GUJARAT NATIONAL LAW UNIVERSITY

Vth SEMESTER INTERNAL CONTINUOUS EVALUATION

CORPORATE LAW-1 SEMESTER V ASSIGNMENT

SUBMITTЕD BY:
NAMЕ: Hemang Arora
RЕG. NO.: 19A063

NAMЕ: Yash Khanna

RЕG. NO.: 19B180

SUBMITTЕD TO:
Prof. (Dr.) Mamata Biswal,
Dean, Academic Affairs
Professor of Law and ICSSR Senior Research Fellow
Gujarat National Law University,
Gandhinagar
 TABLE OF CONTENTS

ACKNOWLEDGEMENT......................................................................................................................3
1. DRAFTING MOA AND AOA.........................................................................................................4
2. RESERVATION OF NAME OF THE COMPANY................................................................................28
3. INCORPORATION PROCESS OF THE COMPANY.............................................................................30
5. (A) PROCEDURE TO APPLY AS A DIRECTOR.................................................................................39
5. (B) APPOINTMENT OF DIRECTORS FOR OUR COMPANY...............................................................44
 ACKNOWLEDGEMENT

It has been a wonderful opportunity for us to prepare this project, we are thankful to a number
of people aiding us in the preparation of this assignment. We would like to thank our respected
director Prof. (Dr.) S. Shanthakumar for giving us the opportunity and support required to
conduct this research. We are grateful to Prof. (Dr.) Mamata Biswal Ma’am, Professor of Law,
for assigning us these questions and helping us at all times during the completion of this
assignment. We are also thankful to our friends who in one way or the other have helped me in
the preparation of this Assignment. We hereby undertake and acknowledge that this paper is a
work of our own and has not more than 20 percent plagiarized content from other online
sources and articles.
 1. DRAFTING MOA AND AOA

Question Number- 1
Object- Mobile Company
Type- Private Company

THE COMPANIES ACT, 2013

(COMPANY LIMITED BY SHARES)

MEMORANDUM OF ASSOCIATION
OF
VENTURA INTERNATIONAL LIMITED

1ST The Name of the Company is VENTURA INTERNATIONAL LIMITED.

2ND The Registered Office of the Company will be situated in the National Capital Territory
of Delhi.

3RD The objects for which the Company is established are: -

(a) THE MAIN OBJECTS TO BE PURSUED BY THE COMPANY ON ITS

INCORPORATION ARE: -

1. To manufacture, buy, sell, erect, commission, export, import, hire and service of
electronic, telecommunication and electrical equipments including their modules and
components.

2. To offer integrated services in the field of electronics, telecommunications such as

mobile communication systems, transmission equipments, telecom equipments, cordless
telephones, electronic push button telephones, feature phones, key telephone systems, radio
communication equipments, satellite communication equipments, analyzing systems, and voice
mail systems, providing total solution from the inception to project through system definition,
provision of equipment, commissioning and service thereafter.
3. To carry on the business of manufacturing, marketing, trading, buying, selling and hiring
of electronic, telecommunication and computer sub-assemblies and assemblies along with
components.

4. To provide high technology consultancy services in the field of electronics,

telecommunications and information technology.

5. To carry on the business of buying and hiring of computer software, telecom software
and industrial control software.

(b) Matters which are necessary for furtherance of the objects specified in clause 3RD (a) are:-

1. To purchase, exchange or otherwise any movable or immovable property and any rights or
privileges which the Company may deem necessary or convenient for the purpose of its
main business.

2. To enter into partnership or into any arrangement for sharing profits, union of interest, joint
venture, reciprocal concession or co-operation with persons or companies carrying on or
engaged in the main business or transaction of this Company.

3. To import, buy, exchange, alter, improve and manipulate in all kinds of plants, machinery,
apparatus, tools and things necessary or convenient for carrying on the main business of the
Company.

4. To vest any movable or immovable property, rights or interests required by or received or

belonging to the Company in any person or company on behalf of or for the benefit of the
Company and with or without any declared trust in favour of the Company.

5. To purchase, build, carry out, equip, maintain, alter, improve, develop, manage, work,
control and superintend any plants, warehouse, sheds, offices, shops, stores, buildings,
machinery, apparatus, labour lines, and houses, warehouses, and such other works and
conveniences necessary for carrying on the main business of the Company.

6. To undertake or promote scientific research relating to the main business or class of

business of the Company.
7. To take over the whole or any part of the business, goodwill, trade-marks properties and
liabilities of any person or persons, firm, companies or undertakings either existing or new,
engaged in or carrying on or proposing to carry on business this Company is authorised to
carry on, possession of any property or rights suitable for the purpose of the Company and
to pay for the same either in cash or in shares or partly in cash and partly in shares or
otherwise.

8. To negotiate and enter into agreements and contracts with Indian and foreign individuals,
companies, corporations and such other organizations for technical, or any other such
assistance for carrying out all or any the main objects of the Company or for the purpose of
activity research and development of manufacturing projects on the basis of know-how, or
technical collaboration and necessary formulas and patent rights for furthering the main
objects of the Company.

9. Subject to the Provisions of the Companies Act 2013, to amalgamate with any other
company of which all or any of their object’s companies having similar to the objects of the
Company in any manner whether with or without the liquidation.

10. Subject to any law for the time being in force, to undertake or take part in the formation,
supervision or control of the business or operations of any person, firm, body corporate,
association undertaking carrying on the main business of the Company.

11. To apply for, obtain, purchase or otherwise and prolong and renew any patents, patent-
rights, brevets, inventions, processes, scientific technical or other assistance, manufacturing
processes know-how and other information, patterns, copyrights, trade-marks, licenses
concessions and the like rights or benefits, conferring an exclusive or non-exclusive or
limited or unlimited right of use thereof, which may seem capable of being used for or in
connection with the main objects of the Company or the acquisition or use of which may
seem calculated directly or indirectly to benefit the Company on payment of any fee royalty
or other consideration and to use, exercise or develop the same under or grant licenses in
respect thereof or otherwise deal with same and to spend money in experimenting upon
testing or improving any such patents, inventions, right or concessions.

12. To apply for and obtain any order under any Act or Legislature, charter, privilege
concession, license or authorization of any Government, State or other Authority for
 enabling the Company to carry on any of its main objects into effect or for extending any of
the powers of the Company or for effecting and modification of the constitution of the
Company or for any other such purpose which may seem expedient and to oppose any
proceedings or applications which may seem expedient or calculated directly or indirectly
to prejudice the interest of the Company.

