Term Paper of CBL On HOW TO INCORPORATE A NEW TRANSPORT COMPANY

Submitted to Lovely Professional University

Submitted To: Mr.R.S DEOL Deptt. of Management

Submitted by: MOHD.ASHAD RT1901 B-43 10901750 MBA 1st Sam

OTHER GROUP MEMBER – VIJAYDEEP OJ JOSHI B-44 MAN B-45

ACKNOWLEDGEMENT

I feel immense pleasure to give the credit of my term paper not only one individual as this work is integrated effort of all those who concerned with it. I want to owe my thanks to all those individuals who guided me to move on the track.

This report entitled how to open a new transport company and to do business with other companies.

I sincerely express my gratitude and lot of thanks to Mr. R.S.DEOL for helping me in completing my term paper and give me ideas for doing my job and making it a great success.

I would like to express my deep sense of gratitude to staff of LOVELY INSTITUTE OF MANAGEMENT who introduced me to the subject and under whose guidance I am able to complete my project.

PREFECE

AS MBA Degree requires equal attention practical as well as theoretical aspect of the business, various problems are to be dealt within these courses, that is why research programs are there to give deep as well as through knowledge of the subjects.

I 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.

It is hoped that this report meets the given expectations and various requirement of the research.

INTRODUCTION A company is an association of a number of persons, formed for some common purpose and registered according to the law relating to companies. Section 3(1)(i) of the Companies Act, 1956 states that a company means, “a company formed and registered under this Act or an existing company”. 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.

OBJECTIVE The objective of this project is to give an idea, and implement the application of the Corporate Business Law being practiced and its impact on daily operations of the Business in respect of the Contract act. In this project I have worked on how to start a new public transport limited company, hypothetically specifying its name, registration procedure in detail, the objectives, and legal formalities needed for forming a company. According to the nature of the business, I have also have to make an offer and enter into different contracts with any 2 other groups through invitation following all the essential elements as stipulated under the contract act 1872. CONDITIONS FOR FORMATION OF A COMPANY For formation of a company following steps must be taken: 1. The Memo and the Article must be prepared. These two documents must be filed when the application is made for the registration and incorporation of the company. The Companies Act lays down rules

regarding the preparation of the memorandum. Schedule I to the Act of 1956 contains four model forms for use in different cases. 2. If it is proposed to have a paid up capital of more than Rs 3 crores, sanction of the central Government must be obtained under the capital issue (Control) Act, 1956. 3. If the company to be formed intends to participate in an industry which is included in the scheduled annexed to the industries (Development and Regulation) Act, 1951, a license must be obtained under the Act. 4. The company must be registered in accordance with the provision of the companies Act , 1956 and a certificate of incorporation must be obtained. 5. The prospectus or the statement in lieu of prospectus must be issued and registered with the registrar. 6. The minimum subscription must be raised and therefore the allotment of shares must be made. 7. The certificate for the commencement of business must be obtained from the Registrar.

PROCESS OF REGISTRATION

The following documents with the necessary fees for the registration of the company, must be submitted to the registrar of companies of the state in which the registered office of the company will be situated-Sec 33. 1. Memorandum of Association, prepared in accordance with provision of the Companies Act, and signed by the least 7 persons in the case of public companies and 2 persons in the case of private companies. 2. The Articles of Association, in case of unlimited companies, companies limited by guarantee and private companies limited by shares. 3. A declaration by any of the following persons, stating that all the requirements of the act have been compiled with an advocate, an attorney a pleader, a chartered accountant, or a person named in the articles as director, manager, or secretary of the company.

4. The duly signed list of persons have consented to be directors of the company, their consent in writing and the signed agreement with every such director to take the number of shares required to qualify as directors of the company. These are not required in the case of private companies and the companies not having a share capital. 5. The registration fees of a company is 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. DOCUMENTS TO BE FILED WITH REGISTRAR Before a company is registered,it is essential to escertain from the registrar of companies(from the state in which in which the registered office of the company is situate)if the proposed name of the company is approved.then the following document duly stamped together with the necessary fees are to be filled with the registrar: 1.The Memorandum of Association duly signed by the subscribers. 2. The Article of Association ,if any,signed by the subscribers to the Memorandom of Association .A public company limited by the shares need not have its own Article of Association. 3.The agreement,if any which the company propose to ented into with any individual for appointment as its managing or whole time director or manager. 4.A list of the director who have agreed to became the first director of the company. 5.A declaration stating that all the requirements of the Companies Act and other formalities relating to registration have been complied with .Such declaration shall be signed by any of the following person.(a)an Advocate of the supreme court or of a high court. (b)an attorney or a pleader entitled to appear before a high court. (c)a secretary or a charted accountant in whole time practice in india ,who is engaged in the formation of the company (d)a person name in the Article as a director manager or secratery of he company

Then with in 30 days of the date of incorporation of the company.a notice of the situation of the registred office of the company shall be given to the registrar who shall record the same (sec.146).

