useful for companysecretaryship

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WEL COME

2. A PRESENTATION ON-
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FORMATION OF A COMPANY
AND PROCEDURE THEREOF
IN PRACTICE

3. PRESENTATION BY……..
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 VAIBHAV S ARWADE
PAVANKUMAR K KULKARNI

4. CONTENTS IN BRIEF
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5. INCORPORATION OF COMPANY
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6. PROVISIONS OF LAW
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 SELECTION OF TYPE OFCOMPANY
 DIRECTORS IDENTIFICATION NUMBER
 NAME AVAILABILITY LETTER
 PREPARATION OF MEMORANDUM OF ASSOCIATION AND
ARTICALS OF ASSOCIATION
 FILING NECESSARY E-FORMS i.e. e-FORM No.1A, 1,
29,32,18 AND DIN FORMS

7. SELECTION OF TYPE OF THE COMPANY
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 BEFORE INCORPORATION OF COMPANY THE
PROMOTERS’ FIRST DUTY IS TO SELECT THE TYPE OF
THE COMPANY.
 FOLLOWING ARE THE TYPES OF COMPANY AVAILABLE
FOR SELECTION:
1. PUBLIC COMPANY
2. PRIVATE COMPANY
3. PRODUCER COMPANY

8. TYPE OF COMPANY THAT WE INTEND TO CONSTITUTE
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PUBLIC COMPANY LIMITED BY SHARES

9. DIRECTORS IDENTIFICATION NUMBER
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 Companies (Amendment) Act, 2006 introduced this concept
 DIN to be obtained by all existing directors and every other
person, intending to become director.
 DIN is to be allotted by Central Government within ONE month
from the receipt of application of allotment of DIN.
 Individuals prohibited to apply, obtain or possess more than
one DIN.
 Every Existing director to intimate his DIN to the company or
all the companies wherein he is a director, within ONE month
of receipt of DIN.

10. DIN Contd..
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 Intimation of DIN, to the Registrar or any other officer or other
specified authority by every company, within ONE week
 Intimation to be given in prescribed form and manner.
 DIN to be quoted by every person or company while furnishing
any return, information or particulars required to be furnished
under the Act.

11. NAME AVAILABILITY LETTER
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 PROMOTER, IN e-FORM 1A, IN ADDITION TO FIVE OTHER
NAMES IN THE ORDER OF THEIR IMPORTANCE SHALL
GIVE ONE MAIN NAME TO THE REGISTRAR OF
COMPANIES.
 WITHIN SEVEN DAYS OF RECEIPT OF APPLICATION, THE
REGISTRAR SHALL INFORM THE AVAILABILITY OF NAME
IF IT IS AVAILABLE AND WITHIN TWO MONTHS OF THE
NAME AVAILED BY REGISTRAR THE PROMOTER SHALL
ADOPT THE AVAILED NAME.

12. NAME AVAILABILITY LETTER CONTD…
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 IF THE NAME IS UNDESIRABLE, THE REGISTRAR SHALL,
WITHIN THREE DAYS OF RECEIPT OF APPLICATION
REJECT THE SAME AND MAY CALL FOR REAPLLY WITH
NEW NAMES.
 FEE FOR NAME AVAILABILITY LETTER ID RUPEES FIVE
HUNDRED ONLY.

13. PREPARATION OF MEMORANDUM OF ASSOCIATION
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MEMORANDUM OF ASSOCIATION IS CONSIDERED AS THE
CONSTITUTION OF THE COMPANY.
CONTENTS OF MOA:
(i) NAME CLAUSE
(ii) SITUATION CLAUSE
(iii) OBJECTS CLAUSE
(iv) CAPITAL CLAUSE
(v) LIABILITY CLAUSE
(vi) ASSOCIATION CLAUSE

14. PREPARATION OF ARTICLES OF ASSOCIATION
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AOA IS A STATEMENT WHICH STATES THE RULES AND
REGULATTIONS OF THE COMPANY.
IT GIVES AUTHORITY TO THE OFFICERS OF THE
COMPANY TO DO OR NOT TO DO SOMETHING IN THE
INTEREST OF THE COMPANY.
EXCEPT PUBLIC COMPANY LIMITED BY SHARES, ALL
OTHER COMPANIES REQUIRED TO HAVE THEIR OWN
ARTICLES.
PUBLIC COMPANY LIMITED BY SHARES MAY ADOPT TABLE
– A AS ITS ARTICLES.

