to be included in Register.
      • 7. Foreign register of members, debenture holders, other security holders or beneficial owners residing outside India.
      • 8. Authentication.
      • 9. Declaration in respect of beneficial interest in any shares.
      • 10. Closure of register of members or debenture holders or other security holders.
      • 11. Annual Return.
      • 12. Extract of annual return.
      • 13.
      • 14. Inspection of registers, returns etc.
      • 15. Preservation of register of members etc. and annual return.
      • 16. Copies of the registers and annual return.
      • 17. Calling of Extraordinary general meeting by requistionists.
      • 18. Notice of the meeting.
      • 19. Proxies.
      • 20. Voting through electronic means.
      • 21. Manner in which the Chairman of meeting shall get the poll process scrutinised and report thereon.
      • 22. Procedure to be followed for conducting business through postal ballot.
      • 23. Special Notice.
      • 24. Resolutions and agreements to be filed.
      • 25. Minutes of proceedings of general meeting, meeting of Board of Directors and other meetings and resolutions passed by postal ballot.
      • 26. Copy of minute book of general meeting.
      • 27. Maintenance and inspection of document in electronic form.
      • 28. Security of records maintained in electronic form.
      • 29. Inspection and copies of records maintained in electronic form.
      • 30. Penalty.
      • 31. Report on Annual General Meeting.
      • 1. Short Title and Commencement.
      • 2. Definitions.
      • 3. Panel of mediators or conciliators.
      • 4. Qualifications for empanelment.
      • 5. Disqualifications for empanelment.
      • 6. Application for appointment of Mediator or Conciliator and his appointmen.
      • 7. Deletion from the Panel.
      • 8. Withdrawing name from Panel.
      • 9. Duty of mediator or conciliator to disclose certain facts.
      • 10. Withdrawal of appointment.
      • 11. Procedure for disposal of matters.
      • 12. Mediator or Conciliator not bound by the Indian Evidence Act, 1872 or the Code of Civil Procedure, 1908.
      • 13. Representation of parties.
      • 14. Consequences of nonattendance of parties at sessions or meetings on due dates.
      • 15. Administrative assistance.
      • 16. Offer of settlement by parties.
      • 17. Role of Mediator or Conciliator.
      • 18. Parties alone responsible for taking decision.
      • 19. Time limit for completion of mediation or conciliation.
      • 20. Parties to act in good faith.
      • 21. Confidentiality, disclosure and inadmissibility of information.
      • 22. Privacy.
      • 23. Protection of action taken in good faith.
      • 24. Communication between mediator or conciliator and the Central Government or the Tribunal or the Appellate Tribunal.
      • 25. Settlement agreement.
      • 26. Fixing date for recording settlement and passing order.
      • 27. Expenses of the mediation and conciliation.
      • 28. Ethics to be followed by Mediator or Conciliator.
      • 29. Resort to arbitral or judicial proceedings.
      • 30. Matters not to be referred to the mediation or conciliation.
      • 1. Short title and commencement.
      • 2. Definitions.
      • 3. Meetings of Board through video conferencing or other audio visual means.
      • 4.
      • 5. Passing of resolution by circulation.
      • 6A. Omnibus approval for related party transactions on annual basis.
      • 7. Establishment of vigil mechanism.
      • 8. Powers of Board.
      • 9. Disclosures by a director of his interest.
      • 10.
      • 11. Loan and investment by a company under section 186 of the Act.
      • 12. Register.
      • 13. Special Resolution.
      • 14. Investments of company to be held in its own name.
      • 15. Contract or arrangement with a related party.
      • 16. Register of contracts or arrangements in which directors are interested.
      • 17. Payment to director for loss of office, etc. in connection with transfer of undertaking, property or shares.
      • 1. Short title and commencement.
      • 2. Definitions.
      • 3. Application for obtaining status of dormant company.
      • 4. Certificate of status of dormant company.
      • 5. Register of dormant companies.
      • 6. Minimum number of directors for dormant company.
      • 7. Return of dormant companies.
      • 8. Application for seeking status of an active company.
      • 9. Fees for application to Central Government.
      • 10. Association or partnership of persons exceeding certain number.
      • 1. Short title and commencement.
      • 2. Definitions.
      • 3 to 6.
      • 7. Variation in terms of contracts referred to in the prospectus or objects for which prospectus was issued.
      • 8. Offer of Sale by Members.
      • 9. Dematerialisation of securities.
      • 9A. Issue of securities in dematerialised form by unlisted public companies.
      • 10. Shelf prospectus and Information Memorandum.
      • 11. Refund of Application Money.
      • 12. Return of Allotment.
      • 13. Payment of commission.
      • 14. Private placement.
      • 1. Short title, commencement and application.
      • 2. Definitions.
      • 3. Eligibility for registered valuers.
      • 4. Qualifications and experience.
      • 5. Valuation Examination.
      • 6. Application for certificate of registration.
      • 7. Conditions of Registration.
      • 8. Conduct of Valuation.
      • 9. Temporary surrender.
      • 10. Functions of a Valuer.
      • 11. Transitional Arrangement.
      • 12. Eligibility for registered valuers organisations.
      • 13. Application for recognition.
      • 14. Conditions of Recognition.
      • 15. Cancellation or suspension of certificate of registration or recognition.
      • 16. Complaint against a registered valuer or registered valuers organisation.
      • 17. Procedure to be followed for cancellation or suspension of registration or recognition certificate.
      • 18. Valuation Standards.
      • 19. Committee to advise on valuation matters.
      • 20. Punishment for contravention.
      • 21. Punishment for false statement.
      • 1. Short title and commencement.
      • 2. Definitions.
      • 3. Business activity.
      • 4. Registration offices.
      • 5. Powers and duties of Registrars.
      • 6. Seal of Registrar.
      • 7. Manner and conditions of filing.
      • 8. Authentication of documents.
      • 9. Maintaining documents electronically.
      • 10. Procedure on receipt of any application or form or document electronically.
      • 11. Vacation or removal of directors.
      • 12. Fees.
      • 13. Mode of Payment.
      • 14. Inspection, production and evidence of documents kept by Registrar.
      • 15. Inspection of documents.
      • 1. Short title and commencement.
      • 2. Definitions.
      • 3. Registration of creation or modification of charge.
      • 4. Application to Registrar.
      • 5. Application of rules in certain matters.
      • 6. Certificate of registration.
      • 7. Register of charges to be kept by the Registrar.
      • 8. Satisfaction of charge.
      • 9. Intimation of appointment of Receiver or Manager.
      • 10. Company's register of charges.
      • 11. Register open for inspection.
      • 12. Rectification in register of charges on account of omission or misstatement of particulars in charge previously recorded and extension of time in filing of satisfaction of charge.
      • 1. Short title and commencement.
      • 2. Definitions.
      • 3. Particulars relating to directors and Secretary to be furnished to the Registrar by foreign Companies.
      • 4. Financial Statement of foreign company.
      • 5. Audit of accounts of foreign company.
      • 6. List of places of business of foreign company.
      • 7. Annual Return.
      • 8. Office where documents to be delivered and fee for registration of documents.
      • 9. Certification.
      • 10. Authentication of translated documents.
      • 11. Documents to be annexed to prospectus.
      • 12. Action for improper use or description as foreign company.
      • 13. Issue of Indian Depository Receipts (IDRs).
      • 1. Short title and commencement.
      • 2. Definitions.
      • 3. Removal of name of company from the Register on suomotu
      • 4. Application for removal of name of company.
      • 5. Manner of filing of application.
      • 6. Form to be certified.
      • 7. Manner of publication of notice.
      • 8. Manner of notarisation, appostilisation or consularisation of indemnity bond and declaration in case of foreign nationals or nonresident Indians.
      • 9. Notice of striking off and dissolution of company.
      • 10. Applications or forms pending before Central Government.
      • 1. Short title and Commencement.
      • 2. Restriction on number of layers for certain classes of holding companies.
      • 1. Short title and commencement.
      • 2. Definitions.
      • 3. Application.
      • 4. Equity shares with differential rights.
      • 5. Certificate of shares (where shares are not in demat form).
      • 6. Issue of renewed or duplicate share certificate.
      • 7. Maintenance of share certificate forms and related books and documents.
      • 8. Issue of sweat equity shares.
      • 9. Issue and redemption of preference shares.
      • 10. Issue and redemption of preference shares by company in infrastructural projects.
      • 11. Instrument of transfer.
      • 12. Issue of employee stock options.
      • 12A. Period for notice under subclause (i) of clause (a) of subsection (1) of section 62.
      • 13. Issue of shares on preferential basis.
      • 14. Issue of Bonus Shares.
      • 15. Notice to Registrar for alteration of share capital.
      • 16. Provision of money by company for purchase of its own shares by employees or by trustees for the benefit of employees.
      • 17. Buyback of shares or other securities.
      • 18. Debentures.
      • 19. Nomination by securities holders.
      • 1. Short title and commencement.
      • 2. Definitions.
      • 2A. Duty of the reporting company.
      • 3. Declaration of significant beneficial ownership under section 90.
      • 4. Return of significant beneficial owners in shares.
      • 5. Register of significant beneficial owners.
      • 6. Notice seeking information about significant beneficial owners.
      • 7. Application to the Tribunal.
      • 8. NonApplicability.
      • 1. Short title and commencement.
      • 2. Definitions.
      • 2A. Companies not to be considered as listed companies.
      • 3. Related party.
      • 4. List of relatives in terms of clause (77) of section 2.
      • 1. Short title and Commencement.
      • 2. Definitions.
      • 3. Transfer of pending proceedings relating to cases other than Winding up.
      • 4. Pending proceeding relating to Voluntary Winding up.
      • 5. Transfer of pending proceedings of Winding up on the ground of inability to pay debts.
      • 6. Transfer of pending proceedings of Winding up matters on the grounds other than inability to pay debts.
      • 7. Transfer of Records.
      • 8. Fees not to be paid.
      • 1. Short title commencement and application.
      • 2. Definitions.
      • 3. Petition for winding up.
      • 4. Statement of affairs.
      • 5. Admission of petition and directions as to advertisement.
      • 6. Copy of petition to be furnished.
      • 7. Advertisement of petition.
      • 8. Application for leave to withdraw petition.
      • 9. Substitution for original petitioner.
      • 10. Procedure on substitution.
      • 11. Affidavitinobjection.
      • 12. Affidavit in reply.
      • 13. Applicability.
      • 14. Appointment of provisional liquidator or Company Liquidator.
      • 15. Rules applicable to provisional liquidator.
      • 16. Costs etc. of provisional liquidator.
      • 17. Order to be sent to liquidator and form of order.
      • 18. Contents of winding up order.
      • 19. Directions on making winding up order.
      • 20. Advertisement of order.
      • 21. Declaration by Company Liquidator.
      • 22. Company Liquidator to take charge of assets and books and papers of company.
      • 23. Form of proceedings after winding up order is made.
      • 24. Application for leave to commence or continue suit or proceeding.
      • 25. Report by Company Liquidator.
      • 26. Inspection of statement of affairs and report.
      • 27. Consideration of report by Tribunal.
      • 28. Provisional list of contributors.
      • 29. Notice to be given of date of settlement.
      • 30. Settlement of list.
      • 31. Notice of settlement to contributors.
      • 32. Supplemental list of contributors.
      • 33. Variation of list.
      • 34. Application for rectification of list.
      • 35. List of contributors consisting of past members.
      • 36. Meeting of creditors and contributors.
      • 37. Company Liquidator to report result of meeting.
      • 38. Filling up of vacancy in advisory committee.
      • 39. Company Liquidator and members of advisory committee dealing with company's assets.
      • 40. Advisory committee not to make profit.
      • 41. Cost of obtaining order of Tribunal.
      • 42. Order sanctioning payment to advisory committee.
      • 43. Meetings of advisory committee.
      • 44. Application of rules to meetings.
      • 45. Notice of meeting.
      • 46. Place and time of meeting.
      • 47. Notice of first or other meeting to officers of company.
      • 48. Proof of notice.
      • 49. Costs of meeting.
      • 50. Chairman of meeting.
      • 51. Resolution at creditors' meeting.
      • 52. Resolution of contributors' meeting.
      • 53. Copies of resolution to be filed.
      • 54. Nonreceipt of notice by creditor or contributory.
      • 55. Adjournments.
      • 56. Quorum.
      • 57. Procedure in absence of quorum.
      • 58. When creditor can vote.
      • 59. Case in which creditors may not vote.
      • 60. When secured creditor can vote.
      • 61. Effect of voting by a secured creditor.
      • 62. Procedure when secured creditor votes without surrendering security.
      • 63. Admission or rejection of proof for purposes of voting.
      • 64. Minutes of proceedings.
      • 65. Report to Tribunal.
      • 66. Voting by proxies.
      • 67. Form of proxies.
      • 68. Proxies to Company Liquidator or chairman of meeting.
      • 69. Use of proxies by deputy.
      • 70. Forms to be sent with notice.
      • 71. Proxies to be lodged.
      • 72. Holder of proxy not to vote on matter in which he is financially interested.
      • 73. Minor not to be appointed proxy.
      • 74. Filling in proxy where creditor or contributory is blind or incapable.
      • 75. Proxy of person not acquainted with English.
      • 76. Submission of periodical reports to the tribunal.
      • 77. Employment of additional or special staff by Official Liquidator.
      • 78. Declaration by professional.
      • 79. Record book to be maintained by Company Liquidator.
      • 80. Registers and books to be maintained by Company Liquidator.
      • 81. All money to be paid into special bank account in a scheduled bank.
      • 82. Bills cheques etc. to be deposited with bank.
      • 83. Payments into Bank.
      • 84. Company Liquidator's Dividend Account.
      • 85. Where the company has no available assets.
      • 86. Investment of surplus funds.
      • 87. Company Liquidator to examine accounts for purposes of investment.
      • 88. Investments to be made by Bank.
      • 89. Dividend and interest to be credited.
      • 90. Refunds of taxes.
      • 91. Halfyearly accounts to be filed.
      • 92. Form of account.
      • 93. Nil account.
      • 94. Registry to send copy of account to auditor.
      • 95. Audit of Company Liquidator's accounts.
      • 96. Audit certificate to be filed.
      • 97. Audit fees.
      • 98. Inspection of account and certificate of audit.
      • 99. Account and auditor's report to be placed before Tribunal.
      • 100. Notice for proving debts.
      • 101. Proof of debt.
      • 102. Mode of proof and verification thereof.
      • 103. Contents of proof.
      • 104. Workman's dues.
      • 105. Production of bills of exchange and promissory notes.
      • 106. Value of debts.
      • 107. Discount.
      • 108. Interest.
      • 109. Periodical payments.
      • 110. Proof of debt payable at future time.
      • 111. Examination of proof.
      • 112. Company Liquidator's right to call any person in connection with investigation.
      • 113. Affidavit.
      • 114. Costs of proof.
      • 115. Acceptance or rejection of proof to be communicated.
      • 116. Appeal by creditor.
      • 117. Procedure where creditor appeals.
      • 118. Company Liquidator not to be personally liable for costs.
      • 119. Proofs and list of creditors to be filed in Tribunal.
      • 120. List of creditors not to be varied.
      • 121. Notice of filing list and inspection of same.
      • 122. Expunging of proof.
      • 123. Procedure on failure to prove debt within time fixed.
      • 124. Right of creditor who has not proved debt before declaration of dividend.
      • 125. Payment of subsequent interest.
      • 126. Attendance at proceedings.
      • 127. Representation of creditors and contributors before Tribunal.
      • 128. Powers of Company Liquidator.
      • 129. Company Liquidator to be in position of receiver.
      • 130. Company's property to be surrendered to Company Liquidator on requisition.
      • 131. Calls by Company Liquidator.
      • 132. Company Liquidator to realise uncalled capital.
      • 133. Application for leave to make call.
      • 134. Notice of application.
      • 135. Order granting leave to make call and document making call.
      • 136. Service of notice of call.
      • 137. Order for payment of call.
      • 138. Other moneys due by contributors.
      • 139. Application for examination under section 299.
      • 140. Directions at hearing of application.
      • 141. Service of summons.
      • 142. Conduct of examination.
      • 143. Notes of deposition.
      • 144. Order for examination under section 300.
      • 145. Notice of examination.
      • 146. Adjournment of examination for orders of Tribunal.
      • 147. Procedure for contumacy.
      • 148. Notes of examination.
      • 149. Application under subsection (5) of section 300.
      • 150. Warrant of arrest of contributory.
      • 151. Prison to which contributory arrested on warrant is to be taken.
      • 152. Execution of warrant of arrest outside jurisdiction of Tribunal.
      • 153. Application under section 339 or section 340.
      • 154. Directions at preliminary hearing of summons.
      • 155. Liberty to apply for further directions.
      • 156. Application for disclaimer.
      • 157. Preliminary hearing of application.
      • 158. Claimant to furnish statement of his interest.
      • 159. Service of notice.
      • 160. Order granting leave to disclaim.
      • 161. Disclaimer to be filed in Tribunal.
      • 162. Vesting of disclaimed property.
      • 163. No claim to be compromised or abandoned without sanction of Tribunal.
      • 164. Application for sanction of compromise.
      • 165. Sale to be subject to sanction and to confirmation by Tribunal.
      • 166. Procedure at sale.
      • 167. Expenses of sale.
      • 168. Declaration of dividend or return of capital.
      • 169. Notice of declaration.
      • 170. Form of authority to pay dividend.
      • 171. Transmission of dividends etc. by post.
      • 172. Form of order directing return of capital.
      • 173. Payment of dividend or return of capital due to deceased creditor or contributory.
      • 174. Company Liquidator to apply for dissolution.
      • 175. Dissolution of company.
      • 176. Liquidator to pay the balance into Company Liquidation Dividend and Undistributed Assets Account.
      • 177. Conclusion of winding up.
      • 178. Application to declare dissolution void.
      • 179. Statement to accompany payment.
      • 180. Unclaimed dividends or undistributed assets under investment.
      • 181. Application by person for payment of money paid into the Company Liquidation Dividend and Undistributed Assets Account.
      • 182. Cost and expenses payable out of the assets in a winding up by Tribunal.
      • 183. Costs in the discretion of Tribunal.
      • 184. Bill of costs by authorised representative etc. employed by Company Liquidator.
      • 185. Fees in misfeasance proceeding.
      • 186. Fees when proceeding is compromised.
      • 187. Costs of parties having common interest.
      • 188. Tribunal's power to fix a fee.
      • 189. Allowance to witnesses.
      • 190. Powers and functions of Official Liquidator.
      • 191. Inspection of file.
      • 1. Short title, extent, commencement and application.
      • 2. Definitions.
      • 3. Formation of company.
      • 3A.
      • 4. Memorandum.
      • 5. Articles.
      • 6. Act to override memorandum, articles, etc.
      • 7. Incorporation of company.
      • 8. Formation of companies with charitable objects, etc.
      • 9. Effect of registration.
      • 10. Effect of memorandum and articles.
      • 10A. Commencement of business, etc.
      • 11.
      • 12. Registered office of company.
      • 13. Alteration of memorandum.
      • 14. Alteration of articles.
      • 15. Alteration of memorandum or articles to be noted in every copy.
      • 16. Rectification of name of company.
      • 17. Copies of memorandum, articles,etc., to be given to members.
      • 18. Conversion of companies already registered.
      • 19. Subsidiary company not to hold shares in its holding company.
      • 20. Service of documents.
      • 21. Authentication of documents, proceedings and contracts.
      • 22. Execution of bills of exchange, etc.
      • 23. Public offer and private placement.
      • 24. Power of Securities and Exchange Board to regulate issue and transfer of securities, etc.
      • 25. Document containing offer of securities for sale to be deemed prospectus.
      • 26. Matters to be stated in prospectus.
      • 27. Variation in terms of contract or objects in prospectus.
      • 28. Offer of sale of shares by certain members of company.
      • 29. Public offer of securities to be in dematerialised form.
      • 30. Advertisement of prospectus.
      • 31. Shelf prospectus.
      • 32. Red herring prospectus.
      • 33. Issue of application forms for securities.
      • 34. Criminal liability for misstatements in prospectus.
      • 35. Civil liability for misstatements in prospectus.
      • 36. Punishment for fraudulently inducing persons to invest money.
      • 37. Action by affected persons.
      • 38. Punishment for personation for acquisition, etc., of securities.
      • 39. Allotment of securities by company.
      • 40. Securities to be dealt with in stock exchanges.
      • 41. Global depository receipt.
      • 42. Issue of shares on private placement basis.
      • 43. Kinds of share capital.
      • 44. Nature of shares or debentures.
      • 45. Numbering of shares.
      • 46.Certificate of shares.
      • 47. Voting rights.
      • 48. Variation of shareholders' rights.
      • 49. Calls on shares of same class to be made on uniform basis.
      • 50. Company to accept unpaid share capital, although not called up.
      • 51. Payment of dividend in proportion to amount paidup.
      • 52. Application of premiums received on issue of shares.
      • 53. Prohibition on issue of shares at discount.
      • 54. Issue of sweat equity shares.
      • 55. Issue and redemption of preference shares.
      • 56. Transfer and transmission of securities.
      • 57. Punishment for personation of shareholder.
      • 58. Refusal of registration and appeal against refusal.
      • 59. Rectification of register of members.
      • 60. Publication of authorised, subscribed and paidup capital.
      • 61. Power of limited company to alter its share capital.
      • 62. Further issue of share capital.
      • 63. Issue of bonus shares.
      • 64. Notice to be given to Registrar for alteration of share capital.
      • 65. Unlimited company to provide for reserve share capital on conversion into limited company.
      • 66. Reduction of share capital.
      • 67. Restrictions on purchase by company or giving of loans by it for purchase of its shares.
      • 68. Power of company to purchase its own securities.
      • 69. Transfer of certain sums to capital redemption reserve account.
      • 70. Prohibition for buyback in certain circumstances.
      • 71. Debentures.
      • 72. Power to nominate.
      • 73. Prohibition on acceptance of deposits from public.
      • 74. Repayment of deposits, etc., accepted before commencement of this Act.
      • 75. Damages for fraud.
      • 76. Acceptance of deposits from public by certain companies.
      • 76A. Punishment for contravention of section 73 or section 76.
      • 77. Duty to register charges, etc.
      • 78. Application for registration of charge.
      • 79. Section 77 to apply in certain matters.
      • 80. Date of notice of charge.
      • 81. Register of charges to be kept by Registrar.
      • 82. Company to report satisfaction of charge.
      • 83. Power of Registrar to make entries of satisfaction and release in absence of intimation from company.
      • 84. Intimation of appointment of receiver or manager.
      • 85. Company's register of charges.
      • 86. Punishment for contravention.
      • 87. Rectification by Central Government in Register of charges.
      • 88. Register of members, etc.
      • 89. Declaration in respect of beneficial interest in any share.
      • 90. Register of significant beneficial owners in a company.
      • 91. Power to close register of members or debentureholders or other security holders.
      • 92. Annual return.
      • 93.
      • 94. Place of keeping and inspection of registers, returns, etc.
      • 95. Registers, etc., to be evidence.
      • 96. Annual general meeting.
      • 97. Power of Tribunal to call annual general meeting.
      • 98. Power of Tribunal to call meetings of members, etc.
      • 99. Punishment for default in complying with provisions of sections 96 to 98.
      • 100. Calling of extraordinary general meeting.
      • 101. Notice of meeting.
      • 102. Statement to be annexed to notice.
      • 103. Quorum for meetings.
      • 104. Chairman of meetings.
      • 105. Proxies.
      • 106. Restriction on voting rights.
      • 107. Voting by show of hands.
      • 108. Voting through electronic means.
      • 109. Demand for poll.
      • 110. Postal ballot.
      • 111. Circulation of members' resolution.
      • 112. Representation of President and Governors in meetings.
      • 113. Representation of corporations at meeting of companies and of creditors.
      • 114. Ordinary and special resolutions.
      • 115. Resolutions requiring special notice.
      • 116. Resolutions passed at adjourned meeting.
      • 117. Resolutions and agreements to be filed.
      • 118. Minutes of proceedings of general meeting, meeting of Board of Directors and other meeting and resolutions passed by postal ballot.
      • 119. Inspection of minutebooks of general meeting.
      • 120. Maintenance and inspection of documents in electronic form.
      • 121. Report on annual general meeting.
      • 122. Applicability of this Chapter to One Person Company.
      • 123. Declaration of dividend.
      • 124. Unpaid Dividend Account.
      • 125. Investor Education and Protection Fund.
      • 126. Right to dividend, rights shares and bonus shares to be held in abeyance pending registration of transfer of shares.
      • 127. Punishment for failure to distribute dividends.
      • 128. Books of account, etc., to be kept by company.
      • 129. Financial statement.
      • 129A. Periodical financial results.
      • 130. Reopening of accounts on court's or Tribunal's orders.
      • 131. Voluntary revision of financial statements or Board's report.
      • 132. Constitution of National Financial Reporting Authority.
      • 133. Central Government to prescribe accounting standards.
      • 134. Financial statement, Board's report, etc.
      • 135. Corporate Social Responsibility.
      • 136. Right of member to copies of audited financial statement.
      • 137. Copy of financial statement to be filed with Registrar.
      • 138. Internal audit.
      • 139. Appointment of auditors.
      • 140. Removal, resignation of auditor and giving of special notice.
      • 141. Eligibility, qualifications and is qualifications of auditors.
      • 142. Remuneration of auditors.
      • 143. Powers and duties of auditors and auditing standards.
      • 144. Auditor not to render certain services.
      • 145. Auditor to sign audit reports, etc.
      • 146. Auditors to attend general meeting.
      • 147. Punishment for contravention.
      • 148. Central Government to specify audit of items of cost in respect of certain companies.
      • 149. Company to have Board of Directors.
      • 150. Manner of selection of independent directors and maintenance of data bank of independent directors.
      • 151. Appointment of director elected by small shareholders.
      • 152. Appointment of directors.
      • 153. Application for allotment of Director Identification Number.
      • 154. Allotment of Director Identification Number.
      • 155. Prohibition to obtain more than one Director Identification Number.
      • 156. Director to intimate Director Identification Number.
      • 157. Company to inform Director Identification Number to Registrar.
      • 158. Obligation to indicate Director Identification Number.
      • 159. Penalty for default of certain provisions.
      • 160. Right of persons other than retiring directors to stand for directorship.
      • 161. Appointment of additional director, alternate director and nominee director.
      • 162. Appointment of directors to be voted individually.
      • 163. Option to adopt principle of proportional representation for appointment of directors.
      • 164. Disqualifications for appointment of director.
      • 165. Number of directorships.
      • 166. Duties of directors.
      • 167. Vacation of office of director.
      • 168. Resignation of director.
      • 169. Removal of directors.
      • 170. Register of directors and key managerial personnel and their shareholding.
      • 171. Members' right to inspect.
      • 172. Penalty.
      • 173. Meetings of Board.
      • 174. Quorum for meetings of Board.
      • 175. Passing of resolution by circulation.
      • 176. Defects in appointment of directors not to invalidate actions taken.
      • 177. Audit Committee.
      • 178. Nomination and Remuneration Committee and Stakeholders Relationship Committee.
      • 179. Powers of Board.
      • 180. Restrictions on powers of Board.
      • 181. Company to contribute to bona fide and charitable funds, etc.
      • 182. Prohibitions and restrictions regarding political contributions.
      • 183. Power of Board and other persons to make contributions to national defence fund, etc.
      • 184. Disclosure of interest by director.
      • 185. Loan to directors, etc.
      • 186. Loan and investment by company.
      • 187. Investments of company to be held in its own name.
      • 188. Related party transactions.
      • 189. Register of contracts or arrangements in which directors are interested.
      • 190. Contract of employment with managing or wholetime directors.
      • 191. Payment to director for loss of office, etc., in connection with transfer of undertaking, property or shares.
      • 192. Restriction on noncash transactions involving directors.
      • 193. Contract by One Person Company.
      • 194.
      • 195.
      • 196. Appointment of managing director, wholetime director or manager.
      • 197. Overall maximum managerial remuneration and managerial remuneration in case of absence or inadequacy of profits.
      • 198. Calculation of profits.
      • 199. Recovery of remuneration in certain cases.
      • 200. Central Government or company to fix limit with regard to remuneration.
      • 201. Forms of, and procedure in relation to, certain applications.
      • 202. Compensation for loss of office of managing or wholetime director or manager.
      • 203. Appointment of key managerial personnel.
      • 204. Secretarial audit for bigger companies.
      • 205. Functions of company secretary.
      • 206. Power to call for information, inspect books and conduct inquiries.
      • 207. Conduct of inspection and inquiry.
      • 208. Report on inspection made.
      • 209. Search and seizure.
      • 210. Investigation into affairs of company.
      • 211. Establishment of Serious Fraud Investigation Office.
      • 212. Investigation into affairs of Company by Serious Fraud Investigation Office.
      • 213. Investigation into company's affairs in other cases.
      • 214. Security for payment of costs and expenses of investigation.
      • 215. Firm, body corporate or association not to be appointed as inspector.
      • 216. Investigation of ownership of company.
      • 217. Procedure, powers, etc., of inspectors.
      • 218. Protection of employees during investigation.
      • 219. Power of inspector to conduct investigation into affairs of related companies, etc.
      • 220. Seizure of documents by inspector.
      • 221. Freezing of assets of company on inquiry and investigation.
      • 222. Imposition of restrictions upon securities.
      • 223. Inspector's report.
      • 224. Actions to be taken in pursuance of inspector's report.
      • 225. Expenses of investigation.
      • 226. Voluntary winding up of company, etc., not to stop investigation proceedings.
      • 227. Legal advisers and bankers not to disclose certain information.
      • 228. Investigation, etc., of foreign companies.
      • 229. Penalty for furnishing false statement, mutilation, destruction of documents.
      • 230. Power to compromise or make arrangements with creditors and members.
      • 231. Power of Tribunal to enforce compromise or arrangement.
      • 232. Merger and amalgamation of companies.
      • 233. Merger or amalgamation of certain companies.
      • 234. Merger or amalgamation of company with foreign company.
      • 235. Power to acquire shares of shareholders dissenting from scheme or contract approved by majority.
      • 236. Purchase of minority shareholding.
