THE COMPANIES ACT, 1956 - DOC - DOC

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					                             THE COMPANIES ACT, 1956

                            COMPANY LIMITED BY SHARES

                             ARTICLES OF ASSOCIATION

                                           OF


                            [NAME OF COMPANY]


                            CONSTITUTION OF THE COMPANY


1. Subject to the regulations hereinafter provided, the regulations contained in Table „A‟ in
   the First Schedule to the Companies Act, 1956 shall apply to the Company.

2. The regulations for the management of the Company and for the observance by the
   members thereof shall be such as are contained in these Articles subject, however to the
   exercise of the statutory powers of the Company in respect of repeal, additions,
   alterations, substitutions, modifications and variations thereto by a Special Resolution as
   prescribed by the Companies Act, 1956 or any statutory modification thereof in force.

3. Subject to Article 2 hereunder, unless repugnant to the context, the words and
   expressions contained in these Articles shall bear the same meaning as in the
   Companies Act, 1956 or any statutory modification thereof in force.


                                       INTERPRETATION

4. In these regulations –

        (a)   “the Act” means the Companies Act, 1956;

        (b)   “the Company” or “this Company” means [NAME OF THE COMPANY]

        (c)   “the seal” means common seal of the Company.

        (d)   "these Articles" or "these Presents" means the regulations contained in this
              Articles of Association

        (e)   “Month" means a calendar month reckoned according to the British Calendar.

        (f)   "the Office" means the Registered office for the time being of the Company

        (g)   „Paid up‟ includes credited as paid up.

        (h)   Person includes corporations as well as individuals.

        (i)   Words imputing the masculine gender shall also include feminine gender.

        (j)   Words imputing the singular number includes plural where the context so
              requires.



                                       Page 1 of 24
        (k)   „Auditor‟ mean the statutory auditors of the Company appointed by the
              Company in accordance with the provisions of the Act.

        (l)   "Beneficial Owner" means a person whose name is recorded as such with a
              Depository;

        (m)    "Depository" means a company formed and registered under the Companies
              Act, 1956 (1 of 1956), and which has been granted a certificate of registration
              under sub-section (1A) of section 12 of the Securities and Exchange Board of
              India Act, 1992 (15 of 1992);


                                  PRIVATE COMPANY


5. This Company being a private limited company within the meaning of Sections 2(35) and
   3 (1)(iii) of the Companies Act 1956 and accordingly the following provisions shall have
   effect, namely: -

   a) No invitation shall be issued to the public to subscribe for any shares in or debentures
      of the Company;

   b) The number of the members of the Company (Exclusive of persons who are in the
      employment of the Company and persons who, having been formerly in the
      employment of the Company, were members of the Company while in that
      employment and have continued to be members after the employment ceased) is
      limited to fifty; provided that where two or more persons hold one or more shares in
      the Company jointly, they shall, for the purpose of this definition, be treated as a
      single member;

   c) The right to transfer the shares in the Company is restricted in the manner and to the
      extent provided in these Articles.

   d) Any Invitation or acceptance of deposits from persons other than the company‟s
      members, directors or their relatives is prohibitive.


                                GENERAL AUTHORITY

6. Wherever in the Act it has been provided that the Company shall have any right, privilege
   or authority or that the Company could carry out any transaction only if the Company is
   so authorized by its Articles, then and in that case and for that purpose, by virtue of this
   Regulation, the Company is hereby specifically authorized, empowered and entitled to
   have such right, privilege or authority, to carry out such transactions as have been
   permitted by the Act, without there being any separate Regulation in that behalf herein
   provided.



                                    SHARE CAPITAL

7. The authorized share capital of the Company shall be such as specified in the Clause V
   of Memorandum of Association or as altered from time to time, payable in the manner as
   may be determined by the directors, with power to increase, reduce, sub divide or to


                                       Page 2 of 24
    repay the same or to divide the same into several classes and to attach thereto any rights
    and to consolidate or sub divide or re-organize the shares and subject to the provisions of
    Act, to vary such rights as may be determined in accordance with the regulations of the
    company. The company shall have minimum paid up capital of Rs. 1, 00,000.


                                INCREASE IN SHARE CAPITAL

8. 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.

9. The Company may, by ordinary resolution, –

        1. Consolidate and divide all or any of its share capital into shares of larger amount
           than its existing shares;

        2. Sub-divide its existing shares or any of them into shares of smaller amount than
           is fixed by the memorandum, subject, nevertheless, to the provisions of clause
           (d) of sub-section (1) of section 94 of the Act;

        3. 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.


