AirCrews Aviation P Ltd



aircrewsaviation@gmail.com
Mob No 9329737330
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For  AirCrews  Aviation  P  Ltd







Director / Auth. Signatory


AirCrews  Aviation  P  Ltd

#203  Royal Regency, 7 Shikshak Nagar

Airport Road , Indore  452005 India

www.AirCrewsAviation.com

0731 4044650 M 9977513452



AIRCREWS AVIATION PRIVATE LIMITED AirCrews Aviation P Ltd
www.AirCrewsAviation.com
http://www.AirCrewsAviation.com
http://www.aircrewsaviation.com/
csg@AirCrewsAviation.com
ceo@AirCrewsAviation.com
MEMORANDUM OF ASSOCIATION
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I am looking for a person for all in One Law Services
Includes:



A. Auditor Appointment RoC Form-

B. Balance Sheet, P&L & Audit Report

C. AOC 04 Form

D. ROC Fling
E. Minutes of Board Meeting

F. Minutes of AGM

G. Income tax Returns

H. Share Certificate (for 2 Directors)

I.Disclosure of Interest

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J. 30 Minutes consultation with the lawyer for Corporate Advice for the business



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Kindly refer to your application (Form 49B) dated May 21, 2018 for the allotment of Tax Deduction
Account Number. In this connection, the following TAN has been issued to you/your organisation:

                    BPLA10224E

Please quote the same in all TDS challans,TDS Certificates,TDS returns,Tax Collection at Source
(TCS) returns as well as other documents pertaining to such transactions.
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_______________________=_________________
Important:
Do not make changes to this document without consulting an IndiaFilings Team Member.
Document Instructions:
The Memorandum of Association sets down the basic constitution of a company and defines the permitted range of activities the company may undertake. The Memorandum of Association Subscriber Sheet must be signed by all the person subscribing to the shares of the company on incorporation.
Completion Checklist:
1. The Subscriber Sheet of MOA must be handwritten by the subscribers. The information provided in the sample can be used as a guide while writing.
2. Shareholders must sign and write his/her name, father's name, address, date of birth, description or passport number, occupation and number of shares subscribed, in the place provided.
3. Shareholders must paste a passport size photo at the bottom of the subscriber sheet and write his/her name below.
4. Witness must sign and write his/her name, father's name, address, date of birth, description and occupation, in the place provided.
5. Witness must provide a self-attested copy of his/her identity and address proof.
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MEMORANDUM OF ASSOCIATION
________________________________________
AIRCREWS AVIATION PRIVATE LIMITED

