ashu law term ppr

8/8/2019 Ashu Law Term Ppr

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Annexure

Homework Title / No. : Formation of a consultancy services company in

energy conservation Course Code : _MGT518

Course Instructor: Mrs. Sukhpreet Kaur Course Tutor(if applicable) :

_____________

Date of Allotment : _____________________ Date of submission :5/12/09

Students Roll No B(43) Section No. : S1901

Declaration:

I declare that this assignment is my individual work. I have not copied

from any other students work or from any other source except where due

acknowledgment is made explicitly in the text, nor has any part been

written for me by another person.

Students SignatureAshutosh Kr Singh

Evaluators comments:

___________________________________________________________

__________

Marks obtained : ___________ out of ______________________

Content of Homework should start from this page only:


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TERM PAPer ON

Corporate and Business law

Topic:-Formation of Consultancy company in India

Submitted to:-

Mrs.sukhpreet kaur

Submitted by:-

Ashutosh Kumar Singh

Roll no: - RS (1901) B-43

Registration no: - 10906151

MBA 193(LSM)


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First of allI would like to take this opportunity to express my gratitude

towards all those people who have helped me in the successful

completion of this term paper, directly or indirectly. I would also like to

express my sincere gratitude towards Mrs Sukhpreet kaur (my term

paper guide) for her guidance and help which she willingly provided at

every step of my term paper.

Finally, I would like to thank all my family and friends for their

encouragement, support and good wishes

ASHUTOSH KUMAR SINGH

ACKNOWLEDGEMENT


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Contents

Introduction of company. Types of companies formed in India.

consultancy company

Formation of a limited consultancy company.

Registration process of Consultancy Company.

Memorandum of association.

Article of association.

Certificate of incorporation.

Contracts

Future plans

Bibliography.


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Company-

A company, in broad sense, may mean an association of individuals

formed for some common purpose .but it is a voluntary association ofpersons. It has capital divisible in to parts, known as shares. At the same

time it is an artificial person created by a process of law. It has a

perpetual succession and a common seal. It exists only in contemplation

of law.

Characteristics of a company

Separate legal entity.

Limited liability. Perpetual succession.

Common seal.

Transferability of shares.

Separate property.

Capacity to sue.

Every company is established and registered under the companys

act 1956. Companys act of 1956 had set some rules for establishment of

both public and private companies. Generally companies are formed by

registering the Memorandum of association and Articles of Associationwith state resister of company of the state in which the main office is to beestablished.

Types of company formed in India

In India following types of Business entity are available

1. Private limited company

2. Public limited company

3. Unlimited company

4. Partnership

5. Sole proprietors

I want to establish a consultancy company in India. A consultancy

service provider company help to other corporate player to promote their

business. Firstly we have to know what actually a consultancy company

is.


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CONSULTANCY COMPANY:-Consultancy Company is a form of specialization in the marketing

research of high technology product in market. It will often high tech

manufacturers a reliable high quality alternative to in-house resources for

business development, market development on an international scale. It

provide high technology market research with expertise, they need to

develop a new product distribution channel and establishing a new

segment in new market and also suggest them how they can influence

individuals to purchase products or services and it also suggest that what

strategy should taken to provide better product or service to theconsumer. The main reason of successfulness of consultancy services is

excellence in fulfilling the promises completely confidential, reliable ,

trustworthy, expertise and information and developing visibility to

generates new business leads and they also leveraging from a single pool

of expertise into multiple revenue generation opportunities , retainer

consulting ,project consulting, market research, market research

published .

Formation of limited consultancy company in India-

A Public Limited consultancy Company is a Company limited by shares

in which there is no restriction on the maximum number of shareholders,

transfer of shares and acceptance of public deposits. The liability of each

shareholder is limited to the extent of the unpaid amount of the shares

face value and the premium thereon in respect of the shares held by him.

However, the liability of a Director / Manager of such a Company can attimes be unlimited. The minimum number of shareholder7.

