U. P. ALP SANKHYAK VITTIYA AVAM VIKAS NIGAM LIMITED
MEMORANDUM OF ASSOCIATION
AND ARTICLES OF ASSOCIATION
1
srm an to but* Form 1. R. CERTIFICATE OF INCORPORATION
st®.................................."'wn «o••• No...6.838........ of 19..8(t $ ini wfcta vtm j fc w*'"
erfafam 1956 ( 1956 *11 ) wsta fanfaa nf ) site v;
I. h. ereb. y cQe rt.i.f.y tha-t.U......p..". ....A....L...P...;.. ...S...A...N...K...H..Y...A...K... ...V....I..T...T...I..Y...A.... ...A...V...A. M ......................... •.V-TKAS-NIGAM •LIMITED..........................................
is this day incorporated under the Companies Act, 1956 ( No. 1 of 1956) and that the Company is limited.
wt paiat « sms «i®.......... t Given under my hand at..^A^PP.B.................. this.. ....................... Hav of.HoYJaraber.....One thousand nine hundred and.Eighty...Equx.. ^0 q 2
Co.No.6838
Pursuant of Section 149 (3) of the Companies Act, 1956 5 ^sreiTTT srwtfrnr gra; arfafjraw vt RTTT 149 (1) (v) Jr &** (<) a* /149 (2) (*) Jr &** (n) ct I hereby certify that the...U..P.^ALP..^ANKHYAK..VrTTJYA.. AVAN .................................................."'"VIKAS' -NIGAM" LIMITED..................... I I which was incorporated under the Companies Act, 1956, on the....17th......... I day of Nov-efflber-.......................... ^^84 • anc* which has this day filed a I duly verified declaration in this prescribed form that the conditions of I section 149(1) (a) to (d)/149(2) (a) to (c) of the said Act, have been complied ♦ with is entitled to commence business. ♦ Jr* $*w* Jt ir$ arftsr.................................................................................. $ feat w i Given under my hand at....,KANJ?.U.K........... this...22»ll................................day of^.Q.e^r ne thousand nine hundred and-g^.g^^y'.-PQ^^ 7® sr® vr^j* | Registrar of Companies | U. P. Kanpur |
SJiivoy-6-84 J. S. C.-10 / 3
THE COMPANIES ACT, 1956 (COMPANY LIMITED BY SHARES) MEMORANDUM OF ASSOCIATION
OF
U P. ALP SANKHYAK VITTIYA AVAM VIKAS NIGAM LTD.
( A Government Company within the meaning of Section 617 of the Companies Act, 1956 )
I. The name of the Company is U. P. ALP SANKHYAK VITTIYA AVAM VIKAS NIGAM LIMITED. II. The registered office of the Company will be situated in the State of Uttar Pradesh. III. The objects for which the Company is established are :
(A) The main objects to be pursued by the Company on its incorporation are :— (1) To promote, aid, assist, organise, finance and develop the task of socio- economic and educational uplift of the Minorities (which term means and includes Muslims, Christians, Sikhs, Buddhist, Zoroastians and any other class of persons declared as such by the State Government) in the State of Uttar Pradesh.
(2) To manage, establish, operate and conduct establishments, undertakings
and enterprises of any description whatsoever which in the opinion of the Company are likely to facilitate or accelerate the development of Minorities in the State of Uttar Pradesh in particular the establishment of industrial, agricultural, trading, business and professional undertakings.
(3) To provide financial, technical, managerial, marketing, development or any
other assistance and guidance to any establishment, undertakings or enterprise of any description whatsoever which in the opinion of the Company are likely to facilitate or accelerate the development of the Minorities in the State of Uttar Pradesh.
(4) To advance loans in cash or kind, stand guarantor, or surety or to provide
assistance in getting on hire purchase/instalments or otherwise on easy terms to the members of Minorities who want to start industry, business or profession.
(5) To plan, promote and undertake on its own or in collaboration with or through such Minorities organisations or any member of the Minorities or other agencies as may be approved by the Board of Directors, to augment its resources and to provide employment to the Minorties such programmes and projects of agricultural and industrial development and operations connected therewith such as marketing,
processing, supply and storage of agricultural produce, small scale industry, building construction, transport, any industrial activity and such other business, trade or activity as may be deemed fit. (6) To advance loans (interest free or otherwise) on easy terms, sanction subsidy and meet high rate of interest or other loans to the Minorities and also to act as an agent of the Government for distribution of loans and subsidies and/or implemen-
tation of any programme/scheme/project.
