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Union of India - Section
Section 559 in The Companies (Incorporation) Rules, 2014
559. of the Companies Act, 1956
|| (ii) | Whether the order is in the respect of company dissolved undersection 394 of the Companies Act, 1956YesNo | ||
| (iii) | If yes, provide details of the transferor company whosedissolution has been declared as void | ||
| {| | |||
| CIN or FCRN | {| | ||
| (e) | Date with effect from which dissolution has been declared asvoid Under section 252 of the Companies Act, 2013 | {| | |
| 13. | (a) | SRN of relevant form | {| |
| (b) | Date of special resolution under section 66(1) of theCompanies Act, 2013 | {| | |
| (c) | SRN of relevant Form INC. 23 or CHG. 8, If applicable | {| | |
| 14. | * Whether penalty involved or notYesNo | |
| If yes, SRN of payment of penalty | {| | |
| Attachments | List of attachments | ||
| 1. | *Copy of court order or NCLT or CLB or order by any othercompetent authority | {| | |
| Declaration | |
| I am authorized by the Board of Directors of theCompany vide resolution no. *Dated *to sign this form anddeclare that all the requirements of Companies Act, 2013 and therules made thereunder in respect of the subject matter of thisform and matters incidental thereto have been complied with. Ifurther declare that: | |
| 1. | Whatever is stated in this form and in theattachments thereto is true, correct and complete and noinformation material to the subject matter of this form has beensuppressed or concealed and is as per the original recordsmaintained by the company. |
| 2. | All the required attachments have been completely and legiblyattached to this form |
| *To be digitally signed by | |
| Particulars of the person signing and submitting the form |
| *Name | {| |
| DIN or Income-tax PAN or Membership number | {| |
| Note. - Attention is also drawn to provisionsof Section 448 and 449 which provide for punishment for falsestatement and punishment for false evidence respectively. |
| For office use only: | |||
| eForm Service request no. (SRN) | eForm filing date | (DD/MM/YYYY) | |
| This e-Form is hereby registered | |||
| Digital signature of the authorizing officer | |||
| Date of signing | (DD/MM/YYYY) |
| {| | ||
| [FORM NO. INC-32] [Substituted by Notification No. G.S.R. 49(E), dated 20.1.2018 (w.e.f. 31.3.2014)][[pursuant to sections 4, 8(1), 7, 12, 152 and 153] [Substituted by Notification No. G.S.R. 411(E), dated 7.6.2019 (w.e.f. 31.3.2014).]of the Companies Act, 2013 read with rule made thereunder] | (Simplified Proforma for Incorporating Company Electronically) |
| Form languageEnglishHindi | |
| Refer the instruction kit for filing the form. |
| *Whether name is already approved by Registrar of CompaniesYesNo |
| SRN of RUN | {| | ||
| Entity Type | {| | ||
| 1. | (a) | *State the type of company | {| |
| 2. | (a) | *Main division of industrial activity of the company | {| |
| YesNo |
| Sr. No. | Articles Number | Short description on entrenchment of theclause |
| 3. | (i) *Capital structure of the company | {| |
| Total authorized share capital (in Rupees) | |||
| {| | |||
| Authorized share capital | Equity | Preference | Unclassified |
| Number of shares | |||
| Nominal amount per share (in Rupees) | |||
| Total amount (in Rupees) |
| Total subscribed share capital (in Rupees) | {| | |
| {| | |||
| Subscribed share capital | Equity | Preference | Unclassified |
| Number of shares | |||
| Nominal amount per share (in Rupees) | |||
| Total amount (in Rupees) |
| (ii) *Details of number of members |
| {| | |
| (a) Enter the maximum number of members | |
| (b) Maximum number of members excluding proposed employees | |
| (c) Number of members | |
| (d) number of members excluding proposed employee(s) |
| 4. | (a) *Correspondence address |
| {| | |
| {| | |
| *Line I | |
| Line II | |
| City |
| * State/ Union Territory | *Pin code | ||
| * District | |||
| * Phone (with STD code) | - | ||
| Fax | |||
| *email ID of the company |
| (b) *Whether the address for correspondence is the address of registered office of the companyYesNo | |
| (c) *Name of the office of the Registrar of Companies in which the proposed company is to be registered | |
| {| | |
| 5. | *Particulars of the proposed or approved name | |
| {| | ||
| 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 |
| (i) *Whether the proposed name includes the phrase 'Electoral trust' | YesNo |
| (ii) *Whether the proposed name(s) contain such word or expression for which the previous approval of Central Government is required | YesNo |
| (iii) *Whether approval from any sectoral regulator is required | YesNo |
| (iv) Whether the name is similarExisting Indian CompanyForeign body corporate[Attach the copy of No Objection Certification by way of Board resolution (duly attest by a director/KMP of that company) or in the case of foreign company, authority given through constitutional document]Provide CIN{| | |
| Name of the Company | |
| (c) | (i) *Whether the proposed name is based on a trademark registered or is subject matter of an application pending for registration under the Trade Marks ActYesNo |
| (ii) *Specify the class(s) of trade mark (refer the instruction kit for details) | |
| (iii) *Furnish the particulars of application and the approval of the applicant or owner of the trade mark | |
| 6. | (a) *Number of first subscriber(s) to MOA and directors of the company | |
| {| | ||
| Having valid DIN | Not having valid DIN | |
| Total number of first subscribes(non-individual+individual) | ||
| Number of non-individual first subscriber(s) | ||
| Number of individual first subscriber(s) cum director(s) | ||
| Total number of directors (director(s) who is/ are not subscriber(s)+ subscriber(s) cum director(s) as mentioned in above Row no. 3) |
| * Category* Corporate identity number (CIN) or foreign company{| | |
| *Name of the body corporate | |
| Registered office address or Principal place of business in India or Principal place of business outside India | |
| *Line I | |
| Line II | |
| City |
| * State/ Union Territory | *Pin code | ||
| * ISO Country code | |||
| Country | |||
| * Phone (with STD code) | - | ||
| Fax | |||
| *email id |
| Particular of the authorised person | ||
| *First name | {| | |
| Kind of shares subscribed | Number of subscribed shares | Amount of shares subscribed |
| Equity shares | ||
| Preferences shares |
| c | * Particulars of individual first subscribes(s) (other than subscriber cum director) |
| I | {| |
| * Director Identification number (DIN) Provide CIN{| | |
| Name |
| Kind of shares subscribed | Number of subscribed shares | Amount of shares subscribed |
| Equity shares | ||
| Preferences shares |
| I | {| |
| *First name | {| |
| If Duration of stay at present address is less than one year then address of previous residence |
| Kind of shares subscribed | Number of subscribed shares | Amount of share subscribed |
| Equity shares | ||
| Preference shares |
| d | *Particular of individual first subscriber(s) cum directors |
| I | {| |
| * Director Identification number (DIN){| | |
| {| | |
| * Name |
| * Designation | * Category |
| * Name of the company or institution whose nominee the appointee is | |
| {| | |
| * email ID |
| Kind of shares subscribed | Number of subscribed shares | Amount of share subscribed |
| Equity shares | ||
| Preference shares |
| Number of entities in which director have interest (Need not to mention if such entity is having CIN/FCRN/LLPIN) |
| {| | |
| * Registration Number |
| * Name |
| * Address |
| * Designation |
| Percentage of Shareholding | Amount |
| Other (specify) |
| I | {| |
| *First name | {| |
| * Name of the company or institution whose nominee the appointee is |
| If Duration of stay at present address is less than one year then address of previous residence |
| Kind of shares subscribed | Number of subscribed shares | Amount of share subscribed |
| Equity shares | ||
| Preference shares |
| Number of entities in which director have interest |
| {| | |
| * Registration Number |
| * Name |
| * Address |
| * Designation |
| Percentage of Shareholding | Amount |
| Other (specify) |
| e | *Particular of directors (other than first subscribers) |
| I | {| |
| * Director Identification number (DIN){| | |
| {| | |
| * Name |
| * Designation | * Category |
| * 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 |
| * Designation |
| Percentage of Shareholding | Amount |
| Other (specify) |
| I | {| |
| *First name | {| |
| * Name of the company or institution whose nominee the appointee is |
| If Duration of stay at present address is less than one year then address of previous residence |
| Number of entities in which director have interest |
| {| | |
| * Registration Number |
| * Name |
| * Address |
| * Designation |
| Percentage of Shareholding | Amount |
| Other (specify) |
| 7. | (a) | *Nomination |
| I ∗ | ||
| the subscriber to the memorandum of association of | ||
| do hereby nominate* | ||
| 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) Rules, 2014. | ||
| (b) | *Particular of the Nominee | |
| {| | ||
| * Director Identification number (DIN) | ||
| *First name | {| | |
| If Duration of stay at present address is less than one year then address of previous residence |
| 8. | Particular of payment of stamp duty | ||
| (a) State or Union territory in respect of which stamp duty is paid or to be paid | |||
| (b) *Whether stamp duty is to be paid electronically through MCA21 systemYesNoNot applicable | |||
| (i) Details of stamp duty to be paid | |||
| {| | |||
| Type of documents/Particulars | Form | Memorandum of association | Articles of association |
| Amount of stamp duty to be paid (in Rs.) | {| | ||
