India 2018

Corporate Affairs 263
of physically signing the Memorandum of Association (MOA) and Articles of
Association (AOA) by the applicant and helps entrepreneurs to start business
in India, without much hassles. The fee for filing the incorporation form has
been reduced from ` 2,000/- to ` 500. The integrated form INC-29 has been
replaced with SPICe Form. This incorporation form is being processed within
1-2 working days. Electronic integration of MCA21 System with the Central
Board of Direct Taxes (CBDT) for issue of PAN and first TAN to an incorporated
company using the Simplified Proforma for Incorporating Company
Electronically (SPICe) has been undertaken. Stakeholders now submit
applications for PAN and TAN at the time of submitting applications for
incorporation. The PAN allotted by Income Tax Department is being affixed on
the Certificate of Incorporation of the Company from February, 2017. This has
resulted in reduction in the number of processes and time taken for starting a
business in the country.
SPICe is a more versatile form and leverages on digital technology by
eliminating the need for hard copies of physically signed documents being
attached to an e-form. Using the integrated e-form SPICe, stakeholders can
apply for five services simultaneously viz., company name, company
incorporation, DIN of the directors, Permanent Account Number (PAN) and
Tax Deduction and Collection Account Number (TAN) for the newly
incorporated company. All companies incorporated using SPICe e-forms are
now receiving their PAN affixed in the Certificate of Incorporation (COI) itself
and TAN separately by e-mail. Machine readability of forms, speed in Back
Office Processing and positive identification of subscribers due to introduction
of digital signatures. This has resulted in reduction in the number of processes
and time taken for starting a business in the country.
Rule 15 of the Companies Rules, 2014 (Meetings of the Board and its
Powers) has been amended from March 2017 to reduce the threshold to "10 per
cent" of the networth/ turnover as the case may be against the earlier threshold
of "exceeding 10 per cent" thereby needing approval of members instead of
only board. This has increased the shareholders' rights with regard to voting
and disclosure of related-party transactions.
Common seal under Companies Act, 2013 has been made optional. The
requirement for obtaining certificate of commencement of business and
requirement for minimum paid up share capital for all companies have been
done away with under Companies Act, 2013.
The jurisdictional registrar of companies, continue to have jurisdiction
over the companies incorporated by the Registrar, CRC under the companies
Act, 2013 for all other provisions of the Act and the rules made thereunder,
which may be relevant after incorporation. The Official Liquidators function
under the overall administrative control of the Ministry, and are attached to
corresponding High Courts. They are mainly responsible for implementing court
orders regarding liquidation and final dissolution of the companies.