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TERM PAPER

OF
CORPORTE LAW

FORMATION OF COMPANY
COMPANY: An association of persons for the purpose of carrying on some
enterprise or business, a corporation, a firm.

The Mission:

To be the top life insurance company in the market.

This does not just mean being the largest or the most productive
company in the market, rather it is a combination of several
things like-

• Customer service of the first priority.


• Value for money for customer.
• Use of technology to improve service sssstandards.
The Values:

• SECURITY: Providing long term financial security to our


policy holders will be our constant endeavour. We will be do
this by offering life insurance and pension products.
• TRUST: We appreciate the trust placed by our policy holders
in us. Hence, we will aim to manage their investments very
carefully and live up to this trust.

Corporate Office:

PS Corporate & Financial Centre,


Plot P32 - S Block,
Model town, Jalandhar
Punjab 104 051.
Telephone Number: 0161-226060
Website : www.suryainsurancecorp.com

PROMOTION
Promoters of company
(1) Promoters of company are Shailesh Puspendra Suryakant
and Harjeet, engaged in efforts to incorporation of a Public ltd
company. These promoters have power of defining the object
of a company and to decide on the various connected
matters regarding the incorporation of Public ltd company.
The company promoters are going to incorporate is a public
company and these promoters are to enter into preliminary
contracts with vendors and to make arrangements for
preparation, advertisement and all other related works.
(2) Company will pay the remuneration to the promoters after
promotion.

(3) If company does not ratify the pre incorporated


contracts the promoters will be personally liable for that.

REQUIREMENTS
DIN (director identification number)
As per provision new section 266A, inserted by company
Amendment Act 2006, every individuals that is directors of a
company will make an application for the allotment of DIN to
central government in DIN form.

DIN is the first requirement so firstly Directors of Surya


Insurance Corporation are going to formulate, will obtain DIN.

e-Form 1A

Company is going to suggest six names to the registrar of


company for the selection of one suitable name in e-Form.
Six names are as given below-

-SSP Insurance Corporation Limited.

- PSS Insurance Corporation Limited

- Indra Insurance Corporation Limited.

-Surya Insurance Corporation Limited.

-Jeet Insurance Corporation limited.


-Riya Insurance Corporation Limited.

e-Form 1A is signed by the Mr. Shailesh who is one of the


promoter of company.

The registrar of companies intimated Mr. Shailesh within in


six month, the best suitable name as Surya Insurance
Corporation Limited.

MEMORANDUM OF ASSOCIATION
MOA is the charter document of the company, the promoter
going to promote for the registration of company under
company Act 1956. The MOA was prepared according to table
B of schedule 1 for making company limited by share.

CONTENTS OF MOA-

(1)Name clause- the promoter of company going to suggest


to the registrar of company Surya Insurance Corporation
limited as a main name and other suggested name also to
show that our company “Public Company” is limited by
shares. We are using limited word at the end of the name and
the name accepted by the registrar will be engrave on its
seal and be published affix on the outside of every office or
place where business will be carried on.

Registered Office Clause


The registered office of company is situated in Ludhiana, PUNJAB.
Notice in form no 18 must be given to the Registrar of Companies
within 30 days of the date of incorporation of the company.
Similarly, any change in the registered office must also be
intimated in form no 18 to the Registrar of Companies within 30
days. The registered office of the company is the official address
of the company where the statutory books and records must be
normally be kept. Every company must affix or paint its name and
address of its registered office on the outside of the every office
or place at which its activities are carried on in. The name must
be written in one of the local languages and in English.

Objects clause
This clause is the most important clause of the company. It
specifies the activities which a company can carry on and which
activities it cannot carry on. The company cannot carry on any
activity which is not authorised by its MA. This clause must
specify :-

i. The company will carry on business of insurance against the


life and all other miss happenings.

ii. Insurance is done against health ,accident and child


insurance.

iii. The company may diverse the business.

In case of the companies other than trading corporations whose


objects are not confined to one state, the states to whose
territories the objects of the company extend must be specified.

Doctrine of the ultra-vires Any transaction which is outside


the scope of the powers specified in the objects clause of the MA
and are not reasonable incidentally or necessary to the
attainment of objects is ultra-vires the company and therefore
void. No rights and liabilities on the part of the company arise out
of such transactions and it is a nullity even if every member
agrees to it.

Consequences of an ultravires transaction :-


1. The company cannot sue any person for enforcement of any
of its rights.

2. No person can sue the company for enforcement of its


rights.

3. The directors of the company may be held personally liable


to outsiders for an ultra vires

However, the doctrine of ultra-vires does not apply in the


following cases :-

1. If an act is ultra-vires of powers the directors but intra-vires


of company, the company is liable.

2. If an act is ultra-vires the articles of the company but it is


intra-vires of the memorandum, the articles can be altered
to rectify the error.

3. If an act is within the powers of the company but is


irregualarly done, consent of the shareholders will validate it.

