Wednesday 13 December 2006
The oral cavity (mouth) and the upper part of the throat (pharynx) have roles in many important functions, including breathing, talking, chewing, and swallowing. The mouth and upper throat are sometimes referred to as the oropharynx. The important structures of the mouth and upper throat include the following:
•Inside lining of the cheeks (buccal mucosa)
•Floor of the mouth
•Back of the throat, including the tonsils (oropharynx)
•Roof of the mouth (the bony front part [hard palate] and the softer rear part [soft palate])
•Area behind the wisdom teeth
Many different cell types make up these different structures. Cancer occurs when normal cells undergo a transformation whereby they grow and multiply without normal controls.
•As the cells multiply, they form small abnormalities called lesions. Eventually, they form a mass called a tumor.
•Tumors are cancerous only if they are malignant. This means that, because of their uncontrolled growth, they encroach on and invade neighboring tissues.
•Malignant tumors may spread to neighboring tissues by direct invasion or by traveling along lymphatic vessels and nerves or through the blood stream.
•They may also travel to remote organs via the bloodstream.
•This process of invading and spreading to other organs is called metastasis.
•Tumors overwhelm surrounding tissues by invading their space and taking the oxygen and nutrients they need to survive and function.
Tumors in the mouth and throat include both benign and malignant types.
•Benign tumors, although they may grow and penetrate below the surface layer of tissue, do not spread by metastasis to other parts of the body.
•Benign tumors of the oropharynx are not discussed here.
Premalignant conditions are cell changes that are not cancer but which may become cancer if not treated.
•Dysplasia is another name for these precancerous cell changes.
•Dysplasia can be detected only by taking a biopsy of the lesion. This means to collect a tiny sample of the abnormal area.
•Examining the dysplastic cells under a microscope indicates how severe the changes are and how likely the lesion is to become cancerous.
•The dysplastic changes are usually described as mild, moderately severe, or severe.
The 2 most common kinds of premalignant lesions in the oropharynx are leukoplakia and erythroplakia.
•Leukoplakia is a white or whitish area. It can often be easily scraped off without bleeding. Only about 5% of leukoplakias are cancerous at diagnosis or will become cancerous within 10 years if not treated.
•Erythroplakia is a raised, red area. If scraped, it may bleed. Erythroplakia is generally more severe than leukoplakia and has a higher chance of becoming cancerous over time.
•These are often detected by a dentist at a routine dental examination.
Several types of malignant cancers occur in the mouth and throat.
•Squamous cell carcinoma is by far the most common type, accounting for more than 90% of all cancers. These cancers start in the squamous cells, which form the surface of much of the lining of the mouth and pharynx. They can invade deeper layers below the squamous layer.
•Other less common cancers of the mouth and throat include minor salivary gland tumors and lymphoma.
•Cancers of the mouth and throat do not always metastasize, but those that do usually spread first to the lymph nodes of the neck. From there, they may spread to more distant parts of the body.
About 27,700 new cases of oral cancer will be diagnosed in the United States in 2003. Approximately 7,200 people will die of these cancers during the same period.
•The incidence and death rates attributable to oral cancers have been gradually decreasing over the past 20 years.
•Cancers of the mouth and throat occur in twice as many men as women.
•These cancers can develop at any age but occur most frequently in people aged 45 years and older.
•Incidence rates of mouth and throat cancers vary widely from country to country. These variations are due to differences in risk factor exposures.
Tobacco use is by far the most common risk factor for cancers of the mouth and throat. Both smoking and “smokeless” tobacco (snuff and chewing tobacco) increase the risk of developing cancer in the mouth or throat.
•All forms of smoking are linked to these cancers, including cigarettes, cigars, and pipes. Tobacco smoke can cause cancer anywhere in the mouth and throat as well as in the lungs, the bladder, and many other organs in the body. Pipe smoking is particularly linked with lesions of the lips, where the pipe comes in contact with the tissue.
•Smokeless tobacco is linked with cancers of the cheeks, gums, and inner surface of the lips. Cancers caused by smokeless tobacco use often begin as leukoplakia or erythroplakia.
Other risk factors for mouth and throat cancer include the following:
•Alcohol use: At least three quarters of people who have a mouth and throat cancer consume alcohol frequently. People who drink alcohol frequently are 6 times more likely to develop one of these cancers. People who both drink alcohol and smoke often have a much higher risk than people who use only tobacco alone.
•Ultraviolet light exposure: People who spend a lot of time in sunlight, such as those who work outdoors, are more likely to have cancer of the lip.
•Chewing betel nut, a prevalent practice in India and other parts of South Asia, has been found to result in mucosa carcinoma of the cheeks. Mucosa carcinoma accounts for less than 10% of oral cavity cancers in the United States but is the most common oral cavity cancer in India.