THE COMPANIES ACT, 2013
COMPANY LIMITED BY SHARES

AIRCREWS AVIATION PRIVATE LIMITED

1st. The name of the Company is AIRCREWS AVIATION PRIVATE LIMITED,
2nd. The Registered Office of the Company will be situated in the State of MADHYA PRADESH.
3rd. The objects for which the Company is established are:
(A) THE MAIN OBJECTS OF THE COMPANY TO BE PURSUED BY THE COMPANY ON ITS INCORPORATION ARE:
1. To act as Advisors, Technical, Industrial consultants and to provide technical know-how, render advice on planning development, research design, plant operation, to make feasibility studies, assist in acquisition and concern of plant and machinery, to provide procurement, construction and technical services and to render such other services as are usually rendered by consultants for and in connection with the management, manufacture, production, processing of engineering goods and any other allied products required by trade and industry; and to act as Management consultants and to provide services of data processing and modern management sciences.
2. To carry on the  business of development and training of aviation IT services also act as IT company to create software related to airlines and act as consultants for students to airlines .
3. To provide personnel requirement services and to carry on business of industrial consultants and providing personal services, accountants, typists, salesmen supervisors, workers and labourers, and incur expenses for transportation, postage stationery and other auxiliary and incidental expenses for the business of service contract entered in by way person.
4. To provide information technology to any person, firm, company, trusts, association, institution, society, body corporate, government or government department, public or local authority in India and outside India, in the field of information technology and related areas and/or to develop procedures, methods, and principles for, and engage in research relating thereto to carry on the business of designers and manufacturers, buyers, sellers, assemblers, exporters, importers, distributors, agents, hirers, and dealers of and as maintenance and service engineers, and system engineers, of mainframe, mini, micro and personal computer systems and process control systems and computer peripherals and accessories including floppy disk drives, hard disk drives, printers, readers, tape drives, cartridge, plotters, magnetic or otherwise, recording heads, CRT terminals and display systems, cables, interfaces, computer ribbons, stationery, furniture and control valves, instruments, transducers, recorders, measuring devices and computer hardware including large systems, mini, micro systems and personal computers and process control systems and hardware in computer and electronics.
5. To develop, provide undertake design import export distribute and deal in Systems and application software for microprocessor based information systems, off shore software development projects, internet service provider, and solutions in all areas of application including those in Emerging niche segments like Internet and Intranet website applications solutions software enterprise, resource planning, e-commerce, value added products and other business applications either for its own use for sale in India or for export outside India and to design and develop such systems and application soft-ware for and on behalf of manufacturers owners and users of computer, telecom, digital, electronic equipments in India or elsewhere in the world.
(B) MATTERS WHICH ARE NECESSARY FOR FURTHERANCE OF THE OBJECTS SPECIFIED IN CLAUSE 3(A) ARE:
1. To build, erect, construct, develop, modify, operate, maintain, sell, repair, renovate and remove works, plant, machinery, equipment, buildings, factories, offices, warehouses, houses, apartments and all kinds of structures temporary or permanent.
2. To provide facilities for storage, warehousing, transport, carriage and distribution of the products mentioned above and of any other articles or merchandise connected with the company's business.
3. To apply for tender, purchase or otherwise acquire any contracts, sub-contracts, licenses and concession for or in relation to the objects or business herein mentioned or any of them and to undertake, execute, carry out, dispose of or otherwise earn to account the same.
4. To employ officers, clerks, agents, field officers, canvassers, branch officers, auditors, laborers and other employees and brokers or commission agents and to pay or provide for the payment to them of such salaries, commission, brokerage or remuneration as may be found fit, expedient, necessary or desirable.
5. To carry on any other business (industrial, agricultural, trading, manufacturing, commercial or otherwise) which may seem to the company capable of being conveniently carried on in connection with any of the objects or otherwise calculated directly or indirectly to render any of the company's properties or rights for the time being profitable and also to acquire, promote, aid, foster, subsides or acquire interest in any industry or undertaking in any country or countries whatsoever.
To open bank account
6. To open, operate or close accounts of every description with any bank or bankers as may from time to time be thought fit and do all acts necessary for the purpose.
To borrow and mortgage
7. To borrow money from banks, financial institutions or any other person whether with or without security and such terms and in such manner as the company may think fit and for the said purpose to execute all such documents as may be required to encumber or charge (including hypothecation, pledge, mortgage) deal with any properties of the company.
To insure property
8. To insure any of the persons, properties, undertakings contracts, guarantee or obligations or profits of the Company, of every nature and kind in any manner whatsoever.
To promote Companies
9. To be interested in, promote, assist, in the promotion or undertake the formation and establishment of business, firms, institutions or companies in India or elsewhere with objects wholly or partly similar to those of the company or for the purpose of acquiring all or any of the properties, rights and liabilities of the Company, or for any other purpose.
To acquire business
10. To acquire and take over as a going concern by purchase of, or on lease and to undertake, to carry on the whole or any part of the business together with the goodwill and trade name, property rights, and liabilities of any business, any part of the purposes of which is within the objects of the Company or which the Company is authorized to carry on and to pay for same by shares, debentures, debenture-stock, bonds, cash or otherwise and to conduct and carry on or liquidate and wind up any such business.
To enter into contracts
11. To enter into, make and perform contracts and arrangements, of every kind and description with corporate body, state or central government or any companies, firms or persons that may seem conducive to the company's objectives or any of them and to obtain from any such authority any rights, privileges, charters, contracts, concessions, licences or purchase and sale of any kind of goods, machinery, spare parts, securities, shares, stocks, debentures, which the Company for the time being may think desirable to obtain and to carry out, exercise and comply with such arrangements, rights, privileges and concessions.
Sale or lease of undertaking
12. To acquire and take over as a going concern by purchase of, or on lease and to undertake, to carry on the whole or any part of the business together with the goodwill and trade name, property rights, and liabilities of any business, any part of the purposes of which is within the objects of the Company or which the Company is authorized to carry on and to pay for same by shares, debentures, debenture-stock, bonds, cash or otherwise and to conduct and carry on or liquidate and wind up any such business.
To enter into contracts
13. To lease, sublet, mortgage, charge, sell or otherwise dispose of any property of the company either absolutely or conditionally and in such manner and upon such terms and conditions in all respects as may be thought fit and to accept payment or satisfaction for the same in cash or otherwise.
To amalgamate, enter into partnership
14. To amalgamate, enter into partnership or into any agreement for sharing profits, union of interest, co-operation, joint ventures, or reciprocal concessions for limiting competition with any person or company carrying on or engaged in, or about to carry on or engage in any business or transaction which the Company is authorized to carry on or engage in or which can be carried on in conjunction therewith.
To build and construct works
15. To construct, maintain, develop, work, manage, carry out or control any offices, buildings, warehouses, factories, laboratories, garages, shops, stores and erections of every description and any roadways and other works and conveniences which the company may think directly or indirectly conducive to the objects of interest of the company and to contribute or otherwise assist or take part in the construction, improvement, maintenance, working management or development or carrying out or control thereof.
To receive money on deposit, lend and guarantee
16. To lend and advance money or give credit to such persons or companies and on such terms as may seem expedient, and in particular to customers and others having dealings with the Company, and to guarantee the performance of any contract or obligation and the payment of money of or by any such persons or companies, and generally to give guarantees and indemnities.
To accept bills
17. To draw, make, accept, endorse, discount, execute, issue, negotiate, assign and otherwise deal in cheques, drafts, bills of exchange, promissory notes, hundies, debentures, bonds, bills of lading, railway receipts, warrants and all other negotiable or transferable instruments.
To advertise
18. To advertise the products and services of the company by all permissible means including but not limited to the Internet and other electronic media, the press, circulars, posters, exhibitions, periodicals, contests and sponsorship of events.
To participate in exhibition
19. To encourage, organize, promote and participate in exhibition, trade fairs, demonstrations of any kind or variety, cinema or dramatic shows, clubs, associations, movements or activities of any kind or variety likely to promote the interests of the Company.
To establish and maintain agency
20. To establish branches or agencies whether by means of local boards or otherwise anywhere in India or elsewhere at any place or places throughout the world for the purpose of enabling the Company to carry on its business more efficiently and to discontinue and reconstitute any such branches or agencies.
To acquire membership
21. To acquire and secure membership, seat or privilege either in the name of company or its nominee or nominees in and of any association, exchange, market, club or other institution in India or any part of the world for furtherance of any business, trade or industry.
To provide for welfare of directors, employees
22. To provide for the welfare of the Directors, ex-Directors, employees or ex-employees of the company or its predecessors in business and the wives and families or the dependents or connections of such person by building of bonuses, dwellings or quarters or by grants of money, pensions, gratuities, allowances, bonuses, awards, profits-sharing or other schemes.
To make donations
23. To subscribe or contribute or otherwise assist or to grant money to charitable, benevolent, religions, scientific, national, public, political, institutions, objects or purposes or for any exhibition.
Distribution of specie
24. To distribute any of the property of the Company among the member in specie or kind in the event of winding up and subject to the provisions of the Companies Act, 2013.
To register and protect intellectual property
25. To apply for purchase, or otherwise acquire, and protect and renew in any part of the world any patents, patent rights, copy-rights, trade marks, designs, licenses, concessions, and the like, conferring any exclusive or limited right to their use, or any secret or other information as to any invention which may seem capable of being used for any of the purposes of the Company, or the acquisition of which may seem calculated directly or indirectly to benefit the Company, and to use, exercise, develop, or grant licenses in respect of, or otherwise turn to account the property, rights or information so acquired, and to expend money in experimenting upon, testing, or improving any such patents, inventions or rights.
To make arrangements with authorities
26. To enter into any arrangements with any Governments or authorities, supreme, municipal, local or otherwise, or any person or company that may seem conducive to the objects of the Company, or any of them, and to obtain from any such Government, authority, person or company any rights, privileges, charters, contracts, licenses, and concessions which the Company may think it desirable to obtain and to carry out, exercise and comply therewith.
To acquire technical information, technical know-how
27. To enter into collaboration and/or joint venture for sharing profits, for the setting up of industries and plants and/or for the supply of plant, machinery, tools, equipment, technical know-how, technical assistance, license, patents, instruments and things with any person or company or suppliers or other agents, and associates and/or local and/or foreign governments.
To procure registration in other countries
28. To get the company registered or incorporate or recognized in any part of the world in accordance with its laws for the time being at such place.
Preliminary and underwriting expenses
29. To pay out of the funds of the Company all expenses which the Company may lawfully pay with respect to the formation and registration of the Company or the issue of its capital, including brokerage and commissions for obtaining application for or taking, placing or underwriting or producing the underwriting of shares, debentures or other securities of the Company.
To refer to arbitration
30. To refer all questions, disputes or differences arising between the company and any other person including a member of the company in connection with or in respect of any matter relating to the business or affairs of the company to arbitration in such manner and upon such terms as the company and such other person may mutually agree upon in each case and such reference to arbitration may be in accordance with the provisions of the Arbitration and Conciliation Act 1996 or any statutory modification or replacement thereof and to institute legal proceedings or defend any proceedings in relation to such arbitration and to appointadvocates, consultants or advisors in this behalf.
To act as or employ agents
31. To do all or any of the above things as principals, agents, consignors, consignees, contractors, trustees or otherwise and by or through trustees, agents or otherwise and either alone or in conjunction with others.
4th. The liability of the members is limited and this liability is limited to the amount unpaid, if any, on the shares held by them.
5th. The Authorised share capital of the company is Rs.1,00,000/- (Rupees one lakh only), divided into 10,000 (ten thousands shares only) equity shares of Rs.10/- (Rupees ten only) each.

