Professional Documents
Culture Documents
Formation of a Public
Limited Bank
Submitted by:
Sheikh Talha
RS1904 B25
10906035
Lovely Professional University
Submitted to:
Mr.Sumit Goyal
Acknowledgement
I take this opportunity to present my vote of thanks to all those guidepost who really
acted as lightening pillars to enlighten our way throughout this project that has led to
successful and satisfactory completion of this study.
We are really grateful to our COD Mr.Devdhar shetty for providing us with an
opportunity to undertake this project in this university and providing us with all the
facilities. We are highly thankful to Mr.Sumit Goyal for his active support, valuable
time and advice, whole-hearted guidance, sincere cooperation and pains-taking
involvement during the study and in completing the assignment of preparing the said
project within the time stipulated.
Lastly, We are thankful to all those, particularly the various friends , who have been
instrumental in creating proper, healthy and conductive environment and including
new and fresh innovative ideas for us during the project, their help, it would have
been extremely difficult for us to prepare the project in a time bound framework.
SHEIKH TALHA
BANKING IN INDIA:- Banking in India originated in the last decades of the 18th
century. The oldest bank in existence in India is the State Bank of India, a
government-owned bank that traces its origins back to June 1806 and that is the
largest commercial bank in the country. Central banking is the responsibility of the
Reserve Bank of India, which in 1935 formally took over these responsibilities from
the then Imperial Bank of India, relegating it to commercial banking functions. After
India's independence in 1947, the Reserve Bank was nationalized and given broader
powers. In 1969 the government nationalized the 14 largest commercial banks; the
government nationalized the six next largest in 1980.Currently, India has 88
scheduled commercial banks (SCBs) - 27 public sector banks (that is with the
Government of India holding a stake), 31 private banks (these do not have
government stake; they may be publicly listed and traded on stock exchanges) and
38 foreign banks. They have a combined network of over 53,000 branches and
17,000 ATMs Banking in India originated in the last decades of the 18th century.
The first banks were The General Bank of India which started in 1786, and the Bank
of Hindustan, both of which are now defunct. The oldest bank in existence in India is
the State Bank of India, which originated in the Bank of Calcutta in June 1806, which
almost immediately became the Bank of Bengal. This was one of the three
presidency banks, the other two being the Bank of Bombay and the Bank of Madras,
all three of which were established under charters from the British East India
Company. For many years the Presidency banks acted as quasi-central banks, as
did their successors. The three banks merged in 1921 to form the Imperial Bank of
India, which, upon India's independence, became the State Bank of India.
The Bank act 1959 sets down rules for the establishment of both public and private
bank. A company is formed by registering the Memorandum and Articles of
Association with the State Registrar of Companies of the state in which the main
office is to be located.
Foreign bank engaged in transaction and trading activities abroad are permitted by
the Reserve Bank of India to open branch offices in India for the purpose of carrying
on the following activities in India:
To represent the parent company in various matters in India, for example, acting as
buying/selling agents in India, etc.
To conduct research work in which the parent company is engaged provided the
results of the research work are made available to Indian companies
Application for permission to open a branch, a project office or liaison office is made
via the Reserve Bank of India by submitting form FNC-5 to the Controller, For
opening a project or site office, application may be made on Form FNC-10 to the
regional offices of the Reserve Bank of India. A foreign investor need not have a
local partner, whether or not the foreigner wants to hold full equity of the bank or any
company. The portion of the equity thus not held by the foreign investor can be
offered to the public.
The first step in the formation of a bank is the approval of the name by the Registrar
of Companies (ROC) in the State/Union Territory in which the bank will maintain its
Registered Office. This approval is provided subject to certain conditions: for
instance, there should not be an existing bank by the same name. Further, the last
words in the name are required to be "Private Ltd." in the case of a private bank and
"Limited" in the case of a Public bank. The application should mention at least four
suitable names of the proposed bank, in order of preference. In the case of a private
limited bank, the name of the bank should end with the words "Private Limited" as
the last words. In case of a public limited bank, the name of the bank should end
with the word "Limited" as the last word. The ROC generally informs the applicant
within seven days from the date of submission of the application, whether or not any
of the names applied for is available. Once a name is approved, it is valid for a
period of six months, within which time Memorandum of Association and Articles of
Association together with miscellaneous documents should be filed. If one is unable
to do so, an application may be made for renewal of name by paying additional fees.
After obtaining the name approval, it normally takes approximately two to three
weeks to incorporate a bank depending on where the bank is registered,
BANK OF HINDUSTAN BANK LTD
FORM FWP
(Free Writing Prospectus - Filing under Securities Act Rules 163/433)
Filed 07/18/09
Telephone 91224957676
CIK 0001144967
Symbol BOH
SIC Code 6029 - Commercial Banks, Not Elsewhere Classified
Industry Money Center Banks
Sector Financial
Fiscal Year 03/31
The name of the bank is The Bank of Hindustan Limited and the registered office of
the company is situated at Greater Noida in India
Main Objective: maintaining price stability and ensuring adequate flow of credit to
productive sectors
Issues and exchanges or destroys currency and coins not fit for circulation.
