Tripura act 10 of 1965 : The MEMO OF ASSO AND ARTI OF ASSO OFTSICL

Date: 28 Mar 1965

Department

Department of Directorate of Industries & Commerce

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. MEMORANDUM OF ASSOCIATION . AND ARTICLES OF ASSOCIATION

OF - THE~ TR.IPURA SMALL INDUSTRIES

-0' CORPO,RATIO.N LIMITED. /

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,0 MEMORANDUM OF ASSOCIATION AND ARTICLES OF ASSOCIATION OF THE TRIPURA SMALL INDUSTRIES CORPORATION LIMITED * VW- --._.-—._' ¥ ,

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lUEMORANDUM OF OF

'The l'ripura Small Industries Corporation Limited.

i ) The name of the company is "the Tripura Small Industries Corporation Limited".

ii) The registered office of the company will be situated in the union territory of Tripura.

Iii] The objects for which the company is established are :- 1. To aid, advise, assist, finance, protect and promoted the interests of

small industries in the Union Territory of 'I'ripura, whether owned or con- ducted hv Government, any statutory body, company, firm or individuals and to provide them with capital, credit, means, resources and technical and man!tgerial assiet.ance for the conduct of their work and business, and to enable them to develop and improve their methods of manufacture, manage- ment and marketing and their technique production.

2. To enter into contracts with, and take up indents from, the Governme-rt of India and the Govet nment of Tripura in all their Depart- ments and corpor vtions and other subsidiaries and branches and from any <Lgeneyor office thereof, having the necessary powers, for fabrication, manufacture, assembly and supply of goods, materials, articles and equip- ments of every description and to' arrange for the performance of such contract and indents by sub-contracting them to, or placing orders in respects thereof with concerns dealing with small industries or others for the fabrication, manufacture, assembly or supply of such goods, materials, articles or equipments or parts thereof, or servicing or processing in connec- tion therewith or such managerial services as may be necessary for the due performance of such contracts and indents, and to have the goods, materials articles and equipments fabricated, manufactured, assembled, and supplied.

3. To take all the necessary and requisite steps to utilise the potential productive capacity of plants and machinery operated by small industrial concerns.

4. To obtain information as to methods and practices which the contractors engaged by Government utilise in givtng sub-contracta and to take suite.ble steps to encourage the giving of sub-contracts by such c'ontractors to 'small industrial concerns at prices and on terms and condi- tions which are fair and equitable.

5_ To certify to the appropriate Government officers with respect to the competency, as to capacity and credit, of any small 'industrial concern or group of such concerns to execute any specific Government contract.

6. To obtain from any Government, Ministry or 'Department of "Government, Departmental establishment Or agency such reports concerning

the giving of contracts and sub-contracts and making of loans to business cancerns as may he deemed 'necessary for carrying out aforesaid objects.

”4“... r. . "‘1‘- -... - _, ‘, 1.“...— MEMORANDUM OF ASSOCIATION OF The Tripura Small Industries Corporation Limited- i) The name of the company is «uthe Tripura Small Industries (301 poration Limited”. 11) The registered ofﬁce of the company will be situated in the union territory of Tripura, 111) The objects for which the company is established are :— l. ‘ To aid, advise, assist, ﬁnance, protect and promoted the interests of small industries in the Union Territory of Tripura, whether owned or con- ducted by lovernment, any statutory body, company, ﬁrm or individuals and to provide them with capital, credit, means, resources and technical and managerial assistance for the conduct of their work and business, and to enable them to develop and improve their methods of manufacture, manage- ment and marketing and their technique production. 2. To enter into contracts with, and take up indents from, the Government of India and the Goveinment of Tripura in all their Depart— ments and corpormtions and-other subsidiaries and branches and from any agency or ofﬁce thereof, having the necessary powers, for fabrication, manufacture, assembly and supply of goods, materials, articles and equip- ments of every description and to' arrange for the performance of I-uch' contract and indents by sub-contracting them to, or placing orders in respects thereof with concerns dealing With small industries or others for the fabrication, manufacture, assembly or supply of such goods, materials, articles or equipments or parts thereof, or servicing or proc‘essing in connec- tion therewith or such managerial services as may be necessary for the due performance of such Contracts and indents, and to have the goods, materials articles and equipments fabricated, manufactured, assembled, and supplied. 3. To take all the necessary and requisite steps to utilise the potential productive capacity of plants and machinery operated by small industrial concerns. 4. To obtain information as to methods and practices which the contractors engaged by Government utilise in giving sub-contracts and to take suitable steps to encourage the giving of sub-contracts by such contractors to small industrial concerns at prices and on terms and condi- tions which are fair and equitable. 5. To certify to the appropriate Government ofﬁcers with respect to the competency, as to capacity and credit, of any small industrial concern or group of such concerns to execute any speciﬁc Government contract. 6. To obtain from any Government, Ministry or Department .of Government, Departmental establishment or agency such reports concerning the giving of contracts and sub-contracts and making of loans to business cancerns as may be deemed necessary for carrying out aforesaid objects.

o l' or ntee or recommend e

which ch ub-conbract re iven or orders are ued s fore- id in order to en ble them

in carrying out the contraeta, sub-contracts or orders, to finance plant construction con-

ve Jion or expansion including the acquieitdon of land or to finance the acquisition of

equipments, facili~ies, machinery, supplies or materials or to supply such concerns with

working capital to be us~d in the manufaobure of arbicles, equipments, supplies or materials

under contract to Government or to this company, to provide them with such financial, techni-

cal, managerial and other asaiatance 808 may be deemed necessary for the purpos~ of enabling

them to execute and carry out the: contracts or sub-contraets and orders satisfactorily and

tr) organise the production and manufacture for meeting such contracts and sub-oontracts

and orders adequately and according io apecification and to ensure satisfactory production

by all necessary instruction, assistance, inspection and supervision. I

8. 'I'o-effectco-ordination between large induetries and small industries by suitabel

methods, similar to those as aforsaid, enabling sm~ll industries to manufacture 8atisfactorily

such ;P8.rts, accessories, ancillaries and components antl other arbilesg as may be required

by large industries.

9. To promote and operate schemes for development of small industries in the Union

Territery of 'I'ripura and for that purpose to prepare aud cause to be prepared reports, blue

prints, statistics and other information.

10. To promote and esrablieh _such companies, associations, advisory boards and \

other suitable bodiesas may be deemed necessary in order to carry out the objects of the

company effectively.

:. 11. To procure capital or financial assistance or accommodation for, or provide

machinery. equipment. techni~a.l and managerial assistance, information instrucbiona,

inspections, supervision and other facilities to any company, person or association for the

purpose of csrryln.r into effect any of the objects of the company.

12. To apply for, tender, purchase or otherwise acquire contracts and concessions

for, or in relation _to the constructior , execution, carrying out, improvement, management,

. a dminiatrasisn or control of works 'l.!1-1 conveniences and to undertake, execute, carry out,

dispose of or otherwise. turn to account the same. r

13. To carryon the business of manufacturers and dealers in hardware and tools of

all kinds, engineering arnicles, ferrous and non-ferrous metal-ware, cutlery, hardware

materials for buildings, small hand tools, wire, nails, spikes locks, keys, knives, scissors,

spoons, containers; cycle & cycle parts, electrical appliances, brassware, glassware, bricks,

tiles and ceramic articles, plastie, furniture, carpentry goods. leather & leather goods

cardboard and cardboard goods, pasteboard and plywood articles, sports goods, surveying

and drawing and mathematical Inetruments, surgical and scientific inatrunfents, miscellaneous

chemical goods, cane goode, fibre goods, carpents, mats, thattis,. repoe., taps, disinfectants,

polishes. brushes, brooms, bamboo goods, twine, wicks, gl ue, coil' and coil' products, nets,

tenbs, poles, ladders, tarpaulins, umbrellas, and goods and artdoles of all kinds and descrip-

tions for personal, domestic, office snd community use and consumption, the foregoing

list in this clause being only illustrative and not exhauative ':

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u 7. 1‘0th orguarantee or rwommend theyutofloam to small indium-in, to_ which such sub-contracts are given or orders are issued as store-said in order to enable them in carrying out the contracts, sub-contracts or orders, to finance plant construction eon- vei'sion or expansion including the acquisition of land or to finance the acquisition of equipments, facilities, machinery, supplies or materials or to supply such cOncerns with working capital to be used in the manufacture of articles. equipments, supplies or materials under contract to Government or to this company, to provide them with such financial, techni- cal, managerial and other assistance as may be deemed necessary fer the purpose of enabling them to execute and carry out the. contracts or sub-contrasts and orders satisfactorily and to organise the production and manufacture for meeting such contracts and sub-contracts and orders adequately and according to specification and to ensure satisfactory production by all necessary instruction, assistance, inspection and supervision. 8. Toeffect co-ordination between large industries and small industries by suitabel methods, similar to those as aforsaid, enabling small industries to manufacture satisfactorily such parts, accessories, ancillaries and components anti other artiless' as may be required by large industries. 9. To promote and operate schemes for development of small industries in the Union Territery of Tripura and for that purpose to“ prepare and cause to be prepared reports, blue prints, statistics and other information. \ 10. To promote and establish such companies, associations, advisory boards and ’ other suitable bodiesas may be deemed necessary in order to carry out the objects of the company eﬁ'ectively. 11. To procure capital or financial assistance or accommodation for. or provide machinery. equipment, technical and managerial assistance, information instructions, inspections, supervision and other facilities to any company, person or association for the purpose of carrying into effect any of the objects of the company. 12. To apply for, tender, purchase or otherwise acquire contracts and concessions for, or in relation , to the construction execution, carrying out, improvement, management, ‘ administration or control of Works ani conveniences and to undertake, execute, carry out, dispose of or otherwise, turn to account the same. . 13. To carry on the business of manufacturers and dealers in hardware and tools of all kinds, engineering articles, ferrous and non-ferrous metal-ware, cutlery, hardware materials for buildings, small hand tools, wire, nails, spikes locks, keys, knives, scissors, specns, containers; cycle & cycle parts, electrical appliances, brassware, glassware, bricks, tiles and ceramic articles, plastic, furniture, carpentry goods, leather 8: leather goods cardbOard and cardboard goods, pasteboard and plywood articles, sports goods, surveying and drawing and mathematical instruments, surgical and scientific instrunfents, miscellaneous chemical geods, cane goods, fibre goods, carpents, mats, thattis, repoes, taps, disinfectants, polishes, brushes, brooms, bamboo goods, twine, wicks, glue, coir and coir products, nets, tents, poles, ladders, tsrpaulins, umbrellas, and goods and articles of all kinds and descrip- tions for personal, domestic, office and community use and consumption, the foregoing list in this clause being only illustrative and not exhaustive; - things < 14. any dcal _t] Cinveﬂn 15. stacksﬂ or assoc underto l6. aSSociat advisor: or com objects ‘ &, Trez ' 17., in busi advenu puny,f “ﬁnch 18 or c any h) . for fill 15 propel stockl the co 2i its obj consti 2 foreig ' ‘2 dispn prOD 1 in res and 1 such othe cart enh: pro whi suil

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14. To manufacture, buy, sell, import, export, instal, work and gener- ally deal in any pla-it, machinery, substances. tools. materials, goods or

_ things of any description which, in the opinion, of the company may be c .nveniently dealt with by the company in connection with any of its objects;

15. To inve t the capital of the company in, or to deal with shares, stocks, 'bonds, debentures, obligations and other securities of any company ora.isociari on formed for establishing. executing or working of any industrial undertaking approved by the company;

16. I'o direct the ma.uage.nent, controland supervision of any company association or concern by nominating directors, controllers, supervisors, advisors or otherw I~e, or to collaborate with any company or .association or concern formed for carrying on any manufactui e 'or business within the objects of the company and generally to act as Managing Agents, Secretaries & Treasurers.

17. To enter into any partnership or arrangement for joint working in business, sharing of profit, pooling of any industrial undertaking, joint adventure or recipro-cal concession 0 amalgamation, with any other com-- , pany, firm or persons. carrying on or engaged ill any manufacture or business which the company can carryon or business as similar hereto;

18. T« establisl, pr! mote, subsidise and other w ise assist any company or companies. syndicate or other concern for the· purpose of setting up

any industry or running any industrial undertaking, acqui:ring any property . for futhering 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 ally other consideration which the company may see fit to accept;

20. To take suitable steps to enable rhe comp lily to carry out any of its objects into effect or for effecting any. modification of the Company's constitution or for any other purpose which may seem expedient;

21. To procure for the company the registration or recognition in any foreign country or place;

~2. To sell, improve manage, develop, exchange, lease, mortgage, disp~se of. rrun to account or 'otherwise deal with, all or any part of the property alld rights of the company;

~3. To accept stock Or shares in, or the debentures, mortage deben- tures or other securities of any other company in payment or part payment and any services rendered 9r for any sale made to or debt ~wing from any such company;

24. To carryon any other trade or business (whether manufacturing or otherwise) which may seem to the company capable of being conveniently carried on in connection with the abve or calculated directly or indirectly to enhance the value of or aender profitable any of the company's property or fights;

25. 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. auth ortsed to carryon, or possessed of porperty suitable for the purpose.s of this company ;

163, to . 3 them 1 eon- On of with Serials techni. Abling v and tracts lotion .tabel mi 1 y aired nion blue and the Me ms the ms at, it, of i6 (3) 14, To manufacture, ‘bUy, sell, import, export, instal, work and gener- ally deal in any plant, machinery, substances. tools, materials, goods or s things of any description which, in the opinion, of the company may be c- inveniently dealt with by the company in connection with any of its objects; 15. To invest the capital of the Company in, or to deal with shares, stOCks, bonds, debentures, obligatiOns'and other securities of any campany crassociation formed for establishing. executing or working of any industrial undertaking approved by the COmpany ; [6. In direct the managenent, controlandsupervision of any company association or concern by nominating directors, controllers, supervisors. advisers or otherwise, or to collaborate with any company or association or concern fer-med for carrying on any manufacture 'or business within the objects of the company and generally to act as Managing Agents, Secretaries & TreaSurers. 17. To enter into any partnership or arrangement for joint working in business, sharing of profit, pooling of any industrial undertaking, joint adventure or recipr-ztcal concession of amalgamation, with any other com.- pany, firm or persons. carrying on or engaged in any manufacture or business which the Company can carry on or business as similar hereto 5 18. Tu establisl, prr mote, SubsidiSe and othemise assist any company or companies. syndicate or other concern for the purpose of setting up any industry or running any industrial undertaking, acquiring any property for futhering 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 take suitable steps to enable the company to Carry out any of its objects into effect or for effecting any modification of the Company’s Constitution or for any other purpOse which may seem expedient ; 2!. To procure for the company the registration or recognitiOn in any foreign country or place ; 22. To sell, improve manage, develop, exchange, lease, mortgage, dispose of. mm to account or “otherwise deal with, all or any part of the property and rights of the company ; 23. To accept stock at shares in, or the debentures, mortage deben- tu res or other securities of any other company in payment or part payment and any services rendered or for any sale made to or debt owing from any such COmpany ; 24. To carry on any nthe‘r‘trade or business (whether manufacturing or otherwise) which may seem to the Company capable of being conveniently Carried on in comiectiOn with the abve or calculated directly or indirectly to enhance the value of 0r sender profitable any of the company's property or rights ; 25. 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 porperty suitable for the purposes of this Company ,

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26. To pay all co t , charge and expen es incurred or u tained in or about the promotion and establishment of the company or which the com- pany shall consider to be in the nature or preliminary expenses, including therein the cnst of advertising, commissions for under vrit iug, brokerage, printing and stationery and expense attendant upon the [ormation of companies.

