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formation of company

sachin khandelwal (c.a) (60 Points)

02 February 2008

dear Friends,

pls tell me the stepwise procedure of formation of a pvt. company

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Late CA Sampat Jain (Chartered Accountant) (4772 Points)
Replied 02 February 2008

FORMATION OF A PRIVATE COMPANY LIMITED BY SHARES* 2.1 Background note A private limited company means a company which has a minimum paid-up capital of one lakh rupees and which by its articles— (a) restricts the right to transfer its shares, if any; (b) limits the number of its members to fifty not including— u persons who are in the employment of the company; u persons who, having been formerly in the employment of the company, were members of the company while in that employment and have continued to be members after that employment ceased; (c) prohibits any invitation to the public1 to subscribe for any shares in, or debentures of the company ; and (d) prohibits any invitation or acceptance of deposits2 from persons other than its members, directors or their relatives3. A further condition to be satisfied is that the company should not be a subsidiary of a public company [see section 3(1)(iv)(c)] For the above purpose, where two or more persons hold one or more shares of a company jointly, they shall be treated as a single member. A private limited company enjoys special privileges and exemptions under the Companies Act as compared to a public limited company. A private company may be formed by two or more persons by subscribing to the Memorandum *RELEVANT PROVISIONS : u Companies Act, 1956 : Sections 12, 13, 14, 15, 20, 26, 28, 30, 33, 34, 35, 36, 147, 303, Sch. X. u Companies (Central Government’s) General Rules and Forms, 1956 : Rule 4A, eforms 1, 1A, 18 and 32 1. See section 67 of the Companies Act, 1956. If invitation is to more than 50 persons, it is deemed as an invitation to public. 2. For definition of ‘deposits’, see Companies (Acceptance of Deposits) Rules, 1975. 3. See section 6 of the Companies Act, 1956. and Articles of Association of the Company. Formation of private limited company is suitable in the following cases : u small/family business with lower capital outlay u promoter intends to keep shareholding control u funds are not intended to be raised from public 2.2 Obtaining name availability The promoter should take steps for getting name availability letter from the Registrar of Companies by complying with the procedure given in Chapter 1. 2.3 Drafting of Memorandum and Articles of Association The draft Memorandum and Articles of Association of the Company should be prepared. It is advisable to get the draft vetted by the Legal Adviser/Professional. 2.3-1 Contents of Memorandum The memorandum of association shall state : u the name of the company with "private limited "as the last words; u the State where the registered office of the company is situated; u the main objects of the company to be pursued by the company on its incorporation and objects incidental or ancillary to the attainment of main objects; u in case of companies (other than trading corporations) with objects not confined to one State, the States to whose territories the objects extend; u that the liability of members is limited by shares; u the amount of share capital with which the company is to be registered and the division thereof into shares of a fixed amount. 2.3-2 Form of memorandum The Memorandum of Association shall be in the form as specified in Table B in Schedule I or in a form as near thereto as circumstances admit (Appendix 4). Specimen Memorandum of Association of a Private Company is given in Appendix 5. 2.3-3 Contents of Articles of Association of private company The Articles of Association of a private company should be registered and should contain the restrictive conditions contained in section 3(1)(iii)(a) to (d) of the Companies Act as stated in para 2.1 above. 2.3-4 Adoption of Table A A Company limited by shares may adopt all or any of the regulations contained in Table A in Schedule I (Appendix 6). If Articles are not registered as in the case of public companies limited by shares, the regulations contained in Table A shall apply as if they were contained in the duly registered articles. Any exclusion or modification of Table A should be specific and in case the articles do not exclude or modify the regulations contained in Table A, the provisions contained in Table A shall apply. If a company has not expressly or by implication excluded any regulation in Table A, regulation will be deemed to be incorporated in its articles - Seth Mohan Lal v. Grain Chambers Ltd. [1965] 38 Comp. Cas. 543 (SC). 2.3-5 Specimen Articles Specimen Articles of Association of a Private Company is given in Appendix 7. 2.4 Printing of MoA The Memorandum and Articles of Association should be printed, divided into paragraphs and numbered consecutively. 2.4-1 Offset printing Offset printing is one of the methods of printing developed recently. This system is as good as normal printing and hence there does not appear any objection in accepting the same by the Registrar for the purpose of registration - Circular No. 3/81[F.No. 8/31/15/80-CL-V], dated 15-12-1981 (Annex 2.1). 2.4-2 Computer Printing All computer printed memorandum and articles of association are acceptable, provided they are legibly printed - Circular No. 7 of 1993, dated 22-6-1993 (Annex 2.2). 2.5 Stamping of MoA The Memorandum and Articles of Association should be duly stamped in accordance with the rates applicable to the State in which the registered office of the company is to be situated. Refer Appendix 8 for stamp duty rates applicable to various States. 2.6 Subscripttion to MoA The Memorandum of Association should be subscribed by not less than 2 persons. Each subscriber should take at least one share and shall write opposite to his name the number of shares he takes. The subscribers must subscribe and pay for shares to the extent of not less than Rs.1 lakh in order to comply with the minimum capital requirements for a private company. 2.6-1 Change of subscribers The names of subscribers should tally with the list of promoters/first directors stated in eForm 1A (Annex 1.1). In case of any change in the names amongst the subscribers, a fresh eform 1A (Annex 1.1) should be filed and the Registrar of Companies may allow the same name [if otherwise available] after six months* from the date on which the name was allowed to the original promoter(s) - Circular No. 1 of 1990, dated 5-1-1990 (Annex 2.3). *Previously, three months. 2.6-2 Deletion of name of subscribers If the change involves deletion of a subscriber, it is sufficient if a “No objection letter” is obtained from the deleted subscriber and filed with the Registrar of Companies. 2.7 Signing of MoA and AOA The Memorandum of Association and AOA should be signed by each subscriber who shall add his address, descripttion and occupation (if any) in the presence of at least one witness who shall likewise add his address, descripttion and occupation, if any. The date of MoA should be a date subsequent to the date of stamping. 2.7-1 Power of Attorney When it is not possible for a company to obtain personal signatures of the subscribers to the memorandum, the memorandum of association and articles of a company and any amendments thereto may be signed on the subscriber’s behalf by an agent if the latter is authorised by a power of attorney to do so - Circular No. 128/HCC/64, dated 27-7-1964 (Annex 2.4). 2.7-2 Signing by subscriber who is illiterate Where an executant of a memorandum of association is illiterate, he shall give his thumb impression or mark which shall be described as such by the subscriber or person writing for him - Letter No. 8/15/58/PR, dated 13-9-1958 (Annex 2.5). 2.7-3 Corporate Subscriber In case the subscriber to memorandum is a company, the memorandum and articles should be signed by the duly authorised agent. 2.8 DIN, Digital Signature and Identity/Address Proof It should be ensured that all the proposed directors have obtained a Director Identification Number and at least one of them hold a Valid Digital Signature required to submit eforms. Where a professional1 is engaged to file application for incorporation of the company and the statutory declaration in Form 1, the professional should have valid digital signature certificate (DSC). Further, the professional engaged to certify Form 18 and Form 32 should also have valid DSC. The documents evidencing address and identity of the proposed directors should be collected. Refer Chapter 202 for procedure to obtain Director Identification Number and Chapter 360 for Digital Signature Certificate. 2.9 Filling up of eforms Before uploading eforms, all the required eforms i.e., eform 1, eform 32 and eform 18 should be downloaded from the portal, filled in, digitally signed, prescrutinised and kept ready for uploading through MCA portal. 