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
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
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
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
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
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