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'E'RIPURA ENBUWRML DEVELOPMENT
‘ CfiRPORATIGN LIMITED
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! Certificate ~;MI.i~corporation I
~ ~~ NO. 1491 OF 1973-74 ~
~ ~
~ ~= I he1'eby certify that TRIPURA INDUSTRIAL DEVELOPMENT I
~ CORPORATION LIMITED is ihi» day incorporated umder the Companie« ~I Act, 1966 (No.1 of 1966) and that the Oompany is limited. I
~ Given usider my hand at Shillong this 2 t (Twenty Eighth) day
I of MARCH, OneT'housand Nine Hundred and Seventy F01l1' (7th day of ~
~ Ohaitra, 1896 Saka). ~
I I
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~ ( s. P. VASHISHTHA ) ~
~ Registrar of Companies, Assam, Meghalaya, ~I Manipur, Tripura, Nagaland, Arunachal I
~ Pradesh & Mizoram,' ~
~ SHILLONG. ~
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FORM l. R.
Certificate of Incorporation
NO. 1491 OF 1973-74
I hereby Certify that TRIPURA INDUSTRIAL DEVELOPMENT
CORPORATION LIMITED is this day incorporated under the Companies
Act, 1956 (No. 1 of 1956) and that the Company is limited.
Give'n under my hand at Shillong this 28th (Twenty Eighth) day
Of MARCH, One Thousand Nine Hundred and Seventy Four (7th day of
Chaitra, 1895 Saka).
3d-
( s. P. VASHISHTHA)
Registrar of Companies, Assam, Meghalaya,
Manipur, Tripura, Nagaland, Arumchal
Pradesh (6 Mizoram,
SHILLONG.
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COMPANY LIMITED BY SHARES
MEMORANDUM OF ASSOCIATION
OF
TRIPURA INDUSTRIAL DEVELOPMENT CORPORATION LIMITED.
1. The name of the Company IS "Tripura Industrial Development
Corporation Limited."
II. The Registered Office of the Company will be situated In the
State of Tripura.
III. The Objects for which the Company is established are :-
(1) To promote, establish and execute industries, projects or enterprises
for manufacture and production of plant, machinery, tools, implements,
materials, substances, goods o.r things of any description which in the opinion
of the Company are likely to promote or advance the industrial development
of T ripura and India.
(1 a) To establish, construct and manage Industrial Estates at places
selected by State Government or the Company for the purpose of facilitating
the location of industries therein and make the same available for industrial
undertakings to establish industries in such. areas and to take all actions
necessary therefor and connected therewith.
(1 b) To develop, construct and manage Industrial· Areas as may be
selected by State Government or the Compnny for the purpose and make
the same available for industrial undertakings to establish industries in such
areas and to take all actions necessary therefor and connected therewith.
(2) To promote and operate schemes for industral development of
Tripura and for that purpose to prepare and get prepared reports, blue-prints,
statistics and other information.
(3) \ To aid, assist and finance any industrial undertaking, project or
enterprise, whether owned or run by Government, statutory body, private
company, firm or individual, with capital, credit, means or resources for
prosecution of its work and business.
@1112 Qumranier an. 1956
COMPANY LIMITED BY SHARES
MEMORANDUM OF ASSOCIATION
, OF
TRIPURA INDUSTRIAL DEVELOPMENT CORPORATION LIMITED.
I. The name of the Company is “Tripura Industrial Development
Corporation Limited.”
11. The Registered Office of the Company will be situated in the
State of Tripura.
III. The Objects for which the Company is established are :—
(1) To promote, establish and execute industries, projects or enterprises
for manufacture and production of plant, machinery, tools, implements,
materials, substances, goods or things of any description which in the opinion
of the Company are likely to promote or advance the industrial development
of Tripura and India. ’
(1 a) To establish, construct and manage Industrial Estates at places
selected by State Government or the Company for the purpose of facilitating
the location of industries therein and make the same available for industrial
undertakings to establish industries in such _ areas and to take all actions
necessary therefor and connected therewith.
(1 b) TO develop, construct and manage Industrial‘Areas as may be
selected by State Government or the Compnny for the purpose and make
the same available for industrial undertakings to establish industries in such
areas and to take all actions necessary therefor and connected therewith.
I (2) To promote and operate schemes for industral development of
Tripura and for that purpose to prepare and get prepared reports, blue-prints,
statistics and other information.
(3) ,To aid, assist and finance any industrial undertaking, project or
enterprise, whether owned or run by Government, statutory body, private
company, firm or individual, with capital, credit, means or resources for
prosecution of its work and business.
•••. p •••••••
[ 2 ]
(4 ) To promote and establish companies and associations f or the
prosecution or execution of industrial undertakings, works, projects and
enterprises of any description, whether of a private or public character,
which in the opinion.of the company would contribute to the industrial
development of Tripura and India and to and acquire and dispose of shares
and interest in such companies or associations or in any other companies
or associations or in the undertakings thereof.
(5). To procure capital for or to provide machinery, equipment and
other facilities to any company, person or association for the purpose of
carrying into effect any objects connected with the industrial development
of Tripura and India, and to subscribe for or underwrite or otherwise
deal with shares, debentures and securities of any such companies or persons
or associations.
(6) To seek for and secure openings for the employment of capital
in India and elsewhere and with a view thereto to prospect, enquire,
examine, explore and test, and to despatch andemploy expeditions, commi-
ssions, experts and other agents.
(7) To carryon all kinds of exploration business, and in particular
to search for, prospect, examine and explore mines and ground supposed to
contain minerals or precious stones, and to search for and obtain information
in regard to mines, mining claims, mining districts and localities and to
purchase or otherwise acquire, and to sell, dispose of and deal with mines and
mining rights, and property supposed to contain minerals or precious stones
of all kinds, and undertakings connected therewith and to work, exercise,
develop and turn to account mines and mining rights, and any undertaking,
connected therewith and to buy, sell, refine, manipulate and deal in minerals
of all kinds.
(8) To construct, execute, carry out, equip, improve, work, develop,
administer, manage or control public works and conveniences of all kinds,
which expression in this Memorandum, includes railways, tramways, dock."
harbours, piers, wharves, canals, reservoirs, bridges, embankments, irrigations,
reclamation, improvement, sewage, drainage, sanitary, water, gas, electric
light, telephonic, telegraphic and power supply works and hotels, warehouses,
markets and public buildings, and all other works or conveniences of public
utility, and to apply for, purchase or otherwise acquire, any contracts,
decrees, and concessions for or in relation to the construction, execution,
carrying out, equipment, improvement, management, administration, or
control of public works and conveniences, and to undertake, execute, carry
out, dispose of or otherwise turn. to account the same.
(9) To employ and remunerate experts to investigate and examine into
the condition, prospects, value, character; and circumstances, of any business
or industrial concern and undertaking, and generally of any assets, property,
or rights.
[2]
(4-) To promote and establish companies and associations for the
prosecution or execution of industrial undertakings, works, projects and
enterprises of any description, whether of a private or public character,
which in the opinion.of_ the company would contribute to the industrial
development of Tripura and India and to and acquire and dispose of shares
and interest in such companies or associations or in any other companies
or associations or in the undertakings thereof.
(5). To procure capital for or to provide machinery, equipment and
other facilities to any company, person or association for the purpose of
carrying into effect any objects connected with the industrial development
of Tripura and India, and to subscribe for or underwrite or otherwise
deal with shares, debentures and securities of any such companies or persons
or associations.
/ 6) To seek for and secure openings for the employment of capital
in India and elsewhere and with a view thereto to prospect, enquire,
examine, explore and test, and to despatch andemploy expeditions, commi-
ssions, experts and other agents.
(7) To carry on all kinds of exploration business, and in particular
to search for, prospect, examine and explore mines and ground supposed to
contain minerals or precious stones, and to search for and obtain information
in regard to mines, mining claims, mining districts and localities and to
purchase or otherwise acquire, and to sell, dispose of and deal with mines and
mining rights, and property supposed to contain minerals or precious stones
of all kinds, and undertakings connected therewith and to work, exercise,
develop and mm to accountmines and mining rights, and any undertaking,
connected therewith and to buy, sell, refine, manipulate and deal in minerals
of all kinds.
(8) To construct, execute, carry out, equip, improve, work, develop,
administer, manage or control: public works and conveniences of all kinds,
which expression in this Memorandum, includes railways, tramways, docks,
harbours, piers, wharves, canals, reservoirs, bridges, embankments, irrigations,
reclamation, improvement, sewage, drainage, sanitary, water, gas, electric
light, telephonic, telegraphic and power supply works and hOtels, warehouses,
markets and public buildings, and all other works or conveniences of public
utility, and to apply for, purchase or otherwise acquire, any contracts,
decrees, and concessions for or in relation to the construction, execution,
carrying out, equipment, improvement, management, administration, 0r
control of public works and conveniences, and to undertake, execute, carry
out, dispose of or otherwise turn to account the same.
, (9) To employ and remunerate experts to investigate and examine into
the condition, prospects, value, character, and circumstances, of any business
or industrial concern and undertaking, and generally of any assets, property.
or rights.
-- ----=--
_~ ---x -,-
[~ ]-
(11 ) To carryon in India or elsewhere the trade or business of purchas-
ing, hiring, or otherwise acquiring, and making, building of or manufacturing
,railway carriage and wagons, and otber carriages, wagons, carts, trucks,
vehicles, locomotives, engines, rolling stock and conveyances of all kinds,
whether for. railway, tramway, road, field, or other traffic or purpose, and
also rails and railways and tramway plant, and all machinery, materials, and
thinks applicable or used as accessory thereto and of letting or supplying all
or any of things hereinbefore specified ':0 coal proprietors, railway, and
other companies and other persons from year to year or for a term of years,
or otherwise, at annual or other rents, and of repairing and maintaining
the same respectively whether belonging to this Company or not, and of
selling, exchanging and otherwise dealing in ~he same respectively.
