2476

Form No. 4

Agreement to Adopt the

Preliminary Agreement
This agreement is made at ..... (city) on the ....... day of ...... 20......
between
A B & Co. Private Limited, a company registered under the Companies
Act, 1956 and having its registered office at ....... hereinafter referred to
as ‘the Company’ (which expression unless be repugnant to the context
or meaning thereof be deemed to include its executors, administrators
and assigns) of the ONE PAR T.
and
Mr. A, residing at ....... Mr. B, residing at ....... and Mr. C residing at
........ collectively hereinafter referred to as ‘the Promoters’ (which expression
unless be repugnant to the context or meaning thereof be deemed to include
their heirs, executors, administrators and assigns) of the SECOND PAR T.

WHEREAS -
1. By an agreement dated the ... day of ... entered into between the
Promoters on the one hand and Mr. X of the Other Part it was agreed
that the Promoters will form and register a private company limited by
the shares, with the object of taking over the business in electronic goods
carried on by Mr. X on the terms and conditions therein mentioned.
2. Accordingly, the company being the party of the first part hereto
has been formed and registered under the Companies Act, 1956 on the
...... day of ........ 20...
3. It was one of the terms of the said agreement that on the registra-
tion of the company, the company will adopt the said agreement.
4. By a resolution of the board of directors of the company dated .......
the board has resolved to adopt the said agreement and to enter into this
agreement for that purpose.
NOW IT IS AGREED BY AND BETWEEN THE PAR TIES HERETO AS
FOLLOWS :
1. The company hereby adopts the said agreement dated ... hereinbefore
recited and agrees to be bound by the same and the terms and conditions
therein mentioned relating to the purchase and taking over of the busi-
ness of the said M/s X’s concern, as if the company was a party thereto
and had agreed to purchase or take over the said business from Mr. X
on the terms in the said agreement mentioned in place of the promoters.
2. And the company agrees and undertakes to comply with and to
implement all the terms and conditions mentioned in the said agreement.

IN WITNESS WHEREOF the parties have put their hands the day and
year first hereinabove written.

Signed for and on behalf of the )

A B & Co. Private Ltd., by Mr. ..... )
 AGREEMENT TO ADOPT THE PRELIMINARY AGREEMENT 2477

a director duly authorised to do so by the )

resolution of the Board of )
Directors dated ... in the )
presence of ... ... ... )
Signed by the )
promoters A B & Co. in the )
presence of ... ... ... )

__________

_______________________
Stamp duty : This document will require stamp duty under Art 5(c) of the Indian
Stamp Act or corresponding Articles of State Acts.
Registration : It is not required to be registered under the Registration Act, 1908.
Stamp Duty, eStamping & Registration : See the Indian Stamp Act, 1899 (2 of
1899), Rates of Stamp Duty in various States, eStamping and Compulsorily & Option-
ally Registrable Documents under the Registration Act, 1908 (16 of 1908) in later Part
VIII [Chapters 1 to 8] on Stamp Duty, eStamping & Registration of Deeds & Documents.
2478

Form No. 5

Application and Declaration for

Incorporation of a Company (eForm No. 1)
The Companies (Central Government’s) General
Rules and Forms, 1956
FORM NO. 1
[Pursuant to sections 33(1) and (2) of the Companies Act, 1956]
Application and declaration for incorporation of a company

Form Language English Hindi

Note - All fields marked in * are to be mandatorily filled.

1. * Indicate Registrar of Companies (RoC)

reference number for
name approval (Service request number (SRN) of Form 1A) Pre-Fill

2. (a) Name of the company

(b) * Type of the company

New company (others) Section 25 company

Part IX company Producer (Part IXA) company

(c) Whether the company is public or private Public Private

(d) *Category (e) *Sub-category

(f) Section 25 licence number

(g) * Whether the company is Having share capital Not having

share capital

3. Name of the state in which the company is to be registered

4. Name of office of the Registrar of Companies in which the company is

to be registered

5. Capital structure of the company, in case of company having share capital

(a) Authorised capital of the company (in Rs.)

