Annexure

Homework Title / No. : Formation of a consultancy services company in

energy conservation Course Code : _MGT518

Course Instructor: Mrs. Sukhpreet Kaur Course Tutor (if applicable) :

_____________

Date of Allotment : _____________________ Date of submission :

5/12/09

Student’s Roll No B(43) Section No. : S1901

Declaration:
I declare that this assignment is my individual work. I have not copied
from any other student’s work or from any other source except where due
acknowledgment is made explicitly in the text, nor has any part been
written for me by another person.
Student’s Signature
Ashutosh Kr Singh
Evaluator’s comments:
___________________________________________________________
__________
Marks obtained : ___________ out of ______________________
Content of Homework should start from this page only:
 TERM PAPer
ON

Corporate and Business law

Topic:-Formation of Consultancy company in India

Submitted to:-

Mrs.sukhpreet kaur
Submitted by:-

Ashutosh Kumar Singh

Roll no: - RS (1901) B-43
Registration no: - 10906151
MBA 193(LSM)
 ACKNOWLEDGEMENT

First of all I would like to take this opportunity to express my gratitude

towards all those people who have helped me in the successful

completion of this term paper, directly or indirectly. I would also like to

express my sincere gratitude towards “Mrs Sukhpreet kaur” (my term

paper guide) for her guidance and help which she willingly provided at

every step of my term paper.

Finally, I would like to thank all my family and friends for their

encouragement, support and good wishes

ASHUTOSH KUMAR SINGH

Contents

 Introduction of company.
 Types of companies formed in India.
 consultancy company
 Formation of a limited consultancy company.
 Registration process of Consultancy Company.
 Memorandum of association.
 Article of association.
 Certificate of incorporation.
 Contracts
 Future plans
 Bibliography.
 Company-

A company, in broad sense, may mean an association of individuals

formed for some common purpose .but it is a voluntary association of
persons. It has capital divisible in to parts, known as shares. At the same
time it is an artificial person created by a process of law. It has a
perpetual succession and a common seal. It exists only in contemplation
of law.

Characteristics of a company

 Separate legal entity.

 Limited liability.
 Perpetual succession.
 Common seal.
 Transferability of shares.
 Separate property.
 Capacity to sue.
Every company is established and registered under the company’s
act 1956. Company’s act of 1956 had set some rules for establishment of
both public and private companies. Generally companies are formed by
registering the Memorandum of association and Articles of Association
with state resister of company of the state in which the main office is to be
established.

Types of company formed in India

In India following types of Business entity are available

1. Private limited company

2. Public limited company

3. Unlimited company

4. Partnership

5. Sole proprietors

I want to establish a consultancy company in India. A consultancy

service provider company help to other corporate player to promote their
business. Firstly we have to know what actually a consultancy company
is.
CONSULTANCY COMPANY:-
Consultancy Company is a form of specialization in the marketing
research of high technology product in market. It will often high tech
manufacturers a reliable high quality alternative to in-house resources for
business development, market development on an international scale. It
provide high technology market research with expertise, they need to
develop a new product distribution channel and establishing a new
segment in new market and also suggest them how they can influence
individuals to purchase products or services and it also suggest that what
strategy should taken to provide better product or service to the
consumer. The main reason of successfulness of consultancy services is
excellence in fulfilling the promises completely confidential, reliable ,
trustworthy, expertise and information and developing visibility to
generates new business leads and they also leveraging from a single pool
of expertise into multiple revenue generation opportunities , retainer
consulting ,project consulting, market research, market research
published .

Formation of limited consultancy company in India-

A Public Limited consultancy Company is a Company limited by shares
in which there is no restriction on the maximum number of shareholders,
transfer of shares and acceptance of public deposits. The liability of each
shareholder is limited to the extent of the unpaid amount of the shares
face value and the premium thereon in respect of the shares held by him.
However, the liability of a Director / Manager of such a Company can at
times be unlimited. The minimum number of shareholder7.
Online company registration in India is a new aspect of Company
registration in India, which is also easy and comfortable. The online
facilities to get the company registration process, form and registration of
company name make person comfortable. The online company
registration process is very easy, fast and cheap within law. The online
company registration services also provide help and advice on starting
business development, corporate recovery, and financial planning
regarding to register a company in India.
Registration of Consultancy Company

Company is a separate legal entity, which is registered under the

company act. Every country has different procedure of company
registration. Company registration India is registered under Companies
act 1956, which provides easy and effective procedures to register a
company in India. Incorporation of Company is yet another important
area of concern. The Companies Act of 1956 sets down rules and
regulations for the establishment of both public and private companies.
The most commonly used corporate form is the limited company,
unlimited companies being relatively uncommon.

