Steps in Company Formation

Steps in party FormationINTRODUCTIONA play along is a group of persons associated together for the attainment of a common end, social or economic. Or we can say a completelyiance is an association of individuals formed for nigh common purpose.The comp whatsoever incorporated under the section 3 (1)(i) of the Companies Act 1956 or some earlier company Acts. Companies incorporated under the companies Act 1956 be mostly business companies simply they may also be formed for promoting art, research, charity, commerce, or any other useful purpose.A company, formed and scaned 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 episode and a common seal.OBJECTIVE OF THE TERM PAPERThe objective of the company formation isTo know, grasp the application of the corporate business law.To know about the congenital step to company formationTo know what are the e ssential documents regarding to the company formation.To know about the legal formalities that is required for the formation of company.FORMATION OF frequent STEEL INDUSTRY quality 1- SELECTION OF THE TYPES OF THE COMPANY-We are forming PUBLIC COMPANY, section 3(1) (iv) of the companies Act 1956. We establish a stain industry. It is basically the manufacturing industry of steel.STEP 2-SELECTION OF NAME FOR THE PROPOSED COMPANY-For the selection of name for the company following measures are lockn by my team divisions-CIRCULARS-GENERAL CIRCULARS which are issued by the GOVERNMENT OF INDIA, MINISTRY OF financial AND CORPORATE AFFAIRS. It is send or issued to all the registrars of the company and it is also issued to the regional and board of jitneys of the company. We have kept in all the parameters regarding the formation and naming of the steel company in steel sector. For example, we have kept in mind what all things and legal aspects are important for the formation of compa ny and what all are its requirements.ACTS AND BILLS-After we had finished up with the circulars and other legal formalities under company bill we and then move to billing part. Under this various articles are involved such as-Short titleCommencement and applicationMemorandumArticles of associationCompanys register chargesRemoval of board of directorMEMORANDUM OF necktieTHE COMPANY ACT, 1956MEMORANDUM OF ASSOCIATION OF GANDHI TELECOM LTDContents of MemorandumThe memorandum of association of every company must contain the following clauses pr peerless down the stairs- form clause-The name of the company is mentioned in the name clause. A public limited company must end with the word Limited secernate of company-Gandhi Telecom ltd.Gupta Telecom ltd.Prashant Telecom ltd. put-on Telecom ltd.Dines Telecom ltd.Gupta telecom name is already registeredPrashant is not suitable for the companySham and Dines not hold by the parts.So we decided the name GANDHI TELECOM LTDRegistered Offic e clause- 176, urban estate, Industry area, Phagwara, pin code 144401Object clause- This clause is the most important clause of the company. It specifies the activities which a company can carry on and which activities it cannot carry on. The company cannot carry on any activity which is not authorized by its MOA. This clause must specify-To appropriate communication service as like local calls, S.T.D calls, local and National SMS across India and I.S.D calls.To provide value added service.To provide net profit operate.To provide broadband services.TO increase the market distribute.To provide the wider range network.OBJECTS OTHER OF THE MAIN OBJECT ARE To enter into arrangement for sharing profit, union of interest, cooperation or joint venture with any person firm or company.To appoint to deal with or to act as agents, sub agents, dealers, sub-dealers, Distributors for selling or acquire or dealing with the product s or services related to the business of the company.To do all such acts and things as may be necessary to carry out business of the Company.Liability clause-The word company in this memorandum when company applied otherwise then to this company shall whenever the mount so required or admits be deemed to include any authority, partnership or other body of person whether domiciled in India or elsew present.The liability of the member is limited by share.The authorized share with child(p) letter of company is Rs. 50, 00,00000Submission of document of the Company For the registration of the company, it is essential to ascertain from the Registrar Of Companies if the proposed name of the company is approved. Then the following documents duly stamped together with the necessary fees are to be filled with the Registrar.Memorandum of association, prepared according to the company act 1956, and signed by at least 7 persons in the case of public company. And duly signed by subscribers.The Articles of association, the public ltd company is limited b y guarantee and head-to-head companies are limited by shares.The agreement, if any, which the company proposes to enter into with any individual for appointment as its managing or whole conviction director or bus sec. 33(1).The list of the directors who have agreed to become the first directors of the company and their written consent to act as director and take up cleverness shares.A declaration by any of the following persons, an advocate, an attorney or a pleader, a chartered accountant , or a person named in the articles as director, manager, or secretary of the company.The registration fees of a company are 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 pull up stakes register the company and issue a certificate called the Certificate of Incorporation.FORM NO. 1Registration no of Company 14456 . Nominal Capita Rs50crore .THE COMPANIES ACT, 1956Declaration of compliance with the requirements of the Companies Act, 1956 on application for registration of a companyPursuant to section 33(2) get of Company GANDHI TELECOM LTD Limited/Private LimitedPresented by Sham sunder GandhiI, ., of do solemnly and sincerelyDeclare that I am 1 major who is engaged in the formation of the company, or a personNamed 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 to that have