Draft Documents for Incorporation of Private Limited Company as per Companies Act 2013

ON STAMP PAPER OF 20/- AND NOTORY

FORM No.INC-8

Declaration

[Pursuant to section 7(1)(b) and rule 14 of the Companies (Incorporation)Rules, 2014

Name of the Company: …………………………………….

I, ……………………………… S/O. ……………………………. Residing At…………………. Holding membership  under number ………………… of ICA/ICSI/ICWA And Certificate Of Practice Number……………………..

·         An advocate who is engaged in the formation of the Company

·         A Chartered Accountant in India who is engaged in the formation of the Company

·         A Cost Accountant in India who is engaged in the formation of the Company

·          A Company secretary in practice in India who is engaged in the formation of the Company

Declare that all the requirements of the Companies Act, 2013 and the rules made there under relating to registration of the Company under the Act and matters precedent or incidental thereto have been complied with.

Date:                                                                                       Signature:

Place:                                                                                      Membership No:

                                

                (AFFIDAVIT TO BE NOTARIZED IN NON-JUDICIAL STAMP PAPER OF RS.20/- )

FORM No INC – 9

AFFIDAVIT

[Pursuant to section 7(1)(c) of the Companies Act, 2013 and rule  15 of the Companies (Incorporation) Rules, 2014]

Name of the Proposed Company: ……………………………………………

I, …………………………….. , being the subscriber to the memorandum / named as first director in the Articles, of the above named proposed Company, hereby solemnly declare and affirm that:

·         I have not been convicted of any offence in connection with the promotion, formation of management of any company during the preceding five years; and

·         I have not been found guilty of any fraud or misfeasance or of any breach of duty to any company under this Act or any previous company law during the preceding five years; and

·         All the documents filed with the Registrar for registration of the company contain information that is correct and complete and true to the best of my knowledge and belief.

Date:                                                                                              Signature:

Place:

ON PLAIN PAPER & SELF NOTORISED

FORM NO INC-10

Form for verification of signature of  subscriber

[Pursuant to rule 16 (1) (q) of the Companies incorporation Rules, 2014]

(Passport Size photo to be affixed here)

 

Name:

Father’s Name:

Address:

Specimen Signatures:

1.

2.

                                                                                                               

                                                                                                                                Self Attestation

                                                                                                                                  ()

                                                                                                               

                                                                                     

                                                                              

                                                                                                                             

ON PLAIN PAPER

Form DIR-2

Consent to act as a director of a company [Pursuant to section 152(5) and rule 8 of Companies (Appointment and Qualification of Directors) Rules, 2014]

To

--------------------- (Name of the company)

--------------------   (Address of the company)

Subject: Consent to act as a director.

I ………………………, hereby give my consent to act as director of ………..(name of the company), pursuant to sub-section (5) of section 152 of the Companies Act, 2013 and certify that I am not disqualified to become a director under the Companies Act, 2013.

1. Director Identification Number (DIN):

2. Name (in full):

3. Father’s Name (in full):

4. Address:

5. E-mail id:

6. Mobile no.

7. Income-tax PAN

8. Occupation:

9. Date of birth:

10. Nationality:

11. No. of companies in which I am already a Director and out of such companies the names of the companies in which I am a Managing Director, Chief Executive Officer, Whole time Director, Secretary, Chief Financial Officer, and Manager.

12. Particulars of membership No. and Certificate of practice No. if the applicant is a member of any professional Institute. Specifically state NIL if none.

Declaration

I declare that I have not been convicted of any offence in connection with the promotion, formation or management of any company or LLP and have not been found guilty of any fraud or misfeasance or of any breach of duty to any company under this Act or any previous company law in the last five years. I further declare that if appointed my total Directorship in all the companies shall not exceed the prescribed number of companies in which a person can be appointed as a Director.

Signature:

Designation:………………….

Date:

Place:

Attachments:

1. Proof of identity;

2. Proof of residence;

RUPEES 50/- NON JUDICIAL STAMP PAPER & NOTORISED

To:

The Registrar of Companies,

……………..

……………….

India

SUB: DECLARATION BY THE DIRECTORS AS PER THE MINISTRY'S CIRCULAR, DT.29.05.2013

We, the under signed subscribers & first Directors of M/S. 123345  PRIVATE LIMITED., (under incorporation) hereby declare that the Company & Directors will not accept deposits unless compliance with the applicable provisons of Companies Act, 1956, & Companies Act 2013, RBI Act, 1934 and SEBI Act 1992 and rules/directions /regulations made there under, from time to time are duly complied and filed with the concerned authorities.

           

Name& Address                                                          Signature

1.                   Mr. …………………….

2.        Mr. ………………………..

3.       Mr. …………………………….

                                    

Plain paper & notory

                                                                                                              DATE:-

From:-                                                                                                  PLACE:-

TO:-

THE REGISTRAR OF COMPANIES

KARNATAKA

KENDRIYA SADAN, KORAMANGALA

BANGALORE-560038

Dear Sir,

SUBJECT:- NO OBJECTION REGARDING USING OFFICE PREMISES

I,…………………………………….. the undersigned owner of the premises No………………………. ……………………………………………………………………..    and I produce my ownership document herewith( Electricity bill/ Tax paid receipt) , Mr…………………………….. Promoter of the Company with an intension to establish Registered Office of the Company under incorporation (…………………………………………………………                        ) has approached me. I have agreed to let out the premises for setting up of Office and I have No objection to use the above said premises as Registered Office of the said Company in the above premises.

Thanking you,

Yours faithfully,

(NAME OF THE OWNER OF THE BUILDING)

Plain paper & notory

FROM:-

TO:-

THE REGISTRAR OF COMPANIES

…………….

INDIA

Dear Sir,

SUBJECT: - NO OBJECTION REGARDING USING OFFICE PREMISES AS REGISTERED OFFICE

I, the undersigned, MR.XYZ       , One of the promoter & subscriber and First Director of the Company by name M/S. ………………………………………………………,(under incorporation). I Own the premises no. …………………………………………………………………… and I have no objection to establish Registered Office of the Company in the said premises. I have agreed to for setting up of Registered Office and I have No objection to use the above said premises as Registered Office of the said Company in the said premises. I submit my electricity bill/ tax paid receipt as document of proof.

