Incorporation of Company
by Asok Nadhani,
4.1
Formation of a Company
A.
A company is formed on obtaining the certificate
of registration (Incorporation) from the Registrar of Company.
B.
The promoter has to perform the following major
task relating to incorporation of a Company, to get the Certificate of
Incorporation:
-
Approval of Company Name by Registrar,
-
Subscription to Memorandum of Association,
-
Filing of Documents with the Registrar.
i. Approval of
Company Name
The promoters
must first get the proposed name of the Company approved by Registrar of Companies
of the State in which the registered office of the company is to be situated by
submitting an application in Form 1A with requisite fees.
ii.
Subscription to Memorandum of Association (Sec. 12)
A group of persons or
associates ( 7 or more persons in case of Public and 2 or more in case of a
private company), may form an incorporated company with or without limited
liability for any lawful purpose. They shall subscribe their names to a
Memorandum of Association and also comply with other formalities in respect of
registration. A company so formed may be:
-
company limited by shares
-
company limited by guarantee
-
unlimited company.
iii. Filing of
Documents with the Registrar
a. Mandatory
Documents: After obtaining the approval of the Company Name by Registrar of the
Companies, the following documents duly stamped accompanying requisites fees
are to be filed with the Registrar (Sec.33):
i.
Memorandum of Association: This document
has to be duly signed by the Subscribers.
ii.
Articles of Association: Signed by the
subscribers of the Memorandum of Association (a Public Company may not
have its own Articles of Association and may adopt Table A in lieu of Articles
of Association).
iii.
Agreement: Any agreement
entered by the company with any individual (e.g. for appointment as its
managing or whole-time director or manager) [Sec. 33 (1)].
iv.
List of first directors: In case of
public company limited by shares, list of persons who have agreed to become the
first directors of the company [Sec. 266].
v.
Declaration: A declaration
stating that all the requirements of the Companies Act and other
formalities relating to registration have been complied. Such declaration shall
be signed by any of the following: [Sec. 33 (2)].
-
An advocate of the Supreme court or High court;
-
An Attorney or a pleader entitled to appear before
a High Court;
-
A secretary or a chartered accountant in whole-time
practice in India
-
A person named in the Articles as a director,
manager or secretary of the Company.
b. Optional documents: The following
documents may also be filed with the Registrar before incorporation:
i. Address of registered office of the company.
ii. Prescribed particulars relating to manager, secretary and every director.
c. Registration of
documents by the Registrar (Section 33):
If
the Registrar is satisfied that all the requirements of registration have been
complied with, the Registrar shall retain and register the documents filed with
him.
4.1.1
Certificate of Incorporation
i.
The Registrar, after being satisfied as to the compliance
of statutory requirements, issues a ‘Certificate of Incorporation’ of the
company [s. 33 (3)].
ii.
From the date of
incorporation mentioned in the certificate of incorporation, the company would
be a body corporate as per name contained in Memorandum. (s.34)
iii.
The Certificate of Incorporation is conclusive
evidence (s. 35): [Jubilee
Cotton Mills Ltd. v. Lewis]
-
that all the statutory requirements for the
formation of the company is duly compiled with the registrar of the company
-
the company or the association has been duly
registered under the Act
-
date on the certificate of Incorporation is the
birth date on which the company comes into existence.
iv.
Once the certificate of
incorporation is issued, nothing is to be inquired into the regularity of the
prior proceedings, and the certificate cannot be challenged in any Court or
Tribunal (s.35).
However, the certificate does
not insulate the company incorporated with illegal objects. Such 'company' may
be forbidden to carry on any business in furtherance of its illegal objects. [Moosa
Goola Arif Vs Ebrahim Goola Arif], [Bowman Vs
Secular Society Ltd]
v.
When a company is registered and a certificate of
incorporation is issued by the Registrar :
a.
The company becomes a distinct legal entity. Its
life commences from the date mentioned in the certificate of incorporation.
b.
The company acquires a perpetual succession. The
members may come and go but it goes on for ever, unless it is wound up.
c.
The company's property is not the property of
the shareholders. The shareholders have a right to share in the profits of
the company when realised and dividend. Likewise, any liability of the company
is not the liability of the individual shareholders.
vi.
A private limited company can commence business
immediately after its incorporation. A public company has to obtain Certificate
of Commencement before it can start its business.