(12) To carryon the business of manufa ·turers or dealers in, hirers,
repairers, cleaners, storers, and warehouses of r, otor cars, motor cycles, cycle
cars, motors, scooters, cycles, bi-cycles and catriages, launches, boats, vans,
aeroplanes, hydroplanes, and other conveyances or' all descriptions (hereinafter
comprised in the term "motors and other thirgs") whether propelled or
assisted by means of petrol, spirit, steam, gas, eiectrical, animal, or other
power arid of engines, chassis, bodies, and other things for. in or in connection
with motors and other things. and to buy, sell, let on hire,' repair, alter and
deal in machinery, component parts, accessories an 1 fittings of all kinds for
motors and other things and all articles and thing s referred to above or
used in or capable of being used in connection "lith the manufacture,
maintenance and working thereof.
(13) To purchase, charter, hire, build or otherwise acquire steam and
otherships or vessels or any share or interest therein with all equipments
and furniture and to employ the same in the conveyance of passengers,
mails, troops, munitions of war, live-stock, meat, corn and other produce
and of treasure and merchandise of all kinds between such ports in any parts
of the world that may seem expedient and to acquire any postal subsidies.
(14) To sell, dispose of or transfer any industrial undertaking, project
or factory to any Company or association or concern on such terms and
conditions as may be determined by the Company.
'15) or to deal with shares,
of a _ company
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i; (10) To carry on the business of engineers and manufacturers of
"agricultural and other machinery, plants, implements and tools, equipments,
apparatus and accessories, rolling stock and other like goods and the produc-
tion and working of metals and minerals of all kinds and the production,
manufacture and preparation of any other materials, which may be usefully
or conveniently combined with the engineering or manufacturing business
of the Company.
(11) To carry on in India or elsewhere the trade or business of purchas-
ing, hiring, or otherwise acquiring, and making, building of or manufacturing
lrailway carriage and wagons, and other carriages, wagons, carts, trucks,
vehicles, locomotives, engines, rolling stock and conveyances of all kinds,
whether for. railway, tramway, road, field, or other traffic or purpose, and
also rails and railways and tramway plant, and all machinery. materials, and
thinks applicable or used as accessory thereto and of letting or supplying all
or any of things hereinbefore specified to coal proprietors, railway, and
other companies and other persons from year to year or for a term of years,
or otherwise, at annual or other rents, and of repairing and maintaining
the same respectively whether belonging to this Company or not, and of
selling, exchanging and otherwise dealing in the same respectively.
(12) To carry on the business of manufacturers or dealers in, hirers,
repairers, cleaners, storers, and warehouses of n otor cars, motor cycles, cycle
cars, motors, scooters, cycles, bi-cycles and car :‘iages; launches, boats, vans,
aeroplanes, hydroplanes, and other conveyances of all descriptions (hereinafter
comprised in the term “motors and other things”) whether propelled or
assisted by means of petrol, spirit, steam, gas, electrical, animal, or other
power and of engines, chassis, bodies, and other things for. in or in connection
with motors and other things. and to buy, sell, let on hire, repair, alter and
deal in machinery, component parts, accessories ancl fittings of all kinds for
motors and other things and all articles and thing: referred to above or
used in or capable of being used in connection with the manufacture,
maintenance and working thereof.
(13) To purchase, charter, hire, build or otherwise acquire steam and
otherships or vessels or any share or interest therein with all equipments
and furniture and to employ the same in the conveyance of passengers,
mails, troops, munitions of war, live—stock, meat, corn and other produce
and of treasure and merchandise of all kinds between such ports in any parts
of the world that may seem expedient and to acquire any postal subsidies.
(14) To sell, dispose of or transfer any industrial undertaking, project
or factory to any Company or association or concern on such terms and
conditions as may be determined by the Company.
(15) To invest the capital of the Company in or to deal with shares,
stocks, bonds, debentures, obligations, and other aecm'ities of any company
or association formed for establishing, executing or working of any industrial
-~-=~--
[ 4 ] (I.,
undertaking approved by the Company, on such terms and conditions C\
the Company deems fit.
I 1
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(16) . To act as Managers or to direct the management, control and
supervision of any company, association or concern by nominating directors,
controllers, supervisions, advisors or otherwise, or to collaborate with any
company or association or concern formed for carrying on any manufacture
or business within the objects of the Company.
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to,
or
(17) To enter: into any partnership or arrangement for joint working in
business, sharing of profits, pooling of any industrial undertaking, joint
adventure or reciprocal concession or amalgamation, with any other company,
firm or person, carrying on or engaged in any manufacture or business
within the objects of this Company or similar thereto.
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(18) To establish, promote, subsidise and otherwise assist, any company
or companies, syndicate or other concern for the purpose of setting up any
industry or running any industrial undertaking, accquring any property or
furthering any of the objects of this Company.
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(19) To sell, dispose of, let on lease or on hire or transfer, the business,
property and undertakings of the Company, or any part thereof. for cash,
stock or shares of any other company or for any other consideration which
the Company may see-fit to accept.
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Co;(20) To effect any modification of the Company's constitution or to
change its objects' in the manner prescribed by the Act for any other purpose
which may seen-expedient for securing the industrial development of the
State of Tripura and to oppose any proceedings or applications which may
seem calculated, directly or indirectly to prejudice the Company's interests.
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(21) To procure the Company to be registered or recognised in any
foreign country or place.
(22) To sell, improve, manage, develop, exchange, lease, mortgage,
enfranchise, dispose of, turn to account or otherwise deal with, all or any part
of the property and rights of the Company. .
nee:
(23) To accept stock or shares in, or debentures, mortgage deben-.
tures or other securities of any other company in payment or part payment
for any services rendered or for any sale made to or debt owing from any
such company.
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thert24) To grant or guarantee loans or advances to any company, associa-
tion or concern engaged in any ind try or 0 assist its development or
expansion or 0 ena e it to under a .e a ta ~ a : new industry approved
e Company or 11
sam
[41*
undertaking approved by the Company, on such terms and conditions a
the Company deems fit.
(16) ,To act as Managers or to direct the management, control and
supervision of any company, association or concern by nominating directors,
controllers, supervisions, advisors or otherwise, or to collaborate with any
company or association or concern formed for carrying on any manufacture
or business within the objects of the Company.
(17) To enter'into any partnership or arrangement for joint working in
business, sharing of profits, pooling of any industrial undertaking, joint
adventure or reciprocal concession or amalgamation, with any other company,
firm or person, carrying on or engaged in any manufacture or business
within the objects of this Company or similar thereto.
(183 To establish, promote, subsidise and otherwise assist, any company
or companies, syndicate or other concern for the purpose of setting up any
industry or running. any industrial undertaking, accquring any property or
furthering any of the objects of this Company.
(19) To sell, dispose of , let on lease or on hire or transfer, the business,
property and undertakings of the Company, or any part thereof, for cash,
stock or shares of any other company or for any other consideration which
the Company may see-fit to accept.
(20) To effect any modification of the Company’s constitution or to
change its objects. in the manner prescribed by the Act for any other purpose
which may seen'expedient for securing the industrial development of the
State of Tripura and to oppose any proceedings or applications which may
seem calculated, directly or indirectly to prejudice the Company’s interests.
(21) To procure the Company to be registered or recognised in any
foreign country or place.
(22) To sell, improve, manage, develop, exchange, lease, mortgage,
enf ranch1se, dispose of, turn to account or otherwise deal with, all or any part
of the property and rights of the Company.
(23) To accept stock or shares in, or debentures, mortgage deben-.
tures or other securities of any other company in payment or part payment
for any services rendered or for any sale made to or debt owing from any
such company.
(24) To grant or guarantee loans or advanc’es to any company, associa-
tion or concern engaged in any industry or to assist its development or
expansion or to enable it to undertake and start any new industry approved
by the Company.
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[ 5 ]
f I (25) . To carryon any other business ( whether manufacturing or r-
wise) which may seem to the Company capable of being conve ly
carried on in connection with the above or calculated directly or indirectly
to enhance the value of or render profitable any of the Company's property
or rights.
(26) To acquire and undertake the whole or any part 'of the business,
property, and liabilities of any person or company carrying on any business
wh ich the Company is authorised to carryon or possessed of property
suitable for the purposes of this Company and to enter into arrangements or
agreements with any Company or person for joint operation, control, and
management of any industry, business or trade which may be conducive to
the interests of the Company.
(27) To pay all costs, charges and expenses incurred or sustained in or
about the promotion and establishment of the Company, or which the
Company shall consider to be in the nature of preliminary expenses including
therein the cost of advertisting, commissions for underwriting, brokerage,
printing and stationery and expenses attendant upon the formation of
agencies.
(28) Upon any issue of shares, debentures or other securities of the
Company, to employ brokers, commission agents and underwriters and to
..f>rovidefor the remuneration of such persons for their services by payment
in cash, or by the issue of .shares, debentures or other securities of the
Company, or by the granting of options to take the same, or in any other
manner allowed hy law.
(29) Generally to purchase, take on lease or in exchange, hire, or
otherwise acquire, any deal and personal property and any rights or
privileges which the Company may think necessary or convenient for the
purpose of its business and in particular any land, building, easements,
machinery, plant, and stock-in-trade.
(30) To construct, maintain, and alter any buildings, or works,
necessary or convenient for the purposes of the Company.
