INC - 29 (3 in 1 concept) (DIN , PAN & Incorporation)

INC-29 is one Single form , would take care of three separate processes with this single form namely application for DIN, application for name approval and application for incorporation of companies.

Resulting in doing away of filing of the following e-forms:

• Form DIR-3 (Application for allotment of DIN in case proposed Directors have no DIN)
• Form INC-1/INC-2 (Application for Reservation of name)
• Form INC-7 (Application for incorporation of a company other than OPC)
• Form DIR-12 (Details of Directors)
• Form INC-22 (Details of registered office) (Optional at the time of incorporation)

This is an endevaour towards saving of time and money. Fee for the form is Rs. 2000/- plus registration fee.

Only one name can be applied for approval in this e-form. Therefore, one is advised to duly check the proposed name and follow name availability guidelines, existing trade marks to avoid rejection.

Application for DIN is permissible upto 3 directors through this INC-29. Personal details in relation to the director or subscriber is not required in case director/subscriber already has DIN. Scanned copy of Memorandum and Articles of Association need to be attached with the form. 

Incorporation of the company through this integrated form for incorporation INC-29 is optional. Standalone e-Forms DIR-3, INC-1/ INC-2, INC-7, DIR-12, INC-22 will continue to be available at MCA website. In case any stakeholder wants to avail any of these services separately/independently, he may use the existing e-forms and follow the existing process.

Facility for using ‘integrated form’ is not available for incorporating Section 8 companies.

MCA cautioned the companies to get ready with all the attachments and approvals first before filing the integrated form as only two re-submissions are allowed. For smooth filing, he advised the companies to take the help of company secretaries to file this form.

CHECK FOR INCORPORATION OF NEW COMPANY

INCOPRORATION OF A PRIVATE LIMITED AND PUBLIC LIMITED
COMPANY HAVING SHARE CAPITAL
Following is the List of Documents for the Incorporation of a Private Limited Company
having Share Capital:-
Step1:- Obtaining Director’s Identification Number
a) If an Applicant who wishes to become a director in the company under
incorporation or existing company also then he/she must obtain a DIN Number
if he does not have the DIN.
Note:
Following is the checklist for obtaining DIN Number:-
a) Signed Copy of PAN
b) Signed Copy of Address Proof
c) One Colour Photograph
d) Area of Occupation (i.e. whether the applicant is Self
Employed/Professional/Homemaker/Student/Servicemen)
e) Educational Qualification Certificate
f) Valid Email Address
g) Mobile Number
h) Form DIR 4 (Pursuant to section 153 and rule 9(3)(a)(iv) of Companies
(Appointment and Qualification of Directors) Rules, 2014) on Rs. 10 stamp
paper duly notarized.
a) For Obtaining DIN the applicant must have the Digital Signature
b) For obtaining Digital Signature following documents are required:-
i) Signed Original Application
ii) One Colour Photograph of the Applicant
iii) Photograph should be crossed signed on the application
iv) Signed Copy of PAN
v) Signed Copy of Address Proof
vi) Valid Email Address
vii) Mobile Number
c) It should also be noted that now single name has been disallowed for
obtaining DIN. If the applicant does not have Last Name as Surname
then the Fathers First Name shall be the Last name as the surname of
the Applicant and if the father’s name also does not have the last name
as surname then the Applicant’s Grand Fathers First name shall be
the Last Name as surname of the applicant and accordingly affidavit
and Proof of relation shall be required.

Step 2:- Name Availability
a) Applicant can propose six names in the order of their preference.
b) The proposed name shall not be identical or similar to the name already exists.
c) The proposed name shall not be registered in the Trade Marks.
d) If the proposed name contains name of any other person other than promoters or
their close blood relatives then No objection Certificate would be required.
e) If the proposed name includes the name of relatives then proof of relation would
be required.
f) Minimum 2 Directors in case of Private Company and 3 Directors in case of
Public limited Company
g) State of the Proposed Registered office of the Company
h) Proposed Authorized Capital of the Company(Minimum Rs. 1 Lac in case of
Private Limited Company and Rs. 5 Lacs in case of Public Limited Company)
i) The applicant will get one more chance for the Re-submission of E-Form if the
ROC rejects the proposed names and mark the E-form for re-submission. (Earlier
the E-form can be resubmitted two times instead of one time.)

