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TERM PAPER

Of

Corporate & Business Law

On

ManufacturingSectorof wooden furniture

Submitted to;

Mr. R S Deol

Lect.of CBL

Submitted by;

MD REYAZ AQUBAL

ROLL.No.RT1901A01

Reg.no.10900173

MBA 1st(sem) A

My group members are,

Puneet Thakur & Sushil Kr Singh

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ACKNOWLEDGMENT

I am thankful to Mr. R S Deol for providing me the chance to work on thetopic of Manufacturing Sector of wooden furniture. The term paper

tested my patience at every step of the preparation, but the courage

provided by the teacher helped me to swim against the tide.

The most precious moments are those when we get an opportunity to

remember and thank everyone who has in some way or the other

motivated and facilitated us to achieve our goals.

First of all I thank to GOD ALMIGHTY for giving me power to pen downthe term paper in its present shape. I thank the entire teaching staff

especially Mr.R S Deol for sharing his valuable knowledge with us &

for providing his able guidance and support. I also thank to my

classmate who every time helped me out and encouraged me for

carrying out the task.

I fall short of words to thank my family, who stood beside me while

completion of my task.

INRODUCTION

A company in the normal sense means an association of persons, united

for a common purpose and registered according to the law relating to

companies. Section 3(1)(i) of the Companies Act, 1956 states that a

company means, a company formed and registered under this Act or an

existing company.

By a company is meant associations of many persons who contribute

money or moneys worth to a common stock and employ it for a common

purpose. The common stock so contributed is denoted in money and is the

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Memorandum of Association

capital of the company. The people who contribute it or to whom it

belongs are members. The proportion of capital to which each member is

entitled is his share.

Steps for availability of names

The first stage is selection of names. We have to select, six names in order

of preference, and out of these six names we have choose one name which

one is available. The following are the names which we want to name of

our IT company.

Global furniture Ltd.

Zaroorat Furniture Ltd.

Reyaz & Brothers Ltd.

Puneet Furniture Ltd.

Sushil Furniture Ltd.

RSP Furniture Co. Pub Ltd

The name which we choose for our industry it should not be resemble the

name of any other already registered company and also not violate the

provisions of emblems and names (Prevention of Improper Use Act, 1950)

by availing the services of checking name availability on the website.

APPLY FOR THE NAME

The application for the name is forward to the REGISTRAR OF

COMPANIES, which is further submitted to MINISTRY OF CORPORATE

AFFAIRS(MCA) under NOTIFICATION no.GSR56 (E) DATED ON 26

SEPTEMBER,2011.It was signed by the manager/board of directors along

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DIGITAL SIGNATURE

After 16 september, 2006 every document prescribed under Companys Act

,1956, is required to be filed with the help of DIGITAL SIGNATURE of the

MANAGER OR DIRECTOR OR MANAGER DIRECTOR of the COMPANY.

Therefore, our companys directors MR. Puneet Thakur, Vice President

MR.Ryeaz, MR. Sushil CEO have the authority to sign e-form1A. they have

to also fill other documents also regarding the formation of company

The information for registration of company

Before the registration of the company the relevant information should bedisclose to the ROC. The essential forms are filled with the relevantinformation and the essential document. The form is filled giving the

following information:

The application is for incorporating of a new steel industry, name ofcompany is RSP Furniture Pub Co. Ltd.

The company is a Public company.

The Category of the Proposed Company is a company limited by shares.

The company is having Share Capital.

The state will be registration of the company is the state of PUNJAB.

The number of promoters is 7.

The main object of the company is manufacturing.

Proposed authorized capital is Rs 50, 00, 000. (Fifty lacks only)

The memorandum of association and the Articles of association areattached with the form. the MOA and AOA must be in order to forstamping of the MOA and AOA with the appropriate stamp duty.

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We have to make sure that the Memorandum and Article is dated on a dateafter the date of stamping.

The Memorandum of association and the Articles ofassociation signed by at least two subscribers in own hand,father's name, occupation, address and the number of sharessubscribed for and witnessed by at least one person.

The association clause :

Name Address Occupation

1Mr. Puneet

Thakur

Himachal Business, director

2 Mr. Reyaz

Aqubal

Bihar Company Executive(Vice

President) (Sd.)

3 Mr.Sushil Kr

Shingh

Bihar (Joint Secretary) (Sd.)

4 Mr.Rehan

Quadir

Delhi Professor(Treasurer) (Sd.)

5 Mr.Deepak Gaya Bihar Business Secretary (Sd.)

6 Mrs. Pooja Hamirpur HP Professor (Member) (Sd.)

7

Mr.Gyanendra

Nepal Company Executive

(Member) (Sd.)

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ADMINISTRATIVE BODIES OF THE ASSOCIATION:

There shall be TWO (2) administrative bodies of the Association:-

A. General BodyB. Executive Committee.

A. The General Body of the Association:

The General Body consists of all the members including thefollowing elected members of the Association:

(a) The President(b) Vice- President(c) Secretary

(d) Treasurer(e) Three Executive Members All the office bearers of the

Association should ordinarily presidents of Bangalore.

Functions of the General Body:

1. To ensure smooth and efficient working of the Association2. To select and nominate office bearers of the Association.

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]3. To review the annual report and audited statement of accounts.4. To consider and adopt amendment of the rules whenevernecessary.

5. To make recommendations on matters of broad policy forfurtherance of the aims and objectives of the Association.

Application form for availability or change of name

FORM 1A (Pursuant to sections 20 &21 of the companies act 1956)

1. *Application for Incorporating a new company

Part A: Availability of name

2. Details of applicant

a) Director identification number or Income tax account number or

passport number- AEMNH3887H

b) Name- PUNEE THAKUR

c)Occupation- BUSINESS

d)Address- Hamirpur Himachal Pradesh

e) City- Hamirpur

f) State- Himachal Pradesh

g) Pin code- 263139

h) Phone- 9023202880

(i) *e-mail ID- [email protected]

3.(a) *Type of company - NEW COMPANY

(b). *State whether the proposed company is public or private PUBLIC JALANDHAR, PUNJAB

(c). *State the category of proposed company- company limited by shares

(d). *State the sub-category of proposed company- Indian non government

company

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4. *Whether the proposed company is - Having share capital yes

5. *Name of the state in which the proposed company is to be registered-

JALANDHAR

6. *Name of office of the Registrar of Companies in which the proposed

company is to be registered-

Registrar of companies, JALANDHAR

7. Details of promoters (proposed first subscribers to Memorandum of

association (MoA))

*Enter the number of promoters (proposed first subscribers to MoA) -- 7

I- *Category- COMPANY

*DIN or Income-tax PAN or passport number or corporate identitynumber (CIN) or foreign company registration number (FCRN) or any

other registration numberDNP 2467

*Name Puneet Thakur

II- Category- COMPANY

*DIN or Income-tax PAN or passport number or corporate identity

number (CIN) or foreign company registration number (FCRN) or any

other registration number- DNP 2356*Name Sushil kumar

8. Proposed name of the company (Please give 6 names in order of

preference)

Global furniture Ltd.

Zaroorat Furniture Ltd.

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Reyaz & Brothers Ltd.

Puneet Furniture Ltd.

Sudhil Furniture Ltd.

RSP Furniture Co.Pub Ltd

9. State the significance of the key or coined word(s), if any, in the

proposed name(s) (in brief)

(a).

(b).

(c).

(d).

(e).

(f).

