ARTICLES OF ASSOCIATION
OF
Private Limited
COMPANY LIMITED BY
SHARES
Interpretation
I.
(1) In these regulations—
(a) “the Act” means the
Companies Act, 2013,
(b) “the seal” means the
common seal of the company.
(2) Unless the context
otherwise requires, words or expressions contained in these regulations shall
bear the same meaning as in the Act or any statutory modification thereof in
force at the date at which these regulations become binding on the company.
Share capital and variation of rights
II.
1. Subject to the provisions of the Act and these Articles, the
shares in the capital of the company shall be under the control of the
Directors who may issue, allot or otherwise dispose of the same or any of them
to such persons, in such proportion and on such terms and conditions and either
at a premium or at par and at such time as they may from time to time think
fit.
2.
(i) Every person whose name is entered as a member in the
register of members shall be entitled to receive within two months after incorporation,
in case of subscribers to the memorandum or after allotment or within one month
after the application for the registration of transfer or transmission or
within such other period as the conditions of issue shall be provided,—
(a) one certificate for all
his shares without payment of any charges; or
(b)
several certificates, each for one or more of his shares, upon
payment of twenty rupees for each certificate after the first.
(ii) Every certificate shall
be under the seal and shall specify the shares to which it relates and the
amount paid-up thereon.
(iii) In respect of any share
or shares held jointly by several persons, the company shall not be bound to
issue more than one certificate, and delivery of a certificate for a share to
one of several joint holders shall be sufficient delivery to all such holders.
3.
(i) If any share certificate be worn out, defaced, mutilated or
tom or if there be no further space on the back for endorsement of transfer,
then upon production and surrender *reef to the company, a new certificate may
be issued in lieu thereof, and if any certificate is lost or destroyed then
upon proof thereof to the satisfaction of the company and on execution of such
indemnity as the company deem adequate, a new certificate in lieu thereof shall
be given. Every certificate under this Article shall be issued on payment of
twenty rupees for each certificate.
(ii) The provisions of
Articles (2) and (3) shall mutatis mutandis apply to debentures of the company.
4.
Except as required by law, no person shall be recognised by the
company as holding any share upon any trust, and the company shall not be bound
by, or be compelled in any way to recognise (even when having notice thereof)
any equitable, contingent, future or partial interest in any share, or any
interest in any fractional part of a share, or (except only as by these
regulations or by law otherwise provided) any other rights in respect of any
share except an absolute right to the entirety thereof in the registered
holder.
5.
(i) The company may exercise the powers of paying commissions
conferred by sub-section (6) of section 40, provided that the rate per cent. or
the amount of the commission paid or agreed to be paid shall be disclosed in
the manner required by that section and rules made there under.
(ii) The rate or amount of
the commission shall not exceed the rate or amount prescribed in rules made
under sub-section (6) of section 40.
(iii) The commission may be
satisfied by the payment of cash or the allotment of fully or partly paid
shares or partly in the one way and partly in the other.
6.
(i) If at any time the share capital is divided into different
classes of shares, the rights attached to any class (unless otherwise provided
by the terms of issue of the shares of that class) may, subject to the
provisions of section 48, and whether or not the company is being wound up, be
varied with the consent in writing of the holders of three-fourths of the
issued shares of that class, or with the sanction of a special resolution
passed at a separate meeting of the holders of the shares of that class.
(ii) To every such separate
meeting, the provisions of these regulations relating to general meetings shall
tails mutandis apply, but so that the necessary quorum shall be at least two
persons holding at least one-third of the issued shares of the class in question.
7.
The rights conferred upon the holders of the shares of any class
issued with preferred or other rights shall not, unless otherwise expressly
provided by the terms of issue of the shares of that class, be deemed to be
varied by the creation or issue of further shares ranking pari passu therewith.
8.
Subject to the provisions of section 55, any preference shares
may, with the sanction of an ordinary resolution, be issued on the terms that
they are to be redeemed on such terms and in such manner as the company before
the issue of the shares may, by special resolution, determine.
Lien
9.