JEKIL PANCHOLI
COMPANY SECRETARY
+91 9979590908
Step 3:- Filing of Various Documents after the getting Name Approval and Following
is the checklist of Documents:-
a) Memorandum and Article of Association
b) Subscriber Sheet signed by the subscribers to the shares. (Minimum 2 Subscribers
in case of Private Company and Minimum 7 Subscribers in case of public limited
Company)
c) Declaration by the Professional in Form No. INC-8 (Pursuant to section 7(1)(b)
and rule 14 of Companies (Incorporation) Rules, 2014) on Rs. 20 stamp paper
duly notarized.
d) Affidavit by the Directors in Form INC-9 (Pursuant to section 7(1)(c) and rule 15
of Companies (Incorporation) Rules, 2014) on Rs. 20 stamp paper duly
notarized.
e) Verification of Signatures of Subscribers in Form INC 10 (Pursuant to section
16(1)(q) of Companies (Incorporation) Rules, 2014) on Rs. 20 Stamp paper duly
notarized.
f) Consent to act as director of a company in Form DIR2 (Pursuant to section
152(5) and rule 8 of Companies (Appointment and Qualification of Directors)
Rules, 2014)
g) Details of all the Companies whether Indian and/or foreign in which he/she is
already director and also whether he is Proprietor/Partner in any
Firm/Partnership Firm or member of BOI/AOP.
h) Proof of Registered office of the Proposed address of the Company(Latest
Electricity Bill/MTNL Landline Bill/Water Bill/Registry Copy signed by the
owner) which should be accompanied by NOC on Rs. 20 stamp paper duly
notarized signed by the owner of the premises)
i) One Photograph of the Premises. The Professional should visit the premises
personally and take a photograph of the Premises for his record and safety.
j) Number of the shares subscribed by each subscriber.
k) After the Successful Incorporation of the Company, the Company has to File Eform
INC 21 for obtaining Certificate of Commencement of Business from
ROC.(Earlier it was only for Public Limited Company but now it is mandatory
for both type of companies i.e. Private Limited and as well as Public Limited

5 Compliances for Private Limited Companies That Can Attract Huge Fine If Ignored.

Get the basics right – Alteration of Objects Clause

The company formation document “Memorandum of Association” has an “Object Clause” which defines the business company undertakes. Before April 2014, a simple resolution with consent of Board of Director would have sufficed to undertake any other business activity beyond the coverage of main object clause.

How to comply: Now, with effect from 1^st April 2014 all such Companies who were/are carrying of activities other than principal business activities as mentioned in the other objects are required to alter the main objects and include such activities therein.

Consequences: If the provisions are not complied, such business activity shall be treated as ultra-virus. Consequently, owing to multiple business activities, the Companies may also be required to change its name.

I am sure you will go back and check the “Object Clause” in “Memorandum of Association” document and see whether the business description is correct !

2. Displaying Company Identity – CIN on letter heads, invoices etc.

How to comply: Section 12(3) (c) of new Act provides that every company shall get its Name, Address of its Registered Office and the Corporate Identity Number (CIN) along with telephone number, fax number, e-mail and website addresses if any printed in all its business letters, billheads, letter papers and in all its notices and other official publications.

Consequences: In case of any failure to quote the CIN number, penalty of Rs 1,000 per day shall be imposed on the defaulting company and on every officer in default for every day during which the default continues. However, maximum penalty imposable shall not exceed Rs 100,000.

