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Company may be defined as a voluntary association of persons. It is an association of individuals formed for some common purpose but mainly it is a voluntary association of person. It has capital divisible into 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; i.e.it is regarded by the law as a person, just as a human.
On incorporation of a company becomes a body corporate or corporation with a perpetual succession and a common seal. It also acquires a personality distinct from its members.
Characteristics Of A Company
1. Separate legal entity
2. Limited liability
3. Perpetual succession
4. Common seal
5. Transferability of shares
6. Separate property
7. Capacity to sue
It is media that uses electronics or electromechanical energy for the end user (audience) to access the content. This is in contrast to static media (mainly print media), which are most often created electronically, but don't require electronics to be accessed by the end user in the printed form. Most new media are in the form of digital media. However, electronic media may be in either analog or digital format.
Although the term is usually associated with content recorded on a storage medium, recordings are not required for live broadcasting and online networking.
Any equipment used in the electronic communication process (e.g. television, radio, telephone, desktop computer, game console, handheld device) may also be considered electronic media.
Incorporation Of Company
Before a company is formed, certain preliminary decisions are necessary, for example, whether it should be a private company or a public company, what its capital should be, and whether it is worthwhile forming a new company or taking over the business of an already established concern. All these decisions are taken by certain persons known as “promoters”. They do the entire
necessary preliminary work incidental to the formation of the company.
Public Ltd Company
A Public Limited 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 at times be unlimited. The minimum number of shareholders is 7.
It has a minimum paid-up capital of Rs 5 lakh or such higher paid up capital, as may be prescribed. Every public company, existing on the commencement of the Companies (Amendment) Act, 2000, with a paid-up capital of less than Rs. 5, 00,000 shall, within a period of two years from such commencement, enhance its paid-up capital to Rs.5,00,000.
Starting A New Public Ltd Company
Before stepping in the business world & starting up a new business i.e. a new public Ltd company, we must think a name of the company which co-relate the work of the company and be easily grasped in the mind of the people. As we are starting a new public Ltd Company of electronic media i.e. Television & computer manufacturing company and the name of the company to be
registered will be Protechno media ltd company.
Name-Approval For The Proposed Company
The procedure for obtaining the name approval for the proposed company is that an application in Form No. 1A needs to be filed with the Registrar of Companies (ROC) of the state in which the Registered Office of the proposed Company is to be situated. The application is required to be signed by one of the promoters. The details of the application are as follows:
1. Four alternative names for the proposed company. (The name can be coined names from the objects of the proposed company or the names of the directors, etc. but should definitely be indicative of the main object of the company. Justification for the name needs to be specified along with the application).
2. Names and addresses of the promoters (Minimum 7 for a public company while 2 for private company).
3. Authorized Capital of the proposed company.
4. Main objects of the proposed company.
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 of a witness in stating their full name, father's name, residential address, occupation, number of shares subscribed for, etc.
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.
This Form Is Filled For Checking The Availability Of Name
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 Prankur Rastogi
(c).*Address Line I Phagwara, Jalandhar
Line II Punjab
(d).*City Jalandhar (e).*State Punjab (f).*Country India (g).*Pin code 144402
(h).*e-mail [email protected]
(i). Phone 9569231524
(j). Fax 09534267447782
3. Names of promoters
*(i) Name of promoter……… Prankur Rastogi
*(ii) Name of promoter………Pawan Rastogi
*(iii) Name of promoter……..Rajesh Dubey
4.*Name of the state in which the proposed company is to be registered
5.*Name of the Registrar of Companies in which the proposed company is to be registered………….. Mr Y B Singh
6.*State whether the proposed company is public or private
7.* proposed name of company (at least 6 proposed names)
a. Fanko electro ltd
b. Rigs electro-media ltd
c. Protechno Media Ltd Company d. Agnis electro ltd
e. Jippo electro ltd
f. Retro electro media
After filling the application for availability of name ROC will 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 Protechno Media Ltd Company is available and is allotted.
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.
FORM NO. 1
Registration No Of Company -1090
Nominal Capital-: Rs. 2,00,00,000.00
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 Protechno Media Limited/Private Limited
Presented by Protechnicals group
I Prankur Rastogi of Protechnicals Group do solemnly and sincerely declare that I am  Promoter who is engaged in the formation of the company, or a person named in the articles as a director/manager/secretary of the............ Protechno Media 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.