Thanking you,

Yours faithfully,

OWNER ‘S NAME

PLACE:-

DATE:-

Stamp paper of 100/- and notory

OFFICE RENT AGREEMENT

This Office Rent Agreement is made at …………….., ……………. on          day of ………. 2014

BETWEEN

Mrs. ………………………………………………………………………….., herein after called the OWNER, which expression shall mean and include his heirs, executors, administrators, representatives, assigns of the ONE PART. And

SRI. …………………………………………………………………………… (Promoter & Director (of M/S. …………………………………….) hereinafter called the TENANT, which expression shall mean and include his heirs, executors, administrators, representatives, assigns of the OTHER PART.

Whereas the Owner is the absolute owner of the property bearing No…………………………………………………………….., Karnataka, having clear titles and also in possession of the said property, and

And Whereas the Owner is desirous of giving schedule property on a monthly rent for lawful commercial purpose for eleven months at initial period. And Whereas the Tenant is willing to occupy the schedule property on monthly rental basis on the terms and conditions set out herein below for the purpose of setting up of Registered Office of the Company named M/S. ……………………………………………………………………. under incorporation.

NOW THIS AGREEMENT OF RENT WITNESSTH AS UNDER:

Demise: No. …………………………………………………………., Karnataka.

CONSIDERATION: Noninterest bearing Advance amounting to Rs…………/-( Rupees ……………  only) received by the Owner from the Tenant, the receipt whereof the owner hereby acknowledges.

Rent: - monthly rent Rupees ……../-  herein after reserved from ………………… till …………………………., the Owner hereby demise unto the tenant the schedule property together with fixtures, articles and effects herein on the terms and Condition agreed upon by the parties as Owner and Tenant to this agreement initially for eleven months under this agreement.

COVENANTS:

1.       This rent agreement shall be for a period of 11(Eleven months) commencing from ………………….. till ………………. The premises shall be used only for setting up of Registered Office of the M/S. ………………………………………………………..

2.      That the monthly rent for each month shall be Rs………/- (Rs. ……………… only) payable by the Tenant to the Owner on or before of the Tenth of every the subsequent calendar month.

3.      Tenant hereby acknowledges the possession of the schedule property along with electrical fittings and fixtures etc., in good condition.

4.      The tenant  shall not or cause to sub-let, under let, or assign, mortgage or part with the possession of the Schedule property nor shall use the schedule property for other than law full dwelling of self with family members.

5.      The owner shall pay property Tax and other Government levy on the property.

6.      The tenant shall pay   all usage charges for power/electricity, water/sewerage disposal, and other incidentals in time (as per schedule dates for payment) for its uses at the schedule property.

7.      That the Tenant paying rent herein reserved and observing and performing the conditions herein mentioned shall quietly and peacefully enjoy the stay at the schedule property during this agreement without any let or hindrance from any person claiming under on behalf of the Owner.

8.       The Tenant shall allow the Owner and his lawful agent’s at all reasonable times in the day during the period of the stay as tenant to enter the demised property to examine the condition of the property and appurtenance there to for all purpose.

9.      The tenant shall not erect, alter, build or cause to build or alter any physical structure at the schedule property.

10.  The either party i.e. Owner or Tenant shall have the right to terminate this Rent agreement before the expiry of the eleven months. Provided a notice in writing not less than one month mentioning clearly the intension to terminate or close this agreement before the completion of the period of let out as agreed hereupon under this agreement.      

In Witness Whereof the parties hereto have caused this agreement to be executed on the day and year at the place first herein above written.

                                                                                                                            

OWNER                                                                                TENANT

WITNESS:

1.

2.

EXTRACT FROM THE MINUTES OF THE BOARD OF DIRECTORS MEETING HELD ON ………………..

SUBJECT NO.4.0:     APPROVAL FOR OPENING OF A CURRENT  ACCOUNT.

The Chairperson informed the Board that a Current Account of the. Company needs to be opened in the name and style of "M/S. ……………………………PRIVATE LIMITED” to carry out the day-to-day transactions. After detailed discussions, The Board “RESOLVED THAT

a)         a Current Account in the name of the Company, in the name and style of M/S. …………………………………………. PRIVATE LIMITED be opened with ………………….. BANK, situate NO………………………………………. Branch. Mr. …………………………, Director be and is hereby authorized to sign or accept all cheques, bills of exchange, promissory notes and other orders.

b) That all cheques, drafts and pay orders received in the name of the company be credited to the account to the account of the Company.

c) that the aforesaid Bank be instructed to honour all Cheques, Promissory notes and other orders drawn by and Bills accepted on behalf of the company whether such account be in credit or overdrawn, and to accept and credit to the account of the company all moneys deposited with or owing by the bank of any account or accounts at any time or times kept or to be kept in the name of the company and the amount of all cheques, notes, bills, other negotiable instruments, orders or receipt, provided they are endorsed/signed by  the above  Director.

d) Mr. ……………………………., Director, shall furnish to the bank a copy of the Memorandum of Association and Articles of Association and the specimen signatures of authorized signatories to sign on behalf of the company and a copy of the resolution signed by the Chairperson and the bank be informed from time to time by a notice in writing of any changes which may take place therein and be entitled to act upon such notice until the receipt of further notice.

 e) That this resolution shall remain in force until notice in writing of its withdrawal or cancellation /modification etc., is given to the bank by the company in the form of certified copy of the Board Resolution."

                                                            CERTIFIED TRUE COPY

                                                     DIRECTOR                                   DIRECTOR

PLACE:

DATE:

MEMORANDUM OF ASSOCIATION

OF

ABC PRIVATE LIMITED

(Company Limited by Shares)

(Incorporated under the Companies Act, 2013)

 

1              The name of the Company is “ABC  PRIVATE LIMITED.”

2              The Registered Office of the Company will be situated in the “State of ………………….”.

3             The Objects for which the Company is established are:

(A) THE MAIN OBJECTS TO BE PURSUED BY THE COMPANY ON ITS INCORPORATION:

1.      To carry on the business of electrical engineers, electricians,  contractor, sub contractors , manufacturers, suppliers, dealers, stockiest, wholesaler, retailer   in all kind of  electrical  items, spares, wires, cables, transformers, switches, gears, ELCB, MCB and other appliances, dry cells, accumulators and  to distribute, supply electricity for the purpose of light, heat, motive power and for all other purposes ,marketing  & servicing  of electrical and/or electronics goods, items, instruments, parts, spares, D.G. sets, UPS, Invertors, electrical control, switchgear panels, switches, cables, plugs, to provide site services, such as installation, testing & commissioning of the system and operation & maintenance of the systems supplied and commissioned.