10.*Main objects of the proposed company to be included in its MoA (If the

objects include banking, stock exchange, mutualfund etc., a copy of the in-

principle approval of the appropriate authority should be enclosed)

MANUFACTURENING

11. *Whether the proposed name(s) is in consonance with the main objects

- Yes

12(a) *Whether the proposed name(s) are based on a registered trade

mark or is the subject matter of an application pending for registration

under the trade marks Act- Yes

(b) If yes,furnish particulars of trade mark or application no13.(a)Proposed authorised capital (in Rs.)- 500,000,000

(b) Proposed authorised capital (in words)- fifty Crore only .

14. *Particulars of proposed director(s) (specify information of two

directors in case the proposed company is a private company or specify

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information of three directors in case the proposed company is a public

company or specify information of five directors in case the proposed

company is a producer company)

1. *DIN-

Name

Father's Name

Present residential address

Passport number

Date of birth (DD/MM/YYYY)

Income-tax PAN

Voter identity card number

Nationality

2. *DIN

Name

Father's Name

Present residential address

Passport number

Date of birth (DD/MM/YYYY)

Income-tax PAN

Voter identity card number

Nationality

.(b) Global location number (GLN) of company

Part B: In case of change of name

15.(a) *CIN of company

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This e-Form is hereby rejected

To be digitally signed by

Applicant or managing director or director or manager or secretary of the

company

Verification

To the best of my knowledge and belief, the information given in this

application and its attachments is correct and complete, and

the proposed name does not infringe the trademark rights of any entity or

person.

I have gone through the provisions of the Companies Act, 1956, the rules

and guidelines framed there under in respect of availability of name.

I am a promoter (proposed first subscriber to the MoA) and I am also

authorised by the other proposed first subscribers to sign and submit this

application.

I have been authorised by the Board of directors' resolution number dated

(DD/MM/YYYY) to sign and submit this application.

*DIN or Income-tax PAN or passport number of the applicant; or

DIN of the director or Managing Director; or

Income-tax PAN of the manager; or

Membership number, if applicable or income-tax PAN of the secretary

(secretary of a

company who is not a member of ICSI, may quote his/ her income-tax

PAN)

*Designation

OBJECTIVE

The objective of this term-paper would be, how to start a new woodenfurniture limited company, hypothetically specifying its name,

registration procedure in detail, the objectives, and legal formalities of the

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formation of a company. As per the nature of the business, we also have

to make an offer and enter into different contracts with any two other

groups through invitation following all the essential elements as

stipulated under the contract act 1872.

The vital steps for the formation ofa

Company

1. The Memo and the Article must be prepared. These two documents mustbe filed when the application is made for the registration andincorporation of the company. The Companies Act lays down rulesregarding the preparation of the memorandum. Schedule I to the Act of

1956 contains four model forms for use in different cases.

2. If it is proposed to have a paid up capital of more than Rs.3 cores,sanction of the central Government must be obtained under the capitalissue (Control) Act, 1956.

3. If the company to be formed intends to participate in an industry whichis included in the scheduled annexed to the industries (Developmentand Regulation) Act, 1951, a license must be obtained under the Act.

4. The company must be registered in accordance with the provision ofthe companies Act, 1956 and a certificate of incorporation must beobtained.

5. The prospectus or the statement in lieu of prospectus must be issuedand registered with the registrar.

6. The minimum subscription must be raised and therefore the allotmentof shares must be made.

7. The certificate for the commencement of business must be obtainedfrom the Registrar.

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1. Name Clause: RSP FURNITRE Public Ltd.

Registered Office Clause: G.T Road, Phagwara, Jalandhar.

2. Object Clause:

Main Object: Manufacturing.

3.Area of Operation Clause: Phagwara JALANDHAR, (Punjab)

4.Liability Clause: Limited by Shares.

5.Capital Clause: Rs.50, 00, 000(Rupees Fifty Lacks Only.)

ARTICLES OF ASSOCIATION

SHARE CAPITAL AND INCREASE AND REDUCTION OFCAPITAL

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The Authorized Share Capital of the company is Rs. 50, 00, 000 (RupeesFifty Lacks only) divided into 5, 00, 000 (Five Lacks Only) Equity Sharesof Rs. 10 each (Rupees ten only) with powers to increase or reduce thesame in accordance with the provisions of the Companies Act, 1956.

Increase of capital of the company

The Company in General Meeting, may from time to time, increase itscapital by the creation of new shares, such increase to be of suchaggregate amount and to be divided into shares of such amounts as theresolution shall prescribe.

Allotment otherwise than for cashSubject to the provisions of the Act and these Articles, the Directors mayallot and issue shares in the capital of the Company as payment or part-

payment for any property or assets of any kind whatsoever, sold or to besold or transferred or to be transferred or for goods or machinerysupplied or to be supplied or for services rendered or to berendered or for technical assistance or know-how made or to be made

available to the Company or the conduct of its business and shares whichmay be so allotted may be issued as fully or partly paid-up otherwise thanin cash and if so issued, shall be deemed to be fully or partly paid as thecase may be.

Additional capital to form part of existing capitalExcept so far as otherwise provided by the conditions of issue or by these

presents, any capital raised by the creation of new shares, shall beconsidered as part of the existing capital.

Redeemable preference sharesSubject to the provisions of Section 80 of the Act, the Company shall havethe power to issue Preferential Shareswhich are or at the option of the Company are to be liable to be redeemedand the resolution authorizing such issue

Shall prescribe the manner, terms and conditions of redemption.

Reduction of capitalThe Company may (subject to the provisions of Sections 78, 80, 100 to 105inclusive, of the Act) from time to time by Special Resolution, reduce itscapital and any Capital Redemption Reserve Account or Share Premium

Account in any manner for the time being authorized by law, and inparticular, capital may be paid off on the footing that it may be called upagain or otherwise

SHARES AND CERTIFICATES

Shares to be numbered progressively and no Shares are to be sub-divided.

The shares in the capital shall be numbered progressively according to

their several denominations and except in the manner here in before

mentioned no share shall be sub-divided.

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Acceptance of sharesAny application signed by, or on behalf of, an applicant for shares in theCompany followed by an allotment of any shares therein, shall be anacceptance of shares within the meaning of these Articles; and every

person who thus or otherwise accepts any shares and whose name isentered in its Register of Members shall, for the purpose of these Articles,be a member of the Company.

Share CertificateThe share certificates shall be issued in market lots and where sharecertificates are issued in either more or less than market lots, sub- divisionor consolidation of share certificates into market lots shall be done free ofcharge.

Directors may sign a share certificate by affixing their signature thereonby means of any machine, equipmentor other mechanical means, such as engraving in metal or lithography,but not by means of a rubber stamp, provided that the Director shall beresponsible for the safe custody of such machine, equipment or othermaterial used for the purpose.

Renewal of share certificateNo fee shall be charged for issue of new share certificates in replacementof those which are old, decrepit, worn out. If a share certificate is lost ordestroyed, a new certificate in lieu thereof shall be issued only with the

prior consent of the Board and on payment of such fee, not exceedingRupees two as the Board may from time to time fix, and on such terms, ifany, as to evidence and indemnity as to payment of such out-of-pocketexpenses incurred by the Company in investigating evidence, as the Board

thinks fit. When a new share certificate has been issued in pursuance ofClause (c) of this Article, it shall state on the face of it and against the stubor counterfoil to the effect that it is a duplicate issued in lieu of sharecertificate No_________. The word duplicate shall be stamped or

punched in bold letters across the face of the share certificate.

CALLSDirectors may from time to time, subject to the terms on which any sharesmay have been issued and subject to the conditions of allotment, by aresolution passed at a meeting of the Board (and not by circularresolution) make such calls as it thinks fit upon the Members in respect of

all monies unpaid on the shares held by them respectively and eachmember shall pay the amount of every call so made on him to the personor persons and at the time and place appointed by the Board. A call maybe made payable by installments.