      • 237. Power of Central Government to provide for amalgamation of companies in public interest.
      • 238. Registration of offer of schemes involving transfer of shares.
      • 239. Preservation of books and papers of amalgamated companies.
      • 240. Liability of officers in respect of offences committed prior to merger, amalgamation, etc.
      • 241. Application to Tribunal for relief in cases of oppression, etc.
      • 242. Powers of Tribunal.
      • 243. Consequence of termination or modification of certain agreements.
      • 244. Right to apply under section 241.
      • 245. Class action.
      • 246. Application of certain provisions to proceedings under section 241 or section 245.
      • 247. Valuation by registered valuers.
      • 248. Power of Registrar to remove name of company from register of companies.
      • 249. Restrictions on making application under section 248 in certain situations.
      • 250. Effect of company notified as dissolved.
      • 251. Fraudulent application for removal of name.
      • 252. Appeal to Tribunal.
      • 253.
      • 254.
      • 255.
      • 256.
      • 257.
      • 258.
      • 259.
      • 260.
      • 261.
      • 262.
      • 263.
      • 264.
      • 265.
      • 266.
      • 267.
      • 268.
      • 269.
      • 270. Winding up by Tribunal.
      • 271. Circumstances in which company may be wound up by Tribunal.
      • 272. Petition for winding up.
      • 273. Powers of Tribunal.
      • 274. Directions for filing statement of affairs.
      • 275. Company Liquidators and their appointments.
      • 276. Removal and replacement of liquidator.
      • 277. Intimation to Company Liquidator, provisional liquidator and Registrar.
      • 278. Effect of winding up order.
      • 279. Stay of suits, etc., on winding up order.
      • 280. Jurisdiction of Tribunal.
      • 281. Submission of report by Company Liquidator.
      • 282. Directions of Tribunal on report of Company Liquidator.
      • 283. Custody of company's properties.
      • 284. Promoters, directors, etc., to cooperate with Company Liquidator.
      • 285. Settlement of list of contributories and application of assets.
      • 286. Obligations of directors and managers.
      • 287. Advisory committee.
      • 288. Submission of periodical reports to Tribunal.
      • 289.
      • 290. Powers and duties of Company Liquidator.
      • 291. Provision for professional assistance to Company Liquidator.
      • 292. Exercise and control of Company Liquidator's powers.
      • 293. Books to be kept by Company Liquidator.
      • 294. Audit of Company Liquidator's accounts.
      • 295. Payment of debts by contributory and extent of setoff.
      • 296. Power of Tribunal to make calls.
      • 297. Adjustment of rights of contributories.
      • 298. Power to order costs.
      • 299. Power to summon persons suspected of having property of company, etc.
      • 300. Power to order examination of promoters, directors, etc.
      • 301. Arrest of person trying to leave India or abscond.
      • 302. Dissolution of company by Tribunal.
      • 303. Appeals from orders made before commencement of Act.
      • 304.
      • 305.
      • 306.
      • 307.
      • 308.
      • 309.
      • 310.
      • 311.
      • 312.
      • 313.
      • 314.
      • 315.
      • 316.
      • 317.
      • 318.
      • 319.
      • 320.
      • 321.
      • 322.
      • 323.
      • 324. Debts of all descriptions to be admitted to proof.
      • 325.
      • 326. Overriding preferential payments.
      • 327. Preferential payments.
      • 328. Fraudulent preference.
      • 329. Transfers not in good faith to be void.
      • 330. Certain transfers to be void.
      • 331. Liabilities and rights of certain persons fraudulently preferred.
      • 332. Effect of floating charge.
      • 333. Disclaimer of onerous property.
      • 334. Transfer, etc., after commencement of winding up to be void.
      • 335. Certain attachments, executions, etc., in winding up by Tribunal to be void.
      • 336. Offences by officers of companies in liquidation.
      • 337. Penalty for frauds by officers.
      • 338. Liability where proper accounts not kept.
      • 339. Liability for fraudulent conduct of business.
      • 340. Power of Tribunal to assess damages against delinquent directors, etc.
      • 341. Liability under sections 339 and 340 to extend to partners or directors in firms or companies.
      • 342. Prosecution of delinquent officers and members of company.
      • 343. Liquidator to exercise certain powers subject to sanction.
      • 344. Statement that company is in liquidation.
      • 345. Books and papers of company to be evidence.
      • 346. Inspection of books and papers by creditors and contributories.
      • 347. Disposal of books and papers of company.
      • 348. Information as to pending liquidations.
      • 349. Official Liquidator to make payments into public account of India.
      • 350. Company Liquidator to deposit monies into scheduled bank.
      • 351. Liquidator not to deposit monies into private banking account.
      • 352. Company Liquidation Dividend and Undistributed Assets Account.
      • 353. Liquidator to make returns, etc.
      • 354. Meetings to ascertain wishes of creditors or contributories.
      • 355. Court, tribunal or person, etc., before whom affidavit may be sworn.
      • 356. Powers of Tribunal to declare dissolution of company void.
      • 357. Commencement of winding up by Tribunal.
      • 358. Exclusion of certain time in computing period of limitation.
      • 359. Appointment of Official Liquidator.
      • 360. Powers and functions of Official Liquidator.
      • 361. Summary procedure for liquidation.
      • 362. Sale of assets and recovery of debts due to company.
      • 363. Settlement of claims of creditors by Official Liquidator.
      • 364. Appeal by creditor.
      • 365. Order of dissolution of company.
      • 366. Companies capable of being registered.
      • 367. Certificate of registration of existing companies.
      • 368. Vesting of property on registration.
      • 369. Saving of existing liabilities.
      • 370. Continuation of pending legal proceedings.
      • 371. Effect of registration under this Part.
      • 372. Power of Court to stay or restrain proceedings.
      • 373. Suits stayed on winding up order.
      • 374. Obligations of companies registering under this Part.
      • 375. Winding up of unregistered companies.
      • 376. Power to wind up foreign companies, although dissolved.
      • 377. Provisions of Chapter cumulative.
      • 378. Saving and construction of enactments conferring power to wind up partnership firm, association or company, etc., in certain cases.
      • 378A. Definitions.
      • 378B. Objects of Producer Company.
      • 378C. Formation of Producer Company and its registration.
      • 378D. Membership and voting rights of Members of Producer Company.
      • 378E. Benefits to Members.
      • 378F. Memorandum of Producer Company.
      • 378G. Articles of association.
      • 378H. Amendment of memorandum.
      • 378I. Amendment of articles.
      • 378J. Option to interState cooperative societies to become Producer Companies.
      • 378K. Effect of incorporation of Producer Company.
      • 378L. Vesting of undertaking in Producer Company.
      • 378M. Concession, etc., to be deemed to have been granted to Producer Company.
      • 378N. Provisions in respect of officers and other employees of interState cooperative society.
      • 378O. Number of directors.
      • 378P. Appointment of directors.
      • 378Q. Vacation of office by directors.
      • 378R. Powers and functions of Board.
      • 378S. Matters to be transacted at general meeting.
      • 378T. Liability of directors.
      • 378U. Committee of directors.
      • 378V. Meetings of Board and quorum.
      • 378W. Chief Executive and his functions.
      • 378X. Secretary of Producer Company.
      • 378Y. Quorum.
      • 378Z. Voting rights.
      • 378ZA. Annual general meetings.
      • 378ZB. Share capital.
      • 378ZC. Special user rights.
      • 378ZD. Transferability of shares and attendant rights.
      • 378ZE. Books of account.
      • 378ZF. Internal audit.
      • 378ZG. Duties of auditor under this Chapter.
      • 378ZH. Donation or subscription by Producer Company.
      • 378ZI. General and other reserves.
      • 378ZJ. Issue of bonus shares.
      • 378ZK. Loan, etc., to Members.
      • 378ZL. Investment in other companies, formation of subsidiaries, etc.
      • 378ZM. Penalty for contravention.
      • 378ZN. Amalgamation, merger or division, etc., to form new Producer Companies.
      • 378ZO. Disputes.
      • 378ZP. Strike off name of Producer Company.
      • 378ZQ. Provisions of this Chapter to override other laws.
      • 378ZR. Application of provisions relating to private companies.
      • 378ZS. Reconversion of Producer Company to interState cooperative society.
      • 378ZT. Power to modify Act in its application to Producer Companies.
      • 378ZU. Power of make rules.
      • 379. Application of Act to foreign companies.
      • 380. Documents, etc., to be delivered to Registrar by foreign companies.
      • 381. Accounts of foreign company.
      • 382. Display of name, etc., of foreign company.
      • 383. Service on foreign company.
      • 384. Debentures, annual return, registration of charges, books of account and their inspection.
      • 385. Fee for registration of documents.
      • 386. Interpretation.
      • 387. Dating of prospectus and particulars to be contained therein.
      • 388. Provisions as to expert's consent and allotment.
      • 389. Registration of prospectus.
      • 390. Offer of Indian Depository Receipts.
      • 391. Application of sections 34 to 36 and Chapter XX.
      • 392. Punishment for contravention.
      • 393. Company's failure to comply with provisions of this Chapter not to affect validity of contracts, etc.
      • 393A. Exemptions under this Chapter.
      • 394. Annual reports on Government companies.
      • 395. Annual reports where one or more State Governments are members of companies.
      • 396. Registration offices.
      • 397. Admissibility of certain documents as evidence.
      • 398. Provisions relating to filing of applications, documents, inspection, etc., in electronic form.
      • 399. Inspection, production and evidence of documents kept by Registrar.
      • 400. Electronic form to be exclusive, alternative or in addition to physical form.
      • 401. Provision of value added services through electronic form.
      • 402. Application of provisions of Information Technology Act, 2000.
      • 403. Fee for filing, etc.
      • 404. Fees, etc., to be credited into public account.
      • 405. Power of Central Government to direct companies to furnish information or statistics.
      • 406. Provision relating to Nidhis and its application etc.
      • 407. Definitions.
      • 408. Constitution of National Company Law Tribunal.
      • 409. Qualification of President and Members of Tribunal.
      • 410. Constitution of Appellate Tribunal.
      • 411. Qualifications of chairperson and Members of Appellate Tribunal.
      • 412. Selection of Members of Tribunal and Appellate Tribunal.
      • 413. Term of office of President, chairperson and other Members.
      • 414. Salary, allowances and other terms and conditions of service of Members.
      • 415. Acting President and Chairperson of Tribunal or Appellate Tribunal.
      • 416. Resignation of Members.
      • 417. Removal of Members.
      • 417A. Qualifications, terms and conditions of service of Chairperson and Member.
      • 418. Staff of Tribunal and Appellate Tribunal.
      • 418A. Benches of Appellate Tribunal.
      • 419. Benches of Tribunal.
      • 420. Orders of Tribunal.
      • 421. Appeal from orders of Tribunal.
      • 422. Expeditious disposal by Tribunal and Appellate Tribunal.
      • 423. Appeal to Supreme Court.
      • 424. Procedure before Tribunal and Appellate Tribunal.
      • 425. Power to punish for contempt.
      • 426. Delegation of powers.
      • 427. President, Members, officers, etc., to be public servants.
      • 428. Protection of action taken in good faith.
      • 429. Power to seek assistance of Chief Metropolitan Magistrate, etc.
      • 430. Civil court not to have jurisdiction.
      • 431. Vacancy in Tribunal or Appellate Tribunal not to invalidate acts or proceedings.
      • 432. Right to legal representation.
      • 433. Limitation.
      • 434. Transfer of certain pending proceedings.
      • 435. Establishment of Special Court.
      • 436. Offences triable by Special Courts.
      • 437. Appeal and revision.
      • 438. Application of Code to proceedings before Special Court.
      • 439. Offences to be noncognizable.
      • 440. Transitional provisions.
      • 441. Compounding of certain offences.
      • 442. Mediation and Conciliation Panel.
      • 443. Power of Central Government to appoint company prosecutors.
      • 444. Appeal against acquittal.
      • 445. Compensation for accusation without reasonable cause.
      • 446. Application of fines.
      • 446A. Factors for determining level of punishment.
      • 446B. Lesser penalties for certain companies.
      • 447. Punishment for fraud.
      • 448. Punishment for false evidence. Punishment for false statement.
      • 449. Punishment where no specific penalty or punishment is provided.
      • 450. Punishment for wrongful withholding of property.
      • 451. Punishment in case of repeated default.
      • 452. Punishment for improper use of "Limited" or "Private Limited".
      • 453. Adjudication of penalties.
      • 454. Dormant company.
      • 454A. Penalty for repeated default.
      • 455. Dormant company.
      • 456. Protection of action taken in good faith.
      • 457. Nondisclosure of information in certain cases.
      • 458. Delegation by Central Government of its powers and functions.
      • 459. Powers of Central Government or Tribunal to accord approval, etc., subject to conditions and to prescribe fees on applications.
      • 460. Condonation of delay in certain cases.
      • 461. Annual report by Central Government.
      • 462. Power to exempt class or classes of companies from provisions of this Act.
      • 463. Power of court to grant relief in certain cases.
      • 464. Prohibition of association or partnership of persons exceeding certain number.
      • 465. Repeal of certain enactments and savings.
      • 466. Dissolution of Company Law Board and consequential provisions.
      • 467. Power of Central Government to amend Schedules.
      • 468. Powers of Central Government to make rules relating to winding up.
      • 469. Power of Central Government to make rules.
      • 470. Power to remove difficulties.
      • 1. Short title, extent and commencement.
      • 2. Definitions.
      • 3. Fund.
      • 4. Accounts and audit.
      • 5. Statement to be furnished to the Fund.
      • 6. Manner of transfer of shares under subsection (6) of section 124 to the Fund.
      • 6A. Manner of transfer of shares under subsection (9) of section 90 of the Act to the Fund.
      • 7. Refund to claimants from Fund.
      • 8. Power to direct payment of amount due to the Fund.
      • 9. Transfer of assets, liabilities, etc., of the existing IEPF to the Authority.
      • 10. Returns and reports.
      • 11. Protection of action taken in good faith.
      • 12. Repeal and savings.
      • 1. Short title, extent and commencement.
      • 2. Definitions.
      • 3. Establishment of the Authority.
      • 4. Composition of the Authority.
      • 5. Chairperson of the Authority.
      • 6. Chief Executive Officer of the Authority.
      • 7. Members of the Authority.
      • 8. The term of office of members of the Authority.
      • 9. The number of officers and employees of the Authority.
      • 10. Functions of the Authority.
      • 11. Meetings.
      • 12. Member not to participate in meetings in certain cases.
      • 13. Vacancies, etc., not to invalidate proceedings of Authority.
      • 14. Protection of action taken in good faith.
      • 1. Short title and commencement.
      • 2. Definitions.
      • 3. Preparation and furnishing of the Annual Report.
      • 1. Short title and commencement.
      • 2. Definitions.
      • 3. Forms of Financial Statements.
      • 4. Incurring of Expenditure by the Authority.
      • 5. Annual Statement of Accounts.
      • 6. Maintenance of Accounts etc.
      • 1. Short title and commencement.
      • 2. Definitions.
      • 3. Pay.
      • 4. Pension, Gratuity or Provident Fund.
      • 5. Leave.
      • 6. Leave Sanctioning Authority.
      • 7. Travelling Allowances.
      • 8. Official visits abroad.
      • 9. Leave Travel Concession.
      • 10. Facility for Medical Treatment.
      • 11. Accommodation.
      • 12. Facility of conveyance.
      • 13. Telephone facility.
      • 14. Conditions of service of Chairperson.
      • 15. Conditions of Service of Judicial Member.
      • 16. Oath of office and secrecy.
      • 17. Declaration of financial or other interest.
      • 18. Residuary provisions.
      • 19. Powers to relax.
      • 1. Short title and commencement.
      • 2. Definitions.
      • 3. Computation of time period.
      • 4. Forms.
      • 5. Format of order or direction or rule.
      • 6. Official seal of the Appellate Tribunal.
      • 7. Custody of the records.
      • 8. Sitting of Appellate Tribunal.
      • 9. Sitting hours of the Appellate Tribunal.
      • 10. Working hours of office.
      • 11. Inherent powers.
      • 12. Calendar.
      • 13. Listing of cases.
      • 14. Power to exempt.
      • 15. Power to extend time.
      • 16. Powers and functions of the Registrar.
      • 17. Power of adjournment.
      • 18. Delegation powers of the Chairperson.
      • 19. Procedure for proceedings.
      • 20. Particulars to be set out in the address for service.
      • 21. Initialling alteration.
      • 22. Presentation of appeal.
      • 23. Number of copies to be filed.
      • 24. Endorsement and verification.
      • 25. Translation of document.
      • 26. Endorsement and scrutiny of petition or appeal or document.
      • 27. Registration of proceedings admitted.
      • 28. Exparte amendments.
      • 29. Calling for records.
      • 30. Production of authorisation for and on behalf of an association.
      • 31. Interlocutory applications.
      • 32. Procedure on production of defaced, torn or damaged documents.
      • 33. Preparation and publication of daily cause list.
      • 34. Carry forward of cause list and adjournment of cases on account of nonsitting of an Appellate Tribunal.
      • 35. Diaries.
      • 36. Order sheet.
      • 37. Maintenance of diary.
      • 38. Statutes or citations for reference.
      • 39. Calling of cases in Bench.
      • 40. Regulation of Bench work.
      • 41. Registers to be maintained.
      • 42. Arrangement of records in pending matters.
      • 43. Contents of main file.
      • 44. Contents of process file.
      • 45. Execution file.
      • 46. File for miscellaneous applications.
      • 47. Destruction of record.
      • 48. Issue of notice.
      • 49. Summons.
      • 50. Steps for issue of fresh notice.
      • 51. Consequence of failure to take steps for issue of fresh notice.
      • 52. Entries regarding service of notice or process.
      • 53. Nonappearance of respondent and consequences.
      • 54. Filing of objections by respondent, form and consequences.
      • 55. Fee.
      • 56. Award of costs in the proceedings.
      • 57. Inspection of the records.
      • 58. Grant of inspection.
      • 59. Application for grant of inspection.
      • 60. Fee payable for inspection.
      • 61. Mode of inspection.
      • 62. Maintenance of register of inspection.
      • 63. Appearance of authorised representative .
      • 64. Proof of engagement.
      • 65. Restriction on party's right to be heard.
      • 66. Professional dress for the authorised representative.
      • 67. Title of affidavits.
      • 68. Form and contents of the affidavit.
      • 69. Persons authorised to attest.
      • 70. Affidavits of illiterate, visually challenged persons.
      • 71. Identification of deponent.
      • 72. Annexures to the affidavit.
      • 73. Application for production of documents, form of summons.
      • 74. Suo motu summoning of documents.
      • 75. Marking of documents.
      • 76. Return and transmission of documents.
      • 77. Procedure for examination of witnesses, issue of Commissions.
      • 78. Examination in camera.
      • 79. Form of oath or affirmation to witness.
      • 80. Form of oath or affirmation to interpreter.
      • 81. Officer to administer oath.
      • 82. Recording of deposition.
      • 83. Numbering of witnesses.
      • 84. Grant of discharge certificate.
      • 85. Witness allowance payable.
      • 86. Records to be furnished to the Commissioner.
      • 87. Taking of specimen handwriting, signature etc.
      • 88. Order.
      • 89. Operative portion of the order.
      • 90. Corrections.
      • 91. Pronouncement of order.
      • 92. Pronouncement of order by any one member of the Bench.
      • 93. Authorizing any Member to pronounce order.
      • 94. Making of entries by Court Master.
      • 95. Transmission of order by the Court Master.
      • 96. Format of order.
      • 97. Indexing of case files after disposal.
      • 98. Transmission of files or records or orders.
      • 99. Copies of Orders in library.
      • 100. Register of Special Leave Petitions/Appeal.
      • 101. Placing of Supreme Court orders before Appellate Tribunal.
      • 102. Registrar to ensure compliance of Supreme Court orders.
      • 103. Filling through electronic media.
      • 104. Removal of difficulties and issue of directions.
      • 1. Short title and Commencement.
      • 2. Form of application or petition for Reduction of share capital under section 66.
      • 3. Issue of notice and directions by the National Company Law Tribunal.
      • 4. Representation by Central Government, Registrar etc. under subsection (2) of section 66.
      • 5. Procedure with regard to representations and objections received.
      • 6. Order on application and Minute thereof.
      • 1. Short title and commencement.
      • 2. Definitions.
      • 3. Pay.
      • 4. Pension, Gratuity or Provident Fund.
      • 5. Leave.
      • 6. Leave Sanctioning Authority.
      • 7. Travelling Allowances.
      • 8. Official visits abroad.
      • 9. Leave Travel Concession.
      • 10. Facility for Medical Treatment.
      • 11. Accommodation.
      • 12. Facility of conveyance.
      • 13. Telephone facility.
      • 14. Conditions of service of President.
      • 15. Conditions of service of Judicial Member.
      • 15A. Posting and transfer of Members.
      • 16. Applicability of rules.
      • 17. Oath of office and secrecy.
      • 18. Declaration of financial or other interest.
      • 19. Residuary provisions.
      • 20. Powers to relax.
      • 1. Short title and Commencement.
      • 2. Definitions.
      • 3. Computation of time period.
      • 4. Forms.
      • 5. Format of order or direction or rule.
      • 6. Official seal of the Tribunal.
      • 7. Custody of the records.
      • 8. Sitting of the Tribunal.
      • 9. Sitting hours.
      • 10. Working hours.
      • 11. Inherent Powers.
      • 12. Calendar.
      • 13. Listing of cases.
      • 14. Power to exempt.
      • 15. Power to extend time.
      • 16. Functions of the President.
      • 17. Functions of the Registrar.
      • 18. Functions of the Secretary.
      • 19. Delegation of powers by the President.
      • 20. Procedure.
      • 21. Particulars to be set out in the address for service.
      • 22. Initialling alteration.
      • 23. Presentation of petition or appeal.
      • 23A. Presentation of joint petition.
      • 24. Number of copies to be filed.
      • 25. Lodging of caveat.
      • 26. Endorsement and Verification.
      • 27. Translation of document.
      • 28. Endorsement and scrutiny of petition or appeal or document.
      • 29. Registration of proceedings admitted.
      • 30. Calling for records.
      • 31. Production of authorisation for and on behalf of an association.
      • 32. Interlocutory applications.
      • 33. Procedure on production of defaced, torn or damaged documents.
      • 34. General Procedure.
      • 35. Advertisement detailing petition.
      • 36. Maintenance of Cash Register.
      • 37. Notice to Opposite Party.
      • 38. Service of Notices and processes.
      • 38A. Multiple remedies.
      • 39. Production of Evidence by Affidavit.
      • 40. Production of additional evidence before the Bench.
      • 41. Filing of Reply and other Documents by the Respondents.
      • 42. Filing of Rejoinder.
      • 43. Power of the Bench to call for further information or evidence.
      • 44. Hearing of petition or applications.
      • 45. Rights of a party to appear before the Tribunal.
      • 46. Registration of authorised representative's interns.
      • 47. Oath to the witness.
      • 48. Consequence of nonappearance of applicant.
      • 49. Exparte Hearing and disposal.
      • 50. Registry to send certified copy.
      • 51. Power to regulate the procedure.
      • 52. Summoning of witnesses and recording Evidence.
      • 53. Substitution of legal representatives.
      • 54. Assessors or valuers.
      • 55. Pleadings before the Tribunal.
      • 56. Application for execution.
      • 57. Issue of process of execution.
      • 58. Effect of noncompliance.
      • 59. Procedure for imposition of penalty under the Act.
      • 60. Matters relating to the Judgments or Orders of the Tribunal.
      • 61. Amicus Curiae.
      • 62. Recusal.
      • 63. Presentation and scrutiny of petitions or applications.
      • 64. Matter earlier dealt by Company Law Board.
      • 65. Petition or Application under subsection (2) of section 45QA of the Reserve Bank of India Act, 1934 (2 of 1934).
      • 66. Application under subsection (7) of section 7.
      • 67. Petition under subsection (41) of section 2.
      • 68. Petition under section 14.
      • 69. Petition under subsection (3) of section 55.
      • 70. Appeal under sections 58 and 59.
      • 71. Application under proviso to clause (b) of subsection (1) of section 61.
      • 72. Appeal against the order of the Government under Section 62(4).
      • 73. Application under sections 71(9), 71(10), section 73(4) or section 74(2) and 76(2).
      • 74. Application for calling or obtaining a direction to call annual general meeting.
      • 75. Application for obtaining an order for calling of general meeting (other than Annual General Meeting).
      • 76. Inspection of minutebooks of general meeting.
      • 76A. Application under section 130.
      • 77. Application under section 131.
      • 78. Application under Section 140.
      • 79. Application under section 169.
      • 80. Application under section 213 for investigation.
      • 81. Application under section 241.
      • 82. Withdrawal of Application filed under section 241.
      • 83. Application under section 243.
      • 83A. Application under subsection (1) of section 244.
      • 84. Right to apply under section 245.
      • 85. Conducting a class action suit.
      • 86. Rule of optout.
      • 87. Publication of notice.
      • 87A. Appeal or application under subsection (1) and subsection (3) of section 252.
      • 88. Reference to the Tribunal.
      • 89. Preparation and publication of daily cause list.
      • 90. Carry forward of cause list and adjournment of cases on account of nonsitting of a Bench.
      • 91. Diaries.
      • 92. Order sheet.
      • 93. Maintenance of court diary.
      • 94. Statutes or citations for reference.
      • 95. Calling of cases in court.
      • 96. Regulation of court work.
      • 97. Registers to be maintained.
      • 98. Arrangement of records in pending matters.
      • 99. Contents of main file.
      • 100. Contents of process file.
      • 101. Execution file.
      • 102. File for miscellaneous applications.
      • 103. Preservation of Record.
      • 104. Retention, Preservation and Destruction of Records.
      • 105. Issue of notice.
      • 106. Summons.
      • 107. Steps for issue of fresh notice.
      • 108. Consequence of failure to take steps for issue of fresh notice.
      • 109. Entries regarding service of notice or process.
      • 110. Default of appearance of respondent and consequences.
      • 111. Filing of objections by respondent, form and consequences.
      • 112. Fees.
      • 113. Award of costs in the proceedings.
      • 114. Inspection of the records.
      • 115. Grant of inspection.
      • 116. Application for grant of inspection.
      • 117. Mode of inspection.
      • 118. Maintenance of register of inspection.
      • 119. Appearance of authorised representative.
      • 120. Consent for engaging another legal practitioner.
      • 121. Restrictions on appearance.
      • 122. Restriction on party's right to be heard.
      • 123. Empanelment of special authorised representatives by the Tribunal.
      • 124. Professional dress for the authorised representatives.
      • 125. Title of affidavits.
      • 126. Form and contents of the affidavit.
      • 127. Persons authorised to attest.
      • 128. Affidavits of illiterate, visually challenged persons.
      • 129. Identification of deponent.
      • 130. Annexures to the affidavit.
      • 131. Application for production of documents, form of summons.
      • 132. Suo motu summoning of documents.
      • 133. Marking of documents.
      • 134. Return and transmission of documents.
      • 135. Procedure for examination of witnesses, issue of Commissions.
      • 136. Examination in camera.
      • 137. Form of oath or affirmation to witness.
      • 138. Form of oath or affirmation to interpreter.
      • 139. Officer to administer oath.
      • 140. Form recording of deposition.
      • 141. Numbering of witnesses.
      • 142. Grant of discharge certificate.
      • 143. Witness allowance payable.
      • 144. Records to be furnished to the Commissioner.
      • 145. Taking of specimen handwriting, signature etc.
      • 146. Disposal of Cases.
      • 147. Operative portion of the order.
      • 148. Corrections.
      • 149. Power to impose Costs.
      • 150. Pronouncement of Order.
      • 151. Pronouncement of order by any one member of the Bench.
      • 152. Authorising any member to pronounce order.
      • 153. Enlargement of time.
      • 154. Rectification of Order.
      • 155. General power to amend.
      • 156. Making of entries by Court Master.
      • 157. Transmission of order by the Court Master.
      • 158. Format of order.
      • 159. Indexing of case files after disposal.
      • 160. Transmission of files or records or orders.
      • 161. Filing of Order of the Tribunal with the Registrar of Companies.
      • 162. Copies of orders in library.
      • 163. Register of Appeals, Petitions, etc.
      • 164. Placing of National Company Law Appellate Tribunal orders before Tribunal.
      • 165. Registrar to ensure compliance of National Company Law Appellate Tribunal orders.
      • 1. Short Title and Commencement.
      • 2. Definitions.
      • 3. Composition of Authority.
      • 4. Manner of appointment.
      • 5. Medical fitness.
      • 6. Resignation.
      • 7. Removal from office.
      • 8. Procedure for inquiry of misbehavior or incapacity of the chairperson or a member.
      • 9. Term of Office.
      • 10. Vacancy.
      • 11. Salary and allowances.
      • 12. Pension, Gratuity and Provident Fund.
      • 13. Leave.
      • 14. Leave and Foreign Travel Sanctioning Authority.
      • 15. House rent allowance.
      • 16. Transport allowance.
      • 17. Declaration of Financial and other Interests.
      • 18. Other conditions of service.
      • 19. Oath of office and secrecy.
      • 20. Sitting fee and allowances of Parttime Members.
      • 21. Power to Relax.
      • 22. Interpretation.
      • 1. Short title and commencement.
      • 2. Definitions.
      • 3. Meetings for transaction of business and procedure thereof.
      • 4. Power to regulate procedure in certain circumstances.
      • 5. Effect of any irregularities of procedure.
      • 1. Short Title and Commencement.
      • 2. Definitions.
      • 3. Classes of companies and bodies corporate governed by the Authority.
      • 4. Functions and duties of the Authority.
      • 5. Annual return.
      • 6. Recommending accounting standards and auditing standards.
      • 7. Monitoring and enforcing compliance with accounting standards.
      • 8. Monitoring and enforcing compliance with auditing standards.
      • 9. Overseeing the quality of service and suggesting measures for improvement.
      • 10. Power to investigate.
      • 11. Disciplinary proceedings.
      • 12. Manner of enforcement of orders passed in disciplinary proceedings.
      • 13. Punishment in case of noncompliance.
      • 14. Role of chairperson and fulltime members.
      • 15. Advisory committees, study groups and task forces.
      • 16. Financial reporting advocacy and education.
      • 17. Confidentiality and security of information.
      • 18. Avoidance of conflict of interest.
      • 19. International associations and international assistance.
      • 1. Short title and commencement.
      • 2. Application.
      • 3. Definitions.
      • 3A. Declaration of Nidhis.
      • 3B.
      • 4. Incorporation and incidental matters.
      • 5. Requirements for minimum number of members, net owned fund etc.
      • 6. General restrictions or prohibitions.
      • 7. Share capital and allotment.
      • 8. Membership
      • 9. Net owned funds.
      • 10. Branches.
      • 11. Acceptance of deposits by Nidhis.
      • 12. Application form for deposit.
      • 13. Deposits.
      • 14. Unencumbered term deposits.
      • 15. Loans.
      • 16. Rate of interest.
      • 17. Rules relating to Directors.
      • 18. Dividend.
      • 19. Auditor.
      • 20. Prudential norms.
      • 21. Filing of half yearly return.
      • 22. Auditor's certificate.
      • 23. Power to enforce compliance.
      • 23A. Compliance with rule 3A by certain Nidhis.
      • 23B. Companies declared as Nidhis under previous company law to file Form NDH4.
      • 24. Penalty for noncompliance.

