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INTRODUCTION;FORMING A COMPANY
The Companies Act of 1956 sets down rules for the establishment of both public and private companies. The most usually used corporate form is the limited company, unlimited companies being relatively uncommon. A company is formed by registering the Memorandum and Articles of Association with the State Registrar of Companies of the state in which the main office is to be located.
The first step in the formation of a company is the approval of the name by the Registrar of Companies (ROC) in the State/Union Territory in which the company will maintain its Registered Office. This approval is provided subject to certain surroundings: for instance, there should not be an existing company by the same name. Further, the last words in the name are required to be "Private Ltd." in the case of a private company and "Limited" in the case of a Public Company.. In the case of a private limited company, the name of the company should end with the words "Private Limited" as the last words. In case of a public limited company, the name of the company should end with the word "Limited" as the last word. The ROC generally informs the applicant within seven days from the date of submission of the application, whether or not any of the names applied for is available. Once a name is approved, it is valid for a period of six months, within which time Memorandum of Association and Articles of Association together with miscellaneous documents should be filed. If one is unable to do so, an application may be made for renewal of name by paying additional fees. After obtaining the name approval, it normally takes approximately two to three weeks to incorporate a company depending on where the company is registered.
MEMORANDUM AND ARTICLES;
The Memorandum of Association and Articles of Association are the most important documents to be submitted to the ROC for the purpose of incorporation of a company. The Memorandum of Association is a document that sets out the constitution of the company. It contains, amongst others, the objectives and the scope of activity of the company besides also defining the relationship of the company with the outside world.
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 ROC will give the certificate of incorporation after the required documents are presented along with the requisite registration fee, which is scaled according to the share capital of the company, as stated in its Memorandum. A private company can commence business on receipt of its certificate of incorporation.
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.
The prospectus has to be filed with the ROC before it can be issued to the public. In case the company decides not to approach the public for the necessary capital and obtains it privately, it can file a "Statement in Lieu of Prospectus" with the ROC. On fulfillment of these requirements, the ROC issues a Certificate of Commencement of Business to the public company. The company can commence business immediately after it receives this certificate.
CERTIFICATE OF INCORPORATION;
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 authorised 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.
The promoters of the company are;
- The singh
- Tajamul islam
- Shahnawaz khan
s/o;Mohd shaban war
We are starting an advertising company.This company will provide the service of advertising.It will help our clients to present their products to customers.This company will act as a middle man between customers and companies.
This is a public limited company which is limited by shares. The name of the company is catalyst advertising services limited. The company will be operating in India.The head- office of the company is located in jalandhar in the state of Punjab.
The name of the company (catalyst advertising services ltd.) was approved from the office of the registrar of the companies which is situated in Punjab, since the company is situated in Punjab .Then the following documents duly stamped together with the necessary fees were filed with the registrar;
- Memorandum of association duly signed by subscribers.
- Article of association signed by subscribers.
- The list of the directors who agreed to become the first directors of the company and their written consent to act as directors and take up qualification shares.
- The declaration stating that all the requirements of the companies act and other formalities relating to registration have been complied with.This declaration was signed by following persons;
- Advocate of supreme court
- attorney entitled to appear before a high court
- A chartered accountant in whole time practice in India
- Director of the company.
The documents were filed with the registrar. The registrar after satisfying himself about the requirements registered the memorandum, the articles and other documents and issued a 'certificate of incorporation'.
COMPANY LIMITED BY SHARES
- The name of the Company is "catalyst advertising service limited.
- The Registered Office of the Company will be situated in the State of 'Punjab'.
- The objects for which the Company is established are:
(A) THE MAIN OBJECTS TO BE PURSUED BY THE COMPANY ON ITS INCORPORATION ARE:
- To provide advertising service to our clients through electronic as well as print media. 2. To undertake the designing and development of ideas and concepts for advertising for our clients in India.
- To set up and run advertising centres and to carry on the business of advertisement, advertising consultancy, market-studies, techno-economic feasibility studies of projects, design and development of advertising systems.
- To conduct, sponsor or otherwise participate in training programmes, courses, eminar conferences in respect of any of the objects of the company and for spreading o imparting the knowledge and use of advertising including the publication of books, journals, bulletins, circulars and news-letters etc.
