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Can a pvt co. be an undertaking of a proprietorship firm ?

CA Abhishek Singh (practice) (2105 Points)

07 March 2012

Mr. X is proprietor of two firms. M/s. A & co and M/s. B&co.

He want to make B&co. a private ltd company.

He want the following to be written on the company letterhead, visiting cards,etc.

M/s. B & co. private Ltd (an undertaking/division of M/s. A & co.)

How this can be possible.

urgently waiting for your reply.

my id abhipcc @ rediffmail.com

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pramod yadav (Company Secretary) (150 Points)
Replied 09 March 2012

Dear Abhishek,

yes, M/s. B & co. private Ltd (an undertaking/division of M/s. A & co.)

procedure:-

Shop Act Licence or Equivalent licence/NoC issued by the Gram Panchayat • Minimum Share Capital shall be Rs. 100,000 (INR One Lac) for conversion into a Private Limited Company • Minimum Share Capital shall be Rs. 500,000 (INR five Lac) for conversion into a Public Limited Co. • Minimum 2 Directors (for Private Limited Co.) and 3 Directors (for Public Limited Co.) • The directors and shareholders can be same person • DIN (Director Identification Number) for all the Directors • DSC (Digital Signature Certificate) for one of the Directors Steps in Conversion of a Proprietorship firm into a Company (Private/Public) Step No. Steps Timeframe (Working days) Processing 1 DSC 2 Documents required Self attested: • Address proof • Identity proof 2 DIN Approved DIN is a pre-requisite for incorporation process 5 Apply for DIN and get a provisional DIN • • Certification/Attestation of Director’s personal details Sending the same to the DIN Cell and getting it approve 3 Pre- Name Application Search -- • • The Promoters have to provide atleast 6 (Six) names in the order of priority. To make an online search of availability of names as desired by the Promoters 4 Application for Name Availability • 6 names for the proposed Company • Main Object Clause 6 To draft the Main Object Clause to be pursued by the Company after incorporation. 5 Representations before RoC on behalf of Promoters 1 Changes to be made in the Name application, if any, suggested by the RoC 6 Documents required • Printing of Altered Memorandum and Articles of Association (MOA / AOA) Other Forms like: • Form 32 • Form 18 • Form1 • Letter of Authority/PoA 2 Drafting the MOA & AOA and after getting it vetted by Promoters, sending it for printing. • Processing of eForms: Stamping of documents namely: • MOA • AOA • Letter of Authority/PoA • Form1 7 Final Process: • Filing all the above documents with the ROC, follow up with the ROC, making changes to the MOA / AOA/otherIncorporation documents as suggested by the ROC 4 • Online uploading of e-Forms • Payment of Registration fees • Collecting the Certificate of Incorporation

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