Free Essay

Memorandum of Association

In:

Submitted By yashmurarka
Words 3267
Pages 14
Ennore Port Limited
(A Govt of India Undertaking)
First Floor, 23, Rajaji Salai, Chennai – 600 001.

ASSESSMENT OF PROJECT AND FINANCIAL RISKS FOR ENNORE PORT

Tender No. EPL/FIN/2008/1

1

Invitation to Bid For Assessment of Project and Financial Risks for Ennore Port 1 Ennore Port Limited (EPL) intends to engage a consultant for Assessment of Project and Financial Risks and invites sealed bids from eligible bidders. 2 The tender document, including the Qualifying Requirements, can be obtained from the Ennore Port Limited, First Floor, 23, Rajaji Salai, Chennai – 600001 against payment of an amount of Rs.520.00 (Rupees Five Hundred Twenty only) including 4 % VAT, through a crossed Bank Demand Draft / Banker’s Cheque, in favour of ‘Ennore Port Limited’. The tender document, including the Qualifying Requirements, can also be downloaded from the EPL website, www.ennoreport.gov.in but an amount of Rs.520.00 (Rupees Five Hundred Twenty only), through a crossed Bank Demand Draft / Banker’s Cheque, in favour of ‘Ennore Port Limited’, shall invariably be required to be submitted along with the Bid. 3 The time line for the bid process is as follows: Issue of Tender Last Date & Time for receipt of Bid 13th October 2008 30th October 2008 at 1400 hoours

Date & Time of Opening of Technical Bids 30th October 2008 at 1500 hours Date & Time of Opening of Financial Bids Address for Communication To be notified later to the eligible bidders. Dy General Manager (Finance) & Secretary, Ennore Port Limited, First Floor, 23, Rajaji Salai, Chennai – 600 001.

2

4 4.1

MINIMUM QUALIFYING REQUIREMENTS: The bidder should be a firm or a company having a minimum average annual turnover of Rupees five crores (Indian operations-from the consultancy business only) during the last three financial years.

4.2

The bidder should have successfully completed at least two (2) assignments with proven experience in carrying out Project Risks / Financial Risks study / analysis during the past five (5) years in power / telecom / infrastructure / FIs / Banking sectors.

4.3

The bidder should have minimum of three (3) full time consultants working in the firm.

4.4

The task team consisting of minimum two (2) identified members each having post qualification experience of at least ten (10) years or more on assignments in power / telecom / infrastructure / FIs / Banking sectors.

4.5

Further, members to have experience of studying risk analysis which may include identification of various risks, risk mitigation measures and action plans for the implementation of the same and the members should have completed at least two assignments during the last five (5) years.

4.6 4.7 4.8

Bidder must be having its Registered Office with legal presence in India. No consortium/ sub contracting shall be allowed to / with other firms. The Bidder shall submit all necessary documentary evidence to establish that the Bidder meets the Qualifications Requirements as detailed above.

4.9

No further discussion / interface will be granted to bidders whose bids have been disqualified. Ennore Port Limited reserves the right to accept or reject in part or full any or all the offers without assigning any reason whatsoever.

3

5 5.1

TWO PART BIDDING The Proposals shall be prepared in two parts viz. Technical Bid and Financial Bid and shall be submitted in the following manner, in separate sealed envelopes in two copies, one marked as ORIGINAL and other copy marked as DUPLICATE with both copies duly signed and stamped on each page. The envelopes should be duly superscribed as follows: i. ii. Technical Bid (Unpriced Part) : Part A Financial Bid : Part B

5.2

Technical Bid

5.2.1 The Technical Bid should be submitted, preferably, in a bound form and all pages continuously and serially numbered as one document and shall comprise the following: i. The complete Qualifying Data as required in Clause 4 Qualifying Requirements. ii. iii. Bid proposals as per Form 1. Copy of audited / provisional Balance Sheet and Profit & Loss Statement for the last 3 years. iv. Rs.520/- (Rupees Five Hundred Twenty only) towards tender document cost in the form of Demand Draft / Bankers’ Cheque, if downloaded from the website. 5.3 Financial Bid

5.3.1 This part shall contain only Price Bid as per the bid Form 2. It is to be noted that the sealed envelope containing this part shall contain only price and no conditions whatsoever. Any conditions given in this part shall not be considered and if insisted upon by the bidder shall render the Bid liable for rejection.

