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1
APPLICATION OF
COMPANY LAW IN
   PRACTICE

                 2
Presented By…
M.COM(CS) 1st Sem
Pavankumar   Kulkarni
Vaibhav Arwade
Sooraj Hegde
Lohit Hegde
Mahesh
Sanjeev
                         3
1

    4
2

    5
3

    6
START….




          7
What You are Going to Study?




                               8
9
Name of the Promoter

Dr. Amitab   Bachchan




                         10
Pre- incorporation Contracts
 undergone by our Promoter
 Purchase  of Land for Location of the Company Outlet
  from Ameer Khan for ONE HUNDERD CRORE
  RUPEES.
 Contract undergone with respect to preparation of
  MOA & AOA with a qualified Company Secretary CS
  M Kulkarni.
 Signed the agreement made by 7 individuals who are
  interested in formation of our company with respect to
  appointment, tenure, and consideration to be paid to
  our Promoter.                                            11
PROCEDURES WE FOLLOWED WHILE
    FORMATION OF THE COMPAY
 Selection of type of the Company
 Name Availability Letter
 Preparation of MOA & AOA.
 Vetting, Signing, and Printing of MOA & AOA.
 Additional Documents Filed with Registrar of
  Companies.
 Statutory Declaration
 Certificate of Incorporation and Commencement of
  Business.
                                                     12
SELECTION OF TYPE OF
COMPANY
 We being the members who are interested in
 constituting the company have decided to form


“ The Public Company Limited
  by Guarantee and having Share
  Capital”
                                             13
Name Availability Letter
Our Promoter has filed a name availability letter in e-Form
   1A by giving „APLOMB LTD‟ as a main name and in
   addition had also sugested following five names..
1.Sahara Constuctions Ltd.
2. Cool &Cool Infra Ltd.
3. DLC Infra Ltd.
4. Gamoon Infra Ltd
5. T&L Ltd. On 26th October 2010for which the Registrar of
   Companies Bangalooru has accepted and suggested the
   name „APLOMB LTD‟ to adopt on 31st October
   2010.


                                                              14
Memorandum
     Of
 Association


               15
NAME CLAUSE
The Name of the Company is
     “APLOMB LTD.”




                             16
SITUATION CLAUSE
The Registered office of the Company is situated in
  the state of „KARNATAKA‟




                                                      17
OBJECTS CLAUSE
MAIN OBJECTS:
To pursue the infrastructure development throughout the state of
  Karnataka.
The term „Construction‟ here means and includes
  buildings, roads, shopping
  malls, multiplex, bridges, cannels, irrigation
  projects, Airports, Metros, bus terminals, etc.
OTHER OBJECTS:
To start Hotel business by constructing the required building by
  ourself.
To start Educational Institutions all over India to develop literacy
  ratio of the Country.                                            18
CAPITAL CLAUSE
The Nominal Capital of the Company
 shall be Rs.50,00,00,00,000 (Five
 thousand Crores) divided into
 4,00,00,000 Equity shares of Rupees
 1000 each and 100,00,00,000 , 5%
 redeemable preference shares of
 Rupees 10 each.
                                       19
LIABILITY CLAUSE
The liability of the members of the Company is Limited.
Every member of the company undertakes to contribute to
  the assets of the company in the event of its being wound
  up while he is a member, or within one year after he ceases
  to be a member for payment of the debts and liabilities of
  the company, contacted before he ceases to be a
  member, and the costs, charges and expenses of winding up
  of the same and for the adjustments of the rights of the
  contributories among themselves, such amount as may be
  required, not exceeding one hundred.

