Tripura act 9 of 1980 : The MEMO AND ART. OF ASSO. OF TTDCL 1980

Date: 7 Nov 1980

Department

Department of Directorate of Industries & Commerce

PDF

.:.

CERTIFICATE OF INCORPORATION No. 1831 of 1980-81

I herebu certif4 that· TRIPURA TEA

DEVELOPMENTCORPORAliON LIMITEDis :this da4 incorporated under the Companies Act, 1956( No. I of 1956) and thot the Compan4 i$ limited. "

Given under M4 hand at SHILLONQ~his 11th Da4 of AUQUST One Thousand Nine.

Hundred and Eight4.

20th Da4 of Sravana-Saka 1902.

Sd/- s. K, BHATTACHARJEE Registrar of Companies,

Assam, Meghalaya, Tripura, Mizoram,

Nagaland, Manipur & Arunachal Pradesh.

SHILLONG.

; I

I 1 I

CERTIFICATE OF INCORPORATION No. 1831 of 1980-81 I herebq certIfq that TR‘IPURA TEA DEVELOPMENT CORPORATION LIMITED is:thi5 daq incorporated under the COMpqnies Act, 1956 ( No. I of 1956) and that the Companq is limited. Given under mu hand. at SHILLONG this 11th Dau of AUGUST One Thousand Nine Hundred and Eightq. 20th Daq of Sravana-Sak‘a 1902. Sdl- S. K. BHATTACHARJEE Registrar of Compénies, Assam, Meghalaya, Tripura, Mizoram, _ Nagaland, Manipur Er AtunachaI Pradesh. SHILLONG. '

'1. MEMORANDUM

t - ~:. "

-t'.;>,J OF-'oJ

-i. -.1

!"• 'f

1 ASSOCIATION- f

. 1. '2.

3. 4. 5, 6.

INDEX

SL. No. Subject

Name of the Company.

Regd~offlce 0'1 the Company. Objects of the Company.

Liability of the Members. • , .

Authorised Capital.. , Name of Subscribers.

Page

1 1 1

11 11 12 • I

I I

MEMORANDUM t . ‘ . .‘ v¢2qu¢m ‘ «'3 OF - r A ,; 1 u . ». “J'ﬁ -»- ‘iM‘vVW-“iuMV-ﬁ‘ﬂijwﬁb é ‘ ' INDEX SL- N0. ' Subject Name of the Company. Regd, office of the Company. Objects of the Company. Liability of the Members. ' Authorised pabital. Name of Subscribers. 9.5”??5"? ASSOCIATION- Page 11 11 § 12

MEMORANDUM OF ASSOCIATION 'OF

TRIPURA TEA DEVELOPMENT CORPORATION LIMITED

( COMPANY LI~ITED BY SHARES) Registered under the Companies Act, 1956 ( I of 1956 )

REGD. OFFICE: AGARTALA, TRIPURA.

I. The name of the Company is TRIPURA - TEA DEVELOPMENT CORPORATION LIMITED.

II. The Registered Office of the Company will be situated in the State of Tripura.

ill. The objects for which the Company is established are:

(A) MAIN OBJECTS

1. The purchase and take over Tea Estates in Tripura that are offered for sale from time to time. and which this Company considers suitable and to

, develop the same to carryon the business in plan- tation, manufacture and sell of tea in such manner- and on such scale as may be considered disirable

from time totirne .

-. 2. To promote, take on lease and manage Tea Estates in Tripura after being fully satisfied about their economic-viability, on a voluntary basis through negotiations with a view to fulfilling one or more of the followi ng objectives :--

a) .To safeguard the future of the Tea Industry.

b) To protect the interests of workers and increase employment ootentiattttes., particularly for surplus tea garden labourers.

MEMORANDUM OF ASSOCIATION . . .OF . TRIPURA TEA DEVELOPMENT CORPORATION LIMITED ( COMPANY LIMITED BY SHARES) Registered under the Companies Act, 1956 ( l of 1956 ) REGD. OFFICE : AGARTALA. TRIPURA. I. The name of the Company is TRIPURA'TEA DEVELOPMENT CORPORATION LIMITED. II. The Registered Office of the Company will be situated in the State of Tripura. III. The objects for which the Company is established are : " (A) MAIN OBJECTS 1. The purchase and take over Tea Estates in Tripura that are offered for sale- from time to time. and which this Company considers suitable and to ' develop the same to carry on the business in plan- tation, manufacture and sell of tea in such manner and On such scale as may be considered. disirable from time to'time. -- 2. To promote, take on lease and manage Tea Estates in Tripura after being fully satisfied about their_ economic-viability, on a voluntary basis through negotiations with a view to fulfilling one or more of the following objectives :—- a) 'To safeguard the future of the Tea Industry. b) To pretect the interests of workers and increase employment potentialities. particularly for surplus tea garden labourers.

c) To avoid possible speculative trends in acqui- sition and management of Tea Estates.

d) To avoid concentration of - ownership cf Tea Estates in a few hands.

3. T'Oplant, grow, cultivate, produce and raise planta- tions of/Tea and all kinds/end/varieties of .torest plants, trees, crops, and- natural products of any kind andother agricultural or horticultural crops, medicinal or aromatic plants on Government or other lands and to buy, sell, resell, export, import, manufacture, pro- cess, distribute or otherwise deal in either as raw material or as finished products all or any kinds of such Tea and other such forest plants, forest produce, trees,· crops, natural products and agricultural or silvicultural cash crops.

4. To acquire by payment in cash or by any other arrangement, any proper ty either. for enabling this. Company to g row, produce, process, manufacturer, bu" sell and resell any of the Tea crops, fruits, plants, trees, timber, minerals' and other commodities or for any other purpose,

5. To rehabilitate, revive, modernise. manager run, advise and assist in any other way closed and/or uneconomic tea gardens.

(B) OBJECTS ANCILLARY AND INCIDENTAL TO THE

MAIN OBJECTS ,:-

1. To provide managerial and/or adviserv service, and technical 'know-how' for management of tea gardens particularly closed, sick and uneconomic gardens.

2. To buy, deal in, purchase, sell, export tea and stores, machineries, implements, spares, and other commo- dities (for purposes connected with the business of the Company) and to unde rtake such activities either as principal or as agent.

3' To adopt such means of making known the products

( 2 )

( 2 ) c) To avoid possible speculative trends in acqui- sition and management of Tea Estates. d) To avoid concentration of‘ownership of Tea Estates in a few hands. To plant, grew, cultivate, produce and raise planta- tions Of/Tjea and all kinds/and/varieties of forest plants, trees. crops, and natural products of any kind and'other agricultural or horticultural crops, medicinal t or aromatic plants on Government or other lands and . to buy, sell, resell, export, import, manufacture, pro- cess, distribute or otherwise deal in either as raw material or as. finished products all or any kinds of such Tea and other such forest plants, forest produce, trees, crops, natural products and agricultural or silvicultural‘ cash crops. 4. To acquire by payment in cash or by any other arrangement, any property either for enabling this. ; Company to grow, produce, process, manufacturer, ‘ buy, sell and resell any of the Tea crops, fruits, plants, trees, timber, minerals‘ and other commodities "or for any other purpose. 4’ 5. To rehabilitate, revive, modernise. manage, run, 5 ‘ advise and assrst in any other way closed and/or uneconomic tea gardens. (B) OBJECTS ANCILLARY AND INCIDENTAL TO THE MAIN OBJECTS ,:~ 1: To provide managerial and/or advisery serviCe, and technical 'know-how' for management of tea gardens particularly closed. sick and uneconomic gardens. 2. 'To buy, deal in, purchase, sell, export tea and stores, machineries, implements, spares, and other commo- dities (for purposes connected with the business of the Company) and to undertake such activities either as principal or as agent. 3' To adopt such means of making known the products

( 3 ) of the Company as may seem expedient and in particular by advertisement in the press, by circulars, by purehase .and exhibition of works of art, by pub- lications of books and periodicals, by granting of prizes, rewards and donations, etc.

4. To enter into partnership or into any pgreement for sharing of profits, and losses, or joint ventures, reci- procal concessionss, or otherwise, with any person, firm or .Cornpanv carrying on or engaged in or about to carryon or e~aged in any business transaction capable of being conducted so as to directly or indi- rectly benefit this Company 'or its -odjects, "

5. To purchase, take on lease or in exchange or other wise acquire any movable or immovable properties or any rights and concessions which the 'Company may consider necessaryor desirable to acquire for the pur- pose of its business or by way of investment with a view to resellinq and disposing' or transferring or leasing out.

6. To promote any Company for the purpose of acquiring all or any of the property rights or] liabilities' of the Company or for carrying any business which the Company is authorised to carryon or for any purpose which may seem directly or indirectly calculated to benefit the Company or to promote or advance the interests of this Company.

7. To enter into any' agreement or arrangement with any ',,- Goverment, State or any othsr authority, Municipal,

local' or otherwise, which may seem advantageous to this Company and obtain from such Government. State or other authority, any rights, privilages or concessions and to carry.out, exerci se and comply with such aqreernent or arrangement.

8. To subscribe, acquire or otherwise hold shares, deben- tures, or other interest in any Company, directly or

} "

( 3 ) of the Company as may seem expedient and in particular by advertisement in the press, by circulars. by purchase and exhibition of works of art, by pub- lications of books and periodicals, by granting of prizes, rewards and donations, etc. To enter into partnership or into any agreement for sharing of profits, and losses, Or joint ventures, reci- procal concessionss, or otherwise, with any person. firm orrCompany carrying on or engaged in or about to carry. on or engaged in any business transaction capable of being conducted so as to directly or indi- rectly benefit this Company 'or its odiects. ' -,,-.w.m-‘m~‘. ‘ -' as To purchase, take on lease or in exchange or other wise acquire any movable or immovable properties or' any rights and concessions which the ~Company may consider necessary or desirable to acquire for the pur- pose of its business or by way of investment with a view to reselling and disposing or transferring or ~ leasing out. I To promote any Company for the purpose of acquiring all or any of the property rights or; liabilities of the Company or for carrying any business ‘which the Company is authorised to carry on or for any purpose which may seem 'directly or indirectly calculated to benefit the Company or to promote or advance the interests of this Company. To enter into any‘ agreement or arrangement with any Goverment, State or any other authority, Municipal, loCal' or otherwise, which may seem advantageous to this Company and obtain from such Government. State or other authority, any rights, privilages or concessions and to carry out, exercise and comply with such agreement or arrangement. To subscribe, acquire or otherWise hold shares, deben- tures, or other interest in any Company, directly or

( 4 )

indirectly of advantage, to this Company.

9. Subject to the provisions of the Act, to invest any of the funds and money of the Company in shares or securities' of a public-or a private Company or in- fixed deposits ~r by, way of loans on interest to any public Company or bank and from time to time to sell or very any or all such investments and to execute all receipts and documents that may be necessary in that behalf" --provided that the Company shall not carryon the banking business as defined by the Banking Cornpanis Act, 1949.

, ,

10. Subject to the, provisions of: the Act, to borrow or to raise money or to receive moneys on deposits at interest and to secure that payment of the money in 'such manner as the Company may think 'fi~ and in particular,bVtne 'issue of Debentures or Cash Certificates, perpetual or otherwise charge upon all

,or any of the Company's properties, both presentand future and to purchasevreduce or pay ~ff any such securities without, doing the business of banking as defined by the Banking Companies Act, 1949.

11. To subscribe, to charitable, benevolent or useful objects 'of~ a 'publiccharact~r aspe~missi!:)le under

the law.

12. To train or pay for the training in India or abroad of any of the Company's employees or any candidate

, .' in the interest of or for furtherance of this Company's objects.

13. To conduct any experirnen ts in connection with any business of this Company and take out or other- wise acquire by original application or otherwise, any trade marks, letters patent or patent right or the like and to usa exercise, - develop, grant licences in res- pect of sale, dispose of or otherwise turn to account any trade mark, patents, patent or other rights, licen- ces or other interests for the time being held or

( 4 ) ' indirectly of advantage to this Company. 9. Subject to the provisions of the Act, to invest any - of the funds and money of the Company in shares or securities of a public/or a private Company or in- fixed deposits. or byway of loans on interest to any public Company or bank and from time to time to sell or very any or all such investments and to execute all receipts and documents that may be necessary in that behalf, "provided that the Company shall not carry on the banking business as defined by the Banking Companis Act, 1949. 10. Subject to the 3 provisions of; the Act, to borrow or to-raise money or to receive moneys on deposits at. interest and to secure that payment of the money ‘ in 'such manner as the/Company'may think fit and inpartiCUIar, by 'the issue of Debentures or Cash Certiﬁcates, perpetual or otherwise charge upon all .or any of the Company's properties, both present and future and to purchase, reduce or pay off any such ‘ securities without doing the business of banking as defined by the Banking Companies Act, 1949. A 11. To subscribe, to charitable benevolent or useful objects of a public Character as permissible under the law 12. To train or pay for the training in India or abroad of any of the Company’s employees or any candidate in the interest of or for furtherance of this Company' 3 objects 13. To condLIct any experiments in connection with any business of this Company and take out or other- wise acquire by Original application or otherwise, any . trade marksgletters patent or patent right or the like and to use exercise/develop, grant licences in res- pect of sale, dispose of or otherwise turn to account any trade mark, patents, patent or other rights, licen- ' ces or- other interests for the time being held or

(5 ) acquired by this Company.

14; To remunerate any' person or Company for services

rendered Dr' to be rendered in placing or assisting

. to place or guaranteeing the placing of any of tKe shares in t he Company's Capital, or any debentures,

, or other Securities of the Company, or in or 'abou,t' the forrnatlon o.r, promotion of the Company or the conduct of its business.

, '

15 To lend money with or without security and to, sub-'

sidise, assist and guaran~ee the" payment of money by or by the performance of any contract engage- ment or obligation ,by any persons or ,;"Co,meanies ., arid in particular to customers of the Company or

, anv persons and Corporations. with' whom this. Com- "" pany may have or intend to have business ·relations~ ,

not amounting to. banking business.

16. Subject to, the provisions of the Act,.:,ta .Issue or c. guara~tee the issue of or guarantee t'h~ 'p~y-merit of

. . . I .

. devidend on the shares, or ,interest .on . debentures, or other security or obligation of any companytor association and to pay or provide for brokerage, cammissia~ and underwriting in respect Of any such issue.

.' . . 17. \To draw, make accept endorse, discount, execute and

issue and negotiate bills of exchange, hundies, pro- '," . . .

missory notes bills of landing, shipping documents, dock and warehouse .warrants, warrants debentures and othernegatiable and transferable J,n~truments.

• 1 ' " 18. To. incur from time totime such expenses and toIav

out such sums of . money: as the .Company may think fit for the purpose of .carrvinq out the, business and any matter incidental thereto.

19, To vapplv far, purchase or otherwise acquire and protect, prolong and renew -in any-part of the world, any patents, patent rights, brevets dinvention, trade

18. 19. , ( 5 ) acquired by this Company. .' To remunerate any‘ person or Company for services rendered or. to be rendered in placing or-assisting ~to place or guaranteeing the placing of any of the shares in the COmp'any's Capital, or any debentures, _ or other Securities of the Company, or in or ‘about' the formation or promotion of the Company or the conduct of its business. ‘ ~ To lend money With or Without security and'to- sub-‘ sidise, assist and guarantee the payment of money by or by the performance of any contract engage- ment or obligation. by any persons or Companies “ and in particular to customers of the Company or . any persons and Corporations with whom this Com- pany may have .-or intend to have business relations ’ not amounting to banking business. .Subject to the provisions of the Act, to. issue or” guarantee the issue of or guarantee the payment of -devidend on the shares, er interest on debentures, or other security 0r obligation of any company or association and to pay or provide for brokerage, commission and underwriting in respect or any such issue. ' ' . ,To draw, make accept endorse, discount, execute and issue and negotiate bills, of exchange, 'hundies, pro- missory notes bills of landing, shipping documents. dock and warehouse warrants, warrants debentures and other negotiable and transferable instruments. To incur from time to time such expenses and to jay out such sums of money as the Company may think fit for the purpose of carrying out the business and any matter incidental thereto. To apply for, purchase or otherwise acquire and protect, prolong and renew. in any part of the world, any patents, patent rights, brevets d'invention, trade *;_u#

(6 ) marks, designs, licences, Protections, concessions- ' and the like concerning exclusive or non-exclusive or limited right to their use, or any secret or other in-

• • 1.

formation as to any invention, processor privileges which may seem capable of being' used for any of the purposes of the Company or the acquisition of which may seem calculated directely or indirectly to benefit, the Company and to use, exercise, develop, or grant licences or previlages in respect of, or otherwise turn to account, the property, rights and information-so acquired and to carry (in any business in any way connected .therewith.

20. To expand money in experirrrentinq on and testing and- in improving or seeking to improve any patents, rights, inveritions, discoveries, processes or' information "of the Company or which tile Cornpaav may acquire or propose to acquire.

21. To establish, provide" maintain and conduct. or otherwise subsidise research laboratories and- expe- - ' rimental workshops for "scientific,' and technical research and experiments 'and to undertake and carrv on with all scientific and technical researches,'experi- ments, and tests of all kinds and to promote studies and research, both scientific and technical investiga- tion and invention by providing, subsidisinq. endowing' or assisting laboratories, Workshops libraries, 'lectures, meetings and conferences and by providing for the remuneratinos of scientific or technical pro-lessorsor teachers' and by ~roviding for the award 'of 'exhibition scholarship, prizes and grC,)ntsto students or other- wise and generally to encourage, promote and reward studies, researches, investigation, experiment, tests, inventions of any kind that may be considered likely to assist any of the business which the Company is authorised to carryon,

2'2. To acquire, build, construct, alter, maintain, enlarge,

\ \ '

.. . -ummmmwmw' , ( 6 ) marks, designs, licences, Protections, concessions and the like concerning exclusive or non- -exclusive or limited right to their use, or any secret or other in- formation as to any invention, process or privileges which may seem capable of being 'used for any of the _ purposes of the Company or the acquisition of which 20. 21. 22. may seem calculated directely or indireCtly to benefit, the Company and to use, exercise, develop, or grant licences or previlages in respectof, or otherwise turn to account, the property, rights and infdrmation so acquired and to carry ’on any business in any way connected therewith. ‘ ' To expand money in experimenting on and testing and in improving or seeking to improve any. patents, rights. inventions, discoveries, processes or information “Of the Company or which the COmpaay may acquire or propose to acquire.‘ To_ establish, provide, maintain and. conduCt, or otherwise Subsidise research laboratories and‘ expe- ' rimental workshops for Scientific and technical research and experiments and to undertake and carry on with all scientific and technical researches, 'experi- ments, and tests of all kinds and to promote studies and research, both scientific and technical investiga— tion and invention by providing, subsidising, endowing . or assrsting labOratOries, Workshops libraries, lectures. meetings and Conferences and 'by providing for the remuneratinos of scientific or technical professors or teachersand by providing fer the'award‘Of iexh‘ibition scholarship, prizes and grants to Students or other- wise and generally to encourage, promote and reward studies, researches, investigation, experiment,vtests, Inventions of any kind that may be considered likely to assist any oithe business which the Company is authorised to carry on, To acquire, build, construct, alter, maintain, enlarge, x ,t-Httétm-wmeuon meannmm. I.