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MEMORANDUM OF ASSOCIATION
OF
OUR COMPANY

16. NAME CLAUSE
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 THE NAME OF THE COMPANY IS PV TECH LIMITED

17. SITUATION CLAUSE
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 THE REGISTERED OFFICE OF THE COMPANY IS
SITUATED IN THE STATE OF KARNATAKA

18. OBJECTS CLAUSE
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MAIN OBJECTS:
TO REPLACE THE NEW TECHNOLOGY BY OLD
TECHNOLOGY.
TO MANUFACTURE ECO-FRIENDLY MACHINERIES.
OTHER OBJECTS:
TO DIVERSIFY THE BUSINESS IN THE AREAS OF
EDUCATION, INFRASTRUCTURE, INFORMATION
TECHNOLOGY, BIO-TECHNOLOGY ETC.

19. CAPITAL CLAUSE
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 THE NOMINAL CAPITAL OF THE COMPANY SHALL BE
RUPEES FIVE THOUSAND CRORES DIVIDED INTO FIVE
HUNDRED CRORE EQUITY SHARES OF RUPEES TEN
EACH

20. LIABILITY CLAUSE
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 THE LIABILITY OF THE MEMBERS IS LIMITED.

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

22. ASSOCIATION CLAUSE CONTD…
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NAMES OF MEMBERS OCCUPATION SIGNATURE
B.B.BIRADAR PROFESSOR SIGNED
SUNIL B PROFESSOR SIGNED
CHETANKUMAR M PROFESSOR SIGNED
PAVANKUMAR K STUDENT SIGNED
VAIBHAV A STUDENT SIGNED
A B SINGH MERCHANT SIGNED
C D CHINGCHUK MERCHANT SIGNED
WITNESS
SANJEEV E SIGNED.

23. ARTICLES OF ASSOCIATION
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 PESUANT TO SECTION 26 OF COMPANIES ACT,1956
PUBLIC COMPANY LIMITED BY SHARES MAY PREPARE
ITS ARTICLES. AND AS PER SECTION 28, IT CAN ADOPT
ANY OR ALL OF THE REGULATIONS OF TABLE -A AS ITS
ARTICLES.
 AS OUR COMPANY IS A PUBLIC COMPANY LIMITED BY
SHARES, WE, THE PROMOTERS HAVE DECIDED TO
ADOPT TABLE – A AS OUR ARTICLES OF ASSOCIATION.

24. FILING OF ESSENTIAL E-FORMS
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 AT THE STAGE OF INCORPORATION THE FOLLOWING E-
FORMS PLAYS AN IMPORTANT ROLE:
e- FORM – 1 – STATUTORY DECLARATION
e- FORM - 1A – NAME AVAILABILITY LETTER
e- FORM – 29 – CONSENT TO ACT AS A DIRECTOR
e- FORM – 32 – PARTICULARS OF DIRECTORS
e- FORM - 18 – NOTICE OF REGISTERED ADDRESS
(FILING OF ALL OF THESE DOCUMENTS IS SHOWN
PRACICALLY)

25. CERTIFICATE OF INCORPORATION
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 WHEN ALL THE PROCEDURES GUIDED IN THE ACT ARE
COMPLIED WITH AND THE REGISTRAR OF COMPANIES
IS SATISFIED WITH THIS REGARD, HE SHALL ISSUE A
CERTIFICATE OF INCORPOATION.
 THIS CERTIFICATE OF INCORPORATION IS A
CONCLUSIVE EVIDENCE.
(Ref. – Moosa v. Ebrahim)

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27. COMMENCEMENT OF BUSINESS
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28. ISSUE OF PROSPECTUS AND RECEIPT OF APPLICATION MONEY
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 THIS IS ALSO CALLED AS INITIAL PUBLIC OFFER.
 IT IS THE LARGEST SOURCE OF FUNDS WITH LONG
OR INDEFINITE MATURITY FOR THE COMPANY.
 HERE COMPANY WILL ISSUE ITS SHARES TO THE
PUBLIC FOR SUBSCRIPTION.
 RECEIPTS OF APPLICATIONS FROM THE PUBLIC
SHALL REMAIN OPEN FOR FIVE DAYS FROM THE
DATE OF APPLICATION.
 THIS THIS IS MADE IN PRIMARY MARKET.

