term paper adish

TERM PAPER

OF

FORMATION OF COMPANY

COMPANY DEALING IN ALTERNATIVE POWER SUPPLY GENERATION

SYSTEMS

SUBMITTED TO

Mr. Raman Deep Deol

Faculty of LIM

SUBMITTED BY

Adish Jain

Roll No.-B40

MBA 1st Sem.

Section-C

Regd. No.-10905517

CORPORATE & BUSINESS LAW

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INTRODUCTION

A company is an association of a number of persons, formed for some common purpose and registered according to the law relating to companies. Section 3(1)(i) of the Companies Act, 1956 states that a company means, “a company formed and registered under this Act or an existing company”.

According to Lord Justice Lindley, “By a company is meant an association of many persons who contribute money or money’s worth to a common stock and employ it for a common purpose. The common stock so contributed is denoted in money and is the capital of the company. The person who contribute it or to whom it belongs are members. The proportion of capital to which each member is entitled is his share”.

A company, formed and registered 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 succession and a common seal.

OBJECTIVE OF THIS PAPER

The objective of this paper is to grasp, assimilate and comprehend the application of the Corporate Business Law being practiced and its impact on day to day operations of the Business in respect of the Contract act.

In this paper we will discuss how to start a new public bank limited company hypothetically specifying its name, registration procedure in detail, the objectives, and legal formalities of the forming a company. According to the nature of the business, we will also have to make an offer and enter into different contracts with any 2 other groups through invitation following all the essential elements as stipulated under the contract act 1872.

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THE ESSENTIAL STEPS FOR THE FORMATION OF A COMPANYBefore a company can be formed the following steps must be taken:

1. The Memo and the Article must be prepared. These two documents must be filed when the application is made for the registration and incorporation of the company. The Companies Act lays down rules regarding the preparation of the memorandum. Schedule I to the Act of 1956 contains four model forms for use in different cases.

2. If it is proposed to have a paid up capital of more than Rs 3 crores, sanction of the central Government must be obtained under the capital issue (Control) Act, 1956.

3. If the company to be formed intends to participate in an industry which is included in the scheduled annexed to the industries (Development and Regulation) Act, 1951, a license must be obtained under the Act.

4. The company must be registered in accordance with the provision of the companies Act , 1956 and a certificate of incorporation must be obtained.

5. The prospectus or the statement in lieu of prospectus must be issued and registered with the registrar.

6. The minimum subscription must be raised and therefore the allotment of shares must be made.

7. The certificate for the commencement of business must be obtained from the Registrar.

PROCEDURE OF REGISTRATIONFor the registration of a company, the following documents, together with the

necessary fees, must be submitted to the registrar of companies of the state in which the registered office of the company will be situated-Sec 33.

1. Memorandum of Association, prepared in accordance with provision of the Companies Act, and signed by the least 7 persons in the case of public companies and 2 persons in the case of private companies.

2. The Articles of Association, in case of unlimited companies, companies limited by guarantee and private companies limited by shares.

3. A declaration by any of the following persons, stating that all the requirements of the act have been compiled with an advocate, an attorney a pleader, a chartered

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accountant, or a person named in the articles as director, manager, or secretary of the company.

4. The duly signed list of persons have consented to be directors of the company, their consent in writing and the signed agreement with every such director to take the number of shares required to qualify as directors of the company. These are not required in the case of private companies and the companies not having a share capital.

5. The registration fees of a company is 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 will register the company and issue a certificate called the Certificate of Incorporation.

FORMATION OF THE COMPANY

Formation of company Alternate Power Generation Power supply generation system

For the forming a company for Alternate Power Generation Power supply generation system following documents has to submit to Magistrate of Company.

Name of the company1. RATAB Alternate Power Generation LTD2. RATAB LTD3. RATAB India LTD4. RATAB Gandhi LTD5. RATAB Bharat LTD6. RATAB Nehru LTD

Memorandum Of Association Article Of Association Form 1A

FORM NO. 1A

Registration No. of Company 123456. Nominal Capital : Rs. 100 Crore.

THE COMPANIES ACT, 1956

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Declaration of compliance with the requirements of the Companies Act, 1956 on application for registration of a company

[Pursuant to section 33(2)]

Name of Company Ratab Alternate Power Generation Limited

Presented by ..Mr. Santosh Kumar, Mr. Adish Jain, Mr. Rakesh Verma, Mr. Vipul Verma

I, ., of do solemnly and sincerely

Declare that I am Santosh Kumar who is engaged in the formation of the company, or a person

Named 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 there under in respect of matters precedent to the registration of the said company and incidental thereto have been complied with.

