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Chapter II - The Companies (Incorporation) Rules, 2014.

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....one 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 date of their publication in the Official Gazette. 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 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 resp....

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....strar 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 c....

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....ns of section 18 of the Act. (3) The One Person Company shall alter its memorandum and articles by passing a resolution in accordance with sub-section (3) of section 122 of the Act to give effect to the conversion and to make necessary changes incidental thereto. (4) The One Person Company shall within period of sixty days from the date of applicability of sub-rule (1), give a notice to the Registrar in Form No.INC.5 informing that it has ceased to be a One Person Company and that it is now required to convert itself into a private company or a public company by virtue of its paid up share capital or average annual turnover, having exceeded the threshold limit laid down in sub-rule (1). Explanation.-For the purposes of this rule,- "relevant period" means the period of immediately preceding three consecutive financial years; (5) If One Person Company or any officer of the One Person 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 ....

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....rp, corpn, corp.; (c) plural version of any of the words appearing in the name; (d) type and case of letters, spacing between letters and punctuation marks; (e) joining words together or separating the words does not make a name distinguishable from a name that uses the similar, separated or joined words; (f) use of a different tense or number of the same word does not distinguish one name from another; (g) using different phonetic spellings or spelling variations shall not be considered as distinguishing one name from another. Illustration (For example, P.Q. Industries limited is existing then P and Q Industries or Pee Que Industries or P n Q Industries or P & Q Industries shall not be allowed and similarly if a name contains numeric character like 3, resemblance shall be checked with 'Three' also;) (h) misspelled words, whether intentionally misspelled or not, do not conflict with the similar, properly spelled words; (i) the addition of an internet related designation, such as .com, .net, .edu, .gov, .org, .in does not make a name distinguishable from another, even where (.) is written as 'dot'; (j) the addit....

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.... of an existing company or limited liability partnership; (v) 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; (vi) 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 sub-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 applicati....

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....i', '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; (xiv) the proposed name includes the word "State", the same shall be allowed only in case the company is a government company; (xv) the proposed name is containing only the name of a continent, country, state, city such as Asia limited, Germany Limited, Haryana Limited, Mysore Limited; (xvi) the name is only a general one, like Cotton Textile Mills Ltd. or Silk Manufacturing Ltd., and not Lakshmi Silk Manufacturing Co. Ltd; (xvii) it is intended or likely to produce a misleading impression regarding the scope or scale of its activities which would be beyond the resources at its disposal: (xviii) 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 forei....

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....epublic;      (j) President;      (k) Rashtrapati;      (l) Small Scale Industries;      (m) Khadi and Village Industries Corporation;      (n) Financial, forest, 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) Development Scheme or 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....

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....ber 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. (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 b....

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....on 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 sub-section (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. Affidavit from subscribers and first directors.- For the purposes of clause (c) of sub-section (1) of section 7, the affidavit 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: ....

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....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 or partnership firm, 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 a....

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....nd (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 o....

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....e 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 contr....

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...., 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 organisation 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. (4) Where the company has obtained any special status, privilege, exemption, benefit or grant(s) from any authority such as Income Tax....

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....perty 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 ....

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....ny.- The Central Government may as and when required, notify the other documents on which the name of the 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. (2) The company shall, not less than one month before filing any application with the Regional Director for the change of registered office.- (a) publish a notice, at least once in a daily newspaper published in English and in the prin....

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....ny; (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 co....

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....tion 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 o....

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

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....पत्र : असाधारण The Companies Act, 2013 and pursuant to rule 8 & 9 of The Companies (Incorporation) Rules 2014] Form language o English o Hindi Application for reservation of Name सत्यमेव जयते Refer the instruction kit for filing the form. 1. *Application for : ☐ Incorporating a new company (Part A, B, C) ☐ Changing the name of an existing company (Part B, C, D) Part A: Reservation of name for incorporation of a new company 2. Details of applicant (In case the applicant has been allotted DIN, then it is mandatory to enter such DIN) (a) *Director identification number (DIN) or Income tax permanent account number (PAN) or passport number Pre-Fill Verify Details (b) *First Name] Middle Name *Surname (c) *Occupation Type o Self-employed o Professional o Homemaker o Student Area of occupation o Serviceman (d) Address *Line I Line II (e) *City (f) *State/Union territory If 'NA' selected, specify (g) *Pin Code (h) *ISO Country Code (i) Country (j) *e-mail Id ....

