YEAR’S SECOND AMENDMENT IN INCORPORATION RULES

The Ministry of Corporate Affairs placed here on its website a draft of the Companies (Incorporation) Second Amendment Rules, 2015. These amendment Rules will come into force from the date of its publication in Official Gazette.

These amendment rules proposed to amend:

1. Insert a proviso in Rule 12 of principal Rules,
2. Omit Rule 24 of the Principal Rules,
3. Substitute Form INC – 13 and INC – 16 with new Forms, and
4. Omit form INC – 21.

Application for incorporation of companies:

The Amendment Rules introduce a proviso to Rule 12. After this amendment, Rule 12 of the Companies (Incorporation) Rules 2014 shall read:

“An application shall be filed, with the Registrar within whose jurisdiction the registered office of the company is proposed to be situated, in Form No.INC.2 (for One Person Company) and Form no. INC.7 (other than One Person Company) along with the fee as provided in the Companies (Registration offices and fees) Rules, 2014 for registration of a company:

Provided that in case pursuing of any of the objects of a company requires registration or approval from sectoral regulators such as Reserve Bank of India, Securities and Exchange Board, registration or approval, as the case may be. From such regulator shall be obtained by the Company before pursuing such objects and a declaration in this behalf shall be submitted at the stage of incorporation of the company.”

Colon in main body of Rule 12 was already there. This amendment just clarify the position which already there in incorporation forms.

Commencement of business:

With relevant provisions of the Companies (Amendment) Act 2015 omitting Section 11 of the Companies Act, 2013 came into force with effect from 29^th May 2015, Rule 24 dealing with Commencement of business of the Companies (Incorporation) Rules, 2015 no longer relevant. This amendment also makes Form INC – 21 irrelevant and hence omitted.

Substitution of Form INC – 13 and INC – 16:

According to Rule 19(2), the memorandum of association of the proposed Company with Charitable Object to be registered under Section 8 of the Companies Act 2013 shall be in Form INC – 13.

The Form INC – 13 is being substituted now. I find some minor changes in new form. In Clause 9, there was two paragraphs and not they are numbers as sub – clauses. For Clause 10 and 11, a note has been inserted to the effect that Section 8 company which is a Electoral Trust as per the Electrol Trust Scheme, 2013 read with section 2(22AAA) of the Income Tax Act, 1961 may amalgamate with another section 8 company having the object of an Electrol Trust or my wind up or dissolve only after disbursing all its funds as per the Scheme.

According to Rule 20(6) of the Companies (Incorporation) Rule 2014, the licence for the proposed Company with Charitable Object to be registered under Section 8 of the Companies Act 2013 shall be in Form INC – 16 or Form INC – 17, as the case may be, and the Registrar shall have power to include in the licence such other conditions as may be deemed necessary by him.

The form INC – 16 is being substituted now. In this form also there is no major change. This is a correction in numbering as in earlier form INC – 16 there was no clause number (4) after clause (3) but directly clause (5). A note similar to what mentioned above for Form INC – 13, also inserted.

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