                                                            20
We, the several persons whose names
 and addresses are subscribed are
 desirous of being formed into a
 company in pursuance of this
 Memorandum of Association and we
 respectively agree to take the number of
 shares in the capital of the company set
 opposite to our respective names

                                            21
Names and Addresses of Subscribers            No. Of
                                                   Shares    Signatures
                                                   taken
1.   Mr. Chetan M                                  50 E/S    ChetanM
     Navanagar, Hubli.
2.   Mr.Sooraj Hegde                               100 E/S   Suraj H
     Sirsi.
3.   Lohit Hegde,                                  100 E/S   Lohit H
     Sirsi
4.   Sanjeev                                       100 E/S   Sanjeev
     dharwad
5.   Mahesh                                        100 E/S   Madivalayya
     Bellary
6.   PavanKumar Kulkarni                           100 E/S   PKKulkarni
     Hubli
7.   Vaibhav Arwade                                100 E/S   VSA
     Dharwad


Dated the 1st Day            Name Address and
                             Occupation of Witness
                                                   Signature

of December,2010             Dr. Amitab Bachchan     Abacchan
                                                                           22
ARTICLES
    OF
ASSOCIATION
              23
 The   number of the members with which the
  company proposes to be registered is 1000, but
  the directors may from time to time register and
  increase of members.



 All the articles of Table A in Schedule I annexed
  to the Companies Act, 1956, shall be deemed to
  be incorporated with these articles and to apply to
  the company
                                                    24
Sl.No.       Names and addresses of the members             signatue
 1         Mr. Chetan M
           Navanagar, Hubli.
 2         Mr.Sooraj Hegde
           Sirsi.
 3         Lohit Hegde,
           Sirsi
 4         Sanjeev
           dharwad
 5         Mahesh
           Bellary
 6         PavanKumar Kulkarni
           Hubli
 7         Vaibhav Arwade
           Hubli


Dated the 1st Day of                  Name, address and            Signature
December, 2010.                       Occupation of Witness
                                      Dr. Amitabh Bacchan
                                                                               25
 The draft of aforesaid documents are presented before
 the Registrar of Companies, Karnataka on 29th Day of
 November, 2010 for the purpose of vetting.

 These  documents have been printed stamped on 30th
 day of November,2010 and signed by the subscribers
 on 1st day of December, 2010.

 On  1st day of December, 2010, the Registrar of
 Companies, Bangalore has registered these documents
 and henceforth issued The Certificate of Incorporation
 on this Day.
                                                      26
 From 2nd  day to 15th day of December,2010,the
  company has appointed the necessary
  managerial personnel for the smooth conduct of
  the company and constituted the Board of
  Directors.

 Listof Managerial Personnel and their
  occupation is mentioned hereunder.



                                                   27
List of Authorities of the Company
    Name of Authority      Occupation/Designation
Mr. B.B.Biradar           Managing Director
Mr. Chetan M              Whole Time Director
Mr. Pavankumar Kulkarni   Director
Mr. Vaibhav Arwade        Director
Mr. Sooraj Hegde          Manager Personnel
Mr. Mahesh                Manager Procurement
Mr. Lohit Hegde           Manager Finance
Mr. Sanjeev               Manager Site
Mr. Amitabh Bacchan       Senior Civil Engineer
                                                    28
From 16th December, 2010 to 20th December, 2010
  Board of Directors with the help of promoter have
  prepared and issued Prospectus to the public for
  subscription of shares.



The company, with the above prospectus, issued
 1,50,00,000 equity shares of rupees 1000 each at a
 premium of rupees 500 each and 10crore 5%
 redeemable preference shares of rupees 10each for
 public subscription.
                                                  29
On and up to 19th day of January,2011 the
 company has received 100% application money
 of Rs.200 on Equity Shares and Rs.3 on
 Preference Shares.



On 26th day of January, 2011 the company has
 allotted the shares to the applicants as fully paid
 up.


                                                       30
 Henceforth all the provisions of the Act
 with respect to issue and subscription of
 shares to the public have been complied
 with.


 The Registrar of Companies has issued
 “The Certificate of Commencement of
 Business” to the Company on 30th
 January,2011 .
                                         31
32
STATUTORY MEETING
 The board of Directors have convened a Board meeting
  on 1st day of March 2011 to decide about the conduct of
  Statutory Meeting and date has been fixed on 16th
  March, 2011. all the necessary requirements of Board
  Meeting have been Complied with.
 Company has conducted the Statutory Meeting on 16th
  March,2011 in pursuance of Section165.
 The Statutory Report has been prepared and signed by the
  Chair person Mr.B.B.Biradar.
 All the provisions of the Act w.r.t. conduct of Statutory
  Meeting have been complied with.
                                                              33
FIRST ANNUAL GENERAL MEETING
 The Board of Directors have, on 15th June, 2012, have
  convened to declare the date and proceedings of the AGM.
  And have decided to convene the 1st Annual general Meeting
  on 1st August,2012(the provision is that to convene the First
  Annual General Meeting within 18 months from the date of
  incorporation .
 All proceedings of the Board Meeting have been complied with.
 The 21 days clear notice of convening Annual General Meeting
  has been sent to all the Members, Directors and Chairman.
 The members have been informed with respect to closure of
  Statutory Registers of the company before 21days of the
  meeting i.e. 1st July, 2012.
                                                              34
First AGM Contd…
   As per the information, the FIRST ANNUALGENERAL
    MEETING has been convened on 1st day of August, 2012.

