Law - Company providing placement services

8/14/2019 Law - Company providing placement services

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ON

(FORMATION OF PUBLIC COMPANY PROVIDING PLACEMENT SERVICES)

Submitted in the partial fulfillment of the Degree of masters of business

administration

SUBMITTED BY:- GUIDED BY:

Name : FARAZ ALAM

Mrs. SUKHPREET KAUR

Regd. No : 10906032

Roll no. : RS1901 B35

SUBMITTED TO

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Department of Management Lovely Professional University Phagwara

ACKNOWLEDGEMENT

I take this opportunity to present my votes of thanks to all

those guidepost who really acted as lightening pillars to

enlighten our way throughout this project that has led to

successful and satisfactory completion of this study.

We are really grateful to our COD Mr.Devdhar shetty for

providing us with an opportunity to undertake this project

in this university and providing us with all the facilities.

We are highly thankful to Mrs. Sukhpreet Kaur for heractive support, valuable time and advice, whole-hearted

guidance, sincere cooperation and pains-taking

involvement during the study and in completing the

assignment of preparing the said project within the time

stipulated.

Lastly, We are thankful to all those, particularly the

various friends , who have been instrumental in creating

proper, healthy and conductive environment and includingnew and fresh innovative ideas for us during the project,

their help, it would have been extremely difficult for us to

prepare the project in a time bound framework.

Name : FARAZ ALAM

Regd. No : 10906032

Roll no. : RS1901 B35

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FORM NO. 1

Registration No. of Company 5786 Nominal Capital : Rs. 2,00,00,0000

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 : Galaxy Public Limited Company

Presented by : Faraz Alam , Aditya Mohan Gupta , Mohammad Abbas ,

Sheikh Talha , Sagir Alam , Sumit Walia & Nishant Gaurav .

I, Faraz Alam of Galaxy PUBLIC LTD.

do solemnly and sincerely declare that who is engaged in the formation of

the company, or a person Named in the articles as a

director/manager/secretary of the public Limited.

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

thereunder in respect of matters precedent to the registration of the saidPage | 3


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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.

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FORM NO. 18

Registration No. of the Company Nominal Capital:

Rs


Notice of the situation/change of situation of registered office

[pursuant to section 146]

Name of the company : Galaxy Public Limited Company

Notice is hereby given that ----

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

2. effect from

[date]

(b) the situation of the registered office of the company of was changed

from to with effect form .

[date]

3. Situation of registered office falls under the jurisdiction of (name of the

police station).*Dated this Day of

Signature

Name

(In Block Capitals)

Designation

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

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FORM NO 29

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

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


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

pay for qualification shares

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

Name of company Galaxy Public Limited

Company ..........................................

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

surname in

full and

fathers

Address Occupatio

n

Date of

birth

Nationalit

y

Signature

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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.

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INTRODUCTION

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. A company is an association of a number of persons,

formed for some common purpose and registered accordingto the law relating to companies. Section 3(1)(i) of the

Companies Act, 1956 states that a company means, a

company formed and registered under this Act or an existing

company.

A company is an association of many persons who

contribute money or moneys worth to a common stock and

employ it for a common purpose. The common stock so

contributed is denoted in money and is the capital of the

company. The person who contribute it or to whom it

belongs are members. The proportion of capital to which

each member is entitled is his share.

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OBJECTIVE OF THIS PAPER

The objective of this paper is to grasp, assimilate and

comprehend the application of the Corporate Business Lawbeing practiced and its impact on day to day operations of

the Business in respect of the Contract act. In this paper we

will discuss how to start a new Galaxy Public LTD. company

hypothetically specifying its name, registration procedure in

detail, the objectives, and legal formalities of the forming a

company. According to the nature of the business, we will

also have to make an offer and enter into different contracts

with any 2 other groups through invitation following all theessential elements as stipulated under the contract act

1872.

