CS Divyanshu Sahni

CS Divyanshu Sahni

Effect of the MCA Notification dated 01.10.2016 pertaining to Companies (Incorporation) Fourth Amendment Rules, 2016

1. Effecting conversion of Public limited Company in to Private Limited Company or vice versa.

Under rule 33(2) a copy of order of the (competent authority) Tribunal approving the alteration, shall be filled with the Registrar in Form INC 27 with in 15 days from the date of receipt of the order from the  (Central government) Tribunal.

Analysis: Replacing the word “competent authority to Tribunal” and “central government to Tribunal”

2. Rule 38 newly inserted w.e.f 2nd Oct, 2016.

Introduced new forms. Simplified Proforma for Incorporating Co. Electronically (SPICE) in form no. INC 32, e-MOA in form no. INC 33 and e-AOA in form no. INC 34.

Form no. INC 29(Integrated form), INC 30 (MOA) and INC 31 (AOA) shall be substituted with NEW form no. INC 32 (SPIEC), INC 33(e-MOA) and INC 34 (e-AOA) respectively.

3. Rule 39 newly inserted w.e.f 2nd Oct, 2016

Enables Conversion of co. limited by guarantee in to co. limited by Shares other than sec 25 of Companies Act 1956 or sec 8 of Companies Act 2013 by following the rules:

Terms and Conditions for conversion of company Limited by guarantee in to company limited by shares

1. The company seeking conversion shall have a share capital equivalent  to the guarantee amount.

2. A special resolution is passed by its members authorising such a conversion and omitted a guarantee clause in the Memorandum of association and altering the article of association to provide for the articles as are applicable for a company limited by shares

3. A copy of the special resolution shall be filed with the Registrar of Companies in Form no. MGT-14  within thirty days from the date of passing of the same along with fee as prescribed in the Companies (Registration Offices and Fees) Rules, 2014.

4. An application in Form No. INC-27 shall be filed with the Registrar of Companies within thirty days from date of the passing of the special resolution enclosing the altered Memorandum of Association and altered Articles of Association and a list of members with the number of shares held aggregating to a minimum paid up capital which is equivalent to the amount of guarantee hither to provided by its members.

5. The Registrar of Companies shall take a decision on the application filed under these rules within thirty days from the date of receipt of application complete in all respects and upon approval of Form No. 1NC-27, the company shall be issued with a certificate of incorporation in Form No. INC-11B.

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March 2021