MEMORANDUN OF ASSOCIATION
ARTICLES OF ASSOCIATION
CHEKURI CHEMICALS PRIVATE LIMITED
THE COMPANIES ACT, 1956
(1 OF 1956)
COMPANY LIMITED BY SHARES
MEMORANDUM OF ASSOCIATION
CHEKURI CHEMICALS PRIVATE LIMITED
I. The name of the Company is CHEKURI CHEMICALS PRIVATE
II. The Registered Office of the Company will be situated in State of Andhra
III. The Objects for which the Company is established are:
(A). THE MAIN OBJECTS TO BE PURSUED BY THE COMPANY ON
ITS INCORPORATION ARE:
1. To carry on the business of in India or elsewhere, manufacturers, processors,
producers, importers, exporters, distributors, buyers, sellers, agents of all
kinds of chemicals acids and allied products including by-products and
ancillary products relating to chemicals, being used for any industrial,
commercial, agricultural and/or domestic purposes and to treat and utilize
any waster arising from any such production so as to produce, manufacture
by-products of any kind or nature.
2. To carry on the business of in India or elsewhere, mine, process, trade, or
business in all varieties of minerals like Molybdenum, vanadium, Quartz,
Manganese Ore, Chrome Ore, Iron Ore, Coal, Limestone, Dolomite or any
other minerals and all Ferrous and Non- Ferrous Metals, Metal Alloys and
their By –Products.
3. To carry on the business of manufacture, process, conversion, import, export,
distribute, trade or otherwise deal in all varieties of Chemicals, Chemical
products, Ferro Alloys, Non- Ferrous Metals steel and its allied products.
4. To carry on the business in India or elsewhere manufacture, process,
conversion job work, import, export, distribute, trade or otherwise deal in or
to act as Manufacturer’s Representatives, Metallurgists, prospectors,
contractors, Agents, consultants and Company Promoters of all varieties of
Chemicals and Chemical Products, Mineral and Metals.
5. To carry on the business of designing, developing, processing, repairing
assembling, manufacturing, buying, selling, importing, exporting,
distributing, hiring, trading and dealing in all kinds of plant and machinery,
equipment appliances operated by the use of electricity, steam, motive power
or mechanical force or otherwise for chemicals, Minerals, Metals,
Metallurgical, Ferro Alloys, Sponge Iron and Steel industries.
(B) THE OBJECTS INCIDENTAL OR ANCILLARY TO THE
ATTAINMENT OF THE MAIN OBJECTS ARE :
1. To acquire, purchase, start, run, erect, build, enlarge, pull down, replace,
control, manage, maintain, buy sell or dispose of land, business, factories,
workshops, foundries, mails, equipments, machinery, plant, components,
accessories, spares, tools, raw materials, industrials undertakings
warehouses, godowns, shops, departmental stores, offices, cellars, vaults,
wagon power stations, gas-works, water-works, water-tanks, bridges, staff
and workers quarters roads, ways, sidings and other works and convenience
which may seem directly or indirectly conductive of any of the objects of
the company and to contribute, subsidies or otherwise aid by taking part in
any such operations.
2. To buy, sell, plant, cultivate, produce, prepare, treat, repair, alter,
manipulate, exchange, hire let on hire, import, export, dispose of an deal in
articles and thing which may be requires for the purpose of any of business
which the company is expressly or by implication authorized by this
Memorandum to carry, on which are commonly supplied or dealt in by
persons engaged in any such business or which may seems capable of being
profitably dealt with in connection with any of the said business..
3. To purchase, construct, take on lease or tenancy or in exchange, hire tale
options over or other side acquire any estate, lands, buildings, easements or
other interest, rights in immovable properties for agricultural including
industrial, commercial and residential purposes, and to hold, concession,
licenses, privileges, claims, leases, options which may appear to be
necessary or convenient for any of the business of the Company and to sell,
lease, mortgage hypothecate or otherwise dispose of or grant rights over
any immovable property belonging to the Company.
4. To purchase, charters, hire, of otherwise acquire for any of the business of
5. To offer and enter into contracts and agreement for services in connection
with the undertaking of market surveys and for development of markets in
any part of the world for raw materials, minerals, substances, commodities,
goods and other articles and things and for that purpose to act as
superintendents, surveyors, valuers and analyzers.
6. To enter into any like or barter business involving the exchange or
purchases and sale of any of the products and allied items dealt in by the
7. To act as contractors, suppliers, agents, importers and exporters for any
Government or autonomous body or any firm, company, organization in the
private or public sector in furtherance of any of the objects of the Company.
8. To establish and maintain agencies or appoint representatives, agents,
canvassers, selling and buying agents in India or abroad for sale, purchase,
exchange, hire distribution or for any or more of the objects of the
Company and to regulate and discontinue the same.
