Law Term Paper

TERM PAPER OF CORPORATE AND BUSSINESS LAW COMPANY NAME:

“ELECTRONIC GOODS”

SUBMITTED TO:SUBMITTED BY; Mrs. Maneet kaur Ranjan (ROLL no.-A07)

Rohit kr. Guru

Gayan (ROLL NO.-A08)

Puneet kumar mishra (ROLL NO.-A64)

ACKNOWLEDGMENTS

The most precious moments are those when we get an opportunity to remember and thank everyone who has in some way or the other motivated and facilitated us to achieve our goals. First of all I thank to god almighty for giving me power to pen down the term paper in its present shape. I thank the entire teaching staff especially Mr.R.S Deol for sharing his valuable knowledge with us & for providing his able guidance and support. I also thank to my classmate who every time helped me out and encouraged me for carrying out the task. I fall short of words to thank my family, who stood beside me while completion of my task.

INTRODUCTION A company, formed and registered under the Company Act 1956, is regarded by law as a single person, having specified rights and obligations. The latest amendment to the Act was made in 2006 by the Companies Act, 2006.

A company is an association of a number of persons, formed for some common purpose and registered according to the law relating to companies. Section 3(1) (I) of the Companies Act, 1956 states that a company means, “A company formed and registered under this Act or an existing company”. According to Lord Justice Lindley, “By a company is meant associations of many persons who contribute money or money’s 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 people who contribute it or to whom it belongs are members. The proportion of capital to which each member is entitled is his share”.

FORMATION OF A COMPANY Before a company can be formed the following steps must be taken:  If we are formed a company we prepare Memorandum of association and the Article of association must be prepared. These two documents must be filed when the application is made for the registration and incorporation of the company. The Companies Act lays

down rules regarding the preparation of the memorandum. Schedule I to the Act of 1956 contains four model forms for use in different cases.

 If the company to be formed intends to participate in an industry which is included in the scheduled annexed to the industries (Development and Regulation) Act, 1951, a license must be obtained under the Act. 

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



The prospectus or the statement of prospectus must be issued and registered with the registrar.



The minimum capital also include in this statement.

 The certificate for the commencement of business must be obtained from the Registrar.

Memorandum of Association and Rules: Name Clause: The name of the company shall be “laxly electronic goods company” (TV, LCD, display and ac)  Registered office clause: The registered office of the company shall

be situated at the office of the jalandhar, Punjab.  General body: “laxly annual general body consists of all laxly

members, staff member’s honorary member.  Quorum: the minimum number of members required for a meeting to

be conducted or a resolution to be passed.  Voting: in case of failure to achieve unanimous decision, any issue

can be put to voting. Any such voting shall be electronically managed.

 A process of sharing information or any information that is passed to any member or groups of members of the general body using one or more written medium of communication.  To offer expertise, effort and financial resources to assist not for profit organizations dedicated to India’s development, and there by contribute to the well-being of society. Objective clause:  Towards achieving the above mission, laxly will focus on the following objectives:  To provide a platform for social interaction and special interest groups;  To manufacture the range of electrical goods.  To set up marketing distribution system for the product range.  To set up after sell service obliegance customer can centre to call the problems public issue related to the consumer.  To raise funds for the company;  To provide groups benefits like health service, health insurance, medical service etc.  To mobilize funds required to manage the affairs and activities of the company.  To further such objects as the general body may decide from time to time. The name, address, and occupation of the members subscribing to the  Liability clause: The liability of the members is limited.

 memorandum of association the date of formation:  Capital clause: The capital of company 1000000000lake divided into

100000000equity share of RS/-10 each with power to issue any of shares in the capital, original or increased with or subject to any preferential, special or qualified rights or conditions, as regards dividends, repayment of capital, voting or otherwise.

Name

Address

Occupation

1 Mr. Rohit Kr.

Dept. of Civil Egg. – 36

Professor (President) (Sd.)

2 Mr. Varun

F.46/3, HIG 1,Delhi– 41

Company Executive(Vice President) (Sd.)

3 Mr. Guru Gayan

IC&SR Senior Techno Economic Officer

(Joint Secretary) (Sd.)

4 Miss. poomam

Dept. of Mech. Engaging. IIT, Delhi – 36

Professor(Treasurer ) (Sd.)

