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BUSSINESS LAW
COMPANY NAME:
“LUXLY ELECTRONIC
GOODS”
SUBMITTED TO:-
Mr.R.S. Deol
SUBMITTED BY
R
EHAN QADIR (06)
Pooj
a Devi (ROLL no.-A08)
Sal
ma Bano (ROLL NO.-A09)
ACKNOWLEDGMENTS
FORMATION OF A COMPANY
Before a company can be formed the following steps must be
taken:
Name Clause: The name of the company shall be “laxly electronic goods
company” (TV, LCD, display and ac)
To offer expertise, effort and financial resources to assist not for profit
organizations dedicated to India’s development, and there by
contribute to the well-being of society.
Objective clause:
Towards achieving the above mission, laxly will focus on the following
objectives:
To set up after sell service obliegance customer can centre to call the
problems public issue related to the consumer.
To further such objects as the general body may decide from time to
time. The name, address, and occupation of the members subscribing
to the
ARTICLES OF ASSOCIATION
Life Members: Shall be persons who are interested in the aims and
objectives of the Association and are willing to pay a lump- sum
subscription ofRs.1, 000/- (Rupees One Thousand Only)
A. General Body
B. Executive Committee.
The Company increase and decrease the capital in General Meeting, may
from time to time, increase its capital by the creation of new shares, equity
share capital such increase to be of such aggregate amount and to be
divided into shares of such amounts as the resolution.
Acceptance of shares:
Any application signed by, or on behalf of, an applicant for
shares in the Company followed by an allotment of any
shares therein, shall be an acceptance of shares within the
meaning of these Articles.
Every person who thus or otherwise accepts any shares
and whose name is entered in its Register of Members
shall, for the purpose of these Articles, is a member of the
Company.
Share Certificate:
The share certificates shall be issued in market lots and
where share certificates are issued in either more or less
than market lots, sub- division or consolidation of share
certificates into market lots shall be done free of charge.
Directors may sign a share certificate by affixing their
signature thereon by means of any machine, equipment or
other mechanical means, such as engraving in metal or
lithography, but not by means of a rubber stamp, provided
that the Director shall be responsible for the safe custody
of such machine, equipment or other material used for the
purpose.
CALLS OF COMPANY:
Directors may from time to time, subject to the terms on which any
shares may have been issued and subject to the conditions of
allotment, by a resolution passed at a meeting of the Board (and not
by circular resolution) make such calls as it thinks fit upon the
Members in respect of all monies unpaid on the shares held by them
respectively and each member shall pay the amount of every call so
made on him to the person or persons and at the time and place
appointed by the Board.
Notice of calls:
After thirty days notice in writing of any call shall be given by the
Company specifying the time and place of payment, and the person or
persons to whom such calls shall be made.
Terms of notice:
The notice shall name a day (not being earlier than the expiry of
fourteen days from the date of service of notice) and a place or places
on and at which such call or installment and such interest thereon at
such rate.
As the Directors shall determine from the day on which such call or
installment ought to have been paid and expenses as aforesaid are to
be paid.
The notice shall also state that, in the event of the non-payment at or
before the time and the place appointed, the share in respect of which
the call was made or installment is payable will be liable to be
forfeited:
RETIREMENT OF MEMBERS:
Membership shall be transferable only under the conditions in Article 7,
and shall cease in the case of any member:
if by notice given to the Secretary a member resigns his membership;
If any subscription or membership fee due from such member to the.
Any Core Member shall be entitled to transfer its membership rights and
privileges to its successor body by giving notice to the Secretary
identifying the transfer.
GENERAL MEETINGS:
In each year the Company shall hold a general meeting as its Annual
General Meeting in addition to any other meetings in that year, and shall
specify the meeting as such in the notice calling it. Not more than fifteen
months shall elapse between the date of one Annual General Meeting of
the Company and that of the next. The Annual General Meeting shall be
held at such time and place as the Board shall appoint.
All general meetings other than Annual General Meetings shall be called
Extraordinary General Meetings. The Board may convene an
Extraordinary General Meeting whenever it thinks fit. If at any time there
are not within the United Kingdom sufficient members of the Board to
form a quorum at a Board meeting, any director or any two Core
Members may convene an Extraordinary General Meeting in the same
manner as nearly as possible as that in which meetings may be convened
by the Board.