9. To apply for take out obtain, purchase or otherwise acquire and turn to
account any copy rights, licenses, concessions, patent rights or inventions,
privileges, trade marks or secret processors which may seem capable of
being used for any of the purposes of Company or the acquisition of which
may seem calculates directly or indirectly to benefits this Company and to
use, exercise, develop or grant licenses, in respect of or otherwise turn to
account the property right or information to acquire and to expend money
in experimenting upon and testing and improving or seeing to improve any
patent rights, inventions, discoveries, process or information of the
Company or which the Company may acquire or propose to acquire.
10. To acquire and take over as a going concern by purchase of or on lease and
to undertake to carry on the whole or any part of the business together with
the goodwill and trade name, and property rights and liabilities of any
persons or persons, firm or any company carrying on any business any part
of the purposes of which is within the subjects of the company or which the
company is authorized to carry or possesses of property suitable for the
purposes of the Company and to pay for the same by shares, debentures,
debenture-stock, bonds, cash or otherwise and to conduct and carryon or
liquidate and wind up any such business.
11. To undertake the payment of all rents and performance of all coven ants,
conditions and agreements contained in and reserved by any lease that may
be granted or assigned to or be otherwise acquired by the Company.
12. To amalgamate, enter into foreign or Indian technical and/or financials
collaboration partnership or into any arrangements, for sharing or dealing in
profits, union of interest, co-operation, joint venture, reciprocal concession,
or otherwise with any person, firms, Corporation or Government or
company carrying on or engaged in or about to carry on or engage in any
business carrying or transaction which the company is authorized to carry
on and to leno money, to guarantee the contracts or otherwise assigns any
such person, firm or company and to take or otherwise acquire and hold
shares or securities of any such persons, firms or companies, to sell, hold,
re-issue with or without guarantee or otherwise deal with the same.
13. To promote form and to be interested in and take hold and dispose of shares
in any other company having objects similar altogether or in part of those
of this Company or carrying on any business capable of being conducted so
as directly or indirectly to benefits this Company and to subsidies or assist
any such company financially or otherwise by issuing or subscribing for or
guaranteeing the subscription and issue of share stocks, debenture –stocks,
or other securities of such company, to transfer to any such company any
property of this Company and to take or otherwise acquire, hold and
dispose of shares, debentures and other securities in or of any such
14. To enter into, make and perform contracts and arrangements, of every kind
and description with corporate body, State or Central Government or any
Companies firms or persons that may seem conductive to the Company’s
objective or any of them and to obtain from any such authority any rights,
privileges, charters, contracts, concession, licenses or purchase and sale of
any kind of goods machinery, spare parts, securities, shares, stocks,
debentures., etc which the Company for the time think desirable to obtain to
carry out exercise and comply with such arrangement, rights, privileges and
15. To sell, sublet, mortgage, lease, manage, develop, exchange, dispose of, or
transfer the business, immovable or movable property and undertaking of
the Company or any part thereof or any part of the property, rights and
concessions of the Company in such manner and upon such terms and
conditions and for such consideration as the Company may think fit to
accept and in particular for cash shares, debentures, debenture stock, bonds
or securities of any other company having object altogether or in part
similar to those of this Company.
16. To mortgage or charge all or any part of the property and rights of the
Company, including its cancelled capital.
17. To lend or deposit moneys belonging to or entrusted to or at the disposal of
the Company to such person, firm or company and in particular to
customers and other having dealing with the Company with or without
security upon such items as may be though proper and to invest to
otherwise employ such moneys in such manner as may be though proper
and from time to time to very such transactions. The company shall not
carry on banking business as defined under the Banking regulation Sct,
18 To invest and deal with the moneys of the Company not immediately
required in immovable and movable properties, shares, stocks, bonds,
debentures obligations and/or other securities of any company or
association or in Government securities or in current or deposit account
with banks or in the mortgage of immovable properties of any tenure or in
the pledge of movable or in any other manner as may from time to time sell
or very such investments and execute all assignments, transfers, receipts
and documents that may be necessary in that behalf.
19. To advance and/or to lend money, either with or without security and
generally to such persons, firms, association, trusts, corporations,
companies, etc.. upon such terms and conditions as the company may think
20. To give guarantee for the performance or discharge of any obligations,
liabilities, duties or the payments of moneys by any persons, firms, and
companies or Governments of State and to give indemnities.
21. To guarantee the payment of money unsecured or secured by or payable
under or in respect of promissory notes, bonds, debentures, debenture-
stock, contracts mortgages, charges, obligations, instruments and securities
of any company or of any such authorities, supreme, municipal, local or
otherwise or of any persons whomsoever whether incorporated or not
incorporated or not and generally to guarantee or become securities for the
performance of any contracts or obligations.