(i) The company shall
have a first and paramount lien—
(a) on every share (not
being a fully paid share), for all monies (whether presently payable or not)
called, or payable at a fixed time, in respect of that share; and
(b) on all shares (not
being fully paid shares) standing registered in the name of a single person,
for all monies presently payable by him or his estate to the company:
Provided that the Board
directors may at any time declare any share to be wholly or in part exempt from
the provisions of this clause.
(ii) The company’s lien, if
any, on a share shall extend to all dividends payable and bonuses declared from
time to time in respect of such shares.
10. The company may sell,
in such manner as the Board thinks fit, any shares on which the company has a
lion:
Provided that no sale shall be made—
(a) unless a sum in respect
of which the lien exists is presently payable; or
(b) until the expiration of
fourteen days after a notice in writing stating and demanding payment of such
part of the amount in respect of which the lien exists as is presently payable,
has been given to the registered holder for the time being of the share or the
person entitled thereto by reason of his death or insolvency.
11. (i) To give effect to
any such sale, the Board may authorise some person to transfer the shares sold
to the purchaser thereof.
(ii) The purchaser shall
be registered as the holder of the shares comprised in any such transfer.
(iii) The purchaser shall not be bound to see to the application
of the purchase money, nor shall his title to the shares be affected by any
irregularity or invalidity in the proceedings in reference to the
12.
(i) The proceeds of the sale shall be received by the company
and applied in payment of such part of the amount in respect of which the lien
exists as is presently payable.
(ii) The residue, if any,
shall, subject to a like lien for sums not presently payable as existed upon
the shares before the sale, be paid to the person entitled to the shares at the
date of the sale.
Calls on shares
13. (i) The Board may, from
time to time, make calls upon the members in respect of arty monies unpaid on
their shares (whether on account of the nominal value of the shares or by way
of premium) and not by the conditions of allotment thereof made payable at
fixed times:
Provided that no call shall exceed one-fourth of the nominal
value of the share or be payable at less than one month from the date fixed for
the payment of the last preceding call.
(ii) Each member shall,
subject to receiving at least fourteen days’ notice specifying the time or
times and place of payment, pay to the company, at the time or times and place
so specified, the amount called on his shares.
(iii) A call may be revoked
or postponed at the discretion of the Board.
14. A call shall be deemed
to have been made at the time when the resolution of the Board authorising the
call was passed and may be required to be paid by installments.
15. The joint holders of a
share shall be jointly and severally liable to pay all calls in respect
thereof.
16. (i) If a sum called in
respect of a share is not paid before or on the day appointed for payment
thereof, the person from whom the sum is due shall pay interest thereon from
the day appointed for payment thereof to the time of actual payment at ten per
cent, per annum or at such lower rate, if any, as the Board may determine.
(ii) The Board shall be at
liberty to waive payment of any such interest wholly or in part.
17. (i) Any sum which by
the terms of issue of a share becomes payable on allotment or at any fixed
date, whether on account of the nominal value of the share or by way of
premium, shall, for the purposes of these regulations, be deemed to be a call
duly made and payable on the date on which by the terms of issue such sum
becomes payable.
(ii) In case of non-payment
of such sum, all the relevant provisions of these regulations as to payment of
interest and expenses, forfeiture or otherwise shall apply as if such sum had
become payable by virtue of a call duly made and notified.
18. The Board—
(a) may, if it thinks fit, receive from any member willing to
advance the same, all or any part of the monies uncalled and unpaid upon any
shares held by him; and
(b) upon all or any of the monies so advanced, may (until the
same would, but for such advance, become presently payable) pay interest at
such rate not exceeding, unless the company in general meeting shall otherwise
direct, twelve percent per annum, as may be agreed upon between the Board and
the member paying the sum in advance.
Transfer of shares
19. (i) The instrument of
transfer of any share in the company shall be executed by or on behalf of both
the transferor and transferee.
(ii) The transferor shall be
deemed to remain a holder of the share until the name of the transferee is
entered in the register of members in respect thereof.
20. The Board may, subject
to the right of appeal conferred by section 58 decline to register—-
(a) the transfer of a
share, not being a fully paid share, to a person of whom they do not approve;
or
(b) any transfer of shares
on which the company has a lien.
