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UNDER THE COMPANIES ACT, 2013

COMPANY LIMITED BY SHARES
MEMORANDUM OF ASSOCIATION
OF
HERITAGE FOODS LIMITED
I. The name of the Company is HERITAGE FOODS LIMITED.
II. The Registered Office of the Company will be situated in the state of Telangana
III. The objects for which the Company is established are :
(A) The objects to be pursued by the Company on its Incorporation are :
1. To manufacture, process, prepare, preserve, refine, bottle, buy, sell and deal whether as
wholesaler or retailers or as exporters or importers or as Principals or agents or as keepers or
dealers in all kinds of milk products, including Cheese, Butter, Ghee, Ice creams, Baby foods,
Instant foods and any by-products or co-products thereof and to carry on the business and
setting up of Dairy Farms, Milk Processing Plants, Food Processing Plants, Cold Storage
Plants, Research laboratories, Packing units, Bottling Plants and to manufacture and deal in all
kinds and varieties of foods for human or animal consumption.
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2. To carry on the business of Manufacturers, Millers, Grinders, Rollers, Processors, Tankers,
Packers and Preserves, and dealers of all foods from agriculture products, Dairy products,
Horticulture and Poultry products, Fruits, Vegetables, Flowers, Meats, Processed meat scanned
and tinned and processed foods, fast foods, processed fish and sea foods, frozen foods,
Protential foods, health and instant foods of all kinds, including baby and dietic foods, cereals,
beverages, restoratives and aerated mineral waters and food stuffs and consumable provisions
and to extract by-products, derivatives food preparations of every kind and description.
(B) Matters which are necessary for furtherance of the objects specified in Clause III (A):
1. To render assistance to buy, sell, import, export, manipulate, prepare for market, and deal in all
kinds of foods and food products.
2. To advance, subject to the provisions of the Banking Regulation Act, 1949, deposit or lend
money, securities and properties to / with any company, body corporate, firm, person or
association with or without security and on such terms as may be determined from time to time.
3. To draw, make, accept, endorse, execute, and discount promissory notes, cheques, bills of
exchange, hundies and other negotiable and transferable instruments.
4. To acquire or amalgamate with any other Company whose objects include objects similar to
those of this Company, whether by sale or purchase (or fully or partly paid up shares or
otherwise) of the undertaking, subject to liabilities of this or any such other Company as
aforesaid, with or without winding up or by sale or purchase (for fully or partly paid up shares or
otherwise) of all the shares or stock of this or any such other Company as aforesaid, or by
partnership or in any other manner.
5. To carry out all public works and enter into all types of private contracts in connection with the
main objects.
6. To enter into partnership or into any arrangements for sharing profits, union of interests,
cooperation, joint venture, reciprocal concessions, or otherwise, with any person, firm or
company carrying on or engaged in or about to carry on or engage in or any business or
undertaking or transaction which may seem capable of being carried on or conducted so as
directly or indirectly to benefit the Company and to lend money to guarantee the contracts of or
otherwise assist any such persons, firm or Company and to take or otherwise acquire and hold
shares or securities of any such person, firm or Company and to sell, re-issue with or without
guarantee or otherwise deal with the same.
7. To enter into any agreement with any Government or authorities (municipal, local or otherwise)
or any corporations, companies, or persons, which may seem conducive to the Company’s
objects or any of them and to obtain from any such Government authority, corporation,
Company or person any contracts, rights, privileges and concessions which the Company
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may think desirable and to carry out, exercise and comply with any such contracts, rights,
privileges and concessions.
8. To be interested in promoting, and undertaking, the formation and establishment of such
institution, business, companies (industrial, agricultural, trading, manufacturing or other) as may
be considered to be conducive to the profit and interest of the Company and to carry on any
other business (industrial, agricultural, trading, manufacturing or other) which may seem to the
Company capable of being conveniently carried or in connection with any of these objects or
otherwise calculated directly or indirectly.
9. To amalgamate with any company or companies having objects altogether or in part similar to
those of this Company.
10. To obtain any act of Central or State Legislature, provisional order, licence or autonomous body
or authority for enabling the Company to carry out any of its objects into effect or for effecting
any modification of the Company’s constitutions, or for other purpose which may seem
expedient and to oppose any proceedings or application which may seem calculated directly or
indirectly to prejudice the Company’s interest.
11. To pay all the costs, charges and expenses of and incidental to the promotion and formation,
registration and establishment of the Company and the issue of its capital including costs,
charges, expenses of negotiations and contracts and arrangements made prior to and in
application of the formation and incorporation of the Company.
12. To remunerate (by cash or otherwise or in kind or by allotment of fully or partly paid shares or
shares credited as fully or partly paid up or in any other manner) any persons, firms,
associations, or companies for services rendered or to be rendered or in rendering technical aid
and advice, granting licences or permission for the use of patents, trade secrets, trademarks,
processes and acting as trustees for debenture holders or debentures stock-holders or the
Company or for subscribing or agreeing to subscribe whether absolutely or conditionally or for
procuring or for agreeing to procure subscriptions whether absolute or conditional for any
shares, debentures, or debenture for services rendered in or about the formation or promotion
of the Company or any Company promoted by this or introducing any property or business to
the Company or about the conduct of the business of this Company or for guaranteeing
payment of such debenture stock or other securities and any interest thereon.
13. To procure the incorporation, registration or other recognition of the Company in any country,
state or place and to establish and regulate agencies for the purpose of the Company’s
business and to apply or join applying to any Parliament, Local Government, Municipal or other
authority or body, Indian, British colonial or foreign, for any acts of Parliament, laws, decrees,
concessions, orders, rights or privileges that may seem conducive to the Company’s objects or
any of them and to oppose any proceedings or application which may seem calculated directly
to prejudice the Company’s interests.
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14. To open and keep a register or registers in any state in India or abroad wherever it may be
deemed necessary and expedient so to do and to allocate any number of shares on the
Company to such register or registers.
15. To undertake and execute any trusts, the undertaking where and may seem desirable, either
gratuitously or otherwise.
16. To draw, make, issue, accept and endorse, discount and negotiate promissory notes, bundies,
bills of exchange, bills of lading, delivery orders, warrants, warehouse-keepers, certificates and
other negotiable or commercial or mercantile instruments connected with the business of the
Company.
17. To open account or accounts with any individual firm or Company or with any bank or banks
and to pay into and to withdraw money from such account or accounts.
18. To invest, apply for and acquire or otherwise employ moneys belonging to or entrusted to or at
the disposal of the Company in securities and shares or without security, upon such terms as
may be thought proper and from time to time to vary such transactions in such manner as the
Company think fit.
19. To lend or deposit moneys belonging to or entrusted to or at the disposal of the Company to
such persons or Company and in particular to customers and others having dealings with the
Company with or without security, upon such terms as may be thought proper and to guarantee
the performance of contracts by such person or company but not to do the business of banking
as defined in the Banking Regulation Act, 1949.
20. To incur debts and obligation for the conduct of any business of the Company and to purchase
or hire goods, materials or machinery on credit or otherwise for any business or purpose of the
Company.
21. To make advances upon or for the purchase of materials, goods, machinery, stores and other
articles required for the purpose of the Company.
22. To borrow or make money, or to receive money on deposit at interest or otherwise in such
manner as the Company may think fit, for the purpose of financing the business of the Company
and in particular by the issue or sale of any bonds, mortgages, of debentures or debenturestock
perpetual or otherwise, including debentures or debenture stock convertible into shares of
this or any other Company, or perpetual annuities and on securities of any such money so
borrowed, raised or received, to mortgage, or charge the whole or any part of property, assets
or revenue of the Company present or future, including its uncalled capital assignment or
otherwise, and to transfer of sale and other powers as may seem expedient, and to purchase,
redeem or pay off any such securities.
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23. To sell, mortgage, assign or lease or in any other manner deal with or dispose off the
undertaking or property of the Company or any part thereof, whether movable or immovable for
such consideration as the Company may think fit and in particular for shares, debentures and
other securities of any other Company having objects altogether or in part similar to those of this
Company.
24. To improve, manage, work, develop, alter, exchange, lease, mortgage, up to account
abandon, or otherwise deal with all or any part of the property, rights and concessions of the
Company.
25. To distribute any of the property of the Company amongst the members in specie or kind upon
the winding up of the Company.
26. To create a Depreciation Fund, Reserve Fund, Insurance Fund, of any other Special Fund,
whether for depreciation or for repairing, improving, extending or maintaining any of the property
of the Company, or for any other purpose conducive to the interest of the Company.
27. To do all or any of the above things and all such things as are incidental or may be thought
conducive to the attainment of the above object or any of them in any part of the world and as
principals, agents, contracts, trustees or otherwise and by or through trustees, agents or
otherwise and either along or in conjunction with others.
28. To carry on all kinds of agency business and to take part in the management, supervision or
control of the business or operations of any other Company, association, firm or Person (and to
act as the agent, secretaries, or other of any such Company, association, firm or person) and in
connection therewith to appoint and remunerate any directors, accountants and other experts or
agents.
29. To carry on the Retail business of FMCG Products and Dairy Products etc, by either
establishing the Retail Stores by its own or in a Franchise Mode and to carry on the business of
import, export, distribution of all merchandise, and to act as agents, stockiest, distributors for
firms and companies in India and abroad.
30. To buy, sell, manufacture, refine, manipulate, import, export and deal wholesale and retail in
commodities, substances, apparatus and things of all kinds, capable of being used or which can
conveniently be dealt in by the Company in connection with any of its objects.
31. To carry on the business of agriculturists, horticulturists, planters, cultivators of tea, coffee, teak,
tobacco or any other kind of commercial plantations.
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32. 1(To construct, enlarge, repair, equip, acquire, improve, work, develop, administer, manage or
wholly or partially control in India or elsewhere public or other works roads, bridges, subways,
express ways, tunnels, railways, tramways, docks, locks, harbour, piers, wharves, jetties, ships,
launching ways, canals, reservoirs, aqueducts, bridges, embankments, irrigations, reclamations,
air and water pollution plant, solar energy devices, sanitary water gas and electrical and
electronic works conveyor systems and aerodromes, hangers, cold storage plants, warehouses,
shops, shopping complexs or centres, recreational facilities such as theatre, clubs, sports
centres, gardens, hotels, restaurants, parks, resorts, medical centres like hospitals and
dispensaries, educational centres like schools and colleges, libraries, infrastructural facilities for
village, town/city developments, other construction such as parking spaces and to promote and
participate in ecological developments, preservation and betterment of environment through
plantation of trees, effluent treatment and disposal systems and to carry on the business of
proprietors, managers and renters either separately or in collaboration with others and to render
technical and managerial advice in building construction, maintaining, repairing and managing
such places including terminals and all other works of public utility, and to carry on, contribute
to, subsidies, or otherwise aid or take part in any such operations.
33. To purchase or acquire land and to undertake development of land and building activities.
34. To promote, establish, generate, operate, distribute accumulate, maintain, transmit, supply
electricity and or power for Captive consumption or for sale by installing, maintaining, operating
power plants whether based on thermal, hydel, gas, solar, wind energy, tidal energy or any
other source, whether conventional or non-conventional and to lay down, establish power
stations, cables, transmission lines, towers, substation terminals and other works for the
aforesaid purposes as a division or as a generating company or separate undertaking and to
acquire, take on lease, run or manage any company or undertaking engaged in similar activities
with in the policies, if any laid down by the government from time to time and for any or all of the
aforesaid purposes, to do all the ancillary activities as may be considered necessary or
beneficial or desirable.
35. To buy, sell, manufacture and deal in minerals, charcoal, coal woods, plants, machinery,
implements, appliances, conveniences, and to take on lease or licence, concessions or
otherwise in India or elsewhere, mines, mining rights any land and to explore, work, export,
develop, turn to account the same and to crush, win, get, carry smelt, calcine, refine, dress,
amalgamate, manipulate or prepare for market ore, metal and mineral substances of all kinds
and to carry on any other metallurgical operations which may seem conducive to any of the
objects of the company.
36. To aid, assist, promote, develop and manufacture agricultural implements, agricultural
machinery and other equipments and technological development in equipments used in
agricultural field and to organise, conduct, or manage engineering or repair shop or workshops
of all description and to manufacture, import, export, buy, sell, or otherwise deal in, agricultural
machinery, of all kinds and to adopt such means of making known the uses thereof.)1
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IV. The liability of the members is limited and this liability is limited to the amount unpaid, if any, on
the shares held by them.
V. 1(The Authorised Share Capital of the Company is Rs. 50,00,00,000 (Rupees Fifty Crores only)
divided into 4,80,00,000 (Four Crore Eighty Lakhs) Equity Shares of Rs.10 (Rupees Ten only)
each and 20,00,000 (Twenty Lakhs) Preference Shares of Rs.10 (Rupees Ten only) each with
powers to consolidate, convert, subdivide, reduce or increase the capital and to issue any new
shares with any preferential or special rights and conditions attached thereto from time to time
in accordance with the Articles of Association of the Company and provisions of the Companies
Act, 1956")1.
_________________________________________________________________________
1. The Authorised Capital was altered as above vide Resolution passed at 21st AGM held on 17.07.2013
– The Authorised Capital was altered as Rs. 20,00,00,000 divided into 1,80,00,000 Equity Shares of Rs. 10 each and
20,00,000 Preference Shares of Rs. 10 each vide resolution passed at 16th AGM held on 26.09.2008.
– The Authorised Capital was altered as Rs. 15,00,00,000 divided into 1,30,00,000 Equity Shares of Rs. 10 each and 20,00,000
Preference Shares of Rs. 10 each vide resolution passed at 4th EGM held on 28.11.2007.
– The Authorised Capital increased from Rs. 12,00,00,000/- to Rs. 15,00,00,000 divide into 1,50,00,000 Equity Shares of Rs.10
each vide resolution passed at 3rd EGM held on 22.05.2006.
– The Authorised Capital increased from Rs. 5,00,00,000/- to Rs. 12,00,00,000/- vide resolution passed at 2nd AGM held on
11.07.1994.
– The Authorised Capital increased from Rs. 1,00,00,000/- to Rs. 5,00,00,000/- vide resolution passed at 1st AGM held on
04.12.1993.
–
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1. N. CHANDRA BABU NAIDU 100 sd/-
S/o. N. Karjur Naidu,
1310, Jubilee Hills,
Hyderabad-500 034.
AGRICULTURE
2. M. MOHAN BABU 100 sd/-
S/o. Narayanaswamy Naidu
Plot No.6, Film Nagar,
Jubilee Hills, Hyderabad-500 034.
MOVIE ARTIST
3. B.B.RAMAIAH 100 sd/-
S/o. B.Veera Venkanna
Tanuku (W. Godavari Dist.)
Andhra Pradesh
BUSINESS
4. N. RAMAKRISHNA 100 sd/-
S/o. N.T.Rama Rao
4-1-427, Troop Bazar,
Abids, Hyderabad-1.
BUSINESS
5. N. BALAKRISHNA 100 sd/-
S/o. N.T. Rama Rao
Plot No. 1355, Road No. 45,
Jubilee Hills, Hyderabad-500 034.
MOVIE ARTIST
6. N. BHUVANESWARI 100 sd/-
1310, Jubilee Hills,
Hyderabad-500 034.
HOUSE WIFE
7. Dr. V. NAGARAJA NAIDU 100 sd/-
S/o. Rama Naidu
1178, Jubilee Hills,
Hyderabad-500 034.
SERVICE
We the several persons whose names, addresses, descriptions are subscribed here under, 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 on the capital of the Company set opposite our respective names.
Sl.
No.
Name, Address, Description
and Occupation of Subscribers
Number of
Shares
taken
by each
Subscriber
Signature of
subscribers
Signature of the
Witness and
their Addresses,
Descriptions
and Occupations
Total No. of Shares taken : 700 (Seven Hundred only)
Place : Hyderabad
Date : 18.05.1992
sd/-
GUTTA PURNACHANDRA RAO
S/o. Gopala Krishnamurthy
9B, 4th Floor, Topaz Building,
Amrutha Hills, Panjagutta, Hyderabad-082
Chartered Accountant
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UNDER THE COMPANIES ACT, 2013
COMPANY LIMITED BY SHARES
ARTICLES OF ASSOCIATION
OF
HERITAGE FOODS LIMITED
CONSTITUTION OF THE COMPANY
Constitution 1
The Regulations contained in Table ‘F’ in the First Schedule to the
Companies Act, 2013 shall not apply to the Company except in so far as
they are embodied in the following Articles, which shall be the regulations
for the Management of the Company.
