Tag: Foreign Direct Investment

Management Notes

Subscription of Shares, Minimum Subscription, Over-Subscription, Under Subscription

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Subscription of shares refers to the process where investors apply for shares issued by a company. When a company offers shares to the public through an Initial Public Offering (IPO) or other methods, investors submit applications to purchase them. Based on demand, the company may receive full, over, or under-subscription. Full subscription means the exact number of shares offered is applied for, over-subscription occurs when demand exceeds supply, and under-subscription happens when applications are fewer than the issued shares. Companies allocate shares based on predefined criteria, ensuring fair distribution among investors while adhering to regulatory guidelines.

Minimum Subscription of Shares:

The minimum subscription of shares refers to the minimum number of shares that a company must sell to raise a certain amount of capital to proceed with an issue, whether through an Initial Public Offering (IPO), Follow-on Public Offering (FPO), or any other public offering. This minimum subscription amount is typically defined in the prospectus and is a regulatory requirement, ensuring that the company has sufficient investor interest to justify proceeding with the issue.

In India, for instance, the minimum subscription requirement for public offerings is usually 90% of the total issue size. If the company fails to achieve this minimum subscription level, the issue is considered unsuccessful, and the funds collected (if any) must be refunded to the investors. This safeguard protects investors from getting involved in companies that may lack sufficient investor confidence or face difficulties in raising the required capital.

The concept of minimum subscription ensures that the company has a strong foundation of capital to fund its operations or expansion. It also prevents situations where the company might not have enough funds to cover operational or project expenses, thus providing a level of financial security.

Moreover, achieving minimum subscription enhances the credibility of the company in the eyes of investors and regulators, as it demonstrates market confidence in its business model and financial stability.

Over-Subscription of Shares:

Over-subscription occurs when the demand for shares in an initial public offering (IPO) or any other public share issue exceeds the number of shares offered by the company. This situation indicates high investor interest in the company’s shares, often due to favorable market conditions, strong company performance, or investor confidence in the business’s future prospects.

When an issue is over-subscribed, investors apply for more shares than what is available. For example, if a company issues 1,00,000 shares, and investors apply for 2,00,000 shares, the issue is considered over-subscribed by 100%. This scenario usually results in the company having to make decisions on how to allocate shares fairly among investors.

In cases of over-subscription, companies may use various methods to allocate shares, such as:

  1. Pro-rata Basis: Shares are allocated in proportion to the number of shares applied for by each investor. If an investor applied for 100 shares and the issue was over-subscribed by 2:1, they would receive only 50 shares.

  2. Lottery System: In some cases, especially when demand far exceeds supply, a lottery system is used to randomly allocate shares to applicants.

  3. First-Come, First-Served: Shares may be allotted based on the order in which applications are received, with early applications being given priority.

Under Subscription of Shares:

Under subscription occurs when a company issues shares to the public, but the total number of shares applied for is less than the number offered. This indicates low investor demand, possibly due to high pricing, poor market conditions, or weak company reputation. Unlike oversubscription (excess demand), under subscription means the company fails to raise the intended capital.

To resolve this, companies may extend the subscription period, revise the offer price, or rely on underwriters (if any) to purchase the remaining shares. If the minimum subscription (as per regulatory requirements) is not met, the issue may be canceled, and application money refunded. Under subscription can negatively impact the company’s market perception and future fundraising prospects.

Features of Under Subscription:

  • Lower Capital Raised

Under subscription means the company cannot collect the full projected capital, forcing it to seek alternative funding (e.g., loans, private placements). This may delay expansion plans or increase financial risk due to reliance on debt.

  • Underwriter’s Role Becomes Critical

If shares are underwritten, the underwriter must purchase the unsubscribed shares, ensuring the company receives the intended funds. This safety net comes at a cost (underwriting commission).

  • Regulatory Compliance Issues

Companies must meet minimum subscription requirements (e.g., 90% in some jurisdictions). Failure may force refunds and cancellation, requiring re-filing with regulatory bodies (e.g., SEBI, SEC).

  • Negative Market Sentiment

Low subscription signals weak investor confidence, potentially lowering share prices in secondary markets. It may also affect future IPO prospects and credit ratings.