( 7 ) pull down, remove or replace, and to work manage and control 'any buildings, offices, factories, mills foundries, refineries, furnaces, godovvns, warehouses, shops, machinery, engines, -' roads, ways, tramways, railways, branches or sidings, bridges, reservoirs, dams, watercourses, wharves, "electrical works, gas works, or other works and also such other machihery, equip- ment, conveyances, works and conveniences which may seem calculated directly or indirectly to advance the interests of the Company, and to subsidise, con- tribute to or, othersiaassist or take part in doing any of these things and to' [oin With- any other person or company or with any' Governmental authority -in doing any of these things, 41

23. To buy, sell, manufacture. repair, alter,' improve, ex- change, 'let out on hire. Import, export and deal in all factories, works,' plant,' machinery tools, utensils, appliances, apparatus, products; rnaterials. ,substances articles and things capable of being used in anvbusi- ness, which this', Company is competentto carrvan and to manufacture', experiment with, render marke- table and deal in all' probucts or residual products or by products ';inctde~tal- to or -obtainedIn -ariy of the businesses carried on 'by the- Company:

24. To acquire from 'anY- person, firm or body' corporate or unincorp6ratewhelher in tndia ~r 'elsew~e~e' tecnical information, know-how, processes, enginee- ring, manutacturinq.v and operating data', plans. lay outs and blue prints useful forthe -desiqn erection

,and operation of-plants required -tor a'nyof the, busi- nesses of the Cciiilpany and to 'aoquire any grant or licence and other rights and, benefits ,in the foregotng matters and things. " , "r

25. To sell, exchanges, mortagege' let on lease, royalyor tribute. grant licences, easements, options and other rights over andin any other manner deal' 'with or

23. 24. 25. (7) . pull down, remove or replace, and to work manage ‘and control ’any buildings, offices, factories, mills f0undries, refineries, furnaces, godowns, warehouses, shops, machinery, engines, " roads, ways, tramways, railways, branches or sidings, bridges, reservoirs, dams, watercourses, wharves, 'eleCtrical Works, gas works, or other works and also such other machihery, equip- ment, conveyances, works and conVeniences which may seem calculated directly or indirectly to advance 'the interests of the Company, and to subsidise, con- tribute to 0r_otherSie assist or take part in doing any of these things and ro‘ jo‘in‘withvany other person or company or with any Governmental authority in doing any ofthese things, To buy, sell, mantifacture‘, repair, alter, improve, ex- change, letout on hire. import, export and deal in all factories, works, ' plant, machinery tools, utensils, appliances, apparatus, products, materials, substances articles and things capable of being used in any 'busi- ness, which this 1 Company is competent ‘to carry-an and to manufacture, experiment with, render marke- table and deal in 'all‘probUCts o'r residual products or by prodUcts'incidental" to or “obtained-in any of the'businesses carried on ‘by the Company; ' To acquire from any person, firm ‘or body cdrporate or unincorpOrate whether in India or elsewhere’ _ tecnical information, know-how, processes, enginee- ring, manufacturing, '-’ and operating data‘, plans", lay outs and blue prints us‘ef‘ul forthe~design erection, 'and operation o'f-pla‘nts required ~‘for any of the ~ bu‘si- nesses of the company and to acouire any grant or licence and other rights and , benefits in the foregoing matters and things; ' » » To seil, exchanges, mortagege' let on lease, royaly or tribute. grant licences, ea'sements, options and other rights over and'in any other manner deal- 'with or

, I' i.' j I "

( 8 )

dispose of the whole 'or any part of the undertaking property, assets, rights, and effects of the Company for such consideration as the Company may think fit afld in particular for stocks. shares, whether fully or partly paid up debentures or other securities of any other company whether or not having objects altogether or in part similar to those of this Company.

26. To purchase or otherwise acquire and undertake the whole or any part of the busi ness, property, rights and liabilities of any person, 'firm or company carrvinq on or proposing to carryon any business which this· Company is authorised to carryon or possessed of

• property suitable for any of the. purposes of the Company or which can be carried on in conjunction therewith or which is copable of being' conducted so as directly' or indirectly to benefit the Company, and to purchase, 'acquire: sell such property, shares, stocks and debentures. of such person, firm or Com- pany, and to conduct, make or carry' into effect and arranqernents in regard to the winding up of the busi- ness of any such person, firm or Company.

27. To procure the registration or recognition of the Company in or under the laws of any place outside India and to establish and regulate agencies in any country, state or place for the purpose's of the Com- pany's business.

28. To payout of the funds of the Company, .all expen- ses of or incidental. to the promotion, formation and incorporation of the Company or which the Company' shall consider to be preliminary, or to contract with any persons; firm or Company to pay the same.

29. To undartake and execute any trust. the undertaking of which may seem to the Company desirable,"and either gratuitously or otherwise and 'vest' allY -real or personal property, rights or interest acquired by or belonging to the Company in any person·'or company

I I I

\ I

26. 27. ' 28. 29. ( 8 .> dispose of the whole‘or any part of the undertaking property, assets, rights, and effects of the Company for such consideration as the Company may think fit and in particular for stooks, shares, whether fully or [38?le paid up debentures or other securities of any other company whether or not having objects altogether or in part similar to those of this Company; Topurchase or otherwise acquire and undertake the whole or any part of‘the business, property, rights and liabilities of any person, ’firm or company carrying on or proposing to carry on any business which this - Company is authorised to carry on or possessed of property suitable for any of the purposes of the Company or which can be carried on in conjunction therewith or which is copable of being'conducted so V as directly' or indirectly to benefit the Company, and to purchase, acquire, sell such property, shares, stocks and debentures of 'such person, firm or Com- pany, and to conduct, make or carry. into effect and arrangements in regard to the winding up of the busi- néss of any such person, firm or Company. To procure the registration or recognition of the Company in or under the laWs of any place outside India and to establish and regulate agencies in any country. state or place for the purposes of the Com- ' pany's business. To pay out of the funds of the Co‘mpany,.all expen- ses of or incidentaLto the promotion, formation and incorporation of the Company or which the Company ' shall consider to be preliminary, or to contract with any persons, firm or Company to pay the same. To undartake and execute any trust. the undertaking of which may seem to the Company desirable,‘and either gratuitously or otherWise and-vest any real or personal prOperty, rights or interest acquired by or belonging to the Company in any person -or company m... ‘——Mu-‘W‘ I’m-arr.- .\ M ,_.r.........-...- . m... V t;

( 9 )

'on behalf of or for the' benefit of the Company, and with or without .anv declared trust in favour of the Company.

30. To aid, pecuniarily, or otherwise, any association, body corporate having for an object the solution, settlement, or surmounting of industrial or labour problems or troubles or the promotion of industry or trade.

31. To establish and maintain or procure the establish- ment and maintenance of any contributory or non- contributory pension or superannuation funds and/or pension for the benefit of, and. find or procure the giving of donations, gratuities, pensions, allowances or emoluments to any persons who are or were at any time in the employment or service of the Com- pany or of any company which is a subsidiary, of the Company or is allied to or associated with the .Cornpany or with any such subsidiary company, or who are or were at any time Directors or officersof the Company or of any such other company 'as aforesaid, and' the wives, wi doVIis, families' and dependents of any such persons and also establish and subsidies and subscribe to any institutions, asso- ciations, clubs or funds calculated to be for the benefit of or to advance the interests and well being of the .Company or of any such other Company as aforesaid, and make payments to or towards the insu- rance of any such person as aforesaid and do any of the matters aforesaid. either alone or in conjunction with any such othe~ company as aforesaid.

32. To incur expenditure on Market surveys or engage the service of agents/brokers to achieve: any'or all the objectives set out herein.

33. To provide for the welfare of employees or ex-emplo- yees of the Company and their wives by building or contributing to the building of houses.or dwellings or -

30. 31. 32. 33. (.9) 'on behalf of or for the benefit of the Company, and with or without any declared trust in favour of the Company. To aid, pecuniarily or othenrvise, any’association, body corporate having for an object the solution, settlement, or surmounting of industrial or labour problems or troubles or the promotion of industry or trade. ’ To establish and maintain or procure the establish- ment and maintenance of any contributory or non- contributory pension or superannuation funds and/or pension for the benefit of, and find or procure the ‘ giving of donations, gratuities, pensions, allowances or emoluments to any persons who are or were at ‘ any time in the employment or service of the Com- pany or of any company which is a subsidiary ‘of the Company or is allied to or associated with the Company" or with any such subsidiary company, or _who are or were at any time Directors or officers of the Company or of any such other company ’as aforesaid, and the wives, widoWs, families ' and dependents of any such persons and also establish and subsidies and subscribe to any institutions, asso-F ciations, clubs or funds calculated to be for the benefit of or to advance; the interests and well being of the .Company or of any such other Company as aforesaid, and make payments to or towards the insu- rance of any such person as aforesaid and do any of the matters aforesaid. either alone or in conjunction with any such other company as aforesaid. To incur expenditure on Market surveys or, engage the service of agents/brokers to achieve any'or all the objectives set out herein. To prOvide for the welfare of employees or ex-emplo- yees of the Company and their wives by building or contributing to the building of houses .or dwellings or ‘

..J (9 )

'on behalf of or for the' benefit of the Company, and with or without any declared trust in favour of the Company.

30. To aid, pecuniarily or otherwise, any association, body corporate having for an object the solution, settlement, or surmou nting of industrial or labour problems or troubles or the promotion of industry or trade.

31. To establish and maintain or procure the establish- ment and maintenance .of any contributory or non- contributory pension or superannuation funds and/or pension for the benefit of, and. find or procure the giving of donations, gratuities, pensions, allowances or emoluments to any persons who are or were at any time in the employment or service of the Com- pany or of any company which is a subsidiary, of the Company or is allied to or associated with the .Companv or with any such subsidiary company, or who are or were at any time Directors or officersof the Company or of any such other company 'as aforesaid, and' the wives, widows, families' and dependents of any such persons and also establish and subsidies and subscribe to any institutions, asso- ciations, clubs or funds calculated to be for the benefit of or to -advance the interests and well being of the ,Company or of any such other Company as aforesaid, and make payments to or towards the insu- rance of any such person as aforesaid and do any of the matters aforesaid. either alone or in conjunction with any such othe~ company as aforesaid.

32. To incur expenditure on Market surveys or engage the service of agents/brokers to achieve any'or all the objectives set out herein.

33. To provide for the welfare of employees or ex-emplo- yees of the Company and their wives by building or contributing to the building of houses.or dwellings or r

30. 31. 32. 33. ('9) 'on behalf of or for the benefit of the Company, and with or without any declared trustin favour of the Company. To aid, pecuniarily' or otherwise, any'association, body corporate having for an object the solution, settlement, or surmounting of industrial or labour problems or troubles or the promotion of industry or trade. ’ ' To establish and maintain or procure the establish- ment and maintenance of any contributory or non- contributory pension or superannuation funds and/or pension for the benefit of, and find or procure the ' giving of donations, gratuities, pensions, allowances or emoluments to any persons who are or were at i any time in the employment or service of the Com- pany or of any company which is a subsidiary of the Company or is allied to or associated with the Company" or with any such subsidiary company, or >who are or were at any time Directors or officers of the Company or of any such other company ’as aforesaid, and the wives, widoWs, families and dependents of any such persons and also establish and subsidies and subscribe to any institutions, asso-P ciations, clubs or funds calculated to be for the benefit of or to advance the interests and well being of the .Company or of any such other Company as aforesaid, and make payments to or towards the insu- rance of any such person as aforesaid and do any of the matters aforesaid. either alone or in conjunction with any such other company as aforesaid. To incur expenditure on Market surveys or engage the service of agents/brokers to achieve any'or all the objectives set out herein. To previde for the welfare of employees or ex-emplo- yees of the Company and their wives by building or contributing to the building of houses [or dwellings or " i i i i i s i

• i,

( 10 )

by grants-in-aid, pensions, allowances, bonus or other payments by providing or subscribing or con- tributing towards building and maintenance of places of institutions and recreation. hospitals, and dispen- saries, medical and other assistances as the Company may think fit and to subscribe or otherwise' to assist or to grant money to charitable, benevolent, religious scientific,' .national, public or otherinstitutions pro- posed to be helped with money but not political party organisations. ,_

34. To promote and establish orqanisatlons, .advisory boards arid other suitable bodies as' may be deemed necessary in' order to carry out the aforesaid objects of the: Company effectively.

35. To act as agents, indentors and/or perform functions as agents, trustees or contractors for any person. or .consortiurn or Company or Government and to under' take and perform subcontracts -and to # do all or any of the above things' in anvpart of thewortd, alone 6~jointly with others and either by or through agents sub-contractors, trustees or otherwise.

. .

36·, To. held or assist 'in holding exhibitions in India and abroad of, the products and artibles in which' the Company is . interested.

37. Subject to the provisions of the Companies Act. 1956· or any other law for the time beinq in force to arnalqamaie or to enter into partnership or into. ' any arrangement for sharing profits, union of interests co-operation, joint-venture or reciprocal concession or for limiting competition with any person, firm, companv or body corporate carrying on or engaged in, or about to carryon or engage in, or being authorised to carryon or engage in, any business or transaction which the Company is' authorised to carryon or engage in or which can be carried or in conjunction therewith or which is capable of

, I

! 1,, I, i:

I , ,. i

(10) by grants—in-aid, pensions, allowances, bonus or other payments by providing or subscribing or con- tributing towards building and maintenance of places of institutions and recreation, hospitals, and dispen- saries, medical and other assistances as the Company may think fit and to subscribe or otherwise to assist _ or to grant money to charitable, benevolent, religious 34. 35 36-. 37. scientific/ national, public or iother'institutions pro- posed to be helped with money but not political party organisations. V . To promote and establish organisations, ‘advisory boards arid other suitable bodies as. may be deemed necessary in'order to carry out the aforesaid objects 9f the 5 Company effectively. . To act asagents, indentors and/or perform functions as agents, trustees or contractors for 'any person. or consortium 0r Company or Government and to under ' take and perfdrm subcontracts and to do all or any I of the above things in any part of the worl,d alone orjointly with others and either. by or through agents sub-contractors, trustees or otherwise. ' To held or assist'in holding exhibitions in India and abroad of the products and artibles in which the Company is interested. Subject to the provisions of the Companies Act. 1956 or any other law for the time being in force to amalgamate or to enter into partnership or into any arrangement for sharing profits, union of interests co- -operation, joint- -venture or reciprocal concession or for limiting competition with any person, firm, company or body corporate carrying on or engaged in, or about to carry on or engage in, or being authorised to carry on or engage in, any business or transaction which the Company is: authorised to carry on or engage in or which can be carried or in conjunction thereWith or which is capable of

(11 )

being conducted so as directly or indirectly to bene- fit the Company;

38. And generally todo andperform 'all such, other things as may be ' incidental or conducive to the attainment of the above objects or any of them.

ting to the administration and organisation of industry and business and the training of personal for industry and to carryon all or any of the businesses of indus- tr'jal -personal consultants and to advise upon the means and methods of 'extending, developing and -irnprovinq all :types 'of businesses'o~industries and all systems or processes. relating to the production, ~torage, distribution. marketing and sale:of goods

'. • I

and/or relating to the rendering of services, , 2.. To undertake any advisory, secretarial, accountancy,

clerical, or similar work.

3. To undertake the ·custodyand warehousing of merchandise, J things, articles, goods, materials and preparations of all descriptions and to provide storage and other facilities as may be required,

4.. To. act as distributors, brokers, trustees attorneys general carriers, seHing Aqents, Travel and forwarding agents and warehouseman..

IV. The liability of the members is limited. V. The authorised share capital of the Cornpanv is Rs.

5,00,00,000 (Rupees Five Crores) devided into 5 lakhs Equity Shares of Rs. 1-00 each (five lakhs equity shares of rupees one hundred eacn) with power to increase and reduce the capital of the Company and to issue and of these shares in the capital, original of increased, with or subject to any rights or conditions as regards devidends, repavments of Capital or otherwi SQ.

(‘11 ) being conducted so as directly or indirectly to bene- fit the Company. - . And generally to do and perform 'all such other things as may be incidental or conducive to the attainment of the above objects or any of them. (C) 0TH ER OBJECTS: To carry on business of advisers on problems rela- ting to the administrat'on and Organisation of industry and business and the training of personal for industry and to carry on all or any of the businesses of indus- trial 'perscnal consultants and to advise 'upon the means and methods of extending, developing and improving all types of businesses or industries and all systems or processes relating to the production, storage, distribution, marketing and salefof goods’ and/or relating to the rendering of Services, 3 To undertake any advisory, secretarial, accountancy, clerical, or similar work. To undertake the custody .and warehousing of merchandise, things, articles, goods, materials and preparations cf all descriptions and to provide storage and other facilities as may be’, required .‘T0o act as distributors, brokers, trustees attorneys general carriers, selling Agents, Travel and forwarding agents and warehouseman. . The liabilityof the members is limited. ._ The authorised share capital of the Company is Rs. 5,00,00,000 (Rupees Five Crores) devided into 5 lakhs Equity Shares of Rs. 100 each (five lakhs equity shares of rupees one hundred each) with power to increase and reduce the capital of the Company and to issue and of these shares in the capital, original of increased, with or subject to any rights or conditions as regards devidends, repayments of Capital or otherwise.

I.-

i I 1

I f I

Name of the subscriber

Address Description and occupation of

the subscriber

Signature of..

subscrlbe-

Number .of shares

. taken

Name, Addre Description Signature 0 the Witness

( 12) I We the several persons, whose name and addresses ar:

subscribe below are desirous of being formed into a Compan I in pursuance of this Memorandum of Association and we respect' vely agree to take. the number of share in the Capital of th Company set opposite to our respective names.

1. S. K.GHOSAL Son of Late J. M. Ghosal Commissioner Cum Secretary to the Govern- ment of Tripura 00 behalf or Governor of Tripura.

No .. 2, Type-Vr,. Sd/- 1999 Kunjaban Township. S K Ghosal (One Thou- Agartala Tripura, .• . sand Nine

Hundred Occupation :- Ninety nine) Government Service Commissioner Cum- Secretary Dept. of Industry Gov1-'. of Tripura.

I Sd/-A.S. BI~ C/o A.S. Bi

& Co. Chartered A tant G.S. R Shillong-79~

2. B. B. DEB ROY Son of Late R. K. Deb Roy

Or. No. V/3, Sd/- Kunjaban Township, B.B. DebRoy Aqartala, .

1 (One)

Occupation :- Govt. Service Finance Secretary, Govt. of Tripura.

. \

__ 2°_°_°__ 1 (Two Thousand Equity Shares) only .

. Dated the 4th day of August 1980.

We the several persons, whose name and addresses a; subscribe below are desirous of being formed into a Compa .' _'in pursuance of this Memorandum of Association and we respect ' take the number of share in the Capital of t" vely agree to (12) Company set opposite to our respective names. Address Description Signature Numberof Name,Addre (Two Thousand Equity Shares) Name of the and occupatigm, Of at shares Description subscriber the subscriber subscriber staken Signature 0 - the Witness 1. g. K.GfHOSAL £102 g, Trype-V'ﬁ,‘ 36,- 1999 one unja an owns ID, 0 _ Late J.’M. Agartala Tripura. 8' K' Ghosal . (551:5 “13:; Ghosa! , . Hundred Commissroner Occupation :- Ninety nine) Cum Secretary Government Service to the Govern- Commissioner Cum- ‘ ment of Tripura Secretary Dept. of On behalf or Industry Govt: of 66vernor of Tripura. Tripura. Sd/-A.S. BI C/o A.s. Bl Er Co. - - Or. No. v13, sa;- 1 d A 2- B. 3- DEB ROY Kunjaban Township, 33. DebROy (One). gm’tgfg R 3°" °f Aga"a'a- Shillong-79 Late R. K. Deb R°Y- Occupation :- :,_ Govt. Service Finance Secretary, Govt. of Tripura. 2000 only. Dated the 4th day of August 1980.

