TERM PAPER

OF
COPERATE BUSINESS LAW
ON
ELECTRICAL GOODS

Submitted To:-
Submitted By:-
MR.SUMIT goyal
Abbas Ansari
L.S.M (L.P.U.)
RS1904A24

LOVELY PROFESSIONAL
UNIVERSITY
 TERM PAPER

CORPORATE BUSINESS LAW

INCORPORATION OF ELECTRICAL GOODS

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”.

According to Lord Justice Lindley, “By a company is meant 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 person who contribute it or to whom it belongs are members. The
proportion of capital to which each member is entitled is his share”.

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 OF THIS PAPER

The objective of this paper is to grasp, assimilate and comprehend the application of
the Corporate Business Law being practiced and its impact on day to day operations of the
Business in respect of the Contract act.

In this paper we will discuss how to start a new electrical goods company
hypothetically specifying its name, registration procedure in detail, the objectives, and legal
formalities of the forming a company. According to the nature of the business, we will 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.
 THE ESSENTIAL STEPS FOR THE FORMATION OF A
COMPANY

Before a company can be formed the 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.
 PROCEDURE OF REGISTRATION

For the registration of a company, the following documents, together with the
necessary fees, 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.

MEMORANDUM OF ASSOCIATION
1.Name Clause: Akhtar Electronic co. Limited.

2.Registered Office Clause; civi lines Delhi road

moradabaad
3. Object Clause:
i) Main Object: electrical goods
ii) Other Objects: Mutual fund and Insurance.
4.Area of Operation Clause: Meghalaya, Assam, West
Bengal, Bihar, Madhya Pradesh, Delhi, Punjab, Jammu and
Kashmir, Uttar Pradesh, Orissa, Karnataka, Tamil Nadu,
Kerala.

5.Liability Clause: Limited by Shares.

6.Capital Clause: Rs 1000, 000,000(Rupees One Hundred

Crore Only.)

7. Association and Subscription Clause :

 ARTICLES OF ASSOCIATION

SHARE CAPITAL AND INCREASE AND REDUCTION OF CAPITAL

“The Authorized Share Capital of the company is Rs. 100,00,00,000 (Rupees One hundred
Crore only) divided into 10,00,00,000 (Ten 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”.

Increase of capital of the company

The Company in General Meeting, may from time to time, increase its capital by the creation
of new shares, such increase to be of such aggregate amount and to be divided into shares of
such amounts as the resolution shall prescribe.

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 part-payment 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.

Additional capital to form part of existing capital

Except so far as otherwise provided by the conditions of issue or by these presents, any
capital raised by the creation of new shares, shall be considered as part of the existing capital.

Redeemable preference shares

Subject to the provisions of Section 80 of the Act, the Company shall have the power to issue
Preferential Shares
which are or at the option of the Company are to be liable to be redeemed and the resolution
authorising such issue
shall prescribe the manner, terms and conditions of redemption.

Reduction of capital
The Company may (subject to the provisions of Sections 78, 80, 100 to 105 inclusive, of the
Act) from time to time by Special Resolution, reduce its capital and any Capital Redemption
Reserve Account or Share Premium Account in any manner for the time being authorised by
law, and in particular, capital may be paid off on the footing that it may be called up again or
otherwise

SHARES AND CERTIFICATES

Shares to be numbered progressively and no Shares are to be sub-divided.

The shares in the capital shall be numbered progressively according to their several
denominations and except in the manner hereinbefore mentioned no share shall be sub-
divided.
Shares at the disposal of the Directors:
Subject to the provisions of these Articles and the Act, the shares in the capital of the
Company for the time being (including any shares forming part of any increased capital of the
Company) shall be under the control of the Directors who may issue, allot or otherwise
dispose of the same or any one of them to such persons in such proportion and on such terms
and conditions. The shares can be issued at a discount and at such times as they may from
time to time think fit and proper and with the sanction of the Company in General Meeting to
give to any person the option to call for or allotted shares of any class of the Company either
at par or at premium or subject as aforesaid at a discount during such time and for such
consideration and such option being exercisable at such times as the Directors think fit; and
any shares which may be so allotted may be issued as fully paid-up shares and if so issued
shall be deemed to be fully paid-up shares. The Board shall cause to be filed the returns as to
allotment provided for in Section 75 of the Act. Provided that the option or right to call of
shares shall not be given to any person except with the sanction of the company in the General
Meeting.

