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Corporate & Business Law
ESTABLISHMENT OF IT COMPANY
Mr. R S Deol
MBA 1st A
My group members are,
AJAY GOSSOAMY & DEEPAK KUMAR
I am thankful to Mr. R S Deol for providing me the chance to work on the topic of “Manufacturing Sector of wooden furniture”. The term paper tested my patience at every step of the preparation, but the courage provided by the teacher helped me to swim against the tide. THE MOST PRECIOUS MOMENTS ARE THOSE WHEN WE GET AN OPPORTUNITY TO REMEMBER AND THANK EVERYONE WHO HAS IN SOME WAY OR THE OTHER MOTIVATED AND FACILITATED US TO ACHIEVE OUR GOALS. FIRST OF ALL I THANK TO GOD ALMIGHTY FOR GIVING ME POWER TO PEN DOWN THE TERM PAPER IN ITS PRESENT SHAPE. I THANK THE ENTIRE TEACHING STAFF ESPECIALLY MR.R S DEOL FOR SHARING HIS VALUABLE KNOWLEDGE WITH US & FOR PROVIDING HIS ABLE GUIDANCE AND SUPPORT. I ALSO THANK TO MY CLASSMATE WHO EVERY TIME HELPED ME OUT AND ENCOURAGED ME FOR CARRYING OUT THE TASK. I FALL SHORT OF WORDS TO THANK MY FAMILY, WHO STOOD BESIDE ME WHILE COMPLETION OF MY TASK.
AS MBA Degree requires equal attention practical as well as theoretical aspect of the business, various problems are to be dealt with in these courses, that is why research programs are there to give deep as well as through knowledge of the subjects.
WE have attempted to live up these requisites while preparing this term paper. It is part of professional courses. With the help of term paper we can able to understand the deep knowledge about the specific topic assign to us.
During our project work I observed some the aspect of
It is hoped that this report meets the given expectations and various requirement of the research.
A company is a group of persons associated together for the attainment of a common end, social or economic. Or we can say a company is an association of individuals formed for some common purpose. The company incorporated under the section 3 (1)(i) of the Companies Act 1956 or some earlier company Acts. Companies incorporated under the companies Act 1956 are mostly business companies but they may also be formed for promoting art, research, charity, commerce, or any other useful purpose. A company, formed and registered under the Company Act, is regarded by law as a single person, having specified rights and obligations. The law confers on a company a distinct legal personality, with perpetual succession and a common seal.
The objective of the company formation is To know, grasp the application of the corporate business law. To know about the essential step to company formation To know what are the essential documents regarding to the company formation. To know about the legal formalities for formation of company. How to make the agreement between the companies.
Essential step To form a company in India:
The following steps are required to form a company (private or public) in India. 1. Get ‘name availability’ from Registrar of Companies (ROC). 2. Draft and execute Memorandum & Articles of Association and other documents. 3. Pay duties and fees 4. File Memorandum & Articles of Association and other documents with ROC 5. Represent with ROC for any reservations or comments he may have 6. Procure incorporation certificate from ROC. 7. Subscribe to the agreed share capital of the company 8. Obtain commencement certificate (for public companies To get a Name : Company law requires that the name of each company should be unique. As such, the proposed name of the company to be formed has to be approved by the Registrar of Companies and blocked till registration. The following is the process to get availability of name. 1. Promoters have to file an application in Form 1A giving the following particulars: · Names and addresses of promoters · Proposed name of the company · Alternative names of the proposed company. This is required sif the proposed name is not available. · Type of company - Private or Public · Brief objects of the company · Proposed Directors and their addresses · Proposed address of the company · Authorised Share Capital (Authorised capital is the one upto which company can issue shares. The paid up capital can be lower than this). · Details of Group companies, if any · Details of fees paid for name availability · Note about significance of the proposed name. This is because regulations have some Criteria based on which names are to be allowed. 2. A fee of INR 500 is to be paid along with the application. 3. Typically it takes 4 working days for the ROC to confirm availability of name/s. There May happen iteration with the ROC to get the desired name. 4. If the proposed names are not approved, more alternative names have to suggest.
5. On approval of name, the Registrar will issue a name allotment letter and will block the Name.
Documents to be filled with the registrar
For the registration of the company, it is essential to ascertain from the Registrar Of Companies if the proposed name of the company is approved. Then the following documents duly stamped together with the necessary fees are to be filled with the Registrar. • Memorandum of association , prepared according to the company act 1956, and signed by at least 7 persons in the case of public company. And duly signed by subscribers.
The Articles of association, the public ltd company is limited by guarantee and private companies is limited by shares.
The agreement, if any , which the company proposes to enter into with any individual for appointment as its managing or whole time director or manager [sec. 33(1)].
The list of the directors who have agreed to become the first directors of the company and their written consent to act as director and take up qualification shares.
A declaration by any of the following persons, an advocate, an attorney or a pleader, a chartered accountant , or a person named in the articles as director, manager, or secretary of the company.
The registration fees of a company are fixed on the graduated scale on the amount of nominal capital or the number of members. There is also a filing fee per document.
If the Registrar is satisfied that all the required documents of the act have been compiled with, he will register the company and issue a certificate called the Certificate of Incorporation.
FORMATION OF IT INDUSTRY STEP 1- SELECTION OF THE TYPES OF THE COMPANY:We are forming PUBLIC COMPANY, section 3(1) (iv) of the companies Act 1956. We establish a IT industry. It is basically the developing software company.
STEP 2-SELECTION OF NAME FOR THE PROPOSED COMPANY:For the selection of name for the company following measures are taken by my team members:-
CIRCULARS:GENERAL CIRCULARS which are issued by the GOVERNMENT OF INDIA,MINISTRY OF FINANCIAL AND CORPORATE AFFAIRS. It is send or issued to all the registrars of the company and it is also issued to the regional and board of directors of the company. We have kept in all the parameters regarding the formation and naming of the IT company in IT sector. For example, we have kept in mind what all things and legal aspects are important for the formation of company and what all are its requirements.
ACTS AND BILLS:After we had finished up with the circulars and other legal formalities under company bill we then move to billing part. Under this various clauses are involved such as:-
Short title Commencement and application Memorandum Articles of association Company’s register charges Removal of board of director
Step 3 Availability of names
Steps for availability of names
The first stage is selection of names. We have to select, six names in order of preference, and out of these six names we have choose one name which one is available. The following are the names which we want to name of our IT company.
• • • •
Glaxey brothers IT Limited Ajay IT Limited Deepak IT Limited Rehan IT Limited Oops IT Limited Delhi IT limited
The name which we choose for our industry it should not be resemble the name of any other already registered company and also not violate the provisions of emblems and names (Prevention of Improper Use Act, 1950) by availing the services of checking name availability on the website. APPLY FOR THE NAME
The application for the name is forward to the REGISTRAR OF COMPANIES, which is further submitted to MINISTRY OF CORPORATE AFFAIRS(MCA) under NOTIFICATION no.GSR56 (E) DATED ON 26 SEPTEMBER,2011.It was signed by the manager/board of directors along with the required registration fee to just check weather the name is appropriate. Apply to the concerned ROC to ascertain the availability of name in form 1 A (Pursuant to section 20 and 21 of the companies Act, 1956) by logging in to the portal. A fee of Rs 5s00 for the availability of name.
