View
232
Download
0
Category
Preview:
Citation preview
8/8/2019 Term Paper of Law Paper
http://slidepdf.com/reader/full/term-paper-of-law-paper 1/18
CBL Term Paper
FORMATION OF PUBLIC
Ltd. AUTOMOBILECOMPANY
SUBMITTED TO
SUBMITTED BY
MR R.S DEOL sonu
kumar
ROLL
NO.RT1903A67
REG.
NO-10907368
8/8/2019 Term Paper of Law Paper
http://slidepdf.com/reader/full/term-paper-of-law-paper 2/18
MBA
1st Sem.
Memorandum of Association
1. Name of the company :
Innovation Automobile Company Limited.
Bojaj automobile limited: cannot be registered because it
is similar to the existing company.
Mahatma Automobiles Company: cannot be registered
because under emblem act such names cannot be used.
Kingfisher automobile company: cannot be registered
since this name is already used.
2. REGISTERED OFFICE LOCATION:
It is Located in PUNJAB
Jurisdiction to be solved in Chandigarh court.
Capital:
Authorized Rs 500,000,000
Issued Rs 480,000,000
Subscribed Rs 450,000,000
8/8/2019 Term Paper of Law Paper
http://slidepdf.com/reader/full/term-paper-of-law-paper 3/18
3. Liability:
Limited by shares
4. Objectives:
To make multipurpose vehicles and luxury
vehicles
Should protect the interest of shareholders
Following are the Forms are to be filled
for the formation of Public Limited
Company
8/8/2019 Term Paper of Law Paper
http://slidepdf.com/reader/full/term-paper-of-law-paper 4/18
8/8/2019 Term Paper of Law Paper
http://slidepdf.com/reader/full/term-paper-of-law-paper 5/18
8/8/2019 Term Paper of Law Paper
http://slidepdf.com/reader/full/term-paper-of-law-paper 6/18
8/8/2019 Term Paper of Law Paper
http://slidepdf.com/reader/full/term-paper-of-law-paper 7/18
8/8/2019 Term Paper of Law Paper
http://slidepdf.com/reader/full/term-paper-of-law-paper 8/18
Registration No.
Consent to act
8/8/2019 Term Paper of Law Paper
http://slidepdf.com/reader/full/term-paper-of-law-paper 9/18
ARTICLES OF ASSOCIATION OF
INNOVATION AUTOMOBILE LTD.
Share Capital
Authorized Share Capital is Rs 500,000,000 divided into
50,000,000 ordinary shares of Rs.10 each.
Under the Companies Act, as well as our Articles of
Association, if our share capital is divided into differentclasses of shares, all or any of the rights or privileges
attached to each class of shares may be varied, modified
or abrogated with the consent in writing of the holders of
not less than three-fourths of the issued shares of that
class.
Dividends
Under the Companies Act, unless the Boardrecommends the payment of a dividend, the shareholdersat a general meeting have no power to declare anydividend. Subject to certain conditions laid down bySection 205 of the Companies Act, no dividend can bedeclared or paid by a companyUnder our Articles of Association, the shareholders at a
general meeting may declare a lower, but not higher,dividend than that recommended by the Board. Dividends
must be paid within 30 days from the date of the
declaration.
8/8/2019 Term Paper of Law Paper
http://slidepdf.com/reader/full/term-paper-of-law-paper 10/18
Under the Companies Act, we may only pay a dividend in
excess of 10% of paid-up capital in respect of any year
out of the profits.
Calls on Shares, Pre-Emptive Rights andAlteration of Share Capital
Under the Companies Act, the Board of Directors may
from time to time make such calls as they think fit upon
the members of the Company in respect of all moneys
unpaid on the shares held by them respectively and each
member is required to pay the amount of every call somade on him to the Company.
Meetings of Shareholders
We must hold our Annual General Meeting each year
within 15 months of the previous Annual General Meeting
and in any event not later than six months after the end
of each accounting year. We give written notices to allmembers and, in addition, give public notice of general
meetings of shareholders in a daily newspaper.
Voting Rights
At a general meeting upon a show of hands, every
member holding shares and entitled to vote and present
in person has one vote. Each shareholder entitled to voteand present in person or by proxy is in the same
proportion as the capital paid-up on each share held by
such holder bears to the total paid-up capital. The
Chairman of the meeting has a casting vote. The
8/8/2019 Term Paper of Law Paper
http://slidepdf.com/reader/full/term-paper-of-law-paper 11/18
instrument appointing a proxy is required to be lodged
with the company at least 48 hours before the time of the
meeting.
PROSPECTUS OF INNOVATION
AUTOMOBILES LTD.
Part I
General Information
Registered Office:
Innovation Automobiles Ltd.
Near Malhotra Hospital,
Banga Road,
Phagwara.
Corporate Office:
54, Model town Jalandhar
Government Approvals
The Company was incorporated on 1stNovember 09and received Certificate of Commencement of Business on 30th November 09.
8/8/2019 Term Paper of Law Paper
http://slidepdf.com/reader/full/term-paper-of-law-paper 12/18
ListingInitial Application has been made to The Stock
Exchange, Mumbai.