5 Mr. puneet 6

1, Model Town, Jhalandher – 17

Business Secretary (Sd.)

Anshu

Dept. of Humanities & Social Sciences, phagwara - 36

Professor (Member) (Sd.)

7 Mr. Rhan

C3-19, jhalander

Company Executive (Member) (Sd.)

8 Pooja

56, Model Town

Director of company

III Floor, 17, Jagadambal St. T. Nagar, Madras – 17

Business (Member) (Sd.)

10 . Ajay

Main Road, Model Town

Business (Member) (Sd.)

11 Dr. Ajeem deol

Dept. of Civil Engg.Punjab – 36

Lecturer (Member) (Sd.)

12 Mr. V.Ravi kumar

Sector 2,Chandigarh

Business (Member) (Sd.)

Mr. K.K. Raman

13 Mr. Punit thakur

5, Harban State, Jhalandher

Company Office (Member) (Sd.)

14 Dr. K.D.Sharma

Dept. of Chemistry IIT, Punjab– 36

Scientific Officer(Member) (Sd.)

Area of Operation Clause: Roorkee,(u.k.)Bengal, Bihar, Madhya Pradesh, Delhi, Punjab, Jammu and Kashmir, Uttar Pradesh, Orissa, Karnataka, Tamil Nadu, Kerala.

ARTICLES OF ASSOCIATION 

Membership: The Company shall consist of Patrons, Fellows, Life Members, Ordinary Members, Institution Members and Learned Bodies, as follow



Fellows: Shall be persons, who are eminent and have contributions to Science and Technology, with particular reference to growing of Orchids and recommended by the Executive Committee and who would be willing to pay a sum

of Rs.2,500/- (Rupees Two Thousand Five Hundred Only) as one-time lump-sum payment towards membership.



Life Members: Shall be persons who are interested in the aims and objectives of the Association and are willing to pay a lump- sum subscription ofRs.1, 000/- (Rupees One Thousand Only)

And are accepted as such by the f the Executive Committee. However, in the case of retired persons and those who have attained the age of 60 (sixty only), the subscription shall be Rs.500/- (Rupees Five Hundred Only) and accepted by the Executive Committee. 



Ordinary Members: Shall be persons who pay a membership fee of Rs.100/- (Rupees One Hundred Only) per annum; plus an admission fee of Rs.10/- (Rupees Ten Only) payable in the first year only and are accepted as such by the Executive Committee. Institution Members & Learned Bodies: Shall be those who pay twice the fees paid by the Fellows and/or Rs. 5,000/- (Rupees Five Thousand only), and are accepted as such by the recommendation of the Executive Committee.

ADMINISTRATIVE BODIES OF THE ASSOCIATION:



There shall be TWO (2) administrative bodies of the Association:A. General Body B. Executive Committee. A. The General Body of the Association: The General Body consists of all the members including the following elected members of the Association: (a) The President (b) Vice- President (c) Secretary (d) Treasurer (e) Three Executive Members All

Functions of the General Body: To ensure smooth and efficient working of the Association to review the annual report and audited statement of accounts. To consider and adopt amendment of the rules whenever necessaries. To make recommendations on matters of broad policy for furtherance of the aims and objectives of the Association.



SHARE CAPITAL CHANGE:

“The Authorized Share Capital of the company is Rs. 100,00,00,000 divided into 10,00,00,000 Equity Shares of Rs. 10 each (Rupees ten only) provisions of the Companies Act, 1956”. The Company increase and decrease the capital in General Meeting, may from time to time, increase its capital by the creation of new shares, equity share capital such increase to be of such aggregate amount and to be divided into shares of such amounts as the resolution. Capital Reduction format: Company change the capital from time to time by Special Resolution, reduce its capital and any Capital Redemption Reserve Account or Share Premium Account in any manner for the time being authorized by law, and in particular, capital may be paid off on the footing that it may be called up again or otherwise . Acceptance of shares:  Any application signed by, or on behalf of, an applicant for shares in the Company followed by an allotment of any shares therein, shall be an acceptance of shares within the meaning of these Articles.  Every person who thus or otherwise accepts any shares and whose name is entered in its Register of Members shall, for the purpose of these Articles, is a member of the Company. Share Certificate:  The share certificates shall be issued in market lots and where share certificates are issued in either more or less than market lots, sub- division or consolidation of share certificates into market lots shall be done free of charge.  Directors may sign a share certificate by affixing their signature thereon by means of any machine, equipment or other mechanical means, such as