  • Extended or Revised Offer

Companies may reprice shares or extend the subscription period to attract investors. However, this delays capital availability and increases administrative costs.

  • Impact on Share Allotment

Since demand is below supply, all applicants receive full allotment (no proportional distribution). This contrasts with oversubscription, where allotment is partial.

Bangalore University BBA Notes

Indian Financial System Bangalore University BBA 4th Semester NEP Notes

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Unit 1 Overview of Financial System
Introduction to Financial System, Features VIEW
Constituents of Financial System VIEW
Financial Institutions VIEW VIEW
Financial Services VIEW VIEW
Financial Markets VIEW VIEW
Financial Instruments VIEW VIEW
VIEW VIEW
Unit 2 Financial Institutions
Financial Institutions, Characteristics VIEW
Broad Categories:
Money Market Institutions VIEW VIEW
Capital Market Institutions VIEW VIEW
Objectives and Functions of Industrial Finance Corporation of India VIEW
Industrial Development Bank of India VIEW
State Financial Corporations VIEW
Industrial Credit and Investment Corporation of India VIEW
EXIM Bank of India VIEW VIEW
National Small Industrial Development Corporation VIEW
National Industrial Development Corporation VIEW
RBI Measures for NBFCs VIEW VIEW
Unit 3 Financial Services
Financial Services, Meaning, Objectives, Functions, Characteristics VIEW
Types of Financial Services VIEW
**Fund based Services and Fee based Services VIEW
**Factoring Services VIEW
Merchant Banking: Functions and Operations VIEW VIEW
Leasing VIEW
Mutual Funds VIEW VIEW
Venture Capital VIEW
Credit Rating VIEW VIEW
Unit 4 Financial Markets and Instruments
Meaning and Definition, Role and Functions of Financial Markets VIEW VIEW
Constituents of Financial Markets VIEW
Money Market Instruments VIEW
Capital Market and Instruments VIEW VIEW
SEBI guidelines for Listing of Shares VIEW VIEW
Issue of Commercial Papers VIEW
Unit 5 Stock Markets
Meaning of Stock, Nature and Functions of Stock Exchange VIEW VIEW
Stock Market Operations VIEW VIEW
Trading, Settlement and Custody (Brief discussion on NSDL & CSDL) VIEW VIEW
BSE, NSE, OTCEI VIEW VIEW
Bangalore University B.com Notes

Company Law and Administration Bangalore University B.com 3rd Semester NEP Notes

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Unit 1 Indian Companies Act 2013 [Book]
Introduction to Company Law, Evolution VIEW VIEW
Nature of Joint Stock Company VIEW VIEW
Overview of Companies Act 2013, Objectives, Significance of Companies Act 2013 VIEW
Body Corporate Meaning, Features VIEW
Classification of Companies VIEW
Distinction between Private Company and Public Company VIEW
Doctrine of Lifting the veil of Corporate entity VIEW
CSR Meaning, Scope VIEW
Provisions for CSR Activities under Schedule VII of the Companies Act 2013 VIEW

 

Unit 2 Formation of a New Company [Book]
Stages in Formation of a company as per Companies Act 2013 VIEW
Documents required for the formation of company VIEW
Memorandum of Association Meaning, Definition, Purpose and Content of Memorandum of Association VIEW
Articles of Association: Meaning, Definition, Contents and Alteration of Articles of Association VIEW
Distinction between Memorandum of Association and Articles of Association VIEW
Doctrine of Ultravires VIEW
Doctrine of Constructive notice and Doctrine of Indoor Management VIEW
Prospectus Meaning, Definition, Contents VIEW
Types and Registration of Prospectus VIEW
Statement in lieu VIEW
Misstatement in prospectus and its consequences VIEW

 

Unit 3 Capital Structure and Accounts of Companies [Book]
Share Capital Meaning, Definition VIEW
Types of Share Capital VIEW VIEW
Rules Regarding Issue of Shares VIEW
Distinction between Preference shares and equity shares VIEW
Debenture Meaning, Definition, Types VIEW
Rules Regarding Issue of Debenture VIEW VIEW VIEW
Distinction between Share and Debenture VIEW
Accounts of companies: Statutory books and Financial Statements VIEW