27. Upon any issue of shares, 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 securibies of the company, or by the granting of options to take the same or in any other manner allowed by law ;

28. Generally to purchase, take on lease or in exchange, hire ,01' other- wise acquire, any real and personal property and [my rights or privileges which the conpany may think necessary or convenient for. the purpose of its business and in particular Iand, buildings, easements, machinery plant and stock-in-trade ; ~

29. To construct, maintain and alter any building, or work, necessary or convenient fOTthe purposes of the company-

30. To apply for, and take out, purchase or otherwise acquire any trade mark, pattens, patent rights , inventions, copyright, designs or' secret processes, which may be useful for the company's objects, and t10 grant licence to use the same, and to work, develop, carry out, exereise and turn to account the same.

31. To enter into any arr;1ngement& .with the (Iove rnment of India or any other State Government or the Government of Tripuru or any person for the' purpose of carrying out the objects of the company or furthering interests and to obtai.n from such Government or authority or person and charters, subsidies, loans, indemnities, grants; contracts, licences. rights, concessions, privileges or 'immunities which the company may think it desirable to obtain and exercise and- comply with and observe any such arrangement, rights, privileges and concessions.

32. To issue, or guarantee the issue of the V.1yment of interest on the shares, debentures, debenture stock or other securities or obligations of any company or association, and to payor provide for brokerage, commission,

. and underwriting commission in respect of any such issue.

33. To make, draw, accept, endorse, discount, execute, issue and negotiate cheques, bills of exchange, promissory notes debenture and other negotiable or transferable instruments.

34. To borrow or raise or secure the payment of money in such manner as the company shall think fit, and in particular by the issue of debentures

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[4] 26. To pay all costs, charges and expenses incurred or sustained in or about the promotion and establishment of the company or which the com- pany shall consider to be in the nature or preliminary expenses, including therein the cost of advertising, commissions for underwriting, brokerage, printing and stationery and expense attendant upon the formation of companies. 27. Upon any issue of shares, 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 ; 28. Generally to purchase, take’on lease or in exchange, hireor other- wise acquire, any real and personal property and any rights or privileges which the conpany may think necessary or convenient for. the purpose of its business and in particular 1; .,nd buildings, easements, and stock- in-trade , machinery plant 29. To construct, maintain and alter any building, or works, necessary or convenient for the purposes of the company- 30. To apply for, and take out, purchase or otherwise acquire any trade mark, pattens, patent rights, inventions, copyright, designs or‘ secret processes, which may be useful for the company‘s ob'ects, and to grant licence to use the same and to work develop, carry out, exercise and turn to account the same. 31. To enter into any arrangements with the Government of India or any other State Government or the Government of Tripuia or any g per son for the purpose of carrying out the objects of the company or furthering interests and to obtain from such Government or authority or person and charters, subsidies, loans, indemnities, grants; contracts, licences. rights, concessions, privileges or immunities which the company may think it desirable to obtain and exercise and comply with and observe any such arrangement, rights, privileges and concessions. 32. To issue, or guarantee the issue ,of the payment of interest on the shares, debentures, debenture stock or other securities or obligations of any company or association, and to pay or provide for brokerage, commission, , and underwriting commission in respect of any such issue. 33. To make, draw, accept, endorse, discount, execute, issue and negotiate cheques, bills of exchange, promissory notes debenture and other negotiable or transferable instruments. 34. To borrow or raise or, secure the payment of money in such manner as the company shall think ﬁt, and in particular by the issue of debentures or d of ti capi’ othe com] may deali by 2 bush 4 I diate man! may ; and t takin those prom A < u uf tI‘ exper 4 comp provh and 11 tion, assist and o usefu] 4 of the or 0th any P 4 discor 4 the W' agent: truste 4. may s

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or debenture stock, perpetual or otherwise creating eharges upon all or any of the company's property (both present and future), including its uncalled capital and to purchase, redeem', or payoff any such securities.

35 To receive grants, loans, advances or other moneys on deposit or otherwise, from the Central Government or Govt, of Tripura, Banks companies Trusts or individuals with or without interest thereon :

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36. 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 .guarantee the performance of contracts hy any such persons or companies; but the company shall not carryon business of banking ~s defined 1;>yBanking OompaniesAct. 1949.

37. To investand deal-with the moneys of the Company, not imme- diately required, with the State Bank of India and its subsidiaries or in such ma-iner, other than in the purchase or charge on shares of this Company, as may from time to time be determined.

38. To acquire by su bscription, .purchase or otherwise and to. accept and take, hold and sell, shares or stock in any company, society or under- taking, the objecte of which shall, either in whole or in part, be similar to those of this company, or such as may be likely, directly or indirectly, to promote or advance the interest of this company ;

39. To establish, maintain, subscribe to or su bsidise or become mem ber of training institutions, research laboratories, research institutions and experimental workshops for scientific and technical research and experiments;

40. , To provide for the welfare of persons in the employment of the, company, and to wives. widows and families of such persons, by establishing provident or other funds, by grants of money pensions or other payments, and by providing or subscribing towards places of instruction and recrea- tion, an.::!hospitals, dispensaries. medical and other attedance, and other assistance as the company shall think fit, and to subscribe money to or for and otherwise help any national charitable, benevolent, public, general or useful objects or funds or any exhibition or any Public show;

41. To 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;

42 To establish agencies in India and elsewhere and to regulate and discontinue the same ; "

43. 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, trustee or agents for, any other companies, or persons or by or through any factors trustee or agents;

44. To undertake and execute -any trusts the undertaking whereof may seen deair.ible, and either' gratuitously or otherwise,' and

6 i in or eom — lud i ng image, in of If t he 1d 1m finer it. of the other they- ileges ‘e o f plan it sary any '0 I‘ e t la} ll, Lu 1‘ i l. he. my on, nd ;81.' er 5‘3 41‘6- [ 5 ‘l or debenture stock, perpetual or otherwise creating eharges 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. 35 To receive grants, loans, advances or other moneys on deposit or otherwise, from the Central Government or Govt. of Tripura, Banks companies. Trusts or_individuals with or Without interest thereon ; s 36. 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 .guarantee the performance of contracts by any such persons or companies; but the company shall not carry on business of banking as deﬁned by Banking Companies 'Act. 1949. 37. To invest’and deal-with the moneys of'the Company, not imme- diately requiied, with the State Bank of India and its subsidiaries or in such manner, other than in the purchase or charge on shares of this Company, as I may from time to time be determined. 38. 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 this company, or such as may be likely, directly or indirectly, to promote or advance the interest of this company ; 39. To establish, maintain, subscribe to or subsidise or become member of training institutions, research laboratories, research institutions and experiment 11 workshops for scientiﬁc and technical research and experiments; 40‘. . To provide fer the welfare of persons in the employment of the company, and to wives. widows and families of such persons, by establishing 3 provident or other funds, by grants of money pensions or other payments, and by providing or subscribing towards places of instruction and recrea- tion, and hospitals, dispensaries, medical and other attedance, and other assistance as the company shall think ﬁt, and to subscribe money to or for and otherwise help any national charitable,benevolent, public, general or useful objects or funds or any exhibition or any Public show ; 41. To 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 ; 42 To establish agencies in India and elsewhere and to regulate and discontinue the same; 43. 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, trustee or agents for any other companies, or persons or by or through any factors trustee or agents , 44. To undertake and execute any trusts the undertaking whereof may see n desirable, and either gratuitously or otherwise, and

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45. Generally to do all such other matters a-nd things as may appear to be incidental or conducive to the attainment of the above objects or ~nyof 'them !)T consequential upon the exercise of its powers or discharge of its •duties ; r -

46. To work for the pr.o~otion of Hotel Industry in Tripurr.. · IV. The liability of the members 'i.s !imited, I.po fJ.-cJ..L(. .. - . -I 0" 0.11V. The share capital of the company is Rs. 16 .hl."" divided into - 2.Q,886 equity shares of Rs 100 each wiht-power to increase o~ reduce the · capital or divide the shares into capital for the time being into several classes and to attach thereto, respectively, such preferential, deferred, qualified or

·special rights, priviliges or conditions as may be determined .by or in accor- dance with the regulations of the company and to vary, modify or abrogate

- any such rights, privileges or conditions in such manner as may, for the time being be provided by the regulations of the eompany and 10 con~oli- date or sub-divide the shares and issue shares of higher OI' lower denomina. -tions, subject to the provisions of the Companies Act. 1956.

We, the several persons whose names and addresses are subscribed, are desirous of being' formed into a company in pursuance of this Articles of Association and we respectively agree to take the number of shares in the capital of the company set opposite toour respective n,ames.

Names, address and descriptions of

Subscribers, Signature of subscribers

Signatures of Witnes~ -- and their addresses,'

,de-criptio'n and oocupation

No. of shares taken by each

subscriber

1. Lt. Governor, Tripura Signed by

999u (Nine thous-

and nine hundred &

ninety) equity shares

Sd/- S. C. Bhattacherjee. ' S]», Late Debendra Nath Bhattacherjee

(R. K. Dev Varma) S/o. Brajendra Kishore Deb Varma.

Secretary, Government of

Tripura, Department of Industries, Agartala, fer and on behalf of the Lt. Governor Tripura. 2. C. R. 1

Bnattacherjee (One) - S/o. Nishikanea equity shares

Bhattacherjee \ Director of Indus- Sd/- r· C. Banerjee tries, Tripura, S/o. late Prafulla Agartala. Ch. Banerjee,--~~--------,~i--------------------------------------~--------Dated. Shillong the 29th day of March Nillteen h undred ~ixty five.

-- --- • The Company was incorporated with\- an authorised Capital of Rs. 10 lakhs divided into 10,000 equity shares of Rs. 100/- each. The authorised .capital was first increased to Rs. 20 lakhs on 2-7-73. The authorised capital of the compony has further been increased to Rs. 30 Iakhs on 5-9.74.

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[6] 45. Generally to do all such other matters and things as may appear to be incidentalor conducive to the attainment of the above objects or guy of them or consequential upon the exercise of its powers or discharge 0 its duties ; 46. To work for the prdmotion of Hotel Industry in Tripure. IV. The liability of the members ‘is limited, -0 o M . 4 on ”DV. The share capital of the company is Rs. 59%;?» divided into ‘ M equity shares of Rs 100 each Wiht-power to increase or reduce the » capital or divide the shares into capital for the time being into several classes and to attach thereto, respectively, such preferential, deferred, qualiﬁed 0? special rights, priviliges or conditions as may be determined .by or in accor- dance with the regulations of the company and to vary, modify or abrogate ~ any such rights,-privileges or conditions in such manner as may, for the time being be provided by the regulations of the company and 10 consoh— date or sub-divide the shares and issue shares of higher or lower denomina. (tions, subject to the provisions of the Companies Act. 1956. We, the several persons whose names and addresses are subscribed, are desirous of being formed into a company in pursuance of this Articles of Association and we respectiVely agree to take the number of shines in the capital of the company set opposite to’0ur respective names. Names, address and No. of shares . Signatures 0f Witness descriptions of taken by each Signature of 7- and their addresses, Subscribers, subscriber subscribers 3 95‘0“?th and , , occupation ., l. Lt. Governor, 9990 Tripura (Nine thous- Signed by ‘ .‘ and nine , hundred & ninety) . .» ' . h - (R. K. Dev Varma) equuy s ares ; Sd/' S/o. Brajendra . , ‘ -- , S. C. _Bhattacherjee ._ Kishore Deh Varma. _ 5/0. Late Debendra ‘ Secretary, ‘ \ Nath Bhuttacherjee Government of Tripura, Department of Industries, Agartsla, . . for and on behalf of ,1 the Lt. Governor , v Tripura. 2. C. R. l Bhattacherjee (One) S/o.l?l.\llnishikalpta attac er ee . . Director of Injdus- ', , \ Sdl' P' C” Banerjee tries, Tripura, . ' S/o. Late Prafulla Agartala. 4 . 4 Ch. Baneriee. Dated. Shillong the 29th day of March Ninteen hundred Sixty ﬁve. I The Company was incorporated with an authorised Capital of Rs. 10 lakhs divided into 10,000 equity shares of .Rs. 100/- each. The authorised capital was ﬁrst increased to. Rs. 20 lakhs‘ on 2—7—73. The authorised capital of the compony has further been increased to Rs. 30 lakhs on 5-9.74. equity shares «« w“. _ r... A-—-~v-v “V'«_ ‘w " ’u 'l of : til at 5 m sh (:(J 1i 21.1 ai

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ARTICLES OF ASSOCIATIO T OF

The Tripura Small Industries Corporation Limited.

INTERPRETATION\ .~~,.\~.

1. In these Articles unless there be anything repugnant in the subject . ' . ~

or context- .

a) "The Company" means the Tripura Small Industries 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 Lt. Governor" meahs the Lt. Governor, Tripura. d) "The Directors" means the Directors of the Company for the time

being. e) "Month" means an English celendar month.

f) "Chariman" 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 ill force.

i) "The Board of Directors" means the Board of Directors assem bled t at a meeting of the Directors duly called on or constituted or as the case may be by the Directors assembled at a Boa~d.

2. The Regulations contained in Table A in Schedule I of the Aot shall apply to the, company in so far as they are applicable to private companies and are not amended, modified or substituted by the following articles.

3.· The Company is a Private Company, and accordingly-

la) The right to transfer shares of the Company is restricted in the manner hereinafter appearing ;

b) The number of members of the Company .(exclusive of (i) persons who are in the employment of the Company, .and (ii) persons who, having formerly been in the employment of the Company, were members of the Company whilst in. that employment and have continued to be members after the employment ceased) shall be limited to 50 (fifty) provided that

for the purposes of this provision, where two or more persons hold one or more share or shares in the Company jointly, they shall be treated as a single member, and;

-1 A_=,=s:__—_ — . ppear : any of of its into 3 the lessee ed or ccor- )gate ' the 1soli~ nine. it ed , iclcs , the mess «is, rice lra jee ~E ARTICLES or ASSOCIATION 1 OF The Tripura Small Industries Corporation Limited. INTERPRETATION l. In these Articles unless there be anything repugnant 1n the subject or context—— a) “The Company” means the Tripura Small Industries Corporation Limited. b) “The Act” means the Companies Act. 1956 (Act ‘No. l of 1956), or any other Act or Acts in force concerning Companies and affecting the Company. c) “The Lt. Governor” meahs the Lt. Governor, Tripura. d) “The Directors” means the Directors of the Company for the‘time being. e) “Month” means an English celendar month. . _ f) “Chariman” 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 for.ce i) “The Board of Di1ectors” means the Board of Directors assembled use at a meeting of the Directors duly‘called on or constituted or as the case may be by the Directors assembled at a Board. 2. The Regulations contained in Table A in Schedule I of the Act shall apply to the company in so far as they are applicable to private companies and are not amended, modiﬁed or substituted by the following :11 ticlcs. 3. - The Company is a Private Company, and accordingly— ,a) The right to transfer shares of the Company is restricted in the manne1 heieinafter appearing; , b) The number of members of the Company (exelusive of (i) persons who are in the employment of the Company, and (ii) persons who, having formerly been 111 the employment of the Company, were members of the ' Company whilst in. that employment and have continued to be members after the employment ceased) shall be limited to 50 (ﬁfty) provided that for the purposes of this provision, where two or more persons hold one or more share or shares in the Company jointly, they shall be treated as a s ingle member, and;

) ~ 0 invitation hall be i ed to the public to u crib for any hare or tock or debentures of the Company.

