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CBL Term Paper

FORMATION OF PUBLIC LTd.
   AUTOMOBILE COMPANY


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
FORM NO 29
Registration No. of Company ........................                          Nominal Capital Rs. ...................................
                                                    THE COMPANIES ACT, 1956
 Consent to act as director of a company and/or undertaking to take and pay for qualification shares
                                      [pursuant to section 264(2)/266(I)(a) and 266(1)(b)(iii)]
Name of company .............................................. Limited ..........................................
Presented by ..................................................................................................................
              To the Registrar of Companies .......................................................................
              I, the undersigned, hereby testify my consent to act as director of the .......................... limited,
................................ pursuant to section 264(2)/266(1)(a) of the Companies Act, 1956 and certify that I
have not been disqualified to act as a director under sections 267 and/or 274 of the Companies Act, 1956.
              I, the undersigned having consented to act as director of the .............................. Limited, also
hereby undertake to take from the said company and pay for .................... shares of Rs. ................. each,
being the number/value of the shares prescribed as the qualification shares for the office of director of the
said company.
 Name and surname                     Address              Occupation                 Date of birth                Nationality     Signature
 in full and father’s
           names
               1                          2                        3                           4                           5           6



                                                                                                      Signature ..............................
                                                                                                      Designation ...........................
Dated the ........................... day of .................... 19
Notes: (1) Delete the portion not applicable.
       (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.
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 different classes 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 Board recommends the
payment of a dividend, the shareholders at a general meeting have no
power to declare any dividend. Subject to certain conditions laid down
by Section 205 of the Companies Act, no dividend can be declared or
paid by a company
Under 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 and Alteration 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 so made 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 all members 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 vote and 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 09 and received
    Certificate of Commencement of Business on 30th November 09.

    Listing
    Initial Application has been made to The Stock Exchange, Mumbai.

      Names and Addresses of Auditors, Registrars,
            Debenture, Trustees, Auditors
M/s. DK Gera & Co.
Chartered Accountants
706/708, Sharda Chambers
Chandigarh
Registrars to the issue
    India bulls financial Services
    Satam Estate, 3rd Floor,
    Above Bank of Baroda,
    Chapala, Andrei [East]
    Mumbai 400 099

Trustees to the Debenture holders:
    UTI Bank Ltd.
    Merchant Banking Division
    111, Maker tower ‘F’
    Patiala.



  Capital Structure
    Authorized                   Rs 500,000,000

    Issued                       Rs 480,000,000

    Subscribed                   Rs 450,000,000

  Details regarding Shareholders


             Name of      Shares Held(in              % Stake(in total)
             Shareholders numbers)
    Sr.No.
                   Anshul jain              5000000                  25

         1

                 Samidha Singh              5000000                  25
2

         3          Abhishek           5000000               25
                   Chaudhary



         4        Raiaz Ahmed          5000000               25




    PARTICULARS OF THE ISSUE
Objects of the Borrowing
    To augment the resources of the Company for meeting ongoing
    long term working capital
    Requirements

    Promoters and their background
    Anshul 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 utility vehicles, light
    commercial vehicles and three wheelers.
    The Tractor (Farm Equipment) Division makes agricultural tractors
    and implements that are used in conjunction with tractors. This
    division has also ventured into manufacturing of industrial
    engines.
Board of Directors
   The Company's current Board of Directors is as follows:

   Mr. Anshul Jain
   Miss. Samidha Singh
   Mr. Abhishek Chaudhary
   Mr. Raiaz Ahmed
   Mr. David Friedman
   Mr. V. K. Chanana
   Mr. B. R. Gupta
   Mr. Narayanan Vaghul
   Dr. A. S. Gangly
   Mr. R.K. Kulkarni
   Mr. Anupam Puri
   Mr. Bharat Doshi


Risk Management
   Several important steps were taken to evolve a risk management
   system compatible with the type and size of the Company’s
   operations as well as the management's risk perceptions.


STOCK MARKET DATA
   The Issuer is an unlisted company and market data of stock
   exchange is not available
DISCLOSURE ON INVESTOR GRIEVANCES AND
              REDRESSAL SYSTEM

   To ensure that Investors grievances are attended to expeditiously
   it will be handled by:
   Mr. Nitin Shah
   Treasurer
   Innovation Automobiles Ltd.
   Sadhana House, 2nd Floor,
   Jalandhar, Punjab
   Phone No. : 09023128737
   Fax No.: 0181-24900728
   E mail: nitinshah@innovation.com

   The details regarding normal time taken for disposal of various
   types of investor’s grievances is
   Given below:
   1 Change of Address:                              2 days
   2 Issuance of duplicate Debenture Certificate:    30 days
   3 Non receipts of Interest warrants:               2 days


                             Part II


Consent
   M/s B.K.Khare & Co, Chartered Accountants, the Statutory
   Auditors of the Company has their written consent to their
   report being included in the form and content in which it
   appears in this
   Information Memorandum
Procedure and Time Schedule for allotment 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 date of allotment
    and Debenture Certificates in
    Physical/ Dematerialized form would be issued / credited within 3
    months from the date of
    Allotment.


