Beruflich Dokumente
Kultur Dokumente
pMjaIkrNa p`maaNa–p~
ka^pao-roT phcaana saM#yaa : U74120AP2013PTC087374 2013 - 2014
ka pMjaIkrNa‚ kmpnaI AiQainayama‚ 1956 (1956 ka 1) ko AMtga-t Aaja ikyaa jaata hO AaOr yah
kmpnaI p`a[vaoT ilaimaToD hO.
yah inagamana–p~ Aaja idnaaMk ]natIsa Ap`ola dao hjaar torh kao hOdrabaad maoM jaarI ikyaa jaata hO.
Form 1
Certificate of Incorporation
Corporate Identity Number : U74120AP2013PTC087374 2013 - 2014
I hereby certify that BHOSHO ARCHITECTS PRIVATE LIMITED is this day
incorporated under the Companies Act, 1956 (No. 1 of 1956) and that the company
is private limited.
Given at Hyderabad this Twenty Nineth day of April Two Thousand Thirteen. Signature Not Verified
INCORPORATED
MEMORANDUM OF ASSOCIATION
OF
7. To acquire, buy, repair, alter, improve, exchange let out of hire, import,
export and deal in all works, tools, utensils appliances, apparatus,
products, materials, substances, articles and things capable of being used
in any business with this Company is competent to carry on or required by
any customers of or persons, having dealing with the Company or
commonly dealt in by persons engaged in any such business or which
may seem capable or being profitably dealt with in connection therewith
and to experiment with render marketable and deal in all products or
residual nature by products incidental to or in any of the business carried
on by the Company.
12.To insure any or all properties, godowns stock (in godowns or in transit
machinery with any insurance company or companies against all kinds of
risk to the machinery.
13.To train or pay for the training in lndia, or abroad of any of the company's
directors, officers, employees, or any candidate in the interest of or for
furtherance of the company's objects.
17.To agree to refer to Arbitration the disputes, present or future, between the
company and any other company, firm or individuals and to submit the
same to arbitration to any arbitrator in lndia or abroad and either in
accordance with lndia or any other foreign system of Law.
19. To lend and advance surplus money or give credit to such persons or
companies of any obligation and to transact all kinds of trust any agency
business in connection with and for the purpose of the business of the
company.
20. To guarantee or become liable for the payment of money or for the
performance of any obligation and to transact all kinds of trust any agency
business in connection with and for the purpose of the business of the
company.
24.To undertake, carryout, promote and sponsor any activity for publication of
any books literature, newspaper or for organizing lectures or seminars,
'likely
to advance these objects or for giving merit awards for giving
scholarships, loans or any other assistance to deserving students or other
scholars or sermons to enable them to prosecute their studies or
academic pursuits or researches and for establishing, conduction or
assisting and institution, fund trust, having any one of the aforesaid
objects, as one of its objects, by giving donations or any of the above
mentioned objects or purposes transfer without consideration or at such
fair or concessional value as the Directors may think fit and divert the
ownership of any Central or State Government or any public lnstitution or
trusts or Organizations or Persons as the Directors may approve.
25.To create any reserve fund, insurance fund or any other special funds
whether for depreciation and / or for repairing improving, research,
extending or maintaining any of the company or for any other purpose
conducive to the interest of the company.
26. Subject to the provisions contained in the Companies Act, 1956, to
distribute as dividend or bonus among the members or to place to reserve
or otherwise apply as the company may from time to time think fit any
moneys received by way of premium on shares and debentures and any
money received in respect of dividends accrued on forfeited.
27.To lend and advance surplus money to such persons or companies and
on such terms as may seem expedient and in particular to customers and
other having dealings with the company and to guarantee the performance
of any contract or obligation and the payment of money of by any such
persons or companies and generally to give guarantees and indemnities
not amounting to insurance business.
29. To undertake the business of the company under any other trade name as
the Board of Directors may think fit.
l. Bk11t^l E-"{.J,.[
?-r,{.i",t1
5,o oo ;\
s6 1..t4^Udn"{.ry (ciueTr^o.1","rf 5
L*"4*/-" e'"Uf 0
R/o oLc!- No.B-60, \l
/l{ i uoo,.-, Jo\^u^Al"tkGt!h"
FibM Na-clc\ fi"l:ifEe \\it\' -! .\x
.$ €:
tl,idrto.ttud -sooo11,
A''tll"u^ h'r"Aw-r'r '
t . sfi
DoR \o-06- tlg2-
occl L<luil^pnq
+ Sti{d *
.{*
b..lt,*n,"r{- l$ qi t$9,)
J> \o
o
t, Manoanqa tlPa&t E
4,50D l{ + Fis'
tJ
o
U^o 6La4clars
Qo rtot No. 6-60 f
(Fow
Th0urdod Fiv. t$;1i.
