TaxTMI 
TaxTMI 
Companies (Incorporation) fourth Amendment Rules, 2016 to prescribe (i) Simplified Proforma for Incorporating Company Electronically (SPICE) and (ii) Conversion of a company limited by guarantee into a company limited by shares
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....effecting the conversion of a public company into a private company, a copy of order of the Tribunal approving the alteration, shall be filed with the Registrar in Form No.INC-27 with fee together with the printed copy of altered articles within fifteen days from the date of receipt of the order from the Tribunal". 3. In the principal rules, after rule 37, the following rule shall be inserted, with effect from 2nd October 2016, namely :- "38. Simplified Proforma for Incorporating Company Electronically (SPICE) (1) The simplified integrated process for incorporation of a company in Form No. INC-32 alongwith e-Memorandum of Association in Form No. INC-33 and e-Articles of Association in Form No. INC-34. (2) The provisions of sub-rule (2) to sub-rule (13) of rule 36 shall apply mutatis mutandis for incorporation under this rule Provided that for the purposes of references to form numbers INC-29, INC-30 and INC-31 in rule 36 with Form No. INC-32, Form no. INC-33 and Form NO. INC-34 shall be substituted respectively. 4. In the principal rules, after rule 38 as so inserted these rules, the following rule shall be inserted with effect from 1st ....
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.... thousand................... SEAL: ........................ Registrar of Companies .......................... (State).". 6. In the principle rules for Form No. INC-27, the following form shall be substituted, namely:- [F. No. 1/13/2013 CL-V] AMARDEEP SINGH BHATIA, Jt. Secy. ============= Document 1 "FORM NO. INC-27 [Pursuant to sections 14 and 18 of the Companies Act, 2013 and Rule 33, Rule 37 and Rule 39 made there under of the Companies Rules, 2013] Conversion of public company into private company or private company into public company and Conversion of Unlimited Liability Comp....
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....plete list of creditors and debentures holders; Attach 10. Declaration of Solvency; Attach 11. Declaration regarding no complaints Attach As per Rule 37(4) 12. A copy of Statutory Auditors Certificate 13.Optional attachment(s) (if any) Attach Declaration To the best of my knowledge and belief, the information given in this application and its attachments are correct and complete. The company has obtained all the mandatory approvals wherever applicable from the concerned authorities, departments and substantial creditors. I have been authorized by the board of directors' resolution number (DD/MM/YYYY) to sign and submit this application. 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 Company secretary Note: Attention is drawn to provisions of Section 448 and 449 of the Companies Act, 2013 which provide for punishment for false statement/certificate and punishment for false evidence respectively. For office use only: Check Form eForm Service request number (SRN) Digital signature of the....
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.... Yes o No SRN of form INC-1 Pre-Fill (ii) Proposed or approved name Significance of abbreviated or coined word in the proposed name State the name of the vernacular language(s) if used in the proposed name and meaning thereof (b) (i) Whether the promoters are carrying on any Partnership firm, sole proprietary or unregistered entity in the name as applied for If yes, whether the business of such entity shall be acquired (ii) 'Whether the proposed name including the phrase "Electoral trust (iii) "Whether the proposed name(s) contain such word or expression for which the previous approval of Central Government is required (iv) "Whether approval from any sectoral regulator is required o Yes o No o Yes o No o Yes o No o Yes o No o Yes o No (v) Whether the name is similar to o Existing Indian Company o Foreign body corporate [Attach the copy of No Objection Certificate by way of Board resolution (duly attested by a director of that company)] Provide CIN Name of the Company Pre-fill (c) (i) "Whether the proposed name is based on a trademark registered or is subject matter of an application pending for r....