Notice of calls

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Thirty days notice in writing of any call shall be given by the Companyspecifying the time and place of payment, and the person or persons towhom such calls shall be made.

Calls to date from resolution.

A call shall be deemed to have been made at the time when the resolutionauthorizing such call was passed at a meeting of the Board.

Call may be revokedA call may be revoked or postponed at the discretion of the Board.

Sums deemed to be callsAny sum, which by the terms of issue of a share become payable on

allotment or at any fixed date, whether onaccount of the nominal value of the share or by way of premium shall forthe purposes of these Articles be deemed tobe a call duly made and payable on the date on which by the terms of issueof the same becomes payable, and in thecase of non-payment all the relevant provisions of theses Articles as to

payment of interest and expenses, forfeiture orOtherwise shall apply as if such sum had become payable by virtue of acall duly made and notified.

Part payment on account of call etc. not to preclude forfeitureNeither a judgment nor a decree in favor of the company for calls or othermoneys due in respect of any shares

Nor any part payment or satisfaction there under nor the receipt by the

company of a portion of any money whichshall from time to time be due from any member to the company in respectof his shares, either by way of principalOr interest, nor any indulgence granted by the Company in respect of

payment of any such money, shall preclude theCompany from thereafter.

Proof on trial or suit for money on sharesOn the trial or hearing of any action or suit brought by the Companyagainst any member or his legal representativeto recover any moneys claimed to be due to the company for any call or

other sum in respect of his shares, it shall besufficient to provea) that the name of the Member, in respect of whose shares the money isought to be recovered, appears enteredin the Register of Members as the holder or one of the holders, at orsubsequent to the date at which the moneysought to be recovered is alleged to have become due, on the said shares;

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b) that the resolution making the call is duly recorded in the minutesbooks, andc) that notice of such call was duly given to the Member or his legalrepresentatives issued in pursuance of these

Articles; and that it shall not be necessary to prove the appointment of the

Directors, who made such call,nor that a quorum of Directors was present at the Board at which suchcall was made, nor that the meetingat which such call was made was duly convened or constituted nor anyother matter whatsoever, but the

proof of the matters aforesaid shall be conclusive evidence of the debt andthe same shall be recovered by thecompany against the Member or his representative from whom it is oughtto be recovered, unless it shall be

proved, on behalf of such Member or his representatives against thecompany that the name of such Memberwas improperly inserted in the Register or that the money sought to berecovered has actually been paid.

Payment of unpaid share capital in advance

a) The Board may if it thinks fit, subject to the provisions of the Act, agreeto and receive from any Memberwilling to advance the same, either in money or moneys worth the wholeor any part of the amount remainingunpaid on the shares held by him beyond the sum actually called up andupon the moneys so paid or satisfiedin advance, or so much thereof, as from time to time and at any time

thereafter exceeds the amount of thecalls then made upon and due in respect of the shares on account of whichsuch advances have been made,the Board may pay or allow interest at such rate as the Member payingsuch advance and the Board agreeupon; provided always that if at any time after the payment of any suchmoney the rate of interest so agreedto be paid to any such Member appears to the Board to be excessive, itshall be lawful for the Board fromtime to time to repay to such Member so much of such money as shall thenexceed the amount of the calls

made upon such shares, unless there be an express agreement to thecontrary; and after such repayment suchmember shall be liable to pay, and such shares shall be charged with the

payment of all future calls as if nosuch advance had been made; provided also that if at any time after the

payment of any money so paid inadvance, the company shall go into liquidation, either voluntary orotherwise, before the full amount of the

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money so advanced shall have become due by the members to theCompany, on installments or calls, or inany other manner, the maker of such advance shall be entitled (asbetween himself and the other Members)to receive back from the Company the full balance of such moneys rightly

due to him by the Company inpriority to any payment to members on account of capital.b) No Member paying any such sum in advance shall be entitled to anyvoting rights, dividend or right to

participate in profits in respect of money so advanced by him until thesame would but for such paymentbecome presently payable.

FORFEITURE AND SURRENDER OF AND LIEN ONSHARESIf money payable on share not paid notice to be given to Members

If any Member fails to pay any call or installment of call on or before theday appointed for the payment of the sameor any such extension thereof as aforesaid, the Board may, at any timethereafter, during such time as the call orinstalment remains unpaid, give notice to him requiring him to pay thesame together with any interest that may haveaccrued and all expenses that may have been incurred by the Company byreason of such non-payment.

Terms of notice

The notice shall name a day (not being earlier than the expiry of fourteendays from the date of service of notice) anda place or places on and at which such call or instalment and such interestthereon at such rate as the Directors shalldetermine from the day on which such call or instalment ought to havebeen paid and expenses as aforesaid are to be

paid. The notice shall also state that, in the event of the non-payment at orbefore the time and the place appointed,the share in respect of which the call was made or instalment is payablewill be liable to be forfeited:

In default of payment, shares may be forfeited

If the requirements of any such notice as aforesaid are not complied with,every or any share in respect of whichsuch notice has been given, may at any time thereafter, but before

payment of all calls or installments, interest and

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expenses due in respect thereof, be forfeited by a resolution of the Board tothat effect. Such forfeiture shall includeall dividends and bonuses declared in respect of the forfeited shares andnot actually paid before the forfeiture.

Notice of forfeiture

When any share shall have been so forfeited, notice of the forfeiture shallbe given to the Member in whose name itstood immediately prior to the forfeiture or to any of his legalrepresentatives, or to any of the persons entitled to theshares by transmission and an entry of the forfeiture, with the datethereof, shall forthwith be made in the Register of

Members but no forfeiture, shall be in any manner invalidated by anyomission or neglect to give such notice or tomake such entry as aforesaid.

Forfeited shares to become property of the Company and may be sold, etc.

Any share so forfeited shall be deemed to be the property of the Companyand may be sold, re-allotted or otherwisedisposed of, either to the original holder thereof or to any other person,upon such terms and in such manner as the

Board shall think fit.

Members still liable to pay money due notwithstanding the forfeiture

Any member whose shares have been forfeited shall, notwithstanding the

forfeiture, be liable to pay, and shallforthwith pay to the Company on demand all calls, amounts, instalments,interest and expenses owing upon or inrespect of such shares at the time of the forfeiture, together with interestthereon from the time of the forfeiture until

payment, at such rate as the Board may determine and the Board mayenforce the payment thereof if it thinks fit.

Effect of forfeiture

The forfeiture of a share shall involve extinction, at the time of the

forfeiture, of all interest in and of all claims anddemands against the Company, in respect of the share, and all other rightsincidental to the share, except only suchof those rights as by these Articles are expressly saved.

Surrender of shares

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The Directors may subject to the provisions of the Act, accept a surrenderof any shares from or by any Memberdesirous of surrendering them on such terms as they think fit.

Evidence of forfeiture

A declaration in writing that the declaring is a Director or Secretary of theCompany and that a share in the Companyhas been duly forfeited in accordance with these Articles on the datestated in the declaration, shall be conclusiveevidence of the facts therein stated as against all persons claiming to beentitled to the share.Power of talentCompanys lien on shares

The Company shall have a first and paramount lien upon all the shares,not being fully paid-up shares, registered inthe name of each Member (whether solely or jointly with another orothers), and upon the proceeds of sale thereof,

for all moneys (whether presently payable or not) called or payable at afixed time in respect of such shares and noequitable interest in any share shall be created except upon the footingand condition that Article 21 hereof is to have

full effect. Any such lien shall extend to all dividends from time to timedeclared in respect of such shares. Unlessotherwise agreed, the registration of a transfer of shares shall operate asa waiver of the Companys lien if any onsuch shares. The Board of Directors may at any time declare any shares to

be exempt, wholly or partially from theprovisions of this Article.

