THE COMPANY ACT 1956
(COMPANY
LIMITED BY SHARES)
ARTICLES OF ASSOCIATION
OF
XYZ
SOLUTION PRIVATE LIMITED
APPLICABILITY
OF TABLE “A”OF THE ACT:
1. Subject to the regulation hereinafter
contained, Table A of the first Schedule to the Companies Act, 1956 or any
statutory modification thereof, so far as they are applicable to private
companies shall apply to this company in the same manner as such Regulations of
Table “A” are specifically contained in these Articles..
INTERPRETATION:
2.
In these Articles, the following
words and expressions shall have the following meaning unless repugnant to the
subject or inconsistent with the context:
“The Act” shall mean the companies Act, 1956,
for the time being in force.
“Articles” means the articles of Association
of the company, an envisaged herein and for the time being in force.
“Auditors”
means and includes those persons appointed as such the time being by the
Company.
“Board”
means the Board of Directors of the company for the time being having control
over the affairs of the Company.
“Capital
means the capital for the time being authorized, issues, subscribed or raised
or to be issued, subscribed or raised for the purpose of the Company.
“The
Company” means “XYZ SOLUTION PRIVATE LIMITED” formed under and guided by these
Memorandum of Association and Articles of Association.
“Director”
means any person holding the position of the director in the Board of the
Company.
“Dividend” includes bonus shares issued out of
distributable or Reserve of the Company.
“Member” will have the same meaning as defined
in section 41 of the Act.
“Month and year” means English Calendar Month
and English Calendar year.
“Office” means the registered office of the
company for the time being.
“Rupees” means Indian Rupees.
“Seal means the common seal of the Company,
affixed pursuant to the Articles set out herein.
“Writing” shall include, but not limited to, printing
lithography electronic media such as computer writing in Hard Disc, Floppy
Disc, Digital discs, net work, e-mail, wed-page
Or
any other form of date storage device or any other mode of representing or
reproducing words in visible form.
“Words” importing the masculine gender or
singular form, according to context, shall include feminine gender or plural
form as the case may be and words importing persons shall include corporations,
organisation, firms or individuals as the case may be and any words or
expressions as defined in the Act, shall except where the subject or context
forbids, bear the same meaning and expression in these Articles.
PRIVATE LIMITED COMPANY:
3. The Company is a private limited company
within the meaning of section 3(1) (111) of the Companies Act, 1956 and
accordingly.
(a)
Restricts the rights to transfer its shares as hereinafter provided.
(b) Limits
the number of its members to fifty not including persons who having been
formerly in the employment of the company, were members of the company while in
that employment and have continued to be members after employment ceased.
Provided that where two more persons hold one or more share in the company
jointly, they shall for the purposes of this article, be treated as single
member.
©
Prohibits any invitation to the public to subscribe for any shares in or
debentures of the company.
(d)
Prohibits any invitation or acceptance of deposits from persons other than its
members, directors or their relatives.
(e) The minimum paid up capital shall be
Rupees One Lakh or such higher amount as may be prescribed.
SHARE CAPITAL OF THE COMPANY:
4. (a)
The Authorized shares capital of the company is Rs. 1,00,000/- (Rupees One lakh
only) divided in to 10,000 (Ten Thousand) equity of Rs. 10/- (Rupees Hundred
only) each with the rights and
conditions attached thereto as are provided by the Articles of
Association of the Company for the time being, with powers to dived the shares
in the capitals into two classes and to attach thereto respectively such
preferential rights, privileges or
condition as may be determined by or in
accordance with the Articles of or conditions in such manner as may be
permitted by the company for the time being. The company has power to increase
or reduce the shares capital in Accordance with the provision of the Companies
Act, 1956.
(b) PREFERENCE
SHARES
The
Company shall have the power to issue preference shares which may be redeemable
or convertible on such terms & conditions as the directors may think fit,
subject to the provisions of this Act, exercise such powers in any manner they
think fit.
ORDINARY RESOLUTIONS UNDER SECTION 94 OF
THE ACT:
5. As provided in section 94 of the Act,
Subject to clause 3 and 6of these Articles, the Company may, by ordinary
resolutions in General Meeting:
(a)
Increase its share capital by issue of new shares of such amount as it
thinks
Expedient.
(b)
Consolidate and divide all or any of its share capital into shares of
larger
Amount
than its existing shares.