Names and Addresses of Auditors,Registrars, Debenture, Trustees,
AuditorsM/s. DK Gera & Co.Chartered Accountants706/708, Sharda ChambersChandigarh
Registrars to the issueIndia bulls financial ServicesSatam Estate, 3rd Floor,Above Bank of Baroda,Chapala, Andrei [East]Mumbai 400 099
Trustees to the Debenture holders:UTI Bank Ltd.Merchant Banking Division111, Maker tower ‘F’Patiala.
Capital Structure
Authorized Rs 500,000,000
Issued Rs 480,000,000
Subscribed Rs 450,000,000
8/8/2019 Term Paper of Law Paper
http://slidepdf.com/reader/full/term-paper-of-law-paper 13/18
Details regarding Shareholders
Sr.N
o.
Name of Sharehol
ders
SharesHeld(in
numbers)
% Stake(intotal)
1
Anshul jain 5000000 25
2
Samidha Singh 5000000 25
3 Abhishek
Chaudhary
5000000 25
4 Raiaz Ahmed 5000000 25
PARTICULARS OF THE ISSUE
Objects of the Borrowing To augment the resources of the Company formeeting ongoing long term working capitalRequirements
Promoters and their backgroundAnshul Jain
Samidha Singh
8/8/2019 Term Paper of Law Paper
http://slidepdf.com/reader/full/term-paper-of-law-paper 14/18
Set up in 2009 to make luxury and multipurpose
vehicles for the Indian market.
Today Innovation Automobile has two main operating
divisions: The Automotive Division manufactures utilityvehicles, light commercial vehicles and threewheelers.
The Tractor (Farm Equipment) Division makesagricultural tractors and implements that are used inconjunction with tractors. This division has alsoventured into manufacturing of industrial engines.
Board of Directors
The Company's current Board of Directors is as
follows:
Mr. Anshul JainMiss. Samidha SinghMr. Abhishek ChaudharyMr. Raiaz AhmedMr. David FriedmanMr. V. K. ChananaMr. B. R. GuptaMr. Narayanan VaghulDr. A. S. GanglyMr. R.K. Kulkarni
Mr. Anupam PuriMr. Bharat Doshi
Risk Management
8/8/2019 Term Paper of Law Paper
http://slidepdf.com/reader/full/term-paper-of-law-paper 15/18
Several important steps were taken to evolve a riskmanagement system compatible with the type andsize of the Company’s operations as well as themanagement's risk perceptions.
STOCK MARKET DATA The Issuer is an unlisted company and market data
of stock exchange is not available
DISCLOSURE ON INVESTOR GRIEVANCESAND REDRESSAL SYSTEM
To ensure that Investors grievances are attended toexpeditiously it will be handled by:Mr. Nitin Shah
TreasurerInnovation Automobiles Ltd.Sadhana House, 2nd Floor,
Jalandhar, PunjabPhone No. : 09023128737Fax No.: 0181-24900728E mail: nitinshah@innovation.com
The details regarding normal time taken for disposal
of various types of investor’s grievances isGiven below:1 Change of Address:2 days2 Issuance of duplicate Debenture Certificate: 30days
8/8/2019 Term Paper of Law Paper
http://slidepdf.com/reader/full/term-paper-of-law-paper 16/18
3 Non receipts of Interest warrants:
2 days
Part II
ConsentM/s B.K.Khare & Co, Chartered Accountants, theStatutory Auditors of the Company has their writtenconsent to their report being included in the form
and content in which it appears in thisInformation Memorandum
Procedure and Time Schedule forallotment and issue of certificates.Debentures would be allotted by Committee of Directors of the Company and Letter of Allotment
Would be issued / credited within 21 days from dateof allotment and Debenture Certificates inPhysical/ Dematerialized form would be issued /credited within 3 months from the date of Allotment.
Bankers to the Company
1. State Bank of IndiaNariman Point, Mumbai
2. Union Bank of IndiaNariman Point, Mumbai
3. Corporation Bank
8/8/2019 Term Paper of Law Paper
http://slidepdf.com/reader/full/term-paper-of-law-paper 17/18
New Delhi4. Punjab National Bank
Banga Road, Phagwara
5. Canara BankWorli, Mumbai
6. Indian Overseas BankNariman Point, Mumbai
7. Standard Chartered BankFort, Mumbai
Agreements of Innovation
Automobile Ltd. company
Company has signed two agreements with
1. Heights construction Company Ltd.
2. Beahead Media Company Pvt. Ltd.
HEIGHTS CONSTRUCTION COMPANY
LTD.
8/8/2019 Term Paper of Law Paper
http://slidepdf.com/reader/full/term-paper-of-law-paper 18/18
Heights Company has agreed to make
our factories in two places within the
time period of two years
It should be of good quality.
The contract is of Rs 10 cr per factory.
MOU has been signed on 2ndDec09.
BEAHEAD MEDIA COMPANY PVT. LTD.
Beahead Media company Pvt. Ltd. has
agreed to promote our products to the
desired consumers.
The agreement is of one year.
The contract is of Rs 50 cr.
The MOU has been signed on 3rd Dec 09
Recommended