Lien enforced by sale

For the purpose of enforcing such lien, the Directors may sell the sharessubject thereto in such manner as they think

fit and for that purpose may cause to be issued a duplicate certificate inrespect of such shares and may authorize oneof their member or some other person to execute a transfer thereof onbehalf of and in the name of such member.

No such sale shall be made until such time as the moneys in respect ofwhich such lien exists or some part thereofis presently payable or the liability in respect of which such lien exists isliable to be presently fulfilled or dischargedand until notice in writing of the intention to sell shall have been servedon such Member, or his heirs, executors,administrators, or other representatives or upon the persons (if any)entitled by transmission to the shares or any one

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Sub-division/consolidation in marketable lots onlyTransfer of shares in whatever lot should not be refused, though therewould be no objection to the company refusingto split a share certificate into several scrips of any small denominationsor to consider a proposal for transfer of

shares comprised in a share certificate to several parties, involving suchsplitting, if on the face of it such splitting/transfer appears to be unreasonable or without a genuine need. TheCompany should not, therefore, refuse transfer

of shares in violation of the Stock Exchange listing requirements on theground that the number of shares to betransferred is less than any specified number.

Death of one or more joint holders of shares In case of the death of any one or more of the persons named in theRegister of Members as the joint holders of anyshare, the survivor or survivors shall be the only persons recognized bythe Company as having any title to or interestin such share, but nothing herein contained shall be taken to release theestate or a deceased joint-holder for any liability on shares held by him

jointly with any other person.Power of talentTitle to shares of deceased Member

The executors or administrators or holders of a Succession Certificate orthe legal representatives of a deceased

Member (not being one of two or more joint-holders) shall be the only

person recognized by the Company as havingany title to the shares registered in the name of such Member, and theCompany shall not be bound to recognizes suchexecutors or administrators or holders of a Succession Certificate or thelegal representatives unless such executorsor administrators or legal representatives shall have first obtained

Probate or Letter of Administration or SuccessionCertificate, as the case may be, from a duly constituted court in the Unionof India provided that in case wherethe Board in its absolute discretion think fit, the Board may dispense with

production of Probate or Letters of

Administration or Succession Certificate, upon such terms as to indemnityor otherwise as the Board in its absolute

Discretion may think necessary and under Article 59 register the name ofany person who claims to be absolutelyentitled to shares standing in the name of a deceased Member, as a

Member.

No transfer to insolvent, etc.

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No share shall in any circumstances, be transferred to any insolvent orperson of unsound mind.

Registration of person entitled to shares otherwise than by transfer

Subject to the provisions of the Act and Articles 59 and 60 any personbecoming entitled to shares in consequencesof death, lunacy, bankruptcy or insolvency of any Member, or by anylawful means other than by a transfer in

accordance with these Articles, may with the consent of the Board (whichit shall not be under any obligation togive) upon producing such evidence that he sustains the character inrespect of which he proposes to act under this

Article, or of his title, as the Board thinks sufficient, either be registeredhimself as the holder of the shares or elect tohave some persons nominated by him and approved by the Board,registered as such holder; provided nevertheless,that if such person shall elect to have his nominee registered, he shalltestify the election by executing in favour of hisnominee an instrument of transfer in accordance with the provisionsherein contained, and until he does so he shallnot be freed from any liability in respect of the shares.

BORROWING POWERSPower to Borrow

Subject to the provisions of Sections 58A, 292 and 293 of the Act and ofthese Articles, the Board may, from timeto time at its discretion, by a resolution passed at a Meeting of the Boardaccept deposits from Members, either inadvance of call or otherwise, and generally raise or borrow or secure the

payment of any sum or sums of money forthe purposes of the company provided however, where the moneys to beborrowed together with the moneys already

borrowed (apart from temporary loans obtained from the Companysbankers in the ordinary course of business)exceed the aggregate of the paid up capital of the Company and its freereserves (that is to say, reserves not set apart

for any specific purpose) the Board shall not borrow such moneys withoutthe consent of the Company in General

Meeting.The payment or repayment of monies borrowed

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The payment or repayment of moneys borrowed as aforesaid may besecured in such manner and upon such termsand conditions in all respects as the Board may think fit, and in particularby a resolution passed at a meeting of the

Board (and not by Circular Resolution) by the issue of debentures of the

Company, charged upon all or any part of theproperty of the Company (both present and future) including its uncalledcapital for the time being, and debentures,and other securities may be made assignable free from any equitiesbetween the Company and the person to whomthe same may be issued.

General Meeting.

Register of Mortgages, etc. To be kept

The Board shall cause a proper register to be kept in accordance with theprovisions of Section 143 of the Actof all mortgages, debentures and charges specifically affecting the

property of the Company; and shall cause therequirements of Sections 118, 125, and 127 to 144 (both inclusive) of the

Act, in that behalf to be duly compliedwith (within the time prescribed by the said sections of such extensionsthereof as may be permitted by the Company

Law Board or the Court or the Registrar as the case may be) so far as theyfail to be complied with by the Board.Register and Index of Debenture holdersThe Company shall, if any time it issues debentures, keep a Register and

Index of Debenture holders in accordancewith Section 152 of the Act. The Company shall have the power to keep inany State or Country outside India a

Branch Register of Debenture-holders resident in that State or Country.

Deposit of share warrant

1) The bearer of a share warrant may at any time deposit the warrant atthe office of the Company, and so long asthe warrant remains so deposited, the depositor shall have the same rightof signing a requisition for calling a

meeting of the Company, and of attending, and voting and exercising theother privileges of a Member at anymeeting held after the expiry of two clear days from the time of deposit asif his name were inserted in the Register of Members as the holder of theshare included in the deposited warrant.

2) Not more than one person shall be recognised as depositor of the sharewarrant.

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3) The Company shall, on two days written notice, return the depositedshare warrant to the depositor.

Issue of new Share Warrant or Coupon

The Board may, from time to time, make rules as to the terms on which (ifit shall think fit) a new share warrant orcoupon may be issued by way of renewal in case of defacement, loss ordestruction.

CONVERSION OF SHARE INTO STOCK AND

RECONVERSION

Shares may be converted into stock

The Company in General Meeting may convert any paid-up shares intostock; and when any shares have beenconverted into stock, the several holders of such stock may thenceforthtransfer their respective interest therein,or any part of such interest, in the said manner and subject to the same

Regulations as, and subject to whichshares from which the stock arose might have been transferred if no such

conversion had taken place, or as nearthereto as circumstance will admit. The Company may at any timereconvert any stock into paid-up shares of anydenomination.

Right of stockholders

The holders of stock shall, according to the amount of stock held by them,have the same rights, privileges andadvantages as regards dividends, voting at meetings of the Company, andother matters, as if they held the shares

from which the stock arose, but no such privilege advantage (exceptparticipation in the dividends and profits of theCompany and in the assets on winding-up) shall be conferred by anamount of stock which would not, if existing inshares, have conferred that privilege or advantage.

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MEMBERS MEETINGS

Annual General Meeting

Annual General Meeting of the company may be convened subject toSection 166 and Section 210 of the Act bygiving not less than 21 days notice in writing. Subject to the provisions of

Section 171 (2) a meeting may be convenedafter giving a shorter notice.

Extra ordinary General Meeting

The Board may, whenever it thinks fit, call an Extraordinary GeneralMeeting and it shall do so upon a requisition inwriting by any Member or Members holding in the aggregate not less than

one tenth of such of the paid-up capital;as at that date carried the right of voting in regard to the matter in respectof which the requisition has been made.