 

Unit 4 Administrative and Managerial role of a Company [Book]
Overview of Administrative and Managerial role, Key Managerial Personnel: VIEW
Director Meaning, Definition, Director Identification Number, Position, Rights VIEW
Director Liabilities VIEW
Director Duties, Power VIEW
Director Qualification, Disqualification VIEW
Director Appointment, Removal and Resignation of director VIEW
Meaning and role of Managing Director VIEW
Whole Time Directors VIEW
C-suite Executives, CEO, CFO, COO, CTO, CKO, CRO and CIO VIEW
Resident Director, Independent Director VIEW
Women Director VIEW
Company Secretary Meaning, Definition, Appointment of Company Secretary, Functions of CS, Duties and Responsibilities VIEW
VIEW
Audit Committee: Meaning and Functions of Audit Committee VIEW
VIEW

 

Unit 5 Corporate Meeting [Book]
Introduction to Corporate Meeting Meaning, Definitions and Types VIEW
VIEW
Proceedings under Section 118 of the Companies Act 2013 VIEW
Requisite of Valid Meeting:
Notice VIEW VIEW
Agenda VIEW
Chairman VIEW VIEW
Quorum VIEW
Proxy VIEW
Resolutions VIEW
Minutes VIEW
Postal Ballot, E- voting VIEW
Video Conferencing VIEW
Board of Directors (BODs) Meaning, Definitions, Board Meeting, Committee Meeting VIEW
Meeting of Board of Directors (BODs) VIEW
Winding Up of Company Meaning, Definition and Modes of Winding up VIEW
Official Liquidator Meaning, Powers and Duties VIEW
Consequences of Winding up of a Company VIEW
Bangalore University B.com Notes

Corporate Accounting Bangalore University B.com 3rd Semester NEP Notes

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Unit 1 Issue of Shares [Book]
Shares Introduction, Meaning, features VIEW
Types of shares VIEW
Issue of shares VIEW VIEW
Subscription of shares, Minimum subscription, Over subscription VIEW
Pro-Rata allotment of Shares VIEW
Book Building procedure for issue of shares VIEW
Problems related to Journal entries on issue of shares at par, premium and discount VIEW
Unit 2 Underwriting of Shares [Book]
Introduction, Meaning and Need for underwriting VIEW
Advantages of Underwriting VIEW
SEBI Regulations regarding Underwriting VIEW
Underwriting Agreement VIEW
Underwriting Commission VIEW
Underwriter, Functions of Underwriter VIEW
Types of Underwriting VIEW
Marked and Unmarked Applications VIEW
Problems on determination of Liability of Underwriters VIEW
Underwriting Process VIEW
Unit 3 Valuation of Goodwill [Book]
Meaning, Circumstances, Factors of Valuation of Goodwill VIEW
Methods of Valuation of Goodwill:
Average Profit Method of Valuation of Goodwill VIEW
Super Profit Method of Valuation of Goodwill VIEW
Capitalization of Super Profit average Profit Method of Valuation of Goodwill VIEW
Annuity Method of Valuation of Goodwill VIEW
Capitalization of Profit Method VIEW
Annuity Method VIEW
Brand Meaning and features VIEW VIEW
Factors influencing value of brand VIEW
Circumstances of valuation of brand VIEW
Intellectual Property Rights (IPR): Meaning and features VIEW
Factors influencing value of IPR VIEW
Circumstances of valuation of IPR VIEW
Patents Meaning and features VIEW VIEW
Factors influencing value of patents VIEW
Circumstances of valuation of patent VIEW
Unit 4 Valuation of Shares [Book]
Meaning, Need for Valuation of Shares VIEW
Factors Affecting Valuation of Shares VIEW
Methods of Valuation:
Intrinsic Value Method of Shares VIEW
Yield Method of Shares VIEW
Earning Capacity Method of Shares VIEW
Fair Value of shares VIEW
Rights Issue VIEW
Valuation of Rights Issue VIEW
Valuation of Share Warrant VIEW
Unit 5 Company Final Accounts [Book]
Statutory Provisions regarding preparation of Company Final Accounts VIEW
Treatment of Special Items VIEW
Tax deducted at source VIEW
Advance payment of Tax VIEW
Provision for Tax VIEW
Depreciation VIEW
Interest on debentures VIEW
Dividends VIEW
Rules regarding payment of dividends VIEW
Transfer to Reserves VIEW
Preparation of Profit and Loss Account and Balance Sheet in vertical form VIEW
Management Notes