MEMORANDUM OF ASSOCIATION

1. Name Clause: Jayshree Transport Limited.

2. Registered Office Clause: 10 -12 vijay block,Model
town,jalandhar

3. Object Clause:
i) ii)

Main Object: Transport fecilities. Other Objects: give vehicles on Lease .Public Transport, carriage transport, export ,import.

4. Area of Operation : Uttaranchal, Uttar Pradesh, Delhi,
Haryana, Himachal Pradesh.

5.

Liability Clause- Limited by shares .Jayshree transport limited.

6. Capital Clause: Rs 2000,000,000(Rupees Two Hundred Crore
only)

7. Association and Subscription Clause : Mr. Vijay, Mr.
Ashad, Mr. Rajesh, Mr. Deepak.

ARTICLE OF ASSOCIATION 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 (Twenty Crore) Equity Shares of Rs. 10 each (Rupees ten only) with powers to increase or reduce the same in accordance with the provisions of the Companies Act, 1956. . Allotment otherwise than for cash Subject to the provisions of the Act and these Articles, the Directors may allot and issue shares in the capital of the Company as payment or partpayment for any property or assets of any kind whatsoever, sold or to be sold or transferred or to be transferred or for goods or machinery supplied or to be supplied or for services rendered or to be rendered or for technical assistance or know-how made or to be made available to the Company or the conduct of its business and shares which may be so allotted may be issued as fully or partly paid-up otherwise than in cash and if so issued, shall be deemed to be fully or partly paid as the case may be. SHARES AND CERTIFICATES . 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. 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 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_________.” The word “duplicate” shall be stamped or punched in bold letters across the face of the share certificate. CALLS 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. 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 installment 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 installment 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 non-payment 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 otherwise disposed 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. Cancellation of share certificate in respect of forfeited shares 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. TRANSFER AND TRANSMISSION OF SHARES Form of transfer

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 there under from time to time. Register of Transfers 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. BORROWING POWERS The payment or repayment of borrowed money The payment or repayment of moneys borrowed as aforesaid may be secured in such manner and upon such terms and conditions in all respects as the Board may think fit. Power to Borrow Subject to the provisions of Sections 58A, 292 and 293 of the Act and of these Articles, the Board may, from time to time at its discretion, by a resolution passed at a Meeting of the Board accept deposits from Members, either in advance of call or otherwise, and generally raise or borrow or secure the payment of any sum or sums of money for the purposes of the company provided however, where the moneys to be borrowed together with the moneys already borrowed exceed the aggregate of the paid up capital of the Company and its free reserves the Board shall not borrow such moneys without the consent of the Company in General Meeting. Terms of issue of debentures Any debentures, debenture-stock or other securities may be issued at a discount, premium or otherwise and maybe issued on condition that they or any part of them shall be convertible into shares of any denomination, and with any privileges and conditions as to redemption, surrender, drawing, allotment of shares and attending General Meetings, appointment of Directors and otherwise. Debentures with a right to conversion or allotment of shares shall be issued only with the consent of the Company in General Meeting. SHARE WARRANT Deposit of share warrant The bearer of a share warrant may at any time deposit the warrant at the office of the Company, and so long as the warrant remains so deposited, the depositor shall have the same right of signing a requisition for calling a meeting of the Company, and of attending, and voting and exercising the other privileges of a Member at any meeting held after the expiry of two clear days from the time of deposit as if his name were inserted in the Register of Members as the holder of the share included in the deposited warrant.

The bearer of a share warrant shall be entitled in all other respects to the same privileges and advantages as if he was named in the Register of Members as the holder of the share included in the warrant, and shall be a Member of the Company. Power to issue share warrants The Company may issue share warrants subject to, and in accordance with the provisions of sections 114 and 115, and accordingly the Board may in its discretion, with respect to any share which is fully paid-up on application in writing signed by the persons registered as holder of the share, and authenticated, by such evidence (if any) as the Board may, from time to time, require as to the identity of the person signing the application, and on receiving the certificate (if any) of the share, and the amount of the stamp duty on the warrant and such fee as the Board may from time to time require, issue a share warrant. 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. Voting rights 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. DIRECTORS 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. The Board may appoint, from time to time, one or more of their members to be the Managing Director or Joint Managing Director or Wholetime Director or Deputy Managing Director or Manager of the Company on such terms and on such remuneration

