Suggested Form
Company Limited by Shares
Memorandum and Articles of Association
Industrial Company Pvt. Ltd.
Memorandum of association made this 15th day of September 2000 between S. Tanton residing at ………………………………… by occupation business of the first part, T. Tanton residing at …………………………… by occupation business of the second part, U. Tanton, residing at ………………………… by profession business of the third part, V. Tanton residing at …………… …………………… by occupation business of the fourth part, W. Tanton, residing at …………………………… by occupation business of the fifth part, X. Tanton residing at ………………………………… by occupation business of the sixth part and Y. Tanton residing at ……………………………… by occupation business of the seventh part.
Whereas the parties on the first part to seventh part are carrying on business in partnership under the name and style of Industrial Company in Delhi having several branches in South, East and West of India under a Registered Deed of Partnership dated ………………….
And whereas the firm has been carrying on business as manufacturer of and dealer in all kinds of Computer Hardware and Softwares and import and export of all sorts of goods in connection therewith.
And whereas the said Partners have adjusted their rights and accounts with the intention to register a Joint Stock Company under the name and style of Industrial Company Pvt. Ltd. for the purpose of carrying on the said business of Partnership with a nominal Share Capital of Rs. 7,00,000 divided into 70,000 Equity Shares of Rs. 10 each.
And whereas the said parties have agreed that the share-holding of each of them in the said Joint Stock Company would be 10,000 shares each fully paid-up.
And whereas for the better and efficient management of and expansion of the said business the said parties have agreed that the said Joint Stock Company be governed by the Articles of Association containing the regulations for the day-to-day management of the company particulars whereof is mentioned in Schedule ‘A’ hereto.
And whereas the assets and properties of the said partnership firm would be the assets and properties of the Joint Stock Company, the particulars whereof are given in Schedule ‘B’ hereto.
And whereas the parties have agreed that the said partnership firm and the Joint Stock Company would be and continue to be bound by the regulations and the parties among themselves will be governed by these presents and the said Articles of Association.
Now these presents witnesseth that the said parties in relation to all acts and deeds hereby agree and undertake as follows:
1. The name of the company is Industrial Company Pvt. Ltd.
2. The Registered Office of the company will be situated in Delhi.
3. (a) The main objects to be pursued by the company on its incorporation are the manufacturing and dealing in all sorts of Computer, Hardware and Software and exporting thereof;
(b) The objects incidental or ancillary to the attainment of the above main objects are the acquisition, construction, building, setting-up and provisions of establishment for the tool shops, assembly lines, packaging units and workshops for training the personnel and establishing infrastructure for the Computer industry as are conducive to the attainment of foregoing objects;
(c) The other objects for which the company is established are carrying on the business of, dealing in as exporter and importer of computer goods and in connection with the business to borrow moneys give Guarantees, make inter-corporate deposits, accept deposits, borrow money from banks and financial institutions and to do all other acts which are necessary for carrying on the business of company.
4. The liability of members is limited.
5. The share capital of the company is Rs. 7,00,000 divided into 70,000 Equity Shares of Rs. 10 each.
Schedule A
The Articles of Association of Industrial Company Pvt. Ltd. being the regulations for the management of the company as contained in Table ‘A’ of First Schedule of the Companies Act 1956 with necessary modifications to suit the members.
Schedule B
(Particulars of assets and properties taken over from the partnership firm after accounts being adjusted.)
We, several persons whose names and addresses are subscribed are desirous of being formed into a company in pursuance of this Memorandum of Association and we respectively agree to take the number of shares in the capital of the company set opposite our respective names.
| Name, address and descriptionof Subscribers | No. of shares subscribedby each Subscriber |
| 1. S. Tanton, Businessman3 White Street
New Delhi 110 002 2. T. Tanton do 3 White Street New Delhi 110 002 3. U. Tanton do 4 White Street New Delhi 110 002 4. V. Tanton do 4 White Street New Delhi 110 002 5. W. Tanton Businessman 5 White Street New Delhi 110 002 6. X. Tanton do 5 White Street New Delhi 110 002 7. Y. Tanton do 6 White Street New Delhi 110 002 |
10,00010,000
10,000 10,000 10,000 10,000 10,000 |
Dated the ……………
day of ………… 2000 K.P. Joshi, Auditor
……………………………
Witness to the above signatures