| Type of document/ Particulars | Form | Memorandum of association | Articles of association | {| |
| Other | ||||
| 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. | ||||||||
| Area code | AO type | Range code | AO No. | ||||||||
| {| | ||
| 10. | ^Additional Information for Employer registration under Employee State Insurance Corporation (ESIC) |
| Tye of UnitFactoryEstablishment | |
| {| | |
| Exact nature of Work/ Business carried on | Work Sub category |
| {| | |
| 11. | ^Does the Employees Provident Fund and Miscellaneous Provision Act 1952 apply to the establishmentEFP and MP ActVoluntary Coverage |
| 12. | ^Number of employees to be covered under Employees Provident Fund Act |
| 13. | ^Number of Employees earning wages less than Rupees fifteen thousand employed directly or through contractor to be covered under Employees State Insurance Act |
| {| | |
| 14. | ^Do you need Importer Exporter codeYes;No |
| 15. | ^Particulars of Investment |
| {| | |
| Investment | Proposed amount in (Rupees) |
| (A) land (for rented premises, capitalised value of the same to be indicated) | |
| (B) building | |
| (C) plant and machinery | |
| (I) indigenous | |
| (II) import | |
| (A) cif value | |
| (B) landed cost | |
| (III) Total [(I) + (II)(B)] |
| ^The information in serial number 10-15 are mandatorily required for Employees State Insurance Corporation registration, Employees Provident Fund, Employees State Insurance registration, Importer Exporter Code Registration in case of applicant desirous of applying for these service at the time of incorporation of a company and this facility is available at e-Biz Portal only as per separate procedure prescribed by e-Biz Portal. These services (Serial number 10-15) will not be available form forms filed on MCA21 Portal and no cognizance will be taken of entries in those fields if the form is filed on MCA21 Portal | |
| Attachments | List of attachments |
| 1. | * Memorandum of association; | |||
| 2. | * Articles of Association; | |||
| 3. | *[Declaration by first subscriber(s) and director(s)] [Substituted 'Affidavit and declaration by first subscriber(s) and director(s)' by Notification No. G.S.R. 708(E), dated 27.7.2018 (w.e.f. 31.3.2014).] | |||
| 4. | Proof of Office address (Conveyance/ Lease deed/ Rent Agreement etc. along with rent receipts); | |||
| 5. | Copy of the utility bills (not older than two months); | |||
| 6. | Copy of approval in case the proposed name contains any word(s) or expression(s) which requires approval from central government | |||
| 7. | Approval of the owner of the trademark or the applicant of such application for registration of Trademark | |||
| 8. | In principle approval from the concerned regulator; | |||
| 9. | Copy of certificate of incorporation of the foreign body corporate and resolution passed by foreign company or authority given through constitutional document; | |||
| 10. | Resolution passed by promoter company; | |||
| 11. | NOC from existing Indian company or foreign company; | |||
| 12. | Interest of first director(s) in other entitles; | |||
| 13. | Consent of Nominee (INC-3); | |||
| 14. | Proof of identity and residential address of subscribers; | |||
| 15. | Proof of identity and residential address of nominee; | |||
| 16. | Proof of identity and address of Applicant I; | |||
| 17. | Proof of identity and address of Applicant II; | |||
| 18. | Proof of identity and address of Applicant III; | |||
| 19. | Resolution of unregistered companies in case of Chapter XXI (Part I) companies | |||
| 20. [ [Inserted by Notification No. G.S.R. 411(E), dated 7.6.2019 (w.e.f. 31.3.2014).] | Declaration in Form No. INC-14; | |||
| 21. | Declaration in Form No.INC-15; | |||
| 22. | Optional attachment(s), (if any).] |
| Declaration | |
| I have gone through the provision of the Companies Act, 2013, the rules thereunder and prescribed guidelines frame thereunder in respect of reservation of name understood the meaning thereof and the proposed name is in conformity thereof. | |
| I have used the search facilities available on the portal of the Ministry of Corporate Affairs (MCA) for checking the resemblance of the proposed name with the companies and Limited Liability partnership (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 provision of the Act for resemblance of name and Rules thereof. | |
| The proposed name is not in violation of the provision 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, e.g. proposed names 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 the provision of section 4 (2) and section 4(4) of the companies Act, 2013 and rules thereto and I have also gone through and understood the provision of section 4(5)(ii)(a) and (b) of the Companies Act, 2013 and rules thereunder and fully declare myself responsible for the consequences thereof. | |
| {| | |
| I |
| Note : Attention is drawn to the provision of section 7(5) and 7(6) which,iner-alia, provides that furnishing of any false or incorrect particular 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 evidence respectively |
| {| |
| *To be digitally signed by director |
| * DIN / PAN |
| Declaration and Certification by Professional | |
| I | |
| {| | |
| ,member of |
| For office use only: | |||
| eForm Service request number (SRN) | eForm filing date | (DD/MM/YYYY) | |
| Digital signature of the authorising officer | |||
| This e-Form is hereby approved | |||
| This e-Form is hereby rejected | |||
| Date of signing | (DD/MM/YYYY) |
| [Pursuant to Schedule I (see sections 4 and 5) the Companies Act, 2013][Form No. INC-33] [Inserted by Notification No. G.S.R. 936(E), dated 1.10.2016.] | SPICE MOA(e-Memorandum of Association) | |
| {| | ||
| MOA languageEnglishHindi | ||
| SRN of form INC - 1 |
| *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 | |
| 1stThe name of the company is | |
| {| | |
| Share of | Rupees each |
| 6thWe, 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: |
| S. No. | Subscriber Details | |||||
| Name, Address, Description and Occupation | DIN/PAN/Passport number | No. of Shares taken | DSC | Dated | ||
| 1 | ||||||
| Total Shares Taken | |- |
| Signed before me | |||||
| Name | Address, Description and Occupation | DIN/PAN/Passport number/Membership number | DSC | Dated | |
| 7thShri/Smt.,resident ofagedybe the nominee in the event of death of the sole member. |
| Table B- Memorandum of Association of A Company Limited by Guarantee andNot Having A Share Capital |
| 1stThe name of the company is |
| 2ndThe registered office of the company will be situated in the State of |
| 3nd(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: |
| 4thThe liability of the member(s) is limited.5thEvery 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 thecontributories among themselves), such amount as may be required, not exceedingrupees. |
| 6thWe, the several persons, whose names and addresses are subscribed, are desirous of being formed into a company in pursuance of this memorandum of association:I, whose name and address is given below, am desirous of forming a company in pursuance of this memorandum of association: |
| S. No | Subscriber Details | |||
| Name, Address, Description and Occupation | DIN/PAN/Passport Number | DSC | Dated | |
| 1 | ||||
| 2 |
| Signed before me | |||||
| Name | Address, Description and Occupation | DIN/PAN/Passport number/Membership number | DSC | Dated | |
| 7thShri/Smt.,resident ofagedbe 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 | |
| 1stThe name of the company is | |
| {| | |
| Share of | Rupees each |
| 7thWe, the several persons, whose names, 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: |
| S. No. | Subscriber Details | |||||
| Name, Address, Description and Occupation | DIN/PAN/Passport number | No. of Shares taken | DSC | Dated | ||
| 1 | ||||||
| 2 | ||||||
| Total Shares Taken | |- |
| Signed before me | |||||
| Name | Address, Description and Occupation | DIN/PAN/Passport number/Membership number | DSC | Dated | |
| 8thShri/Smt.,resident ofagedybe the nominee in the event of death of the sole member. |
| Table D- Memorandum of Association of Unlimited Company and Not Having Share Capital |
| 1stThe name of the company is |
| 2ndThe 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: |
| 4thThe liability of the member(s) is unlimited.5thWe, the several persons, whose names and address are subscribed are desirous of being formed into a company in pursuance of this memorandum of association:I, whose name and address is given below, am desirous of forming a company in pursuance of this memorandum of association: |
| S. No | Subscriber Details | |||
| Name, Address, Description and Occupation | DIN/PAN/Passport Number | DSC | Dated | |
| 1 | ||||
| 2 |
| Signed before me | |||||
| Name | Address, Description and Occupation | DIN/PAN/Passport number/Membership number | DSC | Dated | |
| 6thShri/Smt.resident ofagedyears shall be the nominee in the event of death of the sole member. |
| Table E- Memorandum of Association of an unlimited company and having share capital | |
| 1stThe name of the company is | |
| {| | |
| Share of | Rupees each |
| 6thWe, the several persons, whose names, 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: |
| S. No. | Subscriber Details | |||||
| Name, Address, Description and Occupation | DIN/PAN/Passport number | No. of Shares taken | DSC | Dated | ||
| 1 | ||||||
| 2 | ||||||
| Total Shares Taken | |- |
| Signed before me | |||||
| Name | Address, Description and Occupation | DIN/PAN/Passport number/Membership number | DSC | Dated | |
| 7thShri/Smt.resident ofagedybe the nominee in the event of death of the sole member. | |||