21. The Board may decline
to recognise any instrument of transfer unless—
(a) the instrument of
transfer is in the form as prescribed in rules made under sub-section (1) of
section 56;
(b) the instrument of
transfer is accompanied by the certificate of the shares to which it relates,
and such other evidence as the Board may reasonably require to show the right
of the transferor to make the transfer; and
(c) the instrument of
transfer is in respect of only one class of shares.
22. On giving not less than
seven days’ previous notice in accordance with section 91 and rules made there
under, the registration of transfers may be suspended at such times and for
such periods as the Board may from time to time determine:
Provided that such registration shall not be suspended for more
than thirty days at any one time or for more than forty-five days in the
aggregate in any year
Transmission of shares
23. (i) On the death of a
member, the survivor or survivors where the member was a joint holder, and his
nominee or nominees or legal representatives where he was a sole holder, shall
be the only persons recognised by the company as having any title to his
interest in the shares.
(ii) Nothing in clause (i)
shall release the estate of a deceased joint holder from any liability in
respect of any share which had been jointly held by him with other persons.
24. (i) Any person becoming
entitled to a share in consequence of the death or insolvency of a member may,
upon such evidence being produced as may from time to time properly be required
by the Board and subject as hereinafter provided, elect, either—
(a) to be registered
himself as holder of the share; or
(b) to make such transfer
of the share as the deceased or insolvent member could have made.
(jj) The Board shall, in
either case, have the same right to decline or suspend registration as it would
have had, if the deceased or insolvent member had transferred the share before
his death or insolvency.
25. (i) if the person so
becoming entitled shall elect to be registered as holder of the share himself,
he shall deliver or send to the company a notice in writing signed by him
stating that he selects.
(ii) If the person aforesaid
shall elect to transfer the share, he shall testify his election by executing a
transfer or the share.
(iii) All the limitations,
restrictions and provisions of these regulations relating to the right to
transfer and the registration of transfers of shares shall be applicable to any
such notice or transfer as aforesaid as if the death or insolvency of the
member had not occurred and the notice or transfer were a transfer signed by
that member.
26. A person becoming
entitled to a share by reason of the death or insolvency of the holder shall be
entitled to the same dividends and other advantages to which he would be
entitled if he were the registered holder of the share, except that he shall
not, before being registered as a member in respect of the share, be entitled
in respect of it to exercise any right conferred by membership in relation to
meetings of the company:
Provided that the Board may, at any time, give notice requiring
any such person to elect either to be registered himself or to transfer the
share, and if the notice is not complied with within ninety days, the Board may
thereafter withhold payment of all dividends, bonuses or other monies payable
in respect of the share, until the requirements of the notice have been complied
with.
27. 1n case of a One Person
Company
(i) on the death of the
sole member, the person nominated by such member shall be the person recognised
by the company as having title to all the shares of the member;
(ii) the nominee on becoming
entitled to such shares in case of the member’s death shall be informed of such
event by the Board of the company;
(iii) such nominee shall be
entitled to the same dividends and other rights and liabilities to which such
sole member of the company was entitled or liable;
(iv) on becoming member,
such nominee shall nominate any other person with the prior Written consent of
such person who, shall in the event of the death of the member, become the
member of the company. (Not Applicable)
Forfeiture of shares
28. If a member fails to
pay any call, or installment of a call, on the day appointed for payment
thereof, the Board may, at any time thereafter during such time as any part of
the call or installment remains unpaid, serve a notice on him requiring payment
of so much of the call or installment as is unpaid, together with any interest
which may have accrued.
29. The notice aforesaid
shall—
(a) name a further day (not
being earlier than the expiry of fourteen days from the date of service of the
notice) on or before which the payment required by the notice is to be made;
and
(b) state that, in the
event of non-payment on or before the day so named, the shares in respect of
which the call was made shall be liable to be forfeited.
30. If the requirements of
any such notice as aforesaid are not complied with, any share in respect of which
the notice has been given may, at any time thereafter, before the payment
required by the notice has been made, be forfeited by a resolution of the Board
to that effect
31. (i) A forfeited share
may be sold or otherwise disposed of on such terms and in such manner as the
Board thinks fit.