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INTERPRETATION CLAUSE
Interpretation 2 The marginal notes hereto shall not affect the construction hereof. In
these presents, the following words and expressions shall have the
following meanings unless excluded by the subject or context:
The Act a) ‘The Act’ or ‘The Companies Act’ shall mean ‘The Companies Act,
2013, its rules and any statutory modifications or reenactments thereof.
The articles 1-208 of the Articles of Association was replaced vide the
resolution passed by the share holders at 22nd Annual General meeting
held on 26th September, 2014.
The Board of Directors b) ‘The Board’ or ‘The Board of Directors’ means a meeting of the Directors
duly called and constituted or as the case may be, the Directors
assembled at a Board, or the requisite number of Directors entitled to
pass a circular resolution in accordance with these Articles.
c) ‘The Company’ or ‘This Company’ means HERITAGE FOODS LIMITED.
Directors d) ‘Directors’ means the Directors for the time being of the Company.
In Writing e) ‘Writing’ includes printing, lithograph, typewriting and any other usual
substitutes for writing.
‘Members’ f) ‘Members’ means members of the Company holding a share or shares
of any class.
‘Month’ g) ‘Month’ shall mean a calendar month.
Paid-up’ .. h) ‘Paid-up’ shall include ‘credited as fully paid-up’.
‘Person’ i) ‘Person’ shall include any corporation as well as individual
presents j) ‘These presents’ or ‘Regulations’ shall mean these Articles of
Association as now framed or altered from time to time and shall
include the Memorandum where the context so requires.
Sections k) ‘Section’ or ‘Sec.’ means Sections of the Act.
l) Words importing the masculine gender shall include the feminine
gender
m) Except where the context otherwise requires, words importing the
singular shall include the plural and the words importing the plural shall
include the singular.
Special Resolution n) ‘Special Resolution’ means special resolution as defined by Section 114
in the Act.
The Office’ o) ‘The Office’ means the Registered Office of the Company for the time
being.
The Register’ means the Register of Members to be kept pursuant to
The Register p)
Section 88 of the Companies Act, 2013.
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Proxy q) ‘Proxy’ includes Attorney duly constituted under a Power of Attorney.
Securities
Seal
Regulation
Year
Expressions in the Articles
to bear the same meaning
as in the Act.
r) ‘Securities’ means the securities as defined in clause (h) of section 2 of
the Securities Contracts (Regulation) Act, 1956.
s) “The Seal” – means the common seal for the time being of the
Company.
t) “Year” means year of account of the Company.
u) Unless the context otherwise require words contained in these Articles
shall bear the same meaning as in the Act or the rules as the case may
be.
3 Except as provided by Section 67 of the Companies Act, no part of funds
of the Company shall be employed in the purchase of the shares of the
Company, and the Company shall not directly or indirectly and whether
by shares, or loans, give guarantee, the provision of security or
otherwise any financial assistance for the purpose of or in connection
with a purchase or subscription made or to be made by any person of or
for any shares in the Company.
4 The Authorized Share Capital of the Company shall be as prescribed in
Clause V of the Memorandum of Association of the Company.
5 Subject to the provisions of the Act and these Articles, the shares in the
capital of the Company for the time being (including any shares forming
part of any increased capital of the Company) shall be under the control of
the Board who may allot the same or any of them to such persons, in such
proportion and on such terms and conditions and either at a premium or
at par or at a discount (subject to compliance with the provisions of the
Act) and at such terms as they may, from time to time, think fit and
proper and with the sanction of the Company in General Meeting by a
Special Resolution give to any person the option to call for or be allotted
shares of any class of the Company, either at par, at a premium or
subject as aforesaid at a discount, such option being exercisable at
such times and for such consideration as the Board thinks fit unless the
Company in General Meeting, by a Special Resolution, otherwise
decides. Any offer of further shares shall be deemed to include a right,
exercisable by the person to whom the shares are offered, to renounce
the shares offered to him in favour of any other person.
Subject to the provisions of the Act, any redeemable Preference Share,
including Cumulative Convertible Preference Share 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 or converted on
such terms and in such manner as the Company, before the issue of the
shares may, by special resolution, determine.
6 The Company in General Meeting, by a Special Resolution, may
determine that any share (whether forming part of the original capital or
of any increased capital of the Company) shall be offered to such
persons (whether members or holders of debentures of the Company or
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not), giving them the option to call or be allotted shares of any class of
the Company either at a premium or at par or at a discount, (subject to
compliance with the provisions of Section 53) such option being
exercisable at such times and for such consideration as may be directed
by a Special Resolution at a General Meeting of the Company or in
General Meeting and may take any other provisions whatsoever for the
issue, allotment or disposal of any shares.
7 1. The Board may at any time increase the subscribed capital of the
Company by issue of new shares out of the unissued part of the Share
Capital in the original or subsequently created capital, but subject to
Section 62 of the Act, and subject to the following conditions namely:
I. (a) Such further shares shall be offered to the persons who, at
the date of the offer, are holder of the equity shares of the
Company in proportion, as nearly as circumstances admit, to
the capital paid up on those shares at that date.
(b) The offer aforesaid shall be made by notice specifying the
number of shares offered and limiting a time not being less
than twenty-one days, from the date of the offer within which
the offer, if not accepted, will be deemed to have been
declined.
(c) The offer aforesaid shall be deemed to include a right
exercisable by the person concerned to renounce the shares
offered to him or any of them in favour of any other person
and the notice referred to in clause (b) shall contain a
statement of this right.
d) After the expiry of the time specified in the notice aforesaid, or
in respect of earlier intimation from the person to whom such
notice is given that he declines to accept the shares offered,
the Board may dispose of them in such manner as it thinks
most beneficial to the Company.
II. The Directors may, with the sanction of the Company in General
Meeting by means of a special resolution, offer and allot shares to
any person at their discretion by following the provisions of section
62 of the Act and other applicable provisions, if any.
III. Nothing in this Article shall apply to the increase in the subscribed
capital of the Company which has been approved by:
(a) A Special Resolution passed by the Company in General
Meeting before the issue of the debentures or the raising of the
loans, and
(b) The Central Government before the issue of the debentures
or raising of the loans or is in conformity with the rules, if any,
made by that Government in this behalf.
8 (1) The rights attached to each class of shares (unless otherwise
provided by the terms of the issue of the shares of the class) may,
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subject to the provisions of Section 48 of the Act, be varied with the
consent in writing of the holders of not less than three fourths of the
issued shares of that class or with the sanction of a Special Resolution
passed at a General Meeting of the holders of the shares of that class.
(2) To every such separate General Meeting, the provisions of these
Articles relating to General Meeting shall Mutatis Mutandis apply, but so
that the necessary quorum shall be two persons at least holding or
representing by proxy one-tenth of the issued shares of that class.
Issue of further shares with
disproportionate rights
9 Subject to the provisions of the Act, the rights conferred upon the
holders of the shares of any class issued with preferred or other rights or
not, unless otherwise expressly provided for by the terms of the issue of
shares of that class, be deemed to be varied by the creation of further
shares ranking pari passu therewith with the approval of members.
Not to issue shares with
disproportionate rights
10 The Company shall not issue any shares (not being Preference Shares)
which carry voting rights or rights in the Company as to dividend, capital or
otherwise which are disproportionate to the rights attached to the holders
of other shares not being Preference Shares.
Power to pay
commission
11 The Company may, at any time, pay a commission to any person for
subscribing or agreeing to subscribe (whether absolutely or conditionally)
for any share, debenture or debenture stock of the Company or procuring
or agreeing to procure subscriptions (whether absolute or conditional) for
shares, such commission in respect of shares shall be paid or payable
out of the capital, the statutory conditions and requirements shall be
observed and complied with and the amount or rate of commission shall
not exceed five percent of the price at which the shares are issued and in
the case of debentures, the rate of commission shall not exceed, two and
half percent of the price at which the debentures are issued. The
commission may be satisfied by the payment of cash or the allotment of
fully or partly paid shares or partly in one way and partly in the other. The
Company may also, on any issue of shares, pay such brokerage as may
be lawful.
Liability of joint holders of
shares
12 The joint holders of a share or shares shall be severally as well as jointly
liable for the payment of all installments and calls due in respect of such
share or shares.
Trust not recognised 13 Save as otherwise provided by these Articles, the Company shall be
entitled to treat the registered holder of any share as the absolute owner
thereof and accordingly, the Company shall not, except as ordered by a
Court of competent jurisdiction or as by a statute required, be bound to
recognise any equitable, contingent, future or partial interest lien, pledge
or charge in any share or (except only by these presents otherwise
provided for) any other right in respect of any share except an absolute
right to the entirety thereof in the registered holder.
Issue other than for cash 14. a. The Board may issue and allot shares in the capital of the Company as
payment or part payment for any property sold or goods transferred or
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The Issue of Sweat Equity
Shares /Stock Option to
the Employees of the
Company
machinery or appliances supplied or for services rendered or to be
rendered to the Company in or about the formation or promotion of the
Company or the acquisition and or conduct of its business and shares
may be so allotted as fully paid-up shares, and if so issued, shall be
deemed to be fully paid-up shares.
b. “Notwithstanding anything contained in these Articles, subject to the
provisions of Section 53, 54 any other applicable provisions of any Act
and/or any law for the time being in force, the Board of Directors may
from time to time issue Sweat Equity shares and Stock Option to the
employees of the company.”
c. As regards all allotments, from time to time made, the Board shall duly
comply with Section 39 of the Act.
Acceptance of shares 15 An application signed by or on behalf of the applicant for shares in the
Company, followed by an allotment of any share therein, shall be
acceptance of the shares within the meaning of these Articles; and every
person who thus or otherwise accepts any share and whose name is on the
Register shall, for the purpose of these Articles, be a shareholder.
Member’ right to share
Certificates
16 1. Every person whose name is entered as a member in the Register shall
be entitled to receive without payment:
a. One certificate for all his shares; or
b. Share certificate shall be issued in marketable lots, where the share
certificates are issued either for more or less than the marketable lots,
sub-division/consolidation into marketable lots shall be done free of
charge.
2. The Company shall, within two months after the allotment and within
fifteen days after application for registration of the transfer of any share or
debenture, complete and have it ready for delivery; the share certificates for
all the shares and debentures so allotted or transferred unless the
conditions of issue of the said shares otherwise provide.
3. Every certificate shall be under the seal and shall specify the shares to
which it relates and the amount paid-up thereon.
4. The certificate of title to shares and duplicates thereof when necessary
shall be issued under the seal of the Company and signed by two Directors
and the Secretary or authorised official(s) of the Company.
One Certificate for joint
holders
17 In respect of any share or shares held jointly by several persons, the
Company shall not be bound to issue more than one certificate for the
same share or shares and the delivery of a certificate for the share or
shares to one of several joint holders shall be sufficient delivery to all such
holders. Subject as aforesaid, where more than one share is so held, the
joint holders shall be entitled to apply jointly for the issue of several
certificates in accordance with Article 20 below.
Renewal of Certificate 18 If a certificate be worn out, defaced, destroyed, or lost or if there is no
further space on the back thereof for endorsement of transfer, it shall, if
requested, be replaced by a new certificate without any fee, provided
7
however that such new certificate shall not be given except upon delivery of
the worn out or defaced or used up certificate, for the purpose of
cancellation, or upon proof of destruction or loss, on such terms as to
evidence, advertisement and indemnity and the payment of out of pocket
expenses as the Board may require in the case of the certificate having
been destroyed or lost. Any renewed certificate shall be marked as such in
accordance with the provisions of the act in force.
19 For every certificate issued under the last preceding Article, no fee shall
be charged by the Company.
Splitting and consolidation
of Share Certificate
20 The shares of the Company may be split up/consolidated in the following
circumstances:
(i) At the request of the member/s for split up of shares in marketable lot.
(ii)At the request of the member/s for consolidation of fraction shares into
marketable lot.
Directors may issue new
Certificate(s)
21 Where any share under the powers in that behalf herein contained are sold
by the Directors and the certificate thereof has not been delivered up to the
Company by the former holder of the said shares, the Directors may issue
a new certificate for such shares distinguishing it in such manner as they
think fit from the certificate not so delivered up.
Person by whom
installments are payable
22 If, by the conditions of allotment of any share, the whole or part of the
amount or issue price thereof shall be payable by instalments, every such
instalment, shall, when due, be paid to the Company by the person who for
the time being and from time to time shall be the registered holder of the
share or his legal representative or representatives, if any.
LIEN
Company’s lien on shares 23 The Company shall have first and paramount lien upon all shares other
than fully paid-up shares registered in the name of any member, either or
jointly with any other person, and upon the proceeds or sale thereof for all
moneys called or payable at a fixed time in respect of such shares and
such lien shall extend to all dividends from time to time declared in respect
of such shares. But the Directors, at any time, may declare any share to be
exempt, wholly or partially from the provisions of this Article. Unless
otherwise agreed, the registration of transfer of shares shall operate as a
waiver of the Company’s lien, if any, on such shares.
As to enforcing lien by sale 24 For the purpose of enforcing such lien, the Board of Directors may sell the
shares subject thereto in such manner as it thinks fit, but no sale shall be
made until the expiration of 14 days after a notice in writing stating and
demanding payment of such amount in respect of which the lien exists has
been given to the registered holders of the shares for the time being or to
the person entitled to the shares by reason of the death of insolvency of the
register holder.
Authority to transfer 25 a. To give effect to such sale, the Board of Directors may authorise any
person to transfer the shares sold to the purchaser thereof and the
8
purchaser shall be registered as the holder of the shares comprised in any
such transfer.
b. The purchaser shall not be bound to see the application of the purchase
money, nor shall his title to the shares be affected by any irregularity or
invalidity in the proceedings relating to the sale.
Application of proceeds of
sale
26 The net proceeds of any such sale shall be applied in or towards
satisfaction of the said moneys due from the member and the balance, if
any, shall be paid to him or the person, if any, entitled by transmission to
the shares on the date of sale.
CALLS ON SHARES
Calls 27Subject to the provisions of Section 49 of the Act, the Board of Directors
may, from time to time, make such calls as it thinks fit upon the members in
respect of all moneys unpaid on the shares held by them respectively and
not by the conditions of allotment thereof made payable at fixed times, and
the member shall pay the amount of every call so made on him to the
person and at the time and place appointed by the Board of Directors.
When call deemed to have
been made
28 A call shall be deemed to have been made at the time when the resolution
of the Directors authorising such call was passed. The Board of Directors
making a call may by resolution determine that the call shall be deemed to
be made on a date subsequent to the date of the resolution, and in the
absence of such a provision, a call shall be deemed to have been made on
the same date as that of the resolution of the Board of Directors making
such calls.
Length of Notice of call 29 Not less than thirty day’s notice of any call shall be given specifying the
time and place of payment provided that before the time for payment of
such call, the Directors may, by notice in writing to the members, extend
the time for payment thereof
Sum payable in fixed
installments to be deemed
calls
30 If by the terms of issue of any share or otherwise, any amount is made
payable at any fixed times, or by installments at fixed time, whether on
account of the share or by way of premium, every such amount or
installment shall be payable as if it were a call duly made by the Directors,
on which due notice had been given, and all the provisions herein
contained in respect of calls shall relate and apply to such amount or
installment accordingly.
When interest on call or
installments payable
31 If the sum payable in respect of any call or, installment be not paid on or
before the day appointed for payment thereof, the holder for the time being
of the share in respect of which the call shall have been made or the
installment shall fall due, shall pay interest for the same at the rate of 12
percent per annum, from the day appointed for the payment thereof to the
time of the actual payment or at such lower rate as the Directors may
determine. The Board of Directors shall also be at liberty to waive payment
of that interest wholly or in part.
Sums payable at fixed 32 The provisions of these Articles as to payment of interest shall apply in the
9
times to be treated as calls case
of non-payment of any such sum which by the terms of issue of a
share, become payable at a fixed time, whether on account of the amount
of the share or by way of premium, as if the same had become payable by
virtue of a call duly made and notified.
Payment of call in advance 33 The Board of Directors, may, if it thinks fit, receive from any member willing
to advance all of or any part of the moneys uncalled and unpaid upon any
shares held by him and upon all or any part of the moneys so advance may
(until the same would, but for such advance become presently payable) pay
interest at such rate as the Board of Directors may decide but shall not in
respect of such advances confer a right to the dividend or participate in
profits.
