MCA vide notification dated 1st May, 2015 has issued Companies (Incorporation) Amendment Rules, 2015 to amend the Companies (Incorporation) Rules 2014. The detail of the said amendment is set forth as below:

Please take note that INC-30 & 31 are not eforms, they will be filed as an attachment to the eform. The applicant during the process of registration of company may choose to file INC-30 & INC-31 along with INC-29 or can attach the actual copies of the memorandum and articles of association.

1. Rule 5

   Rule 5 shall be omitted

   Existing text of Rule 5 read as:-

   “5. Penalty.-

   If One Person Company or any officer of such company contravenes the provisions of these rules, One Person Company or any officer of the One Person Company shall be punishable with fine which may extend to Rs. 10,000 and with a further fine which may extend to Rs.1000 for every day after the first during which such contravention continues.

2. Rule 6 (11)

   In rule 6, for sub-rule (11), for the words "having paid up share capital of Rs. 50 lakhs or less or average annual turnover", the words "having paid up share capital of Rs. 50 lakhs or less and average annual turnover" shall be substituted;

   There seems to be clerical mistake in this amendment as Rule 6 doesn’t have any sub-rule (11).

3. Rule 7(1)

   In rule 7, in sub-rule (1), for the words "having paid up share capital of Rs. 50 lakhs or less or average annual turnover", during the relevant period is, the words "having paid up share capital of Rs. 50 lakhs or less and average annual turnover during the relevant period" shall be substituted;

   Existing text of Rule 7 (1) read as:-

   “7.Conversion of private company into One Person Company
    

   1. A private company other than a company registered under section 8 of the Act having paid up share capital of Rs. 50 lakh or less or average annual turnover during the relevant period is Rs. 2 cr or less may convert itself into one person company by passing a special resolution in the general meeting.”

      Please take note that pursuant to aforesaid amendment, private company have to satisfy the followings conditions before it can convert itself into One Person Company. :

      1. – paid up share capital of Rs. 50 lakh or less and
      2. – average annual turnover during the relevant period is Rs. 2 cr or less
4. Insertion of Rule 7A after Rule 7:-

   7A Penalty – If a One Person Company or any officer of such company contravenes any of the provisions of these rules, the One Person Company or any officer of the such Company shall be punishable with fine which may extend to five thousand rupees and with a further fine which may extend to five hundred rupees for every day after the first offence during which such contravention continues.

5. Rule 8(2):-

   In rule 8, in sub-rule (2), in clause (b), in sub-clause (xi), in the proviso, after the words and figures "under section 248 of the Act", the words, figures and brackets "or under section 560 of the Companies Act, 1956 (1 of 1956)" shall be inserted.

   Existing text of Rule 8 read as:-

   “8. Undesirable names:

   (2)

   b) The name shall also be considered undesirable, if-

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

   Provided that if the proposed name is identical with the name of a company which is struck off in pursuance of action under section 248 of the Act, then the same shall not be allowed before the expiry of twenty years from the publication in the Official Gazette being so struck off.”

6. Rule 16(1):

   In rule 16, in sub-rule (1), for clause (q), the following shall be substituted, namely:-

   “(q) the promoter or first director shall self-attest his signature and latest photograph in Form No.INC.10"

   Existing text of Rule 16(1) read as:-

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

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

   (q) the specimen signature and latest photograph duly verified by the banker or notary shall be in the prescribed Form No.INC.10.”

7. Insertion of Rule 36 after Rule 35:-

   36. Integrated Process for Incorporation.-

   1. For the purpose of simplifying the filing of forms for incorporation of a company, the integrated process shall apply with effect from 01/05/2015.
   2. For the purposes of sub-rule (1), the application for allotment of Director Identification Number upto three Directors, reservation of a name, incorporation of company and appointment of Directors of the proposed company shall be filed in Integrated Form No. INC-29, for One Person Company, private company, public company and Producer Company, with the Registrar within whose jurisdiction the registered office of the company is proposed to be situated, along with the fee of rupees two thousand in addition to the registration fee as specified in Companies (Registration of Offices and Fees) Rules, 2014.
   3. For the purposes of filing Integrated Incorporation form, the particulars of maximum of three directors shall be allowed to be filled in INC-29 and allotment of Director Identification Number of maximum of three proposed directors shall be permitted in Form INC-29 in case of proposed directors not having approved Director Identification Number.
   4. The promoter or applicant of the proposed company shall propose only one name in e-form No. INC-29.
   5. The promoter or applicant of the proposed company may prepare Memorandum of Association as per templates in Form INC-30 and may opt for templates of Articles of Association in Form INC-31 in accordance with the provisions of rule 13 for preparation of Memorandum of Association and Article of Association.
   6. The promoter or the applicant shall sign and witness, the Memorandum of Association and Articles of Association in the forms downloaded from the portal of the Ministry of Corporate Affairs and scanned legibly and attach to e-form INC-29 in accordance with the provisions of rule 13 for preparation of Memorandum of Association and Articles of Association.
   7. The facility to file Integrated application for incorporation in Form INC-29 is available as an option to the process for separate applications for allotment of Director Identification Number, reservation of name and Incorporation of a company as provided in these rules.
   8. For an application filed using the Integrated process of incorporation as provided in this rule, the provisions of sub-clause (i) of sub-section (5) of section 4 of the Act and rule 9 of these rules shall not apply.
   9. A company using the provisions of this rule may furnish verification of its registered office under sub-section (2) of section 12 of the Act by filing e-Form INC- 29 in which case the company shall attach along with such e-Form INC-29, any of the documents referred to in sub-rule (2) of rule 25.
   10. The requirement of filing e-form INC-28 may be dispensed with if, the proposed company maintains its registered office at the given correspondence address.
   11. The Registrar within whose jurisdiction the registered office of the company is proposed to be situated shall process INC-29 including application for allotment of Director Identification Number.
   12. (a) Where the Registrar, on examining e-form INC-29, finds that it is necessary to call for further information or finds such application or document to be defective or incomplete in any respect, he shall give intimation to the applicant to remove the defects and re-submit the e-form within fifteen days from the date of such intimation given by the Registrar.

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

       (c) In case, the Registrar is of the opinion that the document is defective or incomplete in any respect after giving such two opportunities, the e-form INC-29 of the proposed company shall be rejected.

   13. The Certificate of Incorporation shall be issued by the Registrar in Form No. INC-11.
8. Forms
   1. in Annexure, in Form No. INC-11, for the words, figures and brackets "and rule 8 of the Companies (Incorporation) Rules, 2014", the words, figures and brackets "and rule 18 of the Companies (incorporation) Rules, 2014", shall be substituted.
   2. in Annexure,-
      1. Form No. INC-7, INC-10, INC-11 and INC-22, has been substituted
      2. After Form No. INC-28, INC-29 (Integrated Incorporation Form) , INC-30 (Memorandum of Association) & INC-31 (Articles of Association) has been inserted

 

Please click here to download the notification