Company Incorporation

Procedure for change of name under Companies Act, 2013


Procedure for change of name under Companies Act, 2013

Change in name of the Company involves alteration of Clause I of the Memorandum of Association of the Company. Section 13 of the Companies Act, 2013 regulates the process of alteration of Memorandum of Association of companies. Section 13 of the Companies Act, 2013 says that name of a company may be changed by passing a Special resolution in the general meeting and with the approval of the Central Government..

Procedure for change in Name clause of the Company involves alteration in the Memorandum of Association (hereinafter referred to as “Memorandum”) of the Company. Hence it is necessary to discuss some basis information about Memorandum of the Company.

As per section 4(6) the Memorandum of a company shall be in respective forms specified in Tables A, B, C, D and E in Schedule I as may be applicable to such company. As per section 4(1) Memorandum contains following important clauses:

  • Name Clause which contains name of the Company,
  • Registered Office Clause which contains State of India where registered office of the company is situated.
  • Objects clause of the Company and matters considered necessary in furtherance thereof,
  • Liability Clause which defines liability of members of the company; and
  • Share Capital clause which defines Authorized share capital of the company.

Alteration of Memorandum of Association

Alteration of Memorandum of Association may be of following kinds:

  1. Alteration in the name clause [Section 13 (2) and (3)]
  2. Alteration in the Registered Office Clause [Section 13 (4) (5) and (7)]
  3. Alteration in the object clause [Section 13 (8) and (9)]
  4. Alteration in the Capital clause [Section 61 read with section 64]

ALTERATION OF MEMORANDUM OF ASSOCIATION DUE TO CHANGE IN NAME CLAUSE

Change in Name clause of the Company involves alteration of Memorandum of Association (hereinafter referred to as “Memorandum”) of the Company. Main provisions related to alteration of Memorandum are given in Section 13 of the Companies Act, 2013 read with Companies (Incorporation) Rules, 2014.

Applicability of Section 13:

Section 13 of Companies Act 2013 regulates the overall process for amendment in Memorandum of Association and it is applicable to all companies. All clauses of Memorandum except Capital clause can be altered by following the provisions of Section 13 of Companies Act, 2013 by passing special resolution.

For alteration of any of the clauses of Memorandum, consent of members by way of Special Resolution is required. However, in case of alteration of capital clause, consent of members by way of Ordinary Resolution as stated in section 61 is required.

Kindly check my Article, available at the link below, for Alteration in the registered office Clause and Share Capital clause:

 

PROCEDURE FOR CHANGE IN NAME CLAUSE

Secretarial procedure for alteration in Name clause is given below:

  1. Calling of Board Meeting: Issue notice in accordance with the provisions of section 173(3) of the Companies Act, 2013, for convening a meeting of the Board of Directors to consider the need and reason for changing name of the company and give its in-principal approval for change in name of the Company;
  2. Seeking name availability for proposed new name from the ROC

As per section 4(4) read with Rule-9 of Companies (Incorporation) Rules, 2014, application for the reservation/availability of name shall be in Form no. INC.1 along with prescribed fee of Rs. 1,000/-. In selection of Company name should be in accordance with name guidelines given in Rule-8 of Companies (Incorporation) Rules, 2014.

After approval of name ROC will issue a Name availability letter w.r.t. approval for availability of name for a proposed company. As per section 4(5), available name will be valid for a period of 60 Days from the date on which the application for Reservation was made.

  1. Approval of members in general meeting

After getting name availability from the ROC, the Board shall convene a general meeting of members for the purpose of getting member’s approval through passing special resolution. Find below stepwise procedure for calling General Meeting:

  • Fix date, time and place for holding Extra-ordinary General meeting (EGM) to get approval of shareholders, by way of Special Resolution, for amendment in Name clause of Memorandum. This amendment in Name clause of Memorandum shall be in accordance with the requirement of section 13 of the Companies Act, 2013;
  • To approve notice of EGM along with Agenda and Explanatory Statement to be annexed to the notice of General Meeting as per section 102(1) of the Companies Act, 2013;
  • To authorise the Director or Company Secretary to issue Notice of the Extra-ordinary General meeting (EGM) as approved by the board under clause 1(c) mentioned above.
  1. Issue of EGM Notice: Issue Notice of the Extra-ordinary General meeting (EGM) to all Members, Directors and the Auditors of the company in accordance with the provisions of Section 101 of the Companies Act, 2013;
  2. Holding of General Meeting: Hold the Extra-ordinary General meeting (EGM) on due date and pass the necessary Special Resolution under section 13(1) of the Companies Act, 2013, for change in Name clause of Memorandum.
  3. ROC Form filing:
  4. E-form MGT.14

As per section 13(6), Company is required to file Special Resolution passed by shareholders for alteration of Memorandum with concerned Registrar of Companies. Hence, file form MGT.14 within 30 days of passing of Special Resolution with the concerned Registrar of Companies, with prescribed fees and along with following attachments:

  • Notice of EGM;
  • Minutes of EGM
  • Certified True copy of Special Resolution;
  • Altered Memorandum of Association;
  • Certified True copy of Board Resolution may be attached as an optional attachment.

For more clarity about form MGT.14 read my article available at the link mentioned below:

E-form INC.24

Form INC.24 is required to be filed within 30 days of EGM in order to obtain approval of Central Government (power delegated to ROC) for change in Name of the Company. Form INC.24 has been introduced in place of old E-form-1B which was required to be filed to obtain approval of Central Government for change in Name of the Company. Find below few points regarding form INC.24:

  1. Form INC.24 is required to be filed after form INC.1 and MGT.14 as form INC.24 has compulsorily asked about SRN of form INC.1 and MGT.14.

 

KHANNA & ASSOCIATES is a 70 year old  taxation lawyer and chartered accountant firm .It includes Company Secretary , MBA s, Taxation Lawyers and Chartered Accountant. We are an international law firm . We provide various services legal to finance .

 

 

KHANNA & ASSOCIATES is a full service Law Firm handling all legal matters on Civil, Criminal, Business, Commercial, Corporate, Arbitration , Labor & Service subjects in law, in all courts  as well  as Tribunals. An individualized service by members with decades of experience              ensures  total satisfaction to the clients.

We Provide services are:

  • Accounting Services
  • Auditing & Assurance Services
  • Advisory Services
  • Business Services
  • Corporate Services
  • International Services
  • Financial & Corporate Services
  • Foriegn Exchange Services
  • STPI Services
  • Taxation Services
  • Trademark & Copyright Related Services
  • NRI Related Services
  • Corporate Governance Services
  • Service Tax

Strat up/stand up india service

 

Contact Us:

IN-+91-946160007

US-+1-80151-20200

 

  • info@khannaandassociates.com
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Mandatory Compliances For Newly Registered Companies in India


Mandatory Legal Compliance for Private Limited Company Under Companies Act, 2013

All the Companies Registered under Indian laws are governed by the provisions of Companies Act, 2013,  (An act of Parliament which regulates the working of Companies stating the legal limits within which companies may do their business).Company law provides many legal compliances that are to be made by every company like reporting of financial results, reporting of changes in management, maintenance of statuary registers, auditing of accounts etc. All the compliances provided under the Company Law may be divided in 2 parts for making it easy to understand:

  1. Mandatory Compliances: In this category I will include all these compliances which are mandatory for all Companies irrespective of their capital and nature of business etc.
  2. Event Based Compliances: In this category I will include all these compliances which are to be made on occurrence of an event in the Company like change in directorship, alteration in capital clause, alteration in object clause etc.

