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MEMORANDUM
AND
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° RTICLES OFoASSOCIATION °1 I
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OF
TRIPURA JUTE MillS LIMITED
AGARTALA, TRIPURA.
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' ‘ MEMORANDUM
‘ AND-
A RTICLES OF ASSOCIATION
OF
, " TRIPURA JUTE MILLS LIMITED
AGARTALA. TRIPURA.
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(THE INDIAN COMPANIES ACTS)
MEMORANDU F ASSOCIATION
OF
TRIPURA JUTE MILLS LIMITED
NAME
J. The name of the Company shall be "TRIPURA JUTE MILLS
LIMITED."
REGISTERED OFFICE
II. The Registered Office of the Company shall be at Badarghat, post
Office.c.Agartala O. N. G. c, Agartala-799014, District-West Tripura,
Tripura.
OBJECTS
Ill. The objects, for which the Company is established are :-
(A) Main objects of the company are :-
1. To Acquire on freehold, perpetual or lease-hold, tenure or otherwise
any suitable land or lands at Agartala or at any other place or places
in Tripura,
2. To carryon the business of spinners, weavers, manufacturers,
balers and pressers of jute cuttings, jute rejections, hemp, and any
other fibrous material and the cultivation thereof, and the business
of buyers, sellers and dealers of jute, jute cuttings, jute rejections,
hemp, and any other fibrous material, and goods Or merchandise
made thereof and to transact all manufacturing or curing and
preparing processes and mercantile business that may be necessary
or expedient and to purchase and vend the raw material and
manufactured articles.
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3. To purchase and hold in free or on lease or otherwise and to make
advances or any land or lands in India or elsewhere and to
purchase, acquire, hire, hold, make and maintain roads, canals,
watercourses, ferries, piers, wharves and other ways. and to make,
construct, purchase, acquire, hire, hold, improve>: alter. manage,
let, sell, exchange, barter and dispose of lands leases, buildings,
warehouses, works, railways, sidings, tramways and other engines,
machinery and apparatus whatsoever for the purposes of the
said business or any extension thereof.
(B) Objects incidental and ancillary to the main objects; V'
1. To erect upon the said land to be acquired as aforesaid and upon
any other lands anti. property which may hereafter be purchased
or leased or acquired by the said Company such mills, buildings,
houses and structures etc as may be required for carrying on the
said business or businesses and to purchase and put into working
‘ AIAVers-v: mt;
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to.)
(THE INDIAN COMPANIES ACTS)
MEMORANDUMJF ASSOCIATION
OF
TRIPURA JUTE MILLS LIMITED
NAME
1. The name of the Company shall be “TRIPURA JUTE MILLS
LIMITED.”
REGISTERED OFFICE
II. The Registered Office of the Company shall be at Badarghat, Post
Office—Agartala O. N. G. C., Agartala—799014, District—West Tripura,
Tripura.
OBJECTS
III. The objects, for which the Company is established are 2—-
(A) Main objects of the company are :—
To Acquire on freehold, perpetual or lease-hold, tenure or otherwise
any suitable land or lands at Agartala or at any other place or places
in Tripura. ‘
To carry on the business of spinners, weavers, manufacturers,
balers and pressers of jute cuttings, jute rejections, hemp, and any
other fibrous material and the cultivation thereof, and the business
of buyers, sellers and dealers of jute, jute cuttings, jute rejections,
hemp, and any other fibrous material, and goods or merchandise
made thereof and to transact all manufacturing or curing and
preparing processes and mercantile business that may be necessary
or expedient and to purchase and yend the raw material and
manufactured articles.
To purchase and hold in free or on lease or otherwise and to make
advances or any land or lands in India or elsewhere and to
purchase, acquire, hire, hold, make and maintain roads, canals,
watercourses, ferries, piers, wharves and other ways , and to make,
construct, purchase, acquire, hire, hold, improve, alter, manage,
let, sell, exchange, barter and dispose-of lands leases, buildings,
warehouses, works, railways, sidings, tramways and other engines,
machinery and apparatus whatsOever for the purposes of the
said business or any extension thereof.
(B) Objects incidental and ancillary to the main ob jects; V"
To erect upon the said land to be acquired as aforesaid and upon
any other lands and property which may hereafter be purchased
or leased or acquired by the said Company such mills, buildings,
houses and structures etc as may be required for carrying 0n the
said business or businesses and to purchase and put into working
( 2 )
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order such machinery ani other accessories as may from time to ~
time be required for carrying on;je said business or businesses or
any of them. .
2. To cultivate the lands and properties of the Company and to
develop the resources of the same by draining, clearing planting
pasturing or farming and for the purposes aforesaid to purchase
from time to time such live-stock and employ such labour, arid
from time to time sell all or any part of the live or dead stock,
timber and produce of the said lands as may be necessary for
carrying on the businees of planting and farming and pasturing
of the lands.
To enter into any contract or arrangement of other dealing
for the efficient conduct of the traffic or business of the
Company or any part thereof.
3. To carryon any other business which may seem to the Company
capable of being conveniently carried on in connection with or in
relation to the aforementionei businesses or any of them or
calculated directly or indirectly to enhance the value of Or render
profitable any of the Company's property or rights.
To acquire and undertake the whole or any part of the business
property and liabilities of any person or Company earring on any
business which the Company is authorised to carryon or possess
suitably for the purposes of this Company .
To enter into partnership or any arrangement for sharing profits,
union of interests, co-operation, joint adventure, reciprocal concession
or otherwise or amalgamate with any person or Company
carrying on or engaged in or about to carryon or engaged in
any business or transaction capable of being carried or conducted
SO as directly or indirectly to benefit t ais Company and to lend
money to or gurantee the contracts of, or otherwise assist any
such person of Company and to take or otherwise acquire shares
and securities of any such Company or in any other Company
having objects altogether or in part similar to those of this
Company and to sell, hold, reissue with or without guarantee Or
otherwise deal with the same.
6. To sell, let, exchange or otherwise dell with the undertaking of
the Company or ony part thereof for such consideration as the
Company may think fit, and in particular for shares, debentures
or securities of any other Company having objects altogether or
in part similar to those of the Company and if thought fit to
distribute the same among the shareholders of this Company.
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(2)
order such machinery and other accessories as may from time to 3)
time be required for carrying on tie said business or businesses or
any of them.
To cultivate the lands and properties of the Company and to
develop the resources of the same by draining, clearing planting
pasturing or farming and for the purposes aforesaid to purchase
from time to time such live-stock and employ such labour, and
from time to time sell all or any part of the live or dead stock,
timber and produce of the said lands as may be newssary for
carrying On the businees of planting and farming and pasturing
of the lands.
To enter into any contract or arrangement of other dealing
for the eflicient conduct of the traffic or business of the
Company or any part thereof.
To carry on any other business which may seem to the Company
capable of being conveniently carried on in connection with or in
relation to the aforementioned businesses or any of them or
calculated directly or indirectly to enhance the value of 0r render
profitable any of the Company’s property or rights.
To acquire and undertake the whole or any part of the business
property and liabilities of any person or Company earring on any
business which the Company is authorised to carry on or possess
suitably for the purposes of this Company.
To enter into partnership or any arrangement for sharing profits,
union of interests, co-operation, joint adventure, reciprocal concession
or otherwise or amalgamate with any person or Company
carrying on or engaged in or about to carry on or engaged in
any business or transaction capable of being carried or conducted
so as directly or indirectly to benefit this Company and to lend
money to or gurantee the contracts of, or otherwise assist any
such person of Company and to take or otherwise acquire shares
and securities of any such Company or in any other Company
haying objects altogether or in part similar to those of this
Company and to sell, hold, reissue with or without guarantee or
otherwise deal with the same.
To sell, let, exchange or otherwise deal with the undertaking of
the Company or ony part thereof for such consideration as the
Company may think fit, and in particular for shares, debentures
or securities of any other Company having objects altOgether or
in part similar to these of the Company and if thought fit to
distribute the same among the shareholders of this Company.
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( 3 )
7. To promote any other Company for the purpose of acquirrng all
or any of the property and liabilities of this Company or for any
other purpose which may seem directly or indirectly calculated
to benefit this Company.
2. To receive on deposit at interest or otherwise and to lend money
on mortgage of immovable property or on hypothecation or
pledge of mcvahle property to such person and on such terms
as may seem expedient and in particular to customers cf and
persons having dealings with the Company. .
9. To purchase or otherwise acquire any patents, brevets d' invention,
license, 'concessions, monopolies, and the like conferring any
exclusive or non-exclusive or limited right to use any invention
which may seem capable of being used for any of the purposes
of the Company of the acquisition of which may seem calculated
, directly or indirectly to benefit this Company and to use, exercise,
develop or grant licenses in respect of or otherwise turn to account
the property and rights so acquired.
10. To enter into any arrangement or arrangements or contract with
the Government of India or any local Government with any
authorities, municipal, local or otherwise, or with other persons
that may seem conductive to the Company's object or any of
them, and to obtain from such Government or authorities any
rights, privileges and concessions which the Company may
think it desirable to obtain, and to carry out, exercise and
with any seem arrangements, contract rights, previleges and
concessions.
1]. To establish and supports or aid in the establishment and support
of associations, institutions, funds, trusts, etc. calculated to benefit
employees or ex-employees of the Company or the dependents or
connections of such persons and to make payments towards
insurance and to subscribe or guarantee money for charitable or
benevolent objects or for any exhibition or for any public, general
or useful object.
12. To make, accept, endorse, execute and issue Promissory Notes, Bills of
Exchange, Bills of Lading, Debentures and other" negotiable or
transferable instruments.
13. To invest or deposit the moneys of the Company not immediately
required upon such securities or in such manner as may from time
to time be determined by the Company.
14. To gaurantee the performance of contracts by members of or
persons having dealings with the Company.
1 'i. To borrow or raise or secure the payment of money in such
manner as the Company shall think fit and in particular by
"éffijisggv'n' ”—rrr c e:
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12.
(3)
To promote any other Company for the purpose of acquiring all
or any of the property and liabilities of this Company or for any
other purpose which may seem directly or indirectly calculated
to benefit this Company.
To receive on deposit at interest or otherwise and to lend money
on mortgage of immovable property or on hypothecation or
pledge 0f movable property to such person and on such terms
as may seem expedient and in particular to customers of and
persons having dealings with the Company. _
To purchase or otherwise acquire any patents, brevets d’ invention,
license, hencessions, monopolies, and the like conferring any
exclusive or non~exclusive or limited right to use any invention
which may seem capable of being used for any of the purposes
of the Company of the acquisition of which may seem calculated
directly or indirectly to benefit this Company and to use, exercise,
develop or grant licenses in respect of or otherwise turn to account
the property and rights so acquired.
To enter into any arrangement or arrangements or contract with
the Government of India or any local Government with any
authorities, municipal, local or otherwise, or with other persons
that may seem conductive to the Company’s object or any of
them, and to obtain from such Government or authorities any
rights, privileges and concessions which the Company may
think it desirable to obtain, and to carry out, exercise and
with any seem arrangements, contract rights, previleges and
concessions.
To establish and supports or aid in the establishment and support
of associations, institutions, funds, trusts, etc. calculated to benefit
employees or ex-employees of the Company or the dependents or
connections of such persons and to make payments towards
insurance and to subscribe or guarantee money for charitable or
benevolent objects or for any exhibition or for any public, general
or useful object.
To make, accept, endorse, execute and issue Promissory Notes, Bills of
Exchange, Bills of Lading, Debentures and other negotiable or
transferable instruments.
To invest or deposit the moneys of the Company not immediately
required upon such securities or in such manner as may from time
to time be determined by the Company.
To gaurantee the performance of contracts by members of or
persons having dealings with the Company.
To borrow or raise or secure the payment of money in such
manner as the Company shall think fit and in particular by
( 4 )
the issue of debentures or debenture stock perpetual or otherwise Jt-.
charged upon all or any of the Company's property (both
present and future) including its uncalled capital, if any, and to
apply to the same or any part thereof for all or any purposes of
the Company and to purchase, redeem or payoff any such securities .
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16. To remunerate any person or Corn pauy for services rendered or
to be rendered in placing or assisting to place or guaranteeing the
placing c f any of the shares in the Company's capital or any
debentures, debenture-stock or other securities of the Company or
in or about the formation or promotion of the Company or the
conduct of its buiness.
17. To establish agencies or branches for the purchase and sale of goods
of all descriptions in India or elsewhere and to undertake the
'management of any Company or Companies having objects
altogether or in part similar to those of this Company.
18. To manage, let, mortgage, sell, underlet, or otherwise turn to
account, dispose of, or deal with all or any part of the real or
immovable and personal or movable property and rights of the
Company whenever and however acquired.
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And generally to do and perform all such other acts and things as
may in the opinion of the Company for the time being be incidental
or conducive to the attainment of the above objects or any of
them .
To do all or any of the above things as principals, agents,
contractors, trustees or otherwise and either alone or in conjunction
with others.
IV MEMBERS' LIABILITY
The liability of the members is limited.
V "The authorised share capital of the company is Rs. J~OO,OO,OOO/-
devided into l~OO,OOOnumbers of Equity Shares of Rs. IOO/-each
with power to issue any of the shares in the capital, original or
Increased with or subject to and preferential, special or qualified
righ ts or conditions as regards dividends, repayment of capital voting
or otherwise."
We, the several persons whose names and addresses are subscribed are
desirous of being formed into a Company in persuance of this Memc-
randum of Association, and we respectfully agree to take the number
of shares in the capital of the Company set opposite to our respective
names •.
I6.
17.
18.
19.
(4)
the issue of debentures or debenture stock perpetual or otherwise
charged upon all or any of the Company’s property (both
present and future) including its uncalled capital, if any, and to
apply to the same or any part thereof for all or any purp0ses of
the Company and to purchase, redeem or pay off any such securities.
0
To remunerate any persm or Company for services rendered or
to be rendered in placing or assisting to place or guaranteeing the
placing (fany of the shares in the Company’s capital or any
debentures, debenture-stock or other securities of the Company or
in or about the formation or promotion of the Company or the
conduct of its buiness.