22. To assist any company, financially or otherwise, or by issuing or
guaranteeing the subscription and issue of capital shares, stocks,
debentures, debentures-stock or other securities and to hold and deal in
shares, stocks and securities of any company, notwithstanding there may be
23. To place, to receive or to distribute as bonus shares among the members or
otherwise to apply, any moneys received by way of premium on shares, or
debentures issued at a premium by the company and any moneys received
in respect shares and money arising from the sale by the company of
24. To refer any dispute, claim or demand by or against the company to
arbitration and observe and perform the awards.
25. To. Draw, make, issue, accept, transfer and endorse, discount, execute and
negotiate promissory notes, hundies, bills of exchanges, cheques, drafts,
bills of lading, letters of credit, delivery orders, dock warrants, railway or
transport receipts, ware housekeeper’s certificate and other negotiable or
commercial or mercantile instruments connected with the business of the
Company, but not to do the business of Banking as defined in the Banking
Regulations Act, 1949.
26. To open account with any Bank or Banks and to deposit moneys therein
and to draw and endorse cheques on and to withdraw moneys from such
accounts and generally operate upon the same (whether overdrawn or nor)
as may be required for any of the objects or purpose of the company.
27. To insure any of the persons, properties, undertakings contracts, guarantees
or obligations or profits of the company of every nature and kind in any
28. To act as agents or manager in carrying on any business character any
circumstances of any business concerns and gate and to examine into the
conditions, prospects, value, character and circumstances of any business
concerns and undertakings and generally of any assets, property or rights.
29. To acquire from any persons, firm or body corporate or incorporate whether
India or elsewhere, technical information, know-how, process, engineering
manufacturing and operating date, plans, layouts, and blueprints, useful; for
the designs erection and operation of plant required for any of the business
of the Company and to acquire any grant or license and other rights and
benefits in the foregoing matters and things.
30. To carry out researches, investigations and experimental work of every
description in relation to any of the objects of the company.
31. To be interested in promote and undertake the formation and establishment
of such institutions, associations, chambers of commerce or other bodies,
business, industrial trading or manufacturing within the objects of the
Company as may be considered to be conductive to the profit and interest
of the company and to acquire, promote and/or subsidies any industry or
32. To acquire and hold the benefits and obligations of any other company with
a third party under any agreement or contract including foreign technical
and financial collaboration agreement relating to any industry or business
which the Company is authorized to carry on.
33. To adopt such means of making known the business products of the
Company as may seem expedient and in particular by advertising in the
press, radio, television etc. by circulars, posters, by purchase and exhibition
of works of art or interest by publication of books, periodicals and by
granting prizes, awards and donation (including donation to any fund for
charitable or public purposes.
34. The Company may at any time invite and receive or without any such
invitation receive any gifts of immoveable or moveable property and
offerings or voluntary donations or bequests and legacies either from
shareholders or from any other person for all or any of the objects of the
Company with or without and special conditions provided such receipts or
the conditions attached are not inconsistent with or derogator to any of the
objects of the company. Subject to any such conditions as aforesaid, all
such gifts, donations, grants, offerings, legacies and bequests, including
lands, buildings and other moveable and immoveable properties shall be
treated as forming part of the property of the company and be applied
35. To promote, form and register and aid in promotion, formation and
registration of any company or companies, subsidiary or otherwise for the
purpose of acquiring all or any of the property, undertaking, rights and
liabilities of such company or for any other purpose which may seem
directly or indirectly calculated to benefit this Company and to be
interested in or take or otherwise acquire, purchase, hold, sell or otherwise
dispose of shares, debentures and other securities in or of any such
company or any other company for all or any of the objects mentioned in
this Memorandum and to subsidize or otherwise assist any such company
and to undertake the management and secretarial or otherwise assist any
such company and to undertake the management and secretarial or other
work, duties and business of any such company on such terms and
conditions as may be arranged.
36. To create any depreciation fund, reserve fund, sinking fund, insurance fund,
dividend, equalization fund, capital redemption fund or any other special
fund whether for depreciation or for, repairing, improving, extending or
maintaining any of the property of the Company or for redemption of
debentures or redeemable preference shares or for any other purpose
whatsoever conducive to the interest of the Company.
37. To aid, peculiarly or otherwise, any association or movement having for an
object the solution, settlement or surmounting of industrial or labor
problems or troubles or the promotion of industry or trade.
38. To do the above things and such things, as are incidental or may be
conducive to the attainment of the objects or any of them in any part of
India or elsewhere and as principals, agents, contractors, trustees or
otherwise and either alone or in conjunction with others.