4
( 2 )
... thpir organisation in cash or
(7) To assist by advancing loans to Minorities jcu|tUral and industrial in kind or by other way in setting up or undertaking tn g se|ljng and buying, development by manufacturing, repairing, selling, ser^^e hiring or improving, importing and exporting, bartering, manipulating, giving implements of all concerting or doing anything else, the agricultural machi ■ ¥ t ■ : im types of agricultural produce, and land of whatsoever kind an livestock the activities of development of dairy, poultry, piggery, sheep, cat e n/t-kpeoina forms, horticultu e, pisciculture, sericulture, cow-keeping, sheep an g itl keeping of beehives to produce and to gather honey, to do the wor o 1 , gradeners and other agricultural activities whatever as may be deeme it.
(8) To assist Minorities in bringing out agro-industries, other small or laige
scale or cottage industries of every type and other skills like setting up of buck kilns Khandsari, shelters, hullors, shoe-making and processing, finishing and doing such other activities in relation to hides and skins or any other item for keeping in view the maximum utilisation of the skill of the Minorities. Further to give financial help to purchase and reclaim agricultural land, and setting up of Tube-well, purchase of Tractors, improved seeds, insecticides and pesticide, fertilizers agricultural imple- ments for the furtherance of agricultural pursuits and to grant loans for such other activitive as are conducive to the promotion of economic, social and educational
welfare of Minorities.
(9) To undertake, carryout, promote and sponsor programme for technical and professional training for Minorities and to act as recruiting agent for employment in
abroad and to engage in the export of man-power belonging to Minorities from the
State of U. P. to foreign countries.
(B) Objects incidental or ancillary to the attainment of the main objects are (1) To sell or dispose of the undertakings of the company and all or any of the property or effects of the company for cash or stock, shares or securities of any other company or for other consideration as the company may think fit and in parti- cular for shares, debentures or securities of any other company having objects altogether or in part similar to those of this company. '
(2) To apply the assets of the company in any way in or towards the establish-
ment, maintenance or extension of any association, institution or fundin anyway cinocnlnuedcintegd a w n it y h aasnsyo pciaarttiiocnu,la r i ntsrtaitduet io o n r b o u r s f i u ne n s d s fo o r r t w he it"h tradA rdxr o. ofTT™ ? masters, owners and employers against loss by had d hr • ln,eres,s 0 accidents or otherwise or for the benefit of any clerks wn / COmb,natlons' f,re- time employed by the Company or any of its predecessors in i' 0160 at.fny or dependents and whether or not common with other oersn US'neS(S °r the'r famllieS
and in particular of friendly, co-operative and o Xr socX °' P6™"8 educational and charitable institutions. refactors d in' 9 '"""'S'
places of workshop, schools and hospitals and to m9 and recreation roomS'
allowances and to contribute to any funds raised b 9ratU*'es- Pensions-and any purpose whatsoever but not for any nolitir-d PUb 'C °r l0Cal sub^hpt'ons for "Ubdl Party or cause. .
( 3 )
(3) To make, draw, accept, negotiate, endorse, discount, execute and tssue cheques, promissory notes, bills of lading, warrants, debentures and other negotiable or transferable instruments. (4) To accumulate funds and to invest or otherwise employ money belonging to or with the company in the purchase or acquisition of any shares, securities or other investments whatsoever whether movable or immovable upon such terms as may be thought proper and from time to time vary all Or any such investments in such manner as the Company may think fit subject to section 77 of the Companies Act, 1956.
(5) Subject to sections 391 to 394 of the Companies Act, 1956 to enter into partnership or into any arrangement for joint working, sharing or pooling profits, amal-
gamation, union of interest, co-operation, joint adventure, reciprocal concession, assistance, subsidy or otherwise or amalgamate with any persons or company carrying on or otherwise in or about to carry on or engage in any business or transaction which
the Company is authorised tc carry on or engage in or any business undertaking or
transaction which may seem capable of being carried on or conducted so as directly or indirectly to benefit this Company. (6) To acquire any shares, stocks, debenture, debeuture stock, bonds, obligations or securities by original subscription in syndicates, tender purchase, exchange or other- wise and to subscribe for the same, either conditionally or otherwise and to guarantee the subscription thereof and to exercise and enforce all rights and powers conferred by or incidental to the ownership thereof.
(7) To adopt such means of making known the business of the Company or of any company in which the Company is interested as may seem expedient and in
particular by advertising in the press, by circulars, by purchase and exhibition of works of art or interest, by publication of books and periodicals and by granting prizes rewards and donations but not intended to serve to any political party or cause.