(B) THE OBJECTS THAT ARE INCIDENTAL OR ANCILLARY TO THE ATTAINMENT OF THE MAIN
- To pay either in cash or by allotment of shares or otherwise as the company deems fit, all costs, charges and expenses incurred or sustained in or about the promotion and establishment of the company which the company shall consider to be in the nature of preliminary expenses;
- To purchase or otherwise acquire, take on lease or rent equipment for carrying out its business.
- To adopt and carry into effect, with or without modification, all or any of the arrangements made for the purpose of achieving any of the company's objects mentioned in clause III(A) ;
- To purchase, take on lease or otherwise acquire, erect, maintain, reconstruct and adopt offices, , units, and other things found necessary or convenient for the purposes of the company.
- To promote any other company or companies for the purpose of taking over all or any of the properties, rights and liabilities of the company, or for any other purpose which may seem directly or indirectly calculated to benefit the company.
- To enter into collaboration agreement with any person including Government or any other authority within or outside India, whether the nature of the agreement is financial, technical or otherwise on such terms and conditions as the company deems fit.
- To do research and development work and experiments in connection with the business of the company.
- Subject to section 3(i) (iii) of the Companies Act, 1956, to issue shares, debentures, debenture stock or other securities on such terms and conditions as the company shall determine and to purchase, redeem, pay off or convert into equity any such securities on such terms and conditions as the company shall determine.
- To open bank accounts of all kinds including overdrafts and to draw, make, accept, endorse, discount, negotiate, execute and issue cheques, bills of exchange, promissory notes, bills of lading, warrants and other negotiable or transferable instruments of securities.
- To appoint officers, staff, trainees and other types of personnel for the company and to dispense with their services and to carry out or cause to be carried out all functions necessary to implement the objects of the company.
- To transfer, sell or otherwise dispose of all or any of the business, properties and undertakings of the company for any consideration which the company may deem fit to accept.
- To open, maintain and close branches and depots.
- To provide for the welfare of directors or persons in the employment of the company, or formerly in the employment of the company and the wives, widows and other family members of such persons by grants of money, pensions, superannuation gratuity, insurance, bonus, medical benefits or otherwise.
- To arrange for risks of all kinds likely to affect the company to be covered by insurance.
- The liability of the members in the Company is limited.
- The authorised share capital of the Company is Rs. 25.00 lakhs (Rs. Twenty Five lakhs) divided into 250000 (Two lakh Fifty thousand only) shares of Rs.10/-(Rs. Ten) each. The company shall have power, at any time and from time to time, to increase or reduce its capital. Any of the said shares and any new shares may, at any time and from time to time, be divided into shares of several classes in such manner as the articles of association of the Company may prescribe and the shares of each class may confer such preferred or other special rights and privileges and impose such restrictions and conditions whether in regard to dividend, voting, return of capital or otherwise as will be prescribed in or under the articles of association.We, the several persons whose names and addresses have been subscribed hereunder are desirous of being formed into a Company in pursuance of the Memorandum of Association and we respectively agree to take the number of shares in the capital of the Company set opposite our respective names.
- a) The Authorized Share Capital of the Company should be as stated in Clause V of the Memorandum of Association of the Company. b) The Company should have power to issue Preference Shares including Redeemable preference shares in accordance with the provisions of Section 80 and 85 of the Act. c) The Company should have power to issue shares at a discount, but in doing so, the Company should comply with the provisions of Section 79 of the Act.
- The Company should had power to alter the conditions of the memorandum as follows, that is to say, it may. a) increase its share capital by such amount as it thoughts expedient by issuing new shares. b) consolidate and divide all or any of its share capital into shares of larger amount than its existing shares. c) sub-divide its shares or any of them into shares of smaller amount than is fixed by the memorandum, so however, that in the sub-division the proportion between the amount paid and the amount, if any, unpaid on each reduced share should be the same as it was in the case of the share from which the reduced shares is derived. d) cancel shares which, at the date of the passing of the resolution in that behalf, have not been taken or agreed to be taken by any person and diminish the amount of its share capital by the amount of the shares so cancelled provided however the cancellation of shares in pursuance of the exercise of this power should not be deemed to be a reduction of share capital within the meaning of the Act. . The powers conferred by this regulation should be exercised by the Company in General Meeting and should not require to be confirmed by the Court.