2.      To carry on business of distribution, generation, transmission, supervisions and control of all types of power either mechanical, hydraulic, gas, wind farms, solar  and/or to design, plan, manufacture, assemble, supply, erect, commission, test, maintain, repair, service powers projects in industrial, commercial, residential, establishments  in part individual and/or composite key basis and to provide Consultancy, expert services, advises, designs, drawings in relation to supervision and control of power in India and abroad.

3.      To carry on the business of contractors, sub-contractors, quasi contractors, Annual maintenance service providers, whether for government or for semi government bodies or corporation or company or society or body corporate or firms or individuals or schools or clubs or other bodies or private works and to undertake contracts and sub contracts relating to all types of  electrical works, modification, repairing, alteration, removal, redesigning, enlarging, improving and designing of  electrical installation. To undertaking Engineering, Supplying, Testing & Commissioning of Electrical Power, Distribution & Control Equipment and Execution of Projects on turnkey basis. undertake contract of the electrical, Transformers, Distribution transformers, Dry Type transformers, Power transformers, Cast Resin Transformers, Reactors, MV Switchgears, 11 KV Switchgears,33 KV Switchgear providing the electrical items for construction project, lighting fixtures, panels and switchgear, switches and receptacles that power cord-connected electrical appliances,  to carry on work of Generating units, Switchyards, Substations, Distribution packages. The complete execution starting from Basic Engineering, Detailed Engineering, Supply, Installation, Testing & commissioning for Power Plants, Big Industrial Houses, to procure materials for External & Internal Lighting Package for Commercial & Large Residential Complex. To carry on Site supervision & electrical installation Erection Activities. Testing, Commissioning of the project work.

 (B) MATTERS WHICH ARE NECESSARY FOR FURTHERANCE OF THE OBJECTS SPECIFIED IN CLAUSE III (A) ARE:-

1. To enter into agreements, franchise agreement and contracts with Indian or Foreign individuals, firms or companies for technical, financial or other assistance or collaboration for carrying on all or any of the objects of the Company.

2. To apply for, purchase or otherwise acquire any trademarks, patents, licenses, concessions and the like, concerning any exclusive or non-exclusive or limited rights of any kind which may appear to be necessary or convenient for the business of the Company and to purchase or otherwise acquire any information as to any invention which may seem capable of being used for any of the purposes of the Company.

3. To amalgamate, enter into partnership or make any arrangements for sharing profits, union of interests, co-operation, joint venture or reciprocal concession, with any individual person or company carrying on or engaged in or about to carry on with similar or identical objects.

4. To sell, lease or otherwise dispose of the undertaking of the Company or any part thereof as the Company may deem fit.

5. To purchase or otherwise acquire and undertake the whole or any part of the business, properties and liabilities of any person, firm or company carrying on any business which this company is authorized to carry on or possessed of property suitable for the purpose of the Company.

6. To purchase, take on lease or in exchange, hire, construct or otherwise acquire any movable or immovable properties or any rights or privileges, which the Company may think necessary or convenient for the purpose of its business.

7. To subscribe or contribute or otherwise to assist or to grant money to charitable, benevolent, religious, scientific, national, public or any other useful institutions, objects or purposes or for any exhibition.

8. To pay out of the Company’s funds the costs and expenses incurred in connection with all matters preliminary and incidental to the formation, promotion and incorporation of this Company and the costs and expenses incurred in connection with all matters preliminary and incidental to the formation and incorporation of any company which may be promoted by this Company and to remunerate any person, firm or company for services rendered in the promotion of the Company or the conduct of its business.

9. To provide for the welfare of the employees (including Directors) or ex-employees of the Company and wives and families or the dependents or relations of such persons by building or contributing to the building of houses, dwellings or quarters or by grant of money, gratuities, pensions, allowances, bonus or any other payments or by creating and subscribing or contributing to provident and other funds, associations, institutions, profit sharing or other schemes or trusts and by providing or subscribing or contributing towards places of instructions and recreations, hospitals and dispensaries and medical assistance.

10. To invest any money of the Company, not for the time being required, for any of the purposes of the Company in such investments as may be thought proper and to hold, sell or otherwise deal with such investments subject to the provisions of the Companies Act.

11. To open account or accounts with any bank or banks in the name of the Company and to operate upon the same.

12. To create any depreciation fund, sinking fund, insurance fund, reserve fund or any special or other funds, whether for depreciation or for repairing, improving, extending or maintaining of any of the property of the Company or for any purposes, whatsoever to the interests of the Company.

13. To make, draw, accept, endorse, execute, discount, negotiate and issue cheques, promissory notes, hundies, bills of exchange, bills of lading, railway receipts, debentures and other negotiable or transferable instruments subject to the Banking Regulation Act, 1949.

14. To sell, mortgage, assign, lease, pledge, dispose off or in any other manner deal with all or any part of the undertaking, property and assets of the Company for such consideration as the Company may think fit and in particular for shares, debentures or other securities of any company having objects altogether or in part similar to those of this Company.

15. To adopt such means for making known the activities and products of the Company as may seem expedient and in particular by advertising in the press, by circulars, by purchase and exhibition of works of art or interest, by publication of books, newspapers and periodicals or by making and exhibiting films and/or by granting prizes, awards and donations.

16. To employ or pay experts, foreign consultants, management consultants and others in connection with the prospecting, planning, execution and development of all or any of the business which the Company is entitled to carry on.

17.  To promote any other company or companies for the purpose of acquiring all or any of the property of the Company or advancing directly or indirectly the objects or interests thereof and to take or otherwise acquire and hold shares in any such company or companies.