whether by way of salary or commission, or partly in one and partly in another as they may think fit 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. 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. Audit-. Board Report There shall be attached to every such balance sheet a report of the Board as to the state of the Company’s affairs and as to the amounts, if any, which it proposes to carry to any reserves in such balance sheet and the amount, if any, which it recommends should be paid by way of dividend; and material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the financial year of the company to which the balance sheet relates and the date of the report. The Board’s report shall so far as is material for the appreciation of the state of the Company’s affairs by its members and will not in the Board’s opinion be harmful to the business of the company or any of its subsidiaries, deal with any changes which have occurred during the financial year in the nature of the Company’s business, in the Company’s subsidiaries or in the nature of the business carried on by them and generally in the classes of business in which the company has an interest and any other information as may be required by Section 217 of the Act . WINDING UP Distribution of Assets The Liquidator on any winding up (whether voluntary and supervision or compulsory) may with the sanction of a Special Resolution, but subject to the rights attached to any preference share capital, divide among the contributories in specie any part of the assets of the Company and may, with the like sanction, vest any part of the assets of the Company in

trustees upon such trusts for the benefit of the contributors, as the liquidator, with the like sanction shall think fit.

REGISTRATION OF THE COMPANY WITH THE REGISTRAR i.e ROC :

1.

SELECTION OF A NAME: We have to select, in order of preference, at least one suitable name upto a maximum of six names, indicative of the main objects of the company. The following are the names which we want to name our bank:

1. Jayshree Transport Limited. 2. M.J transportLimited. 3. Vijay transportLimited. 4. Arshad transportLimited. 5. Josh transport Limited. 6. Singh transport Limited.
We have to ensure that the name does not resemble the name of any other already registered bank or company and also does not violate the provisions of emblems and names (Prevention of Improper Use Act, 1950) by availing the services of checking name availability on the portal.

2.

APPLICATION OF THE NAME: We have then applied to the concerned RoC to check the availability of name in eForm1 A . (sections 20 and 21 of the Companies Act, 1956] by logging in to the portal. A fee of Rs. 500/- has to be paid alongside and the digital signature of the applicant proposing the company has to be attached in the form. If proposed name is not available, the user has apply for a fresh name on the same application. Form 1A is attached and filled.

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 number- AEMNH3887H b) Name- MANOJ JOSHI c)Occupation- BUSINESS d)Address- charayal hari pur nayak ,nainital. e) City- Haldwani f) State- Uttaranchal g) Pin code- 263139 h) Phone- 9023203551 (i) *e-mail ID- manojjoshi23@ymail.com 3.(a) *Type of company - New Company(others) Section 25 (b). *State whether the proposed company is public or private Public Private- public (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 registeredPunjab 6. *Name of office of the Registrar of Companies in which the proposed company is to be registeredRegistrar of companies, Punjab 7. Details of promoters (proposed first subscribers to Memorandum of association (MoA)) *Enter the number of promoters (proposed first subscribers to MoA) *Category *DIN or Income-tax PAN or passport number or corporate

identity number (CIN) or foreign company registration number (FCRN) or any other registration number *Name I. *DIN or Income-tax PAN or passport number or corporate identity number (CIN) or foreign company registration number (FCRN) or any other registration number *Name II. *Category 8. Proposed name of the company (Please give 6 names in order of preference) (a). Jayshree Transport Limited (b). M.J transportLimited (c). Vijay transportLimited (d). Arshad transportLimited (e). Josh transport Limited (f). Singh transport Limited. 9. State the significance of the key or coined word(s), if any, in the proposed name(s) (in brief) (f). (e). (d). (a).* (c). (b). 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) 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 No (b) If yes,furnish particulars of trade mark or application 13.(a)Proposed authorised capital (in Rs.)- 2000,000,000 (b) Proposed authorised capital (in words)- Two Hundred Crore . 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

3.

GRANTING OF THE NAME BY THE R.O.C.: The first name, Jayshree Transport Limited is assumed to have been selected and the letter of incorporation has been received.

4.