1. See section 33(2) of the Companies Act, 1956. 2.10 Submission of eform 1 with the Registrar An application in eform 1 (Annex 2.6 for specimen filled in form) should be filed with the Registrar of Companies through MCA Portal, www.mca.gov.in. The Service Request Number generated on filing Form 1A for name approval shall be quoted in eform 1. 2.10-1 Who can file? The eform 1 shall be filed by a person named in the Articles as a director, manager or secretary of the company or an advocate or an attorney or pleader or a Company Secretary or Chartered Accountant (in whole-time practice) duly authorised by the promoters. 2.10-2 Time Limit This eform should be filed during the validity period of name availability, (i.e.) within six months of the date of name approval letter issued by the Registrar of Companies. 2.10-3 Stamp duty The declaration in Form 1 and the Memorandum and Articles required to be submitted in original to the ROC office should be duly stamped in accordance with the Stamp Duty prevailing in the State in which the registered office of the company is proposed to be situated. 2.10-4 Attachments The following documents should be attached: u Memorandum and Articles of Association u Annexure containing details of subscribers (if the number is more than 7) u The agreement, if any, which the company proposes to enter into with any individual for appointment as its managing or whole-time director or manager u Power of Attorney (if the documents are filed by professional) (Annex 2.7). 2.10-5 How to attach documents? The attachments shall be in PDF format. A physical document can be converted into an electronic document through scanning. A soft copy may also be converted into PDF format and used as an attachment to eform. 2.10-6 Digital Signature The eform should be digitally signed by a person named in the Articles as a director, manager or secretary of the company or an advocate or an attorney or pleader or a Company Secretary or Chartered Accountant (in whole-time practice in India) duly authorised by the promoters. [See section 33(2) of the Companies Act, 1956. Explanation to section 33(2)] 2.10-7 Filing and Registration fee Filing fee should be paid for Articles of Association and eform 1. In addition, fee for registration of the company shall be paid. The fees shall relate to the authorised capital of the Company and as per Schedule X of the Companies Act, 1956 (Appendix 9) 2.10-8 Filing instruction Refer Chapter 358 for detailed instructions for filing e-forms. 2.11 Submission of eform 32 with the Registrar Simultaneously with filing of application for incorporation in Form No. 1, a return containing the particulars of directors in eform 32 (Annex 2.8 for specimen filled in form) should be filed with the Registrar of Companies through MCA Portal. On uploading of eform 1, the system will display a message instructing the user to upload eform 32. This button should be clicked and eform 32 should be uploaded. 2.11-1 Who can file? The eform 32 shall be filed by a person named in the Articles as managing director or director, duly authorised by the promoters. 2.11-2 Use of eform 32 Addendum Form 32 can be used only for 3 directors. If the number of directors exceeds three, eform 32 Addendum should be filed through MCA Portal quoting service request number of eform 32. 2.11-3 Time Limit This eform should be filed simultaneously with eform 1. 2.11-4 Pre-certification by professionals Pre-certification from the chartered accountant/cost accountant/company secretary (in whole time practice) should be obtained. 2.11-5 Attachments The following documents should be attached : u Photographs of appointees u Consent letters for appointment (Annex 2.9) u Declaration regarding disqualification 2.11-6 How to attach documents? The attachments enclosure shall be in PDF format. A physical document can be converted into an electronic document through scanning. A soft copy may also be converted into PDF format and used as an attachment to eform. 2.11-7 Digital Signature The eform should be digitally signed by a person named in the Articles as managing director or director, duly authorised by the promoters. 2.11-8 Filing fee Filing fee shall relate to the authorised capital of the Company and as per Schedule X of the Companies Act, 1956 (Appendix 9). 2.11-9 Filing instruction Refer Chapter 358 for detailed instructions for filing e-forms. 2.12 Submission of eform 18 with the Registrar Simultaneously, a notice containing the situation of registered office in eform 18 (Annex 2.10 for specimen filled-in form) should be filed with the Registrar of Companies through MCA Portal. On uploading eforms 1 & 32, the system will display a message instructing the user to upload eform 18 and the user must click the button and upload the same. 2.12-1 Who can file? The eform 18 shall be filed by a person named in the Articles as managing director or director, duly authorised by the promoters. 2.12-2 Time Limit This eform should be filed simultaneously with eform 1. 2.12-3 Pre-certification by professionals Pre-certification from the chartered accountant/cost accountant/company secretary (in whole time practice) should be obtained. 2.12-4 Attachments No mandatory attachment. Address proof may be given as optional attachment. 2.12-5 Digital Signature The eform should be digitally signed by a person named in the Articles as managing director or director or manager or secretary, duly authorised by the promoters. 2.12-6 Filing fee Filing fee shall relate to the authorised capital of the Company and as per Schedule X of the Companies Act, 1956 (Appendix 9). 2.12-7 Filing instruction Refer Chapter 358 for detailed instructions for filing e-forms. 2.13 Payment Since this activity involves filing of multiple eforms, the payment receipt (in case of online payment) or challan (in case of off-line payment) shall be generated by the system only after all the eforms are uploaded. A combined receipt/ challan shall be generated for all the eforms together. 2.13-1 Mode of Payment The filing fee should be paid through one of the specified modes viz., remittance in authorised banks, credit card or through internet banking. In case of online payment, filing process shall be complete immediately. (See Appendix 18). 2.13-2 Procedure in case of off-line payment In case of remittance through authorised bank, a pre-filled challan containing the SRN, date of challan, expiry date, name and designation of user by whom challan is tendered, name and address of the company, particulars of remittance, total amount and Head of account shall be generated by the system. The challan should be used for making payment before the date of expiry mentioned therein and the transaction shall be completed by the concerned banks. 2.13-3 Non-payment of fee before due date If the payment is not made by pay by date mentioned in challan, submission of form shall be regarded as incomplete and an e-mail will be sent to the applicant that the form cannot be regarded as filed due to non-payment. The status of payment can be verified through MCA portal. 2.14 Physical submission of Stamped documents Immediately after filing eforms, the Original and duly stamped and signed declaration in eform1 and the Original and duly stamped and signed Memorandum and Articles of Association should be physically submitted to the Registrar of Companies quoting the concerned Service Request Number. In case of failure to file physical documents, filing will not be considered and legal action will be taken. 2.15 Certificate of Incorporation The Registrar of Companies shall process the application and on being satisfied with the compliance of all formalities, register the company, allot a Corporate Identification Number (CIN) which shall be quoted in all correspondences/ eforms and issue a Certificate of Incorporation. On the issue of the certificate of incorporation, the company shall come into being as a separate entity from the date specified therein. The Certificate of Incorporation shall be conclusive evidence that all the requirements of the Act have been duly complied with. 2.15-1 Time Limit as per Citizen Charter As per Citizen Charter of DCA (Appendix 10) the Certificate of Incorporation should be issued within 14 days. Refer Appendix 11 for DCA circulars regarding allotment of CIN. 2.15-2 Safe custody The Original Certificate of Incorporation, being a permanant record, should be collected from the Registrar of Companies and kept under safe custody. 