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....hers' selected, please specify "Educational Qualification PAN Passport number Aadhaar number "email ID Permanent Address "Line I Line II "City *State/ Union Territory ISO Country code Country Verify Pin code "Phone (with STD/ISD code) "Whether present residential address same as permanent residential address o Yes o No Present address *Line I Line II *City State/ Union Territory ISO Country code Country Pin code *Phone (with STD/ISD code "Duration of stay at present address Years Months If Duration of stay at present address is less than one year then address of previous residence *Proof of identity *Residential Proof Submit the proof of identity and proof of address under attachments. Kind subscribed of Equity shares Preference shares shares Number of subscribed shares (d) "Particulars of individual first subscriber(s) cum directors Director Identification number (DIN) "Name "Gender "Designation Date of Birth Amount of shares subscribed Pre- Nationality Category Whether Chairman Executive director Non-executive director Name of the c....
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....rector Whether Chairman Executive director "Name of the company or institution whose nominee the appointee is "email ID Number of entities in which director have interest (Need not to mention if such entity is having CIN/FCRN/LLPIN) Registration number *Name Address Nature of *Designation interest Percentage of Shareholding | Amount Others (specify) I *First Name Middle Name *Surname "Father's first name Father's middle name "Father's surname "Gender Place of Birth Date of Birth "Nationality "Whether citizen of India o Yes o No "Whether resident in India o Yes o No "Occupation type o Self Employed o Professional o Homemaker o Student o Serviceman "Area of Occupation If Others selected, please specify Educational Qualification PAN Passport number "Designation Verify Category Whether Chairman Executive director Non-executive director "Name of the company or institution whose nominee the appointee is *email ID Permanent Address *Line I Line II *City State/ Union Territory "ISO Country code Country Pin code *Phone (with STD ISD code) Whether pr....
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....f stamp duty to be pad in Rs.) Provide details of stamp duty already paid Form Type of document Particulars Teta: amount of stamp duty paid in Rs.: Mode of payment of stamp outy Name of vendor cr Treasury or Authority crany other competent agency authorised to corect stamp duty or to sel stamp capers or to errboss the documents or to dispense stamp vouchers on behalf of the Government Serial number of embossing or stamps of 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 cayment of stamp duty Form Pre-Fill No Not applicable Memorandum of association Articles of association Memorandum of association Articles of association Others 9. Additional Information for applying Permanent Account Number (PAN) and Tax Deduction Account Number (TAN)** Information specific to PAN Area code AO type Range code AO No. Information specific to TAN Area code AO type Range code AO No. Source of Income ....
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....for checking the resemblance of the proposed name with the companies and Limited Liability partnerships (LLPs) respectively already registered or the names already approved. I have also used the search facility for checking the resemblances of the proposed name with registered trademarks and trade mark subject of an application under the Trade Marks Act, 1999 and other relevant search for checking the resemblance of the proposed name to satisfy myself with the compliance of the provisions of the Act for resemblance of name and Rules thereof. The proposed name is not in violation of the provisions of Emblems and Names (Prevention of Improper Use) Act, 1950 as amended from time to time. The proposed name is not offensive to any section of people, c.g. proposed name does not contain profanity or words or phrases that are generally considered a slur against an ethnic group, religion, gender or heredity. The proposed name is not such that its use by the company will constitute an offence under any law for the time being in force. I undertake to be fully responsible for the consequences in case the name is subsequently found to be in contravention of ....
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.... are not restrained, disqualified, removed for being appointed as Director of a company under the provisions of the Companies Act, 2013 including sections 164 and 169, and have not been declared as proclaimed offender by any Economic Offence Court or Judicial Magistrate Court or High Court or any other Court, and not been already allotted a Director Identification Number (DIN) under section 154 of the Companies Act, 2013, and I further declare that I have read and understood the provisions of Sections 154, 155, 447 and 448 read with Sections 449, 450 and 451 of the Companies Act, 2013. • having Membership number and/or certificate of practice number has been engaged to give declaration under section 7(1)(b) and such declaration is attached. Note: Attention is drawn to the provisions of sections 7(5) and 7(6) which, inter-alia, provides that furnishing of any false or incorrect particulars of any information or suppression of any material information shall attract punishment for fraud under section 447. Attention is also drawn to provisions of section 448 and 449 which provide for punishment for false statement and punishment for false ev....
