TERM PAPER

Of

Corporate & Business Law

On
ESTABLISHMENT OF IT COMPANY

Submitted to;
Mr. R S Deol
Lect.of CBL

Submitted by;
REHAN QADIR
R.No.RT1901A06
Reg.no.10901714
MBA 1st A

My group members are,

AJAY GOSSOAMY & DEEPAK KUMAR

 ACKNOWLEDGMENT

I am thankful to Mr. R S Deol for providing me the chance to

work on the topic 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 DOWN THE 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.

(REHAN QADIR)
 PREFACE
AS MBA Degree requires equal attention practical as well as theoretical
aspect of the business, various problems are to be dealt with in these
courses, that is why research programs are there to give deep as well as
through knowledge of the subjects.

WE have attempted to live up these requisites while preparing this term

paper. It is part of professional courses. With the help of term paper we
can able to understand the deep knowledge about the specific topic
assign to us.

During our project work I observed some the aspect of

It is hoped that this report meets the given expectations and various
requirement of the research.

(REHAN QADIR)
 INTRODUCTION

A company is a group of persons associated together for the attainment

of a common end, social or economic.

Or we can say a company is an association of individuals formed for

some common purpose.

The company incorporated under the section 3 (1)(i) of the Companies

Act 1956 or some earlier company Acts. Companies incorporated under
the companies Act 1956 are mostly business companies but they may
also be formed for promoting art, research, charity, commerce, or any
other useful purpose.

A company, formed and registered under the Company Act, is regarded

by law as a single person, having specified rights and obligations. The law
confers on a company a distinct legal personality, with perpetual
succession and a common seal.

Objective

The objective of the company formation is

To know, grasp the application of the corporate business law.

To know about the essential step to company formation

To know what are the essential documents regarding to the company formation.

To know about the legal formalities for formation of company.

How to make the agreement between the companies.

Essential step To form a company in India:
The following steps are required to form a company (private or public) in India.

1. Get ‘name availability’ from Registrar of Companies (ROC).

2. Draft and execute Memorandum & Articles of Association and other documents.
3. Pay duties and fees
4. File Memorandum & Articles of Association and other documents with ROC
5. Represent with ROC for any reservations or comments he may have
6. Procure incorporation certificate from ROC.
7. Subscribe to the agreed share capital of the company
8. Obtain commencement certificate (for public companies

To get a Name :

Company law requires that the name of each company should be unique. As such, the
proposed name of the company to be formed has to be approved by the Registrar of
Companies and
blocked till registration. The following is the process to get availability of name.

1. Promoters have to file an application in Form 1A giving the following particulars:

· Names and addresses of promoters
· Proposed name of the company
· Alternative names of the proposed company. This is required sif the proposed name is not
available.
· Type of company - Private or Public
· Brief objects of the company
· Proposed Directors and their addresses
· Proposed address of the company
· Authorised Share Capital (Authorised capital is the one upto which company can issue
shares. The paid up capital can be lower than this).
· Details of Group companies, if any
· Details of fees paid for name availability
· Note about significance of the proposed name. This is because regulations have some
Criteria based on which names are to be allowed.

2. A fee of INR 500 is to be paid along with the application.

3. Typically it takes 4 working days for the ROC to confirm availability of name/s. There
May happen iteration with the ROC to get the desired name.

4. If the proposed names are not approved, more alternative names have to suggest.
5. On approval of name, the Registrar will issue a name allotment letter and will block the
Name.

Documents to be filled with the registrar

For the registration of the company, it is essential to ascertain from the Registrar Of
Companies if the proposed name of the company is approved. Then the following documents
duly stamped together with the necessary fees are to be filled with the Registrar.

• Memorandum of association , prepared according to the company act 1956, and

signed by at least 7 persons in the case of public company. And duly signed by
subscribers.

• The Articles of association, the public ltd company is limited by guarantee and
private companies is limited by shares.

• The agreement, if any , which the company proposes to enter into with any
individual for appointment as its managing or whole time director or manager [sec.
33(1)].

• The list of the directors who have agreed to become the first directors of the
company and their written consent to act as director and take up qualification shares.

• A declaration by any of the following persons, an advocate, an attorney or a pleader,

a chartered accountant , or a person named in the articles as director, manager, or
secretary of the company.

• The registration fees of a company are fixed on the graduated scale on the amount of
nominal capital or the number of members. There is also a filing fee per document.
 If the Registrar is satisfied that all the required documents of the act have
been compiled with, he will register the company and issue a certificate called the
Certificate of Incorporation.

FORMATION OF IT INDUSTRY
STEP 1- SELECTION OF THE TYPES OF
THE COMPANY:-
We are forming PUBLIC COMPANY, section 3(1) (iv) of the companies Act 1956. We
establish a IT industry. It is basically the developing software company.

STEP 2-SELECTION OF NAME FOR THE

PROPOSED COMPANY:-
For the selection of name for the company following measures are taken by my team
members:-

CIRCULARS:-
GENERAL CIRCULARS which are issued by the GOVERNMENT OF
INDIA,MINISTRY OF FINANCIAL AND CORPORATE AFFAIRS. It is send or
issued to all the registrars of the company and it is also issued to the regional and
board of directors of the company. We have kept in all the parameters regarding the
formation and naming of the IT company in IT sector. For example, we have kept in
mind what all things and legal aspects are important for the formation of company
and what all are its requirements.

ACTS AND BILLS:-

After we had finished up with the circulars and other legal formalities under company
bill we then move to billing part. Under this various clauses are involved such as:-
  Short title

 Commencement and application

 Memorandum

 Articles of association

 Company’s register charges

 Removal of board of director

Step 3 Availability of names

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.

• Glaxey brothers IT Limited

• Ajay IT Limited

• Deepak IT Limited

• Rehan IT Limited

• Oops IT Limited

• Delhi IT limited

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 with the required registration fee to just check weather the name is
appropriate.

Apply to the concerned ROC to ascertain the availability of name in form 1 A (Pursuant to
section 20 and 21 of the companies Act, 1956) by logging in to the portal. A fee of Rs 5s00
for the availability of name.

APPROVAL OF NAME:- GLAXEY BROTHERS IT LTD.