13. To enter into any arrangements with any Government or Authorities or any persons or
companies that may seem conducive to the main objects of the Company or any of them
and to obtain from any such Government, authority, person or company any rights, charters,
contracts, licenses and concessions which the Company may think desirable to obtain and
to carry out, exercise and comply therewith.

14. To procure the Company to be registered or recognized in or under the laws of any place
outside India and to do all act necessary for carrying on in any foreign country for the
business or profession of the Company.

15. To draw, make, accept, discount, execute and issue bills of exchange, promissory notes
bills of lading, warrants, debentures and such other negotiable or transferable instruments,
of all types or securities and to open Bank Accounts of any type and to operate the same in
the ordinary course of the Company.

16. To advance money either with or without security, and to such persons and upon such terms
and conditions as the Company may deem fit and also to deal with the money of the
Company not immediately required.

17. To undertake and execute any trusts, the undertaking of which may seem to the Company
desirable, either gratuitously or otherwise.

18. To establish, or promote or concur in establishing or promote any company for the purpose
of dealing all or any of the properties, rights and liabilities of the Company.

19. To sell, mortgage, exchange, grant licenses and other rights improve, manage, develop and
dispose of undertakings, properties, assets and effects of the company or any part thereof
for such consideration as may be expedient and in particular for any shares, stocks,
debentures or other securities of any other such company having main objects altogether or
in part similar to those of the Company.
20. Subject to the Provisions of Companies Act 2013, to distribute among the members in
specie or otherwise any property of the Company or any proceeds of sale or disposal of any
property of the Company in the event of winding up.

21. To distribute as dividend or bonus among the member or to place to reserve or otherwise to
apply, as the Company may, from time to time, determine any money received by way of
premium on debentures issued at a premium by the Company and any money received in
respect of forfeited shares, money arising from the sale by the Company of forfeited shares
subject to the provisions of Sec. 52 of the Companies Act, 2013.

22. To establish, for any of the main objects of the Company, branches or to establish any firm
or firms at places in or outside India as the Company may deem expedient.

23. To pay for any property or rights acquired by or for any services rendered to the Company
and in particular to remunerate any person, firm or company introducing business to the
company either

in cash or fully or partly-paid up shares with or without preferred or deferred rights in respect of
dividend or repayment of capital or otherwise or by any securities which the company has power
to issue or by the grant of any rights or options or partly in one mode and partly in another and
generally on such terms as the company may determine.
24. To pay out of the funds of the company all costs, charges and expenses of and incidental to
the formation and registration of the company and any company promoted by the company
and also all costs, charges, duties, impositions and expenses of and incidental to the
acquisition by the company of any property or assets.

25. To send out to foreign countries, its director, employees or any other person or persons for
investigation possibilities of main business or trade procuring and buying any machinery or
establishing trade and business connections or for promoting the interests of the company
and to pay all expenses incurred in the connection.

26. To compensate for loss of office of any Managing Director or Directors or other officers of
the Company within the limitations prescribed under the Companies Act or such other
statute or rule having the force of law and to make payments to any person whose office of
 employment or duties may be determined by virtue of any transaction in which the
Company is engaged.

27. To agree to refer to arbitration any dispute, present or future between the Company and any
other company, firm, individual or any other body and to submit the same to arbitration in
India or abroad either in accordance with Indian or any foreign system of law.

28. To appoint agents, sub-agents, dealers, managers canvassers, sales, representatives or

salesmen for transacting all or any kind of the main business of which this Company is
authorized to carry on and to constitute agencies of the Company in India or in any other
country and establish depots and agencies in different parts of the world.

4TH The Liability of the members is Limited this liability is limited to the amount unpaid,
if any, on the shares held by them.

5TH The Authorized Share Capital of the Company is Rs. 3,96,10,00,000 (rupees three
hundred ninety-six crore ten lakh only) divided into 78,20,00,000 (seventy-eight crore
twenty lakh) equity shares of Rs. 5 each and 100,000 (one lakh) preference shares of Rs. 10
each and 500,000 (five lakh) preference shares of Rs. 100 each
 THE COMPANIES ACT, 2013

(COMPANY LIMITED BY SHARES)

ARTICLE OF ASSOCIATION

OF VENTURA INTERNATIONAL LIMITED

1. In these Articles unless the context otherwise requires:

“The Company” or this company' means: VENTURA INTERNATIONAL LIMITED.
(a) “the Act” means the “Companies Act, 2013” and every statutory modification or re-
enactment thereof and references to Sections or Rules of the Act shall be deemed to mean
and include references to sections enacted in modification or replacement thereof.

(b) “Articles” means these Articles of Association as originally framed or as altered, from
time to time.

(c) “The Office” means the Registered Office for the time being of the Company.

(d) “The Seal” means the common seal of the Company, if any.

(e) “Board” means the board of directors of the Company;

(f) “Business Day” means any day of the week (excluding Saturdays, Sundays and public
holidays) on which commercial banks are open for business in Hong Kong, Beijing and
New Delhi;

(g) “Depository Act” shall mean Depository Act, 1996.

(h) “Equity Share(s)/Shares” means the fully paid-up equity share(s) of the Company having
a par value of INR 5 (Rupees Five) per share;
(i) “SEBI Listing Regulations” means Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015;

Words imparting the singular shall include the plural and vice versa, words imparting the
masculine gender shall include the feminine gender and words imparting persons shall
include bodies corporate and all other persons recognized by law as such.
“Month” and “year” means a calendar month and calendar year respectively.
Expression referring to writing shall be construed as including references to printing,
lithography, photography and other modes of representing or reproducing words in
visible form.

Unless the context otherwise requires, the words or expressions contained in these
regulations shall bear the same meaning as in the Act or the Depositories Act or the SEBI
Listing Regulations, as the case may be, in force at the date at which these regulations
become binding on the Company.

2. The Regulations contained in Table F in Schedule 1 to the Act shall not apply to the
company and the Articles contained herein contained shall be the regulations for the
management of the Company and for the observance of its members and their
representatives. They shall be binding on the company and its members as if they are the
terms of an agreement between them.