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....vice request number (SRN) eForm filing date (DD/MM/YYYY! This e-Form is hereby registered Digital signature of the authorising officer Date of signing (DD/MM/YYYY) [Pursuant to Schedule I (see sections 4 and 5) to the Companies Act, 2013] FORM NO. INC-33 MOA language O English O Hindi SRN of form INC-1 Pre-Fill SPICE MOA (e-Memorandum of Association) *Table applicable to company as notified under schedule I of the Companies Act, 2013 Table A- MEMORANDUM OF ASSOCIATION OF A COMPANY LIMITED BY SHARES 1st The name of the company is 2nd The registered office of the company will be situated in the State of 3rd (a) The objects to be pursued by the company on its incorporation are: (b) Matters which are necessary for furtherance of the objects specified in clause 3(a) are: 4th The liability of the member(s) is limited and this liability is limited to the amount unpaid, if any, on the shares held by them. 5th The share capital of the company is shares of Trupees, divided into rupees each 6th S. We, the several persons, whose names and addresses are subscribed, are desirous of being formed into a company ....
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....t of resident of aged years shall be the nominee in the event of death of the sole member. Table C- MEMORANDUM OF ASSOCIATION OF A COMPANY LIMITED BY GUARANTEE AND HAVING A SHARE CAPITAL 1st The name of the company is 2nd The registered office of the company will be situated in the State of [ 3rd (a) The objects to be pursued by the company on its incorporation are: (b) Matters which are necessary for furtherance of the objects specified in clause 3(a) are: 4th The liability of the member(s) is limited. 5th Every member of the company undertakes to contribute: (i) to the assets of the company in the event of its being wound up while he is a member, or within one year after he ceases to be a member, for payment of the debts and liabilities of the company or of such debts and liabilities as may have been contracted before he ceases to be a member; and (ii) to the costs, charges and expenses of winding up (and for the adjustment of the rights of the contributories among themselves), such amount as may be required, not exceeding rupees. 6th The share capital of the company is Trupees, divided into 7th shares of ....
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....bjects specified in clause 3(a) are: 4th The liability of the member(s) is unlimited. 5th The share capital of the company is 6th rupees, divided into ▬▬▬â˜shares of rupees each We, the several persons, whose names, and addresses are subscribed, are desirous of being formed into a company in pursuance of this memorandum of association and we respectively agree to take the number of shares in the capital of the company set against our respective names: I, whose name and address is given below, am desirous of forming a company in pursuance of this memorandum of association and agree to take all the shares in the capital of the company: Subscriber Details No. Name, Address, Description and Occupation DIN/ PAN/ Passport number No. of Shares taken Dated DSC I 2 Total Shares Taken Name 7th Shri/Smt of resident of aged Signed before me Address, Description and Occupation DIN/ PAN/ Passport number/ Membership number Dated DSC years shall be the nominee in the event of death of the sole member. Madify Check form [Pursuant to Schedule 1 (see Sect....
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.... worn out, defaced, mutilated or torn or if there be no further space on the back for endorsement of transfer, then upon production and surrender thereof to the company, a new certificate may be issued in lieu thereof, and if any certificate is lost or destroyed then upon proof thereof to the satisfaction of the company and on execution of such indemnity as the company deem adequate, a new certificate in lieu thereof shall be given. Every certificate under this Article shall be issued on payment of twenty rupees for each certificate. (ii) The provisions of Articles (2) and (3) shall mutatis mutandis apply to debentures of the company Except as required by law, no person shall be recognised by the company as holding any share upon any trust, and the company shall not be bound by, or be compelled in any way to recognise (even when having notice thereof) any equitable, contingent, future or partial interest in any share, or any interest in any fractional part of a share, or (except only as by these regulations or by law otherwise provided) any other rights in respect of any share except an absolute right to the entirety thereof in the register....