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



Company have no fee shall be charged for issue of new share certificates in replacement of those which are old, decrepit, worn out. If a share certificate is lost or destroyed, a new certificate in lieu thereof shall be issued only with the prior consent of the Board and on payment of such fee, not exceeding Rupees two as the Board may from time to time fix, and on such terms. If any, as to evidence and indemnity as to payment of such out-of-pocket expenses incurred by the Company in investigating evidence, as the Board thinks fit. When a new share certificate has been issued in pursuance of Clause (c) of this Article, it shall state on the face of it and against the stub or counterfoil to the effect that it is “a duplicate issued in lieu of share certificate No_________.” The word “duplicate” shall be stamped or punched in bold letters across the face of the share certificate.

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

Notice of calls:



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

Terms of notice:  The notice shall name a day (not being earlier than the expiry of fourteen days from the date of service of notice) and a place or places on and at which such call or installment and such interest thereon at such rate.  As the Directors shall determine from the day on which such call or installment ought to have been paid and expenses as aforesaid are to be paid.  The notice shall also state that, in the event of the nonpayment at or before the time and the place appointed, the share in respect of which the call was made or installment is payable will be liable to be forfeited:

RETIREMENT OF MEMBERS:  Membership shall be transferable only under the conditions in Article 7, and shall cease in the case of any member:  if by notice given to the Secretary a member resigns his membership;  If any subscription or membership fee due from such member to the.  Any Core Member shall be entitled to transfer its membership rights and privileges to its successor body by giving notice to the Secretary identifying the transfer.

GENERAL MEETINGS:  In each year the Company shall hold a general meeting as its Annual General Meeting in addition to any other meetings in that year, and shall specify the meeting as such in the notice calling it. Not more than fifteen months shall elapse between the date of one Annual General Meeting of the Company and that of the next. The Annual General Meeting shall be held at such time and place as the Board shall appoint.

 All general meetings other than Annual General Meetings shall be called Extraordinary General Meetings. The Board may convene an Extraordinary General Meeting whenever it thinks fit. If at any time there are not within the United Kingdom sufficient members of the Board to form a quorum at a Board meeting, any director or any two Core Members may convene an Extraordinary General Meeting in the same manner as nearly as possible as that in which meetings may be convened by the Board.

 An Extraordinary General Meeting may also be convened by the Board if it is requisitioned by members as provided by the Act. For the purpose of determining the necessary number of requisitionists, the Institutional Members shall be treated as if they had the right to vote at general meetings of the Company PROVIDED THAT the object of the meeting as stated in the requisition may only extend to matters on which Institutional Members shall be entitled to vote in accordance with Article 25. Any requisition made by members shall state the object of the meeting proposed to be called, and shall be left at the registered office of the Company.  Upon receipt of such requisition the Board shall proceed immediately to convene a general meeting; if it does not proceed to convene the meeting within twenty-one days from the date of the requisition, the requisitionists may convene a meeting themselves.

 An Annual General Meeting and a meeting called for the passing of a special resolution shall be called by at least twenty-one days’ notice in writing, and a meeting of the Company other than an Annual General Meeting or a meeting for the passing of a special resolution shall be called by at least fourteen days’ notice in writing. The notice shall be exclusive of the day on which it is served or deemed to be served and of the day for which it is given, and shall specify the place, the day and the hour of the meeting, the general nature of the business to be transacted, and the text of any special or extraordinary resolutions. A general meeting may be called by shorter notice than that specified in this Article if it is so agreed: (a) in the case of a meeting called as the Annual General Meeting, by all the members entitled to attend and vote at the meeting; and (b) in the case of any other meeting, by a majority in number of the members having a right to attend and vote at the meeting, being a majority together representing not less than ninety-five per cent of the total voting rights that may be cast on a poll at that meeting.