Break up of Authorised capital
 APPLICATION AND DECLARATION FOR 2479
INCORPORATION OF A COMPANY (EFORM NO. 1)

Number of equity shares Total amount of equity shares (in Rs.)

Nominal amount per equity share

Number of preference shares Total amount of preference

shares (in Rs.)

Nominal amount per preference share

(b) Subscribed capital of the company ( in Rs.)

Break up of Subscribed capital

Number of equity shares Total amount of equity shares(in Rs.)

Nominal amount per equity share

Number of preference shares Total amount of preference

shares (in Rs.)

Nominal amount per preference share

6. Details of number of members, in case of company not having

share capital
(a) Enter the maximum number of members

(b) Maximum number of members excluding proposed employee(s)

7. * Main division of industrial activity of the company

Description of the main division

8. * Enter the number of promoters [first subscribers

to the Memorandum of Association (MoA)]

Particulars of Promoters (first subscribers to the MoA)

* Category

* Director Identification number (DIN) or Income-tax per -

manent account number (Income-tax PAN) or passport
number or corporate identity number (CIN) or foreign com-
pany registration number (FCRN) or any other registration
number

* Name Pre-fill

Father’s name Husband’s name

2480 APPLICATION AND DECLARATION FOR
INCORPORATION OF A COMPANY (EFORM NO. 1)
Nationality Date of birth (DD/MM/YYYY)

Occupation

Voter identity card number

Others (specify)

* Permanent address Line I

Line II

* City

* State * Pin code

* ISO country code

Country

Phone Fax

e-mail ID

* Whether present address is same as the permanent address

Yes No

* Present address Line I

Line II

* City

* State * Pin code

* ISO country code

Country

Phone Fax

Number of shares subscribed Total amount of shares

subscribed (in Rs.)

If already a director or promoter of a company(s), specify details of such

company(s) (In case director or promoter in more than three companies,
attach separate sheet as an optional attachment)
Director Promoter CIN


 APPLICATION AND DECLARATION FOR 2481
INCORPORATION OF A COMPANY (EFORM NO. 1)

Name of the company

Director Promoter CIN

Name of the company

Director Promoter CIN

Pre-fill all
Name of the company

Whether the subscriber has been convicted by any

court for any offence involving moral turpitude or
economic or criminal offences or for any offences Yes No
in connection with the promotion, formation or
management of a company.

If yes, provide details

9. Particulars of payment of stamp duty (Refer instruction kit for

details before filling the particulars)

(a) State or Union territory in respect of

which stamp duty is paid or to be paid Pre-fill

(b) * Whether stamp duty is to be paid
electronically through MCA21 system Yes No Not applicable

(i) Details of stamp duty to be paid
Type of document/Particu- Form Memorandum Articles of
lars 1 of associa- association
tion
Amount of stamp duty to be
paid (in Rs.)

(ii) Provide details of stamp duty already paid
Type of document / Par- Form Memoran- Articles of Others
ticulars 1 dum of as- a s s o c i a -
sociation tion
Total amount of
stamp duty paid (in
Rs.)
Mode of payment of stamp duty
2482 APPLICATION AND DECLARATION FOR
INCORPORATION OF A COMPANY (EFORM NO. 1)

Type of document / Par- Form Memoran- Articles of Others

ticulars 1 dum of as- a s s o c i a -
sociation tion
Name of vendor or Treasury
or Authority or any other
competent agency authorised
to collect stamp duty or to sell
stamp papers or to emboss
the documents or to dispense
stamp vouchers on behalf of
the Government

Name of vendor or Treasury

or Authority or any other
competent agency authorised
to collect stamp duty or to sell
stamp papers or to emboss
the documents or to dispense
stamp vouchers on behalf of
the Government

Serial number of embossing

or stamps or stamp paper
or treasury challan number
Registration number of vendor
Date of purchase of stamps
or stamp paper or payment of
stamp duty (DD/MM/YYYY)
Place of purchase of stamps
or stamp paper or payment
of stamp duty

10. Memorandum of association and Articles of association are sub-

mitted herewith.