(ii) At-any time before a
sale or disposal as aforesaid, the Board may cancel the forfeiture on such
terms as it thinks fit.
32. (i) A person whose
shares have been forfeited shall cease to be a member in respect of the
forfeited shares, but shall, notwithstanding the forfeiture, remain liable to
pay to the company all monies which, at the date of forfeiture, were presently
payable by him to the company in respect of the shares.
(ii) The liability of such
person shall cease if and when the company shall have received payment in full
of all such monies in respect of the shares,
33. (i) A duly verified
declaration in writing that the declarant is a director, the manager or the
secretary, of the company, and that a share in the company has been duly
forfeited on a date stated in the declaration, shall be Conclusive evidence of
the facts therein stated as against all persons claiming to be entitled to the
share.
(ii) The company may receive
the consideration, if any, given for the share oh any sale or disposal thereof
and may execute a transfer of the share in favour of the person to whom the
share is sold or disposed of.
(iii) The transferee shall
thereupon be registered as the holder of the share.
(iv) The transferee shall
not be bound to see to the application of the purchase money, if any, nor shall
his title to the share be affected by any irregularity or invalidity in the
proceedings in reference to the forfeiture, sale or disposal of the share.
34. The provisions of these
regulations as to forfeiture shall apply in the case of non-payment of any sum
which, by the terms of issue of a share, becomes payable at a fixed time,
whether on account of the nominal value of the share or by way of premium, as if
the same had been payable by virtue of a call duly made and notified.
Alteration of capital
35. The company may, from
time to time, by ordinary resolution increase the share capital by such sum, to
be divided into shares of such amount, as may be specified in the resolution.
36. Subject to the
provisions of section 61, the company may, by ordinary resolution,—
(a) consolidate and divide
all or any of its share capital into shares of larger amount than its existing
shares;
(b) convert all or any of
its fully paid-up shares into stock, and reconvert that stock into fully
paid-up shares of any denomination;
(c) sub-divide its existing
shares or any of them into shares of smaller amount than is fixed buy the
memorandum;
(d) cancel any shares
which, at the date of the passing of the resolution, have not been taken or
agreed to be taken by any person.
37. Where shares are
converted into stock,—
(a) the holders of stock
may transfer the same or any part thereof in the same manner as, and subject to
the same regulations under which, the shares from which the stock arose might
before the conversion have been transferred, or as near thereto as circumstances
admit:
Provided that the Board may, from time to time, fix the minimum
amount of stock transferable, so, however, that such minimum shall not exceed
the nominal amount of the shares from which the stock arose.
(b) the holders of stock
shall, according to the amount of stock held by them, have the same rights,
privileges and advantages as regards dividends, voting at meetings of the
company, and other matters, as if they held the shares from which the stock
arose; but no such privilege or advantage (except participation in the
dividends and profits of the company and in the assets on winding up) shall be
conferred by an amount of stock which would not, if existing in shares, have
conferred that privilege or advantage.
(c) such of the regulations
of the company as are applicable to paid-up shares shall apply to stock and the
words “share” and “shareholder” in those regulations shall include “stock” and
“stock-holder” respectively.
38. The company may, by
special resolution, reduce in any manner and with, and subject to, any incident
authorised and consent required by law,—
(a) its share capital;
(b) any capital redemption
reserve account; or
(c) any share premium
account.
39. (i) The company in general meeting may, upon the
recommendation of the Board, resolve—
(a) that it is desirable to
capitalise any part of the amount for the time being standing to the credit of
any of the company’s reserve accounts, or to the credit of the profit and loss
account, or otherwise available for distribution; and
(3) that such sum be
accordingly set free for distribution in the manner specified in clause (ii)
amongst the members who would have been entitled thereto, if distributed by way
of dividend and in the same proportions.