18. To appoint sole or regional selling agents or distributors for the products of the Company and also buying agents for the raw materials of other products required for the Company subject to the provisions of Companies Act and also to open depots for effecting such sales or purchases.
19. To indemnify members, officers, Directors and servants of the Company against proceedings, costs, damages, claims and demands, in respect of anything done by them for or on behalf of the Company and against any loss or damage whatsoever suffered by them or any of them in execution of their duties or in relation thereto.

20. To distribute among members in specie or otherwise any property or assets of the Company and particularly the shares, debentures or other securities of any other company including the Company formed to take over the whole or any part of the assets of this Company, subject to provisions of the Companies Act.

21. To borrow or raise moneys, from commercial banks/financial institutions and/or other companies within India and from all foreign countries, or to receive it on deposit at interest or otherwise, and to secure the payment of such money in such manner as the Company may think fit and in particular by the issue of debentures or debenture stock, perpetual or otherwise, stocks, bonds, obligations, notes and securities of all kinds, to mortgage, pledge, hypothecate or charge the whole or any part of the property, assets or revenue of the Company present or future, including its uncalled paid capital, by special assignment or otherwise, or to transfer or convert the same absolutely or any interest therein and to give the lenders power of sale and other powers as may seem expedient and to purchase, redeem or pay off such securities provided, the Company shall not carry on banking business as defined in the Banking Regulation Act, 1949.  Acceptance of deposits is subject to provisions of the Companies Act.

22. To advance, deposit or lend with or without security money, securities, assets and property to or with such person, companies or corporations and on such terms as may seem expedient, to negotiate loans, to discount, buy, sell and deal in bills, notes, warrants, coupons and other negotiable or transferable security or documents.
23. To enter into any arrangements with the Government of India or with any states, with any authorities, municipal, local or otherwise or with any other persons, that may seem conducive to the company’s objects or any other and to apply for and obtain and to purchase or otherwise acquire from any such Government, State, authorities or persons, any rights, powers, privileges, decrees, licenses, sanctions, grants and concessions whatsoever (whether statutory or otherwise) which the Company may think it desirable to obtain and acquire and to carryout exercise and comply with any such arrangements, rights, powers, privileges, licenses, decrees, sanctions, grants and concessions.

24. To purchase, take on lease or in exchange or otherwise acquire, improve, manage, cultivate, work, sell, exchange, surrender, lease, mortgage, charge, convert, turn to account, dispose off and deal with movable and immovable property and rights and privileges of all kinds and in particular lands, buildings, easements, mortgages, debentures, procure concessions, options, contracts, patents, licenses, machinery, plant, stock-in-trade, business concerns and undertakings and claims, privileges, concessions and chose-in-action all kinds, to construct buildings on any land belonging to company for attaining the main objects.

25. To grant licenses or concessions over or in respect of any property or rights of the Company.

26. To accept any payment for any property or rights sold or otherwise disposed off or dealt with by the Company either in cash, by installments or otherwise or in fully or partly paid-up shares of any company or corporation with or without preferred or deferred rights in respect of dividend or repayment of capital or otherwise or in debentures, debenture stocks or other securities of any company or corporation or partly in one mode and partly in other and generally on such terms as the Company may adopt.

27. To guarantee or become liable for the payment of money, debenture, bond or securities of for the performance of any obligations in the course of the conduct of the business of the Company.

28. To issue Corporate Guarantee to commercial banks for borrowings by other companies.

29. To institute, conduct and defend all actions and legal proceedings, against the Company and its officers and to refer any claim or demand by or against the company and its officers to arbitration and to perform or challenge the awards if necessary.

30. To insure the whole or any part of the Company, either fully or partially, to protect and indemnify the Company from liability or loss in any respect , either fully or partially and also to insure and to protect and indemnify any part or portion thereof, either on mutual principle or otherwise.

31. To exercise all or any of its corporate powers, rights and privileges and to conduct its business in all or any of its branches in the Union of India and in any or all states, territories, possessions, colonies and dependencies thereof and in any or all foreign countries, and for this purpose to have and maintain and to discontinue such number of offices and agencies therein as may be convenient.

32.  To do all and everything necessary suitable or proper for the accomplishment of any of the purposes or the attainment of any of the objects or the furtherance of any of  the powers hereinbefore set forth, either alone or in association with other corporate bodies, firms, or individuals, and to do every other act or acts, thing or things, incidental or appurtenant to, or growing out of, connected with the aforesaid business or powers, or any, parts thereof, provided the same be not inconsistent of the Union of India.

    

4           The liability of the members is limited and this liability is limited to the amount unpaid, if any, on the shares held by them.

5           The Authorized Share Capital of the Company is Rs. ……………../- (Rupees ……….Lakh only) divided into ……………………… (…………only) equity shares of Rs. …………../- (Rupees ………… only) each.

6.    We, the several persons, whose names and addresses are subscribed below and desirous of being formed into a Company in pursuance of this Memorandum of Association and we respectively agree to take the number of shares in the capital of the Company set opposite to our respective names.

SL. No	Names, Addresses, Descriptions Occupations of the subscribers	No. of Equity Shares taken by each subscriber	Signature of the Subscribers	Name, address, Occupation and Signature of Witness
1. 2.	CAMP AT:- OCC: CAMP AT:- OCC:- TOTAL	100 (……..)         100 (……….)	sign            photo sign photo	I witness to subscribers, who have subscribed and signed in my presence, further I have verified their identity details for their verification and satisfied myself of their identification particulars as filled in.
		NNNNN (SDFDJFJDJ)

ated this the ……….. day of …………….   2015 at ……………………,. ………………., India

ARTICLES OF ASSOCIATION

OF

XYZ PRIVATE LIMITED

(Company Limited by shares)

(Incorporated Under the Companies Act, 2013)

INTERPRETATION

1.                               (A)Unless the context otherwise requires, words or expressions contained in      these Articles shall bear the same meaning as in the Act or any statutory modification thereof in force at the date at which the Articles become binding on the Company.

(B)The regulations contained in Table ‘F’ in the First Schedule to the Act so far as the same may be applicable to private limited as defined in the Act, shall apply to this Company except in respect of specific Provisions contained herein.