Partial payment not to
preclude forfeiture
34 Neither a judgement nor a decree in favour of the Company for calls or
other moneys due in respect of any share nor any part payment or
satisfaction thereunder, nor the receipt by the Company of a portion of any
money which shall from, time to time, be due from any member in respect
of any share, either by way of principal or interest nor any indulgency
granted by the Company in respect of the payment of any such money shall
preclude the Company from thereafter proceeding to enforce a forfeiture of
such shares as herein after provided.
FORFEITURE OF SHARES
If call or instalment not
paid, notice may be given
35 If a member fails to pay any call or installment of a call on the day
appointed for the payment not paid thereof, the Board of Directors may
during such time as any part of such 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. The Board may accept in the name and for the benefit of the
Company and upon such terms and conditions as may be agreed upon, the
surrender of any share liable to forfeiture and so far as the law permits of
any other share
Evidence action by
Company against
shareholders
36 On the trial or hearing of any action or suit brought by the Company against
any shareholder or his representative to recover any debt or money
claimed to be due to the Company in respect of his share, it shall be
sufficient to prove that the name of the defendant is or was, when the claim
arose, on the Register of shareholders of the Company as a holder, or one
of the holders of the number of shares in respect of which such claim is
made, and that the amount claimed is not entered as paid in the books of
the Company and it shall not be necessary to prove the appointment of the
Directors who made any call nor that a quorum of Directors was present at
the Board at which any call was made nor that the meeting at which any
call was made was duly convened or constituted nor any other matter
whatsoever; but the proof of the matters aforesaid shall be conclusive
evidence of the debt.
Form of Notice 37 The notice shall name a further day (not earlier than the expiration of
fourteen days from the date of service of the notice), on or before which the
10
payment required by the notice is to be made, and shall state that, in the
event of non-payment on or before the day appointed, the shares in respect
of which the call was made will be liable to be forfeited.
If notice not complied with,
shares may be forfeited
38 If the requirements of any such notice as, aforementioned are not complied
with, any share in respect of which the notice has been given may at any
time thereafter, before the payment required by the notice has been made,
be forfeited by a resolution of the Board to that effect. Such forfeiture shall
include all dividends declared in respect of the forfeited shares and not
actually paid before the forfeiture.
Notice after forfeiture 39 When any share shall have been so forfeited, notice of the resolution shall
be given to the member in whose name it stood immediately prior to the
forfeiture and an entry of the forfeiture shall not be in any manner
invalidated by any omission or neglect to give such notice or to make such
entry as aforesaid.
Boards’ right to dispose of
forfeited shares or
cancellation of forfeiture
40 A forfeited or surrendered share may be sold or otherwise disposed off on
such terms and in such manner as the Board may think fit, and at any time
before such a sale or disposal, the forfeiture may be cancelled on such
terms as the Board may think fit.
Liability after forfeiture 41 A person whose shares have been forfeited shall cease to be a member in
respect of the forfeited shares but shall, notwithstanding such forfeiture,
remain liable to pay and shall forthwith pay the Company all moneys, which
at the date of forfeiture is payable by him to the Company in respect of the
share, whether such claim be barred by limitation on the date of the
forfeiture or not, but his liability shall cease if and when the Company
received payment in full of all such moneys due in respect of the shares.
Effect of forfeiture 42 The forfeiture of a share(s) shall involve in the extinction of all interest in
and also of all claims and demands against the Company in respect of the
shares and all other rights incidental to the share, except only such of these
rights as by these Articles are expressly saved.
Evidence of forfeiture 43 A duly verified declaration in writing that the declarant is a Director 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(s),
and that declaration and the receipt of the Company for the consideration, if
any, given for the shares on the sale or disposal thereof, shall constitute a
good title to the share and the person to whom the share is sold or
disposed of shall be registered as the holder of the share and 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.
Non-payment of sums
payable at fixed times
44 The provisions of these regulations as to forfeiture shall apply in the case of
non-payment of any sum which by terms of issue of a share, becomes
payable at a fixed time, whether, on account of the amount of the share or
by way of premium or otherwise as if the same had been payable by virtue
11
of a call duly made and notified.
Validity of such sales 45 Upon any sale after forfeiture or for enforcing a lien in purported exercise of
the powers herein before given, the Directors may cause the purchaser’s
name to be entered in the register in respect of the shares sold and may
issue fresh certificate in the name of such a purchaser. The purchaser shall
not be bound to see to the regularity of the proceedings, nor to the
application of the purchase money and after his name has been entered in
the register in respect of such shares, the validity of the sale shall not be
impeached by any person and the remedy of any person aggrieved by the
sale shall be in damages only and against the Company exclusively.
TRANSFER AND TRANSMISSION OF SHARES
Transfer 46 a The instrument of transfer of any share in the Company shall be executed
both by the transferor and the transferee and the transferor shall be
deemed to remain holder of the shares until the name of the transferee is
entered in the register of members in respect thereof.
b. The Board shall not register any transfer of shares unless a proper
instrument of transfer duly stamped and executed by the transferor and the
transferee has been delivered to the Company along with the certificate
and such other evidence as the Company may require to prove the title of
the transferor or his right to transfer the shares.
Provided that where it is proved to the satisfaction of the Board that an
instrument of transfer signed by the transferor and the transferee has been
lost, the Company may, if the Board thinks fit, on an application on such
terms in writing made by the transferee and bearing the stamp required for
an instrument of transfer, register the transfer on such terms as to
indemnity as the Board may think fit.
c. An application for the registration of the transfer of any share or shares
may be made either by the transferor or the transferee, provided that where
such application is made by the transferor, no registration shall, in the case
of partly paid shares, be effected unless the Company gives notice of the
application to the transferee.
The Company shall, unless objection is made by the transferee within two
weeks from the date of receipt of the notice, enter in the register the name
of the transferee in the same manner and subject to the same conditions as
if the application for registration was made by the transferee.
d. For the purpose of Sub-clause (c), notice to the transferee shall be
deemed to have been duly given if dispatched by prepaid registered post to
the transferee at the address given in the instrument of transfer and shall
be delivered in the ordinary course of post.
e. Nothing in Sub-clause (d) shall prejudice any power of the Board to
register as a shareholder any person to whom the right to any share has
been transmitted by operation of law.
Form of transfer 47 Shares in the Company shall be transferred by an instrument in writing in
12
such common form as specified in Section 56 of the Companies Act.
Board’s right to refuse to
register
48 a. The Board, may, at its absolute discretion and without assigning any
reason, decline to register
1. The transfer of any share, whether fully paid or not, to a person of whom
it do not approve or
2. Any transfer or transmission of shares on which the Company has a lien
a. Provided that registration of any transfer shall not be refused on the
ground of the transferor being either alone or jointly with any other
person or persons indebted to the Company on any account
whatsoever except a lien on the shares.
b. If the Board refuses to register any transfer or transmission of right, it
shall, within fifteen days from the date of which the instrument or
transfer of the intimation of such transmission was delivered to the
Company, send notice of the refusal to the transferee and the transferor
or to the person giving intimation of such transmission as the case may
be.
c. In case of such refusal by the Board, the decision of the Board shall be
subject to the right of appeal conferred by Section 58.
d. The provisions of this clause shall apply to transfers of stock also.
Further right of Board of
Directors to refuse to
register
49 a. The Board may, at its discretion, decline to recognise or accept
instrument of transfer of shares unless the instrument of transfer is in
respect of only one class of shares.
b. No fee shall be charged by the Company for registration of transfers or
for effecting transmission on shares on the death of any member or for
registering any letters of probate, letters of administration and similar
other documents.
c. Notwithstanding anything contained in Sub-articles (b) and (c) of Article
46, the Board may not accept applications for sub-division or
consolidation of shares into denominations of less than hundred (100)
except when such a sub-division or consolidation is required to be made
to comply with a statutory order or an order of a competent Court of Law
or a request from a member to convert his holding of odd lots, subject
however, to verification by the Company.
d. The Directors may not accept applications for transfer of less than 100
equity shares of the Company, provided however, that these
restrictions shall not apply to:
i. Transfer of equity shares made in pursuance of a statutory order or
an order of competent court of law.
ii. Transfer of the entire equity shares by an existing equity shareholder
of the Company holding less than hundred (100) equity shares by a
single transfer to joint names.
iii. Transfer of more than hundred (100) equity shares in favour of the
same transferee under one or more transfer deeds, one or more of
13
them relating to transfer of less than hundred (100) equity shares.
iv. Transfer of equity shares held by a member which are less than
hundred (100) but which have been allotted to him by the Company
as a result of Bonus and/or Rights shares or any shares resulting
from Conversion of Debentures.
v. The Board of Directors be authorised not to accept applications for
sub-division or consolidation of shares into denominations of less
than hundred (100) except when such sub-division or consolidation
is required to be made to comply with a statutory order of a Court of
Law or a request from a member to convert his holding of odd lots of
shares into transferable/marketable lots, subject, however, to
verification by the Company.
Provided that where a member is holding shares in lots higher than the
transferable limit of trading and transfers in lots of transferable unit, the
residual shares shall be permitted to stand in the name of such transferor
not withstanding that the residual holding shall be below hundred (100).
Rights to shares on death
of a member for
transmission
50 a. In the event of death of any one or more of several joint holders, the
survivor, or survivors, alone shall be entitled to be recognised as having
title to the shares.
b. In the event of death of any sole holder or of the death of last surviving
holder, the executors or administrators of such holder or other person
legally entitled to the shares shall be entitled to be recognised by the
Company as having title to the shares of the deceased.
Provided that on production of such evidence as to title and on such
indemnity or other terms as the Board may deem sufficient, any person
may be recognised as having title to the shares as heir or legal
representative of the deceased shareholder.
Provided further that if the deceased shareholder was a member of a Hindu
Joint Family, the Board, on being satisfied to that effect and on being
satisfied that the shares standing in his name in fact belonged to the joint
family, may recognise the survivors of Karta thereof as having titles to the
shares registered in the name of such member..
Provided further that in any case, it shall be lawful for the Board in its
absolute discretion, to dispense with the production of probate or letters of
administration or other legal representation upon such evidence and such
terms as to indemnity or otherwise as the Board may deem just.
Rights and liabilities of
person
51 1. 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 be required by the Board and subject as herein,
after provided elect either
a. to be registered himself as a holder of the share or
b. to make such transfer of the share as the deceased or insolvent member
could have made.
2. The Board, shall, in either case, have the same right to decline or
14
suspend registration as it would have had, if the deceased or insolvent
member had transferred the share before his death or insolvency.
Notice by such a person of
his election
52 a. If the person so becoming entitled shall elect to be registered as holder
of the shares himself, he shall deliver or send to the Company a notice
in writing signed by him stating that he so elects.
b. If the person aforesaid shall elect to transfer the share, he shall testify his
election by executing a transfer of the share.
c. All the limitations, restrictions and provisions of these regulations relating
to the right to transfer and the registration of transfers of shares shall be
applicable to any such notice or transfer as aforesaid as if the death or
insolvency of the member had not occurred and the notice of transfer
had been signed by that member.
No transfer to infant, etc. 53 No transfer shall be made to an infant or a person of unsound mind.
Endorsement of
transferand issue of
certificate
54 Every endorsement upon the certificate of any share in favour of any
transferee shall be signed by the Secretary or by some person for the time
being duly authorised by the Board in that behalf.
Custody of transfer 55 The instrument of transfer shall, after registration, remain in the custody of
the Company. The Board may cause to be destroyed all transfer deeds
lying with the Company for a period of ten years or more.
Register of members 56 a. The Company shall keep a book to be called the Register of Members,
and therein shall be entered the particulars of every transfer or
transmission of any share and all other particulars of shares required by
the Act to be entered in such Register.
Closure of Register of
memers
b. The Board may, after giving not less than seven days previous notice by
advertisement in some newspapers circulating in the district in which
the Registered Office of the Company is situated, close the Register of
Members or the Register of Debenture Holders for any period or periods
not exceeding in the aggregate forty-five days in each year but not
exceeding thirty days at any one time.
When instruments of
transfer to be retained
c. All instruments of transfer which shall be registered shall be retained by
the Company but any instrument of transfer which the Directors may
decline to register shall be returned to the person depositing the same.
Company’s right to register
transfer by apparent legal
owner
57 The Company shall incur no liability or responsibility whatever in
consequence of their registering or giving effect to any transfer of shares
made or purporting to be made by any apparent legal owner thereof (as
shown or appearing in the Register of Members) to the prejudice of persons
having or claiming any equitable right, title or interest to or in the same
shares not withstanding that the Company may have had notice of such
equitable right or title or interest prohibiting registration of such transfer and
may have entered such notice referred thereto in any book of the Company
and the Company shall not be bound by or required to regard or attend to
or give effect to any noticewhich may be given to it of any equitable right,
title or interest or be under any liability whatsoever for refusing or
15
neglecting so to do, though it may have been entered or referred to in the
books of the Company; but the Company shall nevertheless be at liberty to
have regard and to attend to any such notice and give effect thereto, if the
Board shall so think fit.
ALTERATION OF CAPITAL
Alteration and
consolidation, sub-division
and cancellation of shares
58 a. The Company may, from time to time, in accordance with the provisions
of the Act, alter by Ordinary Resolution, the conditions of the
Memorandum of Association as follows:
1. increase its share capital by such amount as it thinks expedient by
issuing new shares;
2. consolidate and divide all or any of its share capital into shares of larger
amount than its existing shares;
3. convert all or any of its fully paid-up shares into stock, and reconvert that
stock into fully paid-up shares of the denomination;
4. sub-divide its shares, or any of them, into shares of smaller amount than
is fixed by the Memorandum, so however, that in the sub-division on the
proportion between the amount paid and the amount, if any, unpaid, on
each reduced share shall be the same as it was in the case of the
shares from which the reduced share is derived.
5. a. Cancel shares which, at the date of passing of the resolution in that
behalf, have not been taken or agreed to be taken by any person, and
diminish the amount of its share capital by the amount of the shares so
cancelled.
b. The resolution whereby any share is sub-divided may determined that,
as between the holder of the shares resulting from such sub-division,
one or more such shares shall have some preference or special
advantage as regards dividend, capital or otherwise over or as
compared with the others.
6. Classify and reclassify its share capital from the shares on one class
into shares of other class or classes and to attach thereto respectively
such preferential, deferred, qualified or other special rights, privileges,
conditions or restrictions and to vary, modify or abrogate any such
rights, privileges, conditions or restrictions in such manner as may for
the time being be permitted under legislative provisions for the time
being in force in that behalf.
Reduction of capital, etc.
by Company
59 The Company may, by Special Resolution, reduce in any manner with and
subject to any incident authorised and consent as required by law:
a. its share capital;
b. any capital redemption reserve account; or
c. any share premium account.
SURRENDER OF SHARES
Surrender of shares 60 The Directors may, subject to the provisions of the Act, accept the
16
surrender of any share by way of compromise of any question as to the
holder being properly registered in respect thereof.
Power of modify shares 61 The rights and privileges attached to each class of shares may be modified,
commuted, affected, abrogated in the manner provided in Section 48 of the
Act.
SET OFF OF MONEY DUE TO SHAREHOLDERS
Set-off of moneys due to
shareholders
62 Any money due from the Company to a shareholder may, without the
consent of such shareholder, be applied by the Company in or towards
payment of any money due from him, either alone or jointly with any other
person, to the Company in respect of calls.
CONVERSION OF SHARES INTO STOCK
Conversion of shares 63 The Company may, by Ordinary Resolution, convert all or any fully paid
share(s) of any denomination into stock and vice versa.
Transfer of stock 64 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.
 65 The holders of the stock shall, according to the amount of the stock held by
Right of stockholders
them, have the same rights, privileges and advantages as regards
dividends, voting at meetings of the Company and other matters, as if they
held the shares from which the stock arose, but no such privilege or
advantage (except participation in the dividends and profits of the Company
and its 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.
Applicability of regulations
to stock and stockholders
66 Such of the regulations contained in these presents, other than those
relating to share warrants as are applicable to paid-up shares shall apply to
stock and the words shares and shareholder in these presents shall include
stock and stockholder respectively.