(31) To construct, improve, maintain, develop, work, manage, carry
out, or control any roadways, tramways, railways, branches, or sidings,
bridges, reservoirs, water-courses, wharves, manufactories, warehouses, electric
works, shops, stores and other works and conveniences which may- seem
calculated directly or indirectly to advance the Company's interests and to
contribute to, subsidise, or otherwise assist to take part in the constructio
improvement, maintenance, working, management, carrying out or co --
hereof.
[5]
(25) . To carry on any other business ( whether manufacturing or r-
wise ) which may seem to the Company capable of being conve y
carried on in connection with the above or calculated directly or indirectly
to enhance the value of or render profitable any of the Company’s property
or rights.
(26) To acquire and undertake the whole or any part ‘of the business,
property, and liabilities of any person or company carrying on any business
which the Company is authorised to carry on or possessed of property
suitable for the purposes of this Company and to enter into arrangements or
agreements with any Company or person for joint operation, control, and
management of any industry, business or trade which may be conducive to
the interests of the Company.
( 27) To pay all costs, charges and expenses incurred or sustained in or
about the promotion and establishment of the Company, or which the
Company shall consider to be in the nature of preliminary expenses including
therein the cost of advertisting, commissions for underwriting, brokerage,
printing and stationery and expenses attendant upon the formation of
agencies.
(28) Upon any issue of sha’res, debentures or other securities of the
Company, to employ brokers, commission agents and underwriters and to
.provide for the remuneration of such persons for their services by payment
in cash, or by the issue of 'shares, debentures or other securities of the
Company, or by the granting of options to take the same, or in any other
manner allowed by law.
(29) Generally to purchase, take on lease or in exchange, hire, or
otherwise acquire, any deal and personal property and any rights or
privileges which the Company may think necessary or convenient for the
purpose of its business and in particular any land, building, easements,
machinery, plant, and stock-in-trade.
(30) To construct, maintain, and alter any buildings, or works,
necessary or convenient for the purposes of the Company.
(31) To construct, improve, maintain, develop, work, manage, carry
out, or control any roadways, tramways, railways, branches, or sidings,
bridges, reservoirs, water-courses, wharves, manufactories, warehouses, electric
works, shops, stores and other works and conveniences which may‘ seem
calculated directly or indirectly to advance the Company’s interests and to
contribute to, subsidise, or otherwise assist to take part in the construction,
improvement, maintenance, working, management, carrying out or «and
thereof.
[ 6 ]
I
. ainmg, fitting up, and improving building, and by planting, paving,
draming, farming, cultivating and letting on building lease or building
agreement, and by advancing money to and entering into contracts and
arragements, of all kinds wit~ builders and others.
(33) To apply for and take out, purchase or otherwise acquire any
trade mark, patents, patents rights, inventions, copyright, designs or secret
processes, which may be useful for the Cornany's objects, and to grant
licenses to use the same, and to work, develop, carryon, exercise and turn to
account the same.
(34) To enter into any arrangements with Government of India or any
other Government or State or Local Authority for the purpose of carrying out
the objects of the Company or furthering its interests and to obtain from
such Government or Authority or person any charters, subsidies, loans, in-
demnities, grants, contracts, licences, rights, concessions, privileges, or immu-
nities which the Company may think it desirable to obtain and exercise and
. comply with any such arrangements, rights, privileges and concessions.
(35) To manufacture, buy, sell, import, export, instal, work and gener-
ally deal in, any plant, machinery, substances, tools, materials, goods or
things of any description, which in the opinion of the Company is in connec-
tion with any of its objects.
(36) To issue, or guarantee the issue of, on the payment of interest,
the shares, debentures, debenture stock, or other securities or obligations of
any company or association and to payor provide for brokerage, comrmssion,
and underwriting in respect of any such issue.
(37) To draw, make, accept, discount, execute, issue and negotiate, bills
'of exchange and promissory notes, debentures, and other negotiable or trans-
f erable instruments.
(38) To borrow or raise or secure the payment of money in such
manner as the Company shall think fit, and in particular by the isssue of
debentures, or debenture stock, perpetual or otherwise, charged upon all or
any of the Company's property ( both present and future) including its
uncalle::l capital, and to purchase, redeem or payoff any such securities.
(39) To receive grants, loans, advances or other moneys on deposit or
otherwise from State or Central Governent, Banks, Companies, Trusts, or
individuals with or without allowance of interest thereon.
(4-0J To end oney to su 1 persons or companies and on such terms
xpecient, and m p omers and others having
e :::-·01" • a e b;
[6]
di‘aning, farming, Cultivating and letting on building lease or building
agreement, and by advancing money to and entering into contracts and
arragements, of all kinds with builders and others.
(33) To apply for and take out, purchase or otherwise acquire any
trade mark, patents, patents rights, inventions, copyright, designs or secret
processes, which may be useful for the Comany’s objects, and to grant
licenses to use the same, and to work, develop, carry on, exercise and turn to
account the same.
(34) To enter into any arrangements with Government of India or any
other Government or State or Local Authority for the purpose of carrying out
the objects of the Company or furthering its interests and to obtain from
such Government or Authority or person any charters, subsidies, loans, in-
demnities, grants, contracts, licences, rights, concessions, privileges, or immu-
nities which the Company may think it desirable to obtain and exercise and
. comply with any such arrangements, rights, privileges and conCessions.
(35) To manufacture, buy, sell, import, export, instal, work and gener-
ally deal in, any plant, machinery, substances, tools, materials, goods or
things of any description, which in the opinion of the Company is in connec-
tion with any of its objects.
(36) To issue, or guarantee the issue of, on the payment of interest,
, the shares, debentures, debenture stock, or other securities or obligations of
any compan‘y or association and to pay or provide for brokerage, commission,
and underwriting in respect of any such issue.
(37) To draw, make, accept, discount, execute, issue and negotiate, bills
of exchange and promissory notes, debentures, and other negotiable or trans-
f erable instruments.
(38) To borrow or raise or secure the payment of money in such
manner as the Company shall think fit, and in particular by the isssue 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, and to purchase, redeem or pay off any such securities.
(39) To receive grants, loans, advances or other moneys on deposit or
Otherwise from State or Central Governent, Banks, Companies, Trusts, or
individuals With or without allowance of interest thereon.
» (40) To lend money to such persons or companies and on such terms
as may seem expedient, and in particular to customers and others having
dealings with the Company, and to gramme the performance of contracts by
anv such persons or oompania.
‘aining, fitting up, and improving building, and by planting, paving,
I 7 ]
(41) To invest the moneys of the Company not immediately required
in such manner, other than in the shares of this Company, as from time to
time may be determined.
(42) To acquire by subscription, purchase or otherwise and to accept
and take, hold and sell, shares or stock in any company, society or under-
taking, the objects of which shall, either in whole or in part, be similar to
those offhis Company, or such as may be likely to directly or indirectly
promote or advance the interests of this Company.
(43) To establish, maintain, subscribe or to subsidise or become member
of training institutions, research laboratories, research institutions and
experimental workshops for scientific and technical research and experi-
ments.
(44) To provide for the welfare of persons in the employment of the
Company, and the wives, widows and families of such persons, byestablish-
ing Provident or other Funds, by grants of money, pensions or other
payments, and by providing or subscribing towards places of instruction
and recreation, and hospitals, dispensaries, medical and other attendance,
and other assistance, as the Company shall think fit and to subscribe money
to for and otherwise help any charitable or benevolent object or any exhibi-
tion or any public show or useful object.
(45) Distribute in specie or otherwise as may be resolved, any assets of
the Company among its members, and particularly the shares, debentures or
other securities of any other company formed to take over the whole or any
part of the assets or liabilities of this Company.
(46) To establish agencies in India and elsewhere and to regulate and
discontinue the same.
(47) To do all or any of the matters hereby authorised (in any part of
the world) either alone or in conjunction with or as factors, trustees or
agents for, any other companies or persons, or by or through any factors,
trustees or agents.
(48) To undertake and execute any trusts, the undertaking whereof may
seem desirable, either gratuitously or otherwise.
(49) To promote subsidiary companies for the purpose of implementing
any of the objects of the Company herein-before mentioned.
(50) Generally to do all such other matters and things as may appear to
be incidental or conducive to the attainment of the above objects or any of
them or consequential upon the exercise of its powers or discharge of its
duties. And it is hereby declared that, in the interpretation of this clause
the powers conferred on the Company by any paragraph shall not be restric-
ted b reference to any other paragraph, or to the name of the Company,
,1
7H I 7 ] .
(41) To invest the moneys of the Company not immediately required
in such manner, other than 1n the shares of this Company, as from time to
time may be determined.
(42) To acquire by subscription, purchase or otherwise and to accept
and take, hold and sell, shares or stock in any company, society or under-
taking, the objects of which shall, either in whole or in part, be similar to
those of i this Company, or such as may be likely to directly or indirectly
promote or advance the interests of this Company.
(43) To establish, maintain, subscribe or to subsidise or become member
of training institutions, research laboratories, research institutions and
experimental workshops for scientific and technical research and experi-
ments.
(44) To provide for the welfare of persons in the employment of the
Company, and the wives, widows and families of such persons, by establish-
ing Provident or other Funds, by grants of money, pensions or other
payments, and by providing or subscribing towards places of instruction
and recreation, and hospitals, dispensaries, medical and other attendance,
and other assistance, as the Company shall think fit and to subscribe money
to for and otherwise help any charitable or benevolent object or any exhibi-
tion or any public show or useful object.
(45) Distribute in specie or otherwise as may be resolved, any assets of
the Company among its members, and particularly the shares, debentures or
other securities of any other company formed to take over the whole or any
part of the assets or liabilities of this Company.