39. Subject to the applicable provisions, if any, to borrow or raise money with
or without security or to receive money on deposit at interest, or otherwise,
in such manner as the Company may think fit and in particular by the issue
of debentures or debenture stock perpetual or otherwise, including
debentures or debenture stock convertible into shares of this or any other
Company and in security of any such money so borrowed, raised or
received to mortgage, pledge or charge the whole or any part of the
property, assets or revenue of the Company present or future including its
uncalled capital and to purchase, redeem or pay off any such securities.
(C) OTHER OBJECTS FOR WHICH THE COMPANY IS ESTABLISHED ARE :
1. To lease all kinds of plant, machinery, motor vehicles, marine engines,
marine boats, trawlers, launches, ships, vessels barges, hotel equipments,
medical equipments, Air-conditioners, Air Conditioning plants equipments,
cold storages, ice plants, ice cubing plants, warehousing, construction,
machinery, earth moving equipments, material handling equipments,
vehicular equipments, cylinders of all types, transformers, furnaces,
centrifugals, evaporators, pans, heat exchange, calciner equipments, ice-
cream manufacturing machinery, furniture and fixtures, televisions,
electronic equipments, lifts aircrafts, helicopters, household equipments and
appliances or any other equipments or assets that the Company think fit.
2. To invest in or subscribe for or purchase or otherwise acquire in India or
abroad shares, stocks, debentures, bonds, securities immovable property of
any kind, to make payments thereon in advance of calls and the same to
hold, sell, exchange, underwrite or otherwise dispose of or deal with the
same from time to time or may even expedient or to otherwise invest the
money of the company.
3. To manage, administer, own and to carry on the business of running hotels,
motels, holiday camps, guest houses, restaurants, canteens, caterers, cafes,
taverns, clubs, bars, beer-houses, refreshment rooms and lodging or
apartment house-keepers, night clubs, casions, discotheques, swimming
pools, health clubs, bath, dressing rooms, licensed victualers, wine, beer
and spirit merchants, exporters, importers and manufacturers of aerated
mineral and artificial waters and other drinks, purveyors, caterers for public
4. To carry on the business of suppliers, distributors, dealers, agents and
5. To engage in the business of carriers of goods, animals and passengers and
carry on the business of running Motor Lorries, Motor Taxies, Motor
Omnibuses and conveyance of all kinds and on such lines and routes as the
Company may think fit and to do the business of common carriers.
6. To carry on the business of manufacturers, importers, exporters, and dealers
in pulp, paper, newsprint and straw boards of all kinds, and articles in
which pulp, paper or straw board is used including and board, millboard
and railway ticket boards and also of manufacturers and dealers in any
materials or substances used in the manufacture or treatment of paper and
straw boards or pulp or of such articles as aforesaid.
7. To carry on the business of manufacturers of or dealers in Steel & Iron,
Metals, Ferro Alloys, Carbon dioxide Gases, Nitrogen, Cryogen, Oxygen
and Other Gases.
8. To purchase, manufacture, produce, boil, refine, prepare, import, export,
sell and generally to deal in sugar, sugar-candy, jaggery, sugar-beet,
sugarcane, molasses, syrups, melada, alcohol, spirits, and all products or
by-products thereof and food products generally, and in connection
therewith to acquire, construct and operate sugar and other, refineries,
buildings, mills, factories, distilleries and other crops and to transact such
other work or business as may be proper, necessary or desirably in
connection with the above objects or any of them and to carry on the
business as dealers or Trade in Fruits, Vegetables pulses and Tamarind.
IV. The liability of the members of the Company is limited.
V. The Authorised Share Capital of the Company is Rs. 5,00,000/- (Rupees
Five Lakh only) divided into 50,000/- (Fifty Thousand Only) Equity Shares
of Rs. 10/- (Rupees Ten Only) each with power to increase, modify and
reduce the capital for the time being into several classes and to attach
thereto respectively such preferential, deferred, qualified or special rights,
privileges or conditions as may be determined under the provisions of the
VI. We the several persons, whose names and addresses are subscribed below,
are desirous of being formed into a Company in pursuance of the
Memorandum of Association and we respectively agree to take the number
of shares in the Capital of the Company set opposite to our respectively
Number of Signature of
Name and Address, Signature
Sl. Equity Share Witness with
Occupation, Description of of
No. taken by each address, description
Subscriber and occupation.