DEMATERIALISATION OF SECURITIES
67 a) Definitions For the purpose of this Article:
‘Beneficial Owner’ means a person or persons whose name is recorded
as such with a depository;
‘SEBI’ means the Securities and Exchange Board of India;
‘Depository’ means a company formed and registered under the
Companies Act, 1956 or Companies Act, 2013, and which has been
granted a certificate of registration to act as a depository under the
Securities and Exchange Board of India Act, 1992, and ‘Security’ means
17
such security as may be specified by SEBI from time to time.
b) Dematerialisation of securities
Notwithstanding anything contained in these Articles, the Company shall be
entitled to dematerialise or rematerialise its securities and to offer securities
in a dematerialised form pursuant to the Depositories Act, 1996 and the
rules framed thereunder, if any.
c) Options for investors
Every person subscribing to securities offered by the Company shall have
the option to receive security certificates or to hold the securities with a
depository. Such a person, who is the beneficial owner of the securities,
can at any time opt out of a depository, if permitted by law, in respect of any
security in the manner provided by the Depositories Act and the Company
shall, in the manner and within the time prescribed, issue to the beneficial
owner the required certificates of securities. If a person opts to hold his
security with a depository, the Company shall intimate such depository the
details of allotment of the security, and on receipt of the information, the
depository shall enter in its record the name of the allottee as the beneficial
owner of the security.
d) Securities in depositories to be in fungible form
All securities held by a depository shall be dematerialised and be in
fungible form. Nothing contained in Sections 89 and 186 of the Act shall
apply to a depository in respect of the securities held by it on behalf of the
beneficial owners.
e) Rights of depositories and beneficial owners:
(i) Notwithstanding anything to the contrary contained in the Act or these
Articles, a depository shall be deemed to be the registered owner for the
purposes of effecting transfer of ownership of security on behalf of the
beneficial owner.
(ii) Save as otherwise provided in (a) above, the depository, as the
registered owner of the securities, shall not have any voting rights or
any other rights in respect of the securities held by it.
(iii) Every person holding securities of the Company and whose name is
entered as the beneficial owner in the records of the depository shall be
deemed to be a member of the Company. The beneficial owner of the
securities shall be entitled to all the rights and benefits and be subject to
all the liabilities in respect of his securities which are held by a
depository.
f) Service of documents Notwithstanding anything in the Act or these
Articles to the contrary, where securities are held in a depository, the
records of the beneficial ownership may be served by such depository on
the Company by means of electronic mode or by delivery of floppies or
discs.
g) Transfer of securities Nothing contained in Section 56 of the Act or these
Articles shall apply to transfer of securities effected by a transferor and
18
transferee both of whom are entered as beneficial owners in the records of
a depository.
h) Allotment of securities dealt with in a depository Notwithstanding
anything in the Act or these Articles, where securities are dealt with in a
depository, the Company shall intimate the details thereof to the depository
immediately on allotment of such securities.
i) Distinctive numbers of securities held in a depository Nothing contained
in the Act or these Articles regarding the necessity of having distinctive
numbers of securities issued by the Company shall apply to securities held
in a depository.
j) Register and Index of Beneficial owners The Register and Index of
Beneficial Owners, maintained by a depository under the Depositories Act,
1996, shall be deemed to be the Register and Index of Members and
Security Holders for the purposes of these Articles.
k) Company to recognise the rights of registered holders as also the
beneficial owners in the records of the depository
Save as herein otherwise provided, the Company shall be entitled to treat
the person whose name appears on the Register of Members as the holder
of any share, as also the beneficial owner of the shares in records of the
depository as the absolute owner thereof as regards receipt of dividends or
bonus or services of notices and all or any other matters connected with the
Company, and accordingly, the Company shall not, except as ordered by a
Court of competent jurisdiction or as by law required, be bound to
recognise any benami trust or equity or equitable, contingent or other claim
to or interest in such share on the part of any other person, whether or not it
shall have express or implied notice thereof.
GENERAL MEETINGS
Annual General Meeting 68
The Company shall in each year hold in addition to the other meetings a
general meeting which shall be styled as its Annual General Meeting at
intervals and in accordance with the provisions of Section 96 of the Act.
Extraordinary General
Meeting
69 1. Extraordinary General Meetings may be held either at the Registered
Office of the Company or at such convenient place as the Board or the
Managing Director (subject to any directions of the Board) may deem fit.
Right to summon
Extraordinary
General Meeting
2. The Chairman or Vice Chairman may, whenever they think fit, and shall if
so directed by the Board, convene an Extraordinary General Meeting at
such time and place as may be determined.
Extraordinary Meeting by
requisition
70 a. The Board shall, on the requisition of such number of members of the
Company as is specified below, proceed duly to call an Extraordinary
General Meeting of the Company and comply with the provisions of the
Act in regard to meetings on requisition.
b. The requisition shall set our matters for the consideration of which the
meeting is to be called, shall be signed by the requisitionists and shall
be deposited at the Registered Office of the Company or sent to the
19
Company by Registered Post addressed to the Company at its
Registered Office.
c. The requisition may consist of several documents in like forms, each
signed by one or more requisitionists.
d. The number of members entitled to requisition a meeting in regard to any
matter shall be such number of them as hold, on the date of the deposit
of the requisition, not less than 1/10th of such of the paid-up capital of
the Company as at the date carries the right of the voting in regard to
the matter set out in the requisition.
e. If the Board does not, within 21 days from the date of receipt of deposit
of the requisition with regard to any matter, proceed duly to call a
meeting for the consideration of these matters on a date not later than
45 days from the date of deposit of the requisition, the meeting may be
called by the requisitionists themselves or such of the requisitionists, as
represent either majority in the value of the paid-up share capital held
by them or of not less than one tenth of such paid-up capital of the
Company as is referred to in Sub-clause (d) above, whichever is less.
Length of notice for calling
meeting
71 A General Meeting of the Company may be called by giving not less than
twenty one days notice in writing, provided that a General Meeting may be
called after giving shorter notice if consent thereto is accorded by the
members holding not less than 95 per cent of the part of the paid- up share
capital which gives the right to vote on the matters to be considered at the
meeting.
Provided that where any member of the Company is entitled to vote only on
some resolution or resolutions to be moved at a meeting and not on the
others, those members, shall be taken into account for purpose of this
clause in respect of the former resolution or resolutions and not in respect
of the latter.
Accidental omission to
give notice not to
invalidate meeting
72 The accidental omission is to give notice of any meeting to or the nonreceipt
of any such notice by any of the members shall not invalidate the
proceedings of any resolution passed at such meeting.
Special business and
statement to be annexed
73 All business shall be deemed special that is transacted at an Extraordinary
Meeting and also that is transacted at an Annual Meeting with the
exception of declaration of a dividend, the consideration of financial
statements and the reports of the Directors and Auditors thereon, the
election of the Directors in the place of those retiring, and the appointment
of and the fixing of the remuneration of Auditors. Where any item of
business to be transacted at the meeting is deemed to be special as
aforesaid, there shall be annexed to the notice of the meeting a statement
setting out all material facts concerning each such item of business
including in particular the nature of the concern or interest, if any, therein, of
every Director and the Manager, if any, every other Key Managerial
Personnel and the relatives of Directors, Manager and other Key
Managerial Personnel. Where any item of business consists of the
according of approval to any document by the meeting, the time and place
20
where the document can be inspected shall be specified in the statement
aforesaid.
Where any item of special business to be transacted at a meeting of the
company relates to or affects any other company, the extent of
shareholding interest in that other company of every promoter, director,
manager, if any, and of every other key managerial personnel of the first
mentioned company shall, if the extent of such shareholding is not less
than two per cent of the paid-up share capital of that company, also be set
out in the statement.
Quorum 74 The quorum requirements for general meetings shall be as under and no
business shall be transacted at any General Meeting unless the requisite
quorum is present when the meeting proceeds to business:
Number of members upto 1000: 5 members personally present
Number of members 1000-5000: 15 members personally present
Number of members more than 5000: 30 members personally present
If quorum not present,
when meeting to be
dissolved and when to be
adjourned
75 If within half an hour from the time appointed for the meeting, a quorum is
not present, the meeting, if called upon the requisition of members, shall be
dissolved; in any other case, it shall stand adjourned to the same day in the
next week and at the same time and place or to such other day and to be at
such other time and place as the Board may determine and if at the
adjourned meeting a quorum is not present within half an hour from the
time appointed for the meeting, the members present shall be a quorum.
Chairman of General
Meeting
76 The Chairman of the Board of Directors shall preside at every General
Meeting of the Company and if he is not present within 15 minutes after the
time appointed for holding the meeting, or if he is unwilling to act as
Chairman, the Vice Chairman of the Board of Directors shall preside over
the General Meeting of the Company.
When Chairman is absent 77 If there is no such Chairman, or Vice Chairman or if at any General
Meeting, either the Chairman or Vice Chairman is not present within fifteen
minutes after the time appointed for holding the meeting or if they are
unwilling to take the chair, the members present shall choose one of their
members to be the Chairman.
Adjournment of meeting 78 The Chairman may, with the consent of any meeting at which a quorum is
present and shall, if so directed by the meeting, adjourn that meeting from
time to time from place to place, but no business shall be transacted at any
adjourned meeting other than the business left unfinished at the meeting
from which the adjournment took place.
When a meeting is adjourned for thirty days or more, notice of the
adjourned meeting shall be given as in the case of an original meeting.
Save as aforesaid, it shall not be necessary to give any notice of
adjournment or of the business to be transacted at an adjourned meeting.
Questions at General
Meeting how decided
79 At a General Meeting, a resolution put to the vote of the meeting shall be
decided on a show of hands result of electronic voting as per the
21
provisions of Section 108, unless a poll is (before or on the declaration of
the result of the show of hands/ electronic voting) demanded in accordance
with the provisions of Section 109. Unless a poll is so demanded, a
declaration by the Chairman that a resolution has, on a show of hands/
electronic voting, been carried unanimously or by a particular majority or
lost and an entry to that effect in the book of the proceedings of the
Company shall be conclusive evidence of the fact without proof of the
number of proportion of the votes recorded in favour of or against that
resolution.
Casting vote 80 In the case of an equality of votes, the Chairman shall, whether on a show
of hands, or electronically or on a poll, as the case may be, have a casting
vote in addition to the vote or votes to which he may be entitled as a
member.
Taking of poll 81 If a poll is duly demanded in accordance with the provisions of Section 109,
it shall be taken in such manner as the Chairman, subject to the provisions
of Section 109 of the Act, may direct, and the results of the poll shall be
deemed to be the decision of the meeting on the resolution on which the
poll was taken.
In what cases poll taken
without adjournment
82 A poll demanded on the election of Chairman or on a question of
adjournment shall be taken forthwith. Where a poll is demanded on any
other question, adjournment shall be taken at such time not being later than
forty-eight hours from the time which demand was made, as the Chairman
may direct.
Votes 83 a. Every member of the Company holding Equity Share(s), shall have a
right to vote in respect of such capital on every resolution placed before
the Company. On a show of hands, every such member present shall
have one vote and shall be entitled to vote in person or by proxy and his
voting right on a poll or on e-voting shall be in proportion to his share of
the paid-up Equity Capital of the Company.
b. Every member holding any Preference Share shall in respect of such
shares have a right to vote only on resolutions which directly affect the
rights attached to the Preference Shares and subject as aforesaid,
every such member shall in respect of such capital be entitled to vote in
person or by proxy, if the dividend due on such preference shares or
any part of such dividend has remained unpaid in respect of an
aggregate period of not less than two years preceding the date of the
meeting. Such dividend shall be deemed to be due on Preference
Shares in respect of any period, whether a dividend has been declared
by the Company for such period or not, on the day immediately
following such period.
c. Whenever the holder of a Preference Share has a right to vote on any
resolution in accordance with the provisions of this article, his voting
rights on a poll shall be in the same proportion as the capital paid-up in
respect of such Preference Shares bear to the total equity paid-up
capital of the Company.
22
Business may proceed
notwithstanding demand
for poll
84 A demand for a poll shall not prevent the continuance of a meeting for the
transaction of any business other than that on which a poll has been
demanded; The demand for a poll may be withdrawn at any time by the
person or persons who made the demand.
Joint holders 85 In the case of joint holders, the vote of the first named of such joint holders
who tender a vote, whether in person or by proxy, shall be accepted to the
exclusion of the votes of the other joint holders.
Member of unsound mind 86 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.
No member entitled to vote
while call due to Company
87 No member shall be entitled to vote at a General Meeting unless all calls or
other sums presently payable by him in respect of shares in the Company
have been paid.
Proxies permitted on polls 88 On a poll, votes may be given either personally or by proxy provided that no
Company shall vote by proxy as long as resolution of its Directors in
accordance with provisions of Section 113 is in force.
Instrument of proxy 89 a. The instrument appointing a proxy shall be in writing under the hand of
the appointed or of the attorney duly authorised in writing, or if the
appointer is a Corporation, either under the common seal or under the
hand of an officer or attorney so authorised. Any person may act as a
proxy whether he is a member or not.
b. A body corporate (whether a company within the meaning of this Act or
not) may:
1. If it is a member of the Company by resolution of its Board of Directors or
other governing body, authorize such persons as it thinks fit to act as its
representatives at any meeting of the Company, or at any meeting of
any class of members of the Company;
2. If it is a creditor (including a holder of debentures) of the Company, by
resolution of its Directors or other governing body, authorise such
person as it thinks fit to act as its representative at any meeting of any
creditors of the Company held in pursuance of this Act or of any rules
made thereunder, or in pursuance of the provisions contained in any
debenture or trust deed, as the case may be.
c. A person authorised by resolution as aforesaid shall be entitled to
exercise the same rights and powers (including the right to vote by
proxy) on behalf of the body corporate which he represents, as if he
were personally the member, creditor or debenture holder.
Instrument of proxy to be
deposited at the office
90 The instrument appointing a proxy and the power of attorney or other
authority, if any, under which it is signed or a notary certified copy of that
power of authority shall be deposited at the Registered Office of the
Company not less than forty-eight hours before the time for holding the
meeting or adjourned meeting at which the person named in the instrument
23
proposed to vote, and in default, the instrument of proxy shall not be
treated as valid.
Validity of vote by proxy 91 A vote given in accordance with the terms of an instrument of proxy shall
be valid not withstanding the previous death of the appointer, or revocation
of the proxy, or transfer of the share in respect of which the vote is given
provided no intimation in writing of the death, revocation or transfer shall
have been received at the Registered Office of the Company before the
commencement of the meeting or adjourned meeting at which the proxy is
used.
Form of proxy 92 Any instrument appointing a proxy may be a two way proxy form to enable
the shareholders to vote for or against any resolution at their discretion.
The instrument of proxy shall be in the prescribed form as given in Form
MGT-11.
DIRECTORS
Number of Directors 93
Unless otherwise determined by a General Meeting, the number of
Directors shall not be less than 3 and not more than 15.
Qualification of Directors 94 Subject to the provisions of the Act as may be applicable, the Board may
appoint any person as a Managing Director to perform such functions as
the Board may decide from time to time. Such Director shall be a Member
of the Board.
Qualification of Directors 95 Any person, whether a member of the Company or not, may be appointed
as a Director. No qualification by way of holding shares in the capital of the
Company shall be required of any Director.
Director’s remuneration 96 a. Until otherwise determined by the Company in General Meeting, each
Director shall be entitled to receive and be paid out of the funds of the
Company a fee for each meeting of the Board of Directors or any
committee thereof, attended by him as may be fixed by the Board of
Directors from time to time subject to the provisions of Section 197 of
the Act, and the Rules made thereunder. For the purpose of any
resolution in this regard, none of the Directors shall be deemed to be
interested in the subject matter of the resolution. The Directors shall
also be entitled to be paid their reasonable travelling and hotel and
other expenses incurred in consequence of their attendance at
meetings of the Board or of any committee of the Board or otherwise in
the execution of their duties as Directors either in India or elsewhere.
The Managing/ Whole-time Director of the Company who is a full time
employee, drawing remuneration will not be paid any fee for attending
Board Meetings.
b. Subject to the provisions of the Act, the Directors may, with the sanction
of a Special Resolution passed in the General Meeting and such
sanction, if any, of the Government of India as may be required under
the Companies Act, sanction and pay to any or all the Directors such
remuneration for their services as Directors or otherwise and for such
24
period and on such terms as they may deem fit.
c. Subject to the provisions of the Act, the Company in General Meeting
may by Special Resolution sanction and pay to the Director in addition
to the said fees set out in sub-clause (a) above, a remuneration not
exceeding one per cent (1%) of the net profits of the Company
calculated in accordance with the provisions of Section 198 of the Act.