4. Where there is ultra-vires borrowing by the company or it


obtains deliver of the property under an ultra-vires contract,
then the third party has no claim against the company on
the basis of the loan but he has right to follow his money or
property if it exist as it is and obtain an injunction from the
Court restraining the company from parting with it provided
that he intervenes before is money spent on or the identity
of the property is lost.

5. The lender of the money to a company under the ultra-vires


contract has a right to make director personally liable.
Liability clause A declaration that the liability of the members
is limited as the company is limited by the shares.

The following are exceptions to the rule of limited liability of


members :-

1. If a member agrees in writing to be bound by the alteration


of MA / AA requiring him to take more shares or increasing
his liability, he shall be liable upto the amount agreed to by
him.

2. If every member agrees in writing to re-register the company


as an unlimited company and the company is re-registered
as such, such members will have unlimited liability.

3. If to the knowledge of a member, the number of


shareholders has fallen below the legal minimum, (seven in
the case of a public limited company and two in case of a
private limited company ) and the company has carried on
business for more than 6 months, while the number is so
reduced, the

(5) Capital Clause- MYN company have authorized capital


of 50 crore and value of each share us Rs. 100.

(6) Association Clause- this clause was followed by names,


addresses and description of subscribers. The persons who
are desire for the motion of company and the number of
shares by these subscribers are 2000 in total.
ARTICLES OF ASSOCIATION
The AOA is subsidiary document of Surya Insurance Corpora
which specify all the rights and duties of all the members and
directors. Company is following the table A of schedule 1, in
which they made all the rules and regulations of their own.

CONTENTS-

(1)Share capital- authorized capital of company is Rs. 50


crore and it is divided into Rs. 100 per share.

(2) Calls on share- Surya Insurance Corporation has divided


the face value of shares that Rs. 100 into five parts.

(a)Application money- Rs. 20 per share

(b)Allotment money- Rs. 30 per share

(c) First call- Rs. 15 per share

(d) Second call- Rs. 25 per share

(e) Third call- Rs. 10 per share

RULES AND REGULATIONS-

-Directors have right to receive and postpone a call of share.

- If the shareholders will not pay the unpaid amount after the
due notice, share will be forfeited by the company.
-Surya lien on shares-

MYN health insurance company limited will have first lion on


the shares and debentures registered in the name of
members and upon the proceed of sales.

The Board of Director of Surya Insurance Corporation


Limited may declare on share wholly or in part to be exempt
this procedure.

-Transfer of shares

The shareholders of the company can transfer the share


of company where they feel like.

-Alteration of capital

As provide in MOA of Surya Insurance Corporation Limited the


capital of company can be increased or decreased by passing
a special regulation and making alteration in AOA.

-Dividend and Reserves

The company will transfer 12% of its net profit to reserve for
its future and rest after making necessary deductions will be
divided as dividend to the shareholders.

-Borrowing powers

Subject to the provision of section 58 A, 202 and 243 of the


company act 1956, Surya Insurance Corporation Limited may
from time to time raised or borrow any sum or sums of
money.
-Conversation of share into stock

By passing a special resolution, the Surya Insurance


Corporation Limited can convert any paid up shares in to
stock.

-General Meeting

(1)First A.G.M. shall be held by the company within 18


months of its incorporation.

(2) Subsequent A.G.M. of company shall be held in each


subsequent calendar year and not more than 18 months shall
elapse b/w two A.G.M.

-Directors-

(a)Member of directors shall not be less than 3 or limit on


maximum.

(b) First directors of company are-

- Shailesh

- Puspendra

- Suryakant

-Harjeet

(c) The first directors shall holds office until the close of first
A.G.M. of the company.

Powers of directors-
The board shall be enlist exercise will soul powers do will
such aid and things as company is authorized is exercise and
do.

-Power to make calls

-power of issue of debenture

-power to borrow money otherwise than by debentures

- Power to make loans

-The seal-

Company has a common seal and directors shall precicle for


the sale ……….

-Audit-

Every year the accounts of the company shall be balanced


and audited and correctness of the profit and loss account
and balance sheet ascertained by one or more auditors.

-Winding up-

If Surya Insurance Corporation Limited will be wound up and


the assets available for distributed among the members as
such …………………………… to repay the whole of the assets
will be distributed so that, as …….. as may be, the losses
shall be ………….by the members in proportion and the
capital paid up.

-Declaration in e -Form 1- by an advocate or company


secretary or Company act engaged in whole time
……………………………… the requirement of the C.A. ………
and company act 1956 and the rules made there under have
been complied with in respect of registrar.

E-Form 32- this form………….the particulars of directors. The


personal details here and with the ……… provided are similar
E-Form 32 is signed by Mr. Shailesh ……….