After the receipt of complete application is filled then the registrar check whether the name
proposed is available or not. The registrar has informed regarding the conformation of
company’s name and its validity is for 6 months as we fulfilled all the terms and conditions
for the approval of the name of the company.

The name of the our company is “Glaxey brothers IT Limited’’

Step 4 Apply for director identification number and digital

signature:-
Every applicant, who apply for director they need Director Identification Number. Applicant
who has made an application for allotment of Director Identification Number, may be
appointed as a director in a company, or, hold office as director in a company till such time
such applicant has been allotted Director Identification Number.

As per provision to Section 253 of the Companies Act, 1956, inserted by the company’s
(Amendment) Act, 2006, w.e.f 1-11-2006, no company can appoint or re-appoint any
individual as Director of the company unless he has been allotted a Director Identification
Number Section 266B.
As we are making our company in 2009,so we come under New Section266A. So Mr Deepak ,
MR. Rehan qadir and MR. Ajay are appointed for being a Director. For this they have
prepared an application to the Government in prescribed DIN FORM. Therefore, before the
submission of e-Form1A all the directors of the company must make sure that they should
have DIN.

STEP 5- DIGITAL SIGNATURE

After 08 February, 2006 every document prescribed under Company’s 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 company’s directors MR. Rehan
qadir, MR. Deepak, MR. Ajay 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 be disclose to the
ROC. The essential forms are filled with the relevant information and the essential document.
The form is filled giving the following information:

The application is for incorporating of a new IT industry, name of company is “GLAXEY

BROTHERS IT LIMITED’’.

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 12.

The main object of the company is developing software

Proposed authorized capital is Rs 8000,000,000

The memorandum of association and the Articles of association are attached with the form.
the MOA and AOA should be in order to for stamping of the MOA and AOA with the
appropriate stamp duty.

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

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

Objective of company

The Object of the Company:

1.The object of the company to developing software and maintenance.

2.The object of the company to setup the distribution sale of the product

3.The object of the company is to generate more job opportunities in India and abroad.

4.The object of the company is to enhance the Industrialization.

Memorandum of Association and Rules:

• Name clause - The name of the company is

“GLAXY BROTHERS IT LIMITED”

• Registered clause - The registered office of the GLAXY BROTHERS IT LIMITED is

situated in HARGOBIMD NAGAR PAGWARA , PUNJAB.

• The object clause; The Object of the Company:

1.The object of the company is software develop and maintenance and manufacturing
computers.

2.The object of the company to setup a distribution sale of the product.

3.The object of the company is to generate more job opportunities in India and abroad.

4.The object of the company is to enhance the Industrialization.

Liability clause: Limited, liability or limited by shares. GLAXEY BROTHERS IT LTD.

• Capital clause: Rs 800,000,000

The association clause :

Name Address Occupation

1 MR. REHAN DELHI Business, director

2 MR. DEEPAK BIHAR Company Executive

3 MR.AJAY LAKHNOW Joint Secretary

4 MR. REYAZ BIHAR PATNA Business secretary

5 MR.IRFAN SHIRI NAGAR Professor

6 MR. PUNIT HIMACHAL Professor

7 MR.LOKESH RAJISTHAN Company Executive (Member)

ADMINISTRATIVE BODIES OF THE ASSOCIATION:

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

A. General Body
B. Executive Committee.

A. The General Body of the Association:

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

(a) The President

(b) Vice- President
(c) Secretary
(d) Treasurer

Functions of the General Body:

1. To ensure smooth and efficient working of the Association

2. To select and nominate office bearers of the Association.
]3. To review the annual report and audited statement of accounts.
4. To consider and adopt amendment of the rules whenever necessary.

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- REHAN QADIR

c)Occupation- BUSINESS

d)Address- TIKONA PARK JAMIA NAGAR NEW DELHI

e) City- DELHI

f) State- DELHI

g) Pin code- 011

h) Phone- 9592620105

(i) e-mail ID- rehan_qadir19@yahoo.co.in

3.(a) Type of company - NEW COMPANY

(b). State whether the proposed company is public or private PUBLIC phagwara
PUNJAB

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

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

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 identity number (CIN) or foreign
company registration number (FCRN) or any other registration number—DNP 2467

*Name REHAN QADIR

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 6570

*Name REHAN QADIR

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

(a). GLAXEY BROTHERS IT Limited

(b)DEEPAK IT Limited
(c))AJAY IT Limited

(d)REHAN IT Limited

(e)OOPS IT Limited

(f)DELHI IT LIMITED

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, mutual fund etc., a copy of the in-principle approval of the
appropriate authority should be enclosed) SOFTWARE DEVELOPMENT

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 no3438

13.(a)Proposed authorised capital (in Rs.)- 800,000,000

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

14. *Particulars of proposed director(s) (specify information of two directors in case the
proposed company is a private company or specify 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

(b). *Reasons for change in name (in case of yes above, mention proposed main objects of
the company)

(b) Address of the

registered office

of the company

16.(a) Name of the company

Attachments

1.In case of change of name of an existing company, a copy of Board resolution

2. Trademark or authorisation to use trade mark, if the name of the company is based on

trade mark or application for deed of assignment

3. If change is due to a direction received from the Central Government, then a copy of such

direction

4. Optional attachment(s) - if any

(c) *e-mail ID of the company

(e) Present authorised capital (in words)

17.(a) *Whether the change in name requires change in main objects of the company Yes No

(d) Present authorised capital (in Rs.)

(f) Maximum number of members

Page 5 of 5

For office use only:

Digital signature of the authorising officer

This e-Form is hereby approved

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

ARTICLE OF ASSOSIATION

1.SHARE CAPITAL AND INCREASE AND REDUCTION OF

CAPITAL
“The Authorized Share Capital of the company is Rs. 200,00,00,000
(Rupees two hundred Crore only) divided into 20,00,00,000 (Ten Crore)
Equity Shares of Rs. 20 each (Rupees ten only) with powers to increase or
reduce the same 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 its
capital by the creation of new shares, such increase to be of such
aggregate amount and to be divided into shares of such amounts as the
resolution shall prescribe.

Additional capital to form part of existing capital

 Except so far as otherwise provided by the conditions of issue or by these
presents, any capital raised by the creation of new shares, shall be
considered as part of the existing capital.