                             DECREASE IN SHARE CAPITAL

10. The company may, subject to any incidental authorization and consent required by law,
    from time to time, by special resolution reduce in any manner :-l


        1. Its share capital;

        2. Any capital redemption reserve account; or

        3. Any securities premium account.


                        REEDEMABLE PERFERENCE SHARES


11. Subject to the provisions of Section 80 of the Act, any preference shares may, with the
    sanction of an ordinary resolution, be issued on the terms that they are, or at the option of
    the Company are liable, to be redeemed on such terms and in such manner as the
    Company before the issue of the shares may determine.

12. Subject to the provisions of the Act, it shall be lawful for the Company to issue at a
    discount, shares of a class already issued.



                 ALTERATION OF THE RIGHTS OF SHAREHOLDERS

13. 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,


                                        Page 3 of 24
      subject to the provisions of sections 106 and 107 of the Act, 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 the separate
      meeting of the holders of the shares of that class.
      To every such separate meeting, the provisions of these regulations relating to general
      meetings shall mutatis mutandis apply. The necessary quorum for such meetings shall be two
      persons at least holding or representing by proxy one-third of the issued shares of the class in
      question.

14. 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.



                   ISSUE OF SHARE WITH DIFFERENTIAL VOTING RIGHT

15. In terms of Section 86 of the Act , a company can now issue equity shares with
    differential rights to voting, dividend or otherwise in accordance with the Companies
    (Issue Of Shares With Differential Voting Rights) Rules 2001. The company can now
    issue equity shares which may carry different rights of voting or dividend or both


16. The Company may exercise the powers of paying commissions conferred by section 76
    of the Act, provided that the rate or the amount of the commission paid or agreed to be
    paid shall be disclosed in the manner required by that section.

      (1)       The commission may be by way of payment of cash or through the allotment of
                fully or partly paid shares or partly in the one way and partly in the other.

      (2)       The Company may also, on any issue of shares, pay such brokerage as may be
                lawful.


17.         The commission paid or agreed to be paid shall not exceed in case of shares, five
            percent of the price at which the shares are issued or the amount or rate authorized
            by the articles, whichever is less.

18.         The company by its Article may restrict its right to re-issue the debenture either by re-
            issuing the same debenture or by issuing other debenture in their place.




                                   TRUSTS NOT RECOGNISED

19.         Except as required by the law, no person shall be recognized 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 recognize (even when having notice thereof) any equitable,
            contingent, future or partial interest in any share, or any interest in any fractional part
            of 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 of the entirety thereof in
            the registered holder



                                            Page 4 of 24
                                 SHARE CERTIFICATE


20.   (1) Every person whose name is entered as a member in the register of members
      shall be entitled to receive within three months after allotment or within two months
      after the application for the registration of transfer (or within such other period as the
      conditions of issue shall provide) –

      1. One certificate for all his shares without payment; or

      2. Several certificates, each for one or more of his shares, upon payment of one
         rupee for every certificate after the first.

       (2) Every certificate shall be under the seal and shall specify the shares to which it
      relates and the amount paid up thereon.


                                  JOINT OWNERSHIP

21.   (1)     The Company shall register not less than two persons as joint holders of
              any shares.
      (2)     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.
22.   (1)     The joint holders of a share shall jointly and severally be liable to pay all
              calls in respect thereof.
      (2)     Any dividend, interest or other moneys payable in cash in respect of shares
              may be paid to the order of the Registered holder or to his bankers by any
              mode, or 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 in the
              register of members, or to such person and to such address as the holder or
              joint holders, may, in writing direct.
      (3)     Any one of two or more joint holders of shares may give effectual receipts for
              any dividend, bonus or any other sum payable in respect of such share.


                  LOSS OR DESTRUCTION OF SHARE CERTIFICATE

23.   If a share certificate is defaced, lost or destroyed, it may be renewed on payment of
      such fee, if any, not exceeding rupees ten and subject to such terms, if any, as to
      evidence and indemnity and the payment of out-of-pocket expenses incurred by the
      Company in investigating evidence, as the directors think fit. In case a duplicate
      share certificate is issued, the word "Duplicate" shall be stamped or punched in bold
      letters across the face thereof.


24.   No fee shall be charged for sub-division and consolidation of share and debenture
      certificates and for sub-division of letters of allotment and split, consolidation, renewal
      and pucca transfer receipts into denominations corresponding to the market units of
      trading, for sub-division of renounceable letters of rights, for issue of new certificate in
      replacement of those which are old, decrepit or worn out, or where the cages on the
      reverse for recording transfers have been fully utilized. Provided that the Company

                                       Page 5 of 24
      may charge such fees as may be agreed by it with the Stock Exchange with which its
      shares may be listed for the time being for issue of new certificates in replacement of
      those that are torn, defaced, lost or destroyed and for sub-division and consolidation
      of share and debenture certificates and for sub-division of letter of allotment and split,
      consolidation, renewal and pucca transfer receipts into denominations other than
      those fixed for the market units of trading,. However, the Company shall not sub-
      divide/consolidate a share certificate comprising of shares other than the marketable
      lot.


