Assignment

Of

Corporate law
Assignment 3

SUBMITTED BY- SUBMITTED TO – Miss Monika

kalani

NAME – PRASHANT PRIYADARSHI

CLASS- BBA (HONS) MBA

ROLL NO- A20

SUB- Corporate law

 MEMORANDUM OF ASSOCIATION
OF

SOFT TECHNOLOGIES LIMITED

1. The name of the Company is SOFT TECHNOLOGIES LIMITED
.
2. The registered office of the Company will be situated in the State of Karnataka.
3. The objects for which the Company is established are:-

I. Aims and Objects:

(a) To carry on the business sellers of and dealers in all types of electronic, software, components and equipment
necessary for attaining the above objects.
(b) To establish, provide, procure or make available services of every kind including educational, engineering, data
processing, Communication and other technological social or other services.

II. Objects incidental or ancillary to the attainment of main objects.

(4) To establish, provide, maintain and conduct or otherwise subsidies research laboratories, experimental stations,
workshops and libraries for scientific, industrial, commercial and technical research and experiments; to undertake and
carry on scientific, industrial, commercial, economic, statistical and technical research, surveys and investigations; to
promote studies, research investigation and invention, both scientific and technical by providing, subsiding, endowing,
or assisting laboratories, by providing for the remuneration to scientists, scientific or technical professors or teachers
and the award of scholarship, grants and prizes to students, research-workers and inventors or otherwise and generally
to encourage, promote and reward studies, research, investigations, experiments, tests and inventions of any kind.

(5) To contribute or otherwise to assist or to guarantee money to charitable, benevolent, religious, scientific, national,
public or any other useful institutions, objects or purposes or for any exhibition.
(6) To maintain establishment and maintenance of any contributory or non-contributory
pension or superannuation funds for the benefit of, and give or procure the giving of donations, gratuities, pensions,
allowances or employments to any person who are or were at any time in the employment or service of the Company,
or of any company which is a subsidiary of the Company or is allied to or associated with the Company or with any
such subsidiary company, or who are or were at any time Directors or Officers of the Company or of any such other
company as aforesaid, and wives, widows, families.
(7) To execute any trust the undertaking of which may seem to the Company desirable and either
Gratuitously or otherwise.
(8) To act as agents, registrars or brokers and as trustees for any person or company and to undertake and perform sub-
contracts.
9. To buy, sell, manufacture, repair, alter and exchange, let on hire, export, and deal in all kinds of articles and things
which may be required for the purposes of any of the said businesses, or commonly supplied or dealt in by persons
engaged in any such businesses, or which may seem capable of being profitably dealt with in connection with any of
the said businesses.
10. To apply for and acquire any statutory or other powers, rights or concessions.
11. To construct and develop residential or industrial colonies for the general advancement of members, employees or
others.
12. To purchase, or otherwise acquire and undertake the whole or any part of the business, property, rights, and
liabilities of any person, firm or company carrying on any business which this company is authorized to carry on or
possessed of property or rights suitable for any of the purposes of the Company and to purchase, acquire, sell and deal
in property, shares, stocks, debentures or debenture-stocks of any such person, firm or company and to conduct, make
or carry into effect any arrangements in regard to the winding up of the business of any such persons, firm or
company.
13. To apply for, purchase or otherwise acquire patents, brevet inventions, licenses, concessions and the like
conferring any exclusive or non-exclusive or limited right to use any secret or other information as to any invention
which may
Seem capable of being used for any of the purposes of the Company or benefit the Company and to use, exercise, or
develop or grant licenses in respect of or otherwise turn to account the property, rights or information so acquired.
14. To receive money, valuable, and goods and materials of all kinds of depositor for safe custody.
19. To lend money and other property, to guarantee the performance of contracts and obligations of all kinds, to act as
agents in the management, sale and purchase of property, and generally to transact business as capitalists and
financiers.
20. To lend, invest or otherwise employ or deal with moneys belonging to or entrusted to the Company upon making
arrangements to secure repayment or payment of principal and interest thereon.
21. To borrow or raise or secure the payment of money or to receive money on such time and from time to time and in
such manner as may be thought fit and in particular by the issue of debentures, or debenture-stocks, perpetual or
otherwise including debentures or debenture-stock convertible into shares of this or any other company or perpetual.
22. The Company, present or future, including its uncalled capital by special assignments or otherwise or to transfer or
convey the same absolutely or in trust and to give the lenders power of sale and other powers as may seem expedient
and to purchase, redeem or pay off any such securities provided the Company shall not carry on banking business as
defined in the Banking Regulation Act, 1949.
23. To draw, make, accept, endorse, discount, execute, issue, negotiate, assign and otherwise deal with cheques,
drafts,bills of exchange, promissory notes, hundies, debentures, bonds, bills of lading, railway receipts, warrants and
all other negotiable or transferable instruments.
24. To amalgamate with any other company or companies.
25. To distribute any of the property of the Company amongst the members in specie or kind subject to the provisions
of the Companies Act in the event of winding up.
26. To apply for, tender, purchase, or otherwise acquire any contracts, subcontracts licenses and concessions for or in
relation to the objects or business herein mentioned or any of them, and to undertake, execute, carry out, dispose of or
otherwise turn to account the same.
27. To do all or any of them in any part of the world either as principals, agents, contractors, trustees or otherwise and
either by or through agents, trustees, sub-contractors or otherwise, either alone or in conjunction with others and to
allow any property to remain outstanding in such agents or trustees.
28. To do all such other things as are incidental or conducive to the attainment of the above objects or any of them.