| [Pursuant to Schedule I (see sections 4 and 5) the Companies Act, 2013][Form No. INC-34] [Inserted by Notification No. G.S.R. 936(E), dated 1.10.2016.] | SPICE AOA(e - Articles of Association) | |
| {| | ||
| AOA languageEnglishHindi | ||
| SRN of form INC - 1 |
| *Tablenotified under schedule I of the Companies Act, 2013 is applicable to the company |
| Enter name of the company here |
| Table F- Articles of Association of a company limited by shares |
| Check if not applicable | Check if altered | Article No. | Description |
| Interpretation | |||
| (1) In theseregulations -(a) "the Act"means the Companies Act, 2013,(b) "the seal"means the common seal of the company.(2) Unless the context otherwise requires, wordsor expressions contained in these regulations shall bear the samemeaning as in the Act or any statutory modification thereof inforce at the date at which these regulations become binding onthe company. | |||
| Share capital and variation of rights | |||
| Subject to the provisions of the Act and theseArticles, the shares in the capital of the company shall be underthe control of the Directors who may issue, allot or otherwisedispose of the same or any of them to such persons, in suchproportion and on such terms and conditions and either at apremium or at par and at such time as they may from time to timethink fit. | |||
| (i) Every personwhose name is entered as a member in the register of membersshall be entitled to receive within two months afterincorporation, in case of subscribers to the memorandum or afterallotment or within one month after the application for theregistration of transfer or transmission or within such otherperiod as the conditions of issue shall be provided, -(a) one certificatefor all his shares without payment of any charges; or(b) severalcertificates, each for one or more of his shares, upon payment oftwenty rupees for each certificate after the first.(ii) Everycertificate shall be under the seal and shall specify the sharesto which it relates and the amount paid-up thereon.(iii) In respect of any share or shares heldjointly by several persons, the company shall not be bound toissue more than one certificate, and delivery of a certificatefor a share to one of several joint holders shall be sufficientdelivery to all such holders | |||
| (i) If any sharecertificate be worn out, defaced, mutilated or torn or if therebe no further space on the back for endorsement of transfer, thenupon production and surrender thereof to the company, a newcertificate may be issued in lieu thereof, and if any certificateis lost or destroyed then upon proof thereof to the satisfactionof the company and on execution of such indemnity as the companydeem adequate, a new certificate in lieu thereof shall be given.Every certificate under this Article shall be issued on paymentof 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 berecognised by the company as holding any share upon any trust,and the company shall not be bound by, or be compelled in any wayto recognise (even when having notice thereof) any equitable,contingent, future or partial interest in any share, or anyinterest in any fractional part of a share, or (except only as bythese regulations or by law otherwise provided) any other rightsin respect of any share except an absolute right to the entiretythereof in the registered holder. | |||
| (i) The company mayexercise the powers of paying commissions conferred bysub-section (6) of section 40, provided that the rate per cent orthe amount of the commission paid or agreed to be paid shall bedisclosed in the manner required by that section and rules madethereunder.(ii) The rate oramount of the commission shall not exceed the rate or amountprescribed in rules made under sub-section (6) of section 40.(iii) The commission may be satisfied by thepayment of cash or the allotment of fully or partly paid sharesor partly in the one way and partly in the other. | |||
| (i) If at any timethe share capital is divided into different classes of shares,the rights attached to any class (unless otherwise provided bythe terms of issue of the shares of that class) may, subject tothe provisions of section 48, and whether or not the company isbeing wound up, be varied with the consent in writing of theholders of three-fourths of the issued shares of that class, orwith the sanction of a special resolution passed at a separatemeeting of the holders of the shares of that class.(ii) To every such separate meeting, theprovisions of these regulations relating to general meetingsshallmutatis mutandisapply, but so that the necessaryquorum shall be at least two persons holding at least one-thirdof the issued shares of the class in question. | |||
| The rights conferred upon the holders of theshares of any class issued with preferred or other rights shallnot, unless otherwise expressly provided by the terms of issue ofthe shares of that class, be deemed to be varied by the creationor issue of further shares rankingparipassutherewith. | |||
| Subject to the provisions of section 55, anypreference shares may, with the sanction of an ordinaryresolution, be issued on the terms that they are to be redeemedon such terms and in such manner as the company before the issueof the shares may, by special resolution, determine. | |||
| Lien | |||
| (i) The company shallhave a first and paramount lien -(a) on every share(not being a fully paid share), for all monies (whether presentlypayable or not) called, or payable at a fixed time, in respect ofthat share; and(b) on all shares(not being fully paid shares) standing registered in the name ofa single person, for all monies presently payable by him or hisestate to the company:Provided that theBoard of directors may at any time declare any share to be whollyor in part exempt from the provisions of this clause.(ii) The company's lien, if any, on a shareshall extend to all dividends payable and bonuses declared fromtime to time in respect of such shares. | |||
| The company may sell,in such manner as the Board thinks fit, any shares on which thecompany has a lien:Provided that no saleshall be made -(a) unless a sum inrespect of which the lien exists is presently payable; or(b) until the expiration of fourteen days aftera notice in writing stating and demanding payment of such part ofthe amount in respect of which the lien exists as is presentlypayable, has been given to the registered holder for the timebeing of the share or the person entitled thereto by reason ofhis death or insolvency. | |||
| (i) To give effect toany such sale, the Board may authorise some person to transferthe shares sold to the purchaser thereof.(ii) The purchasershall be registered as the holder of the shares comprised in anysuch transfer.(iii) The purchaser shall not be bound to see tothe application of the purchase money, nor shall his title to theshares be affected by any irregularity or invalidity in theproceedings in reference to the sale. | |||
| (i) The proceeds ofthe sale shall be received by the company and applied in paymentof such part of the amount in respect of which the lien exists asis presently payable.(ii) The residue, if any, shall, subject to alike lien for sums not presently payable as existed upon theshares before the sale, be paid to the person entitled to theshares at the date of the sale. | |||
| Calls on shares | |||
| (i) The Board may,from time to time, make calls upon the members in respect of anymonies unpaid on their shares (whether on account of the nominalvalue of the shares or by way of premium) and not by theconditions of allotment thereof made payable at fixed times:Provided that no callshall exceed one-fourth of the nominal value of the share or bepayable at less than one month from the date fixed for thepayment of the last preceding call.(ii) Each membershall, subject to receiving at least fourteen days’ noticespecifying the time or times and place of payment, pay to thecompany, at the time or times and place so specified, the amountcalled on his shares.(iii) A call may be revoked or postponed at thediscretion of the Board. | |||
| A call shall be deemed to have been made at thetime when the resolution of the Board authorizing the call waspassed and may be required to be paid by instalments. | |||
| The joint holders of a share shall be jointlyand severally liable to pay all calls in respect thereof. | |||
| (i) If a sum calledin respect of a share is not paid before or on the day appointedfor payment thereof, the person from whom the sum is due shallpay interest thereon from the day appointed for payment thereofto the time of actual payment at ten per cent per annum or atsuch lower rate, if any, as the Board may determine.(ii) The Board shall be at liberty to waivepayment of any such interest wholly or in part. | |||
| (i) Any sum which bythe terms of issue of a share becomes payable on allotment or atany fixed date, whether on account of the nominal value of theshare or by way of premium, shall, for the purposes of theseregulations, be deemed to be a call duly made and payable on thedate on which by the terms of issue such sum becomes payable.(ii) In case of non-payment of such sum, all therelevant provisions of these regulations as to payment ofinterest and expenses, forfeiture or otherwise shall apply as ifsuch sum had become payable by virtue of a call duly made andnotified. | |||
| The Board -(a) may, if it thinksfit, receive from any member willing to advance the same, all orany part of the monies uncalled and unpaid upon any shares heldby him; and(b) upon all or any of the monies so advanced,may (until the same would, but for such advance, become presentlypayable) pay interest at such rate not exceeding, unless thecompany in general meeting shall otherwise direct, twelve percent per annum, as may be agreed upon between the Board and themember paying the sum in advance. | |||