To establish agencies or branches for the purchase and sale of EOOdS
of all descriptions in India or elsewhere and to undertake the
‘management of any Company or Companies having objects
altogether or in part similar to those of this Company.
To manage, let, mortgage, sell, underlet, or otherWise turn to
account, dispOSe of, or deal with all orany part of the real or
immovable and personal or movable property and rights of the
Company whenever and however acquired.
And generally to do and perform all such other acts and things as
may in the opinion of the Company for the time being be incidental
or conducive to the attainment of the above objects or any of
them. I
To do all or any of the above things as principals, agents,
contractors, trustees or otherwise and either alone or in conjunction
with others.
MEMBERS’ LIABILITY
The liability of the members is limited.
“The authorised share capital of the company is Rs. 1040000000,"-
devided into 1a,00,000 numbers of Equity Shares of Rs. 100/—each
with power to issue any of the shares in the capital, original or
Increased with or subject to and preferential, special or qualified
rights or conditions as regards dividends, repayment of capital voting
or otherwise.”
We, the several persons whose names and addresses are subscribed are
desirous of being formed into a Company in persuance of this Meme-
randum of Association, and we respectfully agree to take the number
of shares in the capital of the Company set opposite to our respective
names.
( 5 )
Nc.
Names, address
and description
of subscriber
Signature of
subscriber
Signature of
witnesses,
addresses,
description,
occupation
Sd/- C.R. Bhatta-
charjee
Officer-on-
Special Duty
(project) Govt. cf
Tripura, Agartala
Sd/- M.l.
Bhatt
Dy. Director
of Industries
Tripura,
Agartala
Dated, Agartala the day of .1974
t 2 3 4
No. of shares
taken by each
subscriber
1. For Governor of
Tripura
A. Sinha
et« Late K.C.
Sinha
Sd/-(A. ~inha)
Development
Com missioner-
cum-Secretary
to the Govt. of
Tripura. Depa-
rtment of
Industries
Agartala. For
and on behalf
of Governor.
59,999
(equity shares)
2. Director of 1
Industries Govt. (equity snares) Sd/- R.P. Sen Gupta
Director of Industries
Tripura.
of Tripura
Agartala
R.P. ~en Gupta
st« La~e Abinash
Ch. Sen Gupta
Total: 60,flOO ( Sixty thousand)
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El. Names, address No. of shares Signature of Signature of
NC. and description taken by each subscriber witnesses,
of subscriber subscriber addresses,
. description,
occupation
i 2 3 4 5
1. For Governor of 59,999 Sd/—(A. Sinha) Sd/- C.R. Bhatta-
Tripura (equity shares) Development charjee
A. Sinha Commissioner- Officer-on-
S/o. Late K.C. cum-Secretary Special Duty
Sinha to the Govt. of (project) 0th. cf
Tripura. Depa- Tripuw, Agartala
. rtment of
Industries
Agartala. For
and on behalf
of Governor.
t; 2. Director of 1
: Industries Govt. (equity snares) Sd/- R.P. Sen Gupta Sd/- MJ.
a; of Tripura Director of Industries Bhatt
% Agartala Tripura. Dy. Director
? R.P. Sen Gupta of Industries
i S/o. Late Abinash Tripura,
Ch. Sen Gupta A gartala
Total : 60,000( Sixty thousand )
Dated, Agartala................................. the day of 1974
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ARTICLES OF ASSOCIATION
OF
TRIPURA JUTE MILLS LTD .
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ARTICLES 0F ASSOCIATION
OF
TRIPURA June MILLS LID,»
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SHARE CAPITAL AND VARIAT~ON OF RIGHTS
4. "The authorised share capital of the company is Rs- 1lOO,OO,OOOI-
d.evided into 1(l00,000 nos. of Equity Shares of Rs. 100/- each with power to
increase or reduce the capital."
5. Subject to the provision, if any, in that behalf of the Memorandum
of ASsociation of the Company and, without prejudice' to any special rights
previously conferred on the holders of existing shares in the company, any
share. in the Company may be issued with such prefferred, perpetual or other
speclal rights or such restrictions whether in regard to dividend, voting,
return of share capital or otherwise as the Company may from time to time
by special resolutions determine and any preference share may with the
sanction of a special resolution be issued on the terms that it is or at the
option of the company shall be liable to be redeemed.
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6. 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 <J the shares cf that class) may subject to the provisions of
the Act anJ whether or not the Company is being wound. up, be varied with
the consent in writing of the holders of the issued s'iares of that class or with
sanction of special resolution passed at a separate general meeting of the
holders cf the shares of that class. 'The previsions of these regulation relating
to general meetings shall mutatis mutandis apply, to every such separate
general meeting, but so that the necessary quorum shall be two persons at
least holding or representing by proxy one third of the issued share of that
class.
7. The rights conferred upon the holders of the shares cf any cI~ss
issued with pr-eferred or other rights shall not, unless otherwise expressly
provided by the terms of issue of the shares of that class, be d.eemed to be
aried by the creation or issue of further shares ranking pari passu theirwith.
8. (i) Tne company may exercise the powers of payi:1g commissions
.onferred by section 76 of the Act-provided that the rate of such commiss-
.on or the amount of the commission paid or agreed to be paid shall be
lisclosed in the manner required by that section.
(ii) The rate of the commission shall not exceed the rate of five
ercent of the price at which the shares in respect whereof the same is paid
re issued or an amount equal to five percent of such price as the case
nay be.
(iii) The commission may be satisfied by the payment in cash of the
allotment of fully or partly paid shares or partly in the one way and partly
in the other.
,V (2)
SHARE CAPITAL AND VARIATION OF RIGHTS
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4. “The authorised share capital of the company is Rs. 1100,00,000/-
1 devided into 10.00300 nos. of Equity Shares of Rs. 100/- each with power to
increase or reduce the capital}?
5. Subject to the provision, if any, in that behalf of the Memorandum
of Association of the Company and, without prejudice to any special rights
previously conferred on the holders of existing shares in the company, any
:share, in the Company may be issued with such prefferred, perpetual or other
special rights or such restrictions whether in regard to dividend, voting,
return of share capital or otherwise as the Company may from time to time
by special resolutions determine and any preference share may with the
sanction of a special resolution be issued on the terms that it is or at the
option of the company shall be liable to be redeemed.
6. 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 cf the shares cf that class ) may subject to the provisions of
the Act and whether or not the Company is being wound up, be varied with
: the consent in writing of the holders of the issued shares of that class or with
' sanction of special resolution passed at a separate general meeting of the
holders of the shares of that class. The provisions of these regulation relating
to general meetings shall mutatis mutandis apply, to every such separate
1 general meeting, but so that the necessary quorum shall be two persons at
_ least holding or representing by proxy one third of the issued share of that
‘ class.
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
aried by the creation or issue of further shares ranking pari passu theirwith.
8. (i) The company may exercise the powers of paying commissions
‘onferred by section 76 of the Act—provided that the rate of such commiss-
on or the amount of the commission paid or agreed to be paid shall be
nisclOsed in the manner required by that section.
(ii) The rate of the commission shall not exceed the rate of five
ercent of the price at which the shares in respect whereof the same is paid
re issued or an amount equal to five percent of such price as the case
ay be.
(iii) The commission may be satisfied by the payment in cash of the
f llotment of fully or partly paid shares or partly in the one way and partly
- in the other.
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ARTICLES OF ASSOCIATION OF TRIPURA JUTE MILLS LIMITE.
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Interpretation
1. In these Articles unless there be anything repugnant in the objec
"
or context.L
(a) "The Company" means Tripura Jute Mills Limited.
(b) "The Act" means the Companies Act, 1956 (Act No. 1 of 1956)
or any other Act or Acts in force concerning Companies an
affecting the Company.
(c) "The Governor" means the Governor, Tripura.
(d) "The Directors" means the Directors of the Company for the tim
being.
(e) "Month" means and English calendar month.
(f) "Chairman" means the Chairman of the Board of Directors of th
Company.
(g) "Office" means the Registered Office of the Company.
(h) "Bye-laws"means the Bye-laws which may be framed by the Boar
of Directors of the Company under these Articles and which ma
for the time being be in force.
(i) "The Board of Directors" means the Board cf Directors assembled a
a meeting of the Directors duly called on or constituted cr as th
case may be by the Directors assembled at a Board.
2. The Regulations contained in Table A in Schedule I of the Act shal
apply to the Company in so far as. they are applicable to private companie
and are not amended, modified or substituted by the following articles.
3. The Company is a Private Company, and accordingly.c,
(a) The righ t to transfer shares of the Company is restricted in the
manner thereinafter appearing;
(b) The number of members of the Company (not including (i) persons
who are in the employment of the Company, and (ii) persons who,
having formerly been in the employment of the Company were
members of the Company wh i'st in that employment and have
continued to be members after the employment ceased)
shall be limited to 50 (fifty) provided that for the purposes of
this provision, where two or more persons hold one or more share
or shares in the Company jointly, they shall be treated as a single
member and:
(c) No invitation shall be issued to the public to subscribe for any
shares in or stock or debentures of the Company.
’1.
‘ ARTICLES OF ASSOCIATION OF TRIPURA JUTE MILLS LIMITEV
Interpretation
‘ I. In these Articles unless there be anything repugnant in the objec
or context...
(a) “The Company” means T ripura Jute Mills Limited.
(b) “The Act” means the Companies Act, 1956 (Act NO- 1 Of 1956)
or any other Act or Acts in force concerning Companies an
affecting the Company.
(c) “The Governor” means the Governor, Tripuxa.
(d) “The Directors” means the Directors of the Company for the tim
being.
(e) “Month” means and English calendar month.
(f ) “Chairman” means the Chairman of the Board of Directors of th
Company.
(g) “Office” means the Registered Oflice of the Company.
(h) “Bye-laws”means the Bye-laWS which may be framed by the Boar
of Directors of the Company under these Articles and which ma
for the time being be in force. '
(i) “The Board of Directors” means the Board of Directors assembled a
a meeting of the Directors duly called on or co'nstituted or as the
case may be by the Directors assembled at a Board.
2. The Regulations contained in Table A in Schedule I of the Act shalj
apply to the Company in so far as , they are applicable to private companie
and are not amended, modified or substituted by the following articles.
3. The Company is a Private Company, and accordingly._~
(a) The right to transfer shares of the Company is restricted in the
manner thereinafter appearing ;
(b) The number of members of the Company ( not including (i) persons
who are in the emp10yment of the Company, and (ii) persons who,
having formerly been in the employment of the Company were
members of the Company whilst in that employment and have
continued to be members after the employment ceased)
shall be limited to 50 (fifty) provided that for the purposes of
this provision, where two or more persons hold one or more share
or shares in the Company jointly, they shall be treated as a single
member and :
(c) No invitation shall be issued to the public to subscribe for any
shares in or stock or debentures of the Company.
I
( 3 )
.~ (iv) The company may also, on any Issue of shares, pay such
brckerage as may be permissible in law.
9. 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
shan', or any interest in any fractional part of a share, or (except only as
by these regulations or by law otherwise prcvided ) any other rights in res-
pect of any share except an absolute right to the entirely thereof in the
registered holder.
10. (1) Every person whcse name is entered es a me-mber in the
register of members shall be entitled to receive within two months after the
application for the registration of transfer or three months after allotment
of shares ( unless the conditions of issue provide otherwise) :-
(a) One certificate for all his shares without payment or
(b) several certificates each for one or more of his shares, upon
payment of one rupee for every certificate after the first.
L
,
(ii) Every certificate shall be under the seal and shall specify the
shares to which it relates and amount paid up thereon.
t'
(iii) In respect of any share of shares held jointly be several persors
the Company shall not be " bound to issue more than one certificate, and
delivery of a certificate for share to anyone of several joint holders shall be
sufficient delivery to all such holders.
11. If a share certificate is defaced, lost or destroyed, it may be renewed
on payment of such fee, if any, not exceeding fifty paise, and on such terms,
if any, as to evidence and indemnity and the payment of out-of-pocket
expenses incurred by the Company in investigating evdence, as the Directorr
think fit.
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12. Except to the extent allcwed by the Act no part of the funds of the
Company shall be employed in the purchase of, or in leans upon the security
of the Company's share.P,
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13. The Company shall have a first and paramount lien on every share
(not being a fully paid share, for all moneys (whether presently payable or
not) called, or payable at a fixed time in respect cf that share, and the
Company shall also have a lien on all shares ( not being fully paid shares)
standing registered in the name of a person, for all moneys presently payable
by him or his estate to the Company but the Beard of Directors mayy
q“ rm; .. .
(3)
(iv) The company may also, on any issue of shares, pay such
l:r:kerage as may be permissible in law.
9. Except as required bylaw, 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 res-
pect of any share except an absalute right to the entirely thereof in the
registered holder.
10- (1) Every person thse name is entered as a member in the
register of members shall be entitled to receive within two months after the
application for the registration of transfer or three months after allotment
of shares ( unless the conditions of issue provide otherwise ) :—
(a) One certificate for all his shares without payment 0r
(5) several certificates each for one or more of his shares, upon
Payment of one rupee for every certificate after the first.
(ii) Every certificate shall be under the seal and shall specify the
shares to which it relates and amount paid up thereon.
(iii) In respect of any share of shares held jointly be several persons
the Company shall not be » bound to issue more than one certificate, and
delivery of a certificate for share to any one of several joint holders shall be
sufficient delivery to all such holders-
II. If a share certificate is defaced, lost or destrOyezl, itmay be renewed
'0“ Payment of such fee, if any, not exceeding fifty paise, and on such terms.
if any, as to evidence and indemnity and the payment of out-of-pocket
expenses incurred by the Company in investigating evdence, as the Directorr
think fit.
12. Except to the extent allowed by the Act no part of the funds of the
Company shall be employed in the purchase of, or in loans upon the security
of the Company’s share.
LIEN
13. The Company shall have a first and paramount lien on every share
(not beingafully paid share, for all moneys (whether presently payable or
not) called, or payable atafixed time in respect cf that share, and the
Company shall also have a lien on all shares ( not being fully paid shares)
standing registered in the name of a person, for all moneys presently payable
by him or his estate to the Company but the Bcard of Directors may
( 4 )
at any time declare any share tv be wholly or in part exempt from the
provisions of this clause. The Company's lien, if any, on a share shall
extend to all dividends payable thereon.