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MEMORANDUM OF ASSOCIATION

Name Clause: GALAXY PUBLIC LTD.

1.Registered Office Clause: Meerut Cantt.

2. Object Clause:

i) Main Object: Provide services

ii) Other Objects: Create employment

3.Area of Operation Clause: Uttar Pradesh, Meghalaya,Assam, Bihar, Madhya Pradesh, Delhi, Jammu and Kashmir, ,

Orissa, Karnataka, Kerala.

4.Liability Clause: Limited by Shares.

5.Capital Clause: Rs 2,00,00,000(Rupees Two Crore Only.)

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Objects of the Company

Pursuant to Section 2 of the Memorandum, the principal object for which we

were established is to engage in the development, manufacture,

implementation and marketing of computerized systems in general and

computerized systems for producing tags, computerized photograph

databases for the purpose of identification and for issuing various certificates

in particular; consultation in the above fields; development, manufacture,

implementation and marketing of any product based on the knowledge and

expertise of the parties; and the purchase, sale, import, export and

implementation of any action required to realize the above objectives.

Directors

Our Articles provide that the number of directors serving on the board shall

be not less than two but shall not exceed eight. Our directors, other than

external directors, are elected at the annual shareholders meeting to serve

until the next annual meeting or until their earlier death, resignation,

bankruptcy, incapacity or removal by resolution of the general shareholders

meeting. Directors may be re-elected at each annual shareholders meeting.

The board may appoint additional directors (whether to fill a vacancy or

create new directorship) to serve until the next annual shareholders meeting,

provided, however, that the board shall be entitled to act in every matter so

long as the number of its members is not less than the quorum required at

the time for meetings of the board. If the number of members of the boarddecreases below said quorum, the board will not be entitled to act except in

order to fill vacant positions on the board or to call a general meeting of the

shareholders. Our officers serve at the discretion of the board.

The Board of Directors may meet and adjourn its meetings according to our

needs. A meeting of the board may be called at the request of each director.

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The quorum required for a meeting of the board consists of at least two

directors constituting a majority of directors. The adoption of a resolution by

the board requires approval by a simple majority of the directors present at a

meeting in which such resolution is proposed. In lieu of a board meeting a

resolution may be adopted in writing by all directors, and a meeting may

also be held through any communications means, provided however that all

participants may hear each other simultaneously.

Subject to the Companies law, the board may appoint a committee of the

board and delegate to such committee all or any of the powers of the board,

as it deems appropriate. The board may, at any time, amend, restate or

cancel the delegation of any of its powers to any of its committees. Under

the Companies Law the board of directors must appoint an audit committee,

comprised of at least three directors and including all of the external

directors. The function of the audit committee is to review irregularities inthe management of our business and recommend remedial measures. The

committee is also required, under the Companies Law, to approve certain

related party transactions. The Board has appointed an internal audit

committee which has three members and a remuneration committee which

has three members.

.

Approval of Certain Transactions

Under the Companies Law, all arrangements as to compensation of office

holders who are not directors, or controlling parties, require approval of the

board of directors. Arrangements regarding the compensation of directors

also require internal audit committee and shareholder approval.

The Companies Law requires that an office holder of the company promptly

disclose any personal interest that he or she may have and all relatedmaterial information known to him or her, in connection with any existing or

proposed transaction by the company. In addition, if the transaction is an

extraordinary transaction as defined under Israeli law, the office holder must

also disclose any personal interest held by the office holder's spouse,

siblings, parents, grandparents, descendants, spouse's descendants and the

spouses of any of the foregoing. In addition, the office holder must alsoPage | 12


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disclose any interest held by any corporation in which the office holder is a

5% or greater shareholder, director or general manager or in which he or she

has the right to appoint at least one director or the general manager. An

extraordinary transaction is defined as a transaction other than in the

ordinary course of business, otherwise than on market terms, or that is likely

to have a material impact on the company's profitability, assets or liabilities.