Requisition of members to state Objects of Meeting

Any valid requisition so made by the Members must state the object orobjects of the meeting proposed to be called,

and must be signed by the requisitionists and be deposited at the office;provided that such requisition may consistof several documents in like form each signed by one or morerequisitionists.

On receipt of requisition, Directors to call meeting and in defaultrequisitionists may do so

Upon the receipt of any such requisition, the Board shall forthwith call anExtraordinary General Meeting; andif it does not proceed within twenty-one days from the date of the

requisition being deposited at the Office tocause a meeting to be called on a day not later than forty-five days fromthe date of deposit of the requisition, therequisitionists, or such of their number as represent either a majority invalue of the paid-up. share capital held byall of them or not less than one-tenth of such of the paid-up share capitalof the Company as is referred to in Section

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shall elect one of their members to be the Chairman.

Business confined to election of Chairman Whilst chair vacant

No business shall be discussed at any General Meeting except the election

of a Chairman, whilst the chair is vacant.Chairman with consent may adjourn meetingThe Chairman with the consent of the meeting may adjourn any meeting

from time to time and from place toplace within the city or town in which the office of the Company is situatedfor the time being but no businessshall be transacted at any adjourned meeting other than the business leftunfinished at the meeting from which theadjournment took place.

Question at General Meeting how decided

At any General Meeting a resolution put to the vote of the meeting shall bedecided on a show of hands unless a pollis (before or on the declaration of the result of the show of hands)demanded by a member or members present in

person or by proxy and holding shares in the Company which confer apower to vote on the resolution not being less than 1/10th of the totalvoting power in respect of the Resolution or on which an aggregae sum ofnot less than

Rs. 50OO/- has been paid up. The demand for a poll may be withdrawn atany time by the person or persons whomade the demand.

Chairmans casting vote

In the case of any equality of votes, the Chairman shall both on a show ofhands and at a poll (if any) have a castingvote in addition to the votes to which he may be entitled as a Member.

Demand for poll not to prevent transaction of other business

The demand for a poll except on the question of the election of theChairman and of an adjournment shall not

prevent the continuance of a meeting for the transaction of any business

other than the question on which the pollhas been demanded.

Member in arrears not to vote

No member shall be entitled to vote either personally or by proxy at anyGeneral Meeting or meeting of a class of

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Article 107 deleted by resolution of members adopted in the AGM held onJune 14, 2003

Subject to the provisions of the Act, the Directors, may from time to timeentrust and confer upon a Managing

Director for the time being such of the powers exercisable upon such termsand conditions and with such restrictionsas they may think fit either collaterally with or to the exclusion of and insubstitution for all or any of their own

powers and from time to time revoke, withdraw, alter or vary ail or any ofsuch powers.

Debenture Directors

If it is provided by any Trust Deed, security or otherwise, in connectionwith any issue of debentures of the Companythat any person or persons shall have power to nominate a Director or

Directors of the Company, then in the case ofany and every such issue of debentures, the person or persons having such

power may exercise such power from timeto time and appoint a Director or Directors accordingly. Any Director soappointed is herein referred to as Debenture

Director. A Debenture Director may be removed from office at any timeby the person or persons in whom for the

time being is vested the power under which he was appointed and anotherdirector may be appointed in his place. Adebenture director shall not be bound to hold any qualification shares. Adebenture director shall not if so agreed bythe company be liable to retire by rotation; but shall automatically ceaseto hold office as a director if and when thedebentures are fully discharged.

re-election at such meeting.

Qualification shares of Directors

A Director shall not be required to hold any qualification shares.Remuneration of DirectorsThe remuneration of Directors and Executives of the Company, includingthe fees payable to the Directors of theCompany in attending the Meeting of the Board or the Committees of the

Board, shall be determined by the Board

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of Directors from time to time, provided that the sitting fees payable to theDirectors as aforesaid shall be within themaximum limits of such fees that may be prescribed under the proviso to

Section 310 of the Companies Act, 1956.|Power of talent

Directors Traveling Expenses

In addition to the remuneration payable to them, the Directors shall beentitled to be paid all traveling, hotel andother incidental expenses properly incurred by them in attending andreturning from meetings of the Board of

Directors or any Committee thereof or General Meetings or in connectionwith the business of the Company. Therules in this regard may be framed by the Board of Directors from time totime.

Special remuneration for performing extra services

If any Director be called upon to perform extra services or specialexertions or efforts (which expression shall includework done by a Director as a Member of any committee formed by the

Director(s)) the Board may arrange with suchDirectors for such special remuneration for such extra services or specialexertions or efforts either by a fixed sum orotherwise as may be determined by the Board and such remunerationmay be either in addition to or in substitution

for his remuneration, subject to provisions of the Act and confirmation bythe Company in General Meeting.

Directors may act notwithstanding any vacancy

The continuing Directors may act notwithstanding any vacancy in theirbody, but if and so long as their numberis reduced below the quorum fixed by the Act for a meeting of the Board of

Directors, the continuing Director orDirectors may act for the purpose of increasing the number of Directors tothat fixed for a quorum or for summoninga General Meeting but for no other purpose.

Terms of office of Directors

Not less than two-thirds of the total number of Directors shall be personswhose period of office is liable todetermination by retirement of Directors by rotation.

Retirement of Directors by rotation

At every annual general meeting of the Company one-third of such of theDirectors for the time being as are liable to

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retire by rotation, or if their number is not three or a multiple of three,then the number nearest to one third, shallretire from office.

Ascertainment of Directors to retire

The Directors to retire by rotation under the foregoing article shall bethose who have been longest in office sincetheir last appointment but as between persons who become Directors onthe same day, those who are to retire shall, indefault of and subject to any agreement among themselves, be determinedby lot. A retiring Director shall be eligible

for re-election.

Company to appoint successors

The Company, at the annual general meeting at which a Director retiresin manner aforesaid, may, fill up the vacatedoffice by electing the retiring Director or some other person thereto.

Provisions in default of appointmenta) If the place of the retiring Director is not so filled up and the meeting

has not expressly resolved not to fill

the vacancy, the meeting shall stand adjourned till the same day in thenext week at the same time and place,or if that day is a public holiday, till the next succeeding day which is not a

public holiday at the same timeand place.b) If at the adjourned meeting also, the place of the retiring Director is not

filled up and that meeting also hasnot expressly resolved not to fill the vacancy, the retiring Director shall bedeemed to have been re-appointedat the adjourned meeting, unless:i) at the meeting or at the previous meeting a resolution for the re-appointment of such Director has been

put to the meeting and lost;ii) the retiring Director has, by s notice in writing addressed to theCompany or its Board of Directorsexpressed his unwillingness to be so re-appointed;iii) he is not qualified or is disqualified for appointment;

iv) a resolution, whether special or ordinary is required for theappointment or reappointment by virtue ofany provisions of the Act; orv) the provision to sub-section (2) of Section 263 is applicable to the case.

Company may increase or reduce number of Directors

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Subject to Sections 252, 256 and 259 of the Act, the Company in generalmeeting may from time to time, increase orreduce the number of Directors, within the limits fixed in that behalf bythese Articles.

Removal of Directors

The Company may (subject to the provisions of Section 284 of the Act)remove any Director before the expiration ofhis period of office and appoint another person in his stead.

PROCEEDINGS OF THE BOARD OF DIRECTORSMeeting of Directors

The Directors may meet together as a Board for the dispatch of businessfrom time to time and shall so meet at leastonce in every three calendar months and at least four such meetings shallbe held in every year. The Directors mayadjourn and otherwise regulate their meetings as they may think fit.