14. The Company may sell, in such manner as the 'Board of Directors
think fit, any shares on which the Company has a lien, but no sale shall be
• made unless a sum in respect of which the lien exists is presently payable;
or until the expiration of fourteen days after a notice in writing, stating and
demanding payment of such amount.in respect of which the lien exis's as is
presently payable, has been given to the registered holder for the time l::eir.g
of the share of the person entitled thereto by reason of his death or
insolvency,
1~. The proceeds of the sale shall be received by the Company and
appl'e t in payment of such amount in respect of which the lien exis's as is
presently payable and the residue, if any, shall subject to a like lien for sums
not presently payable as existed upon the shares prior to the sale, be paid
to the persons entitled to the shares at the date of the sale, The. purchaser
shall be registered as the holder of shares and he shall not be bound to see
to the application of the purchase money, nor shall his title to the shares be
affected by the irregularity or invalidity in the proceedings in reference to
the sale.
CALL ON SHA RE~
16. The Board of Directors may from time to time, make calls as it
thinks fit upon the members in respect of any moneys unpaid on the shares
hold by them respectively and not by the conditions of allotment thereof
made payable at fixed times, and each member shall pay the amount of
every C911 SO made on him to the persons and at the time or and pJace speci-
fied by the Board of Directors. A Call maybe made pa yable by instalments :
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 dale fixed for the
payment of the last preceding call.
17. Any money due by the Company to a Share holder may without
the consent of such Share holder be applied by the Company in or towards
payment of any money due by him to the Company for calls otherwise.
18. (i) Each member shall, subject to receiving atleast fourteen days'
notice specifying" the time or times and place of payment pay to the
Company at the lime or times and place so specified, the amount called on
his shares.
(ii) A call may be revoked or"postponed at the discretion of the
Board of Directors.
(4)
at any time' declare any share to be Wholly or in part exempt from the
provisions of this clause. The Company’s lien, if any, ona share shall
extend to all dividends payable thereon.
14. The Company may sell, in such manner as the'Board of Directors
think fit, any shares on which the Company has a Lien, but no sale shall be
made unless a sum in respect of which the lien exists is presently payable ;
or until the expiration of fourteen days after a notice in writing, stating and
demanding payment of such amount in respect of which the lien exis's as is
presently payable, has been given to the registered holder for the time being
of the share of the person entitled thereto by reason of his death or
insolvency.
15. The proceeds of the sale shall be received by the Company and
appliel in payment of such amount in respect of which the lien exis‘s as is
presently payable and the residue, if any, shall subject to a like lien for sums
not presently payable as existed upon the shares prior to the sale, be paid
to the persons entitled to the shares at the date of the sale. The, purchaser
shall be registered as'the holder of shares and he shall not be bound to see
to the application of the purchase money, nor shall his title to the shares be
affected by the irregularity or invalidity in the proceedings in reference to
the sale. '
CALL ON SHARES
16. The Board of Directors may from time to time, make calls as it
thinks fit upon the members in respect of any moneys unpaid on the shares
hold by them respectively and not by the conditions of allotment thereof
made payable at fixed times, and each member shall pay the amount of
every call so made on him to the persons and at the time or and place speci-
fied by the Board of Directors. A Call may be made payable by instalments:
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.
17. Any money due by the Company toa Share holder may without
the consent of such Share holder be applied by the Company in or towards
payment of any money due by him to the Company for calls otherwise.
18. (i) Each member shall, subject to receiving atleast 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.
(ii) A call may be revoked orr‘postponed at the discretion of the
Board of Directors.
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.
FORFEITURE OF ~HARES
23. If a member fails to pay any call or instalment of a call on the day
appointed for payment thereof, the Board of Directors 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 cr
instalment as is unpaid, together with any interest which may have accrued.
24. The notice shall name a further day ( not being earlier than the
expiry of fourteen days, from the date of service of notice) on or before
which the payment required by the notice is to be made and state that, in
the event of non-payment of the amount on or before the day so named, the
shares in-respect of which the call was made will be liable to be forfeited.
25. If the requirements of any such notice as aforesaid are not com-
plied 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 of Directors to that effect,
( 5 )
A call shall be.deemed to have been made at the time when, tl.e reso-
lution of the Board of Directors authorising the call was passed and may be
required to be paid by instalments.
19. The joint holders of a share shall be jointly and severally liable to
pay all calls in respect thereof.
20. 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 at the rate of nine percent per annum or at such
lower rate, if any, as the Board of Directors may determine from the day
appointed for the payment thereof to the time of actual payment but tl.e
Board of Directors shall be at liberty to waive payment of any such interest
wholl y or in part.
21. The provisions of these regulations as .to payment of interest shall
apply in the case of non-payment of any sum which, by terms of issue of a
share becomes pa yable at a fixed time whether on account of-the nominal
value of the share or by way of premium, as if the same had become payable
by virtue of a call duly made and notified.
22. The Board of Directors may, if it thinks fit, receive from any
member willing to advance the same all or any p~rt of the moneys uncalled
and unpaid upon any shares held by him, and upon all or any of the moneys
so advanced may (until the same would but for such advance, become
presently payable) pay interest at such rate (not exceeding, without the
sanction of the Company in general meeting, six percent per annum) as may
be agreed upon between the member paying the sum in advance and the
Board of Directors.
Watt
(5)
A call shall be deemed to have been made at the time when tlte reso-
lution of the Board of Directors authorising the call was passed and may be
required to be paid by instalments.
19. The joint holders of a share shall be jointly and severally liable to
pay all calls in respect thereof.
20. 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 at the rate of nine percent per annum or at such
lower rate, if any, as the Board of Directors may determine from the day
appointed for the payment thereof to the time of actual payment but the
Board of Directors shall be at liberty to waive payment of any such interest
wholly or in part.
21. The provisions of these regulations as to payment of interest shall
apply in the case of non-payment of any sum which, by terms of. issue of a
share becomes payable at a fixed time whether on account ofthe nominal
value of the share or by way of premium, as if the same had become payable
by virtue of a call duly made and notified.
22. The Board of Directors may, if it thinks 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 upon all or any of the moneys
so advanced may (until the same would but for such advance, become
presently payable) pay interest at such rate ( not exceeding, without the
sanction of the Company in general meeting, six percent per annum ) as may
be agreed upon between the member paying the sum in advance and the
Board of Directors.
FORFEIT'URE OF SHARES
23. If a member fails to pay any call or instalment of a call on the day
appointed for payment thereof, the Board of Directors 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 cr
instalment as is unpaid, together with any interest which may have accrued.
24. The notice shall name a further day (not being earlier than the
expiry of fourteen days, from the date of service of notice) on or before
which the payment required by the notice is to be made and state that, in
the event of non-payment of the amount on or before the day so named, the
shares iii-respect of which the call was made will be liable to be forfeited.
25. If the requirements of any such notice as aforesaid are not com-
plied with, any share in respect of which the notice has been given may
at any time thereafter, before the payment required by the nbti‘ce‘ has been
made, be forfeited by a resolution of the Board of Directors to that efi‘ect,
,.
( 6 )
and, when any share is forfeited an entry of the forfeiture with the date
thereof shall be made in the Register of Members.
26. (i) Any share so forfeited shall be deemed to be the property of the
Company and may be sold or otherwise disposed of on such terms and in
such manner as the Board of Directors think fit.
(ii) The Board of Directors may, at any time before any share so forfei.e.l
shall have been sold, or disposed of otherwise, annul the forfeiture thereof
upon such Conditions as it thinks fit.
27. 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 moneys which, at the dale
of forfeiture were presently payable by him to the Company in respect of the
shares, but his liability shall ceases if and when the Company shall have
received payment in full of all such moneys in respect of the shares.
\.
28. 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 fact therein stated as against all persons
claiming to be entitled to the share. The Company may received the consi-
deration, 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. The transferee shall there upon be registered as the
holder of the share and shall not be bound to see to the application of the
purchase money, if any, nor shall his title to the share be affected by any
irregularity of invalidity in the proceedings in reference to the forfeiture sale
or disposal of the share-
29. The provisions of these Articles regarding forfeiture, shall apply in
the case of non-payment 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.
I '
TRANS 'FER OF SHARES
30. The Company shall keep a book to be called Register of Transfer
and therein enter the particulars of several transfers or transmission of any
share.
31. Subject to approval of the Governor, shares may be transferred by
a member to another member. Io shares shall be transferred to non-
‘ (6)
and, when any share is forfeited an entry of the forfeiture with the date
thereof shall be made in the Register of Members-
26. (i) Any share so forfeited shall. be deemed to be the property of the
Company and may be sold or otherwise dispOsed of on such terms and in.
such manner as the Board of Directors think fit.
(ii) The Board of Directors may, at any time before any share so forfeiiel
shall have been sold, or disposed of otherwise, annul the forfeiture thereof
upon such conditions as it thinks fit.
27. A person whose shares have been forfeited shall, cease to bea
memberin respect of the forfeited shares, but shall, notwithstanding the
forfeiture, remain liable to pay to the Company all moneys which, at the date
of forfeiture were presently payable by him to the Company in respect of the
shares, but his liability shall ceases if and when the Company shall have
received payment in full of all such moneys in respect of the shares.
28. 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 fact therein stated as against all persons
claiming to be entitled to the share. The Company may received the consi-
deration, 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 disp03ed of. The transferee shall there upon be registered as the
holder of the share and shall not be bound to see to the application of the
purchase money, if any, nor shall his title to the sharebeafl‘ected by any
irregularity of invalidity in the proceedings in reference to the forfeiture sale
or disposal of the share- '
29. The provisions of these Articles regarding forfeiture, shall apply in
the case of non-payment 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.
TRANSFER OF SHARES
30- The Company shall keep a book to be called Register of Transfer
and therein enter the particulars of several transfers or transmission of any
share. -
31. Subject to approval of the Governor, shares may be transferred by
a member to another member. No shares shall be transferred to non-
"r;
(a) a fee of two rupees is paid to the Company in respect thereof.
(b) the istrument of transfer is accom panied by the certificate of the
shares to which it relates and such other evidence as the Board of
Directorsmay resonably require to show the right of the transfer
to make the transfer, and
(c) The instrument of transfer is in respect of only one class of shares.
36. The registration of transfer may be suspended at such times and for
such periods as the Board of Directors may from time to time determine:
Provided that such registration shall not be suspended for more than
thirty days at one time and for more than fortyfive days in the agregate in
any year.
37. The Company shall be entitled to charge a fee not exceeding two
rupees on the registration of every probate, letters of administration, certificate
of death or marriage, power of attorney, or other instrument.
( 7 ) •
r member as long as any member is willing to purchage the same.
32. (i) The instrument of transfer of any share in the Company shall
be executed by or on behalf of the both transferer and transferee.
(ii) The transferer shall be deemed to remain a holder of the share
until the name of the transferer is entered in the register of members in
respect thereof.
33. Shares in the Company shall be transferred in the following form
or in any usual or common form which the Board of Directors shall approve;
"I.A.B. of in consideration of sum of Rupees paid to me by CD.
of herein after called 'the transferee' do hereby transfer to the transferee the
share (or shares) numbered to inclusive in
the undertaking called Tripura Jute Mills Limited to hold into the said
transferee, his executors, administrators and assigns subject to the several
conditions or which I hold the same immediately before the execution thereof,
and I. the transferee do hereby agree to take the said share (or shares) subject
to the conditions aforesaid."
As withness our hands this day of Withness to the signatures of, etc.
34. The Board of Directors may, subject to the right of appeal conferred
by section III, decline to register.
(a) The transfer of share, not being a fully paid share, to person of
whom it does not approve, or
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(b) Any transfer of shares on which the Com pany has a lien.
35. The Board of Directors may also decline to recognise any instrument
of transfer unless-
--
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“5334",”
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member as long as any member is willing to purchage the same.
32. (i) The instrument of transfer of any share in the Company shall
be executed by or on behalf of the both transferer and transferee.
(ii) The transferer shall be deemed to remain a holder of the share
until the name of the transferer is entered in the register of members in
respect thereof.
33. Shares in the Company shall be transferred in the following form
or in any usual or common form which the Board of Directors shall approve;
“I.A.B. of in consideration of sum of Rupees paid to me by CD-
of herein after called ‘the transferee’ do hereby transfer to the transferee the
share (0r shares) numbered“ ... .. to .. ... inclusive 1n
the undertaking called Tripura" Jute Mills Limited to hold into the said
transferee, his executors, administrators and assigns subject to the several
conditions or which I hold the same immediately before the execution thereof,
and I, the transferee do hereby agree to take the said share (or shares) subject
to the conditions aforesaid.”
As withness our hands this day of ...... Withness to the signatures of, etc.
34. The Board of Directors may, subject to the right of appeal conferred
by section III, decline to register. I
(a) The transfer of share, not being a fully paid share, to person of
whom it does not approve, or
(b) Any transfer of shares on which the Company has a lien.
35. The Board of Directors may also decline to recognise any instrument
of transfer unless—
(a) a fee of two rupees is paid to the Company in respect thereof-
(b) the istrument of transfer is accompanied by the certificate of the
shares to which it relates and such other evidence as the Board of
Directors'may resonably require to show the right of the transfer
to make the transfer, and
(c) The instrument of transfer is in respect of only one class of shares.
36. The registration of transfer may be suspended at such times and for
such periods as the Board of Directors may from time to time determine :
Provided that such registration shall not be suspended for more than
thirty days at one time and for more than fortyfive days in the agregate in
any year.
37. The Company shall be entitled to charge a fee not exceeding two
rupees on the registration of every probate, letters of administration, certificate
of death or marriage, power of attorney, or other instrument.
'I'
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( 8 )
TRANSMlfSION OF SHARES
38. (i) On the death of a member the survivor or survivors (where the
mem ber was a joint holder), and his legal representatives and where the
deceased was a sole holder his legal representatives 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.
39. (i) Any persons 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 of
.Directors and subject as hereinafter provided, elect, either.,.,
(a) to be registered himself as holder of the shares, or
(b) . to make such transfer of the share as the deceased or insolvent
member could have made.
