Company Law

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WEL COME

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APPLICATION OF COMPANY LAW IN

PRACTICE

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Presented By…M.COM(CS) 1st Sem

Pavankumar Kulkarni Vaibhav Arwade Sooraj Hegde Lohit Hegde Mahesh Sanjeev

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START….

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What You are Going to Study?

Incorporation of the Company

Company when a Going Concern

Winding Up of a Company

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INCORPORATIO

N STA

GE

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Name of the Promoter

Dr. Amitab Bachchan

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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.

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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.

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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”

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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.

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Memorandum Of

Association

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NAME CLAUSE

The Name of the Company is “APLOMB LTD.”

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SITUATION CLAUSE

The Registered office of the Company is situated in the state of ‘KARNATAKA’

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OBJECTS CLAUSEMAIN 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.

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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.

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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.

LIABILITY CLAUSE

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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

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Dated the 1st Day of December,2010

Names and Addresses of Subscribers No. Of Shares taken

Signatures

1. Mr. Chetan M Navanagar, Hubli.

50 E/S ChetanM

2. Mr.Sooraj HegdeSirsi.

100 E/S Suraj H

3. Lohit Hegde,Sirsi

100 E/S Lohit H

4. Sanjeevdharwad

100 E/S Sanjeev

5. MaheshBellary

100 E/S Madivalayya

6. PavanKumar KulkarniHubli

100 E/S PKKulkarni

7. Vaibhav ArwadeDharwad

100 E/S VSA

Name Address and Occupation of Witness

Signature

Dr. Amitab Bachchan Abacchan

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ARTICLES OF

ASSOCIATION

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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

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Dated the 1st Day of December, 2010.

Sl.No. Names and addresses of the members signatue

1 Mr. Chetan M Navanagar, Hubli.

2 Mr.Sooraj HegdeSirsi.

3 Lohit Hegde,Sirsi

4 Sanjeevdharwad

5 MaheshBellary

6 PavanKumar KulkarniHubli

7 Vaibhav ArwadeHubli

Name, address and Occupation of Witness

Signature

Dr. Amitabh Bacchan

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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.

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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.

List of Managerial Personnel and their occupation is mentioned hereunder.

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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

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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.

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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.

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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 .

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COMPANY AS A

GOIN

G

CONCERN

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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.

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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.

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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.

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The meeting was concluded and the minutes wassigned by the Chairman.

The above minutes was registered with the Registrarof the Companies.

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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.

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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.

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Projects…

 ROADS & BRIDGES  AIRPORTS  DAMS & CANAL  INDUSTRIAL SHEDS  BUILDINGS  WATER SUPPLY

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Our ClientsGovernment 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 • K.D.M.C. Kalyan Dombiwali Municipal Corporation. • N.T.P.C. National Thermal Power Corporation

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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.

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“Educate ourselves to grow with the help of technologyby 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.

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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.

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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.

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ANDNOW……….

AFTER 60 YEARS OF INCORPORATION…….

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WINDING UP OF

OUR COMPANY

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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.

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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.

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And Henceforth the Company has

wound up on 1st day of April, 2060.

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Now…………….

Do you have any queries???????????

Ask then………….!!!!!

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THANK YOU ……..

ONE AND ALL