Registration process

The Ministry of Corporate Affairs (MCA), Government of India, is the

main body which regulates and sets rules for ' Register a Company in
India '. The MCA main focus is on 'Administration of the Companies Act,
1956' and other Rules & Regulations drafted for corporate sector.

 The Competition Act, 2002 to be replaced by Monopolies and

Restrictive Trade Practices Act, 1969.

 Supervises over Institute of Chartered Accountants of India,

Institute of Company Secretaries of India and the Institute of Cost
and Works Accountants of India.

 Carries out the functions of Partnership Act, 1932, the Companies

(Donations to National Funds) Act, 1951 and Societies Registration
Act, 1980.

Process for Registering a Company in India:

  Choose a maximum of six new names indicating main objects of
the company. Proper care for 'same or deceptively similar names'
should be followed.

 Availability of name (s) can be made on eForm1 A by logging in to

the portal. A fee of Rs. 500/- has to be paid alongside and the
digital signature of the applicant.

 After approval, registration of the new company can be filed on

forms (Form 1, 18 and 32) within six months of approval.

 Draft memorandum and articles of association; get ratified, print

and stamped with appropriate stamp duty.

 Get the Memorandum and the Articles signed by at least two

subscribers, provide details like father's name, occupation, address
and the number of shares subscribed for and get identified.

 Memorandum and Article should bear date, later than stamp date.

Documents required to be executed for

incorporation
Following are the documents require for getting the certificate of

incorporation or registering the company with registrar...........

MOA and AOA are required which is to be executed by the promoters in

the presence ofa witness in stating their full name, father's name,

residential address, occupation, number of shares subscribed for, etc.

1. Form No. 1 – This is to be to be executed on a non-judicial stamp

paper of INR 20 by directors of the proposed company or by other

persons such as Advocates stating that all the requirements of the

incorporation have been complied with.

2. Form No. 18 - This form contains information about the registered

office of the proposed company.

3. Form No. 29 - This is a consent obtained from all the proposed

directors of the proposed company to act as directors of the

proposed company. (Not required in case of private company).

4. Form No. 32 - This form shows the fact of appointment of the

proposed directors as the board of directors.

5. Name approval letter in original.

6. Power of Attorney signed by all the subscribers of MOA

authorizing one of the subscribers or any other person to act on

their behalf for the purpose of incorporation and accepting the

certificate of incorporation.

7. Power of Attorney in case of a subscriber who has appointed

another person to sign the MOA on his behalf. Filing fees as may

be applicable.
 This form is filled for checking the availability of name
FORM 1A Application form for availability or change of
name
[Pursuant to sections 20 and 21of the Companies Act, 1956]
Note - All fields marked in*are to be mandatorily filled.
1.*Application for incorporating a new company changing the name
of an existing company
Part A : Availability of name
2(a).*Name of applicant Ashutosh kr Singh
(b)*Occupation Businessman
(c).*Address Line I vill + post – Surahi (Pindra) Dist.-
Varanasi
Line II U.P.
(d).*City Varanasi
(e).*State U.P.
(f).*Country INDIA
(g).*Pin code 221206
(h).*e-mail ID Ashusingh2009jp@gmail.com
(i). Phone 05422627327
(j). Fax 8745489759
3. Names of promoters
*(i) Name of promoter……… Ashutosh Kr Singh
*(ii) Name of promoter………ALok Viswakarma
*(iii) Name of promoter……..Manik mahajan

4.*Name of the state in which the proposed company is to be

registered
U.P.
5.*Name of the Registrar of Companies in which the proposed
company is to be registered………….. Mr J. P. Singh
6.*State whether the proposed company is public or private Private
Public
7.* proposed name of company (at least 6 proposed names)
a. EXPERT CONSULTANCY
b. ASHU CONSULTANCY
c. JP CONSULTANCY
d. RAJPUT CONSULTANCY
e. SINGH CONSULTANCY
f. STANDERD CONSULTANCY

After filling the application for availability of name ROC of company

will allot the name within three weeks of application
submission…………..
The ROC will check for the availability of name and inform the person
who has filled the application………….
Name EXPERT CONSULTANCY is available and is allotted

This is to be to be executed on a non-judicial stamp paper of INR 20

by directors of the proposed company or by other persons such as
Advocates stating that all the requirements of the incorporation have
been complied with.
FORM NO. 1
Registration No Of Company -1234 Nominal Capital-: Rs.
100000000000crore
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 ECS Limited/Private
Limited
Presented by RAJPUT Group
I Ashutosh Kumar Singh. of RAJPUT Group do solemnly and
sincerely Declare that I am [1] Promoter 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
there under 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 18-11-2009 Ashutosh Kr Singh

