Chapter 2 (Incorporation) Leave a Comment / By / Incorporation Jai and Veeru, two friends, formed a private limited company as Basanti Taanga Private Limited and got it registered on 10th January, 2018. The registered office of the company was situated at Kolkata, West Bengal. The company had an authorised share capital of 50 lacs divided into 5 lacs equity shares of 10/- each. The issued, subscribed and paid-up share capital of the company was of 30 lacs divided into 3 lacs equity shares of 10 each. The company was engaged in supplying various motor parts to the vehicles companies. ‘Basanti’ was a registered Trade mark of Basanti Motorwala Private Limited of Mumbai since 15th January, 2016 under the Trade Marks Act, 1999. This company was also engaged in manufacturing and supplying various auto parts to the vehicles companies. Basanti Motorwala Private Ltd. of Mumbai came to know on 20th January, 2022 about Basanti Taanga Private Limited of Kolkata who was using identical name and mark. Being a registered proprietor of a trade mark, Basanti Motorwala Private Ltd. filed an objection with an appropriate authority under Companies Act, 2013 on 15th March, 2022 that the name Basanti Taanga Private Limited or the mark the company was using is found to be identical with or too nearly resembles to the registered trade mark of Basanti Motorwala Private Ltd. and as such the appropriate authority should direct Basanti Taanga Private Limited to change its name. The appropriate authority after going through all the details rejected the application of Basanti Motorwala Private Ltd. Thereafter on 14th July, 2020, Basanti Motorwala Private Ltd. requested Basanti Taanga Private Limited to change its name and Basanti Taanga Private Limited accepted the same in good relationship. Basanti Taanga Private Limited complied with all the formalities under Companies Act, 2013 such as passing of all necessary resolutions, taking approval from appropriate authority, filing of documents with the Registrar of Companies etc. The name of the company Basanti Taanga Private Limited was changed to Jai Veeru Private Limited. A fresh certificate of incorporation was issued to the company by the Registrar after being satisfied with the name change application of the company. Subsequent to the issuance of the new incorporation certificate, steps were taken up to incorporate the new name in all copies of the Memorandum of Association, Articles of Association and other documents of the company. Question - In the above case scenario, what can be the most evident reason for the appropriate authority to reject theapplication of Basanti Motorwala Private Ltd? The appropriate authority rejected the application on the basis that the names of both the companies are different Basanti Motorwala Private Ltd and Basanti Taanga Private Limited. The appropriate authority rejected the application as Basanti Motorwala Private Ltd (owner of the registered mark) should had filed the objection within three years of the registration of company with identical name. The appropriate authority could have rejected the application on the basis that both the companies are located in different cities and thus can use almost similar names. The appropriate authority could have rejected the application on the basis that both the companies have different years of incorporation and both are located in different cities. None Jai and Veeru, two friends, formed a private limited company as Basanti Taanga Private Limited and got it registered on 10th January, 2018. The registered office of the company was situated at Kolkata, West Bengal. The company had an authorised share capital of 50 lacs divided into 5 lacs equity shares of 10/- each. The issued, subscribed and paid-up share capital of the company was of 30 lacs divided into 3 lacs equity shares of 10 each. The company was engaged in supplying various motor parts to the vehicles companies. ‘Basanti’ was a registered Trade mark of Basanti Motorwala Private Limited of Mumbai since 15th January, 2016 under the Trade Marks Act, 1999. This company was also engaged in manufacturing and supplying various auto parts to the vehicles companies. Basanti Motorwala Private Ltd. of Mumbai came to know on 20th January, 2022 about Basanti Taanga Private Limited of Kolkata who was using identical name and mark. Being a registered proprietor of a trade mark, Basanti Motorwala Private Ltd. filed an objection with an appropriate authority under Companies Act, 2013 on 15th March, 2022 that the name Basanti Taanga Private Limited or the mark the company was using is found to be identical with or too nearly resembles to the registered trade mark of Basanti Motorwala Private Ltd. and as such the appropriate authority should direct Basanti Taanga Private Limited to change its name. The appropriate authority after going through all the details rejected the application of Basanti Motorwala Private Ltd. Thereafter on 14th July, 2020, Basanti Motorwala Private Ltd. requested Basanti Taanga Private Limited to change its name and Basanti Taanga Private Limited accepted the same in good relationship. Basanti Taanga Private Limited complied with all the formalities under Companies Act, 2013 such as passing of all necessary resolutions, taking approval from appropriate authority, filing of documents with the Registrar of Companies etc. The name of the company Basanti Taanga Private Limited was changed to Jai Veeru Private Limited. A fresh certificate of incorporation was issued to the company by the Registrar after being satisfied with the name change application of the company. Subsequent to the issuance of the new incorporation certificate, steps were taken up to incorporate the new name in all copies of the Memorandum of Association, Articles of Association and other documents of the company Question - In the above case scenario, what ought to have been the time limit within which Basanti Motorwala Private Ltd, should have filed the objection for wrong name: On or before 9th January, 2021 On or before 9th January, 2022 On or before 9th January, 2023 They can file the objection at any time None Jai and Veeru, two friends, formed a private limited company as Basanti Taanga Private Limited and got it registered on 10th January, 2018. The registered office of the company was situated at Kolkata, West Bengal. The company had an authorised share capital of 50 lacs divided into 5 lacs equity shares of 10/- each. The issued, subscribed and paid-up share capital of the company was of 30 lacs divided into 3 lacs equity shares of 10 each. The company was engaged in supplying various motor parts to the vehicles companies. ‘Basanti’ was a registered Trade mark