Category Archives: Checklists

Obtaining Director Identification Number

Introduction
The e-governance initiative of Ministry of Corporate Affairs(MCA) brought in the concept of Director Identification Number (DIN). Every Director or proposed Director is required to register himself with the MCA and obtain an unique identification number (Section 266A to 266 inserted by  Companies (Amendment) Act, 2006).
Step by step process to be followed by the applicant is as under:

Step I. Obtain provisional DIN
The applicant is required to fill-up and submit form DIN-1 online for obtaining provisional DIN. Form DIN-1 is available under ‘Apply for DIN’ tab on the left hand side panel under DIN’ link on the homepage of MCA portal.

Step II. Pay Din application fee
The applicant is required to login to the MCA portal and click on ‘Pay Miscellaneous fee’ link available under the ‘Services’ tab. Select ‘DIN application fee’ option and enter the provisional DIN. Applicant can make the payment of fee by using any of three modes of payment available on MCA portal. Form DIN-1 will be processed only after the DIN application fee is paid.

Step III. Dispatch DIN application to MCA DIN Cel
The applicant is required to take a print-out of Form DIN-1 (containing provisional DIN generated online). Fill the service Request Number (SRN) of the fee paid. Sign the DIN application form manually and paste a good resolution photograph in the space earmarked. Attach the photocopies of the ‘Proof of Identity’ (Attach additional proof, if ‘Father’s name and ‘Date of Birth’ is not indicated in the ‘Proof of Identity’) and the ‘Proof of Residence’ with DIN application form and tick the relevant checkbox against the document name. Get the photograph and the attached supporting documents attested from an approved authority as specified in form DIN-1. The certifying authority must mention its particulars such as Name, COP No. etc, and affix its seal/ stamp.

Complete set of documents is required to be sent to MCA DIN Cell at Noida, by post, courier or hand delivery, as per convenience, within 60 days from the date of generation of provisional DIN online.

Processing of DIN application

DIN application is received by MCA DIN Cell. DIN application form and attached supporting documents are scrutinized and if found in order, the provisional DIN is approved and activated in the system. If there is any defect in the DIN application, the provisional DIN is rejected. It takes about a week’s time to complete this process. DIN approval/ rejection letter is generated and sent by post to the applicant. The status of application can also be tracked from the ‘DIN Approval status’ tab in the DIN corner.

What is DIN2 or DIN3?
Applicable only for directors appointed upto 30 th June, 2007 and where the Form 32 had been filed before the date. DIN2-Intimation of DIN by the Directors to the Company; DIN3-Intimation of DIN by Company to ROC.

Post-approval changes in particulars of DIN-1
If there is any change in the particulars submitted in form DIN-1, File form DIN-4 for intimating the changes in the particulars within 30 days. For instance in the event of change of address of a director, he/ she is required to intimate this change by submitting Form DIN-4 along with the required attested documents with MCA DIN Cell.

Process for applicants who are (i) Indian citizens residing abroad; (ii) foreign nationals residing in India; and (iii) foreign nationals residing outside India
While general conditions would be applicable in these categories also, the certification of attached documents and the photograph may be done by a notary in the home country of the applicant or the Managing Director/ CEO of the Company on which he is a Director or the Company Secretary in full time employment of the Company. Further, in the case of a Foreign National, certified copy of the valid passport should be enclosed.

Before you fill-in application for DIN, please remember following common causes of REJECTIONS

  • Applicant’s name and father’s name mentioned in abbreviated form. – The Name should be expanded even if the ID proof contains the name in abbreviated form.
  • Mismatch in the Name and Father’s Name in DIN form with the ID (Identity) proof enclosed. – Any mismatch in Name, including spelling mistake, may lead to rejection of application. Minor spelling deviations in the father’s name may be accepted, if such deviations do not materially impact the name.
  • Prefixes like Mr. / Ms. / Kumari / Shri etc. used in the applicant’s name.
  • Residence proofs like: Bank Statements, Electricity Bill, Telephone Bill, Utility bills etc. submitted are older than 2 months of submitting the application for verification OR such documents are in the name of some other person, for example father or spouse.
  • The supporting documents are not duly attested i.e. Name, Designation, Membership/ Practicing certificate number etc. are not clearly indicated. – If the seal/ stamp does not contain membership/ practicing certificate number, same may be recorded by hand.
  • Passport / Driving License / Identity proofs etc attached are expired. – Only such documents which are currently valid should be attached.

Source: “www.mca.gov.in” The checklist is an extract from MCA website.

Change of name of a company

  1. Select few names which indicate the main object of the company. Hold a Board meeting and adopt the new names selected.
  2. Electronic filing of Form for checking the availability of new name with ROC
  3. Receive confirmation of availability of name from ROC
  4. Hold a Board Meeting for calling an AGM/EGM to pass the special resolution for change of name subject to approval of Central Government
  5. Hold the General Meeting and pass the Special Resolution
  6. Electronic filing of Form 23 along with special resolution and explanatory statement
  7. Applying for Central Government Approval in eForm with the following attachments: Minutes of the meeting where resolution is passed; Approval order from concerned authority such as RBI/IRDA/SEBI or so; If change in name is due to change in main activity, a certificate from CA for turnover details of new activity; Copy of Previous approval order for change of name if any
  8. On receiving the approval, apply for fresh Certificate of Incorporation
  9. Alteration of the MOA & AOA, books and records, letterheads, bills, vouchers along with signboard and others

In case of listed company

  • Send copies of notices of General Meeting issued to shareholders to the Stock Exchange
  • Six copies of ammendment made in Memorandum of Association as soon as the same is adopted in the General Meeting, one being a certified copy.
  • Proceedings of General Meetings
  • A time period of at least one year should have elapsed from the last name change
  • 50% of the total revenue in the preceeding year should have been accounted for the new activity suggested by the new name
  • new name along with old name should be disclosed through the EDIFAR website for a continuous period of 1 year

Application for exemption under Section 211/212

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

  1. Specific Board resolution in support of the proposal indicating specific paras of Part II of Schedule VI and the financial year in respect of which exemption is sought.
  2. Copies of approvals under Section 211 obtained, if any, during the last three financial years.

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/ stock registers so as to furnish true and fair view of its state of affairs in compliance of Sections 209/211 read with Schedule VI to the Act.
  • Details of total turnover and exports made by the company during the financial year in respect of which exemption is sought.

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

  1. Specific Board resolution in support of the proposal mentioning inter-alia the names of subsidiaries and their financial year in reference.
  2. Copies of approvals under Section 212 obtained, if any, during the last three financial years.

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 year mentioned 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.

Source: “www.mca.gov.in” The checklist is a direct extract from MCA website.

Making of New Company in India

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 company and 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 in to 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 not available, 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 by filing 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
  1. Declaration of compliance – Form-1
  2. Notice of situation of registered office of the company – Form-18.
  3. 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 obtain Certificate 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
  1. File a declaration in eForm 20 and attach the statement in lieu of the prospectus(schedule III) OR
  2. File a declaration in eForm 19 and attach the prospectus (Schedule II) to it.
  3. Obtain the Certificate of Commencement of Business.

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

To incorporate your company contact us.

Source: “www.mca.gov.in” The checklist is a direct extract from MCA website.