FILLING OF THE FORM TO GET THE COMPANY REGISTERED: The form is filled giving the following information:

a) The application is for opening a new transport company, Jayshree Transport Limited. b) The main object of the company is Transport. c) The Category of the Proposed company is a company limited by shares. d) The proposed company is a Public company. e) The state will be registered in the state of Punjab f) The company is having Share Capital. g) Proposed authorized capital is Rs 2000,000,000 (Two Hundred Crore Only) h) The number of promoters is 5. Along with the form we have to arrange for the drafting of the memorandum and articles of association by the solicitors, vetting of the same by RoC and printing of the same. The memorandum and article must be arranged for stamping of the memorandum and articles with the appropriate stamp duty. We have to get the Memorandum and the Articles signed by at least two subscribers in own hand, father's name, occupation, address and the number of shares subscribed for and witnessed by at least one person. We have to ensure that the Memorandum and Article is dated on a date after the date of stamping. Login to the portal and fill the following forms and attach the mandatory documents listed in the Form : 1 ) Declaration of compliance - Form-1 2) Notice of situation of registered office of the company - Form-18.

3) Particulars of the Director's, Manager or Secretary - Form-32. We have to submit the following eForms after attaching the digital signature, pay the requisite filing and registration fees and send the physical copy of Memorandum and Article of Association to the RoC After processing of the Form is complete and Corporate Identity is generated obtain Certificate of Incorporation from RoC.

FORM NO. 1

Registration No. of Company ..12345........ : Rs. 2000,000,000................

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 Jayshree Transport Limited Limited/Private Limited

Presented by ..Manoj joshi

I, Manoj joshi do solemnly and sincerely

.,

of

Jayshree

Transport

Limited

Declare that I am [1] Chairman the company, or a person

who is engaged in the formation of

Named in the articles as a director/manager/secretary of the Limited/Private Jayshree Transport Limited.

And that all the requirements of the Companies Act, 1956, and the rules thereunder 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 30 Nov Place Jalandhar WitnessVijay Ashad

manoj joshi Signature

Chairman 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-12345 Capital: Rs-2000000000 THE COMPANIES ACT, 1956 Notice of the situation/change of situation of registered office [pursuant to section 146] Name of the company –Jayshre Trashport Ltd. Nominal

Notice is hereby given that ---(a) the registered office of the company is situated -10 -12 vijay block,Model town,jalandhar 1. .with effect from 31 nov 2009 [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 Jhalandhar

(name of the police station).* Dated this 30 November 2009 Day Friday Manoj Signature MANOJ JOSHI Name (In Block Capitals) Chairman Designation *State address of nearest police station with district and tehsil.

ADDITIONAL STEPS TO BE TAKEN FOR FORMATION OF A PUBLIC LIMITED COMPANYTo obtain Commencement of Business Certificate after incorporation of the company the public company has to make following compliance: 1) File a declaration in Form 20 and attach the statement in lieu of the prospectus(schedule III) or 2) File a declaration in Form 19 and attach the prospectus (Schedule II) to it. 3) Obtain the Certificate of Commencement of Business.

1.DECLARATION OF COMPLIANCE WITH THE PROVISIONS OF SECTION 149(2)(B) OF THE COMPANIES ACT,1956 FORM 20 [Pursuant to section 149(2)(c) of the Companies Act, 1956] 1.(a) *Corporate identity number (CIN) of company- RT 34567 (b) Global location number (GLN) of company- MF 6879 a director of the company, do solemnly and sincerely declare the secretary of the company, do solemnly and sincerely declare a company secretary (in whole-time practice), do solemnly and sincerely declare Rs. Rs. 2.(a) Name of the company- Jayshree Transport Limited residing at (Present residential address )- -10 -12 vijay block,Model town,jalandhar

(b) Address of theregistered office of the company- -10 -12 vijay block,Model town,jalandhar

(c) *e-mail ID of the company- www.jayshree.com

3. *I, Line II *Line I

*City *Pin code Note - All fields marked in * are to be mandatorily filled.

*State *ISO country code i. *That the amount of the share capital of the company subject to the payment of the whole amount thereof in cash is ii. That the company has not issued a prospectus inviting the public to subscribe for its shares, and that it has filed with registrar a statement in lieu of prospectus. iii. *That shares held subject to the payment of the whole amount thereof in cash have been allotted to the amount of iv.* That every director of the company has paid to the company on each of the shares taken or contracted to be taken by him, and for which he is liable to pay in cash, a proportion equal to the proportion [payable on application and allotment on the shares payable in cash], except for the directors, namely v. *The statement in paragraphs above are true to my knowledge and those in the remaining paragraphs are true to the best of my information and belief. 4. Particulars of payment of stamp duty *Total amount of stamp paper (in Rs.) Name of vendor authoritsed to sell stamp papers on behalf of the Government Mode of payment of stamp duty Registration number of vendor Date of purchase of stamp paper