Objective: the main objective is to give the public adequate supply of currency of
good quality
Another objective of this bank is that provided loan facilities to villagers for cultivation
and production of crops etc.
Their main objective is that provided loan facilities to home, car and education also,
but on some securities.
The Bank Of Hindustan
As we know that the ministry of corporate affairs has launched a programme for
managing the work relating to filling of document etc. with roc ETC and will get
approvals from ministry of corporate affairs.
The following 9 matters I will cover under MCA-21 project since 15-9-2006.
Inspection of documents
But MCA-21 scheme does not cover matters relating to liquidation of the bank .
Share capital:
The share capital of the bank shall be not less than ten billion five hundred million
(10,500,000,000) and not more than forty-two billion ( 42,000,000,000). The
number of shares shall be not less than five hundred million (500,000,000) and not
more than two billion (2,000,000,000).
Before the bank formed I will have to take certain preliminary decisions e.g., whether
it should be a private bank , what will be the capital, and whether worthwhile
forming a new bank or taking over the business of an already established concern.
All these decisions I will have to take by me with my colleague promoters.
Articles of Association
The name of the Bank is The Bank of Hindustan. The company is a public company.
The object of the Bank of Hindustan, is to conduct banking business and financing
operations, and operations naturally connected therewith.
2 Operations
The Bank will conduct such banking operations as are intended in the Banking and
Financing Business Act (2004:297). This Act states that by banking operations is
meant operations including
1. Payment services via the general clearing systems, and
2. Receipt of funds which, following notice of termination, are available to the creditor
within not more than 30 days.
General clearing systems means systems for the forwarding of payments from a
large number of payers, who are not associated with each other, which are otherwise
intended to reach a large number of ultimate payees who are not associated with
each other.
The Bank may also - in its operations - conduct financing operations naturally
connected therewith, in accordance with the Banking and Financing Business Act,
among other things
Borrow funds, for example by accepting deposits from the general public, or by
issuing bonds or other comparable debt instruments,
Grant and broker loans, for example in the form of consumer credit and loans
secured by charges over real property or claims,
Negotiate payments,
The share capital of the bank shall be not less than ten billion five hundred million
(10,500,000,000) and not more than forty-two billion ( 42,000,000,000). The
number of shares shall be not less than five hundred million (500,000,000) and not
more than two billion (2,000,000,000).
It shall be possible to issue two classes of shares, ordinary shares and preference
shares. Ordinary shares may be issued up to a number corresponding to the highest
number of shares permitted according to these Articles of Association. Preference
shares may be issued up to a maximum of three hundred million (300,000,000)
preference shares.
In the event that the Bank resolves to, by a cash issue or a set-off issue, issue new
shares of different classes, the holders of ordinary shares and preference shares
shall have preferential rights to subscribe for new shares of the same class in
relation to the number of shares already held by each holder (primary preferential
right). Shares not subscribed for on the basis of primary preferential rights shall be
offered for subscription to all shareholders (secondary preferential right). If the
number of shares offered in this manner is insufficient for subscription based on
secondary preferential rights, the shares shall be allocated among the subscribers in
relation to the total number of shares in the Bank held. To the extent this is not
possible as regards a certain share/certain shares, the allocation shall be done by
drawing of lots.
In the event that the Bank resolves to issue new shares, by a cash issue or a set-off
issue, and only one class of shares is issued, all shareholders, regardless of whether
they hold ordinary shares or preference shares, shall have preferential rights to the
new shares in relation to the number of shares in the Bank held.
In the event that the Bank resolves to issue new warrants or convertibles, by a cash
issue or a set-off issue, the shareholders shall have preferential rights to the
subscription of the new warrants as if the issue related to the shares that may be
subscribed for following an exercise of the warrants or, in case of an issue of
convertibles, as if the issue related to the shares that the convertibles may be
converted into.
What is stipulated above shall not restrict the possibilities for resolving on a cash
issue or set-off issue with deviation from the shareholders‘ preferential rights.
If the share capital is increased through a bonus issue, new shares of each class
shall be issued in relation to the number of shares of each class previously issued. In
such case, old shares of each class shall have preferential rights to new shares of
the same class. What is hereby stipulated shall not restrict the possibilities for
resolving, after necessary amendments of the Articles of Association, on a bonus
issue of shares of a new class.