•Human papillomavirus (HPV) infection: Several strains of HPV are associated with cancers of the cervix, vagina, vulva, and penis. The link between HPV and oral cancers is not known, but HPV infection is believed to increase the risk of oral cancers in some people.
These are risk factors that can be avoided in some cases. For example, you can choose to not smoke, thus lowering your risk of mouth and throat cancer. The following risk factors are outside of your control:
•Age: The incidence of mouth and throat cancers increases with advancing age.
•Sex: Mouth and throat cancer is twice as common in men as in women. This may be related to the fact that more men than women use tobacco and alcohol.
The relationship between these risk factors and an individual’s risk is not well understood. Many people who have no risk factors develop mouth and throat cancer. Conversely, many people with several risk factors do not. In large groups of people, these factors are linked with higher incidence of oropharyngeal cancers.
Mouth and Throat Cancer Symptoms
People with an oropharyngeal cancer may notice any of the following symptoms:
•A painless lump on the lip, in the mouth, or in the throat
•A sore on the lip or inside the mouth that does not heal
•A painless white or red patch on the gums, tongue, or lining of the mouth
•Unexplained pain, bleeding, or numbness inside the mouth
•A sore throat that does not go away
•Pain or difficulty with chewing or swallowing
•Swelling of the jaw
•Hoarseness or other change in the voice
•Pain in the ear
These symptoms are not necessarily signs of cancer. They may be caused by many other less serious conditions.
When to Seek Medical Care
If you have any of the symptoms of head and neck cancer, make an appointment to see your primary care provider or your dentist right away.
Exams and Tests
Cancers of the mouth and throat are often found on routine dental examination. If your dentist should find an abnormality, he or she will probably refer you to a specialist in ear, nose, and throat medicine (an otolaryngologist) or recommend that you see your primary health care provider right away.
If you have symptoms that suggest a possible cancer, or if an abnormality is found in your oral cavity or pharynx, your health care provider will immediately begin the process of identifying the type of abnormality.
•The goal will be to rule out or confirm the diagnosis of cancer.
•He or she will interview you extensively, asking questions about your medical and surgical history, the medications you take, your family and work history, and your habits and lifestyle, focusing on the risk factors for oropharyngeal cancers.
At some point during this process, you will probably be referred to a physician who specializes in treating cancers of the mouth and throat.
•Many cancer specialists (oncologists) specialize in treating cancers of the head and neck, which includes cancers of the oropharynx.
•It is your right to seek treatment where you wish.
•You may want to consult with two or more specialists to find one who makes you feel most comfortable.
You will undergo a thorough examination of the head and neck to look for lesions and abnormalities. A mirror exam and/or an indirect laryngoscopy (see below for explanation) will most likely be done to view areas that are not directly visible on examination, such as the back of the nose (nasopharyngoscopy), the throat (pharyngoscopy), and the voice box (laryngoscopy).
•The indirect laryngoscopy is performed with the use of a thin, flexible tube containing fiberoptics connected to a camera. The tube is moved through the nose and throat and the camera sends images to a video screen. This allows your physician to see any hidden lesions.
•In some cases, a panendoscopy may be necessary. This includes endoscopic examination of the nose, throat, and voice box as well as the esophagus and airways of the lungs (bronchi). This is done in an operating room while you are under general anesthesia. This gives the most exhaustive possible examination and can permit biopsies of areas suspicious for malignancy.
•The complete physical examination will look for signs of metastatic cancer or other medical conditions that could affect the diagnosis or treatment plan.
No blood tests can identify or even suggest the presence of a cancer of the mouth or throat. The appropriate next step is biopsy of the lesion. This means to remove a sample of cells or tissue (or the entire visible lesion if small) for examination.
•There are several techniques for taking a biopsy in the mouth or throat. The sample can be simply scraped from the lesion, removed with a scalpel, or withdrawn with a needle.
•This can sometimes be done in the medical office; other times, it needs to be done in a hospital.
•The technique is dictated by the size and location of the lesion and by the experience of the person collecting the biopsy.
•If you have a mass in your neck, that may be sampled as well, usually by fine-needle aspiration biopsy.
After the sample(s) is removed, it will be examined by a doctor who specializes in diagnosing diseases by examining cells and tissues (pathologist).
•The pathologist looks at the tissue under a microscope after treating it with special stains to highlight certain abnormalities.
•If the pathologist finds cancer, he or she will identify the type of cancer and report back to your health care provider.
If your lesion is cancer, the next step is to stage the cancer. This means to determine the size of the tumor and its extent, that is, how far it has spread from where it started. Staging is important because it not only dictates the best treatment but also your prognosis for survival after treatment.