(8) To do all or any of the above things, and all such other things as are inci-
dental or as may be thought conducive to the attainment of the above objects or any of them, in India or any other part of the world either as principals, agents trustees contractors or otherwise and either by or through agents, contractors, trustees or otherwise. (9) To do all or any of the things hereinbefore authorised either alone or in conjunction with, or as factors, trustees or agents for others or by or throuoh factors trustees or agents. J s' (10) To apply for purchase, or otherwise acquire any trademarks patents brevets'd' invention, licences, concessions, and the like, conferring any exclusive or
non-exdusivo or limited right to use or any secret or other information as to anv
invention which may seem capable of being used for any of the purposes of ,h» Company, or the acquisition of which may seem calculated directly or indirectlv to
benefit the Company and to use, excercise, develop or grant licences in respect of ™ otherwise turn to account the property, rights or information so acquired (11) ' To undertake payment of a 11 rents and performance and observance of alt convenants conditions and agreements contained in or reserved by any lease or lease which may be granted or assigned to or may otherwise be acquired by the Company
(12) Subject to section 58-A of the Companies Act, 1956 an ( a so ot er relevant provisions of law, to borrow money or to receive money on deposits or t e purpose of financing the business of the Company either without security or secured by debentures, stock (perpetual or terminable), mortgage or other security c arge on the undertaking or all or any of the assets of the Company including uncalle capital and to increase, reduce, or pay off any such securities.
(13) To lend money on mortgage of immovable property or on hypothecation or pledge of movable property or without security and to invest money of the Company in such manner (other than in the shares of this Company) as the Board of Directors think fit and to sell, transfer or deal with the same, provided that Company shall not carry on the business of banking as defined in the Banking Regulation
Act, 1949.
(14) To pay for any properties, rights or privileges acquired by the Company,
either in shares of the Company or partly in shares and partly in cash or otherwise.
(15) To create any depreciation fund, reserved funds, sinking fund, insurance fund or any special or other fund for depreciation or for repairing, improving, extending or maintaining any of the property of the Company or for redemption of debentures or redeemable preference shares or for special dividends or equalising dividends or for any other purpose whatsoever, and to transfer any such fund or part thereof to any of the other funds herein mentioned.
(16) To establish and maintain agencies, branches, places, and local registers, to procure registration or recognition of the company and to carry on business in any part of the world and to take such steps as may be necessary to give the Company such rights and privileges in any part of the world as aie possessed by local Companies or partnerships or as may be thought desirable. (17) To take all necessary or proper steps in Parliament and with the Legis- lature or with the authorities national, local, municipal or otherwise, of any place in which the Company directly or indirectly carries out the objects of the Company or effects any modifications in the constitution of the Company or further the interests
of its members and to oppose any such steps taken by any other Company, firmer
persons which may be considered likely directly to prejudice the interest " of the
Company or its members. (18) To obtain, apply for, arrange for, the issue or enactment of Order or Act
of Legislature in India, or any othejs part of the world for enabling the Company to
obtain power, authorities, protection, financial and other help necessary or expedient
to carry out, extend any of the objects of the Company or for any other purpose which
may seem expedient and to oppose any proceedings or applications or any other
endeavours, steps or measures which seem calculated directly or indirectly to prejudice the Company's interests. H J (19) To enter into any arrangement with Government of India or with any
other Government or State or any local or State Government or with authorities supreme, national, local municipal or otherwise or with any rulers, chiefs and land
holders or with any person for the purpose of directly or inrtl™„.i
objects of the Company or any of them or effecting any mod ficadnn^ °"
y noatTication m the constitution
7
( 5 )
of the Company or furthering the interests of the Company or its members and to obtain from any such Government, State Authorities or person any charters, subsidies, loans, indemnities, grants, contracts, decrees, rights sanctions, privileges, licences or concessions, whatsoever (whether statutory or otherwise) which the Company may think it desirable to obtain and carry out, excercise and comply with any such arrange- ments, charters, grants, contracts, decrees, rights, sanctions, privileges, licences or concessions and the terms and conditions and in particular to comply with any conditions for the sharing of profits of the Company with any such Government, State, authority or person, or for restricting dividents on shares of the Company.
(20) To aid pecuniarily or otherwise any association, body or movement having for an object the solution, settlement or surmounting of industrial or labour problems
or troubles or the promotion of industry or trade.