SHARE CAPITAl, VARIATION OF RIGHTS. , . I, 6V ~f'(...(

I '" 4... The Share capital of the Company is Rs. ~ divided intoI!. '::1!'£.£ r ~ equity shales of Rs. 100 each with power to increase or reduce the capital. '

5. Subject to the 'prJvisipns, if any, in that behalf of the-~emo~aJldum 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 preferential, 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 pr~ference share may with the sanc- tion of a special reoolution be issued on the terms that it is or at the option of the Company shall be liable t:) be redeemed.

6. If at any time the shore capital is divided into different classes of shares, the rights attached -to any claas (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 share" 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 regula- tions relating to general meetings shallmutatis mutandis apply, to every such separate general meeting, but so that the necessary quorum .shall be two persons at least holding or representing .by proxy one third of the issued

_.share of that C1<::.S8, I

7. The rights conferred upon the holders -of the shares of any claas issued with preferred or other rights shall not, unless otherwise expressly provided by the terms of issue of the shares a{ that class, be deemed to be varied by the creation.or i=sue of further shares ranking pari pq,f;RU therewith.

8. i) 'The company may exercise ths powers of paying commissions c'onferred 'by section 76 of the Act-provided that the rate of such commi- ssion or t4e amount of the commission paid or agreed to be paid shall be disclosed in the manner required by that section.- ..

ii) The rate of the/commission shall not exceed the rate of five per cent of the price at whichthe shares-in respect whereof the same is paid are issued or an 'amount equal-to five ,per cent of Isuch price as the case. . , may be. '

iii) The commission may be satisfied by the ,Payment in cash or the allotment of fully or partl{' paid shares or~partly in the one way and partly in the other.

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c) No invitation shall be issued t2. the public to subscribe for any shares or stock or debentures of the Company. SHARE CAPITAL VARIATION OF RIGHTS I 60 V‘s-om 1’ 4 The Share capital of the Company is Rs. W divided into loo 0 p “equity shares of Rs. 100 each with power to increase or reduce the capital. , V 5. Subject to. the'prdvisipns, if any, in that behalf of themMemorandum 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 preferential, 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, sane- 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 regula- tions relating to ge: 1eral meetings shallmutatis _n_1_utandis apply, to every such separate general meeting, but so that the necessary quo1 um shall be two persons at least holding or representing by proxy one third 01" the issued share of that cla ss. \ at?» 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 creationor issue of further shares ranking paii passu 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 commi- ssion or the amount of the commission paid or agreed to be paid shall be disclosed in the manner required by that section. ii ) The rate of the commission shall not exceed the rate of ﬁve per cent of the price at which the sharesdn respect whereof the same is paid are issued or an amount equal to ﬁve .per cent of /such price as the case may be. p ‘ iii) The commission may be satisﬁed by the payment in cash or the allotment of fully or partly paid shares orfpartly in the one way and partly in the other. a." r) be ‘ hol ter 3 up] 311 she. i .1‘1 1 4 :‘l( slut ‘ 1 K I g son deli i sufl"l a] i rem ' ten, hot i )i r, the? SCOUe ( 11 shat; t able: 3' the ' ( star“ , able; ‘ timizi '3- this . ,g don't. ( any

13. The ompany shall have as first and paramount lien on every share (not being a fully paid share), for all moneys (whether presently pay- able or not) called, or payable at a fixed time in respect of that share, and the Company shall aleo have a lien on all shares (not being fully paid shares) standing registered in the name of a person, for all moneys presently pay- able by him or his estate to the Company but the 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 divi-

II' dents payable thereon.

14. The Company may sell, in such menner as the Directors think fit, any shares on which the Company has a lien, but 'no sale shall be made unless

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iv ) The company may also, on any issue of shares, pay such broker age 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 sha,ll, not be bound by or be compelled in any ''Way' to recog ise (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, OJ' (except only as by these regulations 01' by law otherwise provided) any other rights in respect of any share except an absolute right to the entirety thereof in the registered holder thereof.

10. i) Kvery person whose name is entered as a member in the regis- ter of members shall be entitled to receive within two months after the application for registration of transfer or three months after allotment of shares (unleas the condition 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 certific ....te after the first. I '

ii) Every certificate shall be under the .seal and shall specify the, shares to which it relates and amount pa.id(up thereon. ,

iii) In respect of any share or -shar~s held jointly by several per- son~ 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 deliv ;'y to all such holders.

11. If a share certificate is ..defaced, lost or destroyed, it may be renewed on payment of such fer, if Piny not exceeding fifty paise and on such terms, if any as to evidence ar.d in~em:lity and the pr.yment of out-of-poc- ket expenses incurred by the Company in investigating the evidence as the Directors think fit.

12. Except to the extent allowed by the Act no part of the funds of th~ Company shall be employed in the purchse of, or in loans upon the security of the Can panys shares.

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“Y to he Lax". ‘ [9 1' iv) The company may also, on any issue of shares, pay such broker age 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 1n the registered holder thereof. 10. i) Every person whose name. is entered as a member in the regis— ter of members shall be entitled to receive Within two months after the application for registration of transfer or three months after: allotment of shares (unless the condition of issue provide otherwise) :— a) one certiﬁcate for all hisshares without payment, or b) several certiﬁcates each for one or more of his shares, upon. payment cf one rupee for every certiﬁcate after the ﬁrst. ii) Em ry certiﬁcate shall be under the seal and shall specify the shares to which it relates and amount paid p thereon. . iii) In respect of any share or share held jointly by several per- sons the Company shall not be bound to issue more than one certiﬁcate, and delivery of a certiﬁcate for share to any one of several joint holders shall be sufﬁcient delivery to all such holders. 11. If a share certiﬁcate is .Tdefaced, 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—poc— ket expenses incurred by the Company in investigating the evidence as the Directors think ﬁt. ’ i l 12. Except to the extent allowed by the Act no part of the funds of the Company shall be employed in the purchse of, or in loans upon the security of the Company’s shares. LIEN 13. l‘he Company shall have as ﬁrst and paramount lien on every share (not being a fully paid share), for all moneys (whether presently pay- able or not) called. or payable at a ﬁxed time in rcspect of that share, and the Company shall also have a lien On all shares (not being fully paid shares) standing registered in the name of a person, for all moneys presently pay- able by him or his estate to the Company but the 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 divi-_ dents payable thereon. < 14. The Company may sell, in such menner as the 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 exi t i pre ently pav.sb c or u t expiration of fourteen days after a notice in writing, stating t 1'(1 dem: If::nh payment of such amount in respect of which the lie.i exists as i- I' "ls<.lntly· payable, has been given to the registered holder for the time bel .~ of the shares 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, jf any, shall be subject to a like lien for sums not presently payable as existed upon the shares prior to the sale, be paid to the persons entitled to the shares at the date of the sale: The pur- chaser 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.

OALL ON SHARES

16. The Directors may, from time to lime, make calls as they think fit upon the members in respect of ~ny moneys unpaid On the shares h- ld by them respectively and nut by the conditions of allotment thereof made pay- f able at fixed times, and each member shall pay the amount of -very call so I made on him to the persons and at the rimes and places appo inted by the ! Directors. A call may be made payable by instalrnants : provid ed that 110 I call shall exceed one-fourth of the nom inal value of the she re or l'e payable at less than one month from the date fixed fur the payment of the last preceding call.

16-A Anymoney due by the Company to a shareholder may without the consent of such Shareholder be applied by the Company III or towards payment of any money due by him to the Company for calls or otherwise.

17. i) Each member shall, subject to I eceiving at least fourteen days' notice specifying the time or times and place of payment pay to the Company at the time or times and place so specified, the amount called on his shares.

ii) A call may be revoked or postpolled at the discretion of the Board.

A call shall be deemed to have been made at the time when the resolu- tion of the Board authorising the call was passed and may be required to be paid by instalrnents.

18. The Joint holders of a share shall be jointly and severally liable to pay all calls in respect thereof.

19. If a sum called in respect of ~ share i not paid before or on the / day appointed for payment thereof, the person from whom the sum is due shall I

pay interest thereon at the rate} of nine per cent per annum or at such lower rate, if any, as the Directors may determine from the day appointed for the payment thereof to the time of actual payment but the Directors shall be at I liberty to waive payment of such interest wholly or in part.

30. The provision of these regulations as. to 'payment of interest shall apply in the case ef non-payment cf any sum which; by trems of issue of a

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a sum in respect of which the lien exists is presently payable :zor 11:1 ii, the expiration of fourteen days after a notice in writing, stating and (19m: .»i;1i11g payment of such amount in respect of which the lien exists as is ;» ‘rsently' payable, has been given to the registered holder for the time bci. 4:; of the shares 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 be subject to a like lien for sums not presently payable as existed upon the shares prior to the sale, be paid to the persons entitled to the shares at the date of the sale: The pur- chaser shall be registered as the holder of shares and he shall not be bound to see to the application of the purchase money nor shall his’ title to the shares be affected by the irregularity or invalidity in the proceedings in reference to the sale. _ CALL ON SHARES 16. The Directors may, from time to time, make Calls as they think ﬁt upon the members in respect of any moneys unpaid On the shares held by them rCSchtivcly and not by the conditi0ns of allotment thereof made pay- able at ﬁXed times, and each member shall pay the amount of every call so made On him to the persoiis and at the times and places appointed by the Directors. A call may be made payable by instalmants : provided that no call shall exceed one—fourth of the nominal value of the share or re payable at less than one month from the date ﬁXed for the payment of the last preceding eall. 16-A Any‘money due by the Company to a shareholder may without the Consent of‘ such Shareholder be applied by the Company in or towards payment of any money due by him to the Company for Cells or otherwise. 17. i) Each. member shall, subject to receiving at least fourteen days’ notice specifying the time or times and place of payment pay to the Company at the time or times and place so speciﬁed, the amount Called on\ his Shares. ii) A Call may be revoked or postpOned at the discretion of the Board. A call shall be deemed to have been made at the time when the resolu- ti on of the Board authorising the call was passed and may be required to be paid by instalments. , , 18. The joint holders of a share shall be jointly and severally liable to pay all calls in reSpect thereof; 19. If a sum called in respect of; share is not paid before or on the , day appointed fer payment thereof, the per50n from whom the sum is dueshall pay interest thereon at the rate of nine per cent per annum or at such lower rate, if any. as the Direcmrs may determine from the day appointed for the payment thereof to the time of actual payment but the Direcrors shall be at liberty to waive payment of such interest wholly or in part. 20. The provision of these regulations as, to "payment of interest shall apply in the case of non-payment of any sum which, by trcms of issue of a share the sh ofac; 2t] ing to upon may’l [. pay 11‘ 3 party betwe 4 4 3 2 '1 appoi: j (Illll'l‘n‘lll a noti 1 unpai i l 25h ex pirj ,( Which the ex shareei, .91 plied V time be for share ' made 2 the (w. in sut shall ture i :3 l)(‘i' f) in to, forfv sharc recon ‘ 4 Diret

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share becomes payable at a fixed time whether on account of the amount of the share or by way of premium, as if the 'same had bee. .me payable by virtue of a call duly made and notified.. .

,21. The Directors may, if they think fit. receive from any member will ... ing to \adva~ce- the same all or any part of the moneys uncalled and unpaid upon any shares held by him, and upon all or any of the moneys so advanced may (until the same would but for such advance, become presently payable) pay interest at such rate (not exceeding, without-the sanction of the Com- pany in general meeting, six percent per annum) as may be agreed upon between the member paying the sum in advance and the Directors.

ITOR:FEITURE .. O:E' S.HARES

22. If a member fa.ilsto pay any call or, instalment of a call on the day appointed for payment thereof, the Directorsmay, 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.

23. The notice [;ha11name 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.

24. Tf the requirements of, any such notice as aforesaid are not com- plied with, any share in respect of which the notice has been given at any

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time thereafter, before the pnyment required by the notice ha- been made, be forfeited by a risolut.ion of the Directors to that effact, and, when any, . , f'ha,re is forfeited, an entry of the forfeiture with' the date thereof shall be made in the Register of Members. /

25. (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 Directors think fit.

(ii) The Dite rtors may, at any time before any share so forfeited shall have been sold. the allotted or disposed of otherwise, anoul the forfei- ture thereof upon such conditions as they thi~k fit.

26. A person whose shares have been forfeited shall cease to be mem- ber in respect of the forfeited shares, but shall, not withstanding the forfei- ture, remain liable to pay to the Company all moneys which, at the date of forfeiture were presently payable by. him to the Oompany in respect of the shares, but. his liability-shall cease if and when the Company shall have received payment in full of all such Ihoney~ in respect of the shares ....

27. A duly verified declaration in writing that the declarant jis a Director, the Manager or the Secretary of the Company, and that a share in,

it i W (11) ‘1 the y share becomes payable at a ﬁxed time whether on account of the amount of ling ; the share or by Way of premium, as if the same had beenme payable by virtue ntly‘ , of a call duly made and notiﬁed. ‘ , :he ., 21. The Directors may, if they think ﬁt.1‘eceive from any member will- ‘ _ ing to advance the same all or any part of the moneys uncalled and unpaid “{d ' ’ z upon any shares held by him, and upon all or any of the moneys so advanced ”‘13 ‘ may (until the same would but for such advance, become presently payable) tor pay interest at such rate (not exceeding, without'the sanction of the Com—- 5’ be pany in general meeting, six percent per annum) as .may be agreed upon part-1 between the member paying the sum in advance and the Directors. )un' . the , FORFEITURE, OF SHARES s in , , , .. , 22 If a member fails to pay any call or, instalment of a call on the day appointed for payment thereof, the Directors’may, at any, time, thereafter during such time as any part of the call or instalment remains unpaid, serve hinl: a notice on him requiring payment of so much of the call ‘or instalment as is, d by , unpaid, together with any interest which may have accrued. pay- 2. 23. The notice shall name a further day (not being earlier than the ‘11 so " expiry of fourteen days, from the date of service of notice) on or before ’ the which the payment required by the notice is to be made and state that, in at "0 the event of non payment of the amount on or before the day so named the lag: shares in respect of which the call was made will be liable to be forfeited. 24. If the requirements of any such notice as aforesaid are not com- [bout plied with, any share in respect of which the notice has been given at any wards time thereafter before the pnyment required by the notice has been made, so. be forfeited by a r iSOluthIl of the Directors to that effact and, when any days’ ssh re is forfeited, an entry of the forfeiture with the date thereof shall be ‘ impany ' made in the Register of Members. ; Q“ i “65' 25. (i) Any share so forfeited shall be deemed to be the property of )i the the Company and may be sold or otherwise disposed of on such terms and in such manner as the Directors think ﬁt. . ' esolu— (ii) The Ditectors may, at any time before any share so forfeited to be shall have been sold. the allotted or disposed of otherwise, anoul the forfei- bl t ture thereof upon such conditions as they think ﬁt. e o 26. A person whose shares have been forfeited shall cease to be mem- 1n the y bear ' nrespect of the forfeited shares, but shall, not withstanding, the forfei- as shall in e, remain liable to pay to the Company all moneys which, at the date of lower forfeiture were presently payable by him to the Company in respect of the or the shares, buthis liability-shall cease if and when the Company shall have be at received payment in full of all such moneys in respect of the shares. 27. A duly veriﬁed declaration in writing that the declarant .is a st shall , Director, the Manager or the Secretary of the Company, and that a share in. a of a ‘ |

the Company has been duly forfeited on & date t ted in the decls r tion, shall be conclusive evidence of the fact therein tated a again t all persons claiming to be entitled to the share. The Company may receive the consi- derabion, if any given for the share on any sale or disposal thereof, and .may execute a transfer of the share in fa,vo~r of the pe: son 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 the application of the purchase money, if any, nor shall his titl~ to the shr.rc ue affected by any irregularity of invalidity in the proceedings in reference to the forfeiture sale or disposal of the share.