And make this solemn declaration conscientiously believing the same to be true.

Date 4/12/2009

Place Phagwara Signature

Witness

Designation

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1. An advocate of the Supreme Court of the ...................... High Court, an attorney or a pleader entitled to appear before the ........................... High Court or a chartered accountant practising in India.

2. State whether director, manager / secretary /advocate/ chartered account.

Memorandum of Association

Name Clause: Company is registered by RATAB Alternate Power Generation LTD

Registered office Clause: Company Registered office is at Model Town, Phagwara

Object Clause: main objects: Manufacturing Alternate Power Generation system Area of operation: Punjab, Haryana, Jammu and Kashmir, New Delhi,Himachal

Pardesh

Liability Clause: Limited by Share Capital Clause: Rs 1000, 000,000(Rupees One Hundred Crore Only.)

ARTICLES OF ASSOCIATION

RATAB Alternate Power Generation LIMITED (PUBLIC COMPANY LIMITED BY SHARES) (As Amended up to November 2009)ARTICLE 1. In the interpretation of these Articles, the following expressions shall have the following meanings, unless there be in the subject or context anything inconsistentor repugnant thereto: The Act or the said Act(a) “The Act” or “the said Act” means “ The Companies Act, 1956”, as amended from time to time.

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( c) “The Articles” means these Articles of Association as originally framed and as amended from time to time.(d) “The Board” or the “Board of Directors” means a meeting of the Directors duly called and constituted or as the case may be, the Directors assembled at a Board, or the requisite number of Directors entitled to pass a circular resolution in accordance with the Act.(e) “Capital” means the Share Capital for the time being raised or authorised to be raised for the purpose of the Company.(f) “The Chairman” means the Chairman of the Board of Directors for the time being of the Company. (g) “Company” or “This Company” means RATAB Power Corporation of India Limited.(h) “Directors” means the Directors for the time being of the Company and includes persons occupying the position of directors by whatever name called or as thecase may be, Directors assembled at a Board Meeting. (i) “Dividend” includes bonus shares.(j) “Executor” or “Administrator” means a person who has obtained probate or letters of Administration, as the case may be, from some competent court.(k) Words imparting masculine gender shall be deemed to include the feminine gender. (l) “Government” means the “Central Government” in the Department of Atomic Energy or any other Department or Wing of the Central Government.(m) “Government Corporation” means (i) a corporation established by the government under any law in force for the time being and (ii) a Government company as defined in the Act.(n) The marginal notes in an Article shall not affect the construction of the Article.Month (o) “Month” means a calendar month.(p) “The Office” means the Registered Office for the time being of the Company.(q) Words imparting the singular number shall also be deemed to include plural number and vice- versa.ARTICLE 2. The Regulations contained in Table “A” of the First Schedule to the Act, shall not apply to the Company, except in so far as the same are repeated, or containedin, or expressly made applicable, by these Articles or by the Act.Company to be governed by these Articles.ARTICLE 3. The Regulations for the management of the Company and for the observance of the members thereof and their representatives shall, subject to any exercise of thestatutory powers of the Company in reference to the repeal or alteration of or addition to its Regulations by Resolution, as prescribed or permitted by the Act, besuch as are contained in these Articles. Company’s shares not to be purchased by the Company.ARTICLE 4. No part of the funds of the Company shall be employed directly or indirectly in the purchase of or in loans upon the security of the Company’s shares.CAPITAL AND SHARES ARTICLE 5. The authorized Share Capital of the Company isRs.100,00,00,000/-(Rupees Hundred Crores) divided into 10,00,000(Ten Lakh)Equity Shares of Rs. 1000/-(Rupees One Thousand) each. Power to increase share capital.