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....tered in the name of a single person, for all monies presently payable by him or his estate to the company. Provided that the Board of directors may at any time declare any share to be wholly or in part exempt from the provisions of this clause (ii) The company's lien, if any, on a share shall extend to all dividends payable and bonuses declared from time to time in respect of such shares. The company may sell, in such manner as the Board thinks fit, any shares on which the company has a lien: Provided that no sale shall be made- (a) unless a sum in respect of which the lien exists is presently payable; or (b) until the expiration of fourteen days after a notice in writing stating and demanding payment of such part of the amount in respect of which the lien exists as is presently payable, has been given to the registered holder for the time being of the share or the person entitled thereto by reason of his death or insolvency. D (i) To give effect to any such sale, the Board may authorise some person to transfer the shares sold to the purchaser thereof. (ii) The purchaser shall be registered as the holder of the shares comprised in....
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....regulations, be deemed to be a call duly made and payable on the date on which by the terms of issue such sum becomes payable (ii) In case of non-payment of such sum, all the relevant provisions of these regulations as to payment of interest and expenses, forfeiture or otherwise shall apply as if such sum had become payable by virtue of a call duly made and notified. Î D D The Board- (a) may, if it thinks fit, receive from any member willing to advance the same, all or any part of the monies uncalled and unpaid upon any shares held by him; and (b) upon all or any of the monies so advanced, may (until the same would, but for such advance, become presently payable) pay interest at such rate not exceeding, unless the company in general meeting shall otherwise direct, twelve per cent per annum, as may be agreed upon between the Board and the member paying the sum in advance. Transfer of shares (i) The instrument of transfer of any share in the company shall be executed by or on behalf of both the transferor and transferee. (ii) The transferor shall be deemed to remain a holder of the share until the name of the transferee is e....
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....o becoming entitled shall elect to be registered as holder of the share himself, he shall deliver or send to the company a notice in writing signed by him stating that he so elects. (ii) If the person aforesaid shall elect to transfer the share, he shall testify his election by executing a transfer of the share. (iii) All the limitations, restrictions and provisions of these regulations relating to the right to transfer and the registration of transfers of shares shall be applicable to any such notice or transfer as aforesaid as if the death or insolvency of the member had not occurred and the notice or transfer were a transfer signed by that member. A person becoming entitled to a share by reason of the death or insolvency of the holder shall be entitled to the same dividends and other advantages to which he would be entitled if he were the registered holder of the share, except that he shall not, before being registered as a member in respect of the share, be entitled in respect of it to exercise any right conferred by membership in relation to meetings of the company Provided that the Board may, at any time, give notice requiring any suc....
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.... terms as it thinks fit D ☠(i) A person whose shares have been forfeited shall cease to be a member in respect of the forfeited shares, but shall, notwithstanding the forfeiture, remain liable to pay to the company all monies which, at the date of forfeiture, were presently payable by him to the company in respect of the shares. (ii) The liability of such person shall cease if and when the company shall have received payment in full of all such monies in respect of the shares. (i) A duly verified declaration in writing that the declarant is a director, the manager or the secretary, of the company, and that a share in the company has been duly forfeited on a date stated in the declaration, shall be conclusive evidence of the facts therein stated as against all persons claiming to be entitled to the share; (ii) The company may receive the consideration, if any, given for the share on any sale or disposal thereof and may execute a transfer of the share in favour of the person to whom the share is sold or disposed of (iii) The transferee shall thereupon be registered as the holder of the share; and (iv) The transferee shall not b....