(46) To establish agencies in India and elsewhere and to regulate and
- discontinue the same.
(47) To do all or any of the matters hereby authorised ( in any part of
the world) either alone or in conjunction with or as factors, trustees or
agents for, any other companies or persons, or by or through any factors,
trustees or agents.
(48) To undertake and execute any trusts, the undertaking whereof may
seem desirable, either gratuitously or otherwise.
(49) To promote subsidiary companies for the purpose of implementing
any of the objects of the Company herein-before mentioned.
(50) Generally to do all such other matters and things as may appear to
be incidental or conducive to the attainment of the above objects or any of
them or consequential upon the exercise of its powers or discharge of its
duties. And it is hereby declared that, in the interpretation of this clause
the powers conferred on the Company by any paragraph shall not be restric-
ted by reference to any other paragraph, or to the name of the Company,
[ 8 ]
or by the juxtaposition of two or more objects and that, in the event of any;'
ambiguity this clause and every paragraph hereof shall be construted in
such a way as to widen and not restrict, the powers of the Company.
INT
IV. The liability of the members is limited.
1.
V. The capital of the Company is Rs. 1,00,00,000/- divided into
1,00,000 shares of Rs. 100/- each with power to issue any of the shares in
the capital, original or increased, with or subject to any preferential, special
or qualified rights or conditions as regards dividends, repayment of capital,
voting or otherwise.
or c(
(
(
We, the several persons' whose names and addresses are subscribed, are
desirous of being formed into a Company in pursuance of this Memorandum
of Association, and we respectively agree to take the number of shares in
the capital of the Company set opposite to our respective names:
(
(
Sl. Ns me, a.ddress a.nd No. of shares Signa.ture of Sign"ture of witnesses
No description of subscriber taken by each subscriber addresses, description
subscriber & occupation.
(l
1. Governor of Tripun 999 Sd/- Sd/-
C. R. Bhattacbarjee
Officer on Speoia.l Duty
(Project)
Govt. of 'I'r ipu r a,
(i
[equity shar ea] A. Sinhe
( Represented by
Shri A. Sinha.
Development C?missioner-
Cum-Secretary to tbe
Govt. of 'I'r ipu r a, Depart-
ment of Industries. ) (j
2. Shri R. P. Sengupta,
Director of Industries,
Govt. of 'I'r ipura.
1 Sd/- Sd/-
M. J. Bbllotta
Dy, Direotor of Industries
Tripun, Aga.rtala.
2.
shall
compa
article
[equity share ] R. P. Sengupta
Dated, Agartala the twenty third day of March 1974
3.
(a
[8] ' i
or by the juxtaposition of two or moreobjects and that, in the event of any,“
ambiguity this clause and every paragraph hereof shall be construted in
such a way as to widen and not restrict, the powers of the Company.
INTJ
IV. The liability of the members is limited.
1.
V. The capital of the Company is Rs. 1,00,00,000/- divided into or C(
1,00,000 shares of Rs. 100/- each with power to issue any of the shares in .
the capital, original or increased, with or subject to any 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 pursuance of this Memorandum (
of Association, and we respectively agree to take the number of shares in
the capital of the Company set opposite to our respective names: (
81. Name, address and ' No. of shares Signature of Signature of witnesses (
No description of subscriber taken by each subscriber addresses, description
’ subscriber dioceupetion.
(l
1- Governor of Tripurs 999 Bd/- 811/-
[equity shares] A. Sinhs 0' 3' Bhattscherjee
. Oflicer on Special Duty (.
. i
( Represented by (Proreot)
Bhri A. Binhs Govt. of Tripun.
Development Oomissioner- \
OumaBeei-etsry to the
Govt. of Tripurs. Depert- .
merit of Industries. ) (J
2 Shri B. P. Sengupts. ’ 1 ‘ 8d]. Sd/. ‘
. Director of Industries. . M. J. Bhstts
Govt. of Tripure. [equity Shim] 3‘ P. Sengupts Dy. Director of Industries 2'
Tripure, Agsrtsle. Shall
compa
Dated, Agartala the twenty third day of March 1974 article
3. '
•
D
n
II
I,
•••
. .....• .., ~
[ 9 ]
ARTICLES OF ASSOCIATION OF TRIPURA INDUSTRIAL
DEVELOPMENT CORPORATION LIMITED
INTERPRETATION
1. In these Articles, unless there be anything repugnant in the subject
or context-
.
(a) "The Company" means Tripura Industrial Development
Corporation Limited. .
(b) "The Act" means the Companies Act. 1956 (Act No.1 of 1956),
or any other Act or Acts in force concerning Companies and
affecting the Company.
,
(c) "The Governor" means the Governor, Tripura,
(d) "The Directors" means the Directors of the Company for the
time being.
(e) "Month" means an English calendar month.
(f) "Chairman" means the Chairman of the Board of Directors
of the Company.
(g) "Office" means the Registered Office of the Company .
..
(h) "Bye-laws" means the Bye-laws which may be framed by the
Board of Directors of the Company under these Articles and
which may, for the time being, be in force.
(i ) "The Board of Directors" means the Board of Directors assembled
at a meeting of the Directors duly called on or constituted or as
the case may be by the Directors assembled at a Board.
(j) "IDBI" means-the Industrial Development Bank of India established
under the Industrial Development Bank of India Act. 1964.
2. The Regulations contained in Table A in Schedule I of the Act
shall apply to Company insofar as they c.re applicable to private
companies 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
.....A. _, ‘—— T—qyfi ..,.__ -. m.-.
a ' .
[9-]
ARTICLES OF ASSOCIATION OF TRIPUR‘A INDUSTRIAL
DEVELOPMENT CORPORATION LIMITED
INTERPRETATION
1. In these Articles, unless there be anything repugnant in the subject
or CODtCXt—
shall apply to
(a) “The Company" means Tripura Industrial Development
Corporation Limited. .
(b) “The Act” means the Companies Act. 1956 (Act No. 1 of 1956),
or any other Act or Acts in force concerning Companies and
affecting the Company.
(c) “The Governor” means the Governor, ’Tripura.
(d) “The Directors” means the Directors of the Company for the
time being. .
(e) “Month” means an English calendar month.
(f) “Chairman” means the Chairman of the Board of Directors
of the Company.
(g) “Office” means the Registered Office of the Company.
(h) “Bye-laws” means the Bye-laws which may be framed by the
Board of Directors of the Company under these Articles and
which may, for the time being, be in force.
(i) “The Board of Directors” means the Board of Directors assembled
at a meeting of the Directors duly called on or constituted or as
the case may be by the Directors assembled at a Board.
(j) “IDBI” meansithe Industrial Development Bank of India established
under the Industrial Development Bank of India Act. 1964.
2. The Regulations contained in Table A in Schedule I of the Act
Company insofar as they are applicable to private
companies and are not amended, modified or substituted by the followgng
articles.
3. The Company is a Private Company, and accordingly—
,__£‘.__ --_--_Z__.
(a) The right to transfer shares of the Company is restricted in the
[ 10 ] ,
(b) The number of members of the Cornp iny (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 memhers of the Company whilst in that
employment and have continued to be members after the employ-
ment 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.
SHARE CAPITAL AND VARJATION OF RIGHTS.
4. The authorised share capital of the Company is Rs. 1,00,00,000/-
divided into 1,00,000 equity shares of Rs. 100/- each with power to increase
or reduce the capital.
5. Subject to the provisions, 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 preferred, perpreatial 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 resolution determine and any preference share may, with the sanc-
tion 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 of the shares of 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 holder s of the issued shares of that class or
with the sanction of special resolution passed at a separate general meeting
of the holders of the shares of that class. The provisions of these regulations
relating to general meetings shall onutatie 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 shares,
of that class.
7. The rights conferred upon the holders of the sh=res of any class issued
with preferred or other rights shall not, unless otherwise expressly provided
by the terms of issue of the shares of that class, be deemed to be varied by
the creation or issue of further shares ranking par' here 'I •.
8. (i) The Cornpanj may
conferred bv -6 a
[10]
(b) The number of members of the Camplny (not includingfi)
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 whilst in that
employment and have continued to be members after the employ-
ment 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.
SHARE CAPITAL AND VARIATION OF RIGHTS.
4. The authorised share capital of the Company is Rs. 1,00,00,000/-
divided into 1.00.000 equity shares of Rs. 100/- each with power to increase
or reduce the capital.
5. Subject to the provisions, 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 preferred, perpreatial 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 resolution determine and any preference share may, with the sanc-
tion 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 of the shares of 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 the sanction of special resolution passed at a separate general meeting
of the holders of the shares of that class. The provisions of these regulations
relating to general meetings shall mutatz‘s mutandz’s apply, to every such
separate general meeting but so that the necessary quorum shall be two
persons at least holding or representing by proxy on: third of the issued shares,
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 varied by
the creation or issue of further shares ranking pan' prim therewith.
8. (i) The Company may exercise the powers of paying commissions
conferred by Section 76 of the Act—provided that the rate of such
commisionottheammtofthecommision paid «agreed to be paid
shallbedisclouedinthemnnerreqniredbythatSecfim
T‘
i x
[ 11 ]
(ii) The rate of the commission shall not exceed the rate of five percent
of the price at which the shares, in respect whereof the same is paid, are
issued or an amount equal to five per cent of such price as the case may 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.
(iv) The Company may also, on any issue of shares, pay such brokerage 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
share, or any interest in any fractional part of a share, or (except only as by
these regulations or by law otherwise provided) any other rights in respect of
any share except an absolute right to the' entirety thereof in the registered
holder.
to. (i) Every person whose 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, or,
(b) 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 or shares held jointly by several persons the
Company shall not be bound to issue more than one certificate, and delivery
of a certificate for 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 evidence, as the Directors
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 he Corn an;'s share.
