In an endeavor to simplify and streamline the process for
incorporation of companies, the Ministry of Corporate Affairs
("MCA") introduced the formation of the
Central Registration Centre ("CRC") by
issuing a notification on January 22, 2016 ("CRC
Notification"). The CRC Notification is effective
from January 26, 2016. The CRC will have territorial jurisdiction
all over India, and will have duties, which would include,
discharging/carrying out the processing and disposing of
applications, for reservation of names, under the provisions of the
Companies Act, 2013 ("Companies
The Register of Companies ("ROC"),
Delhi will be exercising administrative control over the CRC until
a separate Registrar is appointed for the same. The CRC will
process applications for reservation of names made under the
revised e-Form No. INC -1, however processing and approval of names
proposed in e-Form No. INC-29 will be done by the ROCs having
respective jurisdiction over incorporation of companies under the
Companies Act. Accordingly, the MCA also amended the Companies
(Incorporation) Rules, 2014, by issuing a notification on January
22, 2016 ("Incorporation Notification").
The salient features of the Incorporation Notification are
1. The proposed name sent for approval will no longer be
required to be in consonance with or indicative of the primary
objects of the company as set out in the memorandum of association.
Consequently, on change of activities carried out by a company, the
company will not be required to change its name to be in line with
its altered activities;
2. Abbreviated or vague names will no longer be considered
undesirable by the ROC;
3. Restrictions against names that are likely to produce a
misleading impression regarding the scope or scale of the applicant
company's activities which could be beyond the resources at the
company's disposal have been removed;
4. Applications for reservation of names made in Form No. INC-1
will be approved/rejected by the Registrar of the CRC;
5. Applicants making applications in e-Form No. INC-29 will be
given 3 (three) opportunities to correct/remove defects
and complete forms as per the requirements of the concerned ROC,
provided that the re-submission of documents will not exceed a
total period of 30 (thirty) days.
The establishment of the CRC will reduce the burden on ROCs
handling voluminous applications for incorporation of companies.
Further, relaxations in relation to various restrictions on name of
the company which were earlier considered undesirable will ease the
process of incorporation pf companies.
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The Ministry of Corporate Affairs notified on June 5, 2015 that certain provisions of the Companies Act, 2013 shall not apply to private limited companies or shall apply with such exceptions or modifications as directed in the notification.
The Supreme Court of India in the case of IDBI Trusteeship Services Limited vs. Hubtown Limited set aside a Bombay High Court ruling which had garnered quite a lot of attention among the foreign investors and in the legal circles.
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