(21) To dedicate, present, subscribe to or otherwise aid, out of profits and
assets of the Company, any benevolent, charitable, national or other institutions, or objects of a public character, or which have any moral or other claims to support or aid by the Company by reason of the locality or nature of its operations or otherwise. (22) To make donations to any National Memorial Fund or any other Fund constituted for a Charitable or National purpose subject to section 293-A of the
Companies Act, 1956. (23) Subject to law of the land for time being in force to distribute any of the
property of the Company, among the members in specie or in kind in the event of
winding up but so that no distribution amounting to a reduction of capital be made except with the sanction (if any), for the time being required by law. (24) To pay all the costs, charges and expenses of and incidental to the promotion, formation, registrarion and establishment of the Company and the issue of
its capital and to remunerate or make donations to (by cash or by the allotment of fully
or partly paid shares, or by a call or option on shares, debentures, debenture stock or securities of this or any other company or in any other manner, whether out of the company's capital or profits or otherwise) any person, persons or company for services rendered or guaranteeing the placing of any of the shares in the Company's capital or any debentures, debenture stock or other securities of the Company or in the conducts of its business or in introducing any property or business to the Company or for any other reason which the Company may think proper. (25) To carry on any other trade or businesss that may seem to the Company
capable of being conveniently carried on in connection with the objects of the Company or calculated directly or indirectly to enhance the value of or render any of
the Company's property or rights profitable or which it may be advisable to undertake
with a view to improving, developing, rendering valuable or turning to account any
property movable or immovable belonging to the Company or in which the Company may be interested.
(26) To apply for, tender, purchase or otherwise acquire any contract and concessions for or in relation to the construction, execution, carrying out equipment,
improvement, management, administration or control of works and conveniences, and
( 6 ) to undertake, execute, carry out, dispose of, or oth . erwise ♦ t nm tn account the samhen.arric
(27) To promote and establish such companies, associations, adv so y boards , narrv nut the objects OT TRIS and other suitable bodies as may be deemed necessary to c y cempany^fec.ive^^^ — and premiums, and to provide for and furnish or secure to any mem rnmnanv anfj Company, or to the holders of any coupons or tickets issued by or or chatties, conveniences, advantages, benefits or special previ eges w expedient, either gratuitously or otherwise and generally to adopt sue m making known the products of the Company and pushing the sale t ereo as may seem expedient.
(29) To dedicate, present or otherwise dispose of either voluntarily with o.
without consideration or for value, any property of the Company deemed to be of national, public or local interest to any national trust, public body, museum, corpo- ration, or authority or any trustees for or on behalf of any of the same or of the public. (30) To appropriate, use or lay out land belonging to the Company for streets, parks, pleasure grounds allotments, and other conveniences and to p. esent any such land so laid out to the public or to any person or company conditionally or unconditio-
nally as the Company thinks fit. (31) To acquire and deal with the shares, stocks or securities in or of any company carrying on any business which this company is entitled to carry on or any other comany or undertaking the acquisition of which may seem likely or calculated directly or indirectly to promote or advance the interest of the Company or be advan-
tageous or beneficial to the Company and to continue to hold any shares in any such
Company heretofore acquired by the Company and to sell, dispose of any such shares, stocks or securities. (32) To purchase, take on lease or acquire in exchange or under amalgamation, licence or connection or otherwise absolutely or conditionally, solely or jointly with others any property, rights or previleges which the Company may think necessary or convenient for the purposes of its business and make, construct, maintain, work, hire hold, improve, alter, manage, let, sell, dispose of, exchange, carry out or control roads canals, water courses, ferries, piers, wharfs, quays, sheds, landing places garages'
accommodation of all kinds for sea and land traffic, waterways lands buildings pipe- line-founderies, warehouses, works, factories, workshops sidings, tramway engines
machinery and apparatus, electrical works, water rights, way leaves, previleges or rights of any description or kind and other conveniences which may be calculated directly or
indirectly to advance the Company's interest and to contribute to, subsidise or other-
wise assist or take part in the construction, improvement • . ,h management carrying out or control thereof. ' la,ntenance- working
(33) To do all or any of tho above thinas and ah dental or as may be thought conducive to the attainment of th th'n9S 'nC''
of them in India or any other part of the world eith above objects or any contractors or otherwise, and either bv or th™., . er as Pr*ncipals, agents, trustees otherwise. 9 agents, contractors, trustees or
9
( 7 )
(C) Other Objects : (1) To subscribe or underwrite, purchase or otherwise acquire, and to hold, dispose of and deal with the shares, stocks, securities and evidences of indebtedness or the right to participate in profits or other similar documents issued by any Govern- ment, authority, corporation or body or by any company or body of persons and any
options or rights in respect thereof.
(2) To guarantee the payment of money unsecured or secured by or payable
under or in respect of promissory notes, bonds, debentures, debenture stock, contract, mortgages, charges, obligations, instruments and securities of any Company or of any authority, supreme, municipal local or otherwise or of any person whomsoever, whether
incorporated or not incorporated and generally to guarantee or become sureties for the performance of any contracts or obligations.
(3) To acquire and deal with all kinds of property including the following property : (a) The business, property and liabilities of any Company, firm or person carrying on any business within the objects of this Company.