- a) The Company might exercise the powers of paying commission provided that the rate percent or the amount of the commission paid or agreed to be paid should be disclosed in the manner required by Section 76 of the Act. b) The rate of commission should not exceed the maximum percentage provided for in Section 76 of the Act. c) The commission might be satisfied by payment of cash or the allotment of fully or partly paid-up shares or partly in one way and partly in other.
- a) If at any time the share capital is divided into different classes of shares, the rights attached to any class (unless otherwise provided by the terms of issue of the share of that class) might be subject to the provisions of Sections 106 and 107 of the Act and whether or not the Company is being wound-up, be varied with the consent in writing of the holders of three-fourths of the issued shares of that class or with the sanction of a special Resolution passed at a separate meeting of the holders of the shares of that class. b) Subject to the provisions of Section 170 (2) (a) and (b) of the Act or any statutory modifications thereof, to every such separate General Meeting, the provisions of these Regulations relating to General Meetings should mutatis mutandis apply so that the necessary quorum should be two persons at least holding or representing by proxy one-third of the issued shares of the class in question.
- a) i) The Certificate of title to share should be issued under the seal of the Company and should be issued, sealed and signed in conformity with the provisions of the Companies (Issue of Share Certificates) Rules, 1960 or any statutory modification or re-enactment thereof for the time being in force. Any two or more joint allottees or owners of a share should, for the purpose of this Article, be treated as a single member and the Certificate of any shares may be delivered to any one of such joint allottees or owners on behalf of all of them. The Company should comply with the provisions of
- a) i. The Board might, from time to time, make calls upon the members in respect of any moneys unpaid on their shares (whether on account of the nominal value of the shares or by way of premium) and not by the conditions of allotment thereof made payable at fixed times. Provided that no call should exceed one half of the nominal value of the shares. ii. Each member should, subject to receiving atleast thirty days notice specifying the time or times and place of payment pay to the Company at the time or times and place so specified the amount called on his shares. iii. A call may be revoked or postponed at the discretion of the Board. b) A call should be deemed to have been made at the time when the resolution of the Board authorising the call was passed and might be required to be paid by instalments. c) The Joint-holders of a share should be jointly and severally liable to pay all calls in respect thereof. d) i. If a sum called in respect of a share is not paid on or before the day appointed for payment thereof, the person from whom the sum is due should pay interest thereon from the day appointed for payment thereof to the time of actual payment of 12% (Twelve percent) per annum or at such lower rate, if any, as the Board may determine. ii. The Board should be at liberty to waive payment of such interest wholly or in part,
- a) The Company should have a first and paramount lien upon all the shares (other than fully paid up shares) registered in the name of each member (whether solely or jointly with others) and upon the proceeds of sale thereof for all moneys (whether presently payable or not) called or payable at fixed time in respect of such shares and no equitable interest in any share should be created except upon the footing and condition that Article 10 thereof would have full effect. And such lien should extend to all dividends and bonuses from time to time declared in respect of such shares. Unless otherwise agreed, the registration of a transfer of shares would operate as a waiver of the Company's lien, if any, on such shares. The directors might at any time declare any shares wholly or in part to be exempt from the provisions of this clause. b) The Company might sell, in such manner as the Board thought fit, any shares on which the Company have a lien ; Provided that no sale should be made. i) unless the sum in respect of which the lien exists is presently payable. ii) until the expiration of fourteen days after a notice in writing stating and demanding payment of such part of the amount in respect of which the lien exists as is presently payable have been given to the registered holder for the time being of the share or the person entitled thereto by reason of his death or insolvency. c) i) To give effect to any such sale, the Board might authorise some person to transfer the shares sold to the purchaser thereof. ii) The purchaser should be registered as the shareholder of the shares comprised in any such transfer. d) i) The proceeds of the sale should be received by the company and applied in payment of such part of the amount in respect of which the lien exists as is presently payable. ii) The residue, if any, should subject to a like lien for sums not presently payable as existed upon the shares before the sale, be paid to the person entitled to the shares at the date of the sale.
- a) If a member fails to pay a call or instalment of a call on the day appointed for payment thereof, the Board might, at any time thereafter during such time as any part of the call or instalment remains unpaid, serve a notice on such member requiring payment of so much of the call or instalments as is unpaid, together with any interest which might had accrued. i.) name a further day ( not being earlier than the expiry of fourteen days from the date of service of the notice) on or before which the payment required by the notice is to be made. ii) state that, in the event of non-payment on or before the day so named the shares in respect of which the call was made, would be liable to be forfeited.
