a) The reference herein to ‘The
Act’ are to the Companies 1956 (Act No.1 of 1956), as amended thereto, from
time to time.
construction of these articles.
Regulations contained in Table ‘A’ in Schedule 1 to the Act as amended from
time to time in so far as they are applicable to a private limited company and
so far as they are not modified or altered by Articles hereinafter provided,
shall apply to this Company.
the context otherwise requires, words or expressions contained in the articles
shall bear the same meaning as in the act or any statutory modification thereof
and in these articles:
modified from time to time in accordance to law.
the directors for the time being of the Company.
other mode of representing or reproducing working in a visible from.
applicable provisions of the Companies Act, 1956.
assigned to by relevant sections of the Companies Act, 1956.
or statutory modification thereof for the time being in force and “Section”
shall mean a section of the said Act.
for the time being of the Company.
status, if any.
and words importing the masculine gender shall include feminine and the words
person shall include body corporate, firm, association of firms and society
registered under Societies Registration Act.
is a Private Company within the meaning of Section 3(1)(iii) of the Companies
Act, 1956 and accordingly;
The Company has a minimum paid
up Capital of Rs. 2 lac or such higher paid up capital as may be prescribed.
The right to transfer the
Shares of the Company shall be restricted in the manner and to the extent
The number of members of the Company
(exclusive of person in the employment of the Company, and the person who
having been formerly in the employment of the Company were members of the Company
while in that employment and have continued to be members after the employment
ceased shall be limited to 50 (fifty) provided for purpose of this provision
while two or more persons hold one or more shares jointly in the Company shall
be treated as a single member.
No invitations shall be given
to the public to subscribe for any shares in or debentures of the Company.
Prohibits any invitation to or
acceptance of deposit from persons other than its members, directors or their
Memorandum of Association.
issue the said preference shares as cumulative Redeemable Preference Shares
(Redeemable Preference shares) and/or cumulative partly/fully convertible
Preference shares (Convertible Preference Shares) and in such proportion as may
be decided by the Company at the time of issue thereof, and the same shall have
such rights, privileges and conditions attaching thereto as the Company may
decide in this behalf.
Subject to the provisions of
these articles, shares in the capital of the Company for the time being shall
be under the absolute control of the Board of Directors who may allot or
otherwise dispose off the same or any of them to such persons on such terms and
conditions and at such times and either at a premium or at par or subject to
the provisions relating to discount as provided in the Act and as the Board may
contained in this Article, where securities are dealt with in a Depository, the
Company shall intimate the details of allotment of securities to Depository
immediately on allotment of such Securities.
other place as may be decided, Register and Index of members in accordance with
the applicable provisions of the Act and the Depositories Act, 1996 with
details of shares held in physical and dematerialized forms or in any media as
may be permitted by law including in any form of electronic media. The Register
and index of beneficial owners maintained by a Depository under the applicable
provisions of the Depositories Act, 1996 shall also be deemed to be the
Register and index of members for the purpose of this Act. The Company shall
have the power to keep in any state or country outside India, a Register of Members for
the residents in that state or country.
Transfer of Shares in name of nominee:
may at any time, nominate a person to whom his shares or debentures will vest
in the event of his death in such manner as may be prescribed under the Act.
share or debentures of the Company are held by more than one person jointly,
joint holders may together nominate a person to whom all the rights in the
shares or debentures, as the case may be, shall vest in the event of death of
all the joint holders in such manner as may be prescribed under the Act.
anything contained in any other law for the time being in force or in any
disposition, whether testamentary or otherwise, where a nomination made in the
manner aforesaid purports to confer on any person the right to vest the shares
or debentures, the nominee shall, on the death of the share holder or debenture
holder or, as the case may be, on the death of the joint holders, become
entitled to all the rights in such shares or debentures or, as the case may be,
all the joint holders, in relation to such shares or debentures, to the
exclusion of all other persons, unless the nomination is varied or cancelled in
the manner as may be prescribed under the Act.
nominee is a minor, it shall be lawful for the holder of the shares or debentures,
to make the nomination to appoint any person to become entitled to shares in,
or debentures of the Company in the manner prescribed under the Act in the
event of his death during minority.
upon production of such evidence as may be required by the Board and subject as
hereinafter provided, elect, either:
debenture, as the case may be or
make such transfer of the shares and/or debentures as the deceased shareholder or
debenture holder, as the case may be, could have made.