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....l be taken over by the proposed Company o Yes o No [ भाग II – खण्ड 3 (i)] भारत का राजपत्र : असाधारण 123 (b) *Whether the proposed name(s) contain(s) name of any person other than the promoter(s) or their close blood relatives o Yes o No [If Yes, attach No objection certificate from such person(s)] (c) Whether the proposed name(s) include(s) the name of relatives o Yes o No (If Yes, attach proof of relation) 10* Whether the proposed name is indicative of the object of the proposed company o Yes o No If yes, whether the proposed name is in consonance with the object of the proposed company o Yes o No Part B. Particulars about the proposed name(s) 11. *Number of proposed names for the company (Please give maximum six names in order of preference) Proposed name Significance of key or coined word in the proposed name State the name of the vernacular language(s) if used in the proposed name 12. *Whether the proposed name is in resemblance with any class of Trade....

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.... the change of name is due to direction received from the Central Government. ? Yes ? No (If yes, please attach a copy of such directions) (b) *Whether the proposed name is in accordance with the rule 8(8) and specific direction of the competent authority is attached Yes ? No (If 'Yes' selected, attach order of competent authority as required in Rule 8(8) 20.(a) *Whether the change in name requires change in object of the company ? Yes ? No (b) Reasons for change in name (in case of yes above, mention proposed objects of the company Attachments (1) In case of change of name of an existing company, a copy of Board resolution; Attach (2) If change of name is due to direction received from the Central Government, then copy of such direction; (3) In case the proposed name(s) are based on a registered trademark or is a subject matter of an application pending for registration under the Trade Marks Act, 1999, the approval of the owner of the trademark or the applicant of such application for registration of Trademark; Attach Attach (4) Copy of Central Government's approval In case the proposed name contains suc....

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.... name(s) is not such that its use by the company will constitute an offence under any law for the time being in force. I have complied with all the mandated requirements of the respective Act/regulator, such as IRDA, RBI, SEBI, MCA etc. (applicable only in case proposed name includes words like Insurance, Bank, Stock Exchange, Venture Capital, Asset Management, Nidhi, Mutual Fund, Finance, Investment, Leasing, Hire purchase etc. or any combination thereof). *To the best of my knowledge and belief, the information given in this application and its attachments thereto is correct and complete, and nothing relevant to this form has been suppressed. I have been authorized by the Board of Directors resolution Number to sign and submit this application (for change of name). Dated *I undertake to be fully responsible for the consequences in case the name is subsequently found to be in [ भाग II – खण्ड 3 (i)] भारत का राजपत्र : असाधारण 127 contravention of the provisions of section 4(2) and section 4(4) o....

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....pany is to be registered 4. (b) Name of the office of the Registrar of Companies in which the company is to be registered *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 *District ISO Country code Country *Phone (with STD/ISD code) Fax *email ID of the company * Pin code (a) Address of the registered office of the company from the date of incorporation is *Line I Line II *City *State/Union Territory *District ISO Country code Country *Phone (with STD/ISD code) Fax *email ID of the company * Pin code [ भाग II-खण्ड 3 (i)] (b)." Registered Office is Owned by Company Taken on Lease by company भारत का राजपत्र : असाधारण Owned by Director (Not taken on lease by company) Owned by any other entity Person (Not taken on lease by company) (c) The f....

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....ss 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 Name of the company 8. *(a) Nomination Promoter CIN Pre-fill all 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) Pre-Fill [ भाग II – खण्ड 3 ( i ) ] भारत का राजपत्र : असाधारण *Income-t....