- In registering a transfer and transmission of shares, the Company should comply with the provisions of the Act or any statutory modifications thereof.
- a) The instrument of transfer of any share in the Company should be executed by or on behalf of both the transferor and transferee. The transferor should be deemed to remain a holder of the share until the name of the transferee was entered in the Register of Members in respect thereof. b) Subject to the provisions of Section III of the Act and section 22A of Securities Contracts (Regulation) Act, 1956, the Board may in their absolute and unqualified discretion decline to register any transfer of shares without assigning any reason and send notice of refusal within one month to both the transferor and the transferee. The Board might also decline to recognize any transfer where. i) the instrument of transfer is not proper or have not been duly stamped and executed or that the certificate relating to the share have not been delivered to the Company or that any other requirement of the law relating to the registration of such transfer have not been complied with, or ii) the transfer of the share is likely to result in such a change in the composition of the Board of Directors as would be prejudicial to the interest of the Company or to the public interest, or iii) the transfer of the shares is prohibited by any court, tribunal or any other authority under any law for the time being in force, or iv) the transfer is of shares on which the Company have lien. Provided that the registration of transfer should not be refused on the ground that the transferor being either alone or jointly with any other person is indebted to the Co.
- The Company should had power to issue debentures in accordance with the provisions of the Act. Debentures, Debenture stock, Bonds or other securities conferring the right to allotment of or conversion into shares or the option of right to call or allotment of shares should not be given except with the sanction of the Company in General Meeting.
- a) All General Meetings other than the Annual General Meeting of the company should be called Extraordinary General Meetings. b) The Board may, whenever it thought fit, call an Extraordinary General Meeting. c) If at any time there are not within India, Directors capable of acting, who are sufficient in number to form a quorum, any Director or any two members of the Company might call an Extraordinary General Meeting in the same manner as nearly as possible as that in which such a meeting might be called by the Board. d) Extraordinary General Meetings might be called by the members under the provisions of Section 169 of the Act, and under conditions mentioned therein.
- a) A General Meeting of the Company may be called by giving not less than twenty one days notice in writing or after giving such shorter notice as provided for in Section 171 (2) of the Act. b) Notice of every meeting of the Company should be given: i) to every member of the Company. ii) to the persons entitled to a share in consequence of the death or insolvency of a member. iii) to the Auditor or Auditors, for the time being, of the Company; in the manner provided for in Section 172 of the Act.
- a) Every notice of meeting of the Company should : i) specify the place, date and time of the meeting ; and ii) contain a statement of the business to be transacted thereat. b) The form of proxy should be a two-way-proxy as given in IX Schedule of the Companies Act, 1956, enabling the shareholders to vote for/against any resolution. d) The Company should in compliance with Sections 190, 225, 262 and 284 of the Act, give to its members notice of resolution requiring special notice at the same time and in the same manner as it gives notice of the meeting or if that is not practicable, should gave them notice thereof either by advertisement in a newspaper having circulation in the State in which the registered office is situated, not less than 21 days before the meeting. e) Subject to the provisions of section 225 and 284 of the Act, the receipt of representation, if any, made under Section 225 of the Act by a retiring Auditor or under Section 284 by a Director sought to be removed from office as a Director, must be stated in the notice of meeting given to the members of the Company, if the representations are received in time.
- A body corporate (whether a company within the meaning of the Act or not) might, if it is a member of the Company, by a resolution of its Board of Directors or other governing body, authorise such person at it thoughts fit, to act as its representatives at any meeting of the Company or at any meeting of any class of members of the Company.
