TABLE F
THE COMPANIES ACT, 2013
COMPANY LIMITED BY SHARES
ARTICLES OF ASSOCIATION
OF
………….
PRIVATE LIMITED
PRELIMINERY
1.
Subject as hereinafter provided the
Regulations contained in Table 'F' in the Schedule I to the Companies Act, 2013 shall apply to the
Company so far as they are applicable to Private Company except so far as they have implied or
expressly modified by what is contained in the Articles mentioned as altered or
amended from time to time.
Interpretation
I.
(1) In these Regulations :-
(a)
"Company" means ‘……………….PRIVATE
LIMITED’.
(b)
"Office" means the Registered Office of the Company.
(c)
"Act" means the Companies Act, 2013, and any statutory modification
thereof.
(d)
"Seal" means the Common Seal of the Company.
(e)
"Directors" means the Directors of the Company and includes persons
occupying the
position of the Directors by whether
names called.
(2) Unless the context otherwise requires
words or expressions contained in these Articles shall be the same meaning as
in the Act, or any statutory modification thereof in force at the date at which
these Articles become binding on the Company.
Share
capital and variation of rights
II.
1. Subject
to the provisions of the Act and these Articles, the shares in the capital of the
company shall be under the control of the Directors who may issue, allot or
otherwise dispose of 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
and at such time as they may from time to time think fit.
2.
(i) Every person whose name is entered as a member in the
register of members shall be entitled to receive within two months after
incorporation, in case of subscribers to the memorandum or after allotment or within
one month after the application for the registration of transfer or
transmission or within such other period as the conditions of issue shall be provided,—
(a)
one certificate for all his shares without payment of any charges; or
(b)
several certificates, each for one or more of his shares, upon payment of twenty
rupees for each certificate after the first.
(ii)
Every certificate shall be under the seal and shall specify the shares to which
it relates and the amount paid-up thereon.
(iii)
In respect of any share or shares held jointly by several persons, the company shall
not be bound to issue more than one certificate, and delivery of a certificate
for a share to one of several joint holders shall be sufficient delivery to all
such holders.
3.
(i) If any share certificate be worn out, defaced,
mutilated or torn or if there be no further space on the back for endorsement
of transfer, then upon production and surrender thereof to the company, a new
certificate may be issued in lieu thereof, and if any certificate is lost or
destroyed then upon proof thereof to the satisfaction of the company and on execution
of such indemnity as the company deem adequate, a new certificate in lieu
thereof shall be given. Every certificate under this Article shall be issued on
payment of twenty rupees for each certificate.
(ii)
The provisions of Articles (2) and (3) shall mutatis mutandis apply
to debentures of the company.
4.
Except as required by law, no person shall be recognised by the
company as holding any share upon any trust, and the company shall not be bound
by, or be compelled in any way to recognise (even when having notice thereof)
any equitable, contingent, future or partial interest in any share, or any
interest in any fractional part of a share, or (except only as by these
regulations or by law otherwise provided) any other rights in respect of any
share except an absolute right to the entirety thereof in the registered
holder.
5.
(i) The company may exercise the powers of paying
commissions conferred by sub-section (6) of section 40, provided that
the rate per cent. or the amount of the commission paid or agreed to be paid
shall be disclosed in the manner required by that section and rules made
thereunder.
(ii)
The rate or amount of the commission shall not exceed the rate or amount
prescribed in rules made under sub-section (6) of section 40.
(iii)
The commission may be satisfied by the payment of cash or the allotment of
fully or partly paid shares or partly in the one way and partly in the other.
6.
(i) If at any time the share capital is divided into
different classes of shares, the rights attached to any class (unless otherwise
provided by the terms of issue of the shares of that class) may, subject to the
provisions of section 48, and whether or not the company is being wound up, be
varied with the consent in writing of the holders of three-fourths of the
issued shares of that class, or with the sanction of a special resolution
passed at a separate meeting of the holders of the shares of that class.
(ii)
To every such separate meeting, the provisions of these regulations relating to
general meetings shall mutatis mutandis apply, but so that the necessary
quorum shall be at least two persons holding at least one-third of the issued
shares of the class in question.
7.
The rights conferred upon the holders of the shares of any class
issued with preferred or other rights shall not, unless otherwise expressly
provided by the terms of issue of the shares of that class, be deemed to be
varied by the creation or issue of further shares ranking pari passu therewith.