(b) Lands, buildings, easements, and other interests in immovable property.
(c) Plant machinery, personal estate and effects.
(d) Patents patent-rights, inventions or design.
(4) If the law for the time being permits, to transact and carry on all kinds of Agency business and to be appointed and act as Agents of any company or concern and to do and perform all, singular and several duties, services and authorities appertaining to such office and to comply with and to become bound by all restrictions, limitations and conditions appertaining to such office or imposed by the terms of any agreement or agreements entered into for the purpose aforesaid. IV. The liability of the Members is limited.
V. The Authorised Share Capital of the company is Rs. 5,00,00,000/ = (Rupees Five crore only) divided into five lacs equity shares of Rs. 100/ =each, with power to increase or reduce the share capital in accordance with provisions of the law. We, the several persons whose names and addresses are subscribed below are desirous of being formed into a Company, in pursuance of this Memorandum of Association
2nd we, respectively agree to take the number of shares in the Capital of the Company set
opposite our respective names.
( 8 ) Signature, name, address, description Number of shares taken by Signatures, names, addresses and occupation of subscribers.
each subscriber ( equity occupation and description shares of Rs. 100 each).
of witnesses to the signatures.
1. Sd/- One S. A. T. RIZVI, IAS S/o Sri S. A, A. Rizvi Secretary to Govt, of U.P. Industries Deptt., Lucknow,
2. Sd/-
One G. P. SHUKLA, IAS S/o Sri Bhuneshwar Shukla Special Secretary to Govt, of U.P., Appointment, Karmik, Language & National Integration, U.P. Govt. Lucknow.
3. Sd/- One
S. K. SINHA, IAS S/o Late Sri Rajeshwar Prasad Dy. Director Cum Dy. Secretary, Directorate of Institutional Finance, U.P.. Lucknow.
4. Sd/-
One J. P. SINGH, L4S S/o Late Sti Jwala Prasad Singh Secretary Finance, Govt, of U.P., Lucknnow. 5. Sd/- One UMA SHANKER, IAS O S/o Dr. R.Parthasarthy Addl. Director of Industries,
CL Directorate of Industries, U.P. Kanpur,
6. Sd/- OneB. KUMAR, General Manager S/o Sri Manohar Lal Srivastava U.P. Financial Corporation, Kanpur
7. Sd/- One SIRAJ HUSSAIN, IAS
S/o Sri Akhtar Hussain, General Manager, U.P- Financial Corporation, Kanpur
TOTAL SrvTTT
11
THE COMPANIES ACT, H956
(Company Limited by Shares) ARTICLES OF ASSOCIATION
OF ti; P. ALP &ANKHYAK VITTIYA AVAM VIKAS NIGAM LIMITED
(A Government Company within the meaning of Section 617 of the Companies Act, T956) Interpretation Interpretation Unless the context otherwise requires, words or expressions contained in these articles shall bear the same meaning as in the Companies Act, 1956 or any statutory modi- fication thereof for thb.time beingin force at the date at Which the articles becdme binding on the Company. The marginal hdtes hereto shall not affect the construction hereof and in these presents unless there be something in the Subject or context inconsistant therewith.
"The Act" means "The Companies Act, 1956" and includes, where the context sb requires, any re-enactment dr Statutory modification thereof for the time being in force.
"The Company" means U'P: Alp Sankhyak Vittiya Avam Vikas Nigam Limited.
"The Board" or "Board of Directors" means the Board of Directors for the time being of the Company.
"The Directors" means the Directors for the time being of the Company.
"The Chairman" means the Chairman of thfe Board of Directors for the time being. "Managing Director" means a Director who by virtue df an agreement with the Company of a resolution passed by the Company in general meeting or by the Board of Directors or by virtue of the Memorandum or Articles df Association is entrusted with subs-
tantial powers of management Which would not otherwise be exercisable by him, and includes a Director occupying the position Of a Managing Director, by whatever name
called. "Minorities" means Muslims, Christians, Sikhs, Buddhists, zoroastrians and any other
class of persons declared as such by the State Government. "Month" means a calender month.
"The office" means the Registered office for the time being df the Company. "Person" includes corporation or Company or Association of persons or body Of individuals, whether incorporated or not. "Proxy" includes attorney duly constituted under a poWer Of attorney.
12
"Register" means the Register of Members to be- kept pursuant to Section 159 the Act. "The Registrar" means the Registrar of Companies, Uttar Pradesh, Kanpur.
"Seal" means the Common Seal of the Company.
"Year" means a calendar year.