| Transfer of shares | |||
| (i) The instrument oftransfer of any share in the company shall be executed by or onbehalf of both the transferor and transferee.(ii) The transferor shall be deemed to remain aholder of the share until the name of the transferee is enteredin the register of members in respect thereof. | |||
| The Board may,subject to the right of appeal conferred by section 58 decline toregister -(a) the transfer of ashare, not being a fully paid share, to a person of whom they donot approve; or(b) any transfer of shares on which the companyhas a lien. | |||
| The Board may declineto recognise any instrument of transfer unless -(a) the instrument oftransfer is in the form as prescribed in rules made undersub-section (1) of section 56;(b) the instrument oftransfer is accompanied by the certificate of the shares to whichit relates, and such other evidence as the Board may reasonablyrequire to show the right of the transferor to make the transfer;and(c) the instrument of transfer is in respect ofonly one class of shares. | |||
| On giving not lessthan seven days’ previous notice in accordance with section91 and rules made thereunder, the registration of transfers maybe suspended at such times and for such periods as the Board mayfrom time to time determine:Provided that such registration shall not besuspended for more than thirty days at any one time or for morethan forty-five days in the aggregate in any year. | |||
| Transmission of shares | |||
| (i) On the death of amember, the survivor or survivors where the member was a jointholder, and his nominee or nominees or legal representativeswhere he was a sole holder, shall be the only persons recognisedby the company as having any title to his interest in the shares(ii) Nothing in clause (i) shall release theestate of a deceased joint holder from any liability in respectof any share which had been jointly held by him with otherpersons. | |||
| (i) Any personbecoming entitled to a share in consequence of the death orinsolvency of a member may, upon such evidence being produced asmay from time to time properly be required by the Board andsubject as hereinafter provided, elect, either -(a) to be registeredhimself as holder of the share; or(b) to make suchtransfer of the share as the deceased or insolvent member couldhave made.(ii) The Board shall, in either case, have thesame right to decline or suspend registration as it would havehad, if the deceased or insolvent member had transferred theshare before his death or insolvency. | |||
| (i) If the person sobecoming entitled shall elect to be registered as holder of theshare himself, he shall deliver or send to the company a noticein writing signed by him stating that he so elects.(ii) If the personaforesaid shall elect to transfer the share, he shall testify hiselection by executing a transfer of the share.(iii) All the limitations, restrictions andprovisions of these regulations relating to the right to transferand the registration of transfers of shares shall be applicableto any such notice or transfer as aforesaid as if the death orinsolvency of the member had not occurred and the notice ortransfer were a transfer signed by that member. | |||
| A person becomingentitled to a share by reason of the death or insolvency of theholder shall be entitled to the same dividends and otheradvantages to which he would be entitled if he were theregistered holder of the share, except that he shall not, beforebeing registered as a member in respect of the share, be entitledin respect of it to exercise any right conferred by membership inrelation to meetings of the company:Provided that the Board may, at any time, givenotice requiring any such person to elect either to be registeredhimself or to transfer the share, and if the notice is notcomplied with within ninety days, the Board may thereafterwithhold payment of all dividends, bonuses or other moniespayable in respect of the share, until the requirements of thenotice have been complied with. | |||
| In case of a OnePerson Company -(i) on the death ofthe sole member, the person nominated by such member shall be theperson recognised by the company as having title to all theshares of the member;(ii) the nominee onbecoming entitled to such shares in case of the member’sdeath shall be informed of such event by the Board of thecompany;(iii) such nomineeshall be entitled to the same dividends and other rights andliabilities to which such sole member of the company was entitledor liable;(iv) on becoming member, such nominee shallnominate any other person with the prior written consent of suchperson who, shall in the event of the death of the member, becomethe member of the company. | |||
| Forfeiture of shares | |||
| If a member fails to pay any call, or instalmentof a call, on the day appointed for payment thereof, the Boardmay, at any time thereafter during such time as any part of thecall or instalment remains unpaid, serve a notice on himrequiring payment of so much of the call or instalment as isunpaid, together with any interest which may have accrued. | |||
| The notice aforesaidshall -(a) name a furtherday (not being earlier than the expiry of fourteen days from thedate of service of the notice) on or before which the paymentrequired by the notice is to be made; and(b) state that, in the event of non-payment onor before the day so named, the shares in respect of which thecall was made shall be liable to be forfeited. | |||
| If the requirements of any such notice asaforesaid are not complied with, any share in respect of whichthe notice has been given may, at any time thereafter, before thepayment required by the notice has been made, be forfeited by aresolution of the Board to that effect. | |||
| (i) A forfeited sharemay be sold or otherwise disposed of on such terms and in suchmanner as the Board thinks fit.(ii) At any time before a sale or disposal asaforesaid, the Board may cancel the forfeiture on such terms asit thinks fit. | |||
| (i) A person whose shares have beenforfeited shall cease to be a member in respect of the forfeitedshares, but shall, notwithstanding the forfeiture, remain liableto pay to the company all monies which, at the date offorfeiture, were presently payable by him to the company inrespect of the shares.(ii) The liability of such person shall cease if and when thecompany shall have received payment in full of all such monies inrespect of the shares. | |||
| (i) A duly verifieddeclaration in writing that the declarant is a director, themanager or the secretary, of the company, and that a share in thecompany has been duly forfeited on a date stated in thedeclaration, shall be conclusive evidence of the facts thereinstated as against all persons claiming to be entitled to theshare;(ii) The company mayreceive the consideration, if any, given for the share on anysale or disposal thereof and may execute a transfer of the sharein favour of the person to whom the share is sold or disposed of;(iii) The transfereeshall thereupon be registered as the holder of the share; and(iv) The transferee shall not be bound to see tothe application of the purchase money, if any, nor shall histitle to the share be affected by any irregularity or invalidityin the proceedings in reference to the forfeiture, sale ordisposal of the share. | |||
| The provisions of these regulations as toforfeiture shall apply in the case of nonpayment of any sumwhich, by the terms of issue of a share, becomes payable at afixed time, whether on account of the nominal value of the shareor by way of premium, as if the same had been payable by virtueof a call duly made and notified. | |||
| Alteration of capital | |||
| The company may, fromtime to time, by ordinary resolution increase the share capitalby such sum, to be divided into shares of such amount, as may bespecified in the resolution. | |||
| Subject to theprovisions of section 61, the company may, by ordinaryresolution, -(a) consolidate anddivide all or any of its share capital into shares of largeramount than its existing shares;(b) convert all orany of its fully paid-up shares into stock, and reconvert thatstock into fully paid-up shares of any denomination;(c) sub-divide itsexisting shares or any of them into shares of smaller amount thanis fixed by the memorandum;(d) cancel any shares which, at the date of thepassing of the resolution, have not been taken or agreed to betaken by any person. | |||
| Where shares areconverted into stock, -(a) the holders ofstock may transfer the same or any part thereof in the samemanner as, and subject to the same regulations under which, theshares from which the stock arose might before the conversionhave been transferred, or as near thereto as circumstances admit:Provided that theBoard may, from time to time, fix the minimum amount of stocktransferable, so, however, that such minimum shall not exceed thenominal amount of the shares from which the stock arose.(b) the holders ofstock shall, according to the amount of stock held by them, havethe same rights, privileges and advantages as regards dividends,voting at meetings of the company, and other matters, as if theyheld the shares from which the stock arose; but no such privilegeor advantage (except participation in the dividends and profitsof the company and in the assets on winding up) shall beconferred by an amount of stock which would not, if existing inshares, have conferred that privilege or advantage.(c) such of the regulations of the company asare applicable to paid-up shares shall apply to stock and thewords "share" and "shareholder" in thoseregulations shall include "stock" and "stock-holder"respectively. | |||