III. Other objects

29. To carry on business related to the electronic industry, Textiles, Chemicals, Hotels, Construction & Engineering
items.
30. To carry on business as capitalists, financiers; concession and merchants and to undertake and carry on and
execute. .
31. To carry on business of every kind and to act as merchants, traders, Commission or other agents or in any other
capacity whatsoever in India or in any part of the world, to carry on the business of providing services of every kind
and to import, export, buy, sell, barter, exchange, pledge, make advances upon or otherwise deal in goods, produce.

32. To carry on the business of an investment company and to buy, underwrite and to invest in the acquire and hold
shares, stocks, debentures, debenture-stocks, bonds, obligations and securities issued or guaranteed by any company.
To manufacture, maintain, export, import, buy, sell, rent, hire or lease or otherwise acquire, dispose of or deal in all
kinds of digital systems, numerical controller, flexible manufacturing systems, robots, communication systems,
computers, computer peripherals, computer software, computer hardware, computer technology, machines, computer
aided teaching aids, energy saving devices, alternative sources of energy, electrical and electronics components,
devices, instruments, equipment’s and controls for any engineering applications, and all other related components,
parts and products used in communication and computers. AND IT IS HEREBY DECLARED that the word
“company” in this Memorandum when applied otherwise than to this Company shall whenever the context shall so
require or admit be deemed to include any authority, partnership or other body of persons whether incorporated or un-
incorporated and whether domiciled in India or elsewhere and that the intention is that the objects specified in the
several paragraphs of this Memorandum shall be regarded as independent objects and shall accordingly shall be in no
wise limited or restricted in its application.

IV. The liability of members is limited.

V.The Authorized Share Capital of the company is Rs. 50,00,00,000(Rupees fifty crores only) divided into
10,000,000,0 ( crore only) Equity Shares of Rs. 5 each (Rupees five only) with power to increase and reduce the
capital of the company and to divide the shares in the capital for the time being into several classes and attach thereto
respectively such preferential, deferred, qualified or special rights, privileges or conditions as may be determined by or
in accordance with the Articles of Association of the company for the time being and to vary, modify or abrogate any
such rights, privileges or conditions in such manner as may be permitted by the Companies Act, 1956 or by the
Articles of Association of the company for the time being”. Resolution passed at the Annual General Meeting
held on December 10, 2010.
We the several persons whose names and addresses are subscribed below 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 to our respective names.

