The Companies (Incorporation) Rules, 2014

The Companies (Incorporation) Rules, 2014

Rule THE-COMPANIES-INCORPORATION-RULES-2014 of 2014

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Union of India - Act

1. Short title and commencement.

2. Definitions.

3. One Person Company.

4. Nomination by the subscriber or member of One Person Company.

5. [ [Omitted by Notification No. G.S.R. 349(E), dated 1.5.2015 (w.e.f. 31.3.2014).]

6. One Person Company to convert itself into a public company or a private company in certain cases.

7. Conversion of private company into One Person Company.

7A. [ Penalty. [Inserted by Notification No. G.S.R. 349(E), dated 1.5.2015 (w.e.f. 31.3.2014).]

8. [ Names which resemble too nearly with name of existing company. [Substituted by Notification No. G.S.R. 357(E), dated 10.5.2019 (w.e.f. 31.3.2014).]

8A. Undesirable names.

8B. Word or expression which can be used only after obtaining previous approval of Central Government.

9. [ Reservation of name. [Substituted by Notification No. G.S.R. 284(E), dated 23.3.2018 (w.e.f. 31.3.2014).]

10.

11.

12. [ Application for incorporation of companies. [Substituted by Notification No. G.S.R. 49(E), dated 20.1.2018 (w.e.f. 31.3.2014).]

13. Signing of memorandum and articles.

14. Declaration by professionals.

15. [ Declaration from Subscribers and First Directors. [Substituted by Notification No. G.S.R. 708(E), dated 27.7.2018 (w.e.f. 31.3.2014).]

16. Particulars of every subscriber to be filed with the Registrar at the time of incorporation.

17. Particulars of first directors of the company and their consent to act as such.

18. [ Certificate of incorporation. [Substituted 'The Certificate of Incorporation shall be issued by the Registrar in Form No.INC. 11.' by Notification No. G.S.R. 70(E), dated 25.1.2017 (w.e.f. 31.3.2014).]

19. License under section 8 for new companies with charitable objects etc.

20. License for existing companies.

21. Conditions for conversion of a company registered under Section 8 into a company of any other kind.

22. Other conditions to be complied with by companies registered under section 8 seeking conversion into any other kind.

23. Intimation to Registrar of revocation of licence issued under section 8.

23A. [ Declaration at the time of commencement of business. [Inserted by Notification No. G.S.R. 1219(E), dated 18.12.2018 (w.e.f. 31.3.2014).]

24. [ [Omitted by Notification No. G.S.R. 442(E), dated 29.5.2015 (w.e.f. 31.3.2014).]

25. Verification of registered office.

25A. [ Active Company Tagging Identities and Verification (Active). [Inserted by Notification No. G.S.R. 144(E), dated 21.2.2019 (w.e.f. 31.3.2014).]

26. [ Publication of name by company. [Substituted by Notification No. G.S.R. 743(E), dated 27.7.2016 (w.e.f. 31.3.2014).]

27. Notice and verification of change of situation of the registered office.

28. [ Shifting of registered office within the same State. [Substituted by Notification No. G.S.R. 955(E), dated 27.7.2017 (w.e.f. 31.3.2014).]

29. Alteration of Memorandum by change of name.

30. [ Shifting of registered office from one State or Union territory to another State. [Substituted by Notification No. G.S.R. 955(E), dated 27.7.2017 (w.e.f. 31.3.2014).]

31.

32. Change of objects for which money is raised through prospectus.

33. Alteration of articles.

34. Copies of memorandum and articles, etc. to be given to members on request being made by them.

35. Service of documents.

36. [ [Omitted by Notification No. G.S.R. 1184(E), dated 29.12.2016 (w.e.f. 31.3.2014).]

37. [ Conversion of unlimited liability company into a limited liability company by shares or guarantee. [Inserted by Notification No. G.S.R. 743(E), dated 27.7.2016 (w.e.f. 31.3.2014).]

38. [ Simplified Proforma for Incorporating Company Electronically (SPICe). [Substituted by Notification No. G.S.R. 1184(E), dated 29.12.2016 (31.3.2014).]

38A. [ Application for registration of the Goods and Service Tax Identification Number (GSTIN), Employees' State Insurance Corporation (ESIC) registration and Employees' Provident Fund Organisation(EPFO) registration. [Inserted by Notification No. G.S.R. 275(E), dated 29.3.2019 (w.e.f. 31.3.2014).]

39. [ Conversion of a company limited by guarantee into a company limited by shares. [Inserted by Notification No. G.S.R. 936(E), dated 1.10.2016 (w.e.f. 31.3.2014).]

40. [ Application under sub-section (41) of section 2 for change in financial year. [Inserted by Notification No. G.S.R. 1219(E), dated 18.12.2018 (w.e.f. 31.3.2014).]

41. Application under section 14 for conversion of public company into private company.

1. Names, father's name and Address of subscribers/ first directors:

2. Two Specimen signatures:

2. Person who is attesting should indicate his/ her name, address and ID number,

481. of the Companies Act, 1956

559. of the Companies Act, 1956

Union of India - Act

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UNION OF INDIA
India

Published on 31 March 2014
Commenced on 31 March 2014
[This is the version of this document from 31 March 2014.]
[Note: The original publication document is not available and this content could not be verified.]

The Companies (Incorporation) Rules, 2014Published vide Notification No. G.S.R. 250(E), dated 31st March, 2014Last Updated 18th October, 2019Ministry of Corporate AffairsG.S.R. 250(E). - In exercise of the powers conferred under section 3, section 4, sub-sections (5) and (6) of section 5, section 6, sub-section (1) and (2) of section 7, sub-section (1) and (2) of section 8, clauses (a) and (b) of subsection (1) of section11, sub-sections (2), (3), (4) and (5) of section 12, sub-sections (3), (4) and proviso to sub-section (5) of section 13, sub-section (2) of section 14, sub-section (1) of section 17, sub-section (1) and (2) of section 20 read with sub-sections (1) and (2) of section 469 of the Companies Act, 2013 (18 of 2013) and in supersession of the Companies (Central Government's) General Rules and Forms, 1956 or any other relevant rules prescribed under the Companies Act, 1956 (1 of 1956) on matters covered under these rules, except as respects things done or omitted to be done before such supersession, the Central Government hereby makes the following rules, namely: -

(1)These rules may be called the Companies (Incorporation) Rules, 2014.

(2)They shall come into force on the 1st day of April, 2014.

(1)In these rules, unless the context otherwise requires,-

(a)"Act" means the Companies Act, 2013 (18 of 2013);

(b)"Annexure" means the Annexure to these rules;

(c)"Form" or "e-Form" means a form in the electronic form or non-electronic form as specified under the Act or Rules made there under and notified by the Central Government under the Act;

(d)"Fees" means fees as specified in the Companies (Registration offices and fees) Rules, 2014;

(e)"Regional Director" means the person appointed by the Central Government in the Ministry of Corporate Affairs as a Regional Director;

(f)"Section" means the section of the Act;

(2)Words and expressions used in these rules but not defined and defined in the Act or in Companies (Specification of definitions details) Rules, 2014 shall have the meanings respectively assigned to them in the Act and said rules.

(1)Only a natural person who is an Indian citizen and resident in India-

(a)shall be eligible to incorporate a One Person Company;

(b)shall be a nominee for the sole member of a One Person Company.

[Explanation I. - For the purposes of this rule, the term "resident in India" means a person who has stayed in India for a period of not less than one hundred and eighty two days during the immediately preceding financial year.Explanation II. - For the purposes of this rule, while counting the number of days of stay of a director in India for the financial year 2018-2019, any period of stay between 01.01.2018 till the date of notification of this rule shall also be counted.] [Substituted by Notification No. G.S.R. 708(E), dated 27.7.2018 (w.e.f. 31.3.2014).]

(2)[ A natural person shall not be member of more than a One Person Company at any point of time and the said person shall not be a nominee of more than a One Person Company.] [Substituted by Notification No. G.S.R. 743(E), dated 27.7.2016 (w.e.f. 31.3.2014)]

(3)Where a natural person, being member in One Person Company in accordance with this rule becomes a member in another such Company by virtue of his being a nominee in that One Person Company, such person shall meet the eligibility criteria specified in sub rule (2) within a period of one hundred and eighty days.

(4)No minor shall become member or nominee of the One Person Company or can hold share with beneficial interest.

(5)Such Company cannot be incorporated or converted into a company under section 8 of the Act.

(6)Such Company cannot carry out Non-Banking Financial Investment activities including investment in securities of any body corporates.

(7)No such company can convert voluntarily into any kind of company unless two years have expired from the date of incorporation of One Person Company, except threshold limit (paid up share capital) is increased beyond fifty lakh rupees or its average annual turnover during the relevant period exceeds two crore rupees.

- For the purposes of first proviso to sub-section (1) of section 3-

(1)The subscriber to the memorandum of a One Person Company shall nominate a person, after obtaining prior written consent of such person, who shall, in the event of the subscriber's death or his incapacity to contract, become the member of that One Person Company.

(2)The name of the person nominated under sub-rule (1) shall be mentioned in the memorandum of One Person Company and [such nomination in Form No. INC-32 (SPICe) along with consent of such nominee obtained in Form No. INC-3] [Substituted 'such nomination in Form No INC.2 along with consent of such nominee obtained in Form No INC.3' by Notification No. G.S.R. 1184(E), 29th December, 2016 (w.e.f. 31.3.2014).] and fee as provided in the Companies (Registration offices and fees) Rules, 2014 shall be filed with the Registrar at the time of incorporation of the company along with its memorandum and articles.

(3)The person nominated by the subscriber or member of a One Person Company may, withdraw his consent by giving a notice in writing to such sole member and to the One Person Company: Provided that the sole member shall nominate another person as nominee within fifteen days of the receipt of the notice of withdrawal and shall send an intimation of such nomination in writing to the Company, along with the written consent of such other person so nominated in Form No. INC.3.

(4)The company shall within thirty days of receipt of the notice of withdrawal of consent under sub-rule (3) file with the Registrar, a notice of such withdrawal of consent and the intimation of the name of another person nominated by the sole member in Form No INC.4 along with fee as provided in the Companies (Registration offices and fees) Rules, 2014 and the written consent of such another person so nominated in Form No. INC.3.

(5)The subscriber or member of a One Person Company may, by intimation in writing to the company, change the name of the person nominated by him at any time for any reason including in case of death or incapacity to contract of nominee and nominate another person after obtaining the prior consent of such another person in Form No INC.3:Provided that the company shall, on the receipt of such intimation, file with the Registrar, a notice of such change in Form No INC.4 along with fee as provided in the Companies (Registration offices and fees) Rules, 2014 and with the written consent of the new nominee in Form No.INC.3 within thrity days of receipt of intimation of the change.

(6)Where the sole member of One Person Company ceases to be the member in the event of death or incapacity to contract and his nominee becomes the member of such One Person Company, such new member shall nominate within fifteen days of becoming member, a person who shall in the event of his death or his incapacity to contract become the member of such company, and the company shall file with the Registrar an intimation of such cessation and nomination in Form No INC.4 along with the fee as provided in the Companies (Registration offices and fees) Rules, 2014 within thirty days of the change in membership and with the prior written consent of the person so nominated in Form No.INC.3.

* * *]

5. Penalty.- If One Person Company or any officer of such company contravenes the provisions of these rules, One Person Company or any officer of the One Person Company shall be punishable with fine which may extend to ten thousand rupees and with a further fine which may extend to one thousand rupees for every day after the first during which such contravention continues.

(1)Where the paid up share capital of an One Person Company [exceeds fifty lakh rupees and its average annual turnover during the relevant period] [Substituted by Notification No. G.S.R. 349(E), dated 1.5.2015 (w.e.f. 31.3.2014).] exceeds two crore rupees, it shall cease to be entitled to continue as a One Person Company.

(2)Such One Person Company shall be required to convert itself, within six months of the date on which its paid up share capital is increased beyond fifty lakh rupees or the last day of the relevant period during which its average annual turnover exceeds two crore rupees as the case may be, into either a private company with minimum of two members and two directors or a public company with at least of seven members and three directors in accordance with the provisions of section 18 of the Act.

(3)The One Person Company shall alter its memorandum and articles by passing a resolution in accordance with sub-section (3) of section 122 of the Act to give effect to the conversion and to make necessary changes incidental thereto.

(4)The One Person Company shall within period of sixty days from the date of applicability of sub-rule (1), give a notice to the Registrar in Form No.INC.5 informing that it has ceased to be a One Person Company and that it is now required to convert itself into a private company or a public company by virtue of its paid up share capital or average annual turnover, having exceeded the threshold limit laid down in sub-rule (1).Explanation. - For the purposes of this rule - "relevant period" means the period of immediately preceding three consecutive financial years;

(5)If One Person Company or any officer of the One Person Company contravenes the provisions of these rules, One Person Company or any officer of the One Person Company shall be punishable with fine which may extend to ten thousand rupees and with a further fine which may extend to one thousand rupees for every day after the first during which such contravention continues.

(6)A One Person company can get itself converted into a Private or Public company after increasing the minimum number of members and directors to two or minimum of seven members and two or three directors as the case may be, and by maintaining the minimum paid-up capital as per requirements of the Act for such class of company and by making due compliance of section 18 of the Act for conversion.

(1)A private company other than a company registered under section 8 of the Act [having paid up share capital of fifty lakhs rupees or less and average annual turnover during the relevant period] [Substituted by Notification No. G.S.R. 349(E), dated 1.5.2015 (w.e.f. 31.3.2014).] is two crore rupees or less may convert itself into one person company by passing a special resolution in the general meeting.

(2)Before passing such resolution, the company shall obtain No objection in writing from members and creditors.

(3)The one person company shall file copy of the special resolution with the Registrar of Companies within thirty days from the date of passing such resolution in Form No. MGT.14.

(4)The company shall file an application in Form No.INC.6 for its conversion into One Person Company along with fees as provided in in the Companies (Registration offices and fees) Rules, 2014, by attaching the following documents, namely:-

(i)The directors of the company shall give a declaration by way of affidavit duly sworn in confirming that all members and creditors of the company have given their consent for conversion, the paid up share capital company is fifty lakhs rupees or less or average annual turnover is less than two crores rupees, as the case may be;

(ii)the list of members and list of creditors;

(iii)the latest Audited Balance Sheet and the Profit and Loss Account; and

(iv)the copy of No Objection letter of secured creditors.

(5)On being satisfied and complied with requirements stated herein the Registrar shall issue the Certificate.

- If a One Person Company or any officer of such company contravenes any of the provisions of these rules, the One Person Company or any officer of the such Company shall be punishable. with fine which may extend to five thousand rupees and with a further fine which may extend to five hundred rupees for every day after the first offence during which such contravention continues;]

(1)A name applied for shall be deemed to resemble too nearly with the name of an existing company, if, and only if, after comparing the name applied for with the name of an existing company by disregarding the matters set out in sub-rule (2), the names are same.

(2)The following matters are to be disregarded while comparing the names under sub-rule (1): -

(a)the words like Private, Pvt, Pvt., (P), OPC Pvt. Ltd., IFSC Limited, IFSC Pvt. Limited, Producer Limited, Limited, Unlimited, Ltd, Ltd., LLP, Limited Liability Partnership, company, and company, & co, & co., co., co, corporation, corp, corpn, corp or group;

(b)the plural or singular form of words in one or both names;

A. Illustrations

(i)Green Technology Ltd. is same as Greens Technology Ltd. and Greens Technologies Ltd.

(ii)Pratap Technology Ltd. is same as Prataps Technology Ltd. and Prataps Technologies Ltd.

(iii)SM Computers Ltd. is not same as SMS Computers Ltd.

(c)type and case of letters, spacing between letters, punctuation marks and special characters used in one or both names;

B. Illustrations

(i)ABC Ltd. is same as A.B.C. Ltd. and A B C Ltd.

(ii)TeamWork Ltd. is same as Team@Work Ltd. and Team-Work Ltd.

(d)use of different tenses in one or both names ;

C. Illustrations

(i)Ascend Solutions Ltd. is same as Ascended Solutions Ltd. and Ascending Solutions Ltd.

(ii)Speak English Solutions Limited is same as Spoken English Solutions Limited.

(e)use of different phonetic spellings including use of misspelled words of an expression;

D. Illustrations

(i)Chemtech Ltd. is same as Chemtec Ltd., Chemtek Ltd., Cemtech Ltd., Cemtek Ltd., Kemtech Ltd., and Kemtek Ltd.

(ii)Bee Kay Ltd is same as BK Ltd, Be Kay Ltd., B Kay Ltd., Bee K Ltd., B.K. Ltd. and Beee Kay Ltd.

(f)use of host name such as 'www' or a domain extension such as 'net', 'org', 'dot' or 'com' in one or both names;

E. Illustrations

(i)Ultra Solutions Ltd. is same as Ultrasolutions.com Ltd.

(ii)Supreme Ultra Solutions Ltd. is not the same as Ultrasolutions.com Ltd.

(g)the order of words in the names;

F. Illustrations

(i)Ravi Builders and Contractors Ltd. is same as Ravi Contractors and Builders Ltd.

(ii)Ravi Builders and Contractors Limited is not the same as Ravi Shankar Builders and Contractors Limited.

(h)use of the definite or indefinite article in one or both names;

G. Illustrations

(i)Congenial Tours Ltd. is same as A Congenial Tours Ltd. and The Congenial Tours Ltd.

(ii)Isha Industries Limited is not the same as Anisha Industries Limited.

(i)a slight variation in the spelling of the two names including a grammatical variation thereof;

H. Illustrations

(i)Color Technologies Ltd. is same as Colour Technologies Ltd.

(ii)Disc Solutions Ltd. is same as Disk Solutions Ltd. but it is not same as Disco Solutions Ltd.

(j)complete translation or transliteration, and not part thereof, of an existing name, in Hindi or in English;

I. Illustrations

(i)National Electricity Corporation Ltd. is same as Rashtriya Vidyut Nigam Ltd.

(ii)Hike Construction Ltd. is not the same as Hike Nirman Ltd.

(k)addition of the name of a place to an existing name, which does not contain the name of any place;

J. Illustrations

(i)If Salvage Technologies Ltd. is an existing name, it is same as Salvage Technologies Delhi Ltd and Salvage Delhi Technologies Ltd.

(ii)Retro Pharmaceuticals Ranchi Ltd. is not the same as Retro Pharmaceuticals Chennai Ltd.

(l)addition, deletion, or modification of numerals or expressions denoting numerals in an existing name, unless the numeral represents any brand;

K. Illustrations

(i)Thunder Services Ltd is same as Thunder11 Services Ltd and One Thunder Services Ltd

(ii)Style Garments11 Ltd. is same as Style Garments Ltd and Style 12 Garments Ltd.

(iii)One 11 Power Equipment Ltd is not the same as One Power Equipment Ltd, if One 11 represents a brand:

Provided that clauses (f) to (h) and clauses (k) and (l) shall not be disregarded while comparing the names, if a no objection by way of a Board resolution has been provided by an existing company.

(1)The name shall be considered undesirable, if -

(a)it is prohibited under the provisions of section 3 of the Emblems and Names (Prevention and Improper Use) Act, 1950 (12 of 1950), unless a previous permission has been obtained under that Act;

(b)save as provided in section 35 of the Trade Marks Act, 1999 (47 of 1999), the name includes a trade mark registered under the Trade Marks Act, 1999 and the rules framed thereunder in the same class of goods or services in which the activity of the company is being carried out or is proposed to be carried out, unless the consent of the owner [***] [Omitted 'or applicant for registration,' by Notification No. G.S.R. 793(E), dated 16.10.2019 (w.e.f. 31.3.2014).] of the trade mark, as the case may be, has been obtained and produced by the promoters;

(c)it includes any word or words which are offensive to any section of the people;

(d)the proposed name is identical with or too nearly resembles the name of a limited liability partnership:

Provided that the provisions of rule 8 shall apply mutatis mutandis while determining whether a proposed name is too nearly resembling the name of a limited liability partnership;

(e)the proposed name is identical with or too nearly resembles with a name which is for the time being reserved in accordance with rule 9:

Provided that the provisions of rule 8 shall apply mutatis mutandis while determining whether a proposed name is too nearly resembling with a reserved name;

(f)the company's main business is financing, leasing, chit fund, investments, securities or combination thereof, but the proposed name is not indicative of such related financial activities, viz., Chit Fund or Investment or Loan, etc.;

(g)the company's name is indicative of activities financing, leasing, chit fund, investments, securities or combination thereof, but the companys main business is not related to such activities;

(h)it resembles closely the popular or abbreviated description of an existing company or limited liability partnership;

(i)the proposed name is identical with or too nearly resembles the name of a company or limited liability partnership incorporated outside India and reserved by such company or limited liability partnership with the Registrar:

Provided that if a foreign company is incorporating its subsidiary company in India, then the original name of the holding company as it is may be allowed with the addition of word India or name of any Indian State or city, if otherwise available:Provided further that provisions of rule 8 shall apply mutatis mutandis while determining whether a proposed name is too nearly resembling the name of a company or limited liability partnership incorporated outside India;

(j)any part of the proposed name includes the words indicative of a separate type of business constitution or legal person or any connotation thereof e.g. co-operative, sehkari, trust, LLP, partnership, society, proprietor, HUF, firm, Inc., PLC, GmbH, SA, PTE, Sdn, AG, etc.;

Explanation. - For the purposes of this clause, it is hereby clarified that the name including phrase 'Electoral Trust' may be allowed for registration of companies to be formed under section 8 of the Act, in accordance with the Electoral Trusts Scheme, 2013 notified by the Central Board of Direct Taxes (CBDT):Provided that name application is accompanied with an affidavit to the effect that the name to be obtained shall be only for the purpose of registration of companies under the said Electoral Trust Scheme as notified by the Central Board of Direct Taxes;

(k)the proposed name contains the words 'British India';

(l)the proposed name implies association or connection with an embassy or consulate of a foreign government;

(m)the proposed name includes or implies association or connection with or patronage of a national hero or any person held in high esteem or important personages who occupied or are occupying important positions in the Government;

(n)the proposed name is identical to the name of a company dissolved as a result of liquidation proceeding and a period of two years has not elapsed from the date of such dissolution:

Provided that if the proposed name is identical with the name of a company which is struck off in pursuance of action under section 248 of the Act or under section 560 of the Companies Act, 1956 (1 of 1956) then the same shall not be allowed before the expiry of twenty years from the date of publication in the Official Gazette being so struck off;

(o)it is identical with the name of a limited liability partnership in liquidation or the name of a limited liability partnership which is struck off up to a period of five years;

(p)the proposed name include words such as 'Insurance', 'Bank', 'Stock Exchange', 'Venture Capital', 'Asset Management', 'Nidhi', 'Mutual Fund', etc., unless a declaration is submitted by the applicant that the requirements mandated by the respective regulator, such as IRDA, RBI, SEBI, MCA, etc. have been complied with by the applicant;

(q)the proposed name includes the word "State", in case the company is not a Government company;

(r)the proposed name is containing only the name of a continent, country, State, city such as Asia limited, Germany Limited, Haryana Limited or Mysore Limited;

(s)Use of descriptive names, where the name merely consists of commonly used words to describe an activity.

Explanation. - For the purposes of this clause, -

(A)the term "commonly used words" refers to use of generic expressions which may be used by any other company to describe its trade;

(B)while determining whether a name is descriptive or not, the objects of the proposed company or the order of words appearing in a name shall not be relevant;

(C)the name shall not be deemed to be descriptive where "commonly used words" are used in addition to other words in the name;

A. Illustrations

(i)The names Silk Manufacturers Private Limited and Manufacturers Silk Ltd. are descriptive names as they merely describe an activity which may also be carried out by any other company and the order of the words is not relevant while determining a descriptive name.

(ii)The names Computer World Ltd., Food Star Ltd., Tour Hub Ltd or House of Chocolate Ltd are not descriptive as the names do not merely consist of commonly used words.

(iii)The names Technical Vista Ltd or Vista Technical are not descriptive as the names do not merely consist of commonly used words and the order of the words is not relevant while determining whether a name is descriptive.

(iv)The name Drinking Water Plant Ltd. is a descriptive name, even if the object of the company is not related to making drinking water plant as it consists of commonly used words and objects of the proposed company is not relevant while determining whether a name is descriptive.

(v)The name Silk Wise Manufacturers Private Limited is not descriptive as it contains words other than commonly used words.

(t)the proposed name includes name of any foreign country or any city in a foreign country, the same shall be allowed if the applicant produces any proof of significance of business relations with such foreign country like memorandum of understanding with a company of such country:

Provided that the name combining the name of a foreign country with the use of India like India Japan or Japan India shall be allowed if, there is a government to government participation or patronage and no company shall be incorporated using the name of an enemy country.Explanation. - For the purposes of this clause, 'enemy country' means so declared by the Government of India from time to time.

