Companies (Incorporation) Amendment Rules, 2015 - F. No. 01/13/2013 CL-V (Part-I) - G.S.R 349(E) - Companies Law

GOVERNMENT OF INDIA MINISTRY OF CORPORATE AFFAIRS NOTIFICATION New Delhi 1 st May, 2015 G.S.R 349(E) - In exercise of the powers conferred by section 3, section 4 , sub-sections (5) and (6) of section 5 , section 6, sub-section (1) and (2) of section 7 , sub-sections (1) and (2) of section 8 , clauses (a) and (b) of sub-section (1) of section 11 , sub- sections (2), (3), (4) and (5) of section 12 , sub-sections (3), (4) and the proviso to sub-section (5) of section 13 , sub-section (2) of section 14 , sub-section (1) of section 17, sub-sections (1) and (2) of section 20 read with sub-sections (1) and (2) of section 469 of the Companies Act, 2013 (18 of 2013) , the Central Government hereby makes the following amendments to the Companies (Incorporation) Rules, 2014 , namely: - 1. (1) These rules may be called the Companies (Incorporation) Amendment Rules, 2015. (2) They shall come into force on the date of their publication in the Official Gazette. 2. In the Companies (Incorporation) Rules, 2014 ,- (a) rule 5 shall be omitted; (b) in rule 6, in sub-rule (1) , for the words exceeds fifty lakh rupees or its average annual turnover during the relevant period , the words exceeds fifty Iakh rupees and its average annual turnover during the relevant period shall be substituted; (c) in rule 7, in sub-rule (1) , for the words having paid up share capital of fifty lakhs rupees or less or average annual turnover, during the relevant period , the words having paid up share capital of fifty lakhs rupees or less and average annual turnover during the relevant period shall be substituted; (d) after rule 7 , the following rules shall be inserted: namely:- 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 ; (e) 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; (f) 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 . (g) after rule 35 , the following rule shall be inserted, namely: - 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-22 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 . (h) 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. (i) in Annexure, (a) for Form No. INC-7 , INC-10 , INC-11 and INC-22 , the following form shall, respectively be substituted, namely:- [F. No. 01/13/2013 CL-V (Part-I)] (Amardeep Singh Bhatia) Joint Secretary to the Govt. of India