In this article I will try to include all the mandatory compliances that are to be made by every Private Limited Company in compliance with the provisions of Companies Act, 2013 in every financial year after incorporation of Company.

startup-solicitors-best-lawyers-for-startup-orneys

Mandatory Compliances:

After registration following are the mandatory compliances for every company:

  • Meeting of Board of Directors: First Meeting of Board of Directors is required to be held within 30 days of Incorporation of Company and thereafter 4 meetings are required to be held in every financial year in such a manner that the gap between 2 Board Meetings should not be more than 120 days.
  • Issuing of Share Certificate: The Company is required to issue Share Certificates to the subscribers of memorandum within 60 days of Incorporation of Company.
New Simplified Process of Incorporation of Company

Mandatory Legal Compliance for Private Limited Company Under Companies Act, 2013


 

 

Mandatory Legal Compliance for Private Limited Company Under Companies Act, 2013

All the Companies Registered under Indian laws are governed by the provisions of Companies Act, 2013,  (An act of Parliament which regulates the working of Companies stating the legal limits within which companies may do their business).Company law provides many legal compliances that are to be made by every company like reporting of financial results, reporting of changes in management, maintenance of statuary registers, auditing of accounts etc. All the compliances provided under the Company Law may be divided in 2 parts for making it easy to understand:

 

  1. Mandatory Compliances: In this category I will include all these compliances which are mandatory for all Companies irrespective of their capital and nature of business etc.
  2. Event Based Compliances: In this category I will include all these compliances which are to be made on occurrence of an event in the Company like change in directorship, alteration in capital clause, alteration in object clause etc.

In this article I will try to include all the mandatory compliances that are to be made by every Private Limited Company in compliance with the provisions of Companies Act, 2013 in every financial year after incorporation of Company.

startup-solicitors-best-lawyers-for-startup-orneys

Mandatory Compliances:

After registration following are the mandatory compliances for every company:

  • Meeting of Board of Directors: First Meeting of Board of Directors is required to be held within 30 days of Incorporation of Company and thereafter 4 meetings are required to be held in every financial year in such a manner that the gap between 2 Board Meetings should not be more than 120 days.
  • Issuing of Share Certificate: The Company is required to issue Share Certificates to the subscribers of memorandum within 60 days of Incorporation of Company.
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Export Promotion Capital Goods (EPCG)-Khanna & Associates


Export Promotion Capital Goods (EPCG) scheme enables a Indian manufacturer all service provided to obtain capital goods at nil rate of customs duty against commitment of export obligation. The objective is to facilitate import of capital goods producing quality goods and services to enhance India’s export competitiveness. Importer will be issued EPCG authorization for the this purpose. The import under the EPCG is subject to an export obligation equivalent to 6 times of duty saved on capital goods imported under EPCG scheme, to be fulfilled six years reckoned from authorization issue date. Export obligation will be reduced to 75% of capital goods are to procured from indigenous manufacturers. Capital goods shall include spares, tools, jigs, fixtures, dies and moulds./Startupsolicitors

 

Technological Upgradation (TU) of existing EPCG machinery:-

EPCG authorization holders can opt for ‘Technological Up gradation’ of existing capital goods imported under EPCG Authorization. Condition governing are as under:

 

(1) minimum period for applying for TU is 4 years from earlier EPCG Authorization,

 

(2) minimum exports made must be 50%of total export obligation imposed on earlier EPCG Authorization.

 

(3) facility for technology up-gradation shall be available only once and the minimum imports to be made shall be at least 10% of existing investment in plant and machinery by applicant.

 

(4) capital goods to be imported must be new and technologically superior to earlier Capital Goods. Which capital goods are not eligible:-

 

(1) Second hand capital goods ,

 

(2) Import of restricted item of imports mentioned under ITC(HS) shall only be allowed under EXIM Facilitation Center at DGFT Headquarter./Startupsolicitors

Who are eligible to obtain EPCG Authorization:- 

1) Manufacturer exporters with or without supporting manufacturer / vendor,

2) Merchant exporter supporting manufacturer and,

3) Service provider.

Export Obligation under EPCG:-

Export obligation means obligation to export product or products covered by Authorization or permission, in terms quantity, value as may be specified by Regional or Competent Authority. Third party exports permissible:- Export can be direct or through third party. Export documents should specify his name. Block-wise fulfillment of export obligation:- Minimum 50% of export obligation shall be fulfilled in the first four years and balnce 50% in remaining in two years. The report should be submitted within next 3 months from the end of block./Startupsolicitors

 

Relief in export obligation:-

 

Relief in average export obligation can be granted where total exports in that sector / product group have declined by more than 5%. Sector will be notified by DGFT. Shortfall in export obligation condonable upto 5% by regional authority. Consequences of non-fulfilment of export obligation:- If export obligation is not fulfilled or partially fulfilled, customs duty with interest is payable proportionate to export obligation not fulfilled. Customs duty can be paid through duty credit scrips. If the goods are not exported as per the obligation differential customs duty plus 15% interest is payable./Startupsolicitors

 

Extension of Export obligation:-

 

Extension for fulfillment of export obligation upto 2 years can obtain from Regional Authority on payment of composition fee of 2% of proportionate duty saved amount. Procedures under EPCG:- Application for EPCG authorization should be in form ANF5A. Application shall be accompanied by certificate of CA/CMA/CS in form 5B. Application can also be made for import of spares, tools etc. Authority to issue EPCG:- When duty saved is upto Rs.50 Crores can be sanctioned by Regional Authority of DGFT, if duty saved is more than Rs. 50 Crores, application will be forwarded by RA to DGFT /Startupsolicitors.

 
KHANNA & ASSOCIATES is a full service Law Firm handling all legal matters on Civil, Criminal, Business, Commercial, Corporate, Arbitration , Labor & Service subjects in law, in all courts  as well  as Tribunals. An individualized service by members with decades of experience    ensures  total satisfaction to the clients.
We Provide services are:
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•    Auditing & Assurance Services
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The model GST law as released by the Government -Khanna & Associates LLP


The model GST law as released by the Government / Empowered Committee on GST is in public domain since mid June 2016. The proposed  provisions only conveys the Government’s intention to levy GST in India and the manner in which it will be administered, levied , collected and implemented.

However, the said proposed provisions require refinement, improvement and changes in order to be business friendly and lead to ease of doing business, boost economic growth, tax collection and balancing between inflation, revenue neutrality and participation of citizens by way of contribution to the exchequer in the form of goods and service tax.

It is desirable and expected that the draftsmen should consider the following suggestions and inputs while finalizing the model law in its present form .