4

5.3.2 The Bidder shall quote in the appropriate Form lumpsum price (excluding Service Tax, if any, which will be reimbursed at actual rates, if applicable) for the entire scope of work covered under the RFP document. 6 6.1 Scope of Assignment Assessment of Project and Financial Risks • On own projects – i.e. Project being executed by EPL. • On projects executed by BOT Operators. • On projects considering the present and future business environment. • To scan internal and external risk assessment of the projects and suggest mitigation measures and action plan for implementation of the recommendation. • SWOT analysis, identification of risks, strategies and action plan. 7 7.1 DELIVERABLES Inception Report and Presentation – This will be provided within 7 days from the date of award. The consultant will describe the methodology being employed in conducting the assignment, identify any modifications to the proposed approach resulting from information gathered in the initial week, describe how counterpart staff are integrated into the activities being performed and identify any problems or issues related to obtaining data for the analysis. 7.2 Draft Final Report – This is to be provided within 45 days from the date of award. The draft Report will provide the project and financial risks and recommend actions. 7.3 Final Report – Comments on the draft final report will be taken into account in preparing the final report. The final report is to be provided within 60 days from the date of award.

5

7.4

Any other deliverables, which are not specifically mentioned above but are found to be necessary during the assignment for successful completion of the assignment to the satisfaction of EPL.

7.5

At each stage, as desired by EPL, the consultant shall be required for interaction and attend review meetings / make presentations to EPL or any other agency at a time and place intimated by the Owner.

7.6

The Consultant shall work in close co-ordination with EPL, other consultants appointed by EPL and other agencies as may be required for satisfactory completion of the assignment.

7.7 7.8 7.9

Ten (10) sets of each of the above deliverables, will be submitted to EPL. All meetings and presentations will be held at places to be notified by EPL. All the data / inputs forming part of the final report must indicate the sources.

7.10 EPL shall be the owner of all these deliverables / inputs. 8 TERMS OF PAYMENT The payments would be released as per the following terms after achieving the milestones indicated therein: 8.1 Submission of the Inception Report by the consultant to the satisfaction of EPL : 20 % of contract value. 8.2 After submission of draft Final Report by the consultant to the satisfaction of EPL : 20% of contract value 8.3 After submission of Final Report by Consultant to the satisfaction of EPL : 30% of contract value 8.4 After acceptance of Final Report by EPL : 30% of contract value

6

9

EPL’s RIGHT TO ACCEPT ANY BID AND TO REJECT ANY OR ALL BIDS:

9.1

EPL reserves the right to accept or reject any bid, and to annul the entire or part of bidding process and reject all bids at any time prior to award of Contract, without thereby incurring any liability to the affected Bidder of Bidders or any obligation to inform the affected Bidder or Bidders of the grounds for the EPL’s action.

10

TIME SCHEDULE

10.1 Time is the essence of the contract. The entire work under the Assignment is scheduled to be completed in all respect within 60 days from the date of award of contract.

7

Form 1 PARTICULARS OF THE FIRM AND ASSIGNMENTS CARRIED OUT BY THE FIRM
1. Name & Address of the Organisation :

2. Brief Description / Profile of the Organisation : 3. Outline of experience on assignments for power / telecom / infrastructure / FIs / Banks # : S. Name of No. Assignment 1 2 3 Date of Date of Commencement Completion Scope in brief Name of the task team members

Client

4. No. of consultants in the firms & their Bio-Data 5. Name & Profile of task team members

: :

6. Annual turnover during the last three financial years # 2007-08 2006-07 2005-06 Total Average Annual Turnover : : : ----------------: ----------------: -----------------

(Signature) Full Name: ______________ Address: _______________ Note: # Please attach documentary proof. 8

Form 2 (Financial Bid)
From _________________ _________________ _________________ _________________ Sir, Sub: Financial Bid for assessment of Project and Financial Risks for Ennore Port. Ref: Tender No.EPL/FIN/2008/1 We _______________________________________ consultant/consultancy firm To Dy. General Manager (Fin) & Secy. Ennore Port Limited First Floor, 23, Rajaji Salai, Chennai – 600 001

herewith enclose Financial Bid for selection of our firm as consultant for assisting EPL . The lump sum charges/price inclusive of tours, travel, out of pocket, accommodation and all related expenses for carrying out the entire scope of work is Rs. __________ (Rupees ________________________________). Service Tax and educational cess as applicable on the date(s) of payment(s) shall be paid over and above the price by EPL. The offer is valid for a period of 60 days from the date of opening of Bid.