| The company may, byspecial resolution, reduce in any manner and with, and subjectto, any incident authorised and consent required by law, -(a) its sharecapital;(b) any capitalredemption reserve account; or(c) any share premium account. | |||
| Capitalisation of profits | |||
| (i) The company ingeneral meeting may, upon the recommendation of the Board,resolve -(a) that it isdesirable to capitalise any part of the amount for the time beingstanding to the credit of any of the company’s reserveaccounts, or to the credit of the, profit and loss account, orotherwise available for distribution; and(b) that such sum beaccordingly set free for distribution in the manner specified inclause (ii) amongst the members who would have been entitledthereto, if distributed by way of dividend and in the sameproportions.(ii) The sumaforesaid shall not be paid in cash but shall be applied, subjectto the provision contained in clause (iii), either in or towards-(A) paying up anyamounts for the time being unpaid on any shares held by suchmembers respectively;(B) paying up infull, unissued shares of the company to be allotted anddistributed, credited as fully paid-up, to and amongst suchmembers in the proportions aforesaid;(C) partly in the wayspecified in sub-clause (A) and partly in that specified insub-clause (B);(D) A securitiespremium account and a capital redemption reserve account may, forthe purposes of this regulation, be applied in the paying up ofunissued shares to be issued to members of the company as fullypaid bonus shares;(E) The Board shall give effect to theresolution passed by the company in pursuance of this regulation. | |||
| (i) Whenever such aresolution as aforesaid shall have been passed, the Board shall -(a) make allappropriations and applications of the undivided profits resolvedto be capitalised thereby, and all allotments and issues of fullypaid shares if any; and(b) generally do allacts and things required to give effect thereto.(ii) The Board shallhave power -(a) to make suchprovisions, by the issue of fractional certificates or by paymentin cash or otherwise as it thinks fit, for the case of sharesbecoming distributable in fractions; and(b) to authorise anyperson to enter, on behalf of all the members entitled thereto,into an agreement with the company providing for the allotment tothem respectively, credited as fully paid-up, of any furthershares to which they may be entitled upon such capitalisation, oras the case may require, for the payment by the company on theirbehalf, by the application thereto of their respectiveproportions of profits resolved to be capitalised, of the amountor any part of the amounts remaining unpaid on their existingshares;(iii) Any agreement made under such authorityshall be effective and binding on such members. | |||
| Buy-back of shares | |||
| Notwithstanding anything contained in thesearticles but subject to the provisions of sections 68 to 70 andany other applicable provision of the Act or any other law forthe time being in force, the company may purchase its own sharesor other specified securities. | |||
| General meetings | |||
| All general meetings other than annual generalmeeting 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 actingwho are sufficient in number to form a quorum are not withinIndia, any director or any two members of the company may call anextraordinary general meeting in the same manner, as nearly aspossible, as that in which such a meeting may be called by theBoard. | |||
| Proceedings at general meetings | |||
| (i) No business shallbe transacted at any general meeting unless a quorum of membersis present at the time when the meeting proceeds to business.(ii) Save as otherwise provided herein, thequorum for the general meetings shall be as provided in section103. | |||
| The chairperson, if any, of the Board shallpreside as Chairperson at every general meeting of the company. | |||
| If there is no such Chairperson, or if he is notpresent within fifteen minutes after the time appointed forholding the meeting, or is unwilling to act as chairperson of themeeting, the directors present shall elect one of their membersto be Chairperson of the meeting. | |||
| If at any meeting no director is willing to actas Chairperson or if no director is present within fifteenminutes after the time appointed for holding the meeting, themembers present shall choose one of their members to beChairperson of the meeting. | |||
| In case of a OnePerson Company -(i) the resolutionrequired to be passed at the general meetings of the companyshall be deemed to have been passed if the resolution is agreedupon by the sole member and communicated to the company andentered in the minutes book maintained under section 118;(ii) such minutesbook shall be signed and dated by the member;(iii) the resolution shall become effective fromthe date of signing such minutes by the sole member. | |||
| Adjournment of meeting | |||
| (i) The Chairperson may, with theconsent of any meeting at which a quorum is present, and shall,if so directed by the meeting, adjourn the meeting from time totime and from place to place.(ii) No business shall betransacted at any adjourned meeting other than the business leftunfinished at the meeting from which the adjournment took place.(iii) When a meetingis adjourned for thirty days or more, notice of the adjournedmeeting shall be given as in the case of an original meeting.(iv) Save as aforesaid, and as provided insection 103 of the Act, it shall not be necessary to give anynotice of an adjournment or of the business to be transacted atan adjourned meeting. | |||
| Voting rights | |||
| Subject to any rightsor restrictions for the time being attached to any class orclasses of shares, -(a) on a show ofhands, every member present in person shall have one vote; and(b) on a poll, the voting rights of membersshall be in proportion to his share in the paid-up equity sharecapital of the company. | |||
| A member may exercise his vote at a meeting byelectronic means in accordance with section 108 and shall voteonly once. | |||
| (i) In the case ofjoint holders, the vote of the senior who tenders a vote, whetherin person or by proxy, shall be accepted to the exclusion of thevotes of the other joint holders.(ii) For this purpose, seniority shall bedetermined by the order in which the names stand in the registerof members. | |||
| A member of unsound mind, or in respect of whoman order has been made by any court having jurisdiction inlunacy, may vote, whether on a show of hands or on a poll, by hiscommittee or other legal guardian, and any such committee orguardian may, on a poll, vote by proxy. | |||
| Any business other than that upon which a pollhas been demanded may be proceeded with, pending the taking ofthe poll. | |||
| No member shall be entitled to vote at anygeneral meeting unless all calls or other sums presently payableby him in respect of shares in the company have been paid | |||
| (i) No objectionshall be raised to the qualification of any voter except at themeeting or adjourned meeting at which the vote objected to isgiven or tendered, and every vote not disallowed at such meetingshall be valid for all purposes.(ii) Any such objection made in due time shallbe referred to the Chairperson of the meeting, whose decisionshall be final and conclusive. | |||
| Proxy | |||
| The instrument appointing a proxy and thepower-of-attorney or other authority, if any, under which it issigned or a notarised copy of that power or authority, shall bedeposited at the registered office of the company not less than48 hours before the time for holding the meeting or adjournedmeeting at which the person named in the instrument proposes tovote, or, in the case of a poll, not less than 24 hours beforethe time appointed for the taking of the poll; and in default theinstrument of proxy shall not be treated as valid. | |||
| An instrument appointing a proxy shall be in theform as prescribed in the rules made under section 105. | |||
| A vote given in accordance with the terms of aninstrument of proxy shall be valid, notwithstanding the previousdeath or insanity of the principal or the revocation of the proxyor of the authority under which the proxy was executed, or thetransfer of the shares in respect of which the proxy is given: | |||
| Provided that no intimation in writing of suchdeath, insanity, revocation or transfer shall have been receivedby the company at its office before the commencement of themeeting or adjourned meeting at which the proxy is used. | |||
| Board of Directors | |||
| The number of the directors and the names of thefirst directors shall be determined in writing by the subscribersof the memorandum or a majority of them. | |||
| (i) The remunerationof the directors shall, in so far as it consists of a monthlypayment, be deemed to accrue from day-to-day.(ii) In addition tothe remuneration payable to them in pursuance of the Act, thedirectors may be paid all travelling, hotel and other expensesproperly incurred by them -(a) in attending andreturning from meetings of the Board of Directors or anycommittee thereof or general meetings of the company; or(b) in connection with the business of thecompany. | |||
| The Board may pay all expenses incurred ingetting up and registering the company. | |||
| The company may exercise the powers conferred onit by section 88 with regard to the keeping of a foreignregister; and the Board may (subject to the provisions of thatsection) make and vary such regulations as it may thinks fitrespecting the keeping of any such register. | |||