Director General of Employment and Training

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The organization primarily looks after the operation of employment exchanges, industrial training institutes, vocational guidance programme and some other institutions. The activities of the directorate are essentially governed by the policies, standards and procedures set by the central directorate general, employment and training. Other activities of the organization include employment market information, vocational rehabilitation centers, and training of handicapped groups such as women and physically handicapped. The training wing of the department also looks after the implementation of the apprentices act, 1961. Generally, the directorate functions independently of the organizing of labour commissioner.

Management Notes

Director General of Factory Advice Service

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The office of the Chief Adviser of factories, which is now called Directorate General, Factory Advice Service and Labour Institutes, was setup in 1945 with the objective of advising Central and State Governments on administration of the Factories Act and coordinating the factory inspection services in the States. The Directorate General, Factory Advice and Labour Institutes (DGFASLI) comprises:

  • Headquarters situated in Mumbai
  • Central Labour Institute in Mumbai
  • Regional Labour Institutes in Chennai, Kanpur, Kolkata and Faridabad.

The DGFASLI is an attached office of the Ministry of Labour & Employment, Government of India and serves as a technical arm to assist the Ministry in formulating national policies on occupational safety and health in factories and docks. It also advises factories on various problems concerning safety, health, efficiency and well – being of the persons at work places.

Objectives of DGFASLI

  • To provide technical advice and service to the Central and State Governments, and workplaces including factories and ports on matters related to safety, health and welfare of workers.
  • To develop legislations, standards, guidelines and codes of practices consistent with international instruments/standards on Safety, Health and Environment at workplaces.
  • To conduct studies, surveys and audits in the field of Occupational Safety and Health (OSH)
  • To enforce and promote Safety, Health and Environment in major ports in India.
  • To become a national repository of information on OSH and to promote OSH at workplaces.
  • To conduct seminars, workshops and training programmes on OSH
  • To encourage and provide best practices in the field of OSH.
  • To establish and develop research and development in the area of OSH and risk management.
  • To operate Award Schemes such as PMSA, VRP and NSA
Management Notes

Speculation v/s Arbitration v/s Hedging

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Arbitrage

Arbitrage is the act of buying and selling an asset simultaneously in different markets to profit from a mismatch in prices. Arbitrage opportunities arise due to the inefficiency of the markets. Arbitrage is a common practice in currency trade and stocks listed on multiple exchanges. For instance, suppose the shares of company XYZ are listed on the National Stock Exchange in India as well as the New York Stock Exchange in the US. On certain occasions, there will be a mismatch in the share price of XYZ on the NSE and NYSE due to currency fluctuations. Ideally, after considering the exchange rate, the share price of XYZ on both the exchanges should be the same. However, stock movements, the difference in time zones and exchange rate fluctuations create a temporary mismatch in prices. Seizing the opportunity, arbitrage traders buy on the exchange where the share price is lower and sell the same quantity on the exchange with the higher share price.

Arbitrage opportunities are very short-lived as markets have been designed to be highly efficient. Once an arbitrage opportunity is used, it quickly disappears as the mismatch is corrected. While arbitrage is more common in identical instruments, many traders also take advantage of a predictable relationship between instruments. Generally, the price of a mismatch is exceedingly small. To profit from a small price differential, traders must place large orders to generate adequate profits. If executed properly, arbitrage trades are relatively less risky; however, a sudden change in the exchange rate or high trading commission can make arbitrage opportunities unfeasible.