Notice of Board Meetings

Notice of every meeting of the Board shall be given in writing to everyDirector for the time being in India and at hisaddress in India to every other Director.

Quorum

Subject to Section 287 of the Act, the quorum for a meeting of the Boardshall be one-third of its total strength(excluding Directors, if any, whose places may be vacant at the time. andany fraction contained in that one-thirdbeing rounded off as one), or two Directors whichever is higher. Providedthat where at any time the number ofinterested Directors exceeds or is equal to two- thirds of the total strength,the number of the remaining Directors,that is to say, the number of the Directors who are not interested presentat the meeting being not less than two, shall

be the quorum during such meeting.

Adjournment of meetings for want of quorum

If a meeting of the Board could not be held for want of quorum, then themeeting shall automatically stand adjournedto such other time as may be fixed by the Chairman.

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Secretary to call board Meeting

The Secretary shall, and when directed by any Director to do so, convene ameeting of the Board by giving a noticein writing to every other Director.

Chairman of Directors

The Directors shall choose one of their member to be the Chairman of theDirectors who shall hold such office untilthe Directors otherwise determine. If at any meeting the Chairman of the

Directors shall not be present at the timeappointed for holding the same, the Directors present shall choose someone of their member to be the Chairman ofsuch meeting.

Questions how decidedQuestions arising at any meeting of the Board shall be decided by amajority of votes and in the case of an equality ofvotes the Chairman shall have second or a casting vote.

of talentPowers of Board Meeting

A meeting of the Board for the time being at which a quorum is present,shall be competent to exercise all or anyof the authorities, power and discretions which by or under the Act or the

Articles of the Company are for the time

being vested in or exercisable by the Board generally.

Appointment of Sub-committee

The Board may appoint from time to time a sub-committee consisting ofone or more Director(s) and or one or moresenior executive(s) of the Company to deal with matters relating totransfer / transmission of shares / debentures andsuch other matters incidental thereto with such powers and duties, as the

Board deems fit.

Directors may appoint committees

Subject to the restrictions contained in Section 292 of the Act, the Boardmay delegate any of its powers to committeesof the Board consisting of such members of its body as it thinks fit, and itmay from time to time revoke and dischargeany such committee of the Board either wholly or in part, and either as to

persons or purposes. But every committee

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of the Board so formed shall in the exercise of the powers so delegated,confirm to any Regulations that may fromtime to time be imposed on it by the Board. All acts done by any suchcommittee of the Board in conformity withsuch Regulations and in fulfilment of the purpose of their appointment but

not otherwise shall have the like forceand effect as if done by the Board.

Meetings of Committee how to be governed

The meetings and proceedings of any such committee of the Boardconsisting of two or more members shall begoverned by the provisions herein contained for regulating the meetingsand proceedings of the Directors so far asthe same are applicable thereto and are not superseded by any

Regulations made by the Directors under the lastpreceding Article. The provisions of Article 134 shall mutatis mutandisapply to the meetings of such committee.

Circular Resolution

No resolution shall be deemed to have been duly passed by the Board or bya Committee thereof by circulation,unless the resolution has been circulated in draft, together with thenecessary papers, if any, to all the Directors orto all the members of the committee then in India (not being less innumber than the quorum fixed for a meeting ofthe Board or Committee, as the case may be), and to all other Directors or

members of the Committee, at their usualaddress in India and has been approved by such of the Directors ormembers of the Committee as are then in India,or by a majority of such of them as are entitled to vote on the resolution.

Validity of Directors Acts

All acts done by any meeting of the Board or by a Committee or by a sub-committee of the Board, or by any personacting as a Director shall notwithstanding that it shall afterwards bediscovered that there was some defect in the

appointment of such Directors, or persons acting as aforesaid, or thatthey or any of them were disqualified or hadvacated office or that the appointment of any of them were disqualified orhad vacated office or that the appointmentof any of them had been terminated by virtue of any provisions containedin the Act or in these Articles, be as validas if every such person had been duly appointed and was qualified to be a

Director and had not vacated his office or

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his appointment had not been terminated. Provided that nothing in thisArticle shall be deemed to give validity toacts done by a Director after his appointment has been shown to theCompany to be invalid or to have terminated.

Payment out of Capital

To pay and charge to the capital account of the company any commissionor interest lawfully payable thereoutunder the provisions of Sections 76 and 208 of the Act,To acquire property

Subject to Sections 292 and 297 of the Act to purchase or otherwiseacquire for the Company any property,rights, privileges which the Company is authorised to acquire, at or forsuch price or consideration andgenerally on such terms and conditions as they think fit, and in any such

purchases or other acquisition toaccept such title as the Directors may believe or may be advised to bereasonably satisfactory,|Power of talent

To give receipts

To make and give receipts, releases and other discharges for moneyspayable to the Company, and for theclaims and demands of the Company.

To authorize acceptances

To determine from time to time who shall be entitled to sign, on theCompanys behalf, bills, notes, receipts,acceptances, endorsements, cheques, dividend warrants, releases,contracts and documents and to give

Necessary authority for such purpose.To distribute bonus

To distribute by way of bonus amongst the staff of the Company a sharein the profits of the Company, and to

To delegate powers

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Subject to Section 292 of the Act, from time to time and at any time todelegate to any persons so appointedany of the powers, authorities and discretions for the time being vested inthe Board, other than their powerto make call or to make loans or borrow moneys and to authorise the

members for the time being of any suchLocal Board, or any of them, to fill up any vacancies therein and to actnotwithstanding vacancies, and any

Such appointment or delegation may be made on such terms, and subjectto such conditions as the Boardmay think fit, and the Board may at any time remove any persons soappointed and may annul any suchdelegation.

Prohibition of simultaneous appointment of Managing Director andManager

The Company shall not appoint or employ at the same time more than oneof the following categories of management

personnel namely:a. Managing Director andb. Manager

The Seal, its custody and use

a. The Board shall provide a Common Seal for the purposes of theCompany and shall have power from timeto time to destroy the same and substitute a new seal in lieu thereof andthe Board shall provide for the safecustody of the Seal for the time being and the Seal shall never be usedexcept by the authority of the Board orCommittee of the Board previously given.

b. The Company shall also be at liberty to have an official Seal inaccordance with Section 50 of the Act, for usein any territory, district or place outside India.

Deed how executed

Every Deed Or Other instrument, to which the Seal of the Company isrequired to be affixed, shall unless the sameis executed by a duly constituted attorney be signed by one Director orsome other person appointed by the Board

for the purpose provided that in respect of the Share Certificate the Sealshall be affixed in accordance with Rule 6 of

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the Companies (Issue of Share Certificates) Rules, 1960.r of talent

Division of profits

The profits of the Company, subject to any special rights relating thereto

created or authorized to be created by theseArticles, shall be divisibleamong the Members in proportion to the amount of capital paid-up orcredited as paid-upand to the period during the year for which the capital is paid-up on theshares held by them respectively.

The Company in general meeting may declare dividends

Subject to the provisions of Section 205 of the Companies Act, 1956 theCompany in General Meeting may declaredividends, to be paid to its Members according to their respective rightsbut no dividends shall exceed the amountrecommended by the Board, but the Company in General Meeting maydeclare a smaller dividend.

Interim Dividend

The Board may, from time to time, pay to the members such interimdividend as in their judgement the position ofthe Company justifies.

Capital paid-up in advance carrying interest not to earn dividend

Where capital is paid in advance of calls, such capital may carry interestbut shall not be in respect thereof confer aright to dividend or participate in profits.