1 CHEKURI VENKATAPATHI 5000 Sd/-
S/o. LATE APPALARAJU
54-11-54, GOs COLONY THOUSAND
VISAKHAPATNAM – 530
S/O. ALLA PATTABHIRAMA RAO
VISAKHAPATNAM – 530 013
50-111-3/1, TPT COLONY,
OCC : BUSINES
D.O.B. : 08-06-1964
2 CHEKURI SIVAJI RAJU 5000 Sd/-
S/o. LATE APPALARAJU
54-11-54, GOs COLONY
VISAKHAPATNAM – 530 ONLY)
OCC : BUSINESS
D.O.B. : 24-05-1970
TOTAL NO. OF EQUITY 10000
SHARES TAKEN (TEN
PLACE : VISAKHAPATNAM
THE COMPANIES ACT, 1956
(COMPANY LIMITED BY SHARES)
ARTICLES OF ASSOCIATION OF CHEKURI CEMICALS PRIVATE
The following articles shall be the regulations for the management of the
1. Subject as hereinafter provided regulations contained in Table “A” in the
First Schedule to the Companies Act, 1956 shall apply to this Company.
COMPANY TO BE PRIVATE LIMITED
2. The Company is a Private Company within the meaning of Sections 3(1)
(iii) of the Companies Act, 1956 and accordingly Company should have minimum
paid-up capital of Rs. 1 Lakh or such higher amount as may be prescribed :-
(a) restricts the right to transfer its shares as hereinafter provided;
(b) limits the number of its Members to fifty not including
(i) Person who are n the employment of the Company and
(ii) 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 the members after the employment ceased.
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) Prohibits any invitation to the public to subscribe for any shares in or
debentures of the Company.
(d) Prohibits any invitation or acceptance of deposits from persons other than
its members, Directors or their relatives”
Capital and Increase and Reduction in Capital
3(a). The Authorised Share Capital of the Company is Rs. 5,00,000/- (Rupees
Five Lakhs Only) divided into 50,000/- (Fifty Thousand Only) Equity
Shares of Rs. 10/- each.
(b) The Company may subject to the provisions of the Act, increase or reduce
the Capital and to divide the Shares in the Capital for the time being into
several classes and to attach thereto respectively such preferential, qualified
or special rights, privileges or conditions as may be determined by or in
accordance with the regulations of the Company and to vary, modify, or
abrogate any such rights. Privileges or conditions, in such manner as may
for the time being be provided by the regulations of the Company.
4. The Shares shall be under the control of the Board of Directors who may
allot or otherwise dispose of the Same to such persons, on such terms and
conditions and either at a premium or at par, and on such terms and for such
consideration as the Board of Directors think fir or reject an application
without assigning any reason.
5. The Board may from time to time make such calls as it thinks fit upon the
members, in respect of all moneys paid on the shares held by them
respectively and each member shall pay the amount on such call so made
on him to the persons and at the time and places appointed by the Board. A
call may be made payable by installments.
6. The Board may from time to time at its discretion, extend the time fixed for
the payment of any call and may extend such time to time to all or any of
the members, who from residence at a distance or other cause, the Board
may deem fairly entitled to such extension but no member shall be entitled
to such extension save as a matter of grace or favour.
Forfeiture of Share
7. If any member fails to pay call on the day appointed for payment thereof,
the Directors may, at any thereafter serve a notice on him requiring him to
pay the call with any interest which may have accrued. The notice shall
name a further day (not earlier than the expiration of 14 days from the date
of notice) on or before which payment is required by the notice to be made
and shall state that in the event of non-payment at or before the time
appointed, the shares in respect of which the call was made will be liable to
8. If the requirement of any such notice are not complied with by member, the
shares in respect of which a notice has been given may at any time
thereafter be forfeited by a resolution of the Board of Directors to that
9. A forfeited share may be sold or otherwise disposed of on such terms and in
such a manner as the Directors may unanimously decided and at any time
before the sale or disposition the forfeiture may be cancelled on such terms
as the Directors may think fit.
Transfers and Transmission of shares
10(a) 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
(b) Any member desiring to sell any of his shares must notify the Board of
Directors of the number of shares, the fair value and the name of the
proposed transferee and the Board must offer to the other shareholders the
shares at the fair value and if the offer is accepted, the shares shall be
transferred to the acceptor and if the shares of any of them are not so
accepted within one month from the date of notice to the Board the member
proposing transfer shall, at any time, within three months afterwards, be at
liberty to sell and transfer the shares to any persons at the same or at the
In case of any dispute regarding the fair value of the share it shall be
decided by and fixed by the company’s Auditor whose decision shall be
In case of any dispute regarding the fair value of the share it shall be
decided by and fixed by the Company’s Auditor whose decision shall be
(c) No transfer of shares shall be made of registered without the previous
sanction of the Directors, except when the transfer is made by ay member
of the Company to another member or to a member’s wife or child or
children or his/her heirs and the Directors may decline to given such
sanction without assigning any reason subject to section 111 of the
Companies Act, 1956.