Yours truly,

(Signature) Full Name: ______________ Address: _______________

9

Information Memorandum Introduction Ennore Port was developed from a green field situation in East Coast of India at a distance of about 20km to the north of Chennai Port. This was declared as a Major Port under the Indian Ports Act, 1908 in March 1999 and incorporated as a Company ( Ennore Port Limited) under the Companies Act, 1956 in October, 1999. The Port was

commissioned in June, 2001 with two dedicated coal berths with 15m alongside depth and since then handles about 8.5 to 9 Million Tonnes of thermal coal per annum for the power stations of Tamil Nadu Electricity Board (TNEB). The Port also handle small quantities of Iron ore and POL through temporary facilities. The Port has initiated action for development of terminals through private sector participation to handle liquids, coal, iron ore and containers. The Port Management is functioning as a Land Lord Port with essential core staff. Vision, Goals and Strategy The Management vision for the next 20 years is that: Develop as a mega port with world class facilities to become the Eastern gateway Port of India. The goal for the next 7 years is : To execute the following projects selected to meet the traffic demands and to provide the supporting infrastructure. Projects : • • • • • Marine Liquid Terminal Coal Terminal Iron Ore Terminal Container Terminal Multi purpose General Cargo Berth

10

Supporting Infrastructure • Dredging the areas of marine liquid, coal, iron ore and container berths in phases synchronising with the construction schedules of the berths. • • Establish Road and rail connectivity for evacuation of cargo. Develop other common infra-structure to improve port’s attractiveness.

Strategy: • • • • Develop Cargo terminals through private sector participation. Undertake support infra-structure works through EPL financing. Acquire additional lands to support the long term developments. Co-ordinate with the concerned State and Central Government Departments to improve connectivity. • • • Maximise utilisation of the existing assets and increase revenue earnings. Obtain Government funds for capital dredging. Develop core manpower.

DEVELOPMENT PLANS (A) BOT PROJECTS – CARGO TERMINALS :

Marine Liquid Terminal (3 MTPA): The Licence Agreement was signed in November 2004 with Ennore Tank Terminal Private Limited (a SPV of IMC Limited and L & T Limited) for a period of 30 years on Built Operate and Transfer basis (BOT) with Revenue Share of 21.678% to EPL. The period of project construction is 24 months and the construction work is in progress. The approved project cost is about Rs.200 crores. As per schedule submitted by the Licensee, the project would be completed by the end of December 2008.

11

Coal Terminal (8 MTPA for Non TNEB users): The Licence Agreement was signed with M/s. Chettinad International Coal Terminal Private Limited on 14th September 2006 for the development of Coal Terminal with Revenue Share of 52.524% to EPL. The approved project cost is Rs.400 crores. The project has a construction period of 30 months and expected to be commissioned by August 2010. Iron Ore Terminal (12 MTPA): The Licence Agreement was signed with M/s. SICAL Iron Ore Terminals Limited on 23rd September 2006 for the development of Iron Ore Terminal with Revenue Share of 51.6% to EPL. The approved project cost is Rs.480 crores. The project has a construction period of 30 months and expected to be commissioned by August 2010. Container Terminal (1.5 MTEUs / 18 MTPA): Public Private Partnership Appraisal Committee (PPPAC) accorded in-principle approval on 23rd October 2007 for the development of Container Terminal. The project cost is estimated about Rs.1400 crores to build Terminal facilities to handle about 1.5 MTEU (18 MTPA). The Environmental Clearance was received for 1000 m quay length. The Request for Qualification (RFQ) document has been prepared through services of M/s SBI Capital Markets Limited, the Project Management Consultant in line with the “Guidelines for pre-qualification of bidders for PPP Projects”. After approval, the NIT was published on 7th March 2008 for selection of bidders. 62 Applicants purchased the RFQ document. Out of them, 22 Applicants have submitted their Applications for shortlisting and the same were opened at 14.00 hours on 20th May 2008. Six applicants were short-listed with the approval of the Board of Directors of EPL on 27.06.08. The RFP document and draft Pre-Bid Meeting was held on 27.07.08. Meanwhile, relevant documents of the short-listed bidders have been submitted to Ministry on 19.07.08 for obtaining Security Clearance. The term-sheet alongwith RFP and draft Concession 12