In the case of a transaction which is not an extraordinary transaction, after

the office holder complies with the above disclosure requirement, only board

approval is required unless the articles of association of the company

provide otherwise. The transaction must not be adverse to the company's

interest. Furthermore, if the transaction is an extraordinary transaction, then,

in addition to any approval stipulated by the articles of association, it also

must be approved by the company's audit committee and then by the board

of directors, and, under certain circumstances, by a meeting of theshareholders of the company. An office holder who has a personal interest in

a matter that is considered at a meeting of the board of directors or the audit

committee may not be present at the deliberations or vote on this matter. If a

majority of the directors has a personal interest in a transaction with us, such

directors may be present at the deliberations and vote in this matter, and

shareholder approval of the transaction is required.

The Companies Law applies the same disclosure requirements to a

controlling shareholder of a public company, which includes a shareholder

that holds 25% or more of the voting rights if no other shareholder ownsmore than 50% of the voting rights in the company. Extraordinary

transactions with a controlling shareholder or in which a controlling

shareholder has a personal interest, and the terms of compensation of a

controlling shareholder who is an office holder, require the approval of the

audit committee, the board of directors and the shareholders of the company

by simple majority, provided that either such majority vote must include at

least one-third of the shareholders who have no personal interest in the

transaction and are present at the meeting (without taking into account the

votes of the abstaining shareholders), or that the total shareholdings of thosewho have no personal interest in the transaction who vote against the

transaction represent no more than one percent of the voting rights in the

company.

In addition, a private placement of securities that will increase the relative

holdings of a shareholder that holds five percent or more of the company's

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outstanding share capital (assuming the exercise or conversion of all

securities held by such person that are exercisable for or convertible into

shares) or voting rights or that will cause any person to become, as a result

of the issuance, a holder of more than five percent of the company's

outstanding share capital or voting rights, requires approval by the board of

directors and the shareholders of the company. However, if the receiving

party is not a director in the company, its CEO, or a controlling shareholder,

and will not become a controlling shareholder as a result of the private

placement, shareholder approval is not required if the allotted securities

amount to twenty percent or less, of the company's outstanding voting rights

before the allotment. Since our shares are traded and were offered to the

public only outside of Israel, and as long as our shares are not offered to the

public or registered for trade in Israel, we are exempted from these

limitations concerning private placements.

Under the Companies Law and as long as our Articles are not amended to

determine otherwise,, certain resolutions, such as resolutions regarding

mergers, and windings up, require approval of the holders of 75% of the

shares represented at the meeting and voting thereon.

Duties of Shareholders

Under the Companies Law, a shareholder has a duty to act in good faith and

in a customary way towards the company and other shareholders and torefrain from abusing his or her power in the company including, among

other things, when voting in a general meeting of shareholders on the

following matters:

any amendment to the articles of association;

an increase of the company's authorized share capital;

a merger; or

approval of interested party transactions which require shareholder

approval.

In addition, any controlling shareholder, any shareholder who knows that it

possesses power to determine the outcome of a shareholder vote and any

shareholder who, pursuant to the provisions of a company's articles of

association, has the power to appoint or prevent the appointment of an office

holder in the company, is under a duty to act with fairness towards the

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company. The Companies Law does not describe the substance of this duty

but provides that a breach of his or her duty is tantamount to a breach of

fiduciary duty of an officer of the company.

EXEMPTION, INSURANCE AND INDEMNIFICATION OF

DIRECTORS AND OFFICERS

Exemption of Office Holders

Under the Companies Law, an Israeli company may not exempt an officeholder from liability for breach of his duty of loyalty, but may exempt in

advance an office holder from liability to the company, in whole or in part,

for a breach of his duty of care, provided the articles of association of the

company allow it to do so. Our Articles allow us to exempt our office

holders entirely and in advance from liability to any damage suffered as a

result of this breach of duty of care towards us.