(c)
Convert all or any of its fully
paid up shares into stock and reconvert that
Stock
into fully paid up shares of any denomination.
(d)
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, the
Proportion between the
amount, if any, unpaid on each reduced shares shall
Be the same as it was in the
case of the earlier one from which shares is sub-
Divided.
(e) 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 shares capital by the amount
of shares so cancelled.
ALLOTMENT
6. (a)
Subject to the provisions of the Articles, the shares in the Company
shall be under the control and supervision of the Board of Directors, who may
allot and dispose of the same or any of them, at par or at a premium in such
terms and conditions as to payment etc, as they may, from time, think deem fit
and proper.
(b)
The Board allot either fully or partly paid shares to minors represented
by their guardians, if it so decides upon.
©
The Board may also allot either fully or partly shares to any two or
more joint holders, with or without “Either or Survivor Class”
SHARE CERTIFICATE:
7. Every person whose name is entered as a
Member in the Register of Member of the
Company shall, without payment of any fee, be entitled to a Certificate under
the common seal of the company, signed by two Directors specifying the number
of shares held by him and amount paid up thereon, provided that in respect of
shares several persons, the Company shall not be bound to issues more than one
Certificate, and delivery of Certificate for shares to one of several joint
holders shall be sufficient delivery to all.
8. If
any share certificate is defaced, lost or destroyed, the same be re-issued, on
payment of Rs.10 (Rupees ten only) and on such terms as to evidence and
indemnity, as the Directors may deem fit and subject to the Companies (Issue of
share Certificate) Rules,1960 under the Act.
CALLS ON SHARE:
9.
(a) Subject to the provisions of
clause 3 of the Article the Board may, from time to time, make calls upon
members in respect of any moneys unpaid
on their shares (whether on
account shall be payable within one month from the date fixed for the
payment of last preceding call.
(b). Each Member shall, subject to receiving
at least fourteen days notice specifying the amount payable, the time and place
of payment, pay to the Company, at the
time and place so specified, the amount called on its shares and so payable thereon.
10. A
call shall be deemed to have been made at time when the Resolution of the Board
authorizing the call and passed and may be required to be paid in installments.
11. The joint holders of a share shall be
jointly and severally liable to pay all calls in respect thereof.
12. (a) If a sum called in respect of a share
is not paid on or before the date so appointed for payment thereof, the member,
from whom the sum is due, shall pay interest thereon, from the day so appointed
for payment thereof till the actual time of payment, at 18% (Eighteen percent)
per annum or at such lower rate, as the case may be the Board may determine.
(b) The Board any be at liberty to
waive payment of any such interest wholly or in part, as it may deem think fit.
13. (a) Any sum, which by the terms of
issue of a share becomes payable on allotment or at any fixed date, whether on
account of the normal value of the shares or by way of premium, shall for the
purpose of these regulations be deemed to be a call dully made and payable on
the date on which, by the terms of issue, such sum becomes payable.
(b) In case if non-payment of such sum,
all the relevant provision of these regulations as to payment of interest and
expenses, forfeiture or otherwise shall apply as if such sum had becomes
payable by virtue of a call duly made and notified.
14.
(a) The Board may, if it thinks deem fit, receive from any member willing to
advance the same, all or any part of the moneys uncalled and unpaid upon any
shares held by him and
(b) Upon all or any of the moneys so
advanced, may (until the same would but for such advance, becomes presently
payable pay interest at such rate not exceeding unless the Company in General
Meeting shall otherwise direct, 15% (fifteen percent) per annum as may be
agreed upon between the Board and the Member paying the sum in advance.
TRANSFER OF SHARES:
15. Subject to the provisions of cause 3 of the
Articles, the instrument of transfer of any shares in the Company shall be
executed in the manner laid down in section 108 of the Act and shall be in the
form prescribed under that section of the Act.
16. Shares can be transferred only with prior approval
of the Board. The Directors any decline approval or to register the transfer of
shares to any persons, persons, or body corporate without assigning any reason, whatsoever and the
decision of the Directors in
these
cases shall be final.
17.
No share shall be transferred to a non member, as long as the existing member /
is/ are willing to purchase the same. Whenever a shareholder wants to transfer
his share, he shall first offer them to the existing shareholders at a price
determined by the Directors before selling them to an outside. The decisions of
the Directors in this regards shall be final.