The said amount of remuneration so calculated shall be divided equally
between all the Directors of the Company who held office as Directors
at any time during the year of account in respect of which such
remuneration is paid or during any portion of such year irrespective of
the length of the period for which they held office respectively as such
Directors.
d. Subject to the provisions of Section 188 of the Companies Act, and
subject to such sanction of the Government of India, as may be required
under the Companies Act, if any Director shall be 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 Director such special remuneration as they
think fit; such remuneration may be in the form of either salary,
commission, or lump sum and may either be in addition to or in
substitution of the remuneration specified in clause (a) of the Article.
Directors may act
notwithstanding vacancy
97 The continuing Directors may act not withstanding any vacancy in their
body, but subject to the provisions contained in Article 119 below:
Chairman or Vicechairman
of the Board
98 a. Notwithstanding anything contained in these Articles and pursuant to
provisions of the Act, the Chairman of the Company will act as
Chairman of the Board.
b. Subject to the provisions of the Act, the Chairman and the Vice
Chairman may be paid such remuneration for their services as
Chairman and Vice Chairman respectively, and such reasonable
expenses including expenses connected with travel, secretarial service
and entertainment, as may be decided by the Board of Directors from
time to time.
Casual vacancy 99 If the office of any Director becomes vacant before the expiry of the period
of his Directorship in normal course, the resulting casual vacancy may be
filled by the Board at a Meeting of the Board subject to Section 161 of the
Act. Any person so appointed shall hold office only upto the date which the
Director in whose place he is appointed would have held office if the
vacancy had not occurred as aforesaid.
VACATION OF OFFICE BY DIRECTORS
Vacation of office by
Directors
100 The office of a Director shall be vacated if:
1. he is found to be unsound mind by a Court of competent jurisdiction;
2. he applies to be adjudicated as an insolvent;
3. he is an undischarged insolvent;
25
4. he is convicted by a Court of any offence whether involving moral
turpitude or otherwise and is sentenced in respect thereof to
imprisonment for not less than six months and a period of five years has
not elapsed from the date of expiry of the sentence;
5. he fails to pay any call in respect of shares of the Company held by him,
whether alone or jointly with others, within six months from the last date
fixed for the payment of the call;
6. an order disqualifying him for appointment as Director has been passed
by court or tribunal and the order is in force.
7. he has not complied with Subsection (3) of Section 152
8. he has been convicted of the offence dealing with related party
transaction under section 188 at any time during the preceding five
years.
9. he absents himself from all meetings of the Board for a continuous
period of twelve months, with or without seeking leave of absence from
the Board;
10. he acts in contravention of Section 184 of the Act and fails to disclose
his interest in a contract in contravention of section 184.
11. he becomes disqualified by an order of a court or the Tribunal
12. he is removed in pursuance of the provisions of the Act,
13. having been appointed a Director by virtue of holding any office or other
employment in the Company, he ceases to hold such office or other
employment in the Company;
notwithstanding anything in Clause (4), (6) and (8) aforesaid, the
disqualification referred to in those clauses shall not take effect:
1. for thirty days from the date of the adjudication, sentence or order;
2. where any appeal or petition is preferred within the thirty days aforesaid
against the adjudication, sentence or conviction resulting in the
sentence or order until the expiry of seven days from the date on which
such appeal or petition is disposed off; or
3. Where within the seven days as aforesaid, any further appeal or petition
is preferred in respect of the adjudication, sentence, conviction or order,
and appeal or petition, if allowed, would result in the removal of the
disqualification, until such further appeal or petition is disposed off.
Alternate Directors 101 (a) The Board may appoint an Alternate Director to act for a Director
hereinafter called in this clause “the Original Director” during his
absence for a period of not less than 3 months from India.
(b) An Alternate Director appointed as aforesaid shall vacate office if and
when the Original Director returns to India.
Independent Directors (c) (i) The Directors may appoint such number of Independent Directors as
are required under Section 149 of the Companies Act, 2013 or clause
49 of Listing Agreement, whichever is higher, from time to time.
26
(ii) Independent directors shall possess such qualification as required
under Section 149 of the companies Act, 2013 and schedules there of
and clause 49 of Listing Agreement
(iii) Independent Director shall be appointed for such period as
prescribed under relevant provisions of the Companies Act, 2013
Schedueles there of and Listing Agreement and shall not be liable to
retire by rotation.
Women Director (d) The Directors shall appoint one women director as per the requirements
of section 149 of the Act.
Key Managerial Personnel (e) Subject to the provisions of the Act,—
(i) Directors, Manager, Company Secretary & Chief financial officer may
be appointed by the Board for such term, at such remuneration and
upon such conditions as it may thinks fit; and any chief executive officer,
manager, company secretary or chief financial officer so appointed may
be removed by means of are solution of the Board; the Board may
appoint one or more Chief Executive officers for its multiple businesses.
(ii) A director may be appointed as chief executive officer, manager,
company secretary or chief financial officer.
Additional Directors 102 The Directors may, from time to time, appoint a person as an Additional
Director provided that the number of Directors and Additional Directors
together shall not exceed the maximum number of Directors fixed under
Article 93 above.
Any person so appointed as an Additional Director shall hold office upto the
date of the next Annual General Meeting of the Company.
Proportion of retirement
by rotation
a. The proportion of directors to retire by rotation shall be as per the
provisions of Section 152 of the Act.
Debenture 103 Any trust deed for securing debentures or debenture-stocks may, if so
arranged, provide for the appointment, from time to time, by the Trustees
thereof or by the holders of debentures or debenture-stocks, of some
person to be a Director of the Company and may empower such Trustees,
holder of debentures or debenture-stocks, from time to time, to remove and
re-appoint any Director so appointed. The Director appointed under this
Article is herein referred to as “Debenture Director” and the term
“Debenture Director” means the Director for the time being in office under
this Article. The Debenture Director shall not be bound to hold any
qualification shares and shall not be liable to retire by rotation or be
removed by the Company. The Trust Deed may contain such ancillary
provisions as may be arranged between the Company and the Trustees
and all such provisions shall have effect notwithstanding any other
provisions herein contained.
Corporation/Nominee
Director
104 a. Notwithstanding anything to the contrary contained in the Articles, so
long as any moneys remain owing by the Company the any finance
corporation or credit corporation or body, (herein after in this Article
27
referred to as “The Corporation”) out of any loans granted by them to
the Company or as long as any liability of the Company arising out of
any guarantee furnished by the Corporation, on behalf of the Company
remains defaulted, or the Company fails to meet its obligations to pay
interest and/or instalments, the Corporation shall have right to appoint
from time to time any person or person as a Director or Directors (which
Director or Directors is/are hereinafter referred to as “Nominee
Director(s)”) on the Board of the Company and to remove from such
office any person so appointed, any person or persons in his or their
place(s).
b. The Board of Directors of the Company shall have no power to remove
from office the Nominee Director/s as long as such default continues.
Such Nominee Director/s shall not be required to hold any share
qualification in the Company, and such Nominee Director/s shall not be
liable to retirement by rotation of Directors. Subject as aforesaid, the
Nominee Director/s shall be entitled to the same rights and privileges
and be subject to the same obligations as any other Director of the
Company.
The Nominee Director/s appointed shall hold the said office as long as any
moneys remain owing by the Company to the Corporation or the liability of
the Company arising out of the guarantee is outstanding and the Nominee
Director/s so appointed in exercise of the said power shall ipso facto vacate
such office immediately the moneys owing by the Company to the
Corporation are paid off or on the satisfaction of the liability of the Company
arising out of the guarantee furnished by the Corporation. The Nominee
Director/s appointed under this Article shall be entitled to receive all notices
of and attend all General Meetings, and of the Meeting of the Committee of
which the Nominee Director/s is/are member/s. The Corporation shall also
be entitled to receive all such notices. The Company shall pay to the
Nominee Director/s sitting fees and expenses to which the other Director/s
of the Company are entitled, but if any other fee, commission, monies or
remuneration in any form is payable to the Director/s of the Company, the
fee, commission, monies and remuneration in relation to such Nominee
Director/s shall accrue to the Corporation and the same shall accordingly
be paid by the Company directly to the Corporation. Any expenses that
may be incurred by the Corporation or such Nominee Director/s in
connection with their appointment to Directorship shall also be paid or
reimbursed by the Company to the Corporation or, as the case may be, to
such Nominee Director/s.
Provided that if any such Nominee Director/s is an officer of the
Corporation, the sitting fees, in relation to such Nominee Director/s shall so
accrue to the Corporation and the same shall accordingly be paid by the
Company directly to the Corporation.
c. The Corporation may at any time and from time to time remove any such
Corporation Director appointed by it and may at the time of such
removal and also in the case of death or resignation of the person so
appointed, at any time appoint any other person as a Corporation
28
Director in his place. Such appointment or removal shall be made in
writing signed by the Chairman or Joint Chairman of the Corporation or
any person and shall be delivered to the Company at its Registered
office. It is clarified that every Corporation entitled to appoint a Director
under this Article may appoint such number of persons as Directors as
may be authorised by the Directors of the Company, subject to Section
152 of the Act and so that the number does not exceed 1/3 of the
maximum fixed under Article 93.
Disclosure of interest of
Directors
105 a. Subject to the provisions of the Act, the Directors shall not be disqualified
by reason of their office as such from contracting with the Company
either as vendor, purchaser, lender, agent, broker, or otherwise, nor
shall any such contract or any contract or arrangement entered into by
on behalf of the Company with any Director or with any company or
partnership of or in which any Director shall be a member or otherwise
interested be avoided nor shall any Director so contracting or being
such member or so interested be liable to account to the Company for
any profit realised by such contract or arrangement by reason only of
such Director holding that office or of the fiduciary relation thereby
established but the nature of the interest must be disclosed by the
Director at the meeting of the Board at which the contract or
arrangements is determined or if the interest then exists in any other
case, at the first meeting of the Board after the acquisition of the
interest.
Provided nevertheless that no Director shall vote as a Director in
respect of any contract or arrangement in which he is so interested as
aforesaid or take part in the proceedings thereat and he shall not be
counted for the purpose of ascertaining whether there is quorum of
Directors present. This provision shall not apply to any contract by or on
behalf of the Company to indemnify the Directors or any of them against
any loss they may suffer by becoming or being sureties for the
Company.
b. A Director may be or become a Director of any company promoted by
this Company or in which this Company may be interested as vendor,
shareholder or otherwise and no such Director shall be accountable to
the Company for any benefits received as a Director or member of such
company.
Rights of Directors 106 Except as otherwise provided by these Articles and subject to the
provisions of the Act, all the Directors of the Company shall have in all
matters equal rights and privileges, and be subject to equal obligations and
duties in respect of the affairs of the Company.
Directors to comply with
Section 184
107 Notwithstanding anything contained in these presents, any Director
contracting with the Company shall comply with the provisions of Section
184 of the Companies Act, 2013.
Directors power of contract
with Company
108 Subject to the limitations prescribed in the Companies Act, 2013, the
Directors shall be entitled to contract with the Company and no Director
29
shall be disqualified by having contracted with the Company as aforesaid.
ROTATION OF DIRECTORS
Rotation and retirement of
Directors
109 At every annual meeting, one-third of the Directors shall retire by rotation in
accordance with provisions of Section 152 of the Act.
Retiring Directors eligible
for re-election
110 A retiring Director shall be eligible for re-election and the Company at the
General Meeting at which a Director retires in the manner aforesaid may fill
up vacated office by electing a person thereto.
111 The Directors to retire in every year shall be those who have been longest
in office since their last election, but as between persons who become
Directors on the same day, those to retire shall, unless they otherwise
agree among themselves, be determined by lot.
Retiring Directors to
remain in office till
successors are appointed
112 Subject to Section 152 of the Act, if at any meeting at which an election of
Directors ought to take place, the place of the vacating or deceased
Directors is not filled up and the meeting has not expressly resolved not to
fill up or appoint the vacancy, the meeting shall stand adjourned till the
same day in the next week at the same time and place, or if that day is a
national holiday, till the next succeeding day which is not a holiday at the
same time, place, and if at the adjourned meeting the place of vacating
Directors is not filled up and the meeting has also not expressly resolved
not to fill up the vacancy, then the vacating Directors or such of them as
have not had their places filled up shall be deemed to have been
reappointed at the adjourned meeting.
Power of General Meeting
to increase or reduce
number of Directors
113 Subject to the provisions of Sections 149, 151 and 152 the Company in
General Meeting may increase or reduce the number of Directors subject to
the limits set out in Article 93 and may also determine in what rotation the
increased or reduced number is to retire.
Power to remove Directors
by ordinary resolution
114 Subject to provisions of Section 169 the Company, by Ordinary Resolution,
may at any time remove any Director except Government Directors before
the expiry of his period of office, and may by Ordinary Resolution appoint
another person in his place. The person so appointed shall hold office until
the date upto which his predecessor would have held office if he had not
been removed as aforementioned. A Director so removed from office shall
not be re-appointed as a Director by the Board of Directors. Special Notice
shall be required of any resolution to remove a Director under this Article,
or to appoint somebody instead of the Director at the meeting at which he is
removed
Rights of persons other
than retiring Directors to
stand for Directorships
115 Subject to the provisions of Section 160 of the Act, a person not being a
retiring Director shall be eligible for appointment to the office of a Director at
any general meeting if he or some other member intending to propose him
as a Director has not less than fourteen days before the meeting, left at the
office of the Company a notice in writing under his hand signifying his
candidature for the office of the Director, or the intention of such member to
propose him as a candidate for that office, as the case may be “along with
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a deposit of such sum as may be prescribed by the Act or the Central
Government from time to time which shall be refunded to such person or as
the case may be, to such member, if the person succeeds in getting elected
as a Director or gets more than 25% of total valid votes cast either on show
of hands or electronicaly or on poll on such resolution”.
Register of Directors and
KMP and their
shareholding
116 The Company shall keep at its Registered Office a register containing the
addresses and occupation and the other particulars as required by Section
170 of the Act of its Directors and Key Managerial Personnel and shall
send to the Registrar of Companies returns as required by the Act.
Business to be carried on 117 The business of the Company shall be carried on by the Board of Directors.
Meeting of the Board 118 The Board may meet for the despatch of business, adjourn and otherwise
regulate its meetings, as it thinks fit, provided that a meeting of the Board
shall be held at least once in every one hundred and twenty days; and at
least four such meetings shall be held in every year.
Director may summon
meeting
119 A Director may at any time request the Secretary to convene a meeting of
the Directors and seven days notice of meeting of directors shall be given
to every director and such notice shall be sent by hand delivery or by post
or by electronic means.
Question how decided 120 a. Save as otherwise expressly provided in the Act, a meeting of the
Directors for the time being at which a quorum is present shall be
competent to exercise all or any of the authorities, powers and
discretions by or under the regulations of the Company for the time
being vested in or exercisable by the Directors generally and all
questions arising at any meeting of the Board shall be decided by a
majority of the Board.
b. In case of an equality of votes, the Chairman shall have a second or
casting vote in addition to his vote as a Director.
Right of continuing
Directors when there is no
quorum
121 The continuing Directors may act notwithstanding any vacancy in the
Board, but if and as long as their number if reduced below three, the
continuing Directors or Director may act for the purpose of increasing the
number of Directors to three or for summoning a General Meeting of the
Company and for no other purpose.
Quorum 122 The quorum for a meeting of the Board shall be one third of its total
strength (any fraction contained in that one-third being rounded off as one)
or two Directors whichever is higher; provided that where at any time the
number of interested Directors is equal to or exceeds two-thirds of the total
strength, the number of the remaining Directors, that is to say, the number
of Directors who are not interested present at the meeting being not less
than two shall be the quorum during such time. The total strength of the
Board shall mean the number of Directors actually holding office as
Directors on the date of the resolution or meeting, that is to say, the total
strength of the Board after deducting therefrom the number of Directors, if
any, whose places are vacant at the time.
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Election of Chairman to
the Board
123 If no person has been appointed as Chairperson or Vice Chairperson under
Article 98(a) or if at any meeting, the Chairman or Vice Chairman of the
Board is not present within fifteen minutes after the time appointed for
holding the meeting, the Directors present may choose one of their
members to be the Chairman of the meeting.
