Company incorporation

MCA 191 views 8 replies

Dear Experts,

I have filed SPICE 32 form along with required attachments and MOA and AOA. 49 A and 49 were also uploaded later. But now the MCA has asked for resubmission due to the following reason:-

1.Provide the definition of private company and details of first directors in aoa and md can be appointed MD at the
time of incorporation unless a clause mentioned in AOA for his appointment as MD 2.Attach DIR 2 of all the directors

I have no idea that as per point 1 above, how to modify the e-AOA accordingly. Is DIR 2 to be taken on a stamp paper or notary attested ?

Please help ASAP. hereby attaching the message received from MCA.

Thank you 

 

 


Attached File : 1601300 20170623164559 a.pdf downloaded: 93 times
Replies (8)

Dear Manu,

Please modified Spice AOA article no.1 and paste defination of private co. as below after paragraph of Interpretation

 

                                                      PRIVATE COMPANY
3. The Company is a Private Company within the meaning of Section 2(68) of the Companies Act, 2013 and accordingly:-
 (i) restricts the right to transfer its shares;
 (ii) limits the number of its members to two hundred:
  Provide that where two or more persons hold one or more shares in a company jointly, they shall, for the purposes of this clause, be treated as a single member: 
 Provided further that-
(a) persons who are in the employment of the company; and
(b) persons who, having been formerly in the employment of the company, were members of the company while in the employment and have continued to be members after the employment ceased, 
Shall not be included in the number of members; and

(iii) Prohibits any invitation to the public to subscribe for any securities of the company;

no need to be stamp and nottry of dir-2

give me your mail id . i have forwared to you filled spice aoa

first director name mentioned in article no. 58 as below.......

The number of the directors and the names of the first directors shall be determined in writing by the subscribers of the memorandum or a majority of them.
The following shall be the First Directors of the Company.
1. xxxxxx
2. xxxxxxxxxx
3. xxxxxx

Thank you so much ashwani  for your valuable advise.

This is my email ID : manu.james @ vrandco.com

One more doubt pending is that for appointing an MD a clause to be mentioned in AOA.  What is that clause.

 

(54) “managing director” means a director who, by virtue of the articles of a

company or an agreement with the company or a resolution passed in its general

meeting, or by its Board of Directors, is entrusted with substantial powers of

management of the affairs of the company and includes a director occupying the

position of managing director, by whatever name called.

Explanation.—For the purposes of this clause, the power to do administrative

acts of a routine nature when so authorised by the Board such as the power to affix the

common seal of the company to any document or to draw and endorse any cheque on

the account of the company in any bank or to draw and endorse any negotiable

instrument or to sign any certificate of share or to direct registration of transfer of any

share, shall not be deemed to be included within the substantial powers of management;

Thank you Ashwani


CCI Pro

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