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CBL Term PaperFORMATION OF PUBLIC LTd.   AUTOMOBILE COMPANYSUBMITTEd TO    SUBMITTEd BYMR R.S DEOL    sonu kumar          ...
Memorandum of Association   1.   Name of the company :        Innovation Automobile Company Limited.Bojaj automobile limit...
4. Objectives:     To make multipurpose vehicles and luxury    vehiclesShould protect the interest of shareholders  Follow...
FORM NO 29Registration No. of Company ........................                          Nominal Capital Rs. .................
ARTICLES OF ASSOCIATION OF INNOVATION                    AUTOMOBILE LTD.Share CapitalAuthorized Share Capital is Rs 500,00...
Calls on Shares, Pre-Emptive Rights and Alteration ofShare CapitalUnder the Companies Act, the Board of Directors may from...
PROSPECTUS OF INNOVATION AUTOMOBILES LTD.                               Part I General Information    Registered Office:  ...
Registrars to the issue    India bulls financial Services    Satam Estate, 3rd Floor,    Above Bank of Baroda,    Chapala,...
2         3          Abhishek           5000000               25                   Chaudhary         4        Raiaz Ahmed ...
Board of Directors   The Companys current Board of Directors is as follows:   Mr. Anshul Jain   Miss. Samidha Singh   Mr. ...
DISCLOSURE ON INVESTOR GRIEVANCES AND              REDRESSAL SYSTEM   To ensure that Investors grievances are attended to ...
Procedure and Time Schedule for allotment and issue of                    certificates.    Debentures would be allotted by...
Agreements of Innovation Automobile Ltd.                    companyCompany has signed two agreements with 1. Heights const...
BEAHEAD MEDIA COMPANY PVT. LTD.         Beahead Media company Pvt. Ltd. has agreed to          promote our products to th...
CBL LAW
CBL LAW
CBL LAW
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CBL LAW

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CBL LAW

  1. 1. CBL Term PaperFORMATION OF PUBLIC LTd. AUTOMOBILE COMPANYSUBMITTEd TO SUBMITTEd BYMR R.S DEOL sonu kumar ROLL NO.RT1903A67 REG. NO-10907368 MBA 1st Sem.
  2. 2. Memorandum of Association 1. Name of the company : Innovation Automobile Company Limited.Bojaj automobile limited: cannot be registered because it is similar tothe existing company.Mahatma Automobiles Company: cannot be registered because underemblem act such names cannot be used.Kingfisher automobile company: cannot be registered since this name isalready used. 2. REGISTERED OFFICE LOCATION:It is Located in PUNJABJurisdiction 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. 3. 4. Objectives: To make multipurpose vehicles and luxury vehiclesShould protect the interest of shareholders Following are the Forms are to be filled for the formation of Public Limited Company
  4. 4. FORM NO 29Registration 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 Ihave 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, alsohereby 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 thesaid 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 .................... 19Notes: (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.
  5. 5. ARTICLES OF ASSOCIATION OF INNOVATION AUTOMOBILE LTD.Share CapitalAuthorized Share Capital is Rs 500,000,000 divided into 50,000,000ordinary shares of Rs.10 each.Under the Companies Act, as well as our Articles of Association, if ourshare capital is divided into different classes of shares, all or any of therights or privileges attached to each class of shares may be varied,modified or abrogated with the consent in writing of the holders of notless than three-fourths of the issued shares of that class.Dividends Under the Companies Act, unless the Board recommends thepayment of a dividend, the shareholders at a general meeting have nopower to declare any dividend. Subject to certain conditions laid downby Section 205 of the Companies Act, no dividend can be declared orpaid by a companyUnder our Articles of Association, the shareholders at a generalmeeting may declare a lower, but not higher, dividend than thatrecommended by the Board. Dividends must be paid within 30 daysfrom 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.
  6. 6. Calls on Shares, Pre-Emptive Rights and Alteration ofShare CapitalUnder the Companies Act, the Board of Directors may from time totime make such calls as they think fit upon the members of theCompany in respect of all moneys unpaid on the shares held by themrespectively and each member is required to pay the amount of everycall so made on him to the Company.Meetings of ShareholdersWe must hold our Annual General Meeting each year within 15 monthsof the previous Annual General Meeting and in any event not later thansix months after the end of each accounting year. We give writtennotices to all members and, in addition, give public notice of generalmeetings of shareholders in a daily newspaper.Voting RightsAt a general meeting upon a show of hands, every member holdingshares and entitled to vote and present in person has one vote. Eachshareholder entitled to vote and present in person or by proxy is in thesame proportion as the capital paid-up on each share held by suchholder bears to the total paid-up capital. The Chairman of the meetinghas a casting vote. The instrument appointing a proxy is required to belodged with the company at least 48 hours before the time of themeeting.
  7. 7. 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, AuditorsM/s. DK Gera & Co.Chartered Accountants706/708, Sharda ChambersChandigarh
  8. 8. Registrars to the issue India bulls financial Services Satam Estate, 3rd Floor, Above Bank of Baroda, Chapala, Andrei [East] Mumbai 400 099Trustees 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
  9. 9. 2 3 Abhishek 5000000 25 Chaudhary 4 Raiaz Ahmed 5000000 25 PARTICULARS OF THE ISSUEObjects 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.
  10. 10. Board of Directors The Companys 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 DoshiRisk 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 managements risk perceptions.STOCK MARKET DATA The Issuer is an unlisted company and market data of stock exchange is not available
  11. 11. 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 IIConsent 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
  12. 12. 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 Company1. State Bank of India Nariman Point, Mumbai2. Union Bank of India Nariman Point, Mumbai3. Corporation Bank New Delhi4. Punjab National Bank Banga Road, Phagwara5. Canara Bank Worli, Mumbai6. Indian Overseas Bank Nariman Point, Mumbai7. Standard Chartered Bank Fort, Mumbai
  13. 13. Agreements of Innovation Automobile Ltd. companyCompany 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.
  14. 14. 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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