•In oropharyngeal cancers, the stage is based on the size of the tumor, involvement of the lymph nodes in the head and neck, and evidence of spread to distant parts of the body.
•Like many cancers, cancers of the oral cavity and pharynx are staged as 0, I, II, III, and IV, with 0 being the least severe (cancer has not yet invaded the deeper layers of tissue under the lesion) and IV being the most severe (cancer has spread to an adjacent tissue, such as the bones or skin of the neck, to many lymph nodes on the same side of the body as the cancer, to a lymph node on the opposite side of the body, to involve critical structures such as major blood vessels or nerves, or to a distant part of the body).
Stage is determined from the following information:
•Physical examination findings
•Imaging studies - X-rays (including a Panorex, a panoramic dental x-ray), CT scan, MRI, and, occasionally, a nuclear medicine scan of the bones to detect metastatic disease
Mouth and Throat Cancer Treatment
After you have been evaluated by a surgical or radiation oncologist to treat your cancer, you will have ample opportunity to ask questions and discuss which treatments are available to you.
•Your doctor will present each type of treatment, give you the pros and cons, and make recommendations.
•Treatment for head and neck cancer depends on the type of cancer and whether it has affected other parts of the body. Factors such as your age, your overall health, and whether you have already been treated for the cancer before are included in the treatment decision-making process.
•The decision of which treatment to pursue is made with your doctor (with input from other members of your care team) and your family members, but ultimately, the decision is yours.
•Be certain you understand exactly what will be done and why, and what you can expect from your choices. With oral cancers, it is especially important to understand the side effects of treatment.
Like many cancers, head and neck cancer is treated on the basis of cancer stage. The most widely used therapies are surgery and radiation therapy. Chemotherapy is used in some advanced cases. Your treatment plan will be individualized for your specific situation.
•Your medical team may include an ear, nose, and throat surgeon; an oral surgeon; a plastic surgeon; and a specialist in prosthetics of the mouth and jaw (prosthodontist), as well as a specialist in radiation therapy (radiation oncologist) and medical oncology.
•Because cancer treatment can make your mouth sensitive and more likely to be infected, your doctor will probably advise you to have any needed dental work done before your treatment.
•Your team will also include a dietitian to ensure that you get adequate nutrition during and after your therapy.
•A speech therapist may be needed to help you recover your speech or swallowing abilities after treatment.
•A physical therapist may be needed to help you recover function compromised by loss of muscle or nerve activity from the surgery.
•A social worker, counselor, or member of the clergy will be available to help you and your family cope with the emotional, social, and financial toll of your treatment.
Your treatment falls into 2 categories: treatment to fight the cancer and treatment to relieve the symptoms of the disease and the side effects of the treatment (supportive care).
Surgery is the treatment of choice for early stage cancers and many later stage cancers. The tumor is removed, along with surrounding tissues, including but not limited to the lymph nodes, blood vessels, nerves, and muscles that are affected. For more information, see Surgery.
Radiation therapy involves the use of a high-energy beam to kill cancer cells.
•Radiation can be used instead of surgery for many stage I and II cancers, because surgery and radiation have equivalent survival rates in these tumors. In stage II cancers, tumor location determines the best treatment. The treatment that will have the fewest side effects is usually chosen.
•Stage III and IV cancers are most often treated with both surgery and radiation. The radiation is typically given after surgery. Radiation after surgery kills any remaining cancer cells.
•External radiation is given by precisely targeting a beam at the tumor. The beam goes through the healthy skin and overlying tissues to reach the tumor. These treatments are given at the cancer center. Treatments are usually given once a day, 5 days a week, for about 6 weeks. Each treatment takes only a few minutes. Giving radiation this way keeps the doses small and helps protect healthy tissues. Some cancer centers are experimenting with giving radiation twice a day to see if it increases survival rates.
•Unfortunately, radiation affects healthy cells as well as cancer cells. Damage to healthy cells accounts for the side effects of radiation therapy. These include sore throat, dry mouth, cracked and peeling lips, and a sunburn-like effect on the skin. It can cause problems with eating, swallowing, and speaking. You may also feel very tired during, and for some time after, these treatments. External beam radiation can also affect the thyroid gland in the neck, causing your level of thyroid hormone to be low. This can be treated.
•Internal radiation therapy (brachytherapy) can avoid these side effects in some cases. This involves implanting tiny radioactive "seeds" directly into the tumor or in the surrounding tissue. The seeds emit radiation that destroys tumor cells. This treatment takes several days, and you will have to stay in the hospital during the treatment.
Chemotherapy is the use of powerful drugs to kill cancer cells.