APPROVAL OF NAME:- GLAXEY BROTHERS IT LTD.
After the receipt of complete application is filled then the registrar check whether the name proposed is available or not. The registrar has informed regarding the conformation of company’s name and its validity is for 6 months as we fulfilled all the terms and conditions for the approval of the name of the company. The name of the our company is “Glaxey brothers IT Limited’’
4 Apply for director identification number and digital signature:Every applicant, who apply for director they need Director Identification Number. Applicant who has made an application for allotment of Director Identification Number, may be appointed as a director in a company, or, hold office as director in a company till such time such applicant has been allotted Director Identification Number.
As per provision to Section 253 of the Companies Act, 1956, inserted by the company’s (Amendment) Act, 2006, w.e.f 1-11-2006, no company can appoint or re-appoint any individual as Director of the company unless he has been allotted a Director Identification Number Section 266B.
As we are making our company in 2009,so we come under New Section266A. So Mr Deepak , MR. Rehan qadir and MR. Ajay are appointed for being a Director. For this they have prepared an application to the Government in prescribed DIN FORM. Therefore, before the submission of e-Form1A all the directors of the company must make sure that they should have DIN.
STEP 5- DIGITAL SIGNATURE
After 08 February, 2006 every document prescribed under Company’s Act ,1956 , is required to be filed with the help of DIGITAL SIGNATURE of the MANAGER OR DIRECTOR OR MANAGER DIRECTOR of the COMPANY. Therefore, our company’s directors MR. Rehan qadir, MR. Deepak, MR. Ajay have the authority to sign e-form1A. they have to also fill other documents also regarding the formation of company.
The information for registration of company
Before the registration of the company the relevant information should be disclose to the ROC. The essential forms are filled with the relevant information and the essential document. The form is filled giving the following information: The application is for incorporating of a new IT industry, name of company is “GLAXEY BROTHERS IT LIMITED’’. The company is a Public company. The Category of the Proposed Company is a company limited by shares. The company is having Share Capital. The state will be registration of the company is the state of PUNJAB The number of promoters is 12. The main object of the company is developing software Proposed authorized capital is Rs 8000,000,000
The memorandum of association and the Articles of association are attached with the form. the MOA and AOA should be in order to for stamping of the MOA and AOA with the appropriate stamp duty. We should have to make sure that the Memorandum and Article is dated on a date after the date of stamping.
The Memorandum of association and the Articles of association signed by at least two subscribers in own hand, father's name, occupation, address and the number of shares subscribed for and witnessed.
Objective of company
The Object of the Company: 1.The object of the company to developing software and maintenance. 2.The object of the company to setup the distribution sale of the product 3.The object of the company is to generate more job opportunities in India and abroad. 4.The object of the company is to enhance the Industrialization.
Memorandum of Association and Rules:
Name clause - The name of the company is
“GLAXY BROTHERS IT LIMITED”
Registered clause - The registered office of the GLAXY BROTHERS IT LIMITED is
situated in HARGOBIMD NAGAR PAGWARA , PUNJAB.
• The object clause; The Object of the Company:
1.The object of the company is software develop and maintenance and manufacturing computers. 2.The object of the company to setup a distribution sale of the product. 3.The object of the company is to generate more job opportunities in India and abroad. 4.The object of the company is to enhance the Industrialization.
Liability clause: Limited, liability or limited by shares. GLAXEY BROTHERS IT LTD.
Capital clause: Rs 800,000,000
The association clause :
Name 1 MR. REHAN 2 MR. DEEPAK 3 MR.AJAY 4 MR. REYAZ 5 MR.IRFAN 6 MR. PUNIT 7 MR.LOKESH
Address DELHI BIHAR LAKHNOW BIHAR PATNA SHIRI NAGAR HIMACHAL RAJISTHAN
Occupation Business, director Company Executive Joint Secretary Business secretary Professor Professor Company Executive (Member)
ADMINISTRATIVE BODIES OF THE ASSOCIATION:
There shall be TWO (2) administrative bodies of the Association:A. General Body B. Executive Committee. A. The General Body of the Association: The General Body consists of all the members including the following elected members of the Association: (a) The President (b) Vice- President (c) Secretary (d) Treasurer Functions of the General Body: 1. To ensure smooth and efficient working of the Association 2. To select and nominate office bearers of the Association. ]3. To review the annual report and audited statement of accounts. 4. To consider and adopt amendment of the rules whenever necessary.
Application form for availability or change of name
FORM 1A (Pursuant to sections 20 &21 of the companies act 1956)
1. Application for Incorporating a new company Part A : Availability of name 2. Details of applicant a) Director identification number or Income tax account number or passport numberAEMNH3887H b) Name- REHAN QADIR c)Occupation- BUSINESS d)Address- TIKONA PARK JAMIA NAGAR NEW DELHI
e) City- DELHI f) State- DELHI g) Pin code- 011 h) Phone- 9592620105 (i) e-mail ID- email@example.com 3.(a) Type of company - NEW COMPANY (b). State whether the proposed company is public or private PUBLIC phagwara PUNJAB (c). State the category of proposed company- company limited by shares (d). *State the sub-category of proposed company- Indian non government company 4. *Whether the proposed company is - Having share capital – yes 5. *Name of the state in which the proposed company is to be registered- JALANDHAR 6. *Name of office of the Registrar of Companies in which the proposed company is to be registeredRegistrar of companies, JALANDHAR 7. Details of promoters (proposed first subscribers to Memorandum of association (MoA)) *Enter the number of promoters (proposed first subscribers to MoA) -- 7 I- *Category- COMPANY *DIN or Income-tax PAN or passport number or corporate identity number (CIN) or foreign company registration number (FCRN) or any other registration number—DNP 2467 *Name REHAN QADIR II- Category- COMPANY *DIN or Income-tax PAN or passport number or corporate identity number (CIN) or foreign company registration number (FCRN) or any other registration number- DNP 6570 *Name REHAN QADIR 8. Proposed name of the company (Please give 6 names in order of preference) (a). GLAXEY BROTHERS IT Limited (b)DEEPAK IT Limited
(c))AJAY IT Limited (d)REHAN IT Limited (e)OOPS IT Limited (f)DELHI IT LIMITED
9. State the significance of the key or coined word(s), if any, in the proposed name(s) (in brief) (a). (b). (c). (d). (e). (f). 10.*Main objects of the proposed company to be included in its MoA (If the objects include banking, stock exchange, mutual fund etc., a copy of the in-principle approval of the appropriate authority should be enclosed) SOFTWARE DEVELOPMENT 11. *Whether the proposed name(s) is in consonance with the main objects - Yes 12(a) *Whether the proposed name(s) are based on a registered trade mark or is the subject matter of an application pending for registration under the trade marks Act- Yes (b) If yes,furnish particulars of trade mark or application no3438 13.(a)Proposed authorised capital (in Rs.)- 800,000,000 (b) Proposed authorised capital (in words)- EIGHTY Crore only . 14. *Particulars of proposed director(s) (specify information of two directors in case the proposed company is a private company or specify information of three directors in case the proposed company is a public company or specify information of five directors in case the proposed company is a producer company) 1. *DINName
Father's Name Present residential address Passport number Date of birth (DD/MM/YYYY) Income-tax PAN Voter identity card number Nationality 2. *DIN Name Father's Name Present residential address Passport number Date of birth (DD/MM/YYYY) Income-tax PAN Voter identity card number Nationality .(b) Global location number (GLN) of company Part B: In case of change of name 15.(a) *CIN of company (b). *Reasons for change in name (in case of yes above, mention proposed main objects of the company) (b) Address of the registered office of the company 16.(a) Name of the company Attachments 1.In case of change of name of an existing company, a copy of Board resolution