Signature, Name, Address, Number of Equity Shares Signature, Name, Address,

description and occupation of taken by Subscriber description and occupation of
Subscribers Witness

Prashant Priyadarshi 1
C,Road Qtr. No-11 (One equity)
Bangalore
Hotel business

Swatika murria 1 1 Amit Kumar

Near inland road Qtr. No 22 (One equity) (one equity) Times newspaper building
Bangalore Qtr. no -22 block no-2
Constructor Bangalore
Advocate

Ankur jain 1 1 Rahul kapoor

Hirak road near bus stand (One equity) (One equity) Gus building ring road
Qtr. no 33 Plot no 22 Qtr-32,plot 33
Bangalore Banglore
Contractor Home business

David lalrinsangwala 1 1 Mahek kalara

W ,road near airport plot no-33 (One equity) (One equity) Lotus building
Bangalore Qtr -22 plot 34
Contractor Banglore
Home business
7 1
(One equity) (one equity)
 ARTICLES OF ASSOCIATION
OF

SOFT TECHNOLOGIES LIMITED

Constitution
Table A not to apply but company to be governed by these articles

1. No regulations contained in Table A, in the first Schedule to the Companies Act, 1956 shall apply to this Company,
but the regulations for the management of this Company and for the observance of the members thereof and their
representatives, shall, subject to any exercise of the statutory powers of the Company with reference to the repeal or
alteration of, or addition to, its regulations by Special Resolution, as prescribed by the Companies Act, 1956, be such
as are contained in these Articles.

Capital and increase in reduction of capital

2.The Authorized Share Capital of the company is Rs. 5,00,000,000 (Rupees fifty crore only) divided into
10,00,00,000 (ten crore only) Equity Shares of Rs. 5 each (Rupees five only) with powers to increase or reduce the
same in accordance with the provisions of the Companies Act, 1956”.Resolution passed at the Annual General
Meeting held on June 10, 2006 “The company shall be entitled to dematerialize its existing shares, rematerialize its
shares held in the Depositories and/or to offer its fresh shares in a dematerialized form pursuant to the Depositories
Act, 1996 and the rules framed there under, if any”. Resolution passed at the Extraordinary General Meeting held on
December 10, 2010 Increase of capital of the company and how carried into effect.
3. The Company in General Meeting, may from time to time, increase its capital by the creation of new shares, such
increase to be of such aggregate amount and to be divided into shares of such amounts as the resolution shall
prescribe. Subject to the provisions of the act, any shares of the original or increased capital shall be issued upon such
terms and conditions and with such rights and privileges annexed thereto, as the General Meeting resolving upon the
creation thereof shall prescribe and if no direction be given, as the Directors shall determine and in particular, such
shares may be issued with a preferential or qualified right to dividends, and in the distribution of assets of the
Company and with a right of voting at General Meetings of the Company, in conformity with Sections 87 and 88 of
the Act.
Reduction of capital
4. The Company may (subject to the provisions of Sections 78, 80, 100 to 105 inclusive, of the Act) 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. This Article is not to derogate from any power the Company would have if it were
omitted.
Variation of Rights
5. If at any time the share capital is divided into different classes of shares, all or any of the rights and privileges
attached to the shares of any class may subject to the provisions of Sections 106 and 107 be varied, commuted,
affected, dealt with or abrogated with the consent in writing of the holders of not less than three-fourths of the issued
shares of that class or with the sanction of a Special Resolution at a separate meeting of the holders of the issued
shares of that class.
Issue of further pari passu shares not to affect the right of shares already issued.
6. The rights conferred upon the holders of the shares of any class issued with preferred or any other rights shall not,
unless, otherwise expressly provided by the terms of issue of that class, be deemed to be varied by the creation or issue
of further shares ranking pari passu therewith.
Additional capital to form part of existing capital
7. Except so far as otherwise provided by the conditions of issue or by these presents, 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 installments, forfeiture, lien, surrender, transfer and transmission,
voting and otherwise.
Redeemable preference shares
8. Subject to the provisions of Section 80 of the Act, the Company shall have the power to issue Preferential Shares
which are or at the option of the Company are to be liable to be redeemed and the resolution authorizing such issue
shall prescribe the manner, terms and conditions of redemption.
Allotment otherwise than for cash
9.Subject to the provisions of the Act and these Articles, the Directors may allot and issue shares in the capital of the
Company as payment or part-payment for any property or assets of any kind whatsoever, sold or to be sold or
transferred or to be transferred or for goods or machinery supplied or to be supplied or for services rendered or to be
rendered or for technical assistance or know-how made or to be made available to the Company or the conduct of its
business and shares which may be so allotted may be issued as fully or partly paid-up otherwise than in cash and if so
issued, shall be deemed to be fully or partly paid as the case may be.