29. PRIMARY MARKET
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30. ALLOTMENT OF SHARES
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 WHEN COMPANY ACCEPTS THE APPLICATIONS FROM
THE PUBLIC, IT WILL ISSUE THE SHARES TO THEM IN A
SYSTEMATIC MANNER WHICH IS CALLED AS
ALLOTMENT OF SHARES.
 ALLOTMENT SHALL BE MADE ONLY AFTER THE EXPIRY
OF FIVE DAYS FROM THE DATE OF DATE OF ISSUE OF
PROSPECTUS.

31. COMMENCEMENT OF BUSINESS
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 PRIVATE COMPANYOR A COMPANY HAVING NO SHARE
CAPITAL MAY COMMENCE BUSINESS IMMEDIATELY
AFTER IT IS INCORPORATED.
 A PUBLIC COMPANY MUST OBTAIN CERTIFICATE OF
COMMENCEMENT OF BUSINESS TO COMMENCE ITS
BUSINESS.
 FOR THIS PURPOSE IT HAS TO COMPLY WITH THE
PROVISIONS OF SEC-149.

32. CALLS ON SHARES
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 AFTER ALLOTMENT OF SHARES IF THE SHRES ARE NOT
FULLY CALLED UP BY THE COMPANY, IT CAN,
WHENEVER AMOUNT IS REQUIRED OR AT THE TIME OF
WINDING UP OF THE COMPANY WHICHEVER IS EARLIER,
GO FOR CALLS ON SHARES TO MAKE IT FULLY PAID UP.

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34. SECONDARY MARKET
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LISTING AND OTHER
REQUIREMENTS

36. Listing of securities
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Listing means a process of enlisting of securities on a
recognized stock exchange. so that –
a) The securities of a company will be dealt on stock
exchange.
b) Official quotation for purchase and sale of securities is
available to prospective investors.

37. Depository
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A depository can be compared to a bank. A depository holds
securities ( like shares, debentures, bonds, Government
securities, units etc) of investors in electronic form. Besides
holding securities, a depository also provides services related
to transaction in securities.
NSDL
DEPOSITORY
CDSL

38. NATIONAL SECURITIES DEPOSITARY LIMITED
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The share holders of National Securities Depository
Limited (NSDL) are Industrial development Bank of India,
Unit Trust of India, National stock Exchange of India, State
Bank of India, HDFC Bank, Dena Bank, Canara Bank,
HSBC Ltd. All the share holders of NSDL are users of NSDL
depository facilities.

39. CENTRAL DEPOSITORY SERVISES LIMITED
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 A Depository facilitates holding of securities in the electronic
form and enables securities transactions to be processed by
book entry by a Depository Participant (DP), who as an agent
of the depository, offers depository services to investors.
 CDSL was promoted by Bombay Stock Exchange Limited
(BSE) jointly with leading banks such as State Bank of India,
Bank of India, Bank of Baroda, HDFC Bank, Standard
Chartered Bank, Union Bank of India and Centurion Bank.

40. Availing the services of depository
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 A depository interfaces with the investors through its agents
called Depository Participants (DPs).
 This is similar to opening an account with any branch of a bank in
order to utilize the bank’s services.
 If an investor wants to avail the services offered by the depository,
the investor has to open an account with the DP.

41. DEMAT
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 Dematerilisation
 Converting physical securities in electronic form.
 To transact the shares of any company opening of DEMAT
account in any registered stock broker is essential

42. DO YOU WANT TO OPEN DEMAT A/C ?
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 PAN CARD
 ADRESS PROOF
 PP SIZE PHOTOGRAPHS(MIN 3)
 CANCELLED CHEQUE
 INVESTMENT CHEQUE
 LATEST BANK ACCOUNT STATEMENT.
 COMPLETELY FILLED APPLICATION FORM.
 OTHER REQUIREMENTS.

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