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IRB Infrastructure Developers Limited

Corporate Law
Submitted By Amol Nanavare Roll No- 01

COMPANY PROFILE
The Company was incorporated as a private limited

company DVJ Leasing and Finance Private Limited on July 27, 1998
IRB Infrastructure Developers Ltd. was incorporated to

fund the capital requirements of the IRB Group


The company undertakes development of various

infrastructure projects in the road sector.


Maintained around 8,000 lane kms of road length so

far

CONT
The aggregate size of all IBR infrastructure BOT

projects is around Rs. 170,552 Million.


An extraordinary general meeting held on November

25, 2006, the Company became a public limited company

Documents required to be for incorporation


1. MOA and AOA - executed by the promoters 2. Form No. 1 - Application or declaration for incorporation 3. Form No. 18 - informing the ROC the registered office 4. Form No. 29 - proposed directors of the proposed company

CONT
5. Form No. 32 -fact of appointment of the proposed

directors on board of director.


6. Name approval letter 7. Filing fees as may be applicable

Convert company from private limited to


Public Limited (Section 44

The company in general meeting must pass a special

resolution altering its articles Number of members is below seven Number of directors should be increased to at least three The word private is to be deleted Within thirty days of the passing of the special resolution . A printed or type-written copy

IRB infrastructure
converts from private limited to public limited
The Company was incorporated as a private limited

company DVJ Leasing and Finance Private Limited on July 27, 1998
IRB Infrastructure Developers Private Limited

pursuant to a special resolution at EGM held on October 30, 2006


Fresh certificate of incorporation following change

name was granted November 8, 2006 by ROC.

CONT

Then again special resolution pass on EGM held on 25th November,2006.


Company became a public limited company. Certificate of incorporation to reflect the new name on November 27,2006 by ROC.

Registered Office of IRB Infra.


3rd Floor, IRB Complex, Chandivli Farm, Chandivli Village, Andheri (East), Mumbai 400 072, Maharashtra, India

Registrar of Companies of IRB Infra.


Maharashtra, located at Everest 5th Floor, Marine Drive, Mumbai 400 002, Maharshtra, India.

MEMORANDUM OF ASSOCIATION: Name Clause:-[Sec.13(1)(a)]

Registered office Clause:-[Sec.13(1)(b)]


Object Clause [section 13(1)(d)] Liability Clause [section 13(2)] The Capital Clause [section 13(4)(a)] The Association Clause [section 13(4)(C)]

Articles of Association of a company


Section 26 states that public company limited by shares may register articles of association If not, registered AOA Table A of scheduled-I automatically applicable. Document that contains the purpose of the company as well as the duties and responsibilities

of its members

The Article of Association contains the following details:


The powers of directors, officers and the shareholders as to voting etc. 2. The mode and form in which the business of the company is to be carried out 3. The mode and form in which the changes in the internal regulations can be made. 4. The rights, duties and powers of the company as well as the members who are included in the Articles of Association.
1.

Amendments to the Memorandum of Association


November 25, 2006 the word private was deleted

from the name March 17, 2007 The authorized share capital was increased from Rs-2500 million to Rs-6150 million August 9, 2007 Each Equity Share of the face value of Rs. 100. August 9, 2007- 36500000 unclassified shares of Rs. 10 each have been classified as Equity Shares of Rs. 10 each

IPO
Corporate may raise capital in the primary market by

way of an initial public offer An Initial Public Offer (IPO) is the selling of securities to the public in the primary market. This Initial Public Offering can be made through the fixed price method, book building method An issuer company can issue securities in the following manner: 100% of the net offer to the public through the book

building route. 75% of the net offer to the public through the book building process and 25% through the fixed price portion.

SEBI Guidelines
Eligibility Norms of the Issuer: The company shall meet the following requirements Net Tangible Assets >3 crores (for 3 full years) Should have track record of profitability Last 3 years Net worth >1 crore in three years If change in name, at least 50% revenue for preceding 1 year should be from the activity under new name Size of the Public Issue: Issue of shares to public 25% of the total issue , The issue size should not be more than five times the preissue net worth

Cont...
Promoter Contribution:
I ) Minimum Promoters contribution is 20-25% of the public issue. II ) Minimum Lock in period for promoters Contribution is 5 years.

Prospectus
Make easy Collection of finance for a company
The purpose of the company and the reason Under section 2 (36) of the Companies Act ,1956

A prospectus is defined as, any document described or issued as a prospectus and includes any notice, circular , advertisement or other document inviting deposits from the public or inviting offers from the public for the subscription or purchase of any shares in, or debentures of , a body corporate

Registration of Prospectus
Under section 60 of the Companies Act, 1956

published only after registration with the Registrar


It can be issued within 90 days ,once the copy of the

prospectus is sent to the Registrar.


