First of all I would like to thank the Lovely University and take the opportunity to do this project as a part of the M. B. A. Many people have influenced the shape and content of this project, and many supported me through it. I express my sincere gratitude to Mr. Sumit goyal for assigning me a project of corporate and business law, which is an interesting and exhaustive subject. He has been an inspiration and role model for this topic. His guidance and active support has made it possible to complete the assignment.
I also would like to thank my Friends who have helped and encouraged me throughout the working of the project. Last but not the least I would like to thank the Almighty for always helping me. PREFACE This project is undertaken to fulfill the project work component of the M. B. A programme in 1st Semester. My project guide from L. P. U is Lect. Mr. Sumi Goyal. The term paper is based on- Formation of consultancy Service Company INDEX INTRODUCTION FORMATION OF ANGEL ONE CONSULTANCY SERVICE LTD. MEMORANDUM OF ASSICIATION
ARTICLE OF ASSOCIATION MEETING OF COMPANY CERTIFICATE OF CORPORATION WINDING UP FORMS CONTRACT 1 CONTRACT 2 INTRODUCTION 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. 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 is an association of many persons who contribute money or money’s worth to a common stock and employ it for a common purpose. The common stock so contributed is denoted in money and is the capital of the company. The people who contribute it or to whom it belongs are members. The proportion of capital to which each member is entitled is his share”. ANGEL ONE CONSULTANCY SERVICE LIMITED [pic]
Formation of ANGEL ON CONSULTANCY SERVICE LTD. company For the formation of a company, certain preliminary decisions are necessary. Like its type whether it should be a private company or public company, what its capital should be etc. All these decision are taken by its promoters and promoters do the entire necessary preliminary work incidental to the formation of company. Approval of name The first step in the formation of a company is the approval of the name by the registrar of the companies. In the state, union in which the company will maintain its registered office.
This approval is provided subject to certain conditions: for instance, there should not be an existing company by the same name. Further, the last words in the name are required to be “Private Ltd. ” in the case of a private company and “Limited” in the case of a Public Company. The application should mention at least four suitable names of the proposed company, in order of preference. In the case of a private limited company, the name of the company should end with the words “Private Limited” as the last words.
In case of a public limited company, the name of the company should end with the word “Limited” as the last word. The ROC generally informs the applicant within seven days from the date of submission of the application, whether or not any of the names applied for is available. Once a name is approved, it is valid for a period of six months, within which time Memorandum of Association and Articles of Association together with miscellaneous documents should be filed. If one is unable to do so, an application may be made for renewal of name by paying additional fees.
After obtaining the name approval, it normally takes approximately two to three weeks to incorporate a company depending on where the company is registered. Document to be filed with the Registrar After the approval of the proposed name of the company the documents/forms stated below are filed along with Memorandum of Association and Articles of Association on payment of filing fees (depending on the authorized capital of the company): Declaration of compliance, duly stamped Notice of the situation of the registered office of the company Particulars of Directors, Manager or Secretary
Authority executed on a non-judicial stamp paper, in favour of one of the subscribers to the Memorandum of Association or any other person authorizing him to file the documents and papers for registration and to make necessary corrections, if any The ROC’s letter (in original) indicating the availability of the name. Before the advertising company is registered, it is essential to ascertain from the registrar of companies and if the proposed name of the company is approved then the following documents duly stamped together with the necessary fees are to be filed with the registrar. • The memorandum of association. The article of association. • The agreement. • Declaration. MEMORANDUM OF ASSOCIATION The memorandum of association is a document of great importance in relation to the company it contains the fundamental conditions upon which alone the company is allowed to be incorporated. It is the charter of the company and defines its reasons for existense. it not only shows the object of the formation of a company. But also the utmost possible scope of it. NAME CLAUSE: ANGEL ONE CONSULTANCY SERVICE LIMITED. REGISTERED OFFICE CLAUSE: Industrial area Chas, Bokaro, Jharkhand OBJECT CLAUSE: Main object: ? To provide placement.