28. 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 share, becomes payable at fixed time, whether on account of the nominal value of. the share, or by way of premium, as if th~ same had -been payable by virtue -of a call duly made and notified.

TRANSFER OF SHARES

29. The 'Oompany shall keep a book to be called Register of Transfers and therein enter the particulars of several transfers of transmission of any

-share.

29A. Subject to approval of the Lt. Governor, shares may be trans- ferred by a. member to another member: No shares shall he transferred to a non-member as long as any member is willing to purchase same ..

30. i) The instrument of transfer of any share in. the Company shall be executed by or on behalf of both 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.

/ , 31. Shares in the Company shall he transferred in the following form

or in any usual or common form which th~ Bop.rd .shall approve. - ,

"1, A.B. of .. .in consideration of sum of Rupees paid to me by C.D. of hereinafter called 'the transferee', do hereby transfer to the trans- feree the share (or shares) numbered-to-inclusive in the undertaking called the Tripura Small Industries Corporation Limited to hold unto the said transferee, his executors, administrators and assigns subject to the several condition-s or which I hold the same immediately before the execu- tion nhereof and I, the transferee do here by 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.

32. The Board may, subject to the right of appeal conferred by section III, decline to register,

a) the transfer of a share, not being fully paid share, to a person of whom they do not approve, or 1

b) any transfer of shares on which the Company has a lien,

trai

* ,, r' '1', the Company has been duly forfeited on a date stated in the declaration, shall be conclusive evidence of the fact therein stated as against all persons claiming to be entitled to the share. The Company may receive the consi- . deration, if any given for the share on any sale or disposal thereof, and g tral .may execute a transfer of the share in favour of the pe: son 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 bebound to see the application of the purchase money, if any, nor shall his title to the share be affected by ' r , any irregularity of invalidity in the proceedings in reference to the forfeiture ' sale or disposal of the share. ' 28. The provisions of these Articles regarding forfeiture, shall apply in a the case of non- payment of any sum which, by the terms of issue of share, , becomes payable at ﬁxed time, whether on account of the nominal value of E for the share, or by way of premium, as if the same had been payable by virtue ; of a call duly made and notified. E fou TRANSFER or SHARES 29. The Company shall keep a book to be called Register of Transfers i 2;} and therein enter the particulars of several transfers of transmission of any share. _ ’ . E 29A. Subject to approval of the Lt. Governor, shares may be trans— E ferred by a member to another member}. No shares shall be transferred to E i a non-member as long as any member is willing to purchase same. , E‘ or E 30. i) The instrument of transfer of any share in the Company shall de‘ be executed by or on behalf of both transferor and transferee. ‘ I'91: ii) The transferor shall be deemed to remain a holder of the share ha until the name of the transferee is entered in the register of members in E respect thereof. ho . . by ’ 31. Shares in the Company shall be [transferred in the following form E or in any usual or common form which the Board shall approve. d “1, AB. of...in consideration of sum of Rupees...paid to me by ' a; C.D. of hereinafter called ‘the transferee’, do hereby transfer to the trans- { he feree the share (or shares) numbered—to—inclusive in the undertaking 2 called the Tripura. Small Industries Corporation Limited to hold unto the i said transferee, his executors, administrators and assigns subject to the E 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 E shares) subject to the Conditions aforeSaid. , E 01 As witness our hands this day of—Witness to the signatures of, etc. m 32. The Board may, subject to the right of appeal conferred by section ; III, decline to register, ‘ a: a) the transfer of a share, not being fully paid share, to a person 5 of whom they do not approve, or 1 , E i b) any transfer of shares on Which the Company has a lien, t"

Ition, rsons onsi- and

I the lered III of i bv iture

Ily in iare, Ie of. rtue

;

ifers any

am~- d to

!hall

hare I III

orm

by sns- ling the the -cu- (or

etc.

ion

son

( 13 )

33. The Board 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 certifioate of

the shares to which it relates and such other evidence as the Board may reasonably require to show the right of the trans- feror to make the transfer, and

c) The instrument of transfer' is in respect of only one class of shares.

34. The registration of transfer may be suspended at such time' and for such periods as the Board may from time to time determine.

Provided that such registration shall not be suspended for more than fourtyfive days in any year.

35. 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

36. i) On the death of a member who has a joint holder the survivor or survivors of such joint' holders and the legal. repreeentatives of the deceased joint holder 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 interst in the shares.

ii) Jothing in clause (i) shall release the estate of a deceased joint holder from any lia~ility in respect of any share which had been jointly held by him with other persons.

37. i) Any per~n becoming entitled to a share in consequence of the death or insolvency of a member may, upon such evidence being produced

, as may from time to time properly be required 'by the Board and subject as hereinafter provided,. elect, either-

a) to be registered himself as holder of the share; or • I

b) to make such trensfer of the share as the deceased or insolvent member could have made.

'ii) The Board shall, 'in either case, have the same right to decline or suspend registration as it would have had; if the deceased or insolvent member had transferred the share before his death or insolvency.

38. i) If the person so becoming entdtledshall 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 ~ransfel' and the registration of transfer of share

‘» stion, rsons ensi- and 1 the nered 111 of l by viture :ly in hare, me of ~ rtue 1fers any ans- d to shall hare .1 in arm .1 ans- dug the the acu- (or etc. ion SOI]. I (13) 33. The Board 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 may reasonably require to show the right of the trans- feror to make the'transfér, and c) The instrument of transfer 18 in respect of only one class of shares. 34. The registration of transfer may be suspended at such time" and for such periods as the Board may from time to time determine. Provided that such registration shall not be suspended for more than fourtyﬁve days in any year. 35. 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 36. i) On the death of a member who has a joint holder the survivor or survivors of such joint’ holders and the legal. representatives of the deceased joint holder 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 interst 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. 37. i) Any person becoming entitled to a share in consequence of the death or insolvency of a member may, upon such evidence being produced ‘ as may from time to time properly be required by the Board and subject as hereinafter provided, elect, either— a) to be registered himself as holder of the share, or b) to make such trensfer of the share as the deceased or insolvent member could have made. 'ii) The Board shall, “in either case. have the same right to decline or suspend registration as it would have had”, if the deceased or insolvent member had transferred the share before his death or insolvency. 38. 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 share a Q

.... ".

[ 14: ]

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.

39. A person becoming entitled to a share by reason of the death or insolvency of the holder shallbe entitled ~o the same divi-dends 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 asa member in respect. of the share, be entitled in respect of it to exercise any right con- ferred by membership in relation to meetings of the Company:

Provided that the Board may, at any time give notice requmng any such person-to elect either to be registered himself .or to transfer the. . notice is not complied with within ninety days the Board may thereafter withhold payment of all dividends, bonuses or other moneys payable in respect of the share, until the requirement of the notice have been complied with.

.ALTERATION OF CAPITAL

40. Subject to the approval of the Lt. Governor, the Directors -may . I

with the sanction of the Company in General Meeting increase the Share Capital by ~uch sum to be divided into shares 'of such amounts as the reso-· lution shall' prescribe.

41. Section 81 or the Act shall not apply to the Company.

42. The new shares shall be subject to the same provisions with reference to the payment of calls, lien, transfer, transmission, forfeiture and otherwise aasthe shares in the original share capital.

43. Subject to -the approval of the Lt. Governor the Company in I

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 share which at thedate of: passing of the resolution has not been taken or agreed to be taken by any person.

~', '

44.' The Company may, by special· resulation and to such directions as may be issued by .the Lt. Governor, reduce its share capital in any manner 'and with, and subject to, any, incident. authorised and consent, required by law.

~.- "1 '. .' • ~

....... .:-... ;::

4 the p the 1 sums passe

~ raise manI and i Com] both

madE perse

sect» othei any of sh

not·

age the

witl

hele aCC(

bus aucl sha.

.. by ext def

[14] .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. 39. 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 con- ferred by membership in relation to meetings of the Company : Provided that the Board may, at any time give notice requiring any such person to elect either to be registered himself or to transfer the notice is not complied with within ninety days the Board may thereafter withhold payment of all dividends, bonuses or other moneys payable in respect of the share, until the requirement of the notice have been complied with. ALTERATION OF CAPITAL 40. Subject to the approval of the Lt. Governor, the Directors may with the sanction of the Company 1n General Meeting increase the Share Capital by such sum to be divided into shares of such amounts as the reso-- lution shall prescribe. ' 41. Section 81 or the Act shall not apply to the Company. 42. The new shares shall be- subject to the same provisions with reference to the payment of calls, lien, transfer, transmission, forfeiture and (9 otherwise as1the shares in the original share capital. 43. Subject to the approval of the Lt. 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. (e) Cancel any share which at the ‘date of passing of the resolution has not been taken or agreed to be taken by any person. 44.‘ The Company may, by special resulation and to such directions as may be issued by the Lt. Governor, reduce its share capital in any manner and with, and subject to, any.‘incident. authorised and consent, required by law. the p the I. sums passe raise mam and i Com] bdth mad¢ persc sectiv othei any of sh not - a ge the witl held acm bus sue] shal by ext ‘ def

if the ICe or

th or other .older er in con-

liring the

after Ie in been

nay tare jSO- '

in on

ies

of n,

,. IS

y', c·'" •

••

( .l~.))

. BOJ;tROWIN;Q;,P.OWERS' , , .

45. The Directors' may, from .tlm~ to time" and, in; accordance, wi~h ; " . " .~... . "

the provisions of the Coinpanies'Act,l,9p6, and,subject to .the approval of , 1 ~ \ ! :.! ~ ~ '. ';". " .

the Lt. Governor, raise or borrow or secur.e 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 .

, , ',' 'to. ,.. • ••• \ •

46. Subject to' the approvalof' tEe" Lt. Governor, the Directors may r~~~,eor securethe paymett.or rep~YmE?~~'of .suoh .sum or, sums in such manne~ and upon such terms ~~d .?ppdit.i<;>~sin all reepectsas they th}nkfit and in particular by t}ie' issue of <:1:ebeI?-~UI;es,.,or",debenture· .stock of. the C~mpany ch~rged ,UPQ~ ,all ~r,~~!iRllJr\t<?~t,~e \proper)iyjof the Company bot~ p'~esent and futu~,e~ihch~dip.g,~~~;uncalled capi tal for, the -time being, ".

47. -the debentures, d~b~nt~r~, stock -a~~ other securities may be mad~ .assignable fre~,JFo~' any 1'~9\lit~e~between the. .Company .and]thl3, ' persons to whom the s~m~ :may"befi~,su~d.. '

o :;'48. Subject to th~' ~pp~o~aTof~tif~ Lt. Govefnor and 'subje~t.to the , ! . . '. ,; ;.: ,',• I',':. .~ , .' • • 'j..

sections 79 and,117 of the A~t,a.ny debenture" debe rture stock .bonds or, other securities may 'beis~ued at' 'a raja'count premi~m' or otherwise and with.

I ,~ ~! •t' I' , $ , P I>

any special privileges asto :t-edenfotion, surrender, drawings and allotment It 'of shares. " : , ' ,. ',' "

: 48. A, The provisions: contalried in sections i~l -to '18~'0t the Act s~l{ not applyto the Company. .' ,

. GENERAL MEETINGS, ' r " ,

49.. :i) ,(;80.) IThe Company shadl, in.addition to any other-meetings, hold" a.general m~~;tiIlg which shallbeisngled as. its' annual. general. meeting' at' • the intervals, and.dn,aco0rdancezwith,liliei·provisions. specified below :-'-.

(b) The first annual general rneeting-shallbe held bythe Company' within eighteen months. of its incorporation.

,( C ) The next Annual' General Meeting of t!le Company' shal] be held+by' it, within six months afterthe expiry of 'eaoli finaencial year in, accordance. with the provisions of Section' 166 ~f the Companies Act.

o ,..' J

ii) Every annual general meeting shall he called for a time, during business hour, on a day that.is not a public holiday, and shall be held'~t .such ,pl:~f~~ ..t~e.,~~r~~J?r~~~~a~~e~ci4.~!~~ ,d",t}J.ep<:>:.~?e,o tin ~he,.meet~~g t'.'

.".s~~ll:$pe~ .', ~f.~,~~l!l:lt~a, ~f.~ ~~:III ' ~,',' :.;.\' ',< ~ •• ., "

" ..'." i;' ; ', i; .' ;.. .. . .f"; ~ .••••.. H r:" . A • 'f~ : ., I.i " 50. "The Directors' may "whenever they think fit .and.shall when required

\. ~ (.. ..~ • ..' __• • I •• ~ -'J,'. \''' '_ . !. L. J.J( J '. 1 by' the" Lt. ~ov~t~gr ca.l~ an e~rtr~or~~riary ~~~~r<~I-;me~, and an extraordinary generalmeetingjshall also be called on 'such requiaition or in def~Ult, may b6:cal,led by ~U:~h'requistioni~t, '~8p~ovid~d by the, Act. . If at

~ ~ .;. _ •.:l. i"J':'I •..~.' t~ J' •

if the ice or bh or other older )er in con- Airing the after 1e in been nay mare aso- - 1th 1 1nd in 1011 TGS ashallspem t1; J . wen me . ' “ ' . ( 15:1} BORROMNG .BOWERSV 45. The Directors may, from time to time, . and in accordance with the provisions Of the Companies Act 1956 and, subject to the approval of the Lt. 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. 46. Subject to‘lthe appmval‘e'f'tli'e' Lt. Governor, the Directors may raise or secure the paymett or repayment of such sum or sums in such manner and upon such terms and conditions' in all respects as they think ﬁt and 1n particular by the issue of debentures or debenture stock of the Company charged upon all or anyfpart of the .property. of the Company both present and future, including its uncalled capital for the time being. 47. The debentures, debenture stock and ether securities may be made assignable free from any equities between the Company and the ' persons to whom the same may be issued. 48. Subject to the approval of‘the Lt Governor and subject to the) sections 79 and 117 of the Act, any debenture, debe mire 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. - ' 48. A, The provisions contained in sections 1'11 to 186 of the Act shalii not apply to the Company. GENERAL MEETINGS 49.. i) (a) The Company 511111.111 addition to any other‘meeti‘ngs, hold ‘ a. general meeting which shall beratyied as its annual general meeting at‘ the intervals, andinaccordance with. iiheinprovisions. speciﬁed below ;_._. (b) The ﬁrst annual general meeting shallbe held by the Company‘ within eighteen months of its incorporation. (c) The next Annual General Meeting of the Company sha11 be held by it within six menths after the expiry of each ﬁnaencial year in accordance with the provisions of Section 166 of the Companies Act. . ii) Every annual general meeting shall be called for a time. during business hour, on a day that is. not a public holiday, and shall be held at , such place @119 Directors shail. mdecide, ‘ d Qgiantce c: ling the meeting ‘ , A". ...y.(,., 50. The Directors may whenever they think ﬁt and shail when required 1 by the‘ Lt Governor ca11 an extraordinary general meeting, and an extraOrdinary general meeting shall also be called on such requisition or in, defhult, may be ‘called by suéh requistionist, as prowded by the Act. If at, ......

any time they are not within.India, Directors capable of acting who are sufficient in number to form a quC!rum. any Director or any two member of the Company may call an extraordinary general meeting in the same manner, as .nearly as possible, as t~at in which meeting may be called by the Board. \

PROCEEDINGS AT GENERAL MEETING

51. Seven days' notice at least (exclusive of the day on which the notice is served or deemed to be served but inclusive of the day of the meeting 'for which the notice is given), specifying the place, the day and the hour of meeting and the general nature of business shall be given to such member as are under the provisions of these articales entitled to receive notices from the Company, but the accidental ommission to give such notice shall not invalidate 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 annualgeneral meeting shall be called for a time during business hours, on a day that is riot a public holiday and shall be held either at the Registered Office of the Company or at some other place within the city in which the registered office of the Company is situated.