DEFINITIONS

2.          In these presents:

      'Act' means the Companies Act, 2013 and includes where the context so admits any re-enactment or statutory modification thereof for the time being in force.

'Articles' mean the Articles of Association as adopted or as from time to time altered by Special Resolution.

       'Board of Directors' or the 'Board' means the directors assembled at a meeting duly called and constituted.

       'Company' means “XYZ  PRIVATE LIMITED”.

            'Dividend' includes interim dividend.

'Member' means person whose name is entered in the Register of Members as holding any     share either solely or jointly.

'Month' means the English Calendar month.

'Office' means the registered office of the Company.

'Person' includes a proxy holder or member appointed as an attorney duly constituted under a power of attorney.

      'Seal' means the Common Seal of the Company and includes the facsimile of the Common Seal authorised by these presents to be used in any place not situated in India.

 'In writing' or 'written' include printing, lithography and other modes of representing or reproducing words in a visible form.

PRIVATE COMPANY

3.       Company is a private company within the meaning of Section 2(68) under the Companies Act, 2013 having a minimum paid up share capital of Rupees 1,00,000/- (Rupees one lakh only) or such higher paid up share capital as may be prescribed, and which by its articles:-

(i)                   Restricts the right to transfer its shares herein after provided.

(ii)     The number of members of the Company (exclusive of the persons who are in the employment of the 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 not exceed Two Hundred, but where two or more persons hold one or more shares in the Company jointly, they shall for the purpose of these Articles be treated as a single member.

(iii)   Prohibits any invitation to the public to subscribe for any securities of the Company.

SHARE CAPITAL

               

4.  The Authorized Share Capital of the Company is as specified in clause V of Memorandum of Association payable in the manner as may be determined by the Directors, from time to time, with power to increase, reduce , subdivide or to repay the same or divide the same into several classes and to attach thereto any rights and to consolidate or subdivide or reorganize the shares, subject to the provisions of the Act, to vary such rights as may be determined in accordance with the regulations of the Company.

5.  The Board may allot and issue shares in the capital of the company as payment or part payment for any property sold or transferred, goods, or machinery supplied (including goodwill of any business), or for services rendered to the company in or about the conduct of its business, and shares which may be allotted and may be issued as fully paid up shares, and if so issued shall be deemed to be fully paid up shares.

5.  The Company may, subject to provisions section 54 of Companies Act, 2013,  issue equity shares of the class already issued, in the form of Sweat Equity Shares, to its Directors, Whole-time Employees, as fully paid or at discount or for consideration other than cash for providing know-how or making available rights in the nature of intellectual property rights or for value additions provided and to issue ESOP(Employee Stock Option Scheme) as decided by the Board of Directors of the Company from time to time.

6.  The shares shall be under the control of the Board of Directors who may allot or otherwise dispose of the same or any of them to such persons, in such proportion and on such terms and conditions, and at par or at premium or at discount (subject to the provisions of the Act) as they may from time to time think proper. Shares may be allotted to two or more persons jointly.

7.  Where two or more persons are registered as the holders of any shares the following provisions shall apply:

a) Any notice shall be considered sufficiently given to all the joint members if given to the one whose name stands first on the register in respect of shares held jointly.

b) Any one of such joint-holders may give effectual receipts and discharges for dividend or other sum or benefit including any return of capital in respect of shares held jointly.

c) Upon the death of a joint-holder, the survivor or survivors shall be the only person or persons recognised by the Company as having any title to or interest in the shares and the Directors may require such proof to be given of the death, as they shall think fit.

8.       The Directors may with the sanction of the Company by ordinary resolution in a general meeting, increase the Authorised share capital by such sum, to be divided into shares of such amount and with such rights and privileges attached thereto as the resolution passed thereat sanctions. 

9.       The new shares shall be subject to the same provisions with reference to the payment of calls, lien, transfer, transmission, forfeiture and otherwise as the shares in the original share capital and except as otherwise provided by the conditions of the issue, they shall be considered as part of the original share capital.

10.   The company may, subject to provisions of the Act, consolidate all or any of its share capital into shares of larger amount than its existing shares.

11.   The Company may, subject to provisions of the Act, sub-divide its shares or any of them into shares of smaller amount than is fixed by the memorandum, so however, that in the sub-division, the proportion between the amount paid and the amount, if any, unpaid on each reduced share shall be the same as it was in the case of the share from which the reduced share is derived. 

12.   The Company may, subject to provisions of the Act, cancel shares which, at the date of the passing of such resolution, have not been taken or agreed to be taken by any person and diminish the amount of its share capital by the amount of shares so cancelled, so however that the cancellation of shares shall not be deemed to be a reduction of share capital within the meaning of the Act. 

13.   The Company may by special resolution and subject to confirmation by Court/Tribunal reduce its share capital in any way, and in particular without prejudice to the generally of the foregoing power may

a)                  Extinguish or reduce the liability on any of the shares in respect of share capital not paid up; or

b)                 Either with or without extinguishing or reducing liability on any of its shares,

i.      cancel any paid-up share capital which is lost or its unrepresented by available assets; or

ii.    pay off paid up share capital which is in excess of the wants of the Company and alter is memorandum by reducing the amount of its share capital and of its share accordingly;

c)                  The Company shall file with the Registrar a copy of such resolution within thirty days of passing of the resolution.

14.   The Company may by special resolution vary the rights attached to the shares or any class of shares therein subject to the written consent of the holders of not less than three-fourths in value of the issued shares of that class, sanctioned by a resolution passed at a separate meeting of the holders of those shares and subject to any order passed by the Court on objection, if any, raised against such variation in due course of law.  The directors shall forward a copy of the order of the Court, if any, in this behalf to the Registrar within thirty days of service of the said order on the Company.

15.   Every member shall be entitled free of charge to one certificate for all the shares of each class registered in his name.  Every certificate shall specify the name of the person in whose favour the certificate is issued, the shares to which it relates and the amount paid up thereon.  Every share certificate shall be issued under the Seal of the Company, which shall be affixed in the presence of two directors, and the both shall sign such certificate.  Particulars of every share certificate issued shall be entered in the Register maintained in such form as the Board may prescribe, against the name of the person to whom it has been issued indicating the date of issue.  Unless the conditions of issue of any shares otherwise provide, the Company shall within three months after the date of allotment and on surrender to the Company of the letter of allotment, deliver the certificate of shares.  The share certificate shall be delivered to the member or in respect of any share held jointly by several persons to one of the several joint holders, which shall be sufficient delivery to all such holders.