been complied with.And make this solemn declaration conscientiously believing the same to be true. appointee 25-11-2009 Sham sunderPlace phagwara SignatureWitness Rajesh Sham SunderDesignation1. An advocate of the Supreme motor inn of the NOA . High Court, an attorney or a pleader entitled to appear before the ..NOA. High C ourt or a chartered accountant practicing in India.2. State whether director, manager / secretary /advocate/ chartered account.FORM NO. 18Registration No. of the Company 14456 Nominal Capital Rs50croreTHE COMPANIES ACT, 1956Notice of the situation/change of situation of registered characterpursuant to section 146Name of the company GANDHI TELECOM LTDNotice is hereby given that -(a) the registered office of the company is situated .with effect from 22-11-2009date(b) the situation of the registered office of the company of was changed from NOA to with effect form .dateSituation of registered office falls under the jurisdiction of(name of the police force station).*Dated this Day of 19Sham sunderSignatureSHAM SUNDER GANDHIName(In Block Capitals)Sham SunderDesignation.FORM NO 29Registration No. of Company ..14456 Nominal Capital Rs. 50crore.THE COMPANIES ACT, 1956Consent to act as director of a company and/or undertaking to take and pay for qualification sharespursuant to section 264( 2)/266(I)(a) and 266(1)(b)(iii)Name of company .GANDHI TELECOM Limited Presented by ..SHAM SUNDER.To the Registrar of Companies NOA. .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 and fathers labelAddressOccupationDate of birthNationalitySignature123456Vijay KumarMehli gate,PhagwaraBusiness15-4-1984INDIANVijaySignature SHAM SUNDER..Designation .Sham Sunder..Dated the day of .. 19Notes (1) Delete the portion not applicable.(2) If a director signs throug h his agent authorised in writing, the authority must be producedbefore the Registrar.(3) In case of undertaking to take and pay for qualification shares, the from should beaccompanied by the necessary stamp duty.FORM NO. 32Registration No. of Company 14456. Nominal Capital Rs. 50CRORETHE COMPANIES ACT, 1956Particulars of appointment of directors and manager and changes among themPursuant to section 303(2)Name of Company .GANDHI TELECOM LTD Presented by SHAM SUNDERNote 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 surname in fullFathers/ husbands nameUsual residential addressNationalityDate of appointment or changeBrief particulars of changes1234561. vijay kumarMadan BaangaMehli GatePhagwaraINDIAN10-4-2009NONotes (1) A note of changes should be make in column 6 e.g. by inserting against the name of newdirector, etc. the words in place of and by indicating against the name of theformer 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 names and surname in fullFathers/ husbands nameUsual residential addressNationalityDate of appointment or changeBrief particulars of changes123456Rajesh KumarPardeep kumarjalandharINDIAN10-4-2009NODated the day of ..19Signature .SHAM SUNDER.DesignationSham Sunder..Notes (1) For the purposes of this form, particulars of a person appointed as manager within the message 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.Article of Associati onThe Gandhi telecom Limited contains following rules and regulations and also bye-laws for the internal management of the affairs of a company.The articles are next in brilliance 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 share capitalThe Share capital of the company is Rs. 50, 00, 00,000 (Rupees fifty crore only). They have been divided into 10 crore Equity shares of Rs.100 each (Twenty rupees only), with the provision of the company Act, 1956Capital of the companyThe capital of the company may increase from time to time, by the creations of the new shares. This increase in the amount is to be divided among all the shares holders.Reduction of capitalThe Company may render from time to time by special promise will reduce its capital or Share Premium Account in any way for the time being authorized by law and capital may be paid off in the future.Share and certificateThe share certificates will be issued free of cost to all the shareholders of the company. The shares in the capital shall be numbered progressively according to their value. Any share forming part of any increased capital of the company shall be under the control of the Directors who may issue and allot or otherwise dispose of the same or any one of them to such persons n such proposition and on such terms and conditions.Acceptance of sharesAny application signed by or on the applicant for shares in the company followed by an allotment of any share there in shall be an get intoance of shares within the meaning of these Articles.Renewal of Share CertificateNo fee shall be charged for the issue of new shares certificates in the replacement of the old ones.Calls on sharesCompany may from time to time, subject the terms on which any shares may have been issued and subject to the conditions o allotment which is passed at a meeting of the Board.Share warrantThe company may issue share warrants subject to and in accordance with the provisions of sections 114and 115.The Board may in its discretion with respect to any share which is fully paid up on applications in writing signed by the persons registered as holder of the shares.Transfers of sharesThe transfer of shares from one person to the other person will be made but with the information of the company. This change will be also made in the companys shareholders Catalogue.Forfeiture of the sharesThe shares of any shareholder can be cancelled if he or she is not able to pay the remuneration. The forfeiture of a share shall involve extinction, at the time of the forfeiture, of all claims and demands against to the Company in respect of the share and all other rights incidental to the share, except only such of those right as by these Articles are expressly saved.Surrender of sharesThe Directors may subject to the provisions of the Act, accept a surren der of any from or by any member desirous of surrendering them on such terms as they think fit.Lien on sharesThe company shall have a first