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Steps to be taken to incorporate a new company

Steps to be taken to get a new company incorporated:

Select, in order of preference, at least one suitable name upto a maximum of six names,indicative of the main objects of the company.

Ensure that the name does not resemble the name of any other already registered companyand also does not violate the provisions of emblems and names (Prevention of Improper Use

Act, 1950) by availing the services of checking name availability on the portal.

Apply to the concerned RoC to ascertain the availability of name in eForm1 A by logging into the portal. A fee of Rs. 500/- has to be paid alongside and the digital signature of the

applicant proposing the company has to be attached in the form. If proposed name is notavailable, the user has apply for a fresh name on the same application.

After the name approval the applicant can apply for registration of the new company byfiling the required forms (that is Form 1, 18 and 32) within 60 days of name approval

Arrange for the drafting of the memorandum and articles of association by the solicitors,vetting of the same by RoC and printing of the same.

Arrange for stamping of the memorandum and aticles with the appropriate stamp duty. Get the Memorandum and the Articles signed by at least two subscribers in his/her own

hand, his/her father's name, occupation, address and the number of shares subscribed for and

witnessed by at least one person.

Ensure that the Memorandum and Article is dated on a date after the date of stamping. Login to the portal and fill the following forms and attach the mandatory documents listed in

the eForm

Declaration of compliance - Form-1

Notice of situation of registered office of the company - Form-18.Particulars of the Director's, Manager or Secretary - Form-32.

Submit the following eForms after attaching the digital signature, pay the requisite filing and

registration fees and send the physical copy of Memorandum and Article of Association to the

RoC

After processing of the Form is complete and Corporate Identity is generated obtainCertificate of Incorporation from RoC.

Additional steps to be taken for formation of a Public Limited Company:

To obtain Commencement of Business Certificate after incorporation of the company the public

company has to make following compliance

File a declaration in eForm 20 and attach the statement in lieu of the prospectus(schedule III)OR

File a declaration in eForm 19 and attach the prospectus (Schedule II) to it. Obtain the Certificate of Commencement of Business.

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Additional steps to be taken for registration of a Part IX Company:

The Part IX Company is required to file eForm 37 and eForm 39 apart from filing eForm 1, 18

and 32.

The company is required to file eForm 1 first and then the company can file all the other eForms

(18, 32, 37 and 39) simultaneously or separately

Filing statutory applications under Section 211

Applications seeking exemption under Section 211 of the Companies Act should be

accompanied by :

Specific Board resolution in support of the proposal indicating specific paras of Part II ofSchedule VI and the financial year in respect of which exemption is sought.

Copies of approvals under Section 211 obtained, if any, during the last three financial years.The following The following information should invariably be furnished with the application in

the fields forming part of the eForm

The financial year for which exemption is sought. Precise reasons/justification for seeking exemption. If the company had been complying with the requirements in the past, reasons as to how the

company has been complying in the past.

It should be indicated as to whether the company is maintaining proper purchase/ sales/ stockregisters so as to furnish true and fair view of its state of affairs in compliance of Sections209/211 read with Schedule VI to the Act.

Details of total turnover and exports made by the company during the financial year inrespect of which exemption is sought.

The companies may have to furnish any other additional information as may be asked for by the

Department.

Filing statutory applications under Section 212

Applications seeking exemption under Section 212 of the Companies Act should beaccompanied by :

Specific Board resolution in support of the proposal mentioning inter-alia the names ofsubsidiaries and their financial year in reference.

Copies of approvals under Section 212 obtained, if any, during the last three financial years.

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The following information should invariably be furnished with the application in the fields

forming part of the eForm:

The financial year for which exemption is sought.This year should also be the yearmentioned in the accompanying board resolution.

Precise reasons/justification for seeking exemption. Names of subsidiaries in respect of which exemption is sought. Dates on which the companies became subsidiaries of the applicant company. The financial years of the holding and subsidiary companies under reference.

The companies may have to furnish any other additional information as may be asked for by the

Department.

Submitting application under Section 295

PLEASE ENSURE WHILE SUBMITTING THE APPLICATION IN RESPECT OF

LOANS/CORPORATE GUARANTEE OR FURNISHING SECURITY UNDER SECTION 295

OF THE COMPANIES ACT, 1956 THAT THE FOLLOWINGINFORMATION/DOCUMENTS HAVE BEEN FURNISHED:

1.The rate of interest proposed on the loan should not be less than four percent abovethe prevailing bank rate being the standard rate made public under section 49 of the

R.B.I Act, 1934

2.The quantum of loan along with other loans taken, if any, should not exceed 25 timesof gross salary drawn in the preceeding six months prior to making of theapplication.

3.No guarantee commission shall be allowed to be paid to anyone in respect of theproposals.

The application should be accompanied by the following documents:

4.The proposal should be approved at the meeting of the Board of Directors. A certifiedcopy of resolution passed should be submitted indicating the proposal of thecompany, terms and conditions, interest of the directors/relatives if any, clearly

specifying (a) the rate of interest chargeable, (b) the schedule and terms of

repayment,(c) the loan is not being made out of borrowed funds of the company (d)any other major or important condition having bearing on the loan/financial positionof the company.

5.Wherever required, members specific approval be obtained for the proposal Theresolution along with explanatory statement should contain all the relevant details as

mentioned in point 6 above. A certified copy of the resolution along with

explanatory statement so passed should also be enclosed.

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6.The proposal should be accompanied with the declaration that the company has notdefaulted in making repayments to the investors the amounts as and when they

become due to them.

7.Shareholding pattern of the companies (applicant & borrower)8.List of Directors of the Board of both the companies (applicant & borrower

companies wherever applicable) and disclosing inter-se interest, if any.

9.Copy of draft loan agreement.10.If the loan is backed by any guarantees, then the name and particulars of the

guarantors with their consent.

11.Company should give a declaration to the effect that funds proposed to be loanedare not required for its working capital requirements at least for a year.

12.A certified copy of the loan scheme for the employees of the company, if any.13.Justification for quantum of loan/guarantee or furnishing security by the company.14.In respect of all proposals, a certificate from the statutory auditors or a company

secretary in wholetime practice to the following effect be enclosed stating thereinthat: -

a. the proposal is in conformity within the provisions of Section 372A ofthe Companies Act,1956.

b. the company has not defaulted in:-1. the repayment of any fixed deposits accepted by the

company under Section 58 A of the Companies Act, 1956

or part thereof or interest thereon

2. Payment of dividend3. Redemption/repayment of debenture and timely payment

of interest thereon4. Redemption of preference shares and

c. the Company is regular in filing all forms / returns as required to befiled under the Companies Act 1956.

d. the applicant company is not in any default on account of undisputeddues of the Central Govt. e.g. Income Tax, Central Excise etc. For this

purpose, the status of disputed and undisputed dues shall be made

available so as to enable the Ministry to form a view in the matter vis--vis the coverage thereof available and assessed against the Net

Worth/Profits of the applicant company.

15.A NOC/ prior approval of public financial institutions/ banks in case any term loanis subsisting.