SHARE CAPITAL

3. The Authorized Share Capital of the Company shall be such amounts and be divided into
such shares either may be Equity Shares or preference shares (compulsory convertible or
redeemable) as may, from time to time, be provided in Clause 5 th of the memorandum of
association with power to increase or reduce the capital in accordance with the
Company's regulations and legislative provisions for the time being in force on that
behalf with the powers to divide the share capital, whether original or increased or
decreased into several classes and attach thereto respectively such ordinary, preferential
or special rights and conditions in such manner as may for the time being be provided by
these Articles of the Company and allowed by law.
4. Subject to the provisions of these Articles and of the Act, the shares shall be under the
control of the Board, who may allot or otherwise dispose of the same to such persons, on
such terms and conditions and at such time as they think fit and with full power to give
any person the option to call of or be allotted shares of the Company of any class, either
at a premium or at par and for such time and for such consideration as the Board think fit
(subject to the provisions of Section 53, 54, 56 and 58 of the Act), provided that option or
right to call of shares shall not be given to any person except with the sanction of the
Company in General Meeting. The Board shall cause to be made the returns as the
allotment provided for in Section 39 of the Act.

5. 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 on the register shall, for the purposes of the Articles, be a member.
6. The rights conferred upon the holders of the shares of any class issued with preferred or
other rights shall not unless otherwise provided by the terms of issue of the shares of that
class be deemed to be varied by the creation or issue of further shares ranking pari passu
therewith.

7. (a) Every person whose name is entered as a member in the register of members shall be
entitled to receive within two months after allotment (or within such other period as the
conditions of issue shall provide) or within one month after the application for the
registration of transfer is received by the Company.

(i) One certificate for all his shares without payment, or

(ii) Several certificates, each for one or more of his shares, provided that any
subdivision, consolidation or splitting of certificates required in
marketable lots shall be done by the Company free of any charges.

(b) Every certificate shall be under the seal and shall specify the shares to which it
relates and the amount paid up thereon.
 (c) In respect of any share or shares held jointly by several persons, the Company
shall not be bound to issue more than one certificate, and delivery of a certificate
for a share to one of several joint holders shall be sufficient delivery to all such
holders.

8. The Company agrees, that it will not charge any fees exceeding those which may be
agreed upon with the Stock Exchange.

(a) for issue of new certificates in replacement of those that are torn out, defaced lost
or destroyed;
(b) for sub-division and consolidation of shares and debenture certificates and for
subdivision of Letters of Allotment and Split, Consolidation, Renewal and Pucca
Transfer Receipts into denominations other than those fixed for the market units
of trading”.

9. If any shares stand in the names of two or more persons, the person first named in the
register of members shall as regards receipt of dividends, the service of notices and
subject to the provisions of these Articles, all or any other matter connected with the
Company except the issue of share certificates, voting at meeting and the transfer of the
share, be deemed the sole holder thereof.

LIEN

10. The Company shall have a first and paramount lien upon all the Shares/Debentures (other
than fully paid up Shares/Debentures) registered in the name of each Member (whether
solely or jointly with 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/ Debentures, and no equitable interest in any Shares shall be created except upon
the footing and condition that this Article will have full effect and such lien shall extend
to all Dividends and bonuses from time to time declared in respect of such
Shares/Debentures. Unless otherwise agreed, the registration of a transfer of
Shares/Debentures shall operate as a waiver of the Company’s lien, if any, on such
 Shares/Debentures. The Directors may at any time declare any Shares/Debentures wholly
or in part exempt from the provisions of this clause.

(b) The Company’s lien, if any, on a Share shall extend to all Dividend payable thereon
subject to section 205A of the Act.

DEMATERIALISATION OF SECURITIES

11. The Company or the investor may exercise an option to issue, deal in, hold the securities
(including Shares) with a Depository in electronic form and the certificates in respect
thereof shall be dematerialized, in which event the rights and obligations of the parties
concerned and matters connected therewith or incidental thereof, shall be governed by the
provisions of the Depositories Act, as amended from time to time or any statutory
modification thereto or re- enactment thereof.

CALLS ON SHARES

12. (1) The Board may, from time to time, make calls upon the members in respect of money
unpaid on their shares (whether on account of the nominal value of the shares or by way
of premium) and not by the conditions of allotment

thereof made payable at fixed times. Provided that no call shall exceed one-fourth
of the nominal value of the share or be payable at less than one month from the
date fixed for the payment of the last preceding call.

(2) Each member shall, subject to receiving at least 14 (fourteen) days’ notices
specifying the time or times and place of payment of the call money pay to the
Company at the time or times and place so specified, the amount called on his
shares.

(3) A call may be revoked or postponed at the discretion of the Board.

13. A call shall be deemed to have been made at the time when the resolution of the Board
authorizing the call was passed. Call money may be required to be paid by installments.
14. The joint holders of a share shall be jointly and severally liable to pay all calls in respect
thereof.

15. (a) If a sum called in respect of a share is not paid before or on the day appointed for
payment thereof, the person from whom the sum is due shall pay interest thereon from
the day appointed for payment thereof to the time of actual payment at ten per cent or at
such lower rate, if any as the Board may determine.

1. The Board shall be at liberty to waive payment of any such interest wholly or in
part.

16. (a) 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 shares or by way of
premium, shall for purposes of these regulations, be deemed to be a call duly made and
payable on the date on which by the terms of issue such sum becomes payable.

1. In case of non-payment of such sum, all the relevant provisions of these

regulations 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.

17. Subject to the provisions of Section 50 and 179 of the Act, the Board:

(a) May, if it thinks fit, receive from any member willing to advance all or any part of the
money uncalled and unpaid upon any shares held by him; and

(b) If it thinks fit, may pay interest upon all or any of the moneys advanced on uncalled
and unpaid shares (until the same would but for such advance become presently
payable) at such rate not exceeding, unless the Company in general meeting shall
otherwise direct, 12% (twelve per cent) per annum as may be agreed upon between
the Board and the member paying the sums or advances, Money so paid in advance
shall not confer a right to dividend or to participate in profits.

(c) The Directors may at any time repay the amount so advanced;
 (d) The Members shall not be entitled to any voting rights in respect of the money so paid
by him until the same would but for such payment, become presently payable; and

(e) The provisions of these Articles shall mutatis mutandis apply to the calls on
Debentures of the Company.

TRANSFER AND TRANSMISSION OF SECURITIES

18. The Company shall keep a “Register of Transfers” and therein shall fairly and distinctly
enter particulars of every transfer or transmission of any share(s) or securities.

19. (a) the instrument of transfer of any securities in the Company shall be executed by
or on behalf of both the transferor and the transferee.

(b) the transferor shall be deemed to remain a holder of the security until a
properly signed deed of transfer is received by the Company within 2 months of
its execution and proper note thereof has been taken and name of transferee has
been entered in the Register of Members/Securities, as the case may be. A
common form of transfer shall be used in case of transfer of Shares.
20. The instrument of transfer shall be in writing and all the provisions of Act and
modification thereof for the time being shall be complied with in respect of all transfers
of shares and registration thereof.