Agreement has been forwarded to Ministry for obtaining approval of PPPAC. The Concession Agreement is expected to be signed by March 2009 and the project is likely to be commissioned during early 2012 -13. (B) OWN PROJECT - Cargo Terminal Multi-purpose General Cargo Berth: EPL got the approval of Planning Commission to develop a multi-purpose general cargo berth as Port’s own project at an estimated cost of Rs. 110 crores. The berth will be utilised for handling of cars (about 200000 numbers), project cargoes and other general cargoes and to meet the berthing requirements of vessels of Defence and Government Agencies. National Maritime Academy has been assigned with the task of preparing a

Techno-economic Feasibility Report on the project. (C) CORE PROJECTS : Capital Dredging-Phase-I: The project involves dredging of 4 million cubic meters to provide -15 meters depth at the Marine liquid, Coal and Iron ore berths and approaches and to raise the land for coal and iron ore stackyards by using the dredge material. Letter of Acceptance (LoA) for the contract was issued to M/s Hyundai Engineering and Construction Co. Ltd., Korea on 30th August 2007 at an estimated cost of Rs.90.6772 crores. The Dredging contractor

commenced the work in October, 2007 and expected to complete the work by November, 2008. The above project was inaugurated by Thiru T.R.Baalu, Hon’ble Union Minister for Shipping, Road Transport & Highways. Capital Dredging-Phase-II: Capital dredging Phase-II involves dredging of 20 million cubic meters for providing -20 meters depth at the approach channel, -18.5 meters at the turning circle and -18 meters at the iron ore berth and -16 meters at the container berth. National Maritime Academy has been assigned the task of preparing a Detailed Project Report. The project is expected to commence during the second quarter of 2009. 13

Road Connectivity: EPL is also drawing up and crystallizing plans for improving the Road connectivity to the Port. The SPV promoted by Chennai Port Trust and NHAI has already taken up four

laning of TPP road for which the company has committed to contribute Rs.17.50 crores (the differential cost of two lane and four lane configuration), out of which Rs.8.75 crores has already been paid. Physical progress of about 10.95 % achieved upto January 2008. The present contract is likely to be terminated and re-tendering process will be taken up by SPV. A New Northern Port Access Road from Port’s North Gate to Tachur on NH5 was proposed by the Company and it was taken up by NHAI under the ‘Port Connectivity to the Golden Quadrilateral or North-South & East-West Corridors’ program. NHAI has awarded the consultancy services assignment for carrying out the Feasibility Study for this project to Wilbur Smith Associates Private Limited. The Consultant has submitted the Report to NHAI. The estimated cost of the project is Rs.271 crores. Feasibility Report was sent to Ministry by NHAI for approval. Meanwhile, the Secretary, Shipping has proposed to convene a meeting on 26th June 2008 with NHAI & EPL to discuss about the financing for the project. Rail Connectivity: EPL has obtained in-principle approval from Southern Railways and Government of India for Rail Connectivity between Ennore Port and Main Lines of Indian Railways (Ennore Port to Attipattu Railway station) for servicing Coal, Iron Ore and Container Terminal. The Detailed Project Report (DPR) was submitted to Southern Railways and approval is awaited. Meanwhile, EPL have appointed a Project Management Consultant (PMC), M/s. United Rail Road Consultant Private Limited, Secunderabad on 29th November 2007 to supervise rail connectivity of Coal and Iron Ore Stackyards. The selection of Works Contractor is in progress.

14

Financial Performance & Cash Flow for the past three years Actuals Actuals Actuals Particulars 2005-06 2006-07 2007-08 (Rupees in Crores) Cargo Throughput (MTPA) 9.17 10.71 11.56 Total Income 97.81 110.50 143.72 Profit after Tax 9.07 30.64 34.88 Opening Cash Balance 34.81 56.78 77.71 Net cash flow during the year 21.97 20.93 -12.19 Closing cash balance 56.78 77.71 65.52 Projected Financial Performance & Cash Flow for the next four years Particulars 2008-09 2009-10 2010-11 2011-12 ( Rs in crores ) Cargo Throughput (MTPA) 10.55 16.73 31.38 47.00 Total Income 123.50 173.38 281.03 420.21 Profit after Tax 26.47 51.40 130.59 246.93 Add : Depreciation 13.50 18.98 23.96 26.36 Retained earnings 39.97 70.38 154.55 273.29 Opening Cash Balance 65.52 31.03 -283.75 -677.98 Total funds available 105.49 101.41 -129.20 -404.69 Less : Repayment of loan 14.46 15.16 48.78 64.11 Capex 60.00 370.00 500.00 230.00 Net surplus 31.03 -283.75 -677.98 -698.80 CAPEX PROGRAMMES : To achieve the desired goals set for the next three years EPL has envisaged to incur the following Capital Expenditure. S. No 1 2 3 4 5 6 CAPEX Capital Dredging Cargo Terminal Road Connectivity Rail Connectivity Land Utilities & Services Total Estimated cost 500 90 100 300 90 20 1100 PHASE OF 20010-11 2011-2012 300 100 40 50 25 100 100 10 500 5 230