Place of purchase of stamp paper Serial number of stamp paper (DD/MM/YYYY) State or Union territory in respect of which stamp duty is paid To be digitally signed by Attachments List of attachments 1. *Statement in lieu of prospectus (schedule III) 2. Optional attachment(s) - if any For office use only: This e-Form is hereby registered Digital signature of the authorising officer Verification To the best of my knowledge and belief, the information given in this form and its attachments is correct and complete. I have been authorised by the Board of directors' resolution number* dated * (DD/MM/YYYY) to sign and submit this form. Type of document/Particulars Form 20 In case of a company secretary(in whole time practice) whether associate or fellow Associate Fellow Director or secretary or company secretary (in whole-time practice) *Director identification number of the director; or Membership number, if applicable or Income-tax permanent account number (income-tax PAN) of the secretary (secretary of a company who is not a member of ICSI, may quote his/ her income-tax PAN); or Certificate of practice number of the company secretary (in whole time practice)

I further declare that the company has paid correct stamp duty as per applicable Stamp Act.

FORM NO 29 Registration No. of Company .12345..... Nominal Capital Rs.2000000000................. 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 –Jayshre Transport Limited .......................................... Presented by .....Manoj Joshi............................................................................................................. To the Registrar of Companies ...Jalandhar (PUNJAB).................................................................... I, the undersigned, hereby testify my consent to act as director of the .Jayshre Transport 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 .Jayshre transport 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 Address Occupati on Date of birth Nationalit y Signature

names 1 Manoj joshi Shri M.N joshi 2 Jalandhar 3 Business 4 16-04-86 5 Indian 6 manoj

Signature ..manoj Joshi. Designation ...Chairman. Dated the ...........30 Nov................ day of Friday....... 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.

Particulars of appointment of Managing Director, directors, manager and secretary and the changes among them or consent of candidate to act as a Managing Director or director or manager or secretary of a company and/ or undertaking to take and pay for qualification shares

FORM NO. 32

Registration No. of Compan12345...... 2000000000....

Nominal Capital Rs-

THE COMPANIES ACT, 1956 Particulars of appointment of directors and manager and changes among them [Pursuant to section 303(2)] Name of Company-Jayshre Transport limited.... joshi.... Presented by –Manoj

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 Mr.Vijay Father’s/ husband’s name Usual residentia l address Nationalit y Date of appointm ent or change 5 1-12-2009 Brief particular s of changes 6

2 Mr.Indra pal

3 Muzaffarn agar Muzaffarn agar

4 Indian

Mr.Arsad Mr.Azram

Indian

1-12-2009

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 managership and secretaryship. Father’s/ husband’s name Usual residentia l address Nationalit y Date of appointm ent or change 5 Brief particular s of changes 6

Name or names and surname in full 1

2

3

4

Dated the ....30 Nov............................... day Friday..... Signature ......manoj...joshi......................... Designation.....Chairman............................. 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.

PROSPECTUSwe have submitted prospectus to the ROC and it fulfils all the norms and regulation of ROC.This prospectus is for all public 1. General information Jayshree Transport Company Limited Registered Address: 10-12 vijay block,Model town,jalandhar Administrative Office:43-45 Shiv block,2ndFloor,Punjabi-400614 Tel: 27580171, 27580172 Fax : 27580176

Website: www.jayshri.com Issue of 25 Unsecured Redeemable Non-Convertible Debentures of the face value of Rs 800,000/- each at par aggregating Rs 2 crore LISTING The Unsecured Redeemable Non-Convertible Debentures (NCDs) are proposed to be listed on The Stock Exchange Mumbai (BSE) Disclaimer Statement from the Issuer Shriram Transport accepts no responsibility for statements made otherwise than in the document or any other material issued by or at the instance of Shriram Transport and anyone placing reliance on any other source of information would be doing so at his own risk. Issue of Allotment Letter(s) / Refund Order(s) and Interest In Case of Delay in Despatch The Company shall credit the allotted securities to the respective beneficiary account in dematerialised form. The credit to demat account / refund orders etc. will be done as per the prevailing statutory / regulatory guidelines. The company shall pay interest as per the provision of Companies Act/ DIP Guidelines if the allotment has not been made and/or the Refund Orders have not been dispatched to the investors within 30 days from the date of the closure of the Issue, for the delay beyond 30 days. The Company will make available adequate funds for this purpose. Issue Schedule The issue schedule is as follows. Date of Opening of the issue 2Dec, 2009 Date of Closing of the issue 2Dec, 2009 Deemed Date of Allotment 2Dec, 2009 CAPITAL STRUCTURE- (as on 2Dec 2009) Amount (Rs Crore-2000,000,000 ) TERMS OF THE PRESENT ISSUE Private placement of 25 Unsecured Redeemable Non-Convertible Debentures of the face value of Rs 800,000/- each at par aggregating Rs 2 crore The Debentures being offered are subject to the provisions of the Act, the Memorandum and Articles of Association, the terms of this Information Memorandum, Application Form and other