Redeemable preference shares

Subject to the provisions of Section 80 of the Act, the Company shall have
the power to issue Preferential Shares

which are or at the option of the Company are to be liable to be redeemed

and the resolution authorising such issue shall prescribe the manner,
terms and conditions of redemption.

Reduction of capital

The Company may (subject to the provisions of Sections 78, 80, 100 to
105 inclusive, of the Act) from time to time by Special Resolution, reduce
its capital and any Capital Redemption Reserve Account or Share
Premium Account in any manner for the time being authorised by law,
and in particular, capital may be paid off on the footing that it may be
called up again 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
hereinbefore mentioned no share shall be sub-divided.

Shares at the disposal of the Directors: Subject to the provisions of

these Articles and the Act, the shares in the capital of the Company for
the time being (including any shares forming part of any increased capital
of the Company) shall be under the control of the Directors who may
issue, allot or otherwise dispose of the same or any one of them to such
persons in such proportion and on such terms and conditions. The shares
can be issued at a discount and at such times as they may from time to
time think fit and proper and with the sanction of the Company in General
Meeting to give to any person the option to call for or allotted shares of
any class of the Company either at par or at premium or subject as
aforesaid at a discount during such time and for such consideration and
such option being exercisable at such times as the Directors think fit; and
any shares which may be so allotted may be issued as fully paid-up
shares and if so issued shall be deemed to be fully paid-up shares. The
Board shall cause to be filed the returns as to allotment provided for in
Section 75 of the Act. Provided that the option or right to call of shares
shall not be given to any person except with the sanction of the company
in the General Meeting.

Acceptance of shares

Any application signed by, or on behalf of, an applicant for shares in the
Company followed by an allotment of any shares therein, shall be an
acceptance of shares within the meaning of these Articles; and every
person who thus or otherwise accepts any shares and whose name is
entered in its Register of Members shall, for the purpose of these Articles,
be a member of the Company.

Share Certificate

The share certificates shall be issued in market lots and where share
certificates are issued in either more or less than market lots, sub-
division or consolidation of share certificates into market lots shall be
done free of charge.

Directors may sign a share certificate by affixing their signature thereon

by means of any machine, equipment or other mechanical means, such as
engraving in metal or lithography, but not by means of a rubber stamp,
provided that the Director shall be responsible for the safe custody of
such machine, equipment or other material used for the purpose.

Renewal of share certificate

No fee shall be charged for issue of new share certificates in replacement

of those which are old, decrepit, worn out. If a share certificate is lost or
destroyed, a new certificate in lieu thereof shall be issued only with the
prior consent of the Board and on payment of such fee, not exceeding
Rupees two as the Board may from time to time fix, and on such terms, if
any, as to evidence and indemnity as to payment of such out-of-pocket
expenses incurred by the Company in investigating evidence, as the
Board thinks fit. When a new share certificate has been issued in
pursuance of Clause (c) of this Article, it shall state on the face of it and
against the stub or counterfoil to the effect that it is “a duplicate issued in
lieu of share certificate No_123.” The word “duplicate” shall be stamped
or punched in bold letters across the face of the share certificate.

CALLS
Directors may from time to time, subject to the terms on which any shares
may have been issued and subject to the conditions of allotment, by a
resolution passed at a meeting of the Board (and not by circular
resolution) make such calls as it thinks fit upon the Members in respect of
all monies unpaid on the shares held by them respectively and each
member shall pay the amount of every call so made on him to the person
or persons and at the time and place appointed by the Board. A call may
be made payable by installments.

Notice of calls

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

Calls to date from resolution.

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

Call may be revoked

A call may be revoked or postponed at the discretion of the Board

Sums deemed to be calls

Any sum, which by the terms of issue of a share become payable on

allotment or at any fixed date, whether on account of the nominal value of
the share or by way of premium shall for the purposes of these Articles be
deemed to be a call duly made and payable on the date on which by the
terms of issue of the same becomes payable, and in the case of non-
payment all the relevant provisions of theses Articles as to payment of
interest and expenses, forfeiture or otherwise shall apply as if such sum
had become payable by virtue of a call duly made and notified.

Part payment on account of call etc. not to preclude forfeiture

Neither a judgement nor a decree in favour of the company for calls or

other moneys due in respect of any shares nor any part payment or
satisfaction thereunder nor the receipt by the company of a portion of any
money which shall from time to time be due from any member to the
company in respect of his shares, either by way of principal or interest,
nor any indulgence granted by the Company in respect of payment of any
such money, shall preclude the company from thereafter.

Proof on trial or suit for money on shares

 On the trial or hearing of any action or suit brought by the Company
against any member or his legal representative to recover any moneys
claimed to be due to the company for any call or other sum in respect of
his shares, it shall be sufficient to prove

a) that the name of the Member, in respect of whose shares the money is
ought to be recovered, appears entered in the Register of Members as the
holder or one of the holders, at or subsequent to the date at which the
money sought to be recovered is alleged to have become due, on the said
shares;

b) that the resolution making the call is duly recorded in the minutes
books, and

c) that notice of such call was duly given to the Member or his legal
representatives 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
such call was made, nor that the meetings at which such call was made
was duly convened or constituted nor any other matter whatsoever, but
the proof of the matters aforesaid shall be conclusive evidence of the debt
and the same shall be recovered by the company against the Member or
his representative from whom it is ought to be recovered, unless it shall
be proved, on behalf of such Member or his representatives against the
company that the name of such Member

was improperly inserted in the Register or that the money sought to be

recovered 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, agree
to and receive from any Member willing to advance the same, either in
money or moneys worth the whole or any part of the amount remaining
unpaid on the shares held by him beyond the sum actually called up and
upon the moneys so paid or satisfied in advance, or so much thereof, as
from time to time and at any time thereafter exceeds the amount of the
calls then made upon and due in respect of the shares on account of
which such advances have been made, the Board may pay or allow
interest at such rate as the Member paying such advance and the Board
agree upon; provided always that if at any time after the payment of any
such money the rate of interest so agreed to be paid to any such Member
appears to the Board to be excessive, it shall be lawful for the Board from
time to time to repay to such Member so much of such money as shall
then exceed the amount of the calls made upon such shares, unless there
be an express agreement to the contrary; and after such repayment such
member shall be liable to pay, and such shares shall be charged with the
payment of all future calls as if no such advance had been made;
provided also that if at any time after the payment of any money so paid
in advance, the company shall go into liquidation, either voluntary or
otherwise, before the full amount of the money so advanced shall have
become due by the members to the Company, on instalments or calls, or
in any other manner, the maker of such advance shall be entitled (as
between himself and the other Members) to receive back from the
Company the full balance of such moneys rightly due to him by the
Company in priority to any payment to members on account of capital.

b) No Member paying any such sum in advance shall be entitled to any

voting rights, dividend or right to participate in profits in respect of money
so advanced by him until the same would but for such payment become
presently payable.