Specific Suggestions

  • Multiple state wise registrations will be a major hurdle for service providers who operate in multiple states or all India basis.
  • Procedures proposed for registration and returns are complex, cumbersome and regressive. Provision of classification, valuation supply etc also go against the principle of ease of doing business.
  • Department should not have power to refuse registration ab initio which will adversely affect the business men. Grant of registration must be made obligatory as is at present.
  • Multiple registrations of same person in different states should be done away with. The concept of centralized registration should be provided for. Further, the assessee should be mandated to provide in his return, the details of all locations from which supply of goods / services is made by him.
  • Threshold limit for registration should be common for entire country. Presently it is proposed Rs. 4 lakh for North East and Rs. 9 lakh for others. Alternatively, there should be a sunset clause for this, (say 2 years).
  • Definition of aggregate turnover be suitably amended so as to exclude the value of exempt and non-taxable supplies from aggregate turnover to make it meaningful and objective. Otherwise the purpose of exemption / threshold will be defeated.
  • Definition of supply should be ‘comprehensive’ and not inclusive. It is defined as ‘supply includes’ rather than supply means….’. This will add to litigation. The supply of capital goods (whether to own depot or to the customer) be kept outside the purview of GST , and only the leasing / renting / transfer of right to use the asset be subject to tax.
  • Inter-state activities should exclude activities of same person. These activities are unnecessary under the GST law, unworkable and will be tantamount to creating inter-state fiscal frontiers, impeding free flow of goods and / services within the common market of India.
  • The definition of manufacturer should be delinked from Central Excise Act and an elaborate definition of the term ‘manufacture’ be provided to avoid litigation and interpretational issues.
  • Threshold exemption limit should be kept at least at Rs. 25 lakh for services and Rs. 2 crore for goods as anybody with lower limit can always voluntarily get registered. Also, small and medium entities may find it difficult to maintain electronic records and wish to avoid unnecessary inspections / litigations from the tax Department.
  • Composition Scheme is meant for small taxable persons like neighborhood stores who does not keep record of their turnover and does not issue invoices. No facility is given to them in case they are expected to keep their turnover record. Also, the rate of tax should be percentage of their taxable supplies (inputs), the record of which exist in electronic ledger. Linking of rates with total turnover will distort the total scheme.
  • Composition threshold should be not below Rs. one crore. Disallowing composition benefit to the persons who effect any inter­state supply of goods and / or services shall work against the interest of small assessees as there might be a possibility that in aggregate turnover of Rs. 50 lakhs only a small amount constitute inter-state supply of goods or services which will deny him of the benefit of composition scheme.
  • Valuation rules are too cumbersome so as to even prescribe valuation of services without consideration.
  • Transaction value of goods and services should factor the ‘discounts’. There should be no tax on free supplies.
  • In GST system, it is expected that the figures submitted for GST returns will be validated with figures submitted to Income tax. Given the fact that the sale and provision of services is one of the factors for charging of tax, the taxable figures in GST will be far different than figures in accounts or in income tax. A system needs to be built so that the figures in other data base could be used for validation of figures in GST.
  • The concept of granting input tax credits based on the matching concept of uploading data and filing of valid returns by the supplier of such taxable person will most certainly lead to innumerable amount of litigations on account of a few unscrupulous dealers.
  • Input tax credit (Cenvat) should not be denied to real estate sector and allowed to works contracts only. Guidelines for valuation of land should be made clear and transparent. Also, non-subsuming of stamp duty in GST should be reconsidered.
  • Reversal of input tax credit used for goods and / or services used for personal or private consumption should be allowed.
  • Concept of TCS to be done away with as it proves to be detrimental to small suppliers and leads to blockage of funds in TCS.
  • Rate of interest on delay in payment of refunds by the Government should be kept at par with the provisions relating to interest payable on delay in payment of taxes by the tax payer.
  • Requirement of double payment of taxes be eliminated. Further, the refund / adjustment procedure for such cases be made fast-tracked, simple and quick.
  • Government should not hurry implementation of GST from April, 2017. There is lot of ground work to be done. The most important is awareness, education, training and trial runs. 1st April 2017 is not that sacrosanct but introduction of a perfect law at the right time is more important. Country can wait for a strong and robust GST law for some more time.

General suggestions

  • It should be ensured that all states have verbatim same provisions for rates, levy, administration and procedures. Only negative list or exemptions may vary based on regional issues.
  • A large number of compliances / returns / reconciliations are proposed. This will only burden all stakeholders; will make GST inefficient and a regressive tax. Cost of compliance will be major issue which may take away the benefits of GST.
  • Smooth, transparent and simple transition provisions are needed rather than revenue centric provisions. These ought to be practical too. Transitional provisions should bear this objective. Supplies effected under the current tax regime, but which are delivered or received after the date of implementation of GST, normally referred to as goods – in – transit. The transitional provisions should suitably provide for credit of taxes / duties paid under the current law.
  • Refund of any credit balance other than for exports is not allowed. This should be allowed subject to safeguards / limitations.
  • Special focus on awareness and training of all-officers, professionals and assessees is required including making available literature on GST available in different languages.
  • Current / past disputes on GST introduction should be proactively addressed by way of speedy redressal of cases and / or practical, proactive and objective Dispute Resolution Scheme so that baggage of disputes in not carried forward.
  • Non compliances attract very harsh and heavy penalties / punishment and need to be diluted in view of GST being a new levy and new law. Prosecution threshold should be kept at Rs. 2 crores as minimum. There should be a provision that except in fraudulent cases, no arrest / prosecution be made in first year of implementation.
  • No new taxes should be allowed to be levied by states in GST regime when compensation for revenue loss, if any is guaranteed.
  • GST is the future tax. GST law should, therefore be forward looking and open for futuristic businesses such as e-commerce, technology based, IT etc and recognize internet, digital economy, start ups etc.

GST law should be a very simple tax law as the proposed law / provisions are too complex to understand by a common man.

KHANNA & ASSOCIATES is a full service Law Firm handling all legal matters on Civil, Criminal, Business, Commercial, Corporate, Arbitration , Labor & Service subjects in law, in all courts  as well  as Tribunals. An individualized service by members with decades of experience              ensures  total satisfaction to the clients.
We Provide services are:
•    Accounting Services
•    Auditing & Assurance Services
•    Advisory Services
•    Business Services
•    Corporate Services
•    International Services
•    Financial & Corporate Services
•    Foriegn Exchange Services
•    STPI Services
•    Taxation Services
•    Trademark & Copyright Related Services
•    NRI Related Services
•    Corporate Governance Services
•    Service Tax

Contact Us:
•    www.khannaandassociates.com
•    www.cafirm.khannaandassociates.com
•    www.bestdivorcelawyer.in
•    www.domesticviolence.co.in
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•    info@khannaandassociates.com
•    cafirm.khannaandassociates@gmail.com

COMPANY INCORPORATION AND MANAGEMENT SERVICES

Lets Start StartUp with Private Limited Company Registration @Rs 12,999/-in India


Private Limited Company Registration

Rs. 12,999 all-inclusive

Let’s Get Started

 

Lets Start StartUp with Private Limited  Company in India

 

Prime Minister Narendra Modi has kicked off the ambitious Startup India Movement. The government programme aims to fill gaps in the economy for the growth and development of startups and will aim to boost digital entrepreneurship at the grassroots

 This proposed definition of Startups has several advantages for Government of India. These advantages are:

 A startup status can be given to any kind of entity- it can be a company:-

  • LLP Partnership
  • Private Limited
  • Section-8 not-for-profit
  • Society
  • Trust or even proprietorships.

 

The Sops

A very supportive Government came out with number of sops for Indian startups.

 Important sops includes:-

  1. Tax exemptions for three years
  2. Concessions on capital gains tax
  3. Compliance simplification
  4. Self-certification
  5. No regulatory inspection for three years,
  6. A Rs. 10,000 crore fund to back startups, 90 days to close down a startup, 80 % reduction in patent filing fee,
  7. And also a mobile app to be launched on April 1 making it possible to register startups in one day.

 

In addition, for a startup to be recognized as one,

Ø  It must be an entity registered/incorporated as a:

Ø  Private Limited Company under the Companies Act, 2013; or

Ø  Registered Partnership firm under the Indian Partnership Act, 1932; or

Ø  Limited Liability Partnership under the Limited Liability Partnership Act, 2008.

Ø  Five years must not have elapsed from the date of incorporation/registration.

