PROBLEM STATEMENT
Priya and Arjun, both IIT alumni, founded a company called HELIX Innovations Private
Limited ("HELIX") to develop and commercialize proprietary technologies in green
hydrogen production, solid-state battery storage, and carbon capture systems. HELIX
holds 14 patents and has been awarded two Government of India PLI (Production
Linked Incentive) scheme contracts for advanced battery cell manufacturing. Priya
serves as CEO and holds 52% equity; Arjun serves as CTO and holds 48% equity.
ATLAS Energy Limited ("ATLAS") is a publicly listed conglomerate with legacy operations
in oil refining, thermal power generation, and gas distribution across India and
Southeast Asia. Facing mounting ESG pressure from institutional investors and a
declining regulatory environment for fossil fuels, the ATLAS board resolved to pivot its
business toward clean energy and sustainability technologies.
ATLAS identified HELIX as a strategic acquisition target and entered into negotiations.
After extensive due diligence, the parties agreed to the following principal terms:
1. ATLAS shall acquire 100% of HELIX's equity. Post-acquisition, ATLAS and HELIX shall
be restructured into a new entity called "SOLARIS Limited" which shall be incorporated
as a public limited company.
2. SOLARIS shall operate exclusively in the clean energy, climate technology, and
sustainable infrastructure sectors, including but not limited to hydrogen, battery
storage, carbon markets, green mobility, and allied research.
3. Priya and Arjun shall be retained as Executive Directors of SOLARIS under a 5-year
lock-in arrangement. All intellectual property developed by or assigned to HELIX shall
vest in SOLARIS, with a royalty-sharing mechanism for the founders on future
commercialisation of existing patents.
4. ATLAS's existing thermal power and fossil fuel assets shall not transfer to SOLARIS.
Only ATLAS's renewable energy division, its gas distribution network, and its ESG
compliance infrastructure shall be transferred.
5. SOLARIS intends to raise further capital through a combination of private equity,
strategic partnerships with sovereign wealth funds, and an eventual IPO within 3 years
of incorporation.
6. The Government of India PLI contracts currently held by HELIX contain change-of-
control clauses requiring prior government approval for any transfer of obligations.
These contracts must continue to be performed by SOLARIS without interruption.
You are assigned to draft the Charter Documents (MOA and AOA) of SOLARIS Limited,
with special emphasis on the following:
a. The Object Clause must reflect SOLARIS's focus on clean energy and climate
technology while providing sufficient flexibility for expansion into adjacent sectors
(green finance, carbon credit trading, sustainability consulting) — without being so
broad as to resemble a general trading company.
b. The Articles must provide a detailed framework for Board composition, including
provisions for Founder-Directors, Nominee Directors (representing ATLAS's legacy
shareholders), and Independent Directors with specific ESG expertise. Quorum and
casting vote provisions must account for potential deadlock scenarios.
c. The Articles must address Share Transfer Restrictions including tag-along rights,
drag-along rights, right of first refusal, and a detailed anti-dilution mechanism to
protect the founders' economic interest through the pre-IPO phase.
d. Affirmative Action and Reserved Matter provisions must be carefully crafted to
balance founder autonomy over technology and R&D decisions against investor
oversight on capital expenditure, M&A activity, and related-party transactions.
e. The Articles must include a bespoke mechanism for handling the Government PLI
contracts, including compliance reporting obligations and consequences for breach of
the change-of-control undertakings.
Note: Participants are expected to demonstrate original and creative drafting.
Reproduction of model articles from Table F of the Companies Act, 2013 or
standard-form templates will be penalised. The quality of drafting will be assessed
on precision of language, internal consistency, commercial awareness, and the
ability to balance competing stakeholder interests.
Registration Link:- [Link]