Amrish after completing his post-graduate degree in mechanical engineering from the United Kingdom returned back to India. Although he got a good…

CA Intermediate · Corporate and Other Laws · PYQS · May 2025
Amrish after completing his post-graduate degree in mechanical engineering from the United Kingdom returned back to India. Although he got a good placement in a UK based company but he thought to build his own business empire in India. Amrish belongs to Barmer district (Rajasthan) where his parents have agricultural land of 20 acres. He planned to manufacture commercial drones for the use of agricultural harvesting and assist in supply chain process. For this purpose, he planned to incorporate a private limited company having the following persons as the first subscribers to the Memorandum and Articles of Association: (i) Amrish (himself) (ii) Robert (He is a college friend of Amrish. He is a Citizen of UK. He has technical expertise and in order to incorporate the company visited India on a valid Business Visa). (iii) Eliza (She is college friend of Amrish. She is a Citizen of Netherlands and has good business contacts in European Countries which will be immensely useful in marketing of the company's products). (iv) Goma Devi (Mother of Amrish, who is illiterate. She has recently sold part of her agricultural land and has received 15 crores, out of which she agreed to subscribe 5 crores in the share capital of the proposed company). (v) Goodwork Technologies LLP (A Limited Liability Partnership having the expertise in the field of remote sensing devices). (vi) Mohit Electronics Private Ltd. (A Private Limited Company having expertise in the field of providing Electronics and Electricals). Amrish planned to have the Registered Office of the proposed company at Jaipur while the factory and works office shall be at the Barmer. For incorporation of a company, an application for registration is to be filed with the Registrar. In the given case, the initial subscribers to the company consists of one illiterate person, two foreign nationals, one LLP and one Private Limited Company. Discuss the procedure, how these persons shall subscribe to the Memorandum of Association and Articles of Association.

Suggested Answer and Working Notes:

(a) Procedure as to how the persons shall subscribe to the Memorandum of Association and Articles of Association In terms of Section 7(1)(a) of the Companies Act, 2013 (the Act), an application for registration shall be filed with the Registrar of Companies, within whose jurisdiction the registered office of the company is proposed to be situated in Form SPICE+ (Simplified Proforma for incorporating company electronically) plus INC 32 along with the fee as provided under the Companies (Registration Offices and Fees) Rules, 2014 and Memorandum (e-MOU in Form No.INC-33) and Articles (e-AoA in Form No. INC-34) of the company duly signed by all the subscribers to the Memorandum as prescribed under by Rule 13 of the Companies (Incorporation) Rules, 2014. S. No. Particulars In the case of: Legal Provision 1 Amrish In terms of Rule 13(a), each subscriber (in the given case, Amrish) shall add his name, address, description & occupation, if any, in the presence of at least one witness who shall attest the signature, shall sign and add his name, address, description and occupation, if any. 2. Robert In terms of Rule 13(f), where subscriber to the Memorandum is a Foreign National residing outside India and visited India and intended to incorporate a company, in such case the incorporation shall be allowed if, he/she is having a valid Business Visa. 3. Eliza In terms of Rule 13(e), where subscriber to the memorandum is a foreign national residing outside India his signatures and address on the Memorandum and Articles of Association and proof of identity shall be notarized by a Notary (Public) with a certificate. Since Eliza is a foreign national residing outside India, her signature and address on the Memorandum and Articles of Association and proof of identity shall be notarized by a Notary (Public) with a Certificate. Rule 13 (e) further provides that if a person residing in a Country outside the Common Wealth or which is not a party to the Hague Apostille Convention, 1961, the Certificate of the Notary (Public) shall be authenticated by a Diplomatic or Consular Officer. Note: In the given case, Netherlands is a Country outside the Common Wealth hence, the Certificate of the Notary (Public) shall be authenticated by a Diplomatic or Consular Officer. 4. Goma Devi In terms of Rule 13 (b) since Goma Devi is an illiterate person, she shall affix her thumb impression or mark which shall be described as such by the person, writing for him, who shall place the name of the subscriber against or below the mark and authenticate it by his own signature and he shall also write against the name of the subscriber, the number of shares taken by her. 5. Goodwork Technologies LLP In terms of Rule 13(d), where the subscriber is a Limited Liability Partnership, it shall be signed by a Partner of the Limited Liability Partnership, duly authorized by a resolution approved by all the partners of the Limited Liability Partnership. 6. Mohit Electronics Private Limited In terms of Rule 13(c), where the subscriber is a body corporate, the Memorandum and Articles of Association shall be signed by director, officer or employee of the body corporate duly authorized in this behalf by a resolution of the board of directors.

Topics: Incorporation of Company and Matters Incidental Thereto

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