(u)the proposed name of a section 8 company under the Act does not include the words Foundation, Forum, Association, Federation, Chambers, Confederation, Council, Electoral Trust and the like, etc.

(v)the proposed name of a Nidhi company under the Act does not have the last words "Nidhi Limited" as a part of its name.

(w)the proposed name has been released from the register of companies upon change of name of a company and three years have not elapsed since the date of change unless a specific direction has been received from the competent authority in the course of compromise, arrangement or amalgamation.

(2)The applicant shall declare in affirmative or negative (to affirm or deny) whether he is using or has been using in the last five years, the name applied for incorporation of company or LLP in any other business constitution like Sole proprietor or Partnership or any other incorporated or unincorporated entity and if, yes details thereof and No Objection Certificate from other partners and associates for use of such name by the proposed Company or LLP, as the case may be, and also a declaration as to whether such other business shall be taken over by the proposed company or LLP or not.

- In terms clause (b) of sub-section (3) of section 4, the following words and combinations thereof shall not be used in the name of a company in English or any of the languages depicting the same meaning unless the previous approval of the Central Government has been obtained for the use of any such word or expression: -

(a)Board;

(b)Commission;

(c)Authority;

(d)Undertaking;

(e)National;

(f)Union;

(g)Central;

(h)Federal;

(i)Republic;

(j)President;

(k)Rashtrapati;

(l)Small Scale Industries;

(m)Khadi and Village Industries Corporation;

(n)Financial Corporation and the like;

(o)Municipal;

(p)Panchayat;

(q)Development Authority;

(r)Prime Minister or Chief Minister;

(s)Minister;

(t)Nation;

(u)Forest corporation;

(v)Development Scheme;

(w)Statute or Statutory;

(x)Court or Judiciary;

(y)Governor;

(z)the use of word Scheme with the name of Government (s), State, India, Bharat or any Government authority or in any manner resembling with the schemes launched by Central, State or local Governments and authorities; and

(za)Bureau.]

- An application for reservation of name shall be made through the web service available at www.mca.gov.in by using form RUN (Reserve Unique Name) along with fee as provided in the Companies (Registration offices and fees) Rules, 2014, which may either be approved or rejected, as the case may be, by the Registrar, Central Registration Centre after allowing re-submission of such application within fifteen days for rectification of the defects, if any.]

- Where the articles contain the provisions for entrenchment, the company shall give notice to the Registrar of such provisions in Form No.INC.2 or [***] [Omitted 'Form No.INC.7' by Notification No. G.S.R. 49(E), dated 20.1.2018 (w.e.f. 31.3.2014)], or Form No. INC-32(SPICe) as the case may be, along with the fee as provided in the Companies (Registration offices and fees) Rules, 2014 at the time of incorporation of the company or in case of existing companies, the same shall be filed in Form No.MGT.14 within thirty days from the date of entrenchment of the articles, as the case may be, along with the fee as provided in the Companies (Registration offices and fees) Rules, 2014.

The model articles as prescribed in Table F, G, H, I and J of Schedule I may be adopted by a company as may be applicable to the case of the company, either in totality or otherwise.

- An application for registration of a company shall be filed with the Registrar within whose jurisdiction the registered office of the company is proposed to be situated in Form No. INC-32 (SPICe) along with the fee as provided under the Companies (Registration offices and fees) Rules, 2014.Provided that in case pursuing of any of the objects of a company requires registration or approval from sectoral regulators such as the Reserve Bank of India, the Securities and Exchange Board, registration or approval, as the case may be from such regulator shall be obtained by the proposed company before pursuing such object and a declaration in this behalf shall be submitted at the stage of incorporation of the company]

- The Memorandum and Articles of Association of the company shall be signed in the following manner, namely:-

(1)The memorandum and articles of association of the company shall be signed by each subscriber to the memorandum, who shall add his name, address, description and occupation, if any, in the presence of at least one witness who shall attest the signature and shall likewise sign and add his name, address, description and occupation, if any and the witness shall state that "I witness to subscriber/subscriber(s), who has/have subscribed and signed in my presence (date and place to be given); further I have verified his or their Identity Details (ID) for their identification and satisfied myself of his/her/their identification particulars as filled in"

(2)Where a subscriber to the memorandum is illiterate, he shall affix his thumb impression or mark which shall be described as such by the person, writing for him, who shall place the name of the subscriber against or below the mark and authenticate it by his own signature and he shall also write against the name of the subscriber, the number of shares taken by him.[Explanation. - For the purposes of sub-rule (1) and Sub-rule (2), the type written or printed particulars of the subscribers and witnesses shall be allowed as if it is written by the subscriber and witness respectively so long as the subscriber and the witness as the case may be appends his or her signature or thumb impression, as the case may be.] [Inserted by Notification No. G.S.R. 743(E), dated 27.7.2016 (w.e.f. 31.3.2014).]

(3)Such person shall also read and explain the contents of the memorandum and articles of association to the subscriber and make an endorsement to that effect on the memorandum and articles of association.

(4)Where the subscriber to the memorandum is a body corporate, the memorandum and articles of association shall be signed by director, officer or employee of the body corporate duly authorized in this behalf by a resolution of the board of directors of the body corporate and where the subscriber is a Limited Liability Partnership, it shall be signed by a partner of the Limited Liability Partnership, duly authorized by a resolution approved by all the partners of the Limited Liability Partnership:Provided that in either case, the person so authorized shall not, at the same time, be a subscriber to the memorandum and articles of Association.

(5)Where subscriber to the memorandum is a foreign national residing outside India-

(a)in a country in any part of the Commonwealth, his signatures and address on the memorandum and articles of association and proof of identity shall be notarized by a Notary (Public) in that part of the Commonwealth.

(b)in a country which is a party to the Hague Apostille Convention, 1961, his signatures and address on the memorandum and articles of association and proof of identity shall be notarized before the Notary (Public) of the country of his origin and be duly apostillised in accordance with the said Hague Convention.

(c)in a country outside the Commonwealth and which is not a party to the Hague Apostille Convention, 1961, his signatures and address on the memorandum and articles of association and proof of identity, shall be notarized before the Notary (Public) of such country and the certificate of the Notary (Public) shall be authenticated by a Diplomatic or Consular Officer empowered in this behalf under section 3 of the Diplomatic and Consular Officers (Oaths and Fees) Act, 1948 (40 of 1948) or, where there is no such officer by any of the officials mentioned in section 6 of the Commissioners of Oaths Act, 1889 (52 and 53 Vic.C.10), or in any Act amending the same;

(d)visited in India and intended to incorporate a company, in such case the incorporation shall be allowed if, he/she is having a valid Business Visa.

Explanation. - For the purposes of this clause, it is hereby clarified that, in case of Person is of Indian Origin or Overseas Citizen of India, requirement of business Visa shall not be applicable.

- For the purposes of clause (b) of sub-section (1) of section 7, the declaration by an advocate, a Chartered Accountant, Cost accountant or Company Secretary in practice shall be in Form No. INC.8.Explanation. (i) "chartered accountant" means a chartered accountant as defined in clause (b) of sub section 1 of section 2 of the Chartered Accountants Act, 1949 (ii) "Cost Accountant" means a cost accountant as defined in clause (b) of subsection (1) of section 2 of the Cost and Works Accountants Act, 1959 and (iii) "company secretary" means a "company secretary" or "secretary" means as defined in clause (c) of sub-section (1) of section 2 of the Company Secretaries Act, 1980.

- For the purposes of clause (c) of sub-section (1) of section 7, the declaration shall be submitted by each of the subscribers to the memorandum and each of the first directors named in the articles in Form No.INC-9.]

(1)The following particulars of every subscriber to the memorandum shall be filed with the Registrar-

(a)Name (including surname or family name) and recent Photograph affixed and scan with MOA and AOA:

(b)Father's/ Mother's/ name:

(c)Nationality:

(d)Date of Birth:

(e)Place of Birth (District and State):

(f)Educational qualification:

(g)Occupation:

(h)Income-tax permanent account number:

(i)Permanent residential address and also Present address (Time since residing at present address and address of previous residence address (es) if stay of present address is less than one year) similarly the office/business addresses :

(j)Email id of Subscriber;

(k)Phone No. of Subscriber;

(l)Fax no. of Subscriber (optional)

Explanation. - information related to (i) to (l) shall be of the individual subscriber and not of the professional engaged in the incorporation of the company;

(m)Proof of Identity:

[Explanation. - In case the subscriber is already holding a valid Din, and the Particulars provided therein have been updated as on the date of application, and the declaration to this effect is given in the application, the proof of identity and residence need not be attached.] [Inserted by Notification No. G.S.R. 743(E), dated 27.7.2016 (w.e.f. 31.3.2014.)]For Indian Nationals:PAN Card (mandatory) and any one of the followingVoter's identity cardPassport copyDriving License copyUnique Identification Number (UIN)For Foreign nationals and Non Resident IndiansPassport

(n)Residential proof such as Bank Statement, Electricity Bill, Telephone/ Mobile Bill:

Provided that Bank statement Electricity bill, Telephone or Mobile bill shall not be more than two months old;

(o)Proof of nationality in case the subscriber is a foreign national.

(p)If the subscriber is already a director or promoter of a company(s), the particulars relating to-

(i)Name of the company;

(ii)Corporate Identity Number;

(iii)Whether interested as a director or promoter;

[***] [Omitted '(q) the promoter or first director shall self attest his signature and latest photograph in Form No. INC. 10.' by Notification No. G.S.R. 743(E), dated 27.7.2016 (w.e.f. 31.3.2014).]

(2)Where the subscriber to the memorandum is a body corporate, then the following particulars shall be filed with the Registrar-

(a)Corporate Identity Number of the Company or Registration number of the body corporate, if any

(b)GLN, if any;

(c)the name of the body corporate

(d)the registered office address or principal place of business;

(e)E-mail Id;

(f)if the body corporate is a company, certified true copy of the board resolution specifying inter alia the authorization to subscribe to the memorandum of association of the proposed company and to make investment in the proposed company, the number of shares proposed to be subscribed by the body corporate, and the name, address and designation of the person authorized to subscribe to the Memorandum;

(g)if the body corporate is a limited liability partnership [***] [Omitted 'or partnership firm' by Notification No. G.S.R. 743(E), dated 27.7.2016 (w.e.f. 31.3.2014).], certified true copy of the resolution agreed to by all the partners specifying inter alia the authorization to subscribe to the memorandum of association of the proposed company and to make investment in the proposed company, the number of shares proposed to be subscribed in the body corporate, and the name of the partner authorized to subscribe to the Memorandum;

(h)the particulars as specified above for subscribers in terms of clause (e) of sub- section (1) of section 7 for the person subscribing for body corporate;

(i)in case of foreign bodies corporate, the details relating to-

(i)the copy of certificate of incorporation of the foreign body corporate; and

(ii)the registered office address.

- The particulars of each person mentioned in the articles as first director of the company and his interest in other firms or bodies corporate along with his consent to act as director of the company shall be filed in Form No.DIR.12 along with the fee as provided in the Companies (Registration offices and fees) Rules, 2014.

- The Certificate of Incorporation shall be issued by the Registrar in Form No. INC-11 and the Certificate of Incorporation shall mention permanent account number of the company where it is issued by the Income-tax Department.]

(1)A person or an association of persons (hereinafter referred to in this rule as "the proposed company"), desirous of incorporating a company with limited liability under sub-section (1) of section 8 without the addition to its name of the word "Limited", or as the case may be, the words "Private Limited", shall make an application in [Form INC-32 (SPICe)] [Substituted 'Form No.INC.12' by Notification No. G.S.R. 411(E), dated 7.6.2019 (w.e.f. 31.3.2014).] along with the fee as provided in the Companies (Registration offices and fees) Rules, 2014 to the Registrar for a license under sub-section (1) of section 8.

(2)The memorandum of association of the proposed company shall be in Form No.INC.13.

(3)The application under sub-rule (1) shall be accompanied by the following documents, namely:-

(a)[the memorandum] [Substituted 'the draft memorandum' by Notification No. G.S.R. 411(E), dated 7.6.2019 (w.e.f. 31.3.2014).] and articles of association of the proposed company;

(b)the declaration in Form No.INC.14 by an Advocate, a Chartered Accountant, Cost Accountant or Company Secretary in practice, that [the memorandum] [Substituted 'the draft memorandum' by Notification No. G.S.R. 411(E), dated 7.6.2019 (w.e.f. 31.3.2014).] and articles of association have been drawn up in conformity with the provisions of section 8 and rules made thereunder and that all the requirements of the Act and the rules made thereunder relating to registration of the company under section 8 and matters incidental or supplemental thereto have been complied with;

(c)an estimate of the future annual income and expenditure of the company for next three years, specifying the sources of the income and the objects of the expenditure;

(d)the declaration by each of the persons making the application in Form No. INC.15.

(1)A limited company registered under this Act or under any previous company law, with any of the objects specified in clause (a) of sub-section (1) of section 8 and the restrictions and prohibitions as mentioned respectively in clause (b) and (c) of that sub-section, and which is desirous of being registered under section 8, without the addition to its name of the word "Limited" or as the case may be, the words "Private Limited", shall make an application in Form No.INC.12 along with the fee as provided in the Companies (Registration offices and fees) Rules, 2014 to the Registrar for a licence under sub-section (5) of section 8.

(2)The application under sub-rule (1), shall be accompanied by the following documents, namely:-

(a)the memorandum and articles of association of the company;

(b)the declaration as given in Form No.INC.14 by an Advocate, a Chartered accountant, Cost Accountant or Company Secretary in Practice, that the memorandum and articles of association have been drawn up in conformity with the provisions of section 8 and rules made thereunder and that all the requirements of the Act and the rules made thereunder relating to registration of the company under section 8 and matters incidental or supplemental thereto have been complied with;

(c)For each of the two financial years immediately preceding the date of the application, or when the company has functioned only for one financial year, for such year (i) the financial statements, (ii) the Board's reports, and (iii) the audit reports, relating to existing companies

(d)a statement showing in detail the assets (with the values thereof), and the liabilities of the company, as on the date of the application or within thirty days preceding that date;

(e)an estimate of the future annual income and expenditure of the company for next three years, specifying the sources of the income and the objects of the expenditure;

(f)the certified copy of the resolutions passed in general/ board meetings approving registration of the company under section 8; and

(g)a declaration by each of the persons making the application in Form No.INC.15.

(2)The company shall, within a week from the date of making the application to the Registrar, publish a notice at his own expense, and a copy of the notice, as published, shall be sent forthwith to the Registrar and the said notice shall be in Form No. INC.26 and shall be published-

(a)at least once in a vernacular newspaper in the principal vernacular language of the district in which the registered office of the proposed company is to be situated or is situated, and circulating in that district, and at least once in English language in an English newspaper circulating in that district; and

(b)on the websites as may be notified by the Central Government.

(4)The Registrar may require the applicant to furnish the approval or concurrence of any appropriate authority, regulatory body, department or Ministry of the Central Government or the State Government(s).

(5)The Registrar shall, after considering the objections, if any, received by it within thirty days from the date of publication of notice, and after consulting any authority, regulatory body, Department or Ministry of the Central Government or the State Government(s), as it may, in its discretion, decide whether the license should or should not be granted.

(6)The license shall be in Form No.INC.16. or Form No.INC.17, as the case may be, and the Registrar shall have power to include in the licence such other conditions as may be deemed necessary by him.

(7)The Registrar may direct the company to insert in its memorandum, or in its articles, or partly in one and partly in the other, such conditions of the license as may be specified by the Registrar in this behalf.

(1)A company registered under section 8 which intends to convert itself into a company of any other kind shall pass a special resolution at a general meeting for approving such conversion.

(2)The explanatory statement annexed to the notice convening the general meeting shall set out in detail the reasons for opting for such conversion including the following, namely:-

(a)the date of incorporation of the company;

(b)the principal objects of the company as set out in the memorandum of association;

(c)the reasons as to why the activities for achieving the objects of the company cannot be carried on in the current structure i.e. as a section 8 company;

(d)if the principal or main objects of the company are proposed to be altered, what would be the altered objects and the reasons for the alteration;

(e)what are the privileges or concessions currently enjoyed by the company, such as tax exemptions, approvals for receiving donations or contributions including foreign contributions, land and other immovable properties, if any, that were acquired by the company at concessional rates or prices or gratuitously and, if so, the market prices prevalent at the time of acquisition and the price that was paid by the company, details of any donations or bequests received by the company with conditions attached to their utilization etc.

(f)details of impact of the proposed conversion on the members of the company including details of any benefits that may accrue to the members as a result of the conversion.

(2)A certified true copy of the special resolution along with a copy of the Notice convening the meeting including the explanatory statement shall be filed with the Registrar in Form No.MGT.14 along with the fee

(3)The company shall file an application in Form No.INC.18 with the Regional Director with the fee along with a certified true copy of the special resolution and a copy of the Notice convening the meeting including the explanatory statement for approval for converting itself into a company of any other kind and the company shall also attach the proof of serving of the notice served to all the authorities mentioned in sub-rule (2) of rule 22.

(4)A copy of the application with annexures as filed with the Regional Director shall also be filed with the Registrar.

(1)The company shall, within a week from the date of submitting the application to the Regional Director, publish a notice at its own expense, and a copy of the notice, as published, shall be sent forthwith to the Regional Director and the said notice shall be in Form No. INC.19 and shall be published-

(a)at least once in a vernacular newspaper in the principal vernacular language of the district in which the registered office of the company is situated, and having a wide circulation in that district, and at least once in English language in an English newspaper having a wide circulation in that district; and

(b)on the website of the company, if any, and as may be notified or directed by the Central Government.

(2)The company shall send a copy of the notice, simultaneously with its publication, together with a copy of the application and all attachments by registered post or hand delivery, to the Chief Commissioner of Income Tax having jurisdiction over the company, Income Tax Officer who has jurisdiction over the company, the Charity Commissioner, the Chief Secretary of the State in which the registered office of the company is situated, any organization or Department of the Central Government or State Government or other authority under whose jurisdiction the company has been operating and if any of these authorities wish to make any representation to Regional Director, it shall do so within sixty days of the receipt of the notice, after giving an opportunity to the Company.

(3)The copy of proof of serving such notice shall be attached to the application.

(4)The Board of directors shall give a declaration to the effect that no portion of the income or property of the company has been or shall be paid or transferred directly or indirectly by way of dividend or bonus or otherwise to persons who are or have been members of the company or to any one or more of them or to any persons claiming through any one or more of them.

(4a)Where the company has obtained any special status, privilege, exemption, benefit or grant(s) from any authority such as Income Tax Department, Charity Commissioner or any organization or Department of Central Government, State Government, Municipal Body or any recognized authority, a "No Objection Certificate" must be obtained, if required under the terms of the said special status, privilege, exemption, benefit or grant(s) from the concerned authority and filed with the Regional Director, along with the application.

(5)The company should have filed all its financial statements and Annual Returns upto the financial year preceding the submission of the application to the Regional Director and all other returns required to be filed under the Act up to the date of submitting the application to the Regional Director and in the event the application is made after the expiry of three months from the date of preceding financial year to which the financial statement has been filed, a statement of the financial position duly certified by chartered accountant made up to a date not preceding thirty days of filing the application shall be attached.

(6)The company shall attach with the application a certificate from practicing Chartered Accountant or Company Secretary in practice or Cost Accountant in practice certifying that the conditions laid down in the Act and these rules relating to conversion of a company registered under section 8 into any other kind of company, have been complied with.

(7)The Regional Director may require the applicant to furnish the approval or concurrence of any particular authority for grant of his approval for the conversion and he may also obtain the report from the Registrar

(8)On receipt of the application, and on being satisfied , the Regional Director shall issue an order approving the conversion of the company into a company of any other kind subject to such terms and conditions as may be imposed in the facts and circumstances of each case including the following conditions, namely;-

(a)the company shall give up and shall not claim, with effect from the date its conversion takes effect, any special status, exemptions or privileges that it enjoyed by virtue of having been registered under the provisions of section 8;

(b)if the company had acquired any immovable property free of cost or at a concessional cost from any government or authority, it may be required to pay the difference between the cost at which it acquired such property and the market price of such property at the time of conversion either to the government or to the authority that provided the immovable property;

(c)any accumulated profit or unutilised income of the company brought forward from previous years shall be first utilized to settle all outstanding statutory dues, amounts due to lenders claims of creditors, suppliers, service providers and others including employees and lastly any loans advanced by the promoters or members or any other amounts due to them and the balance, if any, shall be transferred to the Investor Education and Protection Fund within thirty days of receiving the approval for conversion;

(9)Before imposing the conditions or rejecting the application, the company shall be given a reasonable opportunity of being heard by the Regional Director

(10)On receipt of the approval of the Regional Director,

(i)the company shall convene a general meeting of its members to pass a special resolution for amending its memorandum of association and articles of association as required under the Act consequent to the conversion of the section 8 company into a company of any other kind;

(ii)the Company shall thereafter file with the Registrar. -

(a)a certified copy of the approval of the Regional Director within thirty days from the date of receipt of the order in Form No.INC.20 along with the fee;

(b)amended memorandum of association and articles of association of the company.

(c)a declaration by the directors that the conditions, if any imposed by the Regional Director have been fully complied with.

(11)On receipt of the documents referred to in sub rule (10) above, the Registrar shall register the documents and issue the fresh Certificate of Incorporation.

- Where the licence granted to a company registered under section 8 has been revoked, the company shall apply to the Registrar in Form No.INC.20 along with the fee to convert its status and change of name accordingly.

- The declaration under section 10A by a director shall be in Form No.INC-20A and shall be filed as provided in the Companies (Registration Offices and Fees) Rules, 2014 and the contents of the said form shall be verified by a Company Secretary or a Chartered Accountant or a Cost Accountant, in practice:Provided that in the case of a company pursuing objects requiring registration or approval from any sectoral regulators such as the Reserve Bank of India, Securities and Exchange Board of India, etc., the registration or approval, as the case may be from such regulator shall also be obtained and attached with the declaration.]

* * *]

24. Declaration at the time of commencement of business.- The declaration filed by a director shall be in Form No.INC.21 along with the fee as and the contents of the form shall be verified by a Company Secretary in practice or a Chartered Accountant or a Cost Accountant in practice:Provided that in the case of a company requiring registration from sectoral regulators such as Reserve Bank of India, Securities and Exchange Board of India etc, the approval from such regulator shall be required.

(1)The verification of the registered office shall be filed in Form No.INC.22 along with the fee, and

(2)There shall be attached to said Form, any of the following documents, namely :-

(a)the registered document of the title of the premises of the registered office in the name of the company; or

(b)the notarized copy of lease or rent agreement in the name of the company along with a copy of rent paid receipt not older than one month;

(c)the authorization from the owner or authorized occupant of the premises along with proof of ownership or occupancy authorization, to use the premises by the company as its registered office; and

(d)the proof of evidence of any utility service like telephone, gas, electricity, etc. depicting the address of the premises in the name of the owner or document, as the case may be, which is not older than two months.

(1)Every company incorporated on or before the 31st December, 2017 shall file the particulars of the company and its registered office, in e-Form ACTIVE (Active Company Tagging Identities and Verification) [on or before 15.06.2019].Provided that any company which has not filed its due financial statements under section 137 or due annual returns under section 92 or both with the Registrar shall be restricted from filing e-Form-ACTIVE, unless such company is under management dispute and the Registrar has recorded the same on the register:Provided further that companies which have been struck off or are under process of striking off or under liquidation or amalgamated or dissolved, as recorded in the register, shall not be required to file e-Form Active:Provided also that in case a company does not intimate the said particulars, the Company shall be marked as "Active-non-compliant" [on or after 16th June, 2019] [Substituted 'on or after 26th April, 2019' by Notification No. G.S.R. 330(E), dated 25.4.2019 (w.e.f. 31.3.2014).] and shall be liable for action under sub-section (9) of section 12 of the Act:Provided also that no request for recording the following event based information or changes shall be accepted by the Registrar from such companies marked as "Active-non-compliant", unless "e-Form Active" is filed -

(i)SH-07 (Change in Authorized Capital);

(ii)PAS-03 (Change in Paid-up Capital);

(iii)[ DIR-12 (changes in Director except in case of: [Substituted by Notification No. G.S.R. 793(E), dated 16.10.2019 (w.e.f. 31.3.2014).]

(a)cessation of any director or

(b)appointment of directors in such company where the total number of directors are less than the minimum number provided in clause (a) of sub-section (1) of section 149 on account of disqualification of all or any of the director under section 164.

(c)appointment of any director in such company where DINs of all or any its director(s) have been deactivated.

(d)appointment of director(s) for implementation of the order passed by the Court or Tribunal or Appellate Tribunal under the provisions of this Act or under the Insolvency and Bankruptcy Code, 2016).]

