Due Diligence Report
| Updated at | March 2010 |
The Legal Due Diligence Report is based on the documents supplied to us by the Companies.
DUE DILIGENCE REPORT
New EraTechnology Limited
-
Organisation and Existence
1.1Enlightenment Limited, (hereinafter "the Company") was incorporated on.............................. in the name of............................................................Pvt. Ltd., as a private limited company under the Indian Companies Act, 1956 (hereinafter the ''Act'').
1.2.1 The Company became a partner in a partnership firm calledBlaze Technologies/Blazeen Engineering Company in............................... The said partnership firm was dissolved on....................... and the Company became entitled to the said business and its assets and goodwill together with the ownership rights to the business premises and have been accordingly continuing the said business on their own account from the date of dissolution of the said partnership firm. A copy of the Deed of Dissolution, dated.............................. is annexed hereto as Annexure 1
1.2.2 The name of the Company was changed from..............................Pvt. Ltd. to............................... Ltd. A copy of the fresh Certificate of Incorporation consequent to change of name of the Company, dated.............................. is annexed hereto as Annexure 2.
1.3.1 The Registered Office of the Company is situated in the State of..............................at the following address:
..............................
..............................
..............................
1.3.2 According to Clause III (A) of the memorandum of association of the Company, the Main Objects to be pursued by the Company on its incorporation are:
1.3.3 The Objects clause III (B) in the Memorandum of Association of the Company includes objects incidental and ancillary to the attainment of the main objects and other objects. A copy of the Memorandum of Association is annexed hereto as Annexure 3.
1.3.4 According to clause IV of the memorandum of association, the liability of the members of the Company is limited.
1.3.5 According to clause V.A. of the memorandum of association, the authorised share Capital of the Company is Rs................(Rupees..........................) divided into...............(number of equity shares) equity shares of Rs................(Rupees..............................) each.
-
Share Capital
2.1 As on ___________, the Authorised Share Capital of the Company was Rs................[amount] divided into [quantity of equity shares] equity shares of Rs..[amount] each.
2.2 As on ___________, the issued subscribed and paid-up Capital of the Company was Rs................[amount] divided into (Quantity of equity shares) equity shares of Rs................[amount] each, fully paid-up.
2.3 There are no restrictions under the memorandum of association on changes in the capital structure of the Company.
-
Internal Regulations
3.1 The internal regulations of the Company are contained in the Articles of Association (hereinafter ''the Articles''). A copy of the articles of association is annexed hereto as Annexure 41.
3.2 The regulations contained in Table ''A'' to the Act, shall not apply to the Company except as adopted by the articles.
3.3 The articles authorise the Company to issue shares at a premium or at par or subject to the provisions of section 79 of the Act, at a discount and "to give to any person the option to call for or be allotted any shares either at par or at a premium during such time and for such consideration as the Board thinks fit.
3.4 Certain restrictions are placed on the transfer of shares to a person who is not a member of the Company. Therefore, a member desirous of selling his shares shall offer the same to the existing members at the first instance by giving a notice to the Board of Directors. However, such restrictions shall not apply to transfer of shares to existing members or to a person selected by the Board and in certain other cases.
3.5 Article 29 provides that "the Directors may, in their...
To continue reading
Request your trial