Regulatory Provisions-Section 21 Company can change its name by Special Resolution & prior approval of the Central Government ( ROC ). If the change consists only of addition /deletion of word “Private” ,then ROC approval would not be required.
Form 21 - attachments CLB Order, Certified copy of Altered Memorandum of Association.
Form 18 – attachments CLB Order, Board Resolution noting CLB order and effecting change of registered office or if enabling resolution passed earlier, such board resolution, Certified copy of Altered Memorandum of Association, Copy of paid SRN of Form 21 evidencing that Form 21 has already been filed.
As per Section 260 of the Companies Act, 1956, the Board of Directors of the Company can appoint Additional Director and such Director shall hold their office till the start of the next Annual General Meeting
As per Section 262 of the Act, a public company or a private company which is a subsidiary of a pubic company, if the office of any director appointed by the company in General Meeting is, vacated before his, term of office will expire in the normal course, the regulating casual vacancy may, in default of and ,subject to any regulation, in the article, of the company, be filled by the Board of directors at a meeting of the Board.
As per section 313 (1) of the Act, the Board of directors of a company may, if so authorised by its articles or by a resolution passed by the company in general meeting, appoint an alternate director to act for a director (here in after in this section called the original director) during his absence for a period of not less than three months from the State in which meetings of the Board are ordinarily held.
As per section 313 (2) of the Act, an alternate director appointed under subsection (1) shall not hold office as such for a period longer than that permissible to the original director in whose place he has been appointed and shall vacate office If and when the original director returns to the State in which meetings of the Board are ordinarily held.
As per section 408 of the Act, the Central Government may appoint such number of persons as the Company Law Board may, by order in Writing, specify as being necessary to effectively safeguard the interests of the company, or its shareholders or the public interests to hold office as directors thereof for such period, not exceeding three years on anyone occasion.
A person appointed by the Central Government shall hold office as an additional director, shall not be required to hold any qualification shares nor his period of office shall be liable to determination by retirement of directors by rotation.
Appointment of Additional/ Casual / Alternate Director
Regularization of Additional Director in Annual General Meeting
Appointment of Director in Extraordinary General Meeting
Appointment of Director as MD/ WTD – file Form 32 as change in Designation
Appointment of Director as Additional Director and Managing Director separately and regularization of Managing Director in AGM – File form 32 Separately for appointment as AD and MD and no form 32 is required for regularization
A non-executive Director can vacate his office by giving resignation to the Board of Directors , its acceptance by the Board is not necessary
A executive Director can vacate his office subject to the terms and conditions of his appointment and in the absence of the same, he is required to submit his resignation to the Board of Director and acceptance of the same by the Board is must for their vacation
If he e fails to pay any call in respect of shares of the company held by hill whether alone or jointly with others, within six months from !II last date fixed for the payment of the call [unless the Central Government has, by notification in the Official Gazette, removed !II disqualification incurred by such failure;
he absents himself from three consecutive meetings of the Board a directors, or from all meetings of the Board for a continuous period of three months; whichever is longer, without obtaining leave d absence from the Board;
he (whether by himself or by any person for his benefit or on his account), or any firm in which] he is a partner or any private company of which he is a director, accepts a loan, or any guarantee or security for a loan, from the company in contravention of section 295;
Form 32 for cessation, can only be filed for Directors in respect of whom Form DIN 3 has been filed or he has been appointed after 1st July 2007 and the appointment of Form 32 has been filed.
Filing of Form 32- Death of Director and has no DIN
Please send an email to [email_address] furnishing following details under heading – 'Form 32 – death case, No DIN'
a) Name of the company (in which the individual was a director)
b) Name of the deceased Director
c) Date of birth
d) Date of appointment as Director
e) Date of filing of Form 32 for appointment
f) Date of death (along with certified copy of death certificate issued by competent authority)
g) e-mail address of the company
Upon receipt of email, MCA Helpdesk will check and consider the information submitted and if found satisfactory, MCA Helpdesk will intimate the status/ outcome of the ticket to the stakeholder. If MCA Helpdesk needs additional information from the stakeholder, he will send an email to the Company accordingly.
Filing of Form 32- Death of Director and has no DIN contd…..
Upon receipt of approval email from MCA, stakeholder will be required to file the form directly with the concerned ROC along with - signed form 32, necessary attachments, and a copy of approval e-mail and proof of payment of filing fee, with the respective ROC office. Filing Fee will be paid through ' Pay Miscellaneous Fee' option on MCA portal.