4.2
Memorandum of Association
i.
Memorandum of Association is a fundamental document
of the company. It is like constitution of the company and governs the company’s
relationship with the outside world.
ii.
The purpose of Memorandum are :
-
to enable investors, creditors and other interested
parties to ascertain the company’s objects and whether their contractual
relationship is within the objects of the Company.
-
to evaluate the risk taken by the investors in the
Company.
-
to ascertain the contractual capacity of the
company.
iii.
Memorandum is a public
document. Any person (whether a member of the company or not) can inspect it in the office of
Registrar. (Sec. 610)
iv.
Every company must
file its memorandum with the Registrar at the time of registration of the
company.
v.
Every person dealing with
the company is presumed to have read the memorandum and understood it in the
right sense.
4.2.1
Form of Memorandum (Sec. 14)
a.
The Memorandum of Association of a company shall be
in one of the Forms in Tables B (for company limited by shares), C (for company
limited by guarantee and having no share capital), D (for company limited by
guarantee and having a share capital) and E (for unlimited company) in Schedule
I to the Companies Act, 1956, or in a Form as near thereto as circumstances
admit.
b.
Printing and signing of Memorandum (Sec. 15)
i.
The Memorandum of Association of a company shall be
printed (may even be neatly printed by a computer laser printer but no
photocopy) & divided into paragraphs numbered consecutively.
ii.
If a subscriber is illiterate, the contents of
memorandum shall be read over and explained to him by a literate person. Then,
the illiterate subscriber shall affix his thumb impression.
iii.
The Memorandum must be signed by each subscriber in
the presence of at least one witness who must attest the signature.
4.2.2 Contents
of Memorandum (Sec. 13)
i. The Memorandum
contains following 6 essential clauses:
a.
Name clause: The name of the company.
b.
Registered office clause:
The
State in which the registered office of the company is to situate.
c.
Object clause: The main
object of the company or any other object.
d.
Liability clause: The
nature of Liability (Limited, unlimited). Company limited by guarantee
shall also specify the sum that each member undertakes to contribute to the
assets of the company, in the event of wound up. This clause may be absent in
case of Unlimited Company.
e.
Capital clause: In case of a
company limited by shares, the amount of share capital and division of
share capital into number & face value of shares. This clause will be
absent in case of company not having any share capital.
f.
Association clause: Name,
address, occupation & and signature of subscriber to the Memorandum
ii.
Any additional clause, in the MoA apart from above essential
clauses shall be treated as part of Articles of Association.
4.2.2.1 Name Clause (Sec.
20)
i.
The first clause of Memorandum contains the Name of
the company, conforming to following principles : [Nassau Steam Press vs. Tyler], [Dermantine Co Ltd.
vs. Ashworth]
a.
The name must not be undesirable in the opinion of
the Central Government.
–
The name should not mean any government
participation or patronage unless justified.
–
The name should not imply association or connection
with, or patronage of a national hero or any person held in high esteem.
–
The name should not include the word like 'bank',
'banking', 'insurance', 'investment' 'trust' unless the circumstances of a
particular case justify the inclusion of such a word.
–
The name is not a general one and is not very
common, like Cotton Textile Mills Limited.
–
The intended name should not produce a misleading
impression regarding the scope of its activities which would be beyond the
resources at its disposal.
b.
The name must not be misleading or offensive so as
to cause confusion in the minds of potential customers or shareholders.
c.
The name of limited company must end with either
the word ‘limited’ or ‘private limited’ as the case may be (except in companies
licensed u/s 25).
d.
Use of certain names (like emblem or official seal
of the United Nations Organisation, the World Health Organisation, the United
Nations Educational Scientific and Cultural Organisation, the Indian National
Flag, the name, emblem or official seal of the Central Government and State
Governments, President of India or Governor of any State) are prohibited.
e.
If a company uses any key words such as
Corporation, International, Globe, Universal, Continental etc. in its name, it
must have a minimum authorised capital as per the key words.
f.
The name must not be similar to that of another
company. The other company with whom the word resemble can apply to the Court
for an injunction to restrain the new company from adopting similar name.
But the injunction
may not be granted if the word is purely descriptive and has a definite
meaning. Even a word which makes a slight distinction between two companies
will be acceptable. [Asiatic Govt. Security Life Insurance Co. Ltd. v. New
Asiatic Insurance Co. Ltd.]
ii.