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....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 Attach Attach Attach 6. *Consent of Nominee in form INC.3 Attach 7. *Affidavit from the subscriber and first Director to the Attach memorandum in Form No. INC.9 Attach 8. List of all the companies (specifying their CIN) having the same registered office address, if any; Attach 9. Specimen Signature in Form INC.10 Attach 10. Entrenched Articles of Association 11. Proof of Registered Office address Attach [ भाग II-खण्ड 3(i)] भारत का रà¤....

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....cretary} 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 number of the company secretary DSC BOX Note: Attention is drawn to provisions of section 7(5) and 7(6) which, inter-alia, provides that furnishing of any false or incorre....

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.... राजपत्र : असाधारण *Whether present address is same as the permanent address Present 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 135 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 five years. I further declare that I am not a nominee in any other One Person Company and I shall comply with the eligibility criteria specified in Rule 3(3) within the prescribed period. I understand that the ....

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.... Intimation is hereby given that has ceased to be the member of w. e. f. contract, due to *{Drop down - Values: Death of the member, Incapacity of member to change in ownership} and * [ भाग II – खण्ड 3 (i)] भारत का राजपत्र : असाधारण *(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) o Yes o No 7. Intimation about the change of nominee Further notice is given that * * (Drop down values: member, new member) who shall become the member of the company in has nominated as his nominee w. e. f. 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 account number (PAN) *First Name Middle Name *Surname Family Name....

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....t 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 Attach Attach Attach Attach Attach Attach (6) Copy of intimation given by member for change in nominee (7) Proof of Cessation of member Attach Attach (8) Optional attachment(s) - if any. *To be digitally signed by member DSC BOX *Income-tax PAN or Director identification number of the member To be digitally signed by Director DSC BOX 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. Modify Check Form Prescrutiny Submit 139 This eForm has been take....

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....digitally signed by Designation DSC BOX *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 provisions of Section 448 and 449 which provide for punishment for false statement and punishment for false evidence respectively. Modify Check Form Prescrutiny Submit 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 One Person Company - Application for Conversion - [ भाग II-खण्ड 3 (i)] FORM NO. INC.6 भारत का राजपत्र : असाधारण [Pursuant to section 18 of the Companies Act, 2013 and Rule 7(4) the Companies (Incorporation) Rules, 2014] Form language o English o Hindi Refer the instruction kit for filing the form. 1. Application for सत्यमेव जयते o Conversion of OPC into private company o Conversio....

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....es (in Rs.) II. Number of members (a) Maximum number of members Nominal amount per equity share Nominal amount per preference share Nominal amount per equity share Nominal amount per preference share (b) Maximum number of members excluding proposed employees (c) Number of members (d) Number of members excluding proposed employee(s) PART C 11. 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 * o Father's Name o Mother's Name o Spouse's name *Gender Male Female Transgender *Nationality *Date of Birth *Place of Birth (District & State) *Educational qualification *Occupation Type Area of occupation Permanent Address *Line I Line II *City *State/ Union Territory ISO Country code Country Pre-Fill Verify Details Self-employed O Professional O Homemaker Student O Serviceman *Phone (with STD/ISD code) *Pin code [ भाग II-खण्ड 3 (i)] Mobile (with country code) Fax *email id ....

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.... Attach 2. *Altered Articles of association Attach 3. *Copy of the duly attested latest financial statement. Attach 4. *Copy of board resolution authorizing giving of notice; 5. Certificate from a Chartered Accountant in practice for calculation of Attach the average annual turnover during the relevant period in case of conversion is on the basis of such criteria. Attach Attach 6. Affidavit confirming that all the members of the company have given their consent for conversion, the paid up capital of the company is Rs 50 lakhs or less and turnover is less than Rs 2 crores in the immediately preceding year. Attach [ भाग II – खण्ड 3(i)] भारत का राजपत्र : असाधारण 7. Copy of minutes, list of creditors and list of members. Attach 8. Copy of NOC of every creditors with the application for Conversion. Attach 9. Consent of the nominee in Form No. INC.3 Attach 10. Copy of PAN card of the nominee and member 11. Proof of identity of the nominee and member 12. Re....