If the nominee elects to be
registered as holder of the shares, or debentures, himself, as the case may be,
he shall deliver or send to the Company, a notice in writing signed by him
stating that he so elects and such notice shall be accompanied with the death
certificate of the deceased shareholder or debenture holder, as the case may
A nominee shall be entitled to
the share dividend/interest and other advantages to which he would be entitled if
he were the registered holder of the shares or debentures, provided that he
shall not, before being registered as a member, be entitled to exercise any
right conferred by membership in relation to meeting of the Company.
require any such person to elect either to be registered himself or transfer
the shares or debentures, and if the notice is not complied within ninety days,
the Board may thereafter withhold payment of all dividends, bonuses or other
moneys payable in respect of the shares or debentures, until the requirements
of the notice have been complied with.
two or more persons (but not more than three) are registered as the holders of
any share, they shall be deemed to hold the same as joint holders with benefits
of survivorship subject to provisions following and to the other provisions of
these Articles, relating to joint-holders:
The Board shall be at liberty
at their sole discretion to register any share in the joint names of any two or
more persons or the survivor of them.
The joint-holders of a share
shall be liable severally as well as jointly in respect of all calls or
payments which ought to be made in respect of such share.
On the death of any one of such
joint-holders, survivor or survivors shall be the only person or persons
recognized by the Company as having any title to or interest in such share but
the Directors may require such evidence of death as they may deem fit.
Only the person whose name
stands first in the Register as one of the joint-holders of any share shall be
entitled to the delivery of the certificate relating to such shares as well as
to the receipt of dividends or bonus or services of notice and all or any other
matter connected with the Company except voting at meetings and the transfer of
may make calls
any share may have been issued and subject to the conditions of allotment, by a
resolution passed at a meeting of the Board (and not by circular resolution)
make such call as it thinks fit upon the members in respect of all moneys
unpaid on the shares held by them respectively and such member shall pay the amount
of every call so made on him to the person or persons and at the time and
places appointed by the Board. A call may be made payable by installments.
shall have a first and paramount lien:
On every share (not being fully
paid up share) for all moneys (whether presently payable or not) called or
payable at a fixed time in respect of that share, and
On all shares (not being fully
paid up share) standing registered in the name of a single person, for all
moneys presently payable by him or his estate to the Company, provided that the
Board of Directors may at any time declare any share to be wholly or in part
exempt from the provisions of this clause.
(b) The Company’s lien, if any, shall extend to all dividends payable
member fails to pay any call or installment of a call, on the day appointed for
payment thereof, the Board of Directors may at any time thereafter during such
time as may part of the call or installment remains unpaid, serve a notice on
him, requiring payment of so much of the call or installment as is unpaid,
together with any interest which may have accrued.
requirement of any such notice as aforesaid is not complied with, any shares 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 of Directors to that effect.
person whose shares have been forfeited shall cease to be a member in respect of
the forfeited shares, but shall notwithstanding the forfeiture, remain liable
to pay to be Company all moneys which at the date of forfeiture, were presently
payable by him to the Company in respect of the said share.
liability of such person shall cease as and when the Company shall receive in
full such moneys in respect of the said shares.
may receive the consideration, if any, given for the Shares on any sale or
disposal thereof and may execute transfer of the shares in favour of the person
to whom the shares are sold or disposed off.
Board of Directors may at their absolute discretion decline to register any
transfer of shares of debentures in the following cases:
The transfer of shares or
debentures to a person who have not been approved by the Board of Directors.