lien upon all the shares, not being fully paid up shares registered in the name of each member and upon the proceeds of the sale thereof for all money called or payable at a fixed time in respect of such shares and no equitable interest in any share shall be created except upon the footing and condition here of is to have full effect.Winding upAt the time of winding up the company is going to liquidate all its assets and the amount from the liquidation of the assets will be distributed to the debentures holders and preference share holders first and then after(prenominal)wards the rest of the amount to the equity share holders.PROSPECTUSGeneral information Name GANDHI TELECOM LIMITEDAddress 176, Model Town, Industrial Area, Phagwara.Name of stock exchangeLudhiana Stock ExchangeJalandhar Stock ExchangeChandigarh Stock ExchangeAmritsar Stock Exc hangeProvision of Sub section (1) of section 68 A of the companies Act, 1956 relating to punishment for fictitious Applications.Statement/ declaration about refund of the issue if minimum subscription 90% is not received within 90 geezerhood from closure of the issue.Declaration about the issue of allotment letters/refund with in a stay of 10 weeks and interest in case of any delay in refund at the prescribed rate under section 73(2) (2a)Date of opening of the issue 12-december-2009Date of closing of the issue 18-12-2009Date of earliest closing of the issue 16-12-2009Name and address of auditors Vijay deep, Jalandhar.Capital structure of companyAuthorized Capital 50 croreIssued capital 40 croreSubscribed capitalPaid up Capitalii. Size of present issue giving separately reservation for preferential allotment to promoters and others.Paid up capital a. after the present the issue b. after conversion of DebenturesTerm of the present issueTerm of present issueTerms of Payments.Right of the instruments holdersHow to apply-availability of forms, prospectus and mode of paymentAny Special tax benefits of the company and its shareholders.Particulars of the issue ObjectsTo provide communication service as like local calls, S.T.D calls, local and National SMS across India and I.S.D calls.To provide value added service.To provide internet services.To provide broadband services.TO increase the market share.To provide the wider range network.To provide telecom networks and to run and maintain telecom services like basic/fixed line services, cellular/mobile services, paging, video-text, voice mail data systems, private transposition network services, transmission networks of all types, calculator networks like local area network, wide area network, Electronic Mail, Intelligent network, Multimedia communication systems or the combinations thereof.To promote establish Companies, Funds, Associations or Partnerships for providing telecom networks and/or to run and maintain telecom services like basic/fixed line services, cellular/mobile services, paging, videotext, voice mail and data systems, private switching network services, transmission network of all types, computer networks i.e. local area network, wide area network, Electronic Mail, Intelligent network.To guarantee/ counter guarantee the obligations of any of its subsidiary/ associate/ group companies and/or other companies in which the company has equity interest under any agreements/ contracts/ debentures, bonds, stocks, mortgages, charges and securities.Project costMeans of financing (including contribution of promoters)Company management and projectHistory and main objects and present business of the company.Promoters and their backgroundName, addresses and occupation of manager, managing directorLocation of the projectCollaboration,The productsFollowing particulars in regard to the company and other listed companies under the same management within the meaning of section370(IB),which made any capital issue during the last 3 years.Name of the company Gandhi Telecom limitedYear of issue 2009Type of issue Public (Public/Rights/composite)Amount of issueDate of closure of issueDate of shutting of delivery of share/debenture certificates.Date of completion the projectWhere object of the issue was financing of a projectRate of dividend paidOutstanding judicial proceeding pertaining to-Matters likely to affect operation and finances of the company including disputed tax liabilities of any nature andCriminal prosecution launched against the company and the directors for alleged offencesManagement perceptual experience of risk factors (example sensitivity to foreign exchange rate fluctuations difficulty in availability of raw material in marketing of product cost/time over run etc.SHRILONGNow therefore in consideration of the mutual covenants set forth herein and intending to be legally bound , the parties here to agree as follows.1. Terms of agreement This agreement will b e begin 13-11-09 and will end 13-11-2010. Either party may cancel the agreement in between 15 days notice to other party in writing by certified personal delivery or by mail.2.Time needed by them It is Needed that your company employee will spend approximately 150 hours in these three months contract with the obligation of this contract. In a week a employee must entrust minimum of 10 hour by taking care of their personal problems.3. Place of services According to the Contract at a location of consultanatss only be considered. The consultant will perform services on seminar halls, auditorium, or any other places as necessary to perform these services according to this agreement.4. Payment made We perform services on the rate of Rs 400/hr for work performed in accordance with this agreement extra time will be charged, on services provided. Payment must occurred on first three days of every month.5. Confidential information The Gandhi Telecom ltd agrees that any information recived d uring their contract period which concerts to personal, Confidence and will not be revealed to any other persons, firms and organizations.6. In Witness Where of The parties here to have excuted this Agreement as of the day and year firstly above written.REFERENCE TO THE INTERNETwww.mca.gov.inwww.vakeel.comwww.roc.com