•Chemotherapy alone may shrink these tumors, but the effect does not last for long.
•In head and neck cancers, chemotherapy is used in combination with radiation therapy and surgery for large or extensive cancers and in combination with radiation therapy in other head and neck cancers depending on the site.
•The side effects depend on which drugs are given. Common side effects include nausea and vomiting, severe heartburn-type pain, diarrhea, hair loss, mouth sores, loss of appetite, fatigue or weakness, and increased risk of infection.
Treatment of recurrent tumors, like that of primary tumors, varies by size and location of the recurrent tumor. The treatment given previously is also taken into account. For instance, a site already treated by external radiation therapy may be difficult to treat a second time with external radiation.
Weight loss is a common effect in people with head and neck cancers. Discomfort from the tumor itself, as well as the effects of treatment on the chewing and swallowing structures and the digestive tract, often prevents eating.
Medications will be offered to treat some of the side effects of therapy, such as nausea, dry mouth, mouth sores, and heartburn.
You will probably see a speech therapist during and for some time after treatment. The speech therapist helps you learn to cope with the changes in your mouth and throat after treatment so that you can eat, swallow, and talk.
Oral surgery for cancer may be simple or very complicated. This depends on how far the cancer has spread from where it started.
•Cancers that have not spread can often be removed quite easily, with minimal scarring or change in appearance.
•If the cancer has spread to other structures, those structures must also be removed. This may include small muscles in the neck, lymph nodes in the neck, salivary glands, and nerves and blood vessels that supply the face. Structures of the jaw, chin, and face, as well as teeth and gums, may also be affected.
If any of these structures are removed, your appearance will change. The surgery will also leave scars that may be visible. These changes can sometimes be extensive. A plastic surgeon may take part in the planning or in the operation itself to minimize these changes. Reconstructive surgery may be an option to restore tissues removed or altered by surgery.
Removal of tissues and the resulting scars can cause problems with the normal functions of your mouth and throat. These disruptions may be either temporary or permanent. Chewing, swallowing, and speaking are the functions most likely to be disrupted.
After surgery, you will see your surgeon, radiation oncologist, or both if you received chemotherapy. You will also follow-up with your medical oncologist.
You will also continue to see your medical oncologist according to a schedule he or she will recommend.
•You may go through staging tests after completing treatment to determine how well the treatment worked and if you have any residual cancer.
•Thereafter, at regular visits, you will undergo physical examination and testing to make sure the cancer has not come back and that a new cancer has not appeared.
•At least 5 years of follow-up care is recommended, and many people choose to continue these visits indefinitely.
•Report any new symptoms to your oncologist immediately—Do not wait for the next visit.
Speech and swallowing therapy will continue for as long as needed to restore these functions
The best way to prevent head and neck cancer is to avoid the risk factors.
•If you use tobacco, quit. Do not substitute “smokeless” tobacco for smoking. Pipe and cigar smoking are not safer than cigarette smoking.
•If you drink alcohol, do so in moderation. Do not use both tobacco and alcohol.
•If you work outdoors or are otherwise frequently exposed to sunlight (ultraviolet radiation), protect yourself with clothing that blocks the sun. Apply sunscreen to your face (including a lip balm with sunscreen), and wear a wide-brimmed hat.
•Avoid sources of oral irritation, such as ill-fitting dentures. If you wear dentures, remove and clean them every day. Have your dentist check their fit regularly.
•Eat a balanced diet to avoid vitamin and other nutritional deficiencies. Make sure you eat foods with plenty of vitamin A, including fruits, vegetables, and supplemented dairy products. Do not take very high doses of vitamin A supplements, which may actually be harmful.
Ask your dentist or primary care provider to check your oral cavity and pharynx regularly to look for precancerous lesions and other abnormalities. Report any symptoms such as persistent pain, hoarseness, bleeding, or difficulty swallowing.
The average 5-year survival rate for people who undergo treatment for head and neck cancer has been reported at 56%. The 10-year survival rate is 41%. About 80% of people treated for these cancers survive for at least 1 year. More accurate percentages depend on the tumor location, staging, type of treatment, and the presence of other medical conditions.
People with a mouth and throat cancer have a chance of developing another head and neck cancer or cancer in a neighboring region such as the voice box (larynx) or esophagus (the tube between the throat and the stomach). Regular follow-up examinations and prevention are extremely important.
Support Groups and Counseling
Living with cancer presents many new challenges for you and for your family and friends.
•You will probably have many worries about how the cancer will affect you and your ability to "live a normal life," that is, to care for your family and home, to hold your job, and to continuing the friendships and activities you enjoy.
•Many people feel anxious and depressed. Some people feel angry and resentful; others feel helpless and defeated.