An Extraordinary General Meeting may also be convened by the Board if
it is requisitioned by members as provided by the Act. For the purpose of
determining the necessary number of requisitionists, the Institutional
Members shall be treated as if they had the right to vote at general
meetings of the Company PROVIDED THAT the object of the meeting
as stated in the requisition may only extend to matters on which
Institutional Members shall be entitled to vote in accordance with Article
25. Any requisition made by members shall state the object of the
meeting proposed to be called, and shall be left at the registered office of
the Company.
Upon receipt of such requisition the Board shall proceed immediately to
convene a general meeting; if it does not proceed to convene the meeting
within twenty-one days from the date of the requisition, the requisitionists
may convene a meeting themselves.
A general meeting may be called by shorter notice than that specified in this Article if it
is so agreed:
(a) in the case of a meeting called as the Annual General Meeting, by all the
members entitled to attend and vote at the meeting; and
(b) in the case of any other meeting, by a majority in number of the members
having a right to attend and vote at the meeting, being a majority together
representing not less than ninety-five per cent of the total voting rights that may
be cast on a poll at that meeting.
As vote pursuant to Article 22) they shall not be entitled to vote at such
meetings. The Chairman of the Board or failing him the Core Member
Director shall preside as chairman at every general meeting of the Company
and at class meetings of members, or if there is no such chairman, or if
neither of them is present within fifteen minutes after the time appointed for
the holding of the meeting or both are unwilling to act, the members of the
Board present shall elect one of their number to be chairman of the meeting.
With the consent of any meeting at which a quorum is present, the chairman
may adjourn the meeting from time to time and from place to place, and the
chairman shall do so if so directed by the meeting. However, no business shall
be transacted at any adjourned meeting other than the business left unfinished at
the meeting from which the adjournment took place. When a meeting is
adjourned for thirty days or more, notice of the adjourned meeting shall be
given as in the case of an original meeting. Otherwise it shall not be necessary
to give any notice of an adjournment or of the business to be transacted at an
adjourned meeting.
At any general meeting or class meeting of members, a resolution put to the vote
of the meeting shall be decided on a show of hands unless (before or on the
declaration of the result of the show of hands) a poll is demanded:
(b) By at least two members of the Company having the right to vote at that
meeting and present in person or by proxy; or
Unless a poll is so demanded, a declaration by the chairman that a resolution has been
carried or lost, whether unanimously or by a particular majority, on a show of hands, and
an entry to that effect in the book containing the minutes of proceedings of the Company,
shall be conclusive evidence of the fact, without proof of the number or proportion of the
votes recorded in favor of or against such resolution. The demand for a poll may be
withdrawn.
VOTES OF MEMBERS:
Except as otherwise provided in these Articles, every Core Member shall have
one vote at general meetings and at class meetings of Core Members. Every
Institutional Member shall have one vote at class meetings of Institutional
Members but shall not have a vote at general meetings except on a resolution
concerning the appointment/re-election or removal of any Institutional
Member Directors and the Core Members shall have no right to vote on such a
resolution.
Present in person or by proxy. The appointment of a proxy shall be executed
by or on behalf of the appointor. A proxy need not be a member of the
Company.
The appointment of a proxy and any authority under which it is executed or a
copy of that authority, certified by a solicitor or authenticated in such other
way as the Board may require, must be received:
(a) at the registered office of the Company or at such other place within the
PUNJAB or address for electronic communication as is specified for that purpose
in the notice convening the meeting, or in any form of appointment of proxy sent
out by the Company in relation to the meeting, or in any invitation contained in an
electronic communication to appoint a proxy issued by the Company in relation to
the meeting;
And
(b) not less than forty-eight hours before the time for holding the meeting or
adjourned meeting at which the person named in the appointment proposes to vote
or, in the case of a poll, not less than twenty-four hours before the time appointed
for the taking of the poll; and if the appointment does not comply with this Article
the appointment of the proxy shall not be treated as value.
Signature: ..............................
** If you do not insert a name, the Chairman will act as your proxy."
Signature: ..............................
ACCOUNTS:
AUDIT:
Auditors shall be appointed and their duties regulated in the
manner provided in the Act.