A name is said to resemble an already existing
companies name if:
·
The proposed name differs from the name of an
existing company merely with an addition or subtraction of word (like New,
Modern, etc.).
·
The proposed name denotes a popular or abbreviated
description or names of important companies. (e.g. TISCO, ICI, etc.).
·
The proposed name has a close phonetic resemblance
to the name of company in existence. (e.g. Jay Kay Industries resembling
J.K.Industries).
·
The proposed name is different from the name of the
existing company only to the extent of having the name of place within brackets
before the word 'limited'.
iii.
The promoters will have to apply again to the
Registrar for availability of name, if they do not fulfill the required
formalities for registration of the company within the time specified.
4.2.2.1.1 Publication of Name (Sec. 147) : Every company shall:
a.
paint or affix its name and the address of its
registered office, on the outside of every office or place where its business
is carried on.
b.
engrave its name in legible characters on its seal.
c.
print the name and the address of its
registered office in all business letters, bill-heads, negotiable instruments,
invoices, receipts, etc. in legible characters.
4.2.2.2 Registered office Clause
(Sec. 146)
i.
Memorandum contains the name of the State where the
registered office of the company is situated.
ii.
The complete address of the registered office is normally
not specified in memorandum but is filed with Registrar in Form No.18.
a.
Every company shall have a registered office from
the day on which it begins to carry on business or within 30 days or
incorporation (S. 146).
b.
The State in which the registered office is
situated determines its domicile.
c.
Notice of the situation of the registered office
and every change shall be given to the Registrar within 30 days.
d.
On default in complying with these requirements,
the company and every defaulting officer shall be punishable with fine which
may extend to Rs. 500 for every day during which the default continues.
iii.
The importance of registered office are:
- The Annual general meeting of the company must
be held at the registered office.
- Books of Accounts, registers and returns have
to be maintained and kept at the registered office.
- Documents are served on the company by sending
it to the registered office of the company.
- Notice of any resolution must be deposited at
the registered office of the company.
4.2.2.3 Object Clause
[Sec. 13 (1)]
Its principal
purposes are:
a.
To enable the subscribers to know the purpose for
which the company’s fund is being used.
b.
To enable the creditors or the interested parties
to know the scope or the permitted range of activities by the company.
c.
It acts as a guide to directors about the objects,
the directors are expected to carry on the business of the company.
d.
The object clause defines and confines scope of the
company's powers.
i.
However, the company may do anything which is
fairly incidental to this object. Anything reasonably incidental to the
attainment or pursuit of any of the express objects of the company will be
within the implied powers of the company (unless expressly prohibited).
ii.
In case of a company (other than a trading
corporation) whose objects are not confined to one State, the States to whose
territories the objects extend, has also to be stated in the objects clause.
(s.13(1)(e))
4.2.2.3.1 Components of Object Clause
i. Main Objects: Main objects are the
objects, the attainment of which is the ultimate reason for incorporation of
the Company.
ii. Incidental and Ancillary Objects: ‘Incidental or
Ancillary objects’ means such objects which do not have any independent
existence, but are necessary to be fulfilled to achieve the main objects. Thus, an incidental or ancillary
object is closely related to the attainment of main object may be implied from
circumstance of the case. (s.13(d)(i))
iii. Other Objects: These are objects which are
neither related to the main objects nor will facilitate the fulfillment of main
objects. They are included in the object clause to meet some emergency situation.
A company may, after fulfilling the legal requirements, pursue the ‘other
objects’. (s.13(d)(ii))
4.2.2.4 Capital
Clause (Sec. 13 (4))
i.
This clause states the total authorised capital of
the proposed company. The company cannot collect funds exceeding the authorised
capital specified in the Memorandum.
ii.
The Capital clause is mandatory to the company
having share capital and it must also state the division of share capital into
each kind of share (like equity and preference), the number of shares and the
face value for each category.
4.2.2.5 Liability Clause (Sec.
13 (2))
i. A Limited
company must have a liability clause.
ii. This clause
states the nature of liability of the members of the company
a.
In case of a
company limited by shares: Members liability is limited to the unpaid value
of the shares. It means that when the shares are fully paid up, members are
free from any liability.
b.