2.16 Publication of Name On incorporation of the company, the name of the company should be published in the following manner: 2.16-1 Every company should— u paint or affix its name and the address of its registered office and keep the same painted or affixed, on the outside of every office or place in which its business is carried on, in a conspicuous position, in letters easily legible; and if the characters employed therefor are not those of the language, or one of the languages, in general use in that locality, also in the characters of that language or of one of those languages; u have its name engraven in legible characters on its seal; u have its name and the address of its registered office mentioned in legible characters in all its business letters, bill heads and letter papers and in all its notices and other official publications ; and also have its name so mentioned in all bills of exchange, hundies, promissory notes, endorsements, cheques and orders for money or goods purporting to be signed by or on behalf of the company, and in all bills of parcels, invoices, receipts and letters of credit of the company. 2.17 Pre-scrutiny of documents It is advisable to submit the full set of documents to the Registrar for prescrutiny. This is optional but will insure that the documents to be uploaded through the MCA portal are in order and not defective in any manner. Since the defective documents will be required to be re-submitted leading to time delay, it is preferable to use the facility of pre-scrutiny. ANNEX 2.1 (Refer Para 2.4-1) DCA CIRCULAR : OFFSET PRINTING OF MEMORANDUM OR ARTICLES Whether memorandum or articles of association printed by offset printing method can be accepted for the purposes of registration of companies A question has been raised whether memorandum and articles of association printed by offset printing method can be accepted by the Registrar of Companies for the purpose of registration. The matter has been carefully examined by the Department and it is of the view that offset printing is one of the methods of printing developed recently. This system is as good as normal printing and hence there does not appear any objection in accepting the same by the Registrar for the purpose of registration. Source : Circular No. 3/81 [F.No. 8/31/15/80-CL-V], dated 15-12-1981. ANNEX 2.2 (Refer Para 2.4-2) DCA CIRCULAR : COMPUTER PRINTING OF MEMORANDUM Acceptance of computer printed documents for registration of companies The Department has received representations that in view of advancement in computer laser printing techniques, the documents printed on laser printers have same quality of printing as in letter press. In view of this fact the memorandum and articles printed on computer laser printers may be accepted by the Registrars for registration of companies for purposes of sections 15 and 30. This matter has been reviewed by the Government and it has now been decided that with immediate effect the Registrar should accept and take on record all computer printed memorandum and articles provided the documents are neatly and legibly printed and comply with the other requirements of the Act. Source : Circular No. 7 of 1993, dated 22-6-1993. ANNEX 2.3 (Refer Para 2.6-1) DCA CIRCULARS : FRESH APPLICATION FORM FOR REGISTRATION Application form to be filled up in all respects and signed by one of the promoters - Instructions to Registrars CLARIFICATION 1 I am directed to refer to this Department’s Circular No. 27/1/89-CL-III, dated 17th February, 1989, on the above subject (see Clarification 2) wherein you were requested to advise your constituents to ensure that the application form is signed by one or more amongst the promoters and in case one or more of the promoters are thereafter no more interested in participating in the promotion of the new company, a no objection letter from such promoter is made available to the Registrar of Companies at the time of registration of the new company. Instances came to the notice of the Department that some promoters are pre-empting the names, which is not a healthy practice. It has, accordingly, been decided that, in future, Registrars of Companies should register the company only in cases where the promoters, as per availability of name and application, are also the subscribers to the memorandum and articles of association of the proposed company at the time of its registration. In case of any change in the name(s) amongst the subscribers, the changed subscribers are advised to make fresh application for availability of name. The Registrar may, as per existing procedure, allow the same name, if otherwise available, after three months* from the date when the name was allowed to the original promoter(s). Source : Circular No. 1 of 1990, dated 5-1-1990. CLARIFICATION 2 As per the application form for availability of names (Form No. 1A), prescribed under rule 4A of the Companies (Central Government’s) General Rules and Forms, 1956, the promoters are, inter alia, required to give the names and addresses of the prospective directors or promoters, as also the name(s) and address(es) of the person(s) applying for availability of names. You are requested to advise your constituents to ensure that the application form is filled up in all respects and the application is made by one or more amongst the promoters. The Registrars of Companies have been advised to ensure at the time of registration of a new company that the subscribers to the memorandum and articles of association tally with the list of promoters/first directors stated in the application for availability of names and in case, one or more of the promoters are not interested in participating in the promotion of a new company, at a later stage, a “Noobjection letter” from such promoter(s) is made available to the Registrar while submitting the documents for registration. The Registrars of Companies are also being advised to dispose of applications for availability of names ordinarily within 14 days of the receipt of application and to correspond with the applicant promoter(s) in this behalf. Source : Letter F.No. 27/1/89-CL-III, dated 17-2-1989. *Now, six months. ANNEX 2.4 (Refer Para 2.7-1) DCA CIRCULAR : AUTHORISATION FOR SIGNING MEMORANDUM Whether general authorised agent can sign memorandum or any amendment thereto on behalf of subscriber It has been brought to the notice of the Company Law Board that some Registrars of Companies have been insisting that the memorandum of association of a company and any amendments thereto should be signed by the subscribers themselves and not through their constituted attorneys and that this is causing some practical difficulties, especially where some of the subscribers to the memorandum are foreign parties who may be collaborating with Indian promoters. The matter has been carefully examined by the Company Law Board and it has been decided that when it is not possible for a company, it may be signed on his behalf by an agent if the latter is authorised by a power of attorney to do so. The same course may also be followed in respect of any amendments to the memorandum of articles which it may be found necessary to make as a result of any suggestions in this behalf made by the Registrar concerned after the scrutiny of the memorandum and articles presented to him for registration. In this connection, attention is also invited to the last sentence of para 2 of the former Department of Company Law Administration’s Circular Letter No. 8/15/58, dated 13-9-1958 wherein it was stated that “An agent may sign the memorandum on behalf of a subscriber if he is authorised by a power of attorney to do so.” A suggestion has also been made to the Company Law Board that it would be helpful to promoters if the Registrar could scrutinise and approve the draft memorandum and articles of a proposed company before they are presented to him for registration. Though it may not be possible for the Registrars to accept a definite commitment in this regard, the Board is of the view that the Registrars should, to the extent possible, offer their help and advise to those who may approach them in drawing up the memorandum and articles. This would be specially desirable in cases where promoters have no prior experience of company promotion. Source : Circular No. 128/HCC/64, dated 27-7-1964. ANNEX 2.5 (Refer Para 2.7-2) DCA LETTER : SIGNATURE OF MEMORANDUM BY ILLITERATE SUBSCRIBER Requirement as to signature by a subscriber who is illiterate It has been brought to the notice of this Department that some practical difficulties have been experienced in complying with the provisions of sections 13 and 15 in cases where the subscriber to the memorandum of association of a company is illiterate. Section 13(4)(c) requires each subscriber to the memorandum to write opposite to his name the number of shares he takes. Section 15(c) requires the memorandum to be signed by each subscriber (who shall add his address, descripttion and occupation, if any), in the presence of at least one witness who shall attest the signature and shall likewise add his address, etc. After consideration of the position, it has been decided that when an executant of a memorandum of association is illiterate, he should give his thumb impression or mark which should be described as such by the subscriber or person writing for him. The latter should place the name of the executant against or below the mark and authenticate it by his own signature. He should also write against the name of the subscriber, the number of shares taken by him. Such person should also read and explain the contents of the documents to the executant and make an endorsement to that effect on the document. An agent may sign the memorandum on behalf of a subscriber if he is authorised by a power of attorney to do so. Source : Letter No. 8/15/58-PR, dated 13-9-1958. ANNEX 2.6 (Refer Para 2.10) e-FORM NO. 1 Application and declaration for incorporation of a company [Pursuant to section 33(1) and (2) of the Companies Act, 1956] Note - All fields marked in * are to be mandatorily filled. 