For most people with cancer, talking about their feelings and concerns helps.
•Your friends and family members can be very supportive. They may be hesitant to offer support until they see how you are coping. Don't wait for them to bring it up. If you want to talk about your concerns, let them know.
•Some people don't want to "burden" their loved ones, or they prefer talking about their concerns with a more neutral professional. A social worker, counselor, or member of the clergy can be helpful if you want to discuss your feelings and concerns about having cancer. Your doctor should be able to recommend someone.
•Many people with cancer are profoundly helped by talking to other people who have cancer. Sharing your concerns with others who have been through the same thing can be remarkably reassuring. Support groups of people with cancer may be available through the medical center where you are receiving your treatment. The American Cancer Society also has information about support groups all over the United States.
For More Information
For more information about support groups, contact the following agencies:
•American Cancer Society - (800) ACS-2345
•National Cancer Institute, Cancer Information Service - (800) 4-CANCER [(800) 422-6237)]; TTY (for deaf and hard-of-hearing callers) (800) 332-8615
American Academy of Otolaryngology—Head and Neck Surgery
American Cancer Society
American Speech-Language-Hearing Association - For information on problems after cancer treatment
National Cancer Institute
National Institute of Health's Clinical Trials database – For information about clinical trials in cancer treatment
Synonyms and Keywords
buccal mucosa, cigarette smoking, dysplasia, erythroplakia, hard palate, head and neck cancer, leukoplakia, lips, mouth, oral cancer, oral cavity, oropharyngeal cancer, oropharynx, pharynx, precancerous lesion, premalignant lesion, salivary glands, smokeless tobacco, smoking, soft palate, squalors cell carcinoma, throat, tongue, tonsils, cancer of the mouth and throat, mouth cancer, throat cancer
Authors and Editors
Author: Prajoy Kadkade, MD, Assistant Professor of Surgery, Division of Otolaryngology/Head & Neck Surgery, Department of Surgery, State University of New York at Stony Brook Medical Center and affiliated Northport Veterans Affairs Medical Center.
Coauthor(s): Kathryn L Hale, MS, PA-C, Medical Writer, eMedicine.com, Inc.
Editors: William M Lydiatt, MD, Associate Professor, Department of Otolaryngology-Head and Neck Surgery, University of Nebraska Medical Center; Francisco Talavera, PharmD, PhD, Senior Pharmacy Editor, eMedicine; Rick Kulkarni, MD, Assistant Professor of Medicine, David Geffen UCLA School of Medicine; Director of Informatics, Department of Emergency Medicine, UCLA/Olive View-UCLA Medical Center.
Friday 1 December 2006
Introduction - Forming A Company In India
The Companies Act of 1956 sets down rules for the establishment of both public and private companies. The most commonly used corporate form is the limited company, unlimited companies being relatively uncommon. A company is formed by registering the Memorandum and Articles of Association with the State Registrar of Companies of the state in which the main office is to be located.
Foreign companies engaged in manufacturing and trading activities abroad are permitted by the Reserve Bank of India to open branch offices in India for the purpose of carrying on the following activities in India:
# To represent the parent company or other foreign companies in various matters in India, for example, acting as buying/selling agents in India, etc.
# To conduct research work in which the parent company is engaged provided the results of the research work are made available to Indian companies
# to undertake export and import trading activities
# to promote possible technical and financial collaboration between Indian companies and overseas companies.
Application for permission to open a branch, a project office or liaison office is made via the Reserve Bank of India by submitting form FNC-5 to the Controller, Foreign Investment and Technology Transfer Section of the Reserve Bank of India. For opening a project or site office, application may be made on Form FNC-10 to the regional offices of the Reserve Bank of India. A foreign investor need not have a local partner, whether or not the foreigner wants to hold full equity of the company. The portion of the equity thus not held by the foreign investor can be offered to the public.
Incorporating a Company - Approval of Name
The first step in the formation of a company is the approval of the name by the Registrar of Companies (ROC) in the State/Union Territory in which the company will maintain its Registered Office. This approval is provided subject to certain conditions: for instance, there should not be an existing company by the same name. Further, the last words in the name are required to be "Private Ltd." in the case of a private company and "Limited" in the case of a Public Company. The application should mention at least four suitable names of the proposed company, in order of preference. In the case of a private limited company, the name of the company should end with the words "Private Limited" as the last words. In case of a public limited company, the name of the company should end with the word "Limited" as the last word. The ROC generally informs the applicant within seven days from the date of submission of the application, whether or not any of the names applied for is available. Once a name is approved, it is valid for a period of six months, within which time Memorandum of Association and Articles of Association together with miscellaneous documents should be filed. If one is unable to do so, an application may be made for renewal of name by paying additional fees. After obtaining the name approval, it normally takes approximately two to three weeks to incorporate a company depending on where the company is registered.