2009-10 100 50 25 100 90 5 370

15

Similar Documents

Premium Essay

Memorandum of Association and Articles of Association

...MEMORANDUM OF ASSOCIATION AND ARTICLES OF ASSOCIATION The constitution of a company consist of two documents called MEMORANDUM OF ASSOCIATION and ARTICLES OF ASSOCIATION MEMORANDUM OF ASSOCIATION states the principal object of the company. ARTICLES OF ASSOCIATION regulates the company’s internal management and administrative affairs including the rights and obligations of the shareholders and directors, meetings and corporate contracts. In the United States, Articles of Association are called bylaws and memorandum of association are called Articles of incorporation The Registration Process includes the Article of Association and Memorandum of Association MEMORANDUM OF ASSOCIATION This document governs the relationship of the company to the outside world. It usually contains: The company’s name The registered office The liability of the members The authorised capital The objects of the company The company name must not be similar to the name of another company. The registered office represents the official contact point for the company. It is where official notices are sent. Member’s liability indicates whether the liability is limited or unlimited. Authorised capital indicates the amount of capital the company proposes to hold and how it is divided into shares The objects clause must state the purpose of its business. This may included a statement of the powers relevant to the fulfilment of the objectives. A memorandum can be changed but this...

Words: 311 - Pages: 2

Premium Essay

Key Changes of Abolition of Memorandum of Association and Matters Relating to Company Articles

...are mandatory legal documents to register a company. Under the old Companies Ordinance, Cap.32, the company articles consisted two documents, namely the memorandum of association and the articles of association . The memorandum contained basic information of the company and stated business objectives of the company, while the articles of association set out the rules for internal management that governs company. Amendments and updates of the Companies Ordinance have been made frequently in order to modernize the law in enhancing corporate governance, and also to provide Hong Kong a distinctive business environment, benchmarking Hong Kong as a global business and financial hub . As a result, a new Companies Ordinance was enacted on March 2014 with a revised chapter number Cap 622, where the memorandum of association was abolished and no longer a mandatory legal document for company registration, leaving the articles of association as the single constitutional document for a company. The memorandum of association is a public document enclosing the major provisions of a company’s constitution . It governs the relationship between the registered company and the outside , affecting how a company may enter into contracts with third parties, in which it serves as a legal document dealing with the external. The memorandum of association also contains basic information about the company, first the name of the company either in English, Chinese or both English and Chinese; second the company’s...

Words: 1385 - Pages: 6

Premium Essay

Law Assignment

...INTRODUCTION: This statement actually describes the relationship between the memorandum of association and article of association of company. The article of association is subordinate to and controlled by the memorandum of association. Memorandum of the association is the dominant document and article of the association is about the internal rules and regulations of company. This statement was given by Lord Cairns in Ashbury Railway Carriage & Iron Co. Vs Riche[1]. MEANING OF THE STATEMENT: Both the memorandum of association and article of the association are public document. The memorandum of the association is like a constitution of a country; on the other hand article of the association is like a laws of a country. Memorandum of the association is a last limit, which the shareholders cannot across and they cannot control it; one the other hand the shareholders have full control over the article of association and may alter them from time to time as they think fit[2]. THE MEMORANDUM OF ASSOCIATION: The short form of the memorandum of the association is memorandum and in shorter it is simply memo. It contains the fundamental rules and the regulation regarding to the constitution and activities of a company, which governs the relationship between the company and the outside world. The memorandum of the association has to contain the six following clauses. Those are given fellow: “An official document setting out the details of a company’s existence. It must the...

Words: 2506 - Pages: 11

Premium Essay

Essay

...Memorandum and article of association The most important document in the constitution of a company is the Memorandum of Association of the company. The Articles of Association is the second most important document that needs to be registered by any company for its incorporation, registration and subsequent operation. It is a public document laying down the rules for the internal management of the company and it does not have the force of ‘law’. To set up as a limited company, they need to have a memorandum of association, which sets out what the company has been formed to do and another important is a article of association, which are internal rules over including what the director can do and voting rights of the shareholders. Memorandum of association is legal document records the key characteristics and the external activity of the company being created. Memorandum will provide basic information on the objectives of the business and records the share capital initially required. And article of association is the document specifies how the company will be organized or regulated internally. It explains the initial organization of the executives of the company, with their titles, their area of responsibility, CEO of company, finance director and etc. it also mentions the rights and duties of shareholders. the memorandum and articles of association are public documents and therefore open to public. But, the details of internal procedures are not thus open to public inspection...