 

 

Minimum requirements for the Private Limited Company:-

Features of Private Limited Company :-

  • Require 2 Person as Entrepreneur i.e Directors :- shall have at least one director on its board of directors, who has stayed in India for a total period of not less than one hundred and eighty two (182) days in the previous calendar year
  • Easily Setup and recommend to Growing Startups.
  • Limited Liability for Members.
  • More Credibility as Compare to others.
  • Easily raise funds from Investors.
  • Minimum 2 Shareholders
  • The directors and shareholders can be the same person
  • Minimum Share Capital shall be Rs. 100,000 (INR One Lac)
  • Application of allotment Director Identification Number (DIN) for all the Directors
  • DSC (Digital Signature Certificate) for two Directors

 

Steps Taken for Register a Private Limited Company :-

  • Step 1. Application for Director Identification Number (DIN) in form DIR-3 & DSC (Digital Signature Certificate).
  • Step 2. Search for the Company Name availability.
  • Step 3. Application for the Name availability.
  • Step 4. Drafting of Memorandum of Association (MOA) & Articles of Association (AOA).
  • Step 5. Filing of e-forms with RoC (Registrar of Companies).
  • Step 6. Payment of RoC Fees & Stamp Duty.
  • Step 7. Verification of documents / forms by RoC
  • Step 8. Issue of Certificate of Incorporation by RoC

 

Documents Requirements-

  • ID Proof and Address Proof for all Directors. as id proof PAN Card is Mandatory.

 

  • latest utility bill (electric bill/telephone bill) or latest tax receipt/ownership deep of the property for the property to be used for registered office.

 

 

Inclusions:

     One DSC & up to two DINs

     Company Name Reservation

     One DSC & up to two DINs

     Company Name Reservation

     MoA & AoA

     INC-29 /INC-7/INC-22 Filing

     Company PAN & TAN

 

 

 

Private Limited Company Registration

Rs. 12,999 all-inclusive

Let’s Get Started

KHANNA & ASSOCIATES is a 70 year old  taxation lawyer and chartered accountant firm .It includes Company Secretary , MBA s, Taxation Lawyers and Chartered Accountant. We are an international law firm . We provide various services legal to finance .

 

KHANNA & ASSOCIATES is a full service Law Firm handling all legal matters on Civil, Criminal, Business, Commercial, Corporate, Arbitration , Labor & Service subjects in law, in all courts  as well  as Tribunals. An individualized service by members with decades of experience  ensures  total satisfaction to the clients.

 

We Provide services are:

 

  • Accounting Services
  • Auditing & Assurance Services
  • Advisory Services
  • Business Services
  • Corporate Services
  • International Services
  • Financial & Corporate Services
  • Foriegn Exchange Services
  • STPI Services
  • Taxation Services
  • Trademark & Copyright Related Services
  • NRI Related Services
  • Corporate Governance Services
  • Service Tax

Strat up/stand up india service

 

Contact Us:

 

 IN-+91-946160007

US-+1-80151-20200

cafirm.khannaandassociates@gmail.com

 

Thinking For Start up A Bunisess

Lets Start StartUp with Private Limited Company in India-Khanna & Associates LLP


Lets Start StartUp with Private Limited  Company in India

Step by step guide to Formation / Registration / Incorporation ofa Private Limited Company, in India

 

Defitions:-

“company” means a company incorporated under Companies Act 2013 or under any previous company law.

 

Company limited by guarantee

“Company limited by guarantee” means a company having the liability of its members limited by the memorandum to such amount as the members may respectively undertake to contribute to the assets of the company in the event of its being wound up.

 

Company limited by shares

“Company limited by shares” means a company having the liability of its members limited by the memorandum to the amount, if any, unpaid on the shares respectively held by them.

 

Minimum requirements for the Private Limited Company:-

Features of Private Limited Company :-

  • Require 2 Person as Entrepreneur i.e Directors :- shall have at least one director on its board of directors, who has stayed in India for a total period of not less than one hundred and eighty two (182) days in the previous calendar year
  • Easily Setup and recommend to Growing Startups.
  • Limited Liability for Members.
  • More Credibility as Compare to others.
  • Easily raise funds from Investors.
  • Minimum 2 Shareholders
  • The directors and shareholders can be the same person
  • Minimum Share Capital shall be Rs. 100,000 (INR One Lac)
  • Application of allotment Director Identification Number (DIN) for all the Directors
  • DSC (Digital Signature Certificate) for two Directors

Steps Taken for Register a Private Limited Company :-

  • Step 1. Application for Director Identification Number (DIN) in form DIR-3 & DSC (Digital Signature Certificate).
  • Step 2. Search for the Company Name availability.
  • Step 3. Application for the Name availability.
  • Step 4. Drafting of Memorandum of Association (MOA) & Articles of Association (AOA).
  • Step 5. Filing of e-forms with RoC (Registrar of Companies).
  • Step 6. Payment of RoC Fees & Stamp Duty.
  • Step 7. Verification of documents / forms by RoC
  • Step 8. Issue of Certificate of Incorporation by RoC

Documents Requirements-

  • ID Proof and Address Proof for all Directors. as id proof PAN Card is Mandatory.

 

  • latest utility bill (electric bill/telephone bill) or latest tax receipt/ownership deep of the property for the property to be used for registered office.

 

Company Formation FAQ’s

 

The complete procedure is primarily divided into following 8 Steps.

Step 1. Application for Director Identification Number (DIN) in form DIR-3 & DSC (Digital Signature Certificate)

What is a Director Identification Number (DIN)?

Director Identification Number (DIN) is a unique identification number issued by the Ministry of Corporate Affairs (MCA), for an existing director or a person intending to become a director of a company.

Documents required for DIR-3 Application

In case of Indian National

  • Identity Proof: Copy of PAN Card (Income Tax Permanent Account Number (PAN) is mandatory in case of Indian National and in such cases applicant details should be as per Income tax PAN)
  • Address Proof: Copy of Passport or Election/Voter ID or Ration Card or Driving license (address having pin code) or Electricity/telephone (Utilities) bill or AADHAR Card. All this should be in the “Name of Applicant” only and it should not be older than 2 months from the date of filing of the e-form.
  • Passport Size Photograph (latest) : 1 photocopy or a soft-copy in (.JPEG format)
  • *Current Occupation
  • *Email Address of the Applicant
  • *Mobile/Cell Number
  • *Educational qualification
  • *Verification to be signed by the Applicant. See the attached DIR4 format

 

In case of Foreign National

Identity Proof: Copy of Passport (mandatory)

Address Proof: Address proof should not be older than 1 year from the date of filing of the eForm.

Passport Size Photograph (latest): 1 photocopy or a soft-copy (in .JPEG format)

*Current Occupation

*Email Address of the Applicant

*Mobile/Cell Number

*Educational qualification

*Verification to be signed by the Applicant. See the attached DIR4 format

 

 All the documents require “Self attestation”.

  • . In case, the director is residing outside India, the attached supporting documents should be attested by the Consulate of the Indian Embassy, Foreign Public Notary. In case of director, supporting documents can also be attested by Company secretary in full time employment / CEO / Managing director of the Indian company in which he / she proposed to be a director.

 

  • DIR-3 shall be digitally signed by the same person i.e. applicant who is filing the application and by either of the following:
  • Company Secretary (in whole-time practice) or a Chartered accountant (in whole-time practice) or Cost accountant (in whole-time practice)
  • Company secretary in full time employment or Director of the company in which the applicant is to be appointed as a director
  • . While making DIR-3 Application following details are mandatory :
  • First Name, Middle Name, Last Name, Details of father of an applicant (even in case of a married woman)
  • In case of a Married woman, a photocopy of the Marriage Certificate is required (If DIN needs to be in the “Changed Name”)
  • . There could be instances of DIR3/DIN Rejection. Refer “Common Causes of DIN Rejection” for the resolution.
  • *Starred items are mandatory fields of DIR-3 application

 What is a Digital Signature Certificate (DSC)?

