Notice inviting comments on the draft Companies (Authorised to Registered) Amendment Rules 2016

[To be published in the Gazette of India, Extraordinary, Part II, Section 3, Sub-Section (i)]

       Government of India

                             Ministry of Corporate Affairs

                                                            NOTIFICATION

New Delhi,      February, 2016

G.S.R.      .—In exercise of the powers conferred by sub-sections (1) and (2) of Section 469 of the Companies Act, 2013 (18 of 2013), the Central Government hereby makes the following rules further to amend the Companies (Authorised to Registered) Rules, 2014, namely:—

1. (1) These rules may be called the Companies (Authorised to Registered) Amendment Rules, 2016.

(2) They shall come into force from the date of their publication in the Official Gazette.

2. In the Companies (Authorised to Registered) Rules, 2014,

(a)              in rule 2, the following shall be inserted after sub-clause (f) of sub-rule (1)

(g)   “firm” means a  firm as defined in section 4 of the Indian Partnership Act, 1932 ( 9 of 1932);

(b)             In sub-rule (2) of rule 3

(i)   in sub-clause (i), clause (a), for the words “were partners of the Limited Liability Partnership”, the words “were partners of the Limited Liability Partnership or firm as the case may be” shall be substituted;

(ii) in sub-clause (iv), clause (a), for the words “addresses of the partners of the Limited Liability Partnership”, the words “addresses of the partners of the Limited Liability Partnership or firm as the case may be” shall be substituted;

(iii) for sub-clause (v) of clause (a), the following sub-clause shall be substituted;

“(v) in case of firm, deeds of partnership, bye laws or other instrument constituting or regulating the company and duly verified in the manner provided in sub-rule (4).  In case the deed of partnership was revised at any time in the past, copies of the principal  and all subsequent deeds including the latest deed, along with the certificate of the registration issued by Registrar of firms”, in case the firm is registered.

(iv) after sub-clause (viii) of clause (a) the following sub-clauses shall be inserted;

“(ix) an undertaking that the proposed directors would comply with the requirements of Indian Stamp Act, 1899”.

“(x) a statement of assets and liabilities of the Limited Liability Partnership or the firm as the case may be, duly certified by a chartered accountant in practice made as on a date not earlier than fifteen days of the filing of form URC-1”.

“(xi) a copy of latest Income Tax Return of the Limited Liability Partnership or firm as the case may be”.

(v)  in sub-clause (iv), clause (b), for the words “addresses of the partners of the Limited Liability Partnership”, the words “addresses of the partners of the Limited Liability Partnership or firm as the case may be” shall be substituted;

(vi) for sub-clause (v) of clause (b), the following sub-clause shall be substituted;

“(v) a copy of instrument constituting or regulating the company and duly verified in the manner provided in rule (4).  In case the deed of partnership was revised at any time in the past, copies of principal and all the subsequent deeds including the latest deed, along with the certificate of the registration issued by Registrar of firms if any”;

(vii) after sub-clause (viii) of clause (b) the following sub-clauses shall be inserted;

“(ix) an undertaking that the proposed directors would comply with the requirements of Indian Stamp Act, 1899”.

“(x) a statement of assets and liabilities of the Limited Liability Partnership or the firm as the case may be, duly certified by a chartered accountant in practice which is made as on a date not earlier than fifteen days of the filing of form URC-1”.

“(xi) a copy of latest Income Tax Return of the Limited Liability Partnership or firm as the case may be”.

(viii) in sub-rule (3) for the words “An affidavit, duly notarised” the words “An undertaking” and for the words “for its dissolution as Limited Liability Partnership” the words “for its dissolution as a firm” shall be substituted;

(ix) in sub-rule (4) for the words “designated partners of the Limited Liability Partnership” the words “designated partners of the Limited Liability Partnership or authorised partners of the firm as the case may be” shall be substituted’

(j)    In rule 4,

(i) in sub-rule (1) for the words “in a newspaper and in English and in the principal vernacular language of the district in which Limited Liability Partnership is in existence and circulated in that district” the words “in a newspaper in English and in the principal vernacular language, circulating in the district in which Limited Liability Partnership or the firm as the case may be is situate”.

    (d)        In rule 5,

                  for clause (i) the following shall be substituted;

   “(i) where a firm has obtained a certificate of registration under section 367, an intimation to this effect shall be given, within fifteen days of such registration to the concerned Registrar of firms under which it was originally registered, along with papers for its dissolution as a firm”.

(ii) in clause (iii) for the words “concerned Registrar (LLP)” the words “Registrar of firms” and for the words “Registrar of Companies (LLP), the words “Registrar of Firms” shall be substituted;

(iii) in clause (v) for the words “a statement of proceedings, if any, by or against the Limited Liability Partnership”, the words “a statement of proceedings, if any, by or against the Limited Liability Partnership or the firm as the case may be” shall be substituted;

  (e)        for Form No.URC-1, the following URC-1 shall be substituted.