| All cheques, promissory notes, drafts, hundis,bills of exchange and other negotiable instruments, and allreceipts for monies paid to the company, shall be signed, drawn,accepted, endorsed, or otherwise executed, as the case may be, bysuch person and in such manner as the Board shall from time totime by resolution determine. | |||
| Every director present at any meeting of theBoard or of a committee thereof shall sign his name in a book tobe kept for that purpose. | |||
| (i) Subject to theprovisions of section 149, the Board shall have power at anytime, and from time to time, to appoint a person as an additionaldirector, provided the number of the directors and additionaldirectors together shall not at any time exceed the maximumstrength fixed for the Board by the articles.(ii) Such person shall hold office only up tothe date of the next annual general meeting of the company butshall be eligible for appointment by the company as a director atthat meeting subject to the provisions of the Act. | |||
| Proceedings of the Board | |||
| (i) The Board ofDirectors may meet for the conduct of business, adjourn andotherwise regulate its meetings, as it thinks fit.(ii) A director may, and the manager orsecretary on the requisition of a director shall, at any time,summon a meeting of the Board. | |||
| (i) Save as otherwiseexpressly provided in the Act, questions arising at any meetingof the Board shall be decided by a majority of votes.(ii) In case of an equality of votes, theChairperson of the Board, if any, shall have a second or castingvote. | |||
| The continuing directors may act notwithstandingany vacancy in the Board; but, if and so long as their number isreduced below the quorum fixed by the Act for a meeting of theBoard, the continuing directors or director may act for thepurpose of increasing the number of directors to that fixed forthe quorum, or of summoning a general meeting of the company, butfor no other purpose. | |||
| (i) The Board mayelect a Chairperson of its meetings and determine the period forwhich he is to hold office.(ii) If no such Chairperson is elected, or if atany meeting the Chairperson is not present within five minutesafter the time appointed for holding the meeting, the directorspresent may choose one of their number to be Chairperson of themeeting. | |||
| (i) The Board may,subject to the provisions of the Act, delegate any of its powersto committees consisting of such member or members of its body asit thinks fit.(ii) Any committee so formed shall, in theexercise of the powers so delegated, conform to any regulationsthat may be imposed on it by the Board. | |||
| (i) A committee mayelect a Chairperson of its meetings.(ii) If no such Chairperson is elected, or if atany meeting the Chairperson is not present within five minutesafter the time appointed for holding the meeting, the memberspresent may choose one of their members to be Chairperson of themeeting. | |||
| (i) A committee maymeet and adjourn as it thinks fit.(ii) Questions arising at any meeting of acommittee shall be determined by a majority of votes of themembers present, and in case of an equality of votes, theChairperson shall have a second or casting vote. | |||
| All acts done in any meeting of the Board or ofa committee thereof or by any person acting as a director, shall,notwithstanding that it may be afterwards discovered that therewas some defect in the appointment of any one or more of suchdirectors or of any person acting as aforesaid, or that they orany of them were disqualified, be as valid as if every suchdirector or such person had been duly appointed and was qualifiedto be a director. | |||
| Save as otherwise expressly provided in the Act,a resolution in writing, signed by all the members of the Boardor of a committee thereof, for the time being entitled to receivenotice of a meeting of the Board or committee, shall be valid andeffective as if it had been passed at a meeting of the Board orcommittee, duly convened and held. | |||
| In case of a OnePerson Company -(i) where the companyis having only one director, all the businesses to be transactedat the meeting of the Board shall be entered into minutes bookmaintained under section 118;(ii) such minutesbook shall be signed and dated by the director;(iii) the resolution shall become effective fromthe date of signing such minutes by the director. | |||
| Chief Executive Officer, Manager, CompanySecretary or Chief Financial Officer | |||
| Subject to theprovisions of the Act, -(i) A chief executiveofficer, manager, company secretary or chief financial officermay be appointed by the Board for such term, at such remunerationand upon such conditions as it may thinks fit; and any chiefexecutive officer, manager, company secretary or chief financialofficer so appointed may be removed by means of a resolution ofthe Board;(ii) A director may be appointed as chiefexecutive officer, manager, company secretary or chief financialofficer | |||
| A provision of the Act or these regulationsrequiring or authorising a thing to be done by or to a directorand chief executive officer, manager, company secretary or chieffinancial officer shall not be satisfied by its being done by orto the same person acting both as director and as, or in placeof, chief executive officer, manager, company secretary or chieffinancial officer. | |||
| The Seal | |||
| (i) The Board shallprovide for the safe custody of the seal.(ii) The seal of the company shall not beaffixed to any instrument except by the authority of a resolutionof the Board or of a committee of the Board authorised by it inthat behalf, and except in the presence of at least two directorsand of the secretary or such other person as the Board mayappoint for the purpose; and those two directors and thesecretary or other person aforesaid shall sign every instrumentto which the seal of the company is so affixed in their presence. | |||
| Dividends and Reserve | |||
| The company in general meeting may declaredividends, but no dividend shall exceed the amount recommended bythe Board. | |||
| Subject to the provisions of section 123, theBoard may from time to time pay to the members such interimdividends as appear to it to be justified by the profits of thecompany. | |||
| (i) The Board may,before recommending any dividend, set aside out of the profits ofthe company such sums as it thinks fit as a reserve or reserveswhich shall, at the discretion of the Board, be applicable forany purpose to which the profits of the company may be properlyapplied, including provision for meeting contingencies or forequalizing dividends; and pending such application, may, at thelike discretion, either be employed in the business of thecompany or be invested in such investments (other than shares ofthe company) as the Board may, from time to time, thinks fit.(ii) The Board may also carry forward anyprofits which it may consider necessary not to divide, withoutsetting them aside as a reserve. | |||
| (i) Subject to therights of persons, if any, entitled to shares with special rightsas to dividends, all dividends shall be declared and paidaccording to the amounts paid or credited as paid on the sharesin respect whereof the dividend is paid, but if and so long asnothing is paid upon any of the shares in the company, dividendsmay be declared and paid according to the amounts of the shares.(ii) No amount paidor credited as paid on a share in advance of calls shall betreated for the purposes of this regulation as paid on the share.(iii) All dividends shall be apportioned andpaid proportionately to the amounts paid or credited as paid onthe shares during any portion or portions of the period inrespect of which the dividend is paid; but if any share is issuedon terms providing that it shall rank for dividend as from aparticular date such share shall rank for dividend accordingly. | |||
| The Board may deduct from any dividend payable to any memberall sums of money, if any, presently payable by him to thecompany on account of calls or otherwise in relation to theshares of the company. | |||
| (i) Any dividend,interest or other monies payable in cash in respect of shares maybe paid by cheque or warrant sent through the post directed tothe registered address of the holder or, in the case of jointholders, to the registered address of that one of the jointholders who is first named on the register of members, or to suchperson and to such address as the holder or joint holders may inwriting direct.(ii) Every such cheque or warrant shall be madepayable to the order of the person to whom it is sent. | |||
| Any one of two or more joint holders of a sharemay give effective receipts for any dividends, bonuses or othermonies payable in respect of such share. | |||
| Notice of any dividend that may have beendeclared shall be given to the persons entitled to share thereinin the manner mentioned in the Act. | |||
| No dividend shall bear interest against thecompany. | |||
| Accounts | |||
| (i) The Board shallfrom time to time determine whether and to what extent and atwhat times and places and under what conditions or regulations,the accounts and books of the company, or any of them, shall beopen to the inspection of members not being directors.(ii) No member (not being a director) shall haveany right of inspecting any account or book or document of thecompany except as conferred by law or authorised by the Board orby the company in general meeting. | |||
| Winding up | |||