-1
{b
*.
,dJ
, t\
\\) -
tA,\Dt --: n
>: ..
l-J
"qti1B
ttay, r-\urrlrad onty)
.10,16\itt Colon\t,Fil'o Natdr,
T$ L_(J
U
:
{'
n
u
JuSilee +tills,
Huderabad
#a'"ro
*5oo033,
Pvaderh.
" Y0
r{
^
D.o.B : 2_5_e4_nt.l I
O cc : $usioas3 "(
a;
{_rtr"?- tJ(
gg /q/'qf:or
lVJ.r"S^J
Name, Addresr,
and Occupation of the D€6cription, Occupation
subecriber with and Signature
huhnongrt, 0
*, t9{
-t
Son tr'raLoa tut["6o;,
C
) -r.l
c\ d t
( ]J .-n
h"lrnnrggp *sosoot.
j. )r / d
D,o,B. 96-tl'-\qgl
*E
U t )l ) t
a,
0
I
_'n \.al
r <i( -d d
-Tl ( a
OCC Bus$'eSS
$1
(]-+
0(
)
e 1
I
L
S'qt- -3 (
-N \ I .
* '>\-.O
\g (^ \S' -.I
j Y u:
#- 4
|.n
)F J g.
$ A
8q
,Arci
1,{
:l- :P-
n) a
(D
I
at
I
t
?iX, quloqlqDB
-Wal Co,ooo
L**s*t (rc--TI*a'd o',ry)
g
INCORPORATED
(1 OF 1956)
ARTICLES OF ASSOCIATION
OF
PRELIMINARY
1. The following Articles shall be the regulations of the Company. The regulations
contained in Table 'A'shall not apply to this Company to the extent specifically and
explicity Provided here in
lnterpretation
a. "The Act" means the Companies Act, 1956 as amended from time to time and
statutory modifi cations hereof .
b. "The Board" or "The Board of Directors" means the meeting of the Directors
assembled at a Board Meeting or the requisite number of Directors entitled to
pass circulated resolution as the case may be in accordance with these Articles.
d. 'The Office' means the Registered ffice for the time being of the Company
e. 'Directors' means the Directors for the time being of the Company or as the case
may be the Directors assembled at a Board Meeting
f. The Managing Director' means the Managing Director for the time being of the
Company.
g. whole time Director/Executive Director' means the whole time Director for the
time being of the ComPanY.
PRIVATE COMPANIY
3. The Company is a Private Company within the meaning of Section 3(1) (iii) of the
Companies Act, 1956 and accordingly
(a) No invitation shall be issued the public to subscribe for any shares in or
Debentures of the ComPanY
(b) The number of members of the Company' (not including persons who are in the
Employment of Company and persons who having been formerly in the
employment of the Company, were members of the company while in that
employment and have continued to be Members after the employment ceased)
shall be limited to fifty, and provided that where two or More persons hold one or
more share in the Company jointly they shall for the purpose of this Clause be
treated as a single members.
(c) The right to transfer the shares of the Company is restricted in the manner
hereafter provided.
(d) Prohibib any invitation or acceptance of deposits from persons other than its
members, directors or their relatives.
(e) The minimum paid up capital of the company is Rs. 1,00,0001 (Rupees One lakh
only) or such higher amount as may be prescribed time to time.
REGISTERED OFFICE
4. The Office of the Company shall be in the State of Andhra Pradesh or such other
place as the Board may subject to the provisions of Section 17 and 146 of the Act,
from time to time determine, and the business of the Company shall be carried on
at such place or places as the Board may, from time to time determine.
SHARE CAPITAL
5. The authorized Share capibl of the company is Rs.1 , 00,0001 (Rupees One Lakh
Only) divided into 10,000 (Ten Thousand) equity shares of Rs. 101 (Rupees Ten
only) each with powers to increase or reduce or alter the same.
t't The Directors of the Company may from time to time determine the amount
payable on application and allotment at the time of issue of shares and may also
make calls upon the members in respect of any money unpaid on their shares of
such amount and payable at such times and place as they may from time to time
decide.
