7. (1) There shall be filed with
the Registrar within whose jurisdiction the registered office of a company is
proposed to be situated, the following documents and information for
registration, namely:—
(a) the memorandum and
articles of the company duly signed by all the subscribers to the memorandum in
such manner as may be prescribed;
(b) a declaration in the
prescribed form by an advocate, a chartered accountant, cost accountant or
company secretary in practice, who is engaged in the formation of the company,
and by a person named in the articles as a director, manager or secretary of
the company, that all the requirements of this Act and the rules made thereunder
in respect of registration and matters precedent or incidental thereto have
been complied with;
(c) an affidavit from each of
the subscribers to the memorandum and from persons named as the first
directors, if any, in the articles that he is not convicted of any offence in
connection with the promotion, formation or management of any company, or that
he has not been found guilty of any fraud or misfeasance or of any breach of
duty to any company under this Act or any previous company law during the preceding
five years and that all the documents filed with the Registrar for registration
of the company contain information that is correct and complete and true to the
best of his knowledge and belief;
(d) the address for
correspondence till its registered office is established;
(e) the particulars of name,
including surname or family name, residential address, nationality and such
other particulars of every subscriber to the memorandum along with proof of
identity, as may be prescribed, and in the case of a subscriber being a body
corporate, such particulars as may be prescribed;
(f) the particulars of the
persons mentioned in the articles as the first directors of the company, their
names, including surnames or family names, the Director Identification Number,
residential address, nationality and such other particulars including proof of
identity as may be prescribed; and
(g) the particulars of the
interests of the persons mentioned in the articles as the first directors of
the company in other firms or bodies corporate along with their consent to act
as directors of the company in such form and manner as may be prescribed.
(2) The Registrar on the basis of
documents and information filed under sub-section (1) shall register all the
documents and information referred to in that sub-section in the register and
issue a certificate of incorporation in the prescribed form to the effect that
the proposed company is incorporated under this Act.
(3) On and from the date mentioned in the
certificate of incorporation issued under sub-section (2), the Registrar shall
allot to the company a corporate identity number, which shall be a distinct
identity for the company and which shall also be included in the certificate.
(4) The company shall maintain and
preserve at its registered office copies of all documents and information as
originally filed under sub-section (1) till its dissolution under this Act.
(5) If any person furnishes any false or
incorrect particulars of any information or suppresses any material information,
of which he is aware in any of the documents filed with the Registrar in
relation to the registration of a company, he shall be liable for action under
section 447.
(6) Without prejudice to the provisions of
sub-section (5) where, at any time after the incorporation of a company, it is
proved that the company has been got incorporated by furnishing any false or
incorrect information or representation or by suppressing any material fact or
information in any of the documents or declaration filed or made for
incorporating such company, or by any fraudulent action, the promoters, the
persons named as the first directors of the company and the persons making
declaration under clause (b) of sub-section (1) shall each be liable for
action under section 447.
(7) Without prejudice to the provisions of
sub-section (6), where a company has been got incorporated by furnishing any
false or incorrect information or representation or by suppressing any material
fact or information in any of the documents or declaration filed or made for
incorporating such company or by any fraudulent action, the Tribunal may, on an
application made to it, on being satisfied that the situation so warrants,—
(a) pass such orders, as it
may think fit, for regulation of the management of the company including
changes, if any, in its memorandum and articles, in public interest or in the
interest of the company and its members and creditors; or
(b) direct that liability of
the members shall be unlimited; or
(c) direct removal of the name
of the company from the register of companies; or
(d) pass an order for the
winding up of the company; or
(e) pass such other orders as
it may deem fit:
Provided that before making any
order under this sub-section,—
(i) the company shall be given
a reasonable opportunity of being heard in the matter; and
(ii) the Tribunal shall take into consideration
the transactions entered into by the company, including the obligations, if
any, contracted or payment of any liabilityMain high lights of the Section
This section corresponds to Section 33 of the Companies Act 1956
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