Power to appoint
Committees and to
delegate
124 a. The Board may, from time to time, and at any time and in compliance
with provisions of the act and listing agreement constitute one or more
Committees of the Board consisting of such member or members of its
body, as the Board may think fit.
Delegation of powers b. Subject to the provisions of Section 179 the Board may delegate from
time to time and at any time to any Committee so appointed all or any of
the powers, authorities and discretions for the time being vested in the
Board and such delegation may be made on such terms and subject to
such conditions as the Board may think fit and subject to provisions of
the act and listing agreement.
c. The Board may from, time to time, revoke, add to or vary any powers,
authorities and discretions so delegated subject to provisions of the act
and listing agreement.
Proceedings of Committee 125 The meeting and proceedings of any such Committee consisting of two or
more members shall be governed by the provisions herein contained for
regulating the meetings and proceedings of the Directors so far as the
same are applicable thereto, and not superseded by any regulations made
by the Directors under the last proceeding Article.
Election of Chairman of
the Committee
126 a. The Chairman or the Vice Chairperson shall be the Chairperson of its
meetings, if either is not available or if at any meeting either is not
present within five minutes after the time appointed for holding the
meeting, the members present may choose one of their number to be
Chairperson of the meeting.
b. The quorum of a Committee may be fixed by the Board and until so
fixed, if the Committee is of a single member or two members, the
quorum shall be one and if more than two members, it shall be two.
Question how determined 127 a. A Committee may meet and adjourn as it thinks proper.
b. Questions arising at any meeting of a Committee shall be determined by
the sole member of the Committee or by a majority of votes of the
members present as the case may be and in case of an equality of
votes, the Chairperson shall have a second or casting vote in addition to
his vote as a member of the Committee.
Acts done by Board or
Committee valid,
notwithstanding
defective
appointment, etc.
128 All acts done by any meeting of the Board or a Committee thereof, or by
any person acting as a Director shall, not withstanding that it may be
afterwards discovered that there was some defect in the appointment of
any one or more of such Directors or any person acting as aforesaid, or
that any of them was disqualified, be and valid as if every such Director and
such person had been duly appointed and was qualified to be a Director.
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Resolution by circulation 129
Save as otherwise expressly provided in the Act, a resolution in writing
circulated in draft together with necessary papers, if any, to all the
members of the Board Committee then in India (not being less in number
than the quorum fixed for the meeting of the Board or the Committee as the
case may) and to all other Directors or members at their usual address in
India or by a majority of such of them as are entitled to vote on the
resolution shall be valid and effectual as if it had been a resolution duly
passed at a meeting of the Board or Committee duly convened and held.
POWERS AND DUTIES OF DIRECTORS
General powers of
Company vested in
Directors
130 The business of the Company shall be managed by the Board of Directors
who may exercise all such powers of the Company as are not, by the act or
any statutory modification thereof for the time being in force, or by these
Articles, required to be exercised by the Company in General Meeting,
subject nevertheless to any regulation of these Articles, to the provisions of
the said Act, and to such regulations being not inconsistent with the
aforesaid regulations or provisions as may be prescribed by the Company
in General Meeting; but no regulation made by the Company in General
Meeting, shall invalidate any prior act of the Directors which would have
been valid if that regulation had not been made.
Attorney of the Company 131
The Board may appoint at any time and from time to time by a power of
attorney under the Company’s seal, any person to be the Attorney of the
Company for such purposes and with such powers, authorities and
discretions not exceeding those vested in or exercisable by the Board
under these Articles and for such period and subject to such conditions as
the Board may from time to time think fit and any such appointment, may, if
the Board thinks fit, be made in favour of the members, or any of the
members of any firm or company, or the members, Directors, nominees or
managers of any firm or company or otherwise in favour of any body or
persons whether nominated directly or indirectly by the Board and any such
power of attorney may contain such provisions for the protection or
convenience of persons dealing with such attorney as the Board may think
fit.
Power to authorise sub
delegation
132 The Board may authorise any such attorney as aforesaid to sub-delegate
all or any of the powers and authorities for the time being vested in him.
Directors’ duty to comply
with the provisions of the
Act
133 The Board shall duly comply with the provisions of the Act and in particular
with the provisions in regard to the registration of the particulars of
mortgages and charges affecting the property of the Company or created
by it, and keep a register of the Directors, and send to the Registrar an
annual list of members and a summary of particulars relating thereto, and
notice of any consolidation or increase of share capital and copies of
special resolutions, and such other resolutions and agreements required to
be filed under Section 117 of the Act and a copy of the Register of Directors
and notifications of any change therein.
Special power of Directors 134 In furtherance of and without prejudice to the general powers conferred by
33
or implied in Article 130 and other powers conferred by these Articles, and
subject to the provisions of Sections 179 and 180 of the Act, that may
become applicable, it is hereby expressly declared that it shall be lawful for
the Directors to carry out all or any of the objects set forth in the
Memorandum of Association and to the following things.
To acquire and dispose of
property and rights
13
5
a. To purchase or otherwise acquire for the Company any property, rights
or privileges which the Company is authorised to acquire at such price
and generally on such terms and conditions as they think fit and to sell,
let, exchange, or otherwise dispose of the property, privileges and
undertakings of the Company upon such terms and conditions and for
such consideration as they may think fit.
To pay for property in
debentures, etc.
b. At their discretion to pay for any property, rights and privileges acquired
by or services rendered to the Company, either wholly or partially, in
cash or in shares, bonds, debentures or other securities of the
Company and any such shares may be issued either as fully paid-up or
with such amount credited as paid-up, the sum as may be either
specifically charged upon all or any part of the property of the Company
and its uncalled capital or not so charged.
To secure contracts by
mortgages
c. To secure the fulfillment of any contracts or agreements entered into by
the Company by mortgage or charge of all or any of the property of the
Company and its uncalled capital for the time being or in such other
manner as they think fit.
To appoint officers, etc. d. To appoint and at their discretion remove, or suspend such agents,
secretaries, officers, clerks and servants of permanent, temporary or
special services as they may from time to time think fit and to determine
their powers and duties and fix their powers and duties and fix their
salaries or emoluments and to the required security in such instances
and to such amount as they think fit.
e. To institute, conduct, defend, compound or abandon any legal
proceedings by or against the Company or its officers or otherwise
concerning the affairs of the Company and also to compound and allow
time for payments or satisfaction of any dues and of any claims or
demands by or against the Company.
To refer to arbitration f. To refer to, any claims or demands by or against the Company to
arbitration and observe and perform the awards.
To give receipt g. To make and give receipts, releases and other discharges for money
payable to the Company and of the claims and demands of the
Company.
To act in matters of
Bankrupts and insolvents
h. To act on behalf of the Company in all matters relating to bankrupts and
insolvents.
To give security by way of
indemnity
i. To execute in the name and on behalf of the Company in favour of any
Director or other person who may incur or be about to incur any
personal liability for the benefit of the Company such mortgages of the
34
Company’s property (present and future) as they think fit and any such
mortgage may contain a power of sale and such other powers,
covenants and provisions as shall be agreed upon.
To give commission j. To give any person employed by the Company a commission on the
profits of any particular business or transaction or a share in the general
profits of the Company.
To make contracts etc. k. To enter into all such negotiations and contracts and rescind and vary all
such contracts and execute and do all such acts, deeds and things in
the name and on behalf of the Company as they consider expedient for
or in relation to any of the matters aforesaid or otherwise for the
purposes of the Company.
To make bye-laws l. From time to time, make, vary and repeal bye-laws for the regulations of
the business for the Company, its officers and servants.
To set aside profits for
provided fund
m. Before recommending any dividends, to set-aside portions of the profits
of the Company to form a fund to provide for such pensions, gratuities
or compensations; or to create any provident fund or benefit fund in
such or any other manner as the Directors may deem fit.
To make and alter rules n. To make and alter rules and regulations concerning the time and manner
of payments of the contributions of the employees and the Company
respectively to any such fund and accrual, employment, suspension and
forfeiture of the benefits of the said fund and the application and
disposal thereof and otherwise in relation to the working and
management of the said fund as the Directors shall from time to time
think fit.
o. And generally, at their absolute discretion, to do and perform every act
and thing which they may consider necessary or expedient for the
purpose of carrying on the business of the Company, excepting such
acts and things as by Memorandum of Association of the Company or
by these presents may stand prohibited.
Managing Director 136 a. Subject to the provisions of Section 196 ,197, 2(94), 203 of the Act, the
following provisions shall apply:
b. The Board of Directors may appoint or re-appoint one or more of their
body, not exceeding two, to be the Managing Director or Managing
Directors of the Company for such period not exceeding 5 years as it
may deem fit, subject to such approval of the Central Government as
may be necessary in that behalf.
c. The remuneration payable to a Managing Director shall be determined
by the Board of Directors subject to the sanction of the Company in
General Meeting and of the Central Government, if required.
d. If at any time there are more than one Managing Director, each of the
said Managing Directors may exercise individually all the powers and
perform all the duties that a single Managing Director may be
empowered to exercise or required to perform under the Companies Act
35
or by these presents or by any Resolution of the Board of Directors and
subject also to such restrictions or conditions as the Board may from
time to time impose.
e. The Board of Directors may at any time and from time to time designate
any Managing Director as Deputy Managing Director or Joint Managing
Director or by such other designation as it deems fit.
f. Subject to the supervision, control and directions of the Board of
Directors, the Managing Director/Managing Directors shall have the
management of the whole of the business of the Company and of all its
affairs and shall exercise all powers and perform all duties and in
relation to the management of the affairs, except such powers and such
duties as are required by Law or by these presents to be exercised or
done by the Company in General Meeting or by the Board and also
subject to such conditions and restrictions imposed by the Act or by
these presents or by the Board of Directors. Without prejudice to the
generality of the foregoing, the Managing Director/ Managing Directors
shall exercise all powers set out in Article 137 above except those
which are by law or by these presents or by any resolution of the Board
required to be exercised by the Board or by the Company in General
Meeting. Managing Director(s) are not liable to retire by rotation.
Whole-time Director 137 1. Subject to the provisions of the Act and subject to the approval of the
Central Government, if any, required in that behalf, the Board may
appoint one or more of its body, as Whole-time Director or Whole-time
Directors on such designation and on such terms and conditions as it
may deem fit. The Whole-time Directors shall perform such duties and
exercise such powers as the Board may from time to time determine
which shall exercise all such powers and perform all such duties subject
to the control, supervision and directions of the Board and subject
thereto the supervision and directions of the Managing Director. The
remuneration payable to the Whole-time Directors shall be determined
by the Company in General Meeting, subject to the approval of the
Central Government, if any, required in that behalf.
2. A Whole-time Director shall (subject to the provisions of any contract
between him and the Company) be subject to the same provisions as to
resignation and removal as the other Directors, and he shall, ipso facto
and immediately, cease to be Whole-time Director, if he ceases to hold
the Office of Director from any cause, whole-time Directors are not
liable to retire by rotation.
Secretary 138 The Board shall have power to appoint a Secretary a person fit in its
opinion for the said office, for such period and on such terms and
conditions as regards remuneration and otherwise as it may determine. The
Secretary shall have such powers and duties as may, from time to time, be
delegated or entrusted to him by the Board and defined in the Act.
Powers as to
commencement of
business
139 Subject to the provisions of the Act, any branch or kind of business which
by the Memorandum of Association of the Company or these presents is
36
expressly or by implication authorised to be undertaken by the Company,
may be undertaken by the Board at such time or times as it shall think fit
and further may be suffered by it to be in abeyance whether such branch or
kind of business may have been actually commenced or not so long as the
Board may deem it expedient not to commence or proceed with such
branch or kind of business.
Delegation of power 140 Subject to Section 179 the Board may delegate all or any of its powers to
any Director, jointly or severally or to any one Director at its discretion or to
the Whole-time Directors.
BORROWING
Borrowing Powers 141 a. The Board may, from time to time, raise any money or any moneys or
sums of money for the purpose of the Company; provided that the
moneys to be borrowed together with the moneys already borrowed by
the Company (apart from temporary loans obtained from the Company’s
bankers in the ordinary course of business) shall not, without the
sanction of the Company at a General Meeting, exceed the aggregate
of the paid-up capital of the Company and its free reserves, that is to
say, reserves not set-apart for any specific purpose and in particular but
subject to the provisions of Section 179 of the Act, the Board may, from
time to time, at its discretion raise or borrow or secure the payment of
any such sum or sums of money for the purpose of the Company, by
the issue of debentures to members, perpetual or otherwise including
debentures convertible into shares of this or any other company or
perpetual annuities in security of any such money so borrowed, raised
or received, 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 by special assignment or otherwise or
transfer or convey the same absolutely or entrust and give the lenders
powers of sale and other powers as may be expedient and purchase,
redeem or pay off any such security.
Provided that every resolution passed by the Company in General Meeting
in relation to the exercise of the power to borrow as stated above shall
specify the total amount upto which moneys may be borrowed by the Board
of Directors, provided that subject to the provisions of clause next above,
the Board may, from time to time, at its discretion, raise or borrow or secure
the repayment of any sum or sums of money for the purpose of the
Company as such time and in such manner and upon such terms and
conditions in all respects as it thinks fit and in particular, by promissory
notes or by opening current accounts, or by receiving deposits and
advances, with or without security or by the issue of bonds, perpetual or
redeemable debentures or debenture stock of the Company charged upon
all or any part of the property of the Company (both present and future)
including its uncalled capital for the time being or by mortgaging or charging
or pledging any land, building, bond or other property and security of the
37
Company or by such other means as them may seem expedient.
Assignment of debentures 142 Such debentures, debenture stock, bonds or other securities may be made
assignable, free from any equities between the Company and the person to
whom the same may be issued.
Terms of debenture issue 143 a. Any such debenture, debenture stock, bond or other security may be
issued at a discount, premium or otherwise, and with any special
privilege as the redemption, surrender, drawing, allotment of shares of
the Company, or otherwise, provided that debentures with the right to
allotment or conversion into shares shall not be issued except with the
sanction of the Company in General Meeting.
b. Any trust deed for securing of any debenture or debenture stock and or
any mortgage deed and/or other bond for securing payment of moneys
borrowed by or due by the Company and/or any contract or any
agreement made by the Company with any person, firm, body
corporate, Government or authority who may render or agree to render
any financial assistance to the Company by way of loans advanced or
by guaranteeing of any loan borrowed or other obligations of the
Company or by subscription to the share capital of the Company or
provide assistance in any other manner may provide for the
appointment from time to time, by any such mortgagee, lender, trustee
of or holders of debentures or contracting party as aforesaid, of one or
more persons to be a Director or Directors of the Company. Such trust
deed, mortgage deed, bond or contract may provide that the person
appointing a Director as aforesaid may, from time to time, remove any
Director so appointed by him and appoint any other person in his place
and provide for filling up of any casual vacancy created by such person
vacating office as such Director. Such power shall determine and
terminate on the discharge or repayment of the respective mortgage,
loan or debt or debenture or on the termination of such contract and any
person so appointed as Director under mortgage or bond or debenture
trust deed or under such contract shall cease to hold office as such
Director on the discharge of the same. Such appointment and provision
in such document as aforesaid shall be valid and effective as if
contained in these presents.
c. The Director or Directors so appointed by or under a mortgage deed or
other bond or contract as aforesaid shall be called a Mortgage Director
or Mortgage Directors and the Director if appointed as aforesaid under
the provisions of a debenture trust deed shall be called “Debenture
Director”. The words “Mortgage” or “Debenture Director” shall mean the
Mortgage Director for the time being in office. The Mortgage Director or
Debenture Director shall not be required to hold any qualification shares
and shall not be liable to retire by rotation or to be removed from office
by the Company. Such mortgage deed or bond or trust deed or contract
may contain such auxiliary provision as may be arranged between the
Company and mortgagee lender, the trustee or contracting party, as the
case may be, and all such provisions shall have effect notwithstanding
38
any of the other provisions herein contained but subject to the
provisions of the Act.
d. The Directors appointed as Mortgage Director or Debenture Director or
Corporate Director under the Article shall be deemed to be ex-officio
Directors.
e. The total number of ex-officio Directors, if any, so appointed under this
Article together with the other ex-officio Directors, if any, appointment
under any other provisions of these presents shall not at any time
exceed one-third of the whole number of Directors for the time being.