2. Trademark or authorisation to use trade mark, if the name of the company is based on trade mark or application for deed of assignment 3. If change is due to a direction received from the Central Government, then a copy of such direction 4. Optional attachment(s) - if any (c) *e-mail ID of the company (e) Present authorised capital (in words) 17.(a) *Whether the change in name requires change in main objects of the company Yes No (d) Present authorised capital (in Rs.) (f) Maximum number of members Page 5 of 5 For office use only: Digital signature of the authorising officer This e-Form is hereby approved This e-Form is hereby rejected To be digitally signed by Applicant or managing director or director or manager or secretary of the company Verification To the best of my knowledge and belief, the information given in this application and its attachments is correct and complete, and the proposed name does not infringe the trademark rights of any entity or person. I have gone through the provisions of the Companies Act, 1956, the rules and guidelines framed there under in respect of availability of name. I am a promoter (proposed first subscriber to the MoA) and I am also authorised by the other proposed first subscribers to sign and submit this application. I have been authorised by the Board of directors' resolution number dated (DD/MM/YYYY) to sign and submit this application. *DIN or Income-tax PAN or passport number of the applicant; or DIN of the director or Managing Director; or
Income-tax PAN of the manager; or Membership number, if applicable or income-tax PAN of the secretary (secretary of a company who is not a member of ICSI, may quote his/ her income-tax PAN) *Designation
ARTICLE OF ASSOSIATION
1.SHARE CAPITAL AND INCREASE AND REDUCTION OF CAPITAL
“The Authorized Share Capital of the company is Rs. 200,00,00,000 (Rupees two hundred Crore only) divided into 20,00,00,000 (Ten Crore) Equity Shares of Rs. 20 each (Rupees ten only) with powers to increase or reduce the same in accordance with the provisions of the Companies Act, 1956”.
Increase of capital of the company
The Company in General Meeting, may from time to time, increase its capital by the creation of new shares, such increase to be of such aggregate amount and to be divided into shares of such amounts as the resolution shall prescribe. Additional capital to form part of existing capital
Except so far as otherwise provided by the conditions of issue or by these presents, any capital raised by the creation of new shares, shall be considered as part of the existing capital. Redeemable preference shares Subject to the provisions of Section 80 of the Act, the Company shall have the power to issue Preferential Shares which are or at the option of the Company are to be liable to be redeemed and the resolution authorising such issue shall prescribe the manner, terms and conditions of redemption. Reduction of capital The Company may (subject to the provisions of Sections 78, 80, 100 to 105 inclusive, of the Act) from time to time by Special Resolution, reduce its capital and any Capital Redemption Reserve Account or Share Premium Account in any manner for the time being authorised by law, and in particular, capital may be paid off on the footing that it may be called up again or otherwise SHARES AND CERTIFICATES Shares to be numbered progressively and no Shares are to be sub-divided. The shares in the capital shall be numbered progressively according to their several denominations and except in the manner hereinbefore mentioned no share shall be sub-divided. Shares at the disposal of the Directors: Subject to the provisions of these Articles and the Act, the shares in the capital of the Company for the time being (including any shares forming part of any increased capital of the Company) shall be under the control of the Directors who may issue, allot or otherwise dispose of the same or any one of them to such persons in such proportion and on such terms and conditions. The shares can be issued at a discount and at such times as they may from time to time think fit and proper and with the sanction of the Company in General Meeting to give to any person the option to call for or allotted shares of any class of the Company either at par or at premium or subject as aforesaid at a discount during such time and for such consideration and such option being exercisable at such times as the Directors think fit; and any shares which may be so allotted may be issued as fully paid-up shares and if so issued shall be deemed to be fully paid-up shares. The Board shall cause to be filed the returns as to allotment provided for in Section 75 of the Act. Provided that the option or right to call of shares
shall not be given to any person except with the sanction of the company in the General Meeting.
Acceptance of shares Any application signed by, or on behalf of, an applicant for shares in the Company followed by an allotment of any shares therein, shall be an acceptance of shares within the meaning of these Articles; and every person who thus or otherwise accepts any shares and whose name is entered in its Register of Members shall, for the purpose of these Articles, be a member of the Company.
Share Certificate The share certificates shall be issued in market lots and where share certificates are issued in either more or less than market lots, subdivision or consolidation of share certificates into market lots shall be done free of charge. Directors may sign a share certificate by affixing their signature thereon by means of any machine, equipment or other mechanical means, such as engraving in metal or lithography, but not by means of a rubber stamp, provided that the Director shall be responsible for the safe custody of such machine, equipment or other material used for the purpose.
Renewal of share certificate No fee shall be charged for issue of new share certificates in replacement of those which are old, decrepit, worn out. If a share certificate is lost or destroyed, a new certificate in lieu thereof shall be issued only with the prior consent of the Board and on payment of such fee, not exceeding Rupees two as the Board may from time to time fix, and on such terms, if any, as to evidence and indemnity as to payment of such out-of-pocket expenses incurred by the Company in investigating evidence, as the Board thinks fit. When a new share certificate has been issued in pursuance of Clause (c) of this Article, it shall state on the face of it and against the stub or counterfoil to the effect that it is “a duplicate issued in lieu of share certificate No_123.” The word “duplicate” shall be stamped or punched in bold letters across the face of the share certificate.
Directors may from time to time, subject to the terms on which any shares may have been issued and subject to the conditions of allotment, by a resolution passed at a meeting of the Board (and not by circular resolution) make such calls as it thinks fit upon the Members in respect of all monies unpaid on the shares held by them respectively and each member shall pay the amount of every call so made on him to the person or persons and at the time and place appointed by the Board. A call may be made payable by installments. Notice of calls Thirty days notice in writing of any call shall be given by the Company specifying the time and place of payment, and the person or persons to whom such calls shall be made. Calls to date from resolution. A call shall be deemed to have been made at the time when the resolution authorising such call was passed at a meeting of the Board. Call may be revoked A call may be revoked or postponed at the discretion of the Board Sums deemed to be calls Any sum, which by the terms of issue of a share become payable on allotment or at any fixed date, whether on account of the nominal value of the share or by way of premium shall for the purposes of these Articles be deemed to be a call duly made and payable on the date on which by the terms of issue of the same becomes payable, and in the case of nonpayment all the relevant provisions of theses Articles as to payment of interest and expenses, forfeiture or otherwise shall apply as if such sum had become payable by virtue of a call duly made and notified. Part payment on account of call etc. not to preclude forfeiture Neither a judgement nor a decree in favour of the company for calls or other moneys due in respect of any shares nor any part payment or satisfaction thereunder nor the receipt by the company of a portion of any money which shall from time to time be due from any member to the company in respect of his shares, either by way of principal or interest, nor any indulgence granted by the Company in respect of payment of any such money, shall preclude the company from thereafter.