(iv)INC-22 (Change in Registered Office);

(v)INC-28 (Amalgamation, de-merger)

(2)Where a company files "e-Form Active", [on or after 16th June, 2019] [Substituted 'on or after 26th April, 2019' by Notification No. G.S.R. 330(E), dated 25.4.2019 (w.e.f. 31.3.2014).], the company shall be marked as "Active Compliant', on payment of fee of ten thousand rupees]

- Every company which has a website for conducting online business or otherwise, shall disclose/publish its name, address of its registered office, the Corporate identity Number, Telephone number, fax number if any, email and the name of the person who may be contacted in case of any queries or grievances on the landing/home page of the said website.

(2)The Central Government may as and when required, notify the other documents on which the name of company shall be printed.]

- The notice of change of the situation of the registered office and verification thereof shall be filed in Form No.INC.22 along with the fee and shall be attached to the said form, the similar documents and manner of verification as are specified for verification of Registered office on incorporation in terms of sub-section (2) of section 12.

(1)An application seeking confirmation from the Regional Director for shifting the registered office within the same State from the jurisdiction of one Registrar of Companies to the jurisdiction of another Registrar of Companies, shall be filed by the company with the Regional Director in Form No. INC. 23 along with the fee and following documents, -

(a)Board Resolution for shifting of registered office;

(b)Special Resolution of the members of the company approving the shifting of registered office;

(c)a declaration given by the Key Managerial Personnel or any two directors authorised by the Board, that the company has not defaulted in payment of dues to its workmen and has either the consent of its creditors for the proposed shifting or has made necessary provision for the payment thereof;

(d)a declaration not to seek change in the jurisdiction of the Court where cases for prosecution are pending;

(e)acknowledged copy of intimation to the Chief Secretary of the State as to the proposed shifting and that the employees interest is not adversely affected consequent to proposed shifting.]

(2)[ The Regional Director shall examine the application referred to in sub-rule (1) and the application may be put up for orders without hearing and the order either approving or rejecting the application shall be passed within fifteen days of the receipt of application complete in all respects.

(3)The certified copy of order of the Regional Director, approving the alternation of memorandum for transfer of registered office company within the same State, shall be filed in Form No. INC-28 along with fee with the Registrar of State within thirty days from the date of receipt of certified copy of the order.] [Inserted by Notification No. G.S.R. 793(E), dated 16.10.2019 (w.e.f. 31.3.2014).]

- [(1) The change of name shall not be allowed to a company which has not filed annual returns or financial statements due for filing with the Registrar or which has failed to pay or repay matured deposits or debentures or interest thereon:Provided that the change of name shall be allowed upon filing necessary documents or payment or repayment of matured deposits or debentures or interest thereon as the case may be.] [Substituted by Notification No. G.S.R. 743(E), dated 27.7.2016 (w.e.f. 31.3.2014).]

(2)An application shall be filed in Form No.INC.24 along with the fee for change in the name of the company and a new certificate of incorporation in Form No.INC.25 shall be issued to the company consequent upon change of name.

(1)An application under sub-section (4) of section 13, for the purpose of seeking approval for alteration of memorandum with regard to the change of place of the registered office from one State Government or Union territory to another, shall be filed with the Central Government in Form No. INC.23 along with the fee and shall be accompanied by the following documents, namely: -

(a)a copy of Memorandum of Association, with proposed alterations;

(b)a copy of the minutes of the general meeting at which the resolution authorising such alteration was passed, giving details of the number of votes cast in favour or against the resolution;

(c)a copy of Board Resolution or Power of Attorney or the executed Vakalatnama, as the case may be.

(2)There shall be attached to the application, a list of creditors and debenture holders, drawn up to the latest practicable date preceding the date of filing of application by not more than one month, setting forth the following details, namely:-

(a)the names and address of every creditor and debenture holder of the company;

(b)the nature and respective amounts due to them in respect of debts, claims or liabilities:

Provided that the list of creditors and debenture holders, accompanied by declaration signed by the Company Secretary of the company, if any, and not less than two directors of the company, one of whom shall be a managing director, where there is one, stating that

(i)they have made a full enquiry into the affairs of the company and, having done so, have concluded that the list of creditors are correct, and that the estimated value as given in the list of the debts or claims payable on a contingency or not ascertained are proper estimates of the values of such debts and claims and that there are no other debts of or claims against the company to their knowledge, and

(ii)no employee shall be retrenched as a consequence of shifting of the registered office from one state to another state and also there shall be an application filed by the company to the Chief Secretary of the concerned State Government or the Union territory.

(3)A duly authenticated copy of the list of creditors shall be kept at the registered office of the company and any person desirous of inspecting the same may, at any time during the ordinary hours of business, inspect and take extracts from the same on payment of a sum not exceeding ten rupees per page to the company.

(4)There shall also be attached to the application a copy of the acknowledgment of service of a copy of the application with complete annexures to the Registrar and Chief Secretary of the State Government or Union territory where the registered office is situated at the time of filing the application.

(5)The company shall, not more than thirty days before the date of filing the application in Form No. INC.23 -

(a)advertise in the Form No. INC.26 in the vernacular newspaper in the principal vernacular language in the district and in English language in an English newspaper [with wide circulation] in the State in which the registered office of the company is situated:

Provided that a copy of advertisement shall be served on the Central Government immediately on its publication.

(b)serve, by registered post with acknowledgment due, individual notice, to the effect set out in clause (a) on each debenture-holder and creditor of the company; and

(c)serve, by registered post with acknowledgment due, a notice together with the copy of the application to the Registrar and to the Securities and Exchange Board of India, in the case of listed companies and to the regulatory body, if the company is regulated under any special Act or law for the time being in force.

(6)There shall be attached to the application a duly authenticated copy of the advertisement and notices issued under sub-rule (5), a copy each of the objection received by the applicant, and tabulated details of responses along with the counter-response from the company received either in the electronic mode or in physical mode in response to the advertisements and notices issued under sub-rule (5).

(7)Where no objection has been received from any person in response to the advertisement or notice under sub-rule (5) or otherwise, the application may be put up for orders without hearing and the order either approving or rejecting the application shall be passed within fifteen days of the receipt of the application.

(8)Where an objection has been received,

(i)the Central Government shall hold a hearing or hearings, as required and direct the company to file an affidavit to record the consensus reached at the hearing, upon executing which, the Central Government shall pass an order approving the shifting, within sixty days of filing the application.

(ii)where no consensus is reached at the hearings the company shall file an affidavit specifying the manner in which objection is to be resolved within a definite time frame, duly reserving the original jurisdiction to the objector for pursuing its legal remedies, even after the registered office is shifted, upon execution of which the Central Government shall pass an order confirming or rejecting the alteration within sixty days of the filing of application.

(9)The order passed by the Central Government confirming the alteration may be on such terms and conditions, if any, as it thinks fit, and may include such order as to costs as it thinks proper:Provided that the shifting of registered office shall not be allowed if any inquiry, inspection or investigation has been initiated against the company or any prosecution is pending against the company under the Act.

(10)On completion of such inquiry, inspection or investigation as a consequence of which no prosecution is envisaged or no prosecution is pending, shifting of registered office shall be allowed.]

30. Shifting of registered office from one State or Union territory to another State.- (1) An application under sub-section (4) of section 13, for the purpose of seeking approval for alteration of memorandum with regard to the change of place of the registered office from one State Government or Union territory to another, shall be filed with the Central Government in Form No. INC.23 along with the fee and shall be accompanied by the following documents, namely:-(a) a copy of the memorandum and articles of association;(b) a copy of the notice convening the general meeting along with relevant Explanatory Statement;(c) a copy of the special resolution sanctioning the alteration by the members of the company;(d) a copy of the minutes of the general meeting at which the resolution authorizing such alteration was passed, giving details of the number of votes cast in favor or against the resolution;(e) an affidavit verifying the application;(f) the list of creditors and debenture holders entitled to object to the application;(g) an affidavit verifying the list of creditors;(h) the document relating to payment of application fee;(i) a copy of board resolution or Power of Attorney or the executed Vakalatnama, as the case may be.(2) There shall be attached to the application, a list of creditors and debenture holders, drawn up to the latest practicable date preceding the date of filing of application by not more than one month, setting forth the following details, namely:-(a) the names and address of every creditor and debenture holder of the company;(b) the nature and respective amounts due to them in respect of debts, claims or liabilities:Provided that the applicant company shall file an affidavit, signed by the Company Secretary of the company, if any and not less than two directors of the company, one of whom shall be a managing director, where there is one, to the effect that they have made a full enquiry into the affairs of the company and, having done so, have formed an opinion that the list of creditors is correct, and that the estimated value as given in the list of the debts or claims payable on a contingency or not ascertained are proper estimates of the values of such debts and claims and that there are no other debts of or claims against the company to their knowledge.(3) There shall also be attached to the application an affidavit from the directors of the company that no employee shall be retrenched as a consequence of shifting of the registered office from one state to another state and also there shall be an application filed by the company to the Chief Secretary of the concerned State Government or the Union territory(4) A duly authenticated copy of the list of creditors shall be kept at the registered office of the company and any person desirous of inspecting the same may, at any time during the ordinary hours of business, inspect and take extracts from the same on payment of a sum not exceeding ten rupees per page to the company.(5) There shall also be attached to the application a copy of the acknowledgment of service of a copy of the application with complete annexures to the Registrar and Chief Secretary of the State Government or Union territory where the registered office is situated at the time of filing the application.(6) The company shall at least fourteen days before the date of hearing-(a) advertise the application in the Form No.INC.26 in a vernacular newspaper in the principal vernacular language in the district in which the registered office of the company is situated, and at least once in English language in an English newspaper circulating in that district;(b) serve, by registered post with acknowledgment due, individual notice(s), to the effect set out in clause (a) on each debenture-holder and creditor of the company; and(c) serve, by registered post with acknowledgment due, a notice together with the copy of the application to the Registrar and to the Securities and Exchange Board of India, in the case of listed companies and to the regulatory body, if the company is regulated under any special Act or law for the time being in force.(7) Where any objection of any person whose interest is likely to be affected by the proposed application has been received by the applicant, it shall serve a copy thereof to the Central Government on or before the date of hearing.(8) Where no objection has been received from any of the parties, who have been duly served, the application may be put up for orders without hearing.(9) Before confirming the alteration, the Central Government shall ensure that, with respect to every creditor and debenture holder who, in the opinion of the Central government, is entitled to object to the alteration, and who signifies his objection in the manner directed by the Central government, either his consent to the alteration has been obtained or his debt or claim has been discharged or has determined, or has been secured to the satisfaction of the Central Government.(10) The Central Government may make an order confirming the alteration on such terms and conditions, if any, as it thinks fit, and may make such order as to costs as it thinks proper:Provided that the shifting of registered office shall not be allowed if any inquiry, inspection or investigation has been initiated against the company or any prosecution is pending against the company under the Act.

The certified copy of the order of the Central Government, approving the alteration of the memorandum for transfer of registered office of the company from one State to another, shall be filed in Form No.INC.28 along with the fee as with the Registrar of the State within thirty days from the date of receipt of certified copy of the order.

(1)Where the company has raised money from public through prospectus and has any unutilised amount out of the money so raised, it shall not change the objects for which the money so raised is to be applied unless a special resolution is passed through postal ballot and the notice in respect of the resolution for altering the objects shall contain the following particulars, namely:-

(a)the total money received;

(b)the total money utilized for the objects stated in the prospectus;

(c)the unutilized amount out of the money so raised through prospectus,

(d)the particulars of the proposed alteration or change in the objects;

(e)the justification for the alteration or change in the objects;

(f)the amount proposed to be utilized for the new objects;

(g)the estimated financial impact of the proposed alteration on the earnings and cash flow of the company;

(h)the other relevant information which is necessary for the members to take an informed decision on the proposed resolution;

(i)the place from where any interested person may obtain a copy of the notice of resolution to be passed.

(2)The advertisement giving details of each resolution to be passed for change in objects which shall be published simultaneously with the dispatch of postal ballot notices to shareholders.

(3)The notice shall also be placed on the website of the company, if any.

(1)For effecting the conversion of a private company into a public company or vice versa, the application shall be filed in Form No.INC.27 with fee.

(2)A copy of order of the competent authority approving the alteration, shall be filed with the Registrar in Form No. INC.27 with fee together with the printed copy of the altered articles within fifteen days of the receipt of the order from the Central Government.Explanation. - For the purposes of this sub-rule, the term "competent authority" means, the Central Government.

- A company shall on payment of fee, send a copy of each of the following documents to a member within seven days of the request being made by him-

(1)the memorandum;

(2)the articles;

(3)every agreement and every resolution referred to in sub-section (1) of section 117, if and so far as they have not been embodied in the memorandum and articles.

(1)A document may be served on a company or an officer thereof through electronic transmission.

(2)For the purposes of sub-rule (1), the term, "electronic transmission" means a communication-

(a)delivered by -

(i)facsimile telecommunication or electronic mail when directed to the facsimile number or electronic mail address, respectively, which the company or the officer has provided from time to time for sending communications to the company or the officer respectively;

(ii)posting of an electronic message board or network that the company or the officer has designated for such communications, and which transmission shall be validly delivered upon the posting; or

(iii)other means of electronic communication, in respect of which the company or the officer has put in place reasonable systems to verify that the sender is the person purporting to send the transmission; and

(b)that creates a record that is capable of retention, retrieval and review, and which may thereafter be rendered into clearly legible tangible form.

(3)A document may be served on the Registrar or any member through electronic transmission.

(4)For the purposes of sub-rule (3), the term, "electronic transmission" means a communication -

(a)delivered by -

(i)facsimile telecommunication or electronic mail when directed to the facsimile number or electronic mail address, respectively, which the Registrar or the member has provided from time to time for sending communications to the Registrar or the member respectively;

(ii)posting of an electronic message board or network that the Registrar or the member has designated for those communications, and which transmission shall be validly delivered upon the posting; or

(iii)other means of electronic communication, in respect of which the Registrar or the member has put in place reasonable systems to verify that the sender is the person purporting to send the transmission, and

(b)that creates a record that is capable of retention, retrieval and review, and which may thereafter be rendered into clearly legible tangible form.

(5)For the purposes of sub-section (1) and (2) of section 20, "courier" means a document sent through a courier which provides proof of delivery.

(6)In case of delivery by post, such service shall be deemed to have been effected-

(i)in the case of a notice of a meeting, at the expiration of forty eight hours after the letter containing the same is posted; and

(ii)in any other case, at the time at which the letter would be delivered in the ordinary course of post.

***]

36. [ Integrated Process for Incorporation. [Inserted by Notification No. G.S.R. 349(E), dated 1.5.2015 (w.e.f. 31.3.2014).]- (1) For the purpose of simplifying the filing of forms for incorporation of a company, the integrated process shall apply with effect from 01/05/2015.(2) For the purposes of sub-rule (1), the application for allotment of Director Identification Number upto three Directors, reservation of a name, incorporation of company and appointment of Directors of the proposed company shall be filed in Integrated Form No. INC-29,for One Person Company, private company, public company and Producer Company, with the Registrar within whose Jurisdiction the registered office of the company is proposed to be situated, along with the fee of rupees two thousand in addition to the registration fee as specified in Companies (Registration of Offices and Fees) Rules, 2014.(3) For the purposes of filing Integrated Incorporation form, the particulars of maximum of three directors shall be allowed to be filled in INC-29 and allotment of Director Identification Number of maximum of three proposed directors shall be permitted in Form INC-29 in case of proposed directors not having approved Director Identification Number.(4) The promoter or applicant of the proposed company shall propose only one name in e-form No. INC-29.(5) The promoter or applicant of the proposed company may prepare Memorandum of Association as per templates. in Form INC-30 and may opt for templates of Articles of Association in Form INC-31 in accordance with the provisions of rule 13 for preparation of Memorandum .of Association and Article of Association.(6) The promoter or the applicant shall sign and witness, the memorandum of Association and Articles of Association in the forms downloaded from the portal of the Ministry of Corporate Affairs and scanned legibly and attach to e-form INC-29 in accordance with the provisions of rule 13 for preparation of memorandum of Association and Articles of Association.(7) The facility to file Integrated application for incorporation in Form INC-29 is available as an option to the process for separate applications for allotment of Director Identification Number, reservation of name and Incorporation of a company as provided in these rules.(8) For an application filed using the Integrated process of incorporation as provided in this rule, the provisions of sub-clause (i) of sub-section (5) of section 4 of the Act and rule 9 of these rulE~s shall not apply.(9) A company using the provisions of this rule may furnish verification of its registered office under sub-section (2) of section 12 of the Act by filing e-Form INC-29 in which case the company shall attach along with such e-Form INC-29, any of the documents referred to in sub-rule (2) of rule 25.(10) The requirement of filing e-form INC-22 may be dispensed with if, the proposed company maintains its registered office at the given correspondence address.(11) The Registrar within whose jurisdiction the registered office of the company is proposed to be situated shall process INC-29 including application 'for allotment of Director Identification Number.(12) (a) Where the Registrar, on examining e-form INC-29, finds that it is necessary to call for further information or finds such application or document to be defective or incomplete in any respect, he shall give intimation to the applicant to remove the defects and re-submit the e-form within fifteen days from the date of such intimation given by the Registrar.(b) After the resubmission of the document, if the registrar still finds that the document is defective or incomplete in any respect, he shall give one more opportunity of fifteen days to remove such defects or deficiencies.(c) In case, the Registrar is of the opinion that the document is defective or incomplete in any respect after giving such two opportunities, the e-form INC-29 of the proposed company shall be rejected.(13) The Certificate of Incorporation shall be issued by the Registrar in Form No. INC-11.]

(1)Without prejudice to any other provision in the Companies Act, for effecting the conversion of an unlimited liability company with or without share capital into limited liability company by shares or guarantee, such a company shall pass a special resolution in a general meeting and thereafter, an application shall be filed in Form No. INC-27 in the manner provided in sub-rules (2) and (3).

(2)The Company shall within seven days from the date of passing of the special resolution in a general meeting, publish a notice,in Form No. INC-27Aof such proposed conversion in two newspapers (one in English and one in vernacular language) in the district in which the registered office of the company is situate and shall also place the same on the website of the Company, if any, indicating clearly the proposal of conversion of the company into a company limited by shares or guarantee, and seeking objections if any, from the persons interested in its affairs to such conversion and cause a copy of such notice to be dispatched to its creditors and debentures holders made as on the date of notice of the general meeting by registered post or by speed post or through courier with proof of dispatch. The notice shall also state that the objections, if any, may be intimated to the Registrar and to the company within twenty-one days of the date of publication of the notice, duly indicating nature of interest and grounds of opposition.

(3)The Company shall within forty five days of passing of the special resolution file an application as prescribed in sub rule (1) for its conversion into a company limited by shares or guarantee alongwith the fees as provided in the Companies (Registration offices and Fees) Rules, 2014, by attaching the following documents, namely:-a. notice of the general meeting along with explanatory statement;b. copy of the resolution passed in the general meeting;c. copy of the newspaper publication;d. a copy of altered Memorandum of Association as well as Articles of Association duly certified by any one of the Directors duly authorised in this behalf or Company Secretary of the Company, if any.e. declaration signed by not less than two Directors of the Company, including Managing Director, if any, that such conversion shall not affect any debts, liabilities, obligations or contracts incurred or entered into by or on behalf of the Company before conversion (except to the extent that the liability of the members shall become limited).f. a complete list of creditors and debenture holders, to whom individual notices have been sent under sub-rule (2) setting forth the following details, namely:-

(i)the names and address of every creditor and debenture holder of the Company;

(ii)the nature and respective amounts due to them in respect of debts, claims or liabilities:

(iii)declaration by a Director of the Company that notice as required under sub-rule (2) has been dispatched to all the creditors and debenture holders with proof of dispatch.

g. a declaration signed by not less than two Directors of the Company, one of whom shall be a Managing Director where there is one, to the effect that they have made a full enquiry into the affairs of the Company and, having done so, have formed an opinion that the list of creditors is correct, and that the estimated value as given in the list of the debts or claims payable on a contingency are proper estimates of the values of such debts and claims and that there are no other debts or claims against the company to their knowledge.h. a declaration of solvency signed by at least two Directors of the Company, one of whom shall be the Managing Director,where there is one to the effect that the Board of Directors of the Company have made a full inquiry into the affairs of the company, as a result of which they have formed an opinion that it is capable of meeting its liabilities and will not be rendered insolvent within a period of one year from the date of declaration, through a resolution, passed in a duly convened meeting or by circulation.i. The company shall also obtain a certificate from the Auditors that the company is solvent and that it is a going concern as on the date of passing of resolution by the Board certifying solvency as per clause (h) above.j. No Objection Certificate from sectoral regulator, if applicable.k. No Objection Certificate from all secured creditors, if any.

(4)Declaration signed by not less than two Directors including Managing Director, where there is one, that no complaints are pending against the company from the members or investors and no inquiry, inspection or investigation is pending against the company or its Directors or officers.

(5)The Registrar shall, after considering the application and objections if any, received by the Registrar and after ensuring that the company has satisfactorily addressed the objections received by the company, suitably decide whether the approval for conversion should or should not be granted.

(6)The certificate of incorporation consequent to conversion of unlimited liability company to into a company limited by shares or guarantee be in Form INC-11A issued to the company upon grant of approval for conversion.

(7)Conditions to be complied with, subsequent to conversion. - (1) Company shall not change its name for a period of one year from the date of such conversion.

(2)The company shall not declare or distribute any dividend without satisfying past debts, liabilities, obligations or contracts incurred or entered into before conversion.Explanation: For the purpose of this clause, past debts, liabilities, obligations or contracts does not include secured debts due to banks and financial institutions.

(8)An Unlimited Liability Company shall not be eligible for conversion into a company limited by shares or guarantee in case-

(a)its networth is negative, or

(b)an application is pending under the provisions of the Companies Act1956 or the Companies Act, 2013 for striking off its name, or

(c)the company is in default of any of its Annual Returns or financial statements under the provisions of the Companies Act, 1956 or the Companies Act, 2013, or

(d)a petition for winding up is pending against the company, or

(e)the company has not received amount due on calls in arrears, from its directors, for a period of not less than six months from the due date; or

(f)an inquiry, inspection or investigation is pending against the company.

(9)The Registrar of Companies shall take a decision on the application filed under these rules within thirty days from the date of receipt of application complete in all respects.]

(1)The application for incorporation of a company under this rule shall be in FORM No. INC-32 (SPICe) alongwith e-Memorandum of Association (e-MOA) in Form No. INC-33 and e-Articles of Association (e-AOA) in Form No. INC-34.Provided that in case of incorporation of a company falling under section 8 of the Act, FORM No. INC-32 (SPICe) shall be filed along with FORM No. INC-13 (Memorandum of Association) and FORM No. INC-31 (Articles of Association) as attachments.[Provided further that in case of incorporation of a company having more than seven subscribers or where any of the subscriber to the MOA/AOA is signing at a place outside India, MOA/AOA shall be filed with INC-32 (SPICe) in the respective formats as specified in Table A to J in Schedule I without filing form INC-33 and INC-34.]

(2)For the purposes of sub-rule (1), the application for allotment of Director Identification Number upto three Directors, reservation of a name, incorporation of company and appointment of Directors of the proposed for One Person Company, private company, public company and a company falling under section 8 of the Act, shall be filed in FORM No. INC- 32 (SPICe), with the Registrar, within whose jurisdiction the registered office of the company is proposed to be situated along with the fee of rupees five hundred in addition to the registration fee as specified in the Companies (Registration of Offices and Fees) Rules, 2014:Provided that where an applicant has applied for reservation of a name under Rule 9 and which has been approved therein, he may fill the reserved name as proposed name of the company.[Provided further that in case of companies incorporated, with effect from the 26th day of January, 2018 with a nominal capital of less than or [equal to rupees fifteen lakhs] [Inserted by Notification No. G.S.R. 49(E), dated 20.1.2018 (31.3.2014).] or in respect of companies not having a share capital whose number of members as stated in the articles of association does not exceed twenty, fee on INC-32 (SPICEe) shall not be applicable.]

(3)For the purposes of filing SPICe Form, the particulars of maximum of three directors shall be allowed to be filled in FORM No. INC-32 (SPICe), and allotment of Director Identification Number of maximum of three proposed directors shall be permitted in FORM No. INC-32 (SPICe) in case of proposed directors not having approved Director Identification Number.

(4)The promoter or applicant of the proposed company shall propose only one name in FORM No. INC-32 (SPICe).

(5)The promoter or applicant of the proposed company shall prepare Memorandum of Association (e-MoA) in FORM No. INC-33 and Articles of Association (e-AoA) in FORM No. INC-34, in accordance with rule 13.Provided that the subscribers and witness or witnesses shall affix their digital signatures to the e-MoA and e-AoA.