The Companies (Incorporation) Rules, 2014

Published vide Notification No. G.S.R. 250(E), dated 31st March, 2014

Last Updated 23rd August, 2022 [act2162]

Ministry of Corporate Affairs

G.S.R. 250(E). - In exercise of the powers conferred under section 3, section 4, sub-sections (5) and (6) of section 5, section 6, sub-section (1) and (2) of section 7, sub-section (1) and (2) of section 8, clauses (a) and (b) of subsection (1) of section11, sub-sections (2), (3), (4) and (5) of section 12, sub-sections (3), (4) and proviso to sub-section (5) of section 13, sub-section (2) of section 14, sub-section (1) of section 17, sub-section (1) and (2) of section 20 read with sub-sections (1) and (2) of section 469 of the Companies Act, 2013 (18 of 2013) and in supersession of the Companies (Central Government's) General Rules and Forms, 1956 or any other relevant rules prescribed under the Companies Act, 1956 (1 of 1956) on matters covered under these rules, except as respects things done or omitted to be done before such supersession, the Central Government hereby makes the following rules, namely: -

1. Short title and commencement. - (1) These rules may be called the Companies (Incorporation) Rules, 2014.

(2) They shall come into force on the 1st day of April, 2014.

2. Definitions. - (1) In these rules, unless the context otherwise requires, -

(a) "Act" means the Companies Act, 2013 (18 of 2013);

(b) "Annexure" means the Annexure to these rules;

(c) "Form" or "e-Form" means a form in the electronic form or non-electronic form as specified under the Act or Rules made there under and notified by the Central Government under the Act;

(d) "Fees" means fees as specified in the Companies (Registration offices and fees) Rules, 2014;

(e) "Regional Director" means the person appointed by the Central Government in the Ministry of Corporate Affairs as a Regional Director;

(f) "Section" means the section of the Act;

(2) Words and expressions used in these rules but not defined and defined in the Act or in Companies (Specification of definitions details) Rules, 2014 shall have the meanings respectively assigned to them in the Act and said rules.

3. One Person Company. - (1) Only a natural person who is an Indian citizen [whether resident in India or otherwise]-

(a) shall be eligible to incorporate a One Person Company;

(b) shall be a nominee for the sole member of a One Person Company.

[Explanation I. - For the purposes of this rule, the term "resident in India" means a person who has stayed in India for a period of not less than [one hundred and twenty days] during the immediately preceding financial year.

Explanation II. - For the purposes of this rule, while counting the number of days of stay of a director in India for the financial year 2018-2019, any period of stay between 01.01.2018 till the date of notification of this rule shall also be counted.]

[(2) A natural person shall not be member of more than a One Person Company at any point of time and the said person shall not be a nominee of more than a One Person Company.]

(3) Where a natural person, being member in One Person Company in accordance with this rule becomes a member in another such Company by virtue of his being a nominee in that One Person Company, such person shall meet the eligibility criteria specified in sub rule (2) within a period of one hundred and eighty days.

(4) No minor shall become member or nominee of the One Person Company or can hold share with beneficial interest.

(5) Such Company cannot be incorporated or converted into a company under section 8 of the Act.

(6) Such Company cannot carry out Non-Banking Financial Investment activities including investment in securities of any body corporates.

[***]

4. Nomination by the subscriber or member of One Person Company. - For the purposes of first proviso to sub-section (1) of section 3 -

(1) The subscriber to the memorandum of a One Person Company shall nominate a person, after obtaining prior written consent of such person, who shall, in the event of the subscriber's death or his incapacity to contract, become the member of that One Person Company.

(2) The name of the person nominated under sub-rule (1) shall be mentioned in the memorandum of One Person Company and [such nomination in Form No. INC-32 (SPICe) along with consent of such nominee obtained in Form No. INC-3] and fee as provided in the Companies (Registration offices and fees) Rules, 2014 shall be filed with the Registrar at the time of incorporation of the company along with its memorandum and articles.

(3) The person nominated by the subscriber or member of a One Person Company may, withdraw his consent by giving a notice in writing to such sole member and to the One Person Company: Provided that the sole member shall nominate another person as nominee within fifteen days of the receipt of the notice of withdrawal and shall send an intimation of such nomination in writing to the Company, along with the written consent of such other person so nominated in Form No. INC.3.

(4) The company shall within thirty days of receipt of the notice of withdrawal of consent under sub-rule (3) file with the Registrar, a notice of such withdrawal of consent and the intimation of the name of another person nominated by the sole member in Form No INC.4 along with fee as provided in the Companies (Registration offices and fees) Rules, 2014 and the written consent of such another person so nominated in Form No. INC.3.

(5) The subscriber or member of a One Person Company may, by intimation in writing to the company, change the name of the person nominated by him at any time for any reason including in case of death or incapacity to contract of nominee and nominate another person after obtaining the prior consent of such another person in Form No INC.3:

Provided that the company shall, on the receipt of such intimation, file with the Registrar, a notice of such change in Form No INC.4 along with fee as provided in the Companies (Registration offices and fees) Rules, 2014 and with the written consent of the new nominee in Form No.INC.3 within thrity days of receipt of intimation of the change.

(6) Where the sole member of One Person Company ceases to be the member in the event of death or incapacity to contract and his nominee becomes the member of such One Person Company, such new member shall nominate within fifteen days of becoming member, a person who shall in the event of his death or his incapacity to contract become the member of such company, and the company shall file with the Registrar an intimation of such cessation and nomination in Form No INC.4 along with the fee as provided in the Companies (Registration offices and fees) Rules, 2014 within thirty days of the change in membership and with the prior written consent of the person so nominated in Form No.INC.3.

[5. * * *]

OLD LAW ▼

5. Penalty. - If One Person Company or any officer of such company contravenes the provisions of these rules, One Person Company or any officer of the One Person Company shall be punishable with fine which may extend to ten thousand rupees and with a further fine which may extend to one thousand rupees for every day after the first during which such contravention continues.

[6. Conversion of One Person Company into a Public company or a Private company. - (1) The One Person company shall alter its memorandum and articles by passing a resolution in accordance with subsection (3) of section 122 of the Act to give effect to the conversion and to make necessary changes incidental thereto.

(2) A One Person company may be converted into a Private or Public Company, other than a company registered under section 8 of the Act, after increasing the minimum number of members and directors to two or seven members and two or three directors, as the case may be, and maintaining the minimum paid-up capital as per the requirements of the Act for such class of company and by making due compliance of section 18 of the Act for conversion.

(3) The company shall file an application in e-Form No. INC-6 for its conversion into Private or Public Company, other than under section 8 of the Act, along with fees as provided in the Companies (Registration offices and fees) Rules, 2014 by attaching documents, namely: -

(a) Altered MOA and AOA;

(b) copy of resolution;

(c) the list of proposed members and its directors along with consent;

(d) list of creditors; and

(e) the latest audited balance sheet and profit and loss account.

(4) On being satisfied that the requirements stated herein have been complied with, the Registrar shall approve the form and issue the Certificate.]

7. Conversion of private company into One Person Company. - (1) A private company other than a company registered under section 8 of the Act [ [***] and average annual turnover during the relevant period] is two crore rupees or less may convert itself into one person company by passing a special resolution in the general meeting.

(2) Before passing such resolution, the company shall obtain No objection in writing from members and creditors.

(3) The one person company shall file copy of the special resolution with the Registrar of Companies within thirty days from the date of passing such resolution in Form No. MGT.14.

(4) The company shall file an application in Form No.INC.6 for its conversion into One Person Company along with fees as provided in in the Companies (Registration offices and fees) Rules, 2014, by attaching the following documents, namely:-

(i) The directors of the company shall give a declaration by way of affidavit duly sworn in confirming that all members and creditors of the company have given their consent for conversion, [***];

(ii) the list of members and list of creditors;

(iii) the latest Audited Balance Sheet and the Profit and Loss Account; and

(iv) the copy of No Objection letter of secured creditors.

(5) On being satisfied and complied with requirements stated herein the Registrar shall issue the Certificate.

[7A. Penalty. - If a One Person Company or any officer of such company contravenes any of the provisions of these rules, the One Person Company or any officer of the such Company shall be punishable. with fine which may extend to five thousand rupees and with a further fine which may extend to five hundred rupees for every day after the first offence during which such contravention continues;]

[8. Names which resemble too nearly with name of existing company. - (1) A name applied for shall be deemed to resemble too nearly with the name of an existing company, if, and only if, after comparing the name applied for with the name of an existing company by disregarding the matters set out in sub-rule (2), the names are same.

(2) The following matters are to be disregarded while comparing the names under sub-rule (1): -

(a) the words like Private, Pvt, Pvt., (P), OPC Pvt. Ltd., IFSC Limited, IFSC Pvt. Limited, Producer Limited, Limited, Unlimited, Ltd, Ltd., LLP, Limited Liability Partnership, company, and company, & co, & co., co., co, corporation, corp, corpn, corp or group;

(b) the plural or singular form of words in one or both names;

A. Illustrations

(i) Green Technology Ltd. is same as Greens Technology Ltd. and Greens Technologies Ltd.

(ii) Pratap Technology Ltd. is same as Prataps Technology Ltd. and Prataps Technologies Ltd.

(iii) SM Computers Ltd. is not same as SMS Computers Ltd.

(c) type and case of letters, spacing between letters, punctuation marks and special characters used in one or both names;

B. Illustrations

(i) ABC Ltd. is same as A.B.C. Ltd. and A B C Ltd.

(ii) TeamWork Ltd. is same as Team@Work Ltd. and Team-Work Ltd.

(d) use of different tenses in one or both names ;

C. Illustrations

(i) Ascend Solutions Ltd. is same as Ascended Solutions Ltd. and Ascending Solutions Ltd.

(ii) Speak English Solutions Limited is same as Spoken English Solutions Limited.

(e) use of different phonetic spellings including use of misspelled words of an expression;

D. Illustrations

(i) Chemtech Ltd. is same as Chemtec Ltd., Chemtek Ltd., Cemtech Ltd., Cemtek Ltd., Kemtech Ltd., and Kemtek Ltd.

(ii) Bee Kay Ltd is same as BK Ltd, Be Kay Ltd., B Kay Ltd., Bee K Ltd., B.K. Ltd. and Beee Kay Ltd.

(f) use of host name such as 'www' or a domain extension such as 'net', 'org', 'dot' or 'com' in one or both names;

E. Illustrations

(i) Ultra Solutions Ltd. is same as Ultrasolutions.com Ltd.

(ii) Supreme Ultra Solutions Ltd. is not the same as Ultrasolutions.com Ltd.

(g) the order of words in the names;

F. Illustrations

(i) Ravi Builders and Contractors Ltd. is same as Ravi Contractors and Builders Ltd.

(ii) Ravi Builders and Contractors Limited is not the same as Ravi Shankar Builders and Contractors Limited.

(h) use of the definite or indefinite article in one or both names;

G. Illustrations

(i) Congenial Tours Ltd. is same as A Congenial Tours Ltd. and The Congenial Tours Ltd.

(ii) Isha Industries Limited is not the same as Anisha Industries Limited.

(i) a slight variation in the spelling of the two names including a grammatical variation thereof;

H. Illustrations

(i) Color Technologies Ltd. is same as Colour Technologies Ltd.

(ii) Disc Solutions Ltd. is same as Disk Solutions Ltd. but it is not same as Disco Solutions Ltd.

(j) complete translation or transliteration, and not part thereof, of an existing name, in Hindi or in English;

I. Illustrations

(i) National Electricity Corporation Ltd. is same as Rashtriya Vidyut Nigam Ltd.

(ii) Hike Construction Ltd. is not the same as Hike Nirman Ltd.

(k) addition of the name of a place to an existing name, which does not contain the name of any place;

J. Illustrations

(i) If Salvage Technologies Ltd. is an existing name, it is same as Salvage Technologies Delhi Ltd and Salvage Delhi Technologies Ltd.

(ii) Retro Pharmaceuticals Ranchi Ltd. is not the same as Retro Pharmaceuticals Chennai Ltd.

(l) addition, deletion, or modification of numerals or expressions denoting numerals in an existing name, unless the numeral represents any brand;

K. Illustrations

(i) Thunder Services Ltd is same as Thunder11 Services Ltd and One Thunder Services Ltd

(ii) Style Garments11 Ltd. is same as Style Garments Ltd and Style 12 Garments Ltd.

(iii) One 11 Power Equipment Ltd is not the same as One Power Equipment Ltd, if One 11 represents a brand:

Provided that clauses (f) to (h) and clauses (k) and (l) shall not be disregarded while comparing the names, if a no objection by way of a Board resolution has been provided by an existing company.

8A. Undesirable names. - (1) The name shall be considered undesirable, if -

(a) it is prohibited under the provisions of section 3 of the Emblems and Names (Prevention and Improper Use) Act, 1950 (12 of 1950), unless a previous permission has been obtained under that Act;

(b) save as provided in section 35 of the Trade Marks Act, 1999 (47 of 1999), the name includes a trade mark registered under the Trade Marks Act, 1999 and the rules framed thereunder in the same class of goods or services in which the activity of the company is being carried out or is proposed to be carried out, unless the consent of the owner [***] of the trade mark, as the case may be, has been obtained and produced by the promoters;

(c) it includes any word or words which are offensive to any section of the people;

(d) the proposed name is identical with or too nearly resembles the name of a limited liability partnership:

Provided that the provisions of rule 8 shall apply mutatis mutandis while determining whether a proposed name is too nearly resembling the name of a limited liability partnership;

(e) the proposed name is identical with or too nearly resembles with a name which is for the time being reserved in accordance with rule 9:

Provided that the provisions of rule 8 shall apply mutatis mutandis while determining whether a proposed name is too nearly resembling with a reserved name;

(f) the company's main business is financing, leasing, chit fund, investments, securities or combination thereof, but the proposed name is not indicative of such related financial activities, viz., Chit Fund or Investment or Loan, etc.;

(g) the company's name is indicative of activities financing, leasing, chit fund, investments, securities or combination thereof, but the company’s main business is not related to such activities;

(h) it resembles closely the popular or abbreviated description of an existing company or limited liability partnership;

(i) the proposed name is identical with or too nearly resembles the name of a company or limited liability partnership incorporated outside India and reserved by such company or limited liability partnership with the Registrar:

Provided that if a foreign company is incorporating its subsidiary company in India, then the original name of the holding company as it is may be allowed with the addition of word India or name of any Indian State or city, if otherwise available:

Provided further that provisions of rule 8 shall apply mutatis mutandis while determining whether a proposed name is too nearly resembling the name of a company or limited liability partnership incorporated outside India;

(j) any part of the proposed name includes the words indicative of a separate type of business constitution or legal person or any connotation thereof e.g. co-operative, sehkari, trust, LLP, partnership, society, proprietor, HUF, firm, Inc., PLC, GmbH, SA, PTE, Sdn, AG, etc.;

Explanation. - For the purposes of this clause, it is hereby clarified that the name including phrase 'Electoral Trust' may be allowed for registration of companies to be formed under section 8 of the Act, in accordance with the Electoral Trusts Scheme, 2013 notified by the Central Board of Direct Taxes (CBDT):

Provided that name application is accompanied with an affidavit to the effect that the name to be obtained shall be only for the purpose of registration of companies under the said Electoral Trust Scheme as notified by the Central Board of Direct Taxes;

(k) the proposed name contains the words 'British India';

(l) the proposed name implies association or connection with an embassy or consulate of a foreign government;

(m) the proposed name includes or implies association or connection with or patronage of a national hero or any person held in high esteem or important personages who occupied or are occupying important positions in the Government;

(n) the proposed name is identical to the name of a company dissolved as a result of liquidation proceeding and a period of two years has not elapsed from the date of such dissolution:

Provided that if the proposed name is identical with the name of a company which is struck off in pursuance of action under section 248 of the Act or under section 560 of the Companies Act, 1956 (1 of 1956) then the same shall not be allowed before the expiry of twenty years from the date of publication in the Official Gazette being so struck off;

(o) it is identical with the name of a limited liability partnership in liquidation or the name of a limited liability partnership which is struck off up to a period of five years;

(p) the proposed name include words such as 'Insurance', 'Bank', 'Stock Exchange', 'Venture Capital', 'Asset Management', 'Nidhi', 'Mutual Fund', etc., unless a declaration is submitted by the applicant that the requirements mandated by the respective regulator, such as IRDA, RBI, SEBI, MCA, etc. have been complied with by the applicant;

(q) the proposed name includes the word "State", in case the company is not a Government company;

(r) the proposed name is containing only the name of a continent, country, State, city such as Asia limited, Germany Limited, Haryana Limited or Mysore Limited;

(s) Use of descriptive names, where the name merely consists of commonly used words to describe an activity.

Explanation. - For the purposes of this clause, -

(A) the term "commonly used words" refers to use of generic expressions which may be used by any other company to describe its trade;

(B) while determining whether a name is descriptive or not, the objects of the proposed company or the order of words appearing in a name shall not be relevant;

(C) the name shall not be deemed to be descriptive where "commonly used words" are used in addition to other words in the name;

A. Illustrations

(i) The names Silk Manufacturers Private Limited and Manufacturers Silk Ltd. are descriptive names as they merely describe an activity which may also be carried out by any other company and the order of the words is not relevant while determining a descriptive name.

(ii) The names Computer World Ltd., Food Star Ltd., Tour Hub Ltd or House of Chocolate Ltd are not descriptive as the names do not merely consist of commonly used words.

(iii) The names Technical Vista Ltd or Vista Technical are not descriptive as the names do not merely consist of commonly used words and the order of the words is not relevant while determining whether a name is descriptive.

(iv) The name Drinking Water Plant Ltd. is a descriptive name, even if the object of the company is not related to making drinking water plant as it consists of commonly used words and objects of the proposed company is not relevant while determining whether a name is descriptive.

(v) The name Silk Wise Manufacturers Private Limited is not descriptive as it contains words other than commonly used words.

(t) the proposed name includes name of any foreign country or any city in a foreign country, the same shall be allowed if the applicant produces any proof of significance of business relations with such foreign country like memorandum of understanding with a company of such country:

Provided that the name combining the name of a foreign country with the use of India like India Japan or Japan India shall be allowed if, there is a government to government participation or patronage and no company shall be incorporated using the name of an enemy country.

Explanation. - For the purposes of this clause, 'enemy country' means so declared by the Government of India from time to time.

(u) the proposed name of a section 8 company under the Act does not include the words Foundation, Forum, Association, Federation, Chambers, Confederation, Council, Electoral Trust and the like, etc.

(v) the proposed name of a Nidhi company under the Act does not have the last words "Nidhi Limited" as a part of its name.

(w) the proposed name has been released from the register of companies upon change of name of a company and three years have not elapsed since the date of change unless a specific direction has been received from the competent authority in the course of compromise, arrangement or amalgamation.

(2) The applicant shall declare in affirmative or negative (to affirm or deny) whether he is using or has been using in the last five years, the name applied for incorporation of company or LLP in any other business constitution like Sole proprietor or Partnership or any other incorporated or unincorporated entity and if, yes details thereof and No Objection Certificate from other partners and associates for use of such name by the proposed Company or LLP, as the case may be, and also a declaration as to whether such other business shall be taken over by the proposed company or LLP or not.

8B. Word or expression which can be used only after obtaining previous approval of Central Government. - In terms clause (b) of sub-section (3) of section 4, the following words and combinations thereof shall not be used in the name of a company in English or any of the languages depicting the same meaning unless the previous approval of the Central Government has been obtained for the use of any such word or expression: -

(a) Board;

(b) Commission;

(c) Authority;

(d) Undertaking;

(e) National;

(f) Union;

(g) Central;

(h) Federal;

(i) Republic;

(j) President;

(k) Rashtrapati;

(l) Small Scale Industries;

(m) Khadi and Village Industries Corporation;

(n) Financial Corporation and the like;

(o) Municipal;

(p) Panchayat;

(q) Development Authority;

(r) Prime Minister or Chief Minister;

(s) Minister;

(t) Nation;

(u) Forest corporation;

(v) Development Scheme;

(w) Statute or Statutory;

(x) Court or Judiciary;

(y) Governor;

(z) the use of word Scheme with the name of Government (s), State, India, Bharat or any Government authority or in any manner resembling with the schemes launched by Central, State or local Governments and authorities; and

(za) Bureau.]

[9. Reservation of name or change of name. - An application for reservation of name shall be made through the web service available at www.mca.gov.in by using web service SPICe+ (Simplified Proforma for Incorporating Company Electronically Plus: INC-32), and for change of name by using web service RUN (Reserve Unique Name) along with fee as provided in the Companies (Registration Offices and Fees) Rules, 2014, which may either be approved or rejected, as the case may be, by the Registrar, Central Registration Centre after allowing re-submission of such web form within fifteen days for rectification of the defects, if any, with effect from the 23rd February, 2020.]

[9A. Extension of reservation of name in certain cases. – Upon payment of fees provided below through the web service available at www.mca.gov.in, the Registrar shall extend the period of a name reserved under rule 9 by using web service SPICe+ (Simplified Proforma for Incorporating Company Electronically Plus: INC-32), upto:

(a) forty days from the date of approval under rule 9, on payment of fees of rupees of one thousand rupees made before the expiry of twenty days from the date of approval under rule 9;

(b) sixty days from the date of approval under rule 9 on payment of fees of rupees two thousand made before the expiry of forty days referred to in clause (a) above;

(c) sixty days from the date of approval under rule 9 on payment of fees of rupees three thousand made before the expiry of twenty days from the date of approval under rule 9: Provided that the Registrar shall have the power to cancel the reserved name in accordance with subsection (5) of section 4 of the Act.]

10. Where the articles contain the provisions for entrenchment, the company shall give notice to the Registrar of such provisions in Form No.INC.2 or [***], or [SPICe+ (Simplified Proforma for Incorporating Company Electronically Plus: INC-32)] as the case may be, along with the fee as provided in the Companies (Registration offices and fees) Rules, 2014 at the time of incorporation of the company or in case of existing companies, the same shall be filed in Form No.MGT.14 within thirty days from the date of entrenchment of the articles, as the case may be, along with the fee as provided in the Companies (Registration offices and fees) Rules, 2014.

11. The model articles as prescribed in Table F, G, H, I and J of Schedule I may be adopted by a company as may be applicable to the case of the company, either in totality or otherwise.

[12. Application for incorporation of companies. - An application for registration of a company shall be filed with the Registrar within whose jurisdiction the registered office of the company is proposed to be situated in [SPICe+ (Simplified Proforma for Incorporating Company Electronically Plus: INC-32)] along with the fee as provided under the Companies (Registration offices and fees) Rules, 2014.

Provided that in case pursuing of any of the objects of a company requires registration or approval from sectoral regulators such as the Reserve Bank of India, the Securities and Exchange Board, registration or approval, as the case may be from such regulator shall be obtained by the proposed company before pursuing such object and a declaration in this behalf shall be submitted at the stage of incorporation of the company]

[Provided further that in case of a Company being incorporated as a Nidhi, the declaration by the Central Government under section 406 of the Act shall be obtained by the Nidhi before commencing the business and a declaration in this behalf shall be submitted at the stage of incorporation by the company.]

13. Signing of memorandum and articles. - The Memorandum and Articles of Association of the company shall be signed in the following manner, namely: -

(1) The memorandum and articles of association of the company shall be signed by each subscriber to the memorandum, who shall add his name, address, description and occupation, if any, in the presence of at least one witness who shall attest the signature and shall likewise sign and add his name, address, description and occupation, if any and the witness shall state that "I witness to subscriber/subscriber(s), who has/have subscribed and signed in my presence (date and place to be given); further I have verified his or their Identity Details (ID) for their identification and satisfied myself of his/her/their identification particulars as filled in"

(2) Where a subscriber to the memorandum is illiterate, he shall affix his thumb impression or mark which shall be described as such by the person, writing for him, who shall place the name of the subscriber against or below the mark and authenticate it by his own signature and he shall also write against the name of the subscriber, the number of shares taken by him.

[Explanation. - For the purposes of sub-rule (1) and Sub-rule (2), the type written or printed particulars of the subscribers and witnesses shall be allowed as if it is written by the subscriber and witness respectively so long as the subscriber and the witness as the case may be appends his or her signature or thumb impression, as the case may be.]

(3) Such person shall also read and explain the contents of the memorandum and articles of association to the subscriber and make an endorsement to that effect on the memorandum and articles of association.

(4) Where the subscriber to the memorandum is a body corporate, the memorandum and articles of association shall be signed by director, officer or employee of the body corporate duly authorized in this behalf by a resolution of the board of directors of the body corporate and where the subscriber is a Limited Liability Partnership, it shall be signed by a partner of the Limited Liability Partnership, duly authorized by a resolution approved by all the partners of the Limited Liability Partnership:

Provided that in either case, the person so authorized shall not, at the same time, be a subscriber to the memorandum and articles of Association.

(5) Where subscriber to the memorandum is a foreign national residing outside India-

(a) in a country in any part of the Commonwealth, his signatures and address on the memorandum and articles of association and proof of identity shall be notarized by a Notary (Public) in that part of the Commonwealth.

(b) in a country which is a party to the Hague Apostille Convention, 1961, his signatures and address on the memorandum and articles of association and proof of identity shall be notarized before the Notary (Public) of the country of his origin and be duly apostillised in accordance with the said Hague Convention.

(c) in a country outside the Commonwealth and which is not a party to the Hague Apostille Convention, 1961, his signatures and address on the memorandum and articles of association and proof of identity, shall be notarized before the Notary (Public) of such country and the certificate of the Notary (Public) shall be authenticated by a Diplomatic or Consular Officer empowered in this behalf under section 3 of the Diplomatic and Consular Officers (Oaths and Fees) Act, 1948 (40 of 1948) or, where there is no such officer by any of the officials mentioned in section 6 of the Commissioners of Oaths Act, 1889 (52 and 53 Vic.C.10), or in any Act amending the same;

(d) visited in India and intended to incorporate a company, in such case the incorporation shall be allowed if, he/she is having a valid Business Visa.

Explanation. - For the purposes of this clause, it is hereby clarified that, in case of Person is of Indian Origin or Overseas Citizen of India, requirement of business Visa shall not be applicable.

14. Declaration by professionals. - For the purposes of clause (b) of sub-section (1) of section 7, the declaration by an advocate, a Chartered Accountant, Cost accountant or Company Secretary in practice shall be in Form No. INC.8.

Explanation. (i) "chartered accountant" means a chartered accountant as defined in clause (b) of sub section 1 of section 2 of the Chartered Accountants Act, 1949 (ii) "Cost Accountant" means a cost accountant as defined in clause (b) of subsection (1) of section 2 of the Cost and Works Accountants Act, 1959 and (iii) "company secretary" means a "company secretary" or "secretary" means as defined in clause (c) of sub-section (1) of section 2 of the Company Secretaries Act, 1980.

[15. Declaration from Subscribers and First Directors. - For the purposes of clause (c) of sub-section (1) of section 7, the declaration shall be submitted by each of the subscribers to the memorandum and each of the first directors named in the articles in Form No.INC-9.]

16. Particulars of every subscriber to be filed with the Registrar at the time of incorporation. - (1) The following particulars of every subscriber to the memorandum shall be filed with the Registrar -

(a) Name (including surname or family name) and recent Photograph affixed and scan with MOA and AOA:

(b) Father's/ Mother's/ name:

(c) Nationality:

(d) Date of Birth:

(e) Place of Birth (District and State):

(f) Educational qualification:

(g) Occupation:

(h) Income-tax permanent account number:

(i) Permanent residential address and also Present address (Time since residing at present address and address of previous residence address (es) if stay of present address is less than one year) similarly the office/business addresses :

(j) Email id of Subscriber;

(k) Phone No. of Subscriber;

(l) Fax no. of Subscriber (optional)

Explanation. - information related to (i) to (l) shall be of the individual subscriber and not of the professional engaged in the incorporation of the company;

(m) Proof of Identity:

[Explanation. - In case the subscriber is already holding a valid Din, and the Particulars provided therein have been updated as on the date of application, and the declaration to this effect is given in the application, the proof of identity and residence need not be attached.]

For Indian Nationals:

    PAN Card (mandatory) and any one of the following

    Voter's identity card

    Passport copy

    Driving License copy

    Unique Identification Number (UIN)

For Foreign nationals and Non Resident Indians

    Passport

(n) Residential proof such as Bank Statement, Electricity Bill, Telephone/ Mobile Bill:

Provided that Bank statement Electricity bill, Telephone or Mobile bill shall not be more than two months old;

(o) Proof of nationality in case the subscriber is a foreign national.

(p) If the subscriber is already a director or promoter of a company(s), the particulars relating to-

(i) Name of the company;

(ii) Corporate Identity Number;

(iii) Whether interested as a director or promoter;

[***]

(2) Where the subscriber to the memorandum is a body corporate, then the following particulars shall be filed with the Registrar-

(a) Corporate Identity Number of the Company or Registration number of the body corporate, if any

(b) GLN, if any;

(c) the name of the body corporate

(d) the registered office address or principal place of business;

(e) E-mail Id;

(f) if the body corporate is a company, certified true copy of the board resolution specifying inter alia the authorization to subscribe to the memorandum of association of the proposed company and to make investment in the proposed company, the number of shares proposed to be subscribed by the body corporate, and the name, address and designation of the person authorized to subscribe to the Memorandum;

(g) if the body corporate is a limited liability partnership [***], certified true copy of the resolution agreed to by all the partners specifying inter alia the authorization to subscribe to the memorandum of association of the proposed company and to make investment in the proposed company, the number of shares proposed to be subscribed in the body corporate, and the name of the partner authorized to subscribe to the Memorandum;

(h) the particulars as specified above for subscribers in terms of clause (e) of sub- section (1) of section 7 for the person subscribing for body corporate;

(i) in case of foreign bodies corporate, the details relating to-

(i) the copy of certificate of incorporation of the foreign body corporate; and

(ii) the registered office address.