- a) The Chairman , if any, of the Board should preside as Chairman at every General Meeting of the Company. b) If there is no such Chairman, or if he is not present within fifteen minutes after the time appointed for holding the meeting or is unwilling to act as Chairman of the meeting, the Directors present should elect one of their members to be Chairman of the meeting
- a) Unless otherwise determined by the Company in General Meeting, the number of directors elected by the shareholders should not be less than 3 or more than 12 inclusive of the ex-officio directors, nominee directors, wholetime directors, technical directors, special directors, debenture directors, alternate directors, additional directors, corporation directors, coopted directors and finance directors, if any, b) Only an individual and not a body corporate, association or firm should be appointed as Director of the Company. c) Subject to the provisions of Section 252, 255 and 259 of the Act, the company might in General Meeting reduce the number of Directors fixed by regulation 33(a). d) At the date of adoption of these Articles, the following person are the Directors of the company, namely The Singh Tajamul Islam Shahnawaz khan Ravi Kumar Rahul Sharma
- The Board Directors should be entitled to exercise all such powers and to do all such acts and thought as the company is authorised to exercise and do. Provided that the Board should not exercise any power or do any act or thing, which is directed or required by the Act or any other provision of law or by the Memorandum of Association of the Company or by these Articles, to be exercised or done by the Company in General Meeting. Provided further that in exercising any such power or doing any such act or thing, the Board should be subject to the provisions contained in that behalf in the Act or any other provision of law or the Memorandum of Association of the Company or these articles or in any regulation not inconsistent therewith and duly made thereunder, including regulation made by the company in General meeting.
- Without prejudice to the general powers, the Board should have the following specific powers : a) To carry out the objects and exercise the powers contained in clause III of the Memorandum of Association of the Company. b) To had the superintendence, control and direction over ManagingDirectors(s), Managers, wholetime Directors and all other officers of the Company. c) To delegate, subject to the provisions of the Act, any or all of the powers hereby conferred upon them, to the Managing Director or such person or persons as they might from time to time thought fit and the Managing Directors or such person or persons should have power to sub-delegate such powers at their discretion. i) Power to borrow money otherwise than on debentures. ii) The power to invest the funds of the Company iii) The power to make loans. d) To provide for the management of the affairs of the Company in any specified locality in or outside India and to delegate to persons incharge of the local management such powers (not exceeding those which are delegatable by the directors under these regulations)
- a) The Board should not exercise the powers referred to in section 293 of the Act without the consent of the Company in general meeting and only to the extent mentioned there in or any statutory modifications thereof. b) In the appointment of sole selling agents for the Company for any area, the Board should conform to the provisions of Sections 294 and 294A of the Act or any Statutory Modifications thereof, and the Companies (Appointment of Sole Selling Agents) Rules, 1975. c) In giving loans to Directors and other persons mentioned in Section 295.
- The Managing Director should be responsible for carrying on and conducting the business of the Company subject to the supervision, direction and control of the Board of Directors. In the conduct and management of the said business, the Managing Director might exercise such powers, authorities and discretions, as might, from time to time, be vested in them under an agreement or delegated to them by the Board of Directors.
- The Company should subject to the provisions of the Act, appoint a Secretary.
- Auditor should be appointed and their duties regulated in accordance with Sections 224 to 235 of the Act, both inclusive, or any statutory modifications thereof.
- The Directors should provide a common seal for the purposes of the Company and should had power from time to time, to destroy the same and substitute a new seal in lieu thereof.
- The Directors should provide for the safe custody of the seal. The seal of the company should not be affixed to any instrument except by the authority of a resolution of the Board or of a Committee of the Directors, and any one Director and Secretary or any other person authorised by Board/Committee Should sign every instrument to which the seal of the company is affixed.
- The Company should comply with the provisions of sections 209 to 221 of the Act with regard to the keeping of accounts, preparation of Balance Sheet and Profit and Loss Accounts.
- a) The Board should from time to time determine whether and to what extent and at what times and places and under what conditions or regulations, the accounts and books of the company or any of them should be open to the inspection of members not being Directors. b) No member (not being a Director) should have any right of inspecting any account or book or document of the Company except as conferred by the regulation or authorised by the Board or by the Company in General Meeting.
- Subject to Article 51 (w), the accounts prepared by the Directors, when audited and approved by an Annual General Meeting, should be conclusive.
- If the Company should be wound up, and the assets available for distribution among the members as such, should be insufficient to repay the whole of the paid up capital, such assets should be distributed so that, as nearly as might be, the losses should be borne by the members in proportion to the capital paid up or which ought to have been paid up, at the commencement of winding upon the shares held by them respectively. And if in a winding up the assets, available for distribution among the members, should be more than sufficient to repay the whole of the capital paid up at the commencement of the winding up, the excess should be distributed amongst the members in proportion to the capital at the commencement of the winding up, paid up or which ought but for this clause is to be had been paid up on the shares held by them respectively, without prejudice to the rights of the holders issued upon special terms and conditions.