8.
Subject to the provisions of section 55, any preference shares
may, with the sanction of an ordinary resolution, be issued on the terms that
they are to be redeemed on such terms and in such manner as the company before
the issue of the shares may, by special resolution, determine.
Lien
9.
(i) The company shall have a first and paramount lien— (a)
on every share (not being a fully paid share), for all monies (whether
presently payable or not) called, or payable at a fixed time, in respect of
that share; and (b) on all shares (not being fully paid shares) standing
registered in the name of a single person, for all monies 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.
(ii)
The company’s lien, if any, on a share shall extend to all dividends payable
and bonuses declared from time to time in respect of such shares.
10.The company may sell, in such
manner as the Board thinks fit, any shares on which the company has a lien:
Provided
that no sale shall be made—
(a)
unless a sum in respect of which the lien exists is presently payable; or
(b)
until the expiration of fourteen days after a notice in writing stating and demanding
payment of such part of the amount in respect of which the lien exists as is presently
payable, has been given to the registered holder for the time being of the share
or the person entitled thereto by reason of his death or insolvency.
11.(i) To give effect to any
such sale, the Board may authorise some person to transfer the shares sold to
the purchaser thereof.
(ii)
The purchaser shall be registered as the holder of the shares comprised in any
such transfer.
(iii)
The purchaser shall not be bound to see to the application of the purchase
money, nor shall his title to the shares be affected by any irregularity or
invalidity in the proceedings in reference to the sale.
12.(i) The proceeds of the
sale shall be received by the company and applied in payment of such part of
the amount in respect of which the lien exists as is presently payable.
(ii)
The residue, if any, shall, subject to a like lien for sums not presently
payable as existed upon the shares before the sale, be paid to the person
entitled to the shares at the date of the sale.
Calls
on shares
13.(i) The Board may, from
time to time, make calls upon the members in respect of any monies unpaid on
their shares (whether on account of the nominal value of the shares or by way
of premium) and not by the conditions of allotment thereof made payable at
fixed times: Provided that no call shall exceed one-fourth of the nominal value
of the share or be payable at less than one month from the date fixed for the
payment of the last preceding call.
(ii)
Each member shall, subject to receiving at least fourteen days’ notice
specifying the time or times and place of payment, pay to the company, at the
time or times and place so specified, the amount called on his shares.
(iii)
A call may be revoked or postponed at the discretion of the Board.
14.A call shall be deemed to have
been made at the time when the resolution of the Board authorising the call was
passed and may be required to be paid by instalments.
15.The joint holders of a share
shall be jointly and severally liable to pay all calls in respect thereof.
16.(i) If a sum called in
respect of a share is not paid before or on the day appointed for payment
thereof, the person from whom the sum is due shall pay interest thereon from
the day appointed for payment thereof to the time of actual payment at ten per
cent. per annum or at such lower rate, if any, as the Board may determine.
(ii)
The Board shall be at liberty to waive payment of any such interest wholly or
in part.
17.(i) Any sum which by the
terms of issue of a share becomes payable on allotment or at any fixed date,
whether on account of the nominal value of the share or by way of premium,
shall, for the purposes of these regulations, be deemed to be a call duly made
and payable on the date on which by the terms of issue such sum becomes
payable.
(ii)
In case of non-payment of such sum, all the relevant provisions of these
regulations as to payment of interest and expenses, forfeiture or otherwise
shall apply as if such sum had become payable by virtue of a call duly made and
notified.
18.The Board—
(a)
may, if it thinks fit, receive from any member willing to advance the same, all
or any part of the monies uncalled and unpaid upon any shares held by him; and
(b)
upon all or any of the monies so advanced, may (until the same would, but for such
advance, become presently payable) pay interest at such rate not exceeding, unless
the company in general meeting shall otherwise direct, twelve per cent. per
annum, as may be agreed upon between the Board and the member paying the sum in
advance.
Transfer
of shares
19.(i) The instrument of
transfer of any share in the company shall be executed by or on behalf of both
the transferor and transferee.
(ii)
The transferor shall be deemed to remain a holder of the share until the name
of the transferee is entered in the register of members in respect thereof.
20.The Board may, subject to the
right of appeal conferred by section 58 decline to register—
(a)
the transfer of a share, not being a fully paid share, to a person of whom they
do not approve; or
(b)
any transfer of shares on which the company has a lien.