terms and conditions as may be incorporated in the Trustee Agreement, Letter(s) of Allotment and/or Debenture Certificate(s). Over and above such terms and conditions, the Debentures shall also be subject to laws as applicable, guidelines, notifications and regulations relating to the issue of capital and listing of securities issued from time to time by SEBI/the Government of India/RBI and/or other authorities and other documents that may be executed in respect of the Debentures. Instrument Unsecured, Redeemable, Non-Convertible Debentures COMPANY AND MANAGEMENT History Jayshree Transport Ltd. was incorporated as a Public Limited Company on 30th Sep 2009, and obtained the Certificate of Commencement of business on 9 th Nov 2009. It was formed with a view to provide hire purchase and lease finance for the medium and heavy commercial vehicles. The Company’s focus was on providing finance to individual truck operators, rather than large fleet owners. The dearth of finance for these individual truck operators provided the Company with an opportunity to venture into this largely untapped segment. The Company has equity participation from associate of Citibank, UTI Bank, Reliance Capital The operations of the Company are divided into four regions. The four regions are further divided into 50 divisions Vision, Mission & Values • Helping create wealth. • Empowering people through prosperity. • Putting people first. The Jayshree Group set out with the objective of reaching out to the common man with a host of products and services that would be helpful to him in his path to prosperity . Efficiency in operations, integrity and a strong focus on catering to the needs of the common man, by offering him high quality and cost-effective products & services, are the values driving the organization. These core values are deep-rooted within the

organization and have been strongly adhered to over the decades. The group prides itself on its perfect understanding of the customer. Each product or service is tailor-made to perfectly suit the needs of the customer. It is this guiding philosophy of putting people first that has brought the Group closer to the grassroots and has made it the preferred choice for all financing requirements amongst the customers. Promoters & their shareholding Individuals Company is promoted by Mr.Vijay, Mr. Arshad and Mr. A.V. S. Raja. Sri. Vijay Mr.Vijay, M.A, . ACII, aged 65 years is the main promoter of the group. Over the years, he has gained vase experience in the Insurance and Banking Industry and has developed the profound understanding of the business. He has been private financier of commercial vehicles over two and half decades. He was also associated with New India Assurance Company Ltd in the capacity of Divisional Manger. He has also been an Insurance Surveyor and Consultant at M/S. Boda & Co., one of the leading insurance broking companies in the private sector. • Shareholding − 1633 Shares − PAN No - AABPT2693M Sri. Arshad Sri. Arshad, B.A B.L, aged 51 years is the co-promoter of the group. He has been private hire purchase financier for the last 23 years, a businessman in his own right. • Shareholding − 73880 Shares − PAN No - AAFPJ8248J Sri. A.V. S. Raja Sri. A.V.S. Raja, aged 63 years, a promoter director of the group has served as an Officer in Indian Railways before promoting the Shriram Group in 1974. He is a very dynamic marketing man with exceptional public relations skills. • Shareholding − 1260 Shares − PAN No - AAEPR6507R

Main Objects

The Main Objects of Jayshree Transport limited as per the Memorandum of Association of the Company are: . • To give transport facilities to the organization with whom we have contracted. • To purchase or otherwise acquire all forms of immovable and movable property including Machinery, Equipment, Motor Vehicles,and to lease or otherwise deal with them in any manner whatsoever including resale thereof, regardless of whether the property purchased, and leased be new and/or used. • To provide a leasing advisory counseling service to other entities and/or form the leasing arm for other entities • Constitute any trust and to subscribe and act as, and to undertake and carry on the office or offices and duties of trustees, custodian trustees, executors, administrators, liquidators, receivers, treasures, attorneys, nominees and agents; and to manage the funds of all kinds of trusts and to render periodic advice on investments, finance taxation and to invest these funds from time to time in various forms of investment including shares, term loans and debentures etc. • To carry on the business as manufacturers, Exporters, Importers, Contractors, Subcontractors, Sellers, Buyers, Lessors or Lessees and Agents for Wind Electric Generators and turbines, Hydro turbines, Thermal Turbines, Solar modules and components and parts including Rotor blades, Braking systems, Tower, Nacelle, Control unit, Generators, etc. and to set up Wind Farms for the company and/or for others either singly or jointly and also to generate, acquire by purchase in bulk, accumulate, sell, distribute and supply electricity and other power (subject to and in accordance with the laws in force from time to time). Corporate Governance 1. Company's philosophy on Corporate governance: The Company's philosophy on Corporate Governance is aimed at:(a) enhancing the shareholder value through • assisting the top management in taking sound business decisions prudent financial management.