"Written" and "In Writing" include printing, Photographic, lithography and any other mode of representing or reproducing words in a visible form. Words importing singular number shall include the plural number and vice varsa and words importing the masculine gender include females. Table "A" 2. Save as reproduced herein the regulations contained in Table 'A in Schedule 1 t0
not to apply.
the Act shall not apply to the Company. Share Capital 3. The Authorised Share Capital of the Company is Rs. 5,00,00,000/- (Rs. Five Crore) divided into 5,00,000 Equity Shares of Rs. 100/-each with power to increase or redudce the share capital in accordance with the provision of law. Allotment 4. (1) Subject to the provisions of these Articles, the shares shall be unde,- the con-
of Shares.
trol of the Board who may allot or otherwise dispose of the same to such persons, on such terms and conditions and at such times as the Board thinks, fit, provided that an option or right to call of shares shall not be given to any person except with the sanction of the Company in general meeting. (2) where at any time after the expiry of two years from the formation of the Company or at any time after the expiry of one year from the allotment of shares in the Company made for the first time after its formation, whichever is earlier, it is proposed to increase the subscribed capital of the Company by allotment of further shares then, subject to the provisions of section 81 (1-A) of the Act, the Board shall issue such shares in the manner set out in section 81 (1) of the Act, provided that the offer of such further shares to the holder(s) of Equity Shares of the Company shall not include or be deemed to include the right to renounce the shares offered to him or them in favour of any other person(s). Restriction on Allotment 5. If the Company shall offer any of its shares to the public for subcription— (a) no allotment thereof shall be made, unless the amount stated in the prospectus as the minimum subsription has been subscribed and the sum payable on application there- of has been paid to and received by the Company, but this provision shall no longer applY after the first allotment of shares offered to the public for subscription.
(b) the amount payable on application on each share shall not be less than percent of the nominal amount of the shares; and
(c) The Company shall comply with tha provisions Qf sub.soction (4) of
69 of the Act.
13
( 3 )
,'ommission 6. The company may exercise the powers of paying commissions conferred by nd Brokerage.
section 76 of the Act, provided that the rate or the amount of the commission paid or agieed to be paid shall be disclosed in the manner required by the said section and shall not exceed five percent of the price which the shares in respect whereof the same is paid, are issued and in the case of debentures 2.5 percent of the price at which the debentures are issued. Such commission may be paid in cash or by the allot-ment of
fully or partly paid shares or partly in one way and partly in the other. The company may
also on any issue of shares or debentures, pay such brokerage as may be lawful.
>sue of shares
t a discount. 7. With the previous authority of the Company in general meeting and the sanction
of the Court and upon otherwise complying with section 79 of the Act, the Board may
issue at a discount shares of a class already issued.
'ayment of 8. If by the conditions of allotment of any share, the whole or part of the amount
istaiment on
hares.
of issue price thereof shall be payable by instalment, every such instalment shall when due be paid to the Company by the person who for the time being shall be the member regist- ered in respect of the share or by his executor or administrator.
lability of
Members regis- 9. Member who are registered jointly in respectof a share shall be severally as well
;red jointly in as jointly liable for the payment of all instalments and calls due in respect of such
sspect of hares share.
rusts not 10. Save as herein otherwise provided, the Company shall be entitled to treat the
scognised.
member registered in respect of any share as the absolute owner therof and accordingly shall not, except as ordered by a Court of competent jurisdiction or as by law required, be bound to recognise (even when having notice thereof) any equitable, contingent, future
or partial interest in any share except an absolute right to the entirety thereof in the person from time to time registered as holder thereof. egistration 11. Shares may be registered in the name of any person, company or other body
f Shares.
corporate, unless the Board otherwise consents, not more than four persons shall be registered jointly as member(s) in respect of any shares. No shares shall, however, be registered in the name of a minor or person of unsound mind. INCREASE AND REDUCTION OF SHARE CAPITAL ower to 12 The Company by resolution passed in its general meeting may, from time to time,
crease capital
increase its capital by the creation of new shares and of such amount as may be specified in the resolution.
revisions 13 Before the issue of any new shares, the Company in general meeting may make dation to the rovisions as to the allotment and issue of new shares, and in particular may detarmine to ;sue
whom the same shall be offered in the first instance arid whether at par or at premium or subject to the provisions of section 79 of the Act, at a discount. In default of any such provision or so far as the Act shall permit, the now shares may be issued in conformity with the provisions of Article 4.