21. Unless the Directors decide otherwise, when an instrument of transfer is tendered by the
transferee, before registering any such transfer, the Directors shall give notice by letter
sent by registered acknowledgement due post to the registered holder that such transfer
has been lodged and that unless objection is taken the transfer will be registered. If such
registered holder fails to lodge an objection in writing at the office within 10 (ten) days
from the posting of such notice to him, he shall be deemed to have admitted the validity
of the said transfer. Where no notice is received by the registered holder, the Directors
shall be deemed to have decided not to give notice and in any event to the non-receipt by
the registered holder of any notice shall not entitle him to make any claim of any kind
against the Company or the Directors in respect of such non-receipt.

22. The Board may decline to recognize any instrument of transfer unless:
 (a) the instrument of transfer is in the form as prescribed in rules made under sub
section (1) of section 56;

(b) the instrument of transfer is accompanied by the certificate of the shares to which
it relates, and such other evidence as the Board may reasonably require to show
the right of the transferor to make the transfer; and

(c) the instrument of transfer is in respect of only one class of shares.

23. All instruments of transfer which shall be registered shall be retained by the Company,
but may be destroyed upon the expiration of such period as the Board may from time to
time determine. Any instrument of transfer which the Board declines to register shall
(except in any case of fraud) be returned to the person depositing the same.

TRANSMISSION OF SECURITIES

24. (a) On the death of a member, the survivor or survivors where the member was a joint
holder, and his nominee or nominees or legal representatives where he was a sole holder,
shall be the only persons recognized by the company as having any title to his interest in
the shares.

(b) Nothing in clause (a) shall release the estate of a deceased joint holder from any
liability in respect of any share which had been jointly held by him with other
persons.

25. (a) Any person becoming entitled to a share in consequence of the death or insolvency of
a member may, upon such evidence being produced as may from time to time properly be
required by the Board and subject as hereinafter provided, elect, either:

(i) to be registered himself as holder of the share; or

(ii) to make such transfer of the share as the deceased or insolvent member
could have made.
 (b) The Board shall, in either case, have the same right to decline or suspend registration
as it would have had, if the deceased or insolvent member had transferred the share
before his death or insolvency.

26. Where the Company has knowledge through any of its principal officers within the
meaning of Section 2 of the Estate Duty Act, 1953 of the death of any member of or
debenture holder in the company, it shall furnish to the controller within the meaning of
such section, the prescribed particulars in accordance with that Act and the rules made
thereunder and it shall not be lawful for the Company to register the transfer of any
shares or debentures standing in the name of the deceased, unless the transferor has
acquired such shares for valuable consideration or a certificate from the Controller is
produced before the Company to the effect that the Estate Duty in respect of such shares
and debentures has been paid or will be paid or that none is due, as the case may be.

27. The Company shall incur liability whatever in consequence of its registering or giving
effect, to any transfer of share made or purporting to be made by any apparent legal
owner thereof (as shown or appearing in the register of members) to the prejudice of
persons having or claiming any equitable right, title of interest to or in the said shares
notwithstanding that the Company may have had notice of such equitable right, title or
interest or notice prohibiting registration of such transfer and may have entered such
notice or referred thereto, in any book of the Company and the Company shall not be
bound or required to regard or attend or give effect to any notice which may be given to it
of any equitable right, title or interest or be under any liability for refusing or neglecting
so to do, though it may have been entered or referred to in some book of the Company
but the Company though not bound so to do, shall be at liberty to regard and attend to any
such notice and give effect thereto if the Board shall so think fit.

FORFEITURE OF SHARES

28. If a member fails to pay any call, or installment of a call, on the day appointed for
payment thereof, the Board may, at any time thereafter during such time as any part of
the call or installment remains unpaid, serve a notice on him requiring payment of so
 much of the call or installment as is unpaid, together with any interest which may have
accrued.

29. The notice aforesaid shall:

(a) Name a further day (not being earlier than the expiry of 14 (fourteen) days from
the date of service of the notice) on or before which the payment required by the
notice is to be made; and

(b) State that, in the event of non-payment on or before the day so named, the shares
in respect of which the call was made shall be liable to be forfeited.

30. If the requirements of any such notice as aforesaid are not complied with, any share in
respect of which the notice has been given may, at any time, thereafter, before the
payment required by the notice has been made, be forfeited by a resolution of the Board
to that effect. Such forfeiture shall include all dividends declared in respect of the
forfeited shares and not actually paid before the date of forfeiture, which shall be the date
on which the resolution of the Board is passed forfeiting the shares.

31. (a) A forfeited share may be sold or otherwise disposed of on such terms and in such
manner as the Board thinks fit.

1. At any time before a sale or disposal, as aforesaid, the Board may annul the
forfeiture on such terms as it thinks fit.

32. Upon any sale, re-allotment or other disposal under the provisions of these Articles
relating to lien or to forfeiture, 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. When any Shares, under the powers in that behalf herein
contained are sold by the Board and the certificate in respect thereof has not been
delivered up to the Company by the former holder of such Shares, the Board may, issue a
new certificate for such Shares distinguishing it in such manner as it may think fit, from
the certificate not so delivered.
33. The Directors may subject to the provisions of the Act, accept from any member on such
terms and conditions as shall be agreed, a surrender of his shares or stock or any part
thereof.

GENERAL MEETING

34. All General Meetings other than the Annual General Meetings of the Company shall be
called Extra-Ordinary General Meetings.

35. (1) The Board may, whenever it thinks fit call an Extraordinary General Meeting.

(2) If at any time directors capable of acting who are sufficient in number to form
a quorum are not within India, any director or any two members of the company
may call an extraordinary general meeting in the same manner, as nearly as
possible, as that in which such a meeting may be called by the Board.

CONDUCT OF GENERAL MEETINGS

36. No general meeting, annual or extraordinary, shall be competent to enter upon, discuss or
transact any business which has not been stated in the notice by which it was convened or
called.

37. (a) No business shall be transacted at any general meeting, unless a quorum of members
is present at the time when the meeting proceeds to business.

(b) Save as otherwise provided in Section 103 of the Act, a minimum of:

(i) Five members personally present if the number of members as on the date of
meeting is not more than one thousand;

(ii) Fifteen members personally present if the number of members as on the

date of meeting is more than one thousand but up to five thousand;

(iii) Thirty members personally present if the number of members as on the

date of the meeting exceeds five thousand;
 Furthermore, A body corporate, being member, shall be deemed to be personally present
if it is represented in accordance with Section 113 of the Act.