11. In the case of the death of any one pr more of the persons named in the
Registers as joint holders of any Share(s), the survivors shall be the only
persons recognized by the Company having any title to or interest in such
share, but nothing herein contained shall be taken to release the estate of the
deceased joint holder from any liability on shared held by him jointly with
12. On the death or insolvency of any holder of shares the Directors may
nominate any person as being fit and proper to hold such shares and on
such nomination, the heirs of the deceased or the assignee of the estate of
the insolvent shall be bound to transfer the shares to the person so
Proceedings of General Meetings
13. An annual General Meeting of the Company may be convened by giving
not less than 7 days notice in writing.
14(a) A general meeting may be called after giving a shorter notice than that
specified under clause 13, if consent is accorded thereto in the case of
Annual General Meeting, by all the members entitled to vote threat and in
the case f other meetings by the members of the Company holding not less
than 95% of such part of the paid-up Capital of the Company as given right
to vote at the meeting.
(b) All general Meeting other than Annual General Meetings shall be
Extraordinary General Meetings.
15. 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.
16(a) Save as herein otherwise provided two persons shall be a quorum
(b) If within half an hour from the time appointed for holding a meeting of the
Company quorum is not present, the meeting if called upon the requisition
of members shall stand dissolved.
(c) In any other case, the meeting shall stand adjourned to the same day in the
next week the same time and place or to such other day and at such other
time and place as the dissolved.
(d) If at the adjourned meeting also, a quorum is not present within half an
hour from time appointed for holding, the meeting, the members present
shall baa quorum.
Chairman of the General Meeting
17. The Chairman of the Board shall be entitled to take the Chair at every
general meeting. If there be no such Chairman or if ay any meeting he shall
not be present within fifteen minutes after the time appointed for holding
such meeting or is unwilling to act, the members present shall choose
another Director as Chairman, and if not Director b present or if all the
Directors present decline to take the Chair, then the members present shall
on a show of hands or on a poll if properly demanded, elect one of their
number being a member entitled to vote, to be Chairman.
18. Every question submitted to a meeting shall be decided in the first instance
by a show of lands and in the case of an equality of votes, both on a show
of hands and poll, the Chairman of the Meeting shall have a casting vote in
addition to the vote to which he may be entitled as a member.
19. Unless otherwise determined by general meeting the number of Directors
shall not be less than Two and not more than twelve.
20. The persons herein after names shall become and be the first Directors of
1. SRI. CHEKURI VENKATAPATHI RAJU
2. SRI. CHEKURI SIVAJI RAJU
21. Any person, whether a member of the Company or not, may be co-opted as
Director and no qualification by way of share holding is required from any
such Co-opted Director. The total number of Directors shall not exceed
twelve inclusive of the Directors Co-opted as above. In the same manner
and with the same conditions the Board shall have power at any time to
appoint any person to be a Director to fill a casual vacancy and any person
so appointed shall retain his office, until such period as the original
Director would have held office and continued as Director.
22. Subject to the provision of Section 262 of the Act, the Board of Directors
shall have power to fill up casual vacancies.
23a) The Board of Directors shall have power to appoint a person as Alternate
Director during the absence of Director for a period of not less than three
months and such alternate Director shall also facto vacate office if and
when the original Directors returns to the State in which meetings of the
Board are ordinary held.
(b) An alternate Director shall be entitled to receive notice and vote at General
Meeting of the Company on behalf of his appointer and generally to
represent his appointer in the same manner as if he had been appointed
under a general proxy under the provisions of these articles.
(c) The alternate Director shall be entitled to receive the sitting fee if any he
attends a Board Meeting of the Company and the traveling expenses, if any,
he incurs for attending the meeting but he shall not be entitled for any other
remuneration that the appointer is entitled to as a Director of the Company.
24. In the case of Union Government or any State Government of Finance
Corporation like the Industrial Credit and Investment Corporation of India
or Industrial Finance Corporation of India, A.P. State Finance Corporation
etc., grant loans or accept participation in the Capital and direction of the
Company, such Government of Corporation shall be entitled, so long as the
Company is indebted to such Government or Corporation or so long as such
Government or Corporation is interested in the Company in any fiduciary
capacity to nominate and from time to time, to substitute in place of such
nominee one or more directors of the Company and such nominee while
holding such office shall not be liable to retire by rotation.
25. The Company in General meeting may from time to time increase or reduce
the number of Directors and alter their remuneration.
26. The quorum for a meeting of the Board of Directors of a company shall be
one-third of its total strength (any fraction contained in the one-third being
rounded off as one, or two directors, whichever is higher.
27. The Directors may meet together for the dispatch of the business, adjourn
and otherwise regulate their meetings as they think, fit, Questions arising
any meeting shall be decided by a majority of votes. In case of an equality
of votes the Chairman shall have a second or casting vote. A director may
cause at any time to summon on a meeting of the Directors. The Board may
meet at any time to summon a meeting of the directors. The Board may
meet at any convenient place within the country to transact the business.