The copy should have the signatures of the proposed

directors

Criminal Liability
Prospectus is found to be false and misleading Every person involved in authorizing the issuance of

the prospectus is liable to be punished with fine up to Rs.5, 000/ or confinement up to 2 years or both.

Prospectus of IRB infra.


IRB Infrastructure is entering in the capital markets

with an initial public offering, IPO of 51,057,666 Equity Shares, for cash, at a premium to be decided through a 100% Book Built Issue. Price band for the issue has been fixed at Rs. 185/- at lower level and Rs. 220/- at upper level for equity share of Rs. 10/ The issue opens on January 31, 2008 and closes for subscription on February 05, 2008 Listed on the Bombay Stock Exchange (BSE) and National Stock Exchange (NSE).

Capital Structure - IRB Infrastructure Developers Ltd


Authorized share capital Issued capital Paid up capital
Period Instrument Authorized Face Capital (Rs. value Cr.) 615 10 issued capital Rs. Cr. 332.4 paid up Rs. Cr. 332.4

2010-2011

Equity Share

2009-2008 Equity Share


2008-2007 Equity Share 2007-2008 Equity Share 2006-2007 Equity Share

615
615 615 250

10
10 10 100

332.4
332.4 332.4 247.3

332.4
332.4 332.4 247.3

Quorum and proxy


The minimum number of voting members that must be in attendance at a meeting. The quorum in the case of a Private Company is TWO, whereas in the case of a Public Company FIVE members. If the quorum is not present within half an hour from the appointed time, either the meeting stands dissolved or may be adjourned in the same day next week or any other as may be determined by the directors. A person in case of being incapable to attend a meeting and who is eligible to vote may appoint a proxy.

AGM / EGM of IRB infra


Announcement Purpose

Date 25/08/2011

Remarks
Rs.1.50 per share(15%)Dividend

20/07/2011

AGM 13th

27/07/2010

AGM 12th

27/09/2010

Rs.1.50 per share(15%)Dividend

03/11/2009
30/07/2009

EGM AGM 11th

25/11/2009

For raising of funds not exceeding 1200 cr.

04/09/2009 5% Dividend

AGM / EGM of IRB infra


Announcement Purpose

Date
25/08/2011

Remarks

20/07/2011

AGM 13th

Rs.1.50 per

share(15%)Dividend Re-appointment of Mr. dattatraya P. Mhaiskar as a director. Re-appointment of Mr. Sivaramakrishna S. Iyer as a director Appointment of M/s S. R. BATLIBOI & Co

Announcement

Purpose

Date

Remarks

27/07/2010

AGM 12th

27/09/2010

Adoption of the audited statement of accounts for the year ended March 31, 2010 and Balance Sheet

Rs.1.50 per

share(15%)Dividend
Re-appointment of Mr.

Govind G. Desai & Mr. Suresh G. Kelkar as Directors of the Company. Appoint M/S S. R Batliboi & Co.

Announcement

Purpose

Date

Remarks

03/11/2009

EGM

25/11/2009

For raising of funds not exceeding Rs. 1200 Crs by further issue of Securities in Domestic/International markets through various instruments including Equity Shares/Warrants with NCDs under QIP & to borrow from one or more sources not exceed Rs. 1,500 cr

Announceme nt

Purpose

Date

Remarks

30/07/2009

AGM 11th

04/09/2009

5% Dividend Re-appointment of Mr.

Bhalchandra K. Khare & Mr. Chandrashekhar S. Kaptan as Directors of the Company Appointment of M/s. S. R. Batliboi & Co., Chartered Accountants as the statutory auditors of the Company

Appointment of Directors: The appointment can sometimes be by based on the

proportional representation like minority shareholders. There can be alternate directors, additional directors, casual directors. The third parties can appoint the directors Nominee Directors can be appointed by a third party or by the Central Government in case of mismanagement.

Auditor of IRB infrastructure


For S. R. BATLIBOI & Co. Firm Registration No. 301003E

Company Secretary
A Company Secretary is a senior managerial position Administration of a company is efficiently running In accordance with the rules and regulations The decisions which are taken by the Board of

Directors implemented Fulfillment of such rules and regulations is the prime responsibility Legal document Legal representative

CONT
Every company which has a paid up share capital exceeding Rs. 50 million or 5 crores. Member of the Institute of Company Secretaries of India. When a company has ten lakhs or more paid up capital. Compliance certificate has to be signed by a practicing Company Secretary in the presence of

ROC.

Company Secretary of IRB Infra.


Mr. Mehul Patel 3rd Floor, IRB Complex, Chandivli Farm Chandivli Village, Andheri (East), Mumbai 400 072 Maharashtra, India