Course Instructor: Dr.

Razia Sehdev Course Code: BSL605

Academic Task No.: CA-3 Academic Task Title: LEGAL ASPECTS OF BUSINESS
Date of Allotment: September14, 2020 Date of submission: October 5, 2020
Student’s Roll no: A16 Student’s Reg. No: 11906130

Evaluation Parameters: (Parameters on which student is to be evaluated- To be mentioned by students as

specified at the time of assigning the task by the instructor)

Learning Outcomes: To enhance the conceptual clarity and application of legal provisions related to
incorporation of company.

Declaration:
I declare that this Assignment is my individual work. I have not copied it from any other student’s work or
from any other source except where due acknowledgement is made explicitly in the text, nor has any part been
written for me by any other person.

Student’s Sign/Name: PRATEEK SEHGAL

Evaluator’s comments (For Instructor’s use only)

General Observations Suggestions for Improvement Best part of assignment

Evaluator’s Signature and Date:

Marks Obtained: _______________ Max. Marks: ______________

 ENOLA TEXTILES LIMITED
COMPANY ACT,2013

INTRODUCTION OF COMPANY

Enola Textile Limited is a Public Company incorporated on September 20, 2020. it's classified as a Non-govt
company and is registered at Registrar of Companies, Haryana.

Headquartered in Gurgaon, Enola Textiles Ltd. was founded in 2020 by a group of managing partners with a
desire to make high-quality yarns manufacturing company, the management team of Enola Spinning has prior
years of experience within the yarn manufacturing field. Starting with one open-end spinning facility in
Gurgaon.

The Enola company commenced operations with the manufacture of grey, gassed, mercerized, and dyed cotton
yarn. company has carved a distinct segment for itself on the textile map of the country. Our company is
concentrated on meeting our customer’s individual needs. We exist to provide Superior customer satisfaction
– developing solid, long-term relationships with our customers. Enola Textiles Limited takes immense pride
in perceiving its role as the comprehensive architect of every single yarn and garment that it produces.

Enola Textiles is that the producer of spun yarn for the knitting and weaving industries in Haryana. Offering
a diverse product line to meet the demands of consumers worldwide, Enola Textiles having perfect spinning
processes by applying state-of-the-art automated technology and innovation to every phase of our yarn
manufacturing process.

Enola Textiles is committed to continuously improving the quality of products and services so that we meet
and exceed our customers’ expectations. Our sales, marketing, financial, customer service, technical, and
manufacturing personnel combine expertise with experience into a service group that we believe is unmatched
and uniquely qualified to help our customers achieve their goals.

The Enola company is committed to providing the quality products that our customers demand long-term.
Capital investment and re-equipping with state-of-the-art processing equipment are central to our strategy to
supply yarn products that consistently meet our customers’ quality and value expectations.
PROCEDURE OF COMPANY FORMATION
The Procedure for the incorporation of a New Company post the launch of SPICE+ and AGILE-PRO i.e.,
w.e.f 23rd February 2020 is as follows:

1) Login to MCA Portal, click on MCA Services, under Company Services click on SPICE+(INC-32)
2) Login to MCA Portal, click on MCA Services, under Company Services click on SPICE+ (INC-32)
3) Click on New application in case of fresh application.
4) On Clicking New Application, SPICE+ Part A gets enabled which contains fields relating to Name
Reservation such as Type, Class, Category, Sub-Category, Main division of industrial activity of the
Company along with a description of main division and Particulars of the proposed or approved name.
5) Click on the Auto-check button to enable the first level automatic scrutiny of the proposed Name as per
name rules.
6) On Successful Completion of Part, A, User can click on submit for Name Reservation or Proceed for
Incorporation or Cancel option.
7) If opted for proceeding for Incorporation, Part B gets enabled containing various sections with the 'Save
and Continue' button. Each Section contains separate check form validation.
8) Enter the basic details related to the Proposed Company Incorporation such as:

 Capital Structure of the Company

 Company’s Registered or Correspondence Address
 Information for application of PAN and TAN