Words: 718 - Pages: 3

Premium Essay

Company

...5/8/2014 Most important document in constitution of a company is Memorandum | Law Teacher Need help? ☎ 0115 966 7966 Enter your search terms... Search Home Services Prices Order Quality About Us Law Help Contact Us My Account You are here: Law Teacher » Company Law » Essays » Most Important Document In Constitution Of A Company Is Memorandum Of Association Company Law Essay Most important document in constitution of a company is Memorandum Search all our free law essays... These essays have been written by students for you to use to help you with your studies. If you need your own custom law essay then we can help.... Get a quote for your own law essay... 0 Translate this page Select Language ​ ▼ Order Your Law Essay Search Share & Download Like 0 Print Download Email Order your custom law essay today to help you achieve the grade you need. Tw eet 0 Order Now Introduction The most important document in the constitution of a company is the Memorandum of Association of the company. The Articles of Association is the second most important document that needs to be registered by any company for its incorporation, registration and subsequent operation. It is a public document laying down the rules for the internal management of the company and it does not have the force of ‘law’. The provisions of the article amount to public notice, known as constructive notice. This is the doctrine of constructive notice. The...

Words: 2872 - Pages: 12

Premium Essay

Taxation

...1. MEMORANDUM OF ASSOCIATION It is a document that regulates a company's external activities and must be drawn up on the formation of a registered or incorporated company. As the company's charter it (together with the company's articles of association) forms the company's constitution. The memorandum of association gives the outside world a reflection of how the company is constituted .This document can be summarised covering the following key areas of a company: 1. company's name, 2. Its objects Clause 3. Registered Office 4. The Share Capital 5. Limitation of Liability 6. Association Clause 1.1 COMPANYS NAME It is a requirement of Section 8 of the companies act that a memorandum of association should have the company’s name. Since a company becomes a person on incorporation as such it needs a name to identify it and enable to interact in the business enviroment, such a name should end with the words limited, this serves to warn those doing business with the company that the liability of its members is limited.In choosing name of the company the promoter has must comply with provisions of section 24.He may not choose a name that is identical to that of another,a name that is likely to cause offensive suggestive of blasphemy or indecency or that suggests that the company enjoys state patronage.leading case BON MARCHE PVT LTD VS LE BON MACHE AND OTHERS 1.2 OBJECT CLAUSE This is the most important clause of the memeorandum,the powers of the company...

Words: 605 - Pages: 3

Premium Essay

Term Paper on Company Law

...Executive Summury Harmonization of the rules relating to company law and corporate governance, as well as to accounting and auditing, is essential for creating a Single Market for Financial Services and products. In the fields of company law and corporate governance, objectives include: providing equivalent protection for shareholders and other parties concerned with companies; ensuring freedom of establishment for companies throughout the EU; fostering efficiency and competitiveness of business; promoting cross-border cooperation between companies in different Member States; and stimulating discussions between Member States on the modernization of company law and corporate governance. This report is a diagnostic assessment of the corporate governance regulations and practices in Bangladesh. The assessment is measured against international norms and current practices as recognized by the OECD Guidelines on Corporate Governance. The report identifies critical areas where institutions, regulations, or other economic factors in the corporate sector could be strengthened to improve corporate governance (CG). As such, the authors identify strengths and weaknesses of legal requirements, regulations, and corporate practices. To identify the current strengths and weaknesses, the authors drew heavily on a review of laws and a survey of businesses organisations carried out by the research team as well as a series of interviews with key stakeholders. This analysis will serve as a basis on...