1. (a) *Please specify the type of company New company Part IX company (Existing or joint stock company) Producer company (b) *Indicate Registrar of Companies (RoC) reference number for name approval Pre-fill (c) Name of the company (d) *State whether the company is public or private Public Private 2. (a)(i) *Category (select whichever is applicable) (ii) *Sub-category (select whichever is applicable) (iii) If others, please specify (b) Section 25 licence number 3. *Whether the company is Having share capital Not having share capital 4. Authorised capital of the company (in Rs.) 5. Break up of authorised capital (a) Number of equity shares (b) Face value per equity share (in Rs.) (c) Total amount of equity shares (in Rs.) (d) Number of preference shares (e) Face value per preference share (in Rs.) (f) Total amount of preference shares (in Rs.) 6. Enter the maximum number of members in case of a company limited by members 7. (a)(i) *Whether promoted by an existing company Yes No (ii) Corporate identity number (CIN) of promoter company Pre-fill (iii) Name of promoter company 3 3 XYZ Software Solutions Limited — 3 3 50 Lakhs 5,00,000 10 Nil Nil As 5769161 Company limited by shares Indian Non-Government company (iv) Name of the person signing on behalf of promoter company (v) Designation of the person signing on behalf of promoter company Details of proposed directors - Please file Form 32 giving all the details of the directors of the proposed company simultaneously (b) *Enter the number of subscribers Particulars of subscribers (i) *Name * Father’s name Husband’s name *Nationality If already a director or promoter of a company(s), specify CIN of such company(s). Director Promoter CIN Income-tax permanent account number (PAN) *Date of birth (DD/MM/YYYY) *Occupation Voter identity card number Passport number Others (specify) Permanent residential address *Address Line I Line II *City *State *Pin code *Country Phone Fax e-mail ID Whether present residential address is same as the permanent residential address Yes No Present residential address *Address Line I Line II 7 Mr. X Mr. R Indian 3 3 26-10-1958 AKPFX4376K Business A2071857 57 Gokul Avenue New Colony AVM Nagar Chennai Tamil Nadu 600043 India 3 57 Gokul Avenue New Colony AVM Nagar - - U 15125 TN 2001 PLC 475411 U 15121 TN 2003 PLC 584005 3 *City *State *Pin code *Country Phone Fax (ii) *Name * Father’s name Husband’s name *Nationality If already a director or promoter of a company(s), specify CIN of such company(s). Director Promoter CIN *Date of birth (DD/MM/YYYY) Income-tax PAN *Occupation Voter identity card number Passport number Others (specify) Permanent residential address *Address Line I Line II *City *State *Pin code *Country Phone Fax e-mail ID Whether present residential address is same as the permanent residential address Yes No Present residential address *Address Line I Line II *City *State *Pin code Chennai Tamil Nadu 600043 India Mr. Y Mr. M Indian 6/8/1959 APRKY1013P Consultant 1874675 100 New Colony Chrompet Chennai Tamil Nadu 600031 India 3 100 New Colony Chrompet Chennai Tamil Nadu 600031 3 *Country Phone Fax (iii) Name Father’s name Husband’s name Nationality If already a director or promoter of a company(s), specify CIN of such company(s). Director Promoter CIN Date of birth (DD/MM/YYYY) Income-tax PAN Occupation Voter identity card number Passport number Others (specify) Permanent residential address Address Line I Line II City State Pin code Country Phone Fax e-mail ID Whether present residential address is same as the permanent residential address Yes No Present residential address Address Line I Line II City State Pin code Country Phone Fax 22 Rajaji Nagar Parry Corner, Broadway Chennai Tamil Nadu 600074 India Mrs. S Mr. D Indian 3 3 U 15125 TN 2005 PTC 555542 1/1/1959 ABCDS7143R Business 244, Rose Towers Mount Road Chennai Tamil Nadu 600017 India 3 (iv) Name Father’s name Husband’s name Nationality If already a director or promoter of a company(s), specify CIN of such company(s). Director Promoter CIN Date of birth (DD/MM/YYYY) Income-tax PAN Occupation Voter identity card number Passport number Others (specify) Permanent residential address Address Line I Line II City State Pin code Country Phone Fax e-mail ID Whether present residential address is same as the permanent residential address Yes No Present residential address Address Line I Line II City State Pin code Country Phone Fax 244 Rose Towers Mount Road Chennai Tamil Nadu 600017 India Business A1745381 Mr. Z Mr. U Indian 3 17/4/1966 APRMZ1114D 77 Rose Avenue Chembur Mumbai Maharashtra 417073 India 3 (v) Name Father’s name Husband’s name Nationality If already a director or promoter of a company(s), specify CIN of such company(s). Director Promoter CIN Date of birth (DD/MM/YYYY) Income-tax PAN Occupation Voter identity card number Passport number Others (specify) Permanent residential address Address Line I Line II City State Pin code Country Phone Fax e-mail ID Whether present residential address is same as the permanent residential address Yes No Present residential address Address Line I Line II City State Pin code Country Phone Fax 3 Mr. P Mr. K 3 U 25000 TN 2000 PLC 400000 22/2/1974 AFRUP2473R Business 3 55 Century Gardens Chetpet Chennai Tamil Nadu 600141 India 55 Century Gardens Chetpet Chennai Tamil Nadu 600141 India (vi) Name Father’s name Husband’s name Nationality If already a director or promoter of a company(s), specify CIN of such company(s). Director Promoter CIN Date of birth (DD/MM/YYYY) Income-tax PAN Occupation Voter identity card number Passport number Others (specify) Permanent residential address Address Line I Line II City State Pin code Country Phone Fax e-mail ID Whether present residential address is same as the permanent residential address Yes No Present residential address Address Line I Line II City State Pin code Country Phone Fax 3 Mr. K Mr. L United States of America 16/7/1965 Software Engineer S7434766 5018 Casino Towers New York 041747 United States of America 3 5018 Casino Towers New York 041747 USA (vii) Name Father’s name Husband’s name Nationality If already a director or promoter of a company(s), specify CIN of such company(s). Director Promoter CIN Date of birth (DD/MM/YYYY) Income-tax PAN Occupation Voter identity card number Passport number Others (specify) Permanent residential address Address Line I Line II City State Pin code Country Phone Fax e-mail ID Whether present residential address is same as the permanent residential address Yes No Present residential address Address Line I Line II City State Pin code Country Phone Fax 8. Memorandum of association and Articles of association are submitted herewith. Mr. E 3 Mr. F 8/9/1957 ABCDE1117F Company Executive B1746173 1/15 New Street Golden Rock Trichy Tamil nadu 621543 India 3 42 Ram Colony T Nagar Chennai Tamil Nadu 600134 India Declaration *I, Son Daughter Wife of* do solemnly as under : (i) *That I am n An advocate of the Supreme Court or a High Court who is engaged in the formation of the company. n An attorney or pleader entitled to appear before a High Court who is engaged in the formation of the company. n A Company Secretary (in whole-time practice) in India who is engaged in the formation of the company. n A Chartered Accountant (in whole-time practice) in India who is engaged in the formation of the company. n A person named in the articles as a director, manager or secretary of the company. (ii) And I, further declare that the particulars given above are true to the best of my knowledge and belief; (iii) Forms 18 and 32 are also being filed simultaneously; (iv) I further confirm that I am duly authorised to submit this application; and that all the particulars mentioned above are as provided in the articles of association as subscribed by the subscribers of the company; (v) That all the requirements of the Companies Act, 1956 and rules thereunder in respect of all the matters precedent in the registration of the company and incidental thereto have been complied with and I make this solemn declaration conscientiously believing the same to be true. Attachments: List of attachments 