Form 1 & 32

MCA / ROC Filings 751 views 2 replies

prasad

manager

171 Points Posted on 28 February 2011

Dear All,
I would like to fill Form 1 and Form 32 as part of registering a private limited company (having share capital) with ROC. The directors are father and son. Regarding which I've following queries:

Form 1:

1.) Is it mandatory to fill both 'authorized' and 'subscribed' capital sections of Form 1? Because the 2 directors of the company are also promoters, I don't think any shares need to be 'subscribed'. Also, I feel that under 'authorized' section only 'equity' shares part can be filled as there are no preferencial share holders of the company.

2.) Since the company is private limited, I should NOT mention 'Table A in Section I of Companies Act 1956 excluded' in AOA. Pls. correct me, if I'm wrong.

Form 32:

3.) Can both the directors be the chairmen of the company?
4.) Is it mandatory that only major shareholder of the company be the 'chairman' of the company?
5.) Can 'non-executive director' be 'chairman'?
6.) I would like to mention 'chairman' as 'wholetime director'. Is it correct? Or do I need to mention him as 'Alternate director'. For your information, the other director will be the 'Managing Director'.
7.) I would like to mention an M.Com graduate as 'Manager' of the company and he is not an 'associate' or 'fellow'. Is it OK?
8.) What does the following sentence mean - 'Evidence of payment of stamp duty where qualification shares is involved'.

Thanks in advance for your help and have a wonderful day.

with rgds,
Prasad

Replies (2)

Jayashree S Iyer

Company Secretary

3224 Points Posted on 01 March 2011

Originally posted by : prasad

My replies are maked in Yellow.

Form 1:

1.) Is it mandatory to fill both 'authorized' and 'subscribed' capital sections of Form 1? Because the 2 directors of the company are also promoters, I don't think any shares need to be 'subscribed'. Also, I feel that under 'authorized' section only 'equity' shares part can be filled as there are no preferencial share holders of the company.

Whatever the promotors agree to undertake in the subscriptttion clause of MOA will be the subscribed capital on the date of incorporation which needs to be mentioned in Form 1.

2.) Since the company is private limited, I should NOT mention 'Table A in Section I of Companies Act 1956 excluded' in AOA. Pls. correct me, if I'm wrong.

If you are not adopting Table A and have framed your own AOA then you can exclude. Otherwise you have the option of adopting it.

Form 32:

3.) Can both the directors be the chairmen of the company?

Only one of the directors can be the Chairman.

4.) Is it mandatory that only major shareholder of the company be the 'chairman' of the company?

No.

5.) Can 'non-executive director' be 'chairman'?

Yes.

6.) I would like to mention 'chairman' as 'wholetime director'. Is it correct? Or do I need to mention him as 'Alternate director'. For your information, the other director will be the 'Managing Director'.

If a Director is appointed on whole time basis, you have to mention him as a "Whole time Director" and such WTD can be the Chairman.

What makes you appoint him as "Alternate Director"? I am unable to understand your logic. Please go through the provisions of Section 313 of the Companies Act, 1956 to have a clear understanding of the provisions relating to Alternate Directors.

7.) I would like to mention an M.Com graduate as 'Manager' of the company and he is not an 'associate' or 'fellow'. Is it OK?

No qualification is specified for appointment of "Manager". Hence no issues.

8.) What does the following sentence mean - 'Evidence of payment of stamp duty where qualification shares is involved'.

Thanks in advance for your help and have a wonderful day.

with rgds,
Prasad