(ii) The sum aforesaid shall
not be paid in cash but shall be applied, subject to the provision contained in
clause (iii), either in or towards—
(A) paying up any amounts
for the time being unpaid on any shares held by such members respectively;
(B) paying up in full,
unissued shares of the company to be allotted and distributed, credited as
fully paid-up, to and amongst such members in the proportions aforesaid;
(C) partly in the way
specified in sub-clause (A) and partly in that specified in sub-clause (B);
(D) A securities premium
account and a capital redemption reserve account may, for the pur-poses of this
regulation, be applied in the paying up of unissued shares to be issued to
members of the company as fully paid bonus shares;
(E) The Board shall give
effect to the resolution passed by the company in pursuance of this regulation.
40. (i) Whenever such a resolution as aforesaid shall
have been passed, the Board shall—
(a) make all appropriations
and applications of the undivided profits resolved to be capi-talised thereby,
and all allotments and issues of fully paid shares if any; and
(b) generally do all acts
and things required to give effect thereto.
(ii) The Board shall have
power—
(a) to make such
provisions, by the issue of fractional certificates or by payment in cash or
otherwise as it thinks fit, for the case of shares becoming distributable in
fractions; and
(b) to authorise any person
to enter, on behalf of all the members entitled thereto, into an agreement with
the company providing for the allotment to them respectively, credited as fully
paid-up, of any further shares to which they may be entitled upon such
capitalisation, or as the case may require, for the payment by the company on
their behalf, by the application thereto of their respective proportions of
profits resolved to be capitalised, of the amount or any part of the amounts
remaining unpaid on their existing shares;
(iii)
Any agreement made under such authority shall be effective and binding on such
members.
Buy-back of shares
41. Notwithstanding
anything contained in these articles but subject to the provisions of sections
68 to 70 and any other applicable provision of the Act or any other law for the
time being in force, the company may purchase its own shares or other specified
securities.
General meetings
42. All general meetings
other than annual general meeting shall be called extraordinary general
meeting.
43. (i) The Board may, whenever it thinks fit, call
an extraordinary general meeting.
(ii) If at any time
directors capable of acting who are sufficient in number to form a quorum are
not within India, any director or any two members of the company may call an
ex-traordinary general meeting in the same manner, as nearly as possible, as
that in which such a meeting may be called by the Board.
Proceedings at general meetings
44. (i) No business shall
be transacted at any general meeting unless a quorum of members is present at
the time when the meeting proceeds to business.
(ii) Save as otherwise
provided herein, the quorum for the general meetings shall be as pro-vided in
section 103.
45. The chairperson, if
any, of the Board shall preside as Chairperson at every general meeting of the
company.
46. If there is no such
Chairperson, or if he is not present within fifteen minutes after the time
appointed for holding the meeting, or is unwilling to act as chairperson of the
meeting, the directors present shall elect one of their members to be
Chairpersbn of the meeting.
47. If at any meeting no
director is willing to act as Chairperson or if no director is present within
fifteen minutes after the time appointed for holding the meeting, the members
present shall choose one of their members to be Chairperson of the meeting.
48. In case of a One Person
Company
(i) the resolution required
to be passed at the general meetings of the company shall be deemed to have
been passed if the resolution is agreed upon by the sole member and communicated
to the company and entered in the minutes book maintained under section 118;
(ii) such minutes book shall
be signed and dated by the member;
(iii) the resolution shall
become effective from the date of signing such minutes by the sole member. (Not
Applicable)
Adjournment of meeting
49. (i) The Chairperson
may, with the consent of any meeting at which a quorum is present, and shall,
if so directed by the meeting, adjourn the meeting from time to time and from
place to place.
(ii) No business shall be
transacted at any adjourned meeting other than the business left unfinished at
the meeting from which the adjournment took place.
When a meeting is adjourned for thirty days or more, notice of
the adjourned meeting shall be given as in the case of an original meeting.
(iv) Save as aforesaid, and
as provided in section 103 of the Act, it shall not be necessary to give any
notice of an adjournment or of the business to be transacted at an adjourned
meeting.
Voting rights
50. Subject to any rights
or restrictions for the time being attached to any class or classes of shares,—
(a) on a show of hands,
every member present in person shall have one vote; and
(b) on a poll, the voting
rights of members shall be in proportion to his share in the paid-up equity
share capital of the company.