6th. I, whose name and address is given below, am desirousof forming a company in pursuance of this memorandum of association and agree to take all the shares in the capital of the company:-
No Name, fathers name, address, description and occupation of the Subscribers Equity shares taken by each subscriber Signature of the subscriber Signature, name, address, description and occupation of the witness




USE THIS PAGE AS A SAMPLE TO HANDWRITE THE INFORMATION ON THE PREVIOUS PAGE CONTAINING THE SUBSCRIBER INFORMATION
No Name, address, description and occupation of the subscribers Equity shares taken by each subscriber Signature of the subscriber Signature, name, address, description and occupation of the witness
1 Capt. Chandra Shekhar Gupta
S/o Dr. Vijay Kumar Gupta
301 Royal Regencyy Airport Road
Opp Axis Bank
Indore
Madhya Pradesh - 452005
PAN: AFSPG4563P
Occupation : BUSINESS Sign Here I (Name) S/o (or) D/o ....... witness to subscribers, who have subscribed and signed in my presence (date and place to be given); further I have verified their Identity Details (ID) for their identification and satisfied myself of their identification particulars as filled in
Pan:
Occupation:
Address:
Sign:
2 MRS.Samira Surabhi Gupta
D/o MR. Suresh Prasad
301 Royal Regencyy Airport Road
Opp Axis Bank
Indore
Madhya Pradesh - 452005
PAN: AMNPG1743K
Occupation : BUSINESS Sign Here
[Total No. Of Shares Taken : ten thousands Only] 10,000

Date:

Place:

AFFIX RECENT COLOUR PASSPORT SIZE PHOTOGRAPH OF ALL DIRECTORS HERE

MOA Page  of 



ARTICLES OF ASSOCIATION
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Important:
Do not make changes to this document without consulting an IndiaFilings Team Member.
Document Instructions:
The Articles of Association drafted by us for your company can be downloaded by clicking on the link above. Please hand-write the information provided in the model sheet in the blank subscribers page attached with the Articles of Association and sign. The signing of the Articles of Association also needs to be witnessed. In case, the subscriber is a Foreign National or a Non-Resident Indian, then the witness should be a notary. A scanned copy of the signed Articles of Association with the subscribers page should be uploaded here.
Document Checklist:
1. The Subscriber Sheet of AOA must be handwritten by the Director. The information provided in the sample can be copied.
2. Each Director or Shareholder must sign and write his/her name, Father's name, address, Date of Birth, PAN Number, Occupation and number of shares subscribed, in the place provided.
3. Each Director or Shareholder must paste a passport size photo at the bottom of the subscriber sheet and write his/her name below.
4. A Witness must sign and write his/her name, Father's name, address, Date of Birth, PAN Number and Occupation, in the place provided.
5. The Witness must provide a self-attested copy of his/her Identity and Address Proof.














ARTICLES OF ASSOCIATION
________________________________________
AIRCREWS AVIATION PRIVATE LIMITED

THE COMPANIES ACT, 2013
COMPANY LIMITED BY SHARES

AIRCREWS AVIATION PRIVATE LIMITED

PRELIMINARY
I. Subject as hereinafter provided the Regulations contained in Table F in the Schedule I to the Companies Act, 2013 shall apply to the Company.
INTERPRETATION
II.
1. In these regulations—
(a) "Company" means AIRCREWS AVIATION PRIVATE LIMITED
(b) "Office" means the Registered Office of the Company
(c) "the Act" means the Companies Act, 2013,
(d) "the seal" means the common seal of the Company.
(e) "Directors" means the Directors of the Company and includes persons occupying the position of the Directors by whether names called.
2. Unless the context otherwise requires, words or expressions contained in these regulations shall bear the same meaning as in the Act or any statutory modification thereof in force at the date at which these regulations become binding on the company.