 A notice calling any general meeting of the Company shall be given in the manner described in Articles 66 to 69 or in such other manner, if any, as may be prescribed by the Company in general meeting, to all the members of the Company having the right to vote in respect of any of the business to be transacted at the meeting, to all the directors, and to the Auditors. All members of the Company shall be entitled to receive notice of, and attend at, any Extraordinary General Meeting called pursuant to Articles 9, 10 and 11.  The accidental omission to give notice of a meeting to, or the non-receipt of notice of a meeting by, any person entitled to receive it shall not invalidate the proceedings at that meeting.

PROCEEDINGS AT GENERAL MEETINGS:  No business shall be transacted at any general meeting or any meeting of a class meeting of members unless a quorum of members is present at the time when the meeting proceeds to business; except as provided below, two Core Members present in person or by proxy shall be a quorum except that if a meeting shall be requisitioned by Institutional Members pursuant to Article 10.  If within half-an-hour from the time appointed for the meeting a quorum is not present, the meeting, if convened upon the requisition of members, shall be dissolved; in any other case it shall stand adjourned to the same day in the next week, at the same time and place, or to such other day and at such other time and place as the Board may determine. If at the adjourned meeting a quorum is not present within half-an-hour from the time appointed for the meeting, the members present shall be a quorum.



As vote pursuant to Article 22) they shall not be entitled to vote at such meetings. The Chairman of the Board or failing him the Core Member Director shall preside as chairman at every general meeting of the Company and at class meetings of members, or if there is no such chairman, or if neither of them is present within fifteen minutes after the time appointed for the holding of the meeting or both are unwilling to act, the members of the Board present shall elect one of their number to be chairman of the meeting.

 With the consent of any meeting at which a quorum is present, the chairman may adjourn the meeting from time to time and from place to place, and the chairman shall do so if so directed by the meeting. However, no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. 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. Otherwise it shall not be necessary to give any notice of an adjournment or of the business to be transacted at an adjourned meeting.

 At any general meeting or class meeting of members, a resolution put to the vote of the meeting shall be decided on a show of hands unless (before or on the declaration of the result of the show of hands) a poll is demanded: (a)

By the chairman; or

(b) By at least two members of the Company having the right to vote at that meeting and present in person or by proxy; or (c) by any member or members of the Company present in person or by proxy and representing not less than one-tenth of the total voting rights of all the members of the Company having the right to vote at the meeting. Unless a poll is so demanded, a declaration by the chairman that a resolution has been carried or lost, whether unanimously or by a particular majority, on a show of hands, and an entry to that effect in the book containing the minutes of proceedings of the Company, shall be conclusive evidence of the fact, without proof of the number or proportion of the votes recorded in favor of or against such resolution. The demand for a poll may be withdrawn.

VOTES OF MEMBERS:  Except as otherwise provided in these Articles, every Core Member shall have one vote at general meetings and at class meetings of Core Members. Every Institutional Member shall have one vote at class meetings of Institutional Members but shall not have a vote at general meetings except on a resolution concerning the appointment/re-election or removal of any Institutional Member Directors and the Core Members shall have no right to vote on such a resolution.  Present in person or by proxy. The appointment of a proxy shall be executed by or on behalf of the appointor. A proxy need not be a member of the Company.

 The appointment of a proxy and any authority under which it is executed or a copy of that authority, certified by a solicitor or authenticated in such other way as the Board may require, must be received: (a) at the registered office of the Company or at such other place within the PUNJAB or address for electronic communication as is specified for that purpose in the notice convening the meeting, or in any form of appointment of proxy sent out by the Company in relation to the meeting, or in any invitation contained in an electronic communication to appoint a proxy issued by the Company in relation to the meeting; And

(b) not less than forty-eight hours before the time for holding the meeting or adjourned meeting at which the person named in the appointment proposes to vote or, in the case of a poll, not less than twenty-four hours before the time appointed for the taking of the poll; and if the appointment does not comply with this Article the appointment of the proxy shall not be treated as value.  The appointment of a proxy shall be in the following form or as near a form as circumstances admit or in any other form which the Board may approve:

“LAXLY CONTENT PROCUREMENT COMPANY” I, [on behalf of [name of organizatio] of, being a person entitled to vote at general meetings of the above Company, appoint the Chairman of the meeting or ** of as my proxy to vote for me on my behalf at the Annual (Extraordinary) General Meeting of the Company meeting of the [name of class] Members to be held on 20 and at any adjournment of that meeting. Date: ............................... 20... Signature: .............................. ** If you do not insert a name, the Chairman will act as your proxy." Where the intention is to give the member an opportunity of voting for or against a resolution, the appointment of a proxy shall be in the following form or as near a form as circumstances admit or in any other form which the Board may approve:

"THE LAXLY CONTENT PROCUREMENT COMPANY LIMITED I, [on behalf of [name of organization] of being a person entitled to vote at general meetings of the above Company, appoint the Chairman of the meeting, or** of as my proxy to vote for me on my behalf at the Annual (Extraordinary) General Meeting of the Company meeting of the [name of class] Members to be held on 20 and at any adjournment of that meeting. Date: ............................... 20... Signature: .............................. My vote is to be used * in favor of / against the resolution. * Strike out whichever you do not want. Unless otherwise instructed, the proxy will vote as he thinks fit. ** If you do not insert a name the Chairman will act as your proxy. A Core Member must and an Institutional Member may nominate an individual as its representative for the receipt of notices and attendance at meetings of the Company and at class meetings and particulars of the name and address of such person (and any changes to those

ACCOUNTS:

 The board shall cause accountancy records to be kept in accordance with the Act.  The accountancy records shall be kept at the registered office of the Company or (subject to the provisions of the Act) at such other place as the Board shall direct, and shall always be open to inspection by directors.  The Board may from time to time impose reasonable restrictions as to the times and

manner at or in which the accountancy records and books of the Company or any of them shall be open to inspection by members of the Company not being directors. Subject to such restrictions, the accounts and books shall be open to inspection by such member’s at all reasonable times during business hours.  . The Board shall from time to time cause to be prepared and to be laid before the Company in general meeting such income and expenditure accounts, balance sheets and reports as are required by statute.  At the Annual General Meeting in every year the Board shall lay before the Company a proper income and expenditure account for the period since the last preceding account (or in the case of the first account, since the incorporation of the Company) made up to date not more than six months before such meeting, together with a proper balancesheet made up as at the same date. Every such balance-sheet shall be accompanied by proper reports of the Board and the Auditors, and copies of such account, balance-sheet and reports (all of which shall be framed in accordance with any statutory requirements for the time being in force) and of any other documents required by law to be annexed or attached to them or to accompany them shall be sent not less than twenty-one clear days before the date of the meeting (subject to the provisions of the Act) to the Auditors and to all other persons entitled to receive notices of general meetings, in the manner in which Articles 67-69 directs notices to be served. The Auditors’ report shall be open to inspection, and will be read before the

meeting as required by the provisions of the Act.

AUDIT:  Auditors shall be appointed and their duties regulated in the manner provided in the Act.

REGISTRATION WITH THE REGISTRAR OF COMPANIES We have to select, in order of preference, at least one suitable name up to a maximum of six names, indicative of the main objects of the company. The following are the names which we want to name our bank:

1. Electronic goods company 2. Rohit kumar Limited. 3. Guru Gayan Limited. 4. Punit Goods Company Limited. 5. Visy goods Limited. 6. Electronic goods Limited. 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.

 APPLICATION OF THE NAME: We have to apply to the concerned RoC to ascertain the availability of name in eForm1 A [Pursuant to sections 20 and 21 of the Companies Act, 1956] by logging in to the portal. A fee of Rs. 500/- has to be paid alongside and the digital signature of the applicant proposing the company has to be attached in the form. If proposed name is not available, the user has applied for a fresh name on the same application. Form 1A is attached and filled.

GRANTING OF THE NAME BY THE R.O.C.: The first name, i.e. Indian Urban Bank Limited is assumed to have been selected and the letter of incorporation has been received.4

FILLING OF THE FORM TO GET THE COMPANY REGISTERED: The form is filled giving the following information: A.

The application is for incorporating of a new electronic goods company, the laxly electronic goods company Limited.