The objects ancillary to the attainment of main objects: 1. To become one of the top consultancy service company in India. 2. To engage in create employment. 3. To maintain web-sites and universal resource locators. 4. To own, establish or have and maintain offices, branches, agencies and trading platforms in or out of India for its business and activities. 5. To exercise all or any of its powers, rights, and privileges and to conduct its business and activities in India and / or in any foreign countries. 6. To train or pay for the training in India or abroad of any of the company’s employees, directors or personnel or any other person. . To directors, employees and personnel of the company and its subsidiaries against proceedings, costs, charges, expenses, losses, damages, claims and demands in respect of anything done by them in good faith in their capacity as such in execution of the duties of their office. 8. To do all such things as are required, incidental or conducive to the above objects or any of them or are required, conducive or advisable for the company to carry on business. CAPITAL CLAUSE: The Company shall have a registered capital of Rs. 5 lakhs divided into 30,000 equity shares of Rs. 0 each and 20,000 preference shares of Rs. 10 each. LIABILITY CLAUSE: The Company will be limited by shares. It means that the members can only be called upon to pay to the company at any time the uncalled or unpaid amount on the shares held by them. ASSOCIATION CLAUSE: We, the several persons whose names and addresses and occupations are subscribed, are desirous of being formed into a company in pursuance of this memorandum of association and respectively agree to take the number of shares in capital of the company set opposite our respect names. NAME OF SUBSCRIBERS |OCCUPATION |ADDRESS |SHARES HELD |SIGNATURE | |Sanjeev shahni | | | | | | | | | | | |Anayat baksh | | | | | | | | | | | |Ruby sharma | | | | | | | | | | | |Naiyar alam | | | | | | | | | | | |Anil newar | | | | | | | | | | | |Sagir alam | | | | | | | | | | | |Vikash sharma | | | | | ARTICLES OF ASSSOCIATION The articles of association or just articles are the rules, regulations for the internal management of the affairs of the company. They are framed with the object of carrying out the aims and object as out in the memorandum of association. The articles are next in importance to the memorandum of association which contains the fundamental conditions upon which alone a company is allowed to be incorporated. They are as such subordinate to, and controlled by the memorandum. SHARE CAPITAL: The share capital of the company is 5 lakhs. 30 Thousand Equity shares of Rs. 0 each and 20 thousand Preference shares of Rs. 10 each. Each subscriber shall hold at least 1 share. AUTHORIZED CAPITAL: Rs 5 lakhs ISSUED CAPITAL: Rs 3 Lakhs. SHARE CERTIFICATE: It is the prima facie evidence of the share holding of the shareholders. It shall be issued according to Article 7 of Table A, Schedule I another until some claim attaching to it is settled. CALL ON SHARES: The Company shall demand on to its share holders to pay whole or part of balance remaining unpaid on shares. Call will be made under a resolution of Board of Directors passed under the meeting of the Board. APPLICATION MONEY: The application money shall be 30000 of Rs. 10each.
ALLOTMENT MONEY: Subject to provisions of articles and the act and direction of the president, the shares shall be under the control of the board, who may allot or dispose of the same to such persons who apply for it in writing, upon such terms and conditions in such times, as board may think fit the stamp duty on the shares shall be paid by allotee who applies for the allotment of shares. TRANSFER OF SHARES: Section 108 to 112 deals with the transfer of shares. A company shall register for the transfer of shares only when a proper transfer deed is duly stamped, executed and signed by both the transferor and transfer deed is delivered to the company. Then it shall be presented to the Registrar of companies. The transfer deed shall be received within two months of presentation to the registrar.
The company will have the legal right to execute the transfer deed by legal representative of the deceased. TRANSMISSION OF SHARES: As per section 109-A (1), every shareholder can appoint a nominee in a prescribed form. Section 109-A (2) prescribes for the transmission of shares by joint holder of shares. Section 109-A (3) also prescribes the appointment of nominee for minor for the transmission of shares. FORFEITURE OF SHARES: On the account of shareholders making a default in payment of any of the call money on shares, the company shall give a notice of forfeiture of those shares along with the accrued interest there upon within 14 days of amount due under the Article 29 of Table A.
If the defaulting shareholders do not pay the amount within the specified time, board of directors may pass a special resolution to forfeit those shares under Article 31 of Table A. This power to forfeit shall be in good faith and for the benefit of the company. SHARE WARRANT: As per section 114, the company shall issue share warrant under common seal of the company only if shares are fully paid up and after obtaining the approval of the central government. ALTERATION OF CAPITAL: INCREASE IN CAPITAL-Subject to approval of the president and provisions of the act, the board from time to time sanction in the general meeting of the company to increase the share capital by passing a resolution.