(6)For incorporation using application as provided in this rule, provisions of the sub-clause (i) of sub-section (5) of section 4 of the Act, rule 9, and clause (a) of sub-rule (1) of rule 16 to the extent of affixing recent photograph shall not apply.

(7)A company using the provisions of this rule may furnish verification of its registered office under sub-section (2) of section 12 of the Act by filing FORM No. INC-32 (SPICe) in which case the company shall attach along with such FORM No. INC-32 (SPICe), any of the documents referred to in sub-rule (2) of rule 25.

(8)FORM No. INC-22 shall not be required to be filed in case the proposed company maintains its registered office at the given correspondence address.

(9)

(a)Where the Registrar, on examining FORM No. INC-32 (SPICe), finds that it is necessary to call for further information or finds such application or document to be defective or incomplete in any respect, he shall give intimation to the applicant to remove the defects and re-submit the e-form within fifteen days from the date of such intimation given by the Registrar.

(b)After the resubmission of the document, if the registrar still finds that the document is defective or incomplete in any respect, he shall give one more opportunity of fifteen days to remove such defects or deficiencies.

Provided that the total period for re-submission of documents shall not exceed thirty days.

(10)The Certificate of Incorporation of company shall be issued by the Registrar in Form No. INC-11.]

- The application for incorporation of a company under rule 38 shall be accompanied by e-form AGILE (INC-35) containing an application for registration of the following numbers, namely: -

(a)GSTIN with effect from 31st March, 2019

(b)EPFO with effect from 8th April, 2019

(c)ESIC with effect from 15th April, 2019]

(1)A company other than a company registered under section 25 of the Companies Act, 1956 or section 8 of the Companies Act, 2013 may convert itself into a company limited by shares.

(2)The company seeking conversion shall have a share capital equivalent to the guarantee amount.

(3)A special resolution is passed by its members authorising such a conversion omitting the guarantee clause in its Memorandum of Association and altering the Articles of Association to provide for the articles as are applicable for a company limited by shares.

(4)A copy of the special resolution shall be filed with the Registrar of Companies in Form no. MGT - 14 within thirty days from the date of passing of the same along with fee as prescribed in the Companies (Registration Offices and Fees) Rules, 2014.

(5)An application in Form No. INC-27 shall be filed with the Registrar of Companies within thirty days from date of the passing of the special resolution enclosing the altered Memorandum of Association and altered Articles of Association and a list of members with the number of shares held aggregating to a minimum paid up capital which is equivalent to the amount of guarantee hither to provided by its members.

(6)The Registrar of Companies shall take a decision on the application filed under these rules within thirty days from the date of receipt of application complete in all respects and upon approval of Form No. INC-27, the company shall be issued with a certificate of incorporation in Form No. INC-11B.]

(1)The application for approval of concerned Regional Director under sub-section (41) of section 2 , shall be filed in e-Form No.RD-1along with the fee as provided in the Companies (Registration Offices and Fees) Rules, 2014 and shall be accompanied by the following documents, namely: -

(a)grounds and reasons for the application;

(b)a copy of the minutes of the board meeting at which the resolution authorising such change was passed, giving details of the number of votes cast in favour and or against the resolution;

(c)Power of Attorney or Memorandum of Appearance, as the case may be;

(d)details of any previous application made within last five years for change in financial year and outcome thereof along with copy of order.

(2)Where the Regional Director on examining the application, referred to in sub-rule (1), finds it necessary to call for further information or finds such application to be defective or incomplete in any respect, he shall give intimation of such information called for or defects or incompleteness, on the last intimated e-mail address of the person or the company, which has filed such application, directing the person or the company to furnish such information, or to rectify defects or incompleteness and to re-submit such application within a period of fifteen days, in e-Form No. RD-GNL-5.Provided that a maximum of two re-submissions shall be allowed.

(3)

(a)In case where such further information called for has not been provided or the defects or incompleteness has not been rectified to the satisfaction of the Regional Director within the period allowed under sub-rule (2), the Regional Director shall reject the application with reasons within thirty days from the date of filing application or within thirty days from the date of last re-submission made as the case may be.

(b)In case where the application is found to be in order, Regional Director shall allow and convey the order within thirty days from the date of application or within thirty days from the date of last re-submission, as the case may be.

(c)where no order for approval or re-submission or rejection has been explicitly made by the Regional Director within the stipulated time of thirty days, it shall be deemed that the application stands approved and an approval order shall be automatically issued to the applicant.

(4)The order conveyed by the Regional Director shall be filed by the company with the Registrar in Form No.INC-28 within thirty days from the date of receipt of the order along with fee as provided in the Companies (Registration Offices and Fees) Rules, 2014.

(1)An application under the second proviso to sub-section (1) of section 14 for the conversion of a public company into a private company, shall, within sixty days from the date of passing of special resolution, be filed with Regional Director in e-Form No. RD-1 along with the fee as provided in the Companies (Registration Offices and Fees) Rules, 2014 and shall be accompanied by the following documents, namely: -

(a)a draft copy of Memorandum of Association and Articles of Association , with proposed alterations including the alterations pursuant to sub-section (68) of section 2;

(b)a copy of the minutes of the general meeting at which the special resolution authorising such alteration was passed together with details of votes cast in favour and or against with names of dissenters;

(c)a copy of Board resolution or Power of Attorney dated not earlier than thirty days, as the case may be, authorising to file application for such conversion;

(d)declaration by a key managerial personnel that pursuant to the provisions of sub-section (68) of section 2, the company limits the number of its members to two hundred and also stating that no deposit has been accepted by the company in violation of the Act and rules made thereunder;

(e)declaration by a key managerial personnel that there has been no non-compliance of sections 73 to 76A, 177, 178, 185,186 and 188 of the Act and rules made thereunder;

(f)declaration by a key managerial personnel that no resolution is pending to be filed in terms of sub-section (3) of section 179 and also stating that the company was never listed in any of the Regional Stock Exchanges and if was so listed, all necessary procedures were complied with in full for complete delisting of the shares in accordance with the applicable rules and regulations laid down by Securities Exchange Board of India:

Provided that in case of such companies where no key managerial personnel is required to be appointed, the aforesaid declarations shall be filed any of the director.

(2)Every application filed under sub-rule (1) shall set out the following particulars, namely: -

(a)the date of the Board meeting at which the proposal for alteration of Memorandum and Articles was approved;

(b)the date of the general meeting at which the proposed alteration was approved;

(c)reason for conversion into a private company, effect of such conversion on shareholders, creditors, debenture holders, deposit holders and other related parties;

(d)details of any conversion made within last five years and outcome thereof along with copy of order;

(e)details as to whether the company is registered under section 8.

(3)There shall be attached to the application, a list of creditors, debenture holders, drawn up to the latest practicable date preceding the date of filing of application by not more than thirty days, setting forth the following details, namely: -

(a)the names and address of every creditor and debenture holder of the company;

(b)the nature and respective amounts due to them in respect of debts, claims or liabilities;

(c)in respect of any contingent or unascertained debt, the value, so far as can be justly estimated of such debt:

Provided that the company shall file an affidavit, signed by the Company Secretary of the company, if any, and not less than two directors of the company, one of whom shall be managing director, where there is one, to the effect that they have made a full enquiry into affairs of the company and, having done so, have formed an opinion that the list of creditors and debenture holders is correct, and that the estimated value as given in the list of the debts or claims payable on contingency or not ascertained are proper estimates of the values of such debts and claims that there are no other debts, or claims against, the company to their knowledge.

(4)A duly authenticated copy of the list of creditors and debenture holders shall be kept at the registered office of the company and any person desirous of inspecting the same may, at any time during the ordinary hours of business, inspect, and take extracts from the same on payment of ten rupees per page to the company.

(5)The company shall, atleast twenty-one days before the date of filing of the application_

(a)advertise in the Form No.INC.25A, in a vernacular newspaper in the principal vernacular language in the district and in English language in an English newspaper, widely circulated in the State in which the registered office of the company is situated;

(b)serve, by registered post with acknowledgement due, individual notice on each debenture holder and creditor of the company; and

(c)serve, by registered post with acknowledgement due, a notice to the Regional Director and Registrar and to the regulatory body, if the company is regulated under any law for the time being in force.

(6)

(a)Where no objection has been received from any person in response to the advertisement or notice referred to in sub-rule (5) and the application is complete in all respects, the same may be put up for orders without hearing and the concerned Regional Director shall pass an order approving the application within thirty days from the date of receipt of the application.

(b)Where the Regional Director on examining the application finds it necessary to call for further information or finds such application to be defective or incomplete in any respect, he shall within thirty days from the date of receipt of the application, give intimation of such information called for or defects or incompleteness, on the last intimated e-mail address of the person or the company, which has filed such application, directing the person or the company to furnish such information, to rectify defects or incompleteness and to re-submit such application within a period of fifteen days in e-Form No. RD-GNL-5:

Provided that maximum of two re-submissions shall be allowed.

(c)In cases where such further information called for has not been provided or the defects or incompleteness has not been rectified to the satisfaction of the Regional Director within the period allowed under sub- rule (6), the Regional Director shall reject the application with reasons within thirty days from the date of filing application or within thirty days from the date of last re-submission made, as the case may be.

(d)Where no order for approval or re-submission or rejection has been explicitly made by the Regional Director within the stipulated period of thirty days, it shall be deemed that the application stands approved and an approval order shall be automatically issued to the applicant.

(9)

(i)Where an objection has been received or Regional Director on examining the application has specific objection under the provisions of Act, the same shall be recorded in writing and the Regional Director shall hold a hearing or hearings within a period thirty days , as required and direct the company to file an affidavit to record the consensus reached at the hearing, upon executing which, the Regional Director shall pass an order either approving or rejecting the application along with reasons within thirty days from the date of hearing, failing which it shall be deemed that application has been approved and approval order shall be automatically issued to the applicant.

(ii)In case where no consensus is received for conversion within sixty days of filing the application while hearing or otherwise, the Regional Director shall reject the application within stipulated period of sixty days:

Provided that the conversion shall not be allowed if any inquiry, inspection or investigation has been initiated against the company or any prosecution is pending against the company under the Act.

(10)On completion of such inquiry, inspection or investigation as a consequence of which no prosecution is envisaged or no prosecution is pending, conversion shall be allowed.

(11)The order conveyed by the Regional Director shall be filed by the company with the Registrar in Form No.INC-28 within fifteen days from the date of receipt of approval along with fee as provided in the Companies (Registration Offices and Fees) Rules, 2014.]

[FORM NO. INC.1] [Substituted by Notification No. G.S.R. 284(E), dated 23.3.2018 (w.e.f. 31.3.2014)][Pursuant to section 4(4) of The CompaniesAct, 2013 and pursuant to rule 8 & 9 of The Companies(Incorporation) Rules 2014]

RUNReserve Unique Name


New Request
SRN
{\|
Enter SRN which is under RSUB status

|-| Entity Type|-| Select if you are reserving the name for a Company to be incorporated|-| CIN|-|

Enter CIN only if you are applying for change of name for an existing company

|-| Proposed Name 1|-|

Enter you proposed name

|-|-| Proposed Name 2|-|

Enter you proposed name

|-| Comments|-|

Please make sure to mention the objects of the proposed company and any other relevant comments. Please attach sectoral regular approvals, NOCs or any other required documents below, if applicable

|-| No file chosen|-| Once you have submitted the name reservation request it will then be checked and, if found feasible, approved by the Central Registration Centre (CRC). You will receive an email from the CRC advising the outcome of the name reservation request.|}

{\|
FORM NO. INC. 2[Pursuant to section 3(1) and 7(1) of the CompaniesAct, 2013 and rule 4, 10, 12 & 15 of the Companies(Incorporation) Rules 2014]		One Person Company-Application for Incorporation

	Form languageEnglishHindi
	Refer the instruction kit for filing the form.

1.	*Service Request Number (SRN) of Form INC. 1	{\|

||}

2.	(a)	Name of the company	{\|

	(b)	Type of Company is	{\|

| (c)| Class of Company|

	(d)	Category	{\|

| (e)| Sub Category|

* (f)

Whether the company is (Radio Button)Having share capitalNothaving share capital

3.	(a)	Name of the state/ Union territory in which the company is tobe registered
	{\|

|-|| (b)| Name of the office of the Registrar of Companies in which thecompany is to be registered|-||

4.	* Whether the address for correspondence will be the addressof Registered office of the Company
	YesNo
I	Address for correspondence till the date registered office ofthe company is established
	{\|
* Line I	{\|

|-| Line II|

|-| * City|

|-| * State/ Union Territory|

| * Pin code|-| * District|

|-| ISO Country Code|-| Country|

|-| * Ph. (with STD/ ISD code)|

|-| Fax|

|-| e-mail ID of the company|

|}|}

II	(a) Address of the registered office of the company from thedate of incorporation is
	{\|
* Line I	{\|

|-| Line II|

|-| * City|

|-| * State/ Union Territory|

| * Pin code|-| * District|

|-| ISO Country Code|-| Country|

|-| * Ph. (with STD/ ISD code)|

|-| Fax|

|-| e-mail ID of the company|

|}|}

(b)	Registered Office is
	Owned by Company	Owned by Director (Not taken on lease by company)
	Taken on Lease by company	Owned by any other entity Person (Not taken on lease bycompany)

	(c)	The full address of the police station under whosejurisdiction the registered office of the company is situated
		{\|
* Police Station Name	{\|

|-| * Address| Line I|

|-|| Line II|

|-| * City||

|-| * State||

|-| * Pin code||

|}|}

	(d)	* Particulars of the Utility Services Bill depicting theaddress of the Registered office (not older than two months)	{\|

5.	* Capital structure of the company, in case of company havingshare capital
	{\|
(a)	Authorized capital of the company (in Rs.)	{\|

|-|| (i)| Number of equity sharesNominal amount per equity share|-||| Total amount of equity shares (in Rs.)|

|-|| (ii)| Number of preferences sharesNominal amount per preferenceshare|-||| Total amount of preference shares (in Rs.)|

|-| (b)| Subscribed capital of the company (in Rs.)|

|-|| (i)| Number of equity sharesNominal amount per equity share|-||| Total amount of equity shares (in Rs.)|

|-|| (ii)| Number of preferences sharesNominal amount per preferenceshare|-||| Total amount of preference shares (in Rs.)|

|}|}

6.	* Main division of industrial activity of the company
	Descriptiom of the main division
	{\|

|-| 7.| Particulars of Promoter (first subscriber to the MOA)|-|| *Whether the promoter shall be the sole director of thecompanyYesNo|}

	{\|
Director Identification number (DIN)	{\|

||-| *Income-tax permanent a/c no. (PAN)|

||-| *First name|

|-| Middle Name|

|-| *Surname|

|-| Family Name|

|-| *Father's nameMother's nameSpouse's name|-|

|-| * Place of Birth (District & State)|

|-| * Educational qualification|

|-| * Occupation TypeSelf-employedProfessionalHomemakerstudentServiceman|-| Area of Occupation|

|-| Permanent address||-| *Line I|

|-| Line II|

|-| *City|

|-| *State/ Union Territory|

|-| *Phone (with STD/ ISD code)-|

|-| Mobile (with country code)-|

|-| Fax|

|-| email id|

|-| *Duration of stay at present addressyear(s)month(s)|-| If Duration of stay at present address is less than one yearthen address of previous residence|-|

|-| *Proof of identity|

|-| *Residential Proof|

|-|||-| If already a director or promoter of a company(s), specifydetails of such company(s) (In case director or promoter in morethan three companies, attach seperate sheet as an optionalattachment)|-| Director Promoter CIN|-||-| Name of the company|

|-| Director Promoter CIN|-||-| Name of the company|

|}|}

8.	* (a) Nomination
	I(Small description box), the subscriber to thememorandum of association of(Small description box)dohereby nominate (Drop down – values; Mr., Ms.)(Smalldescription box)who shall become the member of the companyin the event of my death or incapacity to contract. I declarethat the nominee is eligible for nomination within the meaning ofRule 3 of the Companies (Incorporation and Incidental) Rules2014.
	(b) Particulars of the Nominee
	{\|
Director Identification number (DIN)	{\|

||-| *Income-tax permanent a/c no. (PAN)|

||-| *First name|

|-| Middle Name|

|-| *Surname|

|-| Family Name|

|-| *Father's nameMother's nameSpouse's name|-|

|-| *Place of Birth (District & State)|

|-| *Educational qualification|

|-| * Occupation TypeSelf-employedProfessionalHomemakerstudentServiceman|-| Area of Occupation|

|-| Permanent address||-| *Line I|

|-| Line II|

|-| *City|

|-| *State/ Union Territory|

|-| * Phone (with STD/ ISD code)-|

|-| Mobile (with country code)-|

|-| Fax|

|-| email id|

|-| *Whether present address is same as the permanent addressYesNo|-| *Line I|

|-| Line II|

|-| *City|

|-| *State/ Union Territory|

|-| * Phone (with STD/ ISD code)-|

|-| Mobile (with country code)-|

|-| Fax|

|-| email id|

|-| *Duration of stay at present addressyear(s)month(s)|-| If Duration of stay at present address is less than one yearthen address of previous residence|-| *Proof of identity|

|-| *Residential Proof|

|}|}

9.	(a)	*Whether the Articles are entrenched or notYesNo
		(If yes, entrenched Articles should be annexed thereto)
	(b)	Number of Articles to which provisions of entrenchment shallbe applicable
		Details of Articles to which provisions of entrenchment shallbe applicable

	{\|
Sr. No.	Article Number	Content

10.	Particulars of payment of stamp duty
	(a)	State or Union Territory in respect of which stamp duty ispaid or to be paid	{\|

||-|| (b)| * Whether stamp duty is to be paid electronically throughMCA21 systemYesNoNot applicable|-||| (i) Details of stamp duty to be paid|-||

Type of document/ Particulars	Form INC.2	Memorandum of association	Articles of association
Amount of stamp duty to be paid (in Rs.)	{\|

|}|}

	(ii) Provide details of stamp duty already paid
	{\|
Type of document/ Particulars	Form 1	Memorandum of association	Articles of association	Others{\|

|-| Total amount of stamp duty paid (in Rs.)|

|-| Mode of Payment of stamp duty|

Name of vendor or Treasury or Authority or anyother competent agency authorised to collect stamp duty or tosell stamp papers or to emboss the documents or to dispense stampvouchers on behalf of the Government
Serial number of embossing or stamps or stamppaper or treasury challan number
Registration number of vendor
Date of purchase of stamps or stamp paper orpayment of stamp duty (DD/MM/YYYY)	{\|

|-| Place of purchase of stamps or stamp paper orpayment of stamp duty|||||}|}

	Attachments
	1.	*Memorandum of Association
	2.	*Articles of Association
	3.	*Proof of identity of the member and the nominee
	4.	*Residential proof of the member and the nominee
	5.	*Copy of PAN card of member and nominee
	6.	*Consent of Nominee in form INC.3
	7.	*Affidavit from the subscriber and first Director to thememorandum in Form No. INC.9
	8.	List of all the companies (specifying their CIN)having the same registered office address, if any;
	9.	Specimen Signature in Form INC.10
	10.	Entrenched Articles of Association
	11.	Proof of Registered Office address (Conveyance/Lease deed/ Rent Agreement etc. along with rent receipts)
	12.	Copies of the utility bills as mentioned above (not older thantwo months)
	13.	Proof that the Company is permitted to use theaddress as the registered office of the Company if the same isowned by any other entity/ Person (not taken on lease by company)
	14.	Consent from Director
	15.	Optional Attachment, if any

Declaration
	I, a person named in the articles assubscriber as well as the sole director of the company do herebydeclare that all the requirements of the Companies Act, 2013 andthe rules made thereunder in respect to the registration of thecompany and matters precedent or incidental thereto have beencomplied with. It is further declared and verified 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 promoters subscribing to the Memorandum ofAssociation and Articles of Association.
	2.	All the required attachments have beencompletely, correctly and legibly attached to this form.
	3.	I have not been convicted of any offence inconnection with the promotion, formation or management of anycompany during the preceding five years;
	4.	I have not been found guilty of any fraud ormisfeasance or of any breach of duty to any company under thisAct or any previous company law during the preceding five years;
	5.	I am not a director/ promoter of any companywhich is defaulting in filing of financial statements and annualreturn and/ or any company which has been declared as vanishingcompany; and
	6.	I have also understood the provisions ofsections 7(5), 7(6), 447, 448 and 449 of the Companies Act, 2013and understand that I shall be liable for punishment in terms ofsection 7(5) and 7(6) of the Companies Act, 2013 in case offurnishing of false or incorrect information or for suppressionof material information for registration of captioned company.

Declaration
	I, a person named in the articles as a *(Dropdown){Values: Director/ Manager/ Company Secretary} declarethat all the requirements of the Companies Act, 2013 and therules made thereunder in respect to the registration of thecompany and matters precedent or incidental thereto have beencomplied with. I am authorized by the promoter subscribing to theMemorandum of Association and Articles of Association and thefirst director(s) to give this declaration and to sign and submitthis Form. It is further declared and verified 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 promoters subscribing to the Memorandum ofAssociation and Articles of Association.
	2.	All the required attachments have been completely, correctlyand legibly attached to this form.
	* To be digitally signed by
	*DIN of the director or DIN or Income tax PAN of the manageror Membership no. of the company secretary
	Note: Attention is drawn to provisions ofsection 7(5) and 7(6) which,inter-alia, provides that furnishingof any false or incorrect particulars of any information orsuppression of any material information shall attract punishmentfor fraud under section 447. Attention is also drawn toprovisions of sections 448 and 449 which provide for punishmentfor false statement and punishment for false evidencerespectively.

	{\|

For office use only:
eForm Service request no. (SRN)	eForm filing date	(DD/MM/YYYY)
This e-Form is hereby approved
Digital signature of the authorizing officer
Date of signing		(DD/MM/YYYY)

|}|}

{\|
[FORM NO. INC. 3] [Substituted by Notification No. G.S.R. 49(E), dated 20.1.2018 (w.e.f. 31.3.2014)][Pursuant to section 3(1) of the CompaniesAct, 2013 and pursuant to Rule 4 (2), (3), (4), (5) & (6) of the Companies(Incorporation) Rules 2014]		One Person Company-Nominee Consent Form

	Form languageEnglishHindi
	Refer the instruction kit for filing the form.

1.	(a)	*SRN of RUN (In case of new company) or	{\|

||-|| Corporate identity number (CIN) of the company (In case of existing company)|}

	(b)	Global location number (GLN)	{\|

2.	(a)	Name of the One Person Company	{\|

3.	*Consent
	{\|
I		hereby give my consent to become the member of

in the event of death of

subscribe/ member of the company or his incapacity to contract

|-| 4.| Particulars of the nominee|-||

Director Identification number (DIN)	{\|

||-| *Income-tax permanent account number (PAN)|

||-| *First name|

|-| Middle Name|

|-| *Surname|

|-| Family Name|

|-| *Father's nameMother's nameSpouse's name|-|

|-| *Place of Birth (District & State)|

|-| *Educational qualification|

|-| * Occupation TypeSelf-employedProfessionalHomemakerstudentServiceman|-||-| Permanent Residence address||-| *Line I|

|-| Line II|

|-| *City|

|-| *State/ Union Territory|

|-| * Phone (with STD/ ISD code)-|

|-| Mobile (with country code)-|

|-| Fax|

|-| email id|

|-| *Whether present address is same as the permanent addressYesNo|-| Present Address|-| *Line I|

|-| Line II|

|-| *City|

|-| *State/ Union Territory|

|-| * Phone (with STD/ ISD code)-|

|-| Mobile (with country code)-|

|-| Fax|

|-| email id|

|-| *Duration of stay at present addressyear(s)month(s)|-| If Duration of stay at present address is less than one yearthen address of previous residence|-|

|-| *Proof of identity|

|-| *Residential Proof|

|}|}

Declaration

I do solemnly declare that I am an Indian citizen and resident in India and I have not been convicted of any offence in connection with the promotion, formation or management of any company or LLP and have not been found guilty of any fraud or misfeasance or of any breach of duty to any company under this Act or any previous company law or LLP Act in the last give year. I further declare that I am not a nominee in any other One Person Company and I shall comply with eligibility criteria specified in Rule 3(3) within the prescribed period. I understand that the person nominating me may withdraw my nomination without my consent.

To be physically signed by

Nominee	{\|

* Date	{\|

|-| * Place|

Enclosures
1.	Copy of PAN card
2.	Proof of identity
3.	Residential Proof

Note: Attention is drawn to provision of section 7(5) and 7(6) whichinter-aliathat 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 provision of section 448 and 449 which provide for punishment for false statement and punishment for false evidence respectively.

This is a non e-Form. User is required to fillthe form electronically and duly signed copy should be attachedwith e-Form INC-4 or INC-6, as the case may be.