18. No shares are transferred to a person of
unsound mind.
19. The transfer books And the register of
members may, subject to the provisions of the Act, be closed during such times
as the Directors may think fit, not exceeding in the aggregate 45 days in each
year but not exceeding 30 days, at any one time and such books shall be closed
during the fourteen days immediately preceding the Annual General Meeting in
each year.
TRANSMISSION OF SHARES
20. The Executors or Administrators of a
deceased shareholder shall be the only persons recognized by the Company as
having any title to the shares. The Directors may, in their discretion, resolve
to recognizer the title of any person who prove who to their satisfaction as
having title to the shares with or without indemnity being given to the
Company, accordingly as the Directors may decide, In the case of a share
registered in the names of two or more persons the survivor or and survivor and
executor or executors, administrators or administrators of the deceased or such
other persons as the Directors may resolve to recognized in that behalf shall be the Company as having to
the shares.
21. Any person, becoming entitled to shares in
consequence of the death or bankruptcy of any member, upon producing such
evidence of his title as may be required by the Directors may be registered
with the approval of the Directors as the member in respect of such shares.
22.
Every instrument of transfer shall be executed both by the transferor and the
transferor and in the case of shares held by two or more joint holders, they
shall be transferred to individual or joint names of two or more transferees,
subject to approval of the Board, as the case may be, and the transferors shall
be deemed to remain the holders of such shares until the name or names of the
transferee or transferees is or are entered in the Register of Members in
respect thereof.
FORFEITURE OF SHARES:
23.
If a member fails to pay any call or installment of a call on the day appointed
for payment thereof, the Boards may at any time thereafter during such time as
any part of the call or installment amount remains unpaid serve a notice on the
member requiring payment of so much of the call or installment amount unpaid
within a period of not les than 15 days from the date of notice together with
interest thereon if any still remains unpaid, forfeit the shares to such a
member along with any sum paid by him thereon and he shall cease to be a member
of the Company from the date of such forfeiture.
24. (a) Subject to clause 3 and pursuant to clause 23 supra,
forfeited shares may be sold or otherwise disposed off on such terms and
conditions and in such manner as the Board may deem think fit.
(b) At any time before a sale or
disposal as aforesaid takes place, the Boards may cancel the forfeiture on such
terms ads it may deem think fit and reinstate the person as a member of the
Company.
25.
(a) Pursuant to clause 23 supra, a person whose have been forfeited shall cease
to be a members in respect o f the forfeited shares, however, shall
notwithstanding forfeiture, remain liable to pay to the Company all the moneys
which at the date of forfeiture were presently payable by him to the Company in
respect of those shares.
(b) The liability of such a person shall
cease if and when the company receives payment, from such person in fully of
all such moneys in respect of those forfeited shares.
26.
(a) A duly verified declaration in writing that the declaring is a Directors
Manager or Secretary of the Company as defined under the Act, and that a shares
in the company had been duly forfeited on a date stated in the declaration shall
be conclusive evidence along with others facts if any therein stated as against
all those such shares is sold or disposed of.
(b) The Company may receive the
consideration if any given on any sale or disposal of forfeited shares or and
may execute a transfer of shares in favour of the persons to whom such share is
sold or disposed of.
© Such persons who buys or takes the
forfeited shares pursuant to clauses 23to26 (b) herein as transferee of shares
shall thereupon be registered as Member and holder of such shares in the
Company
(d) Such transferee shall not be bound
to see be bound to see to the application of the purchase money, it any paid by
him nor shall his title to the share be affected by an irregularity or
invalidly in the proceedings with reference to the forfeiture, sale or dispersal
of such shares.
27.
The provisions of these regulations as to forfeiture shall apply in the case of
non-payment of any sum which, by the terms of issue of a share, become payable
at a fixed time, whether on account of the nominal value of the shares or by
way of premium as if the same had been payable by virtue of a call duly made
and notified.
ANNUAL GENERAL MEETING:
28.
The first annual general meeting of the members shall be held within 18 months
from the date of incorporation of the company. The next Annual General Meeting
shall be held within six months after the expiry of the financial year in which
the first Annual general meeting was held. Thereafter an Annual General Meeting
shall be held by the Company within six months after the expiry of each
financial year of the Company and not more than fifteen months shall lapse
between the date of one Annual General Meeting and that of anther. The Annual
General Meeting shall he held accordance with and subject to the provision of
section 266 of the Act.