    In the meeting the following proceedings have been
    conducted:
   Annual Report is produced before the meeting
   Balance sheet and profit and loss account are adopted
   Mr. Pavankumar was retired by rotation and being
    reappointed.
   The present Auditor Mr. NareshModi was retired and
    reappointed.
                                                            35
 The meeting was concluded and the minutes wassigned by
  the Chairman.
 The above minutes was registered with the Registrarof the
  Companies.




                                                              36
The  same proceedings were
 conducted for a long period
 of 20 years.
The only change is that
 subsequent AGMs will be
 conducted within 15
 months.
                               37
Secret of success…..
 Quality Management Services.
 Speedy execution of work.
 Technically perfect implementation
 Employing most eligible staff.
 Sound resources
 Complete satisfaction of the client
 Over all commitment made the group win
  all the battles.

                                           38
Projects…
   ROADS & BRIDGES
   AIRPORTS
   DAMS & CANAL
   INDUSTRIAL SHEDS
   BUILDINGS
   WATER SUPPLY




                       39
40
Our Clients
Government Departments
 The company is registered with following
  Departments as it has outstanding reputation as an
  infrastructure company
 • P.W.D. (Govt. of Karnataka)
 • Indian Oil Corporation Ltd.
 Class-II
 • Karnataka Urban Water Supply & D. Board,
  Bangalore
 Class-I
 • P.M.C Pune Municipal Corporation
                                                       41
Private Clients

   • Bajaj Group
   • Videocon Group
   • Reliance Group
   • Reliance Group
   • Gharda Chemicals
   • Creative Tools
   Infosys Ltd

   Aplomb Limited always maintained quality oriented
    approach in everything from administration to project
    execution.
   Since last two decades Aplomb is successfully executing
    & completing projects from various departments in state
    as well as National Bidding.

                                                              42
“Educate ourselves to grow with the
help of technology
by maintaining the green balance.”
   We define Sustainability is a blend of our own
    growth and responsibilty towards society.

   Aplomb Ltd, in its corporate policy, philosophy and
    deeds has shown a great commitment to continual
    growth and social responsibility, with a range of
    activities as vast and varied - from training
    programs, management development programs to
    environmental preservation, social development. It
    has taken great strides in promoting safety, health
    and hygiene, both within the corporation and
    externally.


                                                          43
21ST ANNUAL GENERAL MEETING
 All the proceedings are as same as earlier AGMs.
 The only a special thing conducted in this year is that The
  Acceptance of Deposits from Public.
 With respect to this the consent of members has been
  taken and the Advertisement has been prepared and
  issued to the public.
 The deposits were accepted by the public.
 THE DEPOSIT OF RUPEES FIFTY CRORE AT THE
  RATE OF 12% HAS BEEN ACCEPTED.
                                                                44
30th ANNUAL GENERAL MEETING
 In this meeting in addition to all the proceedings
  the company has decided to expand and diversify
  the business.
 The company has passed an ordinary resolution
  with respect to this in the Annual General
  Meeting.
 The minutes have been signed by the Chair and
  registered thereof.


                                                       45
ANDNOW……….



AFTER 60 YEARS OF
INCORPORATION…….

                    46
WINDING UP
     OF
OUR COMPANY

              47
Valid Reason for Winding Up
Members of the Company are decided to
 wind up the Company because all the
 members have already entered to the later
 stage of normal life and hence they all lost
 interest in all kind of business and other
 activities.