(ii) The Board of Directors shall, in either case, have the same
right to decline or suspend registrations as it would have had, if the
deceased or insolvent member had transferred the share before his death or
insolvency.
4(\ (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 aforesaid person 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 articles
relating to the right to transfer ani the registration of transfer of shares shall
be applicable to any such notice or transfer as aforesaid as if the death or
insolvancy of the member had not occurred and the notice or transfer were
a transfer signed by that member.
41. 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 of Directors 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 within ninety days,
( 8 )
TRANSMIFSION OF SHARES
38. (i) On the death of a member the survivor or survivors (where the
member was a joint holder), and his legal representatives and where the
deceased was a sole holder his legal representatives 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.
39. (i) Any persons becoming entitled toa 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 of
Directors and subject as hereinafter pr0vided, elect, either_.
(a) to be registered himself as holder of the shares, or
(b) ‘ to make such transfer of the share as the deceased or insolvent
member could have made.
(ii) The Board of Directors shall, in either case, have the same
right to decline or suspend registrations as it would have had, if the
deceased or insolvent member had transferred the share before his death or
insolvency.
40. (i) If the person so bec0ming 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 aforesaid person 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 articles
relating to the right to transfer and the registration of transfer of shares shall
be applicable to any such notice or transfer as aforesaid as if the death or
insolvanCy of the member had not occurred and the notice or transfer were
a transfer signed by that member.
4]. 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 of Directors 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 within ninety days,
-.-.. ---- ....
•••• I0...,. ••
( 9 )
the Board of Directors may thereafter withhold payment of all dividends,
bonuses ro other moneys payable in respect of the share, until the require-
ments of the notice have been complied with.
ALTERATION OF CAPITAL
42. Subject to the approval of the Governor, the Board of Directors
may with the sanction of the Company in Generel Meeting increase, the
Share Capital by such sum, to be divided into shares of such amount, as
may be specified in the resolution.
43. fection 81 of the Act shall not apply to the Company.
44. The new shares shall be subject to the same provisions with
reference to the payment of calls lien, transfer, transmission, forfeiture and
otherwise as the shares in the original share capital.
45. Subject to the approval of the Governor, the Company in general
meeting, may alter the conditions of its Memorandum of Association as
follows :_
(a) consolidate and divide all or any of its share capital into shares
of larger amount than is existing shares;
(b) Sub-divide its existing shares or any of them into shares of smaller
amount than is fixed by the Memorandum of Association, sudject,
nevertheless, to the provisions of the Act.
c) Cancel any shares which, at the date of passing of the resolution,
have not been taken or agreed to be taken by any person.
46. The Company may, by special resolution and to such directions
as may be issued by the Governor, reduce its share capital in any manner
and with, and subject to any incident authorised and consent, required
by law.
47. The Board of Directors may, from time to time, and in accor-
dance with the provisions of the Companies Act, 1956, and, subject to the
approval of the Governor, raise or borrow or secure the payment of any
sum or sums of money for the purpose of the Company by means of
resolution passed at a meeting of the Board of Directors.
48. Subject to the approval of the Governor the Board of Directors
may raise or secure the payment or repayment of such sum or sums in
such manner and upon such terms ani conditions in all respects as it
thinks fit and in particular by the issue of debentures or debenture stock
cf the Company both present and future, including its uncalled capital for
the time being.
49. The debentures, debenture stock and other securities may be made J
a» -.. 0‘
my» ' o g
( 9 )
the Board Of Directors may thereafter withhold payment of all dividends,
bonuses r0 other moneys payable in respect of the share, until the require-
ments of the notice have been complied with.
ALTERATION OF CAPITAL
42. Subject to the approval of the Governor, the Board of Directors
may With the sanction of the Company in Generel Meeting increase, the
Share Capital by such sum, to be divided into shares of such amount, as
may be specified in the resolution.
43. Section 81 of the Act shall not apply to the Company.
44. The new shares shall be subject to the same pr0visions with
reference to the payment of calls lien, transfer, transmission, forfeiture and
otherwise as the shares in the original share capital.
45. Subject to the apprOval of the Governor, the Company in general
meeting, may alter the conditions of its Memorandum of Association as
follows :—
(a) consolidate and divide all or any of its share capital into shares
of larger amount than is existing shares;
(b) Sub-divide its existing shares or any of them into shares of smaller
amount than is fixed by the Memorandum of Association, sudject,
nevertheless, to the provisions of the Act.
e) Cancel any shares which, at the date of passing of the resolution,
have not been taken or agreed to be taken by any person.
46. The Company may, by special resolution and to such directions
as may be issued by the Governor, reduce its share capital in any manner
and with, and subject to any incident authorised and consent, required
by law.
47. The Board of Directors may, from time to time, and in accor-
dance with the provisions of the Companies Act, 1956, and, subject to the
approval of the Governor, raise or borrow or secure the payment of any
sum or sums of money for the purpose of the Company by means of
resolution passed ata meeting of the Board of Directors.
48. Subject to the approval of the Governor the Board of Directors
may raise or secure the payment or repayment of such sum or sums in
such manner and upon such terms and conditions in all respects as it
thinks fit and in particular by the issue of debentures or debenture stock
of the Company both present and future, including its uncalled capital for
the time being.
49. The debentures, debenture stock and other securities may be made
i
, I
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• IOe
( 10 )
assignable from any equities between the Company and the persons to
whom the same may be issued.
50. Subject to the approval of the Governor and subject to the sect-
ions 79 and 117 of the Act, any debenture, debenture stock bonds or other
securities may be issued at a discount premium or otherwise and with any
special privileges as to redemption, surrender, drawings and allotment of
shares.
5 l. The provisions contained in sections 171 to 186 of the Act shall
not apply to the Company.
GENERAL :MEETINGS
52. (i) (a) The Company shall, in addition to any other meetings.
hold a general meeting, which shall be styled as its annual
general meeting at the intervals, and in accordance with
the provisions, specifieI below :_
(b) The First annual gene:al meeting of the Companyshall be
held by it within eighteen months of its incorporation,
(c) The next Annual Geieral Meeting of the Company Shall be
held by it within three months after the expiry of each finan-
cial year in. accordance with the provisions of ~ection 166
of the Companies Act.
(ii) Every annual general meeting shall be called for a time during
business hour, on a day that is not a public holiday and shall be held
at such place as the Board of Directors shall decide, and the notices
calling the meeting shall specify it as the annual General meeting,
53. The Board of Directors may whenever it thinks fit. call an extra-
ordinary general meeting, 'ani an extraordinary general meeting shall
also be called on such requisition or in default, may be called by
such requisitionist, as provi Ied by the Act. If at any time they
are not within India, Directors capable of acting who are sufficient in
number to form a quorum, any Director or any two members of tee
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 dy the Board of Directors.
PROCEEDINGS AT GENERAL :MEETING
54. Seven days' notice at least (exclusive of the day on which the
notice is served or deemed to be served but inclusive of the day of the
meeting for which the notice is given), specifying the place, the day
and the hour of meeting and the general nature of business shall be
given to such member as are under the provisions of these articles
...~
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assignable from any equities between the Company and the persons to
whom the same may be issued.
50.
Subject to the approval of the Governor and subject to the sect-
ions 79 and 117 of the Act, any debenture, debenture stock bonds or other
securities may be issued at a discount premium or otherwise and with any
special privileges as to redemption, surrender, drawings and allotment of
shares.
5 l .
The provisions contained in sections 171 to 186 of the Act shall
not apply to the Company.
GENERAL MEETINGS
52. (i) (a) The Company shall, in addition to any other meetings.
(ii)
53.
54.
hold a general meeting, which shall be styled as its annual
general meeting at the intervals, and in accordance with
the provisions, specifiel below :_
(b) The First annual genesal meeting of the Company'shall be
held by it within eighteen months of its incorporation,
(c) The next Annual Ge.:eral Meeting of the Company Shall be
held by it within three months after the expiry of each finan-
cial year in. accordance with the provisions of Section 166
of the Companies Act.
Every annual general meeting shall be mlled for a time during
business hour, on a day that is not a public holiday and shall be held
' at such place as the Board of Directors shall decide, and the notices
calling the meeting shall specify it as the annual General meeting,
The Board of Directors may whenever it thinks fit, call an extra-
ordinary general meeting, and an extraordinary general meeting shall
also be called on such requisition or in default, may be called by
such requisitionist, as proviied by the Act. if at any time they
are not within India, Directors capable of acting who are sufficient in
number to form a quorum, 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 dy the Board of Directors.
PROCEEDINGS AT GENERAL MEETING
Seven days’ notice at least (exclusive of the day on which the
notice is served or deemed to be served but inclusive of the day of the
meeting for which the notice is given), specifying the place, the day
and the hour of meeting and the general nature of business shall be
given to such member as are under the provisions of these articles
·~
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( 11 )
entitled to receive notices from the Company, but the accidental ommission
to give such notice shall not invalidate the proceedinsg at any
general meeting, provided always that in giving notice of a meeting to
pass a special resolution or resolutions requiring special notice, the provisions
of the Act shall be complied with.
Every annual general meeting shall be called for a time during
business hours, on a day that is not a public holiday and shall be held
either at the Registered Office of the Company or at some other place
within the town in which the registered office of the Company is situated.
With the consent in writing of all the members a meeting may be
convened by a shorter notice than as aforesaid and in such manner as the
members may think fit !
52. All business shall be deemed special that is transacted at an
extraordinary general meeting. In the case of an annual general meeting
all business to be transacted at the meeting shall be deemed special
with the exception of sanctioning a dividend, the consideration of the
accounts, balance sheets, the reports of the Board of Director and. auditors,
the appointment of and the fixing of the remuneration of the auditors and
appointment of Directors in place of those retiring.
56. 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, save as herein otherwise provided, two members present in
person of whom one shall be a representative of the Governor shall be
a quorum.
57. If within half an hour from the time appointed for the meeting a
quorum is not present, the meeting, shall stand adjourned to the same
day in the next week at the same time and place or to such other day and
to such other time and place as the Board of Directors may determine,
and if at the adjourned meeting a quorum is not present within half an
hour from the time appointed for the meeting, the members present shall
be a quorum.
58. The Chairman, if any, of the Board of Directors shall preside as
Chairman at every general meeting of the Company.
56. If there is no such Chairman, or if at any meeting he is not present
within fifteen minutes after the time appointed for holding the meeting or is
unwilling, to act as Chairman of the meeting, the-Vice-Chairman, if any, shall
preside at the meeting. If there is no Vice-Chairman, or if at any meeting
he is not present within the time as aforesaid, or is unwilling to act as
Chairman. then the members present shall chose some Director or if no
Director is present or if all the Directors present decline to take the chair
. l
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"
(11)
entitled to receive notices from the Company, but the accidental ommission
to give such notice shall not invalidate the proceedinsg at any
general meeting, provided always that in giving notice of a meeting to
mm a special resolution or resolutions requiring special notice, the previsions
of the Act shall becomplied with.
Every annual general meeting shall be called for a time during
business hours, on a day that is not a public holiday and shall he held
either at the Registered Oifice of the Company or at some other 1313Ce
within the town in which the registered office of the Company is situated-
With the consent in writing of all the members a meeting may be
convened by a shorter notice than as afOresaid and in such manner as the
members may think fit 3
52. All business shall be deemed special that is transacted at an
extraordinary general meeting. In the case of an annual general meeting
all business to be transacted at the meeting shall be deemed special
with the exception of sanctioning a dividend, the consideration of the
accounts, balance sheets, the reports of the Board of Director and auditors,
the appointment of and the fixing of the remuneration of the auditors and
appointment of Directors in place of those retiring.
56. 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, save as herein otherwise provided, two members present in
person of whom one shall be a representative of the Governor shall be
a quorum.
57. If within half an hour from the time appointed for the meetinga
quorum is not present, the meeting, shall stand adjourned to the same
day in the next week at the same time and place or to such other day and
to such other time and place as the Board of Directors may determine,
and if at the adjourned meeting a quorum is not present within half an
hour from the time appointed for the meeting, the members present shall
be a quorum.
58. The Chairman, if any, of the Board of Directors shall preside as
Chairman at every general meeting of the Company.
56. If there is no such Chairman, or if at any meeting he is not present
within fifteen minutes after the time appointed for holding the meeting or is
unwilling, to act as Chairman of the meeting, the*Vice~Chairman, if any, shall
preside at the meeting. If there is no Vice-Chairman, or if at any meeting
he is not present within the time as aforesaid, or is unwilling to act as
Chairman, then the members present shall chose some Director or if no
Director is present or if all the Directors present decline to take the chair
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( 12 ).
they shall choose some member present to be the Chairman of the meeting.
6(,. The Chairman 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, but no business shall
be transacted at any adjourned meeting ether than the business left unfini-
shed at the meeting from which the adjournment took place. When a
meeting is adjourned for thirty days or more, notice of the adjourne:i
meeting shall be given as in the case of an original meeting. Save as
aforesaid it shall not be necessary to give any notice of an adjourned or
of the business to be transacted at an adjourned meeting.
61. At any general meeting a resolution put to the vote of the meeting
shall be decided on a show of hands, unless a poll is (before or on the
declaration of the result of the show of hands) demanded in accordance
with the provisions of the Act, and unless a poll is so demanded in declara-
tion by the Chairman that a resolution has on a show of hands beei carried,
or carried unanimously, or by a particular majority, or lost an entry
to that effect in the books of the proceedings of the company shall be
conclusive evidence of the fact without proof of the number or proportion
of the votes recorded in favour of or against, that resolution.
62. If a poll is duly demanded, it shall be taken in such manner as
the Chairman directs and the result of the poll shall be deemed to be the
resolution of the meeting at which the poll was demanded.
63. In the case of an equality of votes, whetber on a show of hands
or on a poll, the Chairman of the meeting .at which the poll show of hands
take place, or at which the poll is demanded, shall be entitled to second or
casting vote.
64. A poll demanded. on the election of a Chairman or on a question
of adjournment shall be taken forthwith. A poll demanded on any other
question shall be taken at such time as the Chairman of the meeting directs.