PRIVATE COMPANY
III. The Company is a Private Company within the meaning of Section 2(68) of the Companies Act, 2013 and accordingly:-
“Private company” means a company having a minimum paid-up share capital as may be prescribed, And which by its articles,-
(i) restricts the right to transfer its shares;
(ii) Except in case of One Person Company, limits the number of its members to two hundred:
Provided that where two or more persons hold one or more shares in a company jointly, they shall, for the purposes of this clause, be treated as a single member: Provided further that-
(A) Persons who are in the employment of the company; and
(B) Persons who, having been formerly in the employment of the company, Were members of the company while in that employment and have continued to be members after the employment ceased, shall not be included in the number of members; and
(iii) Prohibits any invitation to the public to subscribe for any securities of the company.

SHARE CAPITAL AND VARIATION OF RIGHTS
IV.
1. Subject to the provisions of the Act and these Articles, the shares in the capital of the company shall be under the control of the Directors who may issue, allot or otherwise dispose of the same or any of them to such persons, in such proportion and on such terms and conditions and either at a premium or at par and at such time as they may from time to time think fit.
2. (i) Every person whose name is entered as a member in the register of members shall be entitled to receive within two months after incorporation, in case of subscribers to the memorandum or after allotment or within one month after the application for the registration of transfer or transmission or within such other period as the conditions of issue shall be provided,—
a. one certificate for all his shares without payment of any charges; or
b. several certificates, each for one or more of his shares, upon payment of twenty rupees for each certificate after the first.
(ii) Every certificate shall be under the seal and shall specify the shares to which it relates and the amount paid-up thereon.
(iii) In respect of any share or shares held jointly by several persons, the company shall not be bound to issue more than one certificate, and delivery of a certificate for a share to one of several joint holders shall be sufficient delivery to all such holders.
3. (i) If any share certificate be worn out, defaced, mutilated or torn or if there be no further space on the back for endorsement of transfer, then upon production and surrender thereof to the company, a new certificate may be issued in lieu thereof, and if any certificate is lost or destroyed then upon proof thereof to the satisfaction of the company and on execution of such indemnity as the company deem adequate, a new certificate in lieu thereof shall be given. Every certificate under this Article shall be issued on payment of twenty rupees for each certificate.
(ii) The provisions of Articles (2) and (3) shall mutatis mutandis apply to debentures of the company.
4. Except as required by law, no person shall be recognized by the company as holding any share upon any trust, and the company shall not be bound by, or be compelled in any way to recognize (even when having notice thereof) any equitable, contingent, future or partial interest in any share, or any interest in any fractional part of a share, or (except only as by these regulations or by law otherwise provided) any other rights in respect of any share except an absolute right to the entirety thereof in the registered holder.
5. (i) The company may exercise the powers of paying commissions conferred by sub-section (6) of section 40, provided that the rate per cent. or the amount of the commission paid or agreed to be paid shall be disclosed in the manner required by that section and rules made there under.
(ii) The rate or amount of the commission shall not exceed the rate or amount prescribed in rules made under sub-section (6) of section 40.
(iii) The commission may be satisfied by the payment of cash or the allotment of fully or partly paid shares or partly in the one way and partly in the other.
6. (i) If at any time the share capital is divided into different classes of shares, the rights attached to any class (unless otherwise provided by the terms of issue of the shares of that class) may, subject to the provisions of section 48, and whether or not the company is being wound up, be varied with the consent in writing of the holders of three-fourths of the issued shares of that class, or with the sanction of a special resolution passed at a separate meeting of the holders of the shares of that class.
(ii) To every such separate meeting, the provisions of these regulations relating to general meetings shall mutatis mutandis apply, but so that the necessary quorum shall be at least two persons holding at least one-third of the issued shares of the class in question.
7. The rights conferred upon the holders of the shares of any class issued with preferred or other rights shall not, unless otherwise expressly provided by the terms of issue of the shares of that class, be deemed to be varied by the creation or issue of further shares ranking pari passu therewith.
8. Subject to the provisions of section 55, any preference shares may, with the sanction of an ordinary resolution, be issued on the terms that they are to be redeemed on such terms and in such manner as the company before the issue of the shares may, by special resolution, determine.

LIEN
9. (i) The company shall have a first and paramount lien—
a. on every share (not being a fully paid share), for all monies (whether presently payable or not) called, or payable at a fixed time, in respect of that share; and
b. on all shares (not being fully paid shares) standing registered in the name of a single person, for all monies presently payable by him or his estate to the company: Provided that the Board of directors may at any time declare any share to be wholly or in part exempt from the provisions of this clause.
(ii) The company's lien, if any, on a share shall extend to all dividends payable and bonuses declared from time to time in respect of such shares.
10. The company may sell, in such manner as the Board thinks fit, any shares on which the company has a lien: Provided that no sale shall be made—
(a) unless a sum in respect of which the lien exists is presently payable; or
(b) until the expiration of fourteen days after a notice in writing stating and demanding payment of such part of the amount in respect of which the lien exists as is presently payable, has been given to the registered holder for the time being of the share or the person entitled thereto by reason of his death or insolvency.
11. (i) To give effect to any such sale, the Board may authorize some person to transfer the shares sold to the purchaser thereof.
(ii) The purchaser shall be registered as the holder of the shares comprised in any such transfer.
(iii) The purchaser shall not be bound to see to the application of the purchase money, nor shall his title to the shares be affected by any irregularity or invalidity in the proceedings in reference to the sale.
12. (i) The proceeds of the sale shall be received by the company and applied in payment of such part of the amount in respect of which the lien exists as is presently payable.
(ii) The residue, if any, shall, subject to a like lien for sums not presently payable as existed upon the shares before the sale, be paid to the person entitled to the shares at the date of the sale.