Acceptance of shares
Any application signed by, or on behalf of, an applicant for shares in the Company followed
by an allotment of any shares therein, shall be an acceptance of shares within the meaning of
these Articles; and every person who thus or otherwise accepts any shares and whose name is
entered in its Register of Members shall, for the purpose of these Articles, be a member of the
Company.

Share Certificate
The share certificates shall be issued in market lots and where share certificates are issued in
either more or less than market lots, sub- division 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.

Calls to date from resolution.

A call shall be deemed to have been made at the time when the resolution authorising such
call was passed at a meeting of the Board.
Call may be revoked
A call may be revoked or postponed at the discretion of the Board.

Proof on trial or suit for money on shares

On the trial or hearing of any action or suit brought by the Company against any member or
his legal representative to recover any moneys claimed to be due to the company for any call
or other sum in respect of his shares, it shall be sufficient to prove:
a) that the name of the Member, in respect of whose shares the money is ought to be
recovered, appears entered
in the Register of Members as the holder or one of the holders, at or subsequent to the date at
which the money
sought to be recovered is alleged to have become due, on the said shares and
b) that the resolution making the call is duly recorded in the minutes books.

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.

Terms of notice
The notice shall name a day (not being earlier than the expiry of fourteen days from the date
of service of notice) and a place or places on and at which such call or installment and such
interest thereon at such rate as the Directors shall determine from the day on which such call
or installment ought to have been paid and expenses as aforesaid are to be paid. The notice
shall also state that, in the event of the non-payment at or before the time and the place
appointed, the share in respect of which the call was made or installment is payable will be
liable to be forfeited:

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.

Surrender of shares
The Directors may subject to the provisions of the Act, accept a surrender of any shares from or by any
member
desirous of surrendering them on such terms as they think fit.

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

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”.

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.

To be executed by Transferor and Transferee

The instrument of transfer duly stamped and executed by the transferor and the transferee shall be
delivered to the Company in accordance with the provisions of the Act. The instrument of transfer
shall be accompanied by such evidence as the Board may require proving the title of the transferor and
his right to transfer the shares and every registered instrument of transfer shall remain in the custody of
the Company until destroyed by an order of the Board. The transferor shall be deemed to be the holder
of such shares until the name of the transferee shall have been entered in the Register of Members in
respect thereof. Before the registration of a transfer, the certificate or certificates of the shares must be
delivered to the Company.

Title to shares of deceased Member

The executors or administrators or holders of a Succession Certificate or the legal representatives of a
deceased member shall be the only person recognized by the Company as having any title to the shares
registered in the name of such Member, and the Company shall not be bound to recognize such
executors or administrators or holders of a Succession Certificate or the legal representatives unless
such executors or administrators or legal representatives shall have first obtained Probate or Letter of
Administration or Succession Certificate, as the case may be, from a duly constituted court in the
Union of India provided that in case where the Board in its absolute discretion think fit, the Board may
dispense with production of Probate or Letters of Administration or Succession Certificate, upon such
terms as to indemnity or otherwise as the Board in its absolute discretion may think necessary and
under Article 59 register the name of any person who claims to be absolutely entitled to shares
standing in the name of a deceased Member, as a Member.
BORROWING POWERS

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.

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.

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
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.

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.

Issue of new Share Warrant or Coupon

The Board may, from time to time, make rules as to the terms on which (if it shall think fit) a new
share warrant or coupon may be issued by way of renewal in case of defacement, loss or destruction.

CONVERSION OF SHARE INTO STOCK AND RECONVERSION

Shares may be converted into stock

The Company in General Meeting may convert any paid-up shares into stock; and when any shares
have been converted into stock, the several holders of such stock may thenceforth transfer their
respective interest therein, or any part of such interest, in the said manner and subject to the same
Regulations as, and subject to which shares from which the stock arose might have been transferred if
no such conversion had taken place, or as near thereto as circumstance will admit. The Company may
at any time reconvert any stock into paid-up shares of any denomination.

Right of stockholders
The holders of stock shall, according to the amount of stock held by them, have the same rights,
privileges and advantages as regards dividends, voting at meetings of the Company, and other matters,
as if they held the shares from which the stock arose, but no such privilege advantage (except
participation in the dividends and profits of the Company and in the assets on winding-up) shall be
conferred by an amount of stock which would not, if existing in shares, have conferred that privilege or
advantage.