Required Approvals

In addition, under the Companies Law, any exemption of, indemnification

of, or procurement of insurance coverage for, our office holders must be

approved by our audit committee and our board of directors and, if the

beneficiary is a director, an additional approval by our shareholders is

required.

Rights of Ordinary Shares

Our Ordinary Shares confer upon our shareholders the right to receivenotices of, and to attend, shareholder meetings, the right to one vote per

Ordinary Share at all shareholders' meetings for all purposes, and to share

equally, on a per share basis, in such dividends as may be declared by our

Board of Directors; and upon liquidation or dissolution, the right to

participate in the distribution of any surplus assets of the Company legally

available for distribution to shareholders after payment of all debts and other

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liabilities of the Company. All Ordinary Shares rank pari passu in all

respects with each other. Our Board of Directors may, from time to time,

make such calls as it may think fit upon a shareholder in respect of any sum

unpaid in respect of shares held by such shareholder which is not payable at

a fixed time

Mergers

A merger of the Company shall require the approval of the holders of a

majority of seventy five percent (75%) of the voting power represented at

the annual or special general meeting in person or by proxy or by written

ballot, as shall be permitted, and voting thereon in accordance with the

provisions of the Companies Law

REGISTRATION WITH THE REGISTRAR

OF COMPANIES TO GET THE BANK

INCORPORATED

1. Selection of a name:

We have to select, in order of preference, at least one suitable nameupto a maximum of six names, indicative of the main objects of the

company. The following are the names which we want to name our

placement services companies

1. GALAXY PUBLIC LTD

2. RIGHT JOB PUB LTD

3. SKY SCRAPER PUB LTD

4. SMART JOB PUB LTD

5. MOON STAR PUB LTD

6. OBEROI PUB LTD

We have to ensure that the name does not resemble the name of any other

already registered bank or company and also does not violate the provisions

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

the services of checking name availability on the portal.

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RERGISTRAR OF COMPANIES

CERTIFICATE OF

COMMENCEMENT OF BUSINESS

This is to certify that GALAXY PUBLIC.ltd. Filed for

incorporation was granted on the 30th SEPTEMBER 2009.

This proved that the company has performed all the

requirements and fulfilled the legal procedures of the

incorporation of the company and all the documents were

found legal and satisfactory. From this day forward the

company is capable of undertaking its normal business

operation.

PROSPECTUS

The GALAXY PUBLIC LTD. company with its authorized

capital of 2 crore Rupees, head office in Meerut cant, and

planning to operate in other cities of India especially in the

urban area not only to big cities but also upcoming and

growing cities of different states. This prospectus is an

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invitation to the public, whoever wants to invest in the

company in the forms of shares. The share of the company is

at a very reasonable price of only Rs 25.00 (twenty five

Rupees only) per share, in which everyone can easily invest .

The Company is selling its shares at a low price mainly toinspire people to invest, and with a view to make people

more aware especially the lower income group to invest in

the shares of the company.

CONTRACTS

AGREEMENT

LETTER OF OFFER

This is the letter offer for the MOONSTAR for the dealing of completeadvertisements for the completion of the company. The Galaxy

Public Ltd. want to an agreement with you worth Rs. 1, 00,000 If your

company agrees then please give us a letter of acceptance.

Name :

Faraz Alam

Managing Director

Galaxy Public Ltd.

Sagir Alam

Managing Director

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Moon-Star Advertisement Ltd.

LETTER OF ACCEPTANCE

This letter issues for GALAXY PUBLIC LTD. for the acceptance of the

agrrement dealing letter for the Rs.1,00,000 by MOON-STAR

Advertisement Ltd. Company.

The agreement declears to the deal in once time for

the use of all Advertisements for the completion of the Galaxy Public

Ltd.

Name :

Sagir Alam

Faraz Alam

Managing Director

Managing Director

Moon-Star Advertisement Ltd.

Galaxy Public Ltd.

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