{\|
FORM NO. INC. 4[Pursuant to section 3(1) of the CompaniesAct, 2013 and Rules 4(4), (5) & (6) of the Companies(Incorporation) Rules 2014]		One Person Company-Change in Member/Nominee

	Form languageEnglishHindi
	Refer the instruction kit for filing the form.

1.	* This form is for
	Notice of withdrawal of consent by the nominee
	Intimation about change in the name of the nominee
	Intimation of cessation of member

2.	*(a)	Corporate identity number (CIN) of company	{\|

||}

	(b)	Global Location Number of the company	{\|

3.	(a)	Name of One Person Company	{\|

|-|| (b)| Address of registered office of the company|-||

	(c)	email Id of the company	{\|

4.	Notice of withdrawal of consent
	Notice is hereby given that	{\|

	who was nominated as the nominee of	{\|

has withdrawn his/ her consent vide his/ her notice dated *acopy of which is attached herewith.

5.	Intimation about change in nomination
	Notice is hereby given that	{\|

	, member of	{\|

	has nominated *	{\|

	vide intimation dated *as his/ her nominee in place of
	{\|

who shall become the member of the company inthe event of his/ her death or his/ her incapacity to contract.He/ she declares that the nominee is eligible for nominationwithin the meaning of Rule 3 of the Companies (Incorporation andIncidental) Rules 2014.

6.	Intimation of cessation of member
	(a) Intimation is hereby given that	{\|

	has ceased to be the member of	{\|

w.e.f. *due to *{Drop down - Values: Death of the member,Incapacity of member to contract,

	change in ownership} and *	{\|

*(Drop down: his/ her nominee, the transferee) has become thesole member of the above mentioned company.

(b)

*Whether the nominee is same (In case of change in ownership)YesNo

7.	Intimation about the change of nominee

	Further notice is given that *	{\|

	*(Drop down - values: member, new member)	{\|

	has nominated *	{\|

as his nominee w.e.f. *who shall become themember of the company in the event of his/ her death orincapacity to contract. He/ she declares that the nominee iseligible for nomination within the meaning of Rule 3 of theCompanies (Incorporation and Incidental) Rules 2014.

8.	Particulars of the New Nominee

	{\|
Director Identification number (DIN)	{\|

||-| *Income-tax permanent a/c no. (PAN)|

||-| *First name|

|-| Middle Name|

|-| *Surname|

|-| Family Name|

|-| *Father's nameMother's nameSpouse's name|-|

|-| *Place of Birth (District & State)|

|-| *Educational qualification|

|-| * Occupation TypeSelf-employedProfessionalHomemakerstudentServiceman|-| Area of Occupation|

|-| Permanent address||-| *Line I|

|-| Line II|

|-| *City|

|-| *State/ Union Territory|

|-| * Phone (with STD/ ISD code)-|

|-| Mobile (with country code)-|

|-| Fax|

|-| email id|

|-| *Whether present address is same as the permanent addressYesNo|-| Present Address|-| *Line I|

|-| Line II|

|-| *City|

|-| *State/ Union Territory|

|-| * Phone (with STD/ ISD code)-|

|-| Mobile (with country code)-|

|-| Fax|

|-| email id|

|-| *Duration of stay at present addressyear(s)month(s)|-| If Duration of stay at present address is less than one yearthen address of previous residence|-| *Proof of identity|

|-| *Residential Proof|

|}|}

9.	Particulars of the new member
	{\|
Director Identification number (DIN)	{\|

||-| *Income-tax permanent a/c no. (PAN)|

||-| *First name|

|-| Middle Name|

|-| *Surname|

|-| Family Name|

|-| *Father's nameMother's nameSpouse's name|-|

|-| *Place of Birth (District & State)|

|-| *Educational qualification|

|-| * Occupation TypeSelf-employedProfessionalHomemakerstudentServiceman|-| Area of Occupation|

|-| Permanent address||-| *Line I|

|-| Line II|

|-| *City|

|-| *State/ Union Territory|

|-| * Phone (with STD/ ISD code)-|

|-| Mobile (with country code)-|

|-| Fax|

|-| email id|

|-| *Whether present address is same as the permanent addressYesNo|-| Present Address|-| *Line I|

|-| Line II|

|-| *City|

|-| *State/ Union Territory|

|-| * Phone (with STD/ ISD code)-|

|-| Mobile (with country code)-|

|-| Fax|

|-| email id|

|-| *Duration of stay at present addressyear(s)month(s)|-| If Duration of stay at present address is less than one year then address of previous residence|-|

|-| *Proof of identity|

|-| *Residential Proof|

|}|}

Attachment(s)
	(1)	*Consent of the nominee in Form No. INC.3
	(2)	*Copy of PAN card of the new nominee and/or new member
	(3)	*Proof of identity of the new nominee and/or new member
	(4)	*Residential proof of the new nominee and/or new member
	(5)	Notice of withdrawal of consent filed by the nominee
	(6)	Copy of intimation given by member for change in nominee
	(7)	Proof of Cessation of member
	(8)	Optional attachment(s) - if any.

	* To be digitally signed by member
	* Income-tax PAN or Director identification number of themember	{\|

	To be digitally signed by Director
	Director identification number ofthe director; orDIN or PAN of the manager or CEO or CFO; orMembership number of company secretary	{\|

Note: Attention is drawn to provisions ofsections 448 and 449 which provide for punishment for falsestatement and punishment for false evidence respectively.


This eForm has been taken on file maintainedby the registrar or companies through electronic mode and on thebasis of statement of correctness given by the company.

{\|
FORM NO. INC. 5[Pursuant to Rule 6(4) of the Companies(Incorporation) Rules 2014]		One Person Company-Intimation of exceedingthreshold

	Form languageEnglishHindi
	Refer the instruction kit for filing the form.

1.	(a)	*Corporate identity number (CIN) of the company	{\|

||}

	(b)	Global location number (GLN)	{\|

2.	(a)	Name of the company	{\|

|-|| (b)| Address of registered office of the company|-|||

|-|| (c)| email Id of the company|

3.	Date of incorporation of the one person company	{\|

4.	(a)	*Which of the following has exceeded beyond the thresholdlimit
		Paid up share capitalAverage annual turnover
	(b)	*Amount exceeding beyond the threshold limit	{\|

	(c)	* Date on which the paid up share capital oraverage annual turnover of the company, as the case may be, hasexceeded the threshold limit	{\|

I *the (drop down) (values: director/ Manageror Company Secretary or CEO or CFO) of the one person companyhereby affirm that: As the paid up share capital of the captionedcompany has exceeded fifty lakh rupees or its average annualturnover during the relevant period has exceeded two crorerupees, the company has ceased to be a one person company; andconsequently the company is required to be converted into aprivate company or public company, as the case may be. Necessarysteps are being taken for giving effect to such conversion inaccordance with the provisions of section 18 read with section122 of the Act;

Attachments
	1.	*Copy of board resolution authorizing giving of notice;
	2.	*Copy of the duly attested latest financial statement;
	3.	Certificate from a Chartered Accountant in practice forcalculation of the average annual turnover during the relevantperiod in case of conversion is on the basis of such criteria;
	4.	Optional attachment(s), if any.

Declaration
	I *declare that all the requirements of theCompanies Act, 2013 and the rules made thereunder have beencomplied with. To the best of my knowledge and belief, theinformation given in this application and its attachments iscorrect and complete.

	*To be digitally signed by
	Designation

	*Director identification number ofthe director; orDIN or PAN of the manager or CEO or CFO; orMembership number of the Company Secretary	{\|

Note: Attention is drawn to provisions ofsections 448 and 449 which provide for punishment for falsestatement and punishment for false evidence respectively.


This eForm has been taken on file maintainedby the registrar or companies through electronic mode and on thebasis of statement of correctness given by the company.

{\|
FORM NO. INC. 6[Pursuant to section 18 of the Companies Act, 2013and Rule 7(4) the Companies (Incorporation) Rules 2014]		One Person Company -Application for Conversion

	Form languageEnglishHindi
	Refer the instruction kit for filing the form.

1.	* Application for	Conversion of OPC into private company
Conversion of OPC into public company
Conversion of Private company into OPC

2.	(a)	* Corporate identity number (CIN) of the company	{\|

||}

	(b)	Global location number (GLN)	{\|

3.	(a)	Name of the company	{\|

	(b)	Category	{\|

	(c)	Sub-category of the company	{\|

|-|| (d)| Address of Registered office of the company|-||

	(e)	Date of incorporation of the company	{\|

	(f)	email ID of the company	{\|

	(g)	Whether company is having share capital or not	{\|

4.	* Name of the company at the time of incorporation (to bedisplayed in the certificate)
	{\|

|-| Part A|}

5.	(a)	*Whether the conversion is mandatory by provisions of theCompanies Act, 2013
		YesNo
	(b)	* Mention which of the following has exceeded the thresholdlimit
		Paid up share capitalAverage annual turnover

	(c)	* Mention the SRN of form INC.5	{\|

6.	*(a)	Date of exceeding the threshold limit	{\|

	*(b)	Amount so exceeded the threshold limit	{\|

	*(c)	Specify the relevant period	{\|

7.	I *the director of the one person company hereby affirmthat : -
	1.	As the paid up share capital of the captionedcompany has exceeded fifty lakh rupees or its average annualturnover during the relevant period has exceeded two crorerupees, the company has ceased to be a one person company; andconsequently the company is required to be converted into aprivate company or public company, as the case may be;
	2.	Necessary steps are being taken for giving effect to suchconversion in accordance with the provisions of section 18 readwith section 122 of the Act.

Part B
8.	* Existing number of directors in the company	{\|

|-|| (Number of directors shall be minimum 2 in case of conversioninto pvt. company or 3 in case of conversion into publiccompany)|}

9.	Particulars of special resolution
	(a)	* SRN of Form MGT.14	{\|

	(b)	* Date of filing Form MGT.14	{\|

	(c)	* Date of passing the special resolution	{\|

10.	I. Capital structure of the company
	{\|
(a)	Authorized capital of the company (in Rs.)	{\|

|-|| *(i)| Number of equity shares|

| Nominal amount per equity share|-||| Total amount of equity shares (in Rs.)|

|-|| *(ii)| Number of preference sharesNominal amount per preference share|-||| Total amount of preference shares (in Rs.)|

|-| *(b)| Paid up capital of the company (in Rs.)|

|-|| (i)| Number of equity shares|

| Nominal amount per equity share|-||| Total amount of equity shares (in Rs.)|

|-|| (ii)| Number of preference sharesNominal amount per preference share|-||| Total amount of preference shares (in Rs.)|

|}|}

	II. Number of members
	{\|
(a)	Maximum number of members
(b)	Maximum number of members excluding proposed employees
(c)	Number of members
(d)	Number of members excluding proposed employee(s)

Part C
11.	Particulars of the person who will be sole member of the OPCsubsequent upon conversion
	{\|
Director Identification number (DIN)	{\|

||-| *Income-tax permanent a/c no. (PAN)|

||-| *First name|

|-| Middle Name|

|-| *Surname|

|-| Family Name|

|-| *Father's nameMother's nameSpouse's name|-|

|-| *Place of Birth (District & State)|

|-| *Educational qualification|

|-| * Occupation TypeSelf-employedProfessionalHomemakerstudentServiceman|-| Area of Occupation|

|-| Permanent address||-| *Line I|

|-| Line II|

|-| *City|

|-| *State/ Union Territory|

|-| * Phone (with STD/ ISD code)-|

|-| Mobile (with country code)-|

|-| Fax|

|-| email id|

|-| *Whether present address is same as the permanent addressYesNo|-| Present Address|-| *Line I|

|-| Line II|

|-| *City|

|-| *State/ Union Territory|

|-| * Phone (with STD/ ISD code)-|

|-| Mobile (with country code)-|

|-| Fax|

|-| email id|

|-| *Duration of stay at present addressyear(s)month(s)|-| If Duration of stay at present address is less than one year then address of previous residence|-|

|-| *Proof of identity|

|-| *Residential Proof|

|}|}

12.	Nomination
	I(Small description box), the member of*(Small description box)do hereby nominate(Smalldescription box)who shall become the member of the companyin the event of my death or incapacity to contract. I declarethat the nominee is eligible for nomination within the meaning ofRule 3 of the Companies Rules, 2014.
13.	Particulars of the person who will be nominee of the solemember subsequent upon conversion
	{\|
Director Identification number (DIN)	{\|

||-| *Income-tax permanent a/c no. (PAN)|

||-| *First name|

|-| Middle Name|

|-| *Surname|

|-| Family Name|

|-| *Father's nameMother's nameSpouse's name|-|

|-| *Place of Birth (District & State)|

|-| *Educational qualification|

|-| * Occupation TypeSelf-employedProfessionalHomemakerstudentServiceman|-| Area of Occupation|

|-| Permanent address||-| *Line I|

|-| Line II|

|-| *City|

|-| *State/ Union Territory|

|-| * Phone (with STD/ ISD code)-|

|-| Mobile (with country code)-|

|-| Fax|

|-| email id|

|-| *Whether present address is same as the permanent addressYesNo|-| Present Address|-| *Line I|

|-| Line II|

|-| *City|

|-| *State/ Union Territory|

|-| * Phone (with STD/ ISD code)-|

|-| Mobile (with country code)-|

|-| Fax|

|-| email id|

|-| *Duration of stay at present addressyear(s)month(s)|-| If Duration of stay at present address is less than one year then address of previous residence|-|

|-| *Proof of identity|

|-| *Residential Proof|

|}|}

Attachments
1.	*Altered Memorandum of association
2.	*Altered Articles of association
3.	*Copy of the duly attested latest financial statement.
4.	*Copy of board resolution authorizing giving of notice;
5.	Certificate from a Chartered Accountant inpractice for calculation of the average annual turnover duringthe relevant period in case of conversion is on the basis of suchcriteria.
6.	Affidavit confirming that all the members of thecompany have given their consent for conversion, the paid upcapital of the company is Rs 50 lakhs or less and turnover isless than Rs 2 crores in the immediately preceding year.
7.	Copy of minutes, list of creditors and list of members.
8.	Copy of NOC of every creditors with the application forConversion.
9.	Consent of the nominee in Form No. INC.3
10.	Copy of PAN card of the nominee and member
11.	Proof of identity of the nominee and member
12.	Residential proof of the nominee and member
13.	Optional attachment(s) - if any.

Declaration
	I a (Drop down){Values: Director/Manager/ Company Secretary/ CEO/ CFO} of the company declare thatall the requirements of the Companies Act, 2013 and the rulesmade thereunder in respect to the conversion of the company andmatters precedent or incidental thereto have been complied with.I am authorized by the board of directors to give thisdeclaration and to sign and submit this Form. It is furtherdeclared and verified that
		* 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 promoters subscribing to the Memorandum ofAssociation and Articles of Association.
		No objection certificate has been received from the membersand creditors allowing conversion from private company into OPC.
		*All the required attachments have been completely, correctlyand legibly attached to this form.
	* To be digitally signed by
	Designation

	* Director identification number ofthe director; orDIN or PAN of the manager/ CEO/CFO; orMembership number of the Company Secretary	{\|

	To be digitally signed by
	Member (In case of conversion of OPC)
	PAN or DIN of member


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)

|}[***] [Omitted 'Form No. INC-7' by Notification No. G.S.R. 49(E), dated 20.1.2018 (w.e.f. 31.3.2014)]

{\|
{\|
[FORM NO. INC. 7] [Substituted by Notification No. G.S.R. 349(E), dated 1.5.2015 (w.e.f. 31.3.2014).][Pursuant to Section 7(1) of the Companies Act, 2013 and pursuant to Rule 10, 12, 14 and 15 of the Companies (Incorporation) Rules 2014]		Application for Incorporationof Company (Other than OPC)

	Form languageEnglishHindi
	Refer the instruction kit for filing the form.

1.	*Service Request Number (SRN) of Form INC. 1	{\|

||}

2.	(a)	Name of the company	{\|

	(b)	Type of Company is	{\|

| (c)| Class of Company|

	(d)	Category	{\|

| (e)| Sub Category|

(f)

Section 8 license number

* (g)

Company isHaving share capitalNot having share capital

3.	(a)	Name of the state/ Union territory in which the company is tobe registered
	{\|

|-|| (b)| Name of the office of the Registrar of Companies in which thecompany is to be registered|-||

|-|| (c)| * Whether the address for correspondence will be the address of Registered office of the Company|-||| YesNo|-|| (d)| Address for correspondence till the registered office of the company is established|-||

*Line I	{\|

|-| Line II|

|-| *City|

|-| *State/ Union Territory|

|-| *District|

| * Pin code|

|-| ISO Country code|

|-| Country|

|-| *Phone (With STD/ ISD code)|

| -|

|-| Fax|

|-| *email ID of the company|

|}|}

4.	I. Capital structure of the company
	{\|
(a)	Authorized capital of thecompany (in Rs.)	{\|

|-|| *(i)| No.of classes of equity sharesTotal number of equity shares|-||| Totalamount of equity shares (in Rs.)| {||-||}|-||| {||-| Numberof equity shares| Nominalamount per equity shares| Totalamount of equity shares|-||||-||||-||||-||||}|-|| *(ii)| Numberof classes of equity sharesTotal number of preference shares|-||| Totalamount of preference shares (in Rs.)| {||-||}|-||| {||-| Numberof equity shares| Nominalamount per equity shares| Totalamount of equity shares|-||||-||||-||||-||||}|-| (b)| Paidup capital of the company (in Rs.)| {||-||}|-|| (i)| No. of classesof equity sharesNominalamount per equity share|-||| Totalamount of equity shares (in Rs.)| {||-||}|-||| {||-| Numberof equity shares| Nominalamount per equity shares| Totalamount of equity shares|-||||-||||-||||-||||}|-|| (ii)| Numberof classes of equity sharesTotalnumber of preference shares|-||| Totalamount of preference shares (in Rs.)| {||-||}|-||| {||-| Numberof equity shares| Nominalamount per equity shares| Totalamount of equity shares|-||||-||||-||||-||||}|}|}

	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)

5.	* Main division of industrial activity of the company
	Description of the main division
	{\|

6.	*(a)	Whether the proposed company shall be conducting anyactivities which require approval from any sectoral regulator(Like RBI in case of NBFI and Banking activities) to commencesuch activities
		YesNo

(b)

If yes, please enter the name of such Regulatory authority and the proposed activity.

7.	*Enter the number of promoters (first subscribers to the Memorandum of Association (MOA))Particulars of Promoters (first subscribers to the MOA)
	{\|
* Category	{\|

|-| * Director Identification number(DIN) or Income- tax permanent account number (Income-tax PAN) or passportnumber or corporate identity number (CIN) Or foreign companyregistration number (FCRN) or any other registration number|

|-||}

* First Name	{\|

|-| Middle Name|

|-| * Surname|

|-| Family Name|

|-| *Father's NameMother's NameSpouse's name|-|

* Nationality	{\|

| * Date of Birth|

|-| * Gender (Radio button)MaleFemaleTransgender|}

* Place of Birth (District & State)	{\|

|-| * Occupation typeSelf EmployedProfessionalHomemakerStudentServiceman|}

* Area of Occupation	{\|

* Educational qualification	{\|

* Name of the entity	{\|

* Income tax permanent account number	{\|

Permanent Address/ Registered address/ Principal place of business

* Line I	{\|

* Line II	{\|

* City	{\|

* State/ Union Territory	{\|

| * Pin code|

* ISO Country Code	{\|

Country	{\|

* Phone (With STD/ ISD code)	{\|

| -|

Mobile	{\|

Fax	{\|

* email id	{\|

* Whether present address is same as the permanent addressYesNo (Radio button)

Present Address

* Line I	{\|

* Line II	{\|

* City	{\|

* State/ Union Territory	{\|

| * Pin code|

* ISO Country Code	{\|

Country	{\|

* Phone (With STD/ ISD code)	{\|

| -|

Mobile	{\|

Fax	{\|

* Duration of stay at present addressYearsMonths

If Duration of stay at present address is less than one year then address of previous residence

* Proof of identity	{\|

* Residential Proof	{\|

If already a director or promoter of a company(s), specifydetails of such company(s) (In case director or promoter in morethan three companies, attach seperate sheet as an optionalattachment)

Director Promoter CIN

Name of the company	{\|

Director Promoter CIN

Name of the company	{\|

Director Promoter CIN

Name of the company	{\|

* Number of shares subscribed* Total amount of sharessubscribed (in Rs.)

* Particulars of authorized person

a)	Name of the authorized person	{\|

|-| b)| Father's NameMother's NameSpouse's name|-||

|-| c)| GenderMaleFemaleTransgender|}

d)	Nationality	{\|

| e)| Date of Birth|

f)	Phone (With STD/ ISD code)	{\|

| -|

g)	email ID	{\|

|}|}

8.	(a)	* Whether the Articles are entrenched or notYesNo
		(If yes, entrenched Articles should be annexed thereto)
	(b)	Number of Articles to which provisions of entrenchment shallbe applicable
		Details of Articles to which provisions of entrenchment shallbe applicable
		{\|
Sr. No.	Article Number	Content

9.	Particulars of payment of stamp duty

	(a)	State or Union territory in respect of which stamp duty ispaid or to be paid	{\|

||-|| (b)| * Whether stamp duty is to be paid electronically throughMCA21 systemYesNoNot applicable|-||| (i) Details of stamp duty to be paid|-||

Type of document/ Particulars	Form INC.7	Memorandum of association	Articles of association
Amount of stamp duty to be paid (in Rs.)	{\|

|}|-|| (ii) Details of stamp duty to be paid|-||

Type of documents/ Particulars	Form INC 7	Memorandum of association	Articles of association	Others
Total amount of stamp duty paid (in Rs.)	{\|

|-| Mode of payment of stamp duty|

|-| Name of vendor or Treasury orAuthority or any other competent agency authorized to collectstamp duty or to sell stamp papers or to emboss the documents orto dispense stamp vouchers on behalf of the Government|||||-| Serial number of embossing or stamps or stamppaper or treasury challan number|||||-| Registration number of vendor|||||-| Date of purchase of stamps or stamp paper orpayment of stamp duty (DD/MM/YYYY)|

|-| Place of purchase of stamps or stamp paper orpayment of stamp duty|||||}|}

10.	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|-|| Income from Business/ professioncapital GainesIncomefrom house property|-|| Income from other sourceNo Income|-|| Business/ Profession code|-| 11.| Additional Information for Employer registration underEmployee State Insurance Corporation (ESIC)|-|| Type of UnitFactoryEstablishment|-||

Exact nature of Work/ Business carried on	Work Sub category
{\|
Drop Down

Drop Down

|}|}

** This information is mandatorily requiredto be filled in case of applicants desirous of applying for PANand or TAN at the time of Incorporation of a company. Thisfacility 15 available at the e-Biz portal only as per separateprocedure prescribed bye-Biz portal.

Attachments
1)	*Memorandum of association
2)	*Articles of association
3)	*Declaration in Form No. INC.8
4)	*Affidavit from each of the subscriber to the memorandum inForm No. INC.9
5)	*Proof of residential address
6)	Specimen Signature in Form INC.10
7)	Proof of identity
8)	Entrenched Articles of association
9)	Copy of In-principle approval granted by sectorial regulatorif already taken
10)	NOC in case there is change in the promoters (firstsubscribers to Memorandum of Association)
11)	Proof of nationality (in case the subscriber is a foreignnational)
12)	PAN card (in case of Indian national)
13)	Copy of certificate of incorporation of the foreign bodycorporate and registered office address
14)	Copy of resolution/ consent by all the partners or boardresolution authorizing to subscribe to MOA
15)	Optional attachment, if any

Declaration
I a personnamed in the articles as a declare that all therequirements of the Companies Act, 2013 and the rules madethereunder in respect to the registration of the company andmatters precedent or incidental thereto have been complied with.I am authorized by other promoters subscribing to the Memorandumof Association and Articles of Association and the firstdirectors to give this declaration and to sign and submit thisForm. It is further declared and verified 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 promoters subscribing to the Memorandum ofAssociation and Articles of Association.
2.	I have opened all the attachments to this Form and have verified these to be as per requirements, complete and legible;
3.	a/ anhaving Membership number *and/ orcertificate of practice numberhas been engaged to givedeclaration under section 7(1) (b) and such declaration isattached.
4.	Ia/ anthe applicant, In the capacity ofdo hereby declare that what is stated above is true to the best of my Information and belief.
To be digitally signed by
Designation
DIN of the director; or DIN or Income tax PAN of the manageror Membership number of the company secretary

Note:Attention is drawn to provisions ofsection 7(5) and 7(6) which, inter-alia, provides that furnishingof any false or incorrect particulars of any information orsuppression of any material information shall attract punishmentfor fraud under Section 447. Attention is also drawn toprovisions of section 448 and 449 which provide for punishmentfor false statement and punishment for false evidencerespectively.