INDEX

Sf. No. Subject Page

1. General ( Definitions) 1 2. Share Capital '4

IS 3. Share Certificates 6; is 4. Calls on Shares 6,

'A IR 5. Uen 7 ~3

Transfer and Transmission6. 9 7. Fodeiture of Shares 12 8. Alteration of, Capital 14 9· Modification of Class Rights 16

10. Borrowing Powers 17 11. 'General Meetings 18 12. Votes of Members 24 13. Board of Directors 26 14. Disqualification of Directors 28 -15. Proceedinqs of the Board

of Directors Meeting 28

Ir n ti. h

es of' is

ARTICLES·

"ASSOCIATION

ARTICLES- , OF "ASSOCIATION INDEX 3/. No. ' ‘ Subject 1. General ( Definitions ) 2. Share Capital 3. Share Certificates 4. Calls On Shares 5. Lien 6. Transfer and Transmission 7. Forfeiture of Shares 8. Alteration of. Capital 9. Modification of Class Rights 10. Borrowing Powers 11. General Meetings 12. Votes of Members 13. Board of Directors 14. Disqualification of Directors '15. Proceedings of the Board of Directors Meeting \‘l l Page V ”mqﬁﬁhﬂ 16 17 18 24 26 28 28

16. powers and Duties' ~r,ttre

Board of Directors

17. Speci'fic Powers of Directors

18. The Seal

19.- Accounts

20. Right 0'[ the (;overnar

21. Notices '.

22. Idemnity 23. Secrecy

24. Winding Up

25. Subscribers

30 31

40 40 44 45 47 48

49 50

16. 17. 18. 19. ' - 20. 21 . 22. 23. 24. 25. Powers and Duties oif'th'e Board of Directors Specific Powers of Directors The Seal Accounts ‘ Right Of the Governar Notices l'demnity Secrecy Winding Up Subscribers 30 31 40 40 45 47 48 49 50

ARTICLES OF ASSOCIATION OF

TRIPURA TEA DEVELOPMENT CORPORATION LIMITED

GENERAL

1. DEFINITION 'Act'

(a) 'Act' means the Companies' Act, 1956 (Act No. l-of ! - .

1956) or Acts for the time being in force can taining the provisions of the Legislature relating to Companies.

'Articles of the Company' ;

(b) 'Articles o.f the Company' maans the Articles for the time being in force for the management of the Company.

'Board'

'Capital'

(d) . 'Capital' means 'ths capital for tha time being raised or authorisad. to be raised for the purpose of the Company.

·Chairman'

(e) 'Chairman'means the Chairman of the Board of Directors for the time being of the Company.

'Company' /Corpcration'

(f) 'The Company/The Corporation' means the Tripura Tea Development Corporation Limited. 'The Directors'

- (g) 'Directors' means t he Directors for the time being

ARTICLES OF ASSOCIATION OF TRIPURA TEA DEVELOPMENT CORPORATION LIMITED GENERAL 1. DEFINITION ’Act (a) ’Act' means the Companie‘s' Act, 1956 (Act No. lof 1956) or Acts for the time being in force can taining the provisions of the Legislature relating to companies. ‘ ‘Articles of the Company' (b) 'Articles of the Company’ means the Articles for the time being in force for the management of the Company. 'Board' I (c) 7/ 'Board' means the Board of Directors of the Com- pany for the time being. 'Capital’ (d) ,‘Capital' means the capital for the time being raised or authorisedto be raised for the purpose of the Company. 'Chairman’ —_—_.__ (e) 'Chairman’ "means the Chairman of the Board of Directors for the time being of the Company. ’Company'/Corpc ration' (f) 'The Company/The Corporation' means the Tripura Tea Development Corporation Limited. 'The Directors' (9) 'Directors’ means the Directors for the time being i”

( 2 ) ..

of the Company or a duly constituted Committee thereof.

'Dividend'

(h) 'Dividend' includes Bonus, 'Governor'

(i) The 'Governor' means the Governor of Tripura. '~overnment'

(j) . 'Government' mean the Government of Tripura. . 'Gender'

i: ;:, (k) Words importing the masculine gender also. include 'the feminine gender.

. :

(I)

iln writing'

'In writing' and Written' shall include printing and lithography and 'any other mode or modes of repre-.

senting or. reproducing words in' a visible form. 'Month'

(m) I . 'Month' means a calendar month.

'Number'

(n) 'Words importing the sinqular number only shall

include the plural numbdr and vice versa. ~he Office'

. i; I i.

i 'I

(0) 'Office' means the Registered Office for the time being of the Company. 'Person'

(p) 'Persons' includes Corporations and Firms as well as individuals. 'The Register'

(q) 'Register' means the Register of members as defined under Section 150 of the Act.

'The Registrar'

(r) 'Registrar, means the Registrar of Companies as •

, I.

. . (2) of the Company or a duly constituted. Committee thereof. ' 'Dividend’ l (h) 'Dividend' includes Bonus, 'Governor’ I (i) The 'Governor' means the Governor of Tripura. ' ’GOVernment’ i ‘ f (i) ’Government’ mean the Government of Tripura. ‘ ’ - 'Gender' . ‘— (k) Words importing the masculine gender also include ‘-the feminine gender. I ’In writing’ I (I) ‘In Writing’ and Written' shall include printing and lithography and ‘any other mode or modes of repre- ' é - senting Correproducing words he visible form. :5 ’Month' 3 (m) ‘Month' means a calendar month. ' ’Number' (n) 'Words importing the singUlar number only shall include the plural numbdr and vice versa. ”The Office' (0) 'Office' means the Registered Office for the time being of the Company. 'Person' (p) ‘Persons’ includes Corporations and Firms as well as individuals. ‘The Register' (q) 'Register' means the Register of memberS'as defined ‘ under Section 150 of the Act. 'The Registrar' (r) 'Registrar, means the Registrar of Companies as

tee

( 3 ) defind unde!.Sub-Section (40) of Section 2 of-the Act. 'Seal'

(s) 'Sear means the Common seal Jor the time of the Company.

'Shares'

(t) 'Shares' means the shares into which the capital is davided and the interest corresponding .with such shares.

Expressions in the Act bear the same meaning in

Articles.

subject as aforesaid, any words or expressions defind In the Act shall, except where the subject or' con-

"text forbids, bear the same meaning in these Articles.

Table' A' not to apply

2. Subject to provisions -of the Act, the regulations contained in Table 'A' -in the first schedule of the Act shall not apply to the Company, except here-in- after provided.

'Cornpanv' to be governed by these Article-s.

3. _ The regulations for the management of the Company and for the observance of the members thereof and their representatives shall. subject to any exercise of the statutory powers of the Company in reference to the repeal or alteration of or addition to its Arti- cles of Association by special resolution as pres- cribed or permitted by the Act be such as are contained in these Articles.

Company to be a Private Company.

4. The Company is a 'Private Company' -and accor dingly :-

(a) The number of members of the Company is not to exceed fifty excluding (i) persons who are in the

tee (s) (t) (3) defind under Sub-Section (40) of Section 2 of'the Act. ‘Seal’ —— 'Seal' means the Common seal _for the time of the Company. ‘Shares’ 'Shares' means the shares into which the capital is devided and the interest corresponding with such shares. ‘ ‘ Expressions in the Act bear the same meaning in Articles. Subject as aforesaid, any words or expressions defind In the Act, shall, except where the subject or' con- \,text forbids, bear the same meaning in these Articles. Table 'A' not to apply Subject to provisions 'of the Act, the regulations contained in Table ’A' in the first schedule of the . Act shall not apply to the Company, except here-in- after provided. ’Com'pany' to be governed by these Articles. . The regulations for the management of the Company and for the observance of the members thereof and their representatives shall. subject to any exercise of the statutory powers of the Company in reference to the repeal or alteration of or addition to its Arti- cles of Association by special resolution as pres- cribed or permitted by the Act, be such as are contained in these Articles. Company to be a Private Company. The Company isa 'Private Company’ and accor _ dingly :—— The number of members of the Company is not to exceed fifty excluding (i) persons who are in the

( 4 )

(b)

employment of the Company and (ii) persons who, .. having been formerly in the .employment of the

Company, were members of the Company wh ile in that employment and have-continued to be mem- bers after the employment ceased but where two or more persons hold one or more shares in the Company jointly, they shall, for the purpose of this Article: be. treated as single member.

. , ~ny invitatibn to the public to subscribe for any shares or debentures of the Company is hereby prohibited, provided however, Govt. of India may be so invited and their subscriptions for these purposes accepted by the Board of Directors of the Company.

The right of transfer of shares shall be restricted as herein after provided.

Copies of Memorandum & Articles of Association

(c)

J. ••• _

I - ••

to be furnished by Directors.

5. Copies of Memorandum and Articles of Association .of the Company shall be furnished by the Directors to every member at his request on payment of. the sum of Rupee one for each copy, within seven days of such requirement.

SHARE CAPITAL Capital

6. The" authorised share capit al of the Company is /As. 5,00,00,000 (Rupees Five Crores) . divided into 5.00,Q0.9 (F ive Hundred Thousand) equity shares of

. Rs. 100.00 (Rupees one hundred) each. Provided that subject to the approval of the Governor the Company may. alter the conditions of its Memoran- dum so as to increase its share capital by such amount and to be divided into shares of such amount as it may think expedient, by using new shares in the manner prescribed in Section 94 of the Act. "

(b) (C) (4) employment of the Company and (ii) persons who, .thaving been formerly in the employment of the Company. were members of the Company while in that employment and have continued to be mem- bers after the employment ceased but where two or more persons held one or more shares in the Company jointly, they shall, for the purpose of this Article; be. treated as single member. Any invitatibn to the public to subscribe for any shares or debentures of the Company is hereby prohibited, provided hoWever, Govt. of India may be so invited and their subscriptions for these purposes accepted by the Board of Directors of the Company. The right of transfer of shares shall be restricted as herein after provided. Copies of' Memorandum 8 Articles of Association to be furnished by Directors. Copies of Memorandum and Articles of Association ,of the Company shall be furnished by the Directors to every member at his request on payment of, the ‘sum of Rupee one for each copy. within seven days of such requirement. SHARE CAPITAL Capital The" authoris’ed share capital of the Company is IRs. 5,00,00,000 (Rupees Five Crores) divided into 5,00,000 (Five Hundred Thousand) equity shares of ‘Rs. 100.00 (Rupees one hundred) each. Provided that subjectto the approval of the Governor the Company may alter the conditions of its Memoran- dum so as to increase its share capital by such amount and to be divided into shares of such amount as it may think expedient, by using new shares in the manner prescribed in Section 94 of the Act.

~ I

\ \

\ \ \ \ \

\ \

, )

(5 ) Register of members

7. (a) The Company shall causes to be kept a Regis.: ter of members and index.of members in accordance with the Act. Register of members open to inspection.

(b) The register shall be opened to inspection of members without anv payment and to inspection of any other persons on payment of Rupee One for each inspection. Any such member or person may take extracts thereform ..

The Company to send extract of Register etc:

(c) The Company shall send to any member, on request, extracts of the 'Register of membersor of the list and summary' required under the Act on payment of fifty paise .for every hundred words or fractional part thereof' withlri a period of ten, days exclusive, of n,on-v~(OJNng'.(jays,).~fteJ, the (jay on which the members request is received by the Company.

Allotment of shares.

8. The shares shali be wide; the' control of the Directors. , who may with the approval of the Governor in that behalf and subject to the provision hereinafter' contained, allot or otherwise dispose of the same to such person on such terms and conditioris and at such time as the Director think fit and with full powers to give to any person, the call of any shares, whether at par or at premium or (subject to the provision of the Act) at a discount and for such - time and for such considerations as the Direcror think fit.

Company's share not to be purchased.

9. - No part of 'fonds of the Company shall be emplo- yed in the purchase ofor in loans upon the Com- pany's shares.

Q (5) Register of members (a) The Company shall causes to be kepta Regis: ter of members and indexvof members in accordance with the Act. Register of members open to inspection. ’7 (b) The register shall be opened to insbection of members without any payment and to inspection of any other persons onpayment of Rupee One for each inspection. Any such member or person may take extracts thereform. _. The Company to send extract of Register etc.‘ (o) The Company shall ' send to any} member, on request, extracts of the Register of members or of the list and s’ummary'required under the Act on payment of fifty paise .for every hundred words or fractional part th'ereof‘ within a. period of ten days exclusive’pf non-workingdays) after _ the daY' ‘ on which the members request is received by the Company. Allotment of shares. The shares shall be under the“ control of the Directors who may with the approval of the Governor in that behalf~ and subject to the provision hereinafter ' contained, allot or otherwise dispose of the same to such person on such terms and conditions and at such time as the Director think fit and with full powers to give to any person, the call of any shares. whether at par or at premium or (subject to the provision of the Act) at a discount and for such time and for such consideratidns as the Direcror think fit.- _ Company’s share not to be purchased. I No part of‘funds of the Company shall be emplo- yed in the purchase of or-in loans upon the Com- pany's shares. ‘ ‘ ’ " ‘ '

I !

• I i I .

l I :! I ,I I '.j :i I: \\' 'I( ..: • I II' : ~ I) I

: ,j , -l I '

,Ii 'j i' I

(6 ) SHARE CERTIFICATES

Certificate of shares.

10. Every person whose name is entered as a member ../

in the register shall without, payment, be entitled to receive a certificate' under the common seal of the Company specifying the share of shares held by him and the amount paid thereon. Provided that, In respect of share or shares held jointly by seve-

-" ral persons, the Company shall not be abound to issue more than one certificate and delivery of a certificate for a sh~,~eto one or several joint-holders shall be sufficient delivery to all.

Issue ~f new' share certificate in place of one

defaced lost or' destroyed.

11. -If a share certificate IS defaced, lost or destroyed it may be renewed on payment of a fee not excee- ding fifW paise if any, and on such terms, if any as ·to evivence and indemnity and the payment of out of pocket expenses incurred by the Company in investigation evidence, as the Directors think fit.

f CALLS ON SHARES

Calls.

12. (a) The Board may, from time to time, make calls upon the members in respect of any moneys unpaid on their gha~~s and specify the tl me or tim~ of payment and' reach member shall pay to the Com- pany at the time to times- so specified the amount called on his shares. Provided, however, that the Board may from time to time at its discretion extend the time fixed for the payment of any call and may extend such time to allow any of the members whom the Directors entitle to such extension, but

\ I

( 5 ) SHARE CERTIFICATES . l ' Certificate of shares. 10. Every perSon whose name is entered as a member in the register shall vyithout - payment, be entitled to receive a certificate'under the common seal of the Company specifying the share of shares held by him and the amount paid thereon. Provided that, In respect of share or shares held jointly by seve- , . ' ral persons, the Company shall not be abound to issue more than one certificate and delivery of a certificate for a share to one or several joint-holders shall be sufficient delivery to all. i i Issue of new share certificate in place of one T . I defaced lost or'destroyed. 11: -If a share certificate is defaced, lost or destroyed \ it may be renewed on payment of a fee not excee- ding fifty paise if any, and on such terms, ’if any as to evivence and indemnity and the payment of out of pocket expenses incurred by the Company in investigation evidence, as the Directors think fit. / CALLS ON SHARES / Calls. .n. _ 12. (a) The Board may, from time to time, make calls upon the members in respect of any moneys unpaid on their shares and specify the time or tim/s of payment and reach member shall pay to the Com- pany at the time to times so specified the amount called on his shares. Previded, however, that the Board may from time to time at its discretion extend the time fixed for the payment of any call and may extend such time to allow any of the members whom the Directors entitle to such extension, but

(7 ~. no member shall be entitled to such extention, save as a matter to grace and favour. A call may be made payable by instalments.

(b) Any money due from the Company, to ia shareholder may without the consent of such share- holder be applied by the company in or towards payment of any money due from him to the Company for calls of otherwise.. when interest on call payable.

13. If the sum payable in respect of any call is not paid on or before the day appointed for payment thereof, the holder for the time. being' or .allotee of the share in respect of whioh a call shall have been made, shall pay interest on the same at· such rate as the Board map fix, from the day appointed for .the payment thereof to the time of actual payment, but the Board may"waive payment .of such interest. wholly or in part'

Payment in anticipation of calls may carry interest.

14. The Board may, if 1t thinks fit, receive from any member willing to advance the same, ali or any part of moneys due upon the shares held .by him beyond the sums actually called for, and upon the

. moneys so .paid in -advance or so much there of as from time to time exceed the amount of calls then made upon the shares in re,spect of which, such advance has been made, the 80mpany may pay interest at such rate not exceding 6 percent per annum as the members paying such sum in advance and the Board agrees upon, and the Board may at any time, repay the amount so advanced upon giving to such member three months' notice in writing.

'L1EN

( 7L . no member shall be entitled to such extention, save as a matter to grace and favour. A call may be made payable by instalments. (b) Any money due from the Company, to 'a. shareholder may without the consent of such share- holder be applied by the company in or towards payment of any money ‘due from him to the Company for calls of otherwise. when interest on call payable. if the sum payable in respect of any call is not paid on or before the day appointed for payment thereof. the holder for the time, being or .allotee of the share in respect of which a call shall have been made, shall pay interest on the same at such rate as the Board map fix, from the day appointed for the payment thereof to the time of actual payment, but the Board may’waive payment ,of such interest, 'wholly . or in part. ‘ 4 Payment in anticipation of calls may carry interest. The Board may, if it thinks fit, receive from any member willing to advance the same, all or any part of money-s due‘upon the shares held by him beyond the sums actually called for, and upon the -moneys so 'paid in advance or so much there of as from time to time exceed the amount of calls then .made upon the shares in respect of which, such advance has been made, the Company may pay interest at such rate not exceding 6 percent per annum as the members paying sUch sum in advance and the Board agrees upon, and the Board may at any time, repay the amount so advanced upon giving to such member three months’ notice in writing. I "LIEN ‘li‘

( 8 )

Lien on shares for unpaid calls.

15. (1) The Company shall have a first and paramount lien

(a) on every share (not being a fully-paid share), for all moneys (Whether presently payable or ,not) called or payable at a'fixed time, in respect of that share, ; and

(b) on all shares (not being _fully/paid shares) standing registered in .the name, of a sinqle person, for all moneys presently payable by him or his estate to the company ; Provided that the Board -lTlay at any time declare any share to be wholly or in part exempt from the-provisions of these Articles.

(2) 'The Company's lien, if any, on a share shall extend to all dividends payable thereon.

Enforcement of lien by sale.

16. The Company's may sell, in such manner the Board thinks fit, share on which the company has a lien. (a) .unless a sum in respect of which the lien exists is presently payable or ;

(b) until the expiration of fourteen days after the notice in writing, stating and demanding payments of such part of the amount in respect of which the lien exists as it presently payable, has been given to the reqistered holder for the time being of the share or the person entitled thereto by reason of his death or insolvency.

Sale of shares on which' Company has lien.

17, (1) To give effect to any such sale, the Board may authorise some person to ,transfer the shares sold to the purchaser thereof. (2) The purchaser shall be registared as the holder of the shares comprised in any such transfer. (3) Th e purchaser shalf not be bound to see to

15. (a) (b) 16. 17. (8) Lien on shares for unpaid calls. (1) The Company shall have a first and paramount lien :—' ' ‘- on every share (not being a fully-paid share), for all moneys (Whether presently payable or not) called - or payable at a" fixed time, in respect of that share. ; and on all shares (not being fully/paid shares) standing registered in the nameof a single person, for all moneys presently payable by him or his estate to the company ; Provided that the Board may at any time declare any share to be wholly or in part exempt from theprovisions of these Articles. (2) The Company’s lien, if any, on a share shall extend to all dividends payable‘thereon. Enforcement of lien by sale. The Company's may sell, in such manner the Board thinks fit, share on which the company has a lien. (a) unless a sum in respect of which the lien exists is presently payable or ; I (b) until the expiration of fourteen days after the notice in writing, stating and demanding payments of such part of the amount in respect of which the lien exists as it presently payable, has been given to the regiStered holder for the time being of the share or the person entitled thereto by reason of his death or insolvency. Sale of shares on which Company has lien. (1) To give effect to any such sale, the Board may authorise some perSon to transfer the shares sold to the purchaser thereof. (2) The purchaser shall be registared as the holder of the shares comprised in any such transfer. (3) The purchaser shall not be bound to see to

( 9 ) .

the application of purchase money nor shall his title to the shares be effected by any irregularity or invalidity in the proceedings in refe'rence to the sale.

Application of proceeds of sale.. , 18. (1) .The proceeds of the sale shall be received' by

the Company and applied. if! payment of such part of the amount in respect of which the' lien exists as is presently payable., (2) The residue, if any, shall, subjects to a like lien for sums not presently payable as existed upon the shares before the, sal e, be paid. entitled to the person entitled to the shares at the date Of the sale .....