CALLS ON SHARES
13. (i) The Board may, from time to time, make calls upon the members in respect of any monies unpaid on their shares (whether on account of the nominal value of the shares or by way of premium) and not by the conditions of allotment thereof made payable at fixed times: Provided that no call shall exceed one-fourth of the nominal value of the share or be payable at less than one month from the date fixed for the payment of the last preceding call.
(ii) Each member shall, subject to receiving at least fourteen days' notice specifying the time or times and place of payment, pay to the company, at the time or times and place so specified, the amount called on his shares.
(iii) A call may be revoked or postponed at the discretion of the Board.
14. A call shall be deemed to have been made at the time when the resolution of the Board authorising the call was passed and may be required to be paid by installments.
15. The joint holders of a share shall be jointly and severally liable to pay all calls in respect thereof.
16. (i) If a sum called in respect of a share is not paid before or on the day appointed for payment thereof, the person from whom the sum is due shall pay interest thereon from the day appointed for payment thereof to the time of actual payment at ten per cent. per annum or at such lower rate, if any, as the Board may determine.
(ii) The Board shall be at liberty to waive payment of any such interest wholly or in part.
17. (i) Any sum which by the terms of issue of a share becomes 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 regulations, be deemed to be a call duly made and payable on the date on which by the terms of issue such sum becomes payable.
(ii) In case of non-payment of such sum, all the relevant provisions of these regulations 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.
18. The Board—
(a) may, if it thinks fit, receive from any member willing to advance the same, all or any part of the monies uncalled and unpaid upon any shares held by him; and
(b) upon all or any of the monies so advanced, may (until the same would, but for such advance, become presently payable) pay interest at such rate not exceeding, unless the :company in general meeting shall otherwise direct, twelve per cent. per annum, as may be agreed upon between the Board and the member paying the sum in advance.

TRANSFER OF SHARES
19. (i) The instrument of transfer of any share in the company shall be executed by or on behalf of both the transferor and transferee.
(ii) The transferor shall be deemed to remain a holder of the share until the name of the transferee is entered in the register of members in respect thereof.
20. The Board may, subject to the right of appeal ,conferred by section 58 decline to
(a) register the transfer of a share, not being a fully paid share, to a person of whom they do not approve; or
(b) any transfer of shares on which the company has a lien.
21. The Board may decline to recognize any instrument of transfer unless—
(a) the instrument of transfer is in the form as prescribed in rules made under sub-section (1) of section 56;
(b) the instrument of transfer is accompanied by the certificate of the shares to which it relates, and such other evidence as the Board may reasonably require to show the right of the transferor to make the transfer; and
(c) the instrument of transfer is in respect of only one class of shares.
22. On giving not less than seven days' previous notice in accordance with section 91 and rules made there under, the registration of transfers may be suspended at such times and for such periods as the Board may from time to time determine: Provided that such registration shall not be suspended for more than thirty days at any one time or for more than forty-five days in the aggregate in any year.

TRANSMISSION OF SHARES
23. (i) On the death of a member, the survivor or survivors where the member was a joint holder, and his nominee or nominees or legal representatives where he was a sole holder, shall be the only persons recognized by the company as having any title to his interest in the shares.
(ii) Nothing in clause (i) shall release the estate of a deceased joint holder from any liability in respect of any share which had been jointly held by him with other persons.
24. (i) Any person becoming entitled to a share in consequence of the death or insolvency of a member may, upon such evidence being produced as may from time to time properly be required by the Board and subject as hereinafter provided, elect, either—(a) to be registered himself as holder of the share; or (b) to make such transfer of the share as the deceased or insolvent member could have made.
(ii) The Board shall, in either case, have the same right to decline or suspend registration as it would have had, if the deceased or insolvent member had transferred the share before his death or insolvency.
25. (i) If the person so becoming entitled shall elect to be registered as holder of the share himself, he shall deliver or send to the company a notice in writing signed by him stating that he so elects.
(ii) If the person aforesaid shall elect to transfer the share, he shall testify his election by executing a transfer of the share.
(iii) All the limitations, restrictions and provisions of these regulations relating to the right to transfer and the registration of transfers of shares shall be applicable to any such notice or transfer as aforesaid as if the death or insolvency of the member had not occurred and the notice or transfer were a transfer signed by that member.
26. A person becoming entitled to a share by reason of the death or insolvency of the holder shall be entitled to the same dividends and other advantages to which he would be entitled if he were the registered holder of the share, except that he shall not, before being registered as a member in respect of the share, be entitled in respect of it to exercise any right conferred by membership in relation to meetings of the company:
Provided that the Board may, at any time, give notice requiring any such person to elect either to be registered himself or to transfer the share, and if the notice is not complied with within ninety days, the Board may thereafter withhold payment of all dividends, bonuses or other monies payable in respect of the share, until the requirements of the notice have been complied with.

FORFEITURE OF SHARES
27. If a member fails to pay any call, or installment of a call, on the day appointed for payment thereof, the Board may, at any time thereafter during such time as any part of the call or installment remains unpaid, serve a notice on him requiring payment of so much of the call or installment as is unpaid, together with any interest which may have accrued.
28. The notice aforesaid shall—
(a) name a further day (not being earlier than the expiry of fourteen days from the date of service of the notice) on or, before which the payment required by the notice is to be made; and
(b) state that, in the event of non-payment on or before the day so named, the shares in respect of which the call was made shall be liable to be forfeited.
29. If the requirements of any such notice as aforesaid are not complied with, any share in respect of which the notice has been given may, at any time thereafter, before the payment required by the notice has been made, be forfeited by a resolution of the Board to that effect.
30. (i) A forfeited share may be sold or otherwise disposed of on such terms and in such manner as the Board thinks fit.
(ii) At any time before a sale or disposal as aforesaid, the Board may cancel the forfeiture on such terms as it thinks fit.
31. (i) A person whose shares have been forfeited shall cease to be a member in respect of the forfeited shares, but shall, notwithstanding the forfeiture, remain liable to pay to the company all monies which, at the date of forfeiture, were presently payable by him to the company in respect of the shares.
(ii) The liability of such person shall cease if and when the company shall have received payment in full of all such monies in respect of the shares.
32. (i) A duly verified declaration in writing that the declarant is a director, the manager or the secretary, of the company, and that a share in the company has been duly forfeited on a 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.
(ii) The company may receive the consideration, if any, given for the share on any sale or disposal thereof and may execute a transfer of the share in favour of the person to whom the share is sold or disposed of.
(iii) The transferee shall thereupon be registered as the holder of the share.
(iv) The transferee shall not be bound to see to the application of the purchase money, if any, nor shall his title to the share be affected by any irregularity or invalidity in the proceedings in reference to the forfeiture, sale or disposal of the share.
33. The provisions of these regulations as to forfeiture shall apply in the case of nonpayment of any sum which, by the terms of issue of a share, becomes payable at a fixed time, whether on account of the nominal value of the share or by way of premium, as if the same had been payable by virtue of a call duly made and notified.