28. Each director shall be paid our of the funds of the Company as sitting Fee
for his services such remuneration as may be determined by the Directors
for every meeting of the Directors at which he shall be present in person,
besides traveling, hotel and other expenses.
29. Subject to the provisions of section 314 of the Companies Act, if any
director appointed to advise the Directors as an expert, or be called upon to
perform extra services or make special exertions for any of the purposes of
the Company, the Directors may pay to such Directors such special
remuneration as they think fit, which remuneration may be in the form of
either salary, Commission or lump sum and may either be in additions or in
substitution of the remunerations specified in the last proceeding Articles.
30A. Director of this Company may be or become a Director of any other
Company promoted by this Company or in which he may be interested as a
Vendor, shareholder or otherwise and no such Director shall be accountable
for any benefits received as a Director or member of such Company.
31. The Board of Directors may appoint one or more among their body as
Managing Director/Joint Managing Director/whole-time Director for such
terms and upon such remuneration as may be fixed by the Board.
32. Subject to Supervision, Control and Directions, the Managing Director /
Joint Managing Director whole time Director shall be responsible for the
general direction and Management of the business of the company.
33. Until otherwise determined by the Directors, the Managing Director/Joint
Managing Director/whole-time Director shall have power to do all acts,
matters and things deemed necessary proper and expedient for carrying on
the business and concern of the Company including the power to:-
(a) Pay all necessary expenses of an incidental to the promotion, formation,
establishment and registration of the company:
(b) Engage, dismiss, appoint, remove, promote or demote all the technical and
non-technical staff of the company.
(c) Retain, reimburse and pay out of the Company’s money all salaries, wages
and other expenses lawfully incurred on behalf of the company from time
(d) Make and give receipts, release and other discharges from moneys payable
to the company and for the claims and demands of the company.
(e) Make and sign jointly with any other Director all contracts and draw, sign,
accept and endorse and negotiate on behalf of the company all cheques,
bills of exchange promissory notes, hundies, drafts, Government securities
and other instruments and to operate the company’s bank account.
(f) to enter into, carry out, rescind or vary all financial arrangements with any
banks, persons or corporation lot or in connection with Company’s business
(g) With the approval of the Board of Directors, to raise or borrow any sum of
money for the purpose of the Company and to Secure payment of such
money in such manner and upon such terms and conditions as they think
(h) With the approval of the Board of Directors to invest and deal with any of
the moneys of the Company not immediately required for the purpose
thereof upon such securities or investments and in such manner as they
think fit and from time to time vary or realize such Securities and
(i) Institute, Prosecute, defend, withdraw or abandon any legal proceedings by
or against the Company or its officers or otherwise concerning the affairs of
Powers of the Board
34. Subject to the provisions of the Act, the Control of the Company shall be
vested in the Board who shall be entitled to exercise all such acts and things
as the Company is authorized to exercise and to provided that the Board
shall not exercise any power or do any act or thing which is directed or
required, whether by the Act or any other stature or by the Memorandum of
the Company or by these Articles, or otherwise, be exercised or done by the
Company in general meeting provide further, that in exercising any such
power in that behalf contained in the Act or any other Statue or in the
Memorandum of the Company or in these Articles or in any regulations not
inconsistent therewith and duly made there under including regulations
made by the Company in general meeting but no regulations made by the
Company in general meeting shall invalidate any prior act of the Board
which would have been valid if that regulation had not been made.
35. No Director Shall be disqualified for his office for contracting with the
Company either a vendor, purchaser or otherwise, nor shall any such
contract or arrangement entered into by or on behalf of the Company in
which any Director shall be concerned or interested be avoided nor shall a
Director so contracting or being so concerned or interested be liable to
account to the Company for any profit realized by any such contract or
arrangement by reason of such Director holding that office of the fiduciary
relation thereby established, but if it is declared that the nature of his
interest, must be disclosed by him at the meeting of the Directors at which
the Contract or arrangement is determined, if his interest be then existing or
in any other case at the first meeting of the Directors after acquisition of his
interest but this provision shall not apply to any security by way of
indemnity against any loss which they or any of them may suffer by reason
of becoming or being sureties for the Company. A general notice that a
Director is member of any specified firm or Company an is to be regarded
as interested in any subsequent transactions with such firm or Company
shall be sufficient disclosure under this clause and after such general notice
relating to any particular transaction with such firm or Company.
36. The Board of Directors may from time to time raise or borrow any sum of
money for and on behalf of the Company from the members or any other
person, Companies or banks or any one or more Directors on such interest
as may be approved by the Directors, subject to the unanimous approval of
the life time Directors, and with the approval of life time Director if there
by only one life Director on the Board, or in the everst both the participate
in the activities of the company as per provisions of the Act.