TRANSFER AN D TRANSMISS ION,, . Transfer and Transmission of share. .

19. The right of members ~o transfer their shares shall be restricted as follows ;-.

(a) A .share can be transferred by a member or other person 'entitled to transfer _only to a person approved by the Governo r.

(b) Subjects as aforesaid, the Board may, in 'its absolute and uncontrolled discretion, refuse to register any transfer of sha~es without any reason .. Notice of refusal to register transfer. \

i .

20. If the Board refused to register the transfer of any , -

share it shall, within two months of the date, on which the instrument of transfer is delivered to the

Company, send to the transferee and the transferer notice of the refusal.

Company not I:ound to recognise any interest in

shares other than of the registered holders.

21. Save -as herein' otherwise provided, the Board shall., be entitled to treat the person whose name appears on the register' of member -as the holder of any

( 9 i) the application of purchase money nor shall his title to the shares be effected by any irregularity or invalidity in the proceedings in reference to the sale. Application of proceeds of sale. . (1) The proceeds'of the sale shall be received' by the Company and applied . in payment of such part of the amount in respect of which the lien exists as is presently payable. (2) The residue, if any, shall, subjects to a like lien for sums not presently payable as eXisted upon the shares before the \ s'ale, be paid entitled to the person entitled to the shares at the date of the sale, TRANSFER AND TRANSMISSION. Transfer and Transmission of share. V . The right of members to transfer their shares shall be restricted as follows ;———-_ (a) A .share can be transferred by a member or other person entitled to transfer_on|y to a person approved by the Governor. (b) Subjects as aforesaid, the Board may, in its absolute and uncontrolled discretion, refuse to register any transfer of shares without any reason. Notice of. refusal to register transfer. \ If the Board refused to reg; star the transfer of any share it shall, within two months of the date on which the instrument of transfer is delivered to the Company, send to the transferee and the transferer notice of the refusal. Company not bound to recognise any interest in shares other than of the registered holders. Save as herein otherwise provided, the Board shall be entitled to treat the person whose name appears on the register of member as the holder of any

( 10 ) , shares, as the absolute owner thereof and accord-

ingly shall not (except as ordered by a Court of competent jurisdiction or as by law required) be bound to recognise any benami trust or equity or equitable contingent or other claim to or interest in such share on the part of any person whether or 'not it shall have express or implied notice thereof.

Execution of transfer.

22. The instrument of transfer of any share in the Com- pany shall. be executed both by the transferor and the transferce, in the form prescribed' in that behalf and the transferor shall be deemed to remain holder of the share until! the name of the transferee is entered in the ' Register of Members in respect thereof.

Form of transfer.

23. .Sheres in the Company shall be transferred in the manner and form prescribed under, the Rules" made under Section 108 of the Act.

Instrument of transfer to be left at office and

evidence of title to be given.

24. Every instrument of transfer shall be left at the registered office of the Company for registration, accompanied by the certi ficate of the shares to be transferred, and such evidence as the Company may require to prove the titie of the transferor, or his right fo transfer the shares. All instrument of transfer which t,he Board may decline to register shall, on demand be returned to 'the person depositing the

same. Board's right to refuse registration.

25. The Board shall have the same right to refuse to register a person entitled to the transfer by operation of law to any shares of his nominee, as if were the

I',

•

22. 23. 24. 25. ( 10 ) shares, as the absolute owner thereof and accord- ingly shall not (except as ordered bya Court of competent jurisdiction or as by law required) be bound to recognise any benami trust or equity or equitable contingent or other claim to or interest in such share on the part of any person whether or not it shall have express or implied notice thereof. Execution of transfer. The instrument of transfer of any Share in the Com- pany shallbe executed both by the transfe'ror and the transferce, in the form prescribed‘in that behalf and the transferor shall be deemed to remain holder of the share untill the name of the transferee is entered in the ' Register of Members 'in respect thereof. ' ‘ Form of transfer. Shares in the Company shall be transferred in the manner and form prescribed under the Rules'made under Section 108 of the Act. Instrument of transfer to be left at office and evidence of title to -be given. Every instrument of transfer shall be left at the registered office of the Company for registration, accompanied by the certificate of the shares to be transferred, and such evidence as the Company may require to prove the titie of the transferor, or his right fo transfer the shares. All instrument of transfer which the Board may decline to regiSter shall, on ' demand be returned to the person depositing the same. ' Board's right to refuse registratiOn. The Board shall have the same right to refuse to register a person entitled to the transfer by operation of law to any shares of his nominee, as if were the 3??-

( 11 )

transferee named in an ordinary transfer presented for registratioh. Transmission by operation of law

26. Nothing contained in Article 21 shall prejudice any- power of the Board to -register as share holder any person to whom the right to any shares in the Company has been transmitted by operation of law.

Fee -o"nTransfer.

27. A fee not exceeding two rupees may be charged for_ each transfer and shalt accompany the instrument of transfer at the time of its delivery for registrgtian.

No transfer to minors, etc.

28. No shares shall in any circumstances, be transfe- rred to any minor, insolvent or person of unsound mind. The Company shall incur no liability or responsibility whatever in consquence of its regis- tering or giving' effect to any transfer of' shares made or purporting to be made by any apparent legal owner thereof (as. shown or appearing in the Register) to the prejudice of persons having' or claiming any equitable right, tile, or interest to or in the said shares; notwithstanding that the Company may have had notica ot such equitable right, title or interest .or notice prohibiting registration of such transfer and the Company shall not be bound or required to regard or attend to give effect to any notice which may be given to it of any equitable right, title- or Interest to be under any liability what soever tor refusing or n3glecting so to do. Suspention of Regisfration

29... The registration of transfers may be suspended at such times and for such periods as the Board may from time to time determine. Provided that such registration shall not be suspended for more than forty 'cive days in any year and thirty days at a time.

__—1\U;h‘ 26. (11 ) A transferee named in an ordinary transfer presented for registration. Transmission by operation of law Nothing contained in Article 21 shall prejudice any power of the Board toregister as share holder any person to whom the right to any shares in the Company has been transmitted by operation of law. Fee -on Transfer. 27. A fee not exceeding two rupees may be charged for . . ’28. y 29... each transfer and shall accompany the instrument of transfer at the time of its delivery fOr registrgtian. No transfer to minors, etc. No shares shall in any circumstances, be transfe- rred to any minor, insolvent or person of unsound mind. The Company shall incur no liability or responsibility whatever in consquence of its regis- tering or giving effect to any transfer of. shares made or purporting to be made by any apparent legal owner thereof (as .shown or appearing in the Register) to the prejudice of persons having or claiming any equitable right,‘ tile, or interest to or in the said shares} notwithstanding that the Company may have had notice of such equitable right, title or interest or notice prohibiting registration of such transfer and ,the Company shall not be bound or required to regard or attend to give effect to any notice which may be given to it of any equitable right,r title’ or interest to be under any liability what soevar for refusing or neglecting so to do. Su5pention of Registration The registration of transfers may be suspended at such times and for such periods as the Board may from time to time determine. Provided that such registration shall not be suspended for more than forty five days in any year and thirty days at a time.

( 12)

FORFEITURE OF SHARES

If a call or instalment not paid notice must be qiven ... 30, If a member fails to pay any call or instalment of a

call on the day appointed for payment thereof, the Board may at any -time thereafter during such time as any part of the call or instalment remains unpaid, serve a notice on him requirinq payment of so much of the call or instalment as is unpaid toge- ther with any interest which may have accrued. The member from whom the, same is due shall pay inte- rest thereon from the day appointed for the pay- ment thereof to the time of actual payment at ,five percent 'per' annum or at such lower rate, if any as the Board mav determine.

Form of notice.

31. The notice aforesaid shall; (a) name a further day (not being earlier than _-the expiry of fourteen days from the date of service of the notice) or before which the payment required by the notice is to be made; and,

(b) State that in the event of non-payment on 0 r before the day so named. the shares in respect of which the call was' made will he liable to be fore-

feited., -, In default of payment shares to be forfeited.

32. If the requirements of any such notice as aforesaid are not compiled with any share in respect of which the notice has been given may at any time hereafter before the payment required by the notice has been

'" .rnade, be forfeited by a resolution by the Board to that effect.

30, 31. 32. / (12) F ORFEITURE OF SHARES If a call or instalment not paid notice must be given. If a member fails to pay any call or instalment of a call on the day appointed for payment thereof, the Board may at any -time thereafter during such time as any part of, the call or instalment remains unpaid, serve a notice on him requiring payment of so much of the call or instalment as is unpaid toge- ther with any interest which may have accrued. The memberfrom whom the, same is due shall pay inte- rest thereon from the day appointed for the pay- ment thereof to the time of actual payment at .five ' percent 'per' annum or at such lower rate, if any as the Board may determine. ‘ Form of notice. The notice aforesaid shall; (a) name a further day (not being earlier than. the expiry of fourteen days from the date of service of the notice) or before which the payment required by the notice is to be made ; and, ' (b) State that in the event of non-payment on or before the day so named, the shares in respect of which the call was- made will be liable to be fore- feited. ' In default of payment shares to be forfeited. If the requirements of any such notice as aforesaid are not compiled with any share in respect of which the notice has been given may at any time hereafter before the payment required by the notice has been ,made, be forfeited by a resolution by the Board to that effect. ‘fl‘w ”A

•

( 13 )

Entry of forfeiture in register of members. Forfeited

share may be sold etc. Powers to annual forfei ture.

33. (a) When any share has been s'o forfeited, an entry of the forfeiture with the date thereof shall be made in the register of members.

(b) A forfeited share may be sold or otherwise dis- posed of on such terms and in such manner as the Board thinks fi~.l

(c) At any time before a sale or disposal as afore- said" the Board may cancel the forteiture on such - terms as it thinks fit. Shareholders till liable to pay money owing ,at time

of forfeiture &- interest. !€

34. A person whose shares have bean forefeited shall cease to be a member in respect of the forfeited shares but shall, notwith standing .the .-forfeiture, remain liable to pay to the Company all moneys

- which, at' the date of forfeiture, were' presently, payabe by him to the Company in respect of the shares. The liability of such persons shall cease if and when the Company shall have received pay- ment in full of all such moneys in respect of the shares.

Declaration of forfeiture.

35. (i)' A duly verified declaration in writing that the declarant is a Director, the Manager, or the Secretary of the Company, and that. a share in the Company has been duly forfeited on a date stated in the declaration, shall be conclusive evidence of the facts therein stated as against all person;" claiming to be entitled to the share.

(ii) The Company may receive the' Consideration, if any, given for the share on any sale or disposal .thereof and may execute a transfer of 'the share in

, .

, ( 13 ) .. Entry of forfeiture in register of members. Forfeited share may be sold etc. Powers to annual forfeiture. 33. (a) When any share has been so forfeited, an entry of the forfeiture with the date thereof shall be made . in the register of members. (b) A forfeited share may be sold or otherwise dis- posed of on such terms and in such manner as the Board thinks fie:- (c) At anytime before a sale or diSposal as afore- said,»the Board may cancel the fortefture on such ‘ terms as it thinks fit. Shareholders till liable to pay money owing at time of forfeiture 8 interest. A it 34. A person whose shares have been forefeited shall cease to be a member in respect of the forfeited shares but shall, notwith standing .the "forfeiture, remain liable to pay to the Company all moneys ' which, at the date of forfeiture, were‘ presently payabe by him to the Company in respect of the shares. The liability of such persons shall cease if and when the Company shall have received pay- ment in full of all such moneys in respect of the shares. Declaration of forfeiture. 35. (i) A duly verified declaration in writing that the declarant is a Director, the Manager, or the Secretary of the Company, and theta share in the Company has been duly forfeited on a date stated in the declaration, shall be conclusive evidence of the facts therein stated as against all person ;, claiming to be entitled to the share. (ii) The Company may receive the‘Consideration, if any, given for the share on any sale or disposal thereof and may execute a transfer of the share in

",I

( 14)

favour of the person to wh om the share in favour of the person to whom the share is sold or dispose of.

(iii) The transferee-shall thereupon be. registered as the holder of the 'share,

(iv) The transferee shall not 'be bound to se~ the application of the purchase money, if .anv, nor shall his title to the share be effected by any irregularity or invalidity in the proceedings in reference to the forfei tura sale or disposal of the shares. Provisions regarding forfeiture to .apply ,in the case

of nonpayment of sums payable at a fixed time..

36. The provisions of these Articles as to forfeiture shall apply in the case of non-payment of some which, by the terms of issue of a share, become; payable at a fixed time, whether on account of thenominal value of the share or by way of premium as if. the same had been payable by virtue of a call duly made add notified.

ALTERATION OF CAPITAL

Power to increase Capital,.

37. Subject to..the approval of the Governor, the Directors may, with the sanction of the Company in general meeting by an ordinary resolution increase the share capital by the creation of new shares of such amount as the resolution shall prescribe. On what condition new shares may be issued.

38. Subject to such directions as may be issued by the Governor in this behalf. and subject to the provisions of section 88 of the Act, new shares shall.be issued upon such rights and previlagas annexed thereto

36. 37. 38. ( 14) favour of the person to whom the share in favour of the person to whom the share is sold or dispose of. (iii) The transferee‘ shall thereupon be registered as the holder of the 'share. (iv) The transferee shall not be bound to see the application of the purchase money, ifany, nor shall his title to the share be effected by any irregularity or invalidity in the proceedings in reference to the forfeiture sale or disposal of the shares Provisions regarding forfeiture to apply in the case of nonpayment of sums payable at a fixed time. The provisions of these Articles as to torfeiture shall apply in the case of non-payment of spmewhich, by the terms of issue of a share, becomes payable at a fixed time, whether on account of the nominal value of the Share Or by way of premium as if. the same had been payable by virtue of a call duly-l made add notified. ALTERATION OF CAPITAL Power to increase Capital. Subject to,the approval of the Governor, the Directors may, with the sanction of the Company in general meeting by an ordinary resolution increase the share capital by the creation of new shares of such amount as the resolution shall prescribe. On what condition new shares may be issued. Subject to such directions as may be issued by the Governor in this behalf. and subject to the provisions of section 88 of the Act, new shares shallbe issued upon such rights and previlagas annexed thereto ' ,..,.,V ; .2! Jam»: a... .mw-«u..m, JMQIVIMM mur.

( 15 )

as the general meeting resolving upon the creation thereof shall direct and if no direction be given as the Directors shall determine. New shares to be offered to members.

39. The new shares shall be at the disposal of the Board and may be allotted by them in such manner as may be,' thouqh fit, 'subject. to . the directions given' by the. Governor in that behalf .. Hoyv fa'\. news~ares to raQk with share!:? in original

capital. . ~'.

40. Except 'so far as otherwise provided by the conditions of issue, or by these Articles, any capital raised by

. . . ... '. , the creation of new shares shall be considered part of the oriqina! capital arid shall ,be subject to the provisions herein, contained ,with ref erence to the payment of calls and Instalrnents. transfer and transmission, .forfeiture, lien, .votin~i. surren'der and otherwise. Reduction of capital.----------~-------

41. Subject to the provisions of Sections 1,00 to 104 of . the Act and to such directions as may issued by the Governor in this behalf, the Company may, from time to .tirne by_special resolution, reduce its share

'capital (including the Capitai Redemption Reserve' Fund if any) in 'any way' authorised bvIaw and in particular may pay off any paid-up -share. capital upon the footing that it may be called up again or otherwise and may, i'f and - so' far as is necessary, alter its Memorandum t>y reducing the amount of its share capital and ~f its' shares ac cordinolv. Consolidation division and" subdivision of shares .

... - '..1

42. Subjects to the .approvaJ of the Governor, the com- pany in general meeting may alter the conditions of its Memorandum as follows

( 15) as the general meeting resolving upon the creation thereof shall diredt and if no direction be given as the Directors shall determine. New shares to be offered to members. The new shares .shall ‘be at the disposal (of the Board and may be allotted by them in such manner as may be. though fit, subject to . the directions given‘ by the. Gov'ernOr in that behalf.. , . 7 How fag newShares to rank With sharesin original capital. Except so far as otherWise provided by the conditions of issue, or by these Articles, any capital raised by the creation of new shares shall be considered part of the original capital‘and Shall be subject to' the provisions herein contained .with ref erence to the payment .of .calls and, "instalments, transfer and transmission, forfeiture, lien, 'votiﬁg. surrender and otherwise. Reduction of capital. Subject to the provisions of Sections 'l_00‘ to 104 of the Act and to such directions as may issued by the Governor in this behalf, the Company may, from time to time by_special resolution, reduce its share ‘ capital (including the Capitai Redemption Reserve Fund if any') in ’any way authorised by law and in particular may pay off any paid—up share. capital upon "the footing that it may be called up again or othefwise and may, if and 50‘ far as isr'necessary, alter its Memorandum by reducing the amount of its share capital and of its shares accordingly. Consolidation division ”and“. sub division of shares. Subjects to the approval of the Governor, the com- pany in general meeting may alter the conditions of its Memorandum as follows :—

r .

~.. ( 16 )

(a) Consolidate and devide all or any of its share capital into shares of larger amounts than its existing shares.

Division of shares. --,

r ,',' ,

(b) Sub-devide shares or any of them into shares of smaller amounts than originally fixed by the Memorandum subject nevertheless to the provisions of the Act and of these Articles. The resolution by which any shares,are subdivided may determine that as between the holders of the shares resulting from such subdivision, one or more of such shares may be given any advantages or otherwise over the others or any other such shares: (c) Cancel shares which at the date of such general. meeting have not been taken or agreed to be taken by any person and diminish the amount of its share capital by the amount of its share capital by the amount of the shares. so cancelled.

I r j

. .

MODIFICATION OF CLASS RIGHTS \.

Power to modify

43.. If, at anv time the capital of the company by reason . of the issue of preference shares or otherwise, is .

devidedinto different classes of shares, all or any of the rights and priviJage attached to each class may, subject to the provisions of Sections 106 and. 107 of the Act, be modified abrogated or dealt with by agreement between the Company and any person purporting to contract on behalf of that class, pro- vided such agreement is (a) ratified in writi ng by the holders of at least three fourths of the nominal value of the issued shares of that class or (b) confirmed by special resolution passed at a separate

43; ( 16) . (a) Consolidate and devide all or any of its share capital into shares of larger amounts than its existing shares. Division of shares. (b) Sub—devide shares or any of them into shares of smaller amounts than originally fixed by the Memorandum subject nevertheless to the provisions ' of the Act and of these Articles. The resolution by which any shares are subdivided may determine that as between the holders of the shares resulting from such subdivision, one or more of such shares may be given any advantages or otherwise over the - others or any other such shares; (0) Cancel shares which. at the date of such general. meeting have not been taken or agreed to be taken by any person and diminish the amount of its share capital by the amount ofvits share capital by the amount or the shares Qso cancelled. I MODIFICATION OF CLASS RIGHTS Power to modify If, at any time the capital of the company by reason of the issue of preference shares or otherwise, is devided into different classes of shares, all or any of the rights and privilage attached to each class may, subject to the provisions of Sections 106 and. 107 of the Act, be modified abrogated or dealt with by agreement between the Company and any person purporting to contract on behalf of that class, pro- vided such agreement is (a) ratified in writing by the holders of at least three fourths of the nominal value of the "issued shares of that class or (b) confirmed by special resolution passed at a separate *

( 17 ) general meeting supported by votes of. at-least,. three fourths of the holders ofshares of that class and all the provisions hereinafter contained as to general meeting shall mutatis mutandis apply to every such meeting, execpt that the quorum there- of shall be members holding or representing by proxy one fifth of the nominal amount of the issued shares of that class.

BORROWING POWERS

are ng

es e s

~y bt, tn y 44.

\ \

4.5.

i I, \ \

\ ' \ \ \

\ 46.

\ \ \ \ \ I \ \

Powe r to borrow

Subject to the approval of the Governor and sub- ·ject to the provisions 'of the' Act the Board may, from tirne jc time, borrow and/or secure the pay- ment of any some or sums of moneys for the pur- poses of the ,Company~·-by means of a resolution•.... passed at a meeting' of the Board. Conditions on which money may be borrowed.