        [F. No. 1/ 35 /2013 CL-V]

AMARDEEP SINGH BHATIA, Jt. Secy.

Note: — The principal rules were published in the Gazette of India, Extraordinary, Part-II, Section 3, sub-section (i), vide number G.S.R. 257(E), dated the 31st March, 2014.

Form language

English            Hindi

Refer the instruction kit for filing the form.

 

1. (a) *SRN of Form INC-1                                                                            

 

(b)  Registration number (if any)

2. (a) *Type of entity

(b) * Name of the entity

(c) * Number of members in the entity                                                                as on the date of application

(d) Name of the proposed company

3. (a)  Category of the proposed company

(b) *Whether liability of the members of the company is limited by any Act of Parliament

other than Companies Act

Yes           No

4. (a) *Date of instrument constituting the entity                                               (DD/MM/YYYY)

(b)* Description of the instrument

5. (a) Number of shares taken up to date Equity

Preference

(b) Amount paid on each share Equity

Preference

6. (a) Date of passing resolution for declaring the amount of guarantee

(b) Particulars of guarantee taken up by each member

7. *Date of general meeting passing the resolution assenting to registration

(DD/MM/YYYY)

with limited liability

8. *Particulars of passing special resolution and the place of general meeting

9. *Total amount of the property (whether movable or immovable including actionable claims)

10. *Whether any suit or legal proceedings taken by, or pending against the entity, or any

public officer or member thereof

Yes              No

If Yes, give brief details

11. (i) *Whether entity has any secured debt outstanding as on the date of application        Yes            No

      (ii) *Mention the total outstanding amount 

Attachments

1.   *Particulars of members/partners along with the details of

List of attachments

shares held by them;

2.   *Declaration of two or more directors verifying the particulars

of all members/partners;

3.   *Affidavit from all the members/partners for

dissolution of the entity;

4.   *Copy of the instrument constituting or regulating the entity;

5.   *Copy of certificate of registration of the entity if any;

6.   *Copy of Newspaper advertisement;

7.   *Certificate from a CA/CS/CWA certifying the compliance with

all the provisions of Stamp Act, to the extent applicable;

8.    Consent of majority of members;

9.    Consent of at least three-fourth of members agreeing for registration under this part;

10.   No objection certificate from the concerned Registrar of Firms or Registrar of Companies(LLP);

11.   No objection certificate/Consent given by secured creditors;

12.   Statement of accounts of the company, prepared not later than15 days preceding the date of application duly certified by auditor; if applicable

13.  Copy of the resolution declaring the amount of guarantee;

14.  *Undertaking for compliance with requirements of  Indian

    Stamp Act, 1899 

   15. *a copy of latest Income Tax Return of the firm                                   Attach

16.    Optional attachment(s)  (if any)

Declaration

I  *                                                                                                                                                                                        , a person

named in the articles as a                                                                                            declares that all the requirements of The Companies Act, 2013 and the rules made thereunder in respect of the subject matter of this form and matters incidental thereto have been complied with. I am authorized by other promoters subscribing to the Memorandum of Association

and Articles of Association and the first directors to give this declaration and to sign and submit this Form.It is further

declared and verified that

1.    Whatever is stated in this form and in the attachments thereto is true, correct and complete and no information material to the subject matter of this form has been suppressed or concealed and is as per the original records maintained by the promoters subscribing to the Memorandum of Association and Articles of Association.

2.   All the required attachments have been completely and legibly attached to this form.

* To be digitally signed by

 

* Designation                                                                                                   

* DIN of the director; DIN or PAN of the manager; or Membership number of company secretary

Certificate by practicing professional

I declare  that I have been duly engaged for the purpose of certification of this form. It is  hereby certified that I have gone through the provisions of the Companies Act, 2013 and Rules thereunder relevant to this form and I have verified the above particulars (including attachment(s)) from the original records maintained by the Company/applicant which is subject matter

of this form and found them to be true, correct and complete and no information material to this form has been suppressed.

I further certify that:

i.  The said records have been properly prepared, signed by the required officers of the Company and maintained as per the relevant provisions of the Companies Act, 2013 and were found to be in order;

ii.  All the required attachments have been completely and legibly attached to this form.

 

* To be digitally signed by

*        Chartered accountant (in whole-time practice) or          Cost accountant (in whole-time practice) or Company secretary (in whole-time practice)

* Whether associate or fellow

Associate            Fellow

* Membership number

* Certificate of practice number

Note: Attention is drawn to provisions of Section 448 and 449 of the Companies Act, 2013 which provide for punishment for false statement / certificate and punishment for false evidence respectively.

                                                                 

Affix filing details

For office use only:

 

eForm Service request number (SRN)

eForm filing date

(DD/MM/YYYY)

Digital signature of the authorising officer

This e-Form is hereby registered

Date of signing                                                                                     (DD/MM/YYYY)

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