CALLS
10. The Director may from time to time make such calls upon members in respect of
all monies unpaid on their shares.
11. lf any member fails to pay call on the day appointed for payment thereof, the
directors may at any time thereafter serve a notice on him requesting him to pay
the call with any interest which may have accrued. The notice shall name a
further day (not earlier than the expiration of (14) fourteen days from the date of
notice) on or before which the payment is required by the notice to be made and
shall state that in the event of non- payment at or before the time appointed, the
share in respect of which the call was made will be liable to be forfeited.
ALTERATPN OF CAPITAL
13. The Directors may, with the sanction of the Company in General Meeting
increase the share capital by such sum to be divided into shares of such amount
as the resolution shall prescribe.
a) Consolidate and divide its Share Capital into shares of larger amount than its
existing shares.
b) Sub divide its existing share or any of them into shares of smaller amount
than is fixed by the Memorandum of Association, nevertheless, subject to the
provisiors of the Companies Act, 1956.
15. The Company may by special resolution, reduce, the share capital in the manner
prescribed by section 100 of the Companies Act, 1956.
16. The Company shall have power to issue all kinds of Preference Shares, including
LIEN
17. The Company shall have a first and paramount lien on every share (not being a
fully paid share) for all monies (whether presently payable or not) called or
payable at fixed time in respect time in respect of that share, and the Company
shall also have a first and paramount lien on all shares standing registered in the
name of a single person for all monies presently payable by him or his estate to
Company provided that the board of Directors may at any time declare any share
to be wholly or in part exempt from the provisions of this regulations. The
Company's lien if any on a share shall extend to all dividends payable thereon.
18. The shares shall be under the control of the Directors who may issue, allot, or
transfer to the existing shareholdeF or their legitimate successors on such terms
and conditions as they deem fit.
19. The Sale of the Equity shares should be first offered to the existing Sharehotders
and if the existing shareholder declines the offer, the discretionary power to sell
the equity shares lies with the Board of Directors.
20. The Directors shall have the power to issue the whole or any portion of the
Capital of the Company for subscription at any time and may reserve any portion
for issuing in future as they think fit.
INCREASE IN CAPITAL
21. The Company in General Meeting may from time to time increase its capital by
creating new shares of such amount as may be determined in
22. accordance with the provisions of the Companies Act, 1956 and the regulations
of the Company;
GENERAL MEETINGS
23. A Notice of at least seven days (unless a shorter period consented to by all the
members who are holder of equity shares) of every General Meeting specifying
theplace,dayandthehourofthemeetingandthegeneralnatureofbusinessto
betransactedthereatshallbegiventosuchpersonsasareunderthese
regulations entitled to receive hem.
24. Notice will be deemed to have been sent if they are correctly addressed and
posted to the registered addresses of the members who are entitled to receive
such notice.
25,AGeneralmeetingofthecompanymaybecalledbytheManagingDirectororby
the Board.
26. The chairman if any of the Board shall preside at every General Meeting of the
Company.
27. Notwithstanding anything contained in the preceding clause, with the consent
in
writingameetingmaybecalledaftergivingshorternoticeinthecaseofAnnual
GeneralmeetingbyallthemembersentifledtoVotethereatan,inthecaseof
per cent
any other meeting by members ofthe company holding not less than 95
ofsuchpartofthepaidupsharecapitaloftheCompanyasgivesarighttovote
at the meeting.
BOARD OF DIRECTORS
2g.UnlessotherwisedeterminedbytheCompanyinGeneralMeetingthenumberof
Directors of the company shall not be less than two and not more than twelve
including the nominated technical or special Directors, additional, alternate and
Debenture Directors if anY.
2. Manognya Chandars
3. Arun Ryakam
32. The Directors of the Company shall not be liable to retire by rotation and they
shall hold office untilthey resign he ofiice on their own accord.
JJ,
b. The Board shall have power at any time, and from time, to appoint a person
as an additjonal Director provided the number of the Directors and
additional Directors together shall not at any time exceed the maximum
strength fixed for the Board by these articles.