37. The Directors may from time to time secure the payment of such money in
such manner and upon such terms and conditions in all respects as they
think fit and in particular by the issue of debenture or bonds of the
Company or by mortgage or charge of all or any part of the property of the
Company including its uncalled capital for the time being.
38. The Board of Directors shall cause maintenance of proper books of
accounts to be kept showing receipts and expenses, sales and purchases and
the assets and liabilities of the Company and Otherwise Comply with the
provisions of the Companies Act;
39. The Books of Account shall be kept at the Registered Office of the
Company and the Directors may determine whether and to what extent and
at what times and places and under which conditions and restrictions and
the Accounts and Books of the Company or any of them shall be open to
the inspection of members.
40. The Provision of the Companies Act, 1956 in regard to audit the
appointment of Auditors shall be observed.
41. Whenever in their opinion the prospects of the Company permits, the
Directors may declare an interim dividend. This clause is subject to the
provisions of section 205 of the Companies Act, 1956.
42. No Dividend shall be payable except provided that nothing in the foregoing
shall be deemed to prohibit the capitalization of profits or reserves of the
company for the purpose of issuing fully paid up bonus shares or paying up
any amount for the time being unpaid on the shares held by the members of
43. The Seal of the Company shall not be affixed to any instrument except by
the authority of a resolution of the Board of Directors and except in the
presence of at least one Director or Managing Director or Technical
Director as the case may be who shall sign every instrument to which the
seal of the Company is to affixed in his presence. This clause is subject to
Companies (issue of the Share Certificates) Rules, 1960.
44. No member shall be entitled to inspect the Company’s books without the
permission of Director or to require discovery of or any information
respecting any detail of the Company’s trading or any matter which is or
may be in the nature of trade secret, Secret process or trade mystery which
may relate to the conduct of the business of the Company and which, in the
opinion of the Directors it will not be expedient in the interest of the
members of the Company to communication to the public.
45. If the Company shall be wound up, whether voluntarily or otherwise, the
liquidator unless otherwise provided by these Articles, may with the
sanction and direction of a special resolution and any other sanctions
required by the Act divide amongst the embers, in specie or kind, the whole
or any part of the assets of the Company and vest the whole or any part of
such assets in trustees upon such trust for the benefit of the contributories
or any of these as the liquidator with the like sanctions shall think fit but no
member shall be compelled to accept any asset or property whereon there is
any liability. The Company in general meeting shall be competent to give
directions regarding the procedure to distribute, subject to any sanction
required by the Act, all or any of the Assets of the Company amongst its
members in specie or kind as will be thought fit.
CAPITALIZATION OF PROFITS
46(a). The Company in General Meeting may upon the recommendation of the
(i) 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 Accounts, or otherwise available for
(ii) That such sum is accordingly set free for distribution in the manner
specified in clause (b) amongst the members who would have been entitled
thereto, if distributed by way of dividend and in the same proportions.
(b) The sum aforesaid shall not be paid in cash but shall be applied subject to
the provisions contained in clause.
(c) Either in or towards
(i) Paying up any amounts for the time being unpaid on any shares held by
such members respectively,
(ii) Paying up in full, un issued shares of the Company to be allotted and
distributed, credited as fully paid up, to and amongst such members in the
proportions aforesaid, or
(iii) Partly in the way specified in sub-clause (i) and partly in that specified in
sub-clause (ii) A share premium account and a capital redemption reserve
account may, for the purpose of this regulation, only be applied in paying
up of un issued shares to be issued to members of the Company as fully
paid bonus shares.
(d) The Board shall give effect to the resolution passed by the Company in
pursuance of this Regulation.
(e) Whenever such a resolution as aforesaid shall have been passed, the Board
(i) Make all appropriations and applications of the undivided profits resolved
to be capitalized thereby, and all allotments and issues of fully paid shares
if any, and
(ii) Authosize 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 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 remaining unpaid on their existing shares.
(f) Any agreement made under such authority shall be effective and binding on
all such members.
Sl. Name and Address, Occupation, Witness with
No. Description of Subscriber address, description
1 CHEKURI VENKATAPATHI RAJU, Sd/-
S/O. ALLA PATTABHIRAMA RAO
S/o. LATE APPALARAJU
VISAKHAPATNAM – 530 013
54-11-54, GOs COLONY
50-111-3/1, TPT COLONY,
VISAKHAPATNAM – 530 022
OCC : BUSINES
D.O.B. : 08-06-1964
2 CHEKURI SIVAJI RAJU Sd/-
S/o. LATE APPALARAJU
54-11-54, GOs COLONY
VISAKHAPATNAM – 530 022
OCC : BUSINESS
D.O.B. : 24-05-1970
Place : Visakhapatnam
Date : 19-10-2006