| Subject to theprovisions of Chapter XX of the Act and rules made thereunder -(i) If the companyshall be wound up, the liquidator may, with the sanction of aspecial resolution of the company and any other sanction requiredby the Act, divide amongst the members, in specie or kind, thewhole or any part of the assets of the company, whether theyshall consist of property of the same kind or not.(ii) For the purposeaforesaid, the liquidator may set such value as he deems fairupon any property to be divided as aforesaid and may determinehow such division shall be carried out as between the members ordifferent classes of members.(iii) The liquidator may, with the likesanction, vest the whole or any part of such assets in trusteesupon such trusts for the benefit of the contributories if heconsiders necessary, but so that no member shall be compelled toaccept any shares or other securities whereon there is anyliability. | |||
| Indemnity | |||
| Every officer of the company shall beindemnified out of the assets of the company against anyliability incurred by him in defending any proceedings, whethercivil or criminal, in which judgment is given in his favour or inwhich he is acquitted or in which relief is granted to him by thecourt or the Tribunal. |
| Table G- Articles of Association of a Company Limited by Guarantee andHaving 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 H- Articles of Association of An Unlimited Company and Having a ShareCapital |
| 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. |
| Others | |||
| S. No . | Subscriber Details | ||||
| Name, Address, Description and Occupation | DIN/ PAN/ Passport number | Place | DSC | Dated | |
| 1 | |||||
| 2 |
| Signed before me | ||||||
| Name | Address, Description and Occupation | DIN/ PAN/ Passport number/Membership number | Place | DSC | Dated | |
| Table I- Articles Of Association Of a Company Limited By Guarantee and NotHaving Share Capital |
| Check if not applicable | Check if altered | Article No | Description |
| Interpretation | |||
| (1) In theseregulations -(a) "the Act'means the Companies Act, 2013;(b) "the seal"means the common seal of the company.(2) Unless the context otherwise requires, wordsor expressions contained in these regulations shall have the samemeaning as in the Act or any statutory modification thereof inforce at the date at which these regulations become binding onthe company. | |||
| Members | |||
| The number of members with which the companyproposes to be registered is hundred, but the Board of Directorsmay, from time to time, whenever the company or the business ofthe company requires it, register an increase of members. | |||
| The subscribers to the memorandum and such otherpersons as the Board shall admit to membership shall be membersof the company. General meetings | |||
| All general meetings other than annual generalmeeting 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 actingwho are sufficient in number to form a quorum are not withinIndia, any director or any two members of the company may call anextraordinary general meeting in the same manner, as nearly aspossible, as that in which such a meeting may be called by theBoard. | |||
| Proceedings at general meetings | |||
| (i) No business shallbe transacted at any general meeting unless a quorum of membersis present at the time when the meeting proceeds to business.(ii) Save as otherwise provided herein, thequorum for the general meetings shall be as provided in section103. | |||
| The Chairperson, if any, of the Board shallpreside as Chairperson at every general meeting of the company. | |||
| If there is no such Chairperson, or if he is notpresent within fifteen minutes after the time appointed forholding the meeting, or is unwilling to act as Chairperson of themeeting, the directors present shall elect one of their membersto be Chairperson of the meeting. | |||
| If at any meeting no director is willing to actas Chairperson or if no director is present within fifteenminutes after the time appointed for holding the meeting, themembers present shall choose one of their members to beChairperson of the meeting. | |||
| Adjournment of meeting | |||
| (i) The Chairpersonmay, with the consent of any meeting at which a quorum ispresent, and shall, if so directed by the meeting, adjourn themeeting from time to time and from place to place.(ii) No businessshall be transacted at any adjourned meeting other than thebusiness left unfinished at the meeting from which theadjournment took place.(iii) When a meetingis adjourned for thirty days or more, notice of the adjournedmeeting shall be given as in the case of an original meeting.(iv) Save as aforesaid, and as provided insection 103 of the Act, it shall not be necessary to give anynotice of an adjournment or of the business to be transacted atan adjourned meeting. | |||
| Voting rights | |||
| Every member shall have one vote. | |||
| A member of unsound mind, or in respect of whoman order has been made by any Court having jurisdiction inlunacy, may vote, whether on a show of hands or on a poll, by hiscommittee or other legal guardian, and any such committee orguardian may, on a poll, vote by proxy. | |||
| No member shall be entitled to vote at anygeneral meeting unless all sums presently payable by him to thecompany have been paid. | |||
| (i) No objectionshall be raised to the qualification of any voter except at themeeting or adjourned meeting at which the vote objected to isgiven or tendered, and every vote not disallowed at such meetingshall be valid for all purposes.(ii) Any such objection made in due time shallbe referred to the Chairperson of the meeting, whose decisionshall be final and conclusive. | |||
| A vote given inaccordance with the terms of an instrument of proxy shall bevalid, notwithstanding the previous death or insanity of theprincipal or the revocation of the proxy or of the authorityunder which the proxy was executed, or the transfer of the sharesin respect of which the proxy is given:Provided that no intimation in writing of suchdeath, insanity, revocation or transfer shall have been receivedby the company at its office before the commencement of themeeting or adjourned meeting at which the proxy is used. | |||
| A member may exercise his vote at a meeting byelectronic means in accordance with section 108 and shall voteonly once. | |||
| Any business other than that upon which a pollhas been demanded may be proceeded with, pending the taking ofthe poll. | |||
| Board of Directors | |||
| The number of the directors and the names of thefirst directors shall be determined in writing by the subscribersof the memorandum or a majority of them. | |||
| (i) The remunerationof the directors shall, in so far as it consists of a monthlypayment, be deemed to accrue from day-to-day.(ii) In addition tothe remuneration payable to them in pursuance of the Act, thedirectors may be paid all travelling, hotel and other expensesproperly incurred by them -(a) in attending andreturning from meetings of the Board of Directors or anycommittee thereof or general meetings of the company; or(b) in connection with the business of thecompany | |||
| Proceedings of the Board | |||
| (i) The Board ofDirectors may meet for the conduct of business, adjourn andotherwise regulate its meetings, as it thinks fit.(ii) A director may, and the manager orsecretary on the requisition of a director shall, at any time,summon a meeting of the Board. | |||
| (i) Save as otherwiseexpressly provided in the Act, questions arising at any meetingof the Board shall be decided by a majority of votes.(ii) In case of an equality of votes, theChairperson of the Board, if any, shall have a second or castingvote. | |||
| The continuing directors may act notwithstandingany vacancy in the Board; but, if and so long as their number isreduced below the quorum fixed by the Act for a meeting of theBoard, the continuing directors or director may act for thepurpose of increasing the number of directors to that fixed forthe quorum, or of summoning a general meeting of the company, butfor no other purpose. | |||
| (i) The Board mayelect a Chairperson of its meetings and determine the period forwhich he is to hold office.(ii) If no such chairperson is elected, or if atany meeting the Chairperson is not present within five minutesafter the time appointed for holding the meeting, the directorspresent may choose one of their members to be Chairperson of themeeting. | |||
| (i) The Board may,subject to the provisions of the Act, delegate any of its powersto committees consisting of such member or members of its body asit thinks fit.(ii) Any committee so formed shall, in theexercise of the powers so delegated, conform to any regulationsthat may be imposed on it by the Board. | |||
| (i) A committee mayelect a Chairperson of its meetings.(ii) If no such Chairperson is elected, or if atany meeting the chairperson is not present within five minutesafter the time appointed for holding the meeting, the memberspresent may choose one of their members to be Chairperson of themeeting. | |||
| (i) A committee maymeet and adjourn as it thinks proper.(ii) Questions arising at any meeting of acommittee shall be determined by a majority of votes of themembers present, and in case of an equality of votes, thechairman shall have a second or casting vote. | |||
| All acts done by any meeting of the Board or ofa committee thereof or by any person acting as a director, shall,notwithstanding that it may be afterwards discovered that therewas some defect in the appointment of any one or more of suchdirectors or of any person acting as aforesaid, or that they orany of them were disqualified, be as valid as if every suchdirector or such person had been duly appointed and was qualifiedto be a director. | |||
| Save as otherwise expressly provided in the Act,a resolution in writing, signed by all the members of the Boardor of a committee thereof, for the time being entitled to receivenotice of a meeting of the Board or committee, shall be as validand effective as if it had been passed at a meeting of the Boardor committee, duly convened and held. | |||