VOTES OF MEMBERS

38. Subject to any rights or restrictions for the time being attached to any class or classes of
shares:

(a) On a show of hands, every member present in person shall have one vote; and

(b) On a poll, the voting rights of members shall be as laid down in Section 47 of the
Act.

39. In the case of joint holders, the vote of the senior who tenders a vote whether in person or
by proxy, shall be accepted to the exclusion of the votes of the other joint holders. For
this purpose, seniority shall be determined by the order in which the names of joint
holders stand in the Register of members.

40. 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 hands or on a poll by his
committee or other legal guardian, and any such committee or guardian may on a poll,
vote by proxy, provided that such evidence as the Board may require of the authority of
the person claiming to vote shall have been deposited at the office not less than 24 hours
before the time of holding the meeting or adjourned meeting at which such person claims
to vote on poll.

BOARD OF DIRECTORS

41. The number of Directors of the Company shall not be less than three and not more than
fifteen.

42. The following shall be the first directors of the Company:

1. SHAILENDRA NATH RAI

2. SUNIL BHALLA
 3. HARI OM RAI

43. 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 in accordance with the provisions of
Section 152 of the Act or if their number is not three or a multiple of three, then the
number nearest to one third shall retire from office in accordance with the provisions of
Sections 152 of the Act.

44. (i) Subject to the provisions of the Act and Rules made there under each Director shall
be paid sitting fees for each meeting of the Board or a committee thereof, attended by him
a sum not exceeding Rs. 100,000/- (rupees one lakh).

(ii) Subject to the provisions of Section 197 of the Act, the Directors shall be paid such
further remuneration, whether in the form of monthly payment or by a percentage of
profit or otherwise, as the Company in General Meeting may, from time to time,
determine and such further remuneration shall be divided among the Directors in such
proportion and in such manner as the Board may, from time to time, determine and in
default of such determination, shall be divided among the directors equally of is so
determined paid on a monthly basis.

(iii) The remuneration of the Directors shall, in so far as it consists of a monthly payment,
be deemed to accrue from day to day.

(iv) Subject to the provisions of Sections 197 of the Act, if any Director be called upon to
perform any extra services or make special exertions or efforts (which expression
shall include work done by a Director as a member of any committee formed by the
Directors) the Board may pay such Director special remuneration for such extra
services or special exertions or efforts either by way of a fixed sum or by percentage
of profit otherwise and may allow such Director at the cost and expense of the
Company such facilities or amenities (such as rent free house, medical aid and free
conveyance) as the Board may determine from time to time.
 (v) In addition to the remuneration payable to them in pursuance of the Act, the Directors
may be paid in accordance with company's rules to be made by the Board all
travelling, hotel and other expenses properly incurred by them:

(a) In attending and returning from meetings or adjourned meeting of the

Board or any committee thereof; or
(b) In connection with the business of the Company.

POWERS OF BOARD OF DIRECTORS

45. The Board may pay all expenses incurred in the formation, promotion and registration of
the Company.

46. The Company may exercise the powers conferred on it by Section 88 of the Act with
regard to the keeping of a foreign register; and the Board may (subject to the provisions
of those Sections) make and vary such regulations as it may think fit with respect to the
keeping of any such register.

47. The Directors may enter into contracts or arrangements on behalf of the Company subject
to the necessary disclosures required by the provisions of Section 184 of the Act being
made wherever any Director is in any way, whether directly or indirectly concerned or
interested in the contract or arrangements.

PROCEEDINGS OF THE BOARD

48. Subject to Section 174 of the Act, the quorum for a meeting of the Board shall be one
third of its total strength (any fraction contained in that one third being rounded off as
one) or two Directors, whichever is higher; provided that where at any time the number
of interested Directors exceeds or is equal to two thirds of the total strength, the number
of the remaining Directors, that is to say, the number of directors, who are not interested,
present at the meeting, being not less than two, shall be the quorum during such time.

49. The participation of the Directors by video conferencing or by other audio-visual means
shall also be counted for the purposes of quorum under clause 111 of the Articles.
50. If a meeting of the Board could not be held for want of quorum, whatever number of
Directors not being less than two, shall be present at the adjourned meeting, notice where
of shall be given to all the Directors, shall form a quorum.

51. (i) Save as otherwise expressly provided in the Act, questions arising at any meeting of
the Board shall be decided by a majority of vote.

(ii) In case of an equality of votes, the Chairman of the meeting shall have a
second or casting vote.
52. All acts done by any meeting of the Board or by a committee thereof by any person
acting as a Director shall, notwithstanding that it shall afterwards be discovered that
there was some defect in the appointment or continuance in office of any such Directors
or persons acting as aforesaid: or that they or any of them were disqualified or had
vacated office or were not entitled to act as such or that the appointment of any of them
had been terminated by virtue of any provisions contained in the Act or in these Articles,
be as valid as if every such person had been duly appointed, had duly continued in office
was qualified, had continued to be a Director his appointment had not been terminated
and he had been entitled to be a Director provided that nothing in this Article shall be
deemed to give validity to any act done by a Director after his appointment has been
shown to the Company to be invalid or to have terminated.

53. Subject to Section 175 of the Act and except a resolution which the Act requires
specifically to be passed in any board meeting, a resolution in writing, signed by the
majority members of the Board or of a committee thereof; for the time being entitled to
receive notice of a meeting of the Board or committee, shall be as valid and effectual as if
it had been passed at a meeting of the Board or committee, duly convened and held.

MANAGING DIRECTOR(S) AND WHOLE TIME DIRECTOR(S)

54. Subject to provisions of Section 196 & 197 of the Act, the Board may, from time to time,
appoint one or more of their body to the office of Managing Directors or whole time
Directors for a period not exceeding 5 (five) years at a time and on such terms and
conditions as the Board may think fit and subject to the terms of any agreement entered
into with him, may revoke such appointment, and in making such appointments the
 Board shall ensure compliance with the requirements of the Act and shall seek and
obtain such approvals as are prescribed by the Act, provided that a Director so appointed,
shall not be whilst holding such office, be subject to retirement by rotation but his
appointment shall automatically be determined if he ceases to be a Director.

55. The Board may entrust and confer upon Managing Director/s or whole time Director/s
any of the powers of management which would not otherwise be exercisable by him upon
such terms and conditions and with such restrictions as the Board may think fit, subject
always to the superintendence, control and direction of the Board and the Board may,
from time to time evoke, withdraw, alter or vary all or any of such powers.