B. C. D. E. F. G. H.

The proposed company is a Public company. The Category of the Proposed Company is a company limited by shares. The company is having Share Capital. The state will be registered in the state of Jhalandher The number of promoters is 14. The main object of the company is electronic goods. Proposed authorized capital is Rs 1000,000,000 (One Hundred Crores Only)

Along with the form we have to arrange for the drafting of the memorandum and articles of association by the solicitors, vetting of the same by RoC and printing of the same. The memorandum and article must be arranged for stamping of the memorandum and articles with the appropriate stamp duty. We have to get the Memorandum and the Articles signed by at least two subscribers in own hand, father's name, occupation, address and the number of shares subscribed for and witnessed by at least one person. We have to ensure that the Memorandum and Article is dated on a date after the date of stamping. Login to the portal and fill the following forms and attach the mandatory documents listed in the form Declaration of compliance - Form-1 Notice of situation of registered office of the company Form-18. Particulars of the Director's, Manager or Secretary - Form-32. We have to submit the following forms after attaching the digital signature pay the requisite filing and registration fees

and send the physical copy of Memorandum and Article of Association to the RoC After processing of the Form is complete and Corporate Identity is generated obtain Certificate of Incorporation from RoC.

ADDITIONAL STEPS TO BE TAKEN FOR FORMATION OF A PUBLIC LIMITED COMPANY: To obtain Commencement of Business Certificate after incorporation of the company the public company has to make following compliance File a declaration in form 20 and attach the statement in lieu of the prospectus (schedule III) OR File a declaration in form 19 and attach the prospectus (Schedule II) to it. Obtain the Certificate of Commencement of Business.

RERGISTRAR OF COMPANY This is to certify that The “ ELECTRONIC GOODS COMPANY LIMITED “filed for incorporation was granted on the 28th November 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.

AGREEMENT: 1 This is to certify that The “ELECTRONICE GOODS COMPANY “Limited has given electronic goods (TV, lcd. Display or ac) “G.P.V.LIMITED” a sum of Rs 350,0000at a 7% discount on the 25th November, 2009.

Rohit Kumar

Guru Gayan

Managing Director Managing Director Electronic goods companyltd.

G.p.v. ltd

AGREEMENT: 2 GENERAL USE: The Agreement of Purchase and Sale is the document that is used to state the Buyer’s desire to purchase the property, and to Negotiate the terms of the sale. It is commonly referred to as an “Offer”. This document also allows the Buyer a chance to outline in detail all Of the conditions they wish to be placed in their Offer to buy the Seller’s property. Some common examples of a Buyer’s conditions include Arranging financing (a mortgage) for the property to be purchased, completing a home inspection, or ensuring that the sale of their current Home is completed before purchasing a new one. After the Offer is prepared and signed by the Buyer, it is presented to the Seller for Acceptance. The Seller, in turn, may want to make changes to the Offer for the Buyer to consider. This process can continue back and forth Several times in an effort to reach an agreement. This Agreement of Purchase and Sale dated this....26................................ Day of ........................12........................ 2009..... BUYER, ABC.LIMITED................................................................................ .................................., agrees to purchase from (Full legal names of all Buyers) SELLER, ELECTRONIC GOODS COMPANY LIMITED............................................................................................ ................................., the following (Full legal names of all Sellers REAL GOODS: Address....................PUNJAB............................................................ ...................... fronting on the................................ Side

Of............... .................................in the.................................................................................................... ............... And having a frontage of......................................... More or less by a depth of......................................... More or less And legally described as..................................................................................................... ..................................... ......................................................................................................... ............................................. (GOODS). (Legal description of GOODS OF ELECTRONIC including easements not described elsewhere) PURCHASE PRICE: .............35000000/RS................................ ......................................................................................................... .......................................................... DEPOSIT: The Buyer includes a deposit in the Offer to give it authenticity and to show their sincerity to the Seller. The deposit is considered Part of the purchase price and is ultimately adjusted as a credit to the Buyer on closing. DEPOSIT: Buyer submits............................................................................................ ............................................. (Herewith/Upon Acceptance/as otherwise described in this Agreement) ......................................................................................................... ....... Dollars (CDN$)....................................... By negotiable cheque payable to...................................................................................................... .. “Deposit Holder” To be held in trust pending completion or other termination of this Agreement and to be credited toward the Purchase Price on completion. For the purposes of this Agreement, “Upon Acceptance” shall mean that the Buyer is required to deliver the deposit to the Deposit Holder within 24 hours of the acceptance of this Agreement. The parties to this Agreement hereby acknowledge that,