Bankers to the Company
1. State Bank of India
   Nariman Point, Mumbai
2. Union Bank of India
   Nariman Point, Mumbai
3. Corporation Bank
    New Delhi
4. Punjab National Bank
    Banga Road, Phagwara
5. Canara Bank
   Worli, Mumbai
6. Indian Overseas Bank
   Nariman Point, Mumbai
7. Standard Chartered Bank
   Fort, 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

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CBL LAW

  • 1. CBL Term Paper FORMATION OF PUBLIC LTd. AUTOMOBILE COMPANY SUBMITTEd TO SUBMITTEd BY MR R.S DEOL sonu kumar ROLL NO.RT1903A67 REG. NO-10907368 MBA 1st Sem.
  • 2. 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
  • 3. 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
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  • 7. FORM NO 29 Registration No. of Company ........................ Nominal Capital Rs. ................................... THE COMPANIES ACT, 1956 Consent to act as director of a company and/or undertaking to take and pay for qualification shares [pursuant to section 264(2)/266(I)(a) and 266(1)(b)(iii)] Name of company .............................................. Limited .......................................... Presented by .................................................................................................................. To the Registrar of Companies ....................................................................... I, the undersigned, hereby testify my consent to act as director of the .......................... limited, ................................ pursuant to section 264(2)/266(1)(a) of the Companies Act, 1956 and certify that I have not been disqualified to act as a director under sections 267 and/or 274 of the Companies Act, 1956. I, the undersigned having consented to act as director of the .............................. Limited, also hereby undertake to take from the said company and pay for .................... shares of Rs. ................. each, being the number/value of the shares prescribed as the qualification shares for the office of director of the said company. Name and surname Address Occupation Date of birth Nationality Signature in full and father’s names 1 2 3 4 5 6 Signature .............................. Designation ........................... Dated the ........................... day of .................... 19 Notes: (1) Delete the portion not applicable. (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.
  • 8. 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 different classes 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 Board recommends the payment of a dividend, the shareholders at a general meeting have no power to declare any dividend. Subject to certain conditions laid down by Section 205 of the Companies Act, no dividend can be declared or paid by a company Under 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.
  • 9. Calls on Shares, Pre-Emptive Rights and Alteration 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 so made 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 all members 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 vote and 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.
  • 10. 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 09 and received Certificate of Commencement of Business on 30th November 09. Listing Initial Application has been made to The Stock Exchange, Mumbai. Names and Addresses of Auditors, Registrars, Debenture, Trustees, Auditors M/s. DK Gera & Co. Chartered Accountants 706/708, Sharda Chambers Chandigarh
  • 11. Registrars to the issue India bulls financial Services Satam Estate, 3rd Floor, Above Bank of Baroda, Chapala, Andrei [East] Mumbai 400 099 Trustees to the Debenture holders: UTI Bank Ltd. Merchant Banking Division 111, Maker tower ‘F’ Patiala. Capital Structure Authorized Rs 500,000,000 Issued Rs 480,000,000 Subscribed Rs 450,000,000 Details regarding Shareholders Name of Shares Held(in % Stake(in total) Shareholders numbers) Sr.No. Anshul jain 5000000 25 1 Samidha Singh 5000000 25
  • 12. 2 3 Abhishek 5000000 25 Chaudhary 4 Raiaz Ahmed 5000000 25 PARTICULARS OF THE ISSUE Objects of the Borrowing To augment the resources of the Company for meeting ongoing long term working capital Requirements Promoters and their background Anshul 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 utility vehicles, light commercial vehicles and three wheelers. The Tractor (Farm Equipment) Division makes agricultural tractors and implements that are used in conjunction with tractors. This division has also ventured into manufacturing of industrial engines.
  • 13. Board of Directors The Company's current Board of Directors is as follows: Mr. Anshul Jain Miss. Samidha Singh Mr. Abhishek Chaudhary Mr. Raiaz Ahmed Mr. David Friedman Mr. V. K. Chanana Mr. B. R. Gupta Mr. Narayanan Vaghul Dr. A. S. Gangly Mr. R.K. Kulkarni Mr. Anupam Puri Mr. Bharat Doshi Risk Management Several important steps were taken to evolve a risk management system compatible with the type and size of the Company’s operations as well as the management's risk perceptions. STOCK MARKET DATA The Issuer is an unlisted company and market data of stock exchange is not available
  • 14. DISCLOSURE ON INVESTOR GRIEVANCES AND REDRESSAL SYSTEM To ensure that Investors grievances are attended to expeditiously it will be handled by: Mr. Nitin Shah Treasurer Innovation Automobiles Ltd. Sadhana House, 2nd Floor, Jalandhar, Punjab Phone No. : 09023128737 Fax No.: 0181-24900728 E mail: nitinshah@innovation.com The details regarding normal time taken for disposal of various types of investor’s grievances is Given below: 1 Change of Address: 2 days 2 Issuance of duplicate Debenture Certificate: 30 days 3 Non receipts of Interest warrants: 2 days Part II Consent M/s B.K.Khare & Co, Chartered Accountants, the Statutory Auditors of the Company has their written consent to their report being included in the form and content in which it appears in this Information Memorandum
  • 15. Procedure and Time Schedule for allotment 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 date of allotment and Debenture Certificates in Physical/ Dematerialized form would be issued / credited within 3 months from the date of Allotment. Bankers to the Company 1. State Bank of India Nariman Point, Mumbai 2. Union Bank of India Nariman Point, Mumbai 3. Corporation Bank New Delhi 4. Punjab National Bank Banga Road, Phagwara 5. Canara Bank Worli, Mumbai 6. Indian Overseas Bank Nariman Point, Mumbai 7. Standard Chartered Bank Fort, Mumbai
  • 16. 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.
  • 17. 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