16.   If any certificate of any share be surrendered to the Company for a sub-division or consolidation or if any certificate be defaced, torn or worn out or where the cages in the reverse for recording transfers have been duly utilised, then upon surrender thereof to the Company, the Board may order the same to be cancelled and may issue a new certificate in lieu thereof.

TRANSFER OF SHARES

17.  Subject to the restrictions of these Articles, shares shall be transferable, but every transfer must be in writing in prescribed form and must be left at the office, accompanied by the certificate of the shares to be transferred and such other evidence (if any) as the Board may require to prove the title of the intending transferor or his right to transfer the share.

18.  Save as aforesaid the following shall apply to the transfer of shares:

a) A member of the Company may transfer a share to his lineal descendent; but save as aforesaid, no share shall be transferred to a person who is not a member of the Company so long as any one is willing to purchase the same at the fair value as hereinafter provided;

b) The member proposing to transfer any shares (hereinafter called the proposing transferor) shall give notice in writing (hereinafter called a transfer notice) to the Company that he/she desires to transfer the same.

c) Within the period of seven days from the receipt of a transfer notice as aforesaid, the Company shall offer to each of the existing members of the Company respectively such number of shares included in the notice as is pro-rata or as nearly as may be to the holding of each member respectively on the footing that if he/she is desirous to purchase any or all of such number of the said shares at the value within fifteen days of the offer be entitled to apply for the purchase and transfer of the same and the Company shall be bound upon payment to the transferor of the fair value of such shares, to transfer the shares to the member applying.

d) In case member or members shall not have applied for the purchase and transfer of any or all of the shares to which he/she is entitled, the Company shall within seven days from the date at which the offer is closed, offer the untaken shares to such of the members as have applied for the purchase and transfer of all of the share to which they were entitled by the terms of the original offer in proportion as the holding of each of such members bear to the total number of shares held by them and they shall be entitled within fifteen days of the offer to apply for the purchase and transfer of a prorata number of the said untaken shares and the Company shall be bound upon payment to the transferor of the fair value of such shares, to transfer the shares to the members applying.

e) The proposing transferor shall be bound to execute a transfer in respect of any shares so sold and in default thereof, shall be deemed to have executed such a transfer.  The Company shall thereupon cause the names of the members who have purchased the shares to be entered in the Register as the holders of such shares and thereafter any person shall not question the validity of the proceedings.

f) In case no member shall apply for any of the shares included in the transfer notice or in case any are untaken after compliance with the foregoing provisions of this Article, the intending transferor shall have the right (which right shall endure for the period of one year from the date of transfer notice) to apply for registration of the transfer of the same and the Company shall be bound to give effect to the transfer of such shares accordingly;

g) For the purpose of this clause, the fair value of the share shall be such sum, if any, as the statutory auditors, for the time being of the Company, shall certify as the fair value thereof provided that it is expressly declared that the fair value shall be (i) the amount of capital paid-up thereon; plus (ii) a sum bearing the same proportion to the value as appearing in the Company’s last balance sheet or any reserve fund or other fund of the Company as the capital paid up on all the shares of the company for the time being issued.

19. If the Company refuses to register the transfer of any share or transmission of any right therein, the Company shall within two months from the date on which the instrument of share transfer or the intimation of transmission and the transferor or to the person giving intimation of the transmission, as the case may be and thereupon the provisions of Section 58 of the Act, or of any statutory modification thereof for the time being shall apply.

TRANSMISSION OF SHARES

20. Neither the Company nor the Directors shall be liable or responsible in any manner whatsoever in consequence of register or giving effect to any transfer of shares made or purporting to be made by an apparent legal owner thereof (as shown or appearing in the register of members) to the prejudice of persons having or claiming any equitable right, title or interest to or in the same shares notwithstanding that the Company may have had notice of such equitable right, title or interest, or notice prohibiting registration of such transfer, and may have entered such notice, or referred thereto in any book of the Company and the Company shall not be bound or required to regard or to attend or to give effect to any notice which may have been, given to it any equitable right, title or interest or be under any liability whatsoever for refusing or neglecting so to do, though it may have been entered or referred to in some book of the Company, but the Company shall nevertheless be at liberty to regard and attend to any such notice and give effect thereto, if the Directors shall so think fit.

ALTERATIONS IN SHARES AND CAPITAL

21. 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 part of the original capital and shall be subject to the provisions herein contained with reference to the payment of calls and installments, transfer and transmission, forfeiture, lien, voting, surrender and otherwise.

22. The rights conferred upon the holders of the shares of any class issued with preferential or other rights shall not unless otherwise expressly provided by the terms of issue of the shares of that class be deemed to be varied by the creation or issue of further shares ranking pari- passu therewith.

GENERAL MEETING

23. In pursuance to provisions of the Act,   following provisions shall apply:

a) An Annual General Meeting of the Company may be called by giving not less Twenty one days clear notice in writing. All other General Meeting may be convened by giving not less than Twenty one days clear notice in writing. However, Annual General Meeting or any other General Meeting may be called after giving shorter notice if the consent is given in writing or through electronic mode by not less than Ninety-five percent of members entitled to vote such meeting.

b) No person shall be appointed a proxy unless and until he/she is a member of the Company and the instrument appointing a proxy shall be valid if it is received by the Company at least 48 hours before the meeting.

c) No member shall exercise any voting right in respect of any shares registered in his/her name on which any calls or other sums presently payable by him/her have not been paid, or in regard to which the Company has exercised any right or lien.

d) Two members present in person shall constitute a valid quorum for a General Meeting.

BOARD OF DIRECTORS

24. Until otherwise determined by a General Meeting and subject to Section 149of the Act, the number of Directors shall not be less than two or more than fifteen, including all kinds of Directors. Among the directors one shall be elected by the Board as chairman of the Board meetings.