Proof on trial or suit for money on shares
On the trial or hearing of any action or suit brought by the Company against any member or his legal representative to recover any moneys claimed to be due to the company for any call or other sum in respect of his shares, it shall be sufficient to prove a) that the name of the Member, in respect of whose shares the money is ought to be recovered, appears entered in the Register of Members as the holder or one of the holders, at or subsequent to the date at which the money sought to be recovered is alleged to have become due, on the said shares; b) that the resolution making the call is duly recorded in the minutes books, and c) that notice of such call was duly given to the Member or his legal representatives issued in pursuance of these Articles; and that it shall not be necessary to prove the appointment of the Directors who made such call nor that a quorum of Directors was present at the Board at which such call was made, nor that the meetings at which such call was made was duly convened or constituted nor any other matter whatsoever, but the proof of the matters aforesaid shall be conclusive evidence of the debt and the same shall be recovered by the company against the Member or his representative from whom it is ought to be recovered, unless it shall be proved, on behalf of such Member or his representatives against the company that the name of such Member was improperly inserted in the Register or that the money sought to be recovered has actually been paid. Payment of unpaid share capital in advance a) The Board may if it thinks fit, subject to the provisions of the Act, agree to and receive from any Member willing to advance the same, either in money or moneys worth the whole or any part of the amount remaining unpaid on the shares held by him beyond the sum actually called up and upon the moneys so paid or satisfied in advance, or so much thereof, as from time to time and at any time thereafter exceeds the amount of the calls then made upon and due in respect of the shares on account of which such advances have been made, the Board may pay or allow interest at such rate as the Member paying such advance and the Board agree upon; provided always that if at any time after the payment of any such money the rate of interest so agreed to be paid to any such Member appears to the Board to be excessive, it shall be lawful for the Board from time to time to repay to such Member so much of such money as shall then exceed the amount of the calls made upon such shares, unless there
be an express agreement to the contrary; and after such repayment such member shall be liable to pay, and such shares shall be charged with the payment of all future calls as if no such advance had been made; provided also that if at any time after the payment of any money so paid in advance, the company shall go into liquidation, either voluntary or otherwise, before the full amount of the money so advanced shall have become due by the members to the Company, on instalments or calls, or in any other manner, the maker of such advance shall be entitled (as between himself and the other Members) to receive back from the Company the full balance of such moneys rightly due to him by the Company in priority to any payment to members on account of capital.
b) No Member paying any such sum in advance shall be entitled to any voting rights, dividend or right to participate in profits in respect of money so advanced by him until the same would but for such payment become presently payable.
FORFEITURE AND SURRENDER OF AND LIEN ON SHARES
If money payable on share not paid notice to be given to Members. If any Member fails to pay any call or instalment of call on or before the day appointed for the payment of the same or any such extension thereof as aforesaid, the Board may, at any time thereafter, during such time as the call or instalment remains unpaid, give notice to him requiring him to pay the same together with any interest that may have accrued and all expenses that may have been incurred by the Company by reason of such nonpayment.
Terms of notice The notice shall name a day (not being earlier than the expiry of fourteen days from the date of service of notice) and a place or places on and at which such call or instalment and such interest thereon at such rate as the Directors shall determine from the day on which such call or instalment ought to have been paid and expenses as aforesaid are to be paid. The notice shall also state that, in the event of the non-payment at or before the time and the place appointed, the share in respect of which the call was made or instalment is payable will be liable to be forfeited: In default of payment, shares may be forfeited
If the requirements of any such notice as aforesaid are not complied with, every or any share in respect of which such notice has been given, may at any time thereafter, but before payment of all calls or instalments, interest and expenses due in respect thereof, be forfeited by a resolution of the Board to that effect. Such forfeiture shall include all dividends and bonuses declared in respect of the forfeited shares and not actually paid before the forfeiture. Notice of forfeiture When any share shall have been so forfeited, notice of the forfeiture shall be given to the Member in whose name it stood immediately prior to the forfeiture or to any of his legal representatives, or to any of the persons entitled to the shares by transmission and an entry of the forfeiture, with the date thereof, shall forthwith be made in the Register of Members but no forfeiture, shall be in any manner invalidated by any omission or neglect to give such notice or to make such entry as aforesaid.
Forfeited shares to become property of the Company and may be sold, etc.
Any share so forfeited shall be deemed to be the property of the Company and may be sold, re-allotted or otherwisedisposed of, either to the original holder thereof or to any other person, upon such terms and in such manner as the Board shall think fit.
Members still liable to pay money due notwithstanding the forfeiture Any member whose shares have been forfeited shall, notwithstanding the forfeiture, be liable to pay, and shall forthwith pay to the Company on demand all calls, amounts, instalments, interest and expenses owing upon or in respect of such shares at the time of the forfeiture, together with interest thereon from the time of the forfeiture until payment, at such rate as the Board may determine and the Board may enforce the payment thereof if it thinks fit.
Effect of forfeiture
The forfeiture of a share shall involve extinction, at the time of the forfeiture, of all interest in and of all claims and demands against the Company, in respect of the share, and all other rights incidental to the
share, except only such of those rights as by these Articles are expressly saved. Surrender of shares The Directors may subject to the provisions of the Act, accept a surrender of any shares from or by any Member desirous of surrendering them on such terms as they think fit. Evidence of forfeiture A declaration in writing that the declaring is a Director or Secretary of the Company and that a share in the Company has been duly forfeited in accordance with these Articles on the date stated in the declaration, shall be conclusive evidence of the facts therein stated as against all persons claiming to be entitled to the share. Power of talent Company’s lien on shares The Company shall have a first and paramount lien upon all the shares, not being fully paid-up shares, registered in the name of each Member (whether solely or jointly with another or others), and upon the proceeds of sale thereof, for all moneys (whether presently payable or not) called or payable at a fixed time in respect of such shares and no equitable interest in any share shall be created except upon the footing and condition that Article 21 hereof is to have full effect. Any such lien shall extend to all dividends from time to time declared in respect of such shares. Unless otherwise agreed, the registration of a transfer of shares shall operate as a waiver of the Company’s lien if any on such shares. The Board of Directors may at any time declare any shares to be exempt, wholly or partially from the provisions of this Article.