4.’
- fl-mrf
[11]
(ii) The rate of the commission shall not exceed the rate of five percent
of the price at which the shares, in respect whereof the same is paid, are
issued or an amount equal to five per cent of such price as the case may 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. '
(iv) The Company may also, on any issue of shares, pay such brokerage 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
share, or any interest in any fractional part of a share, or (except only as by
these regulations or by law otherwise provided) any other rights in respect of
any share except an absolute right to the ’ entirety thereof in the registered
holder.
10. (i) Every person whose 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, or,
(b) 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 or shares held jointly by several persons the
Company shall not be bound to issue more than one certificate, and delivery
of a certificate for share to any one of several joint holders shall be suflicient
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 evidence, as the Directors
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 shares.
[ 12 ]
I
not) called, or payable at a fixed time in respect of that share, and the d",
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 Board of Directors may 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, 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 exists 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
insol vency.
15. The proceeds of the sale shall be received by the Company and
applied in payment of such amount in respect of which the lien exists 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 person 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 SH RES
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
held 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 specfied by
the Board of Directors. A call may be made payable by instalrnents :
Provided that no call shall exceed one-fourth of the nominal val ue of
the share or be repayable at less than one month from the date 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 pay-
ment of any money due by him to the COITJpany for calls or otherwise.
18. (i) Each member shall, subject to recei ing at ea
notice specifying the tin.e or times and pace 0
pany at the time or ti es n pace 0 peci -e ,
shares.
four een
;
[12]
not) called, or payable at a fixed time in respect. of that share, and the a; -»
L
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 Board of Directors may 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, 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 exists 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
applied in payment of such amount in respect of which the lien exists 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 person 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 0N 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
held 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 specfied 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 repayable at less than one month from the date 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 pay-
ment of any money due by him to the Company for calls or otherwise.
18. (i) Each member shall, subject to receiving at least fourteen days
notice specifying the time or times and place of payment pay to the Com-
pany at the time or times and place so specified. the amount allot! on his
shares
i
“'7'
• •
.it! [ 13 ]
~ (ii) A call may be revoked or postponed at the discretion of the Board
of Directors.
A call shall be deemed to have been made at the time when the resolu-
tion 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 accoi 1t of the amount of
the share or by way of premium, as if the same had become payable by
virtue of a call duly made and notified.
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 IlfoneY5 uncalled and un-
paid upon any shares held by him, and upon all or .any .if 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 a general meeting, six percent per annum) as may be agreed upon
between the member paying the' sum in advance and the Board of Directors.
FORFEITURE 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 -tirne,
thereafter during such time as any part of the call or instalment remains
unpaid, serve a notice on him requiring payment of so much of the. call or
instalment as is unpaid, together with any interest which may have accrued.
24. The notice shall name a further day (not being earlier than the expiry
of fourteen days, from the dateof 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 complied
with, any share in respect of which the notice has been given may at any
[ 13 l
g (ii) A call may be revoked or postponed at the discretion of the Board
’ of Directors. '
A call shall be deemed to have been made at the time when the resolu-
tion 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.
20.1f a sum called in respect of a share is not paid before or on the day
appointed for payment thereof, the pawn 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 Diré‘ctors 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
1n 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 accor it of the amount of
the share or by way of premium, as if the same had become payable by
virtue of a call duly made and notified.
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 un-.
paid upon any shares held by him, and upon all or {any .)f 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 a general meeting, six percent per annum) as may be agreed upon
between the member paying the sum in advance and the Board of Directors.
FORFEITURE 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 or
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 complied
with, any share in respect of whiCh the notice has been given may at any
[ 14 ]
j
~
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, 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 l 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 hefore any share so for-
feited 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 date of for-
feiture, were presently payable by him to the Company in respect of the
shares, but his liability shall cease 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 Manger or the Secretary of the Company, and that a share in the Com-
pany has been duly forfeited OJ) 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 receive the consideration, if
any, given for the share on any sale or disposal thereof, and may execute a
transfer of the share in favour of the person to whom the share is sold or
disposed of. 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 or 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 Transfers
and therein enter the particulars of several transfers or transmission of any
share.
31. Subject to approval of the Governor, shar
member to another member. 0 shares sh I
as long as any member is -illing 0 p <?
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[14]
time thereafter, before the payment required by the notice has been made ‘3‘ V
be forfeited by a resolution of the Board of Directors to that effect, 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 for-
feited 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 date of for-
feiture, were presently payable by him to the Company in respect of the
shares, but his liability shall cease 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 Manger or the Secretary of the Company, and' that a share in the Com-
pany 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 receive the consideration, if
any, given for the share on any sale or disposal thereof, and may execute a
transfer of the share in favour of the person- to whom the share is sold or
disposed of. 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 or 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 Transfers
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 sham shall he transferred to non-member
alongas anymemberiswillingtopm'chaethe same.
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[ 15 ]
32. (i) The instrument of transfer of any share in the Company shall be
,r'
executed by or on behalf of both the transferor and transferee.
(ii) The transferor shalCbe dee ned to remain a holder of the share
until the name of the -transferee is entered in the register of members in
respect thereof.
33. Shares in the Company shalJ be transferred in the following form
or III any usual or common form which the Board of Directors shall
. approve:
"LA.B. of .,. in consideration. of sum of Rupees ... paid to me by C. D.
of. ..... hereinafter called 'the transferee' do hereby transfer to the transferee
the share (or shares) numbered to inclusive in the undertaking
called Tripura Industrial Development Corporation Limited to hold unto
the said transferee, his executors, administrators and assigns subject to the
several conditions or which I hold the same immediately before the execu-
tion thereof, and I, the transferee do hereby agree to take the said share
(or shares) subject'to the conditions aforesaid."
As witness our hands this day of. ..... Witness to the signatures of, etc.
34. The Board of Dir .ctors may, subject to the right of appeal con-
ferred by section 111 of the Act, decline to register-
(a) The transfer of a share, not being a fully paid share, to a person
of whom it d .es 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 instrument of transfer is accompained by the certificate of
the shares to which it relates and such other evidence as the Board
of Directors may reasonably require to show the right of the
transferor to make the transfer, and
(c) The instrumont 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 fourtyfive days in any year.
,_L'
[15]
32. (i) The instrument of transfer of any share in the Company shall be
)' executed by or on behalf of both the transferor and transferee.
(ii) The transferor shall‘be deemed to remain a holder of the share
until the name of the transferee is entered in the register of members in
respect thereof.
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 C. D.
of ......hereinafter called ‘th'e transferee’ do hereby transfer to the transferee
the share (or shares) numbered to inclusive in the undertaking
called Tripura Industrial Development Corporation Limited to hold unto
the said transferee, his executors, administrators and assigns subject to the
several conditions or which I hold the same immediately before the execu-
tion thereof, and I, the transferee do hereby agree to take the said share
(or shares) subject, to the conditions aforesaid.”
As witness our hands this day of ...... Witness to the signatures of, etc.
7 34. The Board of Directors may, subject to the right of appeal con-
ferred by section 111 of the Act, decline to register—
(a) The transfer of a share, not being a fully paid share, to a person
of whom it d mes 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 instrument of transfer is accompained by the certificate of
the shares to which it relates and such other evidence as the Board
of Directors may reasonably require to show the right of the
transferor to make the transfer, and
(c) The instrumont 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 'fourtyfive days in any year.
· , .
"' .
[ 16 ]
37~ The Company shall be entitled to charge a fee not exceeding two :
rupees on the registration 'of every probate, letters of administration, certi-
ficate of death or marriage, power of attorney, or other instrument.
TRANSMISSION 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 person becoming entitled to a share in consequence of the death
or insolvency of a member may, upon such evidence being produced as may
from time to time properly be required by the Board 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 registration as it would have had, if the deceased or insol-
vent member had transferred the share before his death or insolvency.
40. (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 sh3.11elect to transfer the share, he shall
testif y 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
insolvency 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 -0 exercise an . righ co erred
by member hip in relation to
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37.‘ The Company shall be entitled to charge a fee not exceeding twc5:_
rupees on the registration 'of every probate, letters of administration, certi-'
fiCate of death or marriage, power of attorney, or other instrument.
TRANSMISSION 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 person becoming entitled to a share in consequence of the death
or insolvency of a member may, upon such evidence being produced as may
from time to time properly be required by the Board 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 registration as it would have had, if the deceased or insol-
vent member had transferred the share before his death or insolvency.
40. (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 and the registration of transfer of shares shall
be applicable to any such notice or transfer as aforesaid as if the death or
insolvency of the member had not occurred and the notice or transfer were a
transfer signed by that member.
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:
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~. . Providedthat the Board of Directors may. at any time. givenotice
\' "requiring any such person to elect either to be registered himself or to trans-
fer the. share and if the notice is not complied with within ninety days, the
Board of Directors may thereafter withhold payment of all dividends,
Bonus or 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 General 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 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 its existing shares,
. (b) Sub-divide its existing shares or any of them into shires of smaller
amount than is fixed by the Memorandum of Association, subject.
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 any consent, required
by law.
47. The Board of Directors may, from time to time, and in accordance
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
El
[17]
'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 trans-
fer the. share and if the notice is not c'omplied with within ninety days, the
Board of Directors may thereafter withhold payment of all dividends,
Bonus or 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 General 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 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 its 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, subject,
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 any consent, required
by law.