(b) achieving transparency and professionalism in all decisions and activities of the Company (c) achieving excellence in Corporate Governance by • conforming to, and excelling wherever possible, the prevalent guidelines on Corporate Governance. • reviewing periodically the existing systems for further improvement. 2. Board of Directors: a) Composition: The Board of the Company as on 31st Nov 2009 consisted of six Directors from varied disciplines. The Company has a Managing Director. The Managing Director manages the affairs of the Company under the guidance of the Board of Directors. The Board meets at regular intervals to discuss and analyse matters like policy formulation, setting up of goals, appraisal of performance with the goals and control functions. The powers of the Board have also been sub-delegated to the Committee of Directors who monitor the day -to- day operations. This has helped the Board to have close control over the functioning of the Company and to enhance the shareholder value. Attendance at Board Meetings, last Annual General Meeting . 3. Business development committee: Terms of Reference: Composition: The Committee will meet 30 times during the year Names of Members Sri Vijay Sri Arshad 4. Audit committee: Terms of reference: The role of Audit Committee includes: • Overseeing the financial reporting process. • To ensure proper disclosure in the quarterly, half yearly and audited financial statements. • To recommend appointment of auditors and their remuneration. • Reviewing the financial statements before submission to the Board • Reviewing the adequacy of internal control systems Members Attended Sri Vijay - Chairman 3 Sri Arshad 3 Sri K R C Sekhar 2

5. Remuneration committee: Terms of Reference: The Remuneration Committee is constituted to determine the quantum of commission payable to Managing Director based on the profits of the Company. Names of Members Sri Manoj joshi - Chairman Sri Vijay Sri Arshad The remuneration policy of the Company is: Managing Director: The Managing Director is paid a fixed quantum of salary and perquisites and such percentage of commission as recommended by the Remuneration Committee based on the financial results and overall performance of the Company, within the overall limits permissible under the Companies Act and as approved by the shareholders. Non Executive - Independent Directors: Sitting fees of Rs 2500 per meeting of the Board or any Committee or General Meeting plus reimbursement of actual travel expenses and out of pocket expenses incurred, wherever applicable, for attending such meetings. . 7. Disclosures There are no materially significant related party transactions with the Company's promoters, Directors, management, subsidiaries or relatives which may have potential conflict with the interest of the Company at large. Disclosure on transaction with related party as required under Accounting Standard 18 has been incorporated in the Notes to the Accounts. SEBI has vide letter dated 16/11/04 cited violation of regulation 8 (3) of SEBI (Substantial Acquisition of Shares & Takeovers) Regulations 1997for record date for 2001 and sought for penalty of Rs.25,000 FINANCIAL INFORMATION – A REPORT BY AUDITORS To The Board of Directors, M/s Shriram Transport Finance Company Limited Chennai Dear Sirs,

I have examined the financial information in Annexure – I – VIII annexed to this report, which is proposed to be included in the information memorandum of Jayshree Transport Limited in connection with issued 25 unsecured redeemable non convertible debenture of face value of Rs 800,000 each face value aggregating to Rs 2 crores in terms of the requirements of clause B of part II of schedule II to the Companies Act, 1956 and the Securities and Exchange Board of India (Disclosure and Investor Protection) Guidelines 2000 issued by the Securities and Exchange Board of India . This report is being issued to the company for inclusion in the information memorandum in connection with the issue of debenture by the company and needs to be considered in its entirety along with the annexure. Based on the information and explanation given to me and my observations, the financial information in the annexures have been drawn on by the company in accordance with requirements of the Guidelines and clause B of part II of the Schedule II of the Companies Act, 1956 as mended from time to time. Yours faithfully, V.S SAPTHARISHI Mem. No. 24123 Jalandhar, Dated : December 2 2009 GENERAL RISKS Investors are advised to read the Risk Factors carefully before taking an investment decision in this offering. For taking an investment decision, the investors must rely on their own examination of the Issuer and the Issue including the risks involved. The Debentures have not been recommended or approved by Securities and Exchange Board of India (“SEBI”) nor does SEBI guarantee the accuracy or adequacy of this document. Specific attention of the investors is invited to the Risk Factors on page 3 of the Information Memorandum. Management Perception The management of Interest rate risk and liquidity risk are part of the critical component of risk management. Management of Interest rate risk aims at capturing the risk arising from maturity and

repricing mismatches and is measured from earning prospective. It involves measuring the duration gap and analyzing the impact of changes in the Net Interest income in the near term due to change in the interest rate. Cash flows are monitored continuously and appropriate steps are taken to set right mismatches if any, to address the liquidity risk. The funding requirements are accessed based on the behavioral pattern of the assets and liabilities that are classified into specified time buckets

Now we have assumed that the ROC have issued us the certificate for commencement of business.