21.The Board may decline to
recognise any instrument of transfer unless—
(a)
The instrument of transfer is in the form as prescribed in rules made under sub-section
(1) of section 56;
(b)
the instrument of transfer is accompanied by the certificate of the shares to which
it relates, and such other evidence as the Board may reasonably require to show
the right of the transferor to make the transfer; and
(c)
the instrument of transfer is in respect of only one class of shares.
22.On giving not less than seven
days’ previous notice in accordance with section 91 and rules made thereunder,
the registration of transfers may be suspended at such times and for such
periods as the Board may from time to time determine:
Provided
that such registration shall not be suspended for more than thirty days at any
one time or for more than forty-five days in the aggregate in any year.
Transmission
of shares
23.(i) On the death of a
member, the survivor or survivors where the member was a joint holder, and his
nominee or nominees or legal representatives where he was a sole holder, shall
be the only persons recognised by the company as having any title to his
interest in the shares.
(ii)
Nothing in clause (i) shall release the estate of a deceased joint
holder from any liability in respect of any share which had been jointly held
by him with other persons.
24.(i) Any person becoming
entitled to a share in consequence of the death or insolvency of a member may,
upon such evidence being produced as may from time to time properly be required
by the Board and subject as hereinafter provided, elect, either—
(a)
to be registered himself as holder of the share; or
(b)
to make such transfer of the share as the deceased or insolvent member could have
made.
(ii)
The Board shall, in either case, have the same right to decline or suspend
registration as it would have had, if the deceased or insolvent member had
transferred the share before his death or insolvency.
25.(i) If the person so
becoming entitled shall elect to be registered as holder of the share himself,
he shall deliver or send to the company a notice in writing signed by him stating
that he so elects.
(ii)
If the person aforesaid shall elect to transfer the share, he shall testify his
election by executing a transfer of the share.
(iii)
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 or transfer were a
transfer signed by that member.
26.A person becoming entitled to a
share by reason of the death or insolvency of the holder shall be entitled to
the same dividends and other advantages to which he would be entitled if he
were the registered holder of the share, except that he shall not, before being
registered as a member in respect of the share, be entitled in respect of it to
exercise any right conferred by membership in relation to meetings of the
company:
Provided
that the Board may, at any time, give notice requiring any such person to elect
either to be registered himself or to transfer the share, and if the notice is
not complied with within ninety days, the Board may thereafter withhold payment
of all dividends, bonuses or other monies payable in respect of the share,
until the requirements of the notice have been complied with.
27.In case of a One Person Company—
(i)
On the death of the sole member, the person nominated by such member shall be
the person recognised by the company as having title to all the shares of the member;
(ii)
The nominee on becoming entitled to such shares in case of the member’s death
shall be informed of such event by the Board of the company;
(iii)
Such nominee shall be entitled to the same dividends and other rights and liabilities
to which such sole member of the company was entitled or liable;
(iv)
on becoming member, such nominee shall nominate any other person with the prior
written consent of such person who, shall in the event of the death of the member,
become the member of the company.
28.If a member fails to pay any call,
or instalment of a call, on the day appointed for payment thereof, the Board
may, at any time thereafter during such time as any part of the call or
instalment remains unpaid, serve a notice on him requiring payment of so much
of the call or instalment as is unpaid, together with any interest which may
have accrued.
29.The notice aforesaid shall—
(a)
name a further day (not being earlier than the expiry of fourteen
days from the date of service of the notice) on or before which the payment
required by the notice is to be made; and
(b)
state that, in the event of non-payment on or before the day so
named, the shares in respect of which the call was made shall be liable to be
forfeited.
30.If the requirements of any such
notice as aforesaid 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.
31.(i) A forfeited share may
be sold or otherwise disposed of on such terms and in such manner as the Board
thinks fit
(ii)
At any time before a sale or disposal as aforesaid, the Board may cancel the
forfeiture on such terms as it thinks fit.
32.(i) A person whose shares
have been forfeited shall cease to be a member in respect of the forfeited
shares, but shall, notwithstanding the forfeiture, remain liable to pay to the
company all monies which, at the date of forfeiture, were presently payable by
him to the company in respect of the shares.
(ii)
The liability of such person shall cease if and when the company shall have received
payment in full of all such monies in respect of the shares.