 Digital Signature Certificate (DSC) is the digital equivalent (i.e. electronic format) of physical or paper certificates. Examples of physical certificates are driver’s license, passport. Certificates serve as proof of identity of an individual for a certain purpose; for example, a driver’s license identifies someone who can legally drive in a particular country. Likewise, a digital certificate can be presented electronically to prove your identity, to access information or services on the Internet or to sign certain documents digitally. Since MCA accepts electronic submission of Forms on its website the DSC is mandatory for all the users.

Documents required for obtaining DSC

  • Digital Signature Certificate application Form (duly signed by an applicant). An applicant is required to sign across the photo.
  • Download the DSC Application Form (Class II Individual Certificate)
  • All other documents are same as required for the DIR-3 Application
  • Note: All the documents require “Self attestation” and identity proof and address proof should be attested by either a Gazetted officer (Class I) or Bank manager or Post Master.


Step 2. Search for the Company Name availability

The Promoters have to provide at least 6 names in the order of their preference/priority. The Promoters can themselves search for the available names by visiting the MCA Website: Check Name Availability

Step 3. Application for the Name availability

 After drafting of Main Object of the proposed company, need to file e-Form INC-1 (Application for reservation of name) with Registrar of Companies for name availability. The Applicant needs to give 6 proposed names in preference/priority along with their meaning and significance of each word.

Note: Refer the “undesirable names” rules extracts from the Companies (Incorporation) Rules, 2014.

Also refer MCA General Circular on Use of word ‘National’, ‘Bank’, ‘Exchange’, ‘Stock Exchange’ in the names of Companies or Limited Liability Partnerships (LLPs). Refer General Circular No. 2/2014

Step 4. Drafting of Memorandum of Association (MOA) & Articles of Association (AOA)

 

What is a Memorandum of Association?

Memorandum of Association covers fundamental provisions of the company’s constitution. It covers main object and other objects of the company.

What is Articles of Association?

Articles of Association contain rules and regulations governing the internal management of the company. It is a binding contract between company and its members and members among themselves defining their rights and duties.

As per Section 4(5)(i) of the Companies Act 2013 upon receipt of an application under sub-section (4), the Registrar may, on the basis of information and documents furnished along with the application, reserve the name for a period of sixty days from the date of the application.

After name approval from ROC, the next step is to draft MOA & AOA. The subscribers need to specify Name, Address, and Occupation in their own handwriting & sign the subscription pages of MOA & AOA.

Where subscriber to the memorandum is a Foreign National (residing outside India), please refer Chapter 2 of Companies (Incorporation) Rules, 2014 notified by Ministry of Corporate Affairs for knowing the procedure of obtaining attestation and notary while signing subscription pages of Memorandum and Articles of Association and other relevant document.

 Step 5. Filing of e-forms with RoC (Registrar of Companies)

 Following Forms to be filed/uploaded on the MCA Website.

  1. a) Form INC-7 : For application of Incorporation of the Company

 Mandatory attachments to e-form INC-7

  1. Memorandum of Association
  1. Articles of Association
  1. Declaration by Professional in INC-8
  1. Affidavit from the subscriber to the Memorandum in Form No.INC-9
  1. Proof of residential address which should not be older than two months
  1. Proof of identity
  1. Verification of signature of subscribers i.e. Form No. INC-10, in case the company is not having share capital.
  1. It is mandatory to attach entrenched Articles of association if any of the articles are entrenched.
  1. ii) Optional attachments depending upon case
  1. Copy of in principle approval granted by the Reserve Bank of India or any concerned authority in case proposed company shall be conducting NBFI (Non-Banking Financial Institution) activities
  1. NOC in case there is change in the promoters (first subscribers to Memorandum of Association)
  1. Proof of nationality in case the subscriber is a foreign national
  1. PAN card (in case of Indian national)
  1. Copy of certificate of incorporation of the foreign body corporate and proof of registered office address
  1. Certified true copy of board resolution/consent by all the partners authorising to subscribe to MOA

  Form INC-22 : For Notice of situation of registered office

 Attachments to e-form INC-22

  1. Proof of Registered Office address (Conveyance/Lease deed/Rent Agreement along with the rent receipts) etc.

 Copies of the utility bills (proof of evidence of any utility service like telephone, gas ,electricity etc. depicting the address of the premises not older than two months is required to be attached).

 No Objection Certificate or permission to use

 Certification of e-form INC-22 by CS/CA/CWA (in Whole Time Practice)


Form DIR-12 : For providing information about particulars of appointment of Directors of the company and Key Managerial Personnel

  Attachments to e-form DIR-12

Following are the Mandatory attachments in case of an appointment of a Director / Manager / Company Secretary / CEO / CFO.

  • Letter of appointment
  • Declaration by first director in Form INC-9
  • Declaration of the appointee director, managing director, in Form No. DIR-2

 

Step 6. Payment of RoC Fees & Stamp Duty

 

After filing of documents online, we need to make payment of RoC fees and Stamp Duty electronically which is based upon the Authorised Capital of the Company.

The MCA Fee Calculator  currently being unavailable, please refer the attached “Fee Schedule”

 

Step 7. Verification of documents / forms by RoC

 

After payment of all RoC Fees & Stamp duties, RoC verifies/scrutinises all the documents and forms  and may suggest few changes to be made in the attachments or form itself. We need to make necessary changes accordingly.

 

Step 8. Issue of Certificate of Incorporation by RoC

 

Once all the Forms are duly approved by RoC, the digitally signed “Certificate of Incorporation” is emailed to the Directors.

As part of the Green Initiative by the MCA (Ministry of Corporate Affairs), few Certificates including “Certificate of Incorporation” are now issued only in the electronic format i.e. soft-copy (having digital signature of RoC Registrar).  Once the Incorporation Certificate is received, Company can start it’s operations.

 

 

 

KHANNA & ASSOCIATES is a 70 year old  taxation lawyer and chartered accountant firm .It includes Company Secretary , MBA s, Taxation Lawyers and Chartered Accountant. We are an international law firm . We provide various services legal to finance .

 

KHANNA & ASSOCIATES is a full service Law Firm handling all legal matters on Civil, Criminal, Business, Commercial, Corporate, Arbitration , Labor & Service subjects in law, in all courts  as well  as Tribunals. An individualized service by members with decades of experience              ensures  total satisfaction to the clients.

 

We Provide services are:

 

  • Accounting Services
  • Auditing & Assurance Services
  • Advisory Services
  • Business Services
  • Corporate Services
  • International Services
  • Financial & Corporate Services
  • Foriegn Exchange Services
  • STPI Services
  • Taxation Services
  • Trademark & Copyright Related Services
  • NRI Related Services
  • Corporate Governance Services
  • Service Tax

Strat up/stand up india service

 

Contact Us:

 

 IN-+91-946160007

US-+1-80151-20200

cafirm.khannaandassociates@gmail.com

 

Definition of Startup/Funding /Tax Exemptions Under The Scheme of “StartupIndia” -Khanna & Associates LLP


Definition of Startup

(only for the purpose of Government schemes)

The government is moving on fast to implement the Start-up India programme, with ministries like environment and labour putting in place mechanisms to ensure speedy clearances, senior officials said on Thursday.

 

Startup means

  • an entity, incorporated or registered in India not prior to five years, with annual
  • turnover not exceeding INR 25 crore in any preceding financial year, working towards innovation,development, deployment or commercialization of new products, processes or services driven bytechnology or intellectual property.
  • Provided that such entity is not formed by splitting up, or reconstruction, of a business already inexistence.
  • Provided also that an entity shall cease to be a Startup if its turnover for the previous financial yearshas exceeded INR 25 crore or it has completed 5 years from the date of incorporation/ registration.
  • Provided further that a Startup shall be eligible for tax benefits only after it has obtained certification from the Inter-Ministerial Board, setup for such purpose.