| Chief Executive Officer, Manager, CompanySecretary or Chief Financial Officer | |||
| Subject to theprovisions of the Act, -(i) A chief executiveofficer, manager, company secretary or chief financial officermay be appointed by the Board for such term, at such remunerationand upon such conditions as it thinks fit; and any chiefexecutive officer, manager, company secretary or chief financialofficer so appointed may be removed by means of a resolution ofthe Board.(ii) A director may be appointed as chiefexecutive officer, manager, company secretary or chief financialofficer. | |||
| A provision of the Act or these regulationsrequiring or authorising a thing to be done by or to a directorand chief executive officer, manager, company secretary or chieffinancial officer shall not be satisfied by its being done by orto the same person acting both as director and as, or in placeof, chief executive officer, manager, company secretary or chieffinancial officer. | |||
| The Seal | |||
| (i) The Board shallprovide for the safe custody of the seal.(ii) The seal of the company shall not beaffixed to any instrument except by the authority of a resolutionof the Board or of a committee of the Board authorised by it inthat behalf, and except in the presence of at least two directorsand of the secretary or such other person as the Board mayappoint for the purpose; and those two directors and thesecretary or other person aforesaid shall sign every instrumentto which the seal of the company is so affixed in their presence. |
| Table J- Articles of Association of an Unlimited Company and Not Having Share CapitalHaving a Share Capital |
| All the articles of Table H in Schedule I annexed to the Companies Act, 2013 shall be deemed to be incorporated with these articles and to apply to the company. |
| Others | |||
| S. No . | Subscriber Details | ||||
| Name, Address, Description and Occupation | DIN/ PAN/ Passport number | Place | DSC | Dated | |
| 1 | |||||
| 2 |
| Signed before me | ||||||
| Name | Address, Description and Occupation | DIN/ PAN/ Passport number/Membership number | Place | DSC | Dated | |
| {| | ||
| [Form No. INC - 35] [Inserted by Notification No. G.S.R. 275(E), dated 29.3.2019 (w.e.f. 31.3.2014).][Pursuant to rule 38A of the Companies(Incorporation) Rules, 2014] | AGILEApplication for Goods and services tax Identification number, employees state Insurance corporation registration pLus Employees provident fund organisation registration ) |
| (This AGILE form is part of SPICe eform forGSTIN/ EPFO / ESIC) | |||||
| 1. | * Do you want to apply for additional serviceslike GSTIN / EPFO / ESIC?YesNo | ||||
| 2. | * Select the service you want to apply for: | GSTINEPFOESIC | |||
| 3. | * State (Same as entered in SPICe) | ||||
| 4. | * District (Same as entered in SPICe) | ||||
| 5. | * State Jurisdiction | ||||
| * Sector / Circle / Ward /Charge / Unit | |||||
| 6. | * Center Jurisdiction | ||||
| Commissionerate | |||||
| Division | |||||
| Range | |||||
| 7. | * Reason to Obtain Registration | ||||
| 8. | *Whether The Establishment On LeaseYesNo | ||||
| * Leased From Date | To Date | ||||
| (a) * Nature of possession of premises | |||||
| (b) * Proof of Principal Place of Business | |||||
| (c) * Whether the building/premises ofEstablishment is owned or hired. | |||||
| * If hired or there is a change in the name ofUnit/ownership, please indicate | |||||
| * Leased From Date | To Date | ||||
| 9. | * Option for CompositionYesNo | ||||
| (a) Composition Declaration | |||||
| I hereby declare that aforesaid business shallabide by the conditions and restrictions specified in the Act orRules for opting to pay tax under the composition levy. | |||||
| (b) Category of Registered Person | |||||
| Manufacturer of non-notified goods | |||||
| Supplier of food and non-alcoholic drinks | |||||
| Any other eligible supplier | |||||
| 10. | * Nature of Business Activity being carried outat above mentioned Premises (Please tick applicable) | ||||
| {| | |||||
| Factory / Manufacturing | Wholesale Business | Retail Business | |||
| Warehouse/Depot | Bonded Warehouse | Supplier of services | |||
| Office/Sale Office | Leasing Business | Recipient of goods or services | |||
| EOU/ STP/ EHTP | Works Contract | Export | |||
| Import | Others (specify), If others, please specify_____________ |
| *Directors Identification Number (DIN) OPermanent Account Number (PAN) | |||
| *DIN | Photograph | ||
| *PAN | |||
| *First Name | |||
| Middle Name | AttachPhotograph | RemovePhotograph | |
| *Last Name | |||
| Attach a latest passport size photograph byclicking the above box | |||
| *Personal Mobile Number | |||
| *Personal Email Id |
| *Directors Identification Number (DIN) O Permanent Account Number / Passport Number (in case of foreign national | |||
| *DIN | Photograph | ||
| *PAN/Passport Number | |||
| *First Name | |||
| Middle Name | AttachPhotograph | RemovePhotograph | |
| *Last Name | |||
| *Personal Mobile Number | |||
| *Personal Email Id | |||
| Attach a latest passport size photograph byclicking the |
| Attachments | List of attachments | ||
| 1. *Proof of Principal place of business | |||
| 2. *Proof of appointment of Authorized Signatory | |||
| (Either of the following document can be attached.Letter of AuthorisationCopy of Resolution passed by BoD / Managing Committee and Acceptance letter) | |||
| 3. * Specimen Signature | |||
| {| | ||
| [Form No. RD - 1] [Substituted by Notification No. G.S.R. 603(E), dated 28.8.2019 (w.e.f. 31.3.2014).][Pursuant to the Companies Act, 2013and rule 40 of the Companies(Incorporation]) Rules, 2014] | Form for filing applicationto Regional Director |
| Form languageEnglishHindi | |
| Note - All the fields marked in * are to be mandatorily filled. |
| 1. | *(a) Corporate identity number (CIN) of company | {| | |
| (b) | Global location number (GLN) of company | {| | |
| 2. | (a) | Name of the company | {| |
| 3. | * Please indicate the purpose of the applicationRectification of NameChange in financial yearConversion of Public company into a Private companyOthers |
| 4. | Specify 'others' |
| 5. | (a) | CIN of company against which the application for rectification of name is being made | {| |
| (b) | Name of the company against which the application is made | {| | |
| 6. | Details as to whether a company registered under section 8 of the ActyesNo |
| 7. | (a) The Date of board meeting at which the proposal for alteration of Articles was approved | (DD/MM/YYYY) | |
| (b) Date of passing special resolution | (DD/MM/YYYY) | ||
| (c) Service request number of Form MGT - 14 | (DD/MM/YYYY) | ||
| (d) Date of filing Form MGT-14 | (DD/MM/YYYY) |
| 8. | Details of application |
| Attachments | List of Attachments | ||
| 1. | *Statement of the grounds on whichtheapplication is made | {| | |
| Declaration | |
| I am authorized by the Board of Directors of the company vide resolution number *dated*(DD/MM/YYYY) to sign this form and declare that 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 complied with. 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. |
| | *To be digitally signed by | | |
| | *Designation | | |
| | *Director identification number of the directoror Managing Director; or DIN or PAN of the Manager/CEO/CFO;or Membership Number of the Company Secretary | | |
| | Note:Attention is also drawn to provisions of Section 448 and Section 449 of the Companies Act, 2013 which provide for punishment for false statement and false evidence. |
| For office use only: |
| e-Form Service request number (SRN) | | e Form filing date | | DD/MM/YYYY |
| Digital signature of the Authorizing officer |
| This e-Form is hereby approved |
| This e-Form is hereby rejected |
| Date of signing | (DD/MM/YYYY) |
| {| | ||
| [Form No. RD GNL-5] [Substituted by Notification No. G.S.R. 603(E), dated 28.8.2019 (w.e.f. 31.3.2014).][Pursuant to rule 40 and 41 of the Companies (Incorporation) Rules, 2014] | Form for filing Addendum for rectificationof defects or incompleteness |
| Form languageEnglishHindi | |
| Note - All the fields marked in * are to be mandatorily filled. |
| 1. | *Service Request Number (SRN) of relevant form(s) | {| |
| (Mention SRN of relevant form(s) in respect of which addendum is being filed. Ensure that correct SRN is mentioned in this field and verify the system displayed details below) |
| 2. | (a) | Date of SRN | (DD/MM/YYYY) |
| (b) | Form number(s) | ||
| 3. | (a) Corporate identity number (CIN) of company | {| |
| 6. | (a) | Type of document | ||||
| (b) | Type of document | |||||
| (c) | Type of document | |||||
| (d) | Type of document | |||||
| (e) | Type of document |
| List of attachments | ||||
| Verification |
| To the best of my/our knowledge and belief, the information given above and in the attached documents is correct and complete. |
| *To be digitally signed by |
| *Designation | |
| *Director identification number of the directoror Managing Director; or DIN or PAN of theManager/CEO/CFO; orMembership Number of the Company Secretary | |
| Certificate | |
| It is hereby certified that I have verified theabove particulars (including attachment(s)) from the records ofand found them to be true and correct. I further certify that allrequired attachment(s) have been completely attached to thisform. |
| *To be digitally signed by |
| *Category | |
| *Whether Associate or FellowAssociateFellow | |
| *Membership Number | |
| Certificate of Practice Number |
| This form is not required to be signed by authorizing officer as this has been filled in respect of an already filled e-Form. |