VOTE OF MEMBERS
65. Subject to any rights or restrictions for the time being attached
to any class or classes of shares on a show of hands every member present
in person shall have one vote; and on a PJl1 every member shall have
one vote in respect of each share held by him. The Governor may appoint
such persons as he thinks fit to act as his representative at any meeting of
the Company. A person appointed to act as aforesaid shall be deemed to
be a member of the Company and shall be entitled to exercise the same
rights and powers ( including the right to vote by proxy) as the Governor
could exercise as a member of the Company. The Governor may at any
time revoke or cancel the authority of any person as aforesaid and make
('12 ).
they shall choose some member present to be the Chairman of the meeting.
60. The Chairman may, with the consent 0f 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, but no business shall
be transacted at any adjourned meeting other than the business left unfini~
shed at the meeting from which the adjournment took place. Whena
meeting is adjourned for thirty days or more, notice of the adjourned
meeting shall be given as in the case of an original meeting. Save as
aforesaid it shall not be necessary to give any notice of an adjourned or
of the business to be transacted at an adjourned meeting.
61. At any general meeting a resolution put to the vote of the meeting
shall be decided one show of hands, unless a poll is (before or on the
declaration of the result of the show of hands) demanded in accordance
with the provisions of the Act, and unless a poll is so demanded in declara-
tion by the Chairman that a resolution has on a show of hands bee} carried,
or carried unanimously, or by a particular majority, or lost an entry
to that effect in the books of the proceedings of the company shall be
conclusive evidence of the fact without proof of the number or proportion
of the votes recorded in favour of or against, that resolution.
62. If apoll is duly demanded, it shall be taken in such manner as
the Chairman directs and the result of the poll shall be deemed to be the
resolution of the meeting at which the poll was demanded.
63. In the case of an equality of votes, whether on a show of hands
or on a poll, the Chairman of the meeting .at which the poll shOw of hands
take place, or at which the poll is demanded, shall be entitled to second or
casting vote.
64. A poll demanded on the election of a Chairman or on a question
of adjournment shall be taken forthwith. A poll demanded on any other
question shall be taken at such time as the Chairman of the meeting directs.
VOTE OF MEMBERS
65. Subject to any rights or restrictions for the time being attached
to any class or classes of shares on a show of hands every member present
in person shall have one vote; and on a poll every member shall have
one vote in respect of each share held by him. The Governor may appoint
such persons as he thinks fit to act as his representative at any meeting of
the Company. A person appointed to act as aforesaid shall be deemed to
bea member of the Company and shall be entitled to exercise the same
rights and powers ( including the right to vote by proxy ) as the GOVCrnor
could exercise as a member of the Company. The Governor may at any
time revoke or cancel the authority of any person as aforesaid and make
I“
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•
,( 13 )
fresh authorisations. An order of the Government authenticated as provided
by the Constitution of India in respect of any such authorisation or revocation
thereof as aforesaid shall be sufficient and conclusive evidence thereof.
66. Where there are joint registered holders of any share, anyone
of such persons may vote at any meeting, either personally or by proxy, in
respect of such share as if he was solely entitled thereto, and if more than
one of such joint holders be present at any meeting, personally or by proxy
that one of the said persons so present whose name stands first on the
register in respect of such share shall alone be entitled to vote in respect
thereof. Where there are several executors or administrators of a deceased
member in whose sole name any share stands anyone of such executors or
administrators may vote in respect of such share unless any other of such
executors or administrators is present at the meeting at which such. vote is
tendered and objects to the vote.
67. A member of unsound mind, or in respect of whom an order has
been mace 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.
68. 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 pail.
69. On a poll votes may be given either personally or by proxy
provided that no company shall vote by proxy as long as a resolution of
its Directors authorising any person to act as its representative at any
meeting of the Company passed in accordance with the provision of the
Act, is in force.
70. Subject as aforesai I, the instrument appointing proxy shall be in
writing under hand of the appointer or his attorney duly authorised in
writing or, if the appointor is a Corporation either under the common seal,
or under the hand of on officer or attorney so authorised, and no person
shall act as a proxy unless he is a member of the Company.
71. The instrument appointing a proxy and the power of attorney or
other authority, ( if any) un:ier which it is signeI or a notarially certified
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 adjournment meeting at which the person named in the instru-
ment proposes to vote, and in default the instrument of proxy shall not be
treated as valid.
72. An instrument appointing a proxy maybe in the following form
or in any other form which the Board of Directors shall approve.
‘g‘figfifiw
,(13)
fresh authorisations. An order of the Government authenticated as provided
by the Constitution of India in respect of any such authorisation or revocation
thereof as aforesaid shall be sufficient and conclusive evidence thereof.
66. Where there are joint registered holders of any share, any one
of such persons may vote at any meeting, either personally or by proxy, in
respect of such share as if he was solely entitled thereto, and if more than
one of such joint holders be present at any meeting, personally or by proxy
, that one of the said persons so present whose name stands first on the
register in respect of such share shall alone be entitled .to vote in respect
thereof. Where there are several executors or administrators of a deceased
member in whose sole name any share stands any one of such executors or
administrators may vote in respect of such share unless any other of such
executors or administrators is present at the meeting at which suchrvote is
tendered and objects to the vote.
67. 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.
68. 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 pail.
69. On a poll votes may be given either personally or by proxy
provided that no company shall vote by proxy as long as a resolution of
its Directors authorising any person to act as its representative at any
meeting of the Company passed in accordance with the provision of the
Act, is in force. ,
70. Subject as aforesaii, the instrument appointing proxy shall be in
writing under hand of the appointer or his attorney duly authorised in
writing or, if the appointer is a Corporation either under the common seal,
or under the hand of on officer or attorney so authorised, and no person
shall act as a proxy unless he is a member of the Company.
71. The instrument appointing a proxy and the power of attorney or
other authority, ( if any ) under which it is signed or a notarially certified
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 adjournment meeting at which the person named in the instru-
ment proposes to vote, and in default the instrument of proxy shall not be
treated as valid. '
72. An instrument appointing a prOxy may be in the following form
or in any other form which the Board of Directors shall approve.
; ,~
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( 14 )
"I ,..........••........ of , in the
district of ................•.•................ being a member of The Tripura Jute
Mills Limited, hereby appoint of in the
di tit f e: '1' lis r (; 0 •••.•..••...•••..'...... ...... " or lallng len....•..........•.....•................ of
........... " ..................•.............. .in the district of .....•.•.... " .
.. ' ....••............. ' .•.......... , - as my proxy to vote for me on my behalf
at the ordinary or extra-ordinary ( as the case may be ) general meeting of
the Company to be held on the ........•.................. day of ...........•.•.... , .
Signed this..................... .. ...................••....... day of
BOARD OF DIRECTORf.
73(i) Until otherwise determined by the Company in General Meeting,
the number of Directors shall not be less than two and more than twelve.
The signatories to the Memorandum of Association shall be the first Direc-
tors and they Will hold office till the Board of Directors is constituted
and the Directors are appointed by the Governor. The Governor shall
also determine the period for which each Director shall hold office.
(ii) Notwithstanding anything to the contrary contained in these
articles, so long any moneys remain owing by the Company to the Indu-
strial Development Bank of India ( IDBI) , Industrial Finance Corpo-
ration of India (IFCI), The Industrial Credit & Investment Corporation
of India Limited ( ICICI ) and Life Insurance Corporation of India (LIC) or
to any other Finance Corporation or to any other Bank or Credit Corporation
or to any other Financing Compapy or Body Gut of any loans granted by
them to the Company or so long as IDBI, IFCI, ICICI, LIC and Unit Trust
of India (UTI) or any other Financing Corporation or any other Bank or
Credit Corporation or any other Financing Ccmpany or Body (each of
which IDB!, IFCI, ICICI, LIC & UTI or any other Financing Company or
Body is hereinafter in this Article referred to as "the Corporation") continue
to hold debentures in the Company by direct subscription or private
placement or so long as the Corporation holds shares in the Company as
a result of underwriting or direct subscription or so long as any liabi.ity
of the Company arising out of any guarantee furnished by the Corporation
on behalf of the Company remains outstanding, the Corporation shall have
a right to appoint from time to time, any person or persons as a Director
or Directors, whole time or non-whole-time, (which Director or Director/s"
is/are hereinafter referrad to as "Nominee Director/s" on the Board of the
Company and to remove from such office any person or persons so appointed
and to appoint any person or persons in his or their place/so
"
( 14 i
“....I.....-.... ....... ... ...... of in the
district of.. , , i being a member of The Tripura Jute
Mills Limited, hereby appoint... ... ofm the
district of ........ or Mfailing lien ,.,,..,..of
.in the district of ... . . ...
.. . ...... ' ...as my proxy to vote for me on my behalf
at the ordinary or extra-ordinary ( as the case may be ) general meeting of
the Company to be held on the... ..........day of
Signed this .day of
BOARD OF DIRECTORS.
73(i) Until otherwise determined by the Company in General Meeting,
the number of Directors shall not be less than two and more than twelve
The signatories to the Memorandum of Association shall be the first Direc-
tors and they Will hold oflice till the Board of Directors is constituted
and the Directors are appointed by the Governor. The Governor shall
also determine the period for Which .each Director shall hold oflice.
(ii) Notwithstanding anything to the contrary contained in these
articles, so long any moneys remain owing by the Company to the Indu-
strial Development Bank of India (IDBI) , Industrial Finance Corpo-
- ration of India ( IFCI ), The Industrial Credit & Investment Corporation
of India Limited ( ICICI ) and Life Insurance Corporation of India (LIC) or
to any other Finance Corporation or to any other Bank or Credit Corporation
or to any other Financing Company or Body out of any loans granted by
them to the Company or so long as IDBI, IFCI, ICICI, LIC and Unit Trust
of India (UTI) or any other Financing Corporation or any other Bank or
Credit Corporation or any other Financing Company or Body ( each of
which IDBI, IFCI, ICICI, LIC & UTI or any other Financing Company or
Body is hereinafter in this Article referred to as “the Corporation”) continue
to hold debentures in the Company by direct subscription or private
placement or so long as the Corporation holds shares in the Company as
a result of underwriting or direct subscription or so long as any liabi.ity
of the Company arising out of any guarantee furnished by the Corporation
on behalf of the Company remains outstanding, the Corporation shall have
a right to appoint from time to time, any person or persons asa Director
or Directors, whole time or non-whole-time, (which Director or Director/s"
is/are hereinafter referrad to as “Nominee Director/s” on the Board of the
Company and to remove from such oflice any person or persons so appointed
and to appoint any person or persons in his or their place/s.
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( 15')
The Board of Directors of the Company shall have no power to
remove from office the Nominee Director/s. At the option of the Corpo-
ration such Nominee Director /s shall not be required to hold any share
qualification in the Company. Also at the option of the Corporation such
Nominee Director/s shall not be liable to retirement by rotation of Directors.
Subject as aforesaid, the Nominee Director/s shall be entitled to the same
rights and privilages and be subject to the same Obligations as other
Directors of the Company.
The Nominee Director/s so appointed shall hold the said officeonly
so long as any moneys remain owing by the Company to the Corporation
or so long as the Corporation holds Debentures in the Company as a result
of direct subscription or private placement or so long as the Corporation
holds shares in the Company as a result of underwriting of direct subscrip-
tion or the llability of the Company arising out of any Guarantee is out-
standing and the Nominee Director/s so appointed in exercise of the said
power shall ipso facto vacate such office immediately the moneys owing
by the Company to the Corporation is paid off or on the Corporation ceasing
to hold Debentures/shares in the Company or on the satisfaction of the
liability of the Company arising out of any Guarantee furnished by the
Corpora tion.
The Nominee Director/s appointed under this Article shall be entitled to
receive all notices of and attend all General Meeting, Board Meetings and
of the Meetings of the Committee of which the Nominee Director/s is/are
member as also the minutes of such meetings. The Corporation shall also
be entitled to receive all such notices and minutes.
The Company shall pay to the Nominee Director/s sitting fees and
expenses which the other Directors of the Company are entitled but if any
other fees, commission, monies or remuneration in any form is payable to
the Directors of the Company, the fees, commission, monies and remunera-
ti n in relation to such Nominee Director/s shall accrue to the Corporation
and same shall accordingly be paid by the Company directly to the Corpora-
tion. Any expenses that may be incurred by the Corporation or such Nominee
Director/s in connection with their appointment or Directorship shall also
be paid or reimbursed by the Company to the Corporation or as the case
may be to such Nominee Directors-
Provided that if any such Nominee Director/s is an officer of the Corpo-
ration the sitting fees, in relation to such Nominee Director/a shall also
accrue to the Corporation and the same shall. accordingly be paid by the
Company directly to the Corporation.
The Board of Directors of the Company shall have no power to
remove from office the Nominee Director/s. At the option of the Corpo-
ration such Nominee Director/s shall not be required to hold any share
qualification in the Company. Also at the option of the Corporation such
Nominee Director/s shall not be liable to retirement by rotation of Directors.
Subject as aforesaid, the Nominee Director/s shall be entitled to the same
rights and privilages and be subject to the same obligations as other
Directors of the Company.
“ ’QQW'WW } transact» 4c”
The Nominee Director/s so appointed shall hold the said office only
so long as any moneys remain owing by the Company to the Corporation
or so long as the Corporation holds Debentures in the Company as a result
of direct subscription or private p1acement or so long as the Corporation
holds shares in the Company as a result of underwriting of direct subscrip-
tion or the llability of the Company arising out of any Guarantee is out-
standing and the Nominee Director/s so appointed in exercise of the said
power shall ipso facto vacate such office immediately the moneys owing
by the Company to the Corporation is paid off or on the Corporation ceasing
to hold Debentures/shares in the Company or on the satisfaction of the
liability of the Company arising out of any Guarantee furnished by the
Corporation.