EXTRA ORDINARY GENERAL MEETING:
29.
(a) All General Meeting of its Members, other than the Annual General Meetings
shall be called Extra ordinary General Meeting
(b) An Extra Ordinary General Meeting by
requisition shall be held laid down in section 169 of the Act.
© If the Directors fail to convene an
Extra Ordinary Meeting by requisition within the time stipulated under section
169 of the Act, the members, who have nmade the requisition to call for the
General Meeting themselves may call the meeting subject to provisions of
section 169 of the said Act.
(d) The Directors, on their own, may
call an Extra Ordinary General Meeting of the Members, whenever the Directors
may deem think fit.
PROCEEDINGS OF GENERAL MEETINGS:
30.
The Annual General Meeting of the Company may be convened by giving a clear
notice of not less than 10 (ten) days in writing. For all other General
Meetings, 21(twenty one) day’s clear notice in writing is required. The notice
shall be given, by specifying the place, day, date, the hours of the meeting
and general nature of business to be transacted to the members of the Company
in the manner prescribed hereunder. Non-receipt of such notice by any members
of the Company or members by accidental omission shall not invalidate the
proceedings of any General Meeting.
31.
In the case of general meeting at which special resolutions are proposed to be
placed the intention to propose the resolution as a special resolution has to
be duly specified in the Notice calling the General meeting and as provided
under clause 30 supra, twenty one day’s clear shall be given on the same. There
shall be annexed to the said Notice a statement out all material facts
concerning each items of business.
(b) As regards resolution requiring special
notice, notice of the intention to move the resolution shall be given to the
Company not less than fourteen days before the meeting at which it is to be
moved, exclusive of the day on which the Notice is served or deemed to be served
and the day of the meeting is to be held, as laid down in section 190 of the
Act.
© The Company shall give its members Notice
of any such resolution at the same time and in the same manner as it gives
Notice of the Meeting or if that is not possible, shall give them Notice
thereof by advertisement in a newspaper
having an appropriate circulation not less than seven days before
the meeting.
32.
All business shall be deemed to be special, that are to be transacted at the
Extra Ordinary General meeting or at the Annual General Meeting except the
sanctioning of dividend, consideration of the Accounts, Director’s Report,
Balance sheet and profit and loss account, election of Directors and
appointment of Auditors and fixing their remuneration.
33. The
quorum for a General Meeting shall be two members personally present. If within
half an hour from the time appointed for the Meeting quorum is not present, the
meeting shall stands dissolved, if such a meeting had been called by the
requisition of Members. In any other case, the Meeting shall stand adjourned to
the same day if the next week at the same time and place and if the prescribed
quorum of two members is not present at such adjourned meeting also, the
meeting shall deemed to be properly constituted and the want of a quorum shall
not invalidate the meeting or its proceedings and the members present in person
shall constitute the required quorum.
34.
At all General Meetings, the Chairman if any of the Board of directors shall be
entitled to take Chair. If there is no Chairman or if the Chairman is unwilling
to act or is
Absent
then the members shall choose one among themselves to act as the Chairman of
the Meeting. The Chairman may with the consent of the Members present in the
meeting adjourn the Meeting from time to and from place to place, but no
business other than one brought before and not disposed off at the original
Meeting shall be transacted at any such adjourned Meeting.
35.
At any General Meeting in respect of any resolution before it one Member having
right to vote on the resolution and present in person or by proxy or by proxy
if not more than seven such members personally present, holding not less than
one tenth of the total voting power or the Chairman of the Meeting shall be
entitled to demand a poll on such Resolution.
36. The Chairman of the Meeting shall be
entitled to a second or casting vote in the event of tie or equality of votes
whether on a show of hand or on a poll.
37. If any members is a minor, lunatic or
idiot his vote may be cast by his guardian or legal representative.
38. On
a show of hand, every member present in person shall have one vote and on poll
every member shall have one vote for each shares held by him.
39. In case of joint holders of shares, the
vote of the senior holder who tenders a voice whether in person or by proxy,
shall be accepted to the exclusion of the votes of the joint holders. For this
purpose the seniority shall be determined by the order in which the names stand
in the Register of Members.
40.