In case of a
company limited by guarantee: The liability clause must state the extent
of liability of each individual member in event of the company being wound up
iii.
Liability clause is not contained in the memorandum
of an Unlimited Company. If Liability Clause is omitted, the liability of the
members become Unlimited like an Unlimited Company.
iv.
The liability
of a member arise in following cases:
a. In case of a company
limited by shares: A member may be called upon to pay the unpaid calls
during the lifetime of a company; or on commencement of winding up of
the company.
b. In case of a company
limited guarantee without a share capital: No member can be called upon to pay any amount unless the winding up of
the company has commenced.
c.
In case of a company limited by guarantee and having a share capital: A past member is
liable to pay the unpaid calls if the present member is unable to pay the
unpaid calls on shares. However, a past member shall not be liable if he has
ceased to be a member for 1 year or upwards before the commencement of winding
up and in respect of any debt or liability of the company contracted after he
ceased to be a member.
4.2.2.6 Association Clause
i.
The name, address, signatures and descriptions of
the signatories to the memorandum or the subscribers are given in this clause (so
it is also known as Subscription Clause).
ii.
Each subscriber has to take at least 1 share. (s.13 (4))
iii.
The number of signatories or the subscribers shall
be at least 7 in the case of a public company and at least 2 in case of a
private company.
4.3 Alteration of
Memorandum
i. Memorandum is a
key document, so its alteration is governed by certain rules.
ii. Alteration of
some of the clauses require the approval of the Central Government of the
Company Law Board, while some alteration require passing of a special
resolution by the company.
iii. No alteration
can be made in the Association Clause of memorandum, since there is no
specific provision in the Act authorising alteration of association clause.
iv. After alteration
of memorandum or articles, a company shall issue only altered copy of memorandum
or articles (s. 40).
v. A company shall not alter the conditions contained in its memorandum except
in the cases, in the mode, and to the extent, for which express provision is
made in this Act (s.16).
vi. Other provisions contained in the memorandum, including those relating to
the appointment of a managing director, or manager, may be altered in the same
manner as the articles of the company (s.16).
4.3.1 Alteration of Name
i.
Change of Name: When the company changes its name on
its own accord. (s.21)
ii.
Rectification of Name: When the existing name is
found undesirable and need to be altered. (s.22) [Hendon Vs Alderman]
4.3.1.1 Change of Name
a. Availability of
new name: The company should confirm from the Registrar that the proposed
new name is available by applying in Form 1A with requisite fees.
b. Special
resolution: On receipt of confirmation of availability of name, a special resolution
shall be passed in the general meeting for change of Name. (s.21)
c.
Approval of Central Government: After passing
special resolution, the company shall make an application in Form 23,
alongwith a copy of Special Resolution, to Central Government for obtaining the
approval of Central Government.
However,
no approval is necessary to insert or drop the word ‘Private’ when a Public
Company is converted to private (or vice versa) if there is no other change in
name.
4.3.1.2
Rectification of Name
i. Rectification by the
company suo motu: A company may, sou motu, decide to rectify its
name.
ii.
Rectification on an order made by the Central Government: (s.22) Where a company has been registered with an undesirable name, the
Central Government may direct a company to rectify its name within 12 months of
registration of the company.
a.
Within 3 months of receipt of direction of the
Central Government, the company shall rectify the name.
b.
The company has to pass
an ordinary resolution to rectify its name.
c.
On default in complying with any direction, the
company and every defaulting officer shall be punishable with fine which may
extend to Rs. 1000 for every day during which the default continues.
iii.
Effects of alteration of name (Section 23)
a.
The Registrar shall enter the new name in the
register of Companies.
b.
The Registrar shall issue a fresh certificate of
Incorporation to the company containing the new name.
c.
The Registrar shall alter the memorandum, which
shall contain the new name of the company.
d.
The alteration of name shall become effective as
soon as fresh certificate of incorporation is issued.
e.
The right or obligation of the company shall not be
affected by alteration of name.
f.
Existing legal proceedings shall be continued
against the company in new name in place of its old name.
4.3.2 Change of location of
Registered Office
A
company may shift its registered office from :
a.
one place to another
place within the local limits city (s.146)
b.
one city to another city
within the state and same ROC (s.146)
c.
jurisdiction of one ROC
to another ROC in the state (s.17A)
d.
one state to another.