Online company registration in India is a new aspect of Company

registration in India, which is also easy and comfortable. The online

facilities to get the company registration process, form and registration of

company name make person comfortable. The online company

registration process is very easy, fast and cheap within law. The online

company registration services also provide help and advice on starting

business development, corporate recovery, and financial planning

regarding to register a company in India.


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Registration of Consultancy Company

Company is a separate legal entity, which is registered under the

company act. Every country has different procedure of company

registration. Company registration India is registered under Companies

act 1956, which provides easy and effective procedures to register a

company in India. Incorporation of Company is yet another important

area of concern. The Companies Act of 1956 sets down rules and

regulations for the establishment of both public and private companies.

The most commonly used corporate form is the limited company,

unlimited companies being relatively uncommon.

Registration process

The Ministry of Corporate Affairs (MCA), Government of India, is the

main body which regulates and sets rules for ' Register a Company in

India'. The MCA main focus is on 'Administration of the Companies Act,

1956' and other Rules & Regulations drafted for corporate sector.

The Competition Act, 2002 to be replaced by Monopolies and

Restrictive Trade Practices Act, 1969.

Supervises over Institute of Chartered Accountants of India,

Institute of Company Secretaries of India and the Institute of Cost

and Works Accountants of India.

Carries out the functions of Partnership Act, 1932, the Companies

(Donations to National Funds) Act, 1951 and Societies Registration

Act, 1980.

Process for Registering a Company in India:


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Choose a maximum of six new names indicating main objects of

the company. Proper care for 'same or deceptively similar names'

should be followed.

Availability of name (s) can be made on eForm1 A by logging in to

the portal. A fee of Rs. 500/- has to be paid alongside and the

digital signature of the applicant.

After approval, registration of the new company can be filed on

forms (Form 1, 18 and 32) within six months of approval.

Draft memorandum and articles of association; get ratified, print

and stamped with appropriate stamp duty.

Get the Memorandum and the Articles signed by at least two

subscribers, provide details like father's name, occupation, address

and the number of shares subscribed for and get identified.

Memorandum and Article should bear date, later than stamp date.

Documents required to be executed for

incorporation

Following are the documents require for getting the certificate of

incorporation or registering the company with registrar...........

MOA and AOA are required which is to be executed by the promoters in

the presence ofa witness in stating their full name, father's name,

residential address, occupation, number of shares subscribed for, etc.


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1. Form No. 1 This is to be to be executed on a non-judicial stamp

paper of INR 20 by directors of the proposed company or by other

persons such as Advocates stating that all the requirements of the

incorporation have been complied with.

2. Form No. 18 - This form contains information about the registered

office of the proposed company.

3. Form No. 29 - This is a consent obtained from all the proposed

directors of the proposed company to act as directors of the

proposed company. (Not required in case of private company).

4. Form No. 32 - This form shows the fact of appointment of the

proposed directors as the board of directors.

5. Name approval letter in original.

6. Power of Attorney signed by all the subscribers of MOA

authorizing one of the subscribers or any other person to act on

their behalf for the purpose of incorporation and accepting the

certificate of incorporation.

7. Power of Attorney in case of a subscriber who has appointed

another person to sign the MOA on his behalf. Filing fees as may

be applicable.


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This form is filled for checking the availability of name

FORM 1A Application form for availability or change of

name

[Pursuant to sections 20 and 21of the Companies Act, 1956]

Note - All fields marked in*are to be mandatorily filled.

1.*Application for incorporating a new company changing the name

of an existing company

Part A : Availability of name

2(a).*Name of applicant Ashutosh kr Singh

(b)*Occupation Businessman(c).*Address Line I vill + post Surahi (Pindra) Dist.-

Varanasi

Line II U.P.

(d).*City Varanasi

(e).*State U.P.