1. Memorandum of association Attach 2. Articles of association Attach 3. Annexure containing details of subscribers Attach 4. Optional attachment(s) - if any Attach Remove attachment To be digitally signed by A person named in the articles as a director or manager or secretary of the company or An advocate or attorney or pleader or company secretary or chartered accountant (in whole-time practice) Modify Check Form Prescrutiny Submit For office use only This e-Form is hereby registered Digital signature of the authorising officer Submit to BO Mr. X 3 Mr. R 3 3 3 MCA’s Instructions for filling of e-Form 1 Keep following instructions in view : S. No. Detailed Instructions Note : Instructions are not provided for the fields which are self-explanatory Refer the relevant provisions of the Companies Act, 1956 and rules made thereunder with respect to the matter dealt in the eform 1. (a) Select option for the proposed Company; whether ‘New company’ or ‘Part IX company’ or ‘Producer company’. Details for ‘Part IX company’ are given in section 565 and for ‘Producer company’ are given in sections 581A to 581ZT of the Companies Act, 1956. You may find the Companies Act, 1956 on the portal www.mca.gov.in (b) Enter “eform 1A” reference number, i.e. ‘Service Request Number of eform 1A’, filed for name approval. (c), (d) Click the “Pre-fill” button System will automatically display the name of the company and status (Private or Public) as per eform 1A. 2. (b) For incorporation of a company licensed under section 25 of the Companies Act, 1956 obtain a licence from the Regional Director (RD) by filing an application in eform 24A. The licence number if received from RD will be displayed based on the above mentioned eform 1A reference number. 4, 5. Enter the details in case of a company having share capital. The amount of authorised capital cannot be less than the amount mentioned in eform 1A. Following are the other requirements with respect to authorised capital (Not applicable in case of a company licensed under section 25 of the Companies Act, 1956) Rs. 1,00,000 or more in case of a Private company Rs. 5,00,000 or more in case of a Public company 7. (a) In case an Indian company is the promoter, enter the Corporate Identity Number (CIN). Click the Pre-fill button and Name of the promoter company will be displayed. In case a Foreign company is the promoter, enter the Name of the promoter company. Enter Name and Designation of the person authorised to sign on behalf of the promoter company. (b) Minimum number of subscribers should be two in case of a private company and seven in case of Public company. In case the number of subscribers is more than seven, provide the details of the other subscribers as an attachment namely ‘Annexure containing details of subscribers’. (c) Particulars of subscribers: Enter the details of the subscribers. If ‘Yes’ is selected in the field ‘Whether present residential address is same as the permanent residential address’, the present residential address will be displayed same as the permanent residential address otherwise enter the present residential address S. No. Detailed Instructions Attachments n Memorandum of Association (MoA) and Articles of Association (AoA) of the company (Not required for a company licensed under section 25 as these are already filed with Regional Director application eform—eform 24A) n Annexure containing details of subscribers (Optional) n Any other information can be provided as an optional attachment. Copy of Memorandum of Association (MoA) and Articles of Association (AoA) after stamping and physically signed by all the subscribers should be delivered to the RoC office where company is to be registered. You can find the addresses of all the RoC offices on the portal www.mca.gov.in Signature The eform should be digitally signed by the following: n Person named in the articles as a director or manager or secretary of the company duly authorised by the promoters OR n The person giving declaration as professional i.e. advocate or attorney or pleader or company secretary or chartered accountant (in whole-time practice) engaged in the formation of the company duly authorised by the promoters Notes: 1. eform 18 and eform 32 are to be filed simultaneously. 2. The original duly filled in and signed eform 1 on stamp paper are required to be sent to concerned RoC Office simultaneously, failing which the filing will not be considered and legal action will be taken. 3. The original stamped Memorandum of Association and Articles of Association are required to be sent to concerned RoC Office simultaneously, failing which the filing will not be considered and legal action will be taken. 4. See also MCA’s Common Instruction Kit. (See Appendix 3) ANNEX 2.7 (Refer Para 2.10-4) POWER OF ATTORNEY We, the subscribers to the Memorandum and Articles of Association of......................... Limited/private limited, do hereby appoint Mr. ........, as our Attorney to submit, sign and present all the required documents for incorporation of the company and to carry out such corrections as may be required by the Registrar of Companies. Signature of subscribers Note : The certificate of incorporation shall be sent only by post. ANNEX 2.8 (Refer Para 2.11) e-FORM NO. 32 Particulars of appointment of managing director, directors, manager and secretary and the changes among them or consent of candidate to act as a managing director or director or manager or secretary of a company and/or undertaking to take and pay for qualification shares [Pursuant to sections 303(2), 264(2) or 266(1)(a) and 266(1)(b)(iii) of the Companies Act, 1956] Note - All fields marked in * are to be mandatorily filled. 1. *This form is for New company Existing company 2. (a) *Corporate identity number (CIN) of Pre-fill company or Form 1A reference number (b) Global location number (GLN) of company 3. (a) Name of the company (b) Address of the registered office of the company 4. *Number of managing (Enter here the total number of managing director, directors, director, director(s), manager and secretary for which the form needs to be filed. manager, secretary If the number is more than three, use the Form 32 Addendum for filing the particulars of the other managing director, director(s), manager, secretary) PARTICULARS OF MANAGING DIRECTOR OR DIRECTOR(S) OR MANAGER OR SECRETARY - I PART I *Director identification number (DIN) or income-tax permanent account number (PAN) *Name * Appointment Cessation Change in designation of director Attach photograph * Father’s name Husband’s name *Nationality *Designation DIN of the director to whom the appointee is alternate Name of the director to whom the appointee is alternate Name of the company or institution whose nominee the appointee is *Date of birth (DD/MM/YYYY) *Date of appointment (DD/MM/YYYY) XYZ Software Solutions Limited 57 Software Complex New Tech Village Chennai - 600 174 3 Mr. X Mr. R Indian Managing Director — — — from the date of 26/10/1958 incorporation A05769161 U 15121 TN 2003 PTC 58400 00015417 3 3 3 Income-tax permanent account number (PAN) Voter’s identity card number Passport number Others (specify) *Permanent residential address Line I Line II *City *State *Country *Pin code Phone Fax e-mail ID *Whether present residential address is same as the permanent residential address Yes No Present residential address Line I Line II City State Country Pin code Phone Fax Interest in other entities *Directorship in other companies If yes, Yes No (1) CIN of company Name of the company Designation (2) CIN of company Name of the company Designation (3) CIN of company Name of the company Designation (4) CIN of company Name of the company Designation (5) CIN of company Name of the company AKPFX4376K A2071857 57 Gokul Avenue Tamil Nadu India 600 043 Chennai New Colony Nagar 3 3 57 Gokul Avenue India Chennai New Colony Nagar Tamil Nadu 600 043 Designation (6) CIN of company Name of the company Designation (7) CIN of company Name of the company Designation (8) CIN of company Name of the company Designation (9) CIN of company Name of the company Designation (10) CIN of company Name of the company Designation (11) CIN of company Name of the company Designation (12) CIN of company Name of the company Designation (13) CIN of company Name of the company Designation (14) CIN of company Name of the company Designation (15) CIN of company Pre-fill all Name of the company Designation *Partnership held in partnership firm Yes No If yes, Name of partnership firm Address Line I Line II City State Country Pin code *Proprietorship held in proprietorship firm Yes No If yes, Name of sole proprietorship firm Address Line I Line II City State Country Pin code PART II Hereby confirmed that the above mentioned Director Manager Secretary Managing director is not associated with the company with effect from (DD/MM/YYYY) due to PARTICULARS OF MANAGING DIRECTOR OR DIRECTOR(S) OR MANAGER