9) Upload all the mandatory and optional attachments in the web form-e MOA (E-form INC-33) & e AOA
(E-form INC-34) etc.
10) Click on check boxes to confirm all the declarations and click on the pre-scrutiny button.
11) Once pre-scrutiny gets successful, click on the submit button.
12) On Successful submission, the user will get the confirmation message.
13) User can now download the pdf of SPICE+ Part B for affixing the DSC, also all the linked form as per the
information filled in SPICE+, Part B gets enabled and available for the user to fill and submit.
14) After affixing DSC in SPICE+ Part B and all the linked forms as applicable, the user can click on upload
e-form option and upload SPICE+ Part B along with all the linked forms.
15) DSC validation and other validations will be done at the time of uploading the form with all other linked
forms.
16) On Successful uploading, SRN (Service Request Number) is generated for the user to make payment.
17) Fee payment if company having share capital up to 15 lakhs no charges otherwise Rs 500 and if company
not having share capital up to 20 member no charges otherwise Rs 500.
18) On Successful Payment, SRN status will be displayed as Processing.
19) The Certificate of Incorporation of company shall be issued by the Registrar in Form No. INC-11 after
process of registration is completed
Attachments Required

I. For SPICE+, the below-mentioned documents are required as an attachment to the form.

i) Memorandum of Association

ii) Articles of Association

iii) Declaration by the first director(s) and subscriber(s)

iv) Proof of office address

v) Consent of Nominee (INC–3)

vi) Proof of identity as well as the residential address of subscribers and nominee

vii)Declaration in Form No. INC – 14

viii)Declaration in Form No. INC – 15

II. For AGILE-PRO the below-mentioned documents are required as an attachment to the form.

i) Proof of principal place of business

ii) Proof of appointment of Authorised Signatory for GSTIN

iii) Proof of identity & address of Authorised Signatory for the opening of a bank account

iv)Specimen Signature of Authorised Signatory for EPFO

 COMPANIES ACT, 2013
Company Limited by Shares
MEMORANDUM OF ASSOCIATION
OF
ENOLA TEXTILES LIMITED

I. The name of the Company is ENOLA TEXTILES LIMITED.

II. The Registered Office of the company will be situated in the State of Haryana.
III. The objects for which the Company is established are:
A. Main objects to be pursued by the Company on its Incorporation are:

 To carry on the business of Ginning, Spinning, Doubling, Knitting, Weaving or Manufacturing or Dealing
in Cotton or Other Fibrous substances and the preparation, Dyeing or Colouring of any of the said
substances and the Sale of Cotton Yarn, Cloth or other Manufactured Fibrous Products.

 To extract Manufacture, Refine, Prepare, Treat, Purchase, Sell, Import, Export, Store Distribute or other-
wise deal in either as principals or as Agents or in collaboration with others all or any of the following viz,
Cotton Seed, Rice Bran, Oil Cakes and Seeds, Nuts, soaps, De-oiled Brans and Cakes and all other types .

 To carry on all or any of the businesses as Timber Merchants, Saw Mill proprietors and Timber Growers
and to Buy, Sell, Grow, prepare for market, manipulate import, Export and Deal in Timber and Wood of
all kinds and any Goods or Articles in the Manufacture of which Timber or Wood is either wholly or partly
used.

 To Produce and Supply power by conventional and non-conventional sources of energy.

B. The objects incidental or ancillary to the attainment of the main objects are:

 To process, purchase, buy, sell, import, or export or otherwise deal with the goods or materials either as
raw materials or finished goods in connection with the attainment of main objects of the company.

 To manufacturers buy, sell, exchange, import, alter improve manipulate, prepare and otherwise deal in all
or any kind of plant and machinery, tools instruments, materials and things necessary or convenient for
carrying on all or any of the aforesaid business.

 To carry on import and export business in any or all types of goods, stuffs and things, plants and machinery,
equipment tools, apparatus, raw materials and components, which this company is authorised to
manufacture or deal in.

 To draw, accept, make endorse discount and negotiate promissory notes, hundis, bills of lading, bills of
exchange and other negotiable instruments connected with the business of the Company.
 To create any reserve fund, sinking fund, insurance fund or any other special funds whether for
depreciation or for repairing, improving, extending or maintaining any other purpose conducive to the
interests of the Company.