47. The Board of Directors may, from time to time, and in accordance
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 0r repayment of such sum or sums in such
[ 18 ]
49. The debentures, debenture stock and other securities may be made
assignable from any equities between the Company and the persons to whom
the same maybe issued.
manner and upon such terms and conditions in all -respects as it thinks f- . ,
and in particular by the issue of debentures or debenture stock of the Com-
pany both present and .future, including its uncalled capital for the time
being.
50 .. Subject to the approval of the Governor and subject to the section 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.
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,
.specined below :-
51. The provisions contained In sections 171 to 186 of the Act shall
not apply to the Company.
(b) The First annual general meeting af the Company shall be held
by it within eighteen months of its incorporation,
(c) The next Annual General Meeting of the Company shall be
held by it within six months after the expiry of each financial
year .in accordance with the provisions of Section 166 of the
Companies Act, 1956.
(ii) Every annual general meeting shall be called for at a time during
business hours, on a day that it is not a public holiday and shall be held at
such place as the Board of Directors shall decide, and ahe notices calling
the meeting shall specify it as the annual general meeting.
53' The Board of Directors may, whenever it thinks fit, and shall when
required by the Governor, call an extraordinary general meeting, and an
extraordinary general meeting shall also be called· on such requisition or in
default, may be called by such requisitionist, as provided by the Act. If at
any time there 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
by the Board of Directors.
54. Seven days' notice at least (exclusive of the da r on urh,rn o ce
PROCEEDINGS AT GENERAL MEETING
0§v-h ~0—
manner .and upon such terms and conditions in all respects as it thinks f~ '_ '
and in particular by the issue of debentures -.or debenture stock of the Com-
panyboth present and .future, including its uncalled capital for the time
being.
49. The debentures, debenture stock and other securities may be made
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 section 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.
GENERAL MEETINGS
51. The provisions contained in sections 171 to 186 of the Act shall
not apply to the Company. ~
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,
specified below :—
(b) The First annual general meeting af the Company shall be held
by it within eighteen months of its incorporation,
(c) The next Annual General Meeting of the Company shall be
held by it within six months after the expiry of each financial
yearin' accordance with the provisions of Section 166 of the
Companies Act, 1956.
(ii) Every annual general meeting shall be called for at a time during
business hours, on a day that it is not a public holiday and shall be held at
such place as the Board of Directors shall decide, and lhe notices calling
the meeting shall specify it as the annual general meeting.
53‘ The Board of Directors may, whenever it thinks fit, and shall when
required by the Governor, call an extraordinary general meeting, and an
extraordinary general meeting shall also be called - on such requisition or in
default, may be called by such requisitionist, as provided by the Act. If at
any time there 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
by the Board of Directors.
PROCEEDINGS AT GENERAL NIEETING
54. Seven days’ notice at least (exclusive of the day on which the notice
•. I
I 19 ]
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 members as
are under the provisions of these articles entitled to receive notices from the
Company, but the accidental ommission to give such notice shall not invali-
date the proceedings 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.
55. All business shall be deemed special that is transacted at an extra-
ordinary 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 and the reports of the Board of Directors and auditors, the
appointment of and the fixing of the remuneration of the auditors ;nd
appointment of Directors in place of those retiring.
_ ,56. No b~&ir~~~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 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.
59. 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 mee ing or
"I: 19 1
* is served or deemed to be served but inclusive of the day of the meeting for
7’ 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 members as
are under the provisions of these articles entitled to receive notices from the
Company, but the accidental ommission to give such notice shall not invali-
date the proceedings 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 shallbe complied with.
. “m1
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.
55. All business shall be deemed special that is transacted at an extra-
ordinary 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 and the reports of the Board of Directors and auditors, the
appointment of and the fixing of the remuneration of the auditors and
appointment of Directors 1n 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 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.
59. 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
( 20 ]
is unwilling to act as Chairman of the meeting, the Vice-Chairman, if any, t .'
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 uriwilling to 'act as
Chairman, then the members present shall choose some Director or if no
Director is present or if all the Directors present decline to take the chair
they shall choose some member present to be the Chairman of the meeting.
60. 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 at any adjourned meeting other than the business left
unfinished at the meeting from which the adjournment took place. When
a meeting is adjourned for thirty days or more, notice of the adjourned
meeting shall be given as in the case of an original meeting. Save as
aforesaid, it shall not be necessary to give any notice of an adjournment 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, a declara-
tion by the Chairman that a resolution has on a show of hands been 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, whether on a show of hands or
on a poll, the Chairman of the meeting at which the show of hands takes
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
any class or classes of shares, on a show of ha
person shall have one vote; and on a .1 e
o e in respect of each share held b
e ··s ~ 0 c
g a ached 0
[20]
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 choose some Director or if no
Director is present or if all the Directors present decline to take the chair
they shall choose some member present to be the Chairman of the meeting.
60. 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 at any adjourned meeting other than the business left
unfinished at the meeting from which the adjournment took place. When
a meeting is adjourned for thirty days or more, notice of the adjourned
meeting shall be given as in the case of an original meeting. Save as
aforesaid, it shall not be necessary to give any notice of an adjournment 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, a declara-
tion by the Chairman that a resolution has on a show of hands been 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, whether on a show of hands or
on a poll, the Chairman of the meeting at which the show of hands takes
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 shallhave one vote; and can poll my number dull have one
voteinrapectofmch share heldbyhim. TheGovernornnyappointmch
personas hethinksfittoact ahiswutiveatanymulingof
._.’
is unwilling to act as Chairman of the meeting, the Vice-Chairman, if any, 3‘;
W
[ 21 ]
) 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 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 administra-
tors 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
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 paid.
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 acco~dance with the provision of th,e Act, is in force.
70. Subject as aforesaid, the instrument appomtmg proxy shall be In
writing under hand of the appointer or his attroney duly authorised in
writing or, if the appointer is a Corporation either under the common seal,
or under the hand of an officer or attorney so authorised, and no person shall
act as a proxy unless he is a member of the Company.
71. The instrument appointing a proxy land the power of
other authority, (if any) under which it is signed or -a 0 ari
copy of that power or authority shall be depo . ed at e
e Comp . no ess an 0 :1'_ be ore f:'Dl-f-.b·ol(!m~
[21]
I 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 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. V
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 administra- ‘
tors 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
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 paid.
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 aforesaid, the instrument appointing proxy shall be in
writing under hand of- the appointer or his attroney duly authorised in
writing or, if the appointer is a Corporation either under the common seal,
or under. the hand of an officer or attorney so authorised, and no person shall
act as a proxy unless he is a member of the Company. . ’
71. The instrument appointing a proxy ’and the povier of - attorney _or
other authority, (if any) under which it is signed or--a_‘aonrially- certified
copy of that power or authority shall be deposited at the-registered oficeof
theCompanynotlessthanwhoursbefore thetimefoi-Holdmg them
A v-r ~ ~~~ — . L‘ ”A; mm. w Avmmw “M--. ..
·....-------_--. •.••- -~--=---+=- % - -.
[ 22 ]
or adjournment meeting at which the person named- in the instrument
proposes to vote, and in default the instrument of proxy shall not be treated
as valid.
72. An instrument appointing a proxy may be in the following from or
in any other form which the Board of Directors shall approve:
f - . h di ."I 0 ~ In t e istrict
of being a member of Tripura Industsial
Development Corporation Limited, hereby appoint ...............................•.
... .. . of in the district
of. H ••••••••••••••••••••••••••• or failing 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. Until otherwise determined by the Company in general meeting.
the number of Directors shall not be less than two and more than nine.
The signatories to the Memorandum of Association shall be the first
Directors and they will hold office till all other Directors are appointed
by the Governor.
74. Every Director shall be paid a fee of 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.
J75A. So long as . any monies are due and payable to IDBI by the Com-
pany and or so long as IDBI continues to hold any stocks. shares, debentures
of the Company. IDBI shall be entitled to nominate not more than
two Directors on the Board of Directors of the Company.
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 inconsis-
[221
or adjournment meeting at which the person named in the instrument
proposes to vote, and in default the instrument of proxy shall not be treated
as valid.
72. An instrument appointing a proxy may be in the following from or
in any other form which the Board of Directors shall approvej:
“1...... .......... ... of ... l .in the district
of... . being a member of Tripura Industrial
Development Corporation Liri'iited, hereby appoint. ...
of. ... .in the district
of .or failing lien" .. .o..f
.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 .........
.o..-occoouoau-ool-o ... on .o..-.....OOD
BOARD OF DIRECTORS
73. Until otherwise determined by the Company in general meeting.
the number of Directors shall not be less than two and more than nine.
The signatories to the Memorandum of Association shall be the first
Directors and they will hold ofiice till all other Directors are appointed
by the Governor.
74. Every Director shall be paid a fee of 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.
\/75A. So long as any monies are due and payable to IDBI by the Com-
pany and or so long as IDBI continues to hold any stocks, shares, debentures
of the Company. IDBI shall be entitled to nominate not more than
two Directors on the Board of Directors of the Company.
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 modificazion 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,
tothepmvisionofthesaidhcnandtosuch regulations. being not inconsis-
~~en,lrwith'the, aforesaid. r-egularions...oi prcvisienss as" mjlY .-be, ,pt;Sscri\;>ed 'by, v;
the Company in' general meeting; but no' regulation made by, the, Company -:
in generalmeeting 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.,t make any.
bye-laws not mconsistent with the, objects of the Compang as s.et out I in the, .
Memorandum of Association or 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, vary and repeal any such bye-laws.
78-. Subject to the consent-and approval' of the Governor, the, Company
in general meeting may.from time, to. time appoint one; or more, of the
Directo~s to the office of Managing Directors or Manager or Managers or .
'Secretary of the Company for such term and at such remuneration (whether
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 Dir-ector or Manager
aforesaid shall cease to be a Managing Director or Manager, if he ceases to
be a Director of the Company.