Speculation

Every trade is based on the expectation of the investor. The markets function only because someone is willing to buy and someone on the other end is willing to buy. The seller generally expects the price to fall and sells to monetise his profit, while the buyer expects the price to rise and hence enters the counter to generate returns. Speculation is the broad term for trading based on expectation, assumption or hunch. The speculation involves considerable risk of loss. The primary driver of speculation is the probability of earning significant profits. Speculation is not limited to financial instruments; it is common in other assets also. For instance, speculation is common in the real estate market. Extreme speculation leads to the formation of asset bubbles like the dot com bubble in the early 2000s and tulip bubble in medieval times. The profit margin can be high in speculative trades, so even small traders can trade based on speculation.

Arbitrage vs speculation

Arbitrage and speculation are two different financial strategies. The major differences between arbitrage vs speculation are the size of the trade, time duration, risk and structure. Only large traders can take advantage of arbitrage opportunities as they are short-lived, and the profit margin is small which requires scale. Speculation doesn’t have any such limitations; even small traders can place bets based on speculation. Speculative trades can last anywhere from a few minutes to several months, but the same cannot be said about arbitrage trades. Arbitrage opportunities arise due to market inefficiencies and disappear as soon as someone utilises it. Arbitrageurs buy and sell the same asset simultaneously. The simultaneous nature of arbitrage trade limits the risk for the trader. On the other hand, the risk of loss remains high in the case of speculative trade as speculative price movements are based on the assumption of many people.

Arbitrageurs

Arbitrage is the simultaneous purchase and sale of equivalent assets at prices which guarantee a fixed profit at the time of the transactions, although the life of the assets and, hence, the consummation of the profit may be delayed until some future date. The key element in the definition is that the amount of profit be determined with certainty. It specifically excludes transactions which guarantee a minimum rate of return but which also offer an option for increased profits. Arbitrageurs are in business to take advantage of a discrepancy between prices in two different markets (Eg : NSE and BSE) . If, for example, they see the futures price of an asset getting out of line with the cash price, they will take offsetting positions in the two markets to lock in a profit.

Hedgers

Hedging is the simultaneous purchase and sale of two assets in the expectation of a gain from different subsequent movements in the price of those assets. Usually the two assets are equivalent in all respects except maturity. Hedgers face risk associated with the price of an asset. They use futures or options markets to reduce or eliminate this risk.

Speculators

Speculation is the purchase or sale of an asset in the expectation of a gain from changes in the price of that asset. Speculators wish to bet on future movements in the price of an asset. Futures and options contracts can give them an extra leverage; that is, they can increase both the potential gains and potential losses in a speculative venture. Day traders are speculators. NB : While Hedgers look to protect against a price change, speculators look to make profit from a price change. Also, the hedger gives up some opportunity in exchange for reduced risk. The speculator on the other hand acquires opportunity in exchange for taking on risk.

Management Notes

Can Speculation / Arbitration / Hedging mitigate financial risk for Companies?

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Some financial risks can be shared through financial instruments known as derivatives, futures contracts or hedging. For example, exposure to foreign exchange risk can be mitigated by swapping currency requirements with another market participant. Equally other risks such as interest rate risk can be managed through the use of derivatives. These arrangements are usually managed under the common terms set out in the International Swaps and Derivatives Association (ISDA) master agreement.

Hedging arrangements will influence the cost of debt, and the breakage costs to be included in termination compensation. Hedge counterparties, or possibly a hedging bank, will be a party to the intercreditor agreement to formalize the sharing of security and arrangements on default. To the extent that hedge counterparties benefit from project security, in theory their hedges should also be limited recourse. Similarly, if hedge counterparties get paid out if they suffer a loss when they close out their hedge, then lenders will argue that they should share any windfall profits. These issues will be addressed in the intercreditor arrangements.

Derivatives are used in many functions in project finance transactions, including

  • Interest rate swaps: To manage movements in exchange rates to convert variable rate debt to fixed rate debt;
  • Currency swaps: To manage movements in currency exchange rates; and
  • Commodity derivatives: To fix the price of commodities over time.

The offtake purchaser may agree to bear interest rate risk, by indexing part of its tariff to cost of debt. However, such tariff adjustments to account for interest rate fluctuations are unlikely to be applied at the speed at which interest rate fluctuations can arise, creating a mismatch risk. Guarantees and other credit enhancement mechanisms can be used to mobilize fixed rate debt.

