Term Paper of Law Paper

CBL Term Paper
FORMATION OF PUBLIC
Ltd. AUTOMOBILE
COMPANY
SUBMITTED TO
SUBMITTED BY
MR R.S DEOL SAMIDHA
SINGH
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. of
Consent to act as d
Name of company ..
Presented by ..........
To the Reg
I, the under
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 % Stake(in

Sharehol Held(in total)
Sr.N
ders numbers)
o.
Anshul jain 5000000 25
Samidha Singh 5000000 25
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: [email protected]
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
3. Corporation Bank
New Delhi
4. Punjab National Bank
Banga Road, Phagwara
5. Canara Bank
Worli, Mumbai
6. Indian Overseas Bank
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 Term Paper

2. REGISTERED OFFICE LOCATION:

To make multipurpose vehicles and luxury

Following are the Forms are to be filled

Calls on Shares, Pre-Emptive Rights and

Names and Addresses of Auditors,

Trustees to the Debenture holders:

Name of Shares % Stake(in

Samidha Singh 5000000 25

4 Raiaz Ahmed 5000000 25

PARTICULARS OF THE ISSUE

Promoters and their background

STOCK MARKET DATA

DISCLOSURE ON INVESTOR GRIEVANCES

Procedure and Time Schedule for

Bankers to the Company

Company has signed two agreements with

HEIGHTS CONSTRUCTION COMPANY

BEAHEAD MEDIA COMPANY PVT. LTD.

 Beahead Media company Pvt. Ltd. has

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