MEMBERS’ MEETINGS

Annual General Meeting

Annual General Meeting of the company may be convened subject to Section 166 and Section 210 of
the Act by
giving not less than 21 days notice in writing. Subject to the provisions of Section 171 (2) a meeting
may be convened after giving a shorter notice.

Extra ordinary General Meeting

The Board may, whenever it thinks fit, call an Extraordinary General Meeting and it shall do so upon a
requisition in writing by any Member or Members holding in the aggregate not less than one tenth of
such of the paid-up capital; as at that date carried the right of voting in regard to the matter in respect
of which the requisition has been made.

Quorum at General Meeting:

Five members present in person shall be a quorum for a General Meeting.
A body corporate being a member shall be deemed to be personally present if it is represented in
accordance with Section 187 of the Act.
If, at the expiration of half an hour from the time appointed for holding a meeting of the Company, a
quorum shall not be present, the meeting it convened by or upon the requisition of Members, shall
stand dissolved, but in any other case the meeting shall stand adjourned to the same day in the next
week or if that day is a public holiday until the next succeeding day which is not a public holiday at the
same time and place or to such other day at such other time and place within the city or town in which
the Office of the Company is situate as the Board may determine, and if at such adjourned meeting a
quorum is not present at the expiration of half an hour from the time appointed for holding the
meeting, the Members present shall be a quorum, and may transact, the business for which the meeting
was called.
The Chairman (if any) of the Directors shall be entitled to take the chair at every General Meeting,
whether Annual or Extraordinary. If there be no such Chairman of the Directors, or if at any meeting
he shall not be present within fifteen minutes of the time appointed for holding such meeting then the
members present shall elect another Director as Chairman and if no Director be present or if all
Directors present decline to take the Chair, then the members present shall elect one of their members
to be the Chairman.

Question at General Meeting how decided

At any General Meeting a resolution put to the vote of the meeting shall be decided on a show of
hands unless a poll is (before or on the declaration of the result of the show of hands) demanded by a
member or members present in person or by proxy and holding shares in the Company

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 Whole time 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 electrinic or Financial institution or any person or persons (hereinafter referred to
as “the appointer”) for borrowing any money or for providing any guarantee or security or for
technical collaboration or assistance or for underwriting or entering into any other arrangement
whatsoever the Directors shall have, subject to the provisions of Section 255 of the Act, the power to
agree that such appointer shall have right to appoint or nominate by notice in writing addressed to the
Company one or more Directors on the Board for such period and upon such conditions as may be
mentioned in the agreement and that such Director or Directors may not be liable to retire by rotation
nor be required to hold any qualification shares. The Directors may also agree that any such Director
or Directors may be removed from time to time by the appointer entitled to appoint or nominate them
and the appointer may appoint another or others in his or their place and also fill in any vacancy which
may occur as a result of any such Director or Directors ceasing to hold that office for any reason
whatsoever. The Directors appointed or nominated under this Article shall be entitled to exercise and
enjoy all or any of the rights and privileges exercised and enjoyed by the Directors of the Company
including payment of remuneration and travelling expenses to such Director or Directors as may be
agreed by the Company with the appointer.

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.

PROCEEDINGS OF THE BOARD OF DIRECTORS

Meeting of Directors
The Directors may meet together as a Board for the dispatch of business from time to time and shall so
meet at least once in every three calendar months and at least four such meetings shall be held in every
year. The Directors may adjourn and otherwise regulate their meetings as they may think fit.

Notice of Board Meetings

Notice of every meeting of the Board shall be given in writing to every Director for the time being in
India and at his address in India to every other Director.

Quorum
Subject to Section 287 of the Act, the quorum for a meeting of the Board shall be one-third of its total
strength
(excluding Directors, if any, whose places may be vacant at the time. and 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 the Directors who are not interested
present at the meeting being not less than two, shall be the quorum during such meeting.

Powers of Directors
The business of the Company shall be managed by the Board of Directors, who may exercise all such
powers of the Company and do all such acts and things as are not, by the Act, or any other Act or by
the Memorandum or by the Articles of the Company required to be exercised by the Company in
General Meeting, subject nevertheless to the Regulations of these Articles to the provisions of the Act,
or any other Act and to such Regulations being not inconsistent with the aforesaid Regulations or
provisions as may be prescribed by the Company in General Meeting but no Regulation made by the
Company in General Meeting shall invalidate any prior act of the Board which would have been valid
if that Regulation had not been made.
Division of profits
The profits of the Company, subject to any special rights relating thereto created or authorised to be
created by these Articles, shall be divisible among the Members in proportion to the amount of capital
paid-up or credited as paid-up and to the period during the year for which the capital is paid-up on the
shares held by them respectively.