Management Notes

Procedures of Recording Shares

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The share capital of a company is the number of funds that a company can raise by the allotment of shares of its company but not exceeding the maximum amount mentioned in the memorandum of the company. When a company proposes to increase its subscribed capital by further issue of shares, then it can either issue equity or preference shares through the rights issue, preferential allotment or private placement of shares.

However, Article of Association of the Company must not restrict the right to make such allotment and also the authorise capital of the company must have the limit to allot the required shares. The procedure for allotment of shares can be time-consuming with the need to meet compliance at every step. You can avail affordable plans offered by Provenience to complete the process with ease.

Pursuant to the provisions of Section 42 & section 62 of the Companies Act, 2013, and the rules made thereunder, shares can be issued on the basis of Rights Issue, Private Placement & Preferential Allotment.

Under Right Issue, with the approval of the Board, shares are issued to the existing shareholders of the Company in the proportion of their current existing shareholding by issuing a Letter of Offer in this regard. The offer shall be open for a period not less than 15 days & not exceeding 30 days along with the right of renunciation. This offer period can be reduced in case of a Private Company with the consent of ninety percent, of the members of the Company. The offer letter shall be dispatched through registered post or speed post or through electronic mode or courier or any other mode having proof of delivery to all the existing shareholders at least three days before the opening of the issue.

Private placement of shares is governed by Section 42 of the Companies Act, 2013 read with rules framed thereunder. With the approval of the members via Special Resolution, Shares are allotted to a selected group of persons by the issue of Private Placement Offer Letter (PPOL) which does not carry any right of renunciation. The subscription money must be paid either by cheque or demand draft or other banking channel and not by cash and be kept in a separate bank account in a scheduled bank. An offer or invitation to subscribe securities under private placement shall not be made to persons more than two hundred in the aggregate in a financial year. A complete record of private placement offers shall be prepared in Form PAS-5.

Whereas, Preferential allotment refers to the allotment to any person being an existing shareholder or an outsider, either for cash or for a consideration other than cash. The price of such shares shall be determined by the Valuation Report. Rest of the practical procedure for the preferential allotment of shares is more or less similar to that of private placement.

Management Notes

Statutory obligation, Legal Procedure for establishment of NGO, Online & Offline, NGO Registration process, Documentation, Eligibility to start an NGO

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Different types of NGO Laws in India

The following laws would be applicable for NGO registration in India:

Trust: It is a public charitable institution registered under the Charity Commissioner’s office having jurisdiction over the state. Maharashtra has adopted the Bombay Public Trust Act, 1950, which has become a model for the various other states. The law that regulates trusts are the Indian Trusts Act, 1882.

Societies: According to the Societies Registration Act, 1860, states have adopted their version from the model Societies Act, 1860. A society is considered as an independent form of organization. It has broad membership, which elects a governing body periodically for managing the affairs of the society. The body is accountable to members. There are multiple types of societies that may be registered under the Act which includes:

  • Charitable societies;
  • Societies which are established for the promotion of science, literature, or fine arts, education; and
  • Public Art Museums, and galleries, and certain other types of museums.

Company: A Company has been described under the Companies Act, 2013. The Act permits “Section 8 companies” to be formed. According to the Act, Section 8 Companies are those which are formed for the purpose of art, religion, charity, and other useful objects. Internal governance of Section 8 Company is similar to that of a society. The members of the committee or governing council are elected by the members of the Charitable Company. A section 8 company can be dissolved. The registration process takes time and requires the memorandum of association and articles of association that has to be submitted with the ROC (registrar of companies).

Trade Union: According to the Trade Union Act, 1926, a Trade Union is defined as temporary or permanent combination formed to regulate and control the relations of employees and employers.

Multi-State Co-operative Societies: The Multi-State Co-operative Societies Act, 2002 has substituted the previous Act of 1984. The Act provides for the compliance of both primary and federal co-operatives.

