Feedback   New User   Login      
Tax Management India. Com TMI - Tax Management India. Com
Acts / Rules Notifications Circulars Tariff/ ITC HSN Forms Case Laws Manuals Short Notes Articles SMS News Highlights
        Home        
Extracts
Home List
← Previous Next →

NOTICE INVITING COMMENTS ON THE DRAFT COMPANIES (Incorporation) Second AMENDMENT RULES 2016

NOTICE INVITING COMMENTS ON THE DRAFT COMPANIES (Incorporation) Second AMENDMENT RULES 2016 - News and Press Release - Dated:- 18-2-2016 - GOVERNMENT OF INDIA Ministry of Corporate Affairs NOTICE INVITING COMMENTS ON THE DRAFT COMPANIES (Incorporation) Second AMENDMENT RULES 2016 Dated the 17th February, 2016 1. The draft Companies COMPANIES (Incorporation) Second AMENDMENT RULES 2016 i.e. conversion of unlimited liability company into limited liability company has been placed on the Ministry s .....

X X X X X X X

Extract - Part text only
Click here to Access Full Contents

X X X X X X X

tification 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), (2) and (3) of section 18 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 rules further to amend the Companies (Incorporation) Rules, 2014, namely:- .....

X X X X X X X

Extract - Part text only
Click here to Access Full Contents

X X X X X X X

ial resolution in a general meeting and thereafter, an application shall be filed in Form INC-27 in the manner hereinafter provided. (2) The Company shall within seven days from the date of passing of the special resolution in a general meeting, publish a notice of such proposed conversion in newspapers (one in English and one in vernacular language) in the district in which the registered office of the company is situate and shall also place the same on the website of the Company, if any, indic .....

X X X X X X X

Extract - Part text only
Click here to Access Full Contents

X X X X X X X

ublication of the notice, duly indicating nature of interest and grounds of opposition. (3) The Company shall within sixty days of passing of the special resolution file an application as prescribed in sub rule (1) for its conversion into Limited Liability Company alongwith the fees as provided in the Companies (Registration offices and Fees) Rules, 2014, by attaching the following documents, namely:- a. Notice of the general meeting along with explanatory statement; b. Copy of the resolution pa .....

X X X X X X X

Extract - Part text only
Click here to Access Full Contents

X X X X X X X

become limited). f. A complete list of creditors and debenture holders, drawn up to the latest practicable date preceding the date of filing of application by not more than thirty days, setting forth the following details, namely:- (i) the names and address of every creditor and debenture holder of the Company; (ii) the nature and respective amounts due to them in respect of debts, claims or liabilities: (iii) declaration by a director of the company that notice as required in sub-rule (2) has b .....

X X X X X X X

Extract - Part text only
Click here to Access Full Contents

X X X X X X X

r estimates of the values of such debts and claims and that there are no other debts of or claims against the Company to their knowledge. h. A declaration of solvency signed by at least two directors of the company, one of whom shall be the managing director where there in one to the effect that the Board of Directors of the company have made a full inquiry into the affairs of the company, as a result of which they have formed an opinion that it is capable of meeting its liabilities and will not .....

X X X X X X X

Extract - Part text only
Click here to Access Full Contents

X X X X X X X

he Company that no complaints are pending against the company from the members or investors. (5) Where no objection has been received from any persons, who have been duly served with notice, the application shall be decided by the Registrar on merits. Where an objection has been received, the company shall either obtain the objector s consent to the conversion or his debt or claim has been discharged or determined or has been secured as the case may be, to the satisfaction of the Registrar. (6) .....

X X X X X X X

Extract - Part text only
Click here to Access Full Contents

X X X X X X X

ncurred or entered into before conversion. (8) An Unlimited Liability Company shall not be eligible for conversion into Limited Liability Company in case ;- (a) Its networth is negative, or (b) It has incurred losses continuously for the past three financial years, or (c) Scrutiny or inquiry or investigation is pending and where it is completed and prosecution is pending against the company or its directors under the provisions of the Companies Act, 1956/2013 as consequence thereof, or (d) An ap .....

X X X X X X X

Extract - Part text only
Click here to Access Full Contents

X X X X X X X

Liability Company [pursuant to section 18 of the Companies Act, 2013 read with Rule 37 of the Companies (Incorporation) Rules, 2014] I hereby certify that……………(name of the company prior to conversion) having unlimited liability has been converted into……….(name of the company after conversion) company having limited liability with effect from the date of this certificate on the company is limited by shares/limited by guarantee. The CIN of t .....