- Every Director, Secretary, Manager, Auditor, Trustee, Member or Committee Officer, Servant, Agent, Accountant or other person employed in the business of the Company should before entering upon the duties sign a declaration pledging himself to observe strict secrecy respecting all transactions of the Company with consumers and the state of accounts with individuals and in all matters, relating thereto and should by such declaration pledge himself not to reveal any of the matters which might had come to his knowledge in the discharge of his duties except when required to do so by the Directors or by any meeting of the shareholders by a Court of Law by the person to whom such matters relate and except so far as might be necessary in order to comply with any of the provisions of these Articles.
- a) Every Director of the Company, Manager, Secretary and other officer or employee of the Company should be indemnified by the Company against, and it should be the duty of the Directors to pay out of the funds of the Company costs, losses and expenses (iIncluding travelling expenses) which any such Director, Officer or employee may incur or become liable to by reason of any contract entered into or act or deed done by such Director, Officer or employees in any way in the discharge of his duties. b) Subject to as aforesaid every Director, Manager, Secretary or other officer of the Company should be indemnified against any liability incurred by him in defending any proceedings, whether civil or criminal, in which judgement is given in his favour or in which he is acquitted or in connection with any application under section 633 of this act in which relief is given to him.
Subject to the provisions of these Articles and of the Act, the shares should be under the control of the Board of Directors who might allot or otherwise dispose of them to such persons on such terms, conditions, and at such times as the Board thought fit and with full power to gave any person the option to call for or allot shares of any class of the Company either at a premium or at par or at a discount and such option being exercisable for such time and for such consideration as the Board thoughts fit. Provided that an option or right to call off shares should not be given to any person except with the prior sanction of the company in the General Meeting.
ALTERATION OF SHARE CAPITAL
PAYMENT OF COMMISSION AND BROKERAGE
VARIATION OF SHAREHOLDERS RIGHTS
Section 113 of the Act.
ii) The Company should, within two months after the allotment of any of its shares, debentures or debenture stock, and within one month after the application for the registration of the transfer of any such shares, debentures or debenture stock, deliver in accordance with the procedure laid down in Section 113 of the Act the certificates of all shares, debentures and certificates of debenture stocks allotted or transferred, unless the conditions of issue of the shares, debentures or debenture stock otherwise provide. b) i) Every member in the first instance should be entitled to one or more certificates as issued by the Company for all the shares registered in his name and every certificate of shares should specify the number or numbers of shares, in respect of which it is issued, and the amount paid-up thereon or credited thereto. b) ii) Share Certificates should be generally issued in market lots and where share certificates are issued in other than market lots, sub-division, consolidation of share certificates into market lots should be done by the Company free of charge. c) If any certificate be worn out, defaced, destroyed or lost, a new one or new ones might be issued in lieu thereof, on production to the Directors, of evidence satisfactory to them, of its being worn out, defaced, destroyed, or lost, or in default of such evidence on such indemnity being given as the Directors might thought sufficient. d) i) No fee should be charged for the issue of new share certificates in replacement of those certificates which are defaced, old, worn out, decrepit or where cages on the reverse of Share Certificates are completely exhausted. ii) No fee should be charged for the following, for split, consolidation, renewal and pucca transfer receipt into denominations corresponding to the market units of trading or for sub-division of renounceable letter of Rights or for registration of any Power of Attorney, Probate, Letters of Administration or Death Certificate or for similar other documents. iii) However a fee of Re.1/- should be charged in respect of new certificate issued for reasons other than those mentioned in 11 (d) (i) and 11 (d) (ii) above, besides the out-of-pocket expenses incurred by the Company in investigating evidence or indemnity required by the company. e) In respect of any share or shares held jointly by several persons, the delivery of certificate for share to one of several joint shareholders shuld be sufficient delivery to all such shareholders.
