Rule, 2017

Text

Reproduced from the document India Code holds for this instrument. The Gazette prints Hindi and English side by side and this is the English; the Department's own PDF remains the authority.

EXTRAORDINARY

PUBLISHED BY AUTHORITY

No. 63] NEW DELHI, FRIDAY, JANUARY 27, 2017/MAGHA 7, 1938 *पंिᲦ I……………………………………………………………… पंिᲦ II .................................................................................... *नगर....................................................................................... * िजला........................................................... फै᭍स.......................................................

कंपनी का नाम.................................................................................... *᮰ेणी................................

..........................................................(पूवᭅ-पूᳯरत) *पंिᲦ I ..................................................................................................................... पंिᲦ II ..................................................................................................................... * शहर ........................................................................................................................ रा᳦................................................................................................................... फै᭍स ............................................................................................................ * ई-मेल आईडी....................................................................................................... *उपनाम.....................................

आधार सं᭎या ......................................................... * ᳞वसाय का ᮧकार .............................................................................. * पंिᲦ I ..................................................................................................................... पंिᲦ II ..................................................................................................................... * शहर ........................................................................................................................ रा᳦................................................................................................................... मोबाइल ................................................................................................................ फै᭍स ............................................................................................................ * ई-मेल आईडी....................................................................................................... *नाम ....................................................................................................................... * उपनाम.....................................

आधार सं᭎या ............................................................................................... * ई-मेल पता.................................................................................................... * पंिᲦ I……………………………………………………………………………………..

*पंिᲦ II……………………………………………………………………………………..

* नगर ................................................................... * पंिᲦ I……………………………………………………………………………………..

पंिᲦ II……………………………………………………………………………………..

* नगर ................................................................... * आईएसओ रा᳦ कोड.................................................देश........................................... * नाम...................................................

* पदनाम.........................* ᮧवगᭅ................................... *ई-मेल पता........................................................................................................ * नाम.........................................

* पता.............................................

* नाम...................................................

* पदनाम.........................* ᮧवगᭅ................................... *ई-मेल पता........................................................................................................ * नाम.........................................

* पता.............................................

*उपनाम.....................................

* पदनाम....................*ᮧवगᭅ.................................. * पंिᲦ I……………………………………………………………………………………..

पंिᲦ II……………………………………………………………………………………..

* नगर ................................................................... * आईएसओ रा᳦ कोड................................................दशे........................................... * पंिᲦ I……………………………………………………………………………………..

पंिᲦ II……………………………………………………………………………………..

* नगर ................................................................... * आईएसओ रा᳦ कोड.................................................देश........................................... * नाम.........................................

* पता.............................................

* नाम...................................................

* पदनाम.........................* ᮧवगᭅ................................... *ई-मेल पता........................................................................................................ * नाम.........................................

* पता.............................................

*उपनाम.....................................

* पदनाम....................*ᮧवगᭅ.................................. * पंिᲦ I……………………………………………………………………………………..

पंिᲦ II……………………………………………………………………………………..

* नगर ................................................................... * आईएसओ रा᳦ कोड................................................दशे........................................... * पंिᲦ I……………………………………………………………………………………..

पंिᲦ II……………………………………………………………………………………..

* नगर ................................................................... * आईएसओ रा᳦ कोड.................................................देश........................................... * नाम.........................................

* पता.............................................

* उपनाम.....................................

* पंिᲦ I……………………………………………………………………………………..

पंिᲦ II……………………………………………………………………………………..

* नगर ................................................................... * आईएसओ रा᳦ कोड........................................................................... फै᭍स.......................

*ई-मेल पता ...................................................... * पंिᲦ I……………………………………………………………………………………..

* पंिᲦ II……………………………………………………………………………………..

* नगर ................................................................... दशे...........................................

फै᭍स.......................

MINISTRY OF CORPORATE AFFAIRS

NOTIFICATION

New Delhi, the 25th January, 2017

G.S.R.70 (E).—In exercise of the powers conferred by sub-sections (1) and (2) of section 469 of the Companies Act, 2013 (18 of 2013), the Central Government hereby makes the following rules further to amend the Companies (Incorporation) Rules, 2014, namely: -

1. (1) These rules may be called the Companies (Incorporation) Amendment Rules, 2017.

(2) They shall come into force on the 30thday of January, 2017.

