1. To ensure that the acquisition of Tech Innovations Pvt. Ltd.

does not involve any ultra

vires actions by XYZ Corporation, Ms. Sarita should take the following steps:

a. Review the objectives and powers outlined in XYZ Corporation's memorandum and
articles of association to ensure that the acquisition falls within the company's authorized
activities.

b. Conduct thorough due diligence on Tech Innovations Pvt. Ltd. to identify any potential
risks or liabilities that could result in ultra vires actions, such as undisclosed debts, pending
litigation, or regulatory non-compliance.

c. Seek legal advice to verify that the proposed acquisition complies with applicable laws,
regulations, and corporate governance principles, including those related to mergers and
acquisitions, competition law, and securities regulations.

d. Ensure that all decisions related to the acquisition are made in accordance with XYZ
Corporation's internal decision-making processes, including obtaining necessary approvals
from the board of directors and shareholders, if required.

e. Document all steps taken and decisions made throughout the acquisition process to
demonstrate compliance with legal requirements and mitigate the risk of ultra vires actions.

2. The doctrine of constructive notice holds that individuals are presumed to have knowledge
of information that is publicly available or contained in official records. In the negotiation
process between XYZ Corporation and Tech Innovations Pvt. Ltd., the doctrine of
constructive notice may affect the level of diligence required by both parties:

a. XYZ Corporation should conduct thorough due diligence to identify any irregularities or
risks associated with Tech Innovations Pvt. Ltd., as failing to uncover material information
during the negotiation process could potentially result in adverse consequences for XYZ
Corporation.

b. Tech Innovations Pvt. Ltd. should ensure that all relevant information is disclosed
transparently to XYZ Corporation during the negotiation process to avoid allegations of
concealment or misrepresentation, which could undermine the validity of the transaction.

3. To ensure compliance with indoor management principles throughout the acquisition

process, XYZ Corporation should implement the following internal controls and procedures:

a. Clearly define roles, responsibilities, and decision-making authority within the

organization, ensuring that individuals are authorized to act on behalf of the company in
accordance with its memorandum and articles of association.

b. Establish robust procedures for obtaining approvals and documenting decisions related to
the acquisition, including board resolutions, shareholder resolutions, and other necessary
authorizations.

c. Implement systems for maintaining accurate and up-to-date records of corporate actions,
transactions, and compliance activities, facilitating transparency and accountability within the
organization.

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 d. Provide training and guidance to employees involved in the acquisition process to ensure
awareness of legal requirements, internal policies, and ethical standards governing corporate
transactions.

e. Engage external advisors, such as legal counsel and financial experts, to provide
guidance and expertise throughout the acquisition process, supplementing internal controls
with external oversight and validation.