CERTIFICATE BUSINESS

OF

COMMENCEMENT

OF

This is to certify that The Jayshree Transport Limited filed for incorporation was granted on the 30th November 2009. This is proved that the company has performed all the requirements and fulfilled the legal procedures of the incorporation of the company and all the documents were found legal and satisfactory. From this day forward the company is capable of undertaking its normal business operation.

AGREEMENT
UNDER THIS WE HAVE DONE AGREEMENT WITH TWO COMPANIES. THE TERMS AND CONDITION OF AGREEMENT ARE AS FOLLOWS: PARTY 1 Between: JAYSHREE TRANSPORT LTD. with his main address located or head office located at ……………………….. Complete address:

JAY SHREE TRANSPORT LTD.
Registered off : 10-12 vijay block model town jalandhar Administrative office : 43-45 shiv block IInd floor, Punjab 400614

PARTY 2 And : (ASHIYANA STEEL INDUSTRY LTD.) The company organized and existing by laws with his head office located at……JALANDHAR…………………………

Complete address:

ASHIYANA STEEL INDUSTRY LTD.

Registered off : G.T. ROAD NEAR- LPU, CHEHRU JALANDHAR ,PUNJAB

Administrative office : 3647/76- RAM COMPLEX MODEL TOWN, JALANDHAR PUNJAB PH. NO.- 0181-243374, 243375 FAX- 243301
WEB SITE- www.ashiyanasteel.com

The mutual agreement between the two company is on 01/12/2009. And both the company are legally bound, and the terms and condition s are

1. Services to company : Agreement between ASHIYANA STEEL INDUSTRY LTD. The manufacturing company of steel and JAY SHREE TRANSPORT LTD. Jay shree transport ltd is in contract with the company for transport of the finished material and raw material to the all over India.

2. Terms of agreement : This agreement will be begin [01-12-09] and will end [01-0310]. Either party may cancel the agreement in between [15 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 15 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. Confidential information : The [JAY SHREE TRANSPORT LTD.] Is fully agrees thtat any information is during the contract period is confidential and don’t be disclose any where.

7.JudiciaryAny type of legal obligation is to be held in jalandhar highcourt.

8. Witness: At time of contract the witness are Anshul kaul Jalandhar, Punjab

Deepak Sharma Jalandhar, Punjab

Party 1 Jay shree transport ltd.

party 2 Ashiyana steel industry ltd

AGREEMENT NO. 2-

PARTY 1 Between: JAYSHREE TRANSPORT LTD. with his main address located or head office located at ……………………….. Complete address:

JAY SHREE TRANSPORT LTD.
Registered off : 10-12 vijay block model town jalandhar Administrative office : 43-45 shiv block IInd floor,Punjab 400614

PARTY 2 And : The company organized and existing by laws with his head office located at……JALANDHAR…………………………

Complete address:

SUNSHINE FERTILIZERS LTD.
Registered off : G.T. ROAD Model area, JALANDHAR ,PUNJAB

Administrative office : 34 wing block, MODEL TOWN, JALANDHAR PUNJAB PH. NO.- 0181-243374, 243375 FAX- 243301
WEB SITE- www.ashiyanasteel.com

The mutual agreement between the two company is on 01/12/2009. And both the company are legally bound, and the terms and condition s are

1. Services to company : Agreement between SUNSHINE FERTILIZER LTD. The manufacturing company of steel and JAY SHREE TRANSPORT LTD. Jay shree transport ltd is in contract with the company for

transport of the finished material and raw material to the all over India.

2. Terms of agreement : This agreement will be begin [01-12-09] and will end [01-0310]. Either party may cancel the agreement in between [15 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 15 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. Confidential information : The [JAY SHREE TRANSPORT LTD.] Is fully agrees thtat any information is during the contract period is confidential and don’t be disclose any where.

7.Judiciary-

Any type of legal obligation is to be held in jalandhar highcourt.

8. Witness: At time of contract the witness are Anshul kaul Jalandhar, Punjab

Deepak Sharma Jalandhar, Punjab

Party 1 Jay shree transport ltd.

party 2 Sunshine fertilizers ltd.

BIBLIOGRAPHY

N.D Kapoor
Akileshwar pathak www.mca.gov.in www.roc.com www.vakil.com

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