The Board may, subject to the approval of the Gov- ~ ernor, raise 'or secure the payment or repayment of of such sum or sums in such manner and upon such terms and conditions in all respects as-'it thinks fit and in, particular I by the issue of bonds, perpetual or redeemabla debentures, or, debenture stock or any mortgage I charge or other security on the under- taking of the 'whole or any part of the property of- the Company. (both present and future including its uncalled capital for the time. being.

Securities may be made assig'nable free from equities.

Debentures, debenture stock or other securities may be made assignable free from any equities between- the Company and person' to whom the. same may be issued.

Issue of debentures, etc at discount or with special

privileges.

are ng l l 44. 45. 46. ( 17 ) general meeting supported by votes of. at‘least three, fourths of the holders ofshares of that class and all the provisions hereinafter contained as to general meeting shall mutatis mutandis apply to every such meeting, execpt that the quorum there- of shall be members holding or representing by proxy one fifth of the nominal amount of the issued shares of that class. BORROWING POWERS Power to borrow Subjectto the approval of the Governor and sub-7 -ject to the provisions of the-Act the Board may, from. time )0 time, borrowahd/or secure the pay- ment of any some or sums of moneys for the pur- poses of the Companyfby' means of aresOlution passed a": a meeting of the Board. Conditions on which money may be borrowed. The Board may, subject to the approval of the Gov- ernor, raise 'or secure the payment or repayment of of such sum or sums in such manner and upon such terms and conditions in all respects as it thinks fit and inparticular, by the issue of bonds, perpetual or redeemable debentures ordebenture stock or any mortgage. _ charge or other security on‘ the under- taking of .the’whOle or any part of the property 9f- the Company, (both present and future including its uncalled capital for the time, being. ' Securities may be made assignable free from equities. Debentures, debenture stock or other securities may be made assignable free from any equities between . the Company and perSon'to whom the same may be issued. . . ' issue of debentures, etc at discount or with special privileges. . mi.

, J•

47. ( 18 )

Subject to the approval of the Governor and subject to Section 79 and 117 of the Act .. any debentures,

. debenture, stock, bonds or other securities may be issued at a discount, premium or otherwise and with any special pri vileges as to. redemption, surrender,

drawings and allotment -of shares.

Indemnity may be given . .'

48. If the Directors or any of them or any other person shall become personally liable for the payment of, any sum primarily due from the .C_ompa.oy, the Director may execute or cause to be executed any mortgage, charge or security. over or affecting the whole or any part of the assets of the Company by way of indemnity to secure the Directors or persons so becoming liable as aforesaid from any loss in respect of such liability .

• GENERAL MEETINGS

General meeting.

49. The Company shall in each year hold in addition to any other meeting one general meeting as its Annual General Meeting and shall specify the meeting as such in the notice calling it; and not more than fifteen months shall elapse between the date of one. , Annual General Meeting of the Company and that of the next. The first Annual Genera.l Meeting of the Company sh-all be' held within eighteen months from the date of its incorporation and thereafter subjects to the provisions of section 166 of the .'Act, the Annual General Meeting of the Company shall

be held within sioxmonths after the expiry of each

financial year. Every Annual General Meeting shall

be held during business hours on a day other than a public holiday either at the Registered Offi ce of

the Company or at some other place within the

(13) 47. Subject to the approval of the Governor and subject 48. 49. to Section 79 and 117 of the Act._any debentures. _ debenture, stock, bonds or other securities may be issued at a discount, premium or otherwise and with any Special privileges as to. redemption, surrender, drawings and allotment of shares. Indemnity may be given. .wu. If the Directors or any of them or any other person shall become personally liable for the payment of any sum primarily due from the Company, the Director may execute or cease to be executed any mortgage, charge or security over or affecting the whole or any part of the assets of the Company by way of indemnity to secure the Directors or persons so becoming liable as aforesaid from any loss in respect of such liability. GENERAL MEETINGS General meeting. The Company shall in each year hold in addition to any other meeting one general meeting as its Annual General Meeting and shall specify the meeting as such in the notice calling it; and not more than fifteen .months shall elapse between the date of one Annual General Meeting of the Company and that of’the next. The first Annual General Meeting of the Company shall be” held within eighteen months from the date of its incorporation and thereafter subjects to the provisions 'of section 166 of the , Act, the Annual General Meeting of the Company shall be held within six months after the expiry of each financial year. Every Annual General Meeting shall be held during business hours on a day other than a public holiday either at the Registered Office of the Company or at some other place within the 2'54

( 1.9)

City,town or village in which the Registered Office is situated.

Extra-ordinary.

.50. The above mentioned, General Meeting shall be called Annual General Meeting. All other General

. Meeting shall be called 'Extraordinary Meetings:

Board may call extra-ordin.ary meetings.

51. The Directors may whenever they think fit and shall I when so required 'by the Governor, call an extraor-. dinary generai' meeting.. ' , >

When extra:'ord"inarymeeting to be called.

52. Subject to the provisions of section 169 of the Act.-

(i) The Board shall, on the requisition of the holders of not .less than one-tenth of the paid up s hare capital of the Company upon which' all or other su~s' tha'n-"duehave ."been·~~i'd, forthwith- proceed to call an . extraordinary meeting of the Company..

(ii) The requisition must state the objects of the meeting and must be signed by the requisltionists and deposited at the Registered Office of the Company and may consist of several documents in like from each signed by one or more requisiti- onists. In' case of joint holders of shares, all such holders shall sing the requisition.

(iii) if the Board do not proceed duly within 21 days from the date of the deposit of the. requisition, the requisitionists or a majority of them in value may

'themselves call the meeting, but in either case any meeting so called shall be held within three months from the date of the doposit 'of the requisition.

(iv) Any meeting called unaer this Article by the requis.tionist shall be called in the same manner, as nearly as possible as that in which rneetinqs are to

(1.9) City,town or village in which‘the Registered Office is situated. . . * Extra-ordinary. 50. The above mentioned General Meeting shall be called Annual General Meeting. All other General - Meeting shall be called ’Extraordinary Meetings.’ Board may call extra-ordinary meetings. 51. The Directors may whenever they think fit and shall when so required by the Governor, Call an extraor-. dinary general ~meeting. When extraiordinary meeting to be called. 52. Subject to the provisions of section 169 of the Aetg- (i) The Board shall, on the requisition of the holders of nottless than one-tenth of the paid up share capital of the Company upon'which' all or other sums ~than~5"due have "been-paid, forthwith proceed to call an extraordinary meeting of the Company. . ' ‘ (ii) The requisitiOn must state the objects of the meeting and must be signed by the r'equisitionists Company and may consist of several documents in like from each signed by one or more requisiti- onists. ln‘caSe of joint holders of shares, all such holders shall sing the requisition. (iii) if the Board do not proceed duly within 21 days from the date of the deposit of the .requisition. the requisitionists or a majority of them in value may 1themselves Call the meeting, but in either case any meeting so called shall be held within three months from the date of the doposit 'of the requisition. (iv) Any meeting called under this Article by the requisitionist shall be called in the same manner, as nearly as possible as that in which meetings are to and deposited at the Registered Office of the.

( 20 ) be called by the Board.

(v). Any reasonable expenses incurred by the requi- sitionists by reason of the failure of the Board to convene a meeting shall be rapaid to the requisiti- onistsby the Company and any sum so rapaid should be retained by the Cornpany out of any sums due or becoming' due. from the Company by way of fees or other remuneration for their services to· such of -the Directors as were indefault.

Notice of rneetinq

53. (a) Twenty one (jays' notice at least of every general meeting, Annual or extra-ordinary an-d by

/ .

whomsoever called specifying the date hour and place of the meeting (any in case it is proposed to pass a special resolution the intention to propose : such

_resolution as a special resolution shall be given to the. persons entitled under and in the' manner pro- vided by the Articles.

Shorter notice

(b) Subjects to the provisions of Section 171 (2) of the Act, a general meeting may be convened by shorter notice, than 21 days. Omission to give notice.

54. An accidental omission to give notice to or to non- receipt thereof by any member shall not invalidate any res<?lutionpassed at any such meeting. Quorum

55. Two members present in person of whom one shall be a representative of the Governor, shall be a quorum for a general meeting. Business of annual general meeting

56. The business of an annual general meeting shall 8e to receive and consider the profit any loss

53. .54. 55. 56. W“ ,~" ‘7 ( 20 ) be called by the Board. (v). Any reasonable expenses incurred by the requi- sitionists by reason of the failure of the Board to convene a meeting shall be repaid to the requisiti- onistsby the: Company and any sum so rapaid should be retained by the Company out of any sums due or be’comingdue‘from the Company by way of fees or other remuneration for their'services tosuch of the Directors as were indefault. _ Notice of meeting ._—_..~ -'..-v-.‘- » (a) Twenty one days' notice at least of every general meeting, Annual or extra-ordinary and by whomsoever called specifying the date hour and place of the meeting (any in case it is proposed to pass a special resolution the intention to propose‘ such a resolution as a special resolution shall be given to the. persons entitled under and in the'manner pro- vided by the Articles. . Shorter notice (b) Subjects to the provisions of Section 171 (2) of the Act, a general meeting may be convened by. shorter notice than 21 days. Omission to give notice. An accidental omission to give notice to or to non— receipt thereof by any member shall not invalidate any resolution passed at any such meeting. Quorum ‘ Two members present in person of whom one shall be a representative of the Governor, shall be a quorum for a general meeting. Business of annual general meeting The business of an annual general meeting [shall be to receive and consider the profit any loss

( 21) account, the ballance sheet, and the report of the Directors and of the Auditors, to declare dividends' and to transact any other, business which under these' Articles, ought to be transacted at an annual/ general meeting.

All other .business transacted at an annual general , meeting 'and all business transacted at an extra-or-

dinary meeting, shall be deemed special.

Right to "Governor to appoint any person as his

\ ,~ j'

\. \

57. (i) The Governor so long as he is a share holder of the Company' may from ,time to time appoint one or more persons (who need not be a member or members of the Company) to represent him at all or any meeting, of the Company.

(ii) Anyone of the persons appointed under clause, (t) of this Article who is personally present at the, meeting shall be ' deemed to 'be a member entitled '> to vote and be present in person and shall be entitled to represent the Governor, at all or any such meetings and to vote on his behalf whether on a show of hands or on a poll.

(iii) The Governor may from time' to time, cancel, any appolntrnent made .under clause (i) of. this Article and make fresh appointments. '

(iv) To production at the meeting of an order of the Governor evidenced as provided in the consti-

, tution of India shall be accepted shall be the Company as sufficient' evidence of any such appointment or,

, cancellation as aforesaid.

(v) Any person appointed py the Governo r under this Article may, if so authorised by such order, appoint a proxy whether specially or generally.

\ l

representative. '

s (21») account, the ballance sheet, and the report of the ‘ Directors and of the Auditors, to declare dividends and to transact any other business which “under these‘ Articles _ ought to be transacted at an annual ”_ general meeting. All other business transacted at an. annual general ‘ meeting and all business transacted at an extra-or- dinary meeting, shall be deemed special. Right to "GOVernor to appoint any person as his representative. ' (i) The Governor so long as he is a share holder ‘ of the Company may from time to time appoint one or more persons (who need net be a member or members. of the Company) to represent him at all or any meeting of the Company. (ii) Any one'of the persons appointed under clause (i) of this Article who is personally present at the meeting "shall be ‘ deemed to -be a member entitled V to vote and be present in person and shall be entitled to represent the. Governor at all or any such meetings and to vote on his behalf whether ona ’show of hands or on a poll. ’ (iii) The Governor may from time'to time, cancel. any appointment made \under clause (i) of . this Article and make fresh appoihtmentsﬁ (iv) To production at the meeting of an order of the Governor evidenced as provided in the consti- tution of lndiai shall be accepted shall be the Company as sufficient evidence of any such appointment or. cancellation as aforesaid. (v) Any person appointed by the Governor under this Article may, if so authorised by such order, appoint a proxy whether specially or generally.

( 22 ) Chairman 'of general, meeting

58. The Chairman of the Board of Directors shalt be' entitled to take the chair at every general meeting. If there is no such Chairman or if at any meeting he shall riot be present within fifteen minutes after ,the time, appointed for holding such meeting or is _unwilling to act as Chairman, then the Directors present-may choose a Chairman and in default of their doing so, the members present shall choose another Director as Chairman and if' no Director shall be present and if all the Directors present <jecJine to take the Chair, than the members present shall choose one of their members to ~e Chairrnan.

When if Guorum not present meeting to 'be dissolved' .

,I j' and when to be adjourned

, 59. If within thirty minutes from the time appoint~ for

holding the meeting a quorum is not present, the meeting, if called on the requisition of the members as aforesaid shall be dissolved, but in any other case stand adjourned to the same day, in the next week at the same time and place or to such' other .dav, time and place as the Board may, by notice to the Share holders appoint. If at such adjourned meeting a quorum be not present, those members present shall be a quorum and may transact the business for which the rneetnq was called.

Power to adjourn general meeting. I

60. The Chairman of a General Meeting may, with the. consent of the' meeting, adjourn the same from time to time and from place to place but not business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from whichgthe adjourment took place.

58. * . . (22) ' . Chairman of general meeting 59. The Chairman of the Board of Directors shall be ' entitled to take the chair at every general meeting. If there is no such Chairman or if. at any meeting he shall not be present within fifteen minutes after the time appointed for holding such meeting or. is tunwilling to act as Chairman, then the Directors present may choose a Chairman and. in default of their doing so, the members present shall choose another Director as Chairman and if‘ no Director shall be present and if all the Directors present decline to take the Chair, than the members present shall choose one of their members to be Chairman. When if Quorum not present meeting to‘be dissolved‘ and when to be adjourned If within thirty minutes from the time 'appointed for holding the meeting a quorum is not present, the meeting, if called on the requisition of the members as aforesaid shall be- dissolvedbut in any other case stand adjourned to the same day, in the next week at the same time and place or to such. other day, time and place as the Board may, by notice to the Share holders appoint. If at such adjourned meeting a quorum be not present, those members present shall be a quorum and may transact the business for which the meet’ng was called. Power to adjourn general meeting . The Chairman of a General Meeting may, with the. consent of the'meeting, adjourn the same from time to time and from place to place but not business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which;the adjourment took place. .{i g

)

•

( 23 ).

When is to be evidence of the passin;) of a resolution

where poll not demanded:

61. At any general meeting a resolution put to vote of the rneetinq shall .·~e decided on a show of hands, unless a poll is, before 'or on the declaration of the result of the show of hand, demanded by a members present in person or proxy or by duly authorised representative and unless a poll is so demanded, a declaration by the Chairman that resolution has, on a show of hands been carried unanimously er by a

. particular majority or lost, and an entry to that effect in the Book of proceedings of the Company shall ba conclusive evidence of the fact, without proof of the number or proportion of the votes recorded in favour of or against -th at resolution. By whom poll may be demanded.

62. ·If a poll is duly demanded as aforesaid; it shall be taken in such a manner and at such time and place as the Chairman of the meeting shall direct and

"'-either at once or after an interval or adjournment and the result of the poll' sh all be deemed to "be the resolution of the meeting at which the poll was demanded. The demand of poll may be witdhrawn How questions to be decided at meetings.

63. Every question submitted to a meeting shall be decided in the 'first instance bya show of hands. an

• in the case of any equality of v,~s the chairrl]a~·'· shall, both on a show of hands, and at a PQ . (if

'Y . any), have a casting vote in addition to h~ own ~:;~, vote to which he may be entitled as a memb~;f. .• In what cases poll-taken with out anjournmert: .,._ ../?

64. Any poll duly demanded on the election of a chafF.tV'~ man of a meeting or any question of adjournment .r- ~ shall be taken forthwith at the meeting and without adjournment:

61. 62. 63. 64. ( 23 )‘ When is to be evidence of the passing of a resolution where poll not demanded; At any general meeting a resolution put to vote of the meeting shall he decided on a show of hands, unless a poll is, before’or on the declaration of the . result of the show of hand, demanded by a members present in person or proxy or by duly authorised . representative and unless a poll is so demanded, a declaration by the Chairman that resolution has, on a Show of hands been carried unanimously er by a particular majority or lost, and an entry to that effect ih the Book of proceedings of the Company shall be conclusive evidence of the fact, without proof of the number or proportion 'of the votes recorded in favour of or against that resolution. By whom poll may be demanded. 'If a poll is'duly demanded as aforesaid; it shall be taken. in such a manner and at such time and place as the Chairman of the meeting shall direct and either at once-or after an interval or adjournment and the result of the poll'shall be deemed to ‘be the resolution of the meeting at which the poll was demanded. The demand of poll may be witdhrawn How questions to be decided at meetings. Every question submitted toa meeting shall be vi!- West decided in the “first instance by’a show of hands. an. in the case of any equality of votes the chairman” shall, both on a show of hands, and at a p9 _v=f(if any), have a casting vote in addition to hislmwn vote to which he may be entitled as a membé‘f. In what cases poll taken with out anjournme‘ht. shall be taken forthwith at the meeting and without adjournment. as}! Any poll duly demanded on the election of a Chaiiﬁ.Ki ' man of a meeting or. any question of adjournment 1.4 b ; Hwme .- gal

, I

ii j I I ! " I ";

", :,1 " ' I, "

65.

( 24 ) ,Business may proceed not withstanding demand for

poll. - The demand for a poll shall not prevent the con ti- nuance 'Of a ' meeting for 'the transaction of any business other than the question on which poll has 'been-demanded. ' ,

Chairman's decisions conclusive. ~. '. .

, 66. The Chairman of any 'meeting shall be' the sole ju.dge of the validity of every vote tendered at such meetinq, ,The Chairman present at the taking of a poll shall-bejhe sole judge of the validity of evetv vote tendered at such. poll., ~ ,

VOTES OF MEMBERS

Votes.

67. Upon a show of hand, every member present in per- son shall have ,one vote and upon a poll every member present in person or by a proxy or by duly

, authorised representative shall have one vote for every share held by him.

No voting of proxy on show of hands.

68. No member 'not personally present shall be entitled to vote on, a show of hands.

Instrument appointing proxy to be writing.

69. t The instrument appointing a proxy shall be in wri- ',li~g under the' hand of the appointer or of his I

attorney or if such appointor is a Company or Cor- poration. under its common seal or under the hand of a person duly authorised by such' Company or Corporation In that behalf, or -under the hand of his

attorney who mav be the appointer.

(24) 'Business may proceed not withstanding demand for poll. . 'The'demand for a poll shall not prevent the conti- nuance of a' meeting for ’the transaction of any business other than the question on which poll has 'been demanded. ' Chairman's decisions conclusive. The Chairman of any meeting shall be the sole judge of the validity of every vote tendered at such meeting The Chairman present at the taking. of a poll shall be the sole judge cf the validity of every vote tendered at such po'll._ VOTES OF MEMBERS - Votes. Upon a show of hand, every member present in per- son shall have one vote and upon a poll every member present in person or by a proxy or by duly authorised representative 'shall haveione vote for every share held by him. ‘ ‘ No'voting of proxy on show of hands. No member fnot personally presentshall be entitled to vote on. a show of hands. instrument appointing proxy to be writing. The instrument appointing a proxy shall be in wri- fting under the hand of the appointer or of his attorney or if such appointer is a Company or Cor- poration. under its common seal or under the hand of a person duly authorised by such‘Company or Corporation In that behalf,- or under the hand of his attorney who may be the appointer. i330

( 25 ) Deposit of instrument of appointment an office.

70. The instrument appointing a proxy and the 'power of attorney or other authority tif any) under whrch it is signed, or a notarially certified copy of that power or authority shall be deposited at the Regis~-. tered Office of the Company not less then forty eight hours before the time for holding the meeting at which the person named in the instruments proposes to vote, or in the case of poll not less then twenty four hours before the time appointed for the poll, and if default the instrument of proxy shall not be treated as valid.

Form of Proxy.