CALLS ON SHARES
FORFEITURE OF SHARES
TRANSFER AND TRANSMISSION OF SHARE
A) Notice for General Meetings
B) Contents of Notice
c) Representation at Meetings
d) Chairman of Meetings
DIRECTORS AND BOARD OF DIRECTORS
GENERAL POWER OF THE BOARD OF DIRECTORS
SPECIFIC POWERS OF THE BOARD
RESTRICTIONS ON THE POWERS OF BOARD
OBJECTS OF THE ISSUE
The funds raised through this Issue, after meeting the expenditures of and related to the Issue, will be used for our business operations.
The Main Objects clause of the Memorandum of Association of the Company permits the Company to undertake the activities for which the funds are being raised through the present Issue .Further, in accordance with the Debt Regulations, the Company will not utilize the proceeds of the Issue for providing loans to or acquisitions of shares of any person who is a part of the same group as the Company or who is under the same management as the Company.
Interim Use of Proceeds
The management of the Company, in accordance with the policies formulated by it from time to time, will have flexibility in deploying the proceeds received from the Issue. Pending utilization of the proceeds out of the Issue for the purposes described above, the Company intends to temporarily invest funds in high quality interest bearing liquid instruments including money market mutual funds, deposits with banks or temporarily deploy the funds in investment grade interest bearing securities as may be approved by the Board. Such investment would be in accordance with the investment policies approved by the Board or the Investment Committee from time to time.
Monitoring of Utilization of Funds
There is no requirement for appointment of a monitoring agency in terms of the SEBI (Issue and Listing of Debt Securities) Regulations, 2008. The Company's Board shall monitor the utilization of the proceeds of the Issue. The Company will disclose in the Company's financial statements for the relevant Financial Year commencing from FY 2009, the utilization of the net proceeds of the Issue under a separate head along with details, if any, in relation to all such proceeds of the Issue that have not been utilized thereby also indicating investments, if any, of such unutilized proceeds of the Issue.
The Company lays great emphasis and focus on recruitment and retention of its employees which is the most valuable asset for a service industry like ours. We mainly hire professionals from the advertising services industry. Our entry level talent intake programme injects young talent from top Business Schools across the country..
We are a 'talent-driven company' - with people being our principal investment towards driving strategy, sustainability and success. With an emphasis on creating a winning culture, we identify and groom people who have the intrinsic desire to succeed. A robust Performance Management System helps in identification of high potential performers and ensuring adequate rewards along with career growth. We strive to incubate and nurture an environment of equal opportunity, high growth and meritocracy through various systems and processes. A focus on learning ensures adequate training for all employees.
We use the brand name "catalyst" for our services and an application for this trademark has been made by our promoters .
Remuneration of the Directors
The directors are paid sitting fees for attending the various meetings of the Board and of the Committees of the Board as under:
Board Meetings Rs.20,000/-
Audit Committee, Executive Committee of the Board, Remuneration Committee, Finance & Other Committees Rs. 10,000/-
Details of various committees of the Board
The Company has constituted the following committees:
1. Audit Committee
Members: Mr the singh, Chairman
Mr rahul sharma
Mr ravi kumar
Role of the Committee: - Recommend appointment and removal of Statutory Auditors and their remuneration, nature and scope of audit.
- Ensure adequacy of internal controls and compliances and recommend remedial measures.
- Oversee financial reporting process and disclosure of financial information.
- Review financial statements before submission to Board.
- Act as the link between Statutory Auditors, Internal Auditors and Board of Directors.
- Review accounting policies.
- Monitor compliance with catalyst Code of Conduct.
- Review working of Ethics Committee and review significant related party transactions.
- Review findings of internal investigations/fraud/irregularities, etc.
- Monitoring usage of proceeds from an issue including public issues, rights issues, preferential issues, etc. on a quarterly basis / annual basis and make appropriate recommendation to the Board
- Carry out additional functions as is contained in the listing agreement or other regulatory requirements applicable to the Company or in the terms of reference of the Audit Committee.
- Review adequacy of the Internal Audit function.
2. Nomination Committee
Members: Mr arun kumar, Chairman
Mr F k sinha
Mr H N Suand
Role of the Committee: - To identify independent directors to be inducted to the Board, from time to time.
- To take steps to refresh the composition of the Board.
3. Remuneration Committee
Members: Mr ramesh, Chairman
Mr H N Suand
Role of the Committee: - To review the performance of the Managing/Whole-time Directors on predetermined parameters.
- To review and recommend remuneration/compensation packages for the Executive Directors, within prescribed limits.
- To decide commission payable to the directors, subject to prescribed limits and approval of shareholders..
- To review employee compensation vis-à-vis industry practices and trends.
4. Risk Management Committee
Members: Mr R K PURI Chairman
Mr I K SINGH
5. Finance and Asset Liability Supervisory Committee of the Board
Members: Mr Hussain, Chairman
Mr F N SHARMA
Mr H D KUMAR
Role of the Committee: - To approve all individual borrowings, structured instruments, finalise terms of the credit facilities, etc. within the overall limits approved by the Board.
- To oversee the implementation of the Asset Liability Management system and to periodically review its functioning.
6. Employee Benefits
The Company provides for gratuity, a defined benefit retirement plan covering eligible employees. Liability with regard to gratuity fund (defined benefit retirement plan) is accrued based on actuarial valuation conducted as on the balance sheet date.
The Company provides for Leave encashment benefit, which is a defined benefit scheme based on actuarial valuation as at the balance sheet date conducted by an independent actuary. Eligible employees receive benefits from a provident fund, which is a defined contribution plan. Aggregate contribution along with interest thereon is paid at retirement, death, incapacitation or termination of employment.
Both the employee and the Company make monthly contribution to the Provident Fund Trust equal to a specified percentage of the covered employee's salary. The Company also contributes to a government administered pension fund on behalf of its employees.
The Company has made contribution towards superannuation for the period.
The interest rate payable by the trust to the beneficiaries every year is being notified by the government. The Company has an obligation to make good the shortfall, if any, between the return from the investments of the trust and the notified interest rate. Such shortfall is charged to profit and loss account in the period it is determined.
Our contract is with two different company. These are following
- AMEY Placement & Solution
- RGR Limited
We have contracted with two leading companies .our first contract is with AMEY Placement & solution which is a Mumbai based company deals in providing job to the student or job seeker not even in India but also some different country in the world on commission basis. There proposal was good for our company because they want to make their company very common for common masses and we will make Advertisement for their services. Some details about company with whom we have contracted.
It is a private company. which had been established in the year 1999
Company directors names are
- Abhey Sharma
- Ambuj pandey
- Ashish Kumar Pandey
All of them have equal percentage of share nobody can take any individual decision. for making any contract all the member must be agree upon terms and condition
Nature of contract
We contract with each other .where some terms and condition we have followed and approved each other on different issues.our company has contracted with them for at least three years .during three years our company will make all advertisement for there different services .the of payment is of either cheaque cash or draft in the foam of Indian rupee. At the first time they have to pay half of the money and for next half of the money they can pay within an year. If they wont be able to pay within an year 10% interest would be charge yearly and no company can break contract with ought giving reason. If any country wants to break the contract he has has to tell to another company before three months all the board of director must be agree to the reason of breaking the contract. If any company don't do so he has to pay just double of contract money.
We have contracted with another company that is a Delhi based company named RGR Limited. This company deals in wooden goods make product for commercial as well as house hold use. There directors names are
- Gulshan kumar
- Rahul verma
- Andad sharma
Terms and condition of contracting with this company ar as. We will make advertisement for their all the product for at least three year. No company can contract with another company withought giving knowledge to each other company. The mode of payment would be cash ,draft,cheaque only in Indian rupee. If any company will braek the contract first he has to pay three times more of contract money.
In making contract we have gone through all the necessary elements of contract act 1872. These are followings
- There must be an offer and acceptance :In our case both the companies have given an offer and we have accepted their offer.
- There must be mutual consent of both the parties: We have also mutual consent about payment of money and quality of add.
- There must be free consents of the parties : both the parties contracted with their own consent and there is no coercion,unde influence,fraud or misrepresention.
- The party must be competent to contract: Here both the parties were competent enough to contract with each other.
- There must be lawful consideration : This contract in all means is fully lawfull, it is neither case of fraud or misrepresentation even it is not immoral or opposed to public.
- There must be lawful object : we have contract with lawful object because they need advertisement for public awareness not to mislead the people.
- The agreement must be certain : we have made contract with each other and every issues have been discussed about mode of payment,quality of add etc.
- The agreement must not be declared void , We have done all the foralities in order to make the contract applicable and legal.
- The performance must not be impossible : we have contract with the work which is quite possible in nature.