 To distribute all or any of the Properties of the Company amongst the members in special kind upon
winding up.

 To insure the whole or any part of the property of the company either fully or partially to protect and
indemnify the company from liability or loss in any support either fully or partially and also to insure and
to protect and indemnify and part of portion.

C. The other objects of the Company are:

1. To carry on the business as Hotel Managers and Operators, Refreshment Contractors and Caterers,
Restaurant Keepers etc.,

2. To carry on the business of transport contractors by owing a fleet of transport vehicles.

3. To carry on the business of Establishing or Leasing Rice Mills, Dall Mills etc.

4. To carry on the business with Manufacturers and Dealers in all kinds of Plastic Materials.

5. To carry on the business of Manufacturing and compressing of Oxygen, Hydrogen, Nitrogen, Carbonic
acid acetylene and any other gases.

IV. The liability of the Members of the Company is Limited. (Company Limited by Shares)

V. The Authorised Share Capital of the company is Rs. 10,00,00,000 (Rupees Ten Crores Only) divided into
5,00,00,000 (Five Crores) Equality Shares of Rs. 2 (Two) each with the rights, privileges and conditions
attached thereto as are provided by the regulation of the company, with power to increase and reduce the
capital of the company and to divide the shares in the capital and to attach thereto respectively with preferential
or special rights, privileges or conditions and to vary, modify or amalgamate or abrogate any such rights,
privileges or conditions in such manner as may be provided by regulations of the Company.
 COMPANIES ACT, 2013
Company Limited by Shares
ARTICLES OF ASSOCIATION
OF
ENOLA TEXTILES LIMITED

The following regulations comprised in these Articles of Association were adopted pursuant to the special
resolution passed by the members of the Company at the Extra Ordinary General Meeting in substitution of,
and to the entire exclusion of the regulations comprised in the extant Articles of Association of the Company.

The regulations contained in Table ‘F’ in Schedule I to the Companies Act, 2013 (Table ‘F”) as are applicable
to a public company limited by shares, shall apply to the Company so far as they are not inconsistent with any
of the provisions contained in these regulations or modifications thereof.

SHARE CAPITAL

1. The Authorized Share Capital of the Company shall be as stated in clause V of the Memorandum of
Association of the Company.
2. Any capital raised by the creation of new shares, shall be considered as part of the existing capital and
shall be subject to the provisions herein contained with reference to the payment of calls and instalments,
forfeiture, lien, surrender, transfer and transmission, voting and otherwise.

TRANSFER AND TRANSMISSION OF SHARES

3. The Company shall keep a “Register of Transfers” and therein shall be fairly and distinctly entered
particulars of every transfer or transmission of any Share, held in material form.
4. Every instrument of transfer of shares shall be in writing in such form as may be prescribed in rules made
under sub-section (1) of section 56 of the Act and shall be delivered to the Company within such time as
may be prescribed under the Act or Rules made thereunder.
5. (1) An application for the registration of a transfer of the shares in the Company may be made either by
the transferor or the transferee.
(2) Where the application is made by the transferor and relates to partly paid shares, the transfer shall not
be registered unless the Company gives notice of the application to the transferee and the transferee makes
no objection to the transfer within two weeks from the receipt of the notice.

FORFEITURE OF SHARES

6. If any member fails to pay any call or instalment or any part thereof or any money due in respect of any
shares either by way of principal or interest on or before the day appointed for the payment of the same
the Board may, at any time thereafter, during such time as the call or instalment or any part thereof of
other moneys remain unpaid, give notice to him or his legal representatives requiring him to pay the same
together with any interest and all expenses that may have been incurred by the Company by reason of such
non-payment.
7. Any share so forfeited shall be deemed to be the property of the Company and company can sell, re-
allotted, or otherwise disposed of either to the original holder thereof or to any other person upon such
terms and in such manner as the Board shall think fit.
ALTERATION OF CAPITAL