OR SECRETARY - II PART I DIN or income-tax PAN Name Attach photograph Appointment Cessation Change in designation of director Father’s name Husband’s name Nationality Designation DIN of the director to whom the appointee is alternate Name of the director to whom the appointee is alternate Name of the company or institution whose nominee the appointee is Date of birth (DD/MM/YYYY) Date of appointment (DD/MM/YYYY) XYZ Computers 57 Gokul Avenue New Colony Nagar Tamil Nadu India Chennai 3 3 3 Mr. T Mr. V Indian Director — — — from the date of incorporation 01/01/1961 3 00085641 Income-tax PAN Voter’s identity card number Passport number Others (specify) Permanent residential address Line I Line II City State Country Pin code Phone Fax e-mail ID Whether present residential address is same as the permanent residential address Yes No Present residential address Line I Line II City State Country Pin code Phone Fax Interest in other entities Directorship in other companies If yes, Yes No (1) CIN of company Name of the company Designation (2) CIN of company Name of the company Designation (3) CIN of company Name of the company Designation (4) CIN of company Name of the company Designation (5) CIN of company Name of the company Designation AAKPV4500P 88, New Avenue Chetpet Chennai India Tamil Nadu 600 018 3 3 88, New Avenue Chetpet Chennai India Tamil Nadu 600 018 (6) CIN of company Name of the company Designation (7) CIN of company Name of the company Designation (8) CIN of Company Name of the Company Designation (9) CIN of company Name of the company Designation (10) CIN of company Name of the company Designation (11) CIN of company Name of the company Designation (12) CIN of company Name of the company Designation (13) CIN of company Name of the company Designation (14) CIN of company Name of the company Designation (15) CIN of company Pre-fill all Name of the company Designation Partnership held in partnership firm Yes No If yes, Name of partnership firm Address Line I Line II City State Country Pin code Proprietorship held in proprietorship firm Yes No If yes, Name of sole proprietorship firm Address Line I Line II City State Country Pin code PART II Hereby confirmed that the above mentioned Director Manager Secretary Managing director is not associated with the company with effect from (DD/MM/YYYY) due to PARTICULARS OF MANAGING DIRECTOR OR DIRECTOR(S) OR MANAGER OR SECRETARY - III PART I DIN or income-tax PAN Name Attach photograph Appointment Cessation Change in designation of director Father’s name Husband’s name Nationality Designation DIN of the director to whom the appointee is alternate Name of the director to whom the appointee is alternate Name of the company or institution whose nominee the appointee is Date of birth (DD/MM/YYYY) Date of appointment (DD/MM/YYYY) 3 3 Mr. T Mr. V Indian Director — — — from the date of incorporation 18/01/1956 00055415 Income-tax PAN Voter’s identity card number Passport number Others (specify) Permanent residential address Line I Line II City State Country Pin code Phone Fax e-mail ID Whether present residential address is same as the permanent residential address Yes No Present residential address Line I Line II City State Country Pin code Phone Fax Interest in other entities Directorship in other companies Yes No If yes, (1) CIN of company Name of the company Designation (2) CIN of company Name of the company Designation (3) CIN of company Name of the company Designation (4) CIN of company Name of the company Designation (5) CIN of company Name of the company Designation AKSPN1841K 75 Ram Nagar Saidapet Chennai India Tamil Nadu 600 010 3 75 Ram Nagar Saidapet Chennai Tamil Nadu India 600 010 3 B17645176 XMK Garments Pvt. Ltd. Director (6) CIN of company Name of the company Designation (7) CIN of company Name of the company Designation (8) CIN of company Name of the company Designation (9) CIN of company Name of the company Designation (10) CIN of company Name of the company Designation (11) CIN of company Name of the company Designation (12) CIN of company Name of the company Designation (13) CIN of company Name of the company Designation (14) CIN of company Name of the company Designation (15) CIN of company Pre-fill all Name of the company Designation 3 3 3 3 3 Partnership held in partnership firm Yes No If yes, Name of partnership firm Address Line I Line II City State Country Pin code Proprietorship held in proprietorship firm Yes No If yes, Name of sole proprietorship firm Address Line I Line II City State Country Pin code PART II Hereby confirmed that the above mentioned Director Manager Secretary Managing director is not associated with the company with effect from (DD/MM/YYYY) due to Verification 1. *I confirm that the information given in Parts I and II above is true to the best of my knowledge and belief. 2. It is also hereby confirmed that the consent of the appointee managing director, director(s), manager or secretary has been filed as an attachment to this e-Form. Attachments: 1. Evidence of payment of stamp duty where qualification shares is involved Attach (This will be mandatory only if the director giving consent agrees to pay for at least one share) 2. Consent(s) of the appointee managing director, director(s), manager or Attach secretary 3. Declaration regarding qualification shares Attach 4. Evidence of cessation Attach 5. Optional attachment(s), if any Attach 3 3 3 List of attachments Remove attachment Declaration To the best of my knowledge and belief, the information given in this form and its attachments is correct and complete. I have been authorised by the board of directors’ resolution dated (DD/MM/YYYY) to sign and submit this form. I am authorised to sign and submit this form. To be digitally signed by Managing director or director or manager or secretary of the company Certificate It is hereby certified that I have verified the above particulars and found them to be true and correct. Chartered accountant or cost accountant or company secretary (in whole-time practice) Modify Check Form Pre-scrutiny Submit For office use only This e-Form is hereby registered Digital signature of the authorising officer Submit to BO MCA’s Instructions for filling of e-Form 32 Keep following instructions in view. S. No. Detailed Instruction Note : Instructions are not provided for the fields which are self-explanatory Refer the relevant provisions of the Companies Act, 1956 and rules made thereunder with respect to the matter dealt in this eform 2. (a) In case of an existing company, enter ‘Corporate identity number’ (CIN). n You may find CIN by entering existing registration number of the company in the ‘Find CIN/GLN’ service at the portal www.mca.gov.in In case of a new company, enter ‘eform 1A reference number’, i.e. ‘Service Request Number of eform 1A’, filed for name approval. 3. (a), (b) Click the “Pre-fill” button. In case of an existing company, system will automatically display the name and address of the registered office of the company. In case of a new company, system will automatically display the name of the company. Address field will be disabled and is not required to be filled. 4. Enter the total number of persons for whom this eform needs to be filed. Three persons’ details can be filed through this eform. If the total number is more than three, then file eform 32 Addendum for the details of the other persons. Part II is applicable only in case of cessation. Directorship in other companies, Partnership held in partnership firm and Proprietorship held in proprietorship firm are not applicable in case of cessation. Part I n Enter the particulars of the person n Director identification number (DIN) in case of a director or income-tax permanent account number (PAN) in case of a secretary or a manager. n In case of a new company, only director details can be entered. For filing particulars of a secretary or a manager, file through a separate eform 32 after CIN has been allotted to the company. n Select whether the person is being appointed or is ceasing to be associated with the company or there is change in designation. n Change in designation is applicable only in case of change within the various designations of a director. n Select the designation of the person. In case of cessation, select the same designation as at the time of appointment or change in designation. n In case of appointment of an alternate director, enter the DIN and name of director to whom the appointee is alternate. n In case of appointment of a nominee director, enter the name of the company or institution whose nominee the appointee is. n Age of the appointee cannot be less than eighteen years. n Income-tax PAN field is not required to be filled again in case of a secretary or a manager. n If ‘Yes’ is selected in the field ‘Whether present residential address is same as the permanent residential address’, the present residential address will be displayed same as the permanent residential address otherwise enter the present residential address n Enter details if holding directorship in other companies. n Enter details if holding partnership in any partnership firm n Enter details if proprietor of any proprietorship firm. Part-II Part II is applicable in case of cessation only. Select the designation of the person whose details has been given in the eform, enter the date of cessation and select the reason of cessation from the drop-down list. Verification Point 1 is mandatory to be marked. Point 2 is required to be marked in case of appointment only. S. No. Detailed Instruction S. No. Detailed Instruction Attachments n Photograph of the persons appointed is a mandatory attachment. n Evidence of payment of stamp duty is mandatory in case qualification shares have been taken. The text of the declaration should be as follows— ‘I,.............. (Name of the appointee), having consented to act as a director of the company.............. (Name of the company), also hereby undertake to take from the said company and pay for.............. shares of Rs. .............. each, being the number/value of the shares prescribed as the qualification shares for the office of director of the said company.’ n In case of appointment, consent letter of appointee is required to be attached. n The text of the declaration (in case the appointee is a director or managing director) should be as follows : ‘I, the undersigned, having consented to act as a managing director/director of the company .............. (Name of the company), pursuant to section 264(2)/266(1)(a) of the Companies Act, 1956 and certify that I have not been disqualified to act as a director under section 267 and/or 274 of the Companies Act, 1956.’ n The text of the declaration (in case the appointee is a manager or secretary) should be as follows : ‘I, the undersigned, having consented to act as a managing manager/secretary of the company.............. (Name of the company) and certify that I have not been disqualified to act as such.’ n In case cessation is due to resignation or disqualification or removal, attach the supporting evidence. n Any other information can be provided as an optional attachment. Declaration In case of an existing company, select the first check box and enter the date of board resolution authorising the signatory to sign and submit the eform. In case of a new company, select the second check box. Digital In case of an existing company the eform should be digitally signed by a signature managing director or director or manager or secretary of the company duly authorised by the board of directors. In case of a new company the eform should be digitally signed by a managing director or director of the company whose name has been given in the articles of association of the company and is duly authorised by the promoters. Certificate The eform should be certified by a chartered accountant or cost accountant or company secretary (in whole-time practice) by digitally signing the eform. Note 1. The original attachment relating to qualification shares duly filled in and signed on stamp paper are required to be sent to the concerned RoC Office simultaneously, failing which the filing will not be considered and legal action will be taken. 2. See also MCA’s Common Instruction Kit. (See Appendix 3) ANNEX 2.9 (Refer Para 2.11-5) DIRECTOR’S CONSENT LETTER FOR HIS APPOINTMENT AS DIRECTOR [TO BE OBTAINED FROM EACH DIRECTOR/MANAGING DIRECTOR] I, the undersigned, having consented to act as a managing director/director of _________________ (Name of the Company), hereby certify that I have not been disqualified to act as a director under section 267 and/or 274 of the Companies Act, 1956. 57 Software Complex New Tech Village Chennai 1 Chennai 1 Tamil Nadu India 600174 3 3 ANNEX 2.10 (Refer Para 2.12) e-FORM NO. 18 Notice of situation or change of situation of registered office [Pursuant to section 146 of the Companies Act, 1956] Note - All fields marked in * are to be mandatorily filled. 1. *This form is for New company Existing company 2. (a) *Corporate identity number (CIN) of company or Form 1A reference number (b) Global location number (GLN) of company Pre-fill 3. (a) Name of the company (b) Address of the registered office of the company 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 the company is *Address Line I Line II *City *District *State *Country *Pin code (b) The full address of the police station under whose jurisdiction the registered office of the company is situated *Name *Address Line I Line II *City *State *Pin code 57 Software Complex New Tech Village Chennai - 600 174 XYZ Software Solutions Limited K-6 Police Station New Tech Village Police Station Chennai 1 Tamil Nadu 600174 A05769161 3 3 3 Attachments 1. Optional attachment(s), if any Attach List of attachments Remove attachment Declaration To the best of my knowledge and belief, the information given in this form and its attachments is correct and complete. I have been authorised by the board of directors’ resolution dated* (DD/MM/YYYY) to sign and submit this form. I am authorised to sign and submit this form. To be digitally signed by Managing director or director or manager or secretary of the company Certificate It is hereby certified that I have verified the above particulars from the books of account and records of M/s. and found them to be true and correct. Chartered accountant or cost accountant or company secretary (in whole-time practice) Modify Check Form Prescrutiny Submit For office use only This e-Form is hereby registered Digital signature of the authorising officer Submit to BO MCA’s Instructions for filling of e-Form 18 Keep following instructions in view : S. No. Detailed Instructions Note : Instructions are not provided for the fields which are self-explanatory Refer the relevant provisions of the Companies Act, 1956 and rules made thereunder with respect to the matter dealt in this eform 2. (a) Enter eform 1A reference number, i.e. ‘Service Request Number of e-form 1A’, filed for name approval 3. (a), (b) Click the “Pre-fill” button. XYZ Software Solutions Limited System will automatically display the name of the company. Address field will be disabled and is not required to be filled. 4. (a) The registered office address of the company will always be from the date of incorporation. Enter the details of the address of the registered office of the company. (b) Enter the details of the address of the police station under whose jurisdiction the registered office of the company is situated. Attachments No mandatory attachment is required. Any other information can be provided as an optional attachment. Declaration Select the second check box. Digital The eform should be digitally signed by the managing director or director or signature manager or secretary whose name has been given in the articles of association of the company and is duly authorised by the promoters. Certificate The eform should be certified by a chartered accountant or cost accountant or company secretary (in whole-time practice) by digitally signing the eform. IN CASE OF AN EXISTING COMPANY S. No. Detailed Instructions Refer the relevant provisions of the Companies Act, 1956 and rules made thereunder with respect to the matter dealt in this eform 2. (a) Enter Corporate Identity Number (CIN) of the company n You may find CIN by entering existing registration number of the company in the ‘Find CIN/GLN’ service at the portal www.mca.gov.in 3. (a), (b) Click the “Pre-fill” button. System will automatically display the name and address of the registered office of the company. 4. (a) Enter the date from which the registered office of the company has changed. Enter the details of address of the changed registered office of the company. (b) Enter the details of the address of the police station under whose jurisdiction the changed registered office of the company is situated. Attachments Copy of the board resolution in case the company’s registered office is shifted within the local limits of the city or town or village in which it was earlier situated is to be enclosed Copy of the special resolution in case the company’s registered office is shifted outside the local limits of the city or town or village in which it was earlier situated is to be enclosed. Any other information can be provided as an optional attachment. Declaration Select the first check box and enter the date of board resolution authorising the signatory to sign and submit the eform. Digital The eform should be digitally signed by the managing director or director or signature manager or secretary of the company duly authorised by the board of directors. Certificate The eform should be certified by a chartered accountant or cost accountant or company secretary (in whole-time practice) by digitally signing the eform. Note : See also MCA’s Common Instruction Kit.