56. Subject to Section 203 of the Act, a Secretary of the Company may be appointed by the
Board on such terms, at such remuneration and upon such conditions as it may think fit,
and any Secretary so appointed may be removed by the Board.

THE SEAL

57. (a) The Board shall provide a common seal for the purposes of the Company and shall
have power, from time to time, to vary or cancel the same and substitute a new seal in
lieu thereof. The Board shall provide for the safe custody of the seal for the time being.

(b) Subject to any statutory requirements as to Share Certificates or otherwise, the seal of
the company shall not be affixed to any Instrument except by the authority of a resolution
of the Board or of a committee of the Board authorized by it in that behalf, and except in
the presence of at least two directors and of the secretary or such other person as the
Board may appoint for the purpose; and those two directors and the secretary or other
person aforesaid shall sign every instrument to which the seal of the company is so
affixed in their presence.

ACCOUNTS

58. (a) The Board shall cause proper books of accounts to be maintained under Sections
128 & 129 of the Act.
 (b) The Board shall, from time to time, determine whether and to what extent and at what
times and places and under what conditions or regulations, the accounts and books of
the Company or any or them, shall be open to the inspection of members not being
Directors.

(c) No member (not being a director) shall have any right of inspecting any account or
book or document of the company except as conferred by law or authorized by the
Board or by the company in general meeting.

BALANCE SHEET AND PROFIT AND LOSS ACCOUNT

59. Balance Sheet and Profit and Loss Account of the Company will be audited once in a
year by a qualified auditor for correctness as per provision of the Act.

AUDIT

60. (a) The first Auditor of the Company shall be appointed by the Board within 30
(thirty) days from the date of registration of the Company and the Auditors so
appointed shall hold office until the conclusion of the first Annual General
Meeting.
(b) The auditor shall be hold office from the conclusion of First Annual General
Meeting till conclusion of Sixth Annual General Meeting

(c) The remuneration of the Auditor shall be fixed by the Company in the Annual
General Meeting or in such manner as the Company in the Annual General
Meeting may determine. In case of an Auditor appointed by the Board his
remuneration shall be fixed by the Board.
(d) The Board may fill any casual vacancy in the office of the auditor and where any
such vacancy continues, the remaining auditor, if any may act, but where such
vacancy is caused by the resignation of the auditors and vacancy shall be filled up
by the Company in General Meeting.

WINDING UP

Subject to the provisions of Chapter XX of the Act and rules made thereunder:
(a) If the company shall be wound up, the liquidator may, with the sanction of a
special resolution of the company and any other sanction required by the Act,
divide amongst the members, in specie or kind, the whole or any part of the assets
of the company, whether they shall consist of property of the same kind or not.

(b) For the purpose aforesaid, the liquidator may set such value as he deems fair upon
any property to be divided as aforesaid and may determine how such division
shall be carried out as between the members or different classes of members.

(c) The liquidator may, with the like sanction, vest the whole or any part of such
assets in trustees upon such trusts for the benefit of the contributories if he
considers necessary, but so that no member shall be compelled to accept any
shares or other securities whereon there is any liability.
 2. RESERVATION OF NAME OF THE COMPANY

Question Number- 2

The user can find the procedure to reserve the name of a company in the Companies
(Incorporation) Rules, 2014 Section-9. Section-9 lays down the following-
 The user can apply for a company’s name reservation through the SPICe+ Form
(Simplified Proforma for Incorporating Company Electronically Plus: INC-32) available
on www.mca.gov.in.
 This application must accompany the fee as provided under the annexures provided in the
Companies (Registration Offices and Fees) Rules, 2014.
 The Act states that every application to the Registrar of Companies filed by any person
for reservation of name under sub-section (4) of Section 4 of the Companies Act, 2013
shall be accompanied with the fee of Rs. 1,000.
 The application may either be approved or rejected, as the case may be, by the Registrar,
Central Registration Centre, after allowing re-submission of such web form within fifteen
days for rectification of the defects, if any.

Stepwise instructions to fill the SPICe+ form-

1. Go to the www.mca.gov.in
2. Enter the User I.D & Password (if the user is already registered) and click on sign-in.
3. Click on the ‘ⓘ’ symbol to sign-up in case of a new user.
4. Then from the taskbar, click on the ‘MCA Services’ option.
5. Then under the ‘Company Services’ heading, select the ‘SPICe+’ option.
6. Then click on ‘New Application’.
7. Enter the information as displayed by the website in the Part-A of the SPICe+ Form.
8. Enter the two names of your choice for the proposed company in preference order.
9. Click on ‘Auto-Check’.
10. The name will either be prima-facie accepted or rejected based on a preliminary check by
the software.
11. In case the name has already been applied for, the user needs to enter another name.
12. If the name is prima-facie approved, the user can submit the form; however, the
reservation of the name will be subject to a comprehensive check by the relevant
authorities.
 3. INCORPORATION PROCESS OF THE COMPANY

Question Number- 3

Keeping in view the ease of doing business, new form SPICe+ is notified for the incorporation of
a company and incidental registrations. The form SPICe+ replaces the existing SPICe form. All
the new company incorporations have to be done by the online filing of SPICe+ form. The other
forms that need to be filed along with SPICe+ are AGILE-PRO, SPICe+AoA and SPICe+MoA.

SPICe+
SPICe+ stands for Simplified Proforma for Incorporating Company electronically Plus. SPICe+
aims to offer about 10 services by three Central Government Ministries and Departments
(Ministry of Corporate Affairs, Ministry of Labour and the Department of Revenue in the
Ministry of Finance) and one State Government (Maharashtra). The form is an integrated web
form with a single-window for multiple services.

Web form SPICe+ (INC-32) deals with the single application for reservation of name,
incorporation of a new company and/or application for allotment of DIN and/or application for
PAN and TAN. This eForm is accompanied by supporting documents including details of
Directors & subscribers, MoA and AoA etc. Once the eForm is processed and found complete,
company would be registered and CIN would be allocated. Also DINs gets issued to the
proposed Directors who do not have a valid DIN. Maximum three Directors are allowed for
using this integrated form for filing application of allotment of DIN while incorporating a
company other than a Producer company. In case of a Producer company, maximum of five
directors are allowed to apply for allotment of DIN. Also PAN and TAN would get issued to the
Company.
 Services Offered By SPICe+
The web form offers the following services: –
Part A –: Name Reservation (New Companies only)
Part B:
 Company Incorporation
 Application for DIN
 PAN Application
 TAN Application
 GSTIN Application
 EPFO Registration
 ESIC Registration
 Opening of Bank Account for the Company
 Profession Tax Registration (only for Maharashtra)


The SPICe+ application form can be applied in two ways:

 Part A (Name Reservation) and Part B (All Other Services) can be applied for on a
simultaneous basis.
 Part A can be applied for initially, and upon reservation of the name, Part B can be
applied for.