33.(i) A duly verified
declaration in writing that the declarant is a director, the manager or the
secretary, of the company, and that a share in the company has been duly
forfeited on a date stated in the declaration, shall be conclusive evidence of
the facts therein stated as against all persons claiming to be entitled to the
share;
(ii)
The company may receive the consideration, if any, given for the share on any
sale or disposal thereof and may execute a transfer of the share in favour of
the person to whom the share is sold or disposed of;
(iii)
The transferee shall thereupon be registered as the holder of the share; and
(iv)The
transferee shall not be bound to see to the application of the purchase money, if
any, nor shall his title to the share be affected by any irregularity or
invalidity in the proceedings in reference to the forfeiture, sale or disposal
of the share.
34.The provisions of these
regulations as to forfeiture shall apply in the case of nonpayment of any sum
which, by the terms of issue of a share, becomes payable at a fixed time, whether
on account of the nominal value of the share or by way of premium, as if the same
had been payable by virtue of a call duly made and notified.
Alteration
of capital
35.The company may, from time to
time, by ordinary resolution increase the share capital by such sum, to be
divided into shares of such amount, as may be specified in the resolution.
36.Subject to the provisions of
section 61, the company may, by ordinary resolution,—
(a) Consolidate and divide all or any
of its share capital into shares of larger amount than its existing shares;
(b)
convert all or any of its fully paid-up shares into stock, and
reconvert that stock into fully paid-up shares of any denomination;
(c)
sub-divide its existing
shares or any of them into shares of smaller amount than is fixed by the
memorandum;
(d)
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.
37.Where shares are converted into
stock,—
(a)
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.
(b)
the holders of stock shall, according to the amount of stock held
by them, have the same rights, privileges and advantages as regards dividends,
voting at meetings of the company, and other matters, as if they held the
shares from which the stock arose; but no such privilege or advantage (except
participation in the dividends and profits of the company and in the assets on
winding up) shall be conferred by an amount of stock which would not, if
existing in shares, have conferred that privilege or advantage.
(c)
such of the regulations of
the company as are applicable to paid-up shares shall apply to stock and the
words “share” and “shareholder” in those regulations shall include “stock” and
“stock-holder” respectively.
38.The company may, by special
resolution, reduce in any manner and with, and subject to, any incident
authorised and consent required by law,—
(a)
its share capital;
(b)
any capital redemption reserve account; or
(c)
any share premium account.
Capitalisation
of profits
39.(i) The company in general
meeting may, upon the recommendation of the Board, resolve—
(a)
that it is desirable to capitalise any part of the amount for the time being
standing to the credit of any of the company’s reserve accounts, or to the
credit of the profit and loss account, or otherwise available for distribution;
and
(b)
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 proportions.
(ii)
The sum aforesaid shall not be paid in cash but shall be applied, subject to
the provision contained in clause (iii), either in or towards—
(A)
paying up any amounts for the time being unpaid on any shares held
by such members respectively;
(B)
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
proportions aforesaid;
(C)
partly in the way specified in sub-clause (A) and partly in
that specified in sub-clause (B);
(D)
A securities premium account and a capital redemption reserve
account may, for the purposes of this regulation, be applied in the paying up
of unissued shares to be issued to members of the company as fully paid bonus
shares;
(E)
The Board shall give effect to the resolution passed by the
company in pursuance of this regulation.
40.(i) Whenever such a
resolution as aforesaid shall have been passed, the Board shall—
(a)
make all appropriations and applications of the undivided profits
resolved to be capitalised thereby, and all allotments and issues of fully paid
shares if any; and
(b)
generally do all acts and things required to give effect thereto.
(ii)
The Board shall have power—
(a)
to make such provisions, by the issue of fractional certificates
or by payment in cash or otherwise as it thinks fit, for the case of shares
becoming distributable in fractions; and
(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 to which
they may be entitled upon such capitalisation, or as the case may require, for
the payment by the company on their behalf, by the application thereto of their
respective proportions of profits resolved to be capitalised, of the amount or
any part of the amounts remaining unpaid on their existing shares;
(iii)
Any agreement made under such authority shall be effective and binding on such members.
Buy-back
of shares
41.Notwithstanding anything
contained in these articles but subject to the provisions of sections 68 to 70
and any other applicable provision of the Act or any other law for the time being
in force, the company may purchase its own shares or other specified
securities.
General
meetings
42.All general meetings other than
annual general meeting shall be called extraordinary general meeting.