This form contains information about the registered office of the proposed company.
FORM NO. 18
Registration No. of the Company1090 Nominal Capital: Rs2,50,00,000
THE COMPANIES ACT, 1956
Notice of the situation/change of situation of registered office
[Pursuant to section 146]
Name of the company - Protechno Media Ltd Company
Notice is hereby given that ----
1. (a) the registered office of the company is situated in Jalandhar (Punjab)
.with effect from
[date ] 20.11.09
(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 Jalandhar
(name of the police station).* Dated this 30th Day of Nov 2009
Signature Prankur Rastogi
Name PRANKUR RASTOGI (In Block Capitals)
*State address of nearest police station with district and tehsil.
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..1090...............
Nominal Capital Rs.2,50,00,000.........
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 Protechno Media Limited
Presented by.... Protechnicals Group.............
To the Registrar of Companies........................ Jalandhar................................................................
I, the undersigned, hereby testify my consent to act as director of the...Protechno Media 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 .Protechno Media 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 father's
Address Occupation Date of birth
1 2 3 4 5 6
Prankur Rastogi s/o Pawan
businessman 04-04-88 Indian Prankur
Signature Dated the ..........20th of ....Nov................ 2009 ...Prankur Rastogi... Designation Chairman
This form shows the fact of appointment of the proposed directors as the board of directors
FORM NO. 32
Registration No. of Company .1090............. Nominal Capital Rs.25000000...........
THE COMPANIES ACT, 1956
Particulars of appointment of directors and manager and changes among them
[Pursuant to section 303(2)]
Name of Company....... Protechno Media Ltd Company
Presented by....... Prankur Rastogi
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
Father's/ husband's name
Usual residential address
Nationality Date of appointme nt or
Brief particulars 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.
C. Appointment of and changes in manager ship and secretary ship.
Name or names and surname in full
Father's/ husband's name
Usual residential address
Nationality 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.
Memorandum of Association (MOA) and the Articles of
Association (AOA) Of A Company
Now on receipt of the name approval letter from the ROC the MOA and the AOA are required to be drafted. The MOA states the main, ancillary / subsidiary and other objects of the proposed company. The AOA contains the rules and procedures for the routine conduct of the proposed company. It also
states the authorized share capital of the proposed company and the names of its first / permanent directors. After that the MOA and AOA are required to be stamped and a stamp duty based on the authorised share capital is to be paid.
Contents Of Memorandum
The name of the company.
The state in which the registered office of the company is to be situated. Limited liability.
Object of the company
A public company has the option of inviting the public for subscription to its share capital. Accordingly, the company has to issue a prospectus, which provides information about the company to potential investors. The Companies Act specifies the information to be contained in the prospectus.
Articles of association-
The articles of association or just articles are the rules, regulations for the internal management of the affairs of the company. They are framed with the object of carrying out the aims and object as out in the memorandum of association.
The articles are next in importance to the memorandum of association which contains the fundamental conditions upon which alone a company is allowed to be incorporated. They are as such subordinate to, and controlled by the memorandum.
Contents of articles- It contains provisions relating to the following matters. 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. Managers and secretary. Dividends and reserves. Capitalization of profits.
The Articles of Association contain the rules and regulations of the company for the management of its internal affairs. While the Memorandum specifies the objectives and purposes for which the Company has been formed, the Articles lay down the rules and regulations for achieving those objectives and purposes.
The Certificate Of Incorporation
After the documents in FAQ 5 are filed, the ROC calls the attorney on a specific date for scrutiny and making the corrections in the MOA and AOA filed. On complying with the same, the certificate of incorporation is granted to the attorney.
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 of registration.
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, from which date the company comes in to existence. It takes one to two weeks from the date of filing Memorandum of Association and Articles of Association to receive a Certificate of Incorporation. Although a private company can commence business immediately after receiving the certificate of incorporation, a public company cannot do so until it obtains a Certificate of Commencement of Business from the ROC.
Document To Be Filled With The Registrar:
The documents/forms stated below are filed along with Memorandum of Association and Articles of Association on payment of filing fees (depending on the authorized capital of the company):
Declaration of compliance, duly stamped
Notice of the situation of the registered office of the company
Particulars of Directors, Manager or Secretary
Authority executed on a non-judicial stamp paper, in favour of one of the subscribers to the Memorandum of Association or any other person authorizing him to file the documents and papers for registration and to make necessary corrections, if any
The ROC's letter (in original) indicating the availability of the name.