Such person shall hold office only upto the date of the next Annual General
Meeting of the Company but shall be eligible for appoinfnent by the
Company as a Director at that meeting subject to the provisions of the Act'
d. The Board of Directors shall also have power to fill a casual vacancy in the
Board. Any Director so appointed shall hold office only so long as the
vacating Director would have held the same if no vacancy had occurred
The Board appoint any person to act as alternate Director for a Director
during the latter's absence for a period of not less than three months from
the State in which meetings of the Board are ordinarily held and such
appointnent shall have effect and such appoinbe, whilst he holds office as
an alternate Director, shall be entitled to the notices of meetings of the
Board of Directors and to attend and vote thereat accordingly, but he shall
'lpso facto' vacate office if and when the absent Director returns to the
State in which meetings of the Board of ordinarily held or the absent
Director vacates office as a Director.
form
f. Any financial institution which gives or agree to give any loan of other
in respect of
of financial assistance to the Company may' if the agreement
such loan or such financial assistance to the Company may'
if the
agreement in respect of such loan or such financial assistance
so
35. AS and whenever special director Vacates office, whether upon request
a
person' firm' corporation or
aforesaid or by death resignation or otherwise' the
any other Director in his
body who appoinbd such Special Director may appoint
place. The Special Director may at time by notice in writing to
the Company
shall be entitled to the
resign his office Subiect as aforesaid the Special Director
obligations as any other
same righB and privileges and be subject to the same
Directors of the ComPanY'
36. Every Director of the Company shall be entitled to receive from the Company
of directors subject to
remuneration of such amount as determined by the board
which is relevant to
the provisions of the Companies Act, 1956 or any other Act
this for the time being in force
38'TheManagingDirectorshallhavethepowertoconvenetheMeetingsofthe
BoardofDirectorsoftheCompanyandtoflXthedate,time'placeandagendafor
such meetings.
39.SubjecttotheprovisionsofSection2Sgand2g2oftheCompaniesAct'1956a
resolutioninwritingapprovedandsignedbythemajorityofDirectorsthe
company shall be valid and effectual as if passed at a meeting of the Directors of
the Company duly called and convened.
(a) The Directors subject to the provisions of the companies Act, 1956 or any other
Act which is relevant to this for the time being in force may, from time to time'
raise or bonow any sum of money for and borrow on behalf of the Company from
the members, or other persons, Company's financial institutions or they may
themselves advance money to the Company on such interest as may be
approved by them
(b) The Directors subject to the provisions of the Companies Act, 1956 or any other
Act which is relevant to this for the time being in force may' from time to time,
secure the payment of the money in such manner and upon such terms and
conditionsinallrespectsastheythinkfitandparticularlyintheissueof
debenfures or bonds of the Company and its uncalled capital for the time being'
41. The Directors subject to the provisions of the Companies Act, 1956 may, from
time to time, secure the payment of the money in such manner and upon such
terms and conditions in all respects as they think fit and particularly in the issue of
debenfures or bonds of the Company and its uncalled capital for the time being
42. The Board of Directors have the power to remove the director for his actions
against interest of the company, for involving in the same line of business which
is detrimental to the interest of the company, for diverting the funds of the
company or any other restricting as the Board of Directors pass or passed by the
share holders in the general meeting of the company.
43. The Board of Directors of the company is allowed with a power to give and take
any guarantee or corporate guarantee for and on behalf of the Company subject
to the provisiorE of the companies Act, 1956 or any other Act which is relevant to
this for the time being in force
44'ThequorumforthetransactionofthebusinessoftheDirectorsshallbetwoor
one third of Directors whichever is higher'
purposes
45. A resolution in writing signed by all the Diredors shall be effective for all
as a resolution passed at the meeting of the Directors duly called, held and
constituted
COMMON SEAL
46.TheDirectorsoftheCompanyshallprovideacommonsealoftheCompanyand
for the safe custody thereof. The seal shall never be used except by the authortty
of the directors or a committee of Directors previously given by means of a
resolution. Any documents to which the seal is affixed shall be signed by at least
one director of the Company and countersigned by the Managing Directo(s) of
the Company or by any other Directors of the Company
ACCOUNTS
47. The Managing Director under the supervision of the Directoc, shall cause true
accounbtobekeptofthepaidupcapitalforthetimebeingofthecompany'and
ofallsumsofmoneyreceivedandexpandedbythecompany,andthemattersin
respect of receipt and expenditure take place and of the assets and liabilities of
theCompanyandgenerallyofallcommercial,financialandotheraffairs,
transactionsandengagementsofallothermattersnecessaryforshowingthetrue
financial state or condition of the company, and the accounts shall be kept either
inEnglishorintheregionallanguageorinbothlanguagessuchbooksshallbe
kept either at the Registered office of the company or at such other place in lndia
as the Directors may think fit.