(s.146, s.17)
4.3.2.1 Change of Registered Office within the city
i. The Board shall
decide the new location of the registered office.
ii. The company has
to make an application to the Regional Director for confirmation.
iii. On receiving the
confirmation, the company shall file with the Registrar a certified copy of the
confirmation along with a notice containing the fact of change of registered
office and complete address of the new registered office within 30 days of change.
iv. The Registrar
shall register the same and certify the registration within one month from the
date of filing of such document.
4.3.2.2
Inter City change of Registered Office within the State and same ROC
i.
The Board shall decide the new location of the
registered office.
ii.
The company has to make an application to the Regional
Director for confirmation.
iii.
On receiving the confirmation, the company shall
file with the Registrar a certified copy of the confirmation along with a
notice containing the fact of change of registered office and complete address
of the new registered office within 30 days of change.
iv.
The Registrar shall register the above and certify
the registration within one month from the date of filing.
v.
The company shall also give notice of new location
to the Registrar within 30 days of change in Registered Office.
4.3.2.3
Inter ROC change of Registered Office within State (s.17A)
i. Usually, one
Registrar is appointed in each State having jurisdiction over every company
whose registered office is situated in such state. However, in some states (like
Maharashtra & Tamil Nadu) more than one Registrars have been appointed. Such
registrars work under Regional Director.
ii. Section 17 A applies when the registered office from
jurisdiction of one Registrar to jurisdiction of another Registrar within the
same State as follows:
a.
Board resolution: The Board shall
decide upon the necessity of change of registered office, and the new location
of the registered office.
b.
Special resolution: The company
shall pass special resolution. The special resolution passed in general meeting
must specify the full address of the new registered office of the company.
Within
30 days of passing the special resolution,
the company shall file with the Registrar Form No. 23 along with a copy of
special resolution.
c. Application to Regional Director: The company shall make an
application to the Regional Director. The Regional Director shall confirm the change
within 4 weeks.
d. Filing of documents. Within 2 months of
receipt of confirmation by Regional Director, the company shall file a copy of
the confirmation given by Regional Director; and a copy of memorandum, as altered, with the Registrar. The
Registrar shall register the change within 1 month.
e. Notice to Registrar. Within 30 days of
shifting the registered office, the company shall give a notice in the prescribed
form (Form No. 18) to the Registrar, of the fact of change of registered office
and full address of the new registered office.
4.3.2.4 Change
of Registered Office to a different State
i. Board Decision: The Board shall decide upon the necessity of change of registered office,
and the new location of the registered office. [Rank
Film Distributors of India West Bengal .]
ii. Process: Change of registered office from one State to another State is allowed on
fulfillment of condition as follows (s.17):
a. Special
Resolution: A special resolution must be passed.
b. Tribunal:
i. The alteration should be confirmed by NCLT (National
Company Law Tribunal).
ii. The Tribunal shall ensure that notice has been given to all the persons
whose interest shall be affected by such change and that proper consent has
been obtained from the creditors (or their debts or claims have been
discharged or secured).
iii. The Tribunal
will also ensure that the petition for confirmation of change is served on the
Registrar and give a reasonable opportunity to appear before the Tribunal and
state his objections and suggestions, if any, with respect to the change.
c. Filing of
Documents:
i. A copy of special resolution and the order of
the Tribunal shall be filed
in Form 23 with the Registrar of the State in which the
registered office is to be transferred within 30 days of passing the Resolution
(Sec. 18).
ii. The Company will
also file a printed copy of the altered memorandum with the Registrar of each
state (old & new), in Form 18, within 3 months of the order. The Registrar
shall certify the registration within 1 month. The certificate is the conclusive
evidence that all the requirements of the Act with respect to change have been
complied with.
iii. Effect: No alteration of memorandum shall come into effect unless it has been
registered in accordance with the provisions (sec.18).
iv. Compliance: On failing to comply with
the provision, order of the Tribunal and all its proceedings shall become void
and inoperative (sec.19).
4.3.2.5 Companies situated in erstwhile State of Madras Mysore
In case of Companies where the
memorandum specifies the registered office situated in the state of Madras or
Mysore, reference to the state of Tamil Nadu and Karnataka respectively shall
be substituted and the Registrar of the respective State shall make necessary alterations in the memorandum of association and the
certificate of incorporation of the said company (s.15A & 15B).
