The Companies (Incorporation) fourth Amendment Rules,2016
A company comes into existence through a process of incorporation. A company which has been legally incorporated becomes a distinct entity. The basic procedure for incorporation of a company under the Companies Act, 2013 includes a) obtaining Digital Signatures, b) obtaining Directors Identification Number, c) name availability for the proposed company, d) preparation of Memorandum of Association (MOA) and Articles of Association (AOA).
However, The Companies (Incorporation) Rules,2014, herein after called as the “Principal Rules” which came into force on the 1st day of April, 2014 gives an insight on the substantive and procedural aspects on the Companies Incorporation.
The Ministry of Corporate Affairs vide notification dated 1st October 2016 has issued Companies (Incorporation) fourth Amendment Rules, 2016, herein after called as the “Rules” to amend the “Principal Rules”. As per the “Rules” the incorporation process becomes much easier. The details of the said Amendment are as follows:
Conversion of a Public limited company into private limited company or vice versa
- 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. However, Form No.INC 27 is substituted with some changes.
- A copy of order of the Tribunal approving the alteration of articles shall be filed with the Registrar in Form No.INC-27 with fee together with the printed copy of altered articles within fifteen days from the date of receipt of the order from the Tribunal 1
SPICE (Simplified Proforma for Incorporating Company Electronically) 2
- SPICE is an integrated process for incorporation of a company of through e-forms No. INC 32, INC 33 (MOA) and INC 34 (AOA). Earlier MOA and AOA were drafted in a word format and were attached with e-Form INC 29.
- The MOA and AOA will be filed as e-forms except for Section 8 Companies.
- With effect of e-MOA and e-AOA only digital signature needs to be affixed in subscriber and witness columns.
- This facility is applicable until adding 7 subscribers. In case if the number of subscribers exceed 7, the old procedure is to be followed.
- INC 29, INC 30, INC 31 shall be substituted with e forms INC 32, INC 33, INC 34 respectively.
Conversion of a company limited by guarantee into a company limited by shares 3
Conversion procedure is applicable for a company other than a company registered under Section 25 of the Companies Act, 1956 or Section 8 of the Companies Act,2013. The following is the procedure for the same:
- The company seeking conversion shall have a share capital equivalent to the guarantee amount.
- A special resolution is passed by its members authorizing 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.
- A copy of the special resolution shall be filed with the Registrar of Companies in Form No.MGT-14 within 30 days from the date of passing of the same along with fee as prescribed in the Companies (Registration Offices and Fees) Rules,2014.
- An application in Form No.INC 27 shall be filed with the Registrar of Companies within 30 days from the 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 provide by its members.
- The Registrar of Companies shall take a decision on the application filed under these rules within 30 days from the date of receipt of application complete in all aspects and upon approval of Form No. INC 27, the company shall be issued with a certificate of incorporation in Form No.INC 11B. Which shall be inserted after Form No.11A.
The Rules depict a simplified and completely digital form for company incorporation which in turn helps and increases the back-office productivity gains due to faster review of e-MOA and e-AOA by approving authorities.
Investments by FPIs in Government Securities
Relaxation of Additional fees and extension of last date for filing AOC-4, AOC-4 (XBRL), AOC-4(CFS), and MGT-7 e-forms under the Companies Act, 2013
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He holds a Bachelor’s and Master’s Degree in Corporate Secretaryship and a Degree in Law. He is a Fellow member of the Institute of Company Secretaries of India and an Associate Member of the Corporate Governance Institute, UK and Ireland. He has also completed a program from ISB on ‘Value Creation through Mergers and Acquisitions.
Mr P Muthusamy is an Indian Revenue Service (IRS) officer with an outstanding career of 30+ years of experience and expertise in all niche areas of Indirect Taxes covering a wide spectrum including GST, Customs, GATT Valuation, Central Excise and Foreign Trade.
During his judicial role, he heard and decided a large number of cases, including some of the most sensitive, complicated, and high-stake matters on insolvency and bankruptcy, including many cases on resolution plans, shareholder disputes and Schemes of Amalgamation, De-mergers, restructuring etc.,
A K Mylsamy is the Founder, Managing Partner and the anchor of the firm. He holds a Degree in law and a Degree in Literature. He is enrolled with the Bar Council of Tamil Nadu.
Mr. K Rajendran is a former Indian Revenue Service (IRS) officer with a distinguished service of 35 years in the Indirect Taxation Department with rich experience and expertise in the fields of Customs, Central Excise, Service Tax and GST. He possesses Master’s Degree in English literature. Prior to joining the Department, he served for the All India Radio, Coimbatore for a period of about 4 years.
An MBA from the Indian Institute of Management, Calcutta, and an M.Sc. in Tourism Management from the Scottish Hotel School, UK, Ashok Anantram was one fo the earliest IIM graduates to enter the Indian hospitality industry. He joined India Tourism Development Corporation (ITDC) in 1970 and after a brief stint proceeded to the UK on a scholarship. On his return to India, he joined ITC Hotels Limited in 1975. Over the 30 years in this Organisation, he held senior leadership positions in Sales & Marketing and was its Vice President – Sales & Marketing. He was closely involved in decision making at the corporate level and saw the chain grow from a single hotel in 1975 to a very large multi-brand professional hospitality group.
Mani holds a Bachelor Degree in Science and P.G. Diploma in Journalism and Public Relations. He has a rich and varied experience of over 4 decades in Banking, Finance, Hospitality and freelance Journalism. He began his career with Andhra Bank and had the benefit of several training programs in Banking.
Mr. Kailash Chandra Kala joined the Department of Revenue, Ministry of Finance as ‘Customs Appraiser’ at Mumbai in the year 1993.
S Ramanujam, is a Chartered Accountant with over 40 years of experience and specialization in areas of Corporate Tax, Mergers or Demergers, Restructuring and Acquisitions. He worked as the Executive Vice-President, Group Taxation of the UB Group, Bangalore.
K K Balu holds a degree in B.A and B.L and is a Corporate Lawyer having over 50 years of Legal, Teaching and Judicial experience.
Justice M. Jaichandren hails from an illustrious family of lawyers, academics and politicians. Justice Jaichandren majored in criminology and then qualified as a lawyer by securing a gold medal. He successfully practiced in the Madras High Court and appeared in several civil, criminal, consumer, labour, administrative and debt recovery tribunals. He held office as an Advocate for the Government (Writs Side) in Chennai and was on the panel of several government organizations as senior counsel. His true passion lay in practicing Constitutional laws with focus on writs in the Madras High Court. He was appointed Judge, High Court of Madras in December 2005 and retired in February 2017.
S Balasubramanian is a Commerce and Law Graduate. He is a member of the Delhi Bar Council, an associate Member of the Institute of Chartered Accountants of India, the Institute of Company Secretaries of India and Management Accountants of India.