CERTIFICATE OF
INCORPORATION

OF A PUBLIC LIMITED
COMPANY

COMPANY NAME: SURYA INSURANCE CORPORATION


LIMITED

1045687
I HEREBY CERTIFY THAT
SURYA INSURANCE CORPORATION LIMILED
IS THIS DAY INCORPORATED UNDER THE COMPANIES ACT
1956 AS A PRIVATE COMPANY AND THAT THE
COMPANY IS PUBLIC LIMITED.
Signed at Chandigarh
9 NOVEMBER 2010 REGISTERAR
OF COMPANIES
(
DILJIT SINGH)
De8976654 6/7 rp (5643)

CERTIFICATE OF COMMENCEMENT OF
BUSINESS

Pursuant to section 149(3) of the Companies Act, 1956

I hereby declare that the ………………………SURYA INSURANCE


CORPORATION LIMITED…………………………

which was incorporated under Companies Act, 1956 on the………


9TH………….day
of……NOVEMBER…………… 2010 and which has filed duly verified
declaration in the

prescribed form and the conditions of section 149 (2) (a) to (c) of the
said Act, have been complied with is entitled to commence business.

Given under my hand this……9TH…………………..day of ……


JANUARY…………

(S K TIWARI)

ASSTT
. Registrar of companies

NCT
of PUNJAB AND HARYANA

CONTRACTS
1) PRE INCORPORATION CONTRACT:
The Promoters Puspendra ,surya kant and harjeet have made a contract of
land purchase for the establishment of Registered office of surya insurance
Cop Ltd . with Abhay Kocher.

The area of land is 10 acres situated in Model Town Jalandher. Promoters


offered that they want to purchase the land of 100 lakhs to Mr. Akshay Singh
at the rate of 10 lakhs per acre . Mr. Abhay accepted the offer and agreed to
sell his land for 100 lakhs rupees, before this offer promoters approach to
MODEL TOWN to get the “Jamabandi ferd” (land record) and the average
cost of land was decided that was 80 lakhs promoters offered 100 lakhs
.After acceptance of the offer. Promoters and Mr. Abhay went to Tehsildar
office of Jalandhar for registration. The promoters pay 60 lakhs as stamp
duty, According to the standard decided by the government for land
purchase. Promoters hired a lawyer Mr. Shayam Sunder for the Attestation at
the time of Registry. Mr. Abhay signed in front of Tehsildar and three
witnesses s Sonu Monu And Ashu, for the transfer of the paper of land to the
promoters

2) Contract between SURYA I C LTD and ABN


Advertisers
Contract for advertising services made on 28 December 2010,
Thursday between SSS Advertisers, and Surya Insurance
Corporation Limited a corporation existing under the laws of the
state of Punjab and located at Jalandhar.

APPOINTMENT OF AGENCY

Client hires agency, and agency agrees to serve as Advertising


agency (the exclusive advertising agency of client or client‘s
advertising agency in connection

with the promotion of Surya Insurance Corporation Limited as

provided in this contract).

FEES AND SERVICES

(b) Agency shall receive a commission of 12 percent of the


published rates of owners of media on all space in media
purchased by agency for client.

AGENCY NOT RESPONSIBLE FOR DEFAULTS OF OTHERS Agency


shall not be liable to client by reason of the defaults of suppliers
of materials and services, owners of media or other persons not
the agents or employees of agency.
TERMS OF CONTRACT; TERMINATION

The term of this contract shall begin on this day of 28 Dec,


Thursday (Month & Day) 2010 (Year), and shall continue for s
one year thereafter until 28 Dec 2011 or until terminated by
written notice given by either party to this contract.

Signature by client Date:

Signature by agency Date:

The conditions of the contract shall be general conditions of


contract.

In case of conflict the order of priority of contract documents will


be

1. Agreement
2. Letter of Acceptance
3. Notice invited advertising
4. Instruction to the advertiser
5. Appendix to advertiser
6. Form of contract
7. Special conditions to the contract
8. General conditions of contract
9. Particular technical specifications
10. General technical specifications
11. Relevant standards
12. Drawings
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 Limited/Private Limited

Presented by ..

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


Limited/Private

Limited.

And that all the requirements of the Companies Act, 1956, and the rules thereunder 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

Place Signature

Witness

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. 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 .........................................................................

Presented by ………………............................................
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 Nationali Date of Brief


names husband residenti ty appoint particula
and ’s name al ment or rs of
surname address change changes
in full
1 2 3 4 5 6

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 managership and


secretaryship.

Name or Father’s/ Usual Nationali Date of Brief


names husband residenti ty appoint particula
and ’s name al ment or rs of
surname address change changes
in full
1 2 3 4 5 6

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

Signature ............................................

Designation............................................

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.

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 ..............................................


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

Presented
by ....................................................................................................
..............

To the Registrar of
Companies .......................................................................

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


director of the .......................... 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 .............................. 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 Occupat Date of National Signatur


surname in ion birth ity e
full and
father’s
names
1 2 3 4 5 6
Signature ..............................

Designation ...........................

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

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. 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

Notice is hereby given that ----

(a) the registered office of the company is .with effect


from
[date]

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

Situation of registered office falls under the jurisdiction of


(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.