With the consent in writing of all the members a meeting may be convened by a shorter notice than as aforesaid and in such manner as the members may think fit.

52. All business shall be deemed special that is transacted at an extraordinary general meeting. In the case of an annual general meeting all business to be transacted at the meeting shall be deemed special with the exception of sanctioning a dividend. the consideration of the accounts,

• balance sheets 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 in place of those retiring.

53. No business shall be transacted at any general meeting unless, a quorum of mem bers is present at the time when. the meeting proceeds to business; save as herein otherwise provided, two members present in person of whom one shall be a representative of the Lt. Governor shall be a quorum.

54. If within half an hour from the time appointed for the meeting a. quorum is not presnt, the meeting, if called upon the requisition of members. shall be dissolved; in any other case, it 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 places as the Directors' may determine, and if at the adjourned meetin,g a quorum is not present within half an hour; from the time appintedfor the meeting, the members present shall be a quorum. '

- &

(16) any time they are not withinlIndia, Directors capable of acting who are sufﬁcient in number to form a quorum. any Director or any two member of the Company may call an extraordinary general meeting in the same manner, as [nearly as possible, as that in which meeting may be called by the Board. 1 ' PROCEEDINGS AT GENERAL MEETING ' 51. Seven days’ notice at least (exclusive of the day on which the notice is served or deemed to be served but inclusive of the day of the meeting for which the notice is given), specifying the place, the day and the hour of meeting and the general nature of business shall be given to such member as are under the provisions of these articales entitled to receive notices from the Company, but the accidental ommission to give such notice shall not invalidate 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 city in which the registered oiﬁce of the Company is situated. With the consent in writing of all the members a meeting may be convened by a shorter notice than as aforesaid and in such manner as the members may think ﬁt. 52. All business shall be deemed special that is transacted at an extraordinary general meeting. In the case of an annual general meeting all business to be transacted at the meeting shall be deemed special with ~ the exception of sanctioning a dividend. the consideration of the accounts, balance sheets 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 in place of those retiring. / b 53. No business shall be transacted at any general meeting unless~ a quorum of members is present at the time when the meeting proceeds to business ; save as herein otherwise provided, two members present in person of whom one shall be a representative of the Lt. Governor shall be a quorum. 54. If within half an hour from the time appointed for the meeting a quorum is not presnt, the meeting, if called upon the requisition of members. shall be dissolved; in any other case, it 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 places as the Directors may determine, and if at the adjourned meeting a quorum is not present within half an hour; from the time appintedfor the meeting, the members present shall be a quorum. '

•g who are ) member the same called by

.he notice seting for hour of member

~ notices ice shall :l always iolutions .vith, , during be held ;}within

maybe as the

~at an neeting .1 with iounts, rs, the :s and

11ess a eds to ut in

I LII be

; ng a I .bers.

same and,

t if at (l the

( 17 ) ,

55. The Chirman, if.any, 'of "the Board of Directors shall preside as Chirman at every genera1;.~~,~~&:9! the (!J.p~p~ny.,- ..•_ -•..~._ .•.. ~ ..'. ..," .. -.~.

~rii~·:j.J:;'&Pf(f~~,~I:iflqJ!1Pqll}QblJ1m~1l.~~orj£at,ditrlyt;l113eting"he:is'not;.';Present :)vifffi~h~€i~~m. 'xw~~~~t~r,ltl}3 ~~AllppOint~d I'lfo~{I1old~~·the '~rtH~etirlg'{~r ,;is:w.6'YiU.l~&~~~cp."il1S,QhjJm).,~~9{4the ~t.il}gJthe'·~io\}ofthirtn'3n/if' atly~':allMl i;W;~si~~.,~t~~~~Il'!~e~. "U.Jth.~'e js~'XioVipe:-:(Jhairh1an,"'orfifataThJr mee-ting "he .~ ~<?t1:P}i~<5e~.t:.w~1!:hin,.itlb,er,iilll:61&S a{0resaad; or iSi,mlwilling to -act 'as ,:C~l}irJ}1a}}ttJ~~met~~w:bm~N~~t.lS.haUf chdoS8 ':'f!ame ·,]9i'recto:r'·,~l"~.if no 'l:Qjrp,ctpF.!tW.wMd;R.Eh:Pr.~~~~~'Qr'Jfjj;,4h He~;]3k6E$>rs1;p!eseiit ',d~cliIfe,'-to'take l"~J\e~.,~r ~'~ih~ t s:tlo,ll:,C~~.al~ '{BomeI'IneI~ib.~r~pres~nt~,tj()';beithes.@hd;irinJn-of -j~etm~.et!ng. ,"jT:.'. '. ," :' ;

-.. • -# ~,,""" " '. •• "' -;~

,9;7. :iJl1l~9:l).lij,r)Jl~Jl~J.lli1y,,.?wi~tthe consent '0£ any:"meeting ate·which, a qU.RJ;;lHn.i~!'lpre.!?:~Jkt(~.rul ~8]latlhtifiso:'diI:e'ctddt,by,tltemeetiihg.)~ atlj&llrn ·:too .Pl~t~m9P.lJ.,ti:m~ ,.~•.t.iJlle.!OOld,d'r~lD.lplae:e:.lto.Tplace,.'b~tno.a)usin~ss -ShaH 1>), transacted at any adjourned meeting other than the business left:nnfin1s:h-ed at the meetting from which the adjournment took place. ,When a meeting

'AI?~q.j.9U.~A~dJ'9l'gp~,_ll}Q~tbtot;lmnt~'llotipeof.tb.e adjourned me~ting 'shall ke ~YI1¥ ~sj.i)l ~~e ~~J?~Jj)i 00 otiglinl}l,~ee~hilg..Save 81S aforega,1'd:~i't·:JhaH .w...hp8j-p~q~t'lS~f,y 1iq!~v~:p->ny,nottce!,-<ilf.an a.dj~urn.ment or of, the busidass:'\'t'o

,.bJi ~trn~lH3j;pJ!.~B;~a;p,;~j&yred ..m~eting.,'.' "".' ~. ' " I

.c5~.,;_4tap~rg~E}r~l m~etillg;.a o:e.salution,pYut.tOith~vote of tlremeetiri$ w.~)Jre d.e,pi<l~ij~o.J;l;':~,'...!;thQ.wt}of. 'hands, ,unless; a;.ptlll:.w (-bef6re or'oii ·t1i:~ bx?.hH~W.Pgf t],le re~ltof.,t:he ~JQLha.i:idq¥:dem~nden ·in'aec0rda.ft'c~-With '~~t~~"pjVi&RP,B(.gt;::,th~!A~t,.tmdtunless. ~.pon .is So.)demanded, -3',didar~li6n By ~",Ch(}iliwa:Q, ;t~t;o~(~~oln;i<ln htlta~oo'{81,slaOWJlofhands been' oa:t(r·retlV~dr carried unanimously, or by a particulRJ'vmanjooity.;; Qr'1-ost:arid·an; ehtify,:t'(J tha.t effect in the books of the proceedings of the, company shall be conc'-. ~Yi~ 6;Vj,W~llC~;oftth~'i~Q1;}wi~ut .:proof .ofjthe;'nu,mber 'or -'proportion -af th YP~$t r~w~r~~~lUif.tl.v~Jinl.,ofr.~rt~g8.liost,.;that ·reB'Q~utionl t

•• J ' 1

59. If (I,!'p.QJ!, iSi.dU'ly •.d~fn8"ded~;i..t~g.hall-;'be'. talk.en in -suoh manlier' .es the Chairman directs and the result of the poll shall be deemed to be the r.~.9l~~i~~j~€iVbe.,,zn.-ee~Wg,~a,t,tWhrohvtla.epo}lFWas 'deili4l.nded-,'

60. 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 take p lJt{l,e",er;.§.t'nvh'9~lth~P9Ihjsrldeman~, ,:'sha;}l;lbe~··'eIititled',to a secohd or C!\~t~~~~k ,I "." •

I • .~ .' , ,J '. • .' ~ • • • ~ I. -{. I,

•i ,.91!J:~A,1p.()lli:~E}!W\'pd.ej,o.lh7tlte:;,s:eI6ctioli~,;a.@liavmlQ,n:'0r on la' :qooBtioh' of adjournment shall be taken forthwith. A poll demanded":"6n}~~~Y';~ other question shall be taken at such' time as the Chairman of the ll!i1e&iJl~lA-t»~1W'l'; e- it:; rq', ~:,:,!.:..:m.1:;,' 'h ,;·!·"','wl: J:){~!(. ",

( . ~')"~Pl.' ~)fJ':' '/; )., '" t' ""llj G;~ r.. '.1 J <t-lJ.:l::,'.[ t'1. ':Ji1' ",,-\ ,:.;.: ': .: ..... / c !':,. .-' oJ .I... ...• ~ '.J ,'.. ..,;- ~. • 1.

I •..<!.t~_.... :.:J :_:,"J:'~ .. '1.:f:-J~' .~.l.!'~·.f ···; ...!,:,;,.: ..!.~r:.-'~~ .~j;.:- I .: : Jv,

Lg who are ) member the same called by he notice teting for hour of member > notices ice shall i always lolutions Nit-h, . during be held 3 Within may be as the l". at an ‘neeting .l with iounts, rs, the .‘s and 2less a eds to =nt in 111 be . ng a ;.Lbers same ‘ and. if at t a the - meetmgidh $1M {6‘51 , W? ‘5‘? Ni (17) 55. The Chirman, if any, of "the Board of Directors shall preside as Chirman at every general meetihgfﬂf the mepeny. 56. Mﬁhei'ehs ﬁlm-Willi»: (Eh-manger if; at any meeting he is not present ryvithino hittegngnnutesieﬁtergthg meetppointed- foreholdmg' the meeting br . is unwrmngatqact, gs thn eishe meetingitheu Vice-ﬁhimran, ii' any, Bhsill ;.;p1;e.side.et.;the meeting. Ethan issue Vice-,Chairnmn, or.- if at ariy- meeting . he is net merit within «Wimps eiowsaid, or is? uriwéill-ing to act as .. Chgirmap, than the: membgrssmgsmtashaﬁ ehaose same Director tr'f if no . Qirgcter lehon hegpresent mjﬁﬂb «the .Diréertors .ptesent dbiﬂine- to take Lti;e M1? 5.th (shell eheese tsbme lmemther présent to be theéChshman (if - » tthe meeting ' _ . . .9 Q7. Jai’helthinnagnrrneyswith the consentof any ~=meeting at. Which a qngnimiisipresgeht (end shell cgifmo-tdireetedbysthe meeting-)5 hdjtmrn *‘thé meetingfzzqm.,tims 1,01.'me.ﬁndifl‘0§niplaéent0np1ace,shill; nox'busintés's shall 766 transacted at any adjourned meeting other than the business 16ft .nnﬁn‘ish'ea at the meetting from which the adjournment took place. ‘When a meeting 915 adjpurned £91: ens mouth chimera; notice of the adjourned meeting ‘shall he given as in the with 95' an original, meeting. Save as aforesaid it than as; be. psgﬁssary is give any mtiee: sf en adjeurnment or of the business to is weathered at anesienred meme 518.. At any general meeting a hesalntien put tea-the vote ef we; méetm'g shall he (13.69386 6.511 .e...shews oi hends, .unless a' pail is (before or 611‘ thé gteglhrtien gf. therssuit ofithe shows-eﬁhande): demanded invaeeerdeheé-With the myisihns 9f. the-Am, .smi rinless a: poll is so> demanded, a’ didaretibn by the Cheman that 285:.W0hﬁisn 11948th as» show of hands been carried or _ carried unanimously, or by a particular mailjenitw or lost arid an entry to that eﬁ'ect in the books of the proceedings of the company shall be conchz:$ siye amidsncs of. the tech withentlproof of the: number ‘or prepertion of th votes rewarded imiavour: ohwagaanst that resolution: . . ' ., 59. If aMﬁs; 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 rwlmtlgmﬂiethe mastng mat mshsthe poll was dbnmnded 60 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 take pleee, i01: at which therpellblsddmnanded,‘shall be entitled to a secohd or castes @9599 .5111; Aopsll demapdsd on lathe aeleotion‘aot ia- Ghanaian '61- on a qwestién of adjournment shall be taken forthwith other question shall be taken at such time as the Chairman of the n-.;’#--..M-1j.ts‘-‘ .. . 3’50 Crag .. I 4 ' l.?_:.1. . l. 1‘ in, .I ~ ! . , . _., ' . _ 4. ..' 1" ‘1‘ ' 3 ' “If“: ‘ };i:‘. . .L.i3 ' .' J .‘ "v1. . .‘3'. « .. 1 e. ...._.. . H, ._.,n. . _‘ ..l >J’a1‘1 115:1", I A poll demanded dﬂ’ 6553’; l!

[ 18 ]

VOTE OF 'MFMBERS 62. Subject to any rights or restrictions for the·time being attached to

~~y class or classes of shares, on a show of hands every memebr present· in person !?'hall.have one vote.:' On a poll 'every member shall have one vote in respect of each share held'. by.,him.. ; The. Lt. Governor may appoint such person as he thinks' fit to act as his representative at any meeting of the Company. A person appointed to ACtas aforesaid shall be deemed to be a 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 Lt. Governor could exercise as a member of the Company. The Lt. Governor may at any time revoke or cancel the authority of any person as aforesaid and

. make fresh authorisation, an: order of .tlle· Government authenticated as provided "Qy the Oonetitutionofilndia in eespeot of any such authorisation ~r revccation thereof as' .aforessid. 'E?haU.be .sufficient and conclusive evi- deuce thereof". . "

63.. Where there are joint registered holders of. any share,. anyone of such persons may vote at any meet~ng,~ither' personally or by proxy, in .respeot of suoh share a,s if he where solely entitled thereto, 'and if more than one of such joint holders be present-atany meeting; personally or by proxy that one of the said persons sopresent whose name stands first on the register Inrespect of such, share shall.alone-beentitled to vote-in respect thereof, WheI:~ there are several executons- or-administrators of a deceased member in whose sole name any share stands, a~y one of such· executors or adminiatratora may vote in .respect of snch.share unless any other of such executors or administrators ia.preaent at the -meeting ~t -which such vote.is tendered and, objects-to the vote.. ' . .. .., '.

. , 2' .

64. A member 'of unsound mind.cor in respect of whom; -an -order has een made by Court having.jurisdictdon/in lunacy, may vote, whether,· on,·a

, ~show of hands or on a poll, by his Committee or other legal guardian, and ~ny such Committee or guardian may, on a poll, vote by proxy ..

65. No member shall be entitled.to vote at any, general meeting unless' all calls or other sums persently payable by him in respect of shares in the Company hawe been paid.

66. 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 ~ct as its representative at any meeting of the Comp.any:passed in accordace with the provision of the Act. is in force. .,' . "

. , . .