71. An instrument appointing a.prozy shall be in either of the forms in Schedule IX of the Act or a form as near, thereto as circumstances admit.

When vote by proxy valid through authority"evo :ad

and validity of vote.

72. A vote given in accordance with the terms of an instrument of proxy shall be valid notwithstanding the previous death of the principal or recovation of the proxy or . any power of attorney under which such proxy was singed or the transfer of the share in respect of which the vote is given provided that no intimation in writing of the death, recovation or transfer shall have been received at the office of the Company before the meeting.

Time for objection to votes.

73. No objections shall be made to the validity of any votes, except at the meeting or poll at which such votes shall be tendered, and every vote whether given personally or by proxy, not disallowed at such meeting or poll whatsoever. 1

(25) Deposit of instrument of appointment an office. a The instrument appointing a proxy and the-'powel' ' of attorney or other authority “(if any) under which it is signed, or a notariaily certified copy 'of‘that power or authority shall be deposited at the Regisi‘. tered Office of the Company not less then forty eight hours before the time for holding the meeting at which the person named in the instruments proposes to vote, or in the case of poll not less then twenty four hours before the time appointed for the poll, and if default the instrument of proxy shall not be treated as valid. Form of Proxy. An instrument appointing a prozy shall be in either of the forms in Schedule IX of the Act or a form as near thereto as circumstanées admit. ‘ When vote by proxy valid through authority «evolved and validity of vote. “h..- A vote given in accordance with the terms of an instrument of proxy shall be valid notwithstanding _ the previous death of the principal or recovation of the proxy or any power of attorney under which such proxy was singed or the transfer of the share in respect of which the vote is given provided that no intimation in writing of the death, recovation or transfer shall have been received at the office of the Company before the meeting. ' Time for objection to votes. No objections shall be made to the validity of any votes, except at the meeting or poll at which such votes shall be tendered, and every vote whether given personally or by proxy, not disallowed at such meeting or poll whatsoever.

, (26)

BOARD OF DIRECTORS I

• I i I Numbers of directors.

The Governor shall, from time to time, determine the number of Directors of the Company which shall not be less than two but not more than twelve. The Director shall not be required to hold any quali- fying shares. The first Directors of the Corporation are ;-

74.

/, Ii

Ii Ii I II l I! I

1. Shri S. K. GHOSAL, Commissioner-cum-Secretary, Department of Industries etc., Government of Tripura,. Agarta!a.

2. Shri B. B. DEBROY, Secretary. Department of Finance etc.,

,.Government of Tripura, Agartala,

Appointment of Chairman, Managing-Director and

\. I _j

other Directors.

75. (1) The Governor shall have the right to appoint the Directors including those, not exceeding three, to be nominated by the Government of India on that Government's subscription of shares at least equivalent to the subscription of shares by the G••.overnment of Tripura. (2) The Governor may appoint one of the Director as the Chairman and another as the Managing Dire- ctor either for a fixed term or without any limitation asto the period for which he is to hold office.

(3) The Chairman, the Managing Director and other Directors shall be paid such salary and/or allowances

..,

."" -

‘ 74. a" 75. ‘(26) BOARD OF DIRECTORS Numbers of directors. The Governor shall, from time to time, determine the number of Directors of the Company which shall not be less than two but not more than twelve. The Director shall not be required. to hold any quali- fying shares. The first Directors of the Corporation are :— 1. Shri S. .K. GHOSAL, Commissioner-cum-Secretary, Department of Industries etc., ' Government of Tripura,. Agartala. 2. Shri B. B. DEBROY, Secretary, Department of Finance etc., "Government of Tripura. Agartala, Appointment 'of Chairman, Managing-Director'and other Directors. (1). The Governor shall have the right to appoint the Directors including those, not exceeding three, to be nominated by the Government of India on that Government's subscription of shares at least equivalent to the subscription of shares by the G‘ovemment of Tripura. (2) The Governor may appoint one of the Director _ as the Chairman and another as the Managing Dire- ctor either for a ﬁxed term or without any limitation asito the period for which he is to hold office. (3) The Chairman, the Managing Director and other Directors shall be paid such salary and/or ailowances

, him or them of otherwise ... Removal of Directors----.~.-~~--'-- (4) The Chairman, the Managing Director and other Directors appointed by the Governor shall hold office until removed by him and in the event of such removal or in the event of any vacancy in ,their offices either by resignation death or otherwise the Governor shall be entitled to appoint others as Chairman, Managing Director and Directors in their places,

(5) Every Director shall be paid a fee not exceeding Rs. 50'00 (Rupees fifty) for every meeting of Board of Directors attended by him besides actual travelling

expenses incurred by him in attending such rneetinqs,

Alternate Directors.

76. Subject to the approval of the Governor. the. Board of Directors of the Company may appoint an alter- nate Director to act for a Director (herein. after in this Article called the 'Original Director'), duing his absencefur a period of not less than three months from this state.. Such a appointment shall have effect, and such appointee while he holds office as an Alternate Director shall be entitled to notice of meetings of the Directers and to attend and to vote there at accordingly; but he shall not require any qualification and shall ipso facto vacate office if and when the Original Director'returns to the State, or because he so returns to this State, any provision for the automatatic re-appointment of the' retiring Director in default ot another appointment shall

( 27 ) as the Governor may from time to time determine. Subject to the provisions of Section 314 of the Act such reasonable remuneration as may be fixed by the Governor may be paid to any one or more of the Directors for extra or special services rendered by " him or them of otherwise. . Removal of Directors . '_aAar'.'-~ .- w (4) The Chairman, the Managing Director and other. Directors appointed by the Governor shall hold office until removed by him and in the event of such removal or in the event of any vacancy in their offices either by resignation death or otherwise the Governor shall be entitled to appoint others as Chairman, Managing Director and Directors in their places. ' ~ (5) Every Director shall be paid a fee not exceeding Rs. 5000 (Rupees fifty) for every meeting of Board of Directors attended by him besides actual travelling expenses incurred by him in attending such meetings. Alternate Directors. Subject to the approval of the Governor, the Board of Directors of the Cempany may appoint an alter- nate Director to act for a Director (herein after in this Article called the 'Qriginal Director’)‘ duing his absence for a period of not less than three months from this state. .Such a appointment shall have effect, and such appointee while he holds office as an Alternate Director shall be entitted to notice of , meetings of the Directers and to attend and to vote there at accordingly ; but he shall not require any qualification and shall ipso facto vacate office if and when the Original Director‘returns to the State, or because he so returns to this State, any provision for the automatatic re-appointment of the ' retiring Director in default of another appointment shall

( 28 )

apply to the Original and not to the Alternate Director.

DISQUALIF ICATION OF DIRECTORS

I • I I 77. A person shall not ba .capable of· being appointed

as Director of the Company 1t he suffers from any of the qualification enumerated in Sections, 274 of the Act. The offlce of a Director shall be vacated if any of the conditions set out in the .Section 283 of the Act comes to happen. This is without preju- dice to the right of the Governor to remove any Director without assigning anv reason whatsoever.

i I I I

PROCEEDINGS OF THE BOARD OF DIRECTORS

Meeting of Directors and quorum.

78. The Directors may meet together for the despatch of business, adjourn and otherwise regulate their meetings and' proceedings as they think fit and may determine the quorum in accordance with Section 287 of the Act, for the transaction of business.,

Director may summon meeting how 'question to be

decided.

79. ' A Director may and the Secretary. on requisition of a Director shall at any time convene a meeting of the Directers. Questions arising at any meeting shall

.:-=- be decided by majority of vote. The Chairman shall have a second or casting vote. A meeting of the Board shall be held at least once in every three calendar months.

Who is to preside at meeting of the Board.

80. Ail meetings of the Directors 'shall be presided over by the Chairman if present and if at any meeting the Chairman is not present, then a nd in that case the Directors shall chose one of the Directors then

77. 78. 79. ‘ 80. ( 28 ) apply to the Original and not to the Alternate Director. DISQUALIFICATION OF DIRECTORS A person shall not be capable of. being appointed as Director of the Company It he suffers frOm any of the qualification enumerated in Sections, 274 of the Act. The office of a Director shall be. vacated if any of the conditions set out in the.Section 283 of the Act comes to happen. This is without preju- dice to the right of the Governor to remove any Director without assigning any reason whatsoever. PROCEEDINGS OF THE BOARD OF DIRECTORS Meeting of Directors and quorum. The Directors may meet together for the despatch of business, adjourn and otherwise regulate their meetings and' proceedings as they think fit and may determine the quorum in accordance with Section. 287 of the Act, for the transaction of business. Director may summon meeting how 'question to be decided. A Director may and the Secretary. on requisition of a DirectOr shall at any time convene a meeting of the Directers. Questions arising at any meeting shall ‘ be decided by majority of vote. The Chairman shall have a second or casting vote. A meeting of the. Board shall be held at least once in every three calendar months. Who is to preside at meeting of the Board. All meetings of the Directors 'shall be presided over by the Chairman if present and if at any meeting the Chairman is not present. then and in that case the Directors shall chose one of the Directors then g ”in. W.” . . ...a.ﬂ

( 29 )

present to preside at the meeting.

Powers of quorum;

8-1. A meeting of the Directors for the time being at which a' quorum is present shall be competent to exercise all or any of the authorities, powes and dis- cretion by or under the Articles of the Company fo r the time being vestedin or exercisable by the Directors generally.

Deleqation of powers to Commt~~ee~.

82. Subject to the provisions of Section 292 of t~e Act, the Directors 'may delegate any of . their powers to' Comrnittee.conslstlnq-ot such member of members of their body as they th ink fit and may, from time to time, revoke such delegation. Any Committee so formed "shall, iri the exercise of the powers so delegated, conform to any regulations that may, from time to time be imposed upon it by the Directors The proceedings of such Committee shall be placed before the Board of Dlrectora.as its next meeting.

Resolution without Board meeting valid.' .

, 8.3: Subject to the provision of Section 289 of the Act. a resolution in writinq circulated among all the Directors and consented to by the majority in writing shall be as and effectual as if it had been passedat.. . a meeting of the Directors duly called and. . constitued.

When Act of D'irectors or Committees valid not with-

<,standin~ defe_ctlve.appointment, etc.

84. All acts done by any, meeting of the- Directors, or of a Committee of Di rectors, or by any person acting as a Director shall, notwithstanding, that it be after- wards. discovered that there was some. defect in the appointment of such Directors or persons acting as aforesaid.or that they or any of them were disqualified

. ( 29 ) present to preside at the meeting. Powers of quorum. ' 81. A meeting of the Directors for the time being at which a .quorum is present shall be competent to exercise all or any of the authorities, powes and dis-- cretion' by or under the Articles of the Company for the time being vestedin or exercisable by the Directors ' generally. . . Delegation of powers to Committees, _ 82; Subject to the provisions of Section 292 of the Act, ' the Directors 'may delegate any of their powers to‘ Committeezconsisting-of such member of members of» their body as they think fit and may, from time to time, revoke such delegation. Any Committee so formed «shall, in the exercise of the powers so delegated, conform to any regulations that may, from time to time be imposed upon it by the Directors The proceedings of such Committee shall be placed . before the Board of Directors,_,,as its next meeting. Resolution without Board meeting valid.‘ , 8.3: Subject to the provision of Section 289 of the Act. a resolution in writing circulated among all the Directors and consented to by the majority in writing shall be as and effectual as if it had been passed at . a meeting. of the Directors duly called and ' constitued. When Act of Directors or Committees valid not with- l :1 standing defective appointment,“ etc. , V ; 84. All acts done by any. meeting of the Directors, or of a Committee of Directors, or by any person acting as a Director shall, notwithstanding that it be after- wards discovered that there was SOme defect in the appointment of such Directors or persons acting as aforesaid. or that they or any of them were disqualified

(6) To appoint any person or persons (whether incorporated or not) to .accept and hold in trust for the Company any property belonging to the Com- pany or in which it is interest or for any, other purposes, and "execute and do. all such deeds and things as may be .requisite in relation to any such trust, and to provide for the remuneration of such trustee or trustees. '

To bring and de fend action, etc.

(7) To, institute, conduct, defend, compound or abandon any .leqal proceedings hv or against the Company or its officers or otherwise concerning the aff iars of the Company and-also to compound and allow time for payment or .satisfaction of any claims or demand by or against the Company.

To refer to arb.itration.

(8) To refer any claims or demands by or aqainst the Company to arbitration and observe and perform 1 the awards. i

; I

I I ( 32 )

paid up or with such amount credited as paid up thereon' a's may,be agreed upon .. and any' such bonds, 'debentures 'or other securities as may be either specifically charged upon all or part of the property of the Company and its uncalled capital or not so charged.

To secure contracts by mortgage.

(5) Subject to the' provisons of Section 292 of the Act to secure the fulfilment of any contracts or enga- gemerHsentered into by the Company py mojtqaqe or charge' of all ~r any of the property of the Company and its unpaid capital for the time being or in such

other manner as they think tit,

To appoint trustees.

I II

i I

I h 1'-I ;,

" I· I

i I

\'\ '

( 32 ) paid up or with such amount credited as paid up thereon as may be agreed upon , and any such bonds, debentures or other securities as may be either specifically charged upon all or part of the property of the Company and its uncalled capital or not so charged. To secure contracts by mortgage. (5) Subject to the provisons of section 292 of the - Act to secure the fulfilment of any contracts or enga- gements entered into by the Company by mortgage or charge of all or any of the property of the Company and its unpaid capital for the time being or in such other manner as they think fIt, To appoint trustees. (6) To appoint any person or perSons (whether incorporated or not) to .accept and hold in trust for the Company any property belonging to the Com- pany or in which it is interest or for any other purposes, and ‘ execute and do all such deeds and things as may be requisite in relation to any such trust, and to provide for the remuneration of Such trustee or trustees. To bring and defend action, etc. (7) 'To institute, conduct, defend, compound or" abandon anylegal proceedings by or against the Company or its officers or otherwise concerning the affiars of the Company and-also to compound and allow time for payment orvsatisfaction of any claims or demand by or against the Company. To refer to arbitration. (8) To refer any claims or demands by or against the Company to arbitration and observe and perform the awards. .gﬂb- —’—~—4

} ( 33 )

To give receipts.

(9) To make and give rece.ipts releases and other discharges for moneys payable to the Company and for the claims and demands of the Company.

To a.uthorise acceptance, etc.

(10) To determine who shall be entitled to sigh on . the Company's behalf ..bills, notes, receipt, acceptances,

endorsements, cheques, dividends warrants, releases . contracts any other documents.

To invest money

(11) Subject to the provrsion of Section 292 of the Act to invest in the Reserve Bank of India or

\ '. ,

in such securities as may be approved by the Governor and deal with any 'of the m,oneys of the. Company upon such investments autherised by. the Memorandum of Association .of the Company (not being shares in the-Company) and in such manner

," .- as they think fit from time to time to varv.or realise such investments.

To give security by vv~Yof indemnity.

(12) To execute in the name and on behalf of the Company in favour of any Director or other person who may incur or be about 10 incur any' personal liability for the benefit of the Company su~h mor~ tagges of the Company's property (present and. future) as they think fit and any such rnortaqe may contain a power of sale and otherpowers covernents and provisions as shall be agreed on. To give persentage.

(13) Subject to the approval of the Governor, to give to any person employed by the Company a commission of the profits of any particular business transaction, or a share in the generat profits of the Company, and such commission' or share or profits

”—37— .1” “4-4. -— _ ( 33 ) 'To give receipts. M (9) To make and give receipts releases and other discharges for moneys payable to the Company and for the claims and demands of the Company. To authorise acceptance, etc. (10) To determine who shall be entitled to sign on the Company’ s behalf bills, notes, receipt, acceptances, endorsements, cheques, dividends warrants. releases contracts any other documents. To invest money (11) Subject to the provision of Section 292 of the Act to invest in the Reserve Bank of India or in such securities as may be approved by the Governor and deal with any of the moneys of the .7 Company Upon sUch investments aUthorised bythe Memorandum“ of Associatidn of the Company (not being shares In the Company) and in such manner as they think fit from time to time to vary\or realise such investments. To give security by Way of indemnity. (12) To execute in the name and on behalf of the Company in favour of .any Director or other person who may incur] or be about to incur _any'persona| liability for the benefit of the Company such mor- tagges of the Company’s property (present and. future) as they think fit and any such mortage may contain a power of sale and other‘ pOWers covements and provisions as shali be agreed on. To give persentage. _..._________________ (13) Subject to the approval of the Governor, to give to any person employed by the Company a commission of the profits of any particular business transaction, or a share in the generaf profits of the Company, and such commissionror share or profits wa'

I •

( 34 ) shall be treated as part of the working expenses of the Company.

To give Bonus.

(14) (a) To ,give, award or allow any 'bonus, pen- sion, gratuity or compensation to any employee of the Company or hi s widow, children, 9r dependent that may appear to the Director or proper, whether such employee, his, widow, children or dependants have' or have not a legal claim upon the Company.

To create Provident Fund.---------_./ (b) Before declaring any dividend and subject to the approval ot the Governor to set aside such portion of the' profits of the Company as they think fit, to form a fund to provide for' such pensions, gratuities

_or compensation or to create anv . provident or benefit -fund in such a manner as the Directors may deem fit.

To subscribe to charitable and other funds.

(15) To subscribe or otherwise to assist or to guarantee money to charitable, benevelent, religious scientific, 'national, public and any other institutions or objects, or for any exhibition.

To appoint officers, etc.

(16) . (a) To appoint and at their discretion, remove or suspend such managers, secretaries, officers, clerks. agents and servants, for permanent, temporary, or special services as they may, from time to time think fit, and to determine their powers and duties and to fix their salaries or emoluments and to require securities in such instances and to such amount as they think fit, provided that no appointment the mexirnum pay of which is more than Rs: 2, 250/-per mensurn shall' be made

(34) shall be treated as part of the working expenses of the Company. ' To give Bonus. (14) (a) To give, award or allow any “bonus, pen- sion, gratuity or compensation to any employee of the Company or his widow, children, or dependent that may appear to the Director or proper, whether such employee, his widow, children or dependants have ‘ or have not a legal claim upon the Company. To create Provident Fund. (b) Before declaring any dividend and subject to the approval of the Governor to set aside such portion of the‘profits of the Company as they think fit, to form a fund to provide for' such pensions, gratuities or compensation or to Create any provident or benefit ‘fund in such a manner as the Directors may deem fit. To subscribe to charitable and other funds. (15) To subscribe or otherwise to assist or to guarantee money to charitable, benevelent, religious scientific, ‘national, public and any other institutions or objects, or for any exhibition. To appoint officers. etc. (16) 4' (a) To appoint and at their discretion, remove or Su3pend such managers, secretaries, officers, clerks, agents and servants, for permanent, temporary, or special services as they may, from time to time think fit, and to determine their powers and duties and to fix their salaries or emoluments and to require securities in such instances and to such amount as they think fit, provided ’ that no appointment the meximum pay of which is more than Rs; 2, 250/-per mensum shall be made

....i

" \

( 35 ) without the prior approval of 'the Governor.

4;:':- •

(b) To appoint retired Government servants or suitable outsiders of good competence and experience upto a salary of Rs. 2,250)- (inclusive of pension in the case of Government Servants) and Ioreiqn technical' personnel without any ceiling on salary in broad

.conformity with. the policy of Government in this respect.

To appoint. attorney.

(17) From time to time and at any time to appoint an y person to be .the attorney or agent of the Company with such powers including power to sub- delegate and upon such terms as may be thought fit.

To execute mortgage.

on its(18) To execute mortgage and charge properties.

To make contracts, etc.

(19) (a) To enter into all such negotiations and contracts and rescind and vary all such contracts and execute and do all sue h acts, deeds and things in the name and on behalf of the Company, as they may consider expedien t fot or in relation to any of the matters afcresald or otherwise for the purposes- of the Company.'

(b) To form subsidiary Company or Companies, to' appoint advisers consultants or otherwise or to. coll- aborate with any Company; association or concerns for the benefit and interest of the Corporation.