REGISTRATION WITH THE REGISTRAR OF
COMPANIES
We have to select, in order of preference, at least one suitable
name up to 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:
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.
Login to the portal and fill the following forms and attach the
mandatory documents listed in the form
RERGISTRAR OF COMPANY
Managing Director
Managing Director
AGREEMENT: 2
GENERAL USE: The Agreement of Purchase and Sale is the document
that is used to state the Buyer’s desire to purchase the property, and to
Negotiate the terms of the sale. It is commonly referred to as an “Offer”. This
document also allows the Buyer a chance to outline in detail all
Of the conditions they wish to be placed in their Offer to buy the Seller’s
property. Some common examples of a Buyer’s conditions include
Arranging financing (a mortgage) for the property to be purchased,
completing a home inspection, or ensuring that the sale of their current
Home is completed before purchasing a new one. After the Offer is prepared
and signed by the Buyer, it is presented to the Seller for
Acceptance. The Seller, in turn, may want to make changes to the Offer for
the Buyer to consider. This process can continue back and forth
Several times in an effort to reach an agreement.
This Agreement of Purchase and Sale dated this....26................................
Day of ........................12........................ 2009.....
BUYER,
ABC.LIMITED..................................................................................................
................, agrees to purchase from
(Full legal names of all Buyers)
SELLER, LAXLY ELECTRONIC GOODS COMPANY
LIMITED.............................................................................................................
................, the following
(Full legal names of all Sellers
REAL GOODS:
Address....................PUNJAB..............................................................................
.... fronting on the................................ Side
Of............... .................................in
the...................................................................................................................
And having a frontage of......................................... More or less by a depth
of......................................... More or less
And legally described
as.......................................................................................................................
...................
..........................................................................................................................
............................ (GOODS).
(Legal description of GOODS OF ELECTRONIC including easements not
described elsewhere)
PURCHASE PRICE: .............35000000/RS................................
..........................................................................................................................
.........................................
DEPOSIT: The Buyer includes a deposit in the Offer to give it authenticity and
to show their sincerity to the Seller. The deposit is considered
Part of the purchase price and is ultimately adjusted as a credit to the Buyer
on closing.
DEPOSIT: Buyer
submits..............................................................................................................
...........................
(Herewith/Upon Acceptance/as otherwise described in this Agreement)
................................................................................................................
Dollars (CDN$).......................................
By negotiable cheque payable
to........................................................................................................ “Deposit
Holder”
To be held in trust pending completion or other termination of this
Agreement and to be credited toward the Purchase Price on completion.
For the purposes of this Agreement, “Upon Acceptance” shall mean that the
Buyer is required to deliver the deposit to the
Deposit Holder within 24 hours of the acceptance of this Agreement. The
parties to this Agreement hereby acknowledge that,
Unless otherwise provided for in this Agreement, the Deposit Holder shall
place the deposit in trust in the Deposit Holder’s
Non-interest bearing Real Estate Trust Account and no interest shall be
earned, received or paid on the deposit.
Buyer agrees to pay the balance as more particularly set out in
Schedule attached.
SCHEDULE(S) A.................................................... ..................attached
hereto form(s) part of this Agreement.
1. IRREVOCABILITY: The following section states the deadline that a person
making an Offer gives the other party to accept their Offer. If the
Offer is not accepted by the stated time, and then the Offer is over and no
longer binding on any of the parties in the transaction.
1. IRREVOCABILITY: This Offer shall be irrevocable
by .......................................... until....................... a.m. /p.m. on
(Seller/Buyer)
The ......... ......................... day of ................................................ 20.........,
after which time, if not accepted, this
Offer shall be null and void and the deposit shall be returned to the Buyer in
full wit
FORM NO. 1
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.
Place PUNJAB
Signature
Designation
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 practicing in India.
FORM NO. 18
AAMIR KHAN
Signature
DIRECTOR
Designation
*State address of nearest police station with district and tehsil. JALANDHAR
(PUNJAB)
FORM NO 29
Presented by ........AAMIR
KHAN..........................................................................................................
1 2 3 4 5 6
Signature.....AAMIR KHAN......................
Designation .......DIRECTOR....................
(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
1 2 3 4 5 6
B. [***]
1 2 3 4 5 6
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.
THANK YOU