Place VARANASI
Signature
Witness Mr Alok Verma Board director

Designation

This form contains information about the registered office of the

proposed company.
FORM NO. 18
Registration No. of the Company 1234 Nominal
Capital: Rs100000000000crore
THE COMPANIES ACT, 1956
Notice of the situation/change of situation of registered office
[Pursuant to section 146]
Name of the company ECS
Notice is hereby given that ----
1. (a) the registered office of the company is situated in
VARANASI .with effect from
[date ] 18.11.09
(b) the situation of the registered office of the company of was
changed from to with effect from [date]
2. Situation of registered office falls under the jurisdiction of
VARANASI
(name of the police
station).*
Dated this 16 Day of Nov
2009

A K SINGH
Signature

Name
A. K.SING
H(In
Block
Capitals)

Chairman Designation
*State address of nearest police station with district and tehsil.
 This is a consent obtained from all the proposed directors of the
proposed company to act as directors of the proposed company.
FORM NO 29
Registration No. of Company..1234............... Nominal Capital
Rs. .....100000000000 crore.........
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 ECS...... Limited
Presented by....RAJPUT Group..................... To the Registrar of
Companies......VARANASI................................................................
I, the undersigned, hereby testify my consent to act as director of
the...ECS 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
.....ECS...... Limited, also hereby undertake to take from the said
company and pay for ..5000..... shares of Rs.20...... 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
ASHUTOSH CANT Business 16-09-87 Indian AK
Kr SINGH VARAN man SINGH
S/O JP ASI
SINGH

Signature ...AK SINGH.........

Dated the ..........16..... day of ....nov................ 2009
Designation ..Chairman
This form shows the fact of appointment of the proposed directors as
the board of directors

FORM NO. 32
Registration No. of Company..1234............. Nominal Capital
Rs.100000000.......... THE COMPANIES
ACT, 1956
Particulars of appointment of directors and manager and changes
among them
[Pursuant to section 303(2)]
Name of Company..ECS................. Presented by .RAJPUT
Group..............
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 Nationalit Date of Brief

names and husband’s residential y appointme particulars
surname in name address nt or of changes
full change
1 2 3 4 5 6
ALOK MR RK CANT INDIAN
VERMA VERMA VARANA
SI

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 manager ship and secretary ship.
Name or Father’s/ Usual Nationalit Date of Brief
names and husband’s residential y 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.
After filing all these things in application form it will be submitted before
the Registrar of company by paying nominal amount form firm and for
registration process of approval of company.
 c. C-23 COMPANIES
FORM B
[Section 5]
MEMORANDUM OF ASSOCIATION
1 The name of the company is “_EXPERT CONSULTANCY
SERVICES______________________________ , Limited (or Ltd.)
(Non-Personal Liability)”.
2 The registered office of the company will be situated in
VARANASI (U.p.)_______________________ .
3 The objects for which the company is established are the
prospecting for, locating,
Acquiring, managing, developing, working and selling
mines, mineral claims and
Mining properties, and the winning, getting, treating,
refining and marketing of
Minerals there from and the exercise of such powers as
are incidental to or conducive to
The attainment of the above objects, that is to say:
(Here set out the ancillary powers desired.)
4 The liability of the members is limited, and no personal
liability shall attach to any
Member.
5 The authorized capital of the company is Rs
10000000000 crore_____________________ , divided
into _______________ shares with a nominal or par value of
___________________ each.
6 The company is (also) authorized to issue
_______________________ shares without
Nominal or par value, and the capital of the company shall
with respect to those shares
Be at least equal to the aggregate amount paid to the
company on or for such of those
Shares as are issued, together with such amounts as may
from time to time be
Transferred by ordinary resolution to such capital.
7 The maximum price or consideration at or for which the
shares without nominal or
Par value may be sold is
_________________________________ .
WE, the several persons whose names and addresses are
subscribed, are desirous of
Being formed into a company in pursuance of this
memorandum of association,
And we respectfully agree to take the number (and kind)
(and class) of shares in
The company set opposite our respective names.
Number
[And kind]
Full names, addresses and occupations of subscribers [and
class]
Of shares
Taken by each
Subscriber
Total shares
taken ..................................................................
______________
Dated the day of _________________________ , 2009-12-
05_______ .
Witness to the above signatures: __Deepak Sharma,
poonam
verma______________________________________________
(Full name, address and occupation.)
(1) Omit paragraph 5 if all shares are without nominal or
par value, and
Paragraphs 6 and 7 if all shares have nominal or par
value.
If the shares are of both kinds, combine the paragraphs.

MEMORANDUM OF ASSOCIATION OF ECS Ltd.