                           FRACTIONAL CERTIFICATES

25.   The Board shall have full power-

      1. To make such provision, by the issue of fractional certificates or by payment in
         cash or otherwise as it thinks fit, for the case of shares or debentures becoming
         distributable in fractions; and also

      2. To authorize any person to enter, on behalf of all the members entitled thereto,
         into an agreement with the Company providing for allotment to them respectively,
         credited as fully paid up, of any further shares to which they may be entitled upon
         such capitalization, or (as the case may require) for the payment by the
         Company on their behalf, by the application thereto of their respective
         proportions of the profits resolved to be capitalized, of the amounts or any part of
         the amounts remaining unpaid on their existing shares.


                                  LIEN ON SHARES

26.   The Company shall have a first and paramount lien -

      1. On every share (not being a fully-paid share), for all moneys (whether presently
         payable or not) called, or payable at a fixed time, in respect of that share; and

      2. On all shares (not being fully-paid shares) standing registered in the name of a
         single person, for all moneys presently payable by him or his estate to the
         Company;

      Provided that the Board of Directors may at any time declare any share to be wholly
      or in part exempt from the provisions of this clause

27.   The Company‟s lien, if any, on a share shall extend to all dividends payable thereon.


               SALE OF SHARES ON WHICH COMPANY HAS LIEN


28.   The Company may sell, in such manner as the Board thinks fit, any shares on which
      the Company has a lien:

      Provided that no such sale shall be made –

      1. Unless a sum in respect of which the lien exists is presently payable, or

      2. 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

                                      Page 6 of 24
                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.


29.         (1) To give effect to any such sale, the Board may authorize any person to transfer
            the shares sold to the purchaser thereof.

            (2) The purchaser shall be registered as the holder of the shares comprised in any
                such transfer.

            (3) 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 sale.

30. 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, 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

31.
      (1)       The Board may, from time to time, make calls upon the members in respect of
                any moneys 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 time
      (2)       A call shall be deemed to have been made at the time when the resolution of
                the Board authorizing the call was passed and may be required to be paid by
                installments
      (3)       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.

      (4)       Not less than 30(Thirty) days notice of any call shall be given to the members
                specifying the time and place of payment and to whom such call shall be paid.

      (5)       A call may be revoked or postponed at the discretion of the Board.


32.         (1) 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 a rate,
            as the Board may determine but in any case not exceeding 12%.

            (2) The Board shall be at liberty to waive payment of any such interest wholly or in
            part.

33.         Upon all or any of the moneys so advanced, may (until the same would, but for such
            advance, become presently payable) pay interest at such rate, as may be decided by
            the Board.

                                            Page 7 of 24
                              TRANSFER OF SHARES


34.   (1) The instrument of transfer of any share in the Company shall be executed by or
      on behalf of both the transferor and the transferee.

      (2) 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.

35.   Subject to the provisions of section 108 of the Act, the shares in the Company shall
      be transferred through the Prescribed Form under Companies (Central Govt.‟s)
      General Rules & Forms, 1956, unless the shares are in dematerialized form.

36.

      (1) The Shares of the Company may be transferred by any Member to another
          Member of the Company. However, shares of the Company shall not be
          transferred to a person who is not its Member at the time of such transfer, so
          long as any Member or any person selected by the Directors in the interest of the
          Company, is willing to purchase the shares at a fair value.

      (2) Except where the transfer is made pursuant to Article 36 (1), hereof, every
          Member or other person who intends to transfer the shares (herein after referred
          to as the “Vendor”) shall give in writing (herein after referred to as the “Transfer
          Notice”) to the Company that he desires to transfer the same. Such notice should
          constitute the Board his agent for the sale of the said Shares in one or more lots
          at the discretion of the Board to Members of the Company. The transfer notice
          shall not be revocable except with the sanction of the Board.

      (3) The fair price shall be that price as may be agreed upon by the Vendor and the
          Board, or in default of such agreement at a price which the Auditor of the
          Company for the time being shall certify by writing under his hand to be in his
          opinion the fair selling value thereof as between a willing vendor and a willing
          purchaser.

      (4) Upon the price being ascertained as aforesaid the Board shall forthwith give
          notice to all the Members of the Company of the number and price of the Shares
          to be sold and invite each of them to state in writing within twenty one (21) days
          from the date of notice whether he is willing to purchase any, and if so, what
          maximum number, of the said Shares.