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-8Declaration[Pursuant to section 7(1)(b) and rule 14 of the Companies (Incorporation ) Rules, 2014]Name of the Company:I ,......................,an advocate who is engaged in the formation of the companya Chartered Accountant in India who is engaged in the formation of the companya Cost Accountant in India who is engaged in the formation of the companya Company Secretary in practice in India who is engaged in the formation of the companydeclare that all the requirements of Companies Act, 2013 and the rules made thereunder relating to registration of the company under the Act and matters precedent or incidental thereto have been complied with.

Date:	Signature:
Place:	Membership No.:

Form No. INC-9[Declaration] [Substituted 'Affidavit' by Notification No. G.S.R. 708(E), dated 27.7.2018 (w.e.f. 31.3.2014).][Pursuant to section 7(1)(c) of the Companies Act, 2013 and rule 15 of the Companies (Incorporation) Rules, 2014]Name of the proposed company:I ......................, being the subscriber to the memorandum / named as first director in the articles, of the above named proposed company, hereby solemnly declare and affirm that:I have not been convicted of any offence in connection with the promotion, formation or management of any company during the preceding five years; andI have not been found guilty of any fraud or misfeasance or of any breach of duty to any company under this Act or any previous company law during the preceding five years; andAll the documents filed with the Registrar for registration of the company contain information that is correct and complete and true to the best of my knowledge and belief.

Date:	Signature:
Place:

[****] [Omitted by Notification No. G.S.R. 743 (E), dated 27.7.2016 (w.e.f. 31.3.2014).]

[FORM NO. INC. 10]Form for verification of signature of subscribers[Pursuant to rule 16 (1) (q) of Companies (Incorporation) Rules, 2014]{\|
	{\|
Size 4'*4'(passport size)

|-|| to be attested by Banker/ Notary|}

(i)(ii)

Attestation(To be self-attested with address)Note.- 1. In point no. 1 above, strike off whichever is not applicable.

|}[Form No. INC. 11] [Substituted by Notification No. G.S.R. 70(E), dated 25.1.2017 (w.e.f. 31.3.2014).]Government of IndiaMinistry of Corporate AffairsCentral Registration CentreCertificate of Incorporation[Pursuant to sub-section (2) of section 7 [and sub-section (1) of section 8] [Inserted by Notification No. G.S.R. 411(E), dated 7.6.2019 (w.e.f. 31.3.2014).] of the Companies Act, 2013 (18 of 2013) and rule 18 of the Companies (Incorporation) Rules, 2014]I hereby certify that < name of the company > is incorporated on this (i.e. FIRST, SECOND etc) day of < Month of approval of the work item in words > two thousand < YEAR of approval of the work item in words > under the Companies Act, 2013 (18 of 2013) and that the company is < limited by shares/ limited by guarantee/ unlimited company >.The Corporate Identity Number of the company isThe Permanent Account Number (PAN) of the company is < PAN >*/@Given under my hand at < Name of the city where the Registrar of Companies office is located > this < Date of approval of the work item in words (i.e FIRST, SECOND etc.)> day of < Month of approval of the work item in words > < YEAR of approval of the work item in words>.Digital Signature Certificate< Full name of the Authorizing officer approving the work-item>< Assistant Registrar of Companies/ Deputy Registrar of Companies/ Registrar of Companies>For and on behalf of the Jurisdictional Registrar of CompaniesRegistrar of CompaniesCentral Registration CentreDisclaimer. - This certificate only evidences incorporation of the company on the basis of documents and declarations of the applicant(s). This certificate is neither a license nor permission to conduct business or solicit deposits or funds from public. Permission of sector regulator is necessary wherever required. Registration status and other details of the company can be verified on www.mca.gov.inMailing Address as per record available in Registrar of Companies office:< Name of the company >< Address of the correspondence/ registered office of the company > Government Seal*as issued by the Income tax Department.@ This sentence along with the footnotes, would be indicated in the certificate only in cases where the PAN is allotted by the Income tax Department at the time of incorporation.[Form No. INC - 11ACertificate of Incorporation pursuant to conversion of Unlimited Liability company into limited liability Company[Pursuant to section 18 of the Companies Act, 2013 read with rules 37 of the companies (Incorporation Rules, 2014)]I hereby certify that..................(name of the company prior to conversion) Having unlimited liability has been converted into...............(name of the company after conversion) company having limited liability with effect from the date of this certificate and the company is limited by shares or limited by guarantee.The CIN of the company is ......................Given under my hand at................this..................day of......................two thousand.................SEAL :.......................Registrar of companies.....................

(State)]

{\|
[Form No. INC. 12] [Substituted by Notification No. G.S.R. 411(E), dated 7.6.2019 (w.e.f. 31.3.2014)][Pursuant to section 8(5) of the Companies Act, 2013 and Rule 20 of the Companies (Incorporation) Rules, 2014]		Application for grant of License to an existing company under section 8

	Form languageEnglishHindi
	Refer the instruction kit for filing the form.

1.	*(a) Corporate identity number (CIN)
	(b) Global location number (GLN) of company
2	(a) Name of the company
	(b) Address of the company

	(c) email ID of the company
3.	(a) Company is
	(b) Category	(c) Sub category
	(d) Whether the company is having share capitalYesNo
4.	I. Authorized capital of the company
	II. Maximum number of members
	Maximum number of members excluding present andpast employees

Main division of industrial activity of the company

	Description of the main division
	{\|

|-|| *b.| Brief description of the work, if any already done or proposedto be done in pursuance of section 8|-||

|-|| *c.| Grounds on which application is made|-||

6.	* Enter the number of directors
	(Specify information of two directors in case the company is a private company or three directors in case the company is a public company)

	Particulars of the directors
I.
	{\|
*Designation
*Director identification number (DIN)
*Name

Name of the company or institution whose nominee the appointee is (Only in case of nominee director)

II.
	{\|
*Designation
*Director identification number (DIN)
*Name

Name of the company or institution whose nominee the appointee is (Only in case of nominee director)

7.	* Enter the number of key managerial personnel
	(Specify information of up to four key managerial persons)

	Particulars of the key managerial personnel
I.
	{\|
*Designation
*Director identification number (DIN) orIncome-tax permanent account number (PAN)
*Name of the person

Membership number (in case of Company Secretary)

II.
	{\|
*Designation
*Director identification number (DIN) orIncome-tax permanent account number (PAN)
Name of the person

Membership number (in case of Company Secretary)

8.	(a)	* Whether the Articles are entrenchedYesNo
		(If yes, entrenched Articles should be annexed thereto)
	(b)	Number of Articles to which provisions of entrenchment shallbe applicable
		Details of Articles to which provisions of entrenchment shallbe applicable
	{\|
Sr. No.	Article Number	Content

	Attachments
	(1)	*Memorandum and articles of association
	(2)	*Declaration as per Form No. INC-14
	(3)	*Declaration as per Form No. INC-15
	(4)	*Estimated income and expenditure for next three years
	(5)	Approval/concurrence/NOC of the concerned authority/sectoral regulator, department or Ministry of the Central or State Government(s)
	(6)	Entrenched articles of association
	(7)	Copy of resolution passed in general meeting and board meeting
	(8)	Last one/two year's financial statement(s), boards report(s) and Audit report(s)
	(9)	Assets and liabilities statements with their values as per applicable rule
	(10)	List of directors.
	(11)	List of key managerial personnel.
	(12)	Optional attachment, if any

Declaration
I *	{\|

|-||| authorized by the Board of Directors of the Company vide resolution numberdated|-| declare that all the requirements of Companies Act, 2013 and the Rules thereto made thereunder in respect of the subject matter of this form have been complied with.|-||| *I also declare that all the information given herein above is true, correct and complete including the attachments to this form and nothing material has been suppressed.|-||| *It is hereby further certified that, ahaving Membership numberand certificate of practice numberhas been engaged to give declaration under section 8(5) and rule 20(2) (b) and such declaration is attached.|}

*To be digitally signed by
* Designation
*Director Identification Number ofthe director; orMembership number of the companysecretary; orPAN or DIN of the manager or CEO or CFO	{\|

|-| Note. - Attention is drawn to provisions of Section 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 evidence respectively.|}


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)

{\|
[Form No. INC-13] [Substituted by Notification No. G.S.R. 442(E), dated 29.5.2015 (w.e.f. 31.3.2014).]
Memorandum of Association
[See rule 19(2)the Companies(Incorporation ) Rules, 2014].
1.	The name of the company is "....................".
2.	The registered office of the company will be situated in theState of.......................
3.	The objects for which the company is established are:
		.....................................................................................
		.....................................................................................
		the doing of all such other lawful things as considerednecessary for the furtherance of the above objects :
		Provided that the company shall not support with its funds, orendeavour to impose on, or procure to be observed by its membersor others, any regulation or restriction which, as an object ofthe company, would make it a trade union.
4.	The objects of the company extend to the ...............
	[Here enter the name of the State or States, and Country orCountries]
5.	(i)	The profits, if any, or other income and property of thecompany, whensoever derived, shall be applied, solely for thepromotion of its objects as set forth in this memorandum.
	(ii)	No portion of the profits, other income or property aforesaidshall be paid or transferred, directly or indirectly, by way ofdividend, bonus or otherwise by way of profit, to persons who, atany time are, or have been, members of the company or to any oneor more of them or to any persons claiming through any one ormore of them.
	(iii)	No remuneration or other benefit in money or money’sworth shall be given by the company to any of its members,whether officers or members of the company or not, except paymentof out-of-pocket expenses, reasonable and proper interest onmoney lent, or reasonable and proper rent on premises let to thecompany.
	(iv)	Nothing in this clause shall prevent the payment by thecompany in good faith of prudent remuneration to any of itsofficers or servants (not being members) or to any other person(not being member), in return for any services actually renderedto the company.
	(v)	Nothing in clauses (iii) and (iv) shall prevent the payment bythe company in good faith of prudent remuneration to any of itsmembers in return for any services (not being services of a kindwhich are required to be rendered by a member), actually renderedto the company;
6.	No alteration shall be made to this memorandum of associationor to the articles of association of the company which are forthe time being in force, unless the alteration has beenpreviously submitted to and approved by the Registrar.
7.	The liability of the members is limited.
8.	[For Companies Limited by Guarantee]
	Each member, undertakes to contribute to the assets of thecompany in the event of its being wound up while he is a memberor within one year afterwards, for payment of the debts orliabilities of the company contracted before he ceases to be amember and of the costs, charges and expenses of winding up, andfor adjustment of the rights of the contributories amongthemselves such amount as may be required not exceeding a sum ofRs. ................
	[For Companies Limited by Shares]
	The share capital of the company will consist of Rs.................. divided into .................. shares of................. rupees each.
9.	(1)	True accounts shall be kept of all sums of money received andexpended by the company and the matters in respect of which suchreceipts and expenditure take place, and of the property, creditsand liabilities of the company; and, subject to any reasonablerestrictions as to the time and manner of inspecting the samethat may be imposed in accordance with the regulations of thecompany for the time being in force, the accounts shall be opento the inspection of the members.
	(2)	Once at least in every year, the accounts of the company shallbe examined and the correctness of the balancesheet and theincome and expenditure account ascertained by one or moreproperly qualified auditor or auditors.
**10.	If upon a winding up or dissolution of the company, thereremains, after the satisfaction of all the debts and liabilities,any property whatsoever, the same shall not be distributedamongst the members of the company but shall be given ortransferred to such other company having objects similar to theobjects of this company, subject to such conditions as theTribunal may impose, or may be sold and proceeds thereof creditedto the Rehabilitation and Insolvency Fund formed under section269 of the Act.
**11.	The Company can be amalgamated only with another companyregistered under section 8 of the Act and having similar objects.
12.	We, the several persons whose names, addresses, descriptionsand occupations are hereunto subscribed are desirous of beingformed into a company not for profit, in pursuance of thisMemorandum of Association:
	Names, addresses, descriptions and occupations of subscribers:
	1......................................of................................*
	2......................................of................................*
	3......................................of................................*
	4......................................of................................*
	5......................................of................................*
	6......................................of................................*
	7......................................of................................*
	Witnesses to the above signatures of:
	1. ...................................
	2. ...................................
	Dated the.................... day of...................20....
	*If the association is a company limited by shares, here enter
	"number of shares" taken by each subscriber.
	** Note: Section 8 company which is an Electoral Trust as perthe Electoral Trusts Scheme, 2013 read with section 2(22AAA) ofthe Income-tax Act, 1961 may amalgamate with another section 8company having the object of an Electoral Trust or may wind up ordissolve only after disbursing all its funds as per the scheme.

|}Form No. INC-14Declaration[Pursuant to section 7(1)(b) and rule 19 (3)(b) of the Companies (Incorporation) Rules, 2014]Name of the Company:I ,......................,an advocate who is engaged in the formation of the companya Chartered Accountant in India who is engaged in the formation of the companya Cost Accountant in India who is engaged in the formation of the companya Company Secretary in practice in India who is engaged in the formation of the companydo hereby declare that:

(a)the draft memorandum and articles of association have been drawn up in conformity with the provisions of section 8 and rules made thereunder; and

(b)all the requirements of Companies Act, 2013 and the rules made thereunder relating to registration of the company under section 8 of the Act and matters precedent or incidental thereto have been complied with.

Date:	Signature:
Place:	Membership No.:

Form No. INC-15Declaration[Pursuant to rule 19 (3)(d) of the Companies (Incorporation ) Rules, 2014]In connection with the application of ............. [name of the proposed company] for a licence under section 8 of the Companies Act, 2013, I ..............................., [ name of the person ] do hereby declare that -

(a)the draft memorandum and articles of association have been drawn up in conformity with the provisions of section 8 and rules made thereunder; and

(b)all the requirements of the Act and the rules made thereunder relating to registration of the company under section 8 and matters incidental or supplemental thereto have been complied with;

and I make this solemn declaration conscientiously believing the same to be true.

Date:	Signature:
Place:	Name:
	Address:

{\|
[Form No. INC-16] [Substituted by Notification No. G.S.R. 442(E), dated 29.5.2015 (w.e.f. 31.3.2014).]
Licence under section 8 (1) of the CompaniesAct, 2013
[See rule 20 the Companies (Incorporation )Rules, 2014]
Whereas it has been proved to my satisfaction that......................, a person or an association of persons tobe registered as a company under the Companies Act, 2013, forpromoting objects of the nature specified in clause (a) ofsub-section (1) of section 8 of the said Act, and that it intendsto apply its profits, if any, or other income and property inpromoting its objects and to prohibit the payment of any dividendto its members;
Now, Therefore, in exercise of the powers conferred by section8 of the said Act, I, the Registrar at ..........., hereby grant,this Licence, directing that the said person or association orpersons be registered as a company with limited liability withoutthe addition of the word "Limited", or as the case maybe, the words "Private Limited" to its name, subject tothe following conditions, namely:-
(1)	that the said company shall in all respects be subject to andgoverned by the conditions and provisions contained in itsmemorandum of association;
(2)	that the profits, if any or other income and property of thesaid company, whensoever derived, shall be applied solely for thepromotion of the object as set forth in its memorandum ofassociation and that no portion thereof shall be paid ortransferred, directly or indirectly, by way of dividend, bonus,or otherwise by way of profit, to persons who at any time are orhave been members of the said company or to any of them or to anyperson claiming through any one or more of them;
(3)	that no remuneration or other benefit in money or money'sworth shall be given by the company to any of its members exceptpayment of out-of-pocket expenses, reasonable and proper intereston money lent, or reasonable and proper rent on premises let tothe company;
(4)	that nothing in this clause shall prevent the payment by thecompany in good faith of prudent remuneration to any of itsofficers or servants (not being members) or to any other person(not being member), in return for any services actually renderedto the company;
(5)	that nothing in clauses (3), (4) and (5) shall prevent thepayment by the company in good faith of prudent remuneration toany of its members in return for any services (not being servicesof a kind which are required to be rendered by a member),actually rendered to the company;
(6)	that no alteration shall be made to the memorandum ofassociation or to the articles of association of the company,which are for the time being in force, unless the alteration hasbeen previously submitted to and approved by the Registrar ;
*(7)	The Company can be amalgamated only with another companyregistered under section 8 of the Act and having similar objects;and
(8)	that, without prejudice to action under any law for the timebeing in force, this Licence shall be liable to be revoked, ifthe company:
	(a)	contravenes any of the requirements of section 8 of the Act orthe rules made thereunder or any of the conditions subject towhich a Licence is issued;
	(b)	if the affairs of the company are conducted fraudulently or ina manner violative of the objects of the company or prejudicialto public interest.
		......................................
		Registrar
	Dated this......................... dayof......................20............
* Note: Section 8 company which is an Electoral Trust as perthe Electoral Trusts Scheme, 2013 read with section 2(22AAA) ofthe Income-tax Act, 1961 may amalgamate with another section 8company having the object of an Electoral Trust or may wind up ordissolve only after disbursing all its funds as per the Scheme.

{\|
Form No. INC-17
Licence under section 8(5) of the CompaniesAct, 2013
[Pursuant to rule 20 the Companies(Incorporation) Rules, 2014]
Whereas it has been proved to my satisfactionthat the objects of.....................................Limited/Private Limited, being a company registered under the CompaniesAct, ........, as a limited company are restricted to thosespecified in, clause (a) of sub-section (1) of section 8 of thesaid Act and that it intends to apply its profits, if any, orother income in promoting its objects and to prohibit the paymentof any dividend to its members;
Now, Therefore, in exercise of the powersconferred by sub-section (5) of section 8 of the said Act, I, theRegional Director at ...................., hereby grant thislicence authorising the company by a special resolution to changeits name by omitting the word "Limited", or as the casemay be, the words "Private Limited" from such namesubject to the following conditions, namely:
(1)	that the said company shall in all respects besubject to and governed by the conditions and provisionscontained in its memorandum of association;
(2)	that the profits, if any or other income andproperty of the said company, whensoever derived, shall beapplied solely for the promotion of the objects as set forth inits memorandum of association and that no portion thereof shallbe paid or transferred, directly or indirectly, by way ofdividend, bonus or otherwise by way of profit to persons who atany time are or have been members of the said company or to anyof them or to any person claiming through any one or more ofthem;
(3)	that no remuneration or other benefit in moneyor money's worth shall be given by the company to any of itsmembers except payment of out-of-pocket expenses, reasonable andproper interest on money lent, or reasonable and proper rent onpremises let to the company;
(4)	that nothing in this clause shall prevent thepayment by the company in good faith of prudent remuneration toany of its officers or servants (not being members) or to anyother person (not being member), in return for any servicesactually rendered to the company;
(5)	that nothing in clauses (3) and (4) shallprevent the payment by the company in good faith, of prudentremuneration to any of its members in return for any services(not being services of a kind which are required to be renderedby a member), actually rendered to the company;
(6)	that no alteration shall be made to thememorandum of association or in the articles of association ofthe company, which are for the time being in force, unless thealteration has been previously submitted to and approved by theRegistrar;
(7)	The Company can be amalgamated only with another companyregistered under section 8 of the Act and having similar objects;and
(8)	that, without prejudice to action under any other law for thetime being in force, this licence shall be liable to be revoked,if the company:
	(a)	contravenes any of the requirements of section 8 of the Act orthe rules made thereunder or any of the conditions subject towhich a licence is issued;
	(b)	if the affairs of the company are conducted fraudulently or ina manner violative of the objects of the company or prejudicialto public interest.
	...............................
	Registrar
	Dated this................................ dayof..........20..........

{\|
FORM NO. INC. 18[Pursuant to Section 8(4)(ii) of The Companies Act, 2013 and Rule 21(3) of The Companies (Incorporation) Rules 2014]		Application to Regional Directorfor conversion of section 8company into company of anyother kind

	Form languageEnglishHindi
	Refer the instruction kit for filing the form.

1.	(a)	* Corporate identification number (CIN) of the company	{\|

||}

	(b)	Global location number (GLN) of the company	{\|

2.	(a)	Name of the company	{\|

|-|| (b)| Registered office address of the company|-||

|-|| (c)| email ID of the company|

3.	License number issued to the Company under Section 8	{\|

4.	(a)	Date of incorporation of the company	{\|

	(b)	Type of company	{\|

5.	*Present object of the company
	{\|

|-| 6.| *The proposed object of the company after conversion and thechanges in the activities and operations of the company andmanner of application of its income and assets, after theproposed conversion|-||

|-| 7.| Brief description of the activities of the company done inpursuance of section 8, if any|-||

|-| 8.| *Detailed reasons for conversion into any other kind ofcompany|-||

9.	(a)	* Date of passing board resolution	{\|

|-|| (b)| * Date of passing special resolution|

	(c)	* SRN of Form No. MGT.14	{\|

10.	(a)	* Whether the company is regulated under a special ActYesNo
	(b)	If yes, furnish the below details

		(i)	* Name of the regulatory body	{\|

		(ii)	Date of obtaining the approval of regulatory body approving conversion	{\|

11.	* Number of existing director(s) and key managerial personnel
	* Particulars of existing director(s) and key managerialpersonnel
	{\|
(i)	DIN or Income tax PAN
(ii)	Name	{\|

|-| (iii)| Designation|

|}|}

12.	* Whether the company has obtained any special status/privilege as mentioned in rule 22(4)YesNo
	(If yes, name the authority and attach No objectioncertificate)	{\|

13.	* Whether the company has acquired any immovable property through lease or otherwise from any Government or authority or body corporate or person since incorporation at concessional rate or free of costYesNo
	(If yes, attach the proof of payment of different amountas per rules)

14.	* Whether company has received any donation and/ or grant/ benefits from any person or authority since incorporationYesNo
	(If yes, attach the details ofthe same)

15.	* Whether there is any surplus amount after payment of dues to be transferred to IEPF as per applicable ruleYesNo
	If yes, mention the amount to be so transferred	{\|

16.	* Whether the company is regular in filing of financial statements, annual returns and other due statutory filingsYesNo

17.	* Whether NOC is obtained from all the creditorsYesNo (If Yes, attach the NOC)

18.	*Whether the company is being regulated by any sectoralregulatorYesNo
	If yes, attach approval/ concurrence of the regulator andspecify the below
	Name of the regulator	{\|

	Letter number	{\|

| Approval/ concurrence Dated|

19.	I *	{\|

|-|| the Director of the company hereby affirm that:|-|| a)| The conversion is not being sought with the object ofdepriving the creditors of their dues or to cause loss orprejudice to any person.|-|| b)| No portion of the income or property of thecompany has been paid or transferred directly or indirectly byway of dividend or bonus or otherwise to persons who are or havebeen members or promoters of the company or to any one or more ofthem or to any persons claiming through any one or more of them.|-|| c)| I/ We shall be liable under section 448 of theAct and under relevant provision of the Indian Penal Code, 1860and any other law as applicable, if any statement in thisapplication is found to be false or any fact in any materialparticular is found to be omitted.|}

Attachment(s)
1.	* Memorandum of association;
2.	* Articles of association;
3.	*Copy of board resolution(s);
4.	*Copy of the special resolution passed and Notice conveningthe general meeting along with the relevant explanatory statementannexed thereto;
5.	*Certificate from CA/CS/CWA (in practise) certifying that theconditions laid down in the Act and rules, have been compliedwith;
6.	*Statement of assets and liabilities of the company as on thedate not earlier than thirty days of that date duly certified bythe auditor;
7.	*Copy of valuation report by a registered valuer about themarket value of assets;
8.	*Audited financial statements, the Board’sreports, annual returns and the audit reports for each of the twofinancial years immediately preceding the date of the applicationor, where the company has functioned only for one financial year,for such year;
9.	Statement of financial position if applicable;
10.	Full details of fixed assets alienated if any, during thepreceding three financial years;
11.	Written consent of the lenders, if any loan is outstanding;
12.	NOC from the concerned authority in case special status;
13.	Proof of payment of differential amount;
14.	Details of donation/grant/benefit received since incorporationof company;
15.	Copy of NOC received from sectoral regulatory authority;
16.	NOC from all the creditors
17.	Optional attachment(s)

Declaration
I am authorized by the Board of Directors of theCompany vide resolution numberdatedto 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;
3.	* I	{\|

|-|| a *{Drop down - Values: Chartered Accountant/Company Secretary/ Cost Accountant/} having *Membership numberand *Certificate of practice numberhas been engaged to givedeclaration as per applicable rules and such declaration isattached.|-|| * To be digitally signed by|-|| Director|-|| * Director identification number of the director|}

Note: Attention is drawn to provisions ofSection 448 and 449 which provide for punishment for falsestatement/ certificate and punishment for false evidencerespectively.