X X X X X X X

Extract - Part text only
Click here to Access Full Contents

X X X X X X X

(State) [F. No. 1/13/2013 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. 250(E), dated the 31st March, 2014, amended vide number G.S.R 349(E) dated 1st May, 2015, amended vide G.S.R. 442 (E) dated 29.05.2015 and lastly vide number G.S.R. 99(E) dated 22.01.2016. Form No. INC-11A Certificate of Incorporation pursuant to conversion of Unlimited Liability company into L .....

X X X X X X X

Extract - Part text only
Click here to Access Full Contents

X X X X X X X

at…………… this………………… day of…………… two thousand……………… SEAL: ………………… Registrar of Companies ………………………… (State) GOVERNMENT OF INDIA Ministry of Corporate Affairs NOTICE INVITING COMMENTS ON THE DRAFT COMPANIES (Incorporation) .....

X X X X X X X

Extract - Part text only
Click here to Access Full Contents

X X X X X X X

t is requested that the name, Telephone number and address of the sender should be indicated clearly at the time of sending suggestions/comments. Name, Address, Contact No. of Stake holder __________________ SL.No Rule No.or Form No. Suggestion Justification 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 .....

X X X X X X X

Extract - Part text only
Click here to Access Full Contents

X X X X X X X

36, the following Rules shall be inserted.- 37. Conversion of unlimited liability company into limited liability company:- For effecting the conversion of an unlimited liability company into limited liability company, the company shall pass a special resolution in a general meeting and thereafter, an application shall be filed in Form INC-27 in the manner hereinafter provided. (2) The Company shall within seven days from the date of passing of the special resolution in a general meeting, publis .....

X X X X X X X

Extract - Part text only
Click here to Access Full Contents

X X X X X X X

ebentures holders by registered post or electronic mode or through courier with proof of dispatch. The notice shall also state that the objections, if any, may be intimated to the Registrar and to the company within twenty-one days of the date of publication of the notice, duly indicating nature of interest and grounds of opposition. (3) The Company shall within sixty days of passing of the special resolution file an application as prescribed in sub rule (1) for its conversion into Limited Liabi .....

X X X X X X X

Extract - Part text only
Click here to Access Full Contents

X X X X X X X

directors of the Company that such conversion shall not affect any debts, liabilities, obligations or contracts incurred or entered into by or on behalf of the Company before conversion (except to the extent that the liability of the members shall become limited). f. A complete list of creditors and debenture holders, drawn up to the latest practicable date preceding the date of filing of application by not more than thirty days, setting forth the following details, namely:- (i) the names and ad .....

X X X X X X X

Extract - Part text only
Click here to Access Full Contents

X X X X X X X

nquiry into the affairs of the Company and, having done so, have formed an opinion that the list of creditors is correct, and that the estimated value as given in the list of the debts or claims payable on a contingency or not ascertained are proper estimates of the values of such debts and claims and that there are no other debts of or claims against the Company to their knowledge. h. A declaration of solvency signed by at least two directors of the company, one of whom shall be the managing di .....

X X X X X X X

Extract - Part text only
Click here to Access Full Contents

X X X X X X X

t is a going concern as on the date of passing of resolution by the Board certifying solvency as per (h) above. j. NOC from sectoral regulator, where necessary. k. NOCs from all secured creditors, if any. (4) Declaration from all the directors of the Company that no complaints are pending against the company from the members or investors. (5) Where no objection has been received from any persons, who have been duly served with notice, the application shall be decided by the Registrar on merits. .....

X X X X X X X

Extract - Part text only
Click here to Access Full Contents

X X X X X X X

nt to conversion:- (i) Company shall not change its name for a period of one year from the date of such conversion. (ii) The company shall not declare or distribute any dividend without satisfying past debts, liabilities, obligations or contracts incurred or entered into before conversion. (8) An Unlimited Liability Company shall not be eligible for conversion into Limited Liability Company in case ;- (a) Its networth is negative, or (b) It has incurred losses continuously for the past three fin .....

X X X X X X X

Extract - Part text only
Click here to Access Full Contents

X X X X X X X

orm INC-27 the following form INC-27 shall be substituted. (iii) After the existing Form INC-11, the form no. INC-11A shall be inserted Form No. INC-11A Certificate of Incorporation pursuant to conversion of Unlimited Liability company into Limited Liability Company [pursuant to section 18 of the Companies Act, 2013 read with Rule 37 of the Companies (Incorporation) Rules, 2014] I hereby certify that……………(name of the company prior to conversion) having unlimite .....

X X X X X X X

Extract - Part text only
Click here to Access Full Contents

X X X X X X X

 

 

 

 

 

Discussion Forum
what is new what is new
 


Share:            

|| Home || About us || Feedback || Contact us || Disclaimer || Terms of Use || Privacy Policy || TMI Database || Members ||

© Taxmanagementindia.com [A unit of MS Knowledge Processing Pvt. Ltd.] All rights reserved.

Go to Mobile Version