It is a document of great importance in relation to the proposed 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 raison d’etre (i.e. reason for existence). It lays down the area of
operation of the company. It also regulates the eternal affairs of the
company in relation to outsiders. Its purpose is to enable shareholders and
those who deal with the company to know what its permitted range of
enterprise is. It not only shows the object of the formation of the
company but also the utmost possible scope of it. It is as it were the area
beyond which the actions of the company cannot go, inside that area the
shareholders may make such regulations for their own governance s they
think fit.
Essential steps to get the Memorandum of Association:

1. Name Clause: ECS Limited.

2. Registered office clause: 21, Basant Nagar, cant, Varanasi, U.P.

3. Objects Clause :

(a) Main object: Providing consultancy services related to

energy Conservation.
(b) Other objects: Providing Training and Consultancy to the
individual employees at higher level.

4. The Capital clause: 1, 00,00,00,00,000 (Rs. TEN thousands Crores

Only)

5. The liability clause: Limited by shares.

6. The association clause :

(a) Mr. Ashutosh Kr Singh ( Chairman & Promoter )
256, basnt nagar, cant Varanasi, up
Percentage of shares – 51 %

(b)Miss. Priya agrawal (President)

21, Beach arcade, Juhu, Mumbai
Percentage of shares – 11 %

(c)Mr. Manik Mahajan (Managing Director)

22, Jha Palace, Vasant Kunj, New Delhi
Percentage of shares—21 %

(d)Miss. Alka Rajput (Vice President)

19, South Extension – II, New Delhi
Percentage of shares—3 %

(e)Mr. Alok viswakarma (General Manager)

11, Kavi Nagar, Ghaziabad
Percentage of shares—3%
 (f)Miss. Poonam verma (General Manager-Personal)
358, Shastri Nagar, Ghaziabad
Percentage of shares—3%

Articles of association-
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.

Contents of articles- it contains provisions relating to the following

matters.
 Share capital.
 Lien on shares.
 Calls on shares.
 Transfers of shares.
 Transmissions of shares.
 Conversions of shares in to stock.
 Shares warrants.
 Alteration of capital.
 General meetings.
  Managers and secretary.
 Dividends and reserves.
 Capitalization of profits.

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,

Certificate of incorporation

Form 1

No 55-009877 of 2009-10

I hear by certify that …………ECS LIMITED………is this day incorporated

under The companies act 1956 (NO 1 of 1956) and that the company is limited

Given under my hand at……….VARANASI………this day ………16 ....day of

NOV.Two thousand nine

 Sd/-

Mr JP Singh

Registrar of Companies

VARANASI, U.P.

This was the certificate issued by the registrar of companies for the

incorporation of company

Certificate of commencement of business

[Pursuant to section 149(3)of companies act 1956]

I hear by certify that the …..ECS Ltd……. which was incorporated

under

The companies act of 1956…….on the 16 day of two thousand NINE

And which has duly verified declaration in the prescribed form that

the conditions have been compiled with is compiled to commence the

business

Given under my hand at……….VARANASI………this ………

16 ....day of November Two thousand nine

Sd/-

Mr Shyam Singh

Asst Registrar of Companies

VARANASI, U.P.

CONTRACT:

According to the Indian contract act 1872, a contract is an agreement

made between two or more parties which the law will enforce, section 2.

Define contract as an agreement enforceable by law. And for the validity

of contract there are 10 essential elements must be existing and these are

following:

• Offer and acceptance.

• Intention to create legal relationship.

• Lawful consideration.

• Capacity of party.
 • Free and genuine consent.

• Lawful object.

• Agreement not declare void.

• Certainty and possibility of performance. And ,

• Lawful formalities…..

So that according to these elements I made many contract with many

people and for different purposes Such as……

1. First contract with FUSERITY LTD for building insurance the

building having 10000 square feet with double floor, and the contract or

agreement contains assured sum of Rs 10000000 and the premium is Rs

100000 per anum.

3. Second contract is happened with EXEL ADVERTISER for the

advertisement of the company the total advertisement cast is Rs

1000000 paid by the company.

FUTURE PLANS
  Expansion of ECS Ltd from Indian market to international

market.

 Establish it as a substitute of TCS, and providing best

consultancy services in lower cost than other consultancy.

 Going to recruit best expertise throughout the world.

 We are looking for other segment also like Petrol pumps

throughout India, and other part of consultancy services.

Bibliography

1. Elements of Mercantile Law, N.D. Kapoor.

2. Legal Aspects of Business, Akhileshwar Pathak.

3. Corporate and Business Law, Garg, Sareen, Chawla.

4. www.legalserviceindia.com.
.