      (5) At the expiration of the said twenty one (21) days, the Board may allocate the
          said Shares to or amongst the Member or Members who shall have expressed
          his or their willingness to purchase in proportion to the number of Shares already
          held by them respectively, provided that no Member shall be obliged to take
          more than the said maximum number of Shares so notified by him. Upon such
          allocation being made the Vendor shall be bound on payment of the said price to
          transfer the Shares to the purchaser or purchasers thereof and if he defaults in
          doing so, the Board may receive and give a good discharge for the purchase
          money on behalf of the Vendor and enter the name of the purchaser in the
          register as holder by transfer of the Shares so purchased by him.

      (6) Any Share may be transferred by a Member to any of his lineal descendants,
          father, brother, wife or husband of such Member and the restriction in these

                                     Page 8 of 24
            Articles shall not apply to any transfer authorized by these Articles provided that
            it is proved to the satisfaction of the Board that the transfer bonafide falls within
            one of these exceptions and provided that also it does not have the effect of
            increasing the membership of the Company beyond fifty, or does not, in the
            opinion of the Board, violate any provision of Law.

      (7)    Notwithstanding anything contained to the contrary in the preceding Articles any
            Share or Shares may be transferred to any person not a Member, with the
            previous unanimous consent in writing of all the Members for the time being of
            the Company expressly waiving the rights, privileges and the restrictions
            imposed for the transfer of Shares in these Articles.

37.   Nothing in Article 36, shall apply to the transfer of the shares by the members to his
      wife, son, daughter or any lineal descendant.

38.   If the Board refuses to register the transfer of or the transmission by operation of law
      of the right to any share, the Company shall within two months from the date on
      which the instrument of transfer or the intimation of such transmission, as the case
      may be, give notice of such refusal.


39.   Subject to the provisions of section 154 of the Act, 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 30 days at any
      one time or more than 45 days in the aggregate during any year.

40.   No fees shall be charged by the Company on the registration of a probate, letters of
      administration, certificate of death or marriage, power of attorney, or other similar
      instruments of transfer.


                                TRANSMISSION OF SHARES

41.   (1) On the death of a member, the survivor or survivors where the member was a
      joint holder, and his legal representatives where he was a sole holder, shall be the
      only persons recognized by the Company as having any title to his interest in the
      shares.

      (2)         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.


            (3)         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.



                                          Page 9 of 24
            (4)     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 his intention along with evidence as may be
                    required by the Board.

            (5)     If the person aforesaid elects to transfer the share, he shall testify his
                    election by executing a transfer in respect of the share.

            (6)     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 of transfer as aforesaid as if the death or
                    insolvency of the member had not occurred and the notice of transfer
                    were a transfer signed by that member.



            RIGHT TO RECEIVE DIVIDEND IN CASE OF TRANSMISSION

42.     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 moneys payable in respect of the share, until the
        requirements of the notice have been complied with.



                                   FORFEITURE OF SHARES

43.     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.

44.   (1)     A forfeited share may be sold or otherwise disposed of on such terms and
              in such manner as the Board thinks fit.

      (2)     At any time before a sale or disposal as aforesaid, the Board may cancel
              the forfeiture on such terms as it thinks fit.

45.   (1)     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 moneys which, at the date of
              forfeiture, were presently payable by him to the Company in respect of the
              shares.

      (2)     The liability of such person shall cease if and when the Company received
              payment in full of all such moneys in respect of the shares.


                                       Page 10 of 24
46.   (1)     A duly verified declaration in writing that the declarant is a director,
              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.

      (2)     The Company may receive the consideration, if any, given for the share on
              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.

      (3)     The transferee shall thereupon be registered as the holder of the share.

      (4)     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.

47. The provisions of these regulations as to forfeiture shall also 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.


                        DEMATERIALISATION OF SECURITIES

48.     Either the Company or the shareholders may exercise an option to issue or hold the
        securities (including shares) with a depository in electronic form in which event the
        rights and obligations of the concerned and the matters connected therewith or
        incidental thereto, shall be governed by the provisions of the Depositories Act, 1996
        and related laws and regulations as amended from time to time or any statutory
        modification thereto or re-enactment thereof.



                       CONVERSION OF SHARES INTO STOCK

49.     The Company may, by ordinary resolution, -

        1. Convert any paid-up shares into stock; and

        2. Reconvert any stock into paid-up shares of any denomination.


50.     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.

51.    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

                                       Page 11 of 24
      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.

52.   Such of the regulations of the Company (other than those relating to share warrants),
      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.


                               POWER TO BORROW

53.   Subject to the provisions of Section 58A and 292 , 293, 125,135 and other applicable
      provisions of the Act, the Directors shall have power, from time to time and at their
      discretion, to borrow, raise or secure the payment of any sum of money for the
      purpose of the Company in such manner and upon such terms and conditions in all
      respects as they think fit and in particular by the issue of debentures or bonds of the
      Company or by mortgage or charge upon all or any of the properties of the Company
      both present and future including its uncalled capital for the time being


                               GENERAL MEETINGS

54.   The company shall in addition to any other meeting, in each year hold its Annual
      General meeting in accordance with provisions of Section 166 of the Act, at such
      time and place as may be determined by the board and shall specify the meeting as
      such in the notice concerning the same. Any general meeting other than the annual
      general meeting shall be called extraordinary general meeting.