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ARTICLE 6. Subject to the approval of the President and subject to the provisions of the Act, the Board may, from time to time, with the sanction of the Company in a general meeting, increase the share capital by such sum to be divided into shares of such amount as the resolutionshall prescribe.Reduction of Capital.ARTICLE 7. Subject to the provisions of Sections 100 to 104 of the Act and such directions as may be issued by the President in this behalf, the Company may, from time to time, by special resolution, reduce its capital by paying off capital or cancelling capital which has beenlost or is unrepresented by available assets, or is superfluous, by reducing the liability on the shares or otherwise as may be expedient and capital may be paid off upon the footing that it may be called up again or otherwise and the Board may, subject to the provisionsof the Act, accept surrender of the shares. Sub-division and consolidation of shares.ARTICLE 8. Subject to the approval of the President, the Company in a general meeting may from time to time, sub-divide or consolidate its shares or any of them and exerciseany of the other powers conferred by section 94 of the Act and shall file with the Registrar of Companies such notice of exercise of any such powers as may be required by the Act.Alteration ofrights ofholders ofshares.ARTICLE 9. If at any time, the capital of the Company, by reason of the issue of preference shares or otherwise, is divided into different classes of shares, all or any of the rightsattached to the shares of each class may, subject to the provisions of Section 106 and 107 of the Act, be varied with the consent in writing of the holders of at least three- fourths of the issued shares of that class or with the sanction of a special resolution passed at a separatemeeting of the holders of issued shares of that class and all the provisions hereinafter contained as to general meetings shall, mutatis mutandis, apply to every such meeting.SHARE ALLOTMENT, FORFEITURE, ETC.Allotment of shares.ARTICLE 10. Subject to the provisions of these articles and the Act and the directions of the President, the shares shall be under the control of the Board of Directors, who may allot or dispose of the same, or any of them, to such persons who apply for it in writing, upon such termsand conditions and at such times, as the Board may think fit. The Stamp duty on shares shall be paid by the allot tee , who applies for allotment of the shares.Installments or calls on shares to be duly paid.ARTICLE 11. If by the conditions of allotment of any shares, the whole or part of the amount or issue price thereof shall be payable by installment. Every such installment,

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when due and called, shall be paid to the Company by the person who, for the time being, shall be the registered holder of the shares or by his executor or administrator.

Liability of joint-holders of shares.ARTICLE 12. The joint holders of a share shall be severally as well as jointly liable for payment of all the installments due and calls made in respect of such shares.Who may be registered.ARTICLE 13. Shares may be registered in the name of any person, company or other body corporate. Not more than four persons can be registered as joint holders of any share.Right of Member or Debentureholders to Certificates.

ARTICLE 14. Every person whose name is entered as a member in the register or as debenture/bond ho lder shall, without payment, be entitled to a certificate under the Common Seal of the Company specifying the share or shares or bonds/debentures held by him and the amount paid thereon. In respect of a share or bond/debenture held jointly by several persons, the Company shall not be bound to issue more than one certificate and delivery of a certificate for a share or bond/debenture to one of the several joint holders shall be sufficient delivery to all.The bond/debenture certificates shall be issued in marketable lots and if requested, shall be split into marketable lots within two months from the date they are lodged with the Company.Issue of new share certificate in place of worn out, defaced, lost or destroyed.ARTICLE 15 . If a share certificate is defaced, lost, decrepit, worn out or destroyed, it may be renewed in accordance with the Companies (Issue of Share Certificates) Rules, 1960, framed under the Act without payment of fee and on such terms, if any, as to evidence and indemnity and the payment of out-of-pocket expenses incurred by the Company in investigating such evidence as the Board may think fit.On what condition new shares may be issuedARTICLE 16 . Subject to such directions as may be issued by the President in this behalf, new shares shall be issued upon such terms and conditions and with such rights and privileges annexed thereto as the general meeting resolving upon the creation whereof shall direct and if no direction be given, as the Board shall determine.New shares how to be disposed ofARTICLE 19. The new shares, up to the amount of the authorized capital, as originally prescribed or as a consequence of increase in capital as aforesaid, may be issued or disposed of in accordance with the provisions of Article. However, subject to the directions of the President, the new shares may be offered to the members in proportion to the existing shares held by each member and such offer shall be made by notice specifying the number of shares to which the member is entitled and limiting the time within which the offer, if not accepted, will be deemed to be declined and after the expiration of such time or on receipt of an intimation from the member to whom such notice is given that he declines to accept the shares offered, theBoard may dispose of the same in such manner as they think most beneficial to the Company.