The instrument of proxy shall be in writing under the hand of the shareholder
or his attorney except that a Company or Corporation may appoints as proxy a
member or officer on its own as provided in section 176(5) of the Act. The
instrument appointing a proxy and power of attorney or other authority shall be
deposited at the Registered appointing a proxy and power of attorney or other
authority shall be deposited at the Registered Office of the Company not less
than forty eight hours before the time for holding the meeting at which the
person named in the instrument proposes to vote, and in default, the instrument
of proxy shall not be treated as valid. No member shall be entitled to vote nor
be reckoned in a quorum unless his name has been entered in the register of
members for a continuous period of not be entitled to vote or be reckoned in a
quorum
Unless
all calls or other sums presently payable by him in respect of shares held by
him in the company have been paid A proxy not be a shareholder.
DIRECTORS AND THEIR QUALIFICATION:
41.
The number of directors shall not be less than two and otherwise determined in
a General meeting the maximum number of Directors shall not exceed Twelve.
42. (a) The first Directors of the Company shall
be:
1. MR. DILLIP
2. DR. DJ
(b) Subject to the Provisions of the Act
the first Directors of the Company are entitled to hold office for life or till
their resignation and subsequently, all Directors shall be elected by the
shareholders present at the General Meeting of the Company.
43.
The Board of Directors may appoint any person as Alternate Director to act
during the absence of a Director for a period or not less than three months as
provided for under and in accordance with section 313 of the Act.
44.
Any one of the Directors or the Secretary of the Company, if so empowered, may
summon a Meeting of the Board of Directors.
45.
The Board of Directors shall have power, at any time and from time to time, to
co-opt or appoint any other person as a Director either to fill a casual
vacancy or as an Additional Director to the Board, however that the total
number of Directors shall not exceed the maximum number fixed by these
Articles. Any Directors so appointed to fill a casual vacancy shall hold office
only up to the date of the next Annual General Meeting of the Company, but, if
otherwise not disqualified, shall be office only up to the date upon which the
Director so appointed as Additional Director shall hold office only upto the
date of the next Annual General Meeting of the Company, but, if
otherwise not disqualified, shall be eligible for appointment as a Director, in
the normal course, at such Annual General Meeting.
46.
So long as any money is due by the company to any Financial Institution or
Corporation, subject to such terms conditionals as may be stipulated by it,
such financial Institution or Corporation may nominate a person as Nominee
Director on the Board. The said Director, so nominated, shall continue in
Office until he resigns or his nomination is withdrawn by the financial
Institution or Corporation. In the event of liability of the Company to the
institution or Corporation being discharged in full, said power of the
Institution or Corporation to nominate a Director to the board shall stand
terminated and the person so nominated as Director shall cease to be a Director
of the Company.
47.
Subject to the provisions of these Articles, all Directors. Except the first
Directors, shall retire, by rotation, from the office once in every three
years. Retiring Directors, if otherwise not disqualified, shall be eligible for
re-appointment and shall act as a Director throughout the Meeting at which he
retires.
48.
Subject to the provisions of these Articles, as herein provided if, at any
meeting at which an election of Directors ought to take place, a vacancy caused
by retirement of a Director is not filled up, provisions of section 256(4) of
the Act shall apply.
49.
Subject to the provisions of the Act, the Company may, by Special Resolution,
remove any Director, before the expiration of his period of office and may, if
thought fit, by an Ordinary Resolution, appoint another person in his place.
Any Director so appointed shall hold office, for a period, so long as the
person, in whose place the Director was so appointed, would have held the same
had he not been so removed.
50.
The Central or State Government, Corporation, Company or any other organization, so long as they subscribe and continue to hold shares of the
agreed value in the Company or provide such financial or technical assistance
to the Company, as may be agreed upon between them and the Company, for such
period and upon such terms, who shall be called a Nominated Director.
51.
No Director is required to hold any qualification shares in the Company.
52.
Each Director is eligible for and to be paid out as sitting fees, a sum not exceeding Rs.5,000/-,
as the Directors may determine from time to time, for each meeting of the Board
or Committee of the Board attended by him. In case, if the Directors normally
do not reside in the place where the
meeting of the Board or Committed of the Board is being held, the traveling
expenses and other charges for attending such meeting shall also be paid to such Directors.
53.
In the event of any Director, on the Company’s business, be called upon to
travel, go or reside out of his normal place of business or otherwise required
to perform extras services, the Director may be paid such remuneration as may
be determined by the Board subject to the provisions of the Act and such
remuneration may be in addition to the sitting fees provided under Articles 52
supra.