67. Subject as aforesaid, the instrument appointing proxy shall be in writing under hand of the appointee or of his attorney duly anrhorised in writing or, if the appointer is a Corporation eicher under the common seal,

’ eta i . i [ 18 l VOTE OF MFMBERS 62. Subject to any rights or restrictions forthe-time being attached to any class or classes of shares, on a show of hands every memebr present in person shall, have one vote..- On a poll “every member shall have one vote in respect of each share held: by. him. . The . Lt. Governor may appoint such person as he thinks ﬁt to act as his representative at any meeting of the Company. A person appointed to act as aforesaid shall be deemed to be a 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 Lt. Governor could exercise as a member of the Company. The Lt. Governor may at any time revoke or cancel the authority of any person as aforesaid and make fresh, authorisation, an.- order of the Government authenticated as I provided by the Constitutionoﬁ India in respect of any such authorisation or revocation thereof as aforesaid. shall: be sufficient and conclusive evi- " dence thereof. 63., Where there, are joint registeredholders 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 where 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 sopresent whose name stands ﬁrst on the register in, respect of such share shall-alone be entitled to votevin respect thereof. Where there are several executors-or administrators of a deceased member in whose sole name any share stands, any one of such executors or administrators may vote in respect of such share unless any other of such executors or administrators is present at the meeting at which such vote is tendered and objects to the vote. - - - - >- - - J 64. A member 'of unsound mindgor in respect of- whom: an order has Vbeen made by 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. 65. No member shall be entitled to vote at any general meeting unless all calls or other sums persently payable by him in respect of shares in the Company have been paid. , ~ 66. On a poll votes may be given either personally or by proxy previded 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 accordace with the provision of the Act is in force. - . _ . , - l 67. Subject as aforesaid, the instrument appointing proxy shall be in writing under hand of the appointer or of his attorney duly authorised in writing or, if the appointer is a Corporation either under the common seal,

tion en-

e of in

ore by on

of ch

y f y .t.

. ~ .J>

( 19 )

or under the hand of 'an officer or attorney so 8jJthori"ed, and no person shall ~ct as a proxy unless be isa member of the Company.

68. The instrument Bpp'ointing-a proxy and the power' of attorney or other' authority (If any) 'under which It is signed or a notarially certified copy

, of that power or' authority shall be deposited at the registered office' 01 the Oompanv not less than 4~ hours before the time for holding the meeting at which the person named in the instrument proposes to vote, and in default the instrument of proxy 'shall not be treated as valid. \

. . 69. An instrument appointing a proxy may be in the f .llowing form Orin any other form which the Directors shall approve .

THE TRIPURA SMALL INDUSTRIES CORP08ATlON LIMITED

"I of in the--_ _ •..•........ _ _.- _.............................. .•.. .•._ ..__ _ _--_ .._--_ .•......... - ~ district or._ _ ..__ _ beiog a member of Tripura ~mall' Indus-

•tries Corporation Limited, hereby appoint of __ ._ . . .

in the district of or failing him, _._ of ........................._ _ _in the district of _ _._aB my' pr9-'tY 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 iht_ _._ _.__ ·

day of , _ , Signed this _ __ .._.__. ;;=' day of_ _ __ .,__ , . " ,.

BOARD OF DIRECTORS

70. 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 Asscciation shall be the first ' Directors and they will hold office till all other Directors are appointed by the Governor, and thereafter.

<::r'

~-----.. - ~-.J--------- - . - meeting of Board of, Directors attended by him besides actual travelling. expenses incurred by him in attending such meetings.

Led to at in eof more r by on Ject hone r of QE’ 2 5 135.5. (19) or under the hand of an oﬂicer or attorney so apthorised, and no person shall act as a proxy unless he is ,a member of the Company. 68. The instrument appointing‘a proxy and the power of attorney or Other authority (if any) 'under which it is signed or a netarially Certiﬁed copy \ of that power or authority shall be deposited at the registered oﬁce of the Company net less than 48 hours before the time for holding the meeting at ' which the person named in the instrument 'propOsee to vote, and in default the instrument of proxy shall not be treated as valid. ‘ 69. An instrument appointing a proxy may be in the f :llowing form or in any other form. which the Directors shall approve. THE TRIPURA SMALL INDUSTRIES CORPORATION LIMITED u] ’ of l "Win the , district of being a member of Tripurs small Indus- tries Corporation Limited, hereby appoint of in the district of or failing himWW __________ of in the distriCt of . A 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 ~ :N% da of \ ‘ v . _ t Y 3 ; I n ‘ , 6‘ BOARD OF DIRECTORS « 70. 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 Asscciation shall be the first Directors and they will hold office till all other Directors are appointed by the Governor, and thereafter. ' ' M ' —-W»‘~rr- any", ~---~--- _. meeting of Board of .Directorsnttended by him besides actual travelling , expenses incurred by‘ him in attending such meetings; ‘

75. Tba Governor shall from time to time appoint one or more of Directo:s to the office of Managing Directors or Manager or Mana of the Company for such term and at such remuneration (whether way of' salary or commission or participation in profits or other or part! h one way and par.t l y in another) as he may think fit, may from time to time remove or dismiss him or them from office appoint' ano1her or others in his or, others in his or their place places. A llanagig Director or Manager aforesaid shall cease to b Managing Dinctor or Manager if he ceases to be a Director of the Com

(2 )

"'"..

... .... '" r - ~... - -.." .• '.; . Directors who w'iJI..lo~k ,af~ex ~nd, ta,ke acjive Pad in the mana~ement ef

''':i'ff~rso' _ '6mIfJIly shah b'e~tltiiIed to' su~h remun'~~ation as may s ~~_ ' liJI.i'\:r",e'\j>'" "'.bi' . '~~ "'J.j.'~r'..'" 'f"" .' '" •.,~ ,,',,;',;,n~~,1&~..~~:'>; , f, ,: ~,..• , " '~~'':'' Y.J~e-'7':~·-qov~rn.or.,

- . .72:' ·~·rh'e"Dl.rect()~s;'~~-~d~:;~t-~'~ld,~;y:qualif<Yiiig share . . ,,'f

.; - . , -',l:.

1. .' c., I. '.

73. The business of the 0 .mpauy shall De ri:fanaged by' the;' Board ',:'of Directors, who may pa" •.ll expenses incurred in getting up and registering the Company and may exercise all such 'powersof rhe Company as are not, by the Act, or any statutory mvoific~tidIl'·the~eoffor 'the rime: being in :forte or by these Anicales required to be exercised by the Company in 'general meeting subject nevertheless to any regulations. of these Articles, to the provi- sion of the said Act, and to such regulations, betng not inconsistent with the aforesaid regulati, Ins or provisions, as may be prescribed by .ehe Company in general 'meetin.g; but no ,r'egul~tion m'!lrl'c bythe company -ingenelar meeting "shail i~velidate any prior=act-of.tfie Dir<£et:ors'wlii~h would have been velid if that regulatiou had not; been made.

,:74. The Directors may I as and when they think fit, make, any bye-laws not inconsistent with the objectscf the~()mpany as set out in the Memoran- dum of Association nor with these Articales for the conduct and regulation of the business of the company and its Directors and its Officers' and servants and may in Iike manner t vary: and repeal any such bye-laws.

,. ,

·76. The Board rof Directors may from 'time to .time entrust to arid) confer. upon' the .M'snaging -Directoror Managerfon the time being such of the powers exercisable under' t-hese:)Airticales .'byrhe Directors as they 'may think fit and may confer such powersfor such-rime and to 'be exercised for such objects and purpose and upon: 'such terms' and .canduions as they' may think expedient" and may from time to time .evoke, withdraw, ,alter or, vary, all or anyof'.such powers. r , "

77. Tb e Directors shall duly corn ply with the' provisions of the Act, or any statutory modification thereof[fer thetime being in force, 'and. in parti .• cular with the •provision .in regard to the registration: .of the particulars of

1 20 1 i I Directors who will [00k after; and talte active part in the management e l ,1 \ "Hairs oWémﬂh’ny shall be eiiutled to such remuneration és may be “Wk. T" ~ .3 C15 Di ‘ .z _ f}? 493’ that Gmmn ’ l _ The D1rectnrs need nOt held any qualifying share. E J POWERS AND DUTlES QF DIRECTOR—S 1 73. The business of the G mpany shall be managed by the Beard of Directors, who may pay all cxpenscs incurred 1n getting up and registering the Company and may exercise all su’ch’p0wers'nf the Company as are not, by the Act, or any statutory‘mooiﬁCatio‘n‘ ”th’e‘reof’ for the time“ being in J'force or by these Articales required to be eXercised by the Company in- general I 2 meeting subjectinevertbeless to any regulations, of these Articles, to the provi- i ' ‘ sion of the Said Act, and to such regulations, heing not incttnsistent with the aforesaid regulations or provisions, as may be prescribed by the Company 1n 1’ general meeting; but no regulation made by the company in genelar meeting 'shall invelidate any prior act of the Directors which w0uld have been velid if that regulation had not been made. . was witsnvmwvw are .m ,., 1. '74_. The Directors may, as and when they think ﬁt, make any bye-laws not inconsistent with the objects of the Company as set out in the Memoran- dum of Association nor with these Articales for the conduct and regulation i of the business of the companyvand its Directors and its Ofﬁcers and servant‘s “ and may in like manner, vary. and repeal any such bye~laws. , . at; HIM“,- v»~v~¢~.tm..m_ ,.‘ .r . I“ - .. 1. _ «In» E 75. The Governor shall from time to time appoint one or more of Directors to the office of Managing Directors or Manager or Manag- of the Company for such term and at such remuneration (whether way of salary or commission or participation in profits or otherwi or party ii“. one way and partly in another) as he may think fit, may from tgme to time remove or dismiss him or them from office appoint another or others in his or others in his or their place places. A Hanagig Director or Manager aforesaid shall cease to be Managing Dirtctor or Manager if he ceases to be a Director of the Com}; V “new “f” 1 l 76. The Board of Directbrs may from time to time entrust to and' i center upon the M a-naging Director or Manager for the time being such of i i the powers exercisable under these-I? Articalcs by the Directors as they may i think ﬁt and may confer such powers for such’eime and to ‘be exercised for 1 such objects and purpose and upo‘ri‘such terms‘end “-canditiuns as they ‘may ' think expedient, and may from time to time revoke, withdraw,- alter or vary all Or any of such powers. -. ” ~ 1 . - 1. i i It» 77. The Directors shall. duly comply with the provisions of the Act, or i any Statutory modiﬁcation thereofifer theistime being in forceyand-in parti- ' c’ular with the ‘prOvisiOn ,in regard to the regisrration' of the particulars of

;-·f .••' ~ J

agemepr of as may be

Board of registering s are not, g in force in general the provl- with the

impany in If meeting een velid

bye~laJs Y.iemcran- egula ion' : servants

l or more of ager or Manag. tion (whether fits or otherw ly think fit, I from office ~ their place 1 cease to be or of the Com

to and : such of' ,hey may "sed for ey- may or vary.

lAct, or l parti- ilars of

[.21 ]

mortgages andchaages affecting the property 'of the Company or created by ,it,",a:fldto keeping a-register of the ,DirEilbtpl's"tl.ndto sertding'to'the registrer .an annual list of members and.a:summaryof Particulars relating' thereto and .notice .of any consolidation or increase of '~hare' capital orconversion of ,shar,es into stock and copis-of special redolutiori'~ and GOpy 6f 'the register of Directors and notifications of any ·,ch~rige therein and 'other matters required by law., .

, 78. The Directors shall cause minutes. to be made in books provided for the purposes :- . ' " '.' ,.' ,

, (f)

(a) (b)

Of all appointments of officers made by Directors; Of the names of the Directors present at each meeting of the Directors and of any Committee of the Directors;

Of all resolutions and proceedings at all meeting of theCompany, and ofthe Directors," and of ComlllittE1~Sof Dl.x:e9~ors.and every .Directors present a:t'any meeting of Directors , or. C0!Dmittef;) of Directors shall' sign his, name, in·.a· book .to :be kept, for the purpose. . The following powers ,; namely' (i) to make calls on share, (ii) issue of Debentures,. (i~i) borrowing-of money" ·(i:v;) inveetments of funds, and (v) to make loans 'shall be exercised .by the Board of Directors at meetings and the provision of sectio1l292 of tbe Act shall be complied with. The Board of Directors ,sh!111not appointa sale selling agent for any area,except in the manner and to the extent laid downin section 294 of the-4ct.

Subject to the p.ovisions of section 298 of the Act and ex,cepf>::, with the, consent-ofthe 'Board of Directors of the Company" A' i'. . Direotor of the Company or hisrelatives a firm in which such a:" ',' Directo~ or relative is a partner; any other partner in such firm'~' " 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 0.1 services. Nothing in these articals shall be taken to prejudice the operation of any rule or lawrestricting a Director from having any con- nection or interest in any contract or arrangement with the Com~a~y provi~fd there is proper disclosu,re of interest· as required by aectien 299 of the, Act: ' . . Disclosure to ~har~holders' of 'Directors interest in contract appointing Ma,na,ging Director, Manager 'should be complied ,withby·"the-Comp4.'nyas requited by section 302' of the Abt. Except a~'provided in sectio~-314 of the, Aot, no Director, no patner or relative or such a. Director, no firm in which such a

(c)

(e)

(g)

(h)

(i)

agemeint. of _as may be 'Board of registering sarc not, gin force in general the provi- with the 1mpany in 1r meeting een velid bye-lilies VIei'noran- egula‘tion‘ a servant’s .. ~~ at... or more of fits or otherw 1y think fit, c their place to and 1 such of ‘ Ihey may iscd for - ey- may or vary zAct, or ‘ 1 parti- \ ﬂaw of ager or Manage. tion (whether _ 1 from office a, l cease to be' or of the Complj Xi [21] mortgages and charges aﬂ'ecting the property ’of the Company or created by Vina-11d to keeping a register of the Dimmers-and to sending "to‘the registrer V an annual list of members and a summaryof particulars relating thereto and . notice of any consolidation or increase of share capital er conversion of shares into stock and copis of special reSolutions and copy cf the register of Directors and notiﬁcations of any change therein and other matters required by law. ”J 78. The Directors shall cause minutes to be- made 1n books provided for the purposes. —-—— - - - (9») (b) (9) (’d)‘ (e) 1 (f) (g) (11) Of all appointments of ofﬁcers made by Directors; Of the names of the Directors present at each meeting of the Directors and of any Committee of the Directozs; Of all resolutions and proceedings at all meeting 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 he kept for the purpose. \ - - , 1 The following powers , namely (i) to make calls on share,- (ii) issue of Debentures, (iii) borrowing, of money g(i.v:) investments of funds, and (v) to make loans shall be exercised by the Board of Directors at meetings and the provision of section292 of the Act shall becomplied with. The Board of Directors shall not appoint a sole selling agent for any area except in the manner anal to the extent laid down 1n section 294 of the Act. Subject to the p. ovisions of section 298 of the Act and excepﬁr . with the consent of the Board of Directors of the Company, A « ‘ _ . Director of the Company 01 hi relatives 3. ﬁrm in which such a 1 i ’ Director or relative is a partner, any other partner in such ﬁrm i ., or a private company of which the Director is ~ 3. member or Director, shall not enter into any contract with the Company for the sale, purchase or supply of any goods, materials 0.1 services. . Nothing in these articals shall be taken to prejudice the operation of any rule or law restricting a Director from having any con- nection or interest in any contract or arrangement with the Company provid there is proper disclosure of interest as required by section 299 of the Act.- Disclosure to shareholders of Directors interest in centract appointing Managing Director, Manager should be complied .with’by" the Company as required by section 302 of the Act. Except as provided in section'314 oi' the, Aet, no Director, no patner or relative or such a Director, no ﬁrm in which such a V“ Jinnah!

'\ T

, '

Director or felative is a partner, no. private company of which such a' Di.re.ctqr·iS a .Direetor or member .and no Directar, Becretaries & Treasurere.or Manager of such a- private oompany shall hold ~ny office or placer of prefit.excepttthat of Managing Director, Secretaries & Treasurers, Manager, Legal or Technical ,AdviSor, Banker or Trusteefor Debentureholders of the Company.