For office use only:
eForm Service request no. (SRN)	eForm filing date
Digital signature of the authorising officer
This e-Form is hereby approved
This e-Form is hereby rejected
Date of signing		(DD/MM/YYYY)

Form No. INC-19
Notice
[Pursuant to rule 22the Companies(Incorporation ) Rules, 2014]
1.	Notice is hereby given that in pursuance ofsub-section (5) of section 8 of the Companies Act, 2013, anapplication has been made to the Registrar at ............. for alicence that ------ a limited company may be given a licence tobe registered under sub-section (5) of section 8 of the CompaniesAct, 2013 without the addition of the word "Limited" orthe case may be, the words "Private Limited" to itsname.
2.	The principal objects of the company are as follows:
	..........................................................................................................
	...........................................................................................................
	...........................................................................................................
3.	A copy of the draft memorandum and articles of the proposedcompany may be seen at.................] [give the address here].
4.	Notice is hereby given that any person, firm,company, corporation or body corporate, objecting to thisapplication may communicate such objection to the Registrar at............., within thirty days from the date of publication ofthis notice, by a letter addressed to the Registrar (give theaddress) a copy of which shall be forwarded to in the Applicantat (give the address).
	Dated this.....................dayof...................20...........
	Name (s) of Applicant
	1. ______________
	2. ______________

{\|
FORM NO. INC. 20[Pursuant to Section 8(4) and 8(6) of The Companies Act, 2013 and Rule 23 of The Companies (Incorporation) Rules 2014]		Intimation to Registrar ofrevocation/ surrender oflicense issued undersection 8

	Form languageEnglishHindi
	Refer the instruction kit for filing the form.

1.	(a)	* Corporate identification number (CIN) of the company	{\|

||}

	(b)	Global location number (GLN) of the company	{\|

2.	(a)	Name of the company	{\|

|-|| (b)| Address of the Registered office address of the company|-||

|-|| (c)| Type the company|

|-|| (d)| email ID of the company|

3.	License number issued under Section 8	{\|

4.	* Whether application for revocation of license is made
	VoluntarilyOn directions of the central government

5.	(a)	* Date of issue of order
	(b)	* Due date for filing the order
	(c)	* SRN of form INC.18
	(d)	* Reason for revocation/ surrender of such license
	{\|

|-| 6.| * Mention the name of the company in view of the order ofrevocation of license under section 8|-||

|-|| (The word(s) Private limited, Limited may beadded in name of the company and the word(s) like Electoraltrust, foundation, forum, association, federation, chambers,confederation, council etc. shall be removed from the name.Thereupon the status of company will be changed accordingly.)|}

Attachment(s)
(1)	* Copy of order of Central Government;
(2)	* Copy of altered Memorandum and articles of association;
(3)	* Declaration of directors for compliance of conditions;
(4)	Optional attachment(s) (if any)

Declaration
I am authorized by the Board of Directors of theCompany vide * resolution number* datedto 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
	* Designation
	* Director identification number of the director; or
	DIN or PAN of the manager or CEO or CFO; or
	Membership number of the company secretary

Note: Attention is drawn to provisions ofSection 448 and 449 which provide for punishment for falsestatement/ certificate and punishment for false evidencerespectively.


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. 20A] [Inserted by Notification No. G.S.R. 1219(E), dated 18.12.2018 (w.e.f. 31.3.2014).][Pursuant to Section 10(1)(a) of the Companies Act, 2013 and Rule 23A of The Companies (Incorporation) Rules 2014]		Declaration forcommencement of business

	Form languageEnglishHindi
	Refer the instruction kit for filing the form.

1.	*(a)	Corporate identification number (CIN) of the company	{\|

||}

	(b)	Global location number (GLN) of the company	{\|

2.	(a)	Name of the company	{\|

|-|| (b)| Address of the Registered office address of the company|-||

|-|| (c)| email ID of the company|

3.	(a) *Whether the affairs of the Company is regulated by any sectoral regulator (like RBI in case of NBFI activities)YesNo
	(b) *Specify the name of the regulatorSpecify 'others'
	(c) *Specify the letter number/registration numberand date of approval/registration


Attachment(s)		List of Attachment
(1)	*Subscribers Proof of payment for value of shares
(2)	Certificate of Registration issued by the RBI (Only in case of Non-Banking Financial Companies)/ from other regulators
(3)	Optional attachment(s) (if any)

Declaration
I am authorized by the Board of Directors of the Company vide resolution number. ** datedto sign this form and declare that all the requirements of 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 further declare that:
1.	Whatever is stated in this form and in the attachments thereto is true, correct and complete and no information material to the subject matter of this form has been suppressed or concealed and is as per the original records maintained by the company.
2.	All the required attachments have been completely and legibly attached to this form.
3.	Every subscriber to the MOA has paid the value for shares agreed to be taken by him
4.	The company has filed with the registrar a verification of its registered office as provided in subsection (2) of section12.
	*To be digitally signed byDirector
	*Director identification number
	Certificate by practicing professionalI declare that I have been duly engaged for the purpose of certification of this form. It is hereby certified that I have gone through the provisions of the Companies Act, 2013 and Rules thereunder relevant to this form and I have verified the above particulars (including attachment(s)) from the original records maintained by the Company/applicant which is subject matter of this form and found them to be true, correct and complete and no information material to this form has been suppressed.

*Chartered accountant (in whole-time practice) orCompany secretary (in whole-time practice)	Cost accountant (in whole-time practice) or
*Whether associate or fellowAssociateFellow
* Membership number
* Certificate of practice number

Note: Attention is drawn to provisions ofSection 448 and 449 which provide for punishment for falsestatement/ certificate and punishment for false evidencerespectively.


\|-	This eForm has been taken on file maintained by the registrar of companies through electronic mode and on the basis of statement of correctness given by the company

|}[***] [Omitted 'Form No. INC. 21' by Notification No. G.S.R. 442(E), dated 29.5.2015 (w.e.f. 31.3.2014).]

{\|
{\|
FORM NO. INC. 21[Pursuant to Section 11(1)(a) of the Companies Act, 2013 and Rule 24 of the Companies (Incorporation) Rules 2014]		Declaration prior to thecommencement of business orcompany into company of anyexercising borrowing powers

	Form languageEnglishHindi
	Refer the instruction kit for filing the form.

1.	(a)	* Corporate identification number (CIN) of the company	{\|

||}

	(b)	Global location number (GLN) of the company	{\|

2.	(a)	Name of the company	{\|

|-|| (b)| Address of the registered office address of the company|-||

|-|| (c)| email ID of the company|

3.	(a)	*Whether the affairs of the Company is regulated by anysectoral regulator (like RBI in case of NBFI activities)
		YesNo
	(b)	* Specify the name of the regulator	{\|

		Specify 'others'	{\|

|-|| (c)| * Specify the letter number/ registration numberand date ofapproval/ registration|}

4.	* Particulars of the paid up capital
	Total paid up capital of the company	{\|

(i)	(a)	Number of total equity shares	{\|

| (b)| Nominal amount per equity share|

|-|| (c)| Total amount of equity shares|

(i)	(a)	Number of total preference shares	{\|

| (b)| Nominal amount per preference share|

|-|| (c)| Total amount of preference shares|

|-| 5.| Particulars of payment of stamp duty|-|| State or Union territory in respect of which stamp duty is paid|-||

Type of document/ Particulars	Form INC. 21
*Total amount of stamp paper (in Rs.)
Mode of payment of stamp duty
Name of vendor authorized to sell stamp papers on behalf ofthe Government
Serial number of stamp paper
Registration number of vendor
Date of purchase of stamp paper	(DD/MM/YYYY)
Place of purchase of stamp paper

Attachments		List of Attachments
(1)	* Specimen signature in form INC.10.		{\|

|-| (2)| Certificate of Registration issuedby the RBI(Only in case of Non-Banking Financial Companies)/ from otherregulators||-| (3)| Optional attachment(s) (if any)|||}

Declaration
I am authorized by the Board of Directors of theCompany vide resolution number, 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.
3.	Every subscriber to the MOA has paid the valuefor shares agreed to be taken by him and the paid up capital thecompany is not less than the 1 lakh rupees in case of privatecompany or 5 lakh rupees in case of public company.
4.	The company has filed with the registrar a verification of itsregistered office as provided in subsection (2) of section 12.
	* To be digitally signed by
	Director
	* Director identification number

Note: Attention is drawn to provisions ofSection 448 and 449 which provide for punishment for falsestatement/ certificate and punishment for false evidencerespectively.


This eForm has been taken on file maintainedby the registrar or companies through electronic mode and on thebasis of statement of correctness given by the company.

|}|}

{\|
[FORM NO. INC. 22] [Substituted by Notification No. G.S.R. 49(E), dated 20.1.2018 (w.e.f. 31.3.2014).][Pursuant to Section 12(2) & (4) of the Companies Act, 2013 and Rule 25 and 27 of the (Incorporation) Rules 2014]		Notice of situation orchange of situation ofregistered office

	Form languageEnglishHindi
	Refer the instruction kit for filing the form.

1.	*This Form is forNew companyExisting company
2.	*(a)	Corporate identity number (CIN) or SRN of RUN	{\|

||-|| (b)| Global location number (GLN) of company|

3.	(a)	Name of the company	{\|

|-|| (b)| Address of the registered office of the company|-|||

|-|| (c)| Name of the office of existing Registrar of Companies (ROC)|-|||

|-|| (d)| *Purpose of the form|-||| Change within local limits of city, town or village|-||| Change outside local limits of city, town or village, withinthe same RoC and state|-||| Change in RoC within the same state|-||| Change in state within the jurisdiction of same RoC|-||| Change in state outside the jurisdiction of existing RoC|}

4.	Notice is hereby given that
	*(a)	The address of the registered office of the company witheffect from
		(DD/MM/YYYY) is
		The date of incorporation of company is

		* Address Line I	{\|

|-||| Line II|

|-||| * City|

|-||| * District|

		* State/ Union Territory	{\|

		Country	{\|

|-||| * Pin Code|

|-||| * email ID|

(b)	* Registered office is
	Owned by company	Owned by director (Not taken on lease by company)
	Taken on lease by company	Owned by any other entity/ Person (Not taken on lease bycompany)
(c)	* Name of office of proposed RoC or new RoC
	{\|

|-|| (d)| Full address of the police station under whose jurisdiction the registered office is situated|}

		* Name	{\|

|-||| * Address Line I|

|-||| Address Line II|

|-||| * City|

		State/ Union Territory	{\|

		* Pin code	{\|

(e)	* Particulars of the Utility Services Bill depicting theaddress of the registered office
	(not older than two months)	{\|

5.	(a)	*SRN of Form MGT-14	{\|

|-|| (b)| *SRN of Form No. INC-28|

	(c)	* Date of order of the Central Government	{\|

| (DD/MM/YY)|}

Attachments	List of Attachments
(1)	*Proof of Registered Office address (Conveyance/ Lease deed/Rent Agreement along with the rent receipts) etc.;	{\|

|-| (2)| *Copies of the utility bills as mentioned above (not olderthan two months);||-| (3)| *A proof that the Company is permitted to use the address asthe registered office of the Company if the same is owned by anyother entity/ Person (not taken on lease by company);||-| (4)| *Copy of order of competent authority;||-| (5)| List of all the companies (specifying their CIN) having thesame registered office address, if any;||-| (6)| Optional attachment, if any.||-|||||}

Declaration
I *	{\|

|-|| {||-| A person named in the articles as a|| of the company|}|-|| have been authorized by the Board of Directors of the companyvide resolution numberdatedto sign this form and declare that|-|| * all the requirements of The Companies Act, 2013 and therules made thereunder in respect of the subject matter of thisform and matters incidental thereto have been complied with.|-|| * I also declare that all the information given herein aboveis true, correct and complete including the attachments to thisform and nothing material has been suppressed.|-|| {||-| It is hereby further certified that, a||}|-|| having Membership Numberand certificate of practice numbercertifying this form has been duly engaged for this purpose|-|| * To be digitally signed by|-|| {||-| * Designation||}|-|| * Director identification number of the director; or|-|| DIN or PAN of the manager or CEO or CFO; or|-|| Membership number of the Company secretary|}

Certificate by practicing professional
I declare that I have been duly engaged for thepurpose of certification of this form. It is hereby certifiedthat I have gone through the provisions of The Companies Act,2013 and rules thereunder for the subject matter of this form andmatters incidental thereto and I have verified the aboveparticulars (including attachment(s)) from the original recordsmaintained by the company which is subject matter of this formand found them to be true, correct and complete and noinformation material to this form has been suppressed. I furthercertify that:
1.	The said records have been properly prepared,signed by the required officers of the company and maintained asper the relevant provisions of The Companies Act, 2013 and werefound to be in order;
2.	All the required attachments have been completely and legibility attached to this form;
3.	I further declare that I have personally visited theregistered office given in the form at the address mentionedherein above and verified that the said registered office of thecompany is functioning for the business purposes of the company.
	To be digitally signed by

	Chartered accountant (in whole-time practice) or	Cost accountant (in whole-time practice) or
	Company secretary (in whole-time practice)
	* Whether associate or fellowAssociateFellow
	* Membership number	{\|

|-|| * Certificate or practice number|

Note: Attention is drawn to provisions ofSection 448 and 449 which provide for punishment for falsestatement/ certificate and punishment for false evidencerespectively.


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 registered
Date of signing		(DD/MM/YYYY)
OR

This eForm has been taken on file maintained by the register of companies through electronic mode and on the basis of statement of correctness given by the filing company

{\|
[Form No. INC - 22A] [Inserted by Notification No. G.S.R. 144(E), dated 21.2.2019 (w.e.f. 31.3.2014).][Rule 25A of The Companies (Incorporation)Rules, 2014]		Active (Active Company TaggingIdentities and Verification)

Form languageEnglishHindi
Refer the instruction kit for filing the form.
1.	*(a) Corporate Identity Number (CIN) of thecompany
	* (b) Name of the Company
	*(c) Address of registered office (Photo of theRegistered Office also showing therein atleast oneDirector(s)/KMP who has affixed his/her Digital Signature to thisform is mandatory)

	{\|
Latitude	Longitude

|-|| (d) *email ID of the company|||-|| (e) *Enter OTP for email ID of the company|||-|| (f) *Whether the company is listedYesNo|-| 2.| *(a) Number of Directors|||-|| (b) The Maximum Number of Directors are beyondlimits prescribed in Companies Act, 2013 based on resolutiondatedfiled vide SRN of Form No. MGT-14|-|| *(c) List of Directors as on date of filing.|-||

Sr. No	DIN	Name of Directors	Status of DIN

|-|| (Before filing Active Company TaggingIdentities and Verification (ACTIVE) eform, please ensure that theDINs of all Directors are in 'approved' status and are neither'De-activated due to non-filing of DIR-3 KYC' nor 'Disqualifiedu/s 164(2)')|-| 3.| *Details of statutory auditor(s).|-|| *Number of auditor(s) appointed|-|| I. *Category of AuditorIndividualAuditor's Firm|-|| *Income Tax permanent account number of auditoror auditor's firm||-|| *Name of the auditor or auditor's firm||-|| *Membership Number of auditor or auditor'sfirm's registration number||-|| *Period of account for which appointed| From||-| 4.| Whether the company is required to appoint CostAuditor| YesNo||-|| Number of cost auditor(s)||-|| I. Category of AuditorIndividualPartnership firmLimited liability partnership|-|| Membership number of the Cost Auditor/ memberrepresenting the Cost Auditor's Firm/LLP||-|| Name of the cost auditor or member representingthe firm/LLP||-|| Firm Registration Number(FRN) of the CostAuditor/Cost Auditor's firm/LLP||-|| Name of the Cost auditor's firm/LLP||-|| Financial year to be covered by the costauditor(s) From||-| 5.| Details of the Managing director or ChiefExecutive Officer (CEO) or Manager or Whole-time Director of thecompany|-|| Number of roles||-|| DIN/PAN||-|| Name||-|| Designation||-|| Whether the company has Managing Director or CEOYesNo|-| 6.| Details of Company Secretary of the company, ifapplicable.|-|| PAN||-|| Name||-|| Membership Number||-| 7.| Details of the Chief Financial Officer (CFO) ofthe company, if applicable.|-|| PAN||-|| Name||-| 8.| *Details of forms AOC-4/AOC-4 XBRL and MGT-7filed for FY 2017-18|-|| *SRN of AOC-4/ AOC-4 XBRL||-|| *SRN of MGT-7||-| Attachments| List of attachments|-|| 1. *Photograph of Registered Office showingexternal buildingand inside office also showing therein atleastone director/KMPwho has affixed his/her Digital Signature tothis form.||-|| 2. Optional Attachment(s), if any|||-|||||-| Declaration|-| I hereby declare that the registered Office issituated in the address mentioned above, the details ofdirectors, KMP, auditors are presently associated with thecompany are correct.|-| Verification|-| I, hereby confirm and verify that theparticulars given in the Form herein above are true and also arein agreement with the documents maintained by the company.|-|| To be digitally signed by one director in caseof OPC.|-|| To be digitally signed by one director and oneKMP or two directors in case of other than OPC|-|| *Designation|||-|| *DIN||-|| *Designation|||-|| * DIN of the director; or DIN or PAN of themanager orCEO or CFO; or Membership number of the secretary||-| Certification|-| I declare that I have been duly engaged for thepurpose of certification/verification of this form. It is herebycertified that:|-|| * I have satisfied myself about the identity ofthe company and its address based on the perusal of the originalof the attached document.|-|| * All required attachments have been completelyattached to this application|-|| * I have gone through the provisions of TheCompanies Act, 2013 and rules thereunder for the subject matterof this form and matters incidental thereto and I have verifiedthe above particulars (including attachment(s)) from the originalrecords maintained by the Company/applicant which is subjectmatter of this form and found them to be true, correct andcomplete and no information material to this form has beensuppressed.|-|| *I further certify that:|-|| • *email ID belong tothe Company.• * All the requiredattachments have been completely and legibly attached to thisform;• *I have kept a copyof this form and attachments thereto, in my records for furtherreference.• *It is understood that I shall be liable foraction under section 448 of The Companies Act, 2013 for wrongcertifications, if any found at any stage.|-| *To be digitally signed by|||-| *Category|||-| *Whether Associate or FellowAssociateFellow|-| *Membership Number||-| *Certificate of Practice Number||-| Note:Attention is drawn to theprovisions of sections 7(5) and 7(6) which,inter-alia, providesthat furnishing of any false or incorrect particulars of anyinformation or suppression of any material information shallattract punishment for fraud under section 447. Attention is alsodrawn to provisions of Section 448 and 449 which provide forpunishment for false statement / certificate and punishment forfalse evidence respectively.|-| This e-Form has been taken on file maintained bythe register of companies through electronic mode and on thebasis of statement of correctness given by the Director andprofessional|}|}

{\|
[FORM NO. INC. 23] [Substituted by Notification No. G.S.R. 955(E), dated 27.7.2017 (w.e.f. 31.3.2014).][Pursuant to Section 12(5) and 13(4) of The Companies Act, 2013 and Rule 28 and 30 of the Companies Rules 2014]		Application to the Regional Director forapproval to shift the Registered Office fromone state to another state or fromjurisdiction of one Registrar to another Registrar within the same State

	Form languageEnglishHindi
	Refer the instruction kit for filing the form.

1.	*Application is for shifting the Registered Office from
	One state to another state
	One registrar to another registrar within the State

2.	(a)	*Corporate identity number (CIN) of company	{\|

||}

	(b)	Global location number (GLN) of company	{\|

3.	(a)	Name of the company	{\|

|-|| (b)| Address of the registered office of the company|-||

|-|| (c)| Name of the existing ROC|

4.	*(a)	Name of the state/ Union territory where the new registeredoffice of the company would be situated
	{\|

|-|| *(b)| Name of the office of new ROC where the new proposedregistered office of the company would be situated|-||

|-|| *(c)| Reasons for shifting the registered office|-||

5.	*(a)	Service request number of Form MGT.14	{\|

|-|| *(b)| Date of filing Form MGT.14|

|-|| *(c)| Date of passing the special resolution|

6.	(a)	Details of members present at the meeting where the decisionof shifting was taken and number of shares held by them
	(i)	Number of members	{\|

|-|| (ii)| Number of shares held by them|

|-|| (b)| Details of the members who voted in favour of the proposal andnumber of shares held by them|-|| (i)| *Number of members|

|-|| (ii)| Number of shares held by them|

|-|| (c)| Details of the members who voted against the proposal andnumber of shares held by them|-|| (i)| *Number of members|

|-|| (ii)| Number of shares held by them|

|-|| (d)| Details of members who abstained from voting and number ofshares held by them|-|| (i)| *Number of members|

|-|| (ii)| Number of shares held by them|

7.	*(a)	Total Number of creditors
	*(b)	Total Number of depositors
	*(c)	Total Number of debenture holders
	(d)	Brief details of the objections, if received any in responseto the advertisement
	{\|

8.	*Whether any prosecution is pending against the company underthe Act
	YesNo
	If yes, Give brief details of the prosecution
	{\|

9.	*Whether any of the following is initiated against the company under the Act
	inquiryinspectioninvestigation
	If yes, Give brief details of the inquiry, inspection, investigation
	{\|

10.	*Whether the company has serviced the copy of the application with complete annexures with the Registrar and the chief secretary of the state
	YesNo
	If yes, specify the date of service
	{\|

11.	Facts of the case are given below
	{\|

|-|| (Give a concise statement of facts in a chronological order, each paragraph containing as nearly as possible a separate issue, fact or otherwise)|}

Attachments
1.	*Copy of Memorandum of Association;
2.	*Copy of special resolution sanctioning alteration;
3.	*Copy of the minutes of the general meeting authorizing suchalteration;
4.	*Power of attorney/ vakalatnama/ Board resolution;
5.	Declaration by directors about no retrenchment of employees;
6.	*Copy of newspaper advertisement for notice of shifting theregistered office;
7.	Proof of service of the application to the Registrar, Chiefsecretary of the state, SEBI or any other regulatory authority(if applicable);
8.	List of creditors or debenture holders duly verified, as per proviso to sub rule (2)to Rule 30
9.	Copy of objections (if received any);
10.	Optional attachment(s), if any including those filed in MCA portal (investors complaint form).

Declaration
I am authorized by the Board of Directors of theCompany vide resolution number 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:
	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.
	All the required attachments have been completely and legiblyattached to this form
	Any application, writ petition or suit had notbeen filed regarding the matter in respect of which thispetition/ application has been made, before any court of law orany other authority or any other Bench or the Board and not anysuch application, writ petition or suit is pending before any ofthem.
	the company has not defaulted in payment of dues to its workmen and has either the consent of itscreditors for the proposed shifting or has made necessary provision for the payment thereof.
	the company shall not seek change in the jurisdiction of the Court where cases for prosecution arepending.
	*To be digitally signed by
	*Designation
	*Director identification number of the director; or
	DIN or PAN of the manager or CEO or CFO; or
	Membership number of the Company secretary

Note: Attention is drawn to provisions ofSection 448 and 449 which provide for punishment for falsestatement/ certificate and punishment for false evidencerespectively.


For office use only:
eForm Service request no. (SRN)	eForm filing date
Digital signature of the authorising officer
This e-Form is hereby approved
This e-Form is hereby rejected
Date of signing		(DD/MM/YYYY)

{\|
[FORM NO. INC. 24] [Substituted by Notification No. G.S.R. 49(E), dated 20.1.2018 (w.e.f. 31.3.2014)][Pursuant to Section 13(2) of the Companies Act, 2013 and Rule 29(2) of the Companies (Incorporation I) Rules 2014]		Application for approvalof Central Governmentfor change of name

	Form languageEnglishHindi
	Refer the instruction kit for filing the form.