FORFEITURE AND SURRENDER OF AND LIEN ON SHARES

If money payable on share not paid notice to be given to Members. If any Member
fails to pay any call or instalment of call on or before the day appointed
for the payment of the same or any such extension thereof as aforesaid,
the Board may, at any time thereafter, during such time as the call or
instalment remains unpaid, give notice to him requiring him to pay the
same together with any interest that may have accrued and all expenses
that may have been incurred by the Company by reason of such non-
payment.

Terms of notice

The notice shall name a day (not being earlier than the expiry of fourteen
days from the date of service of notice) and a place or places on and at
which such call or instalment and such interest thereon at such rate as
the Directors shall determine from the day on which such call or
instalment ought to have been paid and expenses as aforesaid are to be
paid. The notice shall also state that, in the event of the non-payment at
or before the time and the place appointed, the share in respect of which
the call was made or instalment is payable will 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 which such notice has been given, may at
any time thereafter, but before payment of all calls or instalments,
interest and expenses due in respect thereof, be forfeited by a resolution
of the Board to that effect. Such forfeiture shall include all dividends and
bonuses declared in respect of the forfeited shares and not actually paid
before the forfeiture.

Notice of forfeiture

When any share shall have been so forfeited, notice of the forfeiture shall
be given to the Member in whose name it stood immediately prior to the
forfeiture or to any of his legal representatives, or to any of the persons
entitled to the shares by transmission and an entry of the forfeiture, with
the date thereof, shall forthwith be made in the Register of Members but
no forfeiture, shall be in any manner invalidated by any omission or
neglect to give such notice or to make 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

Company and 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 shall forthwith pay to the Company on
demand all calls, amounts, instalments, interest and expenses owing
upon or in respect of such shares at the time of the forfeiture, together
with interest thereon from the time of the forfeiture until payment, at
such rate as the Board may determine and the Board may enforce 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 and demands against the
Company, in respect of the share, and all other rights incidental to the
share, except only such of those rights as by these Articles are expressly
saved.

Surrender of shares

The Directors may subject to the provisions of the Act, accept a surrender
of any shares from or by any Member desirous 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 the

Company and that a share in the Company has been duly forfeited in
accordance with these Articles on the date stated in the declaration, shall
be conclusive evidence of the facts therein stated as against all persons
claiming to be entitled to the share.

Power of talent

Company’s lien on shares

The Company shall have a first and paramount lien upon all the shares,
not being fully paid-up shares, registered in the name of each Member
(whether solely or jointly with another or others), and upon the proceeds
of sale thereof, for all moneys (whether presently payable or not) called or
payable at a fixed time in respect of such shares and no equitable interest
in any share shall be created except upon the footing and condition that
Article 21 hereof is to have full effect. Any such lien shall extend to all
dividends from time to time declared in respect of such shares. Unless
otherwise agreed, the registration of a transfer of shares shall operate as
a waiver of the Company’s lien if any on such shares. The Board of
Directors may at any time declare any shares to be exempt, wholly or
partially from the provisions of this Article.

Lien enforced by sale

For the purpose of enforcing such lien, the Directors may sell the shares
subject thereto in such manner as they think fit and for that purpose may
cause to be issued a duplicate certificate in respect of such shares and
may authorise one of their member or some other person to execute a
transfer thereof on behalf of and in the name of such member. No such
sale shall be made until such time as the moneys in respect of which such
lien exists or some part thereof is presently payable or the liability in
respect of which such lien exists is liable to be presently fulfilled or
discharged and until notice in writing of the intention to sell shall have
been served on 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 or more of such heirs, executors,
administrators, representatives or persons, and default shall have been
made by him or them in payment, fulfilment or discharge of such debts,
liabilities or engagements for fourteen days after such

notice.

Application of sale proceeds

49. The net proceeds of any such sale after payment of the costs of such
sale shall be applied in or towards the satisfaction of such debts, liabilities
or engagements and the residue (if any) paid to such Member, or any of
his heirs, executors, administrators, representatives or assigns or any of
the persons (if any) entitled by transmission to the shares sold.

Validity of sale under Articles

50. Upon any sale after forfeiture or for enforcing a lien in purported
exercise of the powers hereinbefore given, the Board may appoint some
person to execute an instrument of transfer of the shares sold and cause
the purchaser’s name to be entered in the Register in respect of the
Shares sold and the purchaser shall not be bound to see to the regularity
of the proceedings, or to the application of the purchase money and after
his name has been entered in the Register in respect of such shares, the
validity of the sale shall not be impeached by any person and the remedy
of any person aggrieved by the sale shall be in damages only in and
against the Company exclusively.

Cancellation of share certificate in respect of forfeited shares

51. Upon any sale, re-allotment or other disposal under the provisions of
the preceding Articles, the certificate or certificates originally issued in
respect of the relative shares shall (unless the same shall on demand by
the Company have been previously surrendered to it by the defaulting
Member) stand cancelled and become null and void and of no effect, and
the Directors shall be entitled to issue a new certificate or certificates in
respect of the said shares to the person or persons entitled thereto.

Power to annul forfeiture

52. The Board may at any time before any share so forfeited shall have
been sold, re-allotted or otherwise disposed of, annul the forfeiture
thereof upon such conditions as it thinks fit.
t

TRANSFER AND TRANSMISSION OF SHARES

Register of Transfers

53. “The company shall keep a Register of Transfers and shall have
recorded therein fairly and distinctly particulars of every transfer or
transmission of any share held in material form”.

Resolution passed at the Extraordinary General Meeting held on January 6, 1998.