(j) The Board of, Directors shall not make any lo'ail' to give any Guarantee or provide any security, in connection with a loan

.,made by any other person' to, or to a-ny other person by any Company which is under the same management except in the manner laid down in section 370 of the Act.

• I ..t

'.,

, '

, " :

,;,THE SEAL ',,' .

\~',', .:.' • 19';:'T-he Company &hal1'hatre a e9mmon S~~I~nd i;h~ Directors shall , " piOvitl'e'f6f'thb 'safe custody of it.~he Seal .of the Company shall not be

~ ..." •• j {\' t " ~ e I (". > ., ~ ,

. : .: a:ffi:lted:·toany instrument, except by the authority of a, resolution of -the , ;<,,:, . J3oli;rd:of:Di~~ctbrs,' and in the presence of at least two Directors and of the

• c : .Seoretary or such other person as the Board may 'apoint for the purpose J1';'d the-two Directors and- the Secret-ary or the other authorised person as'

' .. aforesaidshall.slgn every instrument to ,which: the seal of. the Company is .13'0 ;a~~ed:in::theh;' presence.

. ' . "':,' ~.... .•.

DI8QUALIFICATION ..oF DIREOTORS

"'4 ',I.

: L> 80: Thel office-.ofa Direc' 01' shall be vacated if~ , . (a) he fails to obtain.within tib,~ time specified.in the Act, or ~t any

_ 6 ~. • \,. •

.timethe~.e~fte,r. ceasea to ijold~ the-share qualification, necessary for his appointment ; :or" .' r.:·· .. :

. , . ~,~.., (b), ·~e is. found to be of unsound' mind by a. Court of competent

. -jurisd iction; or .r ) ',t ••.. '.'"s

"(c)' he is adjudged insolvent-j or

< (d)" 'he or any 'firm in which/he is a pa~t~er or any private company of which he is, a ~f'pireotor' fails !w :P&y, calls. made on him in

.. .t:~spect ofshares held by. him, .the firm orthe .private company as, :#l.e~ase may b.e,w~thiri six months from the date' of such

"', :'..,. c~lls"b~ing made: .or· ' '.. . '. .

.(e) h~:or any firm in which he is' a partner or any private company , of which heis a Director .witl\out .the sanction of the Company

in general meeting, aO~&ptBJ'~r'hol~B'any: office of. profit under , the Company other th~q. ,tl).atof a Mt\p.aging':Di.r.~Qtoror Manager

or .a" l~ga..i or. technical 'advisor .Qr'j .a banker or Trustee for Debenture-holdera o(£he Company. .' .', '. . I ,

" }; .. ,.. ,

'.,

of WI

D' do

mE' .ing a r ha

~ req

by tim at f

whi

nurr Dire age

Gov Boal hold if at

f. ‘ ,5 " . . , time thereafter ceases to hold the share qualiﬁcation, necessary \.u, ‘7 Director or relative is a, partner, no: private company of which ' such a Director is a ;.Director er -member ;and no Directar, Secretaries 8p Treasurers‘or Manager of . such a, private company . shall hold any oﬁice or place} of proﬁteXceththat of Managing Director, Secretaries & Treasurers; Manager,» Legal or Technical ‘Advi80r, Banker or Trustee ,for Debentureholders of the Company. (j) The Board of ,Directors shall not make any loa‘nto'giVe "any Guarantee or provide any security, . in connection with a. loan ‘ “made by any other person to, or to any other person by any Company which is under the same management except in the manner laid down in section 370 of the Act. A THE SEAL 79 The company shall have a common Seal and the Directors shall . ' pifc‘vide 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 in the presence of at least two Directors and of the :Sécretary or such other person as the Board may apoint for the purpose -_and the two Directors and the Secretary or the other authorised person as aforesaid shall sign every instrument to which the seal of the Company is 1 so aﬂixed in; their presence. ‘ ’ * 1'1"}. _IDISQUALIFICATION ..OF.. DIRECTORS ‘ _':"'80.‘ The ofﬁcehofa Direc‘o: shall be yacatedifé ' 7 "' (a) he fails to obtain within the time speciﬁed. in the Act, or at any for his appointment , or " (Ib) Iheis found to be of unsound mind by a Court of competent jurisdiction, or ‘ - (0) he is adjudged insolvent—1 or -(d) he or any ﬁrm in which he is a partner or any private company of which he 18 a. {Director fails 1119 pay calls made on him in I respect of shares held by him; the ﬁrm or the private company 1 as the case may be within six months from the date of such calls being made: or 1 - - ' (e) he, or any ﬁrm in which he is a partner or. any private company I of which he is a Director without. the sanction of the Company , in general meeting, accepts er holds any office of proﬁt under the Company other than that of a. Mapaging Director or Manager or a legal or. technical advisor or: a banker or Trustee for : Debenture holders of the Company. ‘ , Whi nun Dire a ge Gov Boa] hold if at

..«., .' ~

f which )irectar, ompany anaging schnical mpany.

ive any a loan by any in the

s shall not be of the

• of the

iurpose son as any is

I.t any lessary

petent

1 npany him in

LI ,up~ny rf such

J tupany Inpany Iunder ( bnager

.e for l

( 23.);

(f) he absents himself from three consecutive meetings of the Directors or from all. meetings of the "Directors for a continuous period of 'thr~e months, ~hichever is longer, without leave of absence from the ;BQarc!lgfDirectors ; or

(g) . he accepts a loan or any gurantee or security for a loan from the Company; or

(h) , . c·

he is concerned or p3;r,R~ipajies in the prof ts of any contract with the, Co~pariy; qr

I ..

.(i) he is punished with 'imprisonment 'for a term' exceeding six •• ' _1. "

months; , \ . . -' ~ .).' .'

Provided, however, that no Director shall vacate his office by reason of his being a member. of any Company which has entered into contract with, or done any work for, the Companyof .~hip!l he, is Directerc but a Director shall-not vote in respectof ap.y such q9n~tact or work and if he does .so vote, his vote shall' not be counted. '. .

-, I

.j~, . PROCEEDINGS OF THE BOARD OF DIRECTORS

I \ •.~~.( :'"3

81. The Directors shallat ...least onceizi every three calendar months meet for .the despatch of business;' adjourn and otherwise regulate its meet- ings, as they think fit.~' Question arisingatany m~et'ihg' shall bedecidedby a majority of votes. In case of an equality of votes, the Chairman shall have a second or. casting vote. 'A Direotor may/t\n(t~he Secr~tary·.on the requisition of a Director shall, a;tti.ny' timel":sumrnort :::},'meeting of Directors .

• , • 't, '.I'

. 82. Subject. to, section 289 of the Act, a resolution in writing .signed~ . by' all the. Directors or an the members of a CottirnftteeofiDirectors 'for the: time 'being in India .shallbe aSlv:alid and 'effe:ctuaJ a~ if it has been passed. f ata meeting of the Directors duly called and ·constituted. • .

83. One-third of .the..total .strength 'of' theBoard or two Directors" whichever is higher shall form a quorum' for a-Board meeting. .

84. The continuing Directors may act notwithstanding any vacancy in the Board, but. 'if'and so I4>ng: as' their number is reduced below the number fixed by or pursuant to these Articales as the necesaary quorum of Directors the continuing' D1te-ct6fs '~ay act for the purpose of summoning. a general meeting of the 'Cotnib,ny, but f.or no other pu~pose .

85. The Directors may with the sanction and approval of the Lt.. Governor from time to time appoint Chairman and Vice-Chairman of the Board of Directors and determine theperiod 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 bIi~irman is not present within ten minutes after the

4“ E which )irectar, rampany lanaging éechnical ‘mpany. iVe "any la loan by any in the 8 shall not be of the of the iurpose son as any is it any I essary petent npany him in binpany if such tnpany [npany lunder ( mager we fer ( 23; ) (f) he absents himself from three Consecutive V. 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 frcm the Board 9f Directors , or (g) _he accepts a loan or any gurantee or security for a loan from i the Company , or - (h) he is concerned or participates in the proﬁts of any contract with the company; qr , (i) he is punished with 1mpr1sonment for a term exceeding six months , Provided, however, that no Director shall vacate his ofﬁce by reason of his being a member of any Company which has entered into contract with, or done any work for, the Company of which he is Director, ‘ but a Director shall not vete' in respect of any such contract or work and if he does so vote, his vote shall "not be counted. ’ PROCEEDINGS OF THE BOARD OE DIRECTORS. 81. The Directors shall at least once izi every three calendar months meet fer the despatch of business adiourn and otherwise regulate its. meet~ ings, as they think ﬁt. Question arising at any meeting shall be decided by a. majority of votes. In case of an equality of votes,_ the Chaiunan 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 Directors. , 82. Subject to section 289. cf 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 asyalid and 'eﬁ'ectual as if it has been passed at a meeting of the Directors duly called and constituted. 83. One-third of the total . strength of the‘Board or two Directors” Whicheveris higher shall form a quorum for a Board meeting. \ 84. The continuing Directors may act notwithstanding any vacancy in the Board, but. if and so Eng: as their number is reduced below the number ﬁxed by or pursuant to these Articales as the necessary quorum of Directors the continuing Directors may act for the purpose of summoning a general meeting of the C‘ompany, but for no other purpose 85. The Directors may with the sanction and approval of the Lt- 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 II O”

\..

( 24 )

time appointed for holding the -same,. the Vice-Ch~irman shall preside at any such meeting and if and whilst no Vice-Chairman is also appointed, or if at any meeting the Vice-Chairman be also not present within ten minutes after the time appointed for holding the same, the Directors present may choose .•one of their number to be the Chairman of the meeting.

86, The Directors may, subject to the provision of section 292 of the Act, delegate any of their powers to committees consisting of .such member :or' members of their body as they think fit ; any Committee so formed shall, in the exercise of the power so delegated, conform to any. regulations that may be imposed on them by the Directors. The proceedings of such a committee shall be placed before the Board of Directorsvat its next meeting.

87." ,A Committee may electa Chairman of its meeting; if on 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 number to be Chairman of the meeting.

88.' A';"CQmmittee ma.y meet and adjourn as it may think proper. Questions arising at any meeting shall be determined by a majority of votes of thememebrs present and in case of an equality of vote, the Chair- man shall have' a second or casting vote.

89. .Alla,ritsdone by any meeting of the Directors or of a Committee' of Directors, .01' by any person aoting as Bi Directors, shall notwithstanding that It maybe afterwards discovered that there was some defect in the appointment of anyone or more-of such Directors or of any person acting a~:afores'~'id,'or that they or any of them were disqualified, be as valid as if every such Dire~tor or such person had been duly appointed. and was

,~ualified to be a Director . ••

90.. Subject to the provisions' of the Act, the devision of the Board of Directors in the following matters shall always be subject to' the consent and approval of the Lt.' Governor :-

(a) increasing or reducing the issued capital of the Company;

(b) granting by the Company of a loan or the giving of a gurantee or any other financial assistance to anyone particular concern of an amount Rs. 2'5 lakhs.

(d) Sale, lease, or disposal otherwise of the whole Or substantially the whole of the undertaking of the Company.

~, , (a) .Formation of a subsidiary Company.

(24) time appointed for holding the same, the Vice-Chairman shall preside at any such meeting and if and whilst no Vice-Chairman is also appointed, or if at any meeting the Vice-Chairman be also not present within ten minutes after the time appointed for holding the same, the Directors present may choose ,one of their number to be the Chairman of the meeting. 86, The Directors may, subject to the provision of section 292 of the Act, delegate any of their powers to committees consisting ofsuch member or. members of their body as they think ﬁt; any Committee so formed shall, in the exercise of the power so delegated, conform to any. regulations that may be imposed on them by the Directors. The proceedings of such a committee shall be placed before the Board of Directors ‘at its next meeting. 87. -- A Committee may elect'a Chairman of its meeting; if on 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 number to be Chairman of the meeting. 88. = A“ ‘Committee may meet and adjourn as it may think proper. Questions arising at any meeting shall be determined by a majority of votes of the memebrs present and in case of an equality of vote, the Chair- man shall have‘ a second or casting vote. 89. All acts done by any meeting of the Directors or of a Committee ‘ of Directors, or by any person acting as a Directors, shall notwithstanding that "it maybe afterwards discovered that there was some defect in the . appointment of any one or more of such Directors or of any person acting as, aforesaid, or that they or any of them were disqualiﬁed, be as valid as if Q every such Director or such person had been duly appointed and was Qualiﬁed to be a Director. 4 90, Subject to the provisions of-the Act, the devision of the Board of 'Directors in the following matters shall always be subject to the consent ' ‘ and approval of the Lt.’ Governor :— (a) increasing or reducing the issued capital of the Company ; .. (b) granting by the Company of a loan or the giving of a gurante'e or any other ﬁnancial assistance to any one particular concern of an amount Rs. 2'5 lakhs. (c) winding up of the Company (d) Sale, lease, or disposal otherwise of the whole 0r substantially the whole of the undertaking of the Company. (e) , Formation of a‘ subsidiary Company. - , w. «(.v— m 1—17 » "A a . ... VP...“ Maw wear-4mm“ :4 r!‘

ireside at inted, or minutes

lent may

2 of the member formed

.ulations of such ts next

In such ; within .embers ing.

proper. ~ity of Chair-

mittee inding in the acting l as if :l was

rd of nsent

intee icern

ially

[ 25 ]

(f) Division of capital into.different classes of shares.

(g) . any programme of capital .expenditure for an amount which; exceeds Rs. 5lakhs;

(h) creation of and appointments to all posts carrying an initial 01 ultimate salary of arid abo-veRs. 2250/- per mensem.

any other matter which in the oppinion of the Chairman be of such importance as to .be reserved for the consent and approval of the Lt. Governor:

(i)

and no action shall be taken. bythe Directors in respect of above or \

any proposal-or decision of the Directons reserved for the consent. and approval of the Lt. Governor as aforesaid until such approval has been obtained. .

91. Notwithstanding anything contained in any of these Articles the Lt. 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 inatrnctions.

DIVIDENlDS: .AND •.REfSERVE.

92. Subject to the approval of the Lt. Governor the Company in general meeting may declare dividends; but no' dividend shall exceed the amount recommended ~y.the Directors. . .' .

93. The Directors may, from time to time pay to the members such interim dividends as appear to 'the Directors to be' justified by the profits of the Company.

94. No dividents shall be paid otherwise than out of profits of the year or any undistributed profits.

95. 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 arid so long as nothing is paid upon any of the shares in the Company, divinends 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.