DISQUALIFICATION OF A DIRECTION:
54.
Subject to the provision of Section 283 and other connected sections of the
Act, the office of a Director shall if so facto be vacated:
(a)
If he applies to be adjudicated as insolvent.
(b)
If he is so adjudicated or adjudged as an insolvent.
(c)
If he is found to be of unsound mind by a court of competent jurisdiction.
(d)
If he fails to pay calls made on him in respect of shares held by him within 2
months from the date on which such calls were made.
(e)
If he is convicted by a Court of any offence involving moral turpitude and
sentenced in respect thereof to imprisonment for a period of not less than six
months.
(f)
If, by giving notice in writing to the company, he resigns the office.
(g)
If he absents himself from three consecutive meetings of the Directors, without
leave of absence from the Board.
55.
The Directors shall meet together as often as possible and as provided for
under Section 285of the Act for dispatch of the Business of the Company and may
adjourn and otherwise regulate their meetings as they may deem think fit.
Questions arising at any meeting shall be decided by a majority of votes. The quorum
for transacting business in a Board of Meeting shall be two Directors subject
to the provision of section 287 of the Act.
56.
Notwithstanding any vacancy in the Board, the continuing Director or Directors
may act, If and so long as their number is reduced below the quorum fixed by
the Articles, for a meeting of the Board, for the purpose on increasing the
number of Directors that are fixed for the quorum or for summoning a general
meeting of the company, but for no other purpose.
57.
Subject to the provisions of section 291 to 292 of the Act, the Directors may
delegate all or any of their powers to a committee or committees consisting of
such number of Directors and / or other officer or officers as the Board may
deem, think fit. Each such member of the committee who is a Director shall be
paid such fees for attending the Committee meetings as may be determined from
time to time by the Directors. In addition, where each such Director or Officer
Officers do / does not reside in the place of business, they or he shall be
paid traveling expenses and other charges for attending the meeting.
58.
Save as otherwise expressly provided in the Act, a resolution in writing signed
by all the members of the Board or Committee or by its Chairman of the meeting
for the time being entitled to receive notice of a meeting of the Board or
Committee shall be valid, effectual and binding on the Company if it had been
passed at a meeting of the Board or Committee duly convened and held.
59.
All acts, done or purported to be done, in any meeting of the Board or of a
committee thereof or by any person acting as a Director of the Board or member
of a Committee, shall, not withstanding that it may be afterwards discovered
that there was some defects in the appointment of any one or more of such
Directors or members or of any persons acting as aforesaid or that they or any
of them were disqualified to act as a Directors or Member, be valid as if every
such Directors, member or person had been duly appointed and was qualified to
be a Director of the Board or member of a Committee.
MINUTES OF THE MEETING:
60.
The Directors shall cause to maintain minutes of all proceedings of every
General Meeting, board Meeting or Committee Meeting to be entered in the books kept for that purpose
in accordance with the provision of section 193 of the Act.
61.
The minutes of all such Meetings, so kept and maintained in accords with the
provisions of section 193 of the Act shall be conclusive evidence of the
proceedings records therein and shall be binding on the Company.
62. Save as otherwise expressly provided in
the Act, a resolution in writing, circulated in draft form, together with
necessary papers, signed by all the Directors in India or by the majority of
them or of the Committee of directors for the time being entitled to receive
notice of the Meeting of the Board or the Committee, shall be as valid and
effectual as if it had been passed at the Meeting of the Board or the Committee
duly convened and held. In the event of the signature of any one or more of the
Directors to any such resolution be fixed on different dates, the said
resolution shall form part of the minutes of the meeting of the Board and shall
be added to the Record of Minutes.
POWERS OF DIRECTORS:
63.
The overall supervision, control and management of the Company shall rest with
the Board of Directors and accordingly the Business of the Company shall be
conducted by the Board. The Directors may exercise any or all such powers of
the Company which are not prohibited or excluded from their scope by these
Articles or by any provisions of the Company Act, 1956 or by any statutory
modifications thereof for the time being in force or which are required to be
exercise by the Company in the General Meeting of the Members of the Company.
64.
Without prejudice to the general power as conferred by the Articles 62 supra,
and other powers as conferred by these Articles and subject to the provisions
of the Act, It is hereby expressly declared that the Directors shall have the
following powers.