3. Acceptance of Unsecured Loan by Pvt Ltd Companies

Majority of Private Limited Companies accept unsecured loans from Director’s relatives or from its members as allowed under the provisions of Companies Act, 1956. As per Companies (Acceptance of Deposit) Rules, 2014 applicable from 1st April 2014, all such Companies now have to refund such unsecured loan/deposit immediately. As per the provisions, the Companies can accept unsecured loan or deposit from Director of the company provided further that such amount is not a borrowed amount and can accept inter corporate loan(s) from another body corporate and not from any other person.

How to comply: As per companies Act 2013, if the private company has accepted any loan from any person except director, then they need to file a statement in prescribed form with the Registrar of Companies (RoC).

Consequences: The Companies which fails to refund such unsecured loans already accepted from Directors’ relatives or members immediately shall be treated as deposit and as a consequence, defaulting Companies and its officer in default may face penalty/prosecution proceedings under the provisions of Section 73 to 76 of the Companies Act, 2013.

4. Deposits Taken from Public

As per the new act, the company must comply with certain provisions while dealing with deposits taken from public.

How to comply: The Companies which have accepted deposit from public were required to report outstanding deposits, interest thereon by filing a return with the office of Registrar of Companies up to 30th June 2014. These Companies have to refund the outstanding deposit with interest within a period of one year i.e. on or before 31.3.2015.

Consequences: In case of default, penalty can be Rs.1 Crore up to Rs.10 Crore

5. Borrowing Money by Private Companies

How to comply: Now, the private Limited Companies which have borrowed money in excess of its paid up capital and free reserves are required to pass special resolution and members have to decide up to which limit the Company can borrow. As per provisions of Section 180 of the Companies Act, 2013 every such company has to comply this provision immediately.

Consequences: Upto Rs. 10,000/- fine and where the contravention is continuing one then a further fine which may extend to Rs. 1,000/- per day after the first day.

CLSS, 2014 deferred till 31st December, 2014

Dear,

 kindly noted that

 CLSS, 2014 scheme is  deferred till 31st December, 2014

Due Date of filing of Form CRA-2 for Appointment of Cost Auditor deferred till 31st January, 2015

The Ministry of Corporate Affairs has issued a General Circular No. 42/2014 dated 12th November, 2014 to clarify the issues with respect to the matters relating to the Companies (Cost Record and Audit) Rules, 2014.

In terms of the Rule 5(1) and 6(2) of the Companies (Cost Record and Audit) Rules, 2014 regarding maintenance of cost records and filing of notice of appointment of cost auditor. Various representations have been received by the Ministry from the stakeholders that the filing was not being done due to the non availability of the e-form i.e. Form CRA-2 for the appointment of the Cost Auditor.

The matter has been duly examined and the same has been extended till 31st January, 2015. All those companies who have filed Form 23AC for the Financial Year 2014-15 for such appointment shall not be required to again file the form for the same subject matter.

Clarification on matters relating to Companies (Cost Record and Audit) Rules, 2014