25. The first Directors of the Company are:

1.      MR. ABC

2.      MR.ABCD

26. No share qualification shall be necessary for any individual, being appointed as a Director in the Company.

27. The Company shall, subject to the provisions of the Act, be entitled to agree with any Government, authority, person, firm or corporation that it or he/she shall have the right to appoint its or his/her nominee on the Board upon such terms and conditions as the Company may prescribe.  Such nominee and its or his/her successor in office shall be called as Nominee Director of the Company.

28. A Nominee Director shall be entitled to hold office until retired by the Government, authority, person, firm, Institution or corporation who may have appointed him and will not be bound to retire by rotation.  As and when a Nominee Director vacates his office, whether upon retirement as aforesaid or by death, resignation or otherwise, the Government, authority, person, firm, Institution or corporation who appointed such Nominee Director may appoint another Director in his place.

29. Every nomination, appointment or removal of a Nominee Director shall be in writing and shall in the case of a Government or authority be under the hand of a secretary to such Government or authority and in the case of a corporation, under the hand of a Director of such corporation duly authorised in that behalf by a resolution of its Board of Directors.  Subject as aforesaid, a Nominee Director shall be entitled to the same privileges and be subject to the same obligations as any Director of the Company.

30. The Board may appoint an alternate Director to any Director to act on behalf of him during his absence for a period of not less than three months from India.  Such appointee while he holds office as an alternate Director shall be entitled to notice of meetings of the Board and to attend and vote thereat accordingly but he shall ipso facto vacate office when the original Director returns to India.

31.  Subject to the provisions of the Act, the Board of Directors may, from time to time, appoint any individual/individuals as Additional Director/Directors to the Board, but so that the total number of Directors at any time shall not exceed number fixed by these Articles.  The Additional Director/Directors so appointed shall hold office till the conclusion of the ensuing Annual General Meeting wherein they shall be eligible to be appointed as Director/Directors of the Company.

32.  Any vacancy arising amongst the Board of Directors due to death or resignation shall be treated as a casual vacancy.  The Board of Directors shall appoint any other individual as a Director to fill in the causal vacancy so raised.  The Director so appointed shall hold office till the time up to which the Director, in whose place he has been appointed, would have held office if it had not been vacated by him.

33. No Director shall be liable to retire by rotation and a Director shall hold office till he is removed from the office of the Director under Section 169 of the Act or vacates his office under Section 167 of the Act or tenders his resignation to the Board of Directors.

  

REMUNERATION OF DIRECTORS

34. Until otherwise determined by a General Meeting each or any Director shall receive out of the funds of the Company by way of remuneration or special or extra remuneration or Commission, such sum as the Board may fix from time to time.

35. If any Director be called upon to perform extra services or special exertions or efforts (which expressions shall include work done by a Director as a member of any Committee formed by the Directors) the Board may arrange with such Directors for such special remuneration for such extra service or special exertions or efforts. The Board of directors shall also be eligible for sitting fee of a sum as may be determined by the Board from time to time.

36. The Board may allow and pay to any Director, who is not a bonafide resident of the place at which a meeting of the Board is held and who shall come to such meetings; such sum as the Board may consider fair compensation or for travelling, boarding, lodging and other expenses, in addition to his fee for attending such meeting as above specified, and if any Director shall be called upon to go out on the Company’s business he shall be entitled to be paid and reimbursed any travelling or other expenses incurred in connection with the business of the Company.

37. The Board may, subject to provisions of the act, from time to time appoint one or more among them as a Managing Director(s) or whole time director(s) of the Company for such period and upon such terms as they think fit and may vest in such Managing director(s) or whole time director(s) such of the powers herby vest in the directors generally as they may think fit such powers may be made exercisable for such periods and upon such conditions and subject to such restrictions and generally upon such terms as to remuneration and otherwise as they may determine. The remuneration of managing director(s) or whole time director(s) may be by way of salary or commission or participation in profits or by any or all of these modes.

38. The Managing Director/ whole time director shall, subject to the general supervision of the Board, have power and authority on behalf of the Company to make all purchases and sales and to enter into all contracts and to do all other things usual, necessary or desirable in the management of the business and affairs of the Company or in carrying out its objects and in particular shall have power to advance money on the security, movable or immovable and generally make advance of such sum or sums of money upon or in respect of or for the purchases of materials, goods, machinery, stores or any other property, articles and things required for the purpose of the Company with or without security and upon terms and subject to such conditions as the Company may deem expedient. However, the consent of the board should be taken in all the above cases either before or after exercise of such powers.

MEETINGS OF THE BOARD OF DIRECTORS

39. Subject to the provisions of Section 173 of the Act, Every Company shall hold the first meeting of the Board of Directors within thirty days of the date of incorporation and thereafter hold a minimum number of four meetings of its Board of Directors every year in such a manner that not more than one hundred and twenty days shall intervene between two consecutive meetings of the Board. 

40. All the decisions, which are to be taken in the meeting of the Board of Directors, shall be supported by a valid resolution passed at a duly constituted meeting of the Board of Directors.  No such resolution is said to have been passed until and unless consented by majority of the Directors present at the meeting.

41. Subject to the provisions of Section 174 of the Act, the quorum for the meeting of the Board of Directors shall be one-third of its total strength or two Directors whichever is higher and the participation of the directors by video conferencing or by other audio visual means shall also be counted for the purposes of the quorum.

                                

POWERS AND DUTIES OF DIRECTORS

42. The powers and responsibilities of the Directors of the Company shall be laid down in the Act and in Table “F” thereof except in so far as they stand modified by these Articles.

43. The Directors may enter into any contract or incur any obligation and vary all such contracts and obligations and execute and do all such acts, deeds and things in the name and on behalf of the Company as they may consider expedient in respect of any matter which under these presents or in accordance with the law the Directors may carry out or perform or do for the purpose of the Company.

44. The Board of Directors may from time to time raise or borrow any sums of money for and on behalf of the Company from members, other individuals, firms, companies, banks, financial institutions or any other bodies or they themselves may advance money to the Company on such terms and conditions as may be approved by them in a meeting of the Board of Directors.

45. The Board of Directors may, from time to time, on approval in a meeting of Board of Directors, secure the payment of such moneys borrowed in such manner and upon such terms and conditions as they think fit and in particular by issue of debentures of the Company or by creating mortgage or charge on all or any part of the assets, properties and uncalled capital of the Company for the time being.

