Secretarial practice

useful for companysecretaryship

1. WEL COME 1

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

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

4. CONTENTS IN BRIEF 4

5. INCORPORATION OF COMPANY 5

6. PROVISIONS OF LAW 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 6

7. 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 7

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

9. 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. 9

10. 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. 10

11. 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. 11

12. 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. 12

13. PREPARATION OF MEMORANDUM OF ASSOCIATION MEMORANDUM OF ASSOCIATION IS CONSIDERED AS THE CONSTITUTION OF THE COMPANY. CONTENTS OF MOA: NAME CLAUSE SITUATION CLAUSE OBJECTS CLAUSE CAPITAL CLAUSE LIABILITY CLAUSE ASSOCIATION CLAUSE 13

14. 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. 14

15. MEMORANDUM OF ASSOCIATION OF OUR COMPANY 15

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

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

18. 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. 18

19. 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 19

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

21. 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 21

22. 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 22 WITNESS SANJEEV E SIGNED.

23. 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. 23

24. 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 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) 24

25. 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) 25

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27. COMMENCEMENT OF BUSINESS 27

28. 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. 28

29. PRIMARY MARKET 29

30. ALLOTMENT OF SHARES 30 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 31 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 32 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 34 STOCK BROKERS

35. LISTING AND OTHER REQUIREMENTS 35

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

37. 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. 37

38. NATIONAL SECURITIES DEPOSITARY LIMITED T he 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. 38

39. CENTRAL DEPOSITORY SERVISES LIMITED 39 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 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. 40

41. 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 41

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

43. 43 THANK YOU FOR YOUR TIME