The Nominee Director/s appointed under this Article shall be entitled to
receive all notices of and attend all General Meeting, Board Meetings and
of the Meetings of the Committee of which the Nominee Director/sis/arc
member as also the minutes of such meetings. The Corporation shall also
be entitled to receive all such notices and minutes.
i
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The Company shall pay to the Nominee Director/s sitting fees and
expenses which the other Directors of the Company are entitled but if any
other fees, commission, monies or remuneration in any form is payable to
the Directors of the Company, the fees, commission, monies and remunera-
tion in relation to such Nominee Director/s shall accrue to the Corporation
and same shall accordingly be paid by the Company directly to the CorpOra-
tion. Any expenses that may be incurred by the Corporation or such Nominee
Director/s in connection with their appointment or Directorship shall also
be paid or reimbursed by the Company to the Corporation or as the case
may be to such Nominee Directors- ‘
Provided that if any such Nominee Director/s is an officer of the Corpo-
ration the sitting fees, in relation to such Nominee Director/s shall also
accrue to the Corporation and the same shall accordingly be paid by the k.‘ 3
Company directly to the Corporation.
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( 16 )
Provided further that if such Nominee Director/s is an officer of the
Reseeve Bank of India, the sitting fees in relation to Nominee Director/a
shall accrue to IDBI and the same shall accordingly be paid by the Company
directly to IDBI.
Provided also that in the event of the Nominee Director/s being appointed
as whole time Director/s such Nominee Director/s shall exercise such
powers and duties as may be approved by the Lenders and have such rights
as are usually exercised or available to a wholetime Director in the
management of the affairs of the borrower. Such Nominee Director/s shall
be entitled to receive such remuneration, fees, commission and moniees as
may be approved by the Lenders".
74. Every Director shall be paid a fee not exceeding Rs. 50·00 for
every meeting of Board of Directors attended by him besides actual travelling
expenses incurred by him in attending such meetings.
Directors who will look after and take active part in the management
of the affairs of the Company shall be entitled to such remuneration as may
be determined by the Directors and approved by the Governor.
75. The Directors need not hold any qualifying share.
POWERS AND DUTIES OF DIRECTORS
76. The business of the Company shall be managed by the Board of
Directors, who may pay all expenses incurred in getting up and registering
the Company and may exercise all such powers of the Company as are not,
by the Act, or any statutory modification thereof for the time being in force
or by these Articles required to be exercised by the Company in general'
meeting subject nevertheless to .any regulations, of these Articles, to the
provision of the said Act, and to such regulations, being not inconsistent
with the aforesaid regulations or provisions, as may be prescribed by the
Company in general meeting; but no regulation made by the company in
general meeting shall invalidate any prior act of the Board of Directors
which would have been valid if that regulation had not been made.
77. The Board of Directors may, as and when it thinks fit, make any
bye-laws not inconsistent with the objects of the Company as set out in the
Memorandum of Association nor with these Articles for the conduct and
regulation of the business of the Company and its Directors and its O'ficers
and servants and may in like manner, very and repeal any such bye-laws-
78. The Governor shall from time to time appoint one or more of the
Directors to the Office of Managing Directors or Manager or Managers or
Secretary of the Company for such term and at such remuneration ( whether
(16)
Provided further that if such Nominee Director/s is an officer of the
Remove Bank of India, the sitting fees in relation to Nominee Director/s
shall accrue to IDBI and the same shall accordingly be paid by the Company
directly to IDBI.
Previded also that in the event of the Nominee Director/s being appointed
as whole time Director/s such Nominee Director/s shall exercise such
powers and duties as may be apprcved by the Lenders and have such rights
as are usually exercised or available to a wholetime DirectOr in the
management of the afl‘airs of the borrower. Such Nominee Director/s shall
be entitled to receive such remuneration, fees. commission and moniees as
may be approved by the Lenders”-
74. Every Director shall be paid a fee not exceeding Rs. 50'00 for
every meeting of Board of Directors attended by him besides actual travelling
expenses incurred by him in attending such meetings.
Directors who will look after and take active part in the management
of the affairs of the Company shall be entitled to such remuneration as may
be determined by the Directors and approved by the Governor.
75. The Directors need not hold any qualifying share.
POWERS AND DUTIES OF DIRECTORS
76. The business of the Company shall be managed by the Board of
Directors, who may pay all expenses incurred in getting up and registering
the Company and may exercise all such powers of the Company as are not,
by the Act, or any statutory modification thereof for the time being in force
or by these Articles required to be exercised by the Company in general
meeting subject nevertheless to ,any regulations, of these Articles, to the
provision of the said Act, and to such regulations, biting not inconsistent
with the aforesaid regulations or provisions, as may be prescribed by the
Company in general meeting ; but no regulation made by the company in
general meeting shall invalidate any prior act of the Board of Directors
which would have been valid if that regulation had not been made.
77. The Board of Directors may, as and when it thinks fit, make any
bye-laws not inconsistent with the objects of the Company as set out in the
Memorandum of Association nor with these Articles for the conduct and
regulation of the business of the Company and its Directors and its Officers
and servants and may in like manner, very and repeal any such bye-laws
78. The Governor shall from time to time appoint one or more of the
Directors to the Office of Managing Directors or Manager or Managers or
Secretary of the Company for such term and at such remuneration ( whether
'I,'""
( 17 )
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by way of salary or commission or participation in profits or otherwise or
partly in one way and partly in another) as it may think fit, and may from
time to time remove or dismiss him or them from office and appoint another
or others in his or their place or places. A Managing Director or Manager
a foresaid shall cease to be a Managing Director or Manager, if he ceases
to be a Director of the Company.
79. The Board of Directors may from time to time entrust to and
confer upon the Managing Director or Manager for the time such of the
powers exercisable under these Articles by the Directors as it may think fit
and may confer such powers for such time and. to be exercised for such
objects and purpose and upon such terms ani conditions as they may think.
expedient, and may from time to time revoke, withdraw, alter or vary all or
any of such powers.
so. The Board of Directors Shall duly comply with the provisions of
the Act, or any statutory modification thereof for the time being in force,
and in particular with the provision in regard to the registration of the
particulars of mortgages and charges affecting-the property of the Company
Or created by it, and to keeping a register of the Directors and to sending
to the registrar an annual list of members and a summary of particulars
relating thereto and notice of any consolitdation or increase of share capital
or conversion of shares into stock and copies of special resolutions and a
copy of the register of Directors and notifications of any change therein
and other matters required by law.
S1· The Board of Directors shall cause minutes to be made in books
provided for the purposes :_
(a) Of all appointments of officers made by Directors.
(b) Of the names of the Directors present at each meeting of the
Directors and of any Committee of the Directors;
(c) Of all resolutions auf proceed-ings at all meetings of the
Company, and of the Directors and of Committees of Directors
and every Directors present at any meeting of Directors or
Committee of Directors shall sign his name in a book to be
kept for the purpose,
(d) The following powers: namely (i) to make calls on shares.
(ii) issue of Debentures, (iii) borrowing of money, (iv)
investments of funds, and (v) to make loans shall be exercised
by the Board of Directors at meetings and the provisions of
section 292 of the Act shall be complied with.
1 (17)
ii
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by way of salary or commission or participation in profits or otherwise or
partly in one way and partly in another ) as it may think fit, and may from
time to time remove or dismiss him or them from office and appoint another
or others in his or their place or places. A Managing Director or Manager
a foresaid shall cease to be a Managing Director or Manager, if he ceases
to be a Director of the Company.
79. The Board of Directors may from time to time entrust to and
confer upon the Managing Director or Manager for the time such of the
powers exercisable under these Articles by the Directors as it may think fit
and may confer such powers for such time and to be exercised for such
objects and purpose and upon such terms and conditions as they may think
expedient, and may from time to time revoke, withdraw, alter or vary all or
any of such powere-
80- The Board of Directors shall duly comply with the provisions of
the Act, or anystatutory modification thereof for the time being in force,
and in particular with the provision in regard to the registration of the
particulars of mortgages and charges afi'ecting'the property of the Company
Or created by it, and to keeping a register of the Directors and to sending
to the registrar an annual list of members and a summary, of particulars
relating thereto and notice of any consolitdation or increase of share capital
or conversion of shares into stock and copies of special resolutions and a
copy of the register of Directors and notifications of any change therein
and other matters required by law. '
81. The Board of Directors shall cause minutes to be made in books
provided for the purposes :_ .
(a) Of all appointments of officers made by Directors-
(b) 0f the names of the Directors present at each meeting of the
Directors and of any Committee of the Directors ;
(c) Of all resolutions and proceedings at all meetings of the
Company, and of the Directors and of Committees of Directors
and every Directors preSent at any meeting of Directors or
Committee of Directors shall sign his name in a book to be
kept for the purpose‘
((1) The following powers: namely (i) to make calls on shares.
(ii) issue of Debentures, (iii) borrowing of money, (iv)
investments of funds, and (v) to make loans shall be exercised
by the Board of Directors at meetings and the provisions of
section 292 of the Act shall be complied with.
( 18 )
(e) . The Board of Directors shall not appoint a sole selling agent for
any area except in the manner and to the extent laid down in
section 294 of the Act.
(f) A Director of the Company or his relatives firm in which such a
Director or relative is a partner, any of the partner in such fi m
or a private Company of which the Director is a member or
Director, shall not enter into any contract with the Company for
the sale, purchase or supply of any goods, materials or services.
(g) Nothing in these articles shall be taken to prejudice the
operation of any rule or law restricting a Director from having
any connection or interest in any contract or arrangement with
the Company provided there is proper disclosure of interest as
required by section 299 of the Act.
(h) Disclosure to shareholders of Directors interest in contract
appointing Managing Director, Manager should be complied
with by the Company as required by section 302 of the Act,
(i) Except as provided in section 314 of the Act, no Director, no
partner or relative or such a Director, no firm in which such a
Director or relative is a partner, no private Company of which
such a Director is a Director or member and no Director, Secre-
taries & Treasurers or Manager of such a private Company shall
hold any office or place of profit except that of Managing
Director, Secretaries & Treasurers, Manager, Legal or Technical
Advisor, Banker or Trustee for Debenture holders of .the
.Company,
(j) The Board of Directors shall not make any Joan to give
any Guarantee or provide any security, in connection with a
loan made by any other person to, or to any other person by
any Company which is under the same management except in
the manner laid down in section 370 of the Act.
THE SEAL
82. The Company shall have a common Seal and the Board of Directors
shall provide for the safe custody of it. The Seal of the Company shall not
be affixed to any instrument except by the authority of a resolution of the
Board of Directors, and except in the presence of atleast two Directors and
of the Secretary or such other person as the Board of Directors may appoint
for the purpose and those two Directors and the Secretary or the other
person as aforesaid shall sign every instrument to which the seal of the
Com pany is so affixed in their presence,
(18)
(e) The Board of Directors shall not appoint a sole selling agent for
any area except in the manner and to the extent laid down in
section 294 of the Act.
(f) A Director of the Com pany or his relatives firm in which such a
Director or relative is a partner, any of the partner in such fi,m
or a private Company of which the Director is a member or
Director, shall not enter into any contract with the Company for
the sale, purchase or supply of any goods, materials or services.
(g) Nothing in these articles shall be taken to prejudice the
operation of any rule or law restricting a Director from having
any connection or interest in any contract or arrangement with
the Company provided there is proper disclosure of interest as
required by section 299 of the Act.
(h) Disclosure to shareholders of Directors interest in contract
' appointing Managing DirectOI, Manager should be' complied
with by the Company as required by section 302 of the Act,
(i) Except as provided in section 314 of the Act, no Director, no
' partner or relative or such a Director, no firm in which such a
Director or relative is a partner, no private Company of which
such a Director is a'Director or member and no Director, Secre-
taries & Treasurers or Manager of such a private Company shall
hold any office Or place of profit except that of Managing
Director, Secretaries & Treasurers, Manager, Legal or Technical
Advisor, Banker or Trustee for Debenture holders of the
. _ Company. .
(j) The Board of Directors shall not make any loan to give
any Guarantee or provide any security, in connection with a
loan made by any other person to, or to any other person by
any Company which is under the same management except in
the manner laid down in section 370 of the Act.
THE SEAL
82. The Company shall have a common Seal and the Board of Directors
shall provide for the safe custody of it. The Seal of the Company shall not
be affixed to any instrument except by the authority of a resolution of the
Board of Directors, and except in the presence of atleast two Directors and
of the Secretary or such other person as the Board of Directors may appoint
for the purpose and those two Directors and the Secretary or the other
person as aforesaid shall sign every instrument to which the seal of the
Company is so afi’ixed in their presence.
9711‘
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~ 83. The Office of a Director shall be vacated if;-
(a) he fails to obtain within the time specified in the Act, or at any
time thereafter ceases to hold, the share qualification, necessary
for his appointment; or
(b) he is found to be of unsound mind by a Court of Competent
jurisdiction, and the finding is in force;
(c) he is a adjudged insolvent; or
(d) he has applied to be adjudicated as an insolvent and his application
is pending;
(e) he or any firm in which he is a partner or any private Company
of which he is Director fails to pay calls made on him in respect.
of shares held by him, the firm or the private Company as the
case may be within six months from the date of such call being
made; or
f) .he, or any firm in which he is a partner or any private Company
of which he is a Director without the sanction of the Company
in general meeting, accepts or holds any office of profit under the
Company other than that of a Managing Director or Manager or a
legal or technical advisor or a banker or Trustee for Debenture
holders of the Com pany ;
(g) he absents himself from three consecutive meetings of the Directors
or {rom all meetings of the Directors for a continuous period of
three months, whichever is longer, without leave of absence from
the Board of Directors; or
(h) he accepts a loan or any guarantee or security for a loan from the
Company; or
(i) he is concerned or participates in the profits of any contract with
the Company ; or
(j) he has been convicted by a Court of any offence involving moral
terpitude and sentencei in respect thereof to imprisonment for not
less than six months, and or period of five years bas not elapsed
from the date of expiry of the sentence
Provided, however, that no Director shall vacate his office by reason of,
his being a member of any Company which has entered into contract with
or done any work for, the Company of which he is Director, but a Director
shall not vote in respect of any such contract or work, and if he does so vote,
his vote shall not be counted.