Power of the Managing·Director.

8. Subject to the provisions of the Act, th~ Managing Director may be authorised to exercise such powers and .discretion in relation to the affairs of the Com- pany as are specifically delegated to bimby the Board .

.' .

( 35 ) without the prior approval of the dGﬂovernor. (b) To appoint retired Government servants or suitable outsiders, of good competence and experience upto a salary of Rs. 2,250 - (inclu‘sive of pension in the case of Government Servants) and foreign technical personnel without any ceiling on salary in bread conformity With the policy of Government in this respect. To appoint attorney. (17) From time to time and at any time to appoint any persion to be the attorney or agent of the Company with such powers including power to sub- delegate and upon such terms as may be thought fit. To execute mortgage. (18) 'To ‘execute‘mortgage and charge on its properties. ' ‘ . - To make contracts, etc. (19) (a) To enter into all such negotiations and ' contracts and rescind and vary all such contracts and execute and do all such acts, deeds and things. in the name and on behalf of the Company, as they. may consider expedient for or in relation to any of the matters aforesaid or otherwise for the purposes of the Company. (b) To form subsidiary Company or Companies, to. appoint advisers consultants or otherwise or to. coll- aborate With any Company; association or concerns for the benefit and interest of the Corporation. PoWer of the Managing Director. Subject to the provisionsvof the Act, the Managing Director may be authorised to exercise such powers and discretion in relation to the affairs of the Com- pany as are specifically delegated to himby the Board.

i I I I '

: 1 ! ~l

. I' ! ,It-I ,I

.11 .\

./ J

( 36 )

powers of the Chairman.

89. (a) The Chairman shall reserve for the approval of the Governor any proposals or decisions of the Board Directors in respect of any of the following matters namely :-

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

(b) Winding up of the Company. (c) Division of capital into different of shares.

(d) Any other matter which in the opinion of the

Chairman be of such importance as to be reserved for the approval of the Governor. No action shall be taken by the Company in respect of any proposal or decision of the Board of Directors reserved for the approval of the Governor as afore- said until approval to the same has been obtained.

90. Subject to such direction as from time to time, be issued by the Governor in this behalf the Directors may be recommending any dividend set apart out of the profits of the Company such sums as they think proper as a reserve fund, to meet contingencies or of equalising dividends or for special dividends or for repairing improving and rnaintaininq any of the propartv'of the Company, and for such other purposes as the Directors shall in their absolute discretion think conducive to the interests of the Company, and may invest the several sums so set apart in such investments, (other than shares of the Company), as,. they may think fit and may from time to time deal with and varys 'such investment and dispose of all or any part thereof for the benefit of the Company, and may divide the reserve funds or any part thereof in the business of the Com- pany and that without being bound to keep the same

— :._,4——”+5=" -: ~—?— 89. ( 36 ) powers of the Chairman. (a) The Chairman shall reserve for the approval of the Governor any proposals or decisions of- the Board Directors in respect of any of the following matters namely :- ' I ‘ (a) Sale, leaseor disposal otherwise of the whole . ‘ or substantially the whole of the undertaking of the ' 90. Company. '(b)' Winding up of the Company. 1 (0) Division of capital into different of shares. (.d) Any other matter which in the opinion of the Chairman be of such importance as to be reserved for the approval of‘the Governor. ~ No action shall be taken by the Company in respect of any proposal or decision of the-Board of Directors reserved [for the approval of the Governor as afore- said until approval to the Same has been obtained. Subject to such direction as from time to time, be issued by the Governor in this behalf the Directors may be recommending any dividend set apart out of the profits of the Company such sums as they think proper as a reserve fund, to meet contingencies ‘ or. of equalising dividendsor for special dividends or for repairing improving'and maintaining any of the proparty'of the Company, and for such other purposes as the Directors shall in their absolute discretion think conducive to the interests of the Company, and may invest the several sums so set i apart in such investments, (other than shares of the Company), as,_they may think fit and may from time to time deal with and varys 'such investment and dispose of all or any. part thereof for the benefit of the Company, and may divide the reserve funds or any part thereof in the business of the Com- pany and that without being bound to keep the same 7

( 37 )

separate from the other assets.

Capitalisation of. profits.-

91. The Company in general meeting may upon the recommendation of the Board resolve to - capitalise any part of the amount for the time being standing to the credit of any of- the .Cornpanv's reserve accounts. or to the .-:credit of the..profit- and.i loss account or otherwise available for .distribution:' > Dl\iidends..

92. The profits of the. Company available for payment of -dividends subject: to any special .riqhts relating thereto created or authorised to be created by those

\ presents and subject to Section 93qf the .Act and ~ subject to ,provisions of those presents as to the

-' reserve fund shall, with the approval of the Governor, be divisible among the members in proportion to the amount of capital held by them respectively.

. - / Capital paid up in abvance at interest not to' earn

dividends.

93. Where' capital is paid up in any shares in advance of calls -upon the footing that the same shall carry interest, such capital shall not, whilst carrying interest confer a riget to participate in profits.

Declaration of dividend.

94. The Company in general meeting declare a dividend to be paid to the members according to their rights and interest in the capital and may fix the time for payment, but no dividend shall exceed the amount recommended by the Directors.

Dividend out of profits only and not to carry interests.

95. No dividends shall be payable, otherwise than out of the profits of the year or other period of any

_other undistributed -profits of the Company .and no

91. 92,. A W i v! (37 ) separate from the other assets. Capitalisation of. profits.- The Company in general meeting may upon the recommendation of the Board resolve to capitalise any part of the amount for the time being standing to the credit of any ,Of- the Company's reserve accounts, or to the ,credit of the;.profittandx: loss account or otherWise available fordistributionb DiVidends. , a .The profits of the Company available'for payment ofvdividends subject: to any special .rights relating thereto created 'or authorised to be created by those presents and subject to Section 93 of the 'Act and subject to aproyisions of those presents as to the reserve fund shall, with the approval of the Governor, be divisible among the members in proportion to the amount iof capital held by them respectively. Capital paid ,up in abvance at interest not to earn . dividends. 93. 94. 95. Where capital is paid up in any shares in advance of calls iupon the footing that. the same shall carry interest, such capital shall not, whilst carrying interest confer a riget to participate in profits. Declaration of dividend. The Company in general meeting declare a dividend to be paid to the members according to their rights and interest in the capital and may fix the time for payment, but no dividend shall exceed the amount recommended by the Directors. Dividend out of profits only and not to carry interests. No dividends shall be payable, otherwise than out of the profits of the year or other period of any . other undistributed'profits of the Company and no

.'.

( 38 ) . dividend shall carry Interest as against Company.

When to be deemed net profit

96. The declaration of the Directors as to the amount of the net profit of the Company shall be conclusive.

Interim dividends.

97. The Directors may from time to time pay to the members such interim dividends as in their judgement

. the position of the Company justifies. . .

Retention in certain cases.

98. The Directors may retain the dividends payable . upon shares in respect of which any person is under

the transmission clause (Article 21) entitled to become a member or which ahy person under that clause is entitled to transfer until such per-sonshall. become a memberIn respect of such shares or shall duly transfer the same. "I.-~

Debts may be deducted.

99. The Directors may retain any dividends on which the Company has a lien, and may apply th e same in or towards satisfaction of the debts liabilities.or engagements in .respect of which the Iien exists• Effect of transfer•

100. A transfer of shares shall not. pass the right to any dividend declared thereon after such transfer and

before the registration of the transfer. Dividend to shareholders.

101. (a) Unless otherwise directed any dividend may be paid by Cheque or warrant sent through the post to the registered address of the member or person entitled OJ in case of joint holders to that one of them first named in the register in respect of the joint holding. Every cheque shall be made payable to the order of the persons to whom it is sent. The Company shall ·not be liable or responsible

I I . l..

;\ ! 1

. I

;l j .i, I. ., ; I' I

. ir I ., i ! 1

96. Z 97. 99. 101. 100. ( 38 ) ' dividend shall carry interest as against Company. When to be deemed net profit The declaration of the Directors as to the amount of the net profit of the Company shall be conclusive. Interim dividends. The Directors may from time to time pay to the members such interim dividends as in their judgement ' the position of the Company justifies. Retention in certain cases. The Directors may retain the dividends payable upon shares in respect of which any person is under the transmission clause (Article 21) entitled to become a member or which any person under that clause is entitled to transfer until such person shall. become a member .in respect of such shares or shall duly transfer the same. it» Debts may be deducted. The-Directors may retain any dividends on which the Company has a lien, and may apply the same in or towards satisfaction of the debts liabilities or engagements in respect of which~ the .lien exists. EffeCt of transfer.- A transfer of shares shall not pass the right to any dividend declared thereon after such transfer and before the registration of the transfer. Dividend to shareholders. (a) Unless otherwise directed any dividend may be paid’by Cheque or warrant sent through the post to the registered address of the member or person entitled or ~ in case of joint holders to that one of them first named in the register in respect of the joint holding. Every cheque shall be made payable to the order of the persons to whom it is sent. The Company shall not be liable or responsible

v \

, > \.

•• I.~~ ,

( 39 )

for any cheque or warrant lost in transmission or

for any dividend lost to the, member or person entitled there to by the forget endorsement of any cheque or warrant or the fraudulent or improper recovery thereof by any other means.

Notice of dividends.

(b) Notice of the declaration of . any dividend, whethe'r interim or otherwise, shall be given to the holders of registered shares, Dividend and col together- ~

102. Any general meeting declarings dividend make a call on the members of. such amount as the meeting fixes, but the call on each member shall not exceed the' dividends payable to him and if the call be made at the sarna time at the declaration of the dividend the· dividend may, if so arranged between th e Com- pany and the members be set off against the call.

The making of a call under this Article shall be deemed ordinary business of an ordinarv general meeting which declares a dividend.

Dividend or bon'us paya'ble wholly or partly in

specific assets

103. Any general meeting declaring a dividend may resolved that such dividends be paid wholly or in part, in any manner or otherwise than in cash and in particular, without prejudice to the generali.tY of the foregoing, by the distribution of specific assets or property of the Comyany, paid up shares deben- tures, debenture 'stock, bonds or other obligations

of the Company or in anyone or more of such ways. The. Director shall give effect to such directions, anywhere any difficulty 'in regard to the distribution they may settle the same as they think expedient and in particular may issue fractional ce,tificates and may determine that cash payment shall be made to

l' 102. 103C - ' ( 39) for any cheque or warrant lost in transmission or for any dividend lost to the member- or person entitled there to by the ferget endorsement of any cheque or warrant or the fraudulent or improper recovery thereof by any other means. Notice of dividends. (b) Notice of the declaration of .any dividend, whether interim or otherwise, shall be given to the holders of registered shares. Dividend and col together Any general meeting declarings dividend make a call on the members of such amount as the meeting fiXes, but the call on each member shall not exceed the dividends payable to him and if the call be made at the same time at the declaration of the dividend the- dividend may, if so arranged between the Com- pany and the members be set off against the call. The making of a call under this Article shall be deemed ordinary business of an ordinary general meeting which declares a dividend. Dividend or bonus payable wholly or partly in specific assets Any general meeting declaring a dividend may resolved that such dividends be paid wholly or in part, in any manner or otherwise than in cash and in particular, without prejudice to the generality of the foregoing, by the distribution of specific assets or property of the Comyany, paid up shares deben- tures, debenture ‘stock, bonds or other obligations of the Company or in any one or more of such ways. The Director shall give effect to such directions, anywhere any difficulty‘in regard to the distribution they may settle the same as they think expedient and in particular may issue fractional certificates and may determine that cash payment shall be made to 7.7.3

...

( 40 )

any members, . upon the footing of the value so fixed in order to . adjust the . rights of all parties and may vest any such specific assets, shares, debentures, debenture stock, bond, or other obliga- tions of the Company in' trustees upon such terms for the persons entitled to the dividend as may seem -expedient to t he Directors. Where requisite, the

Directors shall comply with Section' 75 of the Act and the Directors may appoint any contract thereby required on behalf. of the person. entitled=to the dividend and such appointment shall be effective.

THE SEAL

" .. 1' t~

,I, l~i I' I I

Cust?dy of. seal

104. (1) The Board shall provide for the safe custody of the. seal.

. ·Procedure for affixation of the seal

'(2) . Thaseat ofthe .Companv shall not be affixed to any instrument .except by the authority of a resolution of .the Board or of a Committee of the Board authorised by It in that behalf and execpt in the presence of atleast one Director and 'or such other person as the Board may appoint for the purpose and that 'the Director and' or such' other person as aforesaid shall sign every instrument to which the seal of the Company, is so affixed in their presence.

i .

ACCOUNTS

1 ;

Accounts to be kept.

105, The Board of Directors shall cause to be kept proper books of accounts with respects to :

AA_._..-A._t. .. . i . (40) any members, upon the footing of the value so fixed in order to adjust the ‘ rights of all parties _ and may vest any such specific assets. shares. debentures, debenture stock, bond, or other obliga- tions of the Company in'trustees upon such terms for the persons entitled to the dividend as may seem «expedient to the Directors. Where requisite, the Directors shall comply with Section'75 of the Act and the Directors may appoint any contract thereby required on behalf of the personyentitled'to the dividend and such appointment shall be effective. ‘THE SEAL Custody of seal 104. (1) The Board shall provide for the safe custody of the. seal. " ‘ -—Procedure for affixation of the seal '(2) "The seal of the Company shall not be affixed to any! (instrument ‘except by the authority of a ' resolution of the Board or of' a Committee of the Board authorised by it in that behalf and execpt'in the presence of atleast one Director and ~or such other person as the Board may appoint for the purpose and that 'the Director and or such other person as aforesaid shall sign every instrument to which the seal of the Company, is so affixed in their presence. i ACCOUNTS Accounts to be kept. 105. The Board of Directors shall cause to be kept proper 3 books of accounts with respects to : l

\. i

( 41 )

(a) All sums of mOReYreceived and, ·exP: the Company and the matters inrespect ol' such receipt end expenditure takes place.~;'~~··~:. "'.: .: '

(b). Ali sales and purchases of goods by tn~~~~ ~,_::.'" pany ; and .' , tk '::~!~'::" 'r

"'f:.):.'..,..-~ - ~~ ~r_ --:- (c) The assest.credits and liabilities of the Complny~ ' .; ,;

. . . ,}..,.I,". • ~

inspection of Accounts Books ' .s>

106. The Books of accounts shall .~e kept at the regis- tered Office of the Company er at such other place as the Directors shall think fit and be open to inspection by the Directors during business hours. Inspection by members.

107. The Directors shall, frorn ctlme to . time determine, whether and to what extent and at what times and place and under what conditions or regulations the accounts and books of the Company or any 0 f them' shall be open to the inspection of members (not

"-being Directors) and no members (not being Directors) shall have any rights of inspecting any accounts or

. ~ book or document of the Company except as conferred by law or authorised by the Directors or by the~ Company in general meeting.

Annual Accounts and Balance sheet.

108. Tne Directors shall prepare and I<lY the balance sheet before the Company in accordance with Section 210 of the Act;

Annual Report of Directors.

109. The Directors shall make out in' accordance with .Section 217 of the Act and attach to every balance sheet a report with respect to the state of. the Company's affairs; the amount, if any, which they recommend should be paid by way of dividend and the amount, if any which they propose to carry to the Reserve Fund, General Reserve Account to be

(41) (a) All sums of money received and-e the Compahy and the matters in‘respecto such receipt and expenditure takes place. (b)-- All sales and purchases of goods by the; pany ; and ~ (c) The assest, credits and liabilities of the Comp}; inspection of Accounts Books i 106. The Books of accounts shall Be kept at the regis- tered Officeof the Company or at such other place as the Directors shall t’hink fit and be open to inspection by the Directors during business hours. ’ inspection by members. I 107. The Directors shall, from7 time to timeﬂdetermine- ' whether and to what extent and at what times and place 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 members (not being Directors) shall have any rights of inspecting any accounts or book or document of the Company except as conferred~ by law or authorised by the Directors or by the Company in general meeting. Annual Accounts and Balance sheet. 108. The Directors shall preparevand lay the balance sheet before the Company in accordance with Section 210 of the Act.» Annual Report of Directors. 109. The Directors shall make out in accordance with .Section 217 of the Act and attach to every balance sheet a report with respect to the state ofthe Company's affairs; the amount, if any, which they recommend should be paid by way of dividend and the amount, if any which they propose to carry to the Reserve Fund, General Reserve Account to be

j •j

I, I

( 42')

shown specifically in a balance sheet. The report shall be signed by the Chairman of the Board of Directors on behalf of the Directors if authorised in that behalf by the Directors and when he is not so authorised shall be signed by such number of Directors as are require to sign the balance sheet and the profit and loss account of the Company by virtue of sub-Section (1) and (2) of Section 215 of the Act. '

Contents of profits and loss Accounts.

110. The profit and loss account shall In addition to the matters referred to in Section 211 of the Act show, arranged under the most convenient heads the amount of gross income, distingushing the several sources from which it has been derived and the amount of gross expenditure disinguishing the expenses, of the establishment, 'salaries and other' like matters, Every item of expenditure fairly chargeable against the year's income shall be brought into ..accounts, so that a just balance of profit and loss may be laid before the meeting and in cases where any.item of expenditure which may, 'in fairness, be distributed over several years, has been-incurred in anyone year, the whole amount of such item shall be stated, with addition of the reasons why only a portion of such expenditure is charged against the income of the year. Balance sheet and protit and loss 'account to be

sent to members.

'111. (a) . The Company shall send a copy of such balance sheet (including profit and loss account, the auditor's report and eVf~ry other document required by. law to be annexed or appended to the balance sheet) to the registered addressed of every·' member of the Company atleast 21 days beforethe meeting in which it is to be laid before the members of 'the Company

n M. t. t _.. .. m..- *‘r-d .. "w i H .4 ‘ ”We...” —'—, 110. (42‘) shown specifically in a balance sheet. The report shall be signed by the Chairman of the Board of Directors on behalf of the Directors if authorised in > that behalf by the Directors and when he is not so authorised ”shall be signed by such number of Directors as are require to sign the balance sheet and the profit and loss account of the Company by virtue of sub-Section (1) and (2) of Section 215 of the Act. ' ' Contents of profits and loss Accounts._ The profit and loss account shall in addition to the matters referred to in Section 211 of the Act show. arranged under the most convenient heads the amount of gross income, distingushing the several sources from which it has been derived and the amount of ‘ gross expenditure disinguishing the expenses, of the establishment, salaries and other like matters, Every item of expenditure fairly chargeable against the year's income shall be brought into accounts, so that a just balance of profit and loss may be laid before the meeting and in cases where any .item of expenditure which may, ‘in fairness, be distributed over several years, has been‘incurred in any one year, the whole amount of sUch item shall be stated, with addition of the reasons why only a portion of such expenditure is charged against the income of the year. Balance sheet and profit and loss account to be sent to members. ‘111. (a) . The Company shall send a copy of such balance sheet (including profit and loss account, the auditor’s report and every other document required by law to be annexed or appended to the balanCe sheet) to the registered addressed of every-‘member ofhthe Company atleaSt 21 days before’the meeting in which it is to be laid before the members of. the Company

( 43 )

and shall deposit a copy at the Regrstered·Office of 'the Company for inspection of members.of the Company durinq a period. of atleast four dayse before that meeting.

(b) With regard to the.accounts of the Company the Directors shall comply wit~ the provisions of Sections 210, 211, 216, 217 and 219 of the Act or any statutory modification thereof for the time being.

Accounts to be audited annually.. '

112. Once atleast in every flnancial year the accounts of,'" ,. " the Company shall be examined and the .correctness of the profit and loss' account and the balance sheet ascertained by one or more Auditors-as-provided in the Act. Appointment of auditors.