2. In the Companies (Incorporation) Rules, 2014 (hereinafter referred to as the principal rules) for rule 18, the following rule shall be substituted, namely:- “18. 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”.

3. In the principal rules, for Form No.INC-11, the following form shall be substituted, namely:-

GOVERNMENT OF INDIA

MINISTRY OF CORPORATE AFFAIRS

Central Registration Centre Certificate of Incorporation [Pursuant to sub-section (2) of section 7 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 The Corporate Identity Number of the company is <CIN> The 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 Authorising 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 Companies Registrar of Companies Central Registration Centre Disclaimer: 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.in Mailing 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.

4. In the principal rules, for form No.INC-32, the following form shall be substituted, namely:- [Pursuant to sections 4, 7, 12, 152 and 153 of the Companies Act, 2013 read with rules made thereunder] – FORM NO. INC-32 (Simplified Proforma for Incorporating Company Electronically) Refer the instruction kit for filing the form.

1. (a) *State the type of company

(b) *State the class of company o Public o Private o One Person Company

(c) *State the category of company

(d) *State the sub-category of company

(e) *Company is  aing share capital  Not haing share capital

(f) Section 8 license number

2. (a) *Main division of industrial activity of the company Description of the main division

(b) Whether Articles of Association is entrenched o Yes o No Number of Articles to which proisions of entrenchment shall be applicable Details of such articles Sr. No. Article Number Short description on entrenchment of the clause

3. (i) *Capital structure of the company Total authorized share capital (in Rupees) Authorized share capital Equity Preference Unidentified Number of shares Nominal amount per share (in Rupees) Total amount (in Rupees) Total subscribed share capital (in Rupees) Subscribed share capital Equity Preference 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) *Line I Line II *State/Union Territory * Pin code *Phone (with STD code) - Fax *email ID of the company

(b) *Whether the address for correspondence is the address of registered office of the company o Yes o No

(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)(i) *Whether name is already approed by Registrar of Companies o Yes o No SRN of form INC-1

(ii) Proposed or approed name Significance of abbreiated or coined word in the proposed name State the name of the ernacular language(s) if used in the proposed name and meaning thereof

(b) (i) *Whether the promoters are carrying on any Partnership firm, sole proprietary or unregistered entity in the name as applied for If yes, whether the business of such entity shall be acquired o Yes o No o Yes o No

(ii) *Whether the proposed name including the phrase ‘Electoral trust’ o Yes o No

(iii) *Whether the proposed name(s) contain such word or expression for which the previous approval of Central Government is required o Yes o No

(iv) *Whether approval from any sectoral regulator is required o Yes o No

(v) Whether the name is similar to o Existing Indian Company o Foreign body corporate [Attach the copy of No Objection Certificate by way of Board resolution (duly attested by a director of that company)] Provide CIN Name of the Company

(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 Act o Yes o No

(ii) *Specify the class(s) of trade mark (refer the instruction kit for details)

(iii) *Furnish the particulars of application and the approal 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 subscribers (non-individual + individual) Number of non-individual first subscriber(s) Number of individual first subscriber(s)-cum- Total number of directors subscriber(s) cum director(s) as mentioned in above Row No. 3) *Corporate identity number(CIN) or foreign company registration number(FCRN) or any other registration number *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 Pre-fill Country *Phone (With STD/ISD code) - Fax *email id Particulars of the authorised person *First Name Middle Name Father’s Middle Name *Father’s Surname * Gender *Date of Birth *Nationality □ PAN □ Passport number Aadhaar number *Place of Birth (District & State) *Occupation type *Area of Occupation *Educational qualification Present Address *Line I Line II ISO Country code Country *Phone (With STD/ISD code) - Mobile Fax *email id Kind of shares subscribed Number of subscribed shares Amount of shares subscribed Equity shares Preference shares

(c) *Particulars of indiidual first subscriber(s) (other than subscriber-cum director) Kind of shares subscribed Number of subscribed shares Amount of shares subscribed Equity shares Preference shares I *FirstName Verify Details Middle Name *Father’s firstname Father’s middle name *Father’s surname *Place of Birth *Area of Occupation If ‘Others’ selected, please specify *Educational Qualification Aadhaar number *email ID Permanent Address *Line I Line II * State/ Union Territory *Pin code *Phone (with STD/ISD code) - *Whether present residential address same as permanent residential address o Yes o No Present address *Line I Line II *ISO Country code Country *Phone (with STD/ISD code *Duration of stay at present address Years Months If Duration of stay at present address is less than one year then address of previous residence *Proof of identity *Residential Proof Submit the proof of identity and proof of address under attachments. Kind of shares subscribed Number of subscribed shares Amount of shares subscribed Equity shares Preference shares Verify Details