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ARTICLE 20. The Company shall keep books, to be called the ‘Register of Transfers’ and therein shall be fairly and distinctly entered particulars of every transfer or transmission of any share or debentures/bonds.BORROWING POWERS ARTICLE 21. Subject to the approval of the President and the provisions of Sections 58A, 292 and 293(1)(d) of the Act, the Board may by means of a resolution passed at a meeting of the Board from time to time, borrow from national and international financial institutions/banks or from the public or from government corporations on terms and conditions deemed appropriate and/or secure the repayment of any sum or sums of money borrowed for the purpose of the Company, provided that no approval of the president would be necessary for borrowing from banks, public sector financial institutions or from government corporations for the purpose of meeting working capital requirements on the hypothecation of the Company’s current assets or otherwise. In particular, the Board may borrow money by issue of bonds, perpetual or redeemable debentures/bonds against any mortgage, charge or other security on the property of the Company including the uncalled capital of the Company for the time being.MEMBERS’ MEETINGSARTICLE 22 Annual General MeetingAnnual General Meeting of the company may be convened subject to Section 166 and Section 210 of the Act by giving not less than 21 days notice in writing. Subject to the provisions of Section 171 (2) a meeting may be convened after giving a shorter notice.

Extra ordinary General MeetingThe Board may, whenever it thinks fit, call an Extraordinary General Meeting and it shall do so upon a requisition in writing by any Member or Members holding in the aggregate not less than one tenth of such of the paid-up capital; as at that date carried the right of voting in regard to the matter in respect of which the requisition has been made.

Quorum at General Meeting: Five members present in person shall be a quorum for a General Meeting. A body corporate being a member shall be deemed to be personally present if it is represented in accordance with Section 187 of the Act. If, at the expiration of half an hour from the time appointed for holding a meeting of the Company, a quorum shall not be present, the meeting it convened by or upon the requisition of Members, shall stand dissolved, but in any other case the meeting shall stand adjourned to the same day in the next week or if that day is a public holiday until the next succeeding day which is not a public holiday at the same time and place or to such other day at such other time and place within the city or town in which the Office of the Company is situate as the Board may determine, and if at such adjourned meeting a quorum is not present at the expiration of half an hour from the time appointed for holding the meeting, the Members present shall be a quorum, and may transact, the business for which the meeting was called. The Chairman (if any) of the Directors shall be entitled to take the chair at every General Meeting, whether Annual or Extraordinary. If there be no such Chairman of the Directors, or if at any meeting he shall not be present within fifteen minutes of the time

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appointed for holding such meeting then the members present shall elect another Director as Chairman and if no Director be present or if all Directors present decline to take the Chair, then the members present shall elect one of their members to be the Chairman.

Question at General Meeting how decided At any General Meeting a resolution put to the vote of the meeting shall be decided on a show of hands unless a poll is (before or on the declaration of the result of the show of hands) demanded by a member or members present in person or by proxy and holding shares in the Company

Number of votes to which member entitledSubject to the provisions of these Articles and without prejudice to any special privileges or restrictions as to voting for the time being attached to any class of shares for the time being forming part of the capital of the Company, every member, not disqualified by the last preceding Article shall be entitled to be present and to speak and vote at such meeting, and on a show of hands every member present in person shall have one vote and upon a poll the voting rights of every member whether present in person or by proxy, shall be in proportion to his share of the paid-up equity capital of the Company.

DIRECTORSNumber of DirectorsUntil otherwise determined by the company in a General Meeting and subject to the provisions of Section 252 of the Act, the number of directors (excluding Debenture Directors and Directors appointed under Article 111 hereof and Alternate Directors) shall not be less than three nor more than Eighteen. The Board may appoint, from time to time, one or more of their members to be the Managing Director or JointManaging Director or Wholetime Director or Deputy Managing Director or Manager of the Company on such terms and on such remuneration whether by way of salary or commission, or partly in one and partly in another as they may think fit

Appointment of special DirectorsOn behalf of the Company, whenever Directors enter into a contract with any Government, Central, State or Local, any Bank or Financial institution or any person or persons (hereinafter referred to as “the appointer”) for borrowing any money or for providing any guarantee or security or for technical collaboration or assistance or for underwriting or entering into any other arrangement whatsoever the Directors shall have, subject to the provisions of Section 255 of the Act, the power to agree that such appointer shall have right to appoint or nominate by notice in writing addressed to the Company one or more Directors on the Board for such period and upon such conditions as may be mentioned in the agreement and that such Director or Directors may not be liable to retire by rotation nor be required to hold any qualification shares. The Directors may also agree that any such Director or Directors may be removed from time to time by the appointer entitled to appoint or nominate them and the appointer may appoint another or others in his or their place and also fill in any vacancy which may occur as a

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result of any such Director or Directors ceasing to hold that office for any reason whatsoever. The Directors appointed or nominated under this Article shall be entitled to exercise and enjoy all or any of the rights and privileges exercised and enjoyed by the Directors of the Company including payment of remuneration and travelling expenses to such Director or Directors as may be agreed by the Company with the appointer.