( 19 )
DISQUALIFICATION OF DIRECTORS
--
(b) he is found to be of unsound mind by a Court'of Competent
jurisdiction, and the finding is in force;
(c) he is a adjudged insolvent ; or
r ( 19 )
3; DISQUALIFICATION OF DIRECTORS
‘E 83. The Office of a Director shall be vacated if :—
(a) he fails to obtain within the time specified in the Act, or at any
5 time thereafter ceases to hold, the share qualification, necessary 9
J? for his appointment ; or
(d) he has applied to be adjudicated as an insolvent and his application
is pending; -
(e) he or any firm in which he is a partner or any private Company
of which he is Director fails to pay calls made on him in respect _
of shares held by him, the firm or the private Company as the
1 case may be within six months from the date of such call 136ng
made; or
f) he, or any firm in which he is a partner or any private Company
.of which heis a Director without the sanction of the Company
in general meeting, accepts or holds any oifice of profit under the
Campany other than that of a Managing Director or Manager or a
legal or technical advisor Or a banker or Trustee for Debenture
holders of the Company ;
(g) he absents himself from three consecutive meetings of the Directors
or-from all meetings 'of the Directors for a continuous period of
three months, Whichever is" longer, without leave of absence from
the Board of Directors; or
(b) he accepts a loan or any guarantee or security fer a loan from the
Company ; or
(i) he 15 concerned or participates in the profits of any contract with
the Company; or
(j) he has been convicted bya Court of any offence involving moral
terpitude and sentenced in respect thereof to imprisonment for not
1e3s than six months, and or period of five years has not elapsed
from the date of expiry of the sentence. ,
Provided, however, that no Director shall vacate his ofiice by reason of,
his being a member of any Company which has entered into contract with
or dene any work for, the Company of which he is Director, but a Director
shall not vote in respect of any such contract or work, and if he does so vote,
his vote shall not be counted.
cam—1%.- '-- ..,, (ii.
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C' 20 )
PROCEEDINGS OF THE BOARD OF DIRECTORS
84. The Board of Directors shall at least once in every three calendar
months meet for the despatch of business, adjourn and otherwise regulate its
meetings, as it thinks fit. Question arising at any meeting shall be decided
by a majority of votes. In case of an equality of votes, the Chairman shall
have a second or casting vote. A Director may and the Secretary on the
requisition of a' Director shall, at any time, summon a meeting of Board of
Directors.
85. Subject to section 289 of the Act, a resolution in writing signed by
-all the Directors or all the members of a Committee of Directors for the
time being in India shall be as valid and efectual as if it has been passed at a
meeting of the Directors duly called and constituted.
86. One-third of the total strength of the Board of Directors or two
Directors, whichever is higher shall from a quorum for a Board meeting.
87. The continuing Directors may act notwithstanding any vacancy in
the Board, but if and so long as their number is reduced below the number
fixed by or pursuant to these Articles as the necessary quorum of Directors
the continuing Directors may act for the purpose of summoning a general
meeting of the Company, but for no other purpose.
88. The Directors may with the sanction and approval of the Governor
from time to time appoint Chairman and Vice-Chairman of the Board of
Directors and determine the period for which either of them is to hold his
respective office. If and whilst no such Chairman is appointed or if at any
.meeting the Chairman is not present within ten minutes after the time
appointed for holding the same, the Vice-chairman shall preside at any such
meeting and if and whilst no Vice-Chairman is also appointed, or if at any
meeting the Vice-Chairman be also not present within ten minutes after the
time appointed for holding the same, the Directors present may choose one
of their members to be the Chairman of the meeting.
89. The Board of Directors may, subject to the provision of section 292
of the Act, delegate any of their powers to committees consisting of such
member or members of their body as they think fit ; any committee so
formed shall, in the exercise of the powers so delegated, conform to any regu-
lations that may be imposed on them by the Board or Directors. The
proceeding of such a committee shall be placed before the Board of Directors
at its next meeting.
90. A Committee may elect a Chairman of is meeting; if no such
Chairman is elected or if at any meeting the Chairman is not present within
the ten minutes after the time appointed for holding the same, the members
present may choose one of their members to be Chairman of the meeting.
(-20)
PROCEEDINGS OF THE BOARD OF DIRECTORS
84. The Board of Directors shall at least once in every three calendar
months meet for the despatch of business, adjourn and otherwise regulate its
meetings, as it thinks fit. Question arising at any meeting shall be decided
by a majority of votes- In case of an equality of votes, the Chairman shall
have a second or casting vote. A Director may and the Secretary on the
requisition of a Director shall, at any time, summon a meeting of Board of
Directors.
85. Subject to section 289 of the Act, a resolution in writing signed by
all the Directors or all the members of a Committee of Directors for the
time being in India shall be as valid and efectual as if it has been passed at a
meeting of the Directors duly called and constituted.
86. One-third of the total strength of the Board of Directors or two
Directors, whichever is higher shall from a quorum for a Board meeting.
87. The continuing Directors may act notWithstanding any vacancy in
the Board, but if and so long as their number is reduced below the number ,
fixed by or pursuant to these Articles as the necessary quorum of Directors
the continuing Directors may act for the purpose of summoning a general
meeting of the Company, but for no other purpose.
88. The Directors may with the sanction and approval of the Governor
from time to time appoint Chairman and Vice-Chairman of the Board of
Directors and determine the period for which either of them is to hold his
respective ofiice. If and whilst no such Chairman is appointed or if at any
'meeting the Chairman is not present within ten minutes after the time
appointed for holding the same, the Vice-Chairman shall preside at any such
meeting and if and whilst no Vice-Chairman is also appointed, or if at any
meeting the Vice-Chairman be also not present within ten minutes after the
time appointed for holding the same, the Directors present may choose one
of their members to be the Chairman of the meeting.
89. The Board of Directors may, subject to the provision of section 292
of the Act, delegate any of their powers to committees consisting of such
member or members of their body as they think fit; any committee so
formed shall, in the exercise of the powers so delegated, conform to any regu-
lations that may be imposed on them by the Board or Directors. The
proceeding of such a committee shall be placed before the Board of Directors
at its next meeting.
90. A Committee may elect a Chairman of is meeting ; if no such
Chairman is elected or if at any meeting the Chairman is not present within
the ten minutes after the time appointed for holding the same, the members
present may choose one of their members to be Chairman of the meeting.
"lm’
( 21 )
91. A Committee may meet and adjourn as it may think proper.
Questions arising at any meeting shall be determined by a majority of votes
of the members present and in case of an equality of votes, the Chairman
shall have a second or casting vote.
92. All acts done by any meeting of the Directors or of a Committee
of Directors, by any person acting as a Director, shall notwithstanding
that it may be afterwards discovered that there was some defect in the
appointment, of anyone 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.
93. Subject to the provisions of the Act, the decision of the Board of
Directors in the following matters, shall always be subject to the consent
and approval of the Governor :_
(a) increasing or reducing the issued capital of the Company.
(b) granting by the Company of a loan or the giving of a guarantee
or any other financial assistance to anyone particular concern of
an amount of Rs 2.5 lakhs,
(c) Winding up of the Company.
(d) Sales, lease, or disposal otherwise of the whole or substantially
the whole of the undertaking of the Company.
(e) Formation of a subsidiary Company.
(f) Division of capital into different classes of shares
(g) any programme of capital expenditure for an amount which
exceeds Rs. 25 lakhs
(h) creation of and appointments to all posts carrying an initial or
ultimate salary of and above Rs. 2250j-per mensem.
(i) any other matter which in the opinion of the Chairman be of
such importance as to be reserved for the consent and approval
of the Governor.
and no action shall be taken by the Directors in respect of above or
any proposal or decision of the Directors reserved for the consent and
approval of the Governor as aforesaid until such approval has been obtained.
94. Notwithstanding anything contained in any of these Articles the
Governor may from time to time issue such directives or instructions as he
may think fit in regard to the fmances aad the conduct of the business and
affairs of the Company, and the Directors shall dully comply with and give
effect to such directives or instructions.
• •
(21)
91a A Committee may meet and adjourn as it may think pr0per-
Questions arising at any meeting shall be determined by a majority of votes
of the members present and in case of an equality of votes, the Chairman
shall havea second or casting vote.
92. All acts done by any meeting of the Directors or of a Committee
of Directors, 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.
93. Subject to the provisions of the Act, the decision of the Board of
Directors in the following matters, shall always be subject to the consent
and approval of the Governor r...
(3.) increasing or reducing the issued capital of the Company.
(b) granting by the Company of a loan or the giving of a guarantee
or any other financial assistance to any one particular concern of
an amount of Rs 2.5 lakhs,
(c) Winding up of the Company.
((1) Sales, lease, or disposal otherwise of the whole or substantially
the whole of the undertaking of the Company‘
(e) Formation of a subsidiary Company.
(f) Division of capital into different classes of shares
(g) any programme of capital expenditure for an amount which
exceeds Rs. 25 lakhs ‘
(h) creation of and appointments to all posts carrying an initial or
ultimate salary of and above Rs. 2250/—per mensem.
(i) any other matter which in the opinion of the Chairman be of
such importance as to be reserved for the consent and approval
of the Governor.
and no action shall be taken by the Directors in respect of above or
any proposal or decision of the Directors reserved for the consent and
approval of the Governor as aforesaid until such approval has been obtained.
94. Notwithstanding anything contained in any of these Articles the
Governor may from time to time issue such directives or instructions as he
may think fit in regard to the finances and the conduct of the business and
afi‘airs of the Company, and the Directors shall dully comply with and give
effect to such directives or instructions.
'.
( 22 )
DIVIDENDS AND RESERVE
95. Subject to the approval of the Governor the Company in general
meeting may declare dividends, but no dividend shall exceed the amount
recommended by the Board of Directors.
96. The Board of Directors may from time to time pay to the members
such interim dividends as appear to the Board of Directors to be justified
by the profits of the Com pany.
97. No dividends shall be paid otherwise than out of profits of the
year or any undistribu ted profits.
98. 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, 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 amount of the shares. No amount
paid or credited as paid on a share in advance of calls shall while carrying
interest be treated for the purpose of these Articles as paid on the shares. .
99. The Board of Directors may, before recommending any dividend, set
aside out of the profit of the Company such sums as it thinks proper as a
reserve or reserves which shall, at the dircretion of the Board of Directors,
be applicable for meeting contingencies, or for equalifying dividends, or for
any other purpose to which the profits of the Company may be properly
applied. 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 of Directors may frora
time to time thinks fit.
100. If several persons are registered as joint holders of any shares, any
one of them may give effectual receipts for any dividends payable on the
share.
101. Notice of the dividend that may have been declared shall be given
II in the manner hereinafter mentioned for the giving of notices to the persons
entitled to share therein.
102. No dividend shall bear interest against the Company.
ACCOUNTS
103. The Board of Directors shall cause to be kept proper books of
accounts with respect to :-
( 22 )
DIVIDENDS AND RESERVE
95. Subject to the approval of the Governor the Company in general
meeting may declare dividends, but no dividend shall exceed the amount
recommended by the Board of Directors.
96. The Board of Directors may from time to time pay to the members
such interim dividends as appear to the Board of Directors to be justified
by the profits of the Company.
97. No dividends shall be paid otherwise than out of profits of the
year or any undistributed profits.
98. 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, 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 amount of the shares. No amount
paid or credited as paid on a share in advance of calls shall while carrying
interest be treated for the purpose of these Articles as paid on the shares. '
99. The Board of Directors may, before recommending any dividend, set
aside out of the profit of the Company such sums as it thinks proper as a
reserve or reserves Which shall, at the dircretion of the Board of DirectOrs,
be applicable for meeting contingencies, or for equalifying dividends, or for
any other purpose to which the profits of the Company may be properly
applied. 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 of Directors may from
time to time thinks fit. '
100. If several persons are registered as joint holders of any shares, any
one of them may give effectual receipts for any dividends payable on the
share.
101. Notice of the dividend that may have been declared shall be given
in the manner hereinafter mentioned for the giving of notices to the persons
entitled to share therein.
102. No dividend shall bear interest against the Company.
ACCOUNTS
103. The Board of Directors shall cause to be kept proper colts of
accounts with respect to :—
Din , ,
I
I
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( 23 )
.~ (a) all sums of money received and expended by the Company and
the matters in respect of which the receipts and expenditure take
place :
(b) all sales and purchases of goods by the Company;
(c) the assets and liabilities of the Company.
::
104. The books of account shall be kept at the registered office of the
Company or at such other place as the Board of Directors may think fit and
shall be open to inspection by the Directors during business hours.
105. The Board of Directors 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, and 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 of Directors or by the Company in general meeting.
106. The Board of Directors shall as required by the Act, cause to be
prepared and to be laid before the Company in general meeting such profit
and loss accounts, income and expenditure accounts, balance sheets, and
reports as are referred to in the Act:
107. The profit and loss account shall in addition to the matters referred
to in the Act, be arranged under the most convenient heads, the amount of
gross income, distinguish the several sources from which it has been derived
and the amount of gross expenditure distinguishing the expenses of the
establishment, salaries and other like matters. Every item of expenditure
fairly charged against the year's income shall be brought into account, so
that a just balance of profit and loss may be laid before the meeting and in
cases where any item of expenditures which may in fairnees be distributed
over several years has been incurred in anyone year, the whole amount of
such item shall be stated, with the addition of the reasons why only a portion
of such expenditure is charged against the income of the year.
108, A balance sheet shall be made out in every year, and laid before
the Company in annual general meeting made up to a date not more than
six months before such meeting. The balance-sheet sball be accompanied by
a report of the Board of Directors as to the state of the Company's affairs,
and the amount which it recommends to be paid by way of dividend and
the amount (if any) which to propose to carry to reserve fund.
AUDIT
109, Auditors shall be appointed or re-appointed and their dutie
cw
•
' (23)
7'7. (a) all sums of money received and expended by the Company and
the matters in respect of which the receipts and expenditure take
- place :
(b) all sales and purchases of goods by the Company ; ' .
(c) the assets and liabilities of the Company. . .
104. The books of account shall be kept at the registered office of the
Company or at such other place as the Board of Directors may think fit and
shall be open to inspection by the Directors during business hours.
105. The Board of Directors 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, and 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 of Directors or by the Company in general meeting.