Dividend to be paid pro-rata

a. Subject to the rights of persons, if any, entitled to shares with specialrights as to dividends, all dividendsshall be declared and paid according to the amounts paid or credited as

paid on the shares in respect whereofdividend is paid but if and so long as nothing is paid upon any shares in

the Company, dividends may bedeclared and paid according to the amounts of the shares.b. No amount paid or credited as paid on shares in advance of calls shallbe treated for the purpose of thisregulation as paid on shares.c. All dividends shall be apportioned and paid proportionately to theamounts paid or credited as paid on the

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shares during any portion or portions of the period in respect of which thedividend is paid. But if any sharesis issued on terms providing that it shall rank for dividend as from a

particular date such shares shall rankfor dividend accordingly.

Retention of Dividends until completion of transfer under Article 62

The Board may retain the dividends payable upon shares in respect ofwhich any person is, under Article 62 entitledto become a Member, which any person under that Article is entitled totransfer, until such person shall become amember in respect of such shares or shall duly transfer the same.

Dividend, etc. to joint-holders

No member to receive dividend whilst indebted to the Company andCompanys right to reimbursementthereof

No member shall be entitled to receive payment of any interest or dividendin respect of his share or shares, whilstany money may be due or owing from him to the Company in respect ofsuch share or shares or otherwise howsoevereither alone or jointly with any other person or persons; and the Boardmay deduct from the interest or dividend

payable to any member all sums of money so due from him to theCompany.

Transfer of shares to be registered

A transfer of shares shall not pass the right to any dividend declaredthereon before the registration of the transfer.

Manner of payment of dividend

Unless otherwise directed, any dividend may be paid by cheque orwarrant or by a pay slip or receipt having the

force of a cheque or warrant sent through the post to the registered

address of member or person entitled or in case of joint holder to that oneof them first named in the Register in respect of the joint holder. Everysuch cheque orwarrant shall be made payable to the order of the person to whom it issent. The company shall not be responsible

for any cheque or warrant or pay slip or receipt lost in transmission or forany dividend lost to the member or person

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entitled thereto by the forged signature of any pay slip or receipt or thefraudulent recovery of the dividend by anyother means.

Power of talent

DOCUMENTS AND NOTICES

Service of documents or notices on members by the CompanyA document or notice may be served or given by the Company on any

member either personally or by sending it bypost to him to his registered address, or (if he has no registered address inIndia) to the address supplied by him tothe Company for serving documents or notices on him.

Manner of service of documents or notices

By Advertisement

A document or notice advertised in a newspaper circulating in the city inwhich the office of the Company is situatedshall be deemed to be duly served or sent on the day on which the

Advertisement appears on or to every Memberwho has no registered address in India and has not supplied to theCompany an address within India for the servingof documents on or the sending of notice to him.

On personal representatives, etc.

A document or notice may be served or given by the Company to the jointholders of share by serving or giving thedocument or notice on or to the joint holder named first in the register ofmembers in respect of the share.

To whom documents or notices must be served or given

Documents or notices of every General Meeting shall be served or given insome manner hereinbefore authorised onor to (a) every Member, (b) every person entitled to a share inconsequence of the death or insolvency of a memberand (c) the Auditor/s for the time being of the Company.

Members bound by documents or notices served on or given to previousholders

Every person, who, by operation of law, transfer or other meanswhatsoever, shall become entitled to any share shall

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be bound by every document or notice in respect of such share. whichprior to his name and address being enteredon the Register of Members, shall have been duly served on or given to the

person from whom he derives his title tosuch share.

All documents or notices to be served or given by Members on or to theCompany or any officer at the office by postunder a Certificate of Posting or by Registered Post, or by leaving it at theoffice.

Dinesh ThakurNo. 496 10th mainM.C LayoutVijay Nagar, Bangalore

Karnataka 560040

(One equity)Jitin Singh ThakurNo. 46 14th mainB.T.M Layout Bangalore 45KARNATAKA

Nandan Mohan Nilekani(Son of M. R. Nilekani)37, Saraswatput,Dharwar - 580 002.KARNATAKA

PROSPECTUS

After the receipt of certificate of incorporation, if the promoters of a publiclimited company wishes to issue shares to the public, he will issue a

document called prospectus. It is an invitation to the public to subscribe to

the share capital of the company.

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2. Capital structure of the company:-

A. Authorized capital:-

B. Issued Capital:-

C. Subscribed Capital:

3. Terms of the present issue:-

A. Terms of the payment:-

B. How to apply- Interested people can download forms from

the companies official website

C. The mode of the payment :- D.D or by Cash.

D. The company is situated in Economic area that is going to be

benefited all the share holders of the company.

PARTICULAR OF THE ISSUE

A) OBJECTS: SOFTWARE DEVELOPMENTb) PROJECT COST: RS 80,00,00,000

C) MEANS OF FINANCING: loan from bank,by issuing share anddebenture

4. Company:-

1) OFFICE FURNITURE ETC.

2) Promoter is PUNEET THAKUR

3) Project is located at G.T ROAD RAMA MANDI JALANDHAR

PUNJAB

5. The Products:-

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A. The company is MANUFACTURING WOODEN FURNITURE it is

also dealing with MNCS of the India.

B. It is operating at the national as well as on the International

level.

6. Future prospects:-

The company is expecting to triple their sales and productionwithin the formation of 1st year. Company also expecting toincrease their cash profits and net profits.

AGREEMENT-1

Between: GRP construction Ltd. And RSP Furniture Ltd.with his main

address located or head office located at G.T Road

Rama Mandi Jalandhar

Complete address:

GRP Construction Co. Ltd

Registered off : 255 G.T Road Rama Mandi Jalandhar

Administrative office :

205 Preet Nagar Chandigarph U.T

Tel : 01978-223374, 223375, Fax: 223301

Website: www.grp.co.in

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And : (RSP Furniture Co. Ltd.) The company organized and existing by

laws with his head office located atJALANDHAR

Tel : 01978-223374, 223375, Fax: 223301

And : (GRP construction Ltd.) The company organized and existing by


Complete address:

GRP construction Ltd.

Registered off : G.T. ROAD JALANDHAR

NEAR- LPU, CHEHRU

PUNJAB

Administrative office:

3647/76- RAM COMPLEX

MODEL TOWN, JALANDHAR PUNJAB

PH. NO.- 90232028820

FAX- 465745

Now therefore in consideration of the mutual covenants set forth herein

and intending to be legally bound the parties here to agree as follows.

1. Services to company :

Here our Furniture manufacturing company performing the services in

accordance with the terms and conditions set forth in agreement.

2. Terms of agreement:

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This agreement will be begin [5th November 2009] and will end [5th

November 2011]. Either party may cancel the agreement in between [15

days] notice to other party in written by certified personal delivery or by

mail.

3. Place of services:

RSP Furniture would supply furniture to the construction company GRP

Ltd. Directly as and when they demand.

4. Payment made:

We perform services on the rate of the supply basis for delivery

performed in accordance with this agreement on services provided.

Payment must occur on first three days of every month or as per the

delivery of the furniture.

5. Confidential information:

The [RSP Furniture Ltd.] agrees that any information received during

their contract period which concerns to personal, financial affairs of

[GRP construction Ltd.] company will be treated by the [RSP Furniture

Ltd] in full

Confidence and will not be revealed to any other persons, firms and

organizations.

7. In Witness Where of:

The parties here to have excited this Agreement as of the day and year

First above written.

