Assignment no-3 Corporate law (Textile industry

)

Name of company-

“SHAKTI TEXTILE LIMITED”
Kullu (HP)

Chairman and director- AKHIL SHARMA Q1809A07 Chief financial officer- BISWAJIT SINGH, Q1809A15 Chief marketing officer- SAMEER TANEJA, Q1809A12 Submitted To- Mrs. Nancy Sahni Date of submission- 29/10/2010

THE COMPANIES ACT, 1956 COMPANY LIMITED BY SHARES MEMORANDUM OF ASSOCIATION OF “ SHAKTI TEXTILE LIMITED”

Name clause The name of the Company is “ SHAKTI TEXTILE LIMITED” Registered office clause 1. The registered office of the Company will be situated AT near rajaroopi palace ragunathpur sultanpur, kulu (Himachal pradesh) (INDIA) Object clause 2. The objects for which the Company is established are: A. MAIN OBJECTS OF THE COMPANY TO BE PURSUED BY THE COMPANY ON ITS INCORPORATION 1. To carry on the business of manufacturers, dealers, agents, factors, importers, exporters, merchants and financiers of all kinds of manmade fibers and manmade fiber yarns of all kinds, manmade fiber cords of all kinds and manmade fiber fabrics of all kinds, mixed with or without mixing, materials like woolen, cotton, metallic or any other fibers of vegetable, mineral or animal origin, manufacturing such manmade fibers and manmade fiber products of all description and kinds with or without mixing fibers of other origin as described above, by any process using petrochemicals of all description or by using vegetable or mineral oils or products of all description required to produce such manmade fibers. B. OBJECTS INCIDENTAL OR ANCILLARY TO THE ATTAINMENT OF THE MAIN OBJECTS To do or perform all or any of the following operations, acts or things which are necessary or incidental to carry on the above objects: 1. To enter into agreements and contracts with Indian or foreign individuals,companies or other organisations for technical, financial or any other assistance for carrying out all or any of the objects of the Company. 2. To establish and maintain any agencies in India or any part of the world for the conduct of the business of the Company or for the sale of any materials for the time being at the disposal of the Company for sale.

3. To advertise and adopt means of making known the business activities of the Company or any articles or goods traded in or dealt with by the Company in any way as may be expedient including the posting of bills in relation thereto and the issue of circulars, books, pamphlets and price-lists and the conducting of competitions, exhibitions and giving of prizes, rewards and donations. 4. To apply for, purchase or otherwise acquire and protect, prolong and renew trademarks, trade names, designs, secret processes, patent rights, “Brevets D’Invention” licenses, protections and concessions which may appear likely to be advantageous or useful for the Company and to spend money in experimenting and testing and improving or seeking to improve any patents, inventions or rights, which the Company may acquire or propose to acquire or develop. 4-A. To expend money on research, experimentation, development, testing, improving or seeking to improve existing products, patents, rights, etc., in connection with any of its activities in pursuance of the aforesaid objects and to expend money to invent, develop, or seek, any new products allied to and in the course of pursuing the objects as detailed in this clause. 4-B. To work, develop, license, sell or otherwise deal with any inventions in which the Company is interested whether as Owner, Licensee or otherwise, and to make, levy, or hire any machinery required for making or desirable to be used as machines included in such inventions. 5. To enter into partnership or into any arrangement for sharing profits, union of interest, cooperation, joint venture, reciprocal concession or otherwise with any person, firm, or company carrying on or engaged in or about to carry on or engage in any business or transaction which this Company is authorized to carry on or engage in or any business or undertaking or transaction which may seem capable of being carried on or conducted so as directly or indirectly to benefit the Company; and to lend money, to guarantee the contracts of or otherwise assist any person, firm or Company and to take or otherwise acquire and hold shares or securities of any such person, firm or company and to sell, hold, re-issue with or without guarantees or otherwise deal with such shares and securities.