Charge on uncalled capital 144
Any uncalled capital of the Company may be included in or charged by
mortgage or other security
Subsequent assignees of
uncalled capital
145 Where any uncalled capital of the Company is charged, all persons taking
any subsequent charge thereon shall take the same subject such prior
charge, and shall not be entitled, by notice to the shareholder or otherwise,
to obtain priority over such prior charge.
Charge in favour of
Director
of indemnity
146 If the Directors or any of them or any other person shall become personally
liable for the payment of any sum primarily due from the Company, the
Board may execute or cause to be executed any mortgage, charge or
security over or affecting the whole or any part of the assets of the
Company by way of indemnity to secure the Directors or other person so
becoming liable as aforesaid from any loss in respect of such liability.
Powers to be exercised by
Board only at meeting
147 a. Subject to the provisions of the Act, the Board shall exercise the
following powers on behalf of the Company and the said power shall be
exercised only by resolution passed at the meetings of the Board.
(a) to make calls on shareholders in respect of money unpaid on their
shares;
(b) to authorise buy-back of securities under section 68;
(c) to issue securities, including debentures, whether in or outside India;
(d) to borrow monies;
(e) to invest the funds of the company;
(f) to grant loans or give guarantee or provide security in respect of loans;
(g) to approve financial statement and the Board’s report;
(h) to diversify the business of the company;
(i) to approve amalgamation, merger or reconstruction;
(j) to take over a company or acquire a controlling or substantial stake in
another company;
(k) to make political contributions;
(l) to appoint or remove key managerial personnel (KMP);
(m) to take note of appointment(s) or removal(s) of one level below the Key
Management Personnel;
39
(n) to appoint internal auditors and secretarial auditor;
(o) to take note of the disclosure of director’s interest and shareholding;
(p) to buy, sell investments held by the company (other than trade
investments), constituting five percent or more of the paid up share capital
and free reserves of the investee company;
(q) to invite or accept or renew public deposits and related matters;
(r) to review or change the terms and conditions of public deposit;
(s) to approve quarterly, half yearly and annual financial statements or
financial results as the case may be.
(t) such other business as may be prescribed by the Act.
b. The Board may by a meeting delegate to any Committee of the Board or
to the Managing Director the powers specified in Sub-clauses, d, e and f
above.
c. Every resolution delegating the power set out in Sub-clause d shall
specify the total amount outstanding at any one time up to which
moneys may be borrowed by the said delegate.
d. Every resolution delegating the power referred to in Sub-clause e shall
specify the total amount upto which the funds may be invested and the
nature of investments which may be made by the delegate.
e. Every resolution delegating the power referred to in Sub-clause f above
shall specify the total amount upto which loans may be made by the
delegate, the purposes for which the loans may be made, and the
maximum amount of loans that may be made for each such purpose in
individual cases.
Register of mortgage to be
kept
148 The Directors shall cause a proper register and charge creation documents
to be kept in accordance with the provisions of the Companies Act, 2013 for
all mortgages and charges specifically affecting the property of the
Company and shall duly comply with the requirements of the said Act, in
regard to the registration of mortgages and charges specifically affecting
the property of the Company and shall duly comply with the requirements of
the said Act, in regard to the registration of mortgages and charges therein
specified and otherwise and shall also duly comply with the requirements of
the said Act as to keeping a copy of every instrument creating any
mortgage or charge by the Company at the office.
Register of holders of
debentures
149 Every register of holders of debentures of the Company may be closed for
any period not exceeding on the whole forty five days in any year, and not
exceeding thirty days at any one time. Subject as the aforesaid, every such
register shall be open to the inspection of registered holders of any such
debenture and of any member but the Company may in General Meeting
impose any reasonable restriction so that at least two hours in every day,
when such register is open, are appointed for inspection.
Inspection of copies of and 150 The Company shall comply with the provisions of the Companies Act, 2013,
40
Register of Mortgages as
to allow inspection of copies kept at the Registered Office in pursuance
of the said Act, and as to allowing inspection of the Register of charges to
be kept at the office in pursuance of the said Act.
Supplying copies of
register of holder of
debentures
151 The Company shall comply with the provisions of the Companies Act, 2013,
as to supplying copies of any register of holders of debentures or any trust
deed for securing any issue of debentures.
Right of holders of
debentures as to Financial
Statements
152 Holders of debentures and any person from whom the Company has
accepted any sum of money by way of deposit, shall on demand, be
entitled to be furnished, free of cost, or for such sum as may be prescribed
by the Government from time to time, with a copy of the Financial
Statements of the Company and other reports attached or appended
thereto.
Minutes 153 a. The Company shall comply with the requirements of Section 118 of the
Act, in respect of the keeping of the minutes of all proceedings of every
General Meeting and every meeting of the Board or any Committee of
the Board.
b. The Chairman of the meeting shall exclude at his absolute discretion
such of the matters as are or could reasonably be regarded as
defamatory of any person irrelevant or immaterial to the proceedings or
detrimental to the interests of the Company.
Managing Director’s power
to be exercised severally
154 All the powers conferred on the Managing Director by these presents, or
otherwise may, subject to any directions to the contrary by the Board of
Directors, be exercised by any of them severally.
MANAGER
Manager 155Subject to the provisions of the Act, the Directors may appoint any person
as Manager for such term not exceeding five years at a time at such
remuneration and upon such conditions as they may think fit and any
Manager so appointed may be removed by the Board.
COMMON SEAL
Common Seal 156 The Board shall provide a common seal of the Company and shall have
power from time to time to destroy the same and substitute a new seal in
lieu thereof. The common seal shall be kept at the Registered Office of the
Company and committed to the custody of the Directors.
Affixture of Common Seal 157 The seal shall not be affixed to any instrument except by the authority of a
resolution of the Board or Commitee and unless the Board otherwise
determines, every deed or other instrument to which the seal is required to
be affixed shall, unless the same is executed by a duly constituted attorney
for the Company, be signed by one Director and the Secretary in whose
presence the seal shall have been affixed or such other person as may,
from time to time, be authorised by the Board and provided nevertheless
that any instrument bearing the seal of the Company issued for valuable
consideration shall be binding on the Company notwithstanding any
41
irregularity touching the authority to issue the same provided also the
counter signature of the Chairman or the Vice Chairman, which shall be
sealed in the presence of any one Director and signed by him on behalf of
the Company.
DIVIDENDS AND RESERVES
Rights to Dividend 158 The profits of the Company, subject to any special rights relating thereto
created or authorised to be created by these presents and subject to the
provisions of these presents as to the Reserve Fund, shall be divisible
among the equity shareholders.
Declaration of Dividends 159 The Company in General Meeting may declare dividends but no dividend
shall exceed the amount recommended by the Board.
What to be deemed net
profits
160 The declarations of the Directors as to the amount of the net profits of the
Company shall be conclusive.
Interim Dividend 161 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.
Dividends to be paid out of
profits only
162 No dividend shall be payable except out of the profits of the year or any
other undistributed profits except as provided by Section 123 of the Act.
Reserve Funds 163 a. The Board may, before recommending any dividends, 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 equalising
dividends and pending such application may, at the like discretion either
be employed in the business of the Company or be invested in such
investments (other than shares of the Company) as the Board may,
from time to time, think fit.
b. The Board may also carry forward any profits which it may think prudent
not to divide without setting them aside as Reserve.
Method of payment of
dividend
164 a. Subject to the rights of persons, if any, entitled to share with special
rights as to dividends, all dividends shall be declared and paid
according to the amounts paid or credited as paid on the shares in
respect whereof the dividend is paid.
b. No amount paid or credited as paid on a share in advance of calls shall
be treated for the purposes of these regulations as paid on the share.
c. All dividends shall be apportioned and paid proportionately to the
amounts paid or credited as paid on the shares during any portion or
portions of the period in respect of which the dividend is paid but if any
share is issued on terms providing that it shall rank for dividends as
from a particular date, such shares shall rank for dividend accordingly.
Deduction of arrears 165 The Board may deduct from any dividend payable to any member all sums
of money, if any, presently payable by him to the Company on account of
calls in relation to the shares of the Company or otherwise.
42
Adjustment of dividend
against call
166 Any General Meeting declaring a dividend or bonus may make a call on the
members of such amounts as the meeting fixes, but so that the call on each
member shall not exceed the dividend payable to him and so that the call
be made payable at the same time as the dividend and the dividend may, if
so arranged between the Company and themselves, be set off against the
call.
Payment by cheque /
Warrant/ Electronic mode
167 a. Any dividend, interest or other moneys payable in cash in respect of
shares may be paid by cheque /Warrant/ Electronic mode sent through
post directly 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 of the holder as the joint holders may in writing direct.
b. Every such cheque /Warrant/ Electronic mode shall be made payable to
the order of the person to whom it is sent.
c. Every dividend cheque / Warrant/ Electronic mode shall be posted within
thirty days from the date of declaration of the dividends.
Retention in certain cases 168 The Directors may retain the dividends payable upon shares in respect of
which any person is under the transmission clause entitled to become a
member in respect thereof or shall duly transfer the same.
(A) Where any instrument of transfer of shares has been delivered to the
Company for registration on holders, the Transfer of such shares and
the same has not been registered by the Company, it shall, and
notwithstanding anything contained in any other provision of the Act:
a) transfer the dividend in relation to such shares to the Special Account
referred to in Sections 123 and 124 of the Act, unless the Company is
authorised by the registered holder, of such shares in writing to pay
such dividend to the transferee specified in such instrument of transfer,
and
b) Keep in abeyance in relation to such shares any offer of rights shares
under Clause(a) of Sub-section (1) of Section 62 of the Act, and any
issue of fully paid-up bonus shares in pursuance of Sub-section (3) of
Section 123 of the Act”.
Deduction of arrears 169 Any one of two of the joint holders of a share may give effectual receipt for
any dividend, bonus, or other money payable in respect of such share.
Notice of Dividends 170 Notice of any dividend that may have been declared shall be given to the
person entitled to share therein in the manner mentioned in the Act.
Dividend not to bear
interest
171 No dividend shall bear interest against the Company
Unclaimed Dividend 172 No unclaimed dividends shall be forfeited. Unclaimed dividends shall be
dealt with in accordance to the provisions of Sections 123 and 124 of the
Companies Act, 2013.
Transfer of share not to
pass prior Dividend
173 Any transfer of shares shall not pass the right to any dividend declared
thereon before the registration of the transfer.
43
CAPITALISATION OF PROFITS
Capitalisation of Profits 174
1) The Board may resolve:
a) That it is desirable to capitalise any part of the amounts for the time
being standing to the credit of the Company’s reserve accounts or to the
credit of the profit and loss accounts or dividend otherwise available for
distribution; and
b) That such sum be accordingly set free for distribution in the manner
specified in clause (2) amongst the members who would have been
entitled thereto if distributed by way of such dividend and in the same
proportion.
2) The sum aforesaid shall not be paid in cash but shall be applied, subject
to the provisions contained in clause (3) either in or towards:
i) Paying up any amount for the time being unpaid on shares held by such
members respectively ; or
ii) Paying up in full unissued shares of the Company to the alloted and
distributed credited as fully paid up, to and amongst such members in
the proportion aforesaid ; or
iii) Partly in the way specified in sub-clause (i) and partly in that specified in
sub-clause (ii).
3) A share premium account and a capital redemption fund may be applied
in the paying up of unissued shares to be issued to members of the
Company as fully paid bonus shares.
Powers of Directors for
declaration of Bonus
175 1) Whenever such a resolution as aforesaid shall have been passed by the
Board shall :
a) make all appropriations and applications of the undistributed profits to be
capitalised thereby and issue of fully paid shares or debentures, if any ;
and
b) generally do all acts and things required to give effect thereto.
2) The Board shall have full power :
a) to make such provision, by the issue of fractional certificates or by
payments in cash or otherwise as it thinks fit in the case of shares
becoming distributable in fraction ; and also
b) to authorise any person to enter on behalf of all the members entitled
thereto into an agreement with the Company providing for the allotment
to them respectively credited as fully paid up of any further shares or
debentures of which they may be entitled upon such capitalisation or as
the case may require, for the payment of by the Company on their
behalf, by the application thereto of their respective proportion of the
profits resolved to be capitalised or the amounts or any part of the
amounts remaining unpaid on the shares.
3) Any agreement made under such authority shall be effective and binding
on all such members.
44
ACCOUNTS
Books of account to be
kept
176 a. The Board shall cause proper books of accounts to be kept in respect of
all sums of money received and expanded by the Company and the
matters in respect of which such receipts and expenditure take place, of
all sales and purchases of goods by the Company, and of the assets
and liabilities of the Company.
b. All the aforesaid books shall give a fair and true view of the affairs of the
Company or of its branch as the case may be, with respect to the
matters aforesaid, and explain in transactions.
c. The books of accounts shall be open to inspection by any Director during
business hours.
Where books of account to
be kept
177 The books of account and statutory registers as prescribed by the Act and
rules shall be kept at the Registered Office or at such other place as the
Board may thinks fit.
Inspection by members 178 The Board shall, from time to time, determine whether and to what extent
and at what time and under what conditions or regulations the accounts
and books and documents of the Company or any of them shall be open to
the inspection of the members and no member (not being a Director) shall
have any right of inspection any account or book or document of the
Company except as conferred by statute or authorised by the Board or by a
resolution of the Company in General Meeting. Fees for the inspection of
documents as provided by the Act.
Statement of account to be
furnished to General
Meeting
179 The Board shall lay before such Annual General Meeting , financial
statements made up as at the end of the financial year which shall be a
date which shall not precede the day of the meeting by more than six
months or such extension of time as shall have been granted by the
Registrar under the provisions of the Act.
Financial Statements 180 Subject to the provisions of Section 129, 133 of the Act, every financial
statements of the Company shall be in the forms set out in Parts I and II
respectively of Schedule III of the Act, or as near thereto as circumstances
admit.
Authentication of Financial
Statements
181 a. Subject to Section 134 of the Act, every financial statements of the
Company shall be signed on behalf of the Board by not less than two
Directors.
b. The financial statements shall be approved by the Board before they are
signed on behalf of the Board in accordance with the provisions of this
Article and before they are submitted to the Auditors for their report
thereon.
Auditors Report to be
annexed
182 The Auditor’s Report shall be attached to the financial statements.
Board’s Report to be
attached to Financial
Statements
183 a. Every financial statement laid before the Company in General Meeting
shall have attached to it a report by the Board with respect to the state of
the Company’s affairs, the amounts, if any, which it proposes to carry to
45
any reserve either in such Balance Sheet or in a subsequent Balance
Sheet and the amount, if any, which it recommends to be paid by way of
dividend.
b. The report shall, so far as it is material for the appreciation of the state of
the Company’s affairs by its members and will not in the Board’s opinion be
harmful to its business or that of any of its subsidiaries, deal with any
change which has occurred during the financial year in the nature of the
Company’s business or that of the Company’s subsidiaries and generally in
the classes of business in which the Company has an interest and material
changes and commitments, if any, affecting the financial position of the
Company which has occurred between the end of the financial year of the
Company to which the Balance Sheet relates and the date of the report.
c. The Board shall also give the fullest information and explanation in its
report or in case falling under the provision of Section 134 of the Act in an
addendum to that Report on every reservation, qualification or adverse
remark contained in the Auditor’s Report.
d. The Board’s Report and addendum, if any, thereto shall be signed by its
Chairman if he is authorised in that behalf by the Board; and where he is
not authorised, shall be signed by such number of Directors as is required
to sign the Financial Statements of the Company under Article 181.
e. The Board shall have the right to charge any person not being a Director
with the duty of seeing that the provisions of Sub-clauses (a) to (e) of this
Article are complied with.
Right of member to copies
of Financial Statements
184 The Company shall comply with the requirements of Section 136
ANNUAL RETURNS
Annual Returns 185The Company shall make the requisite annual return in accordance with
Section 92 of the Act.
AUDIT
Accounts to be audited 186
a. Every Financial Statement shall be audited by one or more Auditors to
be appointed as hereinafter mentioned.
b. Subject to provisions of the Act, The Company at the Annual General
Meeting shall appoint an Auditor or Firm of Auditors to hold office from the
conclusion of that meeting until the conclusion of the fifth Annual General
Meeting and shall, within seven days of the appointment, give intimation
thereof to every Auditor so appointed unless he is a retiring Auditor.
c. At every Annual General Meeting, reappointment of such auditor shall be
ratified by the shareholders.
d. Where at an Annual General Meeting no Auditors are appointed or
reappointed, the Central Government may appoint a person to fill the
vacancy.