Legal compliances of NGO

There are various legal compliances of the NGO are as follows:

  • Permanent Account Number (PAN): This is a unique alphanumeric combination issued to all the juristic entities- identifiable under the Income Tax Act, 1961. The PAN number is used as the national identification number.
  • Tax Deduction Number (TAN): It is the Tax Deduction and Collection Account Number. It is a ten digit alpha-numeric number required to be obtained by all the individuals who are responsible for deducting or collecting tax (TDS) at source. The TAN number is required to be quoted at the following places:
  1. A challan depositing the tax so deducted,
  2. A certificate issued against the tax deducted,
  3. All returns furnished in respect of the tax deducted at source, etc.

Legal Procedure for establishment of NGO, Online & Offline

Non-Governmental Organization (NGO) is an entity that works for charitable purposes. NGO is known as a not-for-profit making organization that works towards the promotion of arts, science, sports, education, research, social welfare, religion, charity, and more. NGOs in India are of various types which are registered under Trust Act, Society Registrations Act, or the Companies Act.

NGO is registered in the form of Section 8 Company under the Companies Act, 2013. Companies registered under this act are all not-for-profit and charitable trusts. The only difference between a trust or society and NGO is that the latter is registered under the Ministry of Corporate Affairs (MCA).

Before Applying for NGO Registration

Obtain Digital Signature Certificate (DSC)

Proposed directors are supposed to provide Digital Signatures, as the registration forms are to be digitally signed before filing the form online. Certifying agencies under the Government of India issue Digital Signature Certificate (DSC). Applicants need to obtain either Class 2 or Class 3 category of DSC. The fees for obtaining DSC vary and depend on the certifying agency.

Apply for Director Identification Number (DIN)

Applicants are required to apply for a DIN for the proposed directors of the company. Filling of application Form DIR-3 helps in the allotment of DIN. Scanned documents like self-attested copies of PAN, identity, and address proof of directors are to be submitted along with the application form. The application form can be submitted online on the Ministry of Corporate Affairs (MCA) portal. The documents are required to be attested by a practicing chartered accountant, company secretary, or cost accountant.

Steps to Register as an NGO

Step 1: The applicant needs to obtain a DSC of the proposed Directors of an NGO. After a DSC is obtained, file Form DIR-3 with the ROC to get a DIN.

Documents to attach for DIN application:

    Identity and Address Proofs: Passport, Voter’s ID card, Aadhar card, electricity bill, driving license, PAN card, house tax receipt, business address proof, society’s name, etc.

Step 2: After the approval of DIR-3, the respective ROC will allot a DIN to the proposed directors.

Step 3: Next the applicant needs to file Form INC-1 with the ROC to apply for a company name. Preference of 6 names can be applied from which one would be allotted by ROC, depending on the availability.

Step 4: After the approval from ROC, file Form INC-12 to apply for a license for an NGO

Documents to attach with INC-12:

  • Declaration, as per Form INC-14 (Declaration from CA)
  • Declaration, as per Form INC-15
  • Draft Article of Association (AOA) and Memorandum of Association (MOA) as per Form INC-13
  • Estimated Income & Expenditure for next 3 years

Step 5: After the Form’s approval, the NGO license will be issued in Form INC-16.

Step 6: After the applicant has obtained the NGO license, he/she needs to file SPICE Form 32 with ROC for incorporation. After the ROC has checked and verified the documents, it issues a Certificate of Incorporation with a unique Corporate Identification Number (CIN).

Eligibility to Start an NGO

  • Minimum 2 directors required if NGO is to be incorporated as a private limited company
  • Minimum of 3 directors required, in case of incorporation as a public limited company
  • The maximum number of members is 200, in the case of a private limited company
  • No member limit in case of a public limited company
  • No fee is charged if registering as an NGO

Forms Required for NGO Registration

  • DIR 12 Appointments of Directors
  • DIR 2 Consent of Directors
  • DIR 3 Application to ROC to get DIN
  • INC 1 Business name approval
  • INC 12 Applications for License
  • INC 13 Memorandum of Association
  • INC 14 Declaration from a practicing CA
  • INC 15 Declaration from each person making the application
  • INC 16 License to incorporate as NGO
  • INC 22 Situation of Registered Office
  • INC 7 Applications for Company’s Incorporation
  • INC 8 Declarations
  • INC 9 Affidavit from each director and subscriber
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