The Companies (Incorporation) Amendment Rules, 2021

MINISTRY OF CORPORATE AFFAIRS
NOTIFICATION
New Delhi, the 25th January, 2021

G.S.R. 44(E).—In exercise of the powers conferred by section 3, sub-section (1) of section 7 and
sub-sections (1) and (2) of section 469 of the Companies Act, 2013 (18 of 2013), the Central Government
hereby makes the following rules further to amend the Companies (Incorporation) Rules, 2014, namely: –
1. (1) These rules may be called the Companies (Incorporation) Amendment Rules, 2021.
(2) They shall come into force on the date of their publication in the official Gazette.
2. In the Companies (Incorporation) Rules, 2014, in Rule 41,-
(a) in sub-rule (6),
(i) in clause (c), for the words, brackets and figure “sub-rule (6)” the words, brackets and letter “clause (b)”
shall be substituted;
(ii) clause (d) shall be omitted;
(iii) the existing sub-rules (9), (10), (11) shall be renumbered as sub-rules (7), (8) and (9) respectively;
(b) for sub-rule (7) as so renumbered, the following sub-rule shall be substituted with the following
rule, namely:-
“(7) (i) Where an objection has been received or Regional Director on examining the application has
specific objection under the provisions of the Act, the same shall be recorded in writing and the Regional
Director shall hold a hearing or hearings within a period of thirty days as required and direct the company
to file an affidavit to record the consensus reached at the hearing, upon executing which, the Regional
Director shall pass an order either approving or rejecting the application along with the reasons within
thirty days from the date of hearing.
(ii) In case where no consensus is received as referred in clause (i), the Regional Director may approve the
conversion, if he is satisfied having regard to all the circumstances of the case, that the conversion would
[भाग II—खण् ड 3(i)] भारत का रािपत्र : ऄसाधारण 3
not be against the interests of the company or is not being made with a view to contravene or to avoid
complying with the provisions of the Act, with reasons to be recorded in writing:
Provided that the conversion shall not be allowed if any inquiry, inspection or investigation has been
initiated against the company or any prosecution is pending against the company under the Act.”.

[F. No. 1/13/2013 CL-V, Vol.III]
K.V.R. MURTY, Jt. Secy.