Aman, Raman and Shraman are three brothers. They are in the process of subscribing to the memorandum of association of a proposed new company, Glamour (Pvt.) Ltd. They have been asked to file an affidavit in this regard.
CS Executive · Company Law · PYQS · June 2016
Aman, Raman and Shraman are three brothers. They are in the process of subscribing to the memorandum of association of a proposed new company, Glamour (Pvt.) Ltd. They have been asked to file an affidavit in this regard. Stating the contents of the affidavit decide whether the affidavit has to be filed individually or jointly.
Answer & Explanation:
Affidavit by Subscribers to Memorandum of Association To advise Aman, Raman, and Shraman regarding the affidavit required for subscribing to the memorandum of association of Glamour (Pvt.) Ltd., we refer to the provisions of the Companies Act, 2013, and the Companies (Incorporation) Rules, 2014. Relevant Legal Provisions: Section 7(1)(c) of the Companies Act, 2013: This section requires that for the registration of a company, an affidavit must be filed by each of the subscribers to the memorandum and by each person named as the first director in the articles. The affidavit must state that: He is not convicted of any offence in connection with the promotion, formation, or management of any company. 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. 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. Rule 15 of The Companies (Incorporation) Rules, 2014: This rule specifies that for the purposes of clause (c) of sub-section (1) of section 7, the affidavit shall be submitted by each of the subscribers to the memorandum and each of the first directors named in the articles in Form No. INC.9 . Contents of the Affidavit (Form INC.9): The affidavit (to be given individually by the applicant) typically includes the following declarations: AFFIDAVIT (To be given individually by applicant) Name of the proposed company: [Glamour (Pvt.) Ltd.] I, [Name of Subscriber/First Director], being the subscriber to the memorandum/named as first director of the above-named proposed company, hereby solemnly declare and affirm that: I have not been convicted of any offence in connection with the promotion, formation or management of any company during the preceding five years; and I have 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 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 my knowledge and belief. Signature: [Signature of Subscriber/First Director] Date: [Date] Decision on Filing: Based on Rule 15, which explicitly states that the affidavit shall be submitted by each of the subscribers, it is clear that the affidavit has to be filed individually. Conclusion: Aman, Raman, and Shraman, as subscribers to the memorandum of Glamour (Pvt.) Ltd., must each file a separate affidavit (Form INC.9) individually, containing the declarations mentioned above. They cannot file a joint affidavit.
Topics: Incorporation
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