Lien enforced by sale For the purpose of enforcing such lien, the Directors may sell the shares subject thereto in such manner as they think fit and for that purpose may cause to be issued a duplicate certificate in respect of such shares and may authorise one of their member or some other person to execute a transfer thereof on behalf of and in the name of such member. No such sale shall be made until such time as the moneys in respect of which such lien exists or some part thereof is presently payable or the liability in respect of which such lien exists is liable to be presently fulfilled or
discharged and until notice in writing of the intention to sell shall have been served on such Member, or his heirs, executors, administrators, or other representatives or upon the persons (if any) entitled by transmission to the shares or any one or more of such heirs, executors, administrators, representatives or persons, and default shall have been made by him or them in payment, fulfilment or discharge of such debts, liabilities or engagements for fourteen days after such notice. Application of sale proceeds 49. The net proceeds of any such sale after payment of the costs of such sale shall be applied in or towards the satisfaction of such debts, liabilities or engagements and the residue (if any) paid to such Member, or any of his heirs, executors, administrators, representatives or assigns or any of the persons (if any) entitled by transmission to the shares sold. Validity of sale under Articles 50. Upon any sale after forfeiture or for enforcing a lien in purported exercise of the powers hereinbefore given, the Board may appoint some person to execute an instrument of transfer of the shares sold and cause the purchaser’s name to be entered in the Register in respect of the Shares sold and the purchaser shall not be bound to see to the regularity of the proceedings, or to the application of the purchase money and after his name has been entered in the Register in respect of such shares, the validity of the sale shall not be impeached by any person and the remedy of any person aggrieved by the sale shall be in damages only in and against the Company exclusively. Cancellation of share certificate in respect of forfeited shares 51. Upon any sale, re-allotment or other disposal under the provisions of the preceding Articles, the certificate or certificates originally issued in respect of the relative shares shall (unless the same shall on demand by the Company have been previously surrendered to it by the defaulting Member) stand cancelled and become null and void and of no effect, and the Directors shall be entitled to issue a new certificate or certificates in respect of the said shares to the person or persons entitled thereto. Power to annul forfeiture 52. The Board may at any time before any share so forfeited shall have been sold, re-allotted or otherwise disposed of, annul the forfeiture thereof upon such conditions as it thinks fit.
t TRANSFER AND TRANSMISSION OF SHARES Register of Transfers 53. “The company shall keep a Register of Transfers and shall have recorded therein fairly and distinctly particulars of every transfer or transmission of any share held in material form”. Resolution passed at the Extraordinary General Meeting held on January 6, 1998. Form of transfer 54. Shares in the Company shall be transferred by an instrument in writing in such form as prescribed under Section 108 of the Companies Act, 1956, or under rules made thereunder from time to time. To be executed by Transferor and Transferee 55. The instrument of transfer duly stamped and executed by the transferor and the transferee shall be delivered to the Company in accordance with the provisions of the Act. The instrument of transfer shall be accompanied by such evidence as the Board may require to prove the title of the transferor and his right to transfer the shares and every registered instrument of transfer shall remain in the custody of the Company until destroyed by an order of the Board. The transferor shall be deemed to be the holder of such shares until the name of the transferee shall have been entered in the Register of Members in respect thereof. Before the registration of a transfer, the certificate or certificates of the shares must be delivered to the Company. 55A. “In the case of transfer or transmission of shares or other marketable Securities where the company has not issued any certificates and where such shares or Securities are being held in any electronic and fungible form in a Depository, the provisions of the Depositories Act 1996 shall apply” Resolution passed at the Extraordinary General Meeting held on January 6, 1998 Directors may refuse to register transfers Subject to the provisions of Section 111 of the Act, the Board, may at its own absolute and uncontrolled discretion, and without assigning any reason, decline to register or acknowledge any transfer of shares whether fully paid or not (notwithstanding that the proposed transferee be already a Member), but in such cases it shall, within one month from the date on which the instrument of transfer was lodged with the Company, send to the transferee and the transferor notice of refusal to register such
transfer. Provided that registration of a transfer shall not be refused on the ground that the transferor being either alone or jointly with any other person or persons indebted to the Company on any account whatsoever except on shares. Refusal to register transfer In particular and without prejudice to the generality of the above powers, the Board may subject to the provisions of Section 111 of the Companies Act, 1956 decline to register in exceptional circumstances when it is felt that the transferee is not a desirable person from the larger point of view of the interest of the Company as a whole subject to the provisions of the clause (c) of subsection (4) of Section 22A of the Securities Contract (Regulation) Act. Sub-division/consolidation in marketable lots only Transfer of shares in whatever lot should not be refused, though there would be no objection to the company refusing to split a share certificate into several scrips of any small denominations or to consider a proposal for transfer of shares comprised in a share certificate to several parties, involving such splitting, if on the face of it such splitting/ transfer appears to be unreasonable or without a genuine need. The Company should not, therefore, refuse transfer of shares in violation of the Stock Exchange listing requirements on the ground that the number of shares to be transferred is less than any specified number.
Death of one or more joint holders of shares In case of the death of any one or more of the persons named in the Register of Members as the joint holders of any share, the survivor or survivors shall be the only persons recognised by the Company as having any title to or interest in such share, but nothing herein contained shall be taken to release the estate or a deceased joint-holder for any liability on shares held by him jointly with any other person. Power of talent Title to shares of deceased Member The executors or administrators or holders of a Succession Certificate or the legal representatives of a deceased Member(not being one of two or more joint-holders) shall be the only person recognised by the Company as having any title to the shares registered in the name of such Member,
and the Company shall not be bound to recognise such executors or administrators or holders of a Succession Certificate or the legal representatives unless such executors or administrators or legal representatives shall have first obtained Probate or Letter of Administration or Succession Certificate, as the case may be, from a duly constituted court in the Union of India provided that in case where the Board in its absolute discretion think fit, the Board may dispense with production of Probate or Letters of Administration or Succession Certificate, upon such terms as to indemnity or otherwise as the Board in its absolute discretion may think necessary and under Article 59 register the name of any person who claims to be absolutely entitled to shares standing in the name of a deceased Member, as a Member.
No transfer to insolvent, etc. No share shall in any circumstances, be transferred to any insolvent or person of unsound mind. Registration of person entitled to shares otherwise than by transfer Subject to the provisions of the Act and Articles 59 and 60 any person becoming entitled to shares in consequences of death, lunacy, bankruptcy or insolvency of any Member, or by any lawful means other than by a transfer in accordance with these Articles, may with the consent of the Board (which it shall not be under any obligation to give) upon producing such evidence that he sustains the character in respect of which he proposes to act under this Article, or of his title, as the Board thinks sufficient, either be registered himself as the holder of the shares or elect to have some persons nominated by him and approved by the Board, registered as such holder; provided nevertheless, that if such person shall elect to have his nominee registered, he shall testify the election by executing in favour of his nominee an instrument of transfer in accordance with the provisions herein contained, and until he does so he shall not be freed from any liability in respect of the shares. MEMBERS’ MEETINGS Annual General Meeting Annual General Meeting of the company may be convened subject to Section 166 and Section 210 of the Act by giving not less than 21 days notice in writing. Subject to the provisions of Section 171 (2) a meeting may be convened after giving a shorter notice.
Extra ordinary General Meeting The Board may, whenever it thinks fit, call an Extraordinary General Meeting and it shall do so upon a requisition in writing by any Member or Members holding in the aggregate not less than one tenth of such of the paid-up capital as at that date carried the right of voting in regard to the matter in respect of which the requisition has been made. t Requisition of members to state Objects of Meeting Any valid requisition so made by the Members must state the object or objects of the meeting proposed to be called, and must be signed by the requisitionists and be deposited at the office; provided that such requisition may consist of several documents in like form each signed by one or more requisitionists.