Attachments Required For SPICe+:

 Memorandum of Association
 Articles of Association
 Declaration by the first director(s) and subscriber(s) (Affidavit not required)
 Proof of office address
 Copy of utility bills
 Copy of certificate of incorporation of foreign body corporate (if any)
 A resolution passed by promoter company
 The interest of first director(s) in other entities
 Consent of Nominee (INC–3)
  Proof of identity as well as the residential address of subscribers
 Proof of identity as well as residential address of the nominee
 Proof of identity and address of Applicant I, II, III
 Resolution of unregistered companies in case of Chapter XXI (Part 1) Companies
 Declaration in Form No. INC – 14
 Declaration in Form No. INC – 15
 Optional attachments (if any)
 Attachments – Part A

STEPWISE PROCEDURE FOR NEW COMPANY INCORPORATION UNDER SPICE+

Stage 1: Click on the feature ‘SPICe+’ that is listed under ‘MCA Services’.

Stage 2: When you click on ‘SPICe+’, the next screen opens where you need to choose ‘New
Application’ option. The ‘New Application opens the page as shown below:
If you’ve an existing application, you can choose ‘Existing Application’, feed in the application
number along with the proposed or approved name.

Stage 3: Choose the ‘Type of Company’ that displays the below options to choose from:
Step 4: Choose the ‘Class of Company’ that has the below options:

Step 5: Choose the ‘Category of Company’ that has the below options:
 Company limited by shares
 Company limited by guarantee
 Unlimited company

Step 6: Choose the ‘Sub-Category of Company’ that has the below options:
Step 7: Next, you have to mention the ‘Main division of industrial activity of the Company’
(Mention the code of the industrial activities). For example, if you choose ‘01’, the relevant
description of business will be auto-populated in the ‘Description of main division’.

Step 8: Next, you have to give particulars of the ‘proposed or approved name’. You should click
the ‘Auto-check’ to do the first level automatic scrutiny of the proposed or approved name in
accordance with the rules governing the name.
You can submit the ‘Part A’ for reservation of name or proceed with the incorporation. Upon
choosing to proceed with incorporation, ‘Part B’ is enabled.
Part B has various sections with validation for ‘check form’ for each section. The details required
for registration (as mentioned in the paragraphs above) have to be entered. The details also
include:
 Address of the registered office of the company
 Proposed directors and subscribers
 Capital of the company
  Other information to apply for tax registrations such as PAN and TAN
You have to upload the documents required for registration (as mentioned in the paragraphs
above). After filling up Part B, you have to carry out a ‘pre-scrutiny’ check. Once the ‘pre-
scrutiny’ is successful, click on ‘submit’.
A confirmation is displayed upon successful submission of the form. You should download the
PDF of Part B submitted for affixing the DSC and for filling up any linked forms along with Part
B.
The forms linked to SPICe+ are AGILE-PRO, SPICe+MoA and SPICe+AoA, URC-1 and INC-
9. Part B of SPICe+ and linked forms can then be uploaded on the MCA portal. A Service
Request Number is generated for making a payment towards company incorporation.
Once the payment is made successfully, the forms would be processed. In a case where the forms
need resubmission for any errors being flagged upon processing, the SPICe+ form has to be
resubmitted in the same manner.
 4. PROCEDURE FOR THE CONVERSION OF OUR COMPANY TO A SECTION 8 COMPANY

Question Number- 4
STEP 1 – Passing a Board Resolution
When a registered private limited company wants to convert itself to section 8 company then has
to seek approval from its existing member in AGM/EGM after passing a special resolution in
that meeting. Form MGT-14 shall be file within 30 days from the date of the resolution to the
registrar of the company and for further Process Company need to comply following steps

STEP 2 - Application for Name Reservation

The Promoters shall apply for the name reservation of the proposed Company with concerned
ROC of the state where the proposed Company has to be formed in the E-Form INC-1 with the
prescribed fees.

STEP 3 - Application for conversion in E-form RD-1

Now, a person or association of persons who want to convert into section 8 company shall file an
application under E-form RD-1 along with prescribed fees to the registrar to grant a license
under the Section 8 Companies act 2013.
The above application shall be filed along with the following Documents:
1. Attach Form INC-12 with RD-1 form.
2. The draft Memorandum of Association of proposed Company as per the form INC 13.
3. The draft Article of Association of proposed Company
4. The declaration by an Advocate or a Chartered Accountant or a Cost Accountant or a
Company Secretary in practice in Form INC-14 confirming that MOA and AOA of a
proposed company are in accordance with the provisions of Section 8 of the Act and the
provision of the Act and rule in relation to the registration duly complies.
5. The financial statement, Board report, Audit Report of existing private Company within 2
years preceding the application made or 1 year if a company has functioned only 1 year.
6. A statement showing in detail of assets and liabilities as on the date of an application or
30 days preceding the application.
 7. An estimate of the future annual income and expenditure of the proposed company for
next 3 years, specifying the sources of the income and the objects of the expenditure.
8. The certified true copy of the resolution passed by the existing Company in General
Meeting and Board Meeting for conversion into Section 8.
9. A declaration under Form INC 15 from each person making an application.

STEP 4 - Notice in Newspaper for Conversion

The Converting Company shall publish a notice in Form INC 26 at its own expense within a
week from the date of an application made. The notice shall be published in one vernacular
newspaper in the principal the district in which the registered office of the proposed company is
to be situated or is situated and one in English newspaper in the district and on the websites as
may be notified by the Central government;
The copy of the above notice published shall also file with Registrar immediately after the
publication.

STEP 5 - Issue of License by Registrar

Registrar could raise the applicant to furnish the approval or concurrence of the other Authority,
Regulatory Body and department of Ministry of CG or SG.
The Registrar after considering the objections, if any, received within 30 days from the date of
publication of notice and after consulting any authority, regulatory body, Department or Ministry
of the CG and SG, as it may decide whether the license shall or shall not grant.
The license shall be in form INC-16 or from INC-17. The Registrar may direct the company to
insert in its memorandum, or in its articles, or partly in one or partly in the other, such conditions
of the license as may be specified by Registrar.
 5. (A) PROCEDURE TO APPLY AS A DIRECTOR

Question Number- 5

The concept of a Director Identification Number (DIN) was introduced for the first time with the
insertion of Sections 266A to 266G of Companies (Amendment) Act, 2006. All the existing and
intending Directors have to obtain DIN within the prescribed time-frame as notified.