Form of transfer

54. Shares in the Company shall be transferred by an instrument in

writing in such form as prescribed under Section 108 of the Companies
Act, 1956, or under rules made thereunder from time to time.

To be executed by Transferor and Transferee

55. The instrument of transfer duly stamped and executed by the

transferor and the transferee shall be delivered to the Company in
accordance with the provisions of the Act. The instrument of transfer shall
be accompanied by such evidence as the Board may require to prove the
title of the transferor and his right to transfer the shares and every
registered instrument of transfer shall remain in the custody of the
Company until destroyed by an order of the Board. The transferor shall be
deemed to be the holder of such shares until the name of the transferee
shall have been entered in the Register of Members in respect thereof.
Before the registration of a transfer, the certificate or certificates of the
shares must be delivered to the Company. 55A. “In the case of transfer or
transmission of shares or other marketable Securities where the company
has not issued any certificates and where such shares or Securities are
being held in any electronic and fungible form in a Depository, the
provisions of the Depositories Act 1996 shall apply”

Resolution passed at the Extraordinary General Meeting held on January 6, 1998

Directors may refuse to register transfers

Subject to the provisions of Section 111 of the Act, the Board, may at its
own absolute and uncontrolled discretion, and without assigning any
reason, decline to register or acknowledge any transfer of shares whether
fully paid or not (notwithstanding that the proposed transferee be already
a Member), but in such cases it shall, within one month from the date on
which the instrument of transfer was lodged with the Company, send to
the transferee and the transferor notice of refusal to register such
transfer. Provided that registration of a transfer shall not be refused on
the ground that the transferor being either alone or jointly with any other
person or persons indebted to the Company on any account whatsoever
except on shares.

Refusal to register transfer

In particular and without prejudice to the generality of the above powers,

the Board may subject to the provisions of Section 111 of the Companies
Act, 1956 decline to register in exceptional circumstances when it is felt
that the transferee is not a desirable person from the larger point of view
of the interest of the Company as a whole subject to the provisions of the
clause (c) of subsection (4) of Section 22A of the Securities Contract
(Regulation) Act.

Sub-division/consolidation in marketable lots only

Transfer of shares in whatever lot should not be refused, though there

would be no objection to the company refusing to split a share certificate
into several scrips of any small denominations or to consider a proposal
for transfer of shares comprised in a share certificate to several parties,
involving such splitting, if on the face of it such splitting/ transfer appears
to be unreasonable or without a genuine need. The Company should not,
therefore, refuse transfer of shares in violation of the Stock Exchange
listing requirements on the ground that the number of shares to be
transferred 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 the
Register of Members as the joint holders of any share, the survivor or
survivors shall be the only persons recognised by the Company as having
any title to or interest in such share, but nothing herein contained shall be
taken to release the estate or a deceased joint-holder for any liability on
shares held by him jointly with any other person.

Power of talent

Title to shares of deceased Member

The executors or administrators or holders of a Succession Certificate or

the legal representatives of a deceased Member(not being one of two or
more joint-holders) shall be the only person recognised by the Company
as having any title to the shares registered in the name of such Member,
and the Company shall not be bound to recognise such executors or
administrators or holders of a Succession Certificate or the legal
representatives unless such executors or administrators or legal
representatives shall have first obtained Probate or Letter of
Administration or Succession Certificate, as the case may be, from a duly
constituted court in the Union of India provided that in case where the
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 indemnity or otherwise as the Board in
its absolute discretion may think necessary and under Article 59 register
the name of any person who claims to be absolutely entitled to shares
standing in the name of a deceased Member, as a Member.

No transfer to insolvent, etc.

No share shall in any circumstances, be transferred to any insolvent or

person 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 person
becoming entitled to shares in consequences of death, lunacy, bankruptcy
or insolvency of any Member, or by any lawful means other than by a
transfer in accordance with these Articles, may with the consent of the
Board (which it shall not be under any obligation to give) upon producing
such evidence that he sustains the character in respect of which he
proposes to act under this Article, or of his title, as the Board thinks
sufficient, either be registered himself as the holder of the shares or elect
to have 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 shall testify the election by
executing in favour of his nominee an instrument of transfer in
accordance with the provisions herein contained, and until he does so he
shall not be freed from any liability in respect of the shares.

MEMBERS’ MEETINGS

Annual General Meeting

Annual General Meeting of the company may be convened subject to

Section 166 and Section 210 of the Act by giving not less than 21 days
notice in writing. Subject to the provisions of Section 171 (2) a meeting
may be convened after giving a shorter notice.
Extra ordinary General Meeting

The Board may, whenever it thinks fit, call an Extraordinary General

Meeting and it shall do so upon a requisition in writing 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 respect of 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 or
objects 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 consist of several documents in like form each signed by
one or more requisitionists.

On receipt of requisition, Directors to call meeting and in default requisitionists may

do so

Upon the receipt of any such requisition, the Board shall forthwith call an
Extraordinary General Meeting; and if it does not proceed within twenty-
one days from the date of the requisition being deposited at the Office to
cause a meeting to be called on a day not later than forty-five days from
the date of deposit of the requisition, the requisitionists, or such of their
number as represent either a majority in value of the paid-up. share
capital held by all of them or not less than one-tenth of such of the paid-
up share capital of the Company as is referred to in Section 169 (4) of the
Act, whichever is less, may themselves call the meeting, but in either
case any meeting so called shall be held within three months from the
date of deposit of the requisition as aforesaid.

Meeting called by requisitionists

Any meeting called under the foregoing Articles by the requisitionists

shall be called in the same manner, as nearly as possible, as that in which
meetings are to be called by the Board.

Quorum at General Meeting

Five members present in person shall be a quorum for a General Meeting.

Body corporate personally present

A body corporate being a member shall be deemed to be personally

present if it is represented in accordance with Section 187 of the Act.