LOAN TO DIRECTOR

Loan to director
It is applicable to both public and private limited company. No Company shall directly or indirectly advance any loan, including any loan represented
by a book debt, to any of its Directors or to any other person in whom the Director is interested, or give any guarantee or provide any security in
connection with loan taken by Director or such other person
It means:-
a. No Company advances any loan to director of the lending company, or of a company which is its holding company or any partner or relative of any
such director.
b. No Company advance any loan to any firm in which any such director or relative is a partner.
c. No Company advance any loan to any private company of which any such director is a director or member.
d. No Company advances any loan to Any body corporate at a general meeting of which not less than twenty five per cent. Of the total voting power
may be exercised or controlled by any such director, or by two or more such directors, together.
e. No Company advance any loan to anybody corporate, the Board of directors, managing director or manager, whereof is accustomed to act in
accordance with the directions or instructions of the Board, or of any director or directors, of the lending company.{ A body corporate does not
include a co-operative society. But it includes a foreign company}
Exceptions
Loans given to managing director in accordance with the terms of his appointment, loans to employees in accordance with the conditions of service
applicable to all employees of the company or where a scheme is framed and which scheme is approved by the members by way of special resolution.
Loan given in ordinary course of business. It means if company is engaged in lending activity on regular basis and doesn’t lend only to directors & its
relative but also to others
It will not attract sec-185.
PENALITY ON NON COMPLIANCE
On Lending Company: minimum fine of Rs.5 lacs but which may extend to Rs.25 lacs;
On Recipient Director: imprisonment upto six months or minimum fine of Rs.5 lacs but which may extend to Rs.25 lacs, or with both.
IN CASE OF: LOAN GIVEN BY HOLDING COMPANY TO SUBSIDAIRY COMPANY
Sec-185 will be attracted if conditions given above are not satisfied. BUT there are certain exception to loan given by holding and subsidiary
company under rule 10 of the companies rules,2013:
a. Any loan made by a holding co to its wholly owned subsidiary co or any guarantee given or security provided by a holding co in respect of any loan
made to its wholly owned subsidiary co is exempted from the requirements under this section; and
b. Any guarantee given or security provided by a holding company in respect of loan made by any bank or financial institution to its subsidiary
company is exempted from the requirements under this section
Provided that such loans made under sub-rule 1 and 2 are utilised by the subsidiary company for its principle business activities

IN SHORT,
1. First Examine whether the basic provision of 185 is attracted by examining shareholding pattern of holding and subsidiary company.
2. Then if provisions of sec 185 is attracted, than one should examine whether such loan is exempted under Rule 10 of the Companies (Meetings of
Board and its Powers) Rules, 2014.

KEY HIGHLIGHTS OF COMPANIES BILL 2012

1. Incorporation of a One Person Company has been permitted.

2. Numbers of permissible members in private company has been raised to 200 as against existing limit of 50 members.

3. Listed companies shall have at least 1/3rd of the total number of directors as Independent Directors and the Central Government may prescribe the minimum number of Independent Directors for any class of public companies.

4. Nominee director cannot be regarded as Independent Director.

5. Maximum term of ID has been restricted to five years at once subject to a maximum of two such terms.

6. Appointment of at least one woman director on the board of prescribed classes of companies has been made mandatory.

7. Appointment of at least one director resident in India, i.e. a director who has stayed in India for at least 182 days in the previous calendar year, is made mandatory for all companies.

8. Maximum number of directors has been increased from twelve (12) to fifteen (15) directors .Further no Central Government approval is required to increase the maximum no. of directors beyond fifteen(15). Shareholders of companies may do so by passing a special resolution.

9. A person can hold directorship of up to 20 companies, of which not more than 10 can be public companies.

10. No listed companies shall appointian individual as auditor for more than one term of five consecutive years, and Featured Article Writer of the Month

11. Shareholders are at liberty to decide by passing resolution that audit partner and the audit team, be rotated every year

12. CSR has been made mandatory for a company having net worth of Rs. 500 crore or more, or turnover of Rs.1,000 crore or more or net profit of Rs. 5 crore or more during any financial year.

13. Such company is required to constitute a Corporate Social Responsibility Committee of the Board(CSRC) which shall consist of three or more directors , out of which at least one

director shall be an independent director.

14. Such company shall spend, in every financial year, at least 2 % of the average net profits of the company made during three immediately preceding financial years, in pursuance of its Corporate Social Responsibility Policy (CSRP).

15. The provision for establishment of Serious Fraud Investigation Office (SFIO) by the Central Government is another significant feature of the bill.

16. SFIO is empowered to arrest in respect of certain offence involving fraud.

17. Changes have also been made to the grounds for winding up a company.

18. Some other features of the bill includei Financial year will be uniform for all companies i.e. April-March.

ii. Restriction on buyback of shares within one year from the last buy back.

iii. Voting through electronic means.

iv. Capping director’s remuneration at 5% of the net profits of the company.

v. The concept of Dormant Company has been introduced.

vi. Special courts for speedy trials.