On receipt of requisition, Directors to call meeting and in default requisitionists may do so Upon the receipt of any such requisition, the Board shall forthwith call an Extraordinary General Meeting; and if it does not proceed within twentyone days from the date of the requisition being deposited at the Office to cause a meeting to be called on a day not later than forty-five days from the date of deposit of the requisition, the requisitionists, or such of their number as represent either a majority in value of the paid-up. share capital held by all of them or not less than one-tenth of such of the paidup share capital of the Company as is referred to in Section 169 (4) of the Act, whichever is less, may themselves call the meeting, but in either case any meeting so called shall be held within three months from the date of deposit of the requisition as aforesaid.
Meeting called by requisitionists Any meeting called under the foregoing Articles by the requisitionists shall be called in the same manner, as nearly as possible, as that in which meetings are to be called by the Board.
Quorum at General Meeting
Five members present in person shall be a quorum for a General Meeting.
Body corporate personally present A body corporate being a member shall be deemed to be personally present if it is represented in accordance with Section 187 of the Act.
If quorum not present meeting to be dissolved or adjourned If, at the expiration of half an hour from the time appointed for holding a meeting of the Company, a quorum shall not be present, the meeting it convened by or upon the requisition of Members, shall stand dissolved, but in any other case the meeting shall stand adjourned to the same day in the next week or if that day is a public holiday until the next succeeding day which is not a public holiday at the same time and place or to such other day at such other time and place within the city or town in which the Office of the Company is situate as the Board may determine, and if at such adjourned meeting a quorum is not present at the expiration of half an hour from the time appointed for holding the meeting, the Members present shall be a quorum, and may transact, the business for which the meeting was called. The Chairman (if any) of the Directors shall be entitled to take the chair at every General Meeting, whether Annual or Extraordinary. If there be no such Chairman of the Directors, or if at any meeting he shall not be present within fifteen minutes of the time appointed for holding such meeting then the members present shall elect another Director as Chairman and if no Director be present or if all Directors present decline to take the Chair, then the members present shall elect one of their members to be the Chairman.
Business confined to election of Chairman Whilst chair vacant No business shall be discussed at any General Meeting except the election of a Chairman, whilst the chair is vacant.
Chairman with consent may adjourn meeting The Chairman with the consent of the meeting may adjourn any meeting from time to time and from place to place within the city or town in which
the office of the Company is situated for the time being but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.
Chairman’s casting vote In the case of any equality of votes, the Chairman shall both on a show of hands and at a poll (if any) have a casting vote in addition to the votes to which he may be entitled as a Member.
Demand for poll not to prevent transaction of other business The demand for a poll except on the question of the election of the Chairman and of an adjournment shall not prevent the continuance of a meeting for the transaction of any business other than the question on which the poll has been demanded.
Member in arrears not to vote No member shall be entitled to vote either personally or by proxy at any General Meeting or meeting of a class of shareholders either upon a show of hands or upon a poll in respect of any shares registered in his name on which any calls or other sums presently payable by him have not been paid or in regard to which the Company has, and has exercised, any right of lien.
Number of votes to which member entitled Subject to the provisions of these Articles and without prejudice to any special privileges or restrictions as to voting for the time being attached to any class of shares for the time being forming part of the capital of the Company, every member, not disqualified by the last preceding Article shall be entitled to be present and to speak and vote at such meeting, and on a show of hands every member present in person shall have one vote and upon a poll the voting rights of every member whether present in person or by proxy, shall be in proportion to his share of the paid-up equity capital of the Company.
Casting of votes by a member entitled to more than one vote On a poll taken at a meeting of the Company, a member entitled to more than one vote, or his proxy, or other person entitled to vote for him as the case may be, need not, if he votes, use all his votes or cast in the same way all the votes he uses.
Votes of members of unsound mind and minors A member of unsound mind or in respect of whom an order has been made by any court having jurisdiction in lunacy, may vote, whether on a show of hand or on a poll, by his committee or other legal guardian, and any such committee or guardian may, on a poll vote by proxy. If any member be a minor, the votes in respect of his share or shares shall be by his guardian or any of his guardians, if more than one, to be elected in case of dispute by the Chairman of the meeting.
Votes of Joint members If there be joint registered holders of any shares, any one of such persons may vote at any meeting or may appoint another person (whether a Member or not) as his proxy in respect of such shares as if he were solely entitled therein but the proxy so appointed shall not have any right to speak at the meeting and, if more than one of such joint holders be present at any meeting, that one of the said person so present whose name stands higher on the Register shall alone be entitled to speak and to vote in respect of such shares, but the other or others of the jointholders shall be entitled to be present at the meeting. Several executors or administrators of a deceased member in whose names share stand shall for the purpose of these Articles be deemed joint holders thereof.
Number of Directors Until otherwise determined by the company in a General Meeting and subject to the provisions of Section 252 of the Act, the number of directors (excluding Debenture Directors and Directors appointed under Article 111 hereof and Alternate Directors) shall not be less than three nor more than Eighteen.
Resolution passed at the Annual General Meeting held on May 27, 2009 Non-retiring Directors If and so long as Mr. N. R. Narayana Murthy and/or his relatives shall hold not less than 5% of the issued equity share capital of the Company, Mr. N. R. Narayana Murthy shall be the Managing Director of the Company and shall not be liable to retire by rotation.
Appointment of special Directors On behalf of the Company, whenever Directors enter into a contract with any Government, Central, State or Local, any Bank or Financial institution or any person or persons (hereinafter referred to as “the appointer”) for borrowing any money or for providing any guarantee or security or for technical collaboration or assistance or for underwriting or entering into any other arrangement whatsoever the Directors shall have, subject to the provisions of Section 255 of the Act, the power to agree that such appointer shall have right to appoint or nominate by notice in writing addressed to the Company one or more Directors on the Board for such period and upon such conditions as may be mentioned in the agreement and that such Director or Directors may not be liable to retire by rotation nor be required to hold any qualification shares. The Directors may also agree that any such Director or Directors may be removed from time to time by the appointer entitled to appoint or nominate them and the appointer may appoint another or others in his or their place and also fill in any vacancy which may occur as a result of any such Director or Directors ceasing to hold that office for any reason whatsoever. The Directors appointed or nominated under this Article shall be entitled to
exercise and enjoy all or any of the rights and privileges exercised and enjoyed by the Directors of the Company including payment of remuneration and travelling expenses to such Director or Directors as may be agreed by the Company with the appointer.
Debenture Directors If it is provided by any Trust Deed, security or otherwise, in connection with any issue of debentures of the Company that any person or persons shall have power to nominate a Director or Directors of the Company, then in the case of any and every such issue of debentures, the person or persons having such power may exercise such power from time to time and appoint a Director or Directors accordingly. Any Director so appointed is herein referred to as “Debenture Director”. A Debenture Director may be removed from office at any time by the person or persons in whom for the time being is vested the power under which he was appointed and another director may be appointed in his place. A debenture director shall not be bound to hold any qualification shares. A debenture director shall not if so agreed by the company be liable to retire by rotation; but shall automatically cease to hold office as a director if and when the debentures are fully discharged. t
Co-option of Directors Directors shall have power at any time and from time to time to co-opt any other person as a director either to fill a casual vacancy or as an additional director, so that the total number of directors shall not at any time exceed the maximum fixed. Any director appointed to fill casual vacancy shall hold office only up to the date up to which the director in whose place he has been placed would have held the office if it had not been vacated. Any additional director shall hold office only up to the date of next Annual General Meeting of the Company but shall be eligible for re-election at such meeting.