43.(i) The Board may,
whenever it thinks fit, call an extraordinary general meeting.
(ii)
If at any time directors capable of acting who are sufficient in number to form
a quorum are not within India, any director or any two members of the company
may call an extraordinary general meeting in the same manner, as nearly as
possible, as that in which such a meeting may be called by the Board.
Proceedings
at general meetings
44.(i) No business shall be
transacted at any general meeting unless a quorum of members is present at the
time when the meeting proceeds to business.
(ii)
Save as otherwise provided herein, the quorum for the general meetings shall be
as provided in section 103.
45.The chairperson, if any, of the
Board shall preside as Chairperson at every general meeting of the company.
46.If there is no such Chairperson,
or if he is not present within fifteen minutes after the time appointed for
holding the meeting, or is unwilling to act as chairperson of the meeting, the
directors present shall elect one of their members to be Chairperson of the meeting.
47.If at any meeting no director is
willing to act as Chairperson or if no director is present within fifteen
minutes after the time appointed for holding the meeting, the members present
shall choose one of their members to be Chairperson of the meeting.
48.In case of a One Person Company—
(i)
The resolution required to be passed at the general meetings of
the company shall be deemed to have been passed if the resolution is agreed
upon by the sole member and communicated to the company and entered in the
minutes book maintained under section 118;
(ii)
Such minutes book shall be signed and dated by the member;
(iii) The resolution shall become
effective from the date of signing such minutes by the sole member.
Adjournment
of meeting
49.(i) The Chairperson may,
with the consent of any meeting at which a quorum is present, and shall, if so
directed by the meeting, adjourn the meeting from time to time and from place
to place.
(ii)
No business shall be transacted at any adjourned meeting other than the
business left unfinished at the meeting from which the adjournment took place.
(iii)
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.
(iv)
Save as aforesaid, and as provided in section 103 of the Act, it shall not be
necessary to give any notice of an adjournment or of the business to be
transacted at an adjourned meeting.
Voting
rights
50.Subject to any rights or
restrictions for the time being attached to any class or classes of shares,—
(a)
on a show of hands, every member present in person shall have one
vote; and
(b)
on a poll, the voting
rights of members shall be in proportion to his share in the paid-up equity
share capital of the company.
51.A member may exercise his vote at
a meeting by electronic means in accordance with section 108 and shall vote
only once.
52.(i) In the case of joint
holders, the vote of the senior who tenders a vote, whether in person or by
proxy, shall be accepted to the exclusion of the votes of the other joint
holders.
(ii)
For this purpose, seniority shall be determined by the order in which the names
stand in the register of members.
53.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.
54.Any business other than that upon
which a poll has been demanded may be proceeded with, pending the taking of the
poll.
55.No 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 been paid.
56.(i) No objection shall be
raised to the qualification of any voter except at the meeting or adjourned
meeting at which the vote objected to is given or tendered, and every vote not
disallowed at such meeting shall be valid for all purposes.
(ii)
Any such objection made in due time shall be referred to the Chairperson of the
meeting, whose decision shall be final and conclusive.
Proxy
57.The instrument appointing a proxy
and the power-of-attorney or other authority, if any, under which it is signed
or a notarised copy of that power or authority, shall be deposited at the
registered office of the company not less than 48 hours before the time for
holding the meeting or adjourned meeting at which the person named in the
instrument proposes to vote, or, in the case of a poll, not less than 24 hours
before the time appointed for the taking of the poll; and in default the
instrument of proxy shall not be treated as valid.
58.An instrument appointing a proxy
shall be in the form as prescribed in the rules made under section 105.
59.A vote given in accordance with
the terms of an instrument of proxy shall be valid, notwithstanding the
previous death or insanity of the principal or the revocation of the proxy or
of the authority under which the proxy was executed, or the transfer of the
shares in respect of which the proxy is given:
Provided
that no intimation in writing of such death, insanity, revocation or transfer
shall have been received by the company at its office before the commencement
of the meeting or adjourned meeting at which the proxy is used.
Board
of Directors
60.The number of the directors and
the names of the first directors shall be determined in writing by the
subscribers of the memorandum or a majority of them.
61.(i) The remuneration of
the directors shall, in so far as it consists of a monthly payment, be deemed
to accrue from day-to-day.