17. Particulars of first directors of the company and their consent to act as such. - The particulars of each person mentioned in the articles as first director of the company and his interest in other firms or bodies corporate along with his consent to act as director of the company shall be filed in Form No.DIR.12 along with the fee as provided in the Companies (Registration offices and fees) Rules, 2014.

[18. Certificate of incorporation. - The Certificate of Incorporation shall be issued by the Registrar in Form No. INC-11 and the Certificate of Incorporation shall mention permanent account number of the company where it is issued by the Income-tax Department.]

19. License under section 8 for new companies with charitable objects etc. - (1) A person or an association of persons (hereinafter referred to in this rule as "the proposed company"), desirous of incorporating a company with limited liability under sub-section (1) of section 8 without the addition to its name of the word "Limited", or as the case may be, the words "Private Limited", shall make an application in [SPICe+ (Simplified Proforma for Incorporating Company Electronically Plus: INC-32)] along with the fee as provided in the Companies (Registration offices and fees) Rules, 2014 to the Registrar for a license under sub-section (1) of section 8.

(2) The memorandum of association of the proposed company shall be in Form No.INC.13.

(3) The application under sub-rule (1) shall be accompanied by the following documents, namely:-

(a) [the memorandum] and articles of association of the proposed company;

(b) the declaration in Form No.INC.14 by an Advocate, a Chartered Accountant, Cost Accountant or Company Secretary in practice, that [the memorandum] and articles of association have been drawn up in conformity with the provisions of section 8 and rules made thereunder and that all the requirements of the Act and the rules made thereunder relating to registration of the company under section 8 and matters incidental or supplemental thereto have been complied with;

(c) an estimate of the future annual income and expenditure of the company for next three years, specifying the sources of the income and the objects of the expenditure;

(d) the declaration by each of the persons making the application in Form No. INC.15.

20. License for existing companies. - (1) A limited company registered under this Act or under any previous company law, with any of the objects specified in clause (a) of sub-section (1) of section 8 and the restrictions and prohibitions as mentioned respectively in clause (b) and (c) of that sub-section, and which is desirous of being registered under section 8, without the addition to its name of the word "Limited" or as the case may be, the words "Private Limited", shall make an application in Form No.INC.12 along with the fee as provided in the Companies (Registration offices and fees) Rules, 2014 to the Registrar for a licence under sub-section (5) of section 8.

(2) The application under sub-rule (1), shall be accompanied by the following documents, namely:-

(a) the memorandum and articles of association of the company;

(b) the declaration as given in Form No.INC.14 by an Advocate, a Chartered accountant, Cost Accountant or Company Secretary in Practice, that the memorandum and articles of association have been drawn up in conformity with the provisions of section 8 and rules made thereunder and that all the requirements of the Act and the rules made thereunder relating to registration of the company under section 8 and matters incidental or supplemental thereto have been complied with;

(c) For each of the two financial years immediately preceding the date of the application, or when the company has functioned only for one financial year, for such year (i) the financial statements, (ii) the Board's reports, and (iii) the audit reports, relating to existing companies

(d) a statement showing in detail the assets (with the values thereof), and the liabilities of the company, as on the date of the application or within thirty days preceding that date;

(e) an estimate of the future annual income and expenditure of the company for next three years, specifying the sources of the income and the objects of the expenditure;

(f) the certified copy of the resolutions passed in general/ board meetings approving registration of the company under section 8; and

(g) a declaration by each of the persons making the application in Form No.INC.15.

(2) The company shall, within a week from the date of making the application to the Registrar, publish a notice at his own expense, and a copy of the notice, as published, shall be sent forthwith to the Registrar and the said notice shall be in Form No. INC.26 and shall be published-

(a) at least once in a vernacular newspaper in the principal vernacular language of the district in which the registered office of the proposed company is to be situated or is situated, and circulating in that district, and at least once in English language in an English newspaper circulating in that district; and

(b) on the websites as may be notified by the Central Government.

(4) The Registrar may require the applicant to furnish the approval or concurrence of any appropriate authority, regulatory body, department or Ministry of the Central Government or the State Government(s).

(5) The Registrar shall, after considering the objections, if any, received by it within thirty days from the date of publication of notice, and after consulting any authority, regulatory body, Department or Ministry of the Central Government or the State Government(s), as it may, in its discretion, decide whether the license should or should not be granted.

(6) The license shall be in Form No.INC.16. or Form No.INC.17, as the case may be, and the Registrar shall have power to include in the licence such other conditions as may be deemed necessary by him.

(7) The Registrar may direct the company to insert in its memorandum, or in its articles, or partly in one and partly in the other, such conditions of the license as may be specified by the Registrar in this behalf.

21. Conditions for conversion of a company registered under Section 8 into a company of any other kind. - (1) A company registered under section 8 which intends to convert itself into a company of any other kind shall pass a special resolution at a general meeting for approving such conversion.

(2) The explanatory statement annexed to the notice convening the general meeting shall set out in detail the reasons for opting for such conversion including the following, namely:-

(a) the date of incorporation of the company;

(b) the principal objects of the company as set out in the memorandum of association;

(c) the reasons as to why the activities for achieving the objects of the company cannot be carried on in the current structure i.e. as a section 8 company;

(d) if the principal or main objects of the company are proposed to be altered, what would be the altered objects and the reasons for the alteration;

(e) what are the privileges or concessions currently enjoyed by the company, such as tax exemptions, approvals for receiving donations or contributions including foreign contributions, land and other immovable properties, if any, that were acquired by the company at concessional rates or prices or gratuitously and, if so, the market prices prevalent at the time of acquisition and the price that was paid by the company, details of any donations or bequests received by the company with conditions attached to their utilization etc.

(f) details of impact of the proposed conversion on the members of the company including details of any benefits that may accrue to the members as a result of the conversion.

(2) A certified true copy of the special resolution along with a copy of the Notice convening the meeting including the explanatory statement shall be filed with the Registrar in Form No.MGT.14 along with the fee

(3) The company shall file an application in Form No.INC.18 with the Regional Director with the fee along with a certified true copy of the special resolution and a copy of the Notice convening the meeting including the explanatory statement for approval for converting itself into a company of any other kind and the company shall also attach the proof of serving of the notice served to all the authorities mentioned in sub-rule (2) of rule 22.

(4) A copy of the application with annexures as filed with the Regional Director shall also be filed with the Registrar.

22. Other conditions to be complied with by companies registered under section 8 seeking conversion into any other kind. - (1) The company shall, within a week from the date of submitting the application to the Regional Director, publish a notice at its own expense, and a copy of the notice, as published, shall be sent forthwith to the Regional Director and the said notice shall be in Form No. INC.19 and shall be published-

(a) at least once in a vernacular newspaper in the principal vernacular language of the district in which the registered office of the company is situated, and having a wide circulation in that district, and at least once in English language in an English newspaper having a wide circulation in that district; and

(b) on the website of the company, if any, and as may be notified or directed by the Central Government.

(2) The company shall send a copy of the notice, simultaneously with its publication, together with a copy of the application and all attachments by registered post or hand delivery, to the Chief Commissioner of Income Tax having jurisdiction over the company, Income Tax Officer who has jurisdiction over the company, the Charity Commissioner, the Chief Secretary of the State in which the registered office of the company is situated, any organization or Department of the Central Government or State Government or other authority under whose jurisdiction the company has been operating and if any of these authorities wish to make any representation to Regional Director, it shall do so within sixty days of the receipt of the notice, after giving an opportunity to the Company.

(3) The copy of proof of serving such notice shall be attached to the application.

(4) The Board of directors shall give a declaration to the effect that no portion of the income or property of the company has been or shall be paid or transferred directly or indirectly by way of dividend or bonus or otherwise to persons who are or have been members of the company or to any one or more of them or to any persons claiming through any one or more of them.

(4a) Where the company has obtained any special status, privilege, exemption, benefit or grant(s) from any authority such as Income Tax Department, Charity Commissioner or any organization or Department of Central Government, State Government, Municipal Body or any recognized authority, a "No Objection Certificate" must be obtained, if required under the terms of the said special status, privilege, exemption, benefit or grant(s) from the concerned authority and filed with the Regional Director, along with the application.

(5) The company should have filed all its financial statements and Annual Returns upto the financial year preceding the submission of the application to the Regional Director and all other returns required to be filed under the Act up to the date of submitting the application to the Regional Director and in the event the application is made after the expiry of three months from the date of preceding financial year to which the financial statement has been filed, a statement of the financial position duly certified by chartered accountant made up to a date not preceding thirty days of filing the application shall be attached.

(6) The company shall attach with the application a certificate from practicing Chartered Accountant or Company Secretary in practice or Cost Accountant in practice certifying that the conditions laid down in the Act and these rules relating to conversion of a company registered under section 8 into any other kind of company, have been complied with.

(7) The Regional Director may require the applicant to furnish the approval or concurrence of any particular authority for grant of his approval for the conversion and he may also obtain the report from the Registrar

(8) On receipt of the application, and on being satisfied , the Regional Director shall issue an order approving the conversion of the company into a company of any other kind subject to such terms and conditions as may be imposed in the facts and circumstances of each case including the following conditions, namely;-

(a) the company shall give up and shall not claim, with effect from the date its conversion takes effect, any special status, exemptions or privileges that it enjoyed by virtue of having been registered under the provisions of section 8;

(b) if the company had acquired any immovable property free of cost or at a concessional cost from any government or authority, it may be required to pay the difference between the cost at which it acquired such property and the market price of such property at the time of conversion either to the government or to the authority that provided the immovable property;

(c) any accumulated profit or unutilised income of the company brought forward from previous years shall be first utilized to settle all outstanding statutory dues, amounts due to lenders claims of creditors, suppliers, service providers and others including employees and lastly any loans advanced by the promoters or members or any other amounts due to them and the balance, if any, shall be transferred to the Investor Education and Protection Fund within thirty days of receiving the approval for conversion;

(9) Before imposing the conditions or rejecting the application, the company shall be given a reasonable opportunity of being heard by the Regional Director

(10) On receipt of the approval of the Regional Director,

(i) the company shall convene a general meeting of its members to pass a special resolution for amending its memorandum of association and articles of association as required under the Act consequent to the conversion of the section 8 company into a company of any other kind;

(ii) the Company shall thereafter file with the Registrar. -

(a) a certified copy of the approval of the Regional Director within thirty days from the date of receipt of the order in Form No.INC.20 along with the fee;

(b) amended memorandum of association and articles of association of the company.

(c) a declaration by the directors that the conditions, if any imposed by the Regional Director have been fully complied with.

(11) On receipt of the documents referred to in sub rule (10) above, the Registrar shall register the documents and issue the fresh Certificate of Incorporation.

23. Intimation to Registrar of revocation of licence issued under section 8. - Where the licence granted to a company registered under section 8 has been revoked, the company shall apply to the Registrar in Form No.INC.20 along with the fee to convert its status and change of name accordingly.

[23A. Declaration at the time of commencement of business. - The declaration under section 10A by a director shall be in Form No.INC-20A and shall be filed as provided in the Companies (Registration Offices and Fees) Rules, 2014 and the contents of the said form shall be verified by a Company Secretary or a Chartered Accountant or a Cost Accountant, in practice:

Provided that in the case of a company pursuing objects requiring registration or approval from any sectoral regulators such as the Reserve Bank of India, Securities and Exchange Board of India, etc., the registration or approval, as the case may be from such regulator shall also be obtained and attached with the declaration.]

[24. * * *]

OLD LAW ▼

24. Declaration at the time of commencement of business. - The declaration filed by a director shall be in Form No.INC.21 along with the fee as and the contents of the form shall be verified by a Company Secretary in practice or a Chartered Accountant or a Cost Accountant in practice:

Provided that in the case of a company requiring registration from sectoral regulators such as Reserve Bank of India, Securities and Exchange Board of India etc, the approval from such regulator shall be required.

25. Verification of registered office. - (1) The verification of the registered office shall be filed in Form No.INC.22 along with the fee, and

(2) There shall be attached to said Form, any of the following documents, namely :-

(a) the registered document of the title of the premises of the registered office in the name of the company; or

(b) 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;

(c) 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

(d) 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.

[25A. Active Company Tagging Identities and Verification (Active). - (1) Every company incorporated on or before the 31st December, 2017 shall file the particulars of the company and its registered office, in e-Form ACTIVE (Active Company Tagging Identities and Verification) [on or before 15.06.2019].

Provided that any company which has not filed its due financial statements under section 137 or due annual returns under section 92 or both with the Registrar shall be restricted from filing e-Form-ACTIVE, unless such company is under management dispute and the Registrar has recorded the same on the register:

Provided further that companies which have been struck off or are under process of striking off or under liquidation or amalgamated or dissolved, as recorded in the register, shall not be required to file e-Form Active:

Provided also that in case a company does not intimate the said particulars, the Company shall be marked as "Active-non-compliant" [on or after 16th June, 2019] and shall be liable for action under sub-section (9) of section 12 of the Act:

Provided also that no request for recording the following event based information or changes shall be accepted by the Registrar from such companies marked as "Active-non-compliant", unless "e-Form Active" is filed -

(i) SH-07 (Change in Authorized Capital);

(ii) PAS-03 (Change in Paid-up Capital);

[(iii) DIR-12 (changes in Director except in case of:

(a) cessation of any director or

(b) appointment of directors in such company where the total number of directors are less than the minimum number provided in clause (a) of sub-section (1) of section 149 on account of disqualification of all or any of the director under section 164.

(c) appointment of any director in such company where DINs of all or any its director(s) have been deactivated.

(d) appointment of director(s) for implementation of the order passed by the Court or Tribunal or Appellate Tribunal under the provisions of this Act or under the Insolvency and Bankruptcy Code, 2016).]

(iv) INC-22 (Change in Registered Office);

(v) INC-28 (Amalgamation, de-merger)

(2) Where a company files "e-Form Active", [on or after 16th June, 2019], the company shall be marked as "Active Compliant', on payment of fee of ten thousand rupees]

[25B. Physical verification of the Registered Office of the company. - (1) The Registrar, based upon the information or documents made available on MCA 21, shall visit at the address of the registered office of the company and may cause the physical verification of the said registered office for the purposes of sub-section (9) of section 12, in presence of two independent witness of the locality in which the said registered office is situated and may also seek assistance of the local Police for such verification, if required.

(2) The Registrar shall carry the documents as filed on MCA 21 in support of the address of the registered office of the company for the purposes of physical verification and to check the authenticity of the same by cross verification with the copies of supporting documents of such address collected during the said physical verification, duly authenticated from the occupant of the property whereat the said registered office is situated.

(3) The Registrar shall take a photograph of the registered office of the company while causing physical verification of the same.

(4) The report of the physical verification shall be prepared in the following format namely:-

Report on Physical Verification of the Registered Office of the Company:

1. Name and CIN of the company:-

2. Latest address of the registered office of the company as per MCA 21 record:-

3. Date of authorisation letter issued by the Registrar of Companies:-

4. Name of the Registrar of Companies:-

5. Date and Time of visit for physical verification of the registered office:-

6. Location details along with Landmark:-

7. Details of the person available, if any at the time of the visit -

    (i) Name:-

    (ii) Father's Name:-

    (iii) Residential address:-

    (iv) Relationship with the company, if applicable:-

8. Remarks if any:-

9. Documents attached:-

    (i) Copy of the agreement/ownership/rent agreement/No Objection Certificate of the registered office of the company from owner/tenant/lessor:-

    (ii) Photograph of the registered office:-

    (iii) Self Attested ID-Card of the person available, if any:-

    (iv) Any other document(s):-

Date:

Place:

Signature

Name and Designation of the official
with official address.

(5) Where the registered office of the company is found to be not capable of receiving and acknowledging all communications and notices, the Registrar shall send a notice to the company and all the directors of the company, of his intention to remove the name of the company from the register of companies and requesting them to send their representations along with copies of relevant documents, if any, within a period of thirty days from the date of the notice before taking further actions in accordance with the provisions of section 248 of the Act.]

[26. Publication of name by company. - Every company which has a website for conducting online business or otherwise, shall disclose/publish its name, address of its registered office, the Corporate identity Number, Telephone number, fax number if any, email and the name of the person who may be contacted in case of any queries or grievances on the landing/home page of the said website.

(2) The Central Government may as and when required, notify the other documents on which the name of company shall be printed.]

27. Notice and verification of change of situation of the registered office. - The notice of change of the situation of the registered office and verification thereof shall be filed in Form No.INC.22 along with the fee and shall be attached to the said form, the similar documents and manner of verification as are specified for verification of Registered office on incorporation in terms of sub-section (2) of section 12.

[28. Shifting of registered office within the same State. - (1) An application seeking confirmation from the Regional Director for shifting the registered office within the same State from the jurisdiction of one Registrar of Companies to the jurisdiction of another Registrar of Companies, shall be filed by the company with the Regional Director in Form No. INC. 23 along with the fee and following documents, -

(a) Board Resolution for shifting of registered office;

(b) Special Resolution of the members of the company approving the shifting of registered office;

(c) a declaration given by the Key Managerial Personnel or any two directors authorised by the Board, that the company has not defaulted in payment of dues to its workmen and has either the consent of its creditors for the proposed shifting or has made necessary provision for the payment thereof;

(d) a declaration not to seek change in the jurisdiction of the Court where cases for prosecution are pending;

(e) acknowledged copy of intimation to the Chief Secretary of the State as to the proposed shifting and that the employees interest is not adversely affected consequent to proposed shifting.]

[(2) The Regional Director shall examine the application referred to in sub-rule (1) and the application may be put up for orders without hearing and the order either approving or rejecting the application shall be passed within fifteen days of the receipt of application complete in all respects.

(3) The certified copy of order of the Regional Director, approving the alternation of memorandum for transfer of registered office company within the same State, shall be filed in Form No. INC-28 along with fee with the Registrar of State within thirty days from the date of receipt of certified copy of the order.]

29. Alteration of Memorandum by change of name. - [(1) The change of name shall not be allowed to a company which has not filed annual returns or financial statements due for filing with the Registrar or which has failed to pay or repay matured deposits or debentures or interest thereon:

Provided that the change of name shall be allowed upon filing necessary documents or payment or repayment of matured deposits or debentures or interest thereon as the case may be.]

(2) An application shall be filed in Form No.INC.24 along with the fee for change in the name of the company and a new certificate of incorporation in Form No.INC.25 shall be issued to the company consequent upon change of name.

[30. Shifting of registered office from one State or Union territory to another State. - (1) An application under sub-section (4) of section 13, for the purpose of seeking approval for alteration of memorandum with regard to the change of place of the registered office from one State Government or Union territory to another, shall be filed with the Central Government in Form No. INC.23 along with the fee and shall be accompanied by the following documents, namely: -

(a) a copy of Memorandum of Association, with proposed alterations;

(b) a copy of the minutes of the general meeting at which the resolution authorising such alteration was passed, giving details of the number of votes cast in favour or against the resolution;

(c) a copy of Board Resolution or Power of Attorney or the executed Vakalatnama, as the case may be.

(2) There shall be attached to the application, 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:-

(a) the names and address of every creditor and debenture holder of the company;

(b) the nature and respective amounts due to them in respect of debts, claims or liabilities:

Provided that the list of creditors and debenture holders, accompanied by declaration 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, stating that

(i) they have made a full enquiry into the affairs of the company and, having done so, have concluded that the list of creditors are 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, and

(ii) no employee shall be retrenched as a consequence of shifting of the registered office from one state to another state and also there shall be an application filed by the company to the Chief Secretary of the concerned State Government or the Union territory.

(3) A duly authenticated copy of the list of creditors shall be kept at the registered office of the company and 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.

(4) There shall also be attached to the application a copy of the acknowledgment of service of a copy of the application with complete annexures to the Registrar and Chief Secretary of the State Government or Union territory where the registered office is situated at the time of filing the application.

(5) The company shall, not more than thirty days before the date of filing the application in Form No. INC.23 -

(a) advertise in the Form No. INC.26 in the vernacular newspaper in the principal vernacular language in the district and in English language in an English newspaper [with wide circulation] in the State in which the registered office of the company is situated:

Provided that a copy of advertisement shall be served on the Central Government immediately on its publication.

(b) serve, by registered post with acknowledgment due, individual notice, to the effect set out in clause (a) on each debenture-holder and creditor of the company; and

(c) serve, by registered post with acknowledgment 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.

(6) There shall be attached to the application a duly authenticated copy of the advertisement and notices issued under sub-rule (5), a copy each of the objection received by the applicant, and tabulated details of responses along with the counter-response from the company received either in the electronic mode or in physical mode in response to the advertisements and notices issued under sub-rule (5).

(7) Where no objection has been received from any person in response to the advertisement or notice under sub-rule (5) or otherwise, the application may be put up for orders without hearing and the order either approving or rejecting the application shall be passed within fifteen days of the receipt of the application.

(8) Where an objection has been received,

(i) the Central Government shall hold a hearing or hearings, as required and direct the company to file an affidavit to record the consensus reached at the hearing, upon executing which, the Central Government shall pass an order approving the shifting, within sixty days of filing the application.

(ii) where no consensus is reached at the hearings the company shall file an affidavit specifying the manner in which objection is to be resolved within a definite time frame, duly reserving the original jurisdiction to the objector for pursuing its legal remedies, even after the registered office is shifted, upon execution of which the Central Government shall pass an order confirming or rejecting the alteration within sixty days of the filing of application.

(9) The order passed by the Central Government confirming the alteration may be on such terms and conditions, if any, as it thinks fit, and may include such order as to costs as it thinks proper:

Provided that the shifting of registered office shall not be allowed if any inquiry, inspection or investigation has been initiated against the company or any prosecution is pending against the company under the Act.

(10) On completion of such inquiry, inspection or investigation as a consequence of which no prosecution is envisaged or no prosecution is pending, shifting of registered office shall be allowed.]

OLD LAW ▼

30. Shifting of registered office from one State or Union territory to another State. - (1) An application under sub-section (4) of section 13, for the purpose of seeking approval for alteration of memorandum with regard to the change of place of the registered office from one State Government or Union territory to another, shall be filed with the Central Government in Form No. INC.23 along with the fee and shall be accompanied by the following documents, namely:-

(a) a copy of the memorandum and articles of association;

(b) a copy of the notice convening the general meeting along with relevant Explanatory Statement;

(c) a copy of the special resolution sanctioning the alteration by the members of the company;

(d) 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;

(e) an affidavit verifying the application;

(f) the list of creditors and debenture holders entitled to object to the application;

(g) an affidavit verifying the list of creditors;

(h) the document relating to payment of application fee;

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

(2) There shall be attached to the application, 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:-

(a) the names and address of every creditor and debenture holder of the company;

(b) the nature and respective amounts due to them in respect of debts, claims or liabilities:

Provided that the applicant company shall file 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.

(3) There shall also be attached to the application 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 and also there shall be an application filed by the company to the Chief Secretary of the concerned State Government or the Union territory

(4) A duly authenticated copy of the list of creditors shall be kept at the registered office of the company and 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.

(5) There shall also be attached to the application a copy of the acknowledgment of service of a copy of the application with complete annexures to the Registrar and Chief Secretary of the State Government or Union territory where the registered office is situated at the time of filing the application.

(6) The company shall at least fourteen days before the date of hearing-

(a) 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;

(b) serve, by registered post with acknowledgment due, individual notice(s), to the effect set out in clause (a) on each debenture-holder and creditor of the company; and

(c) serve, by registered post with acknowledgment 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.

(7) Where any objection of any person whose interest is likely to be affected by the proposed application has been received by the applicant, it shall serve a copy thereof to the Central Government on or before the date of hearing.

(8) Where no objection has been received from any of the parties, who have been duly served, the application may be put up for orders without hearing.

(9) Before confirming the alteration, the Central Government shall ensure that, with respect to every creditor and debenture holder who, in the opinion of the Central government, is entitled to object to the alteration, and who signifies his objection in the manner directed by the Central government, either his consent to the alteration has been obtained or his debt or claim has been discharged or has determined, or has been secured to the satisfaction of the Central Government.

(10) The Central Government may make an order confirming the alteration on such terms and conditions, if any, as it thinks fit, and may make such order as to costs as it thinks proper:

Provided that the shifting of registered office shall not be allowed if any inquiry, inspection or investigation has been initiated against the company or any prosecution is pending against the company under the Act.

31. The certified copy of the order of the Central Government, approving the alteration of the memorandum for transfer of registered office of the company from one State to another, shall be filed in Form No.INC.28 along with the fee as with the Registrar of the State within thirty days from the date of receipt of certified copy of the order.

32. Change of objects for which money is raised through prospectus. - (1) Where the company has raised money from public through prospectus and has any unutilised amount out of the money so raised, it shall not change the objects for which the money so raised is to be applied unless a special resolution is passed through postal ballot and the notice in respect of the resolution for altering the objects shall contain the following particulars, namely:-

(a) the total money received;

(b) the total money utilized for the objects stated in the prospectus;

(c) the unutilized amount out of the money so raised through prospectus,

(d) the particulars of the proposed alteration or change in the objects;

(e) the justification for the alteration or change in the objects;

(f) the amount proposed to be utilized for the new objects;

(g) the estimated financial impact of the proposed alteration on the earnings and cash flow of the company;

(h) the other relevant information which is necessary for the members to take an informed decision on the proposed resolution;

(i) the place from where any interested person may obtain a copy of the notice of resolution to be passed.

(2) The advertisement giving details of each resolution to be passed for change in objects which shall be published simultaneously with the dispatch of postal ballot notices to shareholders.

(3) The notice shall also be placed on the website of the company, if any.

33. Alteration of articles. - (1) For effecting the conversion of a private company into a public company or vice versa, the application shall be filed in Form No.INC.27 with fee.

(2) A copy of order of the competent authority approving the alteration, shall be filed with the Registrar in Form No. INC.27 with fee together with the printed copy of the altered articles within fifteen days of the receipt of the order from the Central Government.

Explanation. - For the purposes of this sub-rule, the term "competent authority" means, the Central Government.

[33A. Allotment of a new name to the existing company under section 16(3) of the Act. - (1) In case a company fails to change its name or new name, as the case may be, in accordance with the direction issued under sub-section (1) of section 16 of the Act within a period of three months from the date of issue of such direction, the letters "ORDNC" (which is an abbreviation of the words "Order of Regional Director Not Complied"), the year of passing of the direction, the serial number and the existing Corporate Identity Number (CIN) of the company shall become the new name of the company without any further act or deed by the company, and the Registrar shall accordingly make entry of the new name in the register of companies and issue a fresh certificate of incorporation in Form No.INC-11C:

Provided that nothing contained in sub-rule (1) shall apply in case e-form INC-24 filed by the company is pending for disposal at the expiry of three months from the date of issue of direction by Regional Director, unless the said e-form is subsequently rejected.

(2) A company whose name has been changed under sub-rule (1) shall at once make necessary compliance with the provisions of section 12 of the Act and the statement, "Order of Regional Director Not Complied (under section 16 of the Companies Act, 2013)" shall be mentioned in brackets below the name of company, wherever its name is printed, affixed or engraved:

Provided that no such statement shall be required to be mentioned in case the company subsequently changes its name in accordance with the provisions of section 13 of the Act.]

34. Copies of memorandum and articles, etc. to be given to members on request being made by them. - A company shall on payment of fee, send a copy of each of the following documents to a member within seven days of the request being made by him-

(1) the memorandum;

(2) the articles;

(3) every agreement and every resolution referred to in sub-section (1) of section 117, if and so far as they have not been embodied in the memorandum and articles.

35. Service of documents. - (1) A document may be served on a company or an officer thereof through electronic transmission.

(2) For the purposes of sub-rule (1), the term, "electronic transmission" means a communication-

(a) delivered by -

(i) facsimile telecommunication or electronic mail when directed to the facsimile number or electronic mail address, respectively, which the company or the officer has provided from time to time for sending communications to the company or the officer respectively;

(ii) posting of an electronic message board or network that the company or the officer has designated for such communications, and which transmission shall be validly delivered upon the posting; or

(iii) other means of electronic communication, in respect of which the company or the officer has put in place reasonable systems to verify that the sender is the person purporting to send the transmission; and

(b) that creates a record that is capable of retention, retrieval and review, and which may thereafter be rendered into clearly legible tangible form.

(3) A document may be served on the Registrar or any member through electronic transmission.

(4) For the purposes of sub-rule (3), the term, "electronic transmission" means a communication -

(a) delivered by -

(i) facsimile telecommunication or electronic mail when directed to the facsimile number or electronic mail address, respectively, which the Registrar or the member has provided from time to time for sending communications to the Registrar or the member respectively;

(ii) posting of an electronic message board or network that the Registrar or the member has designated for those communications, and which transmission shall be validly delivered upon the posting; or

(iii) other means of electronic communication, in respect of which the Registrar or the member has put in place reasonable systems to verify that the sender is the person purporting to send the transmission, and

(b) that creates a record that is capable of retention, retrieval and review, and which may thereafter be rendered into clearly legible tangible form.

(5) For the purposes of sub-section (1) and (2) of section 20, "courier" means a document sent through a courier which provides proof of delivery.

(6) In case of delivery by post, such service shall be deemed to have been effected-

(i) in the case of a notice of a meeting, at the expiration of forty eight hours after the letter containing the same is posted; and

(ii) in any other case, at the time at which the letter would be delivered in the ordinary course of post.

[36. ***]

OLD LAW ▼

[36. Integrated Process for Incorporation. - (1) For the purpose of simplifying the filing of forms for incorporation of a company, the integrated process shall apply with effect from 01/05/2015.

(2) For the purposes of sub-rule (1), the application for allotment of Director Identification Number upto three Directors, reservation of a name, incorporation of company and appointment of Directors of the proposed company shall be filed in Integrated Form No. INC-29,for One Person Company, private company, public company and Producer Company, with the Registrar within whose Jurisdiction the registered office of the company is proposed to be situated, along with the fee of rupees two thousand in addition to the registration fee as specified in Companies (Registration of Offices and Fees) Rules, 2014.

(3) For the purposes of filing Integrated Incorporation form, the particulars of maximum of three directors shall be allowed to be filled in INC-29 and allotment of Director Identification Number of maximum of three proposed directors shall be permitted in Form INC-29 in case of proposed directors not having approved Director Identification Number.

(4) The promoter or applicant of the proposed company shall propose only one name in e-form No. INC-29.