55.   The Board may whenever it thinks fit, call an extraordinary general meeting. Such
      meetings may be called either at the discretion of the Board or on requisition of the
      shareholders as per the provisions of section 169 of the Act.


                         NOTICE FOR GENRAL MEETING


56.    A General Meeting of the Company may be called by giving not less than 21 days
      notice in writing. A General Meeting may be convened giving shorter notice as
      follows:

      1) In the case of an Annual General Meeting, by all the members entitled to attend,
      and vote thereat

      2) In the case of any other meeting, by Members holding not less than ninety five
       percent (95%) of the nominal value of the Shares entitled to vote there at. -

57.    Notice of every General Meeting shall be given to every Member, to any person
      entitled to a share in consequence of the death or insolvency of a Member, and to
      the Auditors for the time being of the Company, in the manner hereinafter provided
      for the giving of notice


58.   Explanatory statement as defined in Sec-173(2) of the act shall apply to the
      company.


                                    Page 12 of 24
59.   (1) 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.

      (2) Save as herein otherwise provided, two members present in person shall be a
      quorum.


                         CHAIRMAN OF GENRAL MEETING

60.   (1) The chairman, if any, of the Board shall preside as chairman at every general
      meeting of the Company.

      (2) If there is no such chairman, or if he is not present within fifteen minutes after the
      time appointed for holding the meeting, or is unwilling to act as chairman of the
      meeting, the directors present shall elect one of their numbers to be chairman of the
      meeting.

      (3). If at any meeting, no director is willing to act as chairman 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 numbers to be chairman of the meeting.




                          POWER TO ADJOURN MEETING

61.   The chairman 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.

      (1) No business shall be transacted at any adjourned meeting other than the
          business left unfinished at the meeting from which the adjournment took place.

      (2) 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.

      (3) Save as aforesaid, it shall not be necessary to give any notice of an adjournment
          or of the business to be transacted at an adjourned meeting.


62.   In the case of an equality of votes, whether on a show of hands or on a poll, the
      chairman of the meeting at which the show of hands takes place or at which the poll
      is demanded, shall be entitled to a second or casting vote.



                                  VOTE OF MEMBER

63.   Subject to any rights or restrictions for the time being attached to any class or classes
      of shares,-

      1. On a show of hands, every member present in person shall have one vote; and

                                     Page 13 of 24
      2. On a poll, the voting rights of members shall be as laid down in section 87 of the
         Act.

64.   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.

65.   If a shareholder does not pay all the calls in respect of his shares then company may
      allow to vote at the general meeting or not.


                   REPRESENTATIVE OF MEMBER COMPANY

66.   Any company or body corporate which is a member of the company shall be entitled
      to appoint by instrument in writing, such person as it thinks fit to act as its
      representative at any meeting of the company held in pursuance of the Act. A person
      authorized as aforesaid shall be entitled to exercise the same right and powers if it
      were an individual member of the company.


                                        PROXY

67.   Any company or body corporate which is a member of the company shall be entitled
      to appoint by instrument in writing, such person as it thinks fit to act as its
      representative at any meeting of the company held in pursuance of the Act. A person
      authorized as aforesaid shall be entitled to exercise the same right and powers if it
      were an individual member of the company.

68.   The instrument appointing a proxy and the power of attorney or other authority, if any,
      under which it is signed or a materially certified copy of that power of authority, shall
      be deposited at the registered office of the Company not less than 48 hours before
      the time of the meeting.


                                VALIDITY OF PROXY

69.   A vote given in accordance with the terms of an instrument appointing a 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.

70.   On a show of hands, every member present in person and in proxy shall have one
      vote; and

71.   A Company by its articles is entitled to appoint more than one proxy to attend the
      meeting.


                                      DIRECTOR



                                     Page 14 of 24
72.   Subject to the provision of Sec-252 read with Sec 259 of the Act the minimum
      number of directors shall be two and maximum shall be twelve.

73.   The First Directors of the Company will be:

      1. [NAME OF FIRST DIRECTOR]
      2. [NAME OF FIRST DIRECTOR]

74.   The Directors need not hold any qualification shares in the Company.


                          REMUNERATION OF DIRECTOR

75.   In addition to the remuneration payable to the Directors in pursuance of the Act, they
      may be paid traveling, hotel and other expenses, properly incurred by them:

      1. For attending and returning from meeting of the Board of directors or any
         committee thereof or general meetings of the Company; or
      2. In connection with the business of the Company.

76.   The remuneration of the directors shall, in so far as it consists of a monthly payment,
      be deemed to accrue from day to day.