l0
48. The Directors shall from time to time determine in accordance with the provisions
ofthecompaniesAct,l956,whetherandtowhatextentandatwhattimeand
place and under what conditions are regulations the accounts and books'
of
registeE agreements and minutes of the General Body of the Company' or any
themshallbeopentotheinspectionofthemembersandnoofthemshallbe
right of
open to the inspection of the members and no member shall have any
inspectionofthemembersandnomembershallhaveanyrightofinspectingany
accounborbooksordocumentsorregistersoroftheCompanyexceptas
conferred bY the Act.
AUDIT
thecorrectnessthereofandoftheBalancesheetandProfitandlossaccount
ascertained by one or more Auditor or Auditcrs'
INSPECTION
giving loan or
51. The Officers and authorized nominees of any financial institution
any other form of financial assistance shall have a right to inspect the Factory
Records,Documents,Registers,BooksofAccountandotherrelevantStatutory
Booksandobtaincopiesandextractfromthemduringthenormalworkinghours
of the ComPanY.
INDEMNITY
S2.subjecttotheprovisionsofSection20loftheAct'theDirectors'Auditors'
Secretary and other ofiicers of the Company and trustees for the time
being
actinginrelationtoanyoftheaffairsofthecompanyandtheirheirs,executors
andadministrators,respectively,shallbeindemnifiedoutoftheassetsofthe
Company for and against all suits, proceedings costs' charges' losses'
damages
by reason
and expenses which they are any of them shall or may incur or sustain
ofanyactdoneorcommittedtobedoneinorabouttheexecutionoftheirdutyin
ll
their respective offices of trust except when they incur or sustain by or through
their own willful neglect or defaults. No such officer of trustee shall be answerable
for the acts, receipb, neglects, defaulb of any other officer or trustees or for
joining in any receipts for the sake of conformity or for the solvency or honesty of
any bankers or other persons with whom any money or effects belongirg to the
Company may be lodged or deposited for safe custody or for any insufficiency of
any security upon which any money of the Company shall be invested or which
may happen in or about the neglect of default of such officer or trustee.
SECRECY
53. A Member shall not be entited to inspect the company's books without the
permission of the Directors or to require discovery of or any information
respecting any detail of the Companys trading or any matter which or may be in
the nature of Trade secret, unitary of trade or secret process which may relate to
the conduct of the business of the company and which in the opinion of the
Directors, it will not be expedient in the interest of the members of the Company
to communicate to the public.
l2
5q.
Name Addr€ss
and Occupation of the subscriber Occupation and Signature
of Witness to Subscribor
\
jRr{ lt
\J-d\a
'"1';1 d <G
Fr
L-.
Sd'^. Ng- d
s $ 1ild+{;
Manoqnla chandars
P1o u$t!^,"" Probhakar
Cl.nodarJ
R/o f iot N,o, B-6D,
Rao
-{
\lla<'t.
ls )
, d
J'd Floot, Juroali(t l*-3,
--t
el
vuF-1f,^
^(5
Ff\n par16,t, Juu'ilee +ills, s
-\
(,/\ _\
7:9';u
.r-t !
Hgderarou"d - 5ooo Bq
J 'YJ
Andhra Prorlesh' SO
p'o'B : 25- 04*tc*'l OY
L
OCc : Busines S i
\
<-
g c;
Date: &qlqJa"o
Place :
lha.os's
13
Addre$ D6cription
and Occupation of tho subscdbsr Occupation and Signaturc
of Witnoss to Subscriber
9onlr"f"i [vul"ge),
-1 -*
s-9
katrr"qyr * somL. {Y ciJ G$
D,o.g . q6-il-FBi + ttJ'-+
+ *l<: {o/[
;
t qidtl;
n,
* \'{ ss^*..'lt
+-crqs
..otFi$o
:{$i;
T -*= I ua-
a
\JI
'l
JI
0 Rd
U
c\
L
{!
-a
(v
o^", ,lthqJbB
''^nt ln 2l,6+J
tLl