Secretarial practice

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WEL COME

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A PRESENTATION ON-

FORMATION OF A COMPANY AND PROCEDURE THEREOF

IN PRACTICE

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PRESENTATION BY……..

VAIBHAV S ARWADE

PAVANKUMAR K KULKARNI

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CONTENTS IN BRIEF

INCORPORATION OF

THE COMPANY

COMMENCEMENT OF BUSINESS

LISTING AND

OTHER REQUIREM

ENTS

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INCORPORATION OF COMPANY

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PROVISIONS OF LAW

SELECTION OF TYPE OFCOMPANYDIRECTORS IDENTIFICATION NUMBERNAME AVAILABILITY LETTERPREPARATION OF MEMORANDUM OF ASSOCIATION

AND ARTICALS OF ASSOCIATIONFILING NECESSARY E-FORMS i.e. e-FORM No.1A, 1,

29,32,18 AND DIN FORMS

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SELECTION OF TYPE OF THE COMPANY

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

8TYPE OF COMPANY THAT WE INTEND TO CONSTITUTE

PUBLIC COMPANY LIMITED BY SHARES

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DIRECTORS IDENTIFICATION NUMBER

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.

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DIN Contd..

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.

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NAME AVAILABILITY LETTER

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.

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NAME AVAILABILITY LETTER CONTD…

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.

13PREPARATION OF MEMORANDUM OF ASSOCIATION

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

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PREPARATION OF ARTICLES OF ASSOCIATION

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

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NAME CLAUSE

THE NAME OF THE COMPANY IS PV TECH LIMITED

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SITUATION CLAUSE

THE REGISTERED OFFICE OF THE COMPANY IS SITUATED IN THE STATE OF KARNATAKA

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OBJECTS CLAUSE

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.

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CAPITAL CLAUSE

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

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LIABILITY CLAUSE

THE LIABILITY OF THE MEMBERS IS LIMITED.

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ASSOCIATION CLAUSE

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

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ASSOCIATION CLAUSE CONTD…

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.

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ARTICLES OF ASSOCIATION

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.

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FILING OF ESSENTIAL E-FORMS

AT THE STAGE OF INCORPORATION THE FOLLOWING E-FORMS PLAYS AN IMPORTANT ROLE:

e- FORM – 1 – STATUTORY DECLARATION e- FORM - 1A – NAME AVAILABILITY LETTERe- FORM – 29 – CONSENT TO ACT AS A DIRECTORe- FORM – 32 – PARTICULARS OF DIRECTORSe- FORM - 18 – NOTICE OF REGISTERED ADDRESS(FILING OF ALL OF THESE DOCUMENTS IS SHOWN

PRACICALLY)

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CERTIFICATE OF INCORPORATION

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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COMMENCEMENT OF BUSINESS

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ISSUE OF PROSPECTUS AND RECEIPT OF APPLICATION MONEY

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.

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PRIMARY MARKET

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ALLOTMENT OF SHARES

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.

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COMMENCEMENT OF BUSINESS

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.

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CALLS ON SHARES

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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SECONDARY MARKET

STOCKBROKERS

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LISTING AND OTHER REQUIREMENTS

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Listing of securities

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.

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Depository

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.

DEPOSITORY

NSDL

CDSL

38NATIONAL SECURITIES DEPOSITARY LIMITED

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.

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CENTRAL DEPOSITORY SERVISES LIMITED

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.

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Availing the services of depository

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.

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DEMAT

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

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DO YOU WANT TO OPEN DEMAT A/C ?

PAN CARDADRESS PROOFPP SIZE PHOTOGRAPHS(MIN 3)CANCELLED CHEQUEINVESTMENT CHEQUELATEST BANK ACCOUNT STATEMENT. COMPLETELY FILLED APPLICATION FORM.OTHER REQUIREMENTS.

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THANK YOU FOR

YOUR TIME