Memorandum and Articles
The Memorandum of Association and Articles of Association are the most important documents to be submitted to the ROC for the purpose of incorporation of a company. The Memorandum of Association is a document that sets out the constitution of the company. It contains, amongst others, the objectives and the scope of activity of the company besides also defining the relationship of the company with the outside world.
The Articles of Association contain the rules and regulations of the company for the management of its internal affairs. While the Memorandum specifies the objectives and purposes for which the Company has been formed, the Articles lay down the rules and regulations for achieving those objectives and purposes.
The ROC will give the certificate of incorporation after the required documents are presented along with the requisite registration fee, which is scaled according to the share capital of the company, as stated in its Memorandum. A private company can commence business on receipt of its certificate of incorporation.
A public company has the option of inviting the public for subscription to its share capital. Accordingly, the company has to issue a prospectus, which provides information about the company to potential investors. The Companies Act specifies the information to be contained in the prospectus.
The prospectus has to be filed with the ROC before it can be issued to the public. In case the company decides not to approach the public for the necessary capital and obtains it privately, it can file a "Statement in Lieu of Prospectus" with the ROC.
On fulfillment of these requirements, the ROC issues a Certificate of Commencement of Business to the public company. The company can commence business immediately after it receives this certificate.
Certificate of Incorporation
After the duly stamped Memorandum of Association and Articles of Association, documents and forms are filed and the filing fees are paid, the ROC scrutinizes the documents and, if necessary, instructs the authorised person to make necessary corrections. Thereafter, a Certificate of Incorporation is issued by the ROC, from which date the company comes in to existence. It takes one to two weeks from the date of filing Memorandum of Association and Articles of Association to receive a Certificate of Incorporation. Although a private company can commence business immediately after receiving the certificate of incorporation, a public company cannot do so until it obtains a Certificate of Commencement of Business from the ROC.
The documents/forms stated below are filed along with Memorandum of Association and Articles of Association on payment of filing fees (depending on the authorised capital of the company):
# Declaration of compliance, duly stamped
# Notice of the situation of the registered office of the company
# Particulars of Directors, Manager or Secretary
# Authority executed on a non-judicial stamp paper, in favour of one of the subscribers to the Memorandum of Association or any other person authorizing him to file the documents and papers for registration and to make necessary corrections, if any
# The ROC’s letter (in original) indicating the availability of the name.
Businesses liable for income tax must obtain a tax identification card and number [known as Permanent Account Number (PAN)] from the Revenue Department. In addition to this, businesses liable to withhold tax must necessarily obtain a Tax Deduction Account Number (TAN). Both the PAN and the TAN must be indicated on all the returns, documents and correspondence filed with the Revenue Department. The PAN is also required to be stated in various other documents such as the documents pertaining to sale or purchase of any immovable property (exceeding Rs. five lakh), sale or purchase of a motor vehicle, time deposit (exceeding Rs. 5 lakh), contract for sale or purchase of securities (exceeding Rs. 10 lakh), to name a few.
Companies (Central Governments') General Rules and Forms,1956
Filing Registering/Approving Authority
One copy has to be submitted along with a forwarding letter addressed to the concerned Registrar of Companies.
The declaration must be submitted with the following annexures
# Document evidencing payment of fee
# Memorandum and Articles of Association
# Copy of agreement if any, which the proposed company wishes to enter into with any individual for appointment as its managing or whole-time director or manager
# Form 18
# Form 32 (except for section 25 company)
# Form 29 (only in case of public companies)
# Power of Attorney from subscribers
# Letter from Registrar of Companies making names available
# No objection letters from directors/promoters
# Requisite fees either in cash or demand draft
Fee payable depends on the nominal capital of the company to be registered and may be paid in one of the following modes. Cash/postal order (upto Rs.501-), demand draft favouring Registrar of Companies/Treasury Challan should be payable into specified branches of Punjab National Bank for credit
Time-Limit / Practice Notes
It should be submitted before incorporation or within 6 months of the name being made available. Top
The declaration has to be signed by an advocate of Supreme Court or High Court or an attorney or pleader entitled to appear before the High Court or a secretary or chartered accountant in whole-time practice in India who is engaged in the formation of the proposed company or person named in the articles as director, manager or secretary.
The Registrar of Companies has to be satisfied that not only the requirements of section 33(1) and (2) have been complied with but be also satisfied that provisions relating to number of subscribers, lawful nature of objects and name are complied with.
The Registrar will check whether the documents have been duly stamped and also whether the requirements of other laws are met.