Liability clause
3. The liability of the members is limited. Liability of members will be limited up to the

amount of shares they are purchasing Capital clause 4. The Authorized Share Capital of the company is Rs. 500,00,00,000 (Rupees five hundred crores only) divided into 50,00,00,000 (fifty crore only) Equity Shares of Rs. 10 each (Rupees ten only) with power to increase and reduce the capital of the company, however the paid up capital of the company is Rs. 100 crore (Rupees hundred crores only) and to divide the shares in the capital such as preferential, deferred, qualified or special rights, privileges or conditions as may be determined by articles of Association of the company for the time being and to vary, modify any such rights, privileges or conditions in such

manner as may be permitted by the Companies Act, 1956 or by the Articles of Association of the company. Contribution on widening up 5. Each member of the Association undertakes to contribute to the property of the Association in the event of its being wound up while he is a member or within one year after he ceases to be a member, for payment of debts and liabilities of the Association contracted before he ceased to be a member and of the costs and expenses of winding up and for adjustment of the rights of the contributories amongst themselves.

ARTICLES OF ASSOCIATION OF “ SHAKTI TEXTILE LIMITED”
1. THESE ARTICLES SHALL BE CONSTRUCTED AS PER THE MOA-

1.1.

The number of members with which the Association proposes to be registered is 7 but the Board of Directors may from time to time register an increase of members. The Association is established for the purposes expressed in the Memorandum of Association. In the interpretation of these Articles unless there be something in the subject or context inconsistent therewith: Member includes any person, firm, partnership, company, corporation, joint venture, or any other organization who applied for and was duly elected to membership of the Association. Chief Executive includes any person appointed for the time being to perform the duties of the office of the Chief Executive of the Association. Office means the office from time to time of the Association.

1.2.

1.3. .

1.4.

1.5.

1.6. 1.7.

Persons and words importing persons shall if the context so requires include as well as individual natural persons, firms, partnerships, companies, corporations, and joint ventures whether incorporated or not. 1.8. Limited means the obligation of each members towards company is up to a certain extent

2. REGISTER OF MEMBERS

2.1

The Board of Directors shall cause to be kept a Register of Members which shall record the full name and address of each member together with the date of his joining and the date on which he ceased to be a member.

3. GENERAL MEETINGS

3.1.

The Association shall, in each year, hold a general meeting as its Annual General Meeting in addition to any other meetings in that year, and shall specify the meeting as such in the notices calling it. The Annual General Meeting shall be held at such time and place as may be designated by the Board of Directors and not more than 15 months from the date of the last Annual General Meeting.

3.2 All business shall be deemed special that is transacted at a special general meeting, and also all that is transacted at an Annual General Meeting, with the exception of considering of the accounts, balance sheets, and the reports of the directors and auditors, the election of the directors in the place of those retiring and the appointment of, and the fixing of the remuneration of the auditors. 3.3 The President of the Board of Directors shall preside as chairman at every general meeting of the Association, or if he shall not be present within 15 minutes after the time appointed for the holding of the meeting or is unwilling to act, the Vice-President shall act as chairman, and in his absence or if he is unwilling to act, the directors present shall elect one of their members to be chairman of the meeting.

4. DIRECTORS

“ SHAKTI TEXTILE LIMITED”

S. Name Signature No. and address 1. Akhil Sharma kulu(HP)

Number of equity shares taken by Designation subscribers 50 equity shares Chairman & MD

2.

Biswajeet singh Udhampur (j &k)

50 equity shares

Chief financial officer

3.

Sameer taneja Ratiya (Haryana)

50 equity shares

Chief marketing officer

4.

Kuldeep tiwari Railway coloni lucknow (UP)

10 equity shares

Director

5.

Sunil pandey Allahabad (UP)

10 equity shares

Director

6.

Shivani sen Sundernagar(HP)

10 equity shares

Director

7.

Shikha prajapati Bapu bhawan lucknow(UP)

10 equity shares

Director

5. POWERS AND DUTIES OF BOARD OF DIRECTORS

5.1.

Subject to the provisions contained hereafter, the Board of Directors shall exercise the corporate powers and control the business affairs and property of the Association.

5.2.

The Board shall have authority to establish the policy of the Association, to inspect all accounts, and provide for the expenditure of funds, to appoint, employee and remove necessary employees and agents, including an auditor or firm of accountants to audit the funds of the Association if advisable, and fix their compensation and terms of employment, and prescribe their duties.