(d) *Particulars of indiidual first subscriber(s) cum directors *Name of the company or institution whose nominee the appointee is *email ID Kind of shares subscribed Number of subscribed shares Amount of shares subscribed Equity shares Preference shares Number of entities in which director hae interest (Need not to mention if such entity is haing CIN/FCRN/LLPIN) *Registration number Nature of interest Percentage of Shareholding Amount Others (specify) I *FirstName Middle Name *Father’s firstname Father’s middle name *Father’s surname *Place of Birth *Whether citizen of India o Yes o No *Whether resident in India o Yes o No *Area of Occupation If ‘Others’ selected, please specify *Educational Qualification Verify Details *Name of the company or institution whose nominee the appointee is *email ID Permanent Address *Line I Line II * State/ Union Territory *Pin code *ISO Country code Country *Phone (with STD/ISD code) - *Whether present residential address same as permanent residential address o Yes o No Present address *Line I Line II *ISO Country code Country *Phone (with STD/ISD code *Duration of stay at present address Years Months If Duration of stay at present address is less than one year then address of previous residence *Proof of identity *Residential Proof Voter's identity card number Aadhaar Number Submit the proof of identity and proof of address under attachments. Kind of shares subscribed Number of subscribed shares Amount of shares subscribed Equity shares Preference shares Number of entities in which director hae interest *Registration number Nature of interest Percentage of Shareholding Amount Others (specify)

(e) *Particulars of directors (other than first subscribers) I *Director Identification number (DIN) *Name of the company or institution whose nominee the appointee is *email ID Number of entities in which director hae interest (Need not to mention if such entity is haing CIN/FCRN/LLPIN) *Registration number Nature of interest Percentage of Shareholding Amount Others (specify) I *FirstName Middle Name *Father’s firstname Father’s middle name *Father’s surname *Place of Birth *Whether citizen of India o Yes o No *Whether resident in India o Yes o No *Area of Occupation If ‘Others’ selected, please specify *Educational Qualification * □ PAN □ Passport number *Name of the company or institution whose nominee the appointee is *email ID Permanent Address *Line I Line II * State/ Union Territory *Pin code *ISO Country code Country *Phone (with STD/ISD code) - *Whether present residential address same as permanent residential address o Yes o No Present address *Line I Line II *ISO Country code Country *Phone (with STD/ISD code) - *Duration of stay at present address Years Months If Duration of stay at present address is less than one year then address of preious residence *Proof of identity *Residential Proof Voter's identity card number Aadhaar Number Submit the proof of identity and proof of address under attachments. Number of entities in which director hae interest *Registration number Nature of *Designation Verify Details interest Percentage of Shareholding Amount Others (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 eent 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)*Particulars of the Nominee Middle Name Father’s Middle Name *Father’s Surname *Gender *Date of Birth Nationality Aadhaar number *Place of Birth (District & State) *Occupation type *Area of Occupation *Educational qualification Permanent Address *Line I Line II Country *Phone (With STD/ISD code) - Mobile Fax *email id *Whether present address is same as the permanent address □ Yes □ No Present Address *Line I Line II Verify Details Country Phone (With STD/ISD code) Mobile Fax *Duration of stay at present address Years Months If Duration of stay at present address is less than one year then address of preious residence *Proof of identity *Residential Proof

8. Particulars of payment of stamp duty *Pin Code 9.* Additional Information for applying Permanent Account Number (PAN) and Tax Deduction Account Number (TAN) Information specific to PAN Information specific to TAN Source of Income □ Income from Business/profession □ Capital Gains □ Income from house property □ Income from other source □ No Income Business/Profession code

10. ^Additional Information for Employer registration under Employee State Insurance Corporation (ESIC) Type of Unit □ Factory □ Establishment Exact nature of Work/ Business carried on Work Sub category