Alternate Directors The Board may appoint an alternate director to act for a director (hereinafter called “original director” during his absence for a period of
not less than three months from the State in which meetings of the Board are ordinarily held. An alternate director appointed under this Article shall not hold office as such for a period longer than that permissible to the original director and shall vacate office if and when the original director returns to the State aforesaid. If the term of office of original director is determined before he so returns to the State aforesaid any provision for automatic reappointment of retiring directors in default of another appointment shall apply to the original and not to the alternate director. Remuneration of Directors The remuneration of Directors and Executives of the Company, including the fees payable to the Directors of the Company in attending the Meeting of the Board or the Committees of the Board, shall be determined by the Board of Directors from time to time, provided that the sitting fees payable to the Directors as aforesaid shall be within the maximum limits of such fees that may be prescribed under the proviso to Section 310 of the Companies Act, 1956. Directors’ Travelling Expenses In addition to the remuneration payable to them, the Directors shall be entitled to be paid all travelling, hotel and other incidental expenses properly incurred by them in attending and returning from meetings of the Board of Directors or any Committee thereof or General Meetings or in connection with the business of the Company. The rules in this regard may be framed by the Board of Directors from time to time. Terms of office of Directors Not less than two-thirds of the total number of Directors shall be persons whose period of office is liable to determination by retirement of Directors by rotation. Retirement of Directors by rotation At every annual general meeting of the Company one-third of such of the Directors for the time being as are liable to retire by rotation, or if their number is not three or a multiple of three, then the number nearest to one third, shall retire from office. Ascertainment of Directors to retire
The Directors to retire by rotation under the foregoing article shall be those who have been longest in office since their last appointment but as between persons who become Directors on the same day, those who are to retire shall, in default of and subject to any agreement among themselves, be determined by lot. A retiring Director shall be eligible for re-election.
Company may increase or reduce number of Directors Subject to Sections 252 , 256 and 259 of the Act, the Company in general meeting may from time to time, increase or reduce the number of Directors, within the limits fixed in that behalf by these Articles. Removal of Directors The Company may (subject to the provisions of Section 284 of the Act) remove any Director before the expiration of his period of office and appoint another person in his stead.
After the receipt of certificate of incorporation, if the promoters of a public limited company wishes to issue shares to the public, he will issue a document called prospectus. It is an invitation to the public to subscribe to the share capital of the company. The companies Act, 1956 defines prospectus as any document described or issued as a prospectus and include any notice, circular, advertisement or other documents inviting deposits from the public or inviting offer from
the public for the subscription of shares. It is circulated among the public in printed pamphlets. prospectus gives all necessary information about the company so that the prospective shareholders may fully understand the objectives and the plans of the company.
Contents 1. General information
A. Name and address of registered office
GLAXEY BROTHERS IT LTD. HARGOBIND NAGAR PHAGWARA, JALANDHAR B. Company has been listed in the Ludhiana stock exchange LSE, Bombay stock exchange (BSE), National stock change (NSC) and
It has been declared that if the standard value that has been set twenty five cores if in case 90% is not received with the 90 days from the closure of the issue then company will refund the issue.
D. E. F.
Date of the opening of the issue: - 9rd /December/2009. And the date of the closing of the issue:-24th –march 2009. Name of the Auditor:Name:-chandan sasthri R/o x34 Town Ludhiana
Name of the Director:REHAN QADIR JAMIA NAGAR NEW DELHI 25
Capital structure of the company:A. Authorized capital:B. Issued Capital:C. Subscribed Capital:
Terms of the present issue:A. Terms of the payment:B. How to apply- Interested official website C. The mode of the payment :- D.D or by Cash. D. The company is situated in Economic area that is going to be benefited all the share holders of the company. PARTICULAR OF THE ISSUE people can download forms from the companies
A) OBJECTS: SOFTWARE DEVELOPMENT b) PROJECT COST: RS 80,00,00,000 C) MEANS OF FINANCING: loan from bank ,by issuing share and debenture
4. Company:1) Software development and maintenance manufacturing computer. 2) Promoter is REHAN QADIR 3) Project is located at Hargowind Nagar Phagwara (PUNJAB)
5. The Products:A. The company is producing software ; it is also dealing with all the MNC’S of the India. B. It is operating at the national as well as on the International level.
6. Future prospects:The company is expecting to triple their sales and production within the formation of 1st year. Company also expecting to increase their cash profits and net profits.
FORM NO. 1
Registration No. of Company .......... Rs. ................
Nominal Capital :
THE COMPANIES ACT, 1956
Declaration of compliance with the requirements of the Companies Act, 1956 on application for registration of a company
[Pursuant to section 33(2)]
Name of Company GLAXEY Limited/Private Limited
BROTHERS IT LTD
Presented by ..REHAN QADIR
I,REHAN QADIR DIRECTOR do solemnly and sincerely Declare that I am  company, or a person
GLAXEY BROTHERS IT LTD who is engaged in the formation of the
Named in the articles as a director/manager/secretary of the Limited/Private
And that all the requirements of the Companies Act, 1956, and the rules there under in respect of matters precedent to the registration of the said company and incidental thereto have been complied with. And make this solemn declaration conscientiously believing the same to be true.
Date 02/10/2009 Place PHAGWARA Witness REYAZ IQBAL
REHAN QADIR Signature DIRECTOR Designation
1. An advocate of the Supreme Court of the ...................... High Court, an attorney or a pleader entitled to appear before the ........................... High Court or a chartered accountant practising in India. 2. State whether director, manager / secretary /advocate/ chartered account.
FORM NO. 18
Registration No. of the Company THE COMPANIES ACT, 1956
Nominal Capital: Rs
Notice of the situation/change of situation of registered office [pursuant to section 146] Name of the company
GALXEY BROTHERS IT LTD.
Notice is hereby given that ---1. (a) the registered office of the company is situated JALANDHAR .with effect from [date] (b) the situation of the registered office of the company of was changed from to with effect form . [date] 2. Situation of registered office falls under the jurisdiction of PHAGWARA (name of the police station).* Dated this Day of 19
Name (In Block Capitals)
*State address of nearest police station with district and tehsil.
FORM NO 29 Registration No. of Company ........................ Rs. ................................... Nominal Capital
THE COMPANIES ACT, 1956 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) and 266(1)(b)(iii)] Name of company . Limited ..........................................
GLAXEY BROTHERS IT LTD.......
Presented by .....REHAN QADIR......................................................................................................... To the Registrar of Companies .JALANDHAR................................................................. I, the undersigned, hereby testify my consent to act as director of the .GLAXEY BROTHERS IT LTD.......................... limited, ................................ pursuant to section 264(2)/266(1)(a) of the Companies Act, 1956 and certify that I have not been disqualified to act as a director under sections 267 and/or 274 of the Companies Act, 1956. I, the undersigned having consented to act as director of the .GLAXEY BROTHERS ITLTD............................. Limited, also hereby undertake to take from the said company and pay for .................... shares of Rs. ................. each, being the number/value of the shares prescribed as the qualification shares for the office of director of the said company. Name and surname in full and father’s names 1 Address Occupatio n Date of birth Nationalit y Signature
2 JAMIA NAGAR NEW DELHI
4 08/10/198 6
6 REHAN QADIR
Signature .....REHAN QADIR........................