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.... *Service Request Number (SRN) of Form INC.1 2. (a) Name of the company (b) Type of Company is (c) Class of Company (e) Sub category (d) Category (f) Section 8 license number *(g) Company is O Having share capital O Not having share capital 3. (a) Name of the state/Union territory in which the company is to be registered Pre-Fill (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 o Yes o No (d) Address for correspondence till the registered office of the company is established *Line I Line II *City *State/Union Territory *District ISO Country code Country *Pin code [ भाग II-खण्ड 3 ( i )] *Phone (With STD/ISD code) Fax *email ID of the company भारत का राजपत्र : असाधारण 147 4. I. *Capital structure of the company (a) Authorized capital of the company (in Rs.) (i) Number of equity shares Total amount of....

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....dress *Line I Line II [ भाग II-खण्ड 3 (i)] भारत का राजपत्र : असाधारण 8. *City *State/Union Territory *ISO Country code Country *Phone(With STD/ISD code) Mobile Fax *Duration of stay at present address Years *Pin code Months If Duration of stay at present address is less than one year then address of previous residence *Proof of identity *Residential Proof 149 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 ☐ Name of the company Director Promoter Name of the company Director Name of the company CIN CIN Promoter CIN * Number of shares subscribed Pre-fill all * Total amount of shares subscribed (in Rs.) * Particulars of authorised person a) Name of the authorised person b) o Father's Name o Mother's Name o Spouse's name Gender o Male o Female o Transge....

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....val granted by sectorial regulator if already taken Attach 10) NOC in case there is change in the promoters (first subscribers to Memorandum of Association) Attach 11) Proof of nationality (in case the subscriber is a foreign national) Attach 12) PAN card (in case of Indian national) Attach 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 Attach Attach Attach Declaration I *(Small description box), 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 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. Whate....

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.... the Act and matters precedent or incidental thereto have been complied with. Date: Place: Signature: Membership No.: 152 [भाग II–खण्ड 3 (i)] भारत का राजपत्र : असाधारण Form No. INC-9 Affidavit [Pursuant to section 7(1)(c) of the Companies Act, 2013 and rule 15 of the Companies (Incorporation) Rules, 2014] Name of the proposed company: I being the subscriber to the memorandum / named as first director in the articles, of the above named proposed company, hereby solemnly declare and affirm that: ㅁ 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 b....

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....quest Number (SRN) of Form INC.1) 4. (a) Name of the company (b) Company is (d) Category (c) Type of Company (e) Sub category *(f) Whether the company will Have share capital ☐ Not have share capital 5. I. Proposed authorized capital 6. II. Proposed maximum number of members Proposed maximum number of members excluding proposed employees *a. Main division of industrial activity of the proposed company Description of the main division Pre-Fill *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 7. *Enter the number of proposed promoters (first subscribers to MOA) Particulars of Promoters (first subscribers to the MOA) I [ भाग II–खण्ड 3(i)] भारत का राजपत्र : असाधारण (specify information of two promoters in case the proposed company is a private company or seven promoters in case the proposed company is a public company) Category * Director Identification number (DI....

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....mpany (b) Address of the company (c) email ID of the company 13. (a) Company is (b) Category (c) Sub category (d) Whether the company is having share capital ☐ Yes ☐ No 14. I. Authorized capital of the company II. Maximum number of members Pre-fill Pre fill [ भाग II – खण्ड 3 (i)] भारत का राजपत्र : असाधारण Maximum number of members excluding present and past employees 15. 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 16. *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 II *Designation *Director Identification Number (DIN) Name of the person Name of the company or institution whose nominee the appointee is ....