ALTERATION OF CAPITAL
34. The company may, from time to time, by ordinary resolution increase the share capital by such sum, to be divided into shares of such amount, as may be specified in the resolution.
35. Subject to the provisions of section 61, the company may, by ordinary resolution,—
(a) consolidate and divide all or any of its share capital into shares of larger amount than its existing shares;
(b) convert all or any of its fully paid-up shares into stock, and reconvert that stock into fully paid-up shares of any denomination;
(c) sub-divide its existing shares or any of them into shares of smaller amount than is fixed by the memorandum;
(d) cancel any shares which, at the date of the passing of the resolution, have not been taken or agreed to be taken by any person.
36. Where shares are converted into stock,—
(a) the holders of stock may transfer the same or any part thereof in the same manner as, and subject to the same regulations under which, the shares from which the stock arose might before the conversion have been transferred, or as near thereto as circumstances admit: Provided that the Board may, from time to time, fix the minimum amount of stock transferable, so, however, that such minimum shall not exceed the nominal amount of the shares from which the stock arose.
(b) the holders of stock shall, according to the amount of stock held by them, have the same rights, privileges and advantages as regards dividends, voting at meetings of the company, and other matters, as if they held the shares from which the stock arose; but no such privilege or advantage (except participation in the dividends and profits of the company and in the assets on winding up) shall be conferred by an amount of stock which would not, if existing in shares, have conferred that privilege or advantage.
(c) such of the regulations of the company as are applicable to paid-up shares shall apply to stock and the words "share" and "shareholder" in those regulations shall include "stock" and "stock-holder" respectively.
37. The company may, by special resolution, reduce in any manner and with, and subject to, any incident authorized and consent required by law,—
(a) its share capital;
(b) any capital redemption reserve account; or
(c) any share premium account.

CAPITALIZATION OF PROFITS
38. (i) The company in general meeting may, upon the recommendation of the Board, resolve—
(a) that it is desirable to capitalise any part of the amount for the time being standing to the credit of any of the company's reserve accounts, or to the credit of the profit and loss account, or otherwise available for distribution; and
(b) that such sum be accordingly set free for distribution in the manner specified in clause
(ii) amongst the members who would have been entitled thereto, if distributed by way of dividend and in the same proportions.
(ii) The sum aforesaid shall not be paid in cash but shall be applied, subject to the provision contained in clause
(iii), either in or towards—
(A) paying up any amounts for the time being unpaid on any shares held by such members respectively;
(B) paying up in full, unissued shares of the company to be allotted and distributed, credited as fully paid-up, to and amongst such members in the proportions aforesaid;
(C) partly in the way specified in sub-clause (A) and partly in that specified in sub-clause (B);
(D) A securities premium account and a capital redemption reserve account may, for the purposes of, this regulation, be applied in the paying up of unissued shares to be issued to members of the company as fully paid bonus shares;
(E) The Board shall give effect to the resolution passed by the company in pursuance of this regulation.
39. (i) Whenever such a resolution as aforesaid shall have been passed, the Board shall—
(a) make all appropriations and applications of the undivided profits resolved to be capitalised thereby, and all allotments and issues of fully paid shares if any; and
(b) generally do all acts and things required to give effect thereto.
(ii) The Board shall have power—
(a) to make such provisions, by the issue of fractional certificates or by payment in cash or otherwise as it thinks fit, for the case of shares becoming distributable in fractions; and
(b) to authorize any person to enter, on behalf of all the members entitled thereto, into an agreement with the company providing for the allotment to them respectively, credited as fully paid-up, of any further shares to which they may be entitled upon such capitalization, or as the case may require, for the payment by the company on their behalf, by the application thereto of their respective proportions of profits resolved to ' be capitalised, of the amount or any part of the amounts remaining unpaid on their existing shares;
(iii) Any agreement made under such authority shall be effective and binding on such members.

BUY-BACK OF SHARES
40. Notwithstanding anything contained in these articles but subject to the provisions of sections 68 to 70 and any other applicable provision of the Act or any other law for the time being in force, the company may purchase its own shares or other specified securities. General meetings
41. All general meetings other than annual general meeting shall be called extraordinary general meeting.
42. (i) The Board may, whenever it thinks fit, call an extraordinary general meeting.
(ii) If at any time directors capable of acting who are sufficient in number to form a quorum are not within India, any director or any two members of the company may call an extraordinary general meeting in the same manner, as nearly as possible, as that in which such a meeting may be called by the Board.

PROCEEDINGS AT GENERAL MEETINGS
43. (i) No business shall be transacted at any general meeting unless a quorum of members is present 'at the time when the meeting proceeds to business.
(ii) Save as otherwise provided herein, the quorum for the general meetings shall be as provided in section 103.
44. The chairperson, if any, of the Board shall preside as Chairperson at every general meeting of the company.
45. If there is no such Chairperson, or if he is not present within fifteen minutes after the time appointed for holding the meeting, or is unwilling to act as chairperson of the meeting, the directors present shall elect one of their members to be Chairperson of the meeting.
46. If at any meeting no director is willing to act as Chairperson or if no director is present within fifteen minutes after the time appointed for holding the meeting, the members present shall choose one of their members to be Chairperson of the meeting.
47. (i) The Chairperson may, with the consent of any meeting at which a quorum is present, and shall, if so directed by the meeting, adjourn the meeting from time to time and from place to place.
(ii) No business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.
(iii) When a meeting is adjourned for thirty days or more, notice of the adjourned meeting shall be given as in the case of an original meeting.
(iv) Save as aforesaid, and as provided in section 103 of the Act, it shall not be necessary to give any notice of an adjournment or of, the business to be transacted at an adjourned meeting.

