Aoa help regarding section 3(1)(iii) of companies act 1956

This query is : Resolved

Querist : Anonymous

Querist : Anonymous (Querist)

15 November 2011 Hi,

I am one of the Directors of yet to be incorporated Private Company.

My CA filed Form1 to ROC along with AOA and MOA for our Private Company with 1 Lakh share capital and 2 initial subscribers.

It was returned for resubmission with comment "clause 3 of AOA to be produced as per Sec. 3(1)(iii) of the Companies Act 1956"

However, my CA feels whatever is present in clause 3 of AOA is according to Sec. 3(1)(iii) of the Companies Act 1956.

Below is the cause 3 of AOA
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PRIVATE COMPANY
3. The Company is a Private Company within the meaning of Section 3(1) (iii) of the Companies Act, 1956 and accordingly:-
(a) No invitation shall be issued to the public to subscribe for any shares or debentures of the Company.
(b) The number of members of the Company (exclusive of persons who are in the employment of the Company, and the persons who having been formerly in the employment of the Company, were members of the Company while in the employment and have continued to be members after the employment ceased) shall be limited to fifty provided that for the purpose of this Articles where two or more persons hold one or more shares in the Company jointly, they shall be treated as a single member
(c) The right to transfer shares of the Company is restricted in the manner herein after provided.
(d) No invitation or acceptance of deposits to be made from the persons other than the members, directors or their relatives of the company.
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Experts please suggest if anything need to be changed in the above clause 3 of AOA

Srirang Mahabhagwat

Srirang Mahabhagwat (Expert)
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17 November 2011 Dear Friend,
On the basis of your query we can understand that the clause mentioned by you in 3 is not the one exactly in consonance with the section.
I mean that the wording of the clause should be same as they are in the section 3(1) (iii).
Still you can contact ROC office to confirm what is the exact problem

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Querist : Anonymous

Querist : Anonymous (Querist)

17 November 2011 Hi Srirang,

Thank you for your kind reply.

Is there anywhere I can refer the correct wording of the section 3(1) (iii)?

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Srirang Mahabhagwat

Srirang Mahabhagwat (Expert)
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17 November 2011 You can find it in the bare act, Companies Act, 1956, Section 3(1)(iii. It relates to a Pvt Ltd. Co.

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Querist : Anonymous

Querist : Anonymous (Querist)

17 November 2011 Hi Srirang,

Thanks a lot. Yes, I found it at http://www.mca.gov.in/Ministry/pdf/Companies_Act_1956_13jun2011.pdf and forwarded the same to my CA for changes to AOA.

For additional the information of others who are also in my same situation, Whenever there is a re-submission of FORM 1, you need to give Power of Attorney to the CA who is in this process. The same need to be attached in the Optional section of FORM 1 attachments when resubmitting. This POA should be signed by all the initial subscribers giving power to the CA/CS/Accountant who is in the process of your Company Incormporation