'amwaameL-,
106. The Board of Directors shall as required by the Act, cause to be
prepared and to be laid before the Company in general meeting such profit
and loss accounts, income and expenditure accounts, balance sheets, and
reports as are referred to in the Act.
u . a y u ‘
"'mrmwnqum. ‘1 : , «I
107. The profit and loss account shall in addition to the matters referred
to in the Act, be arranged under the most convenient heads, the amount of
g V gross income, distinguish the several sources from which it has been derived
' and the amount of gross expenditure distinguishing the expenses of the
establishment, salaries and other like matters. Every item of expenditure
fairly charged against the year’s income shall be brought into account, so -
that a just balance of profit and loss may be laid before the meeting and in \
cases where any item of expenditures which may in fairnees be distributed
over several years has been incurred in any one year, the whole amount of
such item shall be stated, with the addition of the reasons why only a portion
of such expenditure is charged against the income of the year.
108. A balance sheet shall be made out in every year, and laid before
the Company in annual general meeting made up to a date not more than
six months before such meeting. The balance-sheet shall be accompanied by
a report of the Board of Directors as to the state of the Company’s affairs,
and the amount which it recommends to be paid by way of dividend and
the amount (if any) which to propOse to carry to reserve fund.
.mmmm. ‘w'
e
AUDIT
109, Auditors shall be appointed or re-appointed and their duties
••
., I
( 24 )
regulated in accordance with the provisions of section 619 of Act or any
statutory modifications thereof for the time being in force•
11O. (i) The Comptroller and Auditor General of India shall have
powers :-
(a) to direct the manner in which the Company's accounts shall be
audited by the auditor appointed in pursuance of sub-section (2)
of Section 619 of the Companies Act, and to give such auditor
instructions in regard to any matter relating to the performance
of his functions as such;
(b) to conduct a supplementary or test audit of the company's
accounts by such person or persons as he may authorise in his
behalf; and fer the purposes of such audit, to require informa-
tion or additional information to be furnished to any person or
persons so authorised, on such form as the Comptroller and
Auditor General may, by general or special order direct.
(2) The Auditor aforesaid shall submit a copy of his audit report to
the Comptroller and Auditor General of India who shall have
the right to comment upon or supplement, the audit report in.
such manner 'as he may think fit..
(3) Any such comments upon or supplement to the audit report,
shal l be placed before the annual General meeting of the
Company at the same time and in the same manner as the audit
report.
NOTICES
111. 0) A notice may be given by the Company to any member either
personally or by sending it by post to him to his· address or (if he has no
registered address in India) to the address, if any, within India supplied by
him to the Company for giving of notices to him.
(ii) Where a notice is sent by post, service of the notice shall be
deemed to be effected by properly addressing, prepaying and posting a letter
containing the notice and, unless the contrary is proved, to have been effected
at the time at which the letter would be delivered in the ordinary course of
post.
112. If a member has no registered address in India, and has not supplied
to the Company any address within India for giving of notices to him a
notice addressed to him and advertised in newspaper circulating in the
neighbourhood of the registered office at"the Company shall be deemed to be
given to him on the day on which the advertisement appears.
Hussy? A, .53 1': 2:"
m
(24)
regulated in accordance with the provisions of section 619 of Act or any
statutory modifications thereof for the time being in force.
. 110. (i) The Comptroller and Auditor General of India shall have
powers :_ '
(a) to direct the manner in which the Company’s accounts shall be
audited by the auditor appointed in pursuance of sub-section (2)
of Section 619 of the Companies Act, and to give such auditor
instructions in regard to any matter relating to the performance
of his functions as such;
(b) to conduct a supplementary or test audit of the company’s
accounts by such person or persons as he may authorise in his
behalf ; and for the purposes of such audit, to require informa-
tion or additional information to be furnished to any person or
persons so authorised, on such form as the COmptroller and
Auditor General may, by general or special order direct.
(2) The Auditor aforesaid shall submit a copy of his audit report to
the Comptroller and Auditor General of India who sh all have
the right to comment upon or supplement, the audit report in.
such manner ‘as he may think fit.
(3) Any such comments upon or supplement to the audit report,
shall be placed before the annual General meeting of the
Company at the same time and in the same manner as the audit
report.
NOTICES
111. (i) A notice may be given by the Company to any member either
personally or by sending it by post to him to his- address or (if he has no
registered address in India) to the address, if any, within India supplied by
him to the Company for giving of notices to him.
(ii) Where a notice is sent by post, service of the notice shall be
deemed tobe effected by properly addressing, prepaying and posting a letter
containing the notice and, unless the contrary is proved, to have been effected
at the time at which the letter would be delivered in the ordinary course of
pest. ’
112. If a member has no registered address in India, and has not supplied
to the Company any address within India for giving of notices to him a
notice addressed to him and advertised in newspaper circulating in the
neighbourhood of the registered office of the Company shall be deemed to be
given to him on the day on which the advertisement appears.
f
!
f
I
I
I,
t
!
J
~1
-
( 25 )
113. A notice maybe given by the Company to the JOInt holders of a
share by giving the notice to the joint holder named first in the register in
respect of the share.
114. A notice maybe given by the Company to the persons entitled to
a share in consequence of the death or insolvency of a member by sending it
through the post in a prepaid letter addressed to them by name or by the
title or representa tives of the deceased; or assignee of the insolvent of by any
like description, at the address (if any) in India supplied for the purpose by
the persons claiming to be so entitled, or (until such an address has been so
supplied) by giving the notice in any manner in which the same might have
been giving if the death or insolvency had not occured.
115. Notice of every general meeting shall be given in the same manner
hereinbefore authorised to (a) every member of the Company except those
members who having no registered address within India have not supplied to
the Company an address wiihin India for giving of notices to them and also
to (b) every person entitled to a share in consequence of the death or
insolvency of a member who but for his death or insolvency would be entitled
to receive notice of the meeting.
WINDING UP
116. In the Company shall be wound up and the assets available for
distribution among the members as such shall be insufficient to repay the
whole of tt.e paid up capital, such assets shall be distributed so that, as near!y
as may be, the losses shall be borne by the members in proportion to the
capital paid up, or which ought t,o have been paid up, at the commencement
of the winding up on the sharer held by them respectively. And if in a
winding up the assets available for distribution among the members shall be
more than sufficient to repay the whole of the capital pain up at the
commenceme.it of the wiiings up, the excess shall de distributed among the
members in proportion to the capital at the commencement of the winding
up, paid up, or which ought to have been paid up on the shares held by
them respectively. But this clause is to be without prejudice to the rights
of the holders of share issued upon special terms and conditions.
INDEMNITY
117. Subject to the provisions of the Act, every Director. Manager and
other officer or servant of the Company shall be indemnified by the Company
against him and it shall be the duty of the Board of Directors out of the funds
of the Company to pay all costs, losses, demages and expenses which any
••
••
(25)
113. A notice may be given by the Company to the joint holders of a
share by giving the notice to the joint holder named first in the register in
respect of the share.
A
N. . a. . a...“ ..._.- ~-.........._.._. .4423.
114. A notioe may be given by the Company to the persons entitled to
a share in consequence of the death or insolvenCy of a member by sending it
through the post in a prepaid letter addressed to them by name or by the
title or representatives of the deceased ; or assignee of the insolvent of by any
like description, at the address (if any) in India supplied for the purpose by
the persons claiming to be so entitled, or (until such an address has been so
supplied) by giving the notice in any manner in which the same might have
been giving if the death or insolvency had not occured.
i
115. Notice of every general meeting shall be given in the same manner
hereinbefore authorised to (a) every member of the Company except those
members who having no registered address within India have not supplied to
the Company an address wiihin India for giving of notices to them and also
to (b) every person entitled to a share in consequence of the death or
insolvency of a member who but for his death or insolvency would be entitled
to receive notice of the meeting.
WINDING UP
n
116. In the Company shall be wound up and the assets available for
distribution among the members as such shall be insufficient to repay the
whole of tie paid up capital, such assets shall be distributed so that, as nearly 1
as may be, the losses shall be borne by the members in proportion to the
capital paid up, or which ought to have been paid up, at the commencement
of the winding up on the sharer held by them respectively. And if ina
winding up the assets available for distribution among the members shall be
more than sufficient to repay the whole of the capital pain up at the
commencement of the widings up, the excess shall de distributed among the
members in proportion to the capital at the commencement of the winding
t ' up, paid up, or which ought to have been paid up on the shares held by
them respectively. But this clause is to be without prejudice to the rights
of the holders of share issued upon special terms and conditions.
INDEMNITY
117. Subject to the provisions of the Act, every Director. Manager and
other officer or servant of the Company shall be indemnified by the Company
. . against him and it shall be the duty of the Board of Directors out of the funds
of the Company to pay all costs, losses, demages and expenses which any
·"III,!I,I, 118. Subject the provisions of the Act, no Director, Manager or other
I!I !,W' officer of the Company sbal! be liable for the acts, receipts, neg'ects or defaults
t : '~,.;. of any other Director of Offiicer or for joining in any receipt or other act for
.(':'!
'111:1 conformity or for any loss or expense happening to the Company through
:! I~ the insufficiency or deficiency of title to any property acquired by order of
1:!III:I~::~;' the Board of Directors for or on behalf of the Company or for the insufficiency
,Jill'l: or deficiency of any security in or open which any of the moneys of the
Ilitl\!; ~\i Company shall be invested or for any loss or damage arising from the
ii' bankruptcy, insolvency or tortuous act of any person with whom any moneySt
securities or effect shall be deposited or for damage or misfortune whatever
which shall happen in the execution of the duties of his officeor in relation
thereto unless the same happens through his own negligence, default, breach
of duty or breach of trust.
•
I
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( 26 )
such officer or servant may incur or become liable to by reason of any contract
entered into or act or thing done by him as such Director, Manager or
other officer or servant or in any way in the discharge of his duties including
travelling expenses and in particular so as not to limit the generality of
the foregoing provisions against all liabilities incurred by him as SUCll
Director, Manager or other officer or servant in defending any proceedings
whether, civil or criminal in which judgment is given in his favour Or in
which he is acquitted or in connection with any application under the Act in
which relief is granted by the Court.
We, the several persons whose names and addresses are subscribed are
desirous of being formed into a Company in pursuance of this Articles of .
Association, and we respectfully agree to take the number of shares in the
capital of the Company set opposite to our respective names.
(26)
such officer or servant may incur or become liable to by reason of any contract
entered into or act or thing done by him as such Director, Manager or
other officer or servant or in any way in the discharge of his duties including
travelling expenses and in particular so as not to limit the generality of
the foregoing provisions against all liabilities incurred by him as such
Director, Manager or other oflicer or servant in defending any proceedings
whether, civil or criminal in which judgment is given in his favour or in
which he is acquitted or in connection with any application under the Act in
which relief is granted by the Court.
118. Subject the provisions of the Act, no Director, Manager or other
officer of the Company shall be liable for the acts, receipts, neg‘ects or defaults
of any other Director of Ol‘fiicer or for joining in any receipt or other act for
conformity or for any loss or expense happening to the Company through
the insufficienCy or deficienCy of title to any property acquired by order of
the Board of Directors for or on behalf of the Company or for the insufficienCy
or deficiency of any security in or open which any of the moneys of the
Company shall be invested or for any loss or damage arising from the
bankruptCy, insolvency or tortuous act of any person with whom any moneys,
securities or efiect shall be dep05ited or for damage or misfortune whatever
which shall happen in the execution of the duties of his oflice or in relation
thereto unless the same happens through” his own negligence, default, breach
of duty or breach of trust.
We, the several persons whose names and addresses are subscribed are
desirous of being formed into a Company in pursuance of this Articles of -
Association, and we respectfully agree to take the number of shares in the
capital of the Company set opposite to our respective names. ‘
slab-3 t
ract m.':\\ 1f ( 27 )
or -Ling
Sl. Name, address No. of shares Signature of Signature ofof
ch No.
and description taken by each subscriber. witnesses ~•
gs of subscriber. subscriber. addresses ,
in description,
;t in occupation.
1 2 3 4 5
ther
lutts
t for
gh
tr of
~ncy
the
the
eySt
ever
tion
each
l are
es of,
the
1. For Governor of 59,999
Tripura (equity shares)
A. Sinha
S/o Late K.C. Sinha
2. Director of 1
Industries (equity share)
Govt. of Tripura,
Agartala.
R.P. Sen Gupta
S/o Late Abinash Ch.
Sen Gupta.
sa. A. Sinha Sd/C.R. Bhatta-
Development Com- charjee
missioner-cum Officer on Special
Secretary to the Duty (Project)
Govt- of Tripura. Govt. of Tripura,
Department of Agartala.
Industries, Agartala,
For and on behalf
of Governor.
Sd/R. P. Sen Gupta
Director of Indus-
tries, Tripura.
Sd/ M.J. Bhatt
Dy, Director of
Industries,
Tripura.
Total 60,000 ( Sixty thousand )
Dated, Agartala .........•••....................• the day of ...........•...•........ \974
;,
ther
.ults
t for
ugh
:1' of
:nCy
the
the
Ieys
ever
,tion
wch
l are
esof~
\ the
51. Name, address
No. and description
(
27
No. of shares
)
Signature of Signature of
taken by each subscriber. witness“’
of subscriber. subscriber. addresses,
descripfiou,
~ occupation.
1 2 4 5
1. For Governor of 59,999 so. A. Sinha Sd/C.R. Bhatta-
Tripura (equity shares) Development Com- charjec
A. Sinha missioner-cum Officer on special
2. Director of 1
Industries
Govt. of Tripura,
Agartala.
R.P. Sen Gupta
S/o Late Abinash Ch.
Sen Gupta.
S/o Late K.C. Sinha
(equity share)
Duty (Project)
Govt. of Tripura,
Agartala.
Secretary to the
Govt. of Tripura.
Department of
Industries, Agartalh,
For and on behalf
of Governor.
Sd/R. P. Sen Gupta Sd/ MJ. ma
Director of Indus- Dy, Director of
tries, Tripura. Industries,
Tripura.
Total 60,000 (Sixty thousand)
Dated, AgartalaeounutteOQ-onenon-unn-ofl'the day 0fuunun...aoeo-0.eol"enn‘974
/fl