(5) The promoter or applicant of the proposed company may prepare Memorandum of Association as per templates. in Form INC-30 and may opt for templates of Articles of Association in Form INC-31 in accordance with the provisions of rule 13 for preparation of Memorandum .of Association and Article of Association.

(6) The promoter or the applicant shall sign and witness, the memorandum of Association and Articles of Association in the forms downloaded from the portal of the Ministry of Corporate Affairs and scanned legibly and attach to e-form INC-29 in accordance with the provisions of rule 13 for preparation of memorandum of Association and Articles of Association.

(7) The facility to file Integrated application for incorporation in Form INC-29 is available as an option to the process for separate applications for allotment of Director Identification Number, reservation of name and Incorporation of a company as provided in these rules.

(8) For an application filed using the Integrated process of incorporation as provided in this rule, the provisions of sub-clause (i) of sub-section (5) of section 4 of the Act and rule 9 of these rulE~s shall not apply.

(9) A company using the provisions of this rule may furnish verification of its registered office under sub-section (2) of section 12 of the Act by filing e-Form INC-29 in which case the company shall attach along with such e-Form INC-29, any of the documents referred to in sub-rule (2) of rule 25.

(10) The requirement of filing e-form INC-22 may be dispensed with if, the proposed company maintains its registered office at the given correspondence address.

(11) The Registrar within whose jurisdiction the registered office of the company is proposed to be situated shall process INC-29 including application 'for allotment of Director Identification Number.

(12) (a) Where the Registrar, on examining e-form INC-29, finds that it is necessary to call for further information or finds such application or document to be defective or incomplete in any respect, he shall give intimation to the applicant to remove the defects and re-submit the e-form within fifteen days from the date of such intimation given by the Registrar.

(b) After the resubmission of the document, if the registrar still finds that the document is defective or incomplete in any respect, he shall give one more opportunity of fifteen days to remove such defects or deficiencies.

(c) In case, the Registrar is of the opinion that the document is defective or incomplete in any respect after giving such two opportunities, the e-form INC-29 of the proposed company shall be rejected.

(13) The Certificate of Incorporation shall be issued by the Registrar in Form No. INC-11.]

[37. Conversion of unlimited liability company into a limited liability company by shares or guarantee. - (1) Without prejudice to any other provision in the Companies Act, for effecting the conversion of an unlimited liability company with or without share capital into limited liability company by shares or guarantee, such a company shall pass a special resolution in a general meeting and thereafter, an application shall be filed in Form No. INC-27 in the manner provided in sub-rules (2) and (3).

(2) The Company shall within seven days from the date of passing of the special resolution in a general meeting, publish a notice,in Form No. INC-27Aof such proposed conversion in two newspapers (one in English and one in vernacular language) in the district in which the registered office of the company is situate and shall also place the same on the website of the Company, if any, indicating clearly the proposal of conversion of the company into a company limited by shares or guarantee, and seeking objections if any, from the persons interested in its affairs to such conversion and cause a copy of such notice to be dispatched to its creditors and debentures holders made as on the date of notice of the general meeting by registered post or by speed post or through courier with proof of dispatch. The notice shall also state that the objections, if any, may be intimated to the Registrar and to the company within twenty-one days of the date of publication of the notice, duly indicating nature of interest and grounds of opposition.

(3) The Company shall within forty five days of passing of the special resolution file an application as prescribed in sub rule (1) for its conversion into a company limited by shares or guarantee alongwith the fees as provided in the Companies (Registration offices and Fees) Rules, 2014, by attaching the following documents, namely:-

a. notice of the general meeting along with explanatory statement;

b. copy of the resolution passed in the general meeting;

c. copy of the newspaper publication;

d. a copy of altered Memorandum of Association as well as Articles of Association duly certified by any one of the Directors duly authorised in this behalf or Company Secretary of the Company, if any.

e. declaration signed by not less than two Directors of the Company, including Managing Director, if any, that such conversion shall not affect any debts, liabilities, obligations or contracts incurred or entered into by or on behalf of the Company before conversion (except to the extent that the liability of the members shall become limited).

f. a complete list of creditors and debenture holders, to whom individual notices have been sent under sub-rule (2) setting forth the following details, namely:-

(i) the names and address of every creditor and debenture holder of the Company;

(ii) the nature and respective amounts due to them in respect of debts, claims or liabilities:

(iii) declaration by a Director of the Company that notice as required under sub-rule (2) has been dispatched to all the creditors and debenture holders with proof of dispatch.

g. a declaration signed by 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 are proper estimates of the values of such debts and claims and that there are no other debts or claims against the company to their knowledge.

h. a declaration of solvency signed by at least two Directors of the Company, one of whom shall be the Managing Director,where there is one to the effect that the Board of Directors of the Company have made a full inquiry into the affairs of the company, as a result of which they have formed an opinion that it is capable of meeting its liabilities and will not be rendered insolvent within a period of one year from the date of declaration, through a resolution, passed in a duly convened meeting or by circulation.

i. The company shall also obtain a certificate from the Auditors that the company is solvent and that it is a going concern as on the date of passing of resolution by the Board certifying solvency as per clause (h) above.

j. No Objection Certificate from sectoral regulator, if applicable.

k. No Objection Certificate from all secured creditors, if any.

(4) Declaration signed by not less than two Directors including Managing Director, where there is one, that no complaints are pending against the company from the members or investors and no inquiry, inspection or investigation is pending against the company or its Directors or officers.

(5) The Registrar shall, after considering the application and objections if any, received by the Registrar and after ensuring that the company has satisfactorily addressed the objections received by the company, suitably decide whether the approval for conversion should or should not be granted.

(6) The certificate of incorporation consequent to conversion of unlimited liability company to into a company limited by shares or guarantee be in Form INC-11A issued to the company upon grant of approval for conversion.

(7) Conditions to be complied with, subsequent to conversion. - (1) Company shall not change its name for a period of one year from the date of such conversion.

(2) The company shall not declare or distribute any dividend without satisfying past debts, liabilities, obligations or contracts incurred or entered into before conversion.

Explanation: For the purpose of this clause, past debts, liabilities, obligations or contracts does not include secured debts due to banks and financial institutions.

(8) An Unlimited Liability Company shall not be eligible for conversion into a company limited by shares or guarantee in case-

(a) its networth is negative, or

(b) an application is pending under the provisions of the Companies Act1956 or the Companies Act, 2013 for striking off its name, or

(c) the company is in default of any of its Annual Returns or financial statements under the provisions of the Companies Act, 1956 or the Companies Act, 2013, or

(d) a petition for winding up is pending against the company, or

(e) the company has not received amount due on calls in arrears, from its directors, for a period of not less than six months from the due date; or

(f) an inquiry, inspection or investigation is pending against the company.

(9) The Registrar of Companies shall take a decision on the application filed under these rules within thirty days from the date of receipt of application complete in all respects.]

[38. Simplified Proforma for Incorporating Company [Electronically Plus (SPICE+)]. - (1) The application for incorporation of a company under this rule shall be in [SPICe+ (Simplified Proforma for Incorporating Company Electronically Plus: INC-32)] alongwith e-Memorandum of Association (e-MOA) in Form No. INC-33 and e-Articles of Association (e-AOA) in Form No. INC-34.

Provided that in case of incorporation of a company falling under section 8 of the Act, [SPICe+ (Simplified Proforma for Incorporating Company Electronically Plus: INC-32)] shall be filed along with FORM No. INC-13 (Memorandum of Association) and FORM No. INC-31 (Articles of Association) as attachments.

[Provided further that in case of incorporation of a company having more than seven subscribers or where any of the subscriber to the MOA/AOA is signing at a place outside India, MOA/AOA shall be filed with INC-32 (SPICe) in the respective formats as specified in Table A to J in Schedule I without filing form INC-33 and INC-34.]

(2) For the purposes of sub-rule (1), the application for allotment of Director Identification Number upto three Directors, reservation of a name, incorporation of company and appointment of Directors of the proposed for One Person Company, private company, public company and a company falling under section 8 of the Act, shall be filed in [SPICe+ (Simplified Proforma for Incorporating Company Electronically Plus: INC-32)], with the Registrar, within whose jurisdiction the registered office of the company is proposed to be situated along with the fee of rupees five hundred in addition to the registration fee as specified in the Companies (Registration of Offices and Fees) Rules, 2014:

Provided that where an applicant has applied for reservation of a name under Rule 9 and which has been approved therein, he may fill the reserved name as proposed name of the company.

[Provided further that in case of companies incorporated, with effect from the 26th day of January, 2018 with a nominal capital of less than or [equal to rupees fifteen lakhs] or in respect of companies not having a share capital whose number of members as stated in the articles of association does not exceed twenty, fee on INC-32 (SPICEe) shall not be applicable.]

(3) For the purposes of filing SPICe Form, the particulars of maximum of three directors shall be allowed to be filled in [SPICe+ (Simplified Proforma for Incorporating Company Electronically Plus: INC-32)], and allotment of Director Identification Number of maximum of three proposed directors shall be permitted in [SPICe+ (Simplified Proforma for Incorporating Company Electronically Plus: INC-32)] in case of proposed directors not having approved Director Identification Number.

(4)The promoter or applicant of the proposed company shall propose only one name in [SPICe+ (Simplified Proforma for Incorporating Company Electronically Plus: INC-32)].

(5) The promoter or applicant of the proposed company shall prepare Memorandum of Association (e-MoA) in FORM No. INC-33 and Articles of Association (e-AoA) in FORM No. INC-34, in accordance with rule 13. Provided that the subscribers and witness or witnesses shall affix their digital signatures to the e-MoA and e-AoA.

(6) For incorporation using application as provided in this rule, provisions of the sub-clause (i) of sub-section (5) of section 4 of the Act, rule 9, and clause (a) of sub-rule (1) of rule 16 to the extent of affixing recent photograph shall not apply.

(7) A company using the provisions of this rule may furnish verification of its registered office under sub-section (2) of section 12 of the Act by filing [SPICe+ (Simplified Proforma for Incorporating Company Electronically Plus: INC-32)] in which case the company shall attach along with such [SPICe+ (Simplified Proforma for Incorporating Company Electronically Plus: INC-32)], any of the documents referred to in sub-rule (2) of rule 25.

(8) FORM No. INC-22 shall not be required to be filed in case the proposed company maintains its registered office at the given correspondence address.

(9) (a) Where the Registrar, on examining [SPICe+ (Simplified Proforma for Incorporating Company Electronically Plus: INC-32)], finds that it is necessary to call for further information or finds such application or document to be defective or incomplete in any respect, he shall give intimation to the applicant to remove the defects and re-submit the e-form within fifteen days from the date of such intimation given by the Registrar.

(b) After the resubmission of the document, if the registrar still finds that the document is defective or incomplete in any respect, he shall give one more opportunity of fifteen days to remove such defects or deficiencies.

Provided that the total period for re-submission of documents shall not exceed thirty days.

(10) The Certificate of Incorporation of company shall be issued by the Registrar in Form No. INC-11.]

[38A. Application for registration of the Goods and Service Tax Identification Number (GSTIN), Employees' State Insurance Corporation (ESIC) registration [Employees' Provident Fund Organisation (EPFO) Registration and Profession Tax Registration [,Opening of Bank Account and Shops and Establishment Registration]]. - The application for incorporation of a company under rule 38 shall be accompanied by e-form [AGILE-PRO-S](INC-35) containing an application for registration of the following numbers, namely: -

(a) GSTIN with effect from 31st March, 2019

(b) EPFO with effect from 8th April, 2019

(c) ESIC with effect from 15th April, 2019]

[(d) Profession Tax Registration with effect from the 23rd February, 2020;

(e) Opening Bank Account with effect from the 23rd February, 2020;

(f) Shops and Establishment Registration.]

[39. Conversion of a company limited by guarantee into a company limited by shares. - (1) A company other than a company registered under section 25 of the Companies Act, 1956 or section 8 of the Companies Act, 2013 may convert itself into a company limited by shares.

(2) The company seeking conversion shall have a share capital equivalent to the guarantee amount.

(3) A special resolution is passed by its members authorising such a conversion omitting the guarantee clause in its Memorandum of Association and altering the Articles of Association to provide for the articles as are applicable for a company limited by shares.

(4) A copy of the special resolution shall be filed with the Registrar of Companies in Form no. MGT - 14 within thirty days from the date of passing of the same along with fee as prescribed in the Companies (Registration Offices and Fees) Rules, 2014.

(5) An application in Form No. INC-27 shall be filed with the Registrar of Companies within thirty days from date of the passing of the special resolution enclosing the altered Memorandum of Association and altered Articles of Association and a list of members with the number of shares held aggregating to a minimum paid up capital which is equivalent to the amount of guarantee hither to provided by its members.

(6) The Registrar of Companies shall take a decision on the application filed under these rules within thirty days from the date of receipt of application complete in all respects and upon approval of Form No. INC-27, the company shall be issued with a certificate of incorporation in Form No. INC-11B.]

[40. Application under sub-section (41) of section 2 for change in financial year. - (1) The application for approval of concerned Regional Director under sub-section (41) of section 2 , shall be filed in e-Form No.RD-1along with the fee as provided in the Companies (Registration Offices and Fees) Rules, 2014 and shall be accompanied by the following documents, namely: -

(a) grounds and reasons for the application;

(b) a copy of the minutes of the board meeting at which the resolution authorising such change was passed, giving details of the number of votes cast in favour and or against the resolution;

(c) Power of Attorney or Memorandum of Appearance, as the case may be;

(d) details of any previous application made within last five years for change in financial year and outcome thereof along with copy of order.

(2) Where the Regional Director on examining the application, referred to in sub-rule (1), finds it necessary to call for further information or finds such application to be defective or incomplete in any respect, he shall give intimation of such information called for or defects or incompleteness, on the last intimated e-mail address of the person or the company, which has filed such application, directing the person or the company to furnish such information, or to rectify defects or incompleteness and to re-submit such application within a period of fifteen days, in e-Form No. RD-GNL-5.

Provided that a maximum of two re-submissions shall be allowed.

(3) (a) In case where such further information called for has not been provided or the defects or incompleteness has not been rectified to the satisfaction of the Regional Director within the period allowed under sub-rule (2), the Regional Director shall reject the application with reasons within thirty days from the date of filing application or within thirty days from the date of last re-submission made as the case may be.

(b) In case where the application is found to be in order, Regional Director shall allow and convey the order within thirty days from the date of application or within thirty days from the date of last re-submission, as the case may be.

(c) where no order for approval or re-submission or rejection has been explicitly made by the Regional Director within the stipulated time of thirty days, it shall be deemed that the application stands approved and an approval order shall be automatically issued to the applicant.

(4) The order conveyed by the Regional Director shall be filed by the company with the Registrar in Form No.INC-28 within thirty days from the date of receipt of the order along with fee as provided in the Companies (Registration Offices and Fees) Rules, 2014.

41. Application under section 14 for conversion of public company into private company. - (1) An application under the second proviso to sub-section (1) of section 14 for the conversion of a public company into a private company, shall, within sixty days from the date of passing of special resolution, be filed with Regional Director in e-Form No. RD-1 along with the fee as provided in the Companies (Registration Offices and Fees) Rules, 2014 and shall be accompanied by the following documents, namely: -

(a) a draft copy of Memorandum of Association and Articles of Association , with proposed alterations including the alterations pursuant to sub-section (68) of section 2;

(b) a copy of the minutes of the general meeting at which the special resolution authorising such alteration was passed together with details of votes cast in favour and or against with names of dissenters;

(c) a copy of Board resolution or Power of Attorney dated not earlier than thirty days, as the case may be, authorising to file application for such conversion;

(d) declaration by a key managerial personnel that pursuant to the provisions of sub-section (68) of section 2, the company limits the number of its members to two hundred and also stating that no deposit has been accepted by the company in violation of the Act and rules made thereunder;

(e) declaration by a key managerial personnel that there has been no non-compliance of sections 73 to 76A, 177, 178, 185,186 and 188 of the Act and rules made thereunder;

(f) declaration by a key managerial personnel that no resolution is pending to be filed in terms of sub-section (3) of section 179 and also stating that the company was never listed in any of the Regional Stock Exchanges and if was so listed, all necessary procedures were complied with in full for complete delisting of the shares in accordance with the applicable rules and regulations laid down by Securities Exchange Board of India:

Provided that in case of such companies where no key managerial personnel is required to be appointed, the aforesaid declarations shall be filed any of the director.

(2) Every application filed under sub-rule (1) shall set out the following particulars, namely: -

(a) the date of the Board meeting at which the proposal for alteration of Memorandum and Articles was approved;

(b) the date of the general meeting at which the proposed alteration was approved;

(c) reason for conversion into a private company, effect of such conversion on shareholders, creditors, debenture holders, deposit holders and other related parties;

(d) details of any conversion made within last five years and outcome thereof along with copy of order;

(e) details as to whether the company is registered under section 8.

(3) There shall be attached to the application, a list of creditors, debenture holders, drawn up to the latest practicable date preceding the date of filing of application by not more than thirty days, setting forth the following details, namely: -

(a) the names and address of every creditor and debenture holder of the company;

(b) the nature and respective amounts due to them in respect of debts, claims or liabilities;

(c) in respect of any contingent or unascertained debt, the value, so far as can be justly estimated of such debt:

Provided that the company shall file 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 managing director, where there is one, to the effect that they have made a full enquiry into affairs of the company and, having done so, have formed an opinion that the list of creditors and debenture holders is correct, and that the estimated value as given in the list of the debts or claims payable on contingency or not ascertained are proper estimates of the values of such debts and claims that there are no other debts, or claims against, the company to their knowledge.

(4) A duly authenticated copy of the list of creditors and debenture holders shall be kept at the registered office of the company and 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 ten rupees per page to the company.

(5) The company shall, atleast twenty-one days before the date of filing of the application_

(a) advertise in the Form No.INC.25A, in a vernacular newspaper in the principal vernacular language in the district and in English language in an English newspaper, widely circulated in the State in which the registered office of the company is situated;

(b) serve, by registered post with acknowledgement due, individual notice on each debenture holder and creditor of the company; and

(c) serve, by registered post with acknowledgement due, a notice to the Regional Director and Registrar and to the regulatory body, if the company is regulated under any law for the time being in force.

(6) (a) Where no objection has been received from any person in response to the advertisement or notice referred to in sub-rule (5) and the application is complete in all respects, the same may be put up for orders without hearing and the concerned Regional Director shall pass an order approving the application within thirty days from the date of receipt of the application.

(b) Where the Regional Director on examining the application finds it necessary to call for further information or finds such application to be defective or incomplete in any respect, he shall within thirty days from the date of receipt of the application, give intimation of such information called for or defects or incompleteness, on the last intimated e-mail address of the person or the company, which has filed such application, directing the person or the company to furnish such information, to rectify defects or incompleteness and to re-submit such application within a period of fifteen days in e-Form No. RD-GNL-5:

Provided that maximum of two re-submissions shall be allowed.

(c) In cases where such further information called for has not been provided or the defects or incompleteness has not been rectified to the satisfaction of the Regional Director within the period allowed under [clause (b)], the Regional Director shall reject the application with reasons within thirty days from the date of filing application or within thirty days from the date of last re-submission made, as the case may be.

[***]

[(7) (i) Where an objection has been received or Regional Director on examining the application has specific objection under the provisions of the Act, the same shall be recorded in writing and the Regional Director shall hold a hearing or hearings within a period of thirty days as required and direct the company to file an affidavit to record the consensus reached at the hearing, upon executing which, the Regional Director shall pass an order either approving or rejecting the application along with the reasons within thirty days from the date of hearing.

(ii) In case where no consensus is received as referred in clause (i), the Regional Director may approve the conversion, if he is satisfied having regard to all the circumstances of the case, that the conversion would not be against the interests of the company or is not being made with a view to contravene or to avoid complying with the provisions of the Act, with reasons to be recorded in writing:

Provided that the conversion shall not be allowed if any inquiry, inspection or investigation has been initiated against the company or any prosecution is pending against the company under the Act.]

[(8)] On completion of such inquiry, inspection or investigation as a consequence of which no prosecution is envisaged or no prosecution is pending, conversion shall be allowed.

[(9)] The order conveyed by the Regional Director shall be filed by the company with the Registrar in Form No. INC-28 within fifteen days from the date of receipt of approval along with fee as provided in the Companies (Registration Offices and Fees) Rules, 2014.]


[Pursuant to section 4(4) of The Companies Act, 2013 and pursuant to rule 8 & 9 of The Companies (Incorporation) Rules 2014]




Service Request Number:

1.JPG

[RUN]

Reserve Unique Name

(For change of name only)

Dated:

   New Request

   Resubmission

SRN (Enter SRN which is under RSUB status)

   

CIN (Enter CIN for change of name for an existing company.)


Proposed Name 1 (Enter your proposed name.)


Proposed Name 2 (Enter your proposed name.)



Comments (Please mention any relevant comments Please attach Sectoral Regulator approvals. NOCs or any other required documents below. if applicable.)


No file chosen


Once you have submitted the name reservation request for change of name of company it will then be checked and, if found feasible, approved by the Central Registration Centre (CRC). You will receive an email from the CRC advising the outcome of the name reservation request.



Form No. INC. 2

[Pursuant to section 3(1) and 7(1) of the Companies Act, 2013 and rule 4, 10, 12 & 15 of the Companies (Incorporation) Rules 2014]

1.JPG

One Person Company-
Application for Incorporation


Form language       English       Hindi


Refer the instruction kit for filing the form.

1.

*Service Request Number (SRN) of Form INC. 1


2.

(a)

Name of the company



(b)

Type of Company is


(c)

Class of Company



(d)

Category


(e)

Sub Category



* (f)

Whether the company is    (Radio Button)       Having share capital       Not having share capital

3.

(a)

Name of the state/ Union territory in which the company is to be registered




(b)

Name of the office of the Registrar of Companies in which the company is to be registered



4.

* Whether the address for correspondence will be the address of Registered office of the Company


         Yes          No

I

Address for correspondence till the date registered office of the company is established


* Line I


  Line II


* City


* State/ Union Territory


* Pin code    

* District


  ISO Country Code  

  Country


* Ph. (with STD/ ISD code)



  Fax


  e-mail ID of the company


II

(a)   Address of the registered office of the company from the date of incorporation is


* Line I


  Line II


* City


* State/ Union Territory


* Pin code    

* District


  ISO Country Code  

  Country


* Ph. (with STD/ ISD code)



  Fax


  e-mail ID of the company



(b)

Registered Office is




Owned by Company

Owned by Director (Not taken on lease by company)



Taken on Lease by company

Owned by any other entity Person (Not taken on lease by company)


(c)

The full address of the police station under whose jurisdiction the registered office of the company is situated



* Police Station Name


* Address

Line I



Line II


* City



* State



* Pin code




(d)

* Particulars of the Utility Services Bill depicting the address of the Registered office (not older than two months)


5.

* Capital structure of the company, in case of company having share capital


(a)

Authorized capital of the company (in Rs.)



(i)

Number of equity shares     Nominal amount per equity share  



Total amount of equity shares (in Rs.)



(ii)

Number of preferences shares     Nominal amount per preference share  



Total amount of preference shares (in Rs.)


(b)

Subscribed capital of the company (in Rs.)



(i)

Number of equity shares     Nominal amount per equity share  



Total amount of equity shares (in Rs.)



(ii)

Number of preferences shares     Nominal amount per preference share  



Total amount of preference shares (in Rs.)


6.

* Main division of industrial activity of the company


Descriptiom of the main division



7.

Particulars of Promoter (first subscriber to the MOA)


*Whether the promoter shall be the sole director of the company      Yes       No


Director Identification number (DIN)


*Income-tax permanent a/c no. (PAN)


*First name


Middle Name


*Surname


Family Name


*     Father's name         Mother's name         Spouse's name


* Gender         Male         Female         Transgender

* Nationality  

* Date of Birth


* Place of Birth (District & State)


* Educational qualification


* Occupation Type         Self-employed         Professional         Homemaker         student Serviceman

Area of Occupation


Permanent address


*Line I


Line II


*City


*State/ Union Territory


* Pin code  

*ISO Country code    

Country


*Phone (with STD/ ISD code)     -


Mobile (with country code)          -


Fax


email id


*Duration of stay at present address     year(s)     month(s)

If Duration of stay at present address is less than one year then address of previous residence



*Proof of identity


*Residential Proof




If already a director or promoter of a company(s), specify details of such company(s) (In case director or promoter in more than three companies, attach seperate sheet as an optional attachment)

                   Director                    Promoter                                CIN

                                                                                

Name of the company


                   Director                    Promoter                                CIN

                                                                                

Name of the company


                   Director                    Promoter                                CIN

                                                                                      

Name of the company


8.

* (a)   Nomination


I (Small description box), the subscriber to the memorandum of association of (Small description box) do hereby nominate (Drop down – values; Mr., Ms.) (Small description box) who shall become the member of the company in the event of my death or incapacity to contract. I declare that the nominee is eligible for nomination within the meaning of Rule 3 of the Companies (Incorporation and Incidental) Rules 2014.


  (b)    Particulars of the Nominee


Director Identification number (DIN)


*Income-tax permanent a/c no. (PAN)


*First name


Middle Name


*Surname


Family Name


*     Father's name         Mother's name         Spouse's name


* Gender         Male         Female         Transgender

* Nationality  

*Date of Birth


*Place of Birth (District & State)


*Educational qualification


* Occupation Type         Self-employed         Professional         Homemaker         student Serviceman

Area of Occupation


Permanent address


*Line I


Line II


*City


*State/ Union Territory


* Pin code  

*ISO Country code    

Country


* Phone (with STD/ ISD code)             -


Mobile (with country code)                   -


Fax


email id


*Whether present address is same as the permanent address             Yes         No

*Line I


Line II


*City


*State/ Union Territory


* Pin code  

*ISO Country code    

Country


* Phone (with STD/ ISD code)             -


Mobile (with country code)                   -


Fax


email id


*Duration of stay at present address     year(s)     month(s)

If Duration of stay at present address is less than one year then address of previous residence

*Proof of identity


*Residential Proof


9.

(a)

*Whether the Articles are entrenched or not             Yes             No



(If yes, entrenched Articles should be annexed thereto)


(b)

Number of Articles to which provisions of entrenchment shall be applicable      



Details of Articles to which provisions of entrenchment shall be applicable


Sr. No.

Article Number

Content







10.

Particulars of payment of stamp duty


(a)

State or Union Territory in respect of which stamp duty is paid or to be paid



(b)

* Whether stamp duty is to be paid electronically through MCA21 system                 Yes        No        Not applicable



(i)   Details of stamp duty to be paid


Type of document/ Particulars

Form INC.2

Memorandum of association

Articles of association

Amount of stamp duty to be paid (in Rs.)





(ii)   Provide details of stamp duty already paid


Type of document/ Particulars

Form 1

Memorandum of association

Articles of association

Others

Total amount of stamp duty paid      (in Rs.)





Mode of Payment of stamp duty






Name of vendor or Treasury or Authority or any other competent agency authorised to collect stamp duty or to sell stamp papers or to emboss the documents or to dispense stamp vouchers on behalf of the Government





Serial number of embossing or stamps or stamp paper or treasury challan number





Registration number of vendor





Date of purchase of stamps or stamp paper or payment of stamp duty (DD/MM/YYYY)





Place of purchase of stamps or stamp paper or payment of stamp duty






Attachments


1.

*Memorandum of Association


2.

*Articles of Association


3.

*Proof of identity of the member and the nominee


4.

*Residential proof of the member and the nominee


5.

*Copy of PAN card of member and nominee


6.

*Consent of Nominee in form INC.3


7.

*Affidavit from the subscriber and first Director to the memorandum in Form No. INC.9


8.

List of all the companies (specifying their CIN) having the same registered office address, if any;


9.

Specimen Signature in Form INC.10


10.

Entrenched Articles of Association


11.

Proof of Registered Office address (Conveyance/ Lease deed/ Rent Agreement etc. along with rent receipts)


12.

Copies of the utility bills as mentioned above (not older than two months)


13.

Proof that the Company is permitted to use the address as the registered office of the Company if the same is owned by any other entity/ Person (not taken on lease by company)


14.

Consent from Director


15.

Optional Attachment, if any

Declaration


I   , a person named in the articles as subscriber as well as the sole director of the company do hereby declare that all the requirements of the Companies Act, 2013 and the rules made thereunder in respect to the registration of the company and matters precedent or incidental thereto have been complied with. It is further declared and verified that:


1.

Whatever is stated in this form and in the attachments thereto is true, correct and complete and no information material to the subject matter of this form has been suppressed or concealed and is as per the original records maintained by the promoters subscribing to the Memorandum of Association and Articles of Association.


2.

All the required attachments have been completely, correctly and legibly attached to this form.


3.

I have not been convicted of any offence in connection with the promotion, formation or management of any company during the preceding five years;


4.

I have not been found guilty of any fraud or misfeasance or of any breach of duty to any company under this Act or any previous company law during the preceding five years;


5.

I am not a director/ promoter of any company which is defaulting in filing of financial statements and annual return and/ or any company which has been declared as vanishing company; and


6.

I have also understood the provisions of sections 7(5), 7(6), 447, 448 and 449 of the Companies Act, 2013 and understand that I shall be liable for punishment in terms of section 7(5) and 7(6) of the Companies Act, 2013 in case of furnishing of false or incorrect information or for suppression of material information for registration of captioned company.

Declaration


I , a person named in the articles as a * (Drop down) {Values: Director/ Manager/ Company Secretary} declare that all the requirements of the Companies Act, 2013 and the rules made thereunder in respect to the registration of the company and matters precedent or incidental thereto have been complied with. I am authorized by the promoter subscribing to the Memorandum of Association and Articles of Association and the first director(s) to give this declaration and to sign and submit this Form. It is further declared and verified that


1.

Whatever is stated in this form and in the attachments thereto is true, correct and complete and no information material to the subject matter of this form has been suppressed or concealed and is as per the original records maintained by the promoters subscribing to the Memorandum of Association and Articles of Association.


2.

All the required attachments have been completely, correctly and legibly attached to this form.


* To be digitally signed by      


*DIN of the director or DIN or Income tax PAN of the manager or Membership no. of the company secretary


Note: Attention is drawn to provisions of section 7(5) and 7(6) which, inter-alia, provides that furnishing of any false or incorrect particulars of any information or suppression of any material information shall attract punishment for fraud under section 447. Attention is also drawn to provisions of sections 448 and 449 which provide for punishment for false statement and punishment for false evidence respectively.


