term paper of law paper

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



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



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



Registration No.

Consent to act



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.



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



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.



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



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



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



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: [email protected]

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

mailto:[email protected]

mailto:[email protected]



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



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.



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

term paper of law paper

Documents