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.... Attach Attach Attach Attach Attach Attach I * ☐ ☐ A person named in the articles as a (Drop down: values- director/manager/ Company Secretary/CEO/CFO/promoter) of the company have been 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 am also authorized by other proposed promoters and first subscribers to the Memorandum of Association and Articles of Association to sign and submit this Form. ◎ ☐ *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 (Small description box), a (Drop down) {Values: Chartered Accountant/ Company Secretary/ Cost Accountant} having Membership number (Big text box) and certificate of practice number (Big text box) has been engaged to give declaration under section 8(1) or 8(5) and rule 19(3) (b) or rule ....

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....ns 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 [भाग II–खण्ड 3 (i)] भारत का राजपत्र : असाधारण 163 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 memora....

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....e 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. 2........ 3.......... 4...... 5...... 6.......... 7......... _ Of ..of..... ....of...... * * ..of...... * ...of..... * ..of.. * .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. [भाग II–खण्ड 3 (i)] भारत का राजपत्र : असाधारण 165 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 ....

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....e 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) (2) that the said company shall in all respects be subject to and governed by the conditions and provisions contained in its memorandum of association; 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 ....

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....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) (3) 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; that no remuneration or other benefi....

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.... (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 Application to Regional Director for conversion of section 8 company into company of any other kind Pre-fill 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 171 172 THE GAZETTE OF INDIA: EXTRAORDINARY [PART II-SEC. 3(i)] (ii) *Date of obtain....

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.... or any fact in any material particular is found to be omitted. Attachment(s) Attachment 1 2 3 4 1. * Memorandum of association; 2. * Articles of association; Attachment *Copy of board resolution(s); Attachment 4. *Copy of the special resolution passed and Notice convening the general meeting along with the relevant explanatory statement annexed thereto; Attachment भाग II - खण्ड 3 (i)] भारत का राजपत्र : असाधारण 5. *Certificate from CA/CS/CWA (in practise) certifying that the conditions laid down in the Act and rules, have been complied with; Attachment Attachment 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; Attachment 7. 8. *Copy of valuation report by a registered valuer about the market value of assets; *Audited financial statements, the Board's reports, annual returns and Attachment the audit reports for each of the two financial years immediately precedi....

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....THE GAZETTE OF INDIA: EXTRAORDINARY [PART II-SEC. 3(i)] 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.......

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....eto 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. *To be digitally signed by *Designation DSC BOX *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. Modify For office use only: Check Form eForm Service request number (SRN) This e-Form is hereby registered Digital signature of the authorising officer Date of signing Prescrutiny Submit Affix filing details eForm filing date Confirm submission (DD/MM/YYYY) (DD/MM/YYYY) [ भाग II - खण्ड 3 (i) ] भारत का राजपत्र : असाधारण FORM NO. INC.21 D ....

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....ve been complied with. I further declare that: 1. 2. 3. 4. 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. 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. 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 DSC BOX 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. Modify Check Form Prescrutiny Submit This eForm has been taken on file maintained by the registrar of companies through electroni....

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....DD/MM/YY) Attachments (1) *Proof of Registered Office address I * ☐ (Conveyance/ Lease deed/Rent Agreement along with the rent receipts) etc.; Attach Attach Attach (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); Attach (4) *Copy of order of competent authority; (5) List of all the companies (specifying their CIN) Attach having the same registered office address, if any; Attach (6) Optional attachment, if any. Declaration List of Attachments Remove attachment ㅁ A person named in the articles as a (Drop down: director / manager / Company Secretary) of the company have been authorized by the Board of Directors of the company vide resolution number to sign this form and declare that dated ☐ *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 co....

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....isions of Section 448 and 449 which provide for punishment for false statement / certificate and punishment for false evidence respectively. Modify For office use only: Check Form eForm Service request number (SRN) Digital signature of the authorising officer This e-Form is hereby registered Date of signing OR Prescrutiny Affix filing details eForm filing date Confirm submission (DD/MM/YYYY) Submit (DD/MM/YYYY) 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 filing company 182 THE GAZETTE OF INDIA: EXTRAORDINARY 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] (Incorporation) सत्यमेव जयते Application to the [PART II-SEC. 3(i)] 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 o English o H....