Removal of Directors:The Company may (subject to the provisions of Section 284 of the Act) remove any Director before the expiration of his period of office and appoint another person in his stead. PROCEEDINGS OF THE BOARD OF DIRECTORS

Meeting of DirectorsThe Directors may meet together as a Board for the dispatch of business from time to time and shall so meet at least once in every three calendar months and at least four such meetings shall be held in every year. The Directors may adjourn and otherwise regulate their meetings as they may think fit.

Notice of Board Meetings Notice of every meeting of the Board shall be given in writing to every Director for the time being in India and at his address in India to every other Director.

QuorumSubject to Section 287 of the Act, the quorum for a meeting of the Board shall be one-third of its total strength(excluding Directors, if any, whose places may be vacant at the time. and any fraction contained in that one-third being rounded off as one), or two Directors whichever is higher. Provided that where at any time the number of interested Directors exceeds or is equal to two- thirds of the total strength, the number of the remaining Directors, that is to say, the number of the Directors who are not interested present at the meeting being not less than two, shall be the quorum during such meeting.

Powers of Directors The business of the Company shall be managed by the Board of Directors, who may exercise all such powers of the Company and do all such acts and things as are not, by the Act, or any other Act or by the Memorandum or by the Articles of the Company required to be exercised by the Company in General Meeting, subject nevertheless to the Regulations of these Articles to the provisions of the Act, or any other Act and to such Regulations being not inconsistent with the aforesaid Regulations or provisions as may be prescribed by the Company in General Meeting but no Regulation made by the Company in General Meeting shall invalidate any prior act of the Board which would have been valid if that Regulation had not been made.

Division of profits

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The profits of the Company, subject to any special rights relating thereto created or authorised to be created by these Articles, shall be divisible among the Members in proportion to the amount of capital paid-up or credited as paid-up and to the period during the year for which the capital is paid-up on the shares held by them respectively.

The Company in general meeting may declare dividendsSubject to the provisions of Section 205 of the Companies Act, 1956 the Company in General Meeting may declare dividends, to be paid to its Members according to their respective rights but no dividends shall exceed the amount recommended by the Board, but the Company in General Meeting may declare a smaller dividend.

Interim DividendThe Board may, from time to time, pay to the members such interim dividend as in their judgement the position of the Company justifies.

Capital paid-up in advance carrying interest not to earn dividendWhere capital is paid in advance of calls, such capital may carry interest but shall not be in respect thereof confer a right to dividend or participate in profits.

Dividend to be paid pro-rataSubject to the rights of persons, if any, entitled to shares with special rights as to dividends, all dividends shall be declared and paid according to the amounts paid or credited as paid on the shares in respect whereof dividend is paid.

Retention of Dividends until completion of transfer under Article 62The Board may retain the dividends payable upon shares in respect of which any person is, under Article 62 entitled to become a Member, which any person under that Article is entitled to transfer, until such person shall become a member in respect of such shares or shall duly transfer the same.

Board ReportThere shall be attached to every such balance sheet a report of the Board as to the state of the Company’s affairs and as to the amounts, if any, which it proposes to carry to any reserves in such balance sheet and the amount, if any, which it recommends should be paid by way of dividend; and material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the financial year of the company to which the balance sheet relates and the date of the report. The Board’s report shall so far as is material for the appreciation of the state of the Company’s affairs by its members and will not in the Board’s opinion be harmful to the business of the company or any of its subsidiaries, deal with any changes which have occurred during the financial year in the nature of the Company’s business, in the Company’s subsidiaries or in the nature of the business carried on by them and generally in the classes of business in which the company has an interest and any other information as may be required by Section 217 of the Act. The Board shall also give the fullest information and explanations in its report aforesaid or in an addendum to that

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report, on every reservation, qualification or adverse remark contained in the auditor’s report. The Board’s report and any addendum thereto shall be signed by its Chairman if he is authorized in that behalf by the Board; and when he is not so authorised, shall be signed by not less than two Directors.

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WINDING UPDistribution of AssetsThe Liquidator on any winding up (whether voluntary and supervision or compulsory) may with the sanction of a Special Resolution, but subject to the rights attached to any preference share capital, divide among the contributories in specie 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, as the liquidator, with the like sanction shall think fit.