Attachments List of attachments

1. * Memorandum of association Attach

2. * Articles of association Attach

3. Annexure containing details of Attach
subscribers

4. No objection certificate in case
there is change in promoters Attach
(first subscribers to the MoA)

5. Optional attachment(s) - if any Attach Remove Attachment
 APPLICATION AND DECLARATION FOR 2483
INCORPORATION OF A COMPANY (EFORM NO. 1)
Declaration

* I,

Son Daughter Wife of *

do solemnly declare as under:

(i) * That I am

An advocate of the supreme court or a high court who is engaged

in the formation of the company.
An attorney or pleader entitled to appear before a high court who
is engaged in the formation of the company.
A company secretary (in whole-time practice) in India who is en-
gaged in the formation of the company.
A chartered accountant (in whole-time practice) in India who is
engaged in the for -mation of the company.
A person named in the articles as a director, manager or secretary
of the company.

(ii) And I, further declare that the particulars given above are true to the
best of my knowledge and belief;

(iii) Form 18 and 32 are also being filed simultaneously;

(iv) I further confirm that I am duly authorised to submit this application;

and that all the particulars mentioned above are as provided in the
articles of association as subscribed by the subscribers of the company;

(v) That all the requirements of the Companies Act, 1956 and rules there
under in respect of all the matters precedent in the registration of the
company and incidental thereto have been complied with and I make
this solemn declaration conscientiously believing the same to be true;

(vi) That the company has paid correct stamp duty as per applicable
Stamp Act;

(vii) That the subscribers have given declaration of details of his/her

conviction by any court for any offence involving moral turpitude or
economic or criminal offences or for any offences in connection with
the promotion, formation or management of a company;

(viii) That the subscribers have given declaration that he/she has not been
declared as proclaimed offender by any Economic Offence Court or
Judicial Magistrate Court or High Court or any other Court.

To be digitally signed by

A person named in the articles as director or

manager or secretary of the company
2484 APPLICATION AND DECLARATION FOR
INCORPORATION OF A COMPANY (EFORM NO. 1)

Designation

DIN of the director; or

Income-tax PAN of the manager; or

Membership number, if applicable or income-tax PAN

of the secretary (secretary of a company who is not a
member of ICSI, may quote his/ her income-tax PAN); or

An advocate or attorney or pleader or company

secretary or chartered accountant
(in whole-time practice)

Income-tax PAN of the advocate or attorney or pleader

In case of a company secretary or chartered accountant

(in whole-time practice), mention
Whether associate or fellow Associate Fellow

Membership number or certificate of practice number

Modify Check Form Prescrutiny Submit

For office use only: Affix eStamp and filing details

eForm Service request number (SRN)

eForm filing date (DD/MM/YYYY)

This e-Form is hereby registered

Digital signature of the authorising officer Confirm Submission

Date of signing (DD/MM/YYYY)

–––––––––––––––––––
Notes : Preliminary Notes : See Preliminary Notes on E-Filing of eForm 1 with
MoA, AoA, eForms 18 & 32, Instructions for Filling of E-Form 1, List of Main Divi-
sions of Industrial Activities, State-wise Stamp Duty Rates for eForms 1, MoA and
AoA & E-Stamp Duty mandatory through MCA-21 (w.e.f. 12-9-2009), Registration
Fees, Filing Fees & in eMode/Challan mode (w.e.f. 29-5-2011), User Guide on Pay-
ing MCA-21 Fees & e-Stamp Duty via NEFT & Steps to Register a New Company
on the MCA-21 portal, dealt with earlier in this Chapter