 

Department of Industrial Policy and Promotion

Department of Industrial Policy and Promotion (DIPP) secretary Ramesh Abhishek launched a portal and a  Mobile App on the start-up India programme, which will provide up-to- date information on various notifications/ circulars issued by various ministries and departments “towards creation of a conducive ecosystem for start-ups”.

The portal and mobile app provide information regarding incubators and funding agencies recognized for the purpose of recommending start-ups (as part of start-up recognition application).

 

1.Providing Funding Support :- through a Fund of Funds with a Corpus of INR 10,000 crore To provide funding support for development and growth of innovation driven enterprises

  • One of key challenges faced by Startups in India has been access to finance. Often Startups, due to lack of collaterals or existing cash flows, fail to justify the loans. Besides, the high risk nature of Startups wherein a significant percentage fail to take-off, hampers their investment attractiveness.
  • In order to provide funding support to Startups, Government will set up a fund with an initial corpus of
  • INR 2,500 crore and a total corpus of INR 10,000 crore over a period 4 years (i.e. INR 2,500 crore peryear) .
  • The Fund will be in the nature of Fund of Funds, which means that it will not invest directly into Startups, but shall participate in the capital of SEBI registered Venture Funds.

Key features of the Fund of Funds are highlighted below:

The Fund of Funds shall be managed by a Board with private professionals drawn from industry bodies, academia, and successful Startups

  • Life Insurance Corporation (LIC) shall be a co-investor in the Fund of Funds
  • The Fund of Funds shall contribute to a maximum of 50% of the stated daughter fund size. In order to be able to receive the contribution, the daughter fund should have already raised the balance
  • 50% or more of the stated fund size as the case maybe. The Fund of Funds shall have
  • representation on the governance structure/ board of the venture fund based on the contribution made.
  • The Fund shall ensure support to a broad mix of sectors such as manufacturing, agriculture, health,education, etc.

2.Tax Exemption on Capital Gains

 

To promote investments into Startups by mobilizing the capital gains arising from sale of capital assets Details Due to their high risk nature, Startups are not able to attract investment in their initial stage. It is therefore important that suitable incentives are provided to investors for investing in the Startup ecosystem. With this objective, exemption shall be given to persons who have capital gains during theyear,

  • if they have invested such capital gains in the Fund of Funds recognized by the Government.
  • This will augment the funds available to various VCs/AIFs for investment in Startups.
  • In addition, existing capital gain tax exemption for investment in newly formed manufacturing MSMEs by individuals shall be extended to all Startups.
  • Currently, such an entity needs to purchase “new assests” with the capital gain received to avail such an exemption. Investment in ‘computer or computer software’ (as used in core business activity) shall also be considered as purchase of ‘new assets’ in order to promote technology driven Startups.

3.Tax Exemption to Startups for 3 years

 

To promote the growth of Startups and address working capital requirements Innovation is the essence of every Startup. Young minds kindle new ideas every day to think beyond conventional strategies of the existing corporate world.

During the initial years, budding entrepreneurs struggle to evaluate the feasibility of their business idea.

With a view to stimulate the development of Startups in India and provide them a competitive platform, it is imperative that the profits of Startup initiatives are exempted from income-tax for a period of 3 years. This fiscal exemption shall facilitate growth of business and meet the working capital requirements during the initial years of operations. The exemption shall be available subject to non-distribution of dividend by the Startup.

 

4.Innovation Focused Programs for Students

In order to promote research and innovation among young students, the Government shall implement the following measures:

  • Innovation Core. Innovation Core program shall be initiated to target school kids with an outreach to 10 lakh innovations from 5 lakh schools. One lakh innovations would be targeted and the top 10,000 innovations would be provided prototyping support. Of these 10,000 innovations, the best 100 would be shortlisted and showcased at the Annual Festival of Innovations in the Rashtrapati Bhavan.

 

5.Credit Guarantee Fund for Startups

In order to overcome traditional Indian stigma associated with failure of Startup enterprises in general and to encourage experimentation among Startup entrepreneurs through disruptive business models,

  • credit guarantee comfort would help flow of Venture Debt from the formal Banking System.
  • Debt funding to Startups is also perceived as high risk area and to encourage Banks and other Lenders
  • to provide Venture Debts to Startups, Credit guarantee mechanism through National Credit
  • Guarantee Trust Company (NCGTC)/ SIDBI is being envisaged with a budgetary Corpus of INR 500 crore per year for the next four years.

 

6.Tax Exemption on Investments above Fair Market Value

Under The Income Tax Act, 1961, where a Startup (company) receives any consideration for issue of shares which exceeds the Fair Market Value (FMV) of such shares, such excess consideration is taxable in the hands of recipient as Income from Other Sources.

In the context of Startups, where the idea is at a conceptualization or development stage, it is often difficult to determine the FMV of such shares. In majority of the cases, FMV is also significantly lower than the value at which the capital investment is made. This results into the tax being levied under section 56(2) (viib). Currently, investment by venture capital funds in Startups is exempted from operations of this provision. The same shall be extended to investment made by incubators in the Startups.

Incubators available

To bolster the Startup ecosystem in India, the Government is proposing to introduce Startup fests at national and international stages.

These fests would provide a platform to Startups in India to showcase their ideas and work with a larger audience comprising of potential investors, mentors and fellow Startups.

1.As part of “Make in India” initiative, Government proposes to:

  • Hold one fest at the national level annually to enable all the stakeholders of Startup ecosystem to come together on one platform.
  • Hold one fest at the international level annually in an international city known for its Startup ecosystem

2.The Atal Innovation Mission (AIM)

The Atal Innovation Mission (AIM) shall have two core functions:

  • Entrepreneurship promotion through Self-Employment and Talent Utilization (SETU), wherein
  • innovators would be supported and mentored to become successful entrepreneurs
  • Innovation promotion: to provide a platform where innovative ideas are generated
  • The main components proposed to be undertaken as part of the mission include:
  • Entrepreneurship promotion:
  • Establishment of sector specific Incubators including in PPP mode (refer #14 of this Action Plan)
  • Establishment of 500 Tinkering Labs
  • Pre-incubation training to potential entrepreneurs in various technology areas in collaboration with
  • various academic institutions having expertise in the field
  • Strengthening of incubation facilities in existing incubators and mentoring of Startups
  • Seed funding to potentially successful and high growth Startups
  • Innovation promotion:
  • Institution of Innovation Awards (3 per state/UT) and 3 National level awards
  • Providing support to State Innovation Councils for awareness creation and organizing state level
  • workshops/conferences
  • Launch of Grand Innovation Challenge Awards for finding ultra-low cost solutions to India’s pressing
  • and intractable problems

3.Harnessing Private Sector Expertise for Incubator Setup.

 

KHANNA & ASSOCIATES is a 70 year old  taxation lawyer and chartered accountant firm .It includes Company Secretary , MBA s, Taxation Lawyers and Chartered Accountant. We are an international law firm . We provide various services legal to finance .

 

KHANNA & ASSOCIATES is a full service Law Firm handling all legal matters on Civil, Criminal, Business, Commercial, Corporate, Arbitration , Labor & Service subjects in law, in all courts  as well  as Tribunals. An individualized service by members with decades of experience      ensures  total satisfaction to the clients.