(ii)
In addition to the remuneration payable to them in pursuance of the Act, the
directors may be paid all travelling, hotel and other expenses properly
incurred by them—
(a)
in attending and returning from meetings of the Board of Directors
or any committee thereof or general meetings of the company; or
(b)
in connection with the
business of the company.
62.The Board may pay all expenses
incurred in getting up and registering the company.
63.The company may exercise the
powers conferred on it by section 88 with regard to the keeping of a foreign
register; and the Board may (subject to the provisions of that section) make
and vary such regulations as it may thinks fit respecting the keeping of any
such register.
64.All cheques, promissory notes,
drafts, hundis, bills of exchange and other negotiable instruments, and
all receipts for monies paid to the company, shall be signed, drawn, accepted,
endorsed, or otherwise executed, as the case may be, by such person and in such
manner as the Board shall from time to time by resolution determine.
65.Every director present at any
meeting of the Board or of a committee thereof shall sign his name in a book to
be kept for that purpose.
66.(i) Subject to the
provisions of section 149, the Board shall have power at any time, and from
time to time, to appoint a person as an additional director, provided the
number of the directors and additional directors together shall not at any time
exceed the maximum strength fixed for the Board by the articles.
(ii)
Such person shall hold office only up to the date of the next annual general
meeting of the company but shall be eligible for appointment by the company as
a director at that meeting subject to the provisions of the Act.
67.(i) The Board of Directors
may meet for the conduct of business, adjourn and otherwise regulate its
meetings, as it thinks fit.
(ii)
A director may, and the manager or secretary on the requisition of a director
shall, at any time, summon a meeting of the Board.
68.(i) Save as otherwise
expressly provided in the Act, questions arising at any meeting of the Board
shall be decided by a majority of votes.
(ii)
In case of an equality of votes, the Chairperson of the Board, if any, shall
have a second or casting vote
69.The continuing directors may act
notwithstanding any vacancy in the Board; but, if and so long as their number
is reduced below the quorum fixed by the Act for a meeting of the Board, the
continuing directors or director may act for the purpose of increasing the
number of directors to that fixed for the quorum, or of summoning a general
meeting of the company, but for no other purpose.
70.(i) The Board may elect a
Chairperson of its meetings and determine the period for which he is to hold
office.
(ii)
If no such Chairperson is elected, or if at any meeting the Chairperson is not
present within five minutes after the time appointed for holding the meeting,
the directors present may choose one of their number to be Chairperson of the
meeting.
71.(i) The Board may, subject
to the provisions of the Act, delegate any of its powers to committees
consisting of such member or members of its body as it thinks fit.
(ii)
Any committee so formed shall, in the exercise of the powers so delegated,
conform to any regulations that may be imposed on it by the Board.
72.(i) A committee may elect
a Chairperson of its meetings.
(ii)
If no such Chairperson is elected, or if at any meeting the Chairperson is not
present within five minutes after the time appointed for holding the meeting,
the members present may choose one of their members to be Chairperson of the
meeting.
73.(i) A committee may meet
and adjourn as it thinks fit.
(ii)
Questions arising at any meeting of a committee shall be determined by a
majority of votes of the members present, and in case of an equality of votes,
the Chairperson shall have a second or casting vote.
74.All acts done in any meeting of
the Board or of a committee thereof or by any person acting as a director,
shall, notwithstanding that it may be afterwards discovered that there was some
defect in the appointment of any one or more of such directors or of any person
acting as aforesaid, or that they or any of them were disqualified, be as valid
as if every such director or such person had been duly appointed and was
qualified to be a director.
75.Save as otherwise expressly
provided in the Act, a resolution in writing, signed by all the members of the
Board or of a committee thereof, for the time being entitled to receive notice
of a meeting of the Board or committee, shall be valid and effective as if it
had been passed at a meeting of the Board or committee, duly convened and held.
76.In case of a One Person Company—
(i)
where the company is having only one director, all the businesses
to be transacted at the meeting of the Board shall be entered into minutes book
maintained under section 118;
(ii)
such minutes book shall be signed and dated by the director;
(iii) the resolution shall become effective from the
date of signing such minutes by the director.
Chief
Executive Officer, Manager, Company Secretary or Chief Financial Officer
77.Subject to the provisions of the
Act,—
(i)
A chief executive officer, manager, company secretary or 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 a resolution of the Board;
(ii)
A director may be appointed
as chief executive officer, manager, company secretary or chief financial
officer.