7SA. The Board: 0£ Directors shall not be entitled to appoint, Managing,
Director except in consultation with and after obtaining the. advice of IDB!.
79. The Board of Directors may from time to time entrust to and confer ..
upon the Managing ,Directors or Manager for the time such of the powers
exercisable under these Af~i~les by the Directors as it' may 'think fit a~cf may
confersuch powers for such time .ahd to be, exercised for such, objects and
purposes and upon such terms arid 'conditions af they may - think expedient,
~nd may from time to time revoke, withdraw, alter or. ~a~y all or any ofsuch
powers. . -', ~ ' "
- -'
",80. The Board or' Dir~Cto~s 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 parti-
~cul,ars 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 cosolidation or increase of share capital or conver-
sion .and a copy of the Register of Directors and notifications of any change
,therein, and other matters required by law.
'. \
I Sl. The Board 'of Directors shall Cause minutes to h-e made In books
provided for the p~rposes :- ' , - . ' ,
(a) Of all appointments of officers made by D' e or';
e(b] Of the names of the Diriec
of a!l . CO::l. . t!
[ 23:1“
9 item with-the aforesaid regulations fimovisions; as may be, prescribed by
the Company 111 general meeting , but no regulation made by thei Company
in general meeting shall invalidate. any prior act of the Board of )Directors
which Would hawe been valid if: that regulation had not been made'._ ~.
77. The Board of Directors may, as and when. it thinks fitnmake any
bye—laws not inconsistent with the objects of the. Company; as set out in the r
Memorandum of Association or with these Articles for the conduct and
regulation of the business of the Company and. its Directors and its Officers 1
and servants and may in like manner, vary and repeal any such bye-laws.
78 Subject to the consent and approval of the Governor, the. Company ‘
in general meeting may from time to time appoint one. or more of the
, Directors to the office of Managing Directors or Manager or Managers 01'.
Secretary of the Company for such term and at such remuneration (whether
by way of salary or- commission or participation in profits or otherwise or
partly 1n one way and partly 1n; another) as it may think fit, and may from
time to time remove or dismiss him or: them from oflice and appoint another
or others in- his or their place or places. A Managing Director or Manager
aforesaid shall cease-to be a Managing Director or Manager, if he ceases to
be a Director of the Company.
78A. The Board oE Directors shall not be entitled to appoint. Managing,
Director except in consultation with. and after obtaining the advice of IDBI.
79. The Board of Directors may from time to time entrust to and confer“
upon the Managing Directors or Manager for the time such of the powers
exercisabie under these ill-tides by the Directors as it may think fit and may,
confer such powers for such time and to be. exercised for such objects and
purposes and upon such terms and conditions at they may think expedient,_
and may from time to time revoke, withdraw, alter or vary all or any of such.
powers. ‘
_ 80 The Board of Directors shall duly comply with the proVisions of the
Act, or any statutory modification thereof for the time being 1n force, and
in particular with the provision in regard to the registratiOn of the parti-
'culars 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 cosol-idation or increase of share capital or conver-
sion and a copy of the Register of Directors and notifications of any change
therein and other matters requ1red by law,
81. The Board of Directors shall cause minutes to be made in books
provided for the purposes: —
(:1) Of all appointments of officers made by Directors;
(b) OfthenmsnftheDmmpmtaachmd'fie
DirectorsandofanyCommitteeoftheDim;
••
[! 24 -: ] i
(c) Of all resolutions and proceedings at all meetings-of the Company.L
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.
(e) The Board Directors shall not appoint sole selling agent for any area
except in the manner and to the extent laid down in Section 294 of
the Act.
(f) A pi rector of the Company or his relatives' firm in which such a
Director or relative is a partner, any of the partners in such firms 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
::-J. of any rule or law restricting a Director from having any connection
,- . or interest in any contract or arragement with the Company provi-
ded there is proper disclosure of interest as required by Section 299
, -v ,. ,of the Act.o ,
.,~'.
'.,'
(h) Disciosure to shareholders of Direct~rs, interest in contracts appoin-
:ting Managing 'Director, Manager should be complied with by Com-
"pany as required by Section 302 of the Act.
~ : r.
r
r
(i) Except as provided in section 314 of the Act, no Director, no part-
ner 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, Secretaries & 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 Guaran-
. tee 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. .
81A. Notwithstanding anything contained in these Articles and or in
the Regulations contained in Table "AUin Schedule I of the Act whenever
applicable, the Board of Directors shall not, without consulation with IDB!,
be entitled to exercise:
[324:].;
i (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.
‘ (d) The following powers : namely (i) to make calls on shares, (ii) issue
V 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
c'ompli'ed with.
(e) The Board Directors shall not appoint 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 partners in such firms 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 arragement with the Company provi-
ded there is proper disclosure of interest as required by Section 299
~ of the Act.
H (h) Disclosure to shareholders of Directors, interest in contracts appoin-
§ting Managing Director, Manager should be complied with by Com-
pany as required by Section 302 of the Act.
(i) Except as’provided in section 314 of the Act, no Director, no part-
ner or relative or such a Director, no firm in which such a Director
or relative isa partner, no private company of which such a Director
is a Director or member and no Director, Secretaries & 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 Guaran-
“ tee 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. '
81A. Notwithstanding anything contained in these Articles and. or in
the Regulations contained in Table “A" in Schedule I of the Act whenever
.applicable, the Board of Directors shall not, without consulation with IDBI,
be entitled to exercise . - . _. ..
s
[ 25 ]
/'
;
, ,/
(i) The powers to issue Bonds and debentures,
(ii) The powers to borrow money from the Government of Tripura, and
(iii) the powers to make any rules or regulations. Provided that except
with the previous approval of IDBI, the Board of Directors shall
not:
( i) Borrow money from the Reserve Bank of India,
(ii) ,Borrow money from any financial institutions notified on this
behalf by the Government of India/Government of Tripura,
(iii) accept deposits fron local authorities or any other persons,
(iv) Retain the· stocks, shares, Bonds or debentures acquired by the
Company in fulfilment of its underwriting liabilities beyond a
period of 7 years from the date of such acquisition,
(v) incur contingent liabilities in the form of guarantees, .underwriting
obligations and ·transfer of instruments at thrice the paid up
capital and reserve fund, and, .
(vi) extend the area of its operations to the States adjoining the
State of Tripura,
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 at least
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 affixed in their presence.
DISQUALIFICATION OF DIRECTORS
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 ; or
(c) he is an adjudicated insolvent ; or
(d) he has applied to be adjudica e
tion is pend' g; or
e1 ‘2”
1., g (i) The powers to issue Bonds and debentures,
(ii) The powers to borrow money from the Government of Tripura, and
(iii) the powers to make any rules or regulations. Provided that except
with the previous approval of IDBI, the Board of Directors shall
not 2
(i) Borrow money from the Reserve Bank of India,
(ii) _Borrow money from any financial institutions notified on this
behalf by the Government of India/Government of Tripura,
(iii) accept deposits fron local authorities or any other persons,
(iv) Retain thestocks, shares, Bonds or debentures acquired by the
Company in fulfilment of its underwriting liabilities beyond a
period of 7 years from the date of such acquisition,
(v) incur contingent liabilities in the form of guarantees,_underwriting
obligations and transfer of instruments at thrice the paid up
capital and reserve fund, and, -
(vi) extend the area of its operations to the States adjoining the
State of Tripura,
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 aflixed toany instrument except by the authority of a resolution
of the Board .of Directors, and except in the presence of at least
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 affixed in their presence.
DISQUALIFICATION OF DIRECTORS
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 '
(13) he is found to be of unsound mind by a Court of competent
jurisdiction, and the finding is in force ; or
(c) he is an adjudicated insolvent ; or
(d) he has applied to be adjudicated as an insolvent and his applia-
u'on is pending; or
[ 26 ]
(e) he, or any firm in which he is a partner or any private company .J~ •••••
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 calls 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 Company; or
(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
(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
o (i), he has been convicted by a Conrt of any offence involving moral
utrpitude and sentenced in respect thereof to imprisonment for not
less than six months, and or a period of five years has not elapsed
o from the date of expiry of the sentence.
Provided, however, that no Director shall vacat~ 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. 0
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. Questions arising at any meeting shall be decided
by a majority of votes. In case of an equality of votes, the 0 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 effectual 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, hichever i higher shall from a quorum for a Board meeting,
‘[26]
(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 calls 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 Company ; or
(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
(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 Conrt of any offence involving moral
utrpitude and sentenced in respect thereof to imprisonment for not
less than six months, and or a period of five years has not elapsed
' from the date of expiry of the sentence.
Provided, however, that no Director shall vacate hisoflice 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. _
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. Questions 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
V 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 effectual 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.
1
[ 27 ]
;7. The continuing Directors may act notwithstanding any vacancy in
Lhe 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 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 a Committee 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
regulations that may be imposed on them by the Board of Directors. The
proceedings of such a Committee shall be placed before the Board of
Directors at its next meeting.
90. A Committee may elect a Chairman of its meeting; if no such
Chairman is elected or if at any meeting the Chairman is not present within
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.
91. A Committee may meet and adjourn as it may think proper. Ques-
tions 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, or by any person acting as a Director, shall notwithstanding that
. it may be afterwards discovered that there was some defect in the appoint-
ment 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 conse-nt
and approval of the Governor :--
(a)' increasing or reducing the issued capital of the Company.
~ gr ting by t e Company of a loan a ~ e g ng 0 :::> ar ee or
[27]
I" .