The Company in general meeting may declare dividends

Subject to the provisions of Section 205 of the Companies Act, 1956 the Company in General Meeting
may declare dividends, to be paid to its Members according to their respective rights but no dividends
shall exceed the amount recommended by the Board, but the Company in General Meeting may
declare a smaller dividend.

Interim Dividend
The Board may, from time to time, pay to the members such interim dividend as in their judgement the
position of the Company justifies.

Capital paid-up in advance carrying interest not to earn dividend

Where capital is paid in advance of calls, such capital may carry interest but shall not be in respect
thereof confer a right to dividend or participate in profits.

Dividend to be paid pro-rata

Subject to the rights of persons, if any, entitled to shares with special rights as to dividends, all
dividends shall be declared and paid according to the amounts paid or credited as paid on the shares in
respect whereof dividend is paid.

Retention of Dividends until completion of transfer under Article 62

The Board may retain the dividends payable upon shares in respect of which any person is, under
Article 62 entitled to become a Member, which any person under that Article is entitled to transfer,
until such person shall become a member in respect of such shares or shall duly transfer the same.

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. The Board shall also
give the fullest information and explanations in its report aforesaid or in an addendum to that report, on
every reservation, qualification or adverse remark contained in the auditor’s report. The Board’s report
and any addendum thereto shall be signed by its Chairman if he is authorized in that behalf by the
Board; and when he is not so authorized, shall be signed by not less than two Directors.

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 WITH THE REGISTRAR OF

COMPANIES TO GET THE ELECTRONIC
INCORPORATED

1. SELECTION OF A NAME:

We have to select, in order of preference, at least one suitable name up to a

maximum of six names, indicative of the main objects of the company. The following
are the names which we want to name our company:

1. Akhtar electronics co ltd.

 2. Ali electronics co ltd..
3. Ahmad electronics co ltd...
4. Star electronics co ltd...
5. Royal electronics co ltd...
6. Shakti electronics co ltd..

We have to ensure that the name does not resemble the name of any other already
registered electronic 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 to apply to the concerned RoC to ascertain the availability of name in

eForm1 A [Pursuant to 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.

3. GRANTING OF THE NAME BY THE R.O.C.:

The first name, i.e. Akhtar electronics co ltd.. is assumed to have been selected and
the letter of incorporation has been received.4

4. FILLING OF THE FORM TO GET THE COMPANY REGISTERED:

The form is filled giving the following information:

 A. The application is for incorporating of a new
electronics goods co ltd., The Akhtar electronics co
ltd...
B. The proposed company is a Public company.
C. The Category of the Proposed company is a company
limited by shares.
D. The company is having Share Capital.
E. The state will be registered in the state of Meghalaya.
F. The number of promoters is 7.
G. The main object of the company is electronics .
H. Proposed authorized capital is Rs 1000,000,000 (One
Hundred Crore Only)

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 eForm

Declaration of compliance - Form-1

Notice of situation of registered office of the company - Form-18.
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.

ADDITIONAL STEPS TO BE TAKEN FOR FORMATION OF A PUBLIC

LIMITED COMPANY :
To obtain Commencement of Business Certificate after incorporation of the company
the public company has to make following compliance

File a declaration in eForm 20 and attach the statement in lieu of the

prospectus(schedule III) OR

File a declaration in eForm 19 and attach the prospectus (Schedule II) to it.

Obtain the Certificate of Commencement of Business.

RERGISTRAR OF COMPANIES

CERTIFICATE OF COMMENCEMENT
OF BUSINESS

This is to certify that The Akhtar electronics co ltd.. filed for incorporation was granted to it.
This certifies that the company has performed all the requirements and fulfilled the legal procedures of
the incorporation of the company and all the documents was found satisfactory. From this day forward
the company is capable of undertaking its normal business operation and to carry its

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 Address Occupatio Date of Nationalit Signature

surname in n birth y
full 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. 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
[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

(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. 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 Company Limited/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

Place Signature

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. 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 Father’s/ Usual Nationality Date of Brief

names and husband’s residential appointme particulars
surname in name address nt or of changes
full change

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 Father’s/ Usual Nationality Date of Brief

names and husband’s residential appointme particulars
surname in name address nt or of changes
full change

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.