For office use only:



eForm Service request no. (SRN)

eForm filing date

(DD/MM/YYYY)

This e-Form is hereby approved

Digital signature of the authorizing officer           

Date of signing

                 

(DD/MM/YYYY)



[Form No. INC. 3]

[Pursuant to section 3(1) of the Companies Act, 2013 and pursuant to Rule 4 (2), (3), (4), (5) & (6) of the Companies (Incorporation) Rules 2014]

1.JPG

One Person Company-
Nominee Consent Form


Form language       English       Hindi


Refer the instruction kit for filing the form.

1.

(a)

*SRN of RUN (In case of new company) or



Corporate identity number (CIN) of the company (In case of existing company)


(b)

Global location number (GLN)


2.

(a)

Name of the One Person Company


3.

*Consent


I


hereby give my consent to become the member of


in the event of death of


subscribe/ member of the company or his incapacity to contract

4.

Particulars of the nominee


Director Identification number (DIN)


*Income-tax permanent account number (PAN)


*First name


Middle Name


*Surname


Family Name


*     Father's name         Mother's name         Spouse's name


* Gender         Male         Female         Transgender

* Nationality  

*Date of Birth


*Place of Birth (District & State)


*Educational qualification

* Occupation Type
        Self-employed         Professional         Homemaker         student       Serviceman

Permanent Residence address


*Line I


Line II


*City


*State/ Union Territory

* Pin code  

*ISO Country code    

Country


* Phone (with STD/ ISD code)             -


Mobile (with country code)                   -


Fax


email id


*Whether present address is same as the permanent address             Yes         No

Present Address

*Line I


Line II


*City


*State/ Union Territory

* Pin code  

*ISO Country code    

Country


* Phone (with STD/ ISD code)             -


Mobile (with country code)                   -


Fax


email id


*Duration of stay at present address     year(s)     month(s)

If Duration of stay at present address is less than one year then address of previous residence


*Proof of identity

*Residential Proof

Declaration

I do solemnly declare that I am an Indian citizen and resident in India and I have not been convicted of any offence in connection with the promotion, formation or management of any company or LLP and have not been found guilty of any fraud or misfeasance or of any breach of duty to any company under this Act or any previous company law or LLP Act in the last give year. I further declare that I am not a nominee in any other One Person Company and I shall comply with eligibility criteria specified in Rule 3(3) within the prescribed period. I understand that the person nominating me may withdraw my nomination without my consent.

To be physically signed by

Nominee


* Date


* Place


Enclosures

1.

Copy of PAN card

2.

Proof of identity

3.

Residential Proof

Note: Attention is drawn to provision of section 7(5) and 7(6) which inter-alia that furnishing of any false or incorrect particulars of any information or suppression of any material information shall attract punishment for fraud under section 447. Attention is also drawn to provision of section 448 and 449 which provide for punishment for false statement and punishment for false evidence respectively.

This is a non e-Form. User is required to fill the form electronically and duly signed copy should be attached with e-Form INC-4 or INC-6, as the case may be.


Form No. INC. 4

[Pursuant to section 3(1) of the Companies Act, 2013 and Rules 4(4), (5) & (6) of the Companies (Incorporation) Rules 2014]

1.JPG

One Person Company-
Change in Member/
Nominee


Form language       English       Hindi


Refer the instruction kit for filing the form.

1.

* This form is for


    Notice of withdrawal of consent by the nominee


    Intimation about change in the name of the nominee


    Intimation of cessation of member

2.

*(a)

Corporate identity number (CIN) of company



(b)

Global Location Number of the company


3.

(a)

Name of One Person Company



(b)

Address of registered office of the company





(c)

email Id of the company


4.

Notice of withdrawal of consent


Notice is hereby given that



who was nominated as the nominee of



has withdrawn his/ her consent vide his/ her notice dated *   a copy of which is attached herewith.

5.

Intimation about change in nomination


Notice is hereby given that



, member of



has nominated *



vide intimation dated *   as his/ her nominee in place of




who shall become the member of the company in the event of his/ her death or his/ her incapacity to contract. He/ she declares that the nominee is eligible for nomination within the meaning of Rule 3 of the Companies (Incorporation and Incidental) Rules 2014.

6.

Intimation of cessation of member


(a)   Intimation is hereby given that



has ceased to be the member of



w.e.f. *    due to *{Drop down - Values: Death of the member, Incapacity of member to contract,


change in ownership} and *



*(Drop down: his/ her nominee, the transferee) has become the sole member of the above mentioned company.


(b)

*Whether the nominee is same (In case of change in ownership)       Yes       No

7.

Intimation about the change of nominee


Further notice is given that *



*(Drop down - values: member, new member)



has nominated *



as his nominee w.e.f. *     who shall become the member of the company in the event of his/ her death or incapacity to contract. He/ she declares that the nominee is eligible for nomination within the meaning of Rule 3 of the Companies (Incorporation and Incidental) Rules 2014.

8.

Particulars of the New Nominee


Director Identification number (DIN)


*Income-tax permanent a/c no. (PAN)


*First name


Middle Name


*Surname


Family Name


*     Father's name         Mother's name         Spouse's name


* Gender         Male         Female         Transgender

* Nationality  

*Date of Birth


*Place of Birth (District & State)


*Educational qualification


* Occupation Type         Self-employed         Professional         Homemaker         student Serviceman

Area of Occupation


Permanent address


*Line I


Line II


*City


*State/ Union Territory


* Pin code  

*ISO Country code    

Country


* Phone (with STD/ ISD code)             -


Mobile (with country code)                   -


Fax


email id


*Whether present address is same as the permanent address             Yes         No

Present Address

*Line I


Line II


*City


*State/ Union Territory


* Pin code  

*ISO Country code    

Country


* Phone (with STD/ ISD code)             -


Mobile (with country code)                   -


Fax


email id


*Duration of stay at present address     year(s)     month(s)

If Duration of stay at present address is less than one year then address of previous residence

*Proof of identity


*Residential Proof


9.

Particulars of the new member


Director Identification number (DIN)


*Income-tax permanent a/c no. (PAN)


*First name


Middle Name


*Surname


Family Name


*     Father's name         Mother's name         Spouse's name


* Gender         Male         Female         Transgender

* Nationality  

*Date of Birth


*Place of Birth (District & State)


*Educational qualification


* Occupation Type         Self-employed         Professional         Homemaker         student Serviceman

Area of Occupation


Permanent address


*Line I


Line II


*City


*State/ Union Territory


* Pin code  

*ISO Country code    

Country


* Phone (with STD/ ISD code)             -


Mobile (with country code)                   -


Fax


email id


*Whether present address is same as the permanent address             Yes         No

Present Address

*Line I


Line II


*City


*State/ Union Territory


* Pin code  

*ISO Country code    

Country


* Phone (with STD/ ISD code)             -


Mobile (with country code)                   -


Fax


email id


*Duration of stay at present address     year(s)     month(s)

If Duration of stay at present address is less than one year then address of previous residence


*Proof of identity


*Residential Proof


Attachment(s)


(1)

*Consent of the nominee in Form No. INC.3


(2)

*Copy of PAN card of the new nominee and/or new member


(3)

*Proof of identity of the new nominee and/or new member


(4)

*Residential proof of the new nominee and/or new member


(5)

Notice of withdrawal of consent filed by the nominee


(6)

Copy of intimation given by member for change in nominee


(7)

Proof of Cessation of member


(8)

Optional attachment(s) - if any.


* To be digitally signed by member   


* Income-tax PAN or Director identification number of the member



To be digitally signed by Director     


Director identification number of the director; or
DIN or PAN of the manager or CEO or CFO; or
Membership number of company secretary


Note: Attention is drawn to provisions of sections 448 and 449 which provide for punishment for false statement and punishment for false evidence respectively.

     

This eForm has been taken on file maintained by the registrar or companies through electronic mode and on the basis of statement of correctness given by the company.


[***]

OLD LAW ▼

FORM NO. INC. 5

[Pursuant to Rule 6(4) of the Companies (Incorporation) Rules 2014]

1.JPG

One Person Company-
Intimation of exceeding
threshold


Form language       English       Hindi


Refer the instruction kit for filing the form.

1.

(a)

*Corporate identity number (CIN) of the company


   


(b)

Global location number (GLN)


2.

(a)

Name of the company



(b)

Address of registered office of the company





(c)

email Id of the company


3.

Date of incorporation of the one person company


4.

(a)

*Which of the following has exceeded beyond the threshold limit



         Paid up share capital                Average annual turnover


(b)

*Amount exceeding beyond the threshold limit



(c)

* Date on which the paid up share capital or average annual turnover of the company, as the case may be, has exceeded the threshold limit


5.

I *   the (drop down) (values: director/ Manager or Company Secretary or CEO or CFO) of the one person company hereby affirm that: As the paid up share capital of the captioned company has exceeded fifty lakh rupees or its average annual turnover during the relevant period has exceeded two crore rupees, the company has ceased to be a one person company; and consequently the company is required to be converted into a private company or public company, as the case may be. Necessary steps are being taken for giving effect to such conversion in accordance with the provisions of section 18 read with section 122 of the Act;

Attachments


1.

*Copy of board resolution authorizing giving of notice;

                  


2.

*Copy of the duly attested latest financial statement;

                  


3.

Certificate from a Chartered Accountant in practice for calculation of the average annual turnover during the relevant period in case of conversion is on the basis of such criteria;

                  


4.

Optional attachment(s), if any.

                  

Declaration


I *   declare that all the requirements of the Companies Act, 2013 and the rules made thereunder have been complied with. To the best of my knowledge and belief, the information given in this application and its attachments is correct and complete.


*To be digitally signed by


Designation           


*Director identification number of the director; or
DIN or PAN of the manager or CEO or CFO; or
Membership number of the Company Secretary


Note: Attention is drawn to provisions of sections 448 and 449 which provide for punishment for false statement and punishment for false evidence respectively.

     

This eForm has been taken on file maintained by the registrar or companies through electronic mode and on the basis of statement of correctness given by the company.


[Form No. INC. 6]

[Pursuant to section 18 of the Companies Act, 2013 and Rule 6 and 7(4) the Companies (Incorporation) Rules, 2014]

1.JPG

One Person Company and Private company -
Application for Conversion


Form language       English       Hindi


Refer the instruction kit for filing the form.

1.

* Application for

  Conversion of OPC into private company

  Conversion of OPC into public company

  Conversion of Private company into OPC

2.

(a)

* Corporate identity number (CIN) of the company


 


(b)

Global location number (GLN)


3.

(a)

Name of the company



(b)

Category



(c)

Sub-category of the company



(d)

Address of Registered office of the company





(e)

Date of incorporation of the company



(f)

email ID of the company



(g)

Whether company is having share capital or not


4.

* Name of the company at the time of incorporation (to be displayed in the certificate)



Part A

5.

* Existing number of directors in the company
(after addition)



(Number of directors shall be minimum 2 in case of conversion into private company or 3 in case of conversion into private company)

6.

Particulars of special resolution


(a)

* SRN of Form MGT-14



(b)

* Date of filing MGT-14



(c)

* Date of passing the special resolution


7.

I.   Capital structure of the company


(a)

Authorized capital of the company (in Rs.)



*(i)

Number of equity shares


  Nominal amount per equity share    



Total amount of equity shares (in Rs.)



*(ii)

Number of preference shares         Nominal amount per preference share  



Total amount of preference shares (in Rs.)


*(b)

Paid up capital of the company (in Rs.)



(i)

Number of equity shares


  Nominal amount per equity share    



Total amount of equity shares (in Rs.)



(ii)

Number of preference shares         Nominal amount per preference share  



Total amount of preference shares (in Rs.)



II.   Number of members


(a)

Maximum number of members    

(b)

Maximum number of members excluding proposed employees    

(c)

Number of members    

(d)

Number of members excluding proposed employee(s)    

Part B

8.

Particulars of the person who will be sole member of the OPC subsequent upon conversion


Director Identification number (DIN)


*Income-tax permanent account number (PAN)


*First name


Middle Name


*Surname


Family Name


*     Father's name         Mother's name         Spouse's name


* Gender         Male         Female         Transgender

* Nationality  

*Date of Birth


*Place of Birth (District & State)


*Educational qualification


* Occupation Type         Self-employed         Professional         Homemaker         student         Serviceman

Area of Occupation


Permanent address


*Line I


Line II


*City


*State/ Union Territory


* Pin code  

*ISO Country code    

Country


* Phone (with STD/ ISD code)            


Mobile (with country code)                  


Fax


email id


*Whether present address is same as the permanent address             Yes         No

Present Address

*Line I


Line II


*City


*State/ Union Territory


* Pin code  

*ISO Country code    

Country


* Phone (with STD/ ISD code)            


Mobile (with country code)                  


Fax


email id


*Duration of stay at present address     year(s)     month(s)

If Duration of stay at present address is less than one year then address of previous residence


*Proof of identity

{Values – Voters identity Card, Passport, Driving License, Aadhar Number}


*Residential Proof

{Values: Bank Statement, Electricity Bill, Telephone Bill, Mobile bill}


9.

Nomination


I (Small description box), the member of * (Small description box) do hereby nominate (Small description box) who shall become the member of the company in the event of my death or incapacity to contract. I declare that the nominee is eligible for nomination within the meaning of Rule 2.1 of the Companies Rules, 2013.

10.

Particulars of the person who will be nominee of the sole member subsequent upon conversion


Director Identification number (DIN)


*Income-tax permanent account number (PAN)


*First name


Middle Name


*Surname


Family Name


*     Father's name         Mother's name         Spouse's name


* Gender         Male         Female         Transgender

* Nationality  

*Date of Birth


*Place of Birth (District & State)


*Educational qualification


* Occupation Type         Self-employed         Professional         Homemaker         Student       Serviceman

Area of Occupation


Permanent address


*Line I


Line II


*City


*State/ Union Territory


* Pin code  

*ISO Country code    

Country


* Phone (with STD/ ISD code)            


Mobile (with country code)                  


Fax


email id


*Whether present address is same as the permanent address             Yes         No

Present Address

*Line I


Line II


*City


*State/ Union Territory


* Pin code  

*ISO Country code    

Country


* Phone (with STD/ ISD code)            


Mobile (with country code)                  


Fax


email id


*Duration of stay at present address     year(s)     month(s)

If Duration of stay at present address is less than one year then address of previous residence


*Proof of identity

{Values – Voters identity Card, Passport, Driving License, Aadhar Number}


*Residential Proof

{Values: Bank Statement, Electricity Bill, Telephone Bill, Mobile bill}


Attachments

1.

*Altered Memorandum of association

         

2.

*Altered Articles of association

         

3.

*Copy of the duly attested latest financial statement.

         

4.

*Copy of board resolution authorizing giving of notice;

         

5.

Copy of minutes, list of creditors and list of members.

         

6.

Copy of NOC of every creditors with the application for Conversion.

         

7.

Consent of the nominee

         

8.

Copy of PAN card of the nominee and member

         

9.

Proof of identity of the nominee and member

         

10.

Residential proof of the nominee and member

         

11.

Optional attachment(s) - if any.

         

Declaration


I *   a * (Drop down) {Values: Director/ Manager/ Company Secretary/ CEO/ CFO} of the company declare that all the requirements of the Companies Act, 2013 and the rules made thereunder in respect to the conversion of the company and matters precedent or incidental thereto have been complied with. I am authorized by the board of directors to give this declaration and to sign and submit this Form. It is further declared and verified that


* Whatever is stated in this form and in the attachments thereto is true, correct and complete and no information material to the subject matter of this form has been suppressed or concealed and is as per the original records maintained by the promoters subscribing to the Memorandum of Association and Articles of Association.


No objection certificate has been received from the members and creditors allowing conversion from private company into OPC or OPC into Public or Private Company as the case may be.


*All the required attachments have been completely, correctly and legibly attached to this form.


* To be digitally signed by


Designation        


* Director identification number of the director; or
  DIN or PAN of the manager/ CEO/ CFO; or
  Membership number of the Company Secretary



To be digitally signed by                


Member (In case of conversion of OPC)


PAN or DIN of member          

Note: Attention is drawn to provisions of Section 448 and 449 which provide for punishment for false statement and punishment for false evidence respectively.


For office use only:



eForm Service request no. (SRN)

eForm filing date

(DD/MM/YYYY)

This e-Form is hereby registered

Digital signature of the authorizing officer           

Date of signing

                 

(DD/MM/YYYY)


[***]

OLD LAW ▼

[FORM NO. INC. 7]

[Pursuant to Section 7(1) of the Companies Act, 2013 and pursuant to Rule 10, 12, 14 and 15 of the Companies (Incorporation) Rules 2014]

1.JPG

Application for Incorporation
of Company (Other than OPC)


Form language       English       Hindi


Refer the instruction kit for filing the form.

1.

*Service Request Number (SRN) of Form INC. 1


2.

(a)

Name of the company



(b)

Type of Company is


(c)

Class of Company



(d)

Category


(e)

Sub Category



(f)

Section 8 license number    


* (g)

Company is       Having share capital       Not having share capital

3.

(a)

Name of the state/ Union territory in which the company is to be registered




(b)

Name of the office of the Registrar of Companies in which the company is to be registered




(c)

* Whether the address for correspondence will be the address of Registered office of the Company



         Yes          No


(d)

Address for correspondence till the registered office of the company is established


*Line I


Line II


*City


*State/ Union Territory


*District


* Pin code


ISO Country code


Country


*Phone (With STD/ ISD code)


-


Fax


*email ID of the company


4.

I.   Capital structure of the company


(a)

Authorized capital of the company (in Rs.)



*(i)

No. of classes of equity shares           Total number of equity shares    



Total amount of equity shares (in Rs.)




Number of equity shares

Nominal amount per equity shares

Total amount of equity shares














*(ii)

Number of classes of equity shares      Total number of preference shares  



Total amount of preference shares (in Rs.)




Number of equity shares

Nominal amount per equity shares

Total amount of equity shares













(b)

Paid up capital of the company (in Rs.)



(i)

No. of classes of equity shares         Nominal amount per equity share    



Total amount of equity shares (in Rs.)




Number of equity shares

Nominal amount per equity shares

Total amount of equity shares














(ii)

Number of classes of equity shares       Total number of preference shares  



Total amount of preference shares (in Rs.)




Number of equity shares

Nominal amount per equity shares

Total amount of equity shares














II.   * Details of number of members


(a)

Enter the maximum number of members    

(b)

Maximum number of members excluding proposed employees    

(c)

Number of members    

(d)

Number of members excluding proposed employee(s)    

5.

* Main division of industrial activity of the company


Description of the main division



6.

*(a)

Whether the proposed company shall be conducting any activities which require approval from any sectoral regulator (Like RBI in case of NBFI and Banking activities) to commence such activities



      Yes       No


(b)

If yes, please enter the name of such Regulatory authority and the proposed activity.  

7.

*Enter the number of promoters (first subscribers to the Memorandum of Association (MOA))    

Particulars of Promoters (first subscribers to the MOA)


* Category


* Director Identification number(DIN) or Income - tax permanent account number (Income-tax PAN) or passport number or corporate identity number (CIN) Or foreign company registration number (FCRN) or any other registration number


* First Name


  Middle Name


* Surname


  Family Name


*   Father's Name               Mother's Name               Spouse's name


* Nationality


* Date of Birth


* Gender (Radio button)             Male          Female          Transgender

* Place of Birth (District & State)


* Occupation type           Self Employed           Professional           Homemaker           Student           Serviceman

* Area of Occupation


* Educational qualification


* Name of the entity


* Income tax permanent account number


Permanent Address/ Registered address/ Principal place of business

* Line I


* Line II


* City


* State/ Union Territory


  * Pin code


* ISO Country Code


  Country


* Phone (With STD/ ISD code)


-


  Mobile


  Fax


* email id


* Whether present address is same as the permanent address       Yes          No (Radio button)

Present Address

* Line I


* Line II


* City


* State/ Union Territory


  * Pin code


* ISO Country Code


  Country


* Phone (With STD/ ISD code)


-


  Mobile


  Fax


* Duration of stay at present address        Years       Months

If Duration of stay at present address is less than one year then address of previous residence


* Proof of identity


* Residential Proof


If already a director or promoter of a company(s), specify details of such company(s) (In case director or promoter in more than three companies, attach seperate sheet as an optional attachment)

                   Director                    Promoter                                CIN

                                                                                

Name of the company


                   Director                    Promoter                                CIN

                                                                                

Name of the company


                   Director                    Promoter                                CIN

                                                                                

Name of the company


* Number of shares subscribed         * Total amount of shares subscribed (in Rs.)    

* Particulars of authorized person

a)

Name of the authorized person


b)

      Father's Name       Mother's Name       Spouse's name



c)

      Gender       Male       Female       Transgender

d)

Nationality


e)

Date of Birth


f)

Phone (With STD/ ISD code)


-


g)

email ID


8.

(a)

* Whether the Articles are entrenched or not          Yes          No



(If yes, entrenched Articles should be annexed thereto)


(b)

Number of Articles to which provisions of entrenchment shall be applicable       



Details of Articles to which provisions of entrenchment shall be applicable



Sr. No.

Article Number

Content







9.

Particulars of payment of stamp duty


(a)

State or Union territory in respect of which stamp duty is paid or to be paid



(b)

* Whether stamp duty is to be paid electronically through MCA21 system              Yes       No       Not applicable



(i) Details of stamp duty to be paid


Type of document/ Particulars

Form INC.7

Memorandum of association

Articles of association

Amount of stamp duty to be paid (in Rs.)





(ii) Details of stamp duty to be paid


Type of documents/ Particulars

Form INC 7

Memorandum of association

Articles of association

Others

Total amount of stamp duty paid (in Rs.)





Mode of payment of stamp duty





Name of vendor or Treasury or Authority or any other competent agency authorized to collect stamp duty or to sell stamp papers or to emboss the documents or to dispense stamp vouchers on behalf of the Government





Serial number of embossing or stamps or stamp paper or treasury challan number





Registration number of vendor





Date of purchase of stamps or stamp paper or payment of stamp duty (DD/MM/YYYY)





Place of purchase of stamps or stamp paper or payment of stamp duty





10.

Additional Information for applying Permanent Account Number (PAN) and Tax Deduction Account Number (TAN)**


Information specific to PAN


Area code

AO type

Range code

AO No.














Information specific to TAN


Area code

AO type

Range code

AO No.














Source of Income


                       Income from Business/ profession                     capital Gaines                     Income from house property


                       Income from other source                   No Income


Business/ Profession code            

11.

Additional Information for Employer registration under Employee State Insurance Corporation (ESIC)


Type of Unit                        Factory                     Establishment


Exact nature of Work/ Business carried on

Work Sub category

Drop Down

Drop Down

** This information is mandatorily required to be filled in case of applicants desirous of applying for PAN and or TAN at the time of Incorporation of a company. This facility 15 available at the e-Biz portal only as per separate procedure prescribed bye-Biz portal.

Attachments

1)

*Memorandum of association

2)

*Articles of association

3)

*Declaration in Form No. INC.8

4)

*Affidavit from each of the subscriber to the memorandum in Form No. INC.9

5)

*Proof of residential address

6)

Specimen Signature in Form INC.10

7)

Proof of identity

8)

Entrenched Articles of association

9)

Copy of In-principle approval granted by sectorial regulator if already taken

10)

NOC in case there is change in the promoters (first subscribers to Memorandum of Association)

11)

Proof of nationality (in case the subscriber is a foreign national)

12)

PAN card (in case of Indian national)

13)

Copy of certificate of incorporation of the foreign body corporate and registered office address

14)

Copy of resolution/ consent by all the partners or board resolution authorizing to subscribe to MOA

15)

Optional attachment, if any

Declaration

I *   a person named in the articles as a *   declare that all the requirements of the Companies Act, 2013 and the rules made thereunder in respect to the registration of the company and matters precedent or incidental thereto have been complied with. I am authorized by other promoters subscribing to the Memorandum of Association and Articles of Association and the first directors to give this declaration and to sign and submit this Form. It is further declared and verified that:

1.

Whatever is stated in this form and in the attachments thereto is true, correct and complete and no information material to the subject matter of this form has been suppressed or concealed and is as per the original records maintained by the promoters subscribing to the Memorandum of Association and Articles of Association.

2.

I have opened all the attachments to this Form and have verified these to be as per requirements, complete and legible;

3.

a/ an having Membership number * and/ or certificate of practice number has been engaged to give declaration under section 7(1) (b) and such declaration is attached.

4.

I     a/ an     the applicant, In the capacity of     do hereby declare that what is stated above is true to the best of my Information and belief.

To be digitally signed by

Designation        

DIN of the director; or DIN or Income tax PAN of the manager or Membership number of the company secretary

Note: Attention is drawn to provisions of section 7(5) and 7(6) which, inter-alia, provides that furnishing of any false or incorrect particulars of any information or suppression of any material information shall attract punishment for fraud under Section 447. Attention is also drawn to provisions of section 448 and 449 which provide for punishment for false statement and punishment for false evidence respectively.

For office use only:



eForm Service request no. (SRN)

eForm filing date

(DD/MM/YYYY)

This e-Form is hereby registered

Digital signature of the authorizing officer           

Date of signing

                 

(DD/MM/YYYY)



Form No. INC-8

Declaration

[Pursuant to section 7(1)(b) and rule 14 of the Companies (Incorporation ) Rules, 2014]

Name of the Company:

I ,......................,

an advocate who is engaged in the formation of the company

a Chartered Accountant in India who is engaged in the formation of the company

a Cost Accountant in India who is engaged in the formation of the company

a Company Secretary in practice in India who is engaged in the formation of the company

declare that all the requirements of Companies Act, 2013 and the rules made thereunder relating to registration of the company under the Act and matters precedent or incidental thereto have been complied with.

Date:

Signature:

Place:

Membership No.:


[Form No. INC-9]

Pursuant to Sections 7(1)(c) to the Companies Act, 2013
and rule 15 of the Companies (Incorporation) Rules, 2014


Form No. INC-9

Declaration by Subscribers and First Directors

1. Name of the Company   

2. (a) This declaration is in respect of:

Having valid DIN

Not having valid DIN

Total number of first subscribers

(non-individual + individual)



Number of non-individual first subscriber(s)



Number of individual first subscriber(s) cum director(s)



Total number of directors

(director(s) who is/are not subscriber(s) + subscriber(s) cum director(s) as mentioned in above Row no. 3)



2(b) Authorized person of non-individual first subscriber(s)

    I. Income-tax Permanent Account Number (PAN)    

Declaration

I     being the subscriber to the memorandum, of the above named proposed company, hereby solemnly declare and affirm that:

       I have not been convicted of any offence in connection with the promotion, formation or management of any company during the preceding five years; and

       I have not been found guilty of any fraud or misfeasance or of any breach of duty to any company under this Act or any previous company law during the preceding five years;

       I am required to obtain the Government approval under the Foreign Exchange Management (Non-debt Instruments) Rules, 2019 prior to subscription of shares and the same has been obtained, and is enclosed herewith. or

       I am not required to obtain the Government approval under the Foreign Exchange Management (Non-debt Instruments) Rules, 2019 prior to subscription of shares and

       All the documents filed with the Registrar for registration of the company contain information that is correct and complete and true to the best of my knowledge and belief.

DSC

  

2(c) Particulars of individual first subscriber(s) (other than subscriber cum director)

    I. Director Identification Number(DIN)   

Declaration

I     being the subscriber to the memorandum, of the above named proposed company, hereby solemnly declare and affirm that:

       I have not been convicted of any offence in connection with the promotion, formation or management of any company during the preceding five years; and

       I have not been found guilty of any fraud or misfeasance or of any breach of duty to any company under this Act or any previous company law during the preceding five years;

       I am required to obtain the Government approval under the Foreign Exchange Management (Non-debt Instruments) Rules, 2019 prior to subscription of shares and the same has been obtained, and is enclosed herewith. or

       I am not required to obtain the Government approval under the Foreign Exchange Management (Non-debt Instruments) Rules, 2019 prior to subscription of shares and

       All the documents filed with the Registrar for registration of the company contain information that is correct and complete and true to the best of my knowledge and belief.

DSC

  

    II. Income-tax Permanent Account Number (PAN)   

Declaration

I     being the subscriber to the memorandum, of the above named proposed company, hereby solemnly declare and affirm that:

       I have not been convicted of any offence in connection with the promotion, formation or management of any company during the preceding five years; and

       I have not been found guilty of any fraud or misfeasance or of any breach of duty to any company under this Act or any previous company law during the preceding five years;

       I am required to obtain the Government approval under the Foreign Exchange Management (Non-debt Instruments) Rules, 2019 prior to subscription of shares and the same has been obtained, and is enclosed herewith. or

       I am not required to obtain the Government approval under the Foreign Exchange Management (Non-debt Instruments) Rules, 2019 prior to subscription of shares and

       All the documents filed with the Registrar for registration of the company contain information that is correct and complete and true to the best of my knowledge and belief.

DSC

  

2(d) Particulars of individual first subscriber(s) cum directors

    I. Director Identification Number(DIN)   

Declaration

I    being the subscriber to the memorandum and named as first director in the articles, of the above named proposed company, hereby solemnly declare and affirm that:

       I have not been convicted of any offence in connection with the promotion, formation or management of any company during the preceding five years; and

       I have not been found guilty of any fraud or misfeasance or of any breach of duty to any company under this Act or any previous company law during the preceding five years;

       I am required to obtain the Government approval under the Foreign Exchange Management (Non-debt Instruments) Rules, 2019 prior to subscription of shares and the same has been obtained, and is enclosed herewith. or

       I am not required to obtain the Government approval under the Foreign Exchange Management (Non-debt Instruments) Rules, 2019 prior to subscription of shares and

       All the documents filed with the Registrar for registration of the company contain information that is correct and complete and true to the best of my knowledge and belief.

DSC

    II. Income-tax Permanent Account Number (PAN)   

Declaration

I    being the subscriber to the memorandum and named as first director in the articles, of the above named proposed company, hereby solemnly declare and affirm that:

       I have not been convicted of any offence in connection with the promotion, formation or management of any company during the preceding five years; and

       I have not been found guilty of any fraud or misfeasance or of any breach of duty to any company under this Act or any previous company law during the preceding five years;

       I am required to obtain the Government approval under the Foreign Exchange Management (Non-debt Instruments) Rules, 2019 prior to subscription of shares and the same has been obtained, and is enclosed herewith. or

       I am not required to obtain the Government approval under the Foreign Exchange Management (Non-debt Instruments) Rules, 2019 prior to subscription of shares and

       All the documents filed with the Registrar for registration of the company contain information that is correct and complete and true to the best of my knowledge and belief.