1.	(a)	*Corporate identity number (CIN) of company	{\|

||}

	(b)	Global location number (GLN) of company	{\|

2.	(a)	Name of the company	{\|

|-|| (b)| Address of the registered office of the company|-||

|-|| (c)| email ID of the company|

3.	*Service Request Number (SRN) of RUN	{\|

||}

	(b)	Proposed name of the company
	{\|

4.	*Reason(s) for change of name
	{\|

5.	*Particulars of filing Form No. MGT - 14 with Registrar of Companies (RoC)
	*(a)	SRN of Form No. MGT - 14	{\|

|-|| *(b)| Date of passing the special resolution|

|-|| *(c)| Date of filing Form No. MGT - 14|

6.	Name of the company at the time of incorporation (to be displayed in the certificate)
	{\|

7.	(a)	Number of members present at the meeting where the special resolution was passed for change of name and number of shares held by them
	(i)	Number of members	{\|

|-|| (ii)| Number of shares held by them|

|-|| (b)| Number of members who voted in favour of change of name andnumber of shares held by them|-|| (i)| *Number of members|

|-|| (ii)| Number of shares held by them|

|-|| (c)| Number of members who voted against the change of name andnumber of shares held by them|-|| (i)| *Number of members|

|-|| (ii)| Number of shares held by them|

|-|| (d)| Details of members who abstained from voting and number ofshares held by them|-|| (i)| *Number of members|

|-|| (ii)| Number of shares held by them|

Attachments	List of Attachments
(1)	* Minutes of the members meeting	{\|

|-| (2)| Optional attachment(s) (if any)||}

Declaration
To the best of myknowledge and belief, the information given in this applicationand its attachments is correct and complete and company hasobtained all the mandatory approvals from the concernedauthorities and departments in respect of change of name of thecompany.
I have been authorized by theBoard of director's resolution number dated (DD/MM/YYYY) to sign andsubmit this application.
*To be digitally signed by
{\|
* Designation

|-| *Director identification number ofthe director; or|-| DIN or PAN of the manager or CEOor CFO; or|-| Membership number of the companysecretary|}

Note: Attention is drawn to provision 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:
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)

Form No. INC-25
Certificate of Incorporation pursuant tochange of name
[Pursuant to rule29the Companies (Incorporation ) Rules, 2014]
I hereby certifythat the name of the company has been changed from.................................................................to..................................... with effect from the dateof this certificate and that the company is limited by shares/limited by guarantee/ unlimited company.
The CIN of the company is.............................
Given under my handat .............. this .................. day of..................... two thousand ...........................
SEAL:	....................................
Registrar of Companies
.......................................
(State)

[Form No. INC-25A] [Inserted by Notification No. G.S.R. 1219(E), dated 18.12.2018 (w.e.f. 31.3.2014).]Advertisement to be published in the newspaper for conversion of public company into a private companyBefore the Regional Director, Ministry of Corporate Affairs_____________RegionIn the matter of the Companies Act, 2013, section 14 of Companies Act, 2013 and rule 41 of the Companies (Incorporation) Rules, 2014ANDIn the matter of _M/s.................. (company name) having its registered office at ___________________, Applicant Notice is hereby given to the general public that the company intending to make an application to the Central Government under section 14 of the Companies Act, 2013 read with aforesaid rules and is desirous of converting into a private limited company in terms of the special resolution passed at the Annual General Meeting/ Extra Ordinary General Meeting held on _______ to enable the company to give effect for such conversion.Any person whose interest is likely to be affected by the proposed change/status of the company may deliver or cause to be delivered or send by registered post of his objections supported by an affidavit stating the nature of his interest and grounds of opposition to the concerned Regional Director (complete address of the Regional Director to be given), within fourteen days from the date of publication of this notice with a copy to the applicant company at its registered office at the address mentioned below:For and on behalf of the Applicant..................Director with DINComplete address of registered officeDate..................Place..................[Form No INC-26] [Substituted by Notification No. G.S.R. 955(E), dated 27.7.2017 (w.e.f. 31.3.2014).][Pursuant to rule 30 the Companies (Incorporation) Rules, 2014]Advertisement to be published in the newspaper for change of registered office of the company from one state to anotherBefore the Central Government_____________RegionIn the matter of sub-section (4) of Section 13 of Companies Act, 2013 and clause (a) of sub-rule (5) of rule 30 of the Companies (Incorporation) Rules, 2014ANDIn the matter of __________ Limited having its registered office at ___________________, PetitionerNotice is hereby given to the General Public that the company proposes to make application to the Central Government under section 13 of the Companies Act, 2013 seeking confirmation of alteration of the Memorandum of Association of the Company in terms of the special resolution passed at the Annual General Meeting/ Extra ordinary general meeting held on _______ to enable the company to change its Registered Office from "State of ______" to "State of ______".Any person whose interest is likely to be affected by the proposed change of the registered office of the company may deliver either on the MCA-21 portal (www.mca.gov.in) by filing investor complaint form or cause to be delivered or send by registered post of his/ her objections supported by an affidavit stating the nature of his/ her interest and grounds of opposition to the the Regional Director at the address ____________________within fourteen days of the date of publication of this notice with a copy to the applicant company with a copy of the applicant company at its registered office at the address mentioned below :For and on behalf of the Applicant...............DirectorDate........Place...........Note : - Strike off whichever is not applicable.

{\|
FORM NO. INC. 27[Pursuant to section 14 of the Companies Act, 2013and Rule 33 the Companies (Incorporation) Rules 2014]		Conversion of public companyinto private company or privatecompany into public company

	Form languageEnglishHindi
	Refer the instruction kit for filing the form.

1.	* Application for	Conversion of private company into public company
Conversion of public company into private company

2.	(a)	* Corporate identity number (CIN) of the company	{\|

||}

	(b)	Global location number (GLN)	{\|

3.	(a)	Name of the company	{\|

	(b)	Address of Registered office
	{\|

	(c)	email ID of the company	{\|

4.	*Reason(s) for conversion
	{\|

5.	*Particulars of filing Form MGT. 14 with Registrar of Companies
	*(a)	Service request number of Form MGT.14	{\|

|-|| *(b)| Date of passing the special resolution|

|-|| *(c)| Date of filing Form MGT.14|

6.	*Particulars of the order of competent authority
	(a)	Date of passing the order	{\|

|-|| *(b)| Date of receiving the order|

7.	Name of the company at the time of incorporation (to be displayed in the certificate)
	{\|

8.	(a)	Details of members present at the meeting where the decisionof conversion was taken and number of shares held by them
	(i)	Number of members	{\|

|-|| (ii)| Number of shares held by them|

|-|| (b)| Details of the members who voted in favour of the proposal andnumber of shares held by them|-|| (i)| *Number of members|

|-|| (ii)| Number of shares held by them|

|-|| (c)| Details of the members who voted against the proposal andnumber of shares held by them|-|| (i)| *Number of members|

|-|| (ii)| Number of shares held by them|

|-|| (d)| Details of members who abstained from voting and number ofshares held by them|-|| (i)| *Number of members|

|-|| (ii)| Number of shares held by them|

Attachments
1.	*Minutes of the members' meeting;
2.	*Altered Articles of Association;
3.	*Order of competent authority ;
4.	Order for condonation of delay;
5.	Optional attachment(s) (if any)

Declaration

To the best of myknowledge and belief, the information given in this applicationand its attachments are correct and complete. The company hasobtained all the mandatory approvals from the concernedauthorities and departments and substantial creditors.I have been authorized by theBoard of director's resolution number *dated *to sign andsubmit this application.

*To be digitally signed by

*Designation

*Director identification number ofthe director; or

DIN or PAN of the manager or CEOor CFO; or

Membership number of the companysecretary

Note: Attention is drawn to provisions ofSection 448 and 449 which provide for punishment for falsestatement/ certificate and punishment for false evidencerespectively.


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. 28		Notice of Order of theCourt or any othercompetent authority

	Form languageEnglishHindi
	Refer the instruction kit for filing the form.

1.	(a)	*Corporate identity number (CIN) or foreign company registration number (FCRN) of the company	{\|

||}

	(b)	Global location number (GLN) of company	{\|

2.	(a)	Name of the company	{\|

|-|| (b)| Address of the registered office or of the principal place of business in India of the company|-||

|-|| (c)| email ID of the company|

3.	(a)	Order passed by
	(b)	Name of the court or Tribunal or any other competent authority
	{\|

|-|| (c)| Location|

|-|| (d)| *Petition or application number|-||

|-|| (e)| *Order number|-||

4.	*Date of passing the order(DD/MM/YYYY)

5.	(a)	(i) Section of the Companies Act, 2013 under which order passed	{\|

|-||| (ii) Section of the Companies Act, 1956 under which order passed|

|-|| (b)| If others, mention|-||

*Number of days within which order is to be filed with Registrar (To be entered pursuant to aforesaid sections or in terms of court order or Tribunal order or order of the competent authority, as the case may be)

(DD/MM/YYYY)

Date of application to court or Tribunal or the competent authority for issue of certified copy of order

(DD/MM/YYYY)

*Date of issue of certified copy of order

(DD/MM/YYYY)

Due date by which order is to be filed with Registrar

(DD/MM/YYYY)

10.	In case of compounding of offence, enter Service request number (SRN)(s) of Form 61.

11.	In case of amalgamation, mention whether company filing the form is transferor or transfereeTransferorTransferee
	(a) Details of transferee company
	{\|
CIN	{\|

||-| Name|

|-| Appointed date of amalgamation|

| (DD/MM/YYYY)|}|-|| (b) Details of transferor company(s)|-|| Number of transferor company(s)|}

I.	{\|
Category of the transferorcompany(s)	{\|

|-| CIN or FCRN or any otherregistration number|

||-| Name|

|-| Appointed date of amalgamation|

| (DD/MM/YYYY) (SRN ofForm INC.28)||}|-| II.|

Category of the transferorcompany(s)	{\|

|-| CIN or FCRN or any otherregistration number|

||-| Name|

|-| Appointed date of amalgamation|

| (DD/MM/YYYY) (SRN ofForm INC.28)||}|-| III.|

Category of the transferorcompany(s)	{\|

|-| CIN or FCRN or any otherregistration number|

||-| Name|

|-| Appointed date of amalgamation|

| (DD/MM/YYYY) (SRN ofForm INC.28)||}|-| IV.|

Category of the transferorcompany(s)	{\|

|-| CIN or FCRN or any otherregistration number|

||-| Name|

|-| Appointed date of amalgamation|

| (DD/MM/YYYY) (SRN ofForm INC.28)||}|-| V.|

Category of the transferorcompany(s)	{\|

|-| CIN or FCRN or any otherregistration number|

||-| Name|

|-| Appointed date of amalgamation|

| (DD/MM/YYYY) (SRN ofForm INC.28)||}|}

12.	In case of winding up, provide the following details
	(a)	(i) Date of commencement of winding up under section 445 of the Companies Act, 1956(DD/MM/YYYY)
		(ii) Income-tax permanent account number (Income-tax PAN)

		(iii) Name of liquidator	{\|

|-||| (iv) Address of liquidator|}

		Line I	{\|

|-||| Line II|

|-||| City|

|-||| State|

|-||| Country|

|-||| Pin code|

	(b)	Date with effectfrom which winding up proceedings have been stayed under section466 of the Companies Act, 1956	{\|

| (DD/MM/YYYY)|-|| (c)| Date of dissolution under section

| (DD/MM/YYYY)|-|| (d)| (i)| Date with effectfrom which dissolution has been declared as void under section

| (DD/MM/YYYY)|}

		(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	{\|

||-| Name|

|-| Date of amalgamation|

| (DD/MM/YYYY)|}|}

	(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	{\|

|-|| (Mention the SRN of relevant form INC. 22, INC. 28, CHG. 1,CHG. 4, CHG. 9, MGT. 14 or any other form; if applicable)|}

	(b)	Date of special resolution under section 66(1) of theCompanies Act, 2013	{\|

| (DD/MM/YYYY)|}

	(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	{\|

|-| 2.| Optional attachment(s) - if any||-|||||}

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	{\|

|-| Capacity|

|-| *Designation||}

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	{\|

|-|| (b)| *State the class of company| PublicPrivateOne Person Company|-|| (c)| *State the category of company|

|-|| (d)| *State the sub-category of company|

|-|| (e)| *Whether proposed company is an IFSC company| YesNo|-|| (f)| *Company is| Having share capitalNot having share capital|-|| (g) [ [Omitted '(g) Section 8 license number' by Notification No. G.S.R. 411(E), dated 7.6.2019 (w.e.f. 31.3.2014).]| ***]|

2.	(a)	*Main division of industrial activity of the company	{\|

|-||| Description of the main division|-||

|-|| (b)| Whether Articles of Association is entrenched|

YesNo

|-||| Details of such articles|-||

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
		{\|

|-|| (a)|

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 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)

|-|| (b) *Particulars of non-individual first subscriber(s)|-||

* 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	{\|

|-| Middle Name|

|-| *Surname|

|-| Father's First Name|

|-| Father's Middle Name|

|-| Father's Surname|

|-| * Gender* Date of Birth* Nationality|-| PANPassport Number|-| Aadhaar number|-| *Place of Birth (District & State)|

|-| *Occupation type|

|-| * Area of Occupation|

|-| *Educational qualification|

|-||-| Present address||-| *Line I|

|-| Line II|

|-| *City|

|-| *State/ Union Territory|

|-| * Phone (with STD/ ISD code)-|

|-| Mobile||-| Fax|

|-| email id|


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	{\|

|-| Middle Name|

|-| *Surname|

|-| Father's First Name|

|-| Father's Middle Name|

|-| Father's Surname|

|-| * Gender* Date of Birth* Nationality|-| *Place of Birth|

|-| * Occupation TypeSelf-employedProfessionalHomemakerStudentServiceman|-| Area of Occupation|

|-| If 'Others' selected, please specify|

|-| * Educational Qualification|

|-| PANPassport Number|-| Aadhaar number|

|-| * email ID|

|-| Permanent address||-| *Line I|

|-| Line II|

|-| *City|

|-| *State/ Union Territory|

|-| * Phone (with STD/ ISD code)-|

|-| *Whether present residential address same as permanent residential addressYesNo|-| Present Address|-| *Line I|

|-| Line II|

|-| *City|

|-| *State/ Union Territory|

|-| * Phone (with STD/ ISD code)|

|-| *Duration of stay at present addressyear(s)month(s)|-|

If Duration of stay at present address is less than one year then address of previous residence

|-| *Proof of identity|

|-| *Residential Proof|

|-| Submit the proof of identify and proof of address under attachments|-|

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

|-| * Gender* Date of Birth* Nationality|-|

* Designation

* Category

|-| WhetherChairmanExecutive directorNon-executive director|-|

* 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

|-| Nature of interest|

* Designation

|-|

Percentage of Shareholding

Amount

|-|

Other (specify)

|}|}|}|}

I	{\|
*First name	{\|

|-| Middle Name|

|-| *Surname|

|-| Father's First Name|

|-| Father's Middle Name|

|-| Father's Surname|

|-| * Gender* Date of Birth* Nationality|-| *Place of Birth|

|-| * Whether citizen of IndiaYesNo * Whether resident of IndiaYesNo|-| * Occupation TypeSelf-employedProfessionalHomemakerstudentServiceman|-| Area of Occupation|

|-| If 'Others' selected, please specify|

|-| * Educational Qualification|

|-| PANPassport Number|-| * Designation* Category|-| WhetherChairmanExecutive directorNon-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|

| * Pin code|-| * ISO Country codeCountry|-| * Phone (with STD/ISD code)-|-| *Whether present residential address same as permanent residential addressYesNo|-| Present Address|-| *Line I|

|-| Line II|

|-| *City|

|-| *State/ Union Territory|

|-| *Duration of stay at present addressyear(s)month(s)|-|

If Duration of stay at present address is less than one year then address of previous residence

|-| * Proof of identity* Residential Proof|-| Voter's identity card number|-| Driving license number|-| Aadhaar number|-| Submit the proof of identify and proof of address under attachments|-|

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

|-| Nature of interest|

* Designation

|-|

Percentage of Shareholding

Amount

|-|

Other (specify)

|}|}|}

e	*Particular of directors (other than first subscribers)
I	{\|
* Director Identification number (DIN){\|
{\|
* Name

|-| * Gender* Date of Birth* Nationality|-|

* Designation

* Category

|-| WhetherChairmanExecutive directorNon-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 interest|

* Designation

|-|

Percentage of Shareholding

Amount

|-|

Other (specify)

|}|}|}|}

I	{\|
*First name	{\|

|-| Middle Name|

|-| *Surname|

|-| Father's First Name|

|-| Father's Middle Name|

|-| Father's Surname|

|-| * Gender* Date of Birth* Nationality|-| *Place of Birth|

|-| * Whether citizen of IndiaYesNo * Whether resident of IndiaYesNo|-| * Occupation TypeSelf-employedProfessionalHomemakerstudentServiceman|-| Area of Occupation|

|-| If 'Others' selected, please specify|

|-| * Educational Qualification|

|-| PANPassport Number|-| * Designation* Category|-| WhetherChairmanExecutive directorNon-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|

| * Pin code|-| * ISO Country codeCountry|-| * Phone (with STD/ISD code)-|-| *Whether present residential address same as permanent residential addressYesNo|-| Present Address|-| *Line I|

|-| Line II|

|-| *City|

|-| *State/ Union Territory|

| * Pin code|-| * ISO Country codeCountry|-| * Phone (with STD/ISD code)-|-| *Duration of stay at present addressyear(s)month(s)|-|

If Duration of stay at present address is less than one year then address of previous residence

|-| * Proof of identity* Residential Proof|-| Voter's identity card number|-| Driving license number|-| Aadhaar number|-| Submit the proof of identify and proof of address under attachments|-|

Number of entities in which director have interest

|-|

{\|
* Registration Number

|-|

* Name

|-|

* Address

|-| Nature of interest|

* 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	{\|

|-| Middle Name|

|-| *Surname|

|-| Father's First Name|

|-| Father's Middle Name|

|-| Father's Surname|

|-| * Gender* Date of Birth* Nationality|-| * Income-tax PAN|-| Aadhaar number|-| *Place of Birth (District & State)|

|-| * Occupation Type|-| Area of Occupation|

|-| * Educational Qualification|

|-| Permanent address||-| *Line I|

|-| Line II|

|-| *City|

|-| *State/ Union Territory|

|-| * Phone (with STD/ISD code)-|-| * Mobile|-| * Fax|-| e-mail|

|-| *Whether present address is same as permanent addressYesNo|-| Present Address|

|-| *Line I||-| Line II|

|-| *City|

|-| *State/ Union Territory|

|-| * Phone (with STD/ ISD code)|-| * Mobile|-| * Fax|-| *Duration of stay at present address Year(s)Month(s)|-|

If Duration of stay at present address is less than one year then address of previous residence

|-| * Proof of identity* Residential Proof|}|}

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.)	{\|

|}|-|| (ii) Provide details of stamp duty already paid|-||

Type of document/ Particulars	Form	Memorandum of association	Articles of association	{\|
Other

|-| Total amount of stamp duty paid (in Rs.)|

|-| Mode of payment of stamp duty|

|-| Name of vendor or Treasury or Authority orany other competent agency authorised to collect stamp duty or to sell stamp paper or to emboss the documents or to dispense stamp vouchers on behalf of the Government|||||-| Serial number of embossing or stamps or stamp paper or treasury challan number|||||-| Registration number of vendor|||||-| Date of purchase of stamps or stamp paper or payment of stamp duty (DD/MM/YYYY)|

|-| Place of purchase of stamps or stamp paper or payment of stamp duty|||||}|}

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|-|| Income from Business/professionCapital GainsIncome from house propertyIncome from other sourceNo Income|-|| Business/ Profession code|}

{\|

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

|-| , a person named in the articles as a director of the company has been duly authorized by the promoter of the company to sign this form and declare that all the requirements of the Companies Act, 2013 and the rules made thereunder in respect of Director Identification Number (DIN), registration of the company and matter precedent or incidental thereto have been complied with.|-| I am authorized by the promoter subscribing to the Memorandum of Association and Articles of Association and the first director(s) to give this declaration and to sign and submit this form.|-| I further declare that company shall not commence its business, unless all the required approval from the sectoral Regulators such as RBI, SEBI etc. have been obtained;|-| I on behalf of the promoter and the first directors, hereby declare that the registered office is capable of receiving and acknowledging all communication and notices addressed to the proposed company on incorporation shall be maintained at the given address at item 4 of this form;|-| * I on behalf of all the first director(s) named in the Articles of Association of the proposed company, solemnly declare, that the declaration given herein as stated above are true to the best of my knowledge and belief, the information given in this integrated application form for incorporation and attachments thereto are correct and complete, and nothing relevant to this form has been suppressed. All the required attachments have been completely, correctly and legibly attached to this form and are as per the original records maintained by the promoter subscribing to the Memorandum of Association and Articles of Association.|-| I, on behalf of the proposed Director whose particulars for allotments of DIN are filled as above, hereby confirm and declare that they are not restrained, disqualified, removed for being appointed as Director of a company under the provisions of the Companies Act, 2013 including section 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 Section 154, 155, 447 and 448 read with section 449, 450 and 451 of the companies Act, 2013.|-||-| having Membership numberand / or certificate of practice numberhas been engaged to give declaration under section 7(1) and such declaration is attached|}

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

|-| having office at*|-||-| Who is engaged in the formation of the company declare that I have been duly engaged for the purpose of certification of this form. It is hereby also certified that I have gone through the provision of the Companies Act, 2013 and rules thereunder for the subject matter of this form and matters incidental thereto and I have verified the above particulars (including attachments(s)) from the original/ certified records maintained by the applicant which is subject matter of this form and found them to be true correct and complete and no information material to this form has been suppressed. I further certify that:|-| (i)| the draft memorandum and articles of association have been drawn up in conformity with the provision of section 4 and 5 and rules made thereunder; and|-| (ii)| all the requirements of Companies Act, 2013 and the rules made thereunder relating to registration of the company under section 7 of the Act and matters precedent or incidental thereto have been complied with. The said records have been properly prepared, signed by the required officer of the company and maintained as per the relevant provisions of the Companies Act, 2013 and were found to be in order;|-| (iii)| I have opened all the attachments to this form and have verified these to be as per requirements, complete and legible;|-| (iv)| I further declare that I have personally visited the premises of the proposed registered office given in the form at the address mentioned herein above and verified that the said proposed registered office of the company will be functioning for the business purposes of the company (wherever applicable in respect of the proposed registered office has been given).|-| (v)| It is understood that I shall be liable for action under section 448 of the Companies Act, 2013 for wrong certification, if any found at any stage|-|| Chartered accountant (in whole-time practice) orCost accountant (in whole-time practice)orCompany secretary (in whole-time practice)Advocate|-|| * Whether associate or fellowAssociate orFellow|-|| * Membership number|-|| Certificate of practice number|-|| * Income-tax PAN|}


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:

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
	{\|

|-| 2ndThe registered office of the company will be situated in the State of3rd(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 the contributories among themselves), such amount as may be required, not exceedingrupees.|-| 6thThe share capital of the company isrupees, divided into.|}

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_____________

|-| (A). * Primary Business Activity|||-|| *If Others selected, please specify|||-| (B) * Exact nature of work / business||-|| * Work Sub-category||-|| * Nature of work business||-| 11.| *Details of the Goods supplied by the Business|-|| HSN Code (Four digit)|||-|| Description of Goods||-| 12.| *Details of Services supplied by the Business.|-|| Service Accounting Code|||-|| Description of Services|||-| 13.| Directors / Primary Owners / Office BearerDetails|-|| (Minimum number of directors to be enteredfor OPC shall be 1, 2 in case of private company, 3 in case ofpublic limited company and 5 in case of Producer Company)|-|| Number of Director details to be entered|||-| (A) *Enter Director details who is also anAuthorised Signatory / Primary Owner / Office Bearer|-||

*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

|-|| *Enter OTP for Mobile Number|||-|| *Enter OTP for Email Id||-|||-| (B) *Director Details other than AuthorisedSignatory / Primary Owner / Office Bearer|-|

*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

|-| 14.| * Police Station||-| 15.| *Employer's Particulars||-|| * Select Appropriate Branch Office||-|| * Select Inspection Office||-|

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

|-| GST Declaration(By AuthorizedSignatory)|-| I hereby solemnly affirm and declare that theinformation given herein above is true and correct to the best ofmy knowledge and belief and nothing has been concealed therefrom.|-| ESIC Declaration(By Office Bearer)|-| I hereby declare that the statement given aboveis correct to the best of my knowledge and belief.I alsoundertake to intimate changes if any, promptly to the RegionalOffice/Sub Regional Office, ESI Corporation as soon as suchchange takes place.|-| EPFO Declaration(By Primary Owner)|-| I hereby solemnly affirm and declare that theinformation given herein above is true and correct to the best ofmy knowledge and belief and nothing has been concealed therefrom|-| Place|-| Date|-| Designation|-| *To be digitally signed by director (who hassigned the SPICe form)|-|| * DIN/PAN|-| (Authorized signatory / Primary Owner /Office Bearer signing the AGILE form shall provide his PermanentAccount Number)|-|

|}|}

{\|
[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	{\|

|-|| (b)| Address of the registered office or 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		{\|

|-| 2.| Copy of board resolution||-| 3.| Copy of special resolution||-| 4.| copy of advertisement||-| 5.| List of creditors and debenture holders|||-| 6.| Declaration by KMP on compliance of section2(68)|||-| 7.| Other declarations|||-| 8.| Optional attachment(s)- if any|||-|||||}

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	{\|

|-| 4.| (a) Name of thecompany|

|-|| (b) Address of theregistered office or of the principal place of business in Indiaof the company|

|-|| (c) *e-Mail ID of thecompany|

|-| 5.| (a) Details of thedefects pointed out further information called by the RegionalDirector or any other competent authority.|-||

|-|| (b) *Details ofrectification of the defects or further information furnished|-||


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.

Subscriber Details

Name, Address, Description and Occupation

DIN/PAN/Passport number

No. of Shares taken

Total Shares Taken