ROC will process / approve the form, scan the physical form 32 along with its attachments and upload the same in the electronic records of the company through 'On Demand Scanning' option.
ROC will update the relevant records/ data of the company accordingly.
An application in Form 1A for name availability is required to be made ROC
After the availability of name is confirmed by the ROC, an application to Regional Director in form 24A is required to be made along with following documents:
Three printed or typed copies of the draft memorandum and articles of association of the proposed Company;
A declaration by the advocate of the Supreme Court or of a High Court, an attorney or a pleader entitled to appear before a High Court, a secretary, or a chartered accountant, in whole-time practice in India that the memorandum and articles of association have been drawn up in conformity with the provisions of the Act and that all the requirements of the Act and the rules made thereunder have been duly complied with in respect of registration and matters incidental or supplementary thereto ;
Three copies of a list of the names, descriptions, addresses and occupations of the promoters (and where a firm is a promoter, of each partner in the firm), as well as of the members of the proposed Board of directors, together with the name of companies, associations and other institutions in which such promoters, partners and members of the proposed Board of directors are directors or hold responsible positions, if any with descriptions of the positions so held ;
A statement showing in detail the assets (with the estimated values thereof) and the liabilities of the association, as on the date of the application or within seven days of that date ;
An estimate of the future annual income and expenditure of the proposed Company, specifying the sources of the income and the objects of the expenditure ;
A statement giving a brief description of the work, if any, already done by the association and of the work proposed to be done by it after registration in pursuance of section 25 ;
A statement specifying briefly the grounds on which the application is made ; and
A declaration by each of the persons making the application in the prescribed form to the Companies Regulations, or in a form as near thereto as circumstances admit.
A fee of Rs. 100 by a demand draft drawn in favour of the ‘Pay and Accounts Officer’ should be sent along with the application or the fee should be paid in the respective account of the Central Government in anyone of the specified branches of Punjab National Bank.
Furnish copy of the application to ROC along with necessary documents.
Publish a notice in as set out in annex II of the Companies Regulations , in an English newspaper and in a vernacular newspaper circulating in the district where the registered office of the Company will be located
The ROC will scrutinize the draft memorandum and articles of association and other papers sent with the application in order to ensure that the documents conform to the various provisions of the Act and the rules. If any change should be made in the memorandum and articles of association, the ROC indicates them in his report to the regional director.
The regional director will decide, after considering the objections, if any, received within the time fixed therefore in the notice published in the newspapers, whether the licence should be granted under section 25.
While granting the licence, the regional director may direct the Company to insert in its memorandum or in its articles such conditions of the licence as may be specified by him.
The license should be produced to the ROC. The Registrar will thereupon incorporate the Company. No stamp duty is payable for the memorandum of association of the Company. Likewise, no stamp duty is payable on the articles of association of this Company. The registration fee payable for registering the Company is Rs. 50 irrespective of its capital, if any. After examining all these documents, the ROC will incorporate the Company and issue the certificate of incorporation.
Companies generally borrow money by charging their properties.
In order to protect the interest of creditors, particulars of the charge, together with a duly verified copy of instrument creating the charge are required to be filed with the Registrar of Companies for registration.
The registration of charge shall be created within 30 days of its creation subject to additional period of 30 days on payment of additional fees. The Central Government had vide circular no 13 of 2007 dated 27/09/2007 has extended the period of registration of charge to 300 days but the said circular was withdrawn vide notification no 8/2/2007 CL-V dated 01/07/2008
Whenever the terms or conditions, or the extent or operation, of any charge registered under this Part are or is modified, it shall be the duty of the company to send to the Registrar the particulars of such modification, and the provisions of this Part as to registration of a charge shall apply to such modification of the charge.
The company shall give intimation to the Registrar of the payment or satisfaction, in full, of any charge relating to the company and requiring registration under this Part, within "thirty days" from the date of such payment or satisfaction.
The Registrar shall on receipt of such intimation, cause a notice be sent to the holder of the charge calling upon him to show cause within a time(not exceeding fourteen days) specified in such notice, why payment or satisfaction should not be recorded as intimated to the Registrar.
If no cause is shown, the Registrar shall order that a memorandum of satisfaction shall be entered in the register of charges.