77.   A director who is either in whole time employment of the company or a managing
      director may be paid remuneration by way of a monthly payment or at a specified
      percentage of the net profit of the company or partly by monthly payment and partly
      by specified percentage of profit.

78.   Subject to the provisions of the Companies Act, 1956 and rules framed thereunder,
      each Director may receive out of the funds of the Company by way of sitting fees for
      his services a sum not exceeding the sum prescribed under the Companies Act
      1956, for every meeting of the Board of Director or Committee thereof attended by
      him, which may be differ from one director to another director.


            CONTRACTS BETWEEN THE DIRECTOR AND COMPANY

79.   Subject to the provisions of Section 297 of the Act, a Director shall not be disqualified
      from contracting with the Company either as vendor, purchaser or otherwise for
      goods, materials and services or for underwriting the subscription of any shares in or
      debentures of the Company; nor shall any such contract or arrangement entered into
      by or on the behalf of the Company with a relative of such Director, or a firm in which
      such Director is a Member or Director, be avoided; nor shall any Director so
      contracting be liable to account to the Company for any profit realized by any such
      contract or arrangement by reason of such Director holding office or of the fiduciary
      relationship thereby established.


                  APPOINTMENT OF ALTERNATE DIRECTOR

80.   The Board of Directors may appoint alternate director subject to provisions of the act
      to act for a Director during his absence for a period of not less than 3 months from
      the place at which the meetings of the Board are ordinarily held.




                                     Page 15 of 24
                   APPOINTMENT OF ADDITIONAL DIRECTOR


81.   (1) 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 these articles.

      (i2) Such person shall hold office only unto 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 meeting subject to the provisions of the Act.


      (3) Subject to provisions of the Act, a Director may resign from the office of director
      by giving notice in writing addressed to the Company, or to the Board or to the
      chairman and from that date his resignation is accepted.



             GROUNDS OF VACATION OF OFFICE BY DIRECTORS

82.   The office of director shall become vacant if he/she falls in any condition of sec 283
      of the act




             APPOINTMENT OF DIRECTOR FOR CASUAL VACANCY

83.   If any Director appointed by the Company in general meeting vacates office as a
      Director before his normal term of office, the resulting casual vacancy may be filled
      up by the Board at a meeting of the Board subject to provisions of the act, but any
      person so appointed shall retain his office only so long as the vacating Director would
      have retained the same if no vacancy had occurred. Provided, further that any
      person who has been removed from the office of Director under Section 284 of the
      Act, may not be appointed as director to fill any vacancy that may arise.


                               NOMINEE DIRECTORS

84.   The Company shall subject to the provisions of the Act, be entitled to agree with any
      person, firm or corporation that he or it shall have the right to appoint his or its
      nominee (hereinafter referred to as a "Nominee Director") on the Board of Directors
      of the Company upon such terms and conditions as the Company may deem fit. The
      Corporation, firm or person shall be entitled, from time to time to remove any such
      Director or Directors and appoint another or others in his or their places. Such
      directors He shall be entitled to the same rights and privileges and be subject to the
      same obligations as any other Director of the Company, subject to the privileges
      granted by the Act.



           POWERS OF MANAGING DIRECTOR OR WHOLE TIME DIRECTOR



                                    Page 16 of 24
 85.       The Board of Directors, subject to Section 292 of the Companies Act, 1956, may
           entrust to and confer upon a Managing or Whole Time Director any of the powers
           exercisable by them, upon such terms and conditions and with such restrictions as
           they may think fit and either collaterally with or to the exclusion of their own powers
           and may, from time to time, revoke, withdraw or alter or vary all or any of such
           powers.


                                   USE OF OFFICIAL SEAL


 86.       1) The Directors shall provide a Common Seal for the purpose of the Company, and
           shall have power from time to time to destroy the same and substitute a new seal in
           lieu thereof and the Directors shall provide for the safe custody of the seal for the
           time being.

           2) 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 authorized by it
           in that behalf, and except in the presence of at least one director or such other
           person as the Board may appoint for the purpose; and such director or other persons
           aforesaid shall sign every instrument to which the seal of the Company is so affixed
           in their presence.




                                      BOARD MEETING

87.    1) The Board of directors shall meet at least once in every three calendar months for the
       dispatch of business and at least four such meetings shall be held in every calendar year.

        2) The Board shall have power to adjourn and otherwise regulate its meetings, as it
       thinks fit, subject to the provisions of section 285 of the Act.


 88.
                            rd
           Not less than 1/3 of the total number of directors subject to minimum of 2 shall be
           the requisite quorum for the Board meeting subject to provisions of the act.

 89.       The Board may elect a chairman for its meetings and determine the period for which
           he is to hold office.