78.A provision of the Act or these
regulations requiring or authorising a thing to be done by or to a director and
chief executive officer, manager, company secretary or chief financial officer
shall not be satisfied by its being done by or to the same person acting both
as director and as, or in place of, chief executive officer, manager, company
secretary or chief financial officer.
The
Seal
79.(i) The Board shall
provide for the safe custody of the seal.
(ii)
The seal of the company shall not be affixed to any instrument except by the
authority of a resolution of the Board or of a committee of the Board
authorised by it in that behalf, and except in the presence of at least two
directors and of the secretary or such other person as the Board may appoint
for the purpose; and those two directors and the secretary or other person
aforesaid shall sign every instrument to which the seal of the company is so
affixed in their presence.
Dividends
and Reserve
80.The company in general meeting
may declare dividends, but no dividend shall exceed the amount recommended by
the Board.
81.Subject to the provisions of
section 123, 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.
82.(i) The Board may, before
recommending any dividend, set aside out of the profits of the company such
sums as it thinks fit as a reserve or reserves which shall, at the discretion
of the Board, be applicable for any purpose to which the profits of the company
may be properly applied, including provision for meeting contingencies or for equalizing
dividends; and pending such application, may, at the like discretion, either be
employed in the business of the company or be invested in such investments
(other than shares of the company) as the Board may, from time to time, thinks
fit.
(ii)
The Board may also carry forward any profits which it may consider necessary
not, to divide, without setting them aside as a reserve.
83.(i) Subject to the rights
of persons, if any, entitled to shares 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, but if and so
long as nothing is paid upon any of the shares in the company, dividends may be
declared and paid according to the amounts of the shares.
(ii)
No amount paid or credited as paid on a share in advance of calls shall be
treated for the purposes of this regulation as paid on the share.
(iii)
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 dividend as from a particular date such share
shall rank for dividend accordingly.
84.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 or otherwise in relation to the shares
of the company.
85.(i) Any dividend, interest
or other monies payable in cash in respect of shares may be paid by cheque or
warrant sent through the post directed
to the registered address of the holder or, in the case of joint holders, to
the registered address of that one of the joint holders who is first named on
the register of members, or to such person and to such address as the holder or
joint holders may in writing direct.
(ii)
Every such cheque or warrant shall be made payable to the order of the person
to whom it is sent.
86.Any one of two or more joint
holders of a share may give effective receipts for any dividends, bonuses or
other monies payable in respect of such share.
87.Notice of any dividend that may
have been declared shall be given to the persons entitled to share therein in
the manner mentioned in the Act.
88.No dividend shall bear interest
against the company.
Accounts
89.(i) The Board shall from
time to time determine whether and to what extent and at what times and places
and under what conditions or regulations, the accounts and books of the
company, or any of them, shall be open to the inspection of members not being
directors.
(ii)
No member (not being a director) shall have any right of inspecting any account
or book or document of the company except as conferred by law or authorised by
the Board or by the company in general meeting.
Winding
up
90.Subject to the provisions of
Chapter XX of the Act and rules made thereunder—
(i)
If the company shall be wound up, the liquidator may, with the sanction of a
special resolution of the company and any other sanction required by the Act,
divide amongst the members, in specie or kind, the whole or any part of the
assets of the
company,
whether they shall consist of property of the same kind or not.
(ii)
For the purpose aforesaid, the liquidator may set such value as he deems fair
upon any property to be divided as aforesaid and may determine how such
division shall be carried out as between the members or different classes of
members.
(iii)
The liquidator may, with the like sanction, vest the whole or any part of such
assets in trustees upon such trusts for the benefit of the contributories if he
considers necessary, but so that no member shall be compelled to accept any
shares or other securities whereon there is any liability.
Indemnity
91.Every officer 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 he is acquitted or in which
relief is granted to him by the court or the Tribunal.
Note: The Articles shall be signed by
each subscriber of the memorandum of association who shall add his address, description
and occupation, if any, in the presence of at least one witness who shall
attest the signature and shall likewise add his address, description and
occupation, if any, and such signatures shall be in form specified below:
|
Sl.No.
|
Name,
Address, Descriptions and Occupation of Subscribers
|
Witnesses
(along with Name, Address, Description and Occupations)
|
|
1.
|
|
|
|
2.
|
|
|
|
|
TOTAL
|
|