REGISTRATION OF A PRODUCER COMPANY
A step-wise basic information for the registration of a ‘Producer Company’ is described as under:
Step 1: Digital Signature Certificate (DSC) : The Information Technology Act, 2000 has the provision of use of Digital Signatures on the documents in order to ensure the security and authenticity of the documents filed electronically. It is now mandatory to have Digital Signature of minimum one Director or Chairman prior to entering the formal registration process. This is the only secure and authentic way that a document can be submitted electronically. As such, all filings done by the companies are required to be filed with the use of Digital Signatures. Thus, it is necessary for a company to authorize a person’s signature who will sign the documents.
The prescribed application form for DSC is available at the website of Ministry of Corporate Affairs (henceforth referred to as website of MCA). After filling the required information, the form has to be submitted online to the ‘Certification Agencies ’. The DSCs are typically issued with one to two year validity. These are renewable on expiry of the period of initial issue. The official fee for issuance of DSC is Rs.1800/-. In addition, the Certification Agency charges a service fee which varies from agency to agency.
Step 2: Director Identification Number (DIN) The DIN number can be obtained online only from the company affairs cell at Noida, UP without any fees by providing identification proof number (Only PAN Card, Voter Identity card, passport or driving license number is accepted). The prescribed form is available in the website of MCA and the application can be done online.
Step 3: Naming of a Producer Company
A Producer Company should be named using the following suffix “…..Producer Company Limited” appropriately indicating its status of Producer Company. The word “private” is not used in the name and the absence of which does not indicate that the company is a “public”.
The procedures for selecting and applying for the availability of name for a Producer Company are:
Select, in order of preference, at least one suitable name up to a maximum of five 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 ( https://www.mca.gov.in).
Apply to the concerned Registrar of Companies to ascertain the availability of name in e-Form 1(A) by logging in to the portal (https://www.mca.gov.in). 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 all the proposed five names are not available, the applicant will be intimated by Registrar of Companies (RoC) and subsequently the applicant has to apply for a fresh name on the same application.
Moreover, there is further scope of changing the PC’s name, if required. However it is not easy to do it frequently. As per the company Act 1956 section 21, an application to RoC with a supporting of a resolutions passed by 2/3 majority of BoD and 1/3 of General Body and fees of Rs.500 is required to be submitted along with new proposed name and 4 other alternatives in order of preference.
Step 4: Memorandum & Articles of Association
After ascertaining the name of the producer company, a memorandum and articles of association have to be prepared.
Memorandum and Articles of Association should be printed (preferably a computer print out - printed on both side of the paper)
Get the Memorandum and Articles of Association duly stamped.
Get the Memorandum and Articles of Association subscribed/signed by the requisite subscribers/promoters in his/her own hand, his/her father's name, occupation, address and the number of shares subscribed for.
Ensure that the Memorandum and Article is dated on a date after the date of stamping.
Step 5: Documents to be submitted to the RoC for the Incorporation of Producer Company
File the following documents along with the fees payable with the Registrar of Companies of the state, where the Registered Office of the company is to be situated:
Copy of the letter of Registrar of Companies confirming the availability of name for formation of the company should be made;
Memorandum and Articles of Association duly stamped and signed;
Form 18 regarding situation (full address) of Registered Office
Form 32 (in duplicate) regarding particulars of directors
Form 1 (on a stamp paper) declaring compliance of all and incidental matters regarding formation of companies
Form 29 – consent of the director An affidavit has to be submitted if the Memorandum of Association is submitted in Hindi by subscribers, claiming the understanding of same.
Power of Attorney.
Please note that all the information and forms are available on the website of MCA (https://www.mca.gov.in) and that the forms can be directly accessed and filled in on-line.
Step 6: Certificate of Incorporation
The Registrar of the Companies, on being satisfied that all the documents14 for the incorporation of a company is submitted, s/he is obliged to register the memorandum, the articles and other documents, if any, and issue a ‘certificate of incorporation’ within thirty days, which is a conclusive proof of its formation in terms of Part IX A. [Section 581C (2)].
The incorporation of Producer Company is effective from the date mentioned in the certificate of registration granted by the Registrar of Company.
On incorporation, a company becomes a juristic person, i.e. a person in the eyes of law. It has perpetual succession i.e. its members may come and go but the company goes on till it is wound up by following the process of law.
It has a common seal, which is affixed on all the documents executed on behalf of the company in the presence of a director and be signed by the authorized signatory or signatories.
It is empowered to hold all properties in its own name and has its own right. It can sue others and can be sued by other and enter into contracts in its own name.
Power of Attorney
All the work required to incorporate the Producer Company can be done either by the Board of Directors or alternatively, the General Body can authorize anyone of them or any other person to follow the matter with the RoC (in most cases the service of a Chartered Accounting firm or Company Secretary is acquired for the purpose). In the latter case, they have to execute a power of attorney in favour of the person, who is authorised to act on their behalf.
A power of attorney form duly stamped and executed by all the subscribers of directors have to be submitted to the RoC.
A power of attorney holder is, specifically, authorised to make corrections, as may be necessary in the Memorandum and Articles of Association and all other documents filed with the RoC and to attest the same on their behalf and to receive the Certificate of Incorporation.
Step 7: Tasks to be completed immediately after incorporation of the PC
The following tasks have to be completed immediately after incorporation:
Open a Bank Account with minimum two officially nominated signatories in the name of the Company.
Procure PAN number from the Income Tax and TIN number from the Commercial Tax Department to carry out business. Also, the company have to register itself for Service Tax from Commercial Tax Department and VAT from Excise department.
Apply for the commercial connection of Power supply to related agency/board for the office of the PC.
Establishment of company office means arrangement of furniture and fixture along with a visible signage board.
1.1 Estimated cost for incorporation of a Producer Company
Particular Heads Amount (Rs)
Application for name of PC Fees 500.00
Digital Signature Fees 2,600.00
Stamp duty Memorandum of Association (MoA) 500.00
Article of Association(AoA) 1,000.00
Registration/ filing fees MoA 16,000.00
AoA 300.00
Form-1 300.00
Form-18 300.00
Form-32 300.00
Fees of CA / CS firm* Consultancy fees 10,000.00
Stamps cancellation Charge 300.00
Affidavit expenses Fees of Notary 450.00
Share transfer fees & processing charge 5,000.00
Total 37,550.00
*Fees for CA and CS is driven by market rates.
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