Any transfer of shares on which
the Company has a lien.
to provisions of Article 23, Shares or Debentures held by a member or debenture
holder as the case may be, may be transferred to his legal heirs or any other
existing shareholder or debenture holder of the Company and shall not be
transferred to any other person other than those as aforesaid.
case of transfer of all or any part of the shares in or debenture of the Company,
to any person or persons excepting those provided in Article 19 above, a
transferor shall intimate the Company in writing of his intention to do so,
specifying clearly therein the name and address both present and permanent, and
description of the proposed transferee and the Company, on receipt of such
intimation of the transferor, shall hold meeting of Board of Directors to
consider the matter of such transfer, within a period of 60 days from the date
of receipt of such intimation letter from the transferor and the Board of
Directors shall be at liberty either to take in such transferee as a member or
debenture holder or arrange the transfer to any member or debenture holder of
the Company as the case may be or any other person and in such manner as the
Board of Directors may approve and prescribe.
instrument of transfer of any shares in, or debentures of the Company shall be
executed both by the transferor and the transferee and the transferor shall
remain the holder of the shares or debentures so transferred until the name of
the transferee is registered in the Register of Members or in the Register of
instrument of transfer shall be left at the office of the Company along with
the original certificate of shares or debentures of the Company to be
transferred and the transfer may be registered.
case of death of a member or debenture holder, the shares or debentures shall
pass on to his or her heirs, administrators or executors and any person
becoming entitled to such shares and debentures in consequence of death of any
member or debenture holder may upon producing such evidence of title as the
Board of Directors may require, register himself as holder of the shares or
debentures and subject to the provisions of transfer herein contained, transfer
the same to some other person.
ALTERATION OF CAPITAL
may be Ordinary Resolution from time to time alter the conditions of the
Memorandum of Association as follows:
Increase the share capital by
such amount, to be divided into share of such amount as may be specified in the
Consolidate and divide all or
any of its shares of larger amount than its existing shares.
Sub-divide its existing shares
or any of them into shares of smaller amount than is fixed by the Memorandum,
and/or Articles of Association, so however, that in the sub-division, 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 share from which
the reduced shares is derived; and
Cancel any shares which at the
date of the passing of the resolution, have not been taken or agreed to be
taken by any person.
The Company may, subject to
applicable provisions of the Act, and any other consent required under
applicable laws, from time to time, by special resolution reduce in any manner:
its Share capital
any Capital redemption reserve
any share premium account.
anything contained in these Articles, and subject to applicable provisions of
the Act, and/or any other applicable laws, the Company may purchase its own
shares or other specified securities (hereinafter referred to “buy-back”) out
its free reserves or
the securities premium account
the proceeds of any shares or
other specified securities.
to the provisions of the Act, the Board of Directors may from time to time, by
a resolution passed at a meeting of the Board accept deposits or borrow moneys
from members, directors or their relatives, either in advance of calls or
otherwise and may generally raise and secure the payment of such sum or sums in
such manner and upon such terms and conditions in all respects as they think
fit and in particular by issue of bonds or redeemable debenture stock, or any
mortgage or charge or other security on the undertaking or the whole or any
part of the property of the Company (both present and future) including its
uncalled capital for the time being.
eighteen months from the date of incorporation of the Company. The next Annual
General Meeting of the Company shall be held by the Company within six months
after the expiry of each financial year unless an extension of time is obtained
from the Registrar of Companies as provided in the Act. Provided that not more
than fifteen months shall elapse between the date of one Annual General Meeting
of the Company and that of the next meeting.
Notice of meeting
may be called by giving not less than 7 days’ notice in writing, which
should be sent to the members of the Company entitled to receive such notice,
provided however, a General Meeting may be called after giving shorter notice
if consent is accorded, in case of Annual General Meeting by all the members
entitled to vote thereat and in case of any other meeting, by members of the Company
holding not less than 95% of such part of the paid-up share capital of the Company
as gives right to vote at the meeting. Accidental omission to give notice to or
the non-receipt of such notice by any member shall not invalidate the
proceeding held at any General Meeting.