Designation .DIRECTOR.......................... Dated the .....02/10/2009...................... day of .................... 15 Notes: (1) Delete the portion not applicable. (2) If a director signs through his agent authorised in writing, the authority must be produced before the Registrar. (3) In case of undertaking to take and pay for qualification shares, the from should be accompanied by the necessary stamp duty.
FORM NO. 32 Registration No. of Company .......................... Rs. ................................... THE COMPANIES ACT, 1956 Particulars of appointment of directors and manager and changes among them [Pursuant to section 303(2)] Name of Company .GLAXEY Nominal Capital
Presented by ...REHAN
Note : --- If a company has no particulars to be included in one or two of the headings ‘A’ ‘B’ and ‘C’ the parts containing those headings (in respect of which the company has no particulars to be included) need not be filed. A. Appointment of and changes among directors. Name or names and surname in full 1 Father’s/ husband’s name 2 Usual residential address 3 BIHAR 1- DEEPAK 2- AJAY Nationality Date of appointme nt or change 5 Brief particulars of changes 6
Notes: (1) A note of changes should be made in column 6 e.g. by inserting against the name of new director, etc. the words “in place of ........................ and by indicating against the name of the former director, the cause for the change, e.g. by death, resignation, retirement by rotation, disqualification etc. (2) In case of managing director, his designation should be stated with his name in columan1. B. C. [***] Appointment of and changes in manager ship and secretary ship. Father’s/ husband’s name 2 MR. REYAZ AQBAL Usual residential address 3 BIHAR Nationality Date of appointme nt or change 5 Brief particulars of changes 6
Name or names and surname in full 1
Dated the ....02/10/2009...................................... day of ..............16 Signature ....REHAN QADIR........................................ Designation..DIRECTOR.......................................... Notes: (1) For the purposes of this form, particulars of a person appointed as manager within the meaning of section 2(24) of the Companies Act, 1956 need be given. (2) A note of change as also the cause of change e,g, by death, resignation, removal, disqualification, etc. should be stated in column 6.
REGISTRAR OF COMPANY CERTIFICATE OF COMMENCEMENT OF BUSINESS
This is to certify that the GLAXEY BROTHERS IT LTD. Filed for incorporation was granted on the 1st December 2009. The GLAXEY BROTHERS IT LTD.. Fulfil all the requirements and the legal procedures of the incorporation of the company and all documents and information which is given BY the industry regarding to the formation of company were found legal and satisfactory , according to the company act 1956. From this day 1st December 2009 the company is registered as a public ltd company and capable of undertaking its normal business operation in India or all over the world .
Date 25st NOV. 2009 Place- JALANDHAR
signature Registrar of company
This copy of certificate of registration is send to theRegistrar of company Delhi Registrar of company GLAXEY BROTHERS IT LTD Ministry of corporate affairs (MCA)
PARTY 1 Between: RSP FURNITURE LTD. with his main address located or head office located at …JALANDHAR…………………….. Complete address:
RSP FURNITURE LTD.
Registered off : MODEL TOWN PAGWARA Administrative office : HOUSE NO. 34 HAMEERPUR HIMACHAL PARTY 2 And : (GLAXEY BROTHERS IT LTD.) The company organized and existing by laws with his head office located at…… JALANDHAR…………………………
GLAXEY BROTHERS IT LTD.
Registered off : HARGOBIND NAGAR PAGHWARA ,PUNJAB
Administrative office : 1230/11- ALPHA TOWER MODEL TOWN, JALANDHAR PUNJAB PH. NO.- 9023050848 FAX- 897640
WEB SITE- www.GLAXEY BROTHERS .COM
The mutual agreement between the two company is on 02/11/2009. And both the company are legally bound, and the terms and condition s are
1. Services to company : Agreement between GLAXEY BROTHERS IT LTD. The SOFTWARE DEVELOPMENT company and RSP FURNITURE LTD. It is in contract with the company for furniture in all the regional and administrative office. 2. Terms of agreement : This agreement will be begin [01-12-09] and will end [01-0510]. Either party may cancel the agreement in between [30 days] notice to other party in writing by certified personal delivery or by mail.
3. Place of services :
According to the agreement the place of services is all over the India. The time is not specific any time they have to work perform. 4. Payment The mode of payment is either cash or draft, the time limit of the payment is after the 30 days of work performed. Until or unless any payment is left so it is clear at the end of financial year. The financial year of the company is 1st April to 31st march .
5.AUTHORITY – managing director of both the company have full authority to change the agreement by mutual understanding .
6 .JudiciaryAny type of legal obligation is to be held in jalandhar highcourt.
8. Witness: At time of contract the witness are REYAZ Jalandhar, Punjab
PUNEET Sharma Jalandhar, Punjab
RSP FURNITURE LTD.
GLAXEY BROTHERS IT LTD.
PARTY 1 Between: INDIAN URBAN BANK LTD. with his main address located or head office located at … JALANDHAR…………………….. Complete address:
INDIAN URBAN BANK LTD.
Registered off : PREET NAGAR; PAGWARA Administrative office : HOUSE NO. 39 SILONG (MEGHALAYA)
PARTY 2 And : (GLAXEY BROTHERS IT LTD.) The company organized and existing by laws with his head office located at…… JALANDHAR………………………… Complete address:
GLAXEY BROTHERS IT LTD.
Registered off : HARGOBIND NAGAR PAGHWARA ,PUNJAB Administrative office : 1230/11- ALPHA TOWER
MODEL TOWN, JALANDHAR PUNJAB PH. NO.- 9023050848 FAX- 897640
WEB SITE- www.GLAXEY BROTHERS .COM
The mutual agreement between the two company is on 02/11/2009. And both the company are legally bound, and the terms and condition s are 1. Services to company : Agreement between GLAXEY BROTHERS IT LTD. The SOFTWARE DEVELOPMENT company and INDIAN URBAN BANK LTD. It is in contract with the company for financing CAPITAL for company. 2. Terms of agreement : This agreement will be begin [01-12-09] and will end [01-0510]. Either party may cancel the agreement in between [30 days] notice to other party in writing by certified personal delivery or by mail. 3. Place of services : According to the agreement the place of services is all over the India. The time is not specific any time they have to work perform. 4. Payment The mode of payment is either cash or draft, the time limit of the payment is after the 30 days of work performed. Until or unless any payment is left so it is clear at the end of financial year. The financial year of the company is 1st April to 31st march . 5.AUTHORITY – managing director of both the company have full authority to change the agreement by mutual understanding .
6 .Judiciary-Any type of legal obligation is to be held in jalandhar highcourt. 8. Witness: At time of contract the witness are REYAZ Jalandhar, Punjab
PUNEET Sharma Jalandhar, Punjab Party 1 INDIAN URBAN BANK LTD. party 2 GLAXEY BROTHERS IT LTD.
REFERENCE TO THE JOURNEL/MAGZINE/NEWSPAPER N.D.KAPOOR AKHILASHWAR PATHAK
REFERENCE TO THE INTERNET www.vakeel.com www.roc.com www.mca.gov.in
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