If quorum not present meeting to be dissolved or adjourned

If, at the expiration of half an hour from the time appointed for holding a
meeting of the Company, a quorum shall not be present, the meeting it
convened by or upon the requisition of Members, shall stand dissolved,
but in any other case the meeting shall stand adjourned to the same day
in the next week or if that day is a public holiday until the next
succeeding day which is not a public holiday at the same time and place
or to such other day at such other time and place within the city or town
in which the Office of the Company is situate as the Board may
determine, and if at such adjourned meeting a quorum is not present at
the expiration of half an hour from the time appointed for holding the
meeting, the Members present shall be a quorum, and may transact, the
business for which the meeting was called. The Chairman (if any) of the
Directors shall be entitled to take the chair at every General Meeting,
whether Annual or Extraordinary. If there be no such Chairman of the
Directors, or if at any meeting he shall not be present within fifteen
minutes of the time appointed for holding such meeting then the
members present shall elect another Director as Chairman and if no
Director be present or if all Directors present decline to take the Chair,
then the members present 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 meeting

The Chairman with the consent of the meeting may adjourn any meeting
from time to time and from place to place within the city or town in which
the office of the Company is situated for the time being but no business
shall be transacted at any adjourned meeting other than the business left
unfinished at the meeting from which the adjournment took place.

Chairman’s casting vote

In the case of any equality of votes, the Chairman shall both on a show of
hands and at a poll (if any) have a casting vote 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 the
Chairman 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 poll has been demanded.

Member in arrears not to vote

No member shall be entitled to vote either personally or by proxy at any

General Meeting or meeting of a class of shareholders either upon a show
of hands or upon a poll in respect of any shares registered in his name on
which any calls or other sums presently payable by him have not been
paid or in regard to which the Company has, and has exercised, any right
of lien.

Number of votes to which member entitled

Subject to the provisions of these Articles and without prejudice to any

special privileges or restrictions as to voting for the time being attached
to any class of shares for the time being forming part of the capital of the
Company, every member, not disqualified by the last preceding Article
shall be entitled to be present and to speak and vote at such meeting,
and on a show of hands every member present in person shall have one
vote and upon a poll the voting rights of every member whether present
in person or by proxy, shall be in proportion to his share of the paid-up
equity capital of the Company.
Casting of votes by a member entitled to more than one vote

On a poll taken at a meeting of the Company, a member entitled to more

than one vote, or his proxy, or other person entitled to vote for him as the
case may be, need not, if he votes, use all his votes or cast in the same
way all the votes he uses.

Votes of members of unsound mind and minors

A member of unsound mind or in respect of whom an order has been

made by any court having jurisdiction in lunacy, may vote, whether on a
show of hand or on a poll, by his committee or other legal guardian, and
any such committee or guardian may, on a poll vote by proxy. If any
member be a minor, the votes in respect of his share or shares shall be by
his guardian or any of his guardians, if more than one, to be elected in
case of dispute by the Chairman of the meeting.

Votes of Joint members

If there be joint registered holders of any shares, any one of such persons
may vote at any meeting or may appoint another person (whether a
Member or not) as his proxy in respect of such shares as if he were solely
entitled therein but the proxy so appointed shall not have any right to
speak at the meeting and, if more than one of such joint holders be
present at any meeting, that one of the said person so present whose
name stands higher on the Register shall alone be entitled to speak and
to vote in respect of such shares, but the other or others of the joint-
holders shall be entitled to be present at the meeting. Several executors
or administrators of a deceased member in whose names share stand
shall for the purpose of these Articles be deemed joint holders thereof.
 DIRECTORS

Number of Directors

Until otherwise determined by the company in a General Meeting and

subject to the provisions of Section 252 of the Act, the number of
directors (excluding Debenture Directors and Directors appointed under
Article 111 hereof and Alternate Directors) shall not be less than three nor
more than Eighteen.

Resolution passed at the Annual General Meeting held on May 27, 2009

Non-retiring Directors

If and so long as Mr. N. R. Narayana Murthy and/or his relatives shall hold
not less than 5% of the issued equity share capital of the Company, Mr. N.
R. Narayana Murthy shall be the Managing Director of the Company and
shall not be liable to retire by rotation.

Appointment of special Directors

On behalf of the Company, whenever Directors enter into a contract with

any Government, Central, State or Local, any Bank or Financial institution
or any person or persons (hereinafter referred to as “the appointer”) for
borrowing any money or for providing any guarantee or security or for
technical collaboration or assistance or for underwriting or entering into
any other arrangement whatsoever the Directors shall have, subject to
the provisions of Section 255 of the Act, the power to agree that such
appointer shall have right to appoint or nominate by notice in writing
addressed to the Company one or more Directors on the Board for such
period and upon such conditions as may be mentioned in the agreement
and that such Director or Directors may not be liable to retire by rotation
nor be required to hold any qualification shares. The Directors may also
agree that any such Director or Directors may be removed from time to
time by the appointer entitled to appoint or nominate them and the
appointer may appoint another or others in his or their place and also fill
in any vacancy which may occur as a result of any such Director or
Directors ceasing to hold that office for any reason whatsoever. The
Directors appointed or nominated under this Article shall be entitled to
exercise and enjoy all or any of the rights and privileges exercised and
enjoyed by the Directors of the Company including payment of
remuneration and travelling expenses to such Director or Directors as
may be agreed by the Company with the appointer.

Debenture Directors

If it is provided by any Trust Deed, security or otherwise, in connection

with any issue of debentures of the Company that any person or persons
shall have power to nominate a Director or Directors of the Company,
then in the case of any and every such issue of debentures, the person or
persons having such power may exercise such power from time to time
and appoint a Director or Directors accordingly. Any Director so appointed
is herein referred to as “Debenture Director”. A Debenture Director may
be removed from office at any time by the person or persons in whom for
the time being is vested the power under which he was appointed and
another director may be appointed in his place. A debenture director shall
not be bound to hold any qualification shares. A debenture director shall
not if so agreed by the company be liable to retire by rotation; but shall
automatically cease to hold office as a director if and when the
debentures are fully discharged.

Co-option of Directors

Directors shall have power at any time and from time to time to co-opt
any other person as a director either to fill a casual vacancy or as an
additional director, so that the total number of directors shall not at any
time exceed the maximum fixed. Any director appointed to fill casual
vacancy shall hold office only up to the date up to which the director in
whose place he has been placed would have held the office if it had not
been vacated. Any additional director shall hold office only up to the date
of next Annual General Meeting of the Company but shall be eligible for
re-election at such meeting.