(a) To pay the costs, charges and expenses
preliminary and incidental to the promotion, formation, establishment and
registration of the Company.
(b) To appoint any person to be the Attorneys
and Agents of the Company with such powers and upon such terms as they may deem
think fit.
© To set aside out of the profits of the
Company, before recommending any dividend such sums as they may think just and
proper as Reserve Fund to meet any contingencies or for repairing improving,
maintaining any moveable or immovable property of the Company or for such other
purpose as the Director may in their desecration, think conducive to the
interest of the Company.
(d)
To issue, make, alter, vary, modify, amend, delete, replace and / or
repeal regulations, rules, by-laws, guidelines or internal instructions for
directing and regulating the business of the Company and the duties and
responsibilities of its officers and servants.
MANAGEMENT O THE COMPANY:
65. The management of the Company shall be
vested in the Board of Directors,
66. The Board of Directors may appoint one or
more of its members to be the managing Directors or Managing Directors or whole
time or part time Directors for such terms, conditions, period, salary and emoluments
as the Directors in the Board may decide in accordance with section 314 of the
Companies. Notwithstanding any thing contained in Article 47 supra, a Managing
Directors or Whole time Director so appointed shall not be subject to
retirement by rotation and shall hold the said officer during the pleasure of
the Board and shall be subject to the superintendence and control of the
Boards. Mr. DILLIP will be the Managing
Director of the Company until it is decided otherwise.
67.
Without prejudice to the general powers conferred by the Articles supra and
subject to the provisions of the act, the Board may delegate all or any of
their powers by way of General or specific power of Attorney or otherwise to
the Managing Directors, whole time Director, any other Director, Manager,
Secretary officer, Executive or Employee of the Company or professional or any
other person as the Board may deem think fit.
68.
Without prejudice to the General Powers conferred by thee Articles and subject
to the provisions of the Act, it is hereby expressly declared that the Managing
Director shall be in charge of the day business and administration of the
Company subject to the control and superintendence of the Board.
SEAL OF THE COMPANY
69. The seal of the Company shall have its name engraved therein
and shall be affixed on all instruments or document as may required by law or
otherwise in the manner hereinafter provided in this Article.
(a)
The seal shall not be affixed to any instrument except by the authority
of a resolution of the Board or of Committee of the Board, authorized by it in
that behalf and except in the presence of a Directors, Specifically authorize
for the aforesaid purpose and such Directors, Secretary or the said person
shall sign every document or instrument to which the seal of the Company is so
affixed in his presence.
(b)
A register shall be maintained among other details to record the Board
Meeting Date, Resolution number, date of affixing the Company’s sea nature of
document in which seal is affixed and signature with name of the Directors
secretary
or
person, as authorized by the Resolution,
in whose presence the seal is affixed.
©
The Board shall provide for the safe custody of the seal and for this
purpose nominate a Directors, secretary or an employee, from time to time as it
may deem think fit, to keep the physical custody of the seal under lock any key
(d)
All deeds executed on behalf of the Company may be in such form as the
Board may deem think fit and in addition to the Seal of the Company affixed in
the presence of a Director, Secretary or person so authorized thereon as
provided supra shall also be signed by the Managing Director or in his absence
by any other Director authorized by the Board specifically for that purpose.
DIVIDEND
70. Subject to the provisions of the Act, the
Company in General Meeting may declare dividends but not dividend shall exceed
the amount recommended by the Directors. No dividend shall be payable otherwise
than out of the profits or the year or any other undistributed profits of
earlier year or years.
71. The Board of directors may from time to
time pay to the Members such interim dividend as appear to the Directors to be
justified by the profits of the Company
72. No dividend shall bear interest as against
the Company.
73. If several persons are registered as joint
holders of any share, any of them may give valid receipt for any dividend
payable on the share.
74. A transfer of shares shall not pass on the
right of any dividend declared thereon before the registration of the transfer
and entered in the Register of Members.
SERVICE OF DOCUMENTS AND NOTICES:
75. A
document or notice may be served by the Company on any member at his last known
address as entered in the Register of members as provided in section 51 of the
Act.
MAINTENANCE OF ACCOUNTS:
76.
The Board if Directors and the Managing Director shall cause to maintain true
and proper books of accounts and Register to be kept as required under section
209 and other relevant provisions of the Act.