DSC

2(e) Particulars of directors (other than first subscribers)

    I. Director Identification Number(DIN)   

Declaration

I    being named as first director in the articles, of the above named proposed company, hereby solemnly declare and affirm that:

       I have not been convicted of any offence in connection with the promotion, formation or management of any company during the preceding five years; and

       I have not been found guilty of any fraud or misfeasance or of any breach of duty to any company under this Act or any previous company law during the preceding five years; and

       All the documents filed with the Registrar for registration of the company contain information that is correct and complete and true to the best of my knowledge and belief.

DSC

    II. Income-tax Permanent Account Number (PAN)   

Declaration

I    being named as first director in the articles, of the above named proposed company, hereby solemnly declare and affirm that:

       I have not been convicted of any offence in connection with the promotion, formation or management of any company during the preceding five years; and

       I have not been found guilty of any fraud or misfeasance or of any breach of duty to any company under this Act or any previous company law during the preceding five years; and

       All the documents filed with the Registrar for registration of the company contain information that is correct and complete and true to the best of my knowledge and belief.

DSC

[****]

OLD LAW ▼

[FORM NO. INC. 10]

Form for verification of signature of subscribers

[Pursuant to rule 16 (1) (q) of Companies (Incorporation) Rules, 2014]


Size 4'*4'

(passport size)



to be attested by Banker/ Notary

1. Names, father's name and Address of subscribers/ first directors:

2. Two Specimen signatures:

(i)

(ii)

Attestation                   

(To be self-attested with address)

Note. - 1. In point no. 1 above, strike off whichever is not applicable.

2. Person who is attesting should indicate his/ her name, address and ID number,


[Form No. INC. 11]

1.JPG

Government of India

Ministry of Corporate Affairs

Central Registration Centre

Certificate of Incorporation

[Pursuant to sub-section (2) of section 7 [and sub-section (1) of section 8] of the Companies Act, 2013 (18 of 2013) and rule 18 of the Companies (Incorporation) Rules, 2014]

I hereby certify that < name of the company > is incorporated on this (i.e. FIRST, SECOND etc) day of < Month of approval of the work item in words > two thousand < YEAR of approval of the work item in words > under the Companies Act, 2013 (18 of 2013) and that the company is < limited by shares/ limited by guarantee/ unlimited company >.

The Corporate Identity Number of the company is

The Permanent Account Number (PAN) of the company is < PAN >*/@

Given under my hand at < Name of the city where the Registrar of Companies office is located > this < Date of approval of the work item in words (i.e FIRST, SECOND etc.)> day of < Month of approval of the work item in words > < YEAR of approval of the work item in words>.

Digital Signature Certificate

< Full name of the Authorizing officer approving the work-item>

< Assistant Registrar of Companies/ Deputy Registrar of Companies/ Registrar of Companies>

For and on behalf of the Jurisdictional Registrar of Companies

Registrar of Companies

Central Registration Centre

Disclaimer. - This certificate only evidences incorporation of the company on the basis of documents and declarations of the applicant(s). This certificate is neither a license nor permission to conduct business or solicit deposits or funds from public. Permission of sector regulator is necessary wherever required. Registration status and other details of the company can be verified on www.mca.gov.in

Mailing Address as per record available in Registrar of Companies office:

< Name of the company >

< Address of the correspondence/ registered office of the company > Government Seal

*as issued by the Income tax Department.

@ This sentence along with the footnotes, would be indicated in the certificate only in cases where the PAN is allotted by the Income tax Department at the time of incorporation.


Form No. INC - 11A

Certificate of Incorporation pursuant to conversion of Unlimited Liability company into limited liability Company

[Pursuant to section 18 of the Companies Act, 2013 read with rules 37 of the companies (Incorporation Rules, 2014)]

I hereby certify that..................(name of the company prior to conversion) Having unlimited liability has been converted into...............(name of the company after conversion) company having limited liability with effect from the date of this certificate and the company is limited by shares or limited by guarantee.

The CIN of the company is ......................

Given under my hand at................this..................day of......................two thousand.................

SEAL :

.......................
Registrar of companies
.....................
(State)


[Form No.INC-11C]

1.JPG

Government of India

Ministry of Corporate Affairs

Office of the Registrar of Companies

< Address of the RoC Office >

Certificate of Incorporation pursuant to change of name due to Order of Regional Director not being complied

[Pursuant to rule 33A of the Companies (Incorporation) Rules, 2014]

Corporate Identity Number (CIN): < CIN>

I hereby certify that the name of the company has been changed under section 16(3) of the Companies Act, 2013 from < Last Name of the company>to < New name of the company> with effect from the date of this certificate and that the company is < limited by shares/limited by guarantee/ unlimited company>.

Given under my hand at < Name of the city where the ROC Office is located> this < Date of approval of the work item in words (i.e. FIRST, SECOND etc.)> day of < Month of approval of the work item in words> two thousand < YEAR of approval of the work item in words>

< Full name of the Authorising officer approving the work-item>

< Assistant Registrar of Companies/ Deputy Registrar of Companies/ Registrar of Companies>

Registrar of Companies

< Name of the RoC Office>

SEAL:

Registrar/Deputy Registrar of companies/Assistant Registrar of companies

(State)

Mailing Address as per record available in Registrar of Companies office:

< Name of the company >

< Address of the registered office of the company >


[Form No. INC. 12]

[Pursuant to section 8(5) of the Companies Act, 2013 and Rule 20 of the Companies (Incorporation) Rules, 2014]

1.JPG

Application for grant of License to an existing company under section 8


Form language       English       Hindi


Refer the instruction kit for filing the form.

1.

*(a) Corporate identity number (CIN)          


(b) Global location number (GLN) of company      

2

(a) Name of the company      


(b) Address of the company




(c) email ID of the company      

3.

(a) Company is      


(b) Category      

(c) Sub category      


(d) Whether the company is having share capital      Yes      No

4.

I. Authorized capital of the company      



II. Maximum number of members      



Maximum number of members excluding present and past employees      

5.

a.

Main division of industrial activity of the company    


Description of the main division




*b.

Brief description of the work, if any already done or proposed to be done in pursuance of section 8




*c.

Grounds on which application is made



6.

* Enter the number of directors     


(Specify information of two directors in case the company is a private company or three directors in case the company is a public company)


Particulars of the directors

I.



*Designation

     

*Director identification number (DIN)           


*Name


Name of the company or institution whose nominee the appointee is (Only in case of nominee director)

II.



*Designation

     

*Director identification number (DIN)           


*Name


Name of the company or institution whose nominee the appointee is (Only in case of nominee director)

7.

* Enter the number of key managerial personnel     


(Specify information of up to four key managerial persons)


Particulars of the key managerial personnel

I.



*Designation

          

*Director identification number (DIN) or      
Income-tax permanent account number (PAN)


*Name of the person


Membership number (in case of Company Secretary)

II.



*Designation

     

*Director identification number (DIN) or           
Income-tax permanent account number (PAN)


Name of the person


Membership number (in case of Company Secretary)

8.

(a)

* Whether the Articles are entrenched             Yes             No



(If yes, entrenched Articles should be annexed thereto)


(b)

Number of Articles to which provisions of entrenchment shall be applicable                



Details of Articles to which provisions of entrenchment shall be applicable


Sr. No.

Article Number

Content








Attachments


(1)

*Memorandum and articles of association


(2)

*Declaration as per Form No. INC-14


(3)

*Declaration as per Form No. INC-15


(4)

*Estimated income and expenditure for next three years


(5)

Approval/concurrence/NOC of the concerned authority/sectoral regulator, department or Ministry of the Central or State Government(s)


(6)

Entrenched articles of association


(7)

Copy of resolution passed in general meeting and board meeting


(8)

Last one/two year's financial statement(s), board’s report(s) and Audit report(s)


(9)

Assets and liabilities statements with their values as per applicable rule


(10) 

List of directors.


(11) 

List of key managerial personnel.


(12) 

Optional attachment, if any


Declaration

I *




authorized by the Board of Directors of the Company vide resolution number       dated

             declare that all the requirements of Companies Act, 2013 and the Rules thereto made thereunder in respect of the subject matter of this form have been complied with.


*I also declare that all the information given herein above is true, correct and complete including the attachments to this form and nothing material has been suppressed.


*It is hereby further certified that     , a     having Membership number     and certificate of practice number       has been engaged to give declaration under section 8(5) and rule 20(2) (b) and such declaration is attached.

*To be digitally signed by    

* Designation       

*Director Identification Number of the director; or
Membership number of the company secretary; or
PAN or DIN of the manager or CEO or CFO


Note. - Attention is drawn to provisions of Section 7(5) and 7(6) which, inter-alia, provides that furnishing of any false or incorrect particulars of any information or suppression of any material information shall attract punishment for fraud under Section 447. Attention is also drawn to provisions of Section 448 and 449 which provide for punishment for false statement and punishment for false evidence respectively.

For office use only:



eForm Service request number (SRN)

eForm filing date

(DD/MM/YYYY)

Digital signature of the authorising officer

This e-Form is hereby approved          



This e-Form is hereby rejected            


Date of signing

                  

(DD/MM/YYYY)



[Form No. INC-13]

Memorandum of Association

[See rule 19(2) the Companies (Incorporation ) Rules, 2014].

1.

The name of the company is "....................".

2.

The registered office of the company will be situated in the State of.......................

3.

The objects for which the company is established are:



.....................................................................................



.....................................................................................



the doing of all such other lawful things as considered necessary for the furtherance of the above objects :



Provided that the company shall not support with its funds, or endeavour to impose on, or procure to be observed by its members or others, any regulation or restriction which, as an object of the company, would make it a trade union.

4.

The objects of the company extend to the ...............


[Here enter the name of the State or States, and Country or Countries]

5.

(i)

The profits, if any, or other income and property of the company, whensoever derived, shall be applied, solely for the promotion of its objects as set forth in this memorandum.


(ii)

No portion of the profits, other income or property aforesaid shall be paid or transferred, directly or indirectly, by way of dividend, bonus or otherwise by way of profit, to persons who, at any time are, or have been, members of the company or to any one or more of them or to any persons claiming through any one or more of them.


(iii)

No remuneration or other benefit in money or money’s worth shall be given by the company to any of its members, whether officers or members of the company or not, except payment of out-of-pocket expenses, reasonable and proper interest on money lent, or reasonable and proper rent on premises let to the company.


(iv)

Nothing in this clause shall prevent the payment by the company in good faith of prudent remuneration to any of its officers or servants (not being members) or to any other person (not being member), in return for any services actually rendered to the company.


(v)

Nothing in clauses (iii) and (iv) shall prevent the payment by the company in good faith of prudent remuneration to any of its members in return for any services (not being services of a kind which are required to be rendered by a member), actually rendered to the company;

6.

No alteration shall be made to this memorandum of association or to the articles of association of the company which are for the time being in force, unless the alteration has been previously submitted to and approved by the Registrar.

7.

The liability of the members is limited.

8.

[For Companies Limited by Guarantee]


Each member, undertakes to contribute to the assets of the company in the event of its being wound up while he is a member or within one year afterwards, for payment of the debts or liabilities of the company contracted before he ceases to be a member and of the costs, charges and expenses of winding up, and for adjustment of the rights of the contributories among themselves such amount as may be required not exceeding a sum of Rs. ................


[For Companies Limited by Shares]


The share capital of the company will consist of Rs. ................. divided into .................. shares of ................. rupees each.

9.

(1)

True accounts shall be kept of all sums of money received and expended by the company and the matters in respect of which such receipts and expenditure take place, and of the property, credits and liabilities of the company; and, subject to any reasonable restrictions as to the time and manner of inspecting the same that may be imposed in accordance with the regulations of the company for the time being in force, the accounts shall be open to the inspection of the members.


(2)

Once at least in every year, the accounts of the company shall be examined and the correctness of the balancesheet and the income and expenditure account ascertained by one or more properly qualified auditor or auditors.

**10.

If upon a winding up or dissolution of the company, there remains, after the satisfaction of all the debts and liabilities, any property whatsoever, the same shall not be distributed amongst the members of the company but shall be given or transferred to such other company having objects similar to the objects of this company, subject to such conditions as the Tribunal may impose, or may be sold and proceeds thereof credited to the Rehabilitation and Insolvency Fund formed under section 269 of the Act.

**11.

The Company can be amalgamated only with another company registered under section 8 of the Act and having similar objects.

12.

We, the several persons whose names, addresses, descriptions and occupations are hereunto subscribed are desirous of being formed into a company not for profit, in pursuance of this Memorandum of Association:


Names, addresses, descriptions and occupations of subscribers:


1. .....................................of................................*


2. .....................................of................................*


3. .....................................of................................*


4. .....................................of................................*


5. .....................................of................................*


6. .....................................of................................*


7. .....................................of................................*


Witnesses to the above signatures of:


1. ...................................


2. ...................................


Dated the.................... day of...................20....


*If the association is a company limited by shares, here enter


"number of shares" taken by each subscriber.


** Note: Section 8 company which is an Electoral Trust as per the Electoral Trusts Scheme, 2013 read with section 2(22AAA) of the Income-tax Act, 1961 may amalgamate with another section 8 company having the object of an Electoral Trust or may wind up or dissolve only after disbursing all its funds as per the scheme.


Form No. INC-14

Declaration

[Pursuant to section 7(1)(b) and rule 19 (3)(b) of the Companies (Incorporation) Rules, 2014]

Name of the Company:

I ,......................,

    an advocate who is engaged in the formation of the company

    a Chartered Accountant in India who is engaged in the formation of the company

    a Cost Accountant in India who is engaged in the formation of the company

    a Company Secretary in practice in India who is engaged in the formation of the company

do hereby declare that:

(a) the draft memorandum and articles of association have been drawn up in conformity with the provisions of section 8 and rules made thereunder; and

(b) all the requirements of Companies Act, 2013 and the rules made thereunder relating to registration of the company under section 8 of the Act and matters precedent or incidental thereto have been complied with.

    Date:

Signature:

    Place:

Membership No.:


Form No. INC-15

Declaration

[Pursuant to rule 19 (3)(d) of the Companies (Incorporation ) Rules, 2014]

In connection with the application of ............. [name of the proposed company] for a licence under section 8 of the Companies Act, 2013, I ..............................., [ name of the person ] do hereby declare that -

(a) the draft memorandum and articles of association have been drawn up in conformity with the provisions of section 8 and rules made thereunder; and

(b) all the requirements of the Act and the rules made thereunder relating to registration of the company under section 8 and matters incidental or supplemental thereto have been complied with;

and I make this solemn declaration conscientiously believing the same to be true.

    Date:

Signature:

    Place:

Name:


Address:


[Form No. INC-16]

Licence under section 8 (1) of the Companies Act, 2013

[See rule 20 the Companies (Incorporation ) Rules, 2014]

Whereas it has been proved to my satisfaction that ......................, a person or an association of persons to be registered as a company under the Companies Act, 2013, for promoting objects of the nature specified in clause (a) of sub-section (1) of section 8 of the said Act, and that it intends to apply its profits, if any, or other income and property in promoting its objects and to prohibit the payment of any dividend to its members;

Now, Therefore, in exercise of the powers conferred by section 8 of the said Act, I, the Registrar at ..........., hereby grant, this Licence, directing that the said person or association or persons be registered as a company with limited liability without the addition of the word "Limited", or as the case may be, the words "Private Limited" to its name, subject to the following conditions, namely:-

(1)

that the said company shall in all respects be subject to and governed by the conditions and provisions contained in its memorandum of association;

(2)

that the profits, if any or other income and property of the said company, whensoever derived, shall be applied solely for the promotion of the object as set forth in its memorandum of association and that no portion thereof shall be paid or transferred, directly or indirectly, by way of dividend, bonus, or otherwise by way of profit, to persons who at any time are or have been members of the said company or to any of them or to any person claiming through any one or more of them;

(3)

that no remuneration or other benefit in money or money's worth shall be given by the company to any of its members except payment of out-of-pocket expenses, reasonable and proper interest on money lent, or reasonable and proper rent on premises let to the company;

(4)

that nothing in this clause shall prevent the payment by the company in good faith of prudent remuneration to any of its officers or servants (not being members) or to any other person (not being member), in return for any services actually rendered to the company;

(5)

that nothing in clauses (3), (4) and (5) shall prevent the payment by the company in good faith of prudent remuneration to any of its members in return for any services (not being services of a kind which are required to be rendered by a member), actually rendered to the company;

(6)

that no alteration shall be made to the memorandum of association or to the articles of association of the company, which are for the time being in force, unless the alteration has been previously submitted to and approved by the Registrar ;

*(7)

The Company can be amalgamated only with another company registered under section 8 of the Act and having similar objects; and

(8)

that, without prejudice to action under any law for the time being in force, this Licence shall be liable to be revoked, if the company:


(a)

contravenes any of the requirements of section 8 of the Act or the rules made thereunder or any of the conditions subject to which a Licence is issued;


(b)

if the affairs of the company are conducted fraudulently or in a manner violative of the objects of the company or prejudicial to public interest.



......................................



Registrar


Dated this......................... day of......................20............

    * Note: Section 8 company which is an Electoral Trust as per the Electoral Trusts Scheme, 2013 read with section 2(22AAA) of the Income-tax Act, 1961 may amalgamate with another section 8 company having the object of an Electoral Trust or may wind up or dissolve only after disbursing all its funds as per the Scheme.


Form No. INC-17

Licence under section 8(5) of the Companies Act, 2013

[Pursuant to rule 20 the Companies (Incorporation) Rules, 2014]

Whereas it has been proved to my satisfaction that the objects of.....................................Limited/ Private Limited, being a company registered under the Companies Act, ........, as a limited company are restricted to those specified in, clause (a) of sub-section (1) of section 8 of the said Act and that it intends to apply its profits, if any, or other income in promoting its objects and to prohibit the payment of any dividend to its members;

Now, Therefore, in exercise of the powers conferred by sub-section (5) of section 8 of the said Act, I, the Regional Director at ...................., hereby grant this licence authorising the company by a special resolution to change its name by omitting the word "Limited", or as the case may be, the words "Private Limited" from such name subject to the following conditions, namely:

(1)

that the said company shall in all respects be subject to and governed by the conditions and provisions contained in its memorandum of association;

(2)

that the profits, if any or other income and property of the said company, whensoever derived, shall be applied solely for the promotion of the objects as set forth in its memorandum of association and that no portion thereof shall be paid or transferred, directly or indirectly, by way of dividend, bonus or otherwise by way of profit to persons who at any time are or have been members of the said company or to any of them or to any person claiming through any one or more of them;

(3)

that no remuneration or other benefit in money or money's worth shall be given by the company to any of its members except payment of out-of-pocket expenses, reasonable and proper interest on money lent, or reasonable and proper rent on premises let to the company;

(4)

that nothing in this clause shall prevent the payment by the company in good faith of prudent remuneration to any of its officers or servants (not being members) or to any other person (not being member), in return for any services actually rendered to the company;

(5)

that nothing in clauses (3) and (4) shall prevent the payment by the company in good faith, of prudent remuneration to any of its members in return for any services (not being services of a kind which are required to be rendered by a member), actually rendered to the company;

(6)

that no alteration shall be made to the memorandum of association or in the articles of association of the company, which are for the time being in force, unless the alteration has been previously submitted to and approved by the Registrar;

(7)

The Company can be amalgamated only with another company registered under section 8 of the Act and having similar objects; and

(8)

that, without prejudice to action under any other law for the time being in force, this licence shall be liable to be revoked, if the company:


(a)

contravenes any of the requirements of section 8 of the Act or the rules made thereunder or any of the conditions subject to which a licence is issued;


(b)

if the affairs of the company are conducted fraudulently or in a manner violative of the objects of the company or prejudicial to public interest.


...............................


Registrar


Dated this................................ day of..........20..........


FORM NO. INC. 18

[Pursuant to Section 8(4)(ii) of The Companies Act, 2013 and Rule 21(3) of The Companies (Incorporation) Rules 2014]

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Application to Regional Director
for conversion of section 8
company into company of any
other kind


Form language       English       Hindi


Refer the instruction kit for filing the form.

1.

(a)

* Corporate identification number (CIN) of the company



(b)

Global location number (GLN) of the company


2.

(a)

Name of the company



(b)

Registered office address of the company




(c)

email ID of the company


3.

License number issued to the Company under Section 8


4.

(a)

Date of incorporation of the company



(b)

Type of company


5.

*Present object of the company




6.

*The proposed object of the company after conversion and the changes in the activities and operations of the company and manner of application of its income and assets, after the proposed conversion




7.

Brief description of the activities of the company done in pursuance of section 8, if any




8.

*Detailed reasons for conversion into any other kind of company




9.

(a)

* Date of passing board resolution



(b)

* Date of passing special resolution



(c)

* SRN of Form No. MGT.14


10.

(a)

* Whether the company is regulated under a special Act             Yes           No


(b)

If yes, furnish the below details



(i)

* Name of the regulatory body




(ii)

Date of obtaining the approval of regulatory body approving conversion


11.

* Number of existing director(s) and key managerial personnel    


* Particulars of existing director(s) and key managerial personnel


(i)

DIN or Income tax PAN           

(ii)

Name


(iii)

Designation


12.

* Whether the company has obtained any special status/ privilege as mentioned in rule 22(4)

            Yes       No


(If yes, name the authority and attach No objection certificate)


13.

* Whether the company has acquired any immovable property through lease or otherwise from any Government or authority or body corporate or person since incorporation at concessional rate or free of cost

            Yes       No


(If yes, attach the proof of payment of different amount as per rules)

14.

* Whether company has received any donation and/ or grant/ benefits from any person or authority since incorporation

            Yes       No


(If yes, attach the details of the same)

15.

* Whether there is any surplus amount after payment of dues to be transferred to IEPF as per applicable rule

            Yes       No


If yes, mention the amount to be so transferred


16.

* Whether the company is regular in filing of financial statements, annual returns and other due statutory filings       Yes       No

17.

* Whether NOC is obtained from all the creditors                Yes       No              (If Yes, attach the NOC)

18.

*Whether the company is being regulated by any sectoral regulator               Yes       No


If yes, attach approval/ concurrence of the regulator and specify the below


Name of the regulator



Letter number


Approval/ concurrence Dated


19.

I *



the Director of the company hereby affirm that:


a)

The conversion is not being sought with the object of depriving the creditors of their dues or to cause loss or prejudice to any person.


b)

No portion of the income or property of the company has been paid or transferred directly or indirectly by way of dividend or bonus or otherwise to persons who are or have been members or promoters of the company or to any one or more of them or to any persons claiming through any one or more of them.


c)

I/ We shall be liable under section 448 of the Act and under relevant provision of the Indian Penal Code, 1860 and any other law as applicable, if any statement in this application is found to be false or any fact in any material particular is found to be omitted.

Attachment(s)

1.

* Memorandum of association;

2.

* Articles of association;

3.

*Copy of board resolution(s);

4.

*Copy of the special resolution passed and Notice convening the general meeting along with the relevant explanatory statement annexed thereto;

5.

*Certificate from CA/CS/CWA (in practise) certifying that the conditions laid down in the Act and rules, have been complied with;

6.

*Statement of assets and liabilities of the company as on the date not earlier than thirty days of that date duly certified by the auditor;

7.

*Copy of valuation report by a registered valuer about the market value of assets;

8.

*Audited financial statements, the Board’s reports, annual returns and the audit reports for each of the two financial years immediately preceding the date of the application or, where the company has functioned only for one financial year, for such year;

9.

Statement of financial position if applicable;

10.

Full details of fixed assets alienated if any, during the preceding three financial years;

11.

Written consent of the lenders, if any loan is outstanding;

12.

NOC from the concerned authority in case special status;

13.

Proof of payment of differential amount;

14.

Details of donation/grant/benefit received since incorporation of company;

15.

Copy of NOC received from sectoral regulatory authority;

16.

NOC from all the creditors

17.

Optional attachment(s)

Declaration

I am authorized by the Board of Directors of the Company vide *resolution number     *dated     to sign this form and declare that all the requirements of Companies Act, 2013 and the rules made thereunder in respect of the subject matter of this form and matters incidental thereto have been complied with. I further declare that:

1.

Whatever is stated in this form and in the attachments thereto is true, correct and complete and no information material to the subject matter of this form has been suppressed or concealed and is as per the original records maintained by the company.

2.

All the required attachments have been completely and legibly attached to this form;

3.

* I



a *{Drop down - Values: Chartered Accountant/ Company Secretary/ Cost Accountant/} having *Membership number     and *Certificate of practice number     has been engaged to give declaration as per applicable rules and such declaration is attached.


* To be digitally signed by    


Director


* Director identification number of the director      

Note: Attention is drawn to provisions of Section 448 and 449 which provide for punishment for false statement/ certificate and punishment for false evidence respectively.

For office use only:



eForm Service request no. (SRN)         

eForm filing date

Digital signature of the authorising officer

This e-Form is hereby approved          



This e-Form is hereby rejected             


Date of signing

                  

(DD/MM/YYYY)



Form No. INC-19

Notice

[Pursuant to rule 22 the Companies (Incorporation ) Rules, 2014]

1.

Notice is hereby given that in pursuance of sub-section (5) of section 8 of the Companies Act, 2013, an application has been made to the Registrar at ............. for a licence that ------ a limited company may be given a licence to be registered under sub-section (5) of section 8 of the Companies Act, 2013 without the addition of the word "Limited" or the case may be, the words "Private Limited" to its name.

2.

The principal objects of the company are as follows:


..........................................................................................................


...........................................................................................................


...........................................................................................................

3.

A copy of the draft memorandum and articles of the proposed company may be seen at.................] [give the address here].

4.

Notice is hereby given that any person, firm, company, corporation or body corporate, objecting to this application may communicate such objection to the Registrar at ............., within thirty days from the date of publication of this notice, by a letter addressed to the Registrar (give the address) a copy of which shall be forwarded to in the Applicant at (give the address).


Dated this.....................day of...................20...........


Name (s) of Applicant


1. ______________


2. ______________


FORM NO. INC. 20

[Pursuant to Section 8(4) and 8(6) of The Companies Act, 2013 and Rule 23 of The Companies (Incorporation) Rules 2014]

1.JPG

Intimation to Registrar of
revocation/ surrender of
license issued under
section 8


Form language       English       Hindi


Refer the instruction kit for filing the form.

1.

(a)

* Corporate identification number (CIN) of the company



(b)

Global location number (GLN) of the company


2.

(a)

Name of the company



(b)

Address of the Registered office address of the company




(c)

Type the company



(d)

email ID of the company


3.

License number issued under Section 8


4.

* Whether application for revocation of license is made


            Voluntarily          On directions of the central government

5.

(a)

* Date of issue of order       


(b)

* Due date for filing the order      


(c)

* SRN of form INC.18       


(d)

* Reason for revocation/ surrender of such license




6.

* Mention the name of the company in view of the order of revocation of license under section 8




(The word(s) Private limited, Limited may be added in name of the company and the word(s) like Electoral trust, foundation, forum, association, federation, chambers, confederation, council etc. shall be removed from the name. Thereupon the status of company will be changed accordingly.)

Attachment(s)

(1)

* Copy of order of Central Government;

   

(2)

* Copy of altered Memorandum and articles of association;

   

(3)

* Declaration of directors for compliance of conditions;

   

(4)

Optional attachment(s) (if any)

   

Declaration

I am authorized by the Board of Directors of the Company vide * resolution number       * dated   to sign this form and declare that all the requirements of Companies Act, 2013 and the rules made thereunder in respect of the subject matter of this form and matters incidental thereto have been complied with. I further declare that:

1.

Whatever is stated in this form and in the attachments thereto is true, correct and complete and no information material to the subject matter of this form has been suppressed or concealed and is as per the original records maintained by the company.

2.

All the required attachments have been completely and legibly attached to this form.


* To be digitally signed by    


* Designation    


* Director identification number of the director; or


DIN or PAN of the manager or CEO or CFO; or    


Membership number of the company secretary



Note: Attention is drawn to provisions of Section 448 and 449 which provide for punishment for false statement/ certificate and punishment for false evidence respectively.

For office use only:



eForm Service request no. (SRN)       

eForm filing date

(DD/MM/YYYY)

This e-Form is hereby registered

Digital signature of the authorizing officer           

Date of signing

                 

(DD/MM/YYYY)



[Form No. INC-20A]

Pursuant to Section 10A(1)(a) of the Companies Act, 2013 and Rule 23A of the Companies (Incorporation) Rules, 2014]

1.JPG

Declaration for commencement of business


Form language       English       Hindi


Refer the instruction kit for filing the form.

1.

*(a)

Corporate identity number (CIN) of company




(b)

Global location number (GLN) of company


2.

(a)

Name of the company



(b)

Address of the registered office of the company





(c)

email ID of the company


3.

(a) *Whether the affairs of the Company is regulated by any sectoral regulator (like RBI in case of NBFI activities)      Yes      No


(b) *Specify the name of the regulator   

Specify ' others'   


(c) *Specify the letter number/registration number/ approval issued under section 406     and date of approval/registration as the case may be  


Attachment(s)


List of Attachment

(1)

*Subscribers Proof of payment for value of shares



(2)

Certificate of Registration issued by the RBI (Only in case of Non-Banking Financial Companies)/ from other regulators

(3)

notification declaration as a Nidhi Company

(4)

Optional attachment(s) (if any)


Declaration

I am authorized by the Board of Directors of the Company vide resolution number. *       dated *   to sign this form and declare that all the requirements of Companies Act, 2013 and the rules made thereunder in respect of the subject matter of this form and matters incidental thereto have been complied with. I further declare that:

1.

Whatever is stated in this form and in the attachments thereto is true, correct and complete and no information material to the subject matter of this form has been suppressed or concealed and is as per the original records maintained by the company.

2.

All the required attachments have been completely and legibly attached to this form.

3.

Every subscriber to the MOA has paid the value for shares agreed to be taken by him.

4.

The company has filed with the registrar a verification of its registered office as provided in subsection (2) of section 12.


*To be digitally signed by      
Director


*Director identification number    


Certificate by practicing professional

I declare that I have been duly engaged for the purpose of certification of this form. It is hereby certified that I have gone through the provisions of the Companies Act, 2013 and Rules thereunder relevant to this form and I have verified the above particulars (including attachment(s)) from the original records maintained by the Company/applicant which is subject matter of this form and found them to be true, correct and complete and no information material to this form has been suppressed.