Alternate Directors

The Board may appoint an alternate director to act for a director

(hereinafter called “original director” during his absence for a period of
not less than three months from the State in which meetings of the Board
are ordinarily held.

An alternate director appointed under this Article shall not hold office as
such for a period longer than that permissible to the original director and
shall vacate office if and when the original director returns to the State
aforesaid. If the term of office of original director is determined before he
so returns to the State aforesaid any provision for automatic re-
appointment of retiring directors in default of another appointment shall
apply to the original and not to the alternate director.

Remuneration of Directors

The remuneration of Directors and Executives of the Company, including

the fees payable to the Directors of the Company in attending the
Meeting of the Board or the Committees of the Board, shall be determined
by the Board of Directors from time to time, provided that the sitting fees
payable to the Directors as aforesaid shall be within the maximum limits
of such fees that may be prescribed under the proviso to Section 310 of
the Companies Act, 1956.

Directors’ Travelling Expenses

In addition to the remuneration payable to them, the Directors shall be

entitled to be paid all travelling, hotel and other incidental expenses
properly incurred by them in attending and returning from meetings of
the Board of Directors or any Committee thereof or General Meetings or in
connection with the business of the Company. The rules in this regard
may be framed by the Board of Directors from time to time.

Terms of office of Directors

Not less than two-thirds of the total number of Directors shall be persons
whose period of office is liable to

determination by retirement of Directors by rotation.

Retirement of Directors by rotation

At every annual general meeting of the Company one-third of such of the

Directors for the time being as are liable to

retire by rotation, or if their number is not three or a multiple of three,

then the number nearest to one third, shall

retire from office.

Ascertainment of Directors to retire

 The Directors to retire by rotation under the foregoing article shall be
those who have been longest in office since

their last appointment but as between persons who become Directors on

the same day, those who are to retire shall, in

default of and subject to any agreement among themselves, be

determined by lot. A retiring Director shall be eligible

for re-election.

Company may increase or reduce number of Directors

Subject to Sections 252 , 256 and 259 of the Act, the Company in general
meeting may from time to time, increase or reduce the number of
Directors, within the limits fixed in that behalf by these Articles.

Removal of Directors

The Company may (subject to the provisions of Section 284 of the Act)
remove any Director before the expiration of

his period of office and appoint another person in his stead.

Prospectus
After the receipt of certificate of incorporation, if the promoters of a
public limited 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.

The companies Act, 1956 defines prospectus as any document described

or issued as a prospectus and include any notice, circular, advertisement
or other documents inviting deposits from the public or inviting offer from
the public for the subscription of shares. It is circulated among the public
in printed pamphlets.

prospectus gives all necessary information about the company so that the
prospective shareholders may fully understand the objectives and the
plans of the company.

Contents

1. General information

A. Name and address of registered office

GLAXEY BROTHERS IT LTD.

HARGOBIND NAGAR PHAGWARA, JALANDHAR

B. Company has been listed in the Ludhiana stock exchange LSE, Bombay
stock exchange (BSE), National stock change (NSC) and
 C. It has been declared that if the standard value that has been set twenty five
cores if in case 90% is not received with the 90 days from the closure of
the issue then company will refund the issue.
D. Date of the opening of the issue: - 9rd /December/2009.
E. And the date of the closing of the issue:-24th –march 2009.
F. Name of the Auditor:-

Name:-chandan sasthri

R/o x34 Town Ludhiana

G. Name of the Director:-

REHAN QADIR

JAMIA NAGAR NEW DELHI 25

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 DEVELOPMENT

b) PROJECT COST: RS 80,00,00,000

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

debenture

4. Company:-

1) Software development and maintenance manufacturing

computer.

2) Promoter is REHAN QADIR

3) Project is located at Hargowind Nagar Phagwara (PUNJAB)

5. The Products:-

A. The company is producing software ; it is also dealing with all

the MNC’S 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 production

within the formation of 1st year. Company also expecting to
increase their cash profits and net profits.

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 GLAXEY BROTHERS IT LTD

Limited/Private Limited

Presented by ..REHAN QADIR

I,REHAN QADIR DIRECTOR of GLAXEY BROTHERS IT LTD

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

Limited/Private

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 02/10/2009 REHAN QADIR

Place PHAGWARA Signature

Witness REYAZ IQBAL DIRECTOR

Designation

1. An advocate of the Supreme Court of the ...................... High Court, an attorney

or a pleader entitled to appear before the ........................... High Court or a
chartered accountant practising in India.

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

FORM NO. 18
Registration No. of the Company Nominal Capital: Rs

THE COMPANIES ACT, 1956

Notice of the situation/change of situation of registered office

[pursuant to section 146]

Name of the company GALXEY BROTHERS IT LTD.

Notice is hereby given that ----

1. (a) the registered office of the company is situated JALANDHAR

.with effect from
[date]
(b) the situation of the registered office of the company of was changed from
to with effect form .
[date]

2. Situation of registered office falls under the jurisdiction of PHAGWARA

(name of the police station).*

Dated this Day of 19

Signature

Name

(In Block Capitals)

Designation

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

 FORM NO 29

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

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

THE COMPANIES ACT, 1956

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 . GLAXEY BROTHERS IT LTD.......

Limited ..........................................

Presented by .....REHAN
QADIR.........................................................................................................

To the Registrar of Companies

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

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

.GLAXEY BROTHERS IT LTD.......................... limited, ................................
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 .GLAXEY

BROTHERS ITLTD............................. Limited, also hereby undertake to take from
the said company and pay for .................... shares of Rs. ................. each, being
the number/value of the shares prescribed as the qualification shares for the
office of director of the said company.

Name and Address Occupatio Date of Nationalit Signature

surname in n birth y
full and
father’s
names

1 2 3 4 5 6

JAMIA BUSINESS 08/10/198 INDIAN REHAN

NAGAR 6 QADIR
REHAN QADIR NEW
DELHI

Signature .....REHAN QADIR........................

 Designation .DIRECTOR..........................

Dated the .....02/10/2009...................... day of .................... 15

Notes: (1) Delete the portion not applicable.

(2) If a director signs through his agent authorised 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, 1956

Particulars of appointment of directors and manager and changes

among them

[Pursuant to section 303(2)]

Name of Company .GLAXEY BROTHERS IT

LTD......................................... Presented by ...REHAN
QADIR...........................................