2. Mandatory conversion
The Board of Directors is obliged to, during the calendar month immediately
following the month in which the Annual General Meeting 2013 is held, however, if
applicable, not earlier than the day after the record day for the right to receive
dividends resolved at such Annual General Meeting, resolve to convert all
preference shares into ordinary shares. At such time, the Board of Directors shall
also establish and announce the record day for conversion.
3. Record day provision
The Bank‘s shares shall be registered in a register in accordance with the Financial
Instruments Accounts Act (1998:1479).
4. Registered office
In addition to those Directors who, by law, are appointed other than by the General
Meeting, the Bank‘s Board of Directors shall consist of no less than seven and no
more than eleven members.
6. Quorum, etc
With regard to the Board forming a quorum and the majority requirements for Board
decisions, the relevant provisions of the Companies Act (2005:551) shall apply.
7. Financial year
8. Auditors
The Bank shall have at least one and no more than two auditors and with no more
than an equal number of alternates. Auditors, and alternates if appointed, shall be
authorised public accountants.
The Annual General Meeting shall be held before the end of April unless special
circumstances dictate otherwise. In no event however, shall the Annual General
Meeting be held after the end of June.
General Meetings shall be opened by the Chairman of the Board or the person
appointed by the Board for this purpose.
Voting at a General Meeting shall take place in accordance with voting procedures
prescribed in the relevant provisions of the Companies Act (2005:551).
Notices convening the Annual General Meeting and notice of Extraordinary General
Meetings where the question of amendments to the Articles of Association will be
considered, shall be issued no earlier than six weeks and no later than four weeks
prior to the General Meeting. Notices convening other Extraordinary General
Meetings shall be issued no earlier than six weeks and no later than two weeks prior
to the General Meeting.
In the cases referred to in the Companies Act (2005:551), written notice shall also be
sent to each shareholder whose mailing address is known to the Bank. Shareholders
wishing to participate in a General Meeting shall be entered as shareholders in a
print-out or other listing of the entire share register updated five business days prior
to the Meeting, and notify the Bank‘s Head Office no later than 3:00 pm on the day
indicated in the notice convening the General Meeting.
At General Meetings, shareholders are permitted to be accompanied by one or two
assistants, provided that the shareholder has notified the Bank of the number of
assistants in accordance with the preceding paragraph concerning notification of
shareholders‘ attendance at General Meetings.
1. Firstly, each preference share shall receive up to an amount of two point forty (
2.40) per preference share as regards dividends resolved in 2009 and up to an
amount of four point eighty ( 4.80) per preference share as regards dividends
resolved in each of the years 2010, 2011, 2012 and 2013.
If, during any year dividends are not paid to a preference share or an ordinary share
as prescribed under items 1 and 2 above, such share shall not have any right to
recover in any subsequent year what has not been paid.
If the Bank shall be dissolved through liquidation, the preference shares and the
ordinary shares shall have right to the assets in the Bank in accordance with the
following:
A. Firstly, each preference share shall receive up to an amount of forty-eight (SEK
48) per preference share together with an annual interest on such amount of ten (10)
per cent to be calculated daily from the day of the preceding Annual General Meeting
up to and including the day of distribution.
4. Contract for premises with Mr. McNamra for office use ( property dealer)
Requirement for the premises: 10000 sqfeet.
Agreement Period 4 years.
Location:
Proposed Rent: Rs 45000 per month.
(NOTE: Both Me and Mr. McNamra are major and of sound mind)
5. Contract for furniture with Faraz Alam.
Requirement for furniture:-best quality (nilkamal) such as sofa,chairs,
tables, making cabins for offices.
Amount:-130000, for full agreement.
Duration: before 1 year.
6. Contract for computers with Mr. Steve Gates
Requirement of computers: 90 computers for offices uses.
Contract amount: Rs.1300000.
Duration of time of contract: whole time .
Note:- firstly I give offer to Mr. Abdul Razaaq for computer and he
accept my offer , and follow contract act 1872.
FORM NO. 18
1. (a) the registered office of the company is situated .with effect from
[date]
(b) The situation of the registered office of the company of was changed from
to with effect from .
[Date]
Signature
Name
Designation
Consent to act as director of a company and/or undertaking to take and pay for
qualification shares
Presented by..................................................................................................................
1 2 3 4 5 6
Signature..............................
Designation...........................
(2) If a director signs through his agent authorised in writing, the authority
must be produced
before the Registrar.
(3) In case of undertaking to take and pay for qualification shares, the from
should be
accompanied by the necessary stamp duty.
FORM NO. 32
1 2 3 4 5 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. [***]
1 2 3 4 5 6
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.
Presented by..
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.
Date
Place Signature
Witness
Designation
http://www.legalserviceindia.com/company%20law/company_formation_procedure.ht
m
http://www.readwriteweb.com/readwritestart/2009/06/company-registration-
choices.php
http://www.wikipedia.com.