 

We Provide services are:  –

Strat up/stand up india service

 

  • Accounting Services
  • Auditing & Assurance Services
  • Advisory Services
  • Business Services
  • Corporate Services
  • International Services
  • Financial & Corporate Services
  • Foriegn Exchange Services
  • STPI Services
  • Taxation Services
  • Trademark & Copyright Related Services
  • NRI Related Services
  • Corporate Governance Services
  • Service Tax

 

Contact Us:

IN-+91-946160007

US-+1-80151-20200

info@khannaandassociates.com

cafirm.khannaandassociates@gmail.com

List of Resolution for which MGT-14 requires to be filed-Khanna & Associates LLP


 

List of Resolution for which MGT-14 requires to be filed

 

  1. 1. Section- 8:                   For a company registered under Section- 8 to convert itself into a company of any other kind or alteration of its Memorandum or Articles

2.

  1. 3. Section – 12:              Shifting Of Registered Office.
  2. 4. Section-13:                 Alteration in MO
  3. 5. Section- 14:                Alteration in Article.

 

 

  1. 6. Section 13(8):           A company, which has raised money from public through Prospectus and still has any unutilized amount out of the money so raised, shall not Change its objects for which it raised the money through prospectus unless a special Resolution is passed by the company.

 

 

  1. 7. Section 27(1):           A company shall not, at any time, vary the terms of a contract referred to in the prospectus or objects for which the prospectus was issued, except subject to the approval of, or except subject to an authority given by the company in general meeting by way of special resolution.

 

 

  1. 8. Section 41A:              A company may, after passing a special resolution in its general meeting,  issue  depository  receipts  in  any  foreign  country  in  such  manner,  and subject to such conditions, as may be prescribed. (Section still not applicable).

 

 

  1. 9. Section 48(1):           Where a share capital of the company is divided into different classes of shares, the rights attached to the shares of any class may be varied with the consent in writing of the holders of not less than three-fourths of the issued shares of that class or by means of a special resolution passed at a separate meeting of the holders of the issued shares of that cla

 

 

  1. 10. Section 54: Issue of Sweat Equity Share

 

 

  1. 11. Section 62(1) (c): Preferential allotment of share
  2. 12. Section 65: Conversion of Unlimited company into limited company.

 

 

  1. 13. Section 66(1): Reduction of Share Capita

 

 

  1. 14. Section 67(3) (b): Special resolution for approving scheme for the purchase of fully-paid shares for the benefit of employee

 

 

  1. 15. Section 68(2)(b): Buy Back of Share

 

 

  1. 16. Section 71(1): A company may issue debentures with an option to convert such debentures into shares, either wholly or partly at the time of redemption: Provided that the issue of debentures with an option to convert such debentures into shares, wholly or partly, shall be approved by a special resolution passed at a general meeting.

 

 

  1. 17. Section 76: Inviting deposits from person other then member

 

 

  1. 18. Section-94: Keep registers at any other place in India.

 

 

  1. 19. Section 140(1): The  auditor  appointed under  section  139  may  be  removed from his office before the expiry of his term only by a special resolution of the company, May appoint more than 15 directors by passing of Special resolution.

 

 

  1. 20. Section- 149(10): Re-appointment of Independent Director.

 

 

  1. 21. Section 165(2): Subject to the provisions of sub-section (1), the members of a company may, by special resolution, specify any lesser number of companies in which a director of the company may act as director

 

 

  1. 22. Section- 180: The  Board  of  Directors  of  a  company  shall  exercise  the following powers only with the consent of the company by a special resolution, namely-
  2. a. to sell, lease or otherwise dispose of the whole or substantially the whole of the undertaking of the company or where the company owns more than one undertaking, of the whole or substantially the whole of any of such undertaking
  3. b. to invest otherwise in trust securities the amount of compensation received by it as a result of any merger or amalgamation.
  4. to borrow money, where the money to be borrowed, together with the money already borrowed by the company will exceed aggregate of its paid-up share capital

and free reserves, apart from temporary loans obtained from the company’s bankers in the ordinary course of business.

  1. d. to remit, or give time for the repayment of, any debt due from a director.

 

 

  1. 23. Section- 185: For approving scheme for giving of loan to MD or WT

 

 

  1. 24. Section- 188: To enter into related party transaction with the company if paid up capital of company exceed Rs.10/- Crore.

 

 

  1. 25. Section- 186(3): Loan&  Investment  by  company  exceeding  60%  of  paid  up share capital or 100% of free reserve.

 

 

  1. 26. Section- 196: Appointment of a person as Managerial Personnel if, the age of

Person is exceeding 70 year.

 

  1. 27. Sched  Remuneration to Managerial personnel if, profits of company are Inadequate.

 

  1. 28. Section 248: Power of registrar for removal name of company.

 

 

  1. 29. Section 271(1)(b): Special Resolution for winding up of the company by Tribuna

 

 

  1. 30. Section 304(b): Special Resolution for winding up of company

 

 

AS PER SECTION 179(3):   The  Board  of  Directors  of  a  company  shall  exercise  the following powers on behalf of the company by means of resolutions passed at meetings of the Board, namely:—these resolutions are also necessary to file in MGT-14.

 

  1. 31. To make calls on shareholders in respect of money unpaid on their share

 

  1. 32. To authorize buy-back of securities under section 68.

 

  1. 33. To issue securities, including debentures, whether in or outside India;

 

  1. 34. To borrow monies;

 

  1. 35. To invest the funds of the company;
  2. 36. To grant loans or give guarantee or provide security in respect of loans;

 

  1. 37. To approve financial statement and the Board’s report;

 

  1. 38. To diversify the business of the company;

 

  1. 39. To approve amalgamation, merger or reconstruction;

 

  1. 40. Take over a  company  or  acquire  a  controlling  or  substantial  stake  in  another company;
  2. 41. Any other matter which may be prescribed.

 

 

In addition to the things mention above the following things are shall also require to file with ROC in MGT-14 per Rule 8 of Companies (Meetings of Board and its Powers), Rules 2014-

  1. 42. To make political contribution

 

  1. 43. To appoint or remove key managerial personnel (KMP)

 

  1. 44. To take note  of  appointment(s)  or  removal(s)  of  one  level  below  the  Key

 

Management Personnel;

 

  1. 45. To appoint internal auditors and secretarial auditor;

 

  1. 46. To take note of the disclosure of director’s interest and shareholding;

 

  1. 47. To buy, sell  investments  held  by  the  company  (other  than  trade  investments), constituting 5%   or more of the paid up share capital and free reserves of the investee company;
  2. 48. To invite or accept or renew public deposits and related matters;

 

  1. 49. To review or change the terms and conditions of public deposit;

 

  1. 50. To approve quarterly,  half  yearly  and  annual  financial  statements  or  financial results as the case may be.

 

 

 

 

 

KHANNA & ASSOCIATES is a 70 year old  taxation lawyer and chartered accountant firm .It includes Company Secretary , MBA s, Taxation Lawyers and Chartered Accountant. We are an international law firm . We provide various services legal to finance .

 

 

KHANNA & ASSOCIATES is a full service Law Firm handling all legal matters on Civil, Criminal, Business, Commercial, Corporate, Arbitration , Labor & Service subjects in law, in all courts  as well  as Tribunals. An individualized service by members with decades of experience  ensures  total satisfaction to the clients.

We Provide services are:

  • Accounting Services
  • Auditing & Assurance Services
  • Advisory Services
  • Business Services
  • Corporate Services
  • International Services
  • Financial & Corporate Services
  • Foriegn Exchange Services
  • STPI Services
  • Taxation Services
  • Trademark & Copyright Related Services
  • NRI Related Services
  • Corporate Governance Services
  • Service Tax
  • Strat up/stand up india service

 

Contact Us:

IN-+91-946160007

US-+1-80151-20200

 

  • info@khannaandassociates.com
  • cafirm.khannaandassociates@gmail.com

 

 

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How To Change Name of Company /Procedure of Change Company Name Company/Name Clause -as Per Company Act 2013-Khanna & Associates LLP


 

How To Change Name of  Company /Procedure of Change Company Name Company/Name  Clause –as Per Company Act 2013-Khanna & Associates LLP

A company being a legal entity must have a name of its own to establish its Separate identity. The name of the company is a symbol of its independent corporate existence. The first clause in the Memorandum of Association of the company states the name by which a company is known. The company may adopt any suitable name provided it is not undesirable.