ACCOUNTS AND AUDIT

46. The Company shall cause to be kept proper books of account at the Registered Office and/or at such other place/places, as the Directors think fit in accordance with Section 128 of the Act.

47. The Auditor of the Company shall be appointed and their remuneration shall be fixed, their rights and duties and liabilities shall be regulated, their qualification and disqualification shall be in accordance with provisions of Section 139 to 147 of the Act.

DIVIDENDS AND RESERVES

48. The Company in General Meeting may declare dividend and no such dividends shall exceed the amount recommended by the Directors.

49. The Board of Directors may from time to time pay to the member’s interim dividend as appear to the Directors to be justified by the profits of the Company.

50. The Board of Directors may before recommending any dividend set aside out of the profits of the Company such sum as they think fit as reserve/reserves which shall be at the discretion of the Board be applicable for any purpose to which the profits of the company be properly applied including provision for meeting contingencies or for equalising dividends and pending such application may at the discretion either be employed in their business of the Company or be invested in such investments other than shares of the Company as the Board may from time to time think fit.

CAPITALISATION OF PROFITS

51. The Company in a general meeting may, upon the recommendation of the Board resolve:

i) That it is desirable to capitalise any part of the amount for the time being standing to the credit of any of the Company’s reserve accounts or to the credit of profit and loss account or share premium account or otherwise available for distribution; and

ii) That such sum is accordingly set free for distribution in the manner specified in clause (2) of Article 53 amongst the members who would have been entitled thereto, if distributed by way of dividend and in the same proportions.

52. The sum aforesaid shall not be paid in cash but shall be applied, subject to the provisions contained in clause (3) of Article 53 either in or towards:

i) Paying up any amounts for the time being unpaid on any shares held by such members respectively;

ii) Paying up in full, unissued shares or debentures of the Company to be allotted and distributed, credited as fully paid up, to and amongst such members in the proportions aforesaid; or

iii) Partly in the way specified in sub-clause (i) and partly in that specified in sub-clause (ii).

53. A share premium account and a capital redemption reserve fund may, for the purposes of this regulation, only be applied in paying up of unissued shares to be issued to members of the Company as fully paid bonus shares.

1) Whenever such a resolution as aforesaid shall have been passed, the Board shall:

Make all appropriations and applications of the undivided profits resolved to be capitalised thereby and all allotments and issues of fully paid shares or debentures, if any; and generally do all acts and things required to give effect thereto.

2) The Board shall have full power:

To make such provision, by the issue of fractional certificates or by payment in cash or otherwise as it thinks fit, in the case of shares or debentures, becoming distributable in fractions; and also to authorise any person to enter, on behalf of all the members entitled thereto, into an agreement with the Company providing for the allotment to them respectively, credited as fully paid up, of any further shares or debentures to which they may be entitled upon such capitalisation or for the payment of by the Company on their behalf, by application thereto of respective proportion of the profits resolved to be capitalised, of the amounts or any part of the amounts remaining unpaid on the existing shares.

3) Any agreement made under such authority shall be effective and binding on all such members.

SEAL

54. The Board shall provide for the safe custody of the seal which shall not be affixed to any instrument except by the authority or a resolution of the Board and except in the presence of at least one Director who shall be countersigned by another Director, Secretary or some other person appointed by the Board.

55. Save as otherwise expressly provided by the Act a document or proceeding requiring authentication by the Company may be signed by a Director or the Manager or the Secretary or other authorised officer of the Company and need not be under its company seal.

INDEMNITY

56. Subject to the provisions of the Act, Every officer of the Company shall be indemnified out of the assets of the Company against any liability incurred by him in defending any proceedings, whether civil or criminal, in which judgment is given in his favour or in which he is acquitted or in which relief is granted to him by the court or the Tribunal.

SECRECY

57. Every Director, Manager, Auditor, Treasurer, Trustee, Member of a Committee, Officer, servant, agent, accountant or other person employed in the business of the Company shall, if so required by the Board, before entering upon the duties, sign a declaration, pledging himself to observe a strict secrecy respecting all transactions and affairs of the Company with its customers and the state of the accounts with individuals and in matters relating thereto, and shall by such declaration, pledge himself not to reveal any of the matters which may come to his knowledge in the discharge of his duties except when required so to do by the board or by laws or by the person to whom such matters relate and except so far as may be necessary in order to comply with any of the provisions in these presents contained.

58. No member shall be entitled, except to the extent expressly permitted by the Act or these Articles, to enter upon the property of the Company or to require discovery of or any information respecting any detail of the Company’s trading or any matter which is or may be in the nature of a trade secret, mystery 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 be inexpedient in the interest of the members of the Company to communicate to the public.

WINDING UP

59. a) Subject to the provisions of the Act, if the Company shall be wound up whether voluntarily or otherwise the liquidator may with the sanction of a special resolution divide among the contributors in specie or kind 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 or any of them as liquidator, with the like sanction, shall deem fit.

b) If thought expedient, any such division may be otherwise than in accordance with the legal rights of the contributors (except where unalterably fixed by the Memorandum of Association) and in particular any class may be given  (subject to the provisions of the Act) preferential or special rights or may be excluded altogether or in part, but in case any division otherwise than in accordance with the legal rights of the contributors shall be determined on any contributory who would be prejudiced thereby shall have the rights, if any, to dissent if such right be given by the Act.

c) In case any of the shares to be divided, as aforesaid, in case a liability to calls or otherwise any person entitled under such division to any of the said shares may, within ten days after the passing of the resolution, by notice in writing direct the liquidator to sell his proportion and pay him the net proceeds, and the liquidator shall if practicable, act accordingly.

SL. No.	Names, Father’s name, Addresses, Descriptions Occupations of the subscribers	Signature of the Subscribers	Name, address, Occupation and Signature of Witness
1.  2.		photo                  sign            photo                 sign	I witness to subscribers, who have subscribed and signed in my presence, further I have verified their identity details for their verification and satisfied myself of their identification particulars as filled in.

Dated this the ……… day of ……………..   2015 at ………………………. …………………………, India