 90.       The Board shall cause minutes to be kept of every meeting of the Board or
           Committee of the Board in accordance with Section 193 of the act.


                              APPOINTMENT OF COMMITTEES

 91.       The Board may, subject to the provisions of the Act, delegate any of its powers to
           committees consisting of such member or members of its body as it thinks fit.

           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.

                                         Page 17 of 24
92.   1) A committee may meet and adjourn as it thinks proper.

      2) 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 chairman
      shall have a second or casting vote.



                          RESOLUTION BY CIRCULATION

93.   Save as otherwise expressly provided in the Act, and also, subject to the provisions
      of section 289 of the Act, a circular resolution in writing, signed by such of the
      directors as are then in India, or by a majority of 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 and to vote thereat, shall be as valid and effectual as if it had
      been passed at a meeting of the Board or committee, duly convened and held. The
      consent may be in the form of counterparts of the resolution.


                      VALIDITY OF THE ACT OF DIRECTORS

94.   All acts done by 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 as per
      provisions of the act, be as valid as if every such director or such person has been
      duly appointed and was qualified to be a director.




                                     Page 18 of 24
                               GENERAL POWERS OF BOARD

95.    Subject to Section 292 of the Act, the Board of Directors shall have the right to
       delegate any of their powers to such managers, agents or other persons as they may
       deem fit and may at their own discretion revoke such powers.



          CHEQUES, PROMISSIORY NOTES AND NEGOTIABLE INSTRUMENTS

96.    All Cheques, promissory notes, drafts, hundies, 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 may , from time to time, determine by
       resolutions.


                              MANAGER/ SECRETERY

97.    Subject to the provisions of the Act a manager or secretary may be appointed by the
       Board or by any person authorized by Board for such term, at such remuneration and
       upon such terms and conditions as it may think fit; and any manager or secretary so
       appointed may be removed by the Board by any person authorized by Board; and

       A provision of the Act or these regulations requiring or authorising a thing to be done
       by or to a director and the manager or secretary shall not be satisfied by its being
       done by or to the same person acting both as director and as, or in place of, the
       manager or secretary.


                                      OFFICERS

98.    The Directors shall from time to time appoint/remove/transfer such number of officers
       and subordinate staff, with such designation and such duties and authorities, as it
       shall deem fit. Board shall have the power to remove such officer/s, staff and also
       have power to transfer them to any of its branch anywhere.


                                       DIVIDEND

99.    The Company in general meeting may declare dividends, but such dividend shall not
       exceed the amount recommended by the Board.

100.   The Board may, before recommending any dividend, set aside out of the profits of the
       Company such sums as it thinks proper 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 equalizing 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,
       think fit.

101.   Any dividend, interest or other moneys payable in cash in respect of shares may be
       paid to the order of the Registered holder or to his bankers by any mode, or by


                                     Page 19 of 24
       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.

       Every such Cheque or warrant shall be made payable to the order of the person to
       whom it is sent.

102.   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.

103.   Any one of two or more joint holders of share may give effectual receipts for any
       dividends, bonuses or other moneys payable in respect of such share.

104.   Subject to provisions of the Act, 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.

105.   A Company may pay dividend in proportion to the amount paid up on each share
       where a larger amount is paid up on some shares than on others.

106.   Where shares are issued for the purpose of raising money to defray the expenses of
       the construction of any work or building or the provision of any plant the company
       may pay interest on so much of that share capital as is for the time being paid up for
       the period and subject to conditions and restrictions as mentioned in Sec-208 of the
       act


                               BOOKS AND ACCOUNTS

107.   The Directors shall 'cause to be kept in accordance with Section 209 of the Act proper
       books of accounts with respect to all sums of money received and expended by the
       Company and the matters in respect of which the receipt and expenditure takes place
       sales and purchases of goods by the Company; and the assets and liabilities of the
       Company

108.   A company which has issued debenture may keep in any state or country outside
       India a branch register of members or debenture holders resident in that state or
       country

109.   The books of accounts and other books and papers shall be kept at the office or
       other place in India as the director think fit , and shall be open to inspection by any
       director during business hours

110.   The Board may '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 may be open to the inspection of Member not being
       Directors

111.   The books containing minutes shall be open for inspection 2 hours in a day during
       business hours.
112.   There shall be attached to every Balance Sheet laid before the Company in General
       Meeting a report of the Board in accordance with Sec 217 of the Act.




                                       Page 20 of 24
                                    ANNUAL AUDIT


113.   1) The books of account of the Company shall be examined and the correctness of
       the Balance Sheet and Profit and Loss Account determined by one or more Auditor
       or Auditors at least once every year.

       2) Where the Company has a branch office the accounts of the branch office shall be
       audited in accordance will Section 228 of the Act.