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....ch would not, if existing in shares, have conferred that privilege or advantage. (c) such of the regulations of the company as are applicable to paid-up shares shall apply to stock and the words "share" and "shareholder" in those regulations shall include "stock" and "stock-holder" respectively. The company may, by special resolution, reduce in any manner and with, and subject to any incident authorised and consent required by law,- (a) its share capital; (b) any capital redemption reserve account; or (c) any share premium account Capitalisation of profits å£ (i) The company in general meeting may, upon the recommendation of the Board, resolve- (a) that it is desirable to capitalise any part of the amount for the time being standing to the credit of any of the company's reserve accounts, or to the credit of the, profit and loss account, or otherwise available for distribution; and (b) that such sum be accordingly set free for distribution in the manner specified in clause (ii) amongst the members who would have been entitled thereto, if distributed by way of dividend and in the same proportions. (ii) The sum aforesaid sha....
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....☠ΠAll general meetings other than annual general meeting shall be called extraordinary general meeting (i) The Board may, whenever it thinks fit, call an extraordinary general meeting. (ii) If at any time directors capable of acting who are sufficient in number to form a quorum are not within India, any director or any two members of the company may call an extraordinary general meeting in the same manner, as nearly as possible, as that in which such a meeting may be called by the Board. D Proceedings at general meetings (i) No business shall be transacted at any general meeting unless a quorum of members is present at the time when the meeting proceeds to business. (ii) Save as otherwise provided herein, the quorum for the general meetings shall be as provided in section 103. The chairperson, if any, of the Board shall preside as Chairperson at every general meeting of the company. D If there is no such Chairperson, or if he is not present within fifteen minutes after the time appointed for holding the meeting, or is unwilling to act as chairperson of the meeting, the directors present shall elect one of their m....
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....r has been made by any court having jurisdiction in lunacy, may vote, whether on a show of hands or on a poll, by his committee or other legal guardian, and any such committee or guardian may, on a poll, vote by proxy. ☠☠☠0 Any business other than that upon which a poll has been demanded may be proceeded with. pending the taking of the poll. No member shall be entitled to vote at any general meeting unless all calls or other sums presently payable by him in respect of shares in the company have been paid (i) No objection shall be raised to the qualification of any voter except at the meeting or adjourned meeting at which the vote objected to is given or tendered, and every vote not disallowed at such meeting shall be valid for all purposes. (ii) Any such objection made in due time shall be referred to the Chairperson of the meeting. whose decision shall be final and conclusive. Proxy ☠The instrument appointing a proxy and the power-of-attorney or other authority, if any, under which it is signed or a notarised copy of that power or authority, shall be deposited at the registered office of the com....
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....d, as the case may be, by such person and in such manner as the Board shall from time to time by resolution determine. Every director present at any meeting of the Board or of a committee thereof shall sign his name in a book to be kept for that purpose (i) Subject to the provisions of section 149, the Board shall have power at any time, and from time to time, to appoint a person as an additional director, provided the number of the directors and additional directors together shall not at any time exceed the maximum strength fixed for the Board by the articles. (ii) Such person shall hold office only up to the date of the next annual general meeting of the company but shall be eligible for appointment by the company as a director at that meeting subject to the provisions of the Act. Proceedings of the Board (i) The Board of Directors may meet for the conduct of business, adjourn and otherwise regulate its it thinks fit. meetings, as (ii) A director may, and the manager or secretary on the requisition of a director shall, at any time, summon a meeting of the Board. (i) Save as otherwise expressly provided ....
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....ied to be a director. Save as otherwise expressly provided in the Act, a resolution in writing, signed by all the members of the Board or of a committee thereof, for the time being entitled to receive notice of a meeting of the Board or committee, shall be valid and effective as if it had been passed at a meeting of the Board or committee, duly convened and held. D Î å£ D In case of a One Person Company- (i) where the company is having only one director, all the businesses to be transacted at the meeting of the Board shall be entered into minutes book maintained under section 118; (ii) such minutes book shall be signed and dated by the director, (iii) the resolution shall become effective from the date of signing such minutes by the director. Chief Executive Officer, Manager, Company Secretary or Chief Financial Officer Subject to the provisions of the Act- (i) A chief executive officer, manager, company secretary or chief financial officer may be appointed by the Board for such term, at such remuneration and upon such conditions as it may thinks fit, and any chief executive officer, manager, company secretary or chief....