                                            48
PROCEDURE WE FOLLOWED
TO WIND UP THE COMPANY
Company called the general meeting on the subject of
winding up of the company.
All the members have accepted the proposal of winding
up of the company by passing an ordinary resolution.
In the meeting the members have appointed
Mr.Chandrashekhar W as a liquidator.
The aforesaid liquidator have performed all the
necessary steps to wind up the company.


                                                        49
And Henceforth the
Company has wound
  up on 1 st day of

    April, 2060.
                      50
Now…………….
Do you have any queries???????????




                    Ask then………….!!!!!




                                         51
THANK YOU ……..




        ONE AND ALL

                      52

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Company Law

  • 1. 1
  • 3. Presented By… M.COM(CS) 1st Sem Pavankumar Kulkarni Vaibhav Arwade Sooraj Hegde Lohit Hegde Mahesh Sanjeev 3
  • 4. 1 4
  • 5. 2 5
  • 6. 3 6
  • 8. What You are Going to Study? 8
  • 9. 9
  • 10. Name of the Promoter Dr. Amitab Bachchan 10
  • 11. Pre- incorporation Contracts undergone by our Promoter  Purchase of Land for Location of the Company Outlet from Ameer Khan for ONE HUNDERD CRORE RUPEES.  Contract undergone with respect to preparation of MOA & AOA with a qualified Company Secretary CS M Kulkarni.  Signed the agreement made by 7 individuals who are interested in formation of our company with respect to appointment, tenure, and consideration to be paid to our Promoter. 11
  • 12. PROCEDURES WE FOLLOWED WHILE FORMATION OF THE COMPAY  Selection of type of the Company  Name Availability Letter  Preparation of MOA & AOA.  Vetting, Signing, and Printing of MOA & AOA.  Additional Documents Filed with Registrar of Companies.  Statutory Declaration  Certificate of Incorporation and Commencement of Business. 12
  • 13. SELECTION OF TYPE OF COMPANY We being the members who are interested in constituting the company have decided to form “ The Public Company Limited by Guarantee and having Share Capital” 13
  • 14. Name Availability Letter Our Promoter has filed a name availability letter in e-Form 1A by giving „APLOMB LTD‟ as a main name and in addition had also sugested following five names.. 1.Sahara Constuctions Ltd. 2. Cool &Cool Infra Ltd. 3. DLC Infra Ltd. 4. Gamoon Infra Ltd 5. T&L Ltd. On 26th October 2010for which the Registrar of Companies Bangalooru has accepted and suggested the name „APLOMB LTD‟ to adopt on 31st October 2010. 14
  • 15. Memorandum Of Association 15
  • 16. NAME CLAUSE The Name of the Company is “APLOMB LTD.” 16
  • 17. SITUATION CLAUSE The Registered office of the Company is situated in the state of „KARNATAKA‟ 17
  • 18. OBJECTS CLAUSE MAIN OBJECTS: To pursue the infrastructure development throughout the state of Karnataka. The term „Construction‟ here means and includes buildings, roads, shopping malls, multiplex, bridges, cannels, irrigation projects, Airports, Metros, bus terminals, etc. OTHER OBJECTS: To start Hotel business by constructing the required building by ourself. To start Educational Institutions all over India to develop literacy ratio of the Country. 18
  • 19. CAPITAL CLAUSE The Nominal Capital of the Company shall be Rs.50,00,00,00,000 (Five thousand Crores) divided into 4,00,00,000 Equity shares of Rupees 1000 each and 100,00,00,000 , 5% redeemable preference shares of Rupees 10 each. 19
  • 20. LIABILITY CLAUSE The liability of the members of the Company is Limited. Every member of the company undertakes to contribute to the assets of the company in the event of its being wound up while he is a member, or within one year after he ceases to be a member for payment of the debts and liabilities of the company, contacted before he ceases to be a member, and the costs, charges and expenses of winding up of the same and for the adjustments of the rights of the contributories among themselves, such amount as may be required, not exceeding one hundred. 20
  • 21. We, the several persons whose names and addresses are subscribed are desirous of being formed into a company in pursuance of this Memorandum of Association and we respectively agree to take the number of shares in the capital of the company set opposite to our respective names 21