*   Chartered accountant (in whole-time practice) or
   Company secretary (in whole-time practice)

   Cost accountant (in whole-time practice) or

*Whether associate or fellow       Associate    Fellow                     

* Membership number      

* Certificate of practice number      

Note: Attention is drawn to provisions of Section 448 and 449 which provide for punishment for false statement/ certificate and punishment for false evidence respectively.


This eForm has been taken on file maintained by the registrar of companies through electronic mode and on the basis of statement of correctness given by the company

[***]

OLD LAW ▼

FORM NO. INC. 21

[Pursuant to Section 11(1)(a) of the Companies Act, 2013 and Rule 24 of the Companies (Incorporation) Rules 2014]

1.JPG

Declaration prior to the
commencement of business or
company into company of any
exercising borrowing powers


Form language       English       Hindi


Refer the instruction kit for filing the form.

1.

(a)

* Corporate identification number (CIN) of the company



(b)

Global location number (GLN) of the company


2.

(a)

Name of the company



(b)

Address of the registered office address of the company






(c)

email ID of the company


3.

(a)

*Whether the affairs of the Company is regulated by any sectoral regulator (like RBI in case of NBFI activities)



            Yes       No


(b)

* Specify the name of the regulator




Specify 'others'



(c)

* Specify the letter number/ registration number     and date of approval/ registration    

4.

* Particulars of the paid up capital


Total paid up capital of the company


(i)

(a)

Number of total equity shares


(b)

Nominal amount per equity share



(c)

Total amount of equity shares


(i)

(a)

Number of total preference shares


(b)

Nominal amount per preference share



(c)

Total amount of preference shares


5.

Particulars of payment of stamp duty


State or Union territory in respect of which stamp duty is paid              


Type of document/ Particulars

Form INC. 21

*Total amount of stamp paper (in Rs.)

         

Mode of payment of stamp duty

         

Name of vendor authorized to sell stamp papers on behalf of the Government


Serial number of stamp paper


Registration number of vendor


Date of purchase of stamp paper

    (DD/MM/YYYY)

Place of purchase of stamp paper


Attachments


List of Attachments

(1)

* Specimen signature in form INC.10.

   



(2)

Certificate of Registration issued by the RBI

(Only in case of Non-Banking Financial Companies)/ from other regulators

   

(3)

Optional attachment(s) (if any)

   

  

Declaration

I am authorized by the Board of Directors of the Company vide resolution number, * dated * to sign this form and declare that all the requirements of Companies Act, 2013 and the rules made thereunder in respect of the subject matter of this form and matters incidental thereto have been complied with. I further declare that:

1.

Whatever is stated in this form and in the attachments thereto is true, correct and complete and no information material to the subject matter of this form has been suppressed or concealed and is as per the original records maintained by the company.

2.

All the required attachments have been completely and legibly attached to this form.

3.

Every subscriber to the MOA has paid the value for shares agreed to be taken by him and the paid up capital the company is not less than the 1 lakh rupees in case of private company or 5 lakh rupees in case of public company.

4.

The company has filed with the registrar a verification of its registered office as provided in subsection (2) of section 12.


* To be digitally signed by    


Director


* Director identification number    

Note: Attention is drawn to provisions of Section 448 and 449 which provide for punishment for false statement/ certificate and punishment for false evidence respectively.

     

This eForm has been taken on file maintained by the registrar or companies through electronic mode and on the basis of statement of correctness given by the company.


[Form No. INC. 22]

[Pursuant to Section 12(2) & (4) of the Companies Act, 2013 and Rule 25 and 27 of the (Incorporation) Rules 2014]

1.JPG

Notice of situation or
change of situation of
registered office


Form language       English       Hindi


Refer the instruction kit for filing the form.

1.

*This Form is for             New company          Existing company

2.

*(a)

Corporate identity number (CIN) or SRN of RUN


   


  (b)

Global location number (GLN) of company


3.

(a)

Name of the company



(b)

Address of the registered office of the company







(c)

Name of the office of existing Registrar of Companies (ROC)





(d)

*Purpose of the form



        Change within local limits of city, town or village



        Change outside local limits of city, town or village, within the same RoC and state



        Change in RoC within the same state



        Change in state within the jurisdiction of same RoC



        Change in state outside the jurisdiction of existing RoC

4.

Notice is hereby given that


*(a)

The address of the registered office of the company with effect from



          (DD/MM/YYYY) is



      The date of incorporation of company is



* Address Line I




                 Line II




* City




* District




* State/ Union Territory



Country




* Pin Code




* email ID



(b)

* Registered office is



    Owned by company

    Owned by director (Not taken on lease by company)



    Taken on lease by company

    Owned by any other entity/ Person (Not taken on lease by company)


(c)

* Name of office of proposed RoC or new RoC





(d)

Full address of the police station under whose jurisdiction the registered office is situated



* Name




* Address Line I




Address Line II




* City




State/ Union Territory




* Pin code



(e)

* Particulars of the Utility Services Bill depicting the address of the registered office



(not older than two months)

5.

(a)

*SRN of Form MGT-14



(b)

*SRN of Form No. INC-28



(c)

* Date of order of the Central Government


(DD/MM/YY)

Attachments

List of Attachments

(1)

*Proof of Registered Office address (Conveyance/ Lease deed/ Rent Agreement along with the rent receipts) etc.;













(2)

*Copies of the utility bills as mentioned above (not older than two months);

(3)

*A proof that the Company is permitted to use the address as the registered office of the Company if the same is owned by any other entity/ Person (not taken on lease by company);

(4)

*Copy of order of competent authority;

(5)

List of all the companies (specifying their CIN) having the same registered office address, if any;

(6)

Optional attachment, if any.




Declaration

I *


A person named in the articles as a

  of the company

have been authorized by the Board of Directors of the company vide resolution number     dated   to sign this form and declare that

* all the requirements of The Companies Act, 2013 and the rules made thereunder in respect of the subject matter of this form and matters incidental thereto have been complied with.

* I also declare that all the information given herein above is true, correct and complete including the attachments to this form and nothing material has been suppressed.

It is hereby further certified that , a


having Membership Number and certificate of practice number certifying this form has been duly engaged for this purpose


* To be digitally signed by       


* Designation


* Director identification number of the director; or


DIN or PAN of the manager or CEO or CFO; or       


Membership number of the Company secretary

Certificate by practicing professional

I declare that I have been duly engaged for the purpose of certification of this form. It is hereby certified that I have gone through the provisions of The Companies Act, 2013 and rules thereunder for the subject matter of this form and matters incidental thereto and I have verified the above particulars (including attachment(s)) from the original records maintained by the company which is subject matter of this form and found them to be true, correct and complete and no information material to this form has been suppressed. I further certify that:

1.

The said records have been properly prepared, signed by the required officers of the company and maintained as per the relevant provisions of The Companies Act, 2013 and were found to be in order;

2.

All the required attachments have been completely and legibility attached to this form;

3.

I further declare that I have personally visited the registered office given in the form at the address mentioned herein above and verified that the said registered office of the company is functioning for the business purposes of the company.


To be digitally signed by       


  Chartered accountant (in whole-time practice) or

  Cost accountant (in whole-time practice) or


  Company secretary (in whole-time practice)


* Whether associate or fellow             Associate         Fellow


* Membership number



* Certificate or practice number


Note: Attention is drawn to provisions of Section 448 and 449 which provide for punishment for false statement/ certificate and punishment for false evidence respectively.

For office use only:



eForm Service request number (SRN)          

eForm filing date

(DD/MM/YYYY)

Digital signature of the authorising officer

This e-Form is hereby registered          


Date of signing

                   

(DD/MM/YYYY)


             OR

This eForm has been taken on file maintained by the register of companies through electronic mode and on the basis of statement of correctness given by the filing company


[Form No. INC - 22A]
[Rule 25A of The Companies (Incorporation)
Rules, 2014]

1.JPG

Active (Active Company Tagging
Identities and Verification)

Form language      English      Hindi

Refer the instruction kit for filing the form.

1.

*(a) Corporate Identity Number (CIN) of the company


* (b) Name of the Company


*(c) Address of registered office (Photo of the Registered Office also showing therein atleast one Director(s)/KMP who has affixed his/her Digital Signature to this form is mandatory)





Latitude

Longitude




(d) *email ID of the company


(e) *Enter OTP for email ID of the company


(f) *Whether the company is listed       Yes      No

2.

*(a) Number of Directors


(b) The Maximum Number of Directors are beyond limits prescribed in Companies Act, 2013 based on resolution dated      filed vide SRN of Form No. MGT-14   


*(c) List of Directors as on date of filing.


Sr. No

DIN

Name of Directors

Status of DIN










(Before filing Active Company Tagging Identities and Verification (ACTIVE) eform, please ensure that the DINs of all Directors are in 'approved' status and are neither 'De-activated due to non-filing of DIR-3 KYC' nor 'Disqualified u/s 164(2)')

3.

*Details of statutory auditor(s).


*Number of auditor(s) appointed       


I. *Category of Auditor       Individual       Auditor's Firm


*Income Tax permanent account number of auditor or auditor's firm


*Name of the auditor or auditor's firm


*Membership Number of auditor or auditor's firm's registration number


*Period of account for which appointed

From   

4.

Whether the company is required to appoint Cost Auditor

      Yes      No


Number of cost auditor(s)


I. Category of Auditor       Individual       Partnership firm       Limited liability partnership


Membership number of the Cost Auditor/ member representing the Cost Auditor's Firm/LLP


Name of the cost auditor or member representing the firm/LLP


Firm Registration Number(FRN) of the Cost Auditor/Cost Auditor's firm/LLP


Name of the Cost auditor's firm/LLP


Financial year to be covered by the cost auditor(s)     From   

5.

Details of the Managing director or Chief Executive Officer (CEO) or Manager or Whole-time Director of the company


Number of roles


DIN/PAN


Name


Designation


Whether the company has Managing Director or CEO       Yes      No

6.

Details of Company Secretary of the company, if applicable.


PAN


Name


Membership Number

7.

Details of the Chief Financial Officer (CFO) of the company, if applicable.


PAN


Name

8.

*Details of forms AOC-4/AOC-4 XBRL and MGT-7 filed for FY 2017-18


*SRN of AOC-4/ AOC-4 XBRL


*SRN of MGT-7

Attachments

List of attachments


1. *Photograph of Registered Office showing external building
and inside office also showing therein atleast one director/KMP
who has affixed his/her Digital Signature to this form.


2. Optional Attachment(s), if any





Declaration

I hereby declare that the registered Office is situated in the address mentioned above, the details of directors, KMP, auditors are presently associated with the company are correct.

Verification

I, hereby confirm and verify that the particulars given in the Form herein above are true and also are in agreement with the documents maintained by the company.


To be digitally signed by one director in case of OPC.


To be digitally signed by one director and one KMP or two directors in case of other than OPC


*Designation    



*DIN    


*Designation    




* DIN of the director; or DIN or PAN of the manager or
CEO or CFO; or Membership number of the secretary

Certification

I declare that I have been duly engaged for the purpose of certification/verification of this form. It is hereby certified that:


* I have satisfied myself about the identity of the company and its address based on the perusal of the original of the attached document.


* All required attachments have been completely attached to this application


* I have gone through the provisions of The Companies Act, 2013 and rules thereunder for the subject matter of this form and matters incidental thereto and I have verified the above particulars (including attachment(s)) from the original records maintained by the Company/applicant which is subject matter of this form and found them to be true, correct and complete and no information material to this form has been suppressed.


*I further certify that:


    •   *email ID belong to the Company.

    •   * All the required attachments have been completely and legibly attached to this form;

    •   *I have kept a copy of this form and attachments thereto, in my records for further reference.

    •   *It is understood that I shall be liable for action under section 448 of The Companies Act, 2013 for wrong certifications, if any found at any stage.

*To be digitally signed by


*Category


*Whether Associate or Fellow         Associate       Fellow

*Membership Number

*Certificate of Practice Number

Note: Attention is drawn to the provisions of sections 7(5) and 7(6) which, inter-alia, provides that furnishing of any false or incorrect particulars of any information or suppression of any material information shall attract punishment for fraud under section 447. Attention is also drawn to provisions of Section 448 and 449 which provide for punishment for false statement / certificate and punishment for false evidence respectively.

This e-Form has been taken on file maintained by the register of companies through electronic mode and on the basis of statement of correctness given by the Director and professional


[Form No. INC. 23]

[Pursuant to Section 12(5) and 13(4) of The Companies Act, 2013 and Rule 28 and 30 of the Companies Rules 2014]

1.JPG

Application to the Regional Director for
approval to shift the Registered Office from
one state to another state or from
jurisdiction of one Registrar to another Registrar within the same State


Form language       English       Hindi


Refer the instruction kit for filing the form.

1.

*Application is for shifting the Registered Office from


              One state to another state


              One registrar to another registrar within the State

2.

(a)

*Corporate identity number (CIN) of company



(b)

Global location number (GLN) of company


3.

(a)

Name of the company



(b)

Address of the registered office of the company





(c)

Name of the existing ROC


4.

*(a)

Name of the state/ Union territory where the new registered office of the company would be situated




*(b)

Name of the office of new ROC where the new proposed registered office of the company would be situated




*(c)

Reasons for shifting the registered office




5.

*(a)

Service request number of Form MGT.14



*(b)

Date of filing Form MGT.14



*(c)

Date of passing the special resolution


6.

(a)

Details of members present at the meeting where the decision of shifting was taken and number of shares held by them


(i)

Number of members



(ii)

Number of shares held by them



(b)

Details of the members who voted in favour of the proposal and number of shares held by them


(i)

*Number of members



(ii)

Number of shares held by them



(c)

Details of the members who voted against the proposal and number of shares held by them


(i)

*Number of members



(ii)

Number of shares held by them



(d)

Details of members who abstained from voting and number of shares held by them


(i)

*Number of members



(ii)

Number of shares held by them


7.

*(a)

Total Number of creditors    


*(b)

Total Number of depositors    


*(c)

Total Number of debenture holders    


(d)

Brief details of the objections, if received any in response to the advertisement





8.

*Whether any prosecution is pending against the company under the Act


            Yes       No


If yes, Give brief details of the prosecution





9.

*Whether any of the following is initiated against the company under the Act


            inquiry       inspection       investigation


If yes, Give brief details of the inquiry, inspection, investigation





10.

*Whether the company has serviced the copy of the application with complete annexures with the Registrar and the chief secretary of the state


            Yes       No


If yes, specify the date of service





11.

Facts of the case are given below








(Give a concise statement of facts in a chronological order, each paragraph containing as nearly as possible a separate issue, fact or otherwise)

Attachments

1.

*Copy of Memorandum of Association;

2.

*Copy of special resolution sanctioning alteration;

3.

*Copy of the minutes of the general meeting authorizing such alteration;

4.

*Power of attorney/ vakalatnama/ Board resolution;

5.

Declaration by directors about no retrenchment of employees;

6.

*Copy of newspaper advertisement for notice of shifting the registered office;

7.

Proof of service of the application to the Registrar, Chief secretary of the state, SEBI or any other regulatory authority (if applicable);

8.

List of creditors or debenture holders duly verified, as per proviso to sub rule (2) to Rule 30

9.

Copy of objections (if received any);

10.

Optional attachment(s), if any including those filed in MCA portal (investors complaint form).

Declaration

I am authorized by the Board of Directors of the Company vide resolution number * Dated * to sign this form and declare that all the requirements of Companies Act, 2013 and the rules made thereunder in respect of the subject matter of this form and matters incidental thereto have been complied with. I further declare that:

Whatever is stated in this form and in the attachments thereto is true, correct and complete and no information material to the subject matter of this form has been suppressed or concealed and is as per the original records maintained by the company.

All the required attachments have been completely and legibly attached to this form

Any application, writ petition or suit had not been filed regarding the matter in respect of which this petition/ application 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.

the company has not defaulted in payment of dues to its workmen and has either the consent of its creditors for the proposed shifting or has made necessary provision for the payment thereof.

the company shall not seek change in the jurisdiction of the Court where cases for prosecution are pending.


*To be digitally signed by    


*Designation          


*Director identification number of the director; or


DIN or PAN of the manager or CEO or CFO; or          


Membership number of the Company secretary

Note: Attention is drawn to provisions of Section 448 and 449 which provide for punishment for false statement/ certificate and punishment for false evidence respectively.

For office use only:



eForm Service request no. (SRN)         

eForm filing date

Digital signature of the authorising officer

This e-Form is hereby approved          



This e-Form is hereby rejected             


Date of signing

                  

(DD/MM/YYYY)



[Form No. INC. 24]

[Pursuant to Section 13(2) of the Companies Act, 2013 and Rule 29(2) of the Companies (Incorporation I) Rules 2014]

1.JPG

Application for approval
of Central Government
for change of name


Form language       English       Hindi


Refer the instruction kit for filing the form.

1.

(a)

*Corporate identity number (CIN) of company



(b)

Global location number (GLN) of company


2.

(a)

Name of the company



(b)

Address of the registered office of the company





(c)

email ID of the company


3.

*Service Request Number (SRN) of RUN



(b)

Proposed name of the company



4.

*Reason(s) for change of name





5.

*Particulars of filing Form No. MGT - 14 with Registrar of Companies (RoC)


*(a)

SRN of Form No. MGT - 14



*(b)

Date of passing the special resolution



*(c)

Date of filing Form No. MGT - 14


6.

Name of the company at the time of incorporation (to be displayed in the certificate)




7.

(a)

Number of members present at the meeting where the special resolution was passed for change of name and number of shares held by them


(i)

Number of members



(ii)

Number of shares held by them



(b)

Number of members who voted in favour of change of name and number of shares held by them


(i)

*Number of members



(ii)

Number of shares held by them



(c)

Number of members who voted against the change of name and number of shares held by them


(i)

*Number of members



(ii)

Number of shares held by them



(d)

Details of members who abstained from voting and number of shares held by them


(i)

*Number of members



(ii)

Number of shares held by them


Attachments

List of Attachments

(1)

* Minutes of the members meeting



(2)

Optional attachment(s) (if any)

        

Declaration

To the best of my knowledge and belief, the information given in this application and its attachments is correct and complete and company has obtained all the mandatory approvals from the concerned authorities and departments in respect of change of name of the company.

I have been authorized by the Board of director's resolution number * dated * (DD/MM/YYYY) to sign and submit this application.

*To be digitally signed by                  

* Designation

*Director identification number of the director; or

DIN or PAN of the manager or CEO or CFO; or    

Membership number of the company secretary

Note: Attention is drawn to provision of section 448 and 449 of the Companies Act, 2013 which provide for punishment for false statement/ certificate and punishment for false evidence respectively.

For office use only:




eForm Service request number (SRN)         

eForm filing date

(DD/MM/YYYY)

Digital signature of the authorising officer

This e-Form is hereby approved          



This e-Form is hereby rejected             


Date of signing

                  

(DD/MM/YYYY)



Form No. INC-25

Certificate of Incorporation pursuant to change of name

[Pursuant to rule 29 the Companies (Incorporation ) Rules, 2014]

I hereby certify that the name of the company has been changed from .................................................................to ..................................... with effect from the date of this certificate and that the company is limited by shares/ limited by guarantee/ unlimited company.

The CIN of the company is .............................

Given under my hand at .............. this .................. day of ..................... two thousand ...........................

SEAL:

....................................

Registrar of Companies

.......................................

(State)


[Form No. INC-25A]

Advertisement to be published in the newspaper for conversion of public company into a private company

Before the Regional Director, Ministry of Corporate Affairs

_____________Region

In the matter of the Companies Act, 2013, section 14 of Companies Act, 2013 and rule 41 of the Companies (Incorporation) Rules, 2014

AND

In the matter of _M/s.................. (company name) having its registered office at ___________________, Applicant Notice is hereby given to the general public that the company intending to make an application to the Central Government under section 14 of the Companies Act, 2013 read with aforesaid rules and is desirous of converting into a private limited company in terms of the special resolution passed at the Annual General Meeting/ Extra Ordinary General Meeting held on _______ to enable the company to give effect for such conversion.

Any person whose interest is likely to be affected by the proposed change/status of the company may deliver or cause to be delivered or send by registered post of his objections supported by an affidavit stating the nature of his interest and grounds of opposition to the concerned Regional Director (complete address of the Regional Director to be given), within fourteen days from the date of publication of this notice with a copy to the applicant company at its registered office at the address mentioned below:

For and on behalf of the Applicant

..................

Director with DIN

Complete address of registered office

Date..................

Place..................

[Form No INC-26]

[Pursuant to rule 30 the Companies (Incorporation) Rules, 2014]

Advertisement to be published in the newspaper for change of registered office of the company from one state to another

Before the Central Government

_____________Region

In the matter of sub-section (4) of Section 13 of Companies Act, 2013 and clause (a) of sub-rule (5) of rule 30 of the Companies (Incorporation) Rules, 2014

AND

In the matter of __________ Limited having its registered office at ___________________, Petitioner

Notice is hereby given to the General Public that the company proposes to make application to the Central Government under section 13 of the Companies Act, 2013 seeking confirmation of alteration of the Memorandum of Association of the Company in terms of the special resolution passed at the Annual General Meeting/ Extra ordinary general meeting held on _______ to enable the company to change its Registered Office from "State of ______" to "State of ______".

Any person whose interest is likely to be affected by the proposed change of the registered office of the company may deliver either on the MCA-21 portal (www.mca.gov.in) by filing investor complaint form or cause to be delivered or send by registered post of his/ her objections supported by an affidavit stating the nature of his/ her interest and grounds of opposition to the the Regional Director at the address ____________________within fourteen days of the date of publication of this notice with a copy to the applicant company with a copy of the applicant company at its registered office at the address mentioned below :

For and on behalf of the Applicant

...............

Director

Date........

Place...........

Note : - Strike off whichever is not applicable.


Form No. INC. 27

[Pursuant to section 14 of the Companies Act, 2013 and Rule 33 the Companies (Incorporation) Rules 2014]

1.JPG

Conversion of public company
into private company or private
company into public company


Form language       English       Hindi


Refer the instruction kit for filing the form.

1.

* Application for

  Conversion of private company into public company

  Conversion of public company into private company

2.

(a)

* Corporate identity number (CIN) of the company


 


(b)

Global location number (GLN)


3.

(a)

Name of the company



(b)

Address of Registered office





(c)

email ID of the company


4.

*Reason(s) for conversion





5.

*Particulars of filing Form MGT. 14 with Registrar of Companies


*(a)

Service request number of Form MGT.14



*(b)

Date of passing the special resolution



*(c)

Date of filing Form MGT.14


6.

*Particulars of the order of competent authority


(a)

Date of passing the order



*(b)

Date of receiving the order


7.

Name of the company at the time of incorporation (to be displayed in the certificate)




8.

(a)

Details of members present at the meeting where the decision of conversion was taken and number of shares held by them


(i)

Number of members



(ii)

Number of shares held by them



(b)

Details of the members who voted in favour of the proposal and number of shares held by them


(i)

*Number of members



(ii)

Number of shares held by them



(c)

Details of the members who voted against the proposal and number of shares held by them


(i)

*Number of members



(ii)

Number of shares held by them



(d)

Details of members who abstained from voting and number of shares held by them


(i)

*Number of members



(ii)

Number of shares held by them


Attachments

1.

*Minutes of the members' meeting;

2.

*Altered Articles of Association;

3.

*Order of competent authority ;

4.

Order for condonation of delay;

5.

Optional attachment(s) (if any)

Declaration

To the best of my knowledge and belief, the information given in this application and its attachments are correct and complete. The company has obtained all the mandatory approvals from the concerned authorities and departments and substantial creditors. I have been authorized by the Board of director's resolution number * dated * to sign and submit this application.

*To be digitally signed by

*Designation                          

*Director identification number of the director; or

DIN or PAN of the manager or CEO or CFO; or    

Membership number of the company secretary

Note: Attention is drawn to provisions of Section 448 and 449 which provide for punishment for false statement/ certificate and punishment for false evidence respectively.

For office use only:



eForm Service request no. (SRN)       

eForm filing date

(DD/MM/YYYY)

This e-Form is hereby registered

Digital signature of the authorizing officer           

Date of signing

                 

(DD/MM/YYYY)



Form No. INC. 28

1.JPG

Notice of Order of the
Court or any other
competent authority


Form language       English       Hindi


Refer the instruction kit for filing the form.

1.

(a)

*Corporate identity number (CIN) or foreign company registration number (FCRN) of the company



(b)

Global location number (GLN) of company


2.

(a)

Name of the company



(b)

Address of the registered office or of the principal place of business in India of the company





(c)

email ID of the company


3.

(a)

Order passed by


(b)

Name of the court or Tribunal or any other competent authority




(c)

Location



(d)

*Petition or application number




(e)

*Order number



4.

*Date of passing the order               (DD/MM/YYYY)

5.

(a)

(i) Section of the Companies Act, 2013 under which order passed




(ii) Section of the Companies Act, 1956 under which order passed

[(iii) Section of Insolvency and Bankruptcy Code, 2016 under which order passed]



(b)

If others, mention



6.

*Number of days within which order is to be filed with Registrar (To be entered pursuant to aforesaid sections or in terms of court order or Tribunal order or order of the competent authority, as the case may be)

    (DD/MM/YYYY)

7.

Date of application to court or Tribunal or the competent authority for issue of certified copy of order

    (DD/MM/YYYY)

8.

*Date of issue of certified copy of order

    (DD/MM/YYYY)

9.

Due date by which order is to be filed with Registrar

    (DD/MM/YYYY)

10.

In case of compounding of offence, enter Service request number (SRN)(s) of Form 61.


                                         

11.

In case of amalgamation, mention whether company filing the form is transferor or transferee         Transferor       Transferee


(a) Details of transferee company


CIN


Name



Appointed date of amalgamation


(DD/MM/YYYY)


(b) Details of transferor company(s)


Number of transferor company(s)       

I.

Category of the transferor company(s)


CIN or FCRN or any other registration number


Name



Appointed date of amalgamation


(DD/MM/YYYY)           (SRN of Form INC.28)

II.

Category of the transferor company(s)


CIN or FCRN or any other registration number


Name



Appointed date of amalgamation


(DD/MM/YYYY)           (SRN of Form INC.28)

III.

Category of the transferor company(s)


CIN or FCRN or any other registration number


Name



Appointed date of amalgamation


(DD/MM/YYYY)           (SRN of Form INC.28)

IV.

Category of the transferor company(s)


CIN or FCRN or any other registration number


Name



Appointed date of amalgamation


(DD/MM/YYYY)           (SRN of Form INC.28)

V.

Category of the transferor company(s)


CIN or FCRN or any other registration number


Name



Appointed date of amalgamation


(DD/MM/YYYY)           (SRN of Form INC.28)

12.

In case of winding up, provide the following details


(a)

(i) Date of commencement of winding up under section 445 of the Companies Act, 1956   (DD/MM/YYYY)



(ii) Income-tax permanent account number (Income-tax PAN)       



(iii) Name of liquidator




(iv) Address of liquidator



Line I       




Line II      




    City




    State




    Country




    Pin code



(b)

Date with effect from which winding up proceedings have been stayed under section 466 of the Companies Act, 1956


(DD/MM/YYYY)


(c)

Date of dissolution under section 481 of the Companies Act, 1956


(DD/MM/YYYY)


(d)

(i)

Date with effect from which dissolution has been declared as void under section 559 of the Companies Act, 1956


(DD/MM/YYYY)



(ii)

Whether the order is in the respect of company dissolved under section 394 of the Companies Act, 1956   Yes   No



(iii)

If yes, provide details of the transferor company whose dissolution has been declared as void




CIN or FCRN


Name


Date of amalgamation


(DD/MM/YYYY)


(e)

Date with effect from which dissolution has been declared as void Under section 252 of the Companies Act, 2013


13.

(a)

SRN of relevant form



(Mention the SRN of relevant form INC. 22, INC. 28, CHG. 1, CHG. 4, CHG. 9, MGT. 14 or any other form; if applicable)


(b)

Date of special resolution under section 66(1) of the Companies Act, 2013


(DD/MM/YYYY)


(c)

SRN of relevant Form INC. 23 or CHG. 8, If applicable


14.

* Whether penalty involved or not             Yes       No


If yes, SRN of payment of penalty


Attachments

List of attachments

1.

*Copy of court order or NCLT or CLB or order by any other competent authority





2.

Optional attachment(s) - if any




Declaration

I am authorized by the Board of Directors of the Company vide resolution no. * Dated * to sign this form and declare that all the requirements of Companies Act, 2013 and the rules made thereunder in respect of the subject matter of this form and matters incidental thereto have been complied with. I further declare that:

1.

Whatever is stated in this form and in the attachments thereto is true, correct and complete and no information material to the subject matter of this form has been suppressed or concealed and is as per the original records maintained by the company.

2.

All the required attachments have been completely and legibly attached to this form


*To be digitally signed by    


Particulars of the person signing and submitting the form

       *Name


       Capacity


       *Designation

        DIN or Income-tax PAN or Membership number


Note. - Attention is also drawn to provisions of Section 448 and 449 which provide for punishment for false statement and punishment for false evidence respectively.

For office use only:



eForm Service request no. (SRN)       

eForm filing date

(DD/MM/YYYY)

This e-Form is hereby registered

Digital signature of the authorizing officer           

Date of signing

                 

(DD/MM/YYYY)



[Pursuant to sections 4, 7, 8(1), 12, 152 and 153 of the Companies Act, 2013 read with rules made thereunder] -

[Form No. INC-32]


SPICe+

(Simplified Proforma for Incorporating Company Electronically Plus)

[Part - A]

1. (a) Type of Company



LLPIN



(b) Class of Company



(c) Category of Company



(d) Sub-category of Company



2. Main division of industrial activity of the company



Description of the main division



a.Summary of the objects to be pursued by the company on its incorporation

Please make sure to mention the objects of the proposed company and relevant comments

You may include a document that supports your name reservation below.

3. Particulars of the proposed or approved name

i


ii


    No File Chosen


PART - B

II. Structure of the Company


4. Whether Articles of Association is entrenched       Yes    No

Number of Articles to which provisions of entrenchment shall be applicable

Details of such articles

Sr. No

Article Number

Short description on entrenchment of the clause





5. *Company is      Having share capital      Not having share capital

6. *Capital structure of the company

Total authorized share capital (in Rupees)   

Authorized share capital

Equity

Preference

Unclassified

Number of shares




Nominal amount per share (in Rupees)




Total amount (in Rupees)





Total subscribed share capital (in Rupees)   

Subscribed share capital

Equity

Preference

Number of shares