51. A member may exercise
his vote at a meeting by electronic means in accordance with section 108 and
shall vote only once.
52. (i) In the case of
joint holders, the vote of the senior who tenders a vote, whether in person or
by proxy, shall be accepted to the exclusion of the votes of the other joint
holders.
(ii) For this purpose,
seniority shall be determined by the order in which the names stand in the
register of members.
53. A member of unsound
mind, or in respect of whom an order has been made by any court having
jurisdiction in lunacy, may vote, whether on a show of hands or on a poll, by
his committee or other legal guardian, and any such committee or guardian may,
on a poll, vote by proxy.
54. Any business other than
that upon which a poll has been demanded may be proceeded with, pending the
taking of the poll.
55. No member shall be
entitled to vote at any general meeting unless all calls or other sums
presently payable by him in respect of shares in the company have been paid.
56. (i) No objection shall
be raised to the qualification of any voter except at the meeting or adjourned
meeting at which the vote objected to is given or tendered, and every vote not
disallowed at such meeting shall be valid for all purposes.
(ii) Any such objection made
in due time shall be referred to the Chairperson of the meeting, whose decision
shall be final and conclusive.
Proxy
57. The instrument
appointing a proxy and the power-of-attorney or other authority, if any, under
which it is signed or a notarised copy of that power a authority, shall be
deposited at the registered office of the company not less than 48 hours before
the time for holding the meeting or adjourned meeting at which the person named
in the instrument proposes to vote, or, in the case of a poll, not less than 24
hours before the time appointed for the taking of the poll; and in default the
instrument of proxy shall not be treated as valid.
58. An instrument
appointing a proxy shall be in the form as prescribed in the rules made under
section 105.
59. A vote given in
accordance with the terms of an instrument of proxy shall be valid,
notwithstanding the previous death or insanity of the principal or the
revocation of the proxy or of the authority under which the proxy was executed,
or the transfer of the shares in respect of which the proxy is given:
Provided that no intimation in writing of such death, insanity,
revocation or transfer shall have been received by the company at its office
before the commencement of the meeting or adjourned meeting at which the proxy
is used.
Board of Directors
60. (i) The maximum number of the directors shall be
ten and
(ii) The first directors of
the company, as decided unanimously by all subscribers, are-
61. (i) The remuneration of the directors shall,
in so far as it consists of a monthly payment, be deemed to accrue from
day-to-day.
(ii) In addition to the
remuneration payable to them in pursuance of the Act, the directors may be paid
all travelling, hotel and other expenses properly incurred by them—
(a) in attending and returning from meetings of the Board of
Directors or any committee thereof or general meetings of the company; or
(b) in connection with the business of the company.
62. The Board may pay all
expenses incurred in getting up and registering the company.
63. The company may
exercise the powers conferred on it by section 88 with regard to the keeping of
a foreign register; and the Board may (subject to the provisions of that
section) make and vary such regulations as it may thinks fit respecting the
keeping of any such register.
64. All cheques, promissory
notes, drafts, hands, bills of exchange and other negotiable instruments, and
all receipts for monies paid to the company, shall be signed, drawn, accepted,
endorsed, or otherwise executed, as the case may be, by such person and in such
manner as the Board shall from time to time by resolution determine,
65. Every director present
at any meeting of the Board or of a committee thereof shall sign his name in a
book to be kept for that purpose.
66. (i) Subject to the
provisions of section 149, the Board shall have power at any time, and from
time to time, to appoint a person as an additional director, provided the
number of the directors and additional directors together shall not at any time
exceed the maximum strength fixed for the Board by the articles.
(ii) Such person shall hold
office only up to the date of the next annual general meeting of the company
but shall be eligible for appointment by the company as a director at that
meet-ing subject to the provisions of the Act.
Proceedings of the Board
67. (i) The Board of
Directors may meet for the conduct of business, adjourn and otherwise regulate
its meetings, as it thinks fit.
(ii) A director may, and the
manager or secretary on the requisition of a director shall, at any time,
summon a meeting of the Board.
68. (i) Save as otherwise
expressly provided in the Act, questions arising at any meeting of the Board
shall be decided by a majority of votes.