VOTING RIGHTS
48. Subject to any rights or restrictions for the time being attached to any class or classes of shares,—
(a) on a show of hands, every member present in person shall have one vote; and
(b) on a poll, the voting rights of members shall be in proportion to his share in the paid-up equity share capital of the company.
49. A member may exercise his vote at a meeting by electronic means in accordance with section 108 and shall vote only once.
50. (i) In the case of joint holders, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders.
(ii) For this purpose, seniority shall be determined by the order in which the names stand in the register of members.
51. 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 hands or on a poll, by his committee or other legal guardian, and any such committee or guardian may, on a poll, vote by proxy.
52. Any business other than that upon which a poll has been demanded may be proceeded with, pending the taking of the poll.
53. No member shall be entitled to vote at any general meeting unless all calls or other sums presently payable by him in respect of shares in the company have been paid.
54. (i) No objection shall be raised to the qualification of any voter except at the meeting or adjourned meeting at which the vote objected to is given or tendered, and every vote not disallowed at such meeting shall be valid for all purposes.
(ii) Any such objection made in due time shall be referred to the Chairperson of the meeting, whose decision shall be final and conclusive.

PROXY
55. The instrument appointing a proxy and the power-of-attorney or other authority, if any, under which it is signed or a notarized copy of that power or authority, shall be deposited at the registered office of the company not less than 48 hours before the time for holding the meeting or adjourned meeting at which the person named in the instrument proposes to vote, or, in the case of a poll, not less than 24 hours before the time appointed for the taking of the poll; and in default the instrument of proxy shall not be treated as valid.
56. An instrument appointing a proxy shall be in the form as prescribed in the rules made under section 105.
57. A vote given in accordance with the terms of an instrument of proxy shall be valid, notwithstanding the previous death or insanity of the principal or the revocation of the proxy or of the authority under which the proxy was executed, or the transfer of the shares in respect of which the proxy is given:
Provided that no intimation in writing of such death, insanity, revocation or transfer shall have been received by the company at its office before the commencement of the meeting or adjourned meeting at which the proxy is used.

BOARD OF DIRECTORS
58. The number of the directors and the names of the first directors shall be determined in writing by the subscribers of the memorandum or a majority of them.
59. The following persons shall be the first Directors of the Company.
1. CHANDRA SHEKHAR GUPTA
2. SAMIRA SURABHI GUPTA
60. (i) The remuneration of the directors shall, in so far as it consists of a monthly payment, be deemed to accrue from day-to-day.
(ii) In addition to the remuneration payable to them in pursuance of the Act, the directors may be paid all travelling, hotel and other expenses properly incurred by them—
(a) in attending and returning from meetings of the Board of Directors or any committee thereof or general meetings of the company; or
(b) in connection with the business of the company.
61. The Board may pay all expenses incurred in getting up and registering the company.
62. The company may exercise the powers conferred on it by section 88 with regard to the keeping of a foreign register; and the Board may (subject to the provisions of that section) make and vary such regulations as it may thinks fit respecting the keeping of any such register.
63. All cheques, promissory notes, drafts, hundis, bills of exchange and other negotiable instruments, and all receipts for monies paid to the company, shall be signed, drawn, accepted, endorsed, or otherwise executed, as the case may be, by such person and in such manner as the Board shall from time to time by resolution determine.
64. Every director present at any meeting of the Board or of a committee thereof shall sign his name in a book to be kept for that purpose.
65. (i) Subject to the provisions of section 149, the Board shall have power at any time, and from time to time, to appoint a person as an additional director, provided the number of the directors and additional directors together shall not at any time exceed the maximum strength fixed for the Board by the articles.
(ii) Such person shall hold office only up to the date of the next annual general meeting of the company but shall be eligible for appointment by the company as a director at that meeting subject to the provisions of the Act.

PROCEEDINGS OF THE BOARD
66. (i) The Board of Directors may meet for the conduct of business, adjourn and otherwise regulate its meetings, as it thinks fit. (ii) A director may, and the manager or secretary on the requisition of a director shall, at any time, summon a meeting of the Board.
67. (i) Save as otherwise expressly provided in the Act, questions arising at any meeting of the Board shall be decided by a majority of votes. (ii) In case of an equality of votes, the Chairperson of the Board, if any, shall have a second or casting vote.
68. The continuing directors may act notwithstanding any vacancy in the Board; but, if and so long as their number is reduced below the quorum fixed by the Act for a meeting of the Board, the continuing directors or director may act for the purpose of increasing the number of directors to that fixed for the quorum, or of summoning a general meeting of the company, but for no other purpose.
69. (i) The Board may elect a Chairperson of its meetings and determine the period for which he is to hold office.
(ii) If no such Chairperson is elected, or if at any meeting the Chairperson is not present within five minutes after the time appointed for holding the meeting, the directors present may choose one of their number to be Chairperson of the meeting.
70. (i) The Board may, subject to the provisions of the Act, delegate any of its powers to committees consisting of such member or members of its body as it thinks fit.
(ii) Any committee so formed shall, in the exercise of the powers so delegated, conform to any regulations that may be imposed on it by the Board.
71. (i) A committee may elect a Chairperson of its meetings.
(ii) If no such Chairperson is elected, or if at any meeting the Chairperson is not present within five minutes after the time appointed for holding the meeting, the members present may choose one of their members to be Chairperson of the meeting.
72. (i) A committee may meet and adjourn as it thinks fit.
(ii) Questions arising at any meeting of a committee shall be determined by a majority of votes of the members present, and in case of an equality of votes, the Chairperson shall have a second or casting vote.
73. All acts done in any meeting of the Board or of a committee thereof or by any person acting as a director, shall, notwithstanding that it may be afterwards discovered that there was some defect in the appointment of any one or more of such directors or of any person acting as aforesaid, or that they or any of them were disqualified, be as valid as if every such director or such person had been duly appointed and was qualified to be a director.
74. Save as otherwise expressly provided in the Act, a resolution in writing, signed by all the members of the Board or of a committee thereof, for the time being entitled to receive notice of a meeting of the Board or committee, shall be valid and effective as if it had been passed at a meeting of the Board or committee, duly convened and held.