Any defect in any of the documents filed has to be rectified either by all the subscribers or their attorney, or by any one subscriber holding the power of attorney on behalf of other subscribers.
This form is to be presented to the Registrar of Companies within three months from the date of letter of Registrar allowing the name.
This declaration is to be given on a non-judicial stamp paper of the requisite value . The stamp paper should be purchased in the name of the person signing the declaration.
This declaration is to be given by all the companies at, the time of registration, public or private.
The place of Registration No. of the company should be filled up by mentioning New Company therein.
The Registrar of Companies will now accept computer laser printed documents for purposes of registration provided the documents are neatly and legibly printed and comply with the other requirements of the Act. This will be an additional option available to the public to use laser print besides offset printing for submitting the memorandum and articles for the registration of companies.
Where the executant of a memorandum of association is illiterate, he shall give his thumb impression or marks which should be described as such by the subscriber or person writing for him.
An agent may sign a memorandum on behalf of a subscriber if he is authorised by a power-of-attorney to do so. In the case of an illiterate subscriber to the memorandum and articles of association, the thumb impression or mark duly attested by the person writing for him should be given. The person attesting the thumb mark should make an endorsement on the document to the effect that it has been read and explained to the subscriber. The Registrar of Companies will not accept zerox copies of the memorandum and articles of association for the purposes of registration of companies.
This declaration is to be presented by the person signing the declaration or by his bearer at the counter of the Registrar of Companies office.
# Any person in order to be appointed as the Managing Director of the company should be a resident of India. Any person, being a non-resident in India, must obtain an Employment Visa from the concerned Indian mission abroad at the time of their appointment as the Managing Director.
# Whereas private companies are free to pay any remuneration to its directors, public companies can remunerate their directors only within the specified limits.
# In case of public companies, in the event of absence or inadequacy of net profits in any financial year, managerial remuneration is limited to amounts varying from Rs 75,000 to Rs 2,00,000 per month, depending on the effective capital of the company. In case of an expatriate managerial person, perquisites in the form of children’s education allowance, holiday passage money and leave travel concession provided to him would not form part of the said ceiling of remuneration.
# In case of a managerial position in two companies, remuneration can be drawn from one or both companies provided that the total remuneration drawn from the companies does not exceed the higher maximum limit admissible from any one of the companies of which he is a managerial person.
With whom to be filed
With the Registrar of Companies of the State in which the company is to be registered.
Documents required to be submitted
# A printed copy each of the Memorandum and Articles of Association of the proposed company filed along with the declaration duly stamped with the requisite value of adhesive stamps from the State/ Union Territory Treasury (For value of stamps to be affixed see Schedule printed in Part III Chapter 23). Below the subscription clause the subscribers to the Memorandum should write in his own handwriting his full name and father's, or husband's full name in block letters, full address, occupation, e.g.,'business executive, engineer, housewife, etc. and number of equity shares taken and then put his or her signatures in the column meant for signature. Similarly at the end of the Articles Of Association the subscriber should write in his own handwriting : his full name and father's full name in block letters, full address, occupation. The signatures of the subscribers to the Memorandum and the Article of Association should be witnessed by one person preferably by the person representing the subscribers, for registration of the proposed company before the Registrar of Companies. Under column 'Total number of equity shares' write the total of the shares taken by the subscribers e.g., 20 (Twenty) only. Mention date e.g. 5th day of August, 1996. Place-e.g. , 'New Delhi'.
# With the stamped copy, one spare copy each of the Memorandum and Articles of Association of the proposed company.
# Original copy of the letter of the Registrar of Companies intimating the availability of name.
# Form No. 18 - Situation of registered office of the proposed company.
# Form No. 29-Consent to act as a director etc. Dates on the consent Form and the undertaking letters should be the same as is mentioned in the Memorandum of Association signed by the director himself. A private company and a wholly-owned Government company are not required to file Form No. 29.
# Form No. 32 (in duplicate). Particulars of proposed, directors, manager or secretary.
# Power of attorney duly typed on a non-judicial stamp paper of the requisite value. The stamp paper should be purchased in the name of the persons signing the authority.
# No objection letter from the persons whose name has been given in application for availability of name in Form No. 1-A as promoters/directors but are not interested at a later stage should be obtained filed with the Registrar at the time of submitting documents, for registration
# The agreements, if any, which the company proposes to enter with any individual for, appointment as managing or whole-time director or manager are also to be filed.
Cash or a bank draft/ pay order treasury challan should be drawn in the name of the Registrar of Companies of the State in which the Company is proposed to be registered as per Schedule X.