Ordinary General Meeting
All General Meetings other than
the Annual General Meetings shall be called Extra-Ordinary General Meetings.
The Board of Directors may,
whenever it thinks fit, call an Extra Ordinary General Meeting.
If at any time Directors
capable of acting who are sufficient in number to form a quorum are not within
India, any Director or two members of the Company may call an Extra Ordinary
General Meeting in the same manner as nearly as possible as that in which such
a meeting may be called by the Board of Directors.
Chairman at every General Meeting of the Company, including Annual General
rights of the members shall be:
of hands, every member holding equity shares and present in person shall have
voting rights of members shall be, in proportion to their holding of shares in
the paid-up equity capital of the Company.
case of joint-holders, the vote of the senior who renders a vote, whether in
person or by proxy shall be accepted to the exclusion of the vote of the other
joint holders. For this purpose, seniority shall be determined by the order in
which the names stand in the Register of Members.
member shall be entitled to vote at any General Meeting unless all calls or
other sums presently payable by him in respect of shares in the Company have
to vote/ Proxy to vote on Poll
shall be entitled to appoint another person as his/her proxy to attend and vote
in his/her stead but a proxy so appointed shall not have any right to speak at
the Meeting or to vote except on a poll.
special resolution, the number of Directors of the Company shall not be less
than two and more that twelve.
time to time to appoint any person as Director either to fill a casual vacancy
or as an Additional Director.
director during his absence for a period of not less than three months from the
state in which meeting of the Board are ordinarily held and such alternate
director shall ipso facto vacate office if and when the absentee director
returns to the state in which meetings of the Board are ordinarily held, or if
the absentee director vacates office as a director.
Director shall not be required to hold any share in the capital of the Company
as his qualification.
services, or to make any special exertions for any of the purposes of the Company,
the Company may remunerate him by monthly payment or by a fixed sum or by a
percentage of profit or otherwise and such remuneration may be either in
addition to or in substitution for his share in remuneration provided for a
Director and also pay him any costs for traveling and other incidental charges
as the Company may think fit.
necessary, the Directors shall meet together for dispatch of business, adjourn
and otherwise regulate their meetings and proceedings as they think fit.
amongst the Directors.
third of its total strength or two Directors whichever is higher.
a casting vote in case of a tie in any meeting.
committee and the committee shall in the exercise of the power so delegated
conform to any regulation that may from time to time be imposed on them by the
Board of Directors subject to the provisions of the Act.
be as valid and effectual as if, it had been passed at a meeting of the Board
of Directors or committee of Board of Directors, as the case may be, duly
called and constituted if a draft thereof in writing is circulated together
with necessary papers, if any, to all the directors or to all the members of
the committee of the Board of Directors as the case may be, then in India (not
being less in number than the quorum fixed for a meeting of the Board of
Directors or the committee, as the case may be) and to all other Directors or
members of the committee at their usual address in India and has been approved
by such of them as are then in India or by a majority of such of them as are
then in India or by a majority of such of them as are entitled to vote on the
the same are recorded or by the person who shall preside as Chairman at the
next meeting and all minutes purporting to be so signed shall for all purpose
whatsoever be prima facie evidence of the actual passing of the resolution
recorded and of the regularity of the Meeting at which the same shall appear to
have taken place, notwithstanding that it may afterwards be discovered that
there was some defect in the appointment of any one or more of such Directors
or that or any of them were disqualified.
paid a fee not exceeding the ceiling, if any prescribed under the Act, for
every Meeting of the Board of Directors or any committee thereof attended by
him besides actual expenses incurred by him in attending such Meeting or
time appoint one or more of their body to the office of Managing Director(s)
in-charge for such period and on such terms and with such powers and at such
remuneration (whether by way of salary or commission or participation in profit
or partly by one way and partly by another) as they think fit and may remove or
dismiss him or them from office and appoint another or others in his/ their
place or places.
shall be entitled to exercise such powers and do such acts and things as the Company
is authorized to exercise and do, provided that the Board of Directors shall
not exercise any power or do any act or thing which is directed or required,
whether by the Act, or any other law for the time being in force or by the
Memorandum or Articles of Association of the Company or otherwise to be
exercised or done by the Company in General Meeting. Provided further that in
exercising any such power or doing any such act or thing, the Board of
Directors shall subject to the provisions contained in that behalf in the Act,
or any other law for the time being in force or in the Memorandum and Articles
of Association of the Company or in any regulations not inconsistent therewith
and duly made there under including regulations made by the Company in General
Meeting provided however, that 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.