11. ^Does the Employees Provident Fund and Miscellaneous Provisions Act 1952 apply to the establishmento EFP and MP Act o Voluntary Coverage

12. ^Number of employees to be covered under Employees Provident Fund Act

13. ^Number. of Employees earning wages less than Rupees fifteen thousand rupees employed directly or through contractor to be covered under Employees State Insurance Act

14. ^Do you need Importer Exporter code o Yes o 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 ^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 applicants desirous of applying for these services 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 for 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. *Affidavit and declaration by first subscriber(s) and

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. NOC from the sole proprietor/partners/other associates/ existing company;

Attach Attach Attach Attach Attach Attach Attach Attach

9. In principle approval from the concerned regulator;

10. Copy of certificate of incorporation of the foreign body corporate and resolution passed;

11. Resolution passed by promoter company;

12. NOC from existing Indian company or foreign company;

13. Interest of first director(s) in other entities;

14. Consent of Nominee (INC-3);

15. Proof of identity & residential address of subscribers;

16. Proof of identity & residential address of nominee;

17. Proof of identity and address of Applicant I;

18. Proof of identity and address of Applicant II;

19. Proof of identity and address of Applicant III;

20. NOC in case there is change in the promoters (first subscribers to Memorandum of Association)

21. Optional attachment(s), (if any) Declaration � I have gone through the provisions of the Companies Act, 2013, the rules thereunder and prescribed guidelines framed 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 partnerships (LLPs) respectively already registered or the names already approved. I have also used the search facility for checking the resemblances of the proposed name with registered trademarks and trade mark subject of an application under the Trade Marks Act, 1999 and other relevant search for checking the resemblance of the proposed name to satisfy myself with the compliance of the provisions of the Act for resemblance of name and Rules thereof.

� The proposed name is not in violation of the provisions of Emblems and Names (Prevention of Improper Use) Act, 1950 as amended from time to time.

� The proposed name is not offensive to any section of people, e.g. proposed name does not contain profanity or words or phrases that are generally considered a slur against an ethnic group, religion, gender or heredity. � The proposed name is not such that its use by the company will constitute an offence under any law for the time being in force.

� I undertake to be fully responsible for the consequences in case the name is subsequently found to be in contravention of the provisions 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 provisions 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 promoters 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 matters 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 am authorised by each subscriber to declare that company shall not commence its business, unless each subscriber has paid the value of the shares agreed to be taken by him at the time of subscribing to the Memorandum of Association;

� 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 promoters and the first directors, hereby declare that the registered office is capable of Remove attachment Attach Attach Attach Attach Attach Attach Attach Attach Attach Attach receiving and acknowledging all communications 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 promoters subscribing to the Memorandum of Association and Articles of Association. � I, on behalf of the proposed Directors whose particulars for allotment 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 sections 164 and 169, and have not been declared as proclaimed offender by any Economic Offence Court or Judicial Magistrate Court or High Court or any other Court, and not been already allotted a Director Identification Number (DIN) under section 154 of the Companies Act, 2013, and I further declare that I have read and understood the provisions of Sections 154, 155, 447 and 448 read with Sections 449, 450 and 451 of the Companies Act, 2013. having Membership number and/or certificate of practice number has been engaged to give declaration under section 7(1) (b) and such declaration is attached. Note: Attention is drawn to the provisions of sections 7(5) and 7(6) which, inter-alia, provides that furnishing of any false or incorrect particulars of any information or suppression of any material information shall attract punishment for fraud under section 447. Attention is also drawn to provisions of section 448 and 449 which provide for punishment for false statement and punishment for false 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 provisions 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 attachment(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;

DSC BOX

AMARDEEP SINGH BHATIA, Jt. Secy.

Note: The principal rules was published in the Gazette of India, Extraordinary Part II, and subsequently amended vide the following notifications:-

(i) the draft memorandum and articles of association have been drawn up in conformity with the provisions of sections 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 officers 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 proposed registered office given in the form at the address mentioned herein above and verified that the said proposed registered office of the company is 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.

Serial Number Notification Number Notification Date and Published by the Controller of Publications, Delhi-110054.

ALOK KUMAR

Provisions this rule answers to

Read out of the instrument itself: an enabling provision is one it says it was made under, which is the power it rests on. The rest it names without resting on.

Other instruments under the same Act

All of the The Companies Act, 2013