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.... of the state o Yes o 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 Attach 1. *Copy of Memorandum of Association and articles of association; 2. *Copy of notice of the general meeting along with relevant explanatory statement; Attach 3. *Copy of special resolution sanctioning alteration; Attach 4. *Copy of the minutes of the general meeting authorizing such alteration; Attach 5. *Power of attorney/vakalatnama/Board resolution; Attach 6. *List of creditors and debenture holders; Attach 7. *Affidavit from Directors in terms of Rules; 8. *Affidavit verifying the application; Attach 9. *Affidavit by the company secretary of the company and the directors in regards Attach 183 184 THE GAZETTE OF INDIA: EXTRAORDINARY to the correctness of list of creditors and affairs of the company; 10. *Affidavit by directors about no retrenchment of employees; Attach 11. *Details of prosecution/inspection....

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....°à¤¤ का राजपत्र : असाधारण [Pursuant to section 13(2) of The Companies Act, 2013 and Rule 29(2) of The Companies (Incorporation I) Rules 2014] Form language o English o Hindi Refer the instruction kit for filing the form. सत्यमेव जयते 1. (a) Corporate Identity Number (CIN) of the company (b) Global Location Number of the company 2. (a) Name of the Company (b) Address of the registered office of the company (c) email ID of the company 3. (a) *Service Request Number (SRN) of Form INC.1 (b) Proposed name of the company 4. *Reason(s) for change of name Application for approval of Central Government for change of name 5. *Particulars of filing Form MGT. 14 with Registrar of Companies (ROC) (a) SRN of Form MGT.14 (b) Date of passing the special resolution (c) Date of filing Form MGT.14 6. Name of the company at the time of incorporation (to be displayed in the certificate) Pre-fill Pre-fill 7. (a) Number of members present at the meeting where the special resolution wa....

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....ect 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 thousand SEAL: day of two Registrar of Companies (State) 187 188 THE GAZETTE OF INDIA: EXTRAORDINARY Form no INC-26 [PART II-SEC. 3(i)] [[Pursuant to rule 30 the Companies (Incorporation) Rules, 2014] Advertisement to be published in the newspaper for License for existing companies Before the Central Government _Region In the matter of the Companies Act, 2013, Section 8(1) of Companies Act, 2013 and Rule 20) 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 made application to the Central Government under section 8 of the Companies Act, 2013 which is desirous of being registered under section 8, without the addition to its name of the word "Limited" or the words "Private Limited", in terms of the special resolution passed at the Annual General Meeting/ Extra ordinary general m....

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....... Place........... Note: Strike off whichever is not applicable. 190 THE GAZETTE OF INDIA: EXTRAORDINARY FORM NO. INC.27 [Pursuant to section 14 of the Companies Act, 2013 and Rule 33 of the Companies (Incorporation) Rules, 2014] Form language o English o Hindi सत्यमेव जयते [PART II-SEC. 3(i)] Conversion of public company into private company or private company into public company Refer the instruction kit for filing the form. 1. *Application for o Conversion of private company into public company o Conversion of public company into private company 2. (a) Corporate identity number(CIN) of company (b) Global Location Number 3. (a) Name of the Company (b) Address of registered office (c) email Id of the company| 4. *Reason(s) for conversion Pre-fill 5. *Particulars of filing Form MGT.14 with Registrar of Companies (a) SRN 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....

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....or 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 [PART II-SEC. 3(i)] Notice of Order of the Court or any competent authority other (b) Address of the registered office or of the principal place of business in India of the company (c) e-mail 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 (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) 7. "Date of application to court or Tribunal or the competent authority for issue of certified copy of order 8. *Date of issue of....

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....9 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 (iii) If yes, provide details of the transferor company whose dissolution has been declared as void CIN or FCRN Yes No Pre-fill 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 (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 1. *Copy of court order or NCLT or CLB or order by any other competent authority Attach 2. Optional attachment(s) - if any Attach List of attachments (DD/MM/YYYY) Remove attachment भाग II - खण्ड 3 (i)] भारत का राजपतà....