( 4 )
14. Except in so.ffirras otherwise provided by the ' of. 's^e or by the Mew shares to rank equally with existing.; Articles any capital raised by the creatian of new shares s a herein °f.the shares.. then existing capital of the company and shall be subjec c°ntained
with reference to the payment of calls and instalments, transfer and transmission, forfeiture lien or otherwise. inequality in 15. If owing to anyyinequality in the number of new shares to be issued and the numbfenof new. number of shares held by members entitled to have the o er o sue s ares, any difficulty shall arise in the apportionment of such new shares or any of them amongst the members such difficulty shall, in the absence of any direction in the resolution creating the shares, be determined by the Board; Reduction oft 16. The Company may, ffom time to time, by special resolution reduce its capital and: Caflltal' any Capital Redemption Reserve Account or Shares Premium Account in any manner for the time being-authorised by lbw.
ALTERATION OF SHARE CAPITAL
d^Xr^ndSUbi 17. The Company in General* Meeting may alter the condition of items of its memo- cSBhal'' r c l - < Sll . ldate' randum of Association as follows, that is to say, it may—
(a) Consolidate and divide all; ©t any of its share capital into shares of larger amount than its existrng shares.
(b) Sub-divide its existing shares or any Of them into shares of smaller amount than is fixed by the Memorandu m, subject to the provisions of section 94 (1) (d) Of the Act. (c) Cancel any shares which; at the date of the passing of the resolution, have not been taken or agreed'to be taken by any person, and diminish the amount of its share cap- tai by the amount of the shares so cancelled. Fv-lcttyxs i/r reS"- Where any s . h are capi . t . a .. peetjof shares l is sub-divided, the company in general meeting subject
on subdivision. t0 the provisions of section 85, 86z 88 and 106 of the Act, may determine that as between
the holders of the shares resulting from such sub-division, one or more of such shares
shall have some preferential or, special right as regard dividend, repayment of capital voting or otherwise.
Su»r®nd®r. of< 19. Subject to the provisions of sections 100 to 105 of the Act the Board may
shares
accept from any member the surrender on such terms and condition as'shall be agreed of all or any of his shares. VARIATION OF SHARE-HOLDERS RIGHTS Power, to. vary/ • J®'. .I' ,h! Sha'9,capi,al is divided into different classes of shares. tW riaht»
rights attahed to Shares of any class (unless otherwise provided by the terms of issue o the shares of that class) may, subject to the provisions of sections 106 and107a"d whetherornotthecompanyisbeingwoundup.be varied with the consent in writing the holders of three-fourth of the issued shares of that class or X the sanction o'
speoiallresolution passed at rhe separate meeting of the ho de so the share of W
( 5 ) To every such separate meeting the provisions of the Articles relating to general meeting shall mutatis mutandis apply, but so that the necessary quorum shall be two persons atleast holding or representing by proxy one-third of the issued shares of the class in question. SHARE CERTIFICATE 21. (a) Share certificates shall be issuedin accordance with the provisions of the Share ertificates Companies (Issue of Share Certificates,) Rules, 1960 or any statutory modification or re- enactment thereof for the time being in force. (b) The Company shall within three months after the allotment of any of its shares and within two months after receipt of application for the registration of the transfer of any of its shares (or within such other period as the conditions of issue shall provide) complete and have ready for delivery the certificates of shares. (c) Every certificate shall be under the seal and shall specify the name of the person in whose favour the certificate is' issued, the shares to which it relates and the amount paid up thereon.
(d) In respect of any shares or shares held jointly by several persons, the company shall not be bound to issue more than one certificate and delievery of cettificate for shares to one of several joint holders shall be sufficient delivery to all such holders. (e) If any certificate be old, decrepit, wornout, torn or defaced or where the cages on its reverse side for recording tranfers have been fully utilised then upon surrender thereof to the Company, the Board shall order the same to be cancelled and issue a new certificate in lieu thereof without any payment. If any certificate be lost or destroyed then upon proof of such loss or destruction to the satisfaction of the Board and on such indemnity and the payment of out-of-pocket expenses incurred by the Company in investigating evidence, as the Board thinks fit, a new certificate in lieu thereof shall be given to the person entitled to such lost and destroyed certificate on a fee of Rs. 2/- for each such certificate or such smaller fee as the Board may determine.
CALLS 22 The Board may, from time to time, subject to the provisions of section 91 of the
Act make such calls as the Board thinks fit upon the members in respect of all moneys un- paid on the shares held by them respectively and not by the conditions of allotment thereof made payable at fixed items, and each member shall pay the amount of every call so made n him to the person or persons and the time(s) and place(s) appointed by the Board. A call may be made payable by instalments and shall be deemed to have been made at the
time when the resolution of Hie Board authorising such call was passed at a meeting of the Board.
23 No call shall exceed one fourth of the nominal amount of a share or be made
restriction or
lower to make payble at less than one month from the date fixed for the payment of the last preceding ails and notice
call Not less then fourteen days notice of any call shall be given specifying the time and place of payment and the person or persons to whom such call shall be paid.