Directors shall be disqualified from his office by contracting with the Company
nor shall any such contract or any contract into by or on behalf of the Company
in which any Director shall be in any way interested, be void nor shall any
Director so contracting or being so interested be liable to account to the Company
for any profit realized by reason only of such Director holding that office or
of the fiduciary relations established but it is declared that to the extent it
is required under the provisions of the Act, the nature of his interest must be
disclosed by him at the Director’s Meeting at which the contract is considered
if his interest then exists, or in any other case at the first meeting of the
Directors after the acquisition of his interest.
prejudice to the general powers conferred by the foregoing clauses, the Board
of Directors shall exercise the following powers amongst others:
The Board of Directors may pay
all charges, expenses incurred in respect of formation, promotion,
establishment and incorporation of the Company under the Act, as well as its
registration under any other rules or bye-laws having the force in law.
The Board of Directors may from
time to time, by power of attorney under the Company’s Seal, appoint any person/s
to be attorney of the Company for any purpose.
All cheques, Bills of Exchange,
Promissory Notes and other Negotiable Instruments or other instruments of
similar nature relating to the operations and transactions of the Company,
shall be signed by any one or more of the Directors, as may be decided by the
Board of Directors but the authority so conferred may be revoked at any time by
the Board of Directors.
The Board of Directors may
invest and deal with any moneys of the Company not immediately required upon
such securities and in such manner as they think fit.
The Board of Directors or the
Managing Director/Whole Time Director/Executive Director/Director-in-charge if
so authorized by the Board of Directors may refer any matter relating to the
transactions of the Company to arbitration and the decision of the
Arbitrator(s), if accepted by the Board of Directors would be binding on the Company.
The Board of Directors may from
time to time raise or borrow any sums of money for and on behalf of the Company
from the members or other persons, companies or banks or they may themselves
advance money to the Company on such terms and conditions, as may be approved
by the Board of Directors.
The Board of Directors may from
time to time secure the payment of such money in such manner and upon such
terms and conditions as it may think fit and in particular by the issue of
Debenture or Bonds of the Company, by mortgage or charge of all or any part of
the property of the Company and of its uncalled capital for the time being.
Shares, Debentures, Bonus or Securities may be issued at premium or otherwise
and with special privileges as to the redemption, surrender, drawings,
allotment of Shares, voting rights at General Meetings of the Company and
Board of Directors shall cause to maintain proper books of accounts with
All sums of money received and
expended by the Company and the matters in respect of which the receipt and
expenditure takes place.
All sales and purchases of
goods by the Company.
The assets and liabilities of
or at such place in India
as the Board of Directors shall think fit.
during the business hours and entries thereof shall be checked and verified at
least once in every year by one or more or all Directors.
remuneration shall be fixed by the Board of Directors and thereafter the
Auditors shall be appointed at each Annual General Meeting.
to the provisions of the Act, the Company in General Meeting may, upon the
recommendation of the Board of Directors, resolve:
That it is desirable to
capitalize any part of the amount for the time being standing to the credit of
any of the Company’s Reserve accounts or to the credit of the profit & loss
or otherwise available for distribution and
That such sum be accordingly
set free for distribution in the manner specified in clause (ii) amongst the
members who would have been entitled thereto, if distributed by way of dividend
and in the same proportion on the footing that they become entitled thereto as
aforesaid capitalized fund shall not be paid in cash but shall be applied
subject to the provisions of the Act either in or towards:
Paying up any amount for the
time being unpaid on any shares held by such members or
Paying up in full unissued
shares of the Company to be allotted and distributed, credited as fully paid up
to and amongst such members in the proportion of their existing holdings
Partly in the way specified in
sub-clause (a) and partly in that specified in sub-clause (b) and such
distribution or payment shall be accepted by such shareholders in full
satisfaction of their interest in the said capitalized fund or in such manner
as recommended by the Board of Directors and resolved by the Company in General
premium account and a capital redemption reserve account may for the purpose of
this regulation, only be applied in the paying up of unissued shares to be
issued to members of the Company as fully paid Bonus Shares.