Before the advertising company is registered, it is essential to ascertain from the registrar of companies and if the proposed name of the company is approved then the following documents duly stamped together with the necessary fees are to be filed with the registrar.
The memorandum of association. The article of association.
The agreement. Declaration.
When a company is registered and a certificate of incorporation is issued by the registrar the company becomes a distinct legal entity, its life commences from the date mentioned in the certificate of incorporation. And the company requires a perpetual succession. The member may come and go, but it goes on forever, unless it is wound up.
A public limited electronic media company has to be obtained certificate to commence business before it can commence business.
Businesses liable for income tax must obtain a tax identification card and number [known as Permanent Account Number (PAN)] from the Revenue Department. In addition to this, businesses liable to withhold tax must necessarily obtain a Tax Deduction Account Number (TAN). Both the PAN and the TAN must be indicated on all the returns, documents and correspondence filed with the Revenue Department. The PAN is also required to be stated in various other documents such as the documents pertaining to sale or purchase of any immovable property (exceeding Rs. five lakh), sale or purchase of a motor vehicle, time deposit (exceeding Rs. 5 lakh), contract for sale or purchase of securities (exceeding Rs. 10 lakh), to name a few
Filing Registering/Approving Authority
One copy has to be submitted along with a forwarding letter addressed to the concerned Registrar of Companies.
The declaration must be submitted with the following annexure. Document evidencing payment of fee.
Memorandum and Articles of Association.
Copy of agreement if any, which the proposed company wishes to enter into with any individual for appointment as its managing or whole-time director or manager
Power of Attorney from subscribers.
Letter from Registrar of Companies making names available. No objection letters from directors/promoters.
Requisite fees must be either in cash or demand
Company Starting Business Operations
After receiving the certificate of incorporation, the public company has to complete certain other legal formalities such as a statutory meeting (within 6 months), statutory report, etc. On completion of the said formalities and on filing of the statutory report with the ROC the ROC issues the certification of commencement of business to the company. Thereafter, the Public Company can start the business operations. The Private Company can start its business immediately on incorporation.
Certificate of incorporation
No 55-009877 of 2009-10
I hear by certify that …………Protechno Media Limited………is this day incorporated under The companies act 1956 (NO 1 of 1956) and that the company is limited
Given under my hand at……….Jalandhar………this day ….......day of
Registrar of Companies
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 ….... Protechno Media ltd……. which was incorporated under
The companies act of 1956…….on the 30th day of November 2009
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……….Jalandhar………this ………7th ....day of November 2009.
SD/- Mr Sohan Singh
Asst Registrar of Companies
My company i.e. Protechno media ltd, a manufacturing company has contracted with two companies in which one is an advertising company for the advertisement of the products and secondly with a computer manufacturing limited company.
The first contract is with High Advertising ltd Company owned by Sarpreet Kaur as one of the Board of Member. We have contracted for Rs 5, 00,000 for the advertisement of our company and our products like TVs, LCDs and Computer chips etc.
The other contract is with Infojets ltd of Heramb Agrawal for Rs 10, 00, 000 as their company needs LCDs for their company from our company.
All the essential elements for a contract and the terms & conditions are fulfilled and are legally enforced by law.
Winding Up Of The Company
If the members of the company are reduced below the minimum no. of members in the company, it is going to be wound up by the court. It is a compulsory winding up of a company.
For this the Registrar presents a petition for winding up of the company. Now after that the court will take any action against the company on hearing petition as it can
- Dismiss it, with or without cost.
- Adjourn the hearing conditionally or unconditionally
- Make an interim order that it thinks fit
- Make an order for winding up the company
Consequences of winding up by the court
- Ø Intimation to official Liquidator and Registrar
- Ø Copy of winding up order to be filed with the registrar
- Ø Suits stayed
- Ø Court gain jurisdiction to entertain
1. Any suit against the company
2. Any claim made by or against the company
3. Any application made under sec.391 for compromise with creditors and/or members
4. Any question of priorities which may arise in course of the winding up of the company
Mercantile Law -by N D Kapoor