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COMPANY COMPANY

GRP construction Ltd RSP Furniture Lt

Authorized Signature Authorized Signature

(Director of Company) (Director of Company)

AGREEMENT-2

Between: GLAXEY BROTHERS IT LTD.. And RSP Furniture Ltd.with his

main address located or head office located at G.T Road

Rama Mandi Jalandhar

Complete address:

GRP Construction Co. Ltd

Registered off : 255 G.T Road Rama Mandi Jalandhar


205 Preet Nagar Chandigarph U.T

Tel : 01978-223374, 223375, Fax: 223301

And : (RSP Furniture Co. Ltd.) The company organized and existing by


Tel : 01978-223374, 223375, Fax: 223301

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And : (GLAXEY BROTHERS IT LTD.) The company organized and existing

by laws with his head office located atJALANDHAR

Complete address:

(GLAXEY BROTHERS IT LTD.)

Registered off : HARGOBIN NAGAR PHAGWARA


3647/76- RAM COMPLEX

MODEL TOWN, JALANDHAR PUNJAB

PH. NO.- 90232028820

FAX- 465745

Now therefore in consideration of the mutual covenants set forth hereinand intending to be legally bound the parties here to agree as follows.

1. Services to company :

Here our Furniture manufacturing company performing the services in

accordance with the terms and conditions set forth in agreement.

2. Terms of agreement:

This agreement will be begin [10th November 2009] and will end [10th

November 2011]. Either party may cancel the agreement in between [15

days] notice to other party in written by certified personal delivery or by

mail.

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3. Place of services:

RSP Furniture would supply furniture to the construction company

GLAXEY BROTHERS IT LTD. Directly as and when they demand.

4. Payment made:

We perform services on the rate of the supply basis for delivery

performed in accordance with this agreement on services provided.

Payment must occur on first three days of every month or as per the

delivery of the furniture.

5. Confidential information:

The [RSP Furniture Ltd.] agrees that any information received during

their contract period which concerns to personal, financial affairs of

[GLAXEY BROTHERS IT LTD..] company will be treated by the [RSP

Furniture Ltd] in full

Confidence and will not be revealed to any other persons, firms and

organizations.

7. In Witness Where of:

The parties here to have excited this Agreement as of the day and year

First above written.

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COMPANY COMPANY

GLAXEY BROTHERS IT LTD RSP Furniture Lt

Authorized Signature Authorized Signature

(Director of Company) (Director of Company)

FORM NO. 1

Registration No. Of Company .......... Nominal Capital:

Rs. ................

THE COMPANIES ACT, 1956

Declaration of compliance with the requirements of the Companies Act, 1956 on

application for registration of a company

[Pursuant to section 33(2)]

Name of Company RSP Furniture .Co. Ltd

Limited/Private Limited

Presented by..Md Reyaz Aqubal

I. of do solemnly and sincerely

Declare that I am [1] who is engaged in the formation of the

company, or a person

Named in the articles as a director/manager/secretary of the

PUBLIC Limited.And that all the requirements of the Companies Act, 1956, and the

rules there under in respect of matters precedent to the registration of the said company

and incidental thereto have been complied with.

And make this solemn declaration conscientiously believing the same to be true.

Date 1/12/2009 Md Reyaz Aqubal

Place JALANDHAR Signature

Witness Vice President

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Designation

1. An advocate of the Supreme Court of the ...................... High Court, an attorney or apleader entitled to appear before the........................... High Court or a charteredaccountant practicing in India.

2. State whether director, manager / secretary /advocate/ chartered account.

FORM NO. 18

Registration No. of the Company Nominal Capital: Rs


Notice of the situation/change of situation of registered office

[Pursuant to section 146]

Name of the company

Notice is hereby given that ----RSP Furniture Pub.Co. Ltd

1. (a) the registered office of the company is situated JALANDHARwith effect from 01/12/2009

[date](b) the situation of the registered office of the company of was changed from

to with effect from .

[Date]

2. Situation of registered office falls under the jurisdiction of HIGH COURTNAINITAL

(name of the police station).*Dated this Day of 19

Md ReyazAqubal

Signature

MD REYAZ AQUBAL

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Name (In

Block Capitals)

Vice

President

Designation

*State address of nearest police station with district and tehsil.JALANDHAR

FORM NO 29

Registration No. of Company........................ Nominal Capital

Rs. ...................................


Consent to act as director of a company and/or undertaking to take and

pay for qualification shares

[pursuant to section 264(2)/266(I)(a) and 266(1) (b)(iii)]

Name of company ...RSP FURNITURE Co

Ltd........................................... ..........................................

Presented by .MD

REYAZ.AQUBAL.............................................................................................................

..

To the Registrar of Companies

.............JALANDHAR..........................................................

I, the undersigned, hereby testify my consent to act as director of the ..RSP

FURNITURE Co. Ltd MD REYAZ AQUBAL ............................ pursuant to section

264(2)/266(1)(a) of the Companies Act, 1956 and certify that I have not been

disqualified to act as a director under sections 267 and/or 274 of the Companies

Act, 1956.

I, the undersigned having consented to act as director of the ...RSP

FURNITURE Ltd....................... Limited, also hereby undertake to take from the said

company and pay for 10000.................... shares of Rs. ........100......... each, being

the number/value of the shares prescribed as the qualification shares for the office

of director of the said company.

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Name and

surname in

full and

fathers

names

Address Occupatio

n

Date of

birth

Nationalit

y

Signature

1 2 3 4 5 6

MD REYAZ

AQUBAL

HARGOWI

ND

NAGAR

BUSINESS 02/01/198

6

INDIAN Md Reyaz

Aqubal

Signature .......Md Reyaz Aqubal.............. .....

Designation.....Vice President.....................

Dated the ........01/12/2009................... day of .................... 19

Notes: (1) Delete the portion not applicable.

(2) If a director signs through his agent authorized in writing, the authority

must be produced

before the Registrar.

(3) In case of undertaking to take and pay for qualification shares, the from

should be

accompanied by the necessary stamp duty.

FORM NO. 32

Registration No. of Company .......................... Nominal Capital Rs. ...................................

THE COMPANIES ACT, 1956Particulars of appointment of directors and manager and changes among them

[Pursuant to section 303(2)] Name of Company ......RSP FURNITURE Co Ltd................................... Presented

by ..... .MD REYAZ AQUBAL....................................

Note : --- If a company has no particulars to be included in one or two of the headings A B and C theparts containing those headings (in respect of which the company has no particulars to be included) need not be

filed.

A. Appointment of and changes among directors.

Name or names

and surname in

full

Fathers/

husbands

name

Usual

residential

address

Nationality Date of

appointment or

change

Brief

particulars of

changes

1 2 3 4 5 6

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MD REYAZ

AQUBAL

AQUBAL

AZAM

JALANDHAR,

PUNJAB

INDIAN

Notes: (1) A note of changes should be made in column 6 e.g. by inserting against the name of newdirector, etc. the words in place of ........................ and by indicating against the name of the

former director, the cause for the change, e.g. by death, resignation, retirement by rotation,

disqualification etc.

(2) In case of managing director, his designation should be stated with his name in columan1.B. [***]

C. Appointment of and changes in manager ship and secretary ship.

Name or names

and surname in

full

Fathers/

husbands

name

Usual

residential

address

Nationality Date of

appointment or

change

Brief

particulars of

changes

1 2 3 4 5 6

Dated the .......................................... day of ..............19

Signature ................Md Reyaz Aqubal............................

Designation.............Vice President...............................

Notes: (1) For the purposes of this form, particulars of a person appointed as manager within the

meaning of section 2(24) of the Companies Act, 1956 need be given.

(2) A note of change as also the cause of change e,g, by death, resignation, removal,

disqualification, etc. should be stated in column 6.

BIBLIOGRAPHY

REFERNCE FROM

MERCHANTILE LAW (K.C GARG)

www.vakeel.comN.D KAPOOR
http://www.vakeel.com/http://www.vakeel.com/

REYAZ ,A01

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