Note : --- If a company has no particulars to be included in one or two of

the headings ‘A’ ‘B’ and ‘C’ the parts 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 Father’s/ Usual Nationality Date of Brief

names and husband’s residential appointme particulars
surname name address nt or of changes
in full change

1 2 3 4 5 6

BIHAR INDIAN

1- DEEPAK

2- AJAY
 LAKHNOW INDIAN

Notes: (1) A note of changes should be made in column 6 e.g. by inserting

against the name of new
director, 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 Father’s/ Usual Nationality Date of Brief

names and husband’s residential appointme particulars
surname name address nt or of changes
in full change

1 2 3 4 5 6

MR. REYAZ BIHAR INDIAN

AQBAL
REYAZ
AQBAL

Dated the ....02/10/2009...................................... day of ..............16

Signature ....REHAN QADIR........................................

Designation..DIRECTOR..........................................

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.
 REGISTRAR OF COMPANY
CERTIFICATE OF COMMENCEMENT OF
BUSINESS

This is to certify that the GLAXEY BROTHERS IT LTD. Filed for incorporation was
granted on the 1st December 2009. The GLAXEY BROTHERS IT LTD.. Fulfil all the
requirements and the legal procedures of the incorporation of the company and all
documents and information which is given BY the industry regarding to the formation of
company were found legal and satisfactory , according to the company act 1956. From this
day 1st December 2009 the company is registered as a public ltd company and capable of
undertaking its normal business operation in India or all over the world .
Date 25st NOV. 2009 signature

Place- JALANDHAR Registrar of company

This copy of certificate of registration is send to the-

Registrar of company Delhi

Registrar of company

GLAXEY BROTHERS IT LTD

Ministry of corporate affairs (MCA)

AGREEMENT
PARTY 1

Between: RSP FURNITURE LTD. with his main address located

or head office located at …JALANDHAR……………………..

Complete address:

RSP FURNITURE LTD.

Registered off : MODEL TOWN PAGWARA

Administrative office :

HOUSE NO. 34 HAMEERPUR HIMACHAL

PARTY 2

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

and existing by laws with his head office located at……
JALANDHAR…………………………
Complete address:

GLAXEY BROTHERS IT LTD.

Registered off : HARGOBIND NAGAR
PAGHWARA ,PUNJAB

Administrative office :

1230/11- ALPHA TOWER

MODEL TOWN, JALANDHAR PUNJAB

PH. NO.- 9023050848

FAX- 897640
WEB SITE- www.GLAXEY BROTHERS .COM

The mutual agreement between the two company is on

02/11/2009. And both the company are legally bound, and the
terms and condition s are

1. Services to company :

Agreement between GLAXEY BROTHERS IT LTD. The

SOFTWARE DEVELOPMENT company and RSP FURNITURE LTD.
It is in contract with the company for furniture in all the
regional and administrative office.

2. Terms of agreement :

This agreement will be begin [01-12-09] and will end [01-05-

10]. Either party may cancel the agreement in between [30
days] notice to other party in writing by certified personal
delivery or by mail.

3. Place of services :
According to the agreement the place of services is all over the
India. The time is not specific any time they have to work
perform.

4. Payment

The mode of payment is either cash or draft, the time limit of

the payment is after the 30 days of work performed. Until or
unless any payment is left so it is clear at the end of financial
year. The financial year of the company is 1st April to 31st
march .

5.AUTHORITY – managing director of both the company have

full authority to change the agreement by mutual
understanding .

6 .Judiciary-

Any type of legal obligation is to be held in jalandhar

highcourt.

8. Witness:

At time of contract the witness are

REYAZ

Jalandhar, Punjab

PUNEET Sharma

Jalandhar, Punjab

Party 1 party 2
RSP FURNITURE LTD. GLAXEY BROTHERS IT LTD.

AGREEMENT

PARTY 1

Between: INDIAN URBAN BANK LTD. with his main address

located or head office located at …
JALANDHAR……………………..

Complete address:

INDIAN URBAN BANK LTD.

Registered off : PREET NAGAR; PAGWARA

Administrative office :

HOUSE NO. 39 SILONG (MEGHALAYA)

PARTY 2

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

and existing by laws with his head office located at……
JALANDHAR…………………………

Complete address:

GLAXEY BROTHERS IT LTD.

Registered off : HARGOBIND NAGAR
PAGHWARA ,PUNJAB

Administrative office :

1230/11- ALPHA TOWER

MODEL TOWN, JALANDHAR PUNJAB

PH. NO.- 9023050848

FAX- 897640
WEB SITE- www.GLAXEY BROTHERS .COM

The mutual agreement between the two company is on

02/11/2009. And both the company are legally bound, and the
terms and condition s are

1. Services to company :

Agreement between GLAXEY BROTHERS IT LTD. The

SOFTWARE DEVELOPMENT company and INDIAN URBAN BANK
LTD. It is in contract with the company for financing CAPITAL
for company.

2. Terms of agreement :

This agreement will be begin [01-12-09] and will end [01-05-

10]. Either party may cancel the agreement in between [30
days] notice to other party in writing by certified personal
delivery or by mail.

3. Place of services :

According to the agreement the place of services is all over the

India. The time is not specific any time they have to work
perform.

4. Payment

The mode of payment is either cash or draft, the time limit of

the payment is after the 30 days of work performed. Until or
unless any payment is left so it is clear at the end of financial
year. The financial year of the company is 1st April to 31st
march .

5.AUTHORITY – managing director of both the company have

full authority to change the agreement by mutual
understanding .
6 .Judiciary-Any type of legal obligation is to be held in
jalandhar highcourt.

8. Witness: At time of contract the witness are

REYAZ Jalandhar, Punjab

PUNEET Sharma

Jalandhar, Punjab

Party 1 party 2

INDIAN URBAN BANK LTD. GLAXEY BROTHERS IT LTD.

BIBLIOGRAPHY

REFERENCE TO THE JOURNEL/MAGZINE/NEWSPAPER

N.D.KAPOOR
AKHILASHWAR PATHAK

REFERENCE TO THE INTERNET

www.vakeel.com
www.roc.com
www.mca.gov.in