Sub Section- 2 of Section 4 of the Companies Act, 2013 provides that no company shall be registered by name which:

Is identical with or resemble too nearly to the name of an existing company registered under this Act or any previous company law, or: [Section- 2 (a)]

  • will constitute an offence under any law for the time being in force, or: [Section- 2 (b)(i)]
  • is undesirable in the opinion of the Central Government. [Section- 2 (b)(Ii)].

 

Sub Section-3 without prejudice (Effect) to the provisions of sub-section (2) [as given above], a company shall not be registered with a name which contains unless the previous approval of the Central Government has been obtained for the use of any such word or expression:

any word or expression which is likely to give the impression that the company is in any way connected with, or having the patronage of, the Central Government, any State Government, or any local authority, corporation or body constituted by the Central Government or any State Government under any law for the time being in force; or [Section- 3 (a)].

Such word or expression, as may be prescribed. [Section- 3 (b)].

 

The company after incorporation can change their name by following way:

 

  • Conversion of name from private to public, or
  • Conversion of name from public to private, or
  • Change of name from ABC limited to XYZ limited.

 

Change in Name clause of the Company involves alteration of Memorandum of Association (hereinafter referred to as “Memorandum”) of the Company. Section 13 of Companies Act 2013 regulates the process of amendment in Memorandum of Association is applicable to all companies. All clauses of Memorandum except Capital clause can be altered by following the provisions of Section 13 of Companies Act, 2013 by passing special resolution.

Section 13 of the Companies Act, 2013 deal with change of name which says that the name of the company can be changed by a special resolution and with the approval of the Central Government. Approval of Central Government is not required if the change relates to the addition/deletion of the words “private” to the name.

 

Chapter II Incorporation Of Company And Matters Incidental Thereto Provisions of the Companies Act, 2013: Section 13: Alteration of Memorandum

 

STEPS FOR ALTERATION IN NAME CLAUSE OF MEMORANDUM OF ASSOCIATION:

Step.1

Call Meeting of Board Director:

 

Issue Notice of Board Meeting to all the directors of company at least 7 days before the date of Board Meeting.

Attach Agenda of Board Meeting along with Notice

 

STEP.2

Hold A Board Meeting: Hold the Board meeting of Company for following purposes:

  • Place before Board Suggestions for New names.
  • Pass Board Resolution after Selection of Names.
  • Authorize to Directors of company to make Application with ROC for Name approval

 

STEP.3

File – e-form- INC-1 with ROC: File form INC-1 with ROC for approval of name:

ATTACHMENTS:

  • Copy of Board Resolution.
  • Approval of Owner of Trade Mark or the applicant of such application

 

[If proposed name(s) are based on a registered Trade Mark or is a subject matter of an application pending for registration under the Trade Mark Act, 1999]

STEP.4

Name Approval Certificate from ROC, if applied name are available.

STEP-5

Call Meeting of Board Director:

Issue Notice of Board Meeting to all the directors of company at least 7 days before the date of Board Meeting.

Attach Agenda of Board Meeting along with Notice.

STEP-6

Hold Board Meeting: Hold the Board meeting of Company for following purposes:

 

  • Place Name Availability Certificate before the Board.
  • Fix Day, Date, Time of Extra-ordinary General Meeting.
  • Place Draft Notice of Extra-ordinary General Meeting before Board.
  • Authorization to Director to issue Notice of Extra-ordinary General Meeting.

 

STEP-7

 

Call Extra-Ordinary General Meeting:

 

Give Atleast 21 clear days Notice of Extra-ordinary General Meeting along with explanatory statement through Electronic Mode or in Writing to:

  • All the Directors of Company.
  • All the Members of Company
  • Auditor of Company.

The notice shall specify the place, date, day and time of the meeting and contain a statement on the business to be transacted at the EGM.

Authorize Director & Company Secretary of company to issue notice of EGM.

STEP-8

Hold Extra-Ordinary General Meeting:

 

  • Check the Quorum.
  • Check whether auditor is present, if not. Then Leave of absence is Granted or Not. (As per Section- 146).
  • Pass Special Resolution.[Section-114(2)]
  • Approval of Alteration in MOA & AOA.

 

STEP-9

Filling of e-Form with ROC:

E-form MGT-14 within 30 days of passing of Special Resolution.

ATTACHMENT:

  • Notice along with Explanatory Statements.
  • Certified True Copy of Special Resolution.
  • Altered in MOA & AOA.
  • Minutes of General Meeting.

E-form INC-24 within 30 days of passing of Special Resolution

ATTACHMENT:

  • Notice along with Explanatory Statements.
  • Certified True Copy of Special Resolution.
  • Altered in MOA & AOA.
  • Minutes of General Meeting

 

After completing Above Procedure ROC will issue a New Certificate of Incorporation in form No. – 25. (Rule-29 of THE Companies (Incorporation) Rules, 2014). Name will be effective from the date of issue of Certificat

 

Sample Board Resolution for Change in Name of the Company

 

“RESOLVED THAT pursuant to the provisions of Section 13 and other applicable provisions of the Companies Act, 2013, and subject to the approval of the Central Government the existing name of the company be changed from XYZ PRIVATE LIMITED to ABC PRIVATE LIMITED or such other name as may be made available by the Registrar of Companies and agreed upon by the Board of Directors of the Company.

 

RESOLVED FURTHER THAT for the purpose of giving effect to this resolution, Mr. Manoj Agarwal, Director of the Company be and is hereby authorized to make necessary application for obtaining approval to the change of name accordingly to the Registrar of Companies, NCT of Delhi and Haryana.

 

FURTHER RESOLVED THAT Mr. Manoj Agarwal, Director of the Company be and is hereby also authorised, on behalf of the Company, to do all acts, deeds, matters and things as deem necessary, proper or desirable and to sign and execute all necessary documents, applications and returns for the purpose of giving effect to the aforesaid resolution along with filing of necessary E-form as return of change of name with the Registrar of Companies, NCT of Delhi and Haryana.”

Sample Shareholders Resolution for Change in Name of the Company

 

  1. Specimens of Special Resolutions for change in the name of the company

 

“RESOLVED THAT pursuant to the provisions of section 13 and other applicable provisions of the Companies Act, 2013 if any, and subject to the availability of name and the approval of the Registrar of Companies the name of the company be changed from XYZ PRIVATE LIMITED to ABC PRIVATE LIMITED and the Name of XYZ Private Limited, wherever it appears in the Memorandum, Articles, documents, etc. be substituted by the new name ‘ABC Private Limited’ in due course.”

 

  1. Specimen of Special Resolution for amendment in Clause No. I of MOA regarding change in name:

 

“RESOLVED THAT Clause I of the Memorandum of Association of the Company be substituted by the following:

 

‘The Name of the company is ABC PRIVATE LIMITED’

 

iii. Specimen of Special Resolution for amendment in Clause No. ____ of AOA regarding change in name:

 

“RESOLVED THAT Clause _____ of the Articles of Association of the company be substituted by the following:

 

“The Company” means ABC PRIVATE LIMITED

 

                                                                                                                                               

 

KHANNA & ASSOCIATES is a 70 year old  taxation lawyer and chartered accountant firm .It includes Company Secretary , MBA s, Taxation Lawyers and Chartered Accountant. We are an international law firm . We provide various services legal to finance .

 

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