8. The Company in general meeting by an ordinary resolution, increase the capital by the creation of new
shares. The new shares shall be issued upon such terms and conditions by the general meeting Whenever
the capital of the Company has been increased under the provisions of this Article, the directors shall
comply with the provisions of Section 64 of the Act.
9. Subject to the provisions of Section 61 of the Act, the Company may in general meeting alter the
conditions of its Memorandum as follows:
(a) Increase its authorized share capital by such amount as it thinks fit.
(b) Consolidate and divide all or any of its share capital into shares of larger amounts than its existing shares.
(c) Convert all or any of its fully paid up shares into stock, and reconvert that stock into fully paid up shares.
(d) Sub-divide its shares or any of them into shares of smaller amount than originally fixed by Memorandum.
(e) Cancel shares which at the date of such general meeting have not been taken or agreed to be taken by any
person and diminish the amount of its share capital by the amount of the shares so cancelled .

CONVERSION OF SHARES INTO STOCK

10. Subject to the provisions contained in Section 61 of the Act and rules framed there under, the Company
in general meeting may convert any paid-up shares into stock and when any shares shall have been
converted into stock, the several holders of such stock may accordingly transfer their respective interest
therein, or any part of such interests, in the same manner. The Company may at any time reconvert any
stock into paid-up shares of any denomination.

CAPITALISATION OF PROFITS

11. Subject to the provisions of Section 63 of the Act the Company in General Meeting, upon the
recommendation of the Board, resolve:

(a) To capitalize any part of the amount standing to the credit of the Company’s reserve accounts or profit and
loss account or as available for distribution

(b) That such sum be accordingly set free from distribution in the manner specified below in sub-article C as
amongst the Shareholders, if distributed by way of Dividends.

(c) The sum shall not be paid in cash but shall be applied either in or towards:

(I) paying up any amounts for the time being unpaid on any shares held by such Shareholders respectively
(II) paying up in full, un-issued shares of the Company to be allotted, distributed and credited as fully Paid
up, to and amongst such Shareholders
(III) partly in the way specified in sub-article (i) and partly in the way specified in sub-article (ii).

BUY-BACK OF SHARE

12. The Company shall be entitled to purchase or buy back the Shares and other Securities issued by the
Company from the holders from the open market or free reserves of the Company and proceeds of any
issue made by the Company specifically for the purpose or from such other sources permitted by law, on
 such terms, conditions and in such manner decided by the Board or Shareholders in accordance with
Sections 68,69 and 70 of the Act, Rules and Subject to compliance with the applicable Laws, from time
to time.
VOTING RIGHTS AND PROXY

13. Subject to the provisions of these Articles, votes may be given either personally or by proxy. A body
corporate being a member may vote either by a proxy or by a representative duly authorized in accordance
with Section 113 of the Act and such representative shall be entitled to exercise the same rights and
powers, on behalf of the body corporate which he represents as that body could exercise if it were an
individual member.

MEETING OF MEMBERS

14. The Company shall in each year hold a general meeting as its annual general meeting in addition to any
other meetings in that year. All general meetings other than annual general meetings shall be called
extraordinary general meetings. The Annual General Meeting shall be held within six months after the
closing of the financial year, provided that not more than fifteen months shall elapse between the date
of one annual general meeting and that of the next. Annual General Meeting shall be called during business
hours, that is between 9 a.m. and 6 p.m. on any day that is not a national holiday and shall be held at the
Registered Office of the Company or at some other place within the city, town or village in which the
Registered Office of the Company is situate.
15. The Board may, whenever it thinks fit, call an extraordinary general meeting and it shall do so upon a
requisition in writing by any member or members holding in the aggregate not less than the one-tenth of
such of the paid-up capital as at that date carries the right of voting in regard to the matter in respect of
which the requisition has been made.

DIVIDENDS

16. The Company in general meeting may declare dividends, to be paid to members according to their
respective rights but no dividend shall exceed the amount recommended by the Board, but the Company
in General Meeting may declare a lower dividend.
17. Subject to the provisions of section 123, the Board may from time to time, pay to the Members such
interim dividend as in their judgement the position of the Company justifies.