(f).*Country INDIA

(g).*Pin code 221206

(h).*e-mail ID [email protected]

(i). Phone 05422627327(j). Fax 87454897593. Names of promoters

*(i) Name of promoter Ashutosh Kr Singh

*(ii) Name of promoterALok Viswakarma

*(iii) Name of promoter..Manik mahajan

4.*Name of the state in which the proposed company is to be

registered

U.P.5.*Name of the Registrar of Companies in which the proposed

company is to be registered.. Mr J. P. Singh

6.*State whether the proposed company is public or private Private

Public

7.* proposed name of company (at least 6 proposed names)

a. EXPERT CONSULTANCY

b. ASHU CONSULTANCY

c. JP CONSULTANCY

d. RAJPUT CONSULTANCY

e. SINGH CONSULTANCY


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f. STANDERD CONSULTANCY

After filling the application for availability of name ROC of companywill allot the name within three weeks of application

submission..

The ROC will check for the availability of name and inform the person

who has filled the application.

Name EXPERT CONSULTANCY is available and is allotted

This is to be to be executed on a non-judicial stamp paper of INR 20by directors of the proposed company or by other persons such as

Advocates stating that all the requirements of the incorporation have

been complied with.

FORM NO. 1

Registration No Of Company -1234 Nominal Capital-: Rs.100000000000crore THE COMPANIES ACT, 1956

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 ECS Limited/PrivateLimitedPresented by RAJPUT GroupI Ashutosh Kumar Singh. of RAJPUT Group do solemnly and

sincerely Declare that I am [1] Promoter 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 18-11-2009 Ashutosh Kr Singh

Place VARANASISignature


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Witness Mr Alok Verma Board director

Designation

This form contains information about the registered office of the

proposed company.

FORM NO. 18

Registration No. of the Company 1234 Nominal Capital: Rs100000000000crore

THE COMPANIES ACT, 1956

Notice of the situation/change of situation of registered office

[Pursuant to section 146]Name of the company ECS

Notice is hereby given that ----

1. (a) the registered office of the company is situated in

VARANASI .with effect from

[date ] 18.11.09

(b) the situation of the registered office of the company of was

changed from to with effect from [date]

2. Situation of registered office falls under the jurisdiction of

VARANASI(name of the police

station).*

Dated this 16 Day of Nov

2009

A K SINGH

Signature

Name

A. K.SING

H(In

Block

Capitals)

Chairman Designation

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


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This is a consent obtained from all the proposed directors of the

proposed company to act as directors of the proposed company.FORM NO 29

Registration No. of Company..1234............... Nominal CapitalRs. .....100000000000 crore.........

THE COMPANIES ACT, 1956

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 ECS...... Limited

Presented by....RAJPUT Group..................... To the Registrar ofCompanies......VARANASI................................................................

I, the undersigned, hereby testify my consent to act as director of

the...ECS 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

.....ECS...... Limited, also hereby undertake to take from the said

company and pay for ..5000..... shares of Rs.20...... 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

fathers

names

Address Occupatio

n

Date of

birth

Nationalit

y

Signature

1 2 3 4 5 6

ASHUTOSH

Kr SINGH

S/O JPSINGH

CANT

VARAN

ASI

Business

man

16-09-87 Indian AK

SINGH

Signature ...AK SINGH.........

Dated the ..........16..... day of ....nov................ 2009

Designation ..Chairman


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This form shows the fact of appointment of the proposed directors as

the board of directors

FORM NO. 32

Registration No. of Company..1234............. Nominal CapitalRs.100000000.......... THE COMPANIESACT, 1956

Particulars of appointment of directors and manager and changes

among them

[Pursuant to section 303(2)]

Name of Company..ECS................. Presented by .RAJPUTGroup..............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

surname in

full

Fathers/

husbands

name

Usual

residential

address

Nationalit

y

Date of

appointme

nt or

change

Brief

particulars

of changes

1 2 3 4 5 6

ALOK

VERMA

MR RK

VERMA

CANT

VARANA

SI

INDIAN

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


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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 manager ship and secretary ship.