(ii) In case of an equality
of votes, the Chairperson of the Board, if any, shall have a second or casting
vote.
69. The continuing
directors may act notwithstanding any vacancy in the Board; but, if and so long
as their number is reduced below the quorum fixed by the Act for a meeting of
the Board, the continuing directors or director may act for the purpose of
increasing the number of directors to that fixed for the quorum, or of
summoning a general meeting of the company, but for no other purpose.
70. (i) The Board may elect
a Chairperson of its meetings and determine the period for which he is to hold
office.
(ii) If no such chairperson
is elected, or if at any meeting the Chairperson is not present within five
minutes after the time appointed for holding the meeting, the directors present
may choose one of their numbers to be Chairperson of the meeting.
71. (i) The Board may,
subject to the provisions of the Act, delegate any of its powers to commit-tees
consisting of such member or members of its body as it thinks fit.
(ii) Any committee so formed
shall, in the exercise of the powers so delegated, conform to any regulations
that may be imposed on it by the Board.
72. (i) A committee may elect a Chairperson of its
meetings.
(ii) If no such Chairperson
is elected, or if at any meeting the Chairperson is not present within five
minutes after the time appointed for holding the meeting, the members present
may choose one of their members to be Chairperson of the meeting.
73. (i) A committee may meet and adjourn as it thinks
fit.
(ii) Questions arising at
any meeting of a committee shall be determined by a majority of votes of the
members present, and in case of an equality of votes, the Chairperson shall
have a second or casting vote.
74. All acts done in any
meeting of the Board or of a committee thereof or by any person acting as a
director, shall, notwithstanding that it may be afterwards discovered that
there was some defect in the appointment of any one or more of such directors
or of any person acting as aforesaid, or that they or any of them were
disqualified, be as valid as if every such director or such person had been
duly appointed and was qualified to be a director.
75. Save as otherwise
expressly provided in the Act, a resolution in writing, signed by all the
members of the Board or of a committee thereof, for the time being entitled to
receive notice of a meeting of the Board or committee, shall be valid and
effective as if it had been passed at a meeting of the Board or committee, duly
convened and held.
76. In case of a One Person
Company
(i) where the company is hating
only one director, all the businesses to be transacted at the meeting of the
Board shall be entered into minutes book maintained under section 118;
(ii) such minutes book shall
be signed and dated by the director;
(iii) the resolution shall
become effective frail the date of signing such minutes by the director. (Not
Applicable)
Chief Executive Officer, Manager, Company
Secretary or Chief Financial Officer
77. Subject to the
provisions of the Act,—
(i) A chief executive
officer, manager, company secretary or chief financial officer may be appointed
by the Board for such term, at such remuneration and upon such conditions as it
may thinks fit; and any chief executive officer, manager, company secretary or
chief financial officer so appointed may be removed by means of a resolution of
the Board;
(ii) A director may be
appointed as chief executive officer, manager, company secretary or chief
financial officer.
78. A provision of the Act
or these regulations requiring or authorising a thing to be done by or to a
director and chief executive officer, manager, company secretary or chief
financial officer shall not be satisfied by its being done by or to the same
person acting both as director and as, or in place of, chief executive officer,
manager, company secretary or chief financial officer.
The Seal
79. (i) The Board shall provide for the safe custody
of the seal.
(ii) The seal of the company
shall not be affixed to any instrument except by the authority of a resolution
of the Board or of a committee of the Board authorised by it in that behalf,
and except in the presence of at least two directors and of the secretary or
such other person as the Board may appoint for the purpose; and those two
directors-and the secre-tary or other person aforesaid shall sign every
instrument to which the seal of the com-pany is so affixed in their presence.
Dividends and Reserve
80. The company in general
meeting may declare dividends, but no dividend shall exceed the amount
recommended by the Board.