  • 22. Names and Addresses of Subscribers No. Of Shares Signatures taken 1. Mr. Chetan M 50 E/S ChetanM Navanagar, Hubli. 2. Mr.Sooraj Hegde 100 E/S Suraj H Sirsi. 3. Lohit Hegde, 100 E/S Lohit H Sirsi 4. Sanjeev 100 E/S Sanjeev dharwad 5. Mahesh 100 E/S Madivalayya Bellary 6. PavanKumar Kulkarni 100 E/S PKKulkarni Hubli 7. Vaibhav Arwade 100 E/S VSA Dharwad Dated the 1st Day Name Address and Occupation of Witness Signature of December,2010 Dr. Amitab Bachchan Abacchan 22
  • 23. ARTICLES OF ASSOCIATION 23
  • 24.  The number of the members with which the company proposes to be registered is 1000, but the directors may from time to time register and increase of members.  All the articles of Table A in Schedule I annexed to the Companies Act, 1956, shall be deemed to be incorporated with these articles and to apply to the company 24
  • 25. Sl.No. Names and addresses of the members signatue 1 Mr. Chetan M Navanagar, Hubli. 2 Mr.Sooraj Hegde Sirsi. 3 Lohit Hegde, Sirsi 4 Sanjeev dharwad 5 Mahesh Bellary 6 PavanKumar Kulkarni Hubli 7 Vaibhav Arwade Hubli Dated the 1st Day of Name, address and Signature December, 2010. Occupation of Witness Dr. Amitabh Bacchan 25
  • 26.  The draft of aforesaid documents are presented before the Registrar of Companies, Karnataka on 29th Day of November, 2010 for the purpose of vetting.  These documents have been printed stamped on 30th day of November,2010 and signed by the subscribers on 1st day of December, 2010.  On 1st day of December, 2010, the Registrar of Companies, Bangalore has registered these documents and henceforth issued The Certificate of Incorporation on this Day. 26
  • 27.  From 2nd day to 15th day of December,2010,the company has appointed the necessary managerial personnel for the smooth conduct of the company and constituted the Board of Directors.  Listof Managerial Personnel and their occupation is mentioned hereunder. 27
  • 28. List of Authorities of the Company Name of Authority Occupation/Designation Mr. B.B.Biradar Managing Director Mr. Chetan M Whole Time Director Mr. Pavankumar Kulkarni Director Mr. Vaibhav Arwade Director Mr. Sooraj Hegde Manager Personnel Mr. Mahesh Manager Procurement Mr. Lohit Hegde Manager Finance Mr. Sanjeev Manager Site Mr. Amitabh Bacchan Senior Civil Engineer 28
  • 29. From 16th December, 2010 to 20th December, 2010 Board of Directors with the help of promoter have prepared and issued Prospectus to the public for subscription of shares. The company, with the above prospectus, issued 1,50,00,000 equity shares of rupees 1000 each at a premium of rupees 500 each and 10crore 5% redeemable preference shares of rupees 10each for public subscription. 29
  • 30. On and up to 19th day of January,2011 the company has received 100% application money of Rs.200 on Equity Shares and Rs.3 on Preference Shares. On 26th day of January, 2011 the company has allotted the shares to the applicants as fully paid up. 30
  • 31.  Henceforth all the provisions of the Act with respect to issue and subscription of shares to the public have been complied with.  The Registrar of Companies has issued “The Certificate of Commencement of Business” to the Company on 30th January,2011 . 31
  • 32. 32
  • 33. STATUTORY MEETING  The board of Directors have convened a Board meeting on 1st day of March 2011 to decide about the conduct of Statutory Meeting and date has been fixed on 16th March, 2011. all the necessary requirements of Board Meeting have been Complied with.  Company has conducted the Statutory Meeting on 16th March,2011 in pursuance of Section165.  The Statutory Report has been prepared and signed by the Chair person Mr.B.B.Biradar.  All the provisions of the Act w.r.t. conduct of Statutory Meeting have been complied with. 33
  • 34. FIRST ANNUAL GENERAL MEETING  The Board of Directors have, on 15th June, 2012, have convened to declare the date and proceedings of the AGM. And have decided to convene the 1st Annual general Meeting on 1st August,2012(the provision is that to convene the First Annual General Meeting within 18 months from the date of incorporation .  All proceedings of the Board Meeting have been complied with.  The 21 days clear notice of convening Annual General Meeting has been sent to all the Members, Directors and Chairman.  The members have been informed with respect to closure of Statutory Registers of the company before 21days of the meeting i.e. 1st July, 2012. 34