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.... any, entitled to shares with special rights as to dividends, all dividends shall be declared and paid according to the amounts paid or credited as paid on the shares in respect whereof the dividend is paid, but if and so long as nothing is paid upon any of the shares in the company, dividends may be declared and paid according to the amounts of the shares. (ii) No amount paid or credited as paid on a share in advance of calls shall be treated for the purposes of this regulation as paid on the share. (iii) All dividends shall be apportioned and paid proportionately to the amounts paid or credited as paid on the shares during any portion or portions of the period in respect of which the dividend is paid; but if any share is issued on terms providing that it shall rank for dividend as from a particular date such share shall rank for dividend accordingly. The Board may deduct from any dividend payable to any member all sums of money, if any. presently payable by him to the company on account of calls or otherwise in relation to the shares of the company. (i) Any dividend, interest or other monies payable in cash in respect of shares may be pai....
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....shall be indemnified out of the assets of the company against any liability incurred by him in defending any proceedings, whether civil or criminal, in which judgment is given in his favour or in which he is acquitted or in which relief is granted to him by the court or the Tribunal. Table G-ARTICLES OF ASSOCIATION OF A COMPANY LIMITED BY GUARANTEE AND HAVING A SHARE CAPITAL All the articles of Table F in Schedule I annexed to the Companies Act, 2013 shall be deemed to be incorporated with these articles and to apply to the company. Number of members The number of members with which the company proposes to be registered is hundred, but the Board of Directors may, from time to time, register an increase of members TABLE I- ARTICLES OF ASSOCIATION OF AN UNLIMITED COMPANY AND HAVING A SHARE CAPITAL å£ All the articles of Table F in Schedule I annexed to the Companies Act, 2013 shall be deemed to be incorporated with these articles and to apply to the company. Number of members The number of members with which the company proposes to be registered is hundred, but the Board of Directors may, from time to time, register an increas....
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....t within fifteen minutes after the time appointed for holding the meeting, or is unwilling to act as Chairperson of the meeting, the directors present shall elect one of their members to be Chairperson of the meeting. If at any meeting no director is willing to act as Chairperson or if no director is present within fifteen minutes after the time appointed for holding the meeting, the members present shall choose one of their members to be Chairperson of the meeting, ☠Adjournment of meeting (i) The Chairperson may, with the consent of any meeting at which a quorum is present. and shall, if so directed by the meeting, adjourn the meeting from time to time and from place to place. (ii) No business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. (iii) When a meeting is adjourned for thirty days or more, notice of the adjourned meeting shall be given as in the case of an original meeting (iv) Save as aforesaid, and as provided in section 103 of the Act. it shall not be necessary to give any notice of an adjournment or of the business to be tran....
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....al meetings of the company; or (b) in connection with the business of the company Proceedings of the Board (i) The Board of Directors may meet for the conduct of business, adjourn and otherwise regulate its meetings, as it thinks fit. (ii) A director may, and the manager or secretary on the requisition of a director shall, at any time, summon a meeting of the Board. (i) Save as otherwise expressly provided in the Act, questions arising at any meeting of the Board shall be decided by a majority of votes. (ii) In case of an equality of votes, the Chairperson of the Board, if any, shall have a second or casting vote. ☠☠П ☠L D D D ☠Q D The continuing directors may act notwithstanding any vacancy in the Board; but, if and so long as their number is reduced below the quorum fixed by the Act for a meeting of the Board, the continuing directors or director may act for the purpose of increasing the number of directors to that fixed for the quorum, or of summoning a general meeting of the company. but for no other purpose. (i) The Board may elect a Chairperson of its meetings and deter....