changes in Form 1A by CS Mamta Binani

CHANGES IN FORM 1A BROUGHT IN BY THE MINISTRY OF CORPORATE AFFAIRS (Brief Analysis):

1. Fee for the form has been raised to Rs.1,000/- from Rs.500/-.

2. Point number 8 has been inserted to give the option of certification by a Practicing Professional.

3. In case the form is being certified by a Practicing Professional, only one name has to be entered in Point number 9.

4. Point number 11 has been inserted to specify the name of any existing company with a similar name, from which a No Objection is to be taken.

5. Point number 13 has been inserted with the provision for approval from the government in case any Company is to be associated with Central Government, State Government or Local Authority.

6. In case the form is certified by a practicing professional, it will be approved automatically. If not so certified, it will be approved by the concerned officer at the Office of the ROC.

7. New points have been introduced for verification as under:

· That the search facility on the MCA Portal has been used for checking the resemblance of name with any existing Company or LLP.
· That the name is not in violation of the provisions of Emblems and Names (Prevention of Improper Use) Act, 1950.
· That the proposed name is not offensive to any section of people.
· That the Proposed name is such that its use by the company will not constitute an offence under any law for the time being in force.
· That all the mandated requirements of the respective Act/regulator, such as IRDA, RBI, SEBI, MCA, etc. have been complied with (applicable only in case proposed name includes words like Insurance, Bank, Stock Exchange, Venture Capital, Asset Management, Nidhi, Mutual Fund, Finance, Investment, Leasing, Hire purchase etc. or any combination thereof).
· An undertaking to be fully responsible for the consequences, in case the name is subsequently found to be in contravention of the provisions of section 20 and 21 of the Companies Act, 1956 and the prescribed guidelines.

8. The certifying professional has to certify that:

· All required attachment(s) have been completely attached to the form.
· The search facility available on the portal of Ministry of Corporate Affairs (MCA) for checking the resemblance of the proposed name(s) with the companies and LLPs respectively already registered or the name already approved has been used.
· The proposed name is not an undesirable name under the provision of section 20 of the Companies Act, 1956 and also is in conformity with Name Availability Guidelines, 2011.

MCA cicular

GENERAL CIRCULAR No. 55/2011
F. No. 35/6/2011/Insolvency
Government of India
Ministry of Corporate Affairs
5th Floor, ‘A’ Wing, Shastri Bhavan,
Dr. R.P. Road, New Delhi-110001
Dated 26th July 2011
To
All Regional Directors
All Registrar of Companies
All Official Liquidators
Subject: Scrutiny inspection and investigation in all winding up cases
Subject: Scrutiny inspection and investigation in all winding up cases.
Sir,
It has been noticed that winding up petitions are being filed by management after
having committed major violations under the Companies Act, 1956 as well as
misappropriation of funds of the company. Winding up of such companies are also being
filed by creditors. In order to curb such malpractices following procedure may be
followed in all such cases:-
(a) The moment winding up petition is filed before the Court, Official Liquidator
(OL) will obtain a copy of petition and forward the same to the Registrar of
Companies (ROC) concerned.
(b) ROC will have a scrutiny of the details/documents available in respect of the
company in MCA21 registry and will submit a preliminary report to the
Ministry within a week time for inspection or investigation, if so required,
containing following information for the past five years of the date of filing
of petition:-
(i) History of the company, viz incorporation, maintenance of registered
office, main object and present business activities;
(ii) Management pattern, including details of directors/nominee directors
and their directorship in other companies;
(iii) Capital structure and shareholding pattern;
(iv) Financial position and working results;
(v) Comments on filing position and compliances of Schedule VI read with
Accounting Standards;
Nature of complaints registered on MCA-21, their nature and any
noticeable findings;
(vii) Whether any complaint was received alleging that the company is
involved in fraudulent activities, siphoning of funds etc. If so, the
details thereof.
(viii) Whether any scrutiny/inspection was carried out, if so, the details
thereof;
(ix) Whether the company is having any holding or subsidiary company, if
so, details thereof;
(x) Whether company has raised funds through IPO, if so, the utilization
of amount collected, compliance of provisions of the Act for deviation
from the object stated in Prospectus/Offer Document; transactions
with related parties;
(xi) In case of public company, whether it has accepted public deposit. If
so, whether the payment of matured amount including interest was
made as per schedule. In case any amount is still pending, the details
of amount and interest thereon.
(xii) The quantum of unsecured loan amount and related party transactions
thereto.
(xiii) Secretarial reports and qualifications made by the auditors on
accounts of the company;
(xiv) Whether company or its members/creditors have requested for
investigation into the affairs of the company, if so, the details
thereof.
(c) MCA will take a final view in the matter within a period of 15 days from the
date of receipt of preliminary report from ROC. If any inspection under
Section 209A and/or investigation under Section 235/237 of the Act is ordered, the same will be completed by the ROC and forwarded to the OL
within 30 days.
(d) The OL will place the report before the Hon’ble High Courts for seeking
appropriate order/action under Section 539 to 544 and other relevant
provisions of the Act. Simultaneously, necessary action as per law will be
initiated against the director, ex-director and key management of the
company for any violation of law/ Companies Act, 1956.
(e) These cases will be monitored in the monthly staff meeting of Regional
Directors.
Yours faithfully,
(Jaikant Singh)
Director