16
( 6
Interest on call 24 (a) If a sum payable in respect of any call or instalment be not paid on or before or Instalment
the day appointed for payment thereof, the member for the time being in respect of share, for which the call shall have been made or the instalment shall be due, shall pay interest thereon at the rate of twelve percent per annum, or at such lower rate as the Board may determine from the day appointed for the payment thereof to the time of the actual payment.
(b) The Board shall be at liberty to waive payment of any such interest either wholly or in part.
Sums payable 25. If by the terms of issue of any share or otherwise any sum becomes payable at on shares to any fixed time or by instalments at fixed times, whether on account of the nominal value of rank as calls.
the share or by way of premium very such sum of instalment sh all be payable as if ;t were a call duly made by the Board of which due notice had been given, and all the provisions herein contained in respect of calls shall apply to such sum or instalment accordingly. Evidence in 26. On the trial or hearing of any action or suit brought by the Company against any
action by com
pany against member or his representatives to recover any money clamed to be due to the Company in
Members.
respect of his share, it shall be sufficient to prove that the name of the member is, or was when the claim arose, in the Company's Register as a Member or one of the members in respect of the share for which such claim is made, and that the amount claimed is not entered as paid in the books of the Company, that the resolution making the call is duly recovered in the Minute Book, and that notice of such call was duly given to the member of his representative in pursuance or the articles and it shall not be necessary to prove the appointment of the Directors who made such call not that a quorum was present at the Board meeting at which any call was made was duly convened or constituted nor any other matter whatsoever but the proof of matters aforesaid shall be conclusive evidence of the debt.
27. Subject to the provisions of sub-section (2) of section 92 of the Act, the Board
Payment of may, if it thinks fit, receive from any member, willing to advance the same, all or any pad calls in
advance of the money due upon the shares held by him beyond the sums actually called for, and upon the moneys so paid in advance may pay interest at such rate not exceeding six per- cent per annum as may be agreed upon between the Board and the member paying the sum in advance. No such sum paid in advance of calls shall entitle the member paying such sum to participate in profits oi to any portion of a dividend declared in respect of any period prior to the date upon which such sum would, but for such payment, become presently payable. The Board may at any time agree to repay the sum so advanced or may at any time repay the sum so advanced upon giving to such' member not less than three months notice in writing, Revocation of 28. A call may be revoked or postponed at the discretion of the Board.
calls.
forfeiture and lien Notice for pay- 29. If a member fails to pay any sum payable in respect of any call or any ins**' ment of call
or instalment. of a call on or before the day appointed for payment therof. the Board may at
17
( 7 ) thereafter during such time as any part of the said call or instalment remains unpaid, serve a notice on such member requiring payment of so much of the call or instalment as is un- paid together with any interest which may have accrued and all expenses that may have f fha been incurred by the Company by reason of such non-payment.
I ill 15
30. The notice aforesaid shall name a day, not being earlier than the expiry of four- teen days from the date of service of notice, on/or before which the payment required by the notice is to be made and a place at which such call or instalment and such interest and expenses as aforesaid are to be paid. The notice shall state that in the event of non-
payment on or before the day so named and at the place to be appointed the shares in respect of which such call or Instalment was payable shall be liable to be forfeited.
ure of 31. If the requirements of any such notice as aforesaid are not complied with, any shares in respect of which such notice has been given may any time thereafter, made, be forfeited by resolution of the Board to that effect. The forfeiture shall include all dividends declared in respect of the forfeited shares and not actually paid before the forfeiture.
ure 32. When any share shall have been so forfeited, notice of the forfeiture shall be given to the member in whose name it stood immediately prior to the forfeiture, and an
entry of the forfeiture, with the date thereof, shall forthwith be made in the Register of Members, but no forfeiture shall in any manner be invalidated by any omission or failure to
give such entry as aforesaid. omehprop 33. AnV share so forfeited shall be deemed to be the property of the company and
the may be sold, reallotted or otherwise d isposed of on such terms and in such manner as the
any Board thinks fit.
may
34. The Board may at any time before any share so forfeited shall have been soid, ure re-allotted or otherwise disposed of, annul the forfeiture on such terms as it thinks fit. ity on 35. A person whose share has been forfeited shall cease to be a member in respect ture.
of the forfeited share, but shall notwithstanding such forfeiture, remain liable to pay and shall forthwith pay to the Company all calls or instalments, interest and expenses owing upon or i n respect of such share at the time of the fofeiture, together with interest thereon from the time of forfeiture until payment at such rate not exceeding twelve percent per annum as the Board may determine, and the Board may enforce such payment thereof, with-out any deduction or allowance for the value of the shares at the time of forfeiture,
but shall