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CA Chaitanya (PRACTISING CA) (4283 Points)
Replied 03 February 2008

Sampat ji Great work.

sachin khandelwal (c.a) (60 Points)
Replied 04 February 2008

THANKS A LOT SAMPATJI

Shaurya (CS) (56 Points)
Replied 12 February 2008

Stepwise procedure to form a Pvt. Company: 1. Fill & file FORM 1A with concerned ROC for name availability. 2. After name approval, within 60 days you have to file necessary documents, in order to obtain CIN of your Company. 3. Get the MOA & AOA printed, duly stamped and signed by atleast 2 subscribers. 4. File with the ROC, FORM 1, FORM 18 and FORM 32 electronically and submit the same physically also. 5. Get Certificate of Incorporation from the ROC. your company is registered and ready to do business. Should need more clerification, get in touch with me.

Gurmet Siingh (Chartered Accountant) (413 Points)
Replied 12 February 2008

what doc. to file to MCA for incorporation?

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Radhika (Company Secretary) (1238 Points)
Replied 13 February 2008

Dear all The following is the complete procedure for incorporating a company under MCA. Various documents to be filed with MCA are also listed. 1. Atleast 2 applicants required for name approval application. Both should mandatorily have approved DIN. Digital Signature Certificate Class II of one applicant mandatory. 2. Apply for name approval in Form 1A online. A few lines of main object shall be required in one of the fields. That should tally with the final MOA objects. Application of one name is enough but to be on safer side apply for 6 names, in order of preference. The system does not automatically show whether name shall be approved or not. You only get an idea of how many companies are there with same names. For guidance, use MCA Circulars and guidelines for name approval, few being: -names of states, government bodies, names prohibited under Names and Emblems (Prevention of Improper Use) Act are not to be used. -names in any way similar to existing companies, even if objectives and businesses are different, will be allowed only if a No objection Certificate is obtained from that company. -general names like ABC Private Limited are not allowed. The name should be indicative of objects, eg. XYZ Furniture Limited for a furniture trader. -names indicative of deposit taking activity is not allowed. In case the company has names like chits, securities, finance, etc., the approval of relevant authorities like RBI, Registrar of Chits, SEBI will be necessary. -use of names like international, Asiatic, global, universal requires prescribed limits of authorized capital. One tip is to pay by credit card, if you want to get early name approval as you save 3 days in bank confirmation. 3. Name approval can be seen from web site by logging in with same user id and tracking transaction status for the SRN with which challan was generated. 4. Draft MOA/AOA. Formats from certain well-known books like All about Private Companies and the like can be used. 5. Get MOA/AOA signed by the subscriber. Serial Number, name, address, occupation, address is to be written out in the subscriber's hand underneath his/her signature along with number of shares subscribed in words and figures.Then get MOA/AOA stamped by franking and scan it and attach it to Form 1 to be filed electronically. Also attach Form 1 on stamp paper as optional attachment. 6. Take out Power of Attorney to submit documents physically with ROC. 7. File Form 1, 18 and 32 simultaneously. Afterwards take out physical copy of Form 1 with Rs.20 stamp paper. 8. Submit following documents physically to ROC: i. Challan copy of Form 1. ii. Bound original copy of MOA/AOA. iii. Form 1 on stamp paper of Rs.20/- along with Form 32 and Form 18. iv. Power of Attorney to professional to get the documents filed and authorising him to do all things necessary therefor. 8. After alterations, corrections, if any, the ROC accepts the physical documents and issues a certificate of incorporation in the name of the company. This is sent only to the address registered in Form 18. One can try and obtain photocopy with ROC's permission for immediate legal compliances. 9. Arrange for issue of share certificates and allotment and all other compliances.