The Seal of the Company. (a) The Board of Directors shall provide a Common Seal for the Company and shall have power from time to time to destroy the same and substitute a new Seal in lieu thereof. The Board of Directors shall provide for the safe custody of the Seal.Affixation of Seal. (b) The Seal of the Company shall not be affixed to any instrument except by the authority of a resolution of the Board or of a Committee of the Board authorized by it in that behalf and except in the presence of atleast two Directors and of the Secretary or such other person(s) as the Board may appoint for the purpose, and those two Directors or such other person(s) as aforesaid shall sign every instrument to which the Seal of the Company is so affixed in their presence. The Director(s) may however, sign a share or bond/debenture certificate by affixing his/their signature(s) thereon by means of a machine, equipment or other mechanical means such as engraving in metal or lithography, but not by means of a rubber stamp, provided that such Director(s) shall be responsible for the safe custody of such machine, equipment or other metal used for the purpose.

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REGISTRATION WITH THE REGISTRAR OF COMPANIES TO GET THE BANK INCORPORATED

1. SELECTION OF A NAME:We have to select, in order of preference, at least one suitable name upto

a maximum of six names, indicative of the main objects of the company. The following are the names which we want to name our bank:

1. RATAB Alternate Power Generation LTD2. RATAB LTD3. RATAB India LTD4. RATAB Gandhi LTD5. RATAB Bharat LTD6. RATAB Nehru LTD

We have to ensure that the name does not resemble the name of any other already registered bank or company and also does not violate the provisions of emblems and names (Prevention of Improper Use Act, 1950) by availing the services of checking name availability on the portal.

2. APPLICATION OF THE NAME:

We have to apply to the concerned RoC to ascertain the availability of name in eForm1 A [Pursuant to sections 20 and 21 of the Companies Act, 1956] by logging in to the portal. A fee of Rs. 500/- has to be paid alongside and the digital signature of the applicant proposing the company has to be attached in the form. If proposed name is not available, the user has apply for a fresh name on the same application. Form 1A is attached and filled.

3. GRANTING OF THE NAME BY THE R.O.C.:

The first name, i.e. RATAB Alternate Power Generation LTD is assumed to have been selected and the letter of incorporation has been received.

4. FILLING OF THE FORM TO GET THE COMPANY REGISTERED:

The form is filled giving the following information:

A. The application is for incorporating of a new company, RATAB Alternate Power Generation LTD.

B. The proposed company is a Public company.C. The Category of the Proposed company is a

company limited by shares.D. The company is having Share Capital.

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E. The state will be registered in the state of Meghalaya.

F. The number of promoters is 7.G. The main object of the company is Banking.H. Proposed authorized capital is Rs 100,00,00,000

(One Hundred Crore Only)

Along with the form we have to arrange for the drafting of the memorandum and articles of association by the solicitors, vetting of the same by RoC and printing of the same. The memorandum and article must be arranged for stamping of the memorandum and articles with the appropriate stamp duty.

We have to get the Memorandum and the Articles signed by at least two subscribers in own hand, father's name, occupation, address and the number of shares subscribed for and witnessed by at least one person.

We have to ensure that the Memorandum and Article is dated on a date after the date of stamping.

Login to the portal and fill the following forms and attach the mandatory documents listed in the eForm

Declaration of compliance - Form-1Notice of situation of registered office of the company - Form-18. Particulars of the Director's, Manager or Secretary - Form-32.

We have to submit the following eForms after attaching the digital signature, pay the requisite filing and registration fees and send the physical copy of Memorandum and Article of Association to the RoC

After processing of the Form is complete and Corporate Identity is generated obtain Certificate of Incorporation from RoC.

ADDITIONAL STEPS TO BE TAKEN FOR FORMATION OF A PUBLIC LIMITED COMPANY:

To obtain Commencement of Business Certificate after incorporation of the company the public company has to make following compliance

File a declaration in eForm 20 and attach the statement in lieu of the prospectus(schedule III) OR

File a declaration in eForm 19 and attach the prospectus (Schedule II) to it.

Obtain the Certificate of Commencement of Business.

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RERGISTRAR OF COMPANIES

CERTIFICATE OF COMMENCEMENT OF BUSINESS

This is to certify that The RATAB Alternate Power Generation LTD filed for incorporation was granted on the 30th November 2009. This proved that the company has performed all the requirements and fulfilled the legal procedures of the incorporation of the company and all the documents were found legal and satisfactory. From this day forward the company is capable of undertaking its normal business operation.