SHARES AND CERTIFICATES

Liability of Members

10. Every member, or his heirs, executors, administrators or other representatives, shall pay to the Company the
portion of the capital represented by his share or shares, which may, for the time being, remain unpaid thereon, in such
amounts, at such time or times, and in such manner as the Directors shall, from time to time, in accordance with the
Company’s Regulations require or fix for the payment there of.

Share Certificate
11. a)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.
b)Any two or more joint allottees of a share shall, for the purposes of this Article, be treated as a single Member, and
the certificate of any share which may be the subject of joint ownership, may be delivered to any one of such joint
owners on behalf of all of them. For any further certificate the Board shall be entitled but shall not be bound, to
prescribe a charge not exceeding Rupee One. The Company shall comply with the provisions of Section 113 of the
Act.
Acceptance of shares
12. 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; and 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, be a member of the Company.
Deposit and call, etc. to be a debt payable immediately
13. The money (if any) which the Directors shall, on the allotment of any shares being made by them, require or direct
to be paid by way of deposits, call or otherwise, in respect of any shares allotted by them, shall, immediately on the
inscription of the name of the allottee in the Register of Members as the holder of such shares, become a debt due to
and recoverable by the Company from the allottee there of and shall be paid by him accordingly.
Shares to be numbered progressively and no Shares to be sub-divided
14. The shares in the capital shall be numbered progressively according to their several denominations and except in
the manner hereinbefore mentioned no share shall be sub-divided. Every forfeited or surrendered share shall continue
to bear the number by which the same was originally distinguished.
Delivery of Share/Debenture Certificates
19. The Company shall within three months after the allotment of any of its shares or debentures or debenture-
stockand within one month after the application for the registration of the transfer of any such shares or debentures
ordebenture-stock, complete and have ready for delivery the certificates of all shares, debentures or debenture
stockallotted or transferred unless the conditions of issue of shares or debentures or debenture-stock otherwise
provided.The expression “transfer” for the purpose of this Article means, a transfer duly stamped and otherwise valid
and does not include any transfer which the Company is for any reason entitled to refuse to register and does not
register.
Liability of Joint Holders
20. If any share stands out in the names of two or more persons all the joint holders of the share shall be severally
aswell as jointly liable for the payment of all deposits, installments, and calls due in respect of such shares, and for
allincidents thereof according to the Company’s Regulations, but the person first named in the Register shall, as
regardsreceipt of dividend or bonus or service of notice, and all or any other matters connected with the Company,
exceptvoting at meetings and the transfer of the shares, and any other matter by the said Act or herein otherwise
provided,be deemed the sole holder thereof.

Registered holder only the owner of the shares

21. Except as ordered by a Court of competent jurisdiction or by law required, the company shall be entitled to treat
the person whose name appears on the Register of Members as the holder of any share or whose name appears as the
beneficial owner of shares in the records of the Depository, as the absolute owner thereof and accordingly shall not be
bound to recognize any benami, trust or equity or equitable, contingent or other claim to or interest in such share on
the part of any other person whether or not he shall have express or implied notice thereof. The Board shall be entitled
at their discretion to register any shares in the joint names of any two or more persons or the survivor or survivors of
them.

CALLS

Directors may make calls

22. The Board 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. A call may be made payable by instalments.

Notice of calls
23. 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.

Calls to date from resolution

24. A call shall be deemed to have been made at the time when the resolution authorising such call was passed at a
meeting of the Board.
Call may be revoked
25. A call may be revoked or postponed at the discretion of the Board.
Liability of Joint Holders
26. A joint-holder of a share shall be jointly and severally liable to pay all calls in respect thereof.
Directors may extend time
27. The Board may, from time to time at its discretion, extend the time fixed for payment of any call, and may extend
such time as to all or any of the members who from residence at a distance or other cause, the Board may deem fairly
entitled to such extension save as a matter of grace and favour.

Overdue calls to carry interest

28. If any member fails to pay any call due from him on the day appointed for payment thereof, or any such extension
thereof as aforesaid, he shall be liable to pay interest on the same from the day appointed for the payment thereof to
the time of actual payment at such rate as shall from time to time be fixed by the Board but nothing in this Article shall
render it obligatory for the Board to demand or recover any interest from any such member and the Board shall be at
liberty to waive payment of such interest either wholly or in part.
FORFEITURE AND SURRENDER OF AND LIEN ON SHARES

If money payable on share not paid notice to be given to Members

29. If any Member fails to pay any call or installment of call on or before the day appointed for the payment of the
same or any such extension thereof as aforesaid, the Board may, at any time thereafter, during such time as the call or
installment remains unpaid, give notice to him requiring him to pay the same together with any interest that may have
accrued and all expenses that may have been incurred by the Company by reason of such non-payment.

