[Pertaining to Section 4(2)]
(Incorporated under the Companies Act, 2006)
Articles of Association
Kumari Coffee Udhyog Private Limited
(Single Shareholder Company)
1. Name of the Company: The name of this Company shall be Kumari Coffee Udhyog Private Limited
2. Registered Office of the Company: The registered office of this Company shall be located at Nuwakot District, Kumari Development Committee, Ward no. 05.. The Company may open its branch office(s) contact offices, in any part of the country as it may be required, upon obtaining approval from the Office.
3. Definition: Unless otherwise required by subject or context, in these Articles:
a) ‘Act’ means the Companies Act, 2006.
b) ‘Office’ means the Office of the Company Registrar.
c) ‘Company’ means Kumari Coffee Udhyog Private Limited.
4. Objectives of the Company: The objectives of the Company shall be as prescribed in Clause 5 of the Memorandum of Association.
Chapter – Two
Share Capital and Credit
5. Face Value of Shares: The face value of each share of this Company shall be Rs. 100.
6. Provision regarding Sale of Shares and Mortgage:
1. The Company may sell or mortgage shares on par with movable property.
2. In the event of a shareholder wishful of selling his or her entire shares, then the buyer of such shares shall have to notify the Registered Office of Company as per the Act, in writing, for striking down the registry of such shares.
3. In case of application furnished as above sub-rule (2) , the Company shall register the shares in its Registry book in the name of the applicant .
4. In case of buy and sales of shares according to sub-rule (2) above, the Office has to be notified within 15 days of such transaction.
7. Certificate of Share: A certificate of share shall be issued to the shareholder by the Company on behalf of purchase of Company’s shares which shall be duly signed upon by the Company Secretary or an official authorized by the shareholder of the Company and it shall bear the Company seal as well.
8. Matters Regarding Change in Share Capital: The Company may change the share capital of the Company according to the Act through a decision of shareholder.
9. Provisions Relating to Raising of Loans: The Company may raise loans under the prevailing laws for running its business or transactions.
General Assembly and Board of Directors
10. General Assembly: The Company shall not convene general assembly and all the functions of the general assembly shall be carried out by a written decision of shareholder.
11. Board of Directors: The Company shall not have a Board of Directors and the shareholder itself shall perform the functions of Board of Directors.
Balances, Accounts and Audit
12. Company’s Balances, Accounts and Audit:
1. The accounts and finances of this Company shall be prepared in accordance to the finance standards set forth by the authorized agency in accordance with the prevailing laws.
2. The accounts to be maintained by the Company shall be kept in an updated and written version clearly showcasing its daily transactions.
3. The Company shall conduct audit of its finances in case there is a financial transaction in a fiscal year that exceeds the amount stipulated by the Act.
4 In case an audit has to be conducted pursuant to Sub rule (3), then the Company shall appoint the auditor as per the Act. Upon appointment as such, the Company shall send his or her name to the Office within 15 days.
5. The auditor appointed in pursuance to Sub rule (4) shall, certify the finances and accounts, balance sheet of the Company, profits and losses and cash liquidity flow statements, on the basis of audit, and shall duly submit the audit report to the Company and Office by addressing the appointing official.
Chapter – Five
13. Company Secretary: If the company is a company, appointing company secretary, tenure, terms and reference and power and functions of such company secretary: No provision of Company Secretary has been made as of now.
14. Company’s Seal: There shall be a separate seal of the Company which shall be in the custody of chairperson of company..
15. Provision Regarding Merger of Company:
1. Any Company may merge with this Company.
2. In case of merger of any company into this Company, the approval of Office has to be garnered.
16. Liquidation of the Company:
1. In case of voluntary liquidation, the shareholder shall make a decision to that effect and shall submit the required documents within 7 days as per the Act, before the Office.
2. While deciding to liquidate the Company according to Sub rule (1), one or more than one liquidator and auditor shall be appointed for the purpose of liquidation. The remuneration of such liquidator or auditor appointed as such shall be as prescribed by the shareholder.
3. The liquidator and auditor appointed as per Sub Rule 2 shall perform the functions of liquidation of Company.
17. In case there is provision in prevailing laws specifically requiring the Companies dealing with any exclusive business to disclose in its Articles, those matters: None
18. Other Necessary Matters:
1. The fiscal year of Company shall be from Mid-July to Mid –July every year.
2. The liability of the shareholder as regards the business of this Company shall be limited to the maximum amount of shares already subscribed or pledged by him or her for subscription.
3. Post the incorporation, it shall be deemed as the Company possessing a separate legal personality, perpetual succession, and independent existence.
4. The Company may shift its registered office, open or close its branch offices by obtaining approval as required.
19. Condition for the Enforcement of Amendment to the Articles: In case the Company is required to amend these articles, such amendment shall come into effect only upon a decision to this effect is reached by the shareholder and after such proposal is duly documented by the Office.
20. The Articles to be Void up to the Extent of Inconsistency: If these articles conflict with the Act and other prevailing laws, then such articles shall be void to the extent of such inconsistency.
21. The Number of Shares the Promoter(s) have Pledged to Subscribe Immediately: I, the promoter of Kumari Coffee Udhog Private Limited “. have pledged to incorporate and run the Company as per the prevailing Laws. The whole matters contained in these Articles of Association including my name, address, signature, number of shares that I have pledged to subscribe and matters relating to witness are true and correct. I have consented to bear the liabilities to be created after the incorporation of the Company on the basis of the above stated matters. I further promise to bear punishment under the prevalent laws in case of finding the declaration to be false and accordingly I have made this announcement.
|Name, Address and Signature of Founder||Name of the Father or Husband||Citizenship Certificate No. and District of Receipt||Number of shares pledged to subscribe||Name, Address and Signature of the Witnesses||Citizenship Certificate No. and District of Receipt of the witnesses|
Name: Chhesang Lama
Address: Kavre District , Maadan Kudari, Ward No. 03,
|Dawang Namgel Lama||1629/1492
|50000 units||Signature: Sd.
Name: Ganga Lama
Address: Kakani-8, Nuwakot
(Done on Thursday , the 21st day of April year 2016)
Name: Advocate Gopi Bahadur Bhandari
Citizenship Certificate no: 11415
Thursday 21st day of April year 2016
1) The seal of Office of the Company Registrar is affixed on each page of the document.
2) The Assistant Registrar has duly signed on each page of the document on the 21st day of April, 2016.
3) The shareholder has signed at the beginning and end of each page of the document.