Signed

Registrar of Company

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PROSPECTUS

The RATAB Alternate Power Generation LTD, a company with its authorized capital of 100 crore Rupees, head office in Phagwara, and planning to operate in the major states of India especially in the urban area not only to big cities but also upcoming and growing cities of different states, to provide finance to the growing urban population of the economy and also to inspire people to save their money for a higher rate of interest.

This prospectus is an invitation to the public, whoever wants to invest in the company in the forms of shares. The share of the company is at a very reasonable price of only Rs 10.00 (Ten Rupees only) per share, in which everyone can easily invest in it. The Company is selling its shares at a low price mainly to inspire people to invest, and with a view to make people more aware especially the lower income group to invest in the shares of the company.

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FORM NO. 18

Registration No. of the Company Nominal Capital: Rs


Notice of the situation/change of situation of registered office

[pursuant to section 146]

Name of the company

Notice is hereby given that ----

1. (a) the registered office of the company is situated .with effect from

[date](b) the situation of the registered office of the company of was changed from

to with effect form . [date]

2. Situation of registered office falls under the jurisdiction of (name of the police station).* Dated this Day of 19

Signature

Name

(In Block Capitals)

Designation

*State address of nearest police station with district and tehsil.

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FORM NO 29

Registration No. of Company ........................ Nominal Capital Rs. ...................................


Consent to act as director of a company and/or undertaking to take and pay for qualification shares

[pursuant to section 264(2)/266(I)(a) and 266(1)(b)(iii)]

Name of company .............................................. Limited ..........................................

Presented by ..................................................................................................................

To the Registrar of Companies .......................................................................

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 father’s names

Address Occupation

Date of birth

Nationality Signature

1 2 3 4 5 6

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Signature ..............................

Designation ...........................

Dated the ........................... day of .................... 19

Notes: (1) Delete the portion not applicable.

(2) If a director signs through his agent authorised in writing, the authority must be produced before the Registrar.

(3) In case of undertaking to take and pay for qualification shares, the from should be accompanied by the necessary stamp duty.

FORM NO. 32

Registration No. of Company .......................... Nominal Capital Rs. ...................................


Particulars of appointment of directors and manager and changes among them

[Pursuant to section 303(2)]

Name of Company ......................................... Presented by ...............................................

Note : --- 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

Father’s/ husband’s

Usual residential

Nationality Date of appointmen

Brief particulars

21

surname in full

name address t or change of changes

1 2 3 4 5 6

Notes: (1) A note of changes should be made in column 6 e.g. by inserting against the name of new director, etc. the words “in place of ........................ and by indicating against the name of the former 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 managership and secretaryship.

Name or names and surname in full

Father’s/ husband’s name

Usual residential address

Nationality Date of appointment or change

Brief particulars of changes

22

AGREEMENT

LETTER OF OFFER

This is the letter offer for the SRS Electrical Goods for the dealing of complete Electrical Goods (Fan, Tube, A.C., wire) for the completion of the company. The RATAB Alternate Power Generation LTD want to a agreement with you worth Rs. 1,00,000,00. If your company are agree then please give us a letter of acceptance.

Adish jain Saurabh Vinaik

Managing Director Managing Director

RATAB Alternate Power Generation SRS Electrical Goods Ltd.

23

LETTER OF ACCEPTANCE

This letter issues for RATAB Alternate Power Generation LTD for the acceptance of the agrrement dealing letter for the Rs.1,00,000,00 by SRS Electrical Goods Ltd. Company.

The agreement declears to the deal in once time for the use of all materials of electrical goods for the completion of the RATAB Alternate Power Generation Ltd.

Saurabh Vinaik Adish Jain


SRS Electrical Goods Ltd. RATAB Alternate Power Generation

24

AGREEMENT LETTER

This is the agreement letter for the both companies RATAB Alternate Power Generation LTD and SRS Electrical Goods Ltd. for the duration of the completion for the company RATAB Alternate Power Generation Ltd. by the company SRS Electrical Goods Ltd.

So both company are agree to this agreement that SRS Electrical Goods Ltd. will give the electrical goods for the completion of the company.

Adish Jain Saurabh Vinaik


RATAB Alternate Power Generation Ltd. SRS Electrical Goods Ltd.

25

term paper adish

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