Terms of notice
30. 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 non-payment 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:

In default of payment, shares may be forfeited

31. If the requirements of any such notice as aforesaid are not complied with, every or any share in respect of which
such notice has been given, may at any time thereafter, but before payment of all calls or installments, interest and
expenses due in respect thereof, be forfeited by a resolution of the Board to that effect. Such forfeiture shall include all
dividends and bonuses declared in respect of the forfeited shares and not actually paid before the forfeiture.
Notice of forfeiture
32. When any share shall have been so forfeited, notice of the forfeiture shall be given to the Member in whose name
it stood immediately prior to the forfeiture or to any of his legal representatives, or to any of the persons entitled to the
shares by transmission and an entry of the forfeiture, with the date thereof, shall forthwith be made in the Register of
Members but no forfeiture, shall be in any manner invalidated by any omission or neglect to give such notice or to
make such entry as aforesaid.

TRANSFER AND TRANSMISSION OF SHARES

Register of Transfers
33. “The company shall keep a Register of Transfers and shall have recorded therein fairly and distinctly particulars
of every transfer or transmission of any share held in material form”.

Form of transfer
34. Shares in the Company shall be transferred by an instrument in writing in such form as prescribed under Section
108 of the Companies Act, 1956, or under rules made thereunder from time to time.
To be executed by Transferor and Transferee
35. The instrument of transfer duly stamped and executed by the transferor and the transferee shall be delivered to the
Company in accordance with the provisions of the Act. The instrument of transfer shall be accompanied by such
evidence as the Board may require to prove the title of the transferor and his right to transfer the shares and every
registered instrument of transfer shall remain in the custody of the Company until destroyed by an order of the Board.
The transferor shall be deemed to be the holder of such shares until the name of the transferee shall have been entered
in the Register of Members in respect thereof. Before the registration of a transfer, the certificate or certificates of the
shares must be delivered to the Company.

BORROWING POWERS
36.Subject to the provisions of Sections 58A, 292 and 293 of the Act and of these Articles, the Board may, from time
to time at its discretion, by a resolution passed at a Meeting of the Board accept deposits from Members, either in
advance of call or otherwise, and generally raise or borrow or secure the payment of any sum or sums of money for the
purposes of the company provided however, where the moneys to be borrowed together with the moneys already
borrowed (apart from temporary loans obtained from the Company’s bankers in the ordinary course of business)
exceed the aggregate of the paid up capital of the Company and its free reserves (that is to say, reserves not set apart
for any specific purpose) the Board shall not borrow such moneys without the consent of the Company in General

Meeting.
The payment or repayment of monies borrowed
37. The payment or repayment of moneys borrowed as aforesaid may be secured in such manner and upon such terms
and conditions in all respects as the Board may think fit, and in particular by a resolution passed at a meeting of the
Board (and not by Circular Resolution) by the issue of debentures of the Company, charged upon all or any part of the
property of the Company (both present and future) including its uncalled capital for the time being, and debentures,
and other securities may be made assignable free from any equities between the Company and the person to whom the
same may be issued.
SHARE WARRANT

Power to issue share warrants

38. The Company may issue share warrants subject to, and in accordance with the provisions of sections 114 and
115,and accordingly the Board may in its discretion, with respect to any share which is fully paid-up on application
inwriting signed by the persons registered as holder of the share, and authenticated, by such evidence (if any) as the
Board may, from time to time, require as to the identity of the person signing the application, and on receiving
thecertificate (if any) of the share, and the amount of the stamp duty on the warrant and such fee as the Board may
from time to time require, issue a share warrant.
CONVERSION OF SHARE INTO STOCK AND RECONVERSION