Words: 6220 - Pages: 25

Free Essay

Writs

...reserved for individuals, such as to sue and be sued, own property, hire employees or loan and borrow money. As Under Sec 2 (1) (d) The Company Act, 1994: “Company means a company formed and registered under this Act or an existing company.” PROMOTION OF A COMPANY Promotion is the first stage in the formation of a company . It involves conceiving a business opportunity & taking an initiative to form a company so that practical shape can be given to exploiting the available business opportunity. FUNCTIONS OF A PROMOTER (i) Identification of business opportunity (ii) Feasibility studies (a) Technical feasibility (b) Financial feasibility (c) Economic feasibility (iii) Name approval (iv) Fixing up Signatories to the Memorandum of Association (v) Appointment of professionals (vi) preparation of necessary document 1 (2) the characteristics of company: Characteristics of Company:  Any Company Private or Public formed and registered according to The Company Act of 1994 has the following salient features: 1. A separate legal entity  2. An artificial legal body or person  3. An organized and incorporated body  4. Perpetual succession  5. Limited range of liabilities  6. Common seal  7. Right to enter in contracts  8. Right to own property  9. Right to sue  10. Flexibility of investment 2. (1) Define Public & Private Company? A. Private Company- A private company is one which, by its articles, a) restricts the right of the members to transfer their shares, if any;...

Words: 3252 - Pages: 14

Premium Essay

Business Law

...Contents Introduction 2 Private company limited by shares 4 Private company limited by guarantee 5 Private unlimited company 6 Memorandum of Association 7 Article of Association 9 Memorandum and Articles of Association: 10 Memorandum and Articles of Association Form 10: 10 Memorandum and Articles of Association Form 12: 10 Memorandum and Articles of Association Advantages: 11 Memorandum and Articles of Association Disadvantages: 11 Dissolving ANNHANNY 11 What is a dead business. 12 Striking off a company 13 Winding up a company 14 Reference 16 Introduction The selling and supplying children books fall under the category of distributor and wholesaler. There are few prominent companies in Malaysia who are specializing in selling and supplying children books such as Grolier (M) Sdn. Bhd and the Children World Publications (M) Sdn. Bhd. In the case of Anne and Hanny, they have initiate a plan to set up a business selling and supplying children books. This will followed by another expansion toward setting up a publishing firm in the future. They type of organization that will be suitable for them will me more like the Children World Publications (M) Sdn. Bhd. Their type of business is somewhat similar to what Anny and Hanny had in mind initially. The only difference is, Anne and Hanny wanted to do it in two separate steps. First step is to open up a business selling and supplying children books then as the business grows they will embark...

Words: 4518 - Pages: 19

Free Essay

Case

...1 COMPANIES ACT, 1956 FORMATION OF A COMPANY 2 I INCORPORATION OR PROMOTERS OF A COMPANY Before a Co. is formed, there must be some persons who have an intention to form a Co. & who take the necessary steps to carry that intention into operation.  IMT NAGPUR - 2011-13  Such persons are called “Promoters”. 3 PROMOTERS OF A COMPANY IMT NAGPUR - 2011-13 It is they who :  Conceive the idea of forming the Co.;  Take the necessary steps to incorporate it;  Provide it with Share & Loan Capital;  Acquire the business or property;  Negotiates the preliminary agreement;  Prepare, execute & register the MOA & AOA;  Finds the bankers, brokers, legal advisers, underwriters, first Directors;  Prepares, advertises & Circulates the Prospectus for placement of capital 4 PROMOTERS OF A COMPANY IMT NAGPUR - 2011-13 But a person who merely acts in a professional capacity, such as solicitor who draws up an agreement or articles, an accountant or valuer who prepares figures or valuation and who is paid for the same is not a Promoter. 5 PROMOTION OF A COMPANY IMT NAGPUR - 2011-13 Incorporation of a Co. means a process by which a Co. is incorporated or brought into being as a Corporate body, and floated as a going concern, by the issue of prospectus. 6 REGISTRAR OF COMPANIES (ROC) IMT NAGPUR - 2011-13 Ministry of Corporate Affairs Registrar of Companies (ROC) 7 FORMATION OF COMPANIES ...

Words: 2664 - Pages: 11

Premium Essay

Company Law Hnd

...Company Law 2.1.1 Separate Legal Personality of a Registered Company Currently at Page & Plant, neither person has been able to reach an agreement as to how their business should be organised. Under Scottish business law, their current business relationship would be classified as a Partnership, which results in both partners being liable for any situation e.g. account defaults, liquidation or lawsuits. Not only would the liability extend to the assets of the business but would also include personal assets e.g. their homes and cars. In order for Page & Plant to limit or minimise their liability, they must separate the legal personality and legal consequences of the business. In order to do this, Page & Plant can become a registered company as a corporate body. They must be incorporated under the Companies Act 2006 or previous company legislation. Private and Public Limited companies must be registered under the Companies Act in order for the company to become an independent legal person which means the registered company becomes a person capable of taking on duties recognised and enforced by courts. A separate corporate personality means: * The company is able to raise its’ own legal actions and be the subject of legal actions * The company’s members enjoy limited liability * Even with changes to the company’s membership, the company continues to exist, as opposed to a sole trading business or partnership, as the business would change in these...