, t 37. The continuing Directors may act notwithstanding any vacancy in
1' 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 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 a Committee consisting. of such
member or metnbers of their body as they think fit; any Committee so
formed shall, in the exercise of the powers so delegated, conform to any
regulations that may be imposed on them by the Board of Directors. The
proceedings of such a Committee shall be placed before the Board of
Directors at its next meeting.
90. A Committee may elect a Chairman of its meeting ; if no such
Chairman is elected or if at any meeting the Chairman is not present within
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.
91. A Committee may meet and adjourn as it may think proper. Ques-
tions 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, or by any person acting as a Director, shall notwithstanding that
’ it may be afterwards discovered that there was some defect in the appoint-
ment 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 :-
(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
',
,
1
[ 28 ]
any other financial assistance to anyone particular concern of a ..•.......r _
4. ,
amount of Rs. 2.5 lakhs. -..
(c) winding up of the Company.
(d) sale, 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 the 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
affairs of the Company, and the Directors shall duly comply with and give
effect to such directives or instructions.
94A. It shall be open for the Government of Tripura to issue instructions
to the Company on questions of policy in consultation with and only after
obtaining the advice of the IDB!.
DIVIDENDS AND RESERVE
95. Subject to the approval of the Governor, the Company III general
meeting may declare dividends, but no dividend shall exceed the amount
recommended by the Board of Directors.
95A. It shall be open for the Company with the prior approval of IDBJ,
to credit the dividend accuring and payable to IDBI and the Government of
Tripura to a special Reserve Fund to which only the IDBI and Government
of Tripura shall have any claim in the event of winding up or liquidation of
the Company and the amounts in the Special Reserve Fund may be
utilised by the Company only for such purposes as are appro red by the
Government of Trip ra and IDB!.
.. ,
[28]
any other financial assistance to any one particular concern of a v, j ._
.3»
amount of Rs. 2.5 lakhs.
(c) winding up of the Company.
(d) sale, 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
impartance as to be reserved for the consent and approval of the
Governor.
And, no action shall be taken by the Directors in respect of the 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
affairs of the Company, and the Directors shall duly comply with and give
effect to such directives or instructions.
94A. It shall be open for the Government of Tripura to issue instructions
to the Company on questions of policy in consultation with and only after
obtaining the advice of the IDBI.
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.
95A. It shall be open for the Company with the prior approval of IDBI,
to credit the dividend accuring and payable to IDBI and the Government of
Tripura to a special Reserve Fund to which only the IDBI and Government
of Tripura shall have any claim in the event of winding up or liquidation of
the Company and the amounts in the Special Reserve Fund may be
utilised by the Company only for such purposes as are approved by the
Government of Tripura and IDBI.
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[ 29 ]
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. Subject to the approval of the Governor, the Board: of Directors may,
before recommending any dividend, set aside out of the profit of the Com-
pany such sums as it thinks proper as a reserve or reserves which shall, at
the discretion of the Board of Directors, be applicable for meeting contingen-
cies, or for equalising dividends, or for any other purpose to which the
profits of the Company may be properly applied, and pending such appli-
cation, 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 think fit.
100. If several persons are registered as joint holders of any shares, anyone
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 books of
accounts with respect to :-
(a) all sum 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 Com-
panyor at such other place as the Board of Directors may think fit and shall
be open to inspection by the Directors during business hours.
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[29]
_ *é“ 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. Subject to the approval of the Governor, the Board? of Directors may,
before recommending any dividend, set aside out of the profit of the Com-
pany such sums as it thinks proper as a reserve or reserves which shall, at
the discretion of the Board of Directors, be applicable for meeting contingen-
cies, or for equalising dividends, or for any other purpose to which the
profits of the Company may be properly applied, and pending such appli-
cation, 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 think 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 books of
accounts with respect to 2——
(a) all sum 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 Com-
pany 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.
-r:
[ 30 ]
105. The Board of Directors shall from time to time determine whethr-;..-',~,-.
. 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 for inspecting any account
or book or document of the Company except as conferred by law or autho-
rised 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, arranged under the most convenient heads, show the amount of r
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. expenditure which may in fairness be distri-
buted 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 genral 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 it proposes to carry to reserve fund.
ADD T
109. Auditors shall be appointed or re-appointed and their duties regulated
in accordance with the provisions of Section 619 of the Act or any statutory
modifications thereof for the time being in force.
110. (1) 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 0 h audit, to require
a a on 0" f . ed to
E 30' ]
105. The Board of Directors shall from time to time determine whethr {a I
' 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 for inspecting any account
or book or document of the Company except as conferred by law or autho-
rised 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 108s account shall in addition to the matters referred u
to in the Act, arranged under the most convenient heads, show the amount of f
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 expenditure which may in fairness be distri-
buted-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 genral 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 it proposes to carry to reserve fund.
AUDIT
109. Auditors shall be appointed or re-appointed and their duties regulated
in accordance with the provisions of Section 619 Of the'Act or any statutory
modifications thereof for the time being in force.
110. (1) 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, andto 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
information or additional informatien to be furnished to
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[ 31 ]
any person or persons so authorised, on such form as the Comp-
troller and Auditor General may, by general or special order
direct.
(Z', 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 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
11.1. (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 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.
11Z. 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 a 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.
.•.1? A notice may be given by the Company to the joint holders of a share
i~ingthe notice to the joint holder named first in the register in respect
.: ~:~'leshare.
t
< 114. A notice 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 beenso
supplied) by giving the notice in any manner in which the same might have
been given 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 are having no registered address within India for giving of
notices to them and also to (b) every person entitled to a share in consequence
the death or insolvency of a member who but for his death or insolvency
would be entitled to receive notice of the meeting.
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[31]
any person or persons so authorised, on such form as the Comp-
troller and Auditor'General may, by general or special order
direct. ’
(23 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 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 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 a 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.
‘1')
A notice may be given by the Company to the joint holders of a share
Aling the notice to the joint holder named first in the register in respect
- I the share.
114. A notice 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 given 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 are having no registered address within India for giving of
notices to them and also to (b) every person entitled to a share in consequence
the death or insolvency of a member who but for his death or insolvency
would be entitled to receive notice of the meeting.
[ 32 ]
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116. 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, damages and expenses
which any such officer or servant may incur or become liable to by reasons 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 limit the
generality of the foregoing provisions, against all liabilities incurred by him,
as such Director, Manager, or other officer, or servant in defending any
proceedings whether civil or criminal in which judgement is given in his
favour or in which he is acquitted or in connection with application under
the Act in' which relief is granted by the Court.
117. Subject to the provisions of the Act, no Director, Manager or other
officer of the Company shall be liable for the acts, receipts, neglects or
defaults of any other Director or Officer or for joining in any receipt or
other act for conformity 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 Com-
pany or for the insufficiency or deficiency of any security in or upon 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 effects shall be deposited or for damage
or misfortune whatever, which shall happen in the execution of the duties
of his office or in relation thereto unless the same happens through his own
negligence, breach of duty or breach of trust.
INDEMNITY
We, the several persons whose names and addresses are subscribed,
are desirous of being formed into a Company in pursuance of these Articles
of Association, and we respectively agree totake the number of shares in the
capital of the Company set opposite to our respective names:
SL.
o
Names, add.ress and
description of subscriber
No, of shares Signatures of
taken by each subscriber
subsoriber
Signf\ture of witnesses
addresses, description,
occupation.
1. 999 Sd/- eet:
c. R. Bhattacharjee
Officer on Speoial Duty
(Project)
Govt. of Tripura.
Governor of Tripura
equity shares] A. Sinha.
( Represented by ,
Shri A. Sinha
Development Comissioner-
Cum-Secretary to the
Govt. of Tripura, Depart-
ment of Industries. )
2. Shri R. P. Sengupta,
Director of Industries,
Govt. of Tripura..
R. P. Sengupta
1 Sd/- Sd/-
M. J. Bhatta
Dy. Director of Industries
Tripur , .1gar &la.
[equity sha.re]
Dated, Agartala the t enty third day of _
[32]-
INDEMNITY .
"we
- I “-7-:
116. 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, damages and expenses
which any such officer or servant may incur or become liable to by reasons 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 limit the
generality of the foregoing provisions, against all liabilities incurred by him, ,-
as such Director, Manager, or other officer. or-servant in defending any k
proceedings whether civil or criminal in which judgement is given in his ‘
favour or in which he is acquitted or in connection with application under
' the Act in which relief is granted by the Court.
117. Subject to the provisions of the Act, no Director, Manager or other
ofiicer of the Company shall be liable for the acts, receipts, neglects or
defaults of any other Director or Officer or for joining in any receipt or
other act for conformity 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 Com- 3
pany or for the insufficiency or deficiency of any security in or upon 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 effects shall be deposited or for damage ‘
or misfortune whatever, which shall happen in the execution of the duties
of his office or in relation thereto unless the-same happens through his own
negligence, 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 these Articles
of Association, and we respectively agree to'take the number of shares in the
capital of the Company set opposite to our respective names:
8]"... Names, address and No. of shares Signatures of Signature of witnesses
No description of subscriber taken by each subscriber addresses, description,
subscriber occupation.
1- Governor of Tripura 999 Sdl- Sci/-
0. R. Bhattachariee
Officer on Special Duty
( Represented by . (Project)
Shri A. Sinha Govt. of Tripura.
equity shares] A. Sinha
Development Oomissioner-
Cum-Secretary to the
Govt. of Tripura, Depart-
ment. of Industries. )
2_ Shri B. '9. Sengupta, 1 sal- sal-
Director of Industries. . M. J. Bhetta .
GOVli- 0f Tripura. [equity share] R. PI Sengupta Dy. Director of Industries i
‘h’ipm. Marion.
r-
Dated, Agartala the twenty third day of March 1974.