General provisions relating to appointment of directors

1. Except as provided in the Act, every director shall be appointed by the company in
general meeting.
2. Director Identification Number is compulsory for appointment of director of a company.
3. Every person proposed to be appointed as a director shall furnish his Director
Identification Number and a declaration that he is not disqualified to become a director
under the Act.
4. A person appointed as a director shall on or before the appointment give his consent to
hold the office of director in physical form DIR-2 i.e. Consent to act as a director of a
company.
5. Company shall file Form DIR-12 (particulars of appointment of directors and KMP along
with the form DIR-2 as an attachment within 30 days of the appointment of a director,
necessary fee. {Rule8}

6. Articles of the Company may provide the provisions relating to retirement of the all
directors. If there is no provision in the article, then not less than two-thirds of the total
number of directors of a public company shall be persons whose period of office is liable
to determination by retirement by rotation and eligible to be reappointed at annual
general meeting. Further independent directors shall not be included for the computation
of total number of directors. At the annual general meeting of a public company one-third
of such of the directors for the time being as are liable to retire by rotation, or if their
number is neither three nor a multiple of three, then, the number nearest to one-third,
 shall retire from office. The directors to retire by rotation at every annual general meeting
shall be those who have been longest in office since their last appointment.

A. Application for allotment of DINs to the proposed first Directors in respect of new
companies

SPICe Form: Any person (not having DIN) wanting to become a first director in a new company
shall have to make an application through eForm SPICe. The applicant is required to attach the
proof of Identity and address along with the application. DIN would be allocated to User only
after approval of the form.

Steps-
1. After following the incorporation procedure as explained in the previous question. The
user upon completion of Part-A of the SPICe eform needs to click on ‘Proceed’.

2. The user will then be directed to SPICe form Part-B. The information needs to be filled in
and then the user needs to press ‘Save and Continue’ button. Then, the user will be
directed to the ‘Subscriber and Director Details’ webpage. Here along with the other
director details, in case of new directors without a valid DIN, the user needs to mention
the number of directors.
3. Upon proceeding the form needs to be filled further, and the user will see a column to
add/edit director details.
 4. The user needs to fill in all information as required in Part-B of the SPICe form and then
the application for a new DIN is automatically submitted, upon submission of the SPICe
form.

B. Application for any person intending to become a director in an existing company

DIR-3 Form: Any person intending to become a director in an existing company shall have to
make an application in eForm DIR-3 and should follow the following procedure:

 Supporting Documents: Attach the photograph and scanned copy of supporting

documents. i.e. proof of identity, and proof of residence as per the guidelines. Physical
documents are not required to be submitted at DIN cell.
 Digital Signature: Form DIR-3 is mandatory to be signed by the Applicant and shall be
verified digitally by a Company Secretary in full time employment of the company or by
the Managing Director or Director or CEO or CFO of the existing company in which the
applicant is intended to be appointed as a director.
  Fee Payment: Upon upload, make the payment of filing fee of eForm DIR-3. Only
electronic payment of the fees shall be allowed (i.e. Net banking / Credit Card/Debit
Card/Pay later/ NeFT).
The user is required to get himself / herself registered on the MCA21 Portal to obtain
Login ID. Login to the MCA21 portal and click on 'eForm upload' link available under
the 'eForms' tab for uploading the eForm DIR- 3. EForm DIR-3 will be processed only
after the DIN application fee is paid.
 Generation of DIN: Upon upload and successful payment, in case Form DIR-3 details
have not been identified as potential duplicate, Approved DIN shall be generated and if
the details have been identified as potential duplicate, Provisional DIN shall be generated.
 Verification of e Form: In case, details of eForm DIR-3 are found as potential duplicate,
the same gets routed to DIN cell for back office processing. Upon approval of the form,
provisional DIN becomes approved DIN and would be available for further use.

C. Application for any changes in the particulars of the directors

DIR-6 Form: If there is any change in the particulars submitted in form DIR-3/SPICe with
respect to Directors, applicant can submit e-form DIR-6. For instance, in the event of change of
address of a director, he/she is required to intimate this change by submitting e-form DIR-6
along with the required attested document.

 Digital Signature: The e-Form DIR-6 is required to be digitally signed by the Applicant
and further certified by a Chartered Accountant or a Company Secretary or a Cost
Accountant in whole- time practice or company secretary (member of ICSI)/Director of
existing company in which applicant is proposed to be the director.
 5. (B) APPOINTMENT OF DIRECTORS FOR OUR COMPANY

Since our company is a private company, we will need only two directors in the minimum to be
appointed as Directors. The particulars of our directors are as follows, which shall be filled in
accordance with the abovementioned procedure:

1. SHAILENDRA NATH RAI

DIN – KAS 758393 BSC 728

Name- Shailendra Nath Rai
Fathers’s Name- Rajeever Nath Rai
Address- #119, 4th Cross, CIL Layout, Jaymahal Palace Road, Mumbai - 340089
Email Address- snathrai@yahoo.com
Mobile Number- 9876457899
Occupation- Entrepreneur
Date of Birth- 07/10/1993
Nationality- Indian
No. of already existing KMP/Director Positions- One

2. SUNIL BHALLA

DIN – BAG 758333 BSC 918

Name- Sunil Bhalla
Fathers’s Name- Raj Bhalla
Address- #129, 8th Cross, 8th Main, Wankhede Road, Mumbai - 340089
Email Address- Bhalls38@gmail.com
Mobile Number- 8746189736
Occupation- Service Employee
Date of Birth- 18/12/1987
Nationality- Indian
No. of already existing KMP/Director Positions- Nil

3. HARI OM RAI

DIN – UAS 754493 KSC 118

Name- Hari Om Rai
Fathers’s Name- Rajeever Nath Rai
Address- #119, 4th Cross, CIL Layout, Jaymahal Palace Road, Mumbai - 340089
Email Address- OHariOm@gmail.com
Mobile Number- 8876457983
Occupation- Entrepreneur
Date of Birth- 11/01/1990
Nationality- Indian
No. of already existing KMP/Director Positions- Nil