REDUCTION IN CAPITAL-The Company from time to time by special resolution shall also have the power to reduce its capital by paying off capital or cancelling capital which has been lost or is unrepresented by assets and the board subject to provisions of the act accept surrender of shares. MEETINGS OF THE COMPANY STATUTORY MEETING- The board shall hold a meeting with its shareholders once in life time of company. The issues to be discussed shall be about the total shares allotted, cash received on those shares, the name, address and occupation of directors, managers, auditors, secretary and the changes thereof, particulars of the contract, arrears on call by managers and directors, and finally a copy of report shall be submitted to the Registrar. ANNUAL GENERAL MEETING-
The Company shall every year hold an annual general meeting during business hours of the company by giving not less than 21 days notice in writing. It shall be held in the registered office or some other place within the city, town or village. The company law board shall have the power to call annual general meeting as per section 167. The affairs and review of the working of the company shall be discussed, and necessary steps shall be taken to protect the interest of the of directors and elected representatives of the company. We shall also appoint the auditor and declare dividend for the shareholders also the annual accounts shall be presented for the consideration of the shareholders. EXTRAORDINARY GENERAL MEETING-
The board can on its own call for an extraordinary general meeting with regard to right shares or increase in the remuneration of managing directors and whole time directors. APPOINTMENT OF DIRECTORS: The board shall appoint directors as per section 260,262,313. The directors shall also be appointed by third party or by proportional representation. The Central Government shall also have the power to appoint directors for a period of 3 years. REMUNERATION OF DIRECTORS: The total remuneration of directors shall not exceed 11% of net profits of any financial year. This fee shall be exclusive of the fees payable to directors for attending the meeting of the board of directors. POWERS OF DIRECTORS: The powers to be exercised at the board shall be as follows: To make calls on the unpaid value of the shares from the shareholders • To issue debentures • To borrow money • To invest funds of the company • To make loans. The following powers are exercised by directors after the approval of the central government: • To sell, lease, dispose off the whole or substantially the whole of the undertakings of the company • To remit or give time for payment of any debt due to the company • To invest the amount of compensation received in respect of any acquisition of any property or undertaking of the company • To contribute to charitable trust or any fund up to 5% of net profits or Rs. 500000. MANAGERS:
As per section386, the Company shall appoint an employee or any other person as the manager of the Company. The remuneration of the manager will not exceed 5% of the net profits of the company. DIVIDEND: The Company shall distribute its profits as dividend to its shareholders and the rate of dividend shall be declared in the annual general meeting. CERTIFICATE OF INCORPORATION When the requite document are filed with the registrar, the registrar satisfy himself that the statutory requirements regarding registration have been duly complied. After this a certificate of incorporation given by the registrar in respect of a company is conclusive evidence that all the requirements of the companies act have been compiled with in respect of registration.
After the duly stamped Memorandum of Association and Articles of Association, documents and forms are filed and the filing fees are paid, the ROC scrutinizes the documents and, if necessary, instructs the authorized person to make necessary corrections. Thereafter, a Certificate of Incorporation is issued by the ROC, from which date the company comes in to existence. It takes one to two weeks from the date of filing Memorandum of Association and Articles of Association to receive a Certificate of Incorporation. Although a private company can commence business immediately after receiving the certificate of incorporation, a public company cannot do so until it obtains a Certificate of Commencement of Business from the ROC Tax Registration- Businesses liable for income tax must obtain a tax identification card and number [known as Permanent Account Number (PAN)] from the Revenue Department.
In addition to this, businesses liable to withhold tax must necessarily obtain a Tax Deduction Account Number (TAN). Both the PAN and the TAN must be indicated on all the returns, documents and correspondence filed with the Revenue Department. The PAN is also required to be stated in various other documents such as the documents pertaining to sale or purchase of any immovable property (exceeding Rs. five lakh), sale or purchase of a motor vehicle, time deposit (exceeding Rs. 5 lakh), contract for sale or purchase of securities (exceeding Rs. 10 lakh), to name a few Filing Registering/Approving Authority One copy has to be submitted along with a forwarding letter addressed to the concerned Registrar of Companies. WINDING UP:
Subject to the provisions of act, if the company is to be wound up and assets available for distribution among the members are insufficient to repay the whole of the paid up Capital, such assets shall be distributed so that the losses shall be borne by members in proportion to the capital paid up and the commencement of winding up on the shares held by them respectively. And if in winding up the assets available for distribution among members are more than sufficient to repay the whole of the paid up capital such assets shall be distributed amongst the members in proportion to the capital paid up on the shares held by them respectively FORMS FORM NO. 1 Registration No. of Company ………. Nominal Capital : Rs. ……………. 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 CompanyLimited/Private Limited Presented by .. I, . of do solemnly and sincerely Declare that I am [1] who is engaged in the formation of the company, or a person Named in the articles as a director/manager/secretary of the Limited/Private 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 PlaceSignature Witness 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 Nominal Capital: Rs THE COMPANIES ACT, 1956 Notice of the situation/change of situation of registered office [pursuant to section 146] Name of the company Notice is hereby given that —- 1. (a)the registered office of the company is situated . with effect from (b)the situation of the registered office of the company of was changed from to with effect form. 2. Situation of registered office falls under the jurisdiction of (name of the police station). * Dated this Day of 19 Signature Name (In Block Capitals) Designation State address of nearest police station with district and tehsil. FORM NO 29 Registration No. of Company …………………… Nominal Capital Rs. …………………………….. THE COMPANIES ACT, 1956 Consent to act as director of a company and/or undertaking to take and pay for qualification shares [pursuant to section 264(2)/266(I)(a) and 266(1)(b)(iii)] Name of company ………………………………………. Limited …………………………………… Presented by …………………………………………………………………………………………………… To the Registrar of Companies ……………………………………………………………..