The Indian company law does not prescribe the books of accounts required to be maintained by a company. It, however, provides that the same should be kept on accrual basis and according to the double entry system of accounting and should be such as may be necessary to give a true and fair state of affairs of the company.
The Indian company law requires every company to maintain proper books of account with respect to the following:
# All sums of money received and expended and the matters in respect of which the receipt and expenditure take place
# All sales and purchases of goods by the company
# The assets and liabilities of the company
# In case of companies engaged in manufacturing, processing, mining etc, such particulars relating to utilization of material or labour or other items of cost.
The first annual accounts of a newly incorporated company should be drawn from the date of its incorporation upto to the day not preceding the AGM date by more than 9 months. Thereafter, the accounts should be drawn from date of last account upto the day not preceding the AGM date by more than 6 months subject to the extension of the time limit in certain cases. The accounts of the company must relate to a financial year (comprising of 12 months) but must not exceed 15 months. The company can obtain an extension of the accounting period to the extent of 18 months by seeking a prior permission from the ROC.
The annual accounts must be filed with the ROC within 30 days from the date on which the Annual General Meeting (AGM) of the company was held or where the AGM is not held, then within 30 days of the last date on which the AGM was required to be held.
Books of accounts to be kept by company
Every company is required to maintain proper books of account with respect to all sums of money received and expended, all sales and purchases of goods, the assets and liabilities. Central Government may also specifically require the maintenance of certain additional particulars with respect to certain classes of Companies. The books of account relating to eight years immediately preceding the current year together with supporting vouchers are required to be preserved in good order. Every profit and loss account and balance sheet of the company (together referred to as financial statements) is required to comply with the accounting standards issued by the Institute of Chartered Accountants of India. Any deviations from the accounting standards, including the reasons and consequent financial effect, is required to be disclosed in the financial statements.
The responsibility for the preparation of financial statements on a going concern basis is that of the management. The management is also responsible for selection and consistent application of appropriate accounting policies, including implementation of applicable accounting standards along with proper explanation relating to any material departures from those accounting standards. The management is also responsible for making judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the entity at the end of the financial year and of the profit or loss of the entity for that period.
Every company having a share capital is required to file an annual return with the ROC within 60 days from the date on which the AGM of the company was held or where the AGM is not held, then within 60 days of the last date on which the AGM was required to be held.
Certain Accounting related issues
The company law in India permits the use of depreciation rates according to the nature of the classes of assets. Assets can be depreciated either on the basis of straight-line method (based on the estimated life of the asset) or on the basis of reducing balance method. The law prescribes the minimum rates of depreciation. A company may, however, provide for a higher rate of depreciation, based on a bonafide technological evaluation of the asset. Adequate disclosure in the annual accounts must be made in this regard.
There is no limit on the rate of dividend but there are certain conditions prescribed with regard to computation of profits that can be distributed as dividend. Generally, no dividend can be paid for any financial year except out of the profits of that year after making an adequate provision for depreciation subject to certain conditions.
Dividends may also be distributed out of accumulated profits.
Repatriation of profits
A company has to retain a maximum of 10% of the profits as reserves before the declaration of dividends. These reserves, inter alia, can be subsequently converted into equity by way of issue of bonus shares. Dividends are freely repatriable once the investment approval is granted.
Imposition of taxes
Currently, domestic companies are taxable at the rate of 35.875% (inclusive of surcharge of 2.5%) on its taxable income. Foreign companies are taxed at a marginally higher rate of 41% (including surcharge of 2.5%). However, in case where the income tax liability of the company under the provisions of the domestic tax laws works out to less than 7.5% of the book profits (derived after making the necessary adjustments), a Minimum Alternate Tax of 7.6875% (including a surcharge of 2.5%) on the book profits, would be payable. Domestic companies are required to pay a dividend distribution tax of 12.8125% (including surcharge of 2.5%) on the dividends distributed during the year.
Companies are required to withhold tax under the domestic law from certain payments including salaries paid to employees, interest, professional fee, payments to contractors, commission, winnings from games / lottery / horse races etc. Moreover, taxes have to be withheld from all payments made to non-residents at the lower of rates specified under the domestic law or under the applicable tax treaty, if any.
# Imprisonment up to two years and fine
# Person liable for default
# Person signing the declaration.
Download Company law Forms:
# Form no.1: Declaration of compliance with the requirements of the Companies Act, 1956 on application for registration of a company
# Form no: 18: Notice of the situation / change of situation of registered office
# Form no 29: Consent to act as director of a company and/or undertaking to take and pay for qualification shares [pursuant to section 264(2)/266(I)(a) & 266(1) (b) (iii)]
# Form no 32: Particulars of appointment of directors and manager and changes among them [Pursuant to section 303(2)]