Based on the information given in the memorandum of association, Smart Ltd. was incorporated and the certificate of incorporation was issued by the Registrar of Companies, New Delhi. The memorandum of association was dul

Once the required documents have been delivered to the Registrar of Companies and the necessary fee paid, the Registrar, after satisfying himself, issues a certificate of incorporation. Certificate of incorporation constitutes the birth certificate of the company. A certificate of incorporate given by the Registrar in respect of any association shall be conclusive evidence that all the requirements of the Act have been complied with in respect of registration and matters precedent and incidental thereto, and that the association is a company authorized to be registered and duly registered under the Act. The certificate of incorporation is conclusive evidence that everything is in order as regards registration and that the company has come into existence from the earliest moment of the day of incorporation stated therein with rights and liabilities of a natural person, competent to enter into contracts [ Jubilee Cotton Mills Ltd. v. Lewis (1924) A.C. ]. The validity of the registration cannot be questioned after the issue of the certificate. Hence, Certificate of Incorporation issued by the Registrar of Companies, New Delhi in the given case is quite valid and cannot be challenged.