I, the undersigned, hereby testify my consent to act as director of the …………………….. 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 ………………………… 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 |Address |Occupation |Date of birth |Nationality |Signature | |and father’s names | | | | | | |1 |2 |3 |4 |5 |6 | | | | | | | | Signature ………………………… Designation ……………………… Dated the ……………………… day of ……………….. 19 Notes: (1) Delete the portion not applicable. (2) If a director signs through his agent authorised in writing, the authority must be produced before the Registrar. 3) In case of undertaking to take and pay for qualification shares, the from should be accompanied by the necessary stamp duty. FORM NO. 32 Registration No. of Company …………………….. 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 ………………………………….. Presented by ……………………………………….. 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 |Father’s/ husband’s |Usual residential |Nationality |Date of appointment |Brief particulars of | |surname in full |name |address | |or change |changes | |1 |2 |3 |4 |5 |6 | | | | | | | | | | | | | | | Notes: (1) A note of changes should be made in column 6 e. g. by inserting against the name of new director, etc. the words “in place of …………………… and by indicating against the name of the former director, the cause for the change, e. g. by death, resignation, retirement by rotation, disqualification etc. (2) In case of managing director, his designation should be stated with his name in columan1. B. [***] C. Appointment of and changes in managership and secretaryship. Name or names and |Father’s/ husband’s |Usual residential |Nationality |Date of appointment |Brief particulars of | |surname in full |name |address | |or change |changes | |1 |2 |3 |4 |5 |6 | | | | | | | | | | | | | | |
Dated the …………………………………… day of ………….. 19 Signature …………………………………….. Designation…………………………………….. 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. CONTRACT – 1 We made a contract with NASTLE for provide employee. LETTER OF OFFER RAJESH VERMA Managing director NASTLE, varli
Mumbai, india 1/12/2009 This is the letter offer to the NASTLE. I,( Anayat baksh) managing director of angel one consultancy services want to provide trained and experienced employee for your company and the commission amount will be Rs. 30000 each employee. If you are agree then give me acceptance letter for further ANAYAT BAKSH Managing Director Angel one consultancy service ltd.. Industrial Area, chas Bokaro (Jharkhand) LETTER OF ACCEPTANCE ANAYAT BAKSH Managing Director Angel one consultancy service ltd.. Industrial Area, chas Bokaro (Jharkhand) 5/12/2009 This letter issues for Angel one consultancy service Ltd. or the acceptance of the agreement dealing letter for the Rs. 30000 We accept your offer letter without any condition. From: RAJESH VERMA Managing director NASTLE, varli Mumbai, India CONTRACT- 2 We also made a contract with Mr. Shahid Hussain for provice placement in NASTLE CO. LETTER OF OFFER Mr. Shahid Hussain Sec-2, Q. N- 007 Street- 5 Bokaro, Jharkhand This is the letter offer to the Mr. shahid Hussain. I, ( Anayat baksh) managing director of angel one consultancy services want to provide a job in NASTLE CO. for your better life and the commission amount will be charged by us is Rs. 20000. If you are agree then give me acceptance letter for further.
ANAYAT BAKSH Managing Director Angel one consultancy service ltd.. Industrial Area, chas Bokaro (Jharkhand) LETTER OF ACCEPTANCE ANAYAT BAKSH Managing Director Angel one consultancy service ltd.. Industrial Area, chas Bokaro (Jharkhand) This letter issues for Angel one consultancy service Ltd. for the acceptance of the agreement dealing letter for the Rs. 20000 I accept your offer letter without any condition. Mr. Shahid Hussain Sec-2, Q. N- 007 Street- 5 Bokaro, Jharkhand