Unless otherwise provided for in this Agreement, the Deposit Holder shall place the deposit in trust in the Deposit Holder’s Non-interest bearing Real Estate Trust Account and no interest shall be earned, received or paid on the deposit. Buyer agrees to pay the balance as more particularly set out in Schedule attached. SCHEDULE(S) A.................................................... ..................attached hereto form(s) part of this Agreement. 1. IRREVOCABILITY: The following section states the deadline that a person making an Offer gives the other party to accept their Offer. If the Offer is not accepted by the stated time, and then the Offer is over and no longer binding on any of the parties in the transaction. 1. IRREVOCABILITY: This Offer shall be irrevocable by .......................................... until....................... a.m. /p.m. on (Seller/Buyer) The ......... ......................... day of ................................................ 20........., after which time, if not accepted, this Offer shall be null and void and the deposit shall be returned to the Buyer in full wit

FORM NO. 1

Registration No. Of Company.......... Rs. ................

THE COMPANIES ACT, 1956

Nominal Capital:

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

ELECTRONIC GOODS COMPANY LIMITED Limited/Private Limited

Presented by...Rohit Kumar

I, of Declare that I am [1] company, or a person

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

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 there under in respect of matters precedent to the registration of the said company and incidental thereto have been complied with. And make this solemn declaration conscientiously believing the same to be true.

Date 2/12/2009

Rohit Kumar

Place PUNJAB Signature Witness Punit DIRECTOR Designation

1.

An advocate of the Supreme Court of the...................... High Court, an attorney or a pleader entitled to appear before the........................... High Court or a chartered accountant practicing in India.

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

FORM NO. 18

Registration No. of the Company Capital: Rs

Nominal

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 ---- ELECTRONIC GOODS COMPANY LIMITED.

1.

(a) the registered office of the company is situated JALANDHAR (PUNJAB) .with effect from

[date]2/12/2009 (b) The situation of the registered office of the company of was changed from to with effect from . [Date] 2.

Situation of registered office falls under the jurisdiction of HIGH COURT JALANDHAR (name of the police station).* Dated this Day of 19 Rohit Kumar Signature

ROHIT KUMAR Name (In Block Capitals) DIRECTOR Designation *State address of nearest police station with district and tehsil. JALANDHAR (PUNJAB)

FORM NO 29

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

Nominal

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 ... ELECTRONIC GOODS COMPANY LIMITED............................................ Limited.......................................... Presented by ........ ROHIT KUMAR............................................................................................. ............ To the Registrar of Companies .............................................JALANDHAR (PUNJAB).......................... I, the undersigned, hereby testify my consent to act as director of the ELECTRONIC GOODS COMPANY LIMITED.......................... 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..... ELECTRONIC GOODS COMPANY LIMITED......................... Limited, also hereby undertake to take from the said company and pay for...100000000................. Shares of Rs.10............. 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 surname in full and father’s names 1

2

Occupa tion

Date of birth

3

4

National Signatur ity e

5

6

AAMIR KHAN

GHAZIAB AD

GOVT.J OB IN RAILW AY

21/07/1 988

INDIAN

AAMIR

Signature.....Rohit kumar...................... Designation .......DIRECTOR.................... Dated the.....2/12/2009...................... Day of.................... 19 Notes: (1) Delete the portion not applicable. (2) If a director signs through his agent authorized in writing, the authority must be produced before the Registrar. (3) In case of undertaking to take and pay for qualification shares, the from should be accompanied by the necessary stamp duty.

FORM NO. 32

Registration No. of Company.......................... Capital Rs.................................... THE COMPANIES ACT, 1956

Nominal

Particulars of appointment of directors and manager and changes among them [Pursuant to section 303(2)] Name of Company......................................... by...............................................

Presented

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 names husband residenti ty appoint and ’s name al ment or surname address change in full 1

2

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4

5

Brief particula rs of changes 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 manager ship and secretary ship. Name or Father’s/ Usual Nationali Date of names husband residenti ty appoint and ’s name al ment or surname address change in full 1

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4

Brief particula rs of changes

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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 by death, resignation, removal, disqualification, etc. should be stated in column 6.

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