81. Subject to the
provisions of section 123, the Board may from time to time pay to the members
such interim dividends as appear to it to be justified by the profits of the
company:
82. (1) The Board may,
before recommending any dividend, set aside out of the profits of the company
such sums as it thinks fit as a reserve or reserves which shall, at the
discretion of the Board, be applicable for any purpose to which the profits of
the company may be properly applied, including provision for meeting contingencies
or for equalising dividends; and pending such application, may, at the like
discretion, either be employed in the business of the company or be invested in
such investments (other than shares of the company) as the Board may, from time
to time, thinks fit.
(ii) The Board may also
carry forward any profits which it may consider necessary not to divide,
without setting them aside as a reserve.
83. (i) Subject to the
rights of persons, if any, entitled to shares with special rights as to dividends,
all dividends shall be declared and paid according to the amounts paid or
credited as paid on the shares in respect whereof the dividend is paid, but if
and so long as nothing is paid upon any of the shares in the company, dividends
may be declared and paid accord-ing to the amounts of the shares.
(ii) No amount paid or
credited as paid on a share in advance of calls shall be treated for the
purposes of this regulation as paid on the share.
(iii) All dividends shall be
apportioned and paid proportionately to the amounts paid or crgclited as paid
on the shares during any portion or portions of the period in respect of which
the dividend is paid; but if any share is issued on terms providing that it
shall rank for dividend as from a particular date such share shall rank for
dividend accordingly.
84. The Board may deduct
from any dividend payable to any member all sums of money, if any, presently
payable by him to the company on account of calls or otherwise in relation to
the shares of the company.
85. (i) Any dividend,
interest or other monies payable in cash in respect of shares may be paid by
cheque or warrant sent through the post directed to the registered address of
the holder or, in the case of joint holders, to the registered address of that
one of the joint holders who, is first named on the’ register of members, or to
such person and to such address as the holder or joint holders may in writing
direct.
(ii) Every such cheque or
warrant shall be made payable to the order of the person to whom it is sent.
86. Any one of two or more
joint holders of a share may give effective receipts for any dividends, bonuses
or other monies payable in respect of such share.
87. Notice of any dividend
that may have been declared shall be given to the persons entitled to share therein
in the manner mentioned in the Act.
88. No dividend shall bear
interest against the company. Accounts
89. (i) The Board shall
from time to time determine whether and to what extent and at what times and
places and under what conditions or regulations, the accounts and books of the
company, or any of them, shall be open to the inspection of members not being directors.
(ii) No member (not being a
director) shall have any right of inspecting any account or book or document of
the company except as conferred by law or authorised by the Board or by the
company in general meeting.
Winding up
90. Subject to the
provisions of Chapter XX of the Act and rules made there under—
(i) If the company shall be
wound up, the liquidator may, with the sanction of a special resolution of the
company and any other sanction required by the Act, divide amongst the members,
in-space or kind, the whole or any part of the assets of the company, whether
they shall consist of property of the same kind or not.
(ii) For the purpose
aforesaid, the liquidator may set such value as he deems fair upon any property
to be divided as aforesaid and may determine how such division shall be carried
out as between the members or different classes of members.
(iii) The liquidator may,
with the like sanction, vest the whole or any part of such assets in trustees
upon such trusts for the benefit of the contributories if he considers
necessary, but so that no member shall be compelled to accept any shares or
other securities whereon there is any liability.
Indemnity
91. Every officer of the
company shall be indemnified out of the assets of the company against any
liability incurred by him in defending any proceedings, whether civil or
criminal, in which judgment is given in his favour or in which he is acquitted
or in which relief is granted to him by the court or the Tribunal.
We the several persons,
whose names and addresses are subscribed, are desirous of being formed into a
Company in pursuance of this Articles of Association and we respectively agree
to take the number of shares in the Capital of the Company set opposite to our
respective names.
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Sl. No.
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Name, Description Occupation and address of
each Subscriber
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No. of Equity Shares taken by each Subscriber
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Signature of Subscribers
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Name, address,
Description occupation and Signature
of witness or witnesses
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Witness Statement:
“I witness
to subscriber/subscriber(s), who has/have subscribed and signed in my presence
(date and place to be given); further I have verified his or their Identity
Details (ID) for their identification and satisfied myself of his/her/their identification
particulars as filled in”
Name of the Witness:
Signature of the Witness:
Place : Dated
this th day of 2014