NOTICE TO REGISTRAR
A notice is being issued to the registrar for the incorporation of the company. Signatures of the 7 required members has been taken on the MOA and the required documents has also been attached including MOA and AOA .These documents are being sent to the registrar on 28th october 2010 for the certificate of incorporation the company is regarded as a registered company on this particular date. But as it is the public company the business of the company will start after getting the certificate of commencement of business.

NOTICE OF STATUTORY MEETING
Notice is hereby given that in pursuance of the provision of Section 165 of the Companies Act, 1956, the Statutory Meeting of the Company will be held at the Registered Office of the Company at [near raja rupi palace sultanpur kulu (HP)] on Tuesday, the date is 30/11/2010 at 10.AM. To consider and adopt the Statutory Report and to discuss any other matter pertaining to the formation of the Company. Enclosure- copy of the Statutory Report.
By order of the Board of director

SHAKTI TEXTILE LIMITED”

Date- 30/10/2010 “ Place- Himachal pradesh

DRAFT RED HERRING PROSPECTUS
Please read Section 60B of the Companies Act, 1956 Dated- October 28, 2010 (This Draft Red Herring Prospectus will be updated upon filing with the RoC) Book Building Offer

“ SHAKTI TEXTILE LIMITED” Company has been incorporated as a public limited company with the name of “ SHAKTI TEXTILE LIMITED” under the Companies Act, 1956, as amended (“Companies Act”) on October 29, 2010 Registered and Corporate Office: Near rajarupi place sultanpur kulu (HP) Telephone: + 91,01902,223113; Facsimile: +91 33 2243 5316 Compliance Officer: Mr Jiwan sharma; Telephone: + 919418053113; Facsimile: +91 33 2231 5060; Email: complianceofficer@stl.com; Website: www.stl.com PROMOTER OF THE COMPANY IS Akhil Sharma & Sunil pandey PUBLIC OFFER OF 630000 EQUITY SHARES OF FACE VALUE OF RS. 10 EACH (“EQUITY SHARES”) OF SHAKTI TEXTILE LIMITED THROUGH AN OFFER FOR SALE BY THE Akhil Sharma & Sunil pandey In case of any revision in the Price Band, the Offer Period shall be extended for a minimum three additional Working Days after such revision of the Price Band, subject to the total Offer Period not exceeding 10 Working Days. Any revision in the Price Band will be notified by the Bombay Stock Exchange Limited (the “BSE”), by issuing a press release and also by indicating the change on the websites of the Book Running Lead Managers and the terminals of the other members of the Syndicate.

RISKS IN RELATION TO FIRST OFFER This being the first public offer of the Equity Shares of our Company, there has been no formal market for the Equity Shares. The face value of the Equity Shares is Rs. 10 and the Floor Price is can be much more than face value times. The Offer Price (as determined by the Selling Shareholder and our Company, in consultation with Book Running Lead Managers, on the basis of the assessment of market demand for the Equity Shares by way of the Book Building Process and as stated in the section titled “Basis for Offer Price”and should not be taken to be indicative of the market price of the Equity Shares after such Equity Shares are listed. No assurance can be given regarding an active and/or sustained trading in the Equity Shares or regarding the price at which the Equity Shares will be traded after listing. GENERAL RISKS Investments in equity and equity-related securities involve a degree of risk and investors should not invest any funds in this Offer unless they can afford to take the risk of losing their investment. For taking an investment decision, investors must rely on their own examination of our Company and the Offer, including the risks involved. The Equity Shares have not been recommended or approved by the Securities and Exchange Board of India (“SEBI”), nor does SEBI guarantee the accuracy or adequacy of the contents of this Draft Red Herring Prospectus. Specific attention of the investors is invited to the section titled “Risk Factors . IPO GRADING This IPO has been graded as 4/5 by crisal. THE COMPANY AND THE SELLING SHAREHOLDER’S ABSOLUTE RESPONSIBILITY All the responsibility of losing the investment due to share market activities will be with the share holders and company and the promoters will not be liable for this . LISTING The Equity Shares offered through the Red Herring Prospectus are proposed to be listed on the NSE and the BSE. Our Company has received in-principle approvals from the NSE and the BSE for listing of the Equity Shares. . BOOK RUNNING LEAD MANAGERS REGISTRAR 1. Sbi capital 2. Sun finance 3. Shri ram finance

Sign up to vote on this title
UsefulNot useful