96. Subject to the approval of the Lt. Governor the Directors may, before recommending any dividend, set aside out of the profit of the Company such sums as they think proper as a reserve or reserves which shall, at the disoretion of the Directors, be applicable for meeting

• f

V 1*» )reside at inted, or minutes Lent may 2 of the member formed :ulations of such ts next In such ; Within .embers ing. proper. ritya of Chair- mittee 1nding in the acting '. as if i was rd of -nsent {antes icern ially [25 l (f ) Division of capital into, diﬂerent classes of shares. (g) any programme 0f capital expenditure for an amount which '9 exceeds Rs. 5 lakhs. V (b) creation of and appointments to all posts carrying an initial 01" ultimate salary of and above Rs. 2250/- per mensem. (i) any other matter which' in the oppinion of the Chairman be of ‘ such importance as to be reserved for the consent and approval of the Lt. Governor. and no action shall be takenbythe Directors in respect of above or any proposal or decision of the Directors reserved for the consent and approval of the Lt. Govern0r as aforesaid until such approval has been obtained. 91. Notwithstanding anything contained in any of these Articles the Lt. 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. . DIVIDENDS: LAND» RESERVE. 92. Subject to the approval of the Lt. Governor the Company in general meeting may declare dividends,” but no dividend shall exceed the‘ amount recommended bythe Directors. 93. The Directors may from time to time pay to the members such interim dividends as appear to the Directors to be justiﬁed by the proﬁts i of the Company. . . 94. No dividents shall be paid otherwise than out of proﬁts of the year or any undistributed proﬁts. 95. 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, divinends may be declared and paid according to the amount of the shares. N 0 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. . 96. Subject to the approval of the Lt. Governor the Directors may, before recommending any dividend, set aside out of the proﬁt of the Company such sums as they think proper as a reserve or reserves which shall at the discretiOn of. the. Directors, be applicable for meeting

( 25 )

contingencies, or for equalifying dividends, or for any other purpose to which the profits of the Company may be. properly. applied, and pending such application may, at the like discretion, either be employed in the business of the Company or be invested in such investments (other than shares of the Company) as the Directors may from time to time think fit.

97. If several persons are registered as joint holders of any share, any o~e of them may give' effectual receipts. for any dividends' payable on the 'share.

. '\. r.

98. Notice of any dividend lJh~t may hewe been declared shall be given in the- manner hereinafter mentioned for' tB:egiViingof netices to the p~oJJ.a. entitled to share therein:

)' . 99. No dividend shall bear interes-t against the Company.

ACCOUNTS'

100. The' Directors' shall' cause to be- 'kept' proper books' of accounts- with respect to :-

(a) all sums of money received and expended by the Company and the matters.' in ~pect of. '~-!llch the' receipts and expenditure take place.,

(b), all sales and pur.chases·of goods.bythe Company ;

'.. 101. The books of account shall be kept ,at the registered office of the

Company or at such other place as .the Directors shan think fit and shall be open to inspection by the Directors during business hours.

102. The Directors shall from time to time determine whether and to what extent and at what time? and places and under what conditions or regulations the accounts and books-of the Company or any of them shall be open to theinspection of members not being Direotors, and no member (not being a Director) shall have any right of inspecting any account or book or document of the company except as. conferred \by. law or authorised by the Directors or by the Company in general meeting.

103. The' Directors shall as requred by.the Act, cause t~ be prepared and to be laid before the Company in general meeting suoh profit and loss' accounts, income and expenditure accounts, balance-sheets, and reports as are referred to in the Act.

104. The profit and loss account shall' in addition. to the matters referred to in the Act, show arrangedunedr the most convenient heads, the

} /

a.n bel ex of in tb ne th re in

a 3.

(25) contingencies, or for equalifying dividends, or for any other purpose to which the profits of the Company may be. properly. applied, and pending such application may, at the like discretion, either be employed in the business of the Company or be invested in such investments ( other than shares of the Company ) as the Directors may from time to time think fit. 97. If several persons are registered as joint holders of any share, any one of them may give effectual receipts. for any dividends payable on the share. ‘ 98,. Notice of any dividend that may have been declared shall be given in the manner hereinatter mentioned for the giving of. notices to the persons. entitled to share therein.‘ . 99. No dividend shall bear interest againstythe Company. ACCOUNTS" 100’. The Directors'shall?’ cause to be' kept proper books of accounts with respect to :-—- \ (a) all sums of money received and expended by the Company and the matters-in heapectvof' .which the 'réceipts and expenditure take place; (b), all sales and purchases-of goodsby‘the Company ; (c) the assets and liabilities of the Company ; V 101, The books of account shall be kept ,at the registered oﬁice of the .'Company or at such other place as the Directors shall think fit and shall be open to inspection by the Directors during business hours. 102. The Directors shall from time to time determine whether and to what extent and atwhat times and places and under what conditions or regulations the accounts and books'of. the Company or any of them shall be open to the inspection of members not being Directors, and no member (not being a Director) shall have any right of inspecting any account or book or document of the company except astconferred‘by law or authorised by the Directors or by the Company in general meeting. 103. The Directors shall as requred 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. 104. The proﬁt and loss account shall in addition. to the matters referred to in the Act, show arrangedunedr the moSt convenient heads, the I / , an ex of in1 th ne th re in t} si 3?

oose to pending in the

.r than

.nk fit.

re, any able on

iall be to the

counts'

.y and iditure

if the iall be

nd to ms or ,all be :r (not ok or Iy the

pared 1 loss '. 'ts as

3-tters s, the

, \

" ( 127 ]

amount of gross income, disbinguish. the severalsources 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 chargeable __against the year's income shall be brougt into account, so that a just balance of profit and 108s' may be laid before the meeting and in case where 'any item of expenditure which may in fair- ness be distributed over several years has been incur-ed 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 • f income of the year.

105. A balance sheet shall be' made out in every year, and laid before .fhe Company in annual general 'meeting made up to a dat~ not more than six: months before such meeting. The balance-sheet shall be accompained by a report of the Directors as to thestate of the Company's affairs, and the amount which they recommend to be paid by way of dividend and the amount (if any) which they propose to carry to reserve fund.

, AUDIT

106. Auditors shall be appointed, re-appointed and their duties regu- lated in accordance with thy provisions of Section 619 of the Act or any

-statutory modifications thereof for the. time being in force.

The Comptroller and Au~itor General of India shall have powers- to direct the manner in which the Company's accounts shall be audited by the auditor appointed in 'pursuance of sub-sec- tion (2) of Section 61-9 of the Companies Act, and to give such auditor instructions in regard to' any matter relating to, the performance of his functions as such:

to conduct a supplenientary or test audit of the Company's accounts by such person or persons as he may' authorise in this behalf ; and for the purposes of such audit, to require' information ot additional information to be furnished to any person or pe~sons so authorised, ,on such matters, by such porson or persons, and in such form as the Comptroller and Auditor General may, by general or special/direct/orders.

(2) The Auditor aforesaid shall submit a copy of his audit report to the Comptroller and Auditor General of India who shall have the right to comment upon or supplement, the audit report in such manner as he may think fit.

.107. (1)

(a)

(b)

(3) Any such comments upon orsupplement to, the audit report shall-he placed before the annual general meeting of the Com- paD:Yat the same tim~ a~d the seme manner as the audit report.

gose to pending in the :r than mk fit, re, any able on 13.11 be to the ‘4 counts‘ - x ‘ V y and 1diture 1f the 1a11 be nd to DDS or all be r (not ok or y the pared 1 loss' 'ts as atters s,‘ the ' ‘ [‘27] amount of gross income, distinguishthe severalesources 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 chargeable \against the year’s income shall be brougt into account, so that a just balanceof proﬁt and loss may be laid before the meeting and' in case Where any item of expenditure which may in fair—— ness be distributed over several years has been incurred in any one year, the whole amount of such item shall be stated, with the addition of the reasons why only a portion of such expenditure is charged against the income of the year. , 105. A balance sheet shallbemade out in every year, and laid before . . the Company in annual general meeting made up to a date not more than six months before such meeting. The balance-sheo t shall be accompained by a report of the Directors as to the state of the Company’ s affairs, and the amount which they recommend to be paid by way of dividend and the amount (if any) which they propose to carry’to reserve fund. ' AUDIT 106. Auditors shall be appointed, reappointed and their duties regu- lated' 1n accordance with the provisions of Section 619 of the Act or any statutory modiﬁcations thereof for thetime being 1n force. .107. (l) The Comptroller and Auditor General of India shall have powers— _ I (a) to direct the manner in which the Company’s accounts shall be audited by the auditor appointed in pursuance of sub—sec- tion (2) of Section 6119 cf 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 this behalf ; and for the purpbses of such audit, to require information or additional information to be furnished to any person or persons so authorised, on such matters by such person or persons, and 1n such form as the Comptroller and Auditor General may, by general or special/direct/orders. (’2) The Auditor aforesaid shall submit a copy of his audit report to the Comptroller and Auditor General of India Who shall have the right to comment upon or supplement, the audit report in such manner as he may think ﬁt. (3) Any such comments upon orsupplement to, the audit report shall be placed before the annual general meeting of the Com- pany at the same time and the same manner as the audit report. - ’

108. 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 regisiered address in India) to the address. if any, within India supp.lied by him to the Company for giving of notices to him,

(ii) Where a noti.co is sent by post, service of the notice shall be deemed to be effected by properly addressing, prepaying and P')d :-in..; a Jetter contain- ing the notice and, unless the contrary is proved, to have bC0 effected at the time at which the letter would be delivered in the ordinary course of post.

109. If a member has no registered address in India, and has not supplied to the Company any address within India for the given of notices to him a notice addressed to him and ,advertised in a newRpaper 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 .• . llO. A notice mC1Ybe given by the Company to the joint holders of a share 'by giving the notice to the joint holder named first in the register in

, respect of.the share. 111. 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 lett~r add;~'ssed to t~em by name, or by the title or representatdvea-of the decased; or assigpee of the insolvent or by any like description, at the address (if any) in India supplied for the parpose 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 occurred.

112. Notice of every general meeting shall be given in the same manner hereinbefore authorised to (a) every member of the Company ~xcept those members who having no registered address within India have not supplied to the Company and address within India for giving of noitces to them and also to (b) every person entitled toa share in consequence of the death or insolvency of, a member who but for his death' or insolvency would be antitled to receive notice of the meeting.

INDEMNITY

( 28 )

NOTICES.

113. Subject to the pr-rvisions of the Act, every Director, Manager and other officer or serva:nt of the Company shall be indemnified by the Com- pany agaist him and it' shall be the duty of the Directo: s out of the funds of the Company to p:1y all costs, losses, damages and expense;, which any such officer or servant may incur 01 become liable to by reason of any contract entered into or act or thing done by him as such Director, Manager or other

, , officer or servant or in any way in the .discharge 'of his duties including travelling expenses, and in particular so as not to limit the generality of the foregoing provisions against all liabilities incurred by him as sach, Director, Manager', or other officer, or-servant in defending any proceedings whether civil or criminal in which judgment is given in his favour orvin which he is acqui.tted or in connection with any application under the Act in which relief is granted by the Court.

1 1

( S) K

De Inc f0 the Trl

2. Sfa

Dil tri I'\g'

,- ( 28 ) NOTICES. 108. 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 regisiered 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, pre paying and p )s in 1 slot ter contain- ing the notice and, unless the contrary is proved, to haw bee effected at the time at which the letter would be delivered in the ordinasy course of post. 109. If a member has no registered address in India, and has not supplied to the Company any addiess within India for the given 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. . i 110. A notice may be given by the Company to the joint holders of a. share ’by giving the notice to the joint holder named ﬁrst in the register in ' respect of ,the share. 111. 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 representatlves 10f the decased; or assigpee of the insolvent or by any like description, at the address (if any) in India supplied for the parpose 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 occurred. 112. Notice of every general meeting shall be given in the same manner hereinbefore authorised to (a) every member of the Company except those members who having no registered address within India have not supplied to the Company and address within India for giving of noitces to them and also to (b) every person entitled to "a share in consequence of the death or insolvency of a member who but for his death or insolvency Would be antitled to receive notice of the meeting. INDEMNITY 113., Subject to the provisions of the Act, every Director, Manager and other oﬂicer or servant of the Company shall be indemniﬁed by the Com— pany agaist him audit shall be the duty of the Directo: s 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 reason of any contract entered into or act or thing done by him as such Director, Manager or other ofﬁcer or servant or in any 'way in the discharge 'of his duties including travelling expenses, and in particular so as not to limit the generality of the foregoing provisions against all liabilities incurred by him as such Director, ‘Manager, or other ofﬁcer, orrservant in defending any proceedings whether civil or criminal in which judgment is giveninhis favour or in which he is ‘ acquitted or in connection with any application under the Act in which relief is granted by the Court.

ther .s no d by

smed tain- t the post. , not )tices ating emed

of a er in

led to in~ it ly the 'Y" lY rse by een so t, have

ianner t, those ipplied lID and ath or ruld be

zer and j

l COID-

rinds of 1;" such .ontract :)~other lCluding y of the )irector, whether ~h he is ich relief

-•. ( 29 )

115. 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 fur conformity or for any loss or expense happening to the Com- pany through the insuff: ciency or deficiency ~rtitle to any property acquired by order of the Directors for or on behalf 6f the Company or for the insuffi- ciency 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 effect shall be deposited or f~r any loss occasioned by any error Q.fjudgement, or oversight on bis part Or for any other loss, 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, default, breach of duty or breach of trust.

We, t he several persons whose nap1eS and addresses are su bscribed, are desirous of being formed into a company in pursuance of this' Articles of Association and we respectively agree to take the number of shares in the

capital of the company set pposi e to our respective names.

'Names, address and No. of shares Signatures of Witness descriptions of taken by each Signature "of and their addresses,

Subscribers, subscriber subscribers description and occupation

I1. Lt. Governor, Tripura

.Signed by

(R. K. Oev Varma) S/o. Braiendra Kishore Deb Varma.

Secretary, G,>vernment of

Tripura, Departmellt , of Industries, Ag-rrtala. for and on behalf of the Lt. Governor Trrpura.

2. C. R. Bhattacherjee

S/o. Nishikanta Bhaeracherjee

Director of Indus tries, Tripura, Agartala.

99~O (Nine thous-

and nine hundred &

uinety) equity shares

Sd/- s. C. Bhattacherjee b/o. Late Debendra Nath Bhattacherjee

1 (One)

equity shares Sd/- P. C. Banerjee st« Late Prafulla Ch. Banerjee.

! •

Dated. Shillong the 29th day of March Ninteen hundred Sixty five.

ther as no de. amed tain- t. the post. . not )tices ating emed " of a. er in tanner b those ipplied 2m and ath or )uld be got and 3 Com— unds of 13’ such :ontract or other icluding y of the )irector, whether 3h he is ich relief ('29) 115. 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 conformiry or for any loss or expense happening to the Com- pany through the insufficiency or deficiency of title to any property acquired by order of the Directors for or on behalf of the Company or for the insuﬁ'i- ciency or deficiency of any security in or upon which any of the moneys of the Company shall be invested or far any loss or damage arising from the bankruptcy, insolvency, or tortuous act of any person with whom any moneys, securities or effect shall be deposited or for any loss occasioned by any error of judgement, or oversight on his part Or for any other less, 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, default, breach of duty or breach of trust. ' We, the several persons whoac names and addresses are subscribed are desirous Of being formed into a company in pursuance of this AftiClcs’ of Ass0ciation and we respecdvely agree to take the number of shares in the capital of the company set pposi e to our respective names. Names, address and descriptions of No. of shares taken by each ' Signature'of Signatures of W itness and their addresses, i (R. K. Dev Varma) S/o. Braiendra Secretary, Government of Tripura, I Department \ of Industries, Agartala, for and on behalf of the Lt. Governor 'l'ripura. 2. C. R. Bhattacherjee Slo. Nishikanta Bhattac‘nerjee , Direcror of Indus tries, Tripura, Agartala. Kishorc Deb Varma. equity shares 1 (One) muity shares Subscribers, subscriber subscribers description and occupation l. Lt. Governor, 9990 Tripura (Nine thous- Signed by and nine hundred 8t. ninety) i Sdl- S. C. Bhattacherjee b/o. Late Debendra Nath Bhattacherjee Sdl- P. C. Banerjee S/o. Late Prafulla Ch. ﬁaneriee. Dated. Shillong the 29th day of March Ninteen hundred Sigty ﬁve.

Tripura act 10 of 1965 : The MEMO OF ASSO AND ARTI OF ASSO OFTSICL

SECTIONS