46
e. The Company shall, within seven days of the Central Government’s
power under Sub-clause (d) becoming exercisable, give notice of that fact
to that Government.
f. 1. The first Auditor or Auditors of the Company shall be appointed by the
Board of Directors within one month of the date of registration of the
Company and the Auditor or Auditors so appointed shall hold office until the
conclusion of the first Annual General Meeting. Provided that the Company
may at a General Meeting remove any such Auditor or all or any of such
Auditors and appoint in his or their places any other person or persons who
have been nominated for appointment by any such member of the
Company and of whose nomination notice has been given to the members
of the Company, not less than 14 days before the date of the meeting; and
2. If the Board fails to exercise its power under this Sub-clause, the
Company in General Meeting may appoint the first Auditor or Auditors.
g. The Directors may fill any casual vacancy in the office of an Auditor, but
while any such vacancy continues, the remaining Auditor or Auditors, if any,
may act, but where such a vacancy is caused by the resignation of an
Auditor, the vacancy shall only be filled by the Company in General
Meeting.
h. A person other than a retiring Auditor, shall not be capable of being
appointed at an Annual General Meeting unless Special Notice of a
resolution for appointment of that person to the office of Auditor has been
given by a member to the Company not less than fourteen days before the
meeting in accordance with Section 115 of the Act and the Company shall
send a copy of any such notice to the retiring Auditor and shall give notice
thereof to the members in accordance with Section 190 of the Act and all
other provisions of Section140 of the Act shall apply in the matter. The
provisions of this Sub-clause shall also apply to a resolution that retiring
Auditor shall be reappointed.
i. The persons qualified for appointment as Auditors shall be only those
referred to in Section 141 of the Act.
j. Subject to the provisions of Section 146 of the Act, the Auditor of the
company shall attend general meetings of the company.
Audit of Branch Offices 187 The Company shall comply with the provisions of Section 143 of the Act in
relation to the audit of the accounts of Branch Offices of the Company.
Remuneration of Auditors 188 The remuneration of the Auditors shall be fixed by the Company in General
Meeting except that the remuneration of any Auditor appointed to fill and
casual vacancy may be fixed by the Board.
Rights and duties of
Auditors
189 a. Every Auditor of the Company shall have a right of access at all times to
the books of accounts and vouchers of the Company and shall be entitled
to require from the Directors and officers of the Company such information
and explanations as may be necessary for the performance of his duties as
Auditor.
47
b. All notices of, and other communications relating to any General Meeting
of a Company which any member of the Company is entitled to have sent
to him shall also be forwarded to the Auditor, and the Auditor 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.
c. The Auditor shall make a report to the members of the Company on the
accounts examined by him and on Financial statements and on every other
document declared by this Act to be part of or annexed to the Financial
statements, which are laid before the Company in General Meeting during
his tenure of office, and the report shall state whether, in his opinion and to
the best of his information and according to explanations given to him, the
said accounts give the information required by this Act in the manner so
required and give a true and fair view:
1. in the case of the Balance Sheet, of the state of affairs as at the end of
the financial year and
2. in the case of the Statement of Profit and Loss, of the profit or loss for its
financial year.
d. The Auditor’s Report shall also state:
(a) whether he has sought and obtained all the information and
explanations which to the best of his knowledge and belief were necessary
for the purpose of his audit and if not, the details thereof and the effect of
such information on the financial statements;
(b) whether, in his opinion, proper books of account as required by law
have been kept by the company so far as appears from his examination of
those books and proper returns adequate for the purposes of his audit have
been received from branches not visited by him;
(c) whether the report on the accounts of any branch office of the company
audited under sub-section (8) by a person other than the company’s auditor
has been sent to him under the proviso to that sub-section and the manner
in which he has dealt with it in preparing his report;
(d) whether the company’s balance sheet and statement of profit & loss and
Cash Flow Statement dealt with in the report are in agreement with the
books of account and returns;
(e) whether, in his opinion, the financial statements comply with the
accounting standards;
(f) the observations or comments of the auditors on financial transactions or
matters which have any adverse effect on the functioning of the company;
(g) whether any director is disqualified from being appointed as a director
under sub-section (2) of section 164;
(h) any qualification, reservation or adverse remark relating to the
maintenance of accounts and other matters connected therewith;
i) whether the company has adequate internal financial controls system in
48
place and the operating effectiveness of such controls;
(j) whether the company has disclosed the impact, if any, of pending
litigations on its financial position in its financial statement;
(k) whether the company has made provision, as required under any law or
accounting standards, for material foreseeable losses, if any, on long term
contracts including derivative contracts;
(l) whether there has been any delay in transferring amounts, required to be
transferred, to the Investor Education and Protection Fund by the company.
e. Where any of the matters referred to in Clauses (i) and (ii) of Sub-section
(2) of Section 143 of the Act or in Clauses (a), (b) and (c) of Sub-section (3)
of Section 143 of the Act or Sub-clause (4) (a) and (b) and (c) hereof is
answered in the negative or with a qualification, the Auditor’s Report shall
state the reason for such answer.
f. 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.
Accounts whether audited
and approved to be
conclusive
190 Every account of the Company when audited and approved by a General
Meeting shall be conclusive except as regards any error discovered therein
within three months next after the approval thereof. Whenever any such
error is discovered within that period, the accounts shall forthwith be
corrected, and henceforth be conclusive.
Service of documents on
the Company
191 A document may be served on the Company or any officer thereof by
sending it to the Company or officer at the Registered Office of the
Company by Registered Post, or by leaving it at the Registered Office or in
electronic mode in accordance with the provisions of the act.
How documents to be
served to members
192 a. A document (which expression for this purpose shall be deemed to
included and shall include any summons, notice, requisition, process, order
judgement or any other document in relation to or the winding up of the
Company) may be served personally or by sending it by post to him to his
registered address or in electronic mode in accordance with the provisions
of the act., or (if he has no registered address in India) to the address, if
any, within India supplied by him to the Company for the giving of notices to
him.
b. All notices shall, with respect to any registered shares to which persons
are entitled jointly, be given to whichever of such persons is named first in
the Register, and notice so given shall be sufficient notice to all the holders
of such shares.
c. Where a document is sent by post:
i. service thereof shall be deemed to be effected by properly addressing
prepaying and posting a letter containing the notice, provided that where a
member has intimated to the Company in advance that documents should
be sent to him under a Certificate of Posting or by Registered Post with or
without acknowledgment due and has deposited with the Company a sum
sufficient to defray the expenses of doing so, service of the documents
shall not be deemed to be effected unless it is sent in the manner intimated
49
by the member, and such service shall be deemed to have been effected;
a. in the case of a notice of a meeting, at the expiration of forty eight
hours after the letter containing the notice is posted, and
b. in any other case, at the time at which the letter should be delivered
in the ordinary course of post.
Members to notify address
in India
193 Each registered holder of share(s) shall, from time to time, notify in writing
to the Company some place in India to be registered as his address and
such registered place of address shall for all purposes be deemed to be his
place of residence.
Service on members
having no registered
address in India
194 If a member has no registered address in India and has not supplied to the
Company an address within India for the giving of notices to him, a
document advertised in a newspaper circulating in the neighbourhood of
the Registered Office of the Company shall be deemed to be duly served
on him on the day on which the advertisement appears.
Service on persons
acquiring shares on death
or insolvency of members
195 A document may be served by the Company to the persons entitled to a
share in consequence of the death or insolvency of a member by sending it
through the post in a prepaid letter addressed to them by name, or by the
title of representatives of deceased or assignees of the insolvent or by any
like descriptions at the address, if any, in India supplied for the purpose by
the persons claiming to be so entitled or (until such an address has been so
supplied) by serving the document in any manner in which the same might
have been served if the death or insolvency had not occurred.
Notice valid though
member deceased
196 Any notice of document delivered or sent by post or left at the registered
address of any member in pursuance of these presents shall,
notwithstanding that such member by then deceased and whether or not
the Company has notice of his decease, be deemed to have been duly
served in respect of any registered share whether held solely or jointly with
other persons by such member until some other person be registered in his
stead as the holder or joint holder thereof and such service shall for all
purposes of these presents be deemed a sufficient service of such notice or
document on his or on her heirs, executors or administrators, and all other
persons, if any, jointly interested with him or her in any such share.
Persons entitled to Notice
of General Meeting
197 Subject to the provisions of Section 101 the Act and these Articles, notice
of General Meeting shall be given to;
(a) every member of the company, legal representative of any
deceased member or the assignee of an insolvent member;
(b) the auditor or auditors of the company; and
(c) every director of the company.
Any accidental omission to give notice to, or the non-receipt of such notice
by, any member or other person who is entitled to such notice for any
meeting shall not invalidate the proceedings of the meeting.
50
Advertisement 198 a. Subject to the provisions of the Act, any document required to be served
on or sent to the members, or any of them by the Company and not
expressly provided for by these presents, shall be deemed to be duly
served or sent if advertised in a newspaper circulating in the district where
the Registered Office of the Company is situated.
b. Every person who by operation of law, transfer or other means
whatsoever shall become entitled to any share shall be bound by every
notice in respect of such share which previously to his name and address
being entered in the Register shall be duly given to the person from whom
he derived his title to such share or stock.
Transference, etc. bound
by prior notices
199 Every person, who by the operation of law, transfer, or other means
whatsoever, shall become entitled to any share, shall be bound by every
document in respect of such share which previously to his name and
address being entered in the Register, shall have been duly served on or
sent to the person from whom he derives his title to the share.
How notice to be signed 200 Any notice to be given by the Company shall be signed by the Managing
Director or by such Director or officer as the Directors may appoint. The
signature to any notice to be given by the Company may be written or
printed or lithographed.
AUTHENTICATION OF DOCUMENTS
Authentication of
document and proceeding
201 Save as otherwise expressly provided in the Act or these Articles, a
document or proceeding requiring authentication by the Company may be
signed by a Director, or the Managing Director or an authorised officer of
the Company and need not be under its seal.
WINDING UP
Winding up 202 Subject to the provisions of the Act as to preferential payments, the assets
of a Company shall, on its winding-up be applied in satisfaction of its
liabilities pari-passu and, subject to such application, shall, unless the
articles otherwise provide, be distributed among the members according to
their rights and interests in the Company.
Division of assets of the
Company in specie among
members
203 If the Company shall be wound up, whether voluntarily or otherwise, the
liquidators may, with the sanction of a Special Resolution, divide among the
contributories, in specie or kind, and part of the assets of the Company and
may, with the like sanction, vest any part of the assets of the Company in
trustees upon such trusts for the benefit of the contributories or any of
them, as the liquidators with the like sanction shall think fit. In case any
shares, to be divided as aforesaid involves a liability to calls or otherwise,
any person entitled under such division to any of the said shares may,
within ten days after the passing of the Special Resolution by notice in
writing, direct the liquidators to sell his proportion and pay him the net
proceeds, and the liquidators shall, if practicable, act accordingly.
51
INDEMNITY AND RESPONSIBILITY
Directors’ and others’ right
to indemnity
204 a. Subject to the provisions of Section 197 of the Act every Director,
Manager, Secretary and other officer or employee of the Company shall be
indemnified by the Company against, and it shall be the duty of the
Directors out of the funds of the Company to pay all costs, losses, and
expenses (including travelling expenses) which any such Director, officer or
employee may incur or becomes liable to by reason of any contract entered
into or act or deed done by him or any other way in the discharge of his
duties, as such Director, officer or employee.
b. Subject as aforesaid, every Director, Manager, Secretary, or other
officer/employee of the Company shall be indemnified against any liability,
incurred by them or him in defending any proceeding whether civil or
criminal in which judgement is given in their or his favour or in which he is
acquitted or discharged or in connection with any application under Section
463 of the Act in which relief is given to him by the Court and without
prejudice to the generality of the foregoing, it is hereby expressly declared
that the Company shall pay and bear all fees and other expenses incurred
or incurrable by or in respect of any Director for filing any return, paper or
document with the Registrar of Companies, or complying with any of the
provisions of the Act in respect of or by reason of his office as a Director or
other officer of the Company.
Not responsible for acts of
others
205 Subject to the provisions of Section 197 of the Act, no Director or other
officer of the Company shall be liable for the acts, receipts, neglects or
defaults of any other Director or officer, or for joining in any receipt or other
act for conformity for any loss or expenses happening to the Company
through insufficiency or deficiency of title to any property acquired by order
of the Directors for and on behalf of the Company, or for the insufficiency or
deficiency of title to any property acquired by order of the Directors for and
on behalf of the Company or for the insufficiency or deficiency of any
money invested, or for any loss or damages arising from the bankruptcy,
insolvency or tortuous act of any person, company or corporation with
whom any moneys, securities or effects shall be entrusted or deposited or
for any loss occasioned by any error of judgement or oversight on his part
of for any loss or damage or misfortune whatever, which shall happen in
the execution of the duties of his office or in relation thereto unless the
same happens through his own act or default.
SECRECY CLAUSE
a. No member shall be entitled to visit or inspect the Company’s works
Secrecy clause 206
without the permission of the Directors or Managing Director or to require
discovery of or any information respecting any details of the Company’s
trading or any matter which is or may be in the nature of a trade secret,
mystery of trade or secret process or which may relate to the conduct of the
business of the Company and which, in the opinion of the Directors, will be
52
inexpedient in the interests of the Company to communicate to the public.
b. Every Director, Managing Director, Manager, Secretary, Auditor, Trustee,
Members of a Committee, Officers, Servant, Agent, Accountant or other
person employed in the business of the Company, shall, if so required by
the Directors before entering upon his duties, or at any time during his term
of office sign a declaration pledging himself to observe strict secrecy
respecting all transactions of the Company and the state of accounts 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 duties except when
required so to do by the Board or by any General Meeting or by a Court of
Law or by the persons to whom such matters relate and except so far as
may be necessary, in order to comply with any of the provisions contained
in these Articles
REGISTERS, INSPECTION AND COPIES THEREOF
207 a. Any Director or Member or person can inspect the statutory registers
maintained by the company, which may be available for inspection of such
Director or Member or person under provisions of the act by the company,
provided he gives fifteen days notice to the company about his intention to
do so.
b. Any ,Director or Member or person can take copies of such registers of
the company by paying Rs. 10 per page to the company. The company will
take steps to provide the copies of registers to such person within Fifteen
days of receipt of money.
GENERAL AUTHORITY
208 Wherever in the applicable provisions under the Act, it has been provided
that, any Company shall have any right, authority or that such Company
could carry out any transaction only if the Company is authorised by its
Articles, this regulation hereby authorises and empowers the Company to
have such right, privilege or authority and to carry out such transaction as
have been permitted by the Act without there being any specific regulation
or clause in that behalf in this articles.
Sl. Name, Address, Description Signature of Signature of the
No. and Occupation of Subscribers subscribers Witness and
their Addresses,
Descriptions
and Occupations
1. N. CHANDRA BABU NAIDU sd/-
S/o. N. Karjur Naidu
1310, Jubilee Hills,
Hyderabad - 500 034.
AGRICULTURE
2. M. MOHAN BABU
S/o. Narayanaswamy Naidu sd/-
Plot No 6, Film Nagar,
Jubilee Hills, Hyderabad - 500 034.
MOVIE ARTIST
3. B.B. RAMAIAH sd/-
S/o. B. Veera Venkanna
Tanuku (W. Godavari Dist.)
Andhra Pradesh
BUSINESS
4. N. RAMAKRISHNA sd/-
S/o. N. T. Rama Rao
4-1-427, Troop Bazar,
Abids, Hyderabad - 1.
BUSINESS
5. N. BALAKRISHNA sd/-
S/o. N. T. Rama Rao
Plot No. 1355, Road No. 45,
Jubilee Hills, Hyderabad - 500 034.
MOVIE ARTIST
6. N. BHUVANESWARI sd/-
1310, Jubilee Hills,
Hyderabad - 500 034.
HOUSE WIFE
7. Dr. V. NAGARAJA NAIDU sd/-
S/o. Rama Naidu
1178, Jubilee Hills,
Hyderabad - 500 034.
SERVICE
Place : Hyderabad
Date : 18.05.1992
sd/-
GUTTA PURNACHANDRA RAO
S/o. Gopala Krishnamurthy
9B, 4th Floor, Topaz Building,
Amrutha Hills, Panjagutta, Hyderabad - 082.
Chartered Accountant