Shares may be converted into stock

39. The Company in General Meeting may convert any paid-up shares into stock; and when any shares have been
converted into stock, the several holders of such stock may thenceforth transfer their respective interest therein, or any
part of such interest, in the said manner and subject to the same Regulations as, and subject to which shares from
which the stock arose might have been transferred if no such conversion had taken place, or as near thereto as
circumstance will admit. The Company may at any time reconvert any stock into paid-up shares of any denomination.
Right of stockholders
40. The holders of stock shall, according to the amount of stock held by them, have the same rights, privileges and
advantages as regards dividends, voting at meetings of the Company, and other matters, as if they held the shares from
which the stock arose, but no such privilege advantage (except participation in the dividends and profits of the
Company and in the assets on winding-up) shall be conferred by an amount of stock which would not, if existing in
shares, have conferred that privilege or advantage.
MEMBERS’ MEETINGS
Annual General Meeting
41. Annual General Meeting of the company may be convened subject to Section 166 and Section 210 of the Act by
giving not less than 21 days’ notice in writing. Subject to the provisions of Section 171 (2) a meeting may be convene
dafter giving a shorter notice.

Extra ordinary General Meeting

42. 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 one tenth of such of the paid-up capital;
as at that date carried the right of voting in regard to the matter in respect of which the requisition has been made.

Question at General Meeting how decided

43. At any General Meeting a resolution put to the vote of the meeting shall be decided on a show of hands unless a
poll is (before or on the declaration of the result of the show of hands) demanded by a member or members present in
person or by proxy and holding shares in the Company which confer a power to vote on the resolution not being
less than 1/10th of the total voting power in respect of the Resolution or on which an aggregate sum of not less than
Rs. 50,OOO/- has been paid up. The demand for a poll may be withdrawn at any time by the person or persons who
made the demand.

Chairman’s casting vote

44. In the case of any equality of votes, the Chairman shall both on a show of hands and at a poll (if any) have a
casting vote in addition to the votes to which he may be entitled as a Member.
Demand for poll not to prevent transaction of other business
45. The demand for a poll except on the question of the election of the Chairman and of an adjournment shall not
prevent the continuance of a meeting for the transaction of any business other than the question on which the poll
has been demanded.

Member in arrears not to vote

46. No member shall be entitled to vote either personally or by proxy at any General Meeting or meeting of a class of
Shareholders either upon a show of hands or upon a poll in respect of any shares registered in his name on which
Any calls or other sums presently payable by him have not been paid or in regard to which the Company has, and has
Exercised, any right of lien.
47. Until otherwise determined by the company in a General Meeting and subject to the provisions of Section 252 of
the Act, the number of directors (excluding Debenture Directors and Directors appointed under Article 111 hereof and
Alternate Directors) shall not be less than three nor more than Eighteen.
Non-retiring Directors
48. If and so long as Mr.Prashant Priyadarshi and/or his relatives shall hold not less than 5% of the issued equity share
capital of the Company, Mr. Prashant Priyadarshi shall be the Managing Director of the Company and shall not be
liable to retire by rotation.
WINDING UP
Distribution of Assets
49. The Liquidator on any winding up (whether voluntary and supervision or compulsory) may with the sanction of a
Special Resolution, but subject to the rights attached to any preference share capital, divide among the contributories
in specie any part of the assets of the Company and may, with the like sanction, vest any part of the assets of the
Company in trustees upon such trusts for the benefit of the contributors, as the liquidator, with the like sanction shall
Think fit.
INDEMNITY AND RESPONSIBILITY
Officer’s and others right to indemnity
50. Every officer or agent for the time being of the Company shall be indemnified out of the assets of the Company
Against all liability incurred by him in relation to the business of the company in defending any proceedings whether
Civil or criminal in which judgment is given in his favour or in which he is acquitted or in connection with any
Application under Section 633 of the Act in which relief is granted to him by the Court.
Directors, Managers etc. not liable for acts of others.
51. Subject to provisions of Section 201 of the Act no Director, Manager or other Officer of the Company shall be
liable for the act, receipts, neglects of any other director or officer or for joining in any receipts or other act for
conformity or for any loss or expenses happening to the company through the insufficiency or deficiency of title to any
property acquired by order of the directors, for and on behalf of the company or for the insufficiency or deficiency of
any security in or upon which any of the moneys of the company shall be invested or for any loss or damage arising
from bankruptcy, insolvency or tortious act of any person with whom any moneys, securities, or effects shall be
deposited or for any loss occasioned by an error of judgment or oversight on his part, or for any other loss, damages
or misfortunes whatever which shall happen in the execution of the duties of this officer or in relation thereto unless
the same happens through his own dishonesty