Name or

names and

surname in

full

Fathers/

husbands

name

Usual

residential

address

Nationalit

y

Date of

appointme

nt or

change

Brief

particulars

of changes

1 2 3 4 5 6

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

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

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

Notes: (1) For the purposes of this form, particulars of a person

appointed as manager within the

meaning of section 2(24) of the Companies Act, 1956 need be

given.(2) A note of change as also the cause of change e,g, by death,

resignation, removal,

disqualification, etc. should be stated in column 6.

After filing all these things in application form it will be submitted before

the Registrar of company by paying nominal amount form firm and for

registration process of approval of company.


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c. C-23 COMPANIESFORM B[Section 5]

MEMORANDUM OF ASSOCIATION

1 The name of the company is _EXPERT CONSULTANCYSERVICES______________________________ , Limited (orLtd.)(Non-Personal Liability).2 The registered office of the company will be situated inVARANASI (U.p.)_______________________ .3 The objects for which the company is established are theprospecting for, locating,Acquiring, managing, developing, working and sellingmines, mineral claims and

Mining properties, and the winning, getting, treating,refining and marketing ofMinerals there from and the exercise of such powers asare incidental to or conducive to

The attainment of the above objects, that is to say:(Here set out the ancillary powers desired.)4 The liability of the members is limited, and no personalliability shall attach to anyMember.

5 The authorized capital of the company is Rs10000000000 crore_____________________ , dividedinto _______________ shares with a nominal or par value of

___________________ each.6 The company is (also) authorized to issue

_______________________ shares withoutNominal or par value, and the capital of the company shallwith respect to those sharesBe at least equal to the aggregate amount paid to thecompany on or for such of thoseShares as are issued, together with such amounts as mayfrom time to time be

Transferred by ordinary resolution to such capital.7 The maximum price or consideration at or for which theshares without nominal orPar value may be sold is

_________________________________ .WE, the several persons whose names and addresses aresubscribed, are desirous ofBeing formed into a company in pursuance of this


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memorandum of association,And we respectfully agree to take the number (and kind)(and class) of shares in

The company set opposite our respective names.

Number[And kind]Full names, addresses and occupations of subscribers [andclass]Of shares

Taken by eachSubscriber

Total sharestaken ..................................................................

______________Dated the day of _________________________ , 2009-12-05_______ .Witness to the above signatures: __Deepak Sharma,poonamverma______________________________________________(Full name, address and occupation.)(1) Omit paragraph 5 if all shares are without nominal orpar value, and

Paragraphs 6 and 7 if all shares have nominal or parvalue.If the shares are of both kinds, combine the paragraphs.

MEMORANDUM OF ASSOCIATION OF ECS Ltd.

It is a document of great importance in relation to the proposed company.

It contains the fundamental conditions upon which alone the company isallowed to be incorporated. It is the charter of the company and defines

its raison detre(i.e. reason for existence). It lays down the area ofoperation of the company. It also regulates the eternal affairs of the

company in relation to outsiders. Its purpose is to enable shareholders and

those who deal with the company to know what its permitted range of

enterprise is. It not only shows the object of the formation of the

company but also the utmost possible scope of it. It is as it were the area

beyond which the actions of the company cannot go, inside that area the

shareholders may make such regulations for their own governance s they

think fit.


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Essential steps to get the Memorandum of Association:

1. Name Clause: ECS Limited.

2. Registered office clause: 21, Basant Nagar, cant, Varanasi, U.P.

3. Objects Clause :

(a) Main object: Providing consultancy services related to

energy Conservation.

(b) Other objects: Providing Training and Consultancy to the

individual employees at higher level.

4. The Capital clause: 1, 00,00,00,00,000 (Rs. TEN thousands Crores

Only)

5. The liability clause: Limited by shares.

6. The association clause :

(a) Mr. Ashutosh Kr Singh ( Chairman & Promoter )

256, basnt nagar, cant Varanasi, up

Percentage of shares 51 %

(b)Miss. Priya agrawal (President)

21, Beach arcade, Juhu, Mumbai

Percentage of shares 11 %

(c)Mr. Manik Mahajan (Managing Director)

22, Jha Palace, Vasant Kunj, New DelhiPercentage of shares21 %

(d)Miss. Alka Rajput (Vice President)

19, South Extension II, New Delhi

Percentage of shares3 %

(e)Mr. Alok viswakarma (General Manager)

11, Kavi Nagar, GhaziabadPercentage of shares3%


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(f)Miss. Poonam verma (General Manager-Personal)

358, Shastri Nagar, Ghaziabad

Percentage of shares3%

Articles of association-

The articles of association or just articles are the rules,regulations for the internal management of the affairs ofthe company. They are framed with the object of carryingout the aims and object as out in the memorandum ofassociation.