Words: 2040 - Pages: 9

Premium Essay

. Explain the Steps of Formation of a Company in Bangladesh

.... Explain the steps of formation of a company in Bangladesh Introduction: A company is an association or collection of indivitual,whether natural persons, legal persons, or a mixture of both. Every company has certain basic elements: * A name which has been reserved by the Registrar of Companies * At least one share, one shareholder and one director * A registered office where the company records are kept * An address for service where legal documents can be served * The Registrar will also ask for an address for communication. Any entity engaging in business, such as: Proprietorship, Partnership or Corporation There are two kinds of companies. Such as: 1.Private Company 2.Public Company. For establish a company, every company have to maintain some law this called "Company Law" The act governing the laws relating to company matters is The companies Act, 1994 in Bangladesh. The term company is used to describe an association of number of persons formed for some common purpose of carrying on a business with a view to earning profit and registered according to law relating to companies. Section 2 (1) (c) of the Act states that, A company means, " a company formed and registered under this act or a existing company" Different between private and public company: The difference of private and public company are given below: 1.Minimun capital of companies: Private company requires less capital being a small enterprise. Public company requires a large...

Words: 2018 - Pages: 9

Premium Essay

Austinmer Bowling Club Case Summary

...Issue The issue raised by the case study are: How the surplus should be distributed?, Whether the Social Member should be included in the decision-making process? Facts Austinmer Bowling Club Ltd is a company limited by guarantee established under the Companies Act 1961 (NSW). It was recorded for the purpose of the Registered Clubs Act 1976 (NSW). The Austinmer Bowling Club consisted 552 Members: including 85 Bowling Members, 7 life Members and 460 Social Members by the end of financial year (31 May 2007). The club was facing financial crisis and the bowling activities were ceased in September 2007, and as of then membership in the club declined from 552 members to 384 members. As at 22 October 2007, the club introduced voluntary administration...

Words: 625 - Pages: 3

Free Essay

Articles of Asso

...the Registrar of Companies. The articles of association constitute a contract between the company and its members, set out the voting rights of stockholders and the conduct of stockholders' and directors' meetings, and detail the powers of management of the company. A memorandum of association is a related document. The Articles of Association contain, as per the law requires, provisions on the company name, address and domicile, the purpose of the company, the amount of share capital and the contributions made thereto, the number, the par value and the type of shares, the calling of a general meeting of shareholders and the voting rights of them, the bodies for the administration and the audit, and the form in which the company shall publish notices. The Articles of Association (AA) contain the rules and regulations of the internal management of the company. The AA is nothing but a contract between the company and its members and also between the members themselves that they shall abide by the rules and regulations of internal management of the company specified in the AA. It specifies the rights and duties of the members and directors. Articles of association are simply the basic internal rules of operation for a business or non-profit organization that govern what tasks need to be done, what positions are required to perform the necessary functions, and how the processes in place are to be performed. Often articles of association deal with such operating issues as the calling...

Words: 2205 - Pages: 9

Premium Essay

Castomer Satisfaction in Commercial Bank

...Law 1. Define company? How many kinds of companies? Distinguish between private Ltd. and public Ltd. company. 2. What is Memorandum of Association? What are the elements of Memorandum of Association? What are the stages in the formation of a company? 3. What is capital? Describe briefly the source of companies’ capital? Define share? Describe briefly the classification of share? 4. Define contract? Describe briefly the essential elements of contract? Define Law? Describe briefly the classification of law? 5. Define partnership? The essential elements of partnership? Classes of partners and classes of partnership? 6. Short Notes: a) Article of Association. b) Difference between Memorandum of Association and Article of Association. c) Authorized Capital. d) Paid-up capital. e) AGM f) EGM. Q: What is contract? Describe the elements of contract? Ans. Section 2(h) of the Contract Act, 1872 provides that, “An agreement enforceable by law is a contract.”Therefore, in a contract there must be (1) on agreement and (2) the agreement must be enforceable by law. Agreements which are not enforceable by law they are not contract. Elements of contract: The essential elements of a contract are explained below: (1) Offer and acceptance: There must be a lawful offer by one party and a lawful acceptance of the offer by the other party or parties. “Lawful” implies that the offer and acceptance must conform to the rules laid down in the contract act 1872. (2) Intention...

Words: 2106 - Pages: 9