77.
The Board shall from to time determine whether and to what extend and at what
time and place and under what conditions or regulations, the books of accounts
and registers of the Company or any of them shall be open to inspection of
Members not being Directors.
78. The Books of account shall be kept at the registered
office of the Company or any other Administrative officer of the company so nominated
by the Board as provided under the Act.
79.
The Board, in particular the Managing Directors shall in accordance with
provisions of section 210 and 211 and other relevant provisions of the Act
cause to prepare and read before General meeting of the Balance sheet on the
Affairs of the company and a report thereon from time to time.
80.
Every such Balance sheet shall be accompanied by a report of the state of
affairs of the Company recommending the amount which may be disbursed as
Dividend or bonus to the Members and the amount which they propose to carry
forward to the reserve fund according to the provisions of the Articles supra
and the Balance sheet and profit and Loss Account shall be signed by at least
two Directors one of whom shall be the managing Director.
AUDIT
81. The accounts of the Company for each
financial accounting year shall be subjected to audit and the correctness of
the statement of affairs as reflect3ed in the Balance sheet and profit for the
year as per the profit and loss Account shall be ascertained by a competent
Auditors as defined in the Act appointed under section 224 and 225 of the said
Act.
82.
The Auditor shall submit a report inter alias on the affairs of the Company and
the Profit for the years to the Members as per the provisions of the Act which
shall be circulated along with the Annual Report and placed before the annual
General Meeting.
83.
The Auditor shall be appointed by the Company every year in the Annual General
Meeting who shall hold the office of Auditors till the conclusive of the next
Annual General Meeting.
84.
The Board may fill any causal vacant in the office of the Auditor, subject to
the provision of section 224 of the Act, on such terms and remuneration as they
may deem think fit.
85.
The remuneration of the Auditor shall be fixed by the Company in the Annual
General Meeting expect the remuneration of Auditors or Auditors as appointed by the Board which
may be fixed by the Board.
WINDING UP
86.
In the event of winding up of the Company, subject to the provisions of the
Act, the surplus assets of the Company shall subject to any rights attached to
any special class of shares forming part of Capital for the time being of the
Company, be applied first in the repayment of the Capital paid upon the equity
shares.
87. The excess if any shall be distributed
among the members holding equity shares in proportion to the
number of equity shares held by them at the commencement of the winding up,
respectively.
88. (1) In the event of winding of the Company,
the Liquidator as appointed under the provisions of the Act, may with the
sanction of a special resolution of the company and any other sanction required
under the Act, divide among the members in specie or in kind the whole or any
part of the assets of the Company, whether they c insist of property of the
same kind or not.
(2) For the aforesaid purpose the
Liquidator may, set aside value as he
deems fair upon any property to be divided as aforesaid and may determine how
such division shall be carried out as between the members or different class of
members.
(3) The Liquidator with like sanction
vest the whole or any part of such asserts as he may deem think fit with
Trustees of Trust, formed for the sole purpose for the benefit of the contributories
as the Liquidator with like sanction may deem think fit, but so that no member
shall be compelled to accept any share or other securities whereon there is any
liability.
GENERAL
89.
Every officer or agent for the time being of the Company shall be indemnified
out of the assets of the Company against any liability incurred by him in
defending any proceedings whether civil or criminal in which judgment is given
in his favour or in which hw is acquitted or in connection with any application
under section 633 of the Act, in which relief is granted to him by the court.
90.
No member shall be entitled to inspect the Company’s books without the written
permission of the Managing Director or required discovery of any information in
respect of any detail of the company trading or any matter which is or may be
in the nature of trade secret, secret process or trade mystery which is or may
relating to the conduct of the business of the Company and which in the opinion
of the Managing Director, will not be expedient in the interest of the Company
or its Members to communicate to the public.
|
SI
NO.
|
Signature,Name,Address,
Description
and Occupation of Subscribers
|
Signature,Name,Address,
Description
and Occupation of Witness
|
|
1.
|
(Signed)
Mr.
DILLIP
S/O,
Mr.
Address
Business
Passport
No.
Pan
No.
|
|
|
2.
|
(Signed)
Mr.
DJ
S/O,
Mr.
Address:
Business
Passport
No.
PAN
No.
|
DATE: 23.08.2009
PLACE :
No comments:
Post a Comment