of Basanti Motorwala Private Limited of Mumbai since 15th January, 2016 under the Trade Marks Act, 1999. This company was also engaged in manufacturing and supplying various auto parts to the vehicles companies. Basanti Motorwala Private Ltd. of Mumbai came to know on 20th January, 2022 about Basanti Taanga Private Limited of Kolkata who was using identical name and mark. Being a registered proprietor of a trade mark, Basanti Motorwala Private Ltd. filed an objection with an appropriate authority under Companies Act, 2013 on 15th March, 2022 that the name Basanti Taanga Private Limited or the mark the company was using is found to be identical with or too nearly resembles to the registered trade mark of Basanti Motorwala Private Ltd. and as such the appropriate authority should direct Basanti Taanga Private Limited to change its name. The appropriate authority after going through all the details rejected the application of Basanti Motorwala Private Ltd. Thereafter on 14th July, 2020, Basanti Motorwala Private Ltd. requested Basanti Taanga Private Limited to change its name and Basanti Taanga Private Limited accepted the same in good relationship. Basanti Taanga Private Limited complied with all the formalities under Companies Act, 2013 such as passing of all necessary resolutions, taking approval from appropriate authority, filing of documents with the Registrar of Companies etc. The name of the company Basanti Taanga Private Limited was changed to Jai Veeru Private Limited. A fresh certificate of incorporation was issued to the company by the Registrar after being satisfied with the name change application of the company. Subsequent to the issuance of the new incorporation certificate, steps were taken up to incorporate the new name in all copies of the Memorandum of Association, Articles of Association and other documents of the company. Question - According to above case, a fresh certificate of incorporation was issued to the company by the Registrar after being satisfied with the name change application of the company. Which of the following statements is correct in this context? The change in name of the company is said to be complete and effective from the date of passing of resolution in the general meeting of members. The change in name of the company is said to be complete and effective from the date of issue of fresh certificate of incorporation by the Registrar. The change in name of the company is said to be complete and effective from the date on which documents were filed with the Registrar The change in name of the company is said to be complete and effective from the date of the order of Ministry of Corporate Affairs approving the change of name. None A Public company may be formed by: Only two persons Not more than three persons Not more than Seven Persons Seven or more Persons None Namita Ceramics Goods Limited having 152 members was incorporated with the main objects to manufacture ceramic goods, unglazed floor and wall tiles, etc. and to carry on trading in such products. After 3 years of successful operation, it wants to diversify its business by entering into the filed of manufacturing electronic goods for which it required to alter its objects clause. Advise the company in relation to alteration of Memorandum. The company can alter its Memorandum of Association by passing an ordinary resolution and getting it confirmed by the Regional Director The company can alter its Memorandum of Association by passing a special resolution in the shareholders’ meeting The company can alter its Memorandum of Association by passing a special resolution in the shareholders’ meeting and getting it confirmed by the Regional Director The company can alter its Memorandum of Association by passing a special resolution in the shareholders’ meeting and simultaneously polishing the contents of special resolution in 2 newspapers (one in English and other in vernacular language) circulating in that area None In case of a private company, the provisions for entrenchment may be made at the time of formation of the company or by amendment of articles, By passing a special resolution With the consent of all the members By passing a special resolution and approval of the Central Government With the consent of all the members and approval of the Central Government None Vinay and Sanjay made a name reservation application accompanied by requisite fee to the Registrar for forming a new private company. The Registrar accorded its approval for reservation of most preferred name Vinanjay Softwares Private Ltd. on 7th July, 2018. By which date necessary documents for incorporation of the company must be submitted to the Registrar so that the reserved name does not get lapsed. Latest by 20th July, 2018 Latest by 27th July, 2018 Latest by 6th August, 2018 Latest by 4th September, 2018 None The Registrar shall register any alteration of the memorandum with respect to the objects of the company and certify the registration within a period of ______ from the date of filing of the special resolution. 30 days 60 days 90 days 6 months None If a company is registered by incorrect information, then its winding up may be ordered by Central Government Registrar of Companies NCLT Court None Sukant and Sukriti, architects by profession and residents of Janakpuri, Delhi, have formed a company by the name Suk Architects and Consultants Private Limited, whose registered office is situated in a somewhat less inhibited market area of Gurugram, Haryana. They do not consider it to be a safe place. Therefore, to be on safer side they have kept all the documents and information relating to incorporation of their CA Harsh Gupta CA_Law_HarshGupta company (that were originally filed with Registrar for registration of Company) at Sukant’s residence. Is their action justified? It is their prerogative to keep all the documents and information relating to incorporation of their company at a place which they think is quite safe – even if it is Janakpuri, Delhi. Considering registered office to be unsafe, they can keep all the documents and information relating to incorporation of their company at any place in Haryana only where Gurugram is situated but for this purpose they must seek permission of the ROC. If they do not want to seek permission of ROC, considering registered office to be unsafe, they can keep all the documents and information relating to incorporation of their company at any place which should be within three kms. of their registered office but in Gurugram only They have to keep all the documents and information relating to incorporation of their company at the registered office, only. None Previous0 %Start QuizNext Time's up