the resolution passed by the Company in pursuance of this regulation and settle
any difficulty which may arise in regard to the distribution as it thinks
The minutes of all proceeding
of every General Meeting or the Board of Directors or committee of the Board of
Directors shall be kept by making entries in the minute books within thirty
days of conclusion of the meeting.
The pages of the minute book
shall be consecutively numbered.
Each page of the minute books
shall be initialed or signed and the last page of the record of proceedings
shall be dated and signed.
In case of a meeting of the
Board of Directors or committee of Board of Directors, by the Chairman of the
said meeting or the next succeeding meeting, and
In case of General Meeting, by
the Chairman of the same meeting within aforesaid 30 days or in the event of
death of or inability of the Chairman, by a Director duly authorized by the
Board of Directors.
The minutes shall not be pasted
or otherwise attached to the minute books.
All appointments of officers
made at any of the meetings shall be included in the minutes of the meetings.
In case of a meeting of the
Board of Directors or a committee of Board of Directors, the minutes shall also
The names of the Directors
present at the meeting, and
In case of each resolution
passed at the meeting, the names of Directors, if any dissenting from or not
concurring in the resolution.
The minutes of each meeting
shall contain a fair and correct summary of the proceeding thereat, provided
that no matter need be included in any such minutes which the Chairman of the
meeting is having the option and:
Is, or could reasonably be
regarded as defamatory of any person or
Is irrelevant or immaterial to
the proceedings or
Is detrimental to the interests
of the Company.
Board of Directors shall provide a Seal for the Company and for safe custody
thereof. The Seal of the Company shall not be affixed to any instrument except
by authority of a resolution of the Board of Directors and except in the
presence of a Director and the said Director, shall sign every instrument to
which the Seal of the Company is so affixed in his presence.
officer or agent of the Company for the time being 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 judgement is given in his
favour or in which he is acquired or in connection with any application under
Section 633 of the Act, in which relief is granted to him by the Court.
If the Company shall be wound
up, the surplus assets shall (subject to any rights attached to any special
class of shares forming part of the Capital for the time being of the Company)
be applied first in repayment of the Capital paid up on the Equity Shares and
excess (if any) shall be distributed among the members holding Equity Shares in
proportion to the number of Equity Shares held by them respectively at the time
of the winding up.
If the Company shall be wound
up, the liquidators may with the sanction of a special resolution divide,
amongst the contributories in specie, any part of the assets of the Company.
officers etc. to maintain secrecy
Debenture holders, Member of Committee, officer, servant, agent, accountant or
other person employed in or about the business of the Company shall, if so
required by the Board of Directors before entering upon his duties, sign a
declaration pledging all transactions of the Company with his customers and state
of accounts with individuals and in matters relating thereto, and shall subject
to such declaration, pledge himself not
to reveal any of the matters which may come to his knowledge in the discharge
of his duties except when required so to do by the Board of Directors or by a
Court of law and except so far as may be necessary in order to comply with any
of the provisions contained in these Articles.
to enter upon the property of the Company or to inspect or examine the Company’s
premises or properties of the Company without the permission of the Board of
Directors or to require discovery of or any information respecting thereto and
details of the trading of the Company or any matter which is or may be in the
nature of a trade secret, mystery of trade or secret process or of any matter
whatsoever which may relate to the conduct of the business of the Company and
which in the opinion of the Board of Directors, will be expedient in the
interest of the members of the Company to communicate.
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