The articles are next in importance to the memorandum ofassociation which contains the fundamental conditionsupon which alone a company is allowed to beincorporated. They are as such subordinate to, and

controlled by the memorandum.

Contents of articles- it contains provisions relating to the followingmatters.

Share capital.

Lien on shares.

Calls on shares.

Transfers of shares.

Transmissions of shares.

Conversions of shares in to stock.

Shares warrants.

Alteration of capital.

General meetings.


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Managers and secretary.

Dividends and reserves.

Capitalization of profits.

Certificate of incorporation-

When the requite document are filed with the registrar, the registrar

satisfy himself that the statutory requirements regarding registration have

been duly complied. After this a certificate of incorporation given by the

registrar in respect of a company is conclusive evidence that all the

requirements of the companies act have been compiled with in respect ofregistration.

After the duly stamped Memorandum of Association and Articles of

Association, documents and forms are filed and the filing fees are paid,

the ROC scrutinizes the documents and, if necessary, instructs the

authorized person to make necessary corrections. Thereafter, a Certificate

of Incorporation is issued by the ROC,

Certificate of incorporation

Form 1

No 55-009877 of 2009-10

I hear by certify that ECS LIMITEDis this day incorporated

under The companies act 1956 (NO 1 of 1956) and that the company is limited

Given under my hand at.VARANASIthis day 16 ....day of

NOV.Two thousand nine


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Sd/-

Mr JP Singh

Registrar of Companies

VARANASI, U.P.

This was the certificate issued by the registrar of companies for the

incorporation of company

Certificate of commencement of business

[Pursuant to section 149(3)of companies act 1956]

I hear by certify that the ..ECS Ltd. which was incorporated

under

The companies act of 1956.on the 16 day of two thousand NINE

And which has duly verified declaration in the prescribed form that

the conditions have been compiled with is compiled to commence the

business

Given under my hand at.VARANASIthis


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16 ....day of November Two thousand nine

Sd/-

Mr Shyam Singh

Asst Registrar of Companies

VARANASI, U.P.

]

CONTRACT:

According to the Indian contract act 1872, a contract is an agreement

made between two or more parties which the law will enforce, section 2.

Define contract as an agreement enforceable by law. And for the validity

of contract there are 10 essential elements must be existing and these are

following:

Offer and acceptance.

Intention to create legal relationship.

Lawful consideration.

Capacity of party.


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Free and genuine consent.

Lawful object.

Agreement not declare void.

Certainty and possibility of performance. And ,

Lawful formalities..

So that according to these elements I made many contract with many

people and for different purposes Such as

1. First contract with FUSERITY LTD for building insurance the

building having 10000 square feet with double floor, and the contract or

agreement contains assured sum of Rs 10000000 and the premium is Rs

100000 per anum.

3. Second contract is happened with EXEL ADVERTISER for the

advertisement of the company the total advertisement cast is Rs

1000000 paid by the company.

FUTURE PLANS


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Expansion of ECS Ltd from Indian market to international

market.

Establish it as a substitute of TCS, and providing best

consultancy services in lower cost than other consultancy.

Going to recruit best expertise throughout the world.

We are looking for other segment also like Petrol pumps

throughout India, and other part of consultancy services.

Bibliography

1. Elements of Mercantile Law, N.D. Kapoor.

2. Legal Aspects of Business, Akhileshwar Pathak.

3. Corporate and Business Law, Garg, Sareen, Chawla.

4. www.legalserviceindia.com.


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