Attested the signatures from No. 1 to 7 (or more) Signatures of Two witnesses other
The members of the company with
Addresses

Signatures of the Attesting Certified that this is the true

Officer with Official Seal And correct copy of the Memorandum
Signatures of any three members of the Governing Body
(1) Amit Kumar
Times newspaper building
Qtr. no -22 block no-2
Bangalore
Advocate

(2)
 NOTICE OF STATUTORY MEETING

Notice is hereby given that in pursuance of the provision of Section 165 of the Companies
Act,1956, the Statutory Meeting of the Company will be held at the Registered Office of the
Company at [Hindustan times tower, floor-30th, ] on Tuesday, the date is 30/11/2010 at
10.AM. To consider and adopt the Statutory Report and to discuss any other matter
pertaining to the formation of the Company.

Enclosure- copy of the Statutory Report.

By order of the Board of director

Date- 29/10/2010
[SOFT TECHNOLOGIES LTD]
Place-Bangalore

DRAFT RED HERRING

PROSPECTUS
Please read Section 60B of the Companies Act, 1956
Dated- October 28, 2010
(This Draft Red Herring Prospectus will be updated upon filing with the RoC)
Book Building Offer

SOFT TECHNOLOGIES LTD

Registered and Corporate Office: Hindustan times tower, floor-30th, (karnataka) (INDIA)

Telephone: + 91 33 2248 8099; Facsimile: +91 33 2243 5316

Compliance Officer: swastika murria
Telephone: + 91 33 2248 5123;
Facsimile: +91 33 2231 5060;
Email: complianceofficer@stl.in;
Website: www.stl.in
Promoter of the company - Mr Prashant Priyadarshi a Swatika Murria

PUBLIC OFFER OF 50,000,000 EQUITY SHARES OF FACE VALUE OF RS. 5

EACH (“EQUITY SHARES”) OF SOFT TECHNOLOGIES LTD THROUGH AN
OFFER FOR SALE BY THE Mr. Prashant Priyadarshi a Swatika Murria
In case of any revision in the Price Band, the Offer Period shall be extended for a minimum
three additional Working Days after such revision of the Price Band, subject to the total Offer
Period not exceeding 10 Working Days. Any revision in the Price Band will be notified by
the Bombay Stock Exchange Limited (the “BSE”), by issuing a press release and also by
indicating the change on the websites of the Book Running Lead Managers and the terminals
of the other members of the Syndicate.
RISKS IN RELATION TO FIRST OFFER

This being the first public offer of the Equity Shares of our Company, there has been no
formal market for the Equity Shares. The face value of the Equity Shares is Rs. 5 and the
Floor Price is can be much more than face value times.
The Offer Price (as determined by the Selling Shareholder and our Company, in consultation
with Book Running Lead Managers, on the basis of the assessment of market demand for the
Equity Shares by way of the Book Building Process and as stated in the section titled “Basis
for Offer Price” and should not be taken to be indicative of the market price of the Equity
Shares after such Equity Shares are listed. No assurance can be given regarding an active
and/or sustained trading in the Equity Shares or regarding the price at which the Equity
Shares will be traded after listing.

GENERAL RISKS

Investments in equity and equity-related securities involve a degree of risk and investors
should not invest any funds in this Offer unless they can afford to take the risk of losing their
investment.
For taking an investment decision, investors must rely on their own examination of our
Company and the Offer, including the risks involved. The Equity Shares have not been
recommended or approved by the Securities and Exchange Board of India (“SEBI”), nor
does SEBI guarantee the accuracy or adequacy of the contents of this Draft Red Herring
Prospectus. Specific attention of the investors is invited to the section titled “Risk Factors
.
IPO GRADING

This IPO has been graded as 3rd

THE COMPANY AND THE SELLING SHAREHOLDER’S ABSOLUTE

RESPONSIBILITY

All the responsibility of losing the investment due to share market activities will be with the
shareholders and company and the promoters will not be liable for this.

LISTING

The Equity Shares offered through the Red Herring Prospectus are proposed to be listed on
the NSE and the BSE. Our Company has received in-principle approvals from the NSE and
the BSE for listing of the Equity Shares.

BOOK RUNNING LEAD MANAGERS REGISTRAR

1. Kotak investment banking
2. Roger Stanley
3. Merill lynch