4.3.3
Alteration of Objects Clause (Sec. 17)
i.
Grounds of
Change: The Memorandum may be changed (e.g. to change Objects Clause, to move
Registered Office from one State to another) on the following grounds, through
a special resolution:
a.
To carry on its business more economically or more
efficiently. [Scientljic Poultry Breeders' Assn.]
b.
To attain its main purpose by new or
improved means. [Cyclists Touring
Club Co.]
c.
To enlarge
or change the area of its operations. [Egyptian Delta Land & Investment
Co.]
d.
To carry on some business conveniently, i.e.
to carry on some additional business (not inconsistent with the existing
business), which can be conveniently combined with the existing business of the
company. Ex.4.1
e.
To restrict or abandon any of the objects specific in the Memorandum;
f.
To sell or dispose of the whole, or any part the undertaking, or of any of the undertakings, of the company.
Ex.4.2
g.
To amalgamate with any
other company or body of persons.
ii.
Procedure of
Alteration of Objects (Sec.18):
a.
A special resolution shall be passed at a general
meeting to alter the Memorandum of the company.
b.
Copy of special resolution is to be filed
with the Registrar within one month from the date of the resolution with a
printed copy of the Memorandum as altered. Ex.4.3
c.
The Registrar shall register the special resolution
and certify the registration under his hand within I month from the date
of the filing of the special resolution.
iii.
Effect of failure
to register (Sec.19):
- The
alteration shall not have any effect until it has been duly registered as
per s. 18.
- If
the required documents are not filed within specified time, such
alteration shall, at the expiry of such period, become void and inoperative.
4.3.4 Alteration
in Liability Clause
i.
Restriction: The liability
clause cannot be changed so as to impose any additional liability on the
members or compel them to buy additional shares of the company, unless all the
members agree in writing to such change (Sec. 38).
ii.
Increase: Liability of
members of a company may be increased even if the members have not given their
consents, where the company is a club (or similar association) and the
liability of members is increased to pay higher periodical or recurring
subscriptions or charges.
iii.
Extent: The liability of
a member is limited to the unpaid amount of shares held. So, liability of a
fully paid shareholder is nil. But a charge on fully paid share may be allowed
to be created, if it is for the benefit of the Company. [Allen v Gold Reefs of West
Africa Ltd]
iv.
Decrease: The liability of
a member cannot be decreased in any situation.
4.3.4.1 Unlimited Liability of Directors or
Managers
The
memorandum of a limited company may provide that the liability of its directors
or manager shall be unlimited (Section 322). In such a case, whenever a member
becomes a director or manager, his liability becomes unlimited.
4.3.4.2 Changing unlimited liability to limited (Sec.
32)
i.
Fresh
Registration: The liability of members of an unlimited company may be made limited
through fresh registration of the company as a limited liability company.
However, it would not amount to incorporation of a new company.
ii.
Effect: After fresh
registration, the liability of members shall be limited as per the new
memorandum. However, the liability of members for the past debts, liabilities,
obligations of contracts (i.e., debts incurred upto the date of fresh
registration) shall continue to be unlimited.
4.3.5 Alteration
in Capital Clause
i. Change in the
capital clause may occur due to:
a. Increase in
authorized share capital as decided by the company,
b. Consolidation of
shares of the company into shares of larger amount,
c. Sub-division of
shares of the company into shares of smaller amount (but the proportion of
amount paid up to the nominal value does not change),
d. Conversion and
reconversion of fully paid up shares into stock and vise versa,
e. Cancellation of
shares (or diminution of capital) which have not been taken by any person.
ii. Process of change
of capital clause:
a. Pass an ordinary
resolution in the general meeting.
b. A notice
regarding such alteration should be given to the registrar within 30 days of
the alteration.
c. On receiving the
notice the registrar shall make the necessary alterations in the memorandum and
articles of the company.
d. On default of
giving notice to ROC, the company and defaulting officer may be fined upto
Rs.500 per day.
4.3.6 Alteration in Association Clause
Alteration of
memorandum can be made only in accordance with Act. There being no specific
provision in the Act authorizing alteration of association clause, no
alteration can be made in the association clause.
For
more details, refer to Business & Corporate Laws, by Asok Nadhani, BPB
Publications, www.bpbonline.com,
bpbpublications@gmail.com
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