113. (a) In regard to the appointment of auditors and allied matters the 'provisions contained in Section 619 of the Act, .shall apply. .' Power of .the Comptroller and auditor General

(b) 'The Comptroller and Auditor General of India shall have the power (i) to direct the manner in which the Company's accounts shall be audited by the auditor/auditors appointed in pursuance of, sub-clause (a) hereof and' to give such auditor/ auditors instruction in regard to any matter relating to performance of his/their functions as such. (ii) To conduct a supplernsntarv. or test audit of the Company's accounts bv such person or persons as he may authorise in this behalf, and for the

,purpose of such audit to have access.at ~II.reasonable times, to all. accounts, Account Books. Vouchers, Documents and other papers of the Company and, to require information to be furnished to any person or,persons so authorised .on such matters, by sueh

‘11 ,2” / 112. (43) and shall deposit a copy at the Registered Office of the Company for "inspection of members of' the Company during a period of atleast four dayse before that meeting. V (b) With regard to theaccounts of the Company the Directors shall comply with the provisions of Sections 210, 211, 216, 217 and 219 of the Act or any statutory modifiCation thereof for the time being. Accounts to be audited annually. once atleast in every financial year the accounts of the Company Shall be examined and the .correctness of the profit and less "account: and the balance sheet ascerta: ned by one or more AUditors as-provided in the Act. . Appointment of auditors. 113. (a) In regard to the appointment of auditors and allied matters the provisions contained in Section 619 of the Act, shall apply. ' Power ofthe Comptroller and auditor General (b) The Comptroller and Auditor General of India shall have the power (i) to direct the manner in which the Company's accounts shall be audited by the auditor/auditors appointed in pursuance of, sub-clause (a) hereof and' to give such auditor/ auditors instruction in regard to any matter relating to performance of his/their functions as such. (ii) 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 ' purpose of such audit to have access, at all reasonable times, to allaccounts, Account Books, Vouchers, Documents and other papers of the Company and‘ to require information to be furnished to any person orpersons so authorised'on such matters, by such

(,44 ) person or persons and in such form, as the Comptroller and Auditor General or special order di recto Comments upon or supplement to'Audit Report by

the Comptroller and Auditor 'General to be place

before ordinary meeting.

(c) The auditor(auditors aforesaid shall "submit a copy of his/their audit report of the Comptroller and Auditor General of India who shall have the right to comment upon or supplement the audit

",J .' '. . . I

report in such manner 'as he may think fit.

(d) ·Any such comment upon or supplement to the audit report shall be placed before the annual general meeting of the Company at the same time and in the same manner as the audit report.

Audito!s' right to atte.ned meeting ..

114. The Auditors of the Company shall be entitled to receive notice of and to attend any qeneral meeting of the Company at which any accounts which have .

.been examined or reported on by them are to be laid before the Company and may make any statement or explanation they desire with respect to the account.

RIGHT OF THE GOVERNOR

Governor to issue directives.

115. Notwithstanding anything contained in any of these Articles, the Governor may from time to time issue such directives, or instruction as he may consider necessary 'in reglrd to the conduct of the business of the Company or Directors thereof arid in the like manner may very or annual such directives. The Directors shall give immediate effect to the directives so issued.

”.3.’i‘l's‘h‘. ."I ~. < '1 faxil‘rk’é. in. la» Janelle»- i «a (/44) person or persons and in such form, as the Comptroller and Auditor General or Special order direct. Comments upon or supplement to‘Audit Report by the Comptrollerand Auditor General to be place before ordinary meeting. 114. 115. (c) The auditorlauditors aforesaid shall ‘submit a copy of his/their audit report of the Comptroller and Auditor General of lﬁdia who shall have the right to comment upon or supplement the audit report in such manner as he may think fit. _ (d) Any such comment upon or supplement to the aUdit report shall be placed before the annual general meeting of the Company at the same time and in the same manner as the audit report. Auditors' right to attened meeting, The Auditors of the Company shall be entitled to ‘ receive notice of and to attend any general meeting of the Company at which any accOunts which have . been examined or reported on by them are to be laid before the Company and may make any statement or explanation they desire with respect to the account. ' RIGHT OF THE GOVERNOR Governor to issue directives. Notwithstanding anything contained in any of these Articles» the Governor may from time to time issue such directives, or instruction as he may' consider necessary in reg‘ard to the conduct of the business of the Company or Directors thereof and in the like manner may very or annual such directives. The Directors shall give immediate effect to the directives so issued.

-------

\ \. \ \ I ; \ \ I \ \

\ \

) ( 45 )

NOTICES

How notices to be served on members.

116. A notice' may be given by the Company to any . . . .

member either personally or by sending it by post to him to his registered address or (if he has no registered address) to the address, if any supplied by him to the Company- fGf·g~vj.flg-of. notice to' him.

Notification of -~dd(ess.by a hQlde~of registered shares

having no registered plac,eof address.·

117; A holder of registered shares whohava no registered place of address.:mav vtrcm .time to time, notify In writing to the' Company an address, within the meaning of the last· predeeding 'article..

When notice may be given by advertisefl.lent.

118. If a member has no . registered address, and has not supplied to the Company and address-for the giving of notices .to. him notice addressed to him and advertised in a riewspaper circulating in the neigh- bourhood of the Registered Office of the Cornpany, shall be deemed to be duly given to him on the day on which the advertisement appears. Notice to joint holders~~.

119. A notice may be given by the Company to the joint holders of a share by giving the notice to the joint

( holder whose name appears first in the register in respect of the share.

How notice to be given to representatives of

deceasedor bankrupt members r

120. A notice may be given by the Company to persons entitled to a share-in consequence of the death or involvency of a member by sending it through the post in a prepaid ietter addressed to them by name or by the title or representative of deceasen, or

( 45 ) NOTICES How notices to be served on members. 116. A notice may be given by the Company to any member either personally or by sending it by post to him to his registered address or (if he has no registered address) to the address, if any supplied by him to the Company forgiving. of notice to’him. Notification of address by a holder of're’gistered shares having no registered‘place of address.- ;A holder of registered shares wholhave no registered place 0f address,'*may from .time to time, notify In writing to the Company an address, within the meaning of the last~predeeding article.- When notice may be given by advertisement. . If a member has no' registered address, and has not supplied to the Company and address for the giving of notices to him notice addressed to him and advertised in a‘ newspaper circulating in the neigh- bourhood of the Registered Office of the Company, shall be deemed to be duly given to him on the day on which the advertisement appears. . Notice to joint hclders’. " . A notice maybe given by the Company to the joint holders of a share by giving the notice to the joint ’ holder whose name appears first in the register in respect of the share. How notice to be given to representatives of deceased or bankrupt :members, . A notice may be given by the COmpany to persons entitled to a share ‘in consequence of the death or involvency of a member by sending it through the post in a prepaid letter addressed to them by name or by the title or representative of deceasen, or

· ( 46 ) assignee of the insolvent or by any like description, at the address (if any) . supplied for the purpose by the persons claiming to 'be so entitled or (until such' an address has been '50 supplied) by giving notice in any manner in which' the same might. have given if the death or insolvency had not occu rred.

To whom notice of general 'meetings be given.

121. 'Notice of every. general meeting shall be given in the same manner. hereinbefore authorised to (as every members who having no registered address have not supplied to the Company and address for the giving of .notice to them and also to (b) every pe~sonentitled to a share in .consequence of the death or insolvency of a member who, but for .his death or insolvency would be entitled to receive notice of t he meetings provided the Company has due notice.

Transferees, etc. bound by prior notice.

122. Every person, who by operation of law, transfer or other means whatsoever, shall become entitled to any shares shall be bound ,by every notice in respect of such share which previously to. his name and address and title to the share being notified to the Company shall be duly given to the persons from whom he derives his title to such share.

How notice to be signed. ;

123. The siqnature to any notice to be given by the Company may be written or printed.

Period of notice how calculated.

124. Where a given number-of days' notice or notlce extending over any other period is required .to be given, the day of service shall.. uniess it is otherwise

provided, be counted in such number of days or other period.

2mm; in. 5- mt mm imwwr . W .'l ~ . V-..__.v %"?C' , . " ... M .__..._.. . ._.__.__ __. . .(46) assignee of the insolvent or by any like description, at the address (if any) supplied for the purpose by the persons claiming to be so entitled or (until such' an address has been ‘so 'supplied) by giving notice in any manner in whichthe same might have given if the death or insolvency had not occurred. To whom notice of general meetings be given. 121.’Notice of every. general meeting shall be given in the same manner ,hereinbefore authorised to (as every members who having no registered address have not supplied to the Company and address for the giving of notice to them and also to (b) every person .entitled to a share in consequence 0f the death or insolvency of a member who. but for .his death or insolvency would be entitled to receive 122. 123. ~124. notice of the meetings provided the Company has due notice. Transferees, etc. bound by prior notice. Every person, who by operation of law, transfer or other means Whatsoever, shall become entitled to any _shares shall. be bound by every notice in respect of such share which previously to his name and address and title to the share being notified to the Company shall be duly given to the persons from whom he derives his title to such share. ‘ How notice to be signed. The signature to any notice to be given by the Company may be written or printed. Period of notice how calculated. Where a given numbersof days' notice or notice extending over any other period is required _to be given, the day of serviCe shall,v unless it is otherwise provided, be counted in such number of days or other period.

\ i "

( 47 )

IND,EMNITY (TO AND PROTECTioN OF'DIRECTORSAND OFFICERS) .

Indemnity. ,

125. Subject to the provisions of the, Act, every officers of the Company, as defined by Section 2 (3) of the said Act or any person (whether an officer of the

~ _ , 4 ,

Company or 'not) employed by the Company as Auditor shall be "i~demhified out of the funtfs ' of the Company, against all liability incurred by him In defending any proceedings, whether civil or criminal in which judqernent is ,given in his favour or in which he is. acquited ordischarqe, 01 in connection with any epplication under, Section' 633 of the said Act, in which' relief is granted to him by the

. . -.. - ;- Court.

'J . ' . Indemnity to Directors and other officers.

1l6. Subject to the provision' of section 201 of the said , Act, every Director of 'the .Compariv, ,the Manager,

Secretary, Trustee, Auditor and other officer or servant of the Company shall be indemnified by the Company against 'and it shall be the duty of the Directors to payout, of the funds of the Company all losses. costs and expenses which' any such person, officer or servant may incur or become thing doue by him as officer or servant or in any way in or about thedischar.ge of his duties, including traveling expenses.

Directors and other. Officers not' responsible for acts

of others.

127. Subject. to theprovisions of. Section 201 of the said ! ..!-,;

Act, no Director of the Company, Manager, Secretary, Trustee, Auditor and' other officer or servant "-

(47) INDEMNITY _(TO AND PROTECTION OF DIRECTORS AND OFFIcERs) Indemnity. 125. Subject to the provisions of the - Act, every officers of the Companyas defined by Section 2 (3) of the said Act or any person (whether an officer of the Company or 'not) employed by the Company A as Auditor shall be indemnified out of the funds ‘ of the Company against all liability incurred by him In defending any proceedings, whether civil or criminal in which judgement is given in his favour or in which he is. acquited or discharge, or in_ connection with any application under. Section 633 of the ‘ said Act, in which‘relief‘ is granted .to him by the Court. V ' . indemnity to Directors and other offiCers. 126. Subject to the provision of section 201 of the said Act, every Director of the Company,»the Manager. Secretary, Trustee, Auditor and other officer or servant of the Company shall be indemnified by the Company against ‘and it shall be the duty of the Directors to pay outvof the funds of the COmpany all losses, costs and expenses which ’any such person, officer or servant may incur or become thing doue by him as officer or servant or in any way in or about the discharge of his duties, including traveling expenses. Directors and other Officers not'responsible for acts of others. ' j ' 127. Subject. to the provisions of Section 201 of the said Act, no DirectOr of the Company, Manager, Secretary, Trustee, Auditor and other officer or servant

( 48 )

of the -Cornpanv shall be liable tor the Act, receipt, neglects or defaults of, any other, D-irector or Officer or servant or for joi ning in any receipts or other act for the sake of conformity merely, or for any loss or expenses happening to the' Company through the insufficiency or deficiancy in point of titles or value of any property acquired by the order of the Boards

'for or on behalf of the, Company or Mortgaged to the Company, or for the insufficiency or deficiency of any securltv in 'or upon which may of the moneys of the Company shall. ' invested or for an~ loss or damage arising for the bankruptcy, involvency or tortuous act of any' person, company or corporation to or with whom any moneys securities or effects

, of the Company shall be entrusted or deposited or for any loss occassioned by any error of judgement, omission, default or oversight on his part; or for any other happen in relation to the 'execution or perfor- mance of the duties of his office or in relation thereto, unless the same'happens, through his own gross negligency, wilful default, serious misfeasance, deliberate breach of duty or' breach of trust.

SECRECY

Secrecy.

128. -No member shall be entitled to visit any works of the Company without the permission of the Directors or to require discovery of any information respecting any detail .of the .c.<;>mpany'sworking trading or any other matter which is or may be in the nature of a trade secret, mistery of trade or secret, process, which may relate to the conduct of the business of the Company and which in the opinion of the Board, it will b~ expidient in the interest of the' members of the Company to communicate to the public.

" VOEMHNI ‘ ‘~ . awn.“ v « .. “M“ a.“ .4.“ p . r 128. ( 48 ) of the Company shall be liable for the Act, receipt, neglects or defaults ofany otherDirector or Officer or servant or for ioining in any receipts or other act for the sake of conformity merely, or for any loss or expenses happening to the‘Company through the insufficiency or deficiancy in point of titles or value of any property acquired by the order of the Boards 'for or on behalf of the. Company or Mortgaged to the Company, or for the insufficiency or deficiency of any security 'in 'or upon which may of the moneys of the Company shall "invested or_ for any loss or damage arising for the bankruptcy, involvency or tortuous act of any person, company or corporation to or with whom any moneys securities or effects 'of the Company shall be entrusted or deposited or for any loSs Occassioned by any error of judgement, omission, defaUlt or oversight on his part; or for any other happen‘in relation to the execution or perfor- mance of the duties of his office or in relation thereto, unless the same-happens, through his own gross negligency, wilful default, sericus misfeasance. deliberate breach of duty or breach of trust. V \ SECRECY Secrecy. - No member shall be entitled to visit any works of the Company without the permission of the Directors or to require discovery of any information respecting any detail of the Company’s working trading or any other matter which is or may be in the nature of a trade secret, mistery of trade or secret. process, which may relate to the conduct of the business of the Company and which in the opinion of the Board, it will be expidient in the interest of the‘members of the Company to communicate to the public.

i \ t t ~ ~ \

\r \, ,v

~:,

\ rs Og OV

\ of, 'ess,

of ard, bers

( 49 ) Distribution of assets

129. Every Director, Trustee for the Company. share- holder or Debenture holder shall, if so required by the "Soard, sign a declaration pledging himself to strict secrecy .respecting all . transactions of the' Company and transactions With its customers' and -the state of accounts with individuals and in mattors, relating thereto,' and shall by . such declaration" pledge himself not to reveal any, of the discharge of his duties except when repuired so to do by any

. meeting or by a Court of law and except as far as may be necessary, in order to comply with any of the provisions in these Articles contained.

WINDING 'UP

130. If the Company, shall be wound up, and the assets available fur distribution among the members as such shall be insufficient to 'repay the whole of the paid up capital, such assets shall be distributed so

. that, as nearly as may be, the lesses shall be borne by the members in porportion to the capital

. paid up," or which ought to have been paid up, at the commencement of the. winding up on the shares held by them respectively.

If in a wintling up, the assests available for distri- bution among the members shall be more than sufficient to' repay the whole of the. capital paid up at the commencement of the winding up, the excess shall be distributed amongest the members in porportion to the capital at the commencement of the winding up, paid up or which 'ought to have paid up on the shares held by them respectively. But this clause is to be without prejudice "to the rights of the holder of shares issued upon special terms and conditions.·

r355. a bets 1 129. 130. ( 49 ) Distribution of assets - Every Director, TrUStee for the Company, Share- holder or Debenture holder shall, if so required by the Board, sign a declaration pledging himself to strict secrecy respecting all .transactions of the- Company and transactions with its customersand .the state of accounts with individuals and in matters... and shall by. such declaration. relating thereto,‘ pledge himself not to reveal any of the discharge of his duties except when repuired so to do by any ' meeting or by a Court of Law and except as far as may be necessary, in order to comply with any of the- provisions in these Articles contained. WINDING UP ' If the Company, shall be wound up, and the assets available for distribution among the members as such shall be insufficient to repay the whole of the paid up capital, such assets shall be distributed so ‘that, as nearly as may be, the lesses shall be borne by the members in porportion to the capital paid up,'orwhich ought to have been paid up. at the commencement of the winding up on the. shares held by them respectively. If in a winding up, the assests available for distri- bution among the members shall be more than sufficient torepay the whole of the capital paid up at the commencement of the winding up. the excess shall be distributed amongest the members in porportion to the capital at the commencement of the Winding Up. paid up or which ought to have paid Up on the shares held by them respectively. But this clause is to be without prejudice 'to the rights of the holder of shares issued upon special terms and conditions.-

••

. , Signature

Of subscriber

( 50). We the several persons, whose name and addresses are

subscribe below are, desirous of being formed into a Company ~ in pursuance of this Memorandum of Association and we respecti-' ·f vely agree to take the number of share in the Capital of the

Company set opposite to our respective names. t

(Two Thousand Equity Shares) only.

Address Descrtptlon and occupation. of

the subscriber Name of the

subscriber

Occupation: t Govt. Service Finance Secretary, Govt. of Tripura.

1. S. K.GHOSAL Son of . Late J M Ghosal Commissioner Cum Secretary to the Govern- ment of Trtpura On nehal f 0' Governor ·of Tripura

No .. 2. Type-'ll,. Sdl-. Kunjaban T?wnshlp, S. 1<. Ghosal Agartala Tripura,

Occupation :- Government Servic- Commissioner Cum- Secretary Dept. of Industry Govt. of Tripura.

Or. No. V/3, Sd/- Kunjaban Township, B.8. DebRoy Agartala.

2. B. B. DEB ROY Son of Late R. K. Deb Roy

Dated the 4th day of August 1980.

... Number of

shares taken

1999 (One lhou-

sand Nine Hundred

Ninety nine)

1 . (One)

1-----\2000 I I

-I I \

Name. Address Description & Signature of

. the Witness

Sd/-A.S. BISWAS C/o A.S. B iswas

·&·Co. Chartered Accou- tant G.S. Road Snillong-793001

. ( 50) . . We the several persons, whose name and addresses“ are subscribe below are desirous of being formed into a Company in pursuance of this Memorandum of Association and we respectii vely agree to take the number of share in the Capital of the ”:3 Company set opposite to our respective names. "3'. Address Description Signature 'Number of Name, Address 1;- Nameof the and occupationof of shares Description 8 : subscriber the subscriber subscriber taken Signature of f , E ' - the Witness l YE ; , . a _ 1. S. K.GHOSAL NO.‘ 2, Type-VIC 361- 1999 3" Son of , Kunjaban Townshrp,s K Ghosal (One Thou— - Late J M Agartala Tripura. ' ‘ sand Nine , 1 Ghosal . . Hundred ‘ ‘ Commissmner Occupation :- ._ Ninety nine) 1 l Cum Secretary Government Servic+ to the Govern- Commissioner Cum- l ment of Tripura Secretary Dept. of ' . On behalf or lndusvry Govt. of J 2 Governor of Tripura. .. ; Tripura Sd/-A.S. BISWAS 1' C/o A.S. Biswas . -‘ ' - EFCO. ‘ l' ' o'- No. V13: 3d/- 1 Chartered Accou- 1; 2' 3633.33 ROY ﬁ”"j?§‘;" Townsmp'B-B- DebROY (One) ta’nt" G.S. Road “.i ar . - _ Late Fl. K. Deb g Sntllong 793001 ﬂ ROY Occupation :-’ 1 ‘ Govt. Service ;3 Finance Secrerary, Govt. of Tripura. l 7 __._——I l? 2000 g - - l (Two Thousand Equity Shares) only. I "i i; i it, i if I Dated the 4th day of August 1980.

Tripura act 9 of 1980 : The MEMO AND ART. OF ASSO. OF TTDCL 1980

SECTIONS