114.   The Company shall at each Annual General Meeting by Ordinary Resolution/special
       resolution as may be required as per provisions of the act appoint or re-appoint an
       Auditor or Auditors to hold office from the conclusion of that meeting until the
       conclusion of the next Annual General Meeting.

115.   Every Auditor of the Company shall have a right of access at all times to the books
       and vouchers of the Company and shall be entitled to obtain from the Directors and
       Officers of the Company such information as may be necessary for the performance
       of the duties of the Auditors.

116.   The Auditor shall be entitled to receive all notices and Communications relating to
       General meetings of the Company in accordance with Section 231 of the act and the
       Auditors shall be entitled to attend any General Meeting and to be heard at any
       General Meeting which he attends on any part of the business which concerns him
       as Auditor.

117.   The Auditor's report shall be read before the Company in General Meeting and shall
       'be open to inspection by any Member of the Company

                                       SECRECY

118.   Every manager, auditor, trustee, member of a committee, officer, servant, agent,
       accountant or other person employed in the business of the Company shall, if so
       required by the Board of Directors, before entering upon the duties, sign a
       declaration pledging himself to observe strict secrecy respecting all bonafide
       transactions of the Company with its customers and the state of accounts with
       individuals and in matters relating thereto and shall by such declaration pledge
       himself not to reveal any of the matters which may come to his knowledge in the
       discharge of his duties except so far as may be necessary in order to comply with
       any of the provisions in these presents and the provisions of the Companies Act,
       1956.

                           CAPITALIZATION OF PROFITS

119.   The Company in general meeting may, upon the recommendation of the Board,
       resolve-
       1) That it is desirable to capitalize 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

       2) That such sum is accordingly set free for distribution in the manner specified in
       clause (1) amongst the members who would have been entitled thereto, if distributed
       by way of dividend and in the same proportions.




                                      Page 21 of 24
                                NOTICE TO MEMBERS

120.    A notice or other document may be given by the Company to any Members resident
       in India by sending it by post to him to his registered address in India, or if the
       Member has no registered address in India, to the address, 'if any, supplied by such
       member to the Company for the giving of notice to him. In the case if a Member who
       is not a resident of India and who holds shares in the Company with the permission
       of the Reserve Bank of India a notice or other document shall be given by the
       Company by sending it by post to him at his registered address outside-India.


121.   A notice or other document advertised in a newspaper circulating in the
       neighborhood shall be deemed to be duly served on the day on which the
       advertisement appears, on every Member resident in India who has no registered
       address in India and has not supplied to the Company an address for the giving of
       notices to him.

122.   A notice may be given by the company to the joint holders of a share by giving the
       notice to the joint holder whose name first appears in the Register in respect of
       shares jointly held by him.

                            INSPECTION OF REGISTERS

123.   Where under the Act any person, whether a Member of the Company or not, is
       entitled to inspect any Register, return, certificate, deed, instrument or document kept
       or maintained by the Company, the person so entitled shall have the right to inspect
       the same during such business hours as may subject to the provisions of the Act in
       that behalf, be determined by the Board or the Company in General Meeting, and the
       Company shall comply with the provisions of the Act regarding the supply of copies of
       any such Register, return, certificate, deed, instrument or other document.

                             DISTRIBUTION OF ASSETS

124.   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.

       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 as the liquidator, with
       the like sanction, shall think fit, but so that no member shall be compelled to accept
       any shares or other securities whereon there is any liability.

                                     WINDING UP

125.   If the Company is 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 specie 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.




                                      Page 22 of 24
                                    INDEMNITY

126.   Subject to the provisions of Section 201 of the Act, the Company shall indemnify and
       defend its Chairman, Managing Director, Manager, Company Secretary and other
       officers and directors from and against any and all liability in connection with claims,
       actions and proceedings (regardless of the outcome), judgment, loss or settlement
       thereof, whether civil or criminal, arising out of or resulting from their respective
       performances as officers and directors of the Company, except for the gross
       negligence or willful misconduct of the officer or director seeking indemnification.




                                      Page 23 of 24
We the several persons, whose name and address are subscribed below, are desirous of being
formed into a company in pursuance of these Articles of Association

  S.     Names, Description, occupation        Signatures of       Name addresses description and
  No        and addresses of each               subscribers        signature of witness or witnesses
                 Subscribers


 1.      Name:




                                                                        Name and Address, Signatures, Occupation of Professional, who will witness the signatures of
         Fathers Name                      Number of Shares
         Address                           to be subscribed
         Occupation                        (both in figures and
                                           words)




                                                                                                              subscribers
 2.      Name:                             Number of Shares
         Fathers Name                      to be subscribed
         Address                           (both in figures and
         Occupation                        words)




         TOTAL                               Number of Shares
                                              to be subscribed
                                            (both in figures and
                                                   words)
Place:
Date:




                                          Page 24 of 24

				
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