CHIEF EXECUTIVE OFFICER, MANAGER, COMPANY SECRETARY OR CHIEF FINANCIAL OFFICER
75. Subject to the provisions of the Act,—
(i) A chief executive officer, manager, company secretary or chief financial officer may be appointed by the Board for such term, at such remuneration and upon such conditions as it may thinks fit; and any chief executive officer, manager, company secretary or chief financial officer so appointed may be removed by means of a resolution of the Board;
(ii) A director may be appointed as chief executive officer, manager, company secretary or chief financial officer.
76. A provision of the Act or these regulations requiring or authorising a thing to be done by or to a director and chief executive officer, manager, company secretary or chief financial officer shall not be satisfied by its being done by or to the same person acting both as director and as, or in place of, chief executive officer, manager, company secretary or chief financial officer.

THE SEAL
77. (i) The Board shall provide for the safe custody of the seal.
(ii) The seal of the company shall not be affixed to any instrument except by the authority of a resolution of the Board or of a committee of the Board authorized by it in that behalf, and except in the presence of at least two directors and of the secretary or such other person as the Board may appoint for the purpose; and those two directors and the secretary or other person aforesaid shall sign every instrument to which the seal of the company is so affixed in their presence. Dividends and Reserve
78. The company in general meeting may declare dividends, but no dividend shall exceed the amount recommended by the Board.
79. Subject to the provisions of section 123, the Board may from time to time pay to the members such interim dividends as appear to it to be justified by the profits of the company.
80. (i) The Board may, before recommending any dividend, set aside out of the profits of the company such sums as it thinks fit as a reserve or reserves which shall, at the discretion of the Board, be applicable for any purpose to which the profits of the company may be properly applied, including provision for meeting contingencies or for equalising dividends; and pending such application, may, at the like discretion, either be employed in the business of the company or be invested in such investments (other than shares of the company) as the Board may, from time to time, thinks fit.
(ii) The Board may also carry forward any profits which it may consider necessary not to divide, without setting them aside as a reserve.
81. (i) Subject to the rights of persons, if any, entitled to shares with special rights as to dividends, all dividends shall be declared and paid according to the amounts paid or credited as paid on the shares in respect whereof the dividend is paid, but if and so long as nothing is paid upon any of the shares in the company, dividends may be declared and paid according to the amounts of the shares.
(ii) No amount paid or credited as paid on a share in advance of calls shall be treated for the purposes of this regulation as paid on the share.
(iii) All dividends shall be apportioned and paid proportionately to the amounts paid or credited as paid on the shares during any portion or portions of the period in respect of which the dividend is paid; but if any share is issued on terms providing that it shall rank for dividend as from a particular date such share shall rank for dividend accordingly.
82. The Board may deduct from any dividend payable to any member all sums of money, if any, presently payable by him to the company on account of calls or otherwise in relation to the shares of the company.
83. (i) Any dividend, interest or other monies payable in cash in respect of shares may be paid by cheque or warrant sent through the post directed to the registered address of the holder or, in the case of joint holders, to the registered address of that one of the joint holders who is first named on the register of members, or to such person and to such address as the holder or joint holders may in writing direct.
(ii) Every such cheque or warrant shall be made payable to the order of the person to whom it is sent.
84. Any one of two or more joint holders of a share may give effective receipts for any dividends, bonuses or other monies payable in respect of such share.
85. Notice of any dividend that may have been declared shall be given to the persons entitled to share therein in the manner mentioned in the Act.
86. No dividend shall bear interest against the company.

ACCOUNTS
87. (i) The Board shall from time to time determine whether and to what extent and at what times and places and under what conditions or regulations, the accounts and books of the company, or any of them, shall be open to the inspection of members not being directors.
(ii) No member (not being a director) shall have any right of inspecting any account or book or document of the company except as conferred by law or authorized by the Board or by the company in general meeting.

WINDING UP
88. Subject to the provisions of Chapter XX of the Act and rules made there under—
(i) If the company shall be wound up, the liquidator may, with the sanction of a special resolution of the company and any other sanction required by the Act, divide amongst the members, in specie or kind, the whole or any part of the assets of the company, whether they shall consist of property of the same kind or not.
(ii) For the purpose aforesaid, the liquidator may set such value as he deems fair upon any property to be divided as aforesaid and may determine how such division shall be carried out as between the members or different classes of members.
(iii) The liquidator may, with the like sanction, vest the whole or any part of such assets in trustees upon such trusts for the benefit of the contributories if he considers necessary, but so that no member shall be compelled to accept any shares or other securities whereon there is any liability.

INDEMNITY
89. Every officer of the company shall be indemnified out of the assets of the company against any liability incurred by him in defending any proceedings, whether civil or criminal, in which judgment is given in his favour or in which he is acquitted or in which relief is granted to him by the court or the Tribunal.


No Name, Address, Description, description and Occupation of the Subscribers Signature of the Subscriber Signature, Name, Address, Description Occupation of the Witness



USE THIS PAGE AS A SAMPLE TO HANDWRITE THE INFORMATION ON THE PREVIOUS PAGE CONTAINING THE SUBSCRIBER INFORMATION
No Name, address, description and occupation of the subscribers Signature of the subscriber Signature, name, address, description and occupation of the witness
1 MR.Chandra Shekhar Gupta
S/o MR. Vijay Kumar Gupta
301 Royal Regencyy Airport Road
Opp Axis Bank
Indore
Madhya Pradesh - 452005
PAN: AFSPG4563P
Occupation : BUSINESS Sign Here I … (Name) S/o (or) D/o ....... witness to subscribers, who have subscribed and signed in my presence (date and place to be given); further I have verified their Identity Details (ID) for their identification and satisfied myself of their identification particulars as filled in
Pan:
Occupation:
Address:
Sign:
2 MRS.Samira Surabhi Gupta
D/o MR. Suresh Prasad
301 Royal Regencyy Airport Road
Opp Axis Bank
Indore
Madhya Pradesh - 452005
PAN: AMNPG1743K
Occupation : BUSINESS Sign Here

Date:

Place:

AFFIX RECENT COLOUR PASSPORT SIZE PHOHTOGRAPH OF ALL DIRECTORS HERE


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