  • 35. First AGM Contd…  As per the information, the FIRST ANNUALGENERAL MEETING has been convened on 1st day of August, 2012.  In the meeting the following proceedings have been conducted:  Annual Report is produced before the meeting  Balance sheet and profit and loss account are adopted  Mr. Pavankumar was retired by rotation and being reappointed.  The present Auditor Mr. NareshModi was retired and reappointed. 35
  • 36.  The meeting was concluded and the minutes wassigned by the Chairman.  The above minutes was registered with the Registrarof the Companies. 36
  • 37. The same proceedings were conducted for a long period of 20 years. The only change is that subsequent AGMs will be conducted within 15 months. 37
  • 38. Secret of success…..  Quality Management Services.  Speedy execution of work.  Technically perfect implementation  Employing most eligible staff.  Sound resources  Complete satisfaction of the client  Over all commitment made the group win all the battles. 38
  • 39. Projects…  ROADS & BRIDGES  AIRPORTS  DAMS & CANAL  INDUSTRIAL SHEDS  BUILDINGS  WATER SUPPLY 39
  • 40. 40
  • 41. Our Clients Government Departments  The company is registered with following Departments as it has outstanding reputation as an infrastructure company  • P.W.D. (Govt. of Karnataka)  • Indian Oil Corporation Ltd.  Class-II  • Karnataka Urban Water Supply & D. Board, Bangalore  Class-I  • P.M.C Pune Municipal Corporation 41
  • 42. Private Clients  • Bajaj Group  • Videocon Group  • Reliance Group  • Reliance Group  • Gharda Chemicals  • Creative Tools  Infosys Ltd  Aplomb Limited always maintained quality oriented approach in everything from administration to project execution.  Since last two decades Aplomb is successfully executing & completing projects from various departments in state as well as National Bidding. 42
  • 43. “Educate ourselves to grow with the help of technology by maintaining the green balance.”  We define Sustainability is a blend of our own growth and responsibilty towards society.   Aplomb Ltd, in its corporate policy, philosophy and deeds has shown a great commitment to continual growth and social responsibility, with a range of activities as vast and varied - from training programs, management development programs to environmental preservation, social development. It has taken great strides in promoting safety, health and hygiene, both within the corporation and externally.  43
  • 44. 21ST ANNUAL GENERAL MEETING  All the proceedings are as same as earlier AGMs.  The only a special thing conducted in this year is that The Acceptance of Deposits from Public.  With respect to this the consent of members has been taken and the Advertisement has been prepared and issued to the public.  The deposits were accepted by the public.  THE DEPOSIT OF RUPEES FIFTY CRORE AT THE RATE OF 12% HAS BEEN ACCEPTED. 44
  • 45. 30th ANNUAL GENERAL MEETING  In this meeting in addition to all the proceedings the company has decided to expand and diversify the business.  The company has passed an ordinary resolution with respect to this in the Annual General Meeting.  The minutes have been signed by the Chair and registered thereof. 45
  • 46. ANDNOW………. AFTER 60 YEARS OF INCORPORATION……. 46
  • 47. WINDING UP OF OUR COMPANY 47
  • 48. Valid Reason for Winding Up Members of the Company are decided to wind up the Company because all the members have already entered to the later stage of normal life and hence they all lost interest in all kind of business and other activities. 48
  • 49. PROCEDURE WE FOLLOWED TO WIND UP THE COMPANY Company called the general meeting on the subject of winding up of the company. All the members have accepted the proposal of winding up of the company by passing an ordinary resolution. In the meeting the members have appointed Mr.Chandrashekhar W as a liquidator. The aforesaid liquidator have performed all the necessary steps to wind up the company. 49
  • 50. And Henceforth the Company has wound up on 1 st day of April, 2060. 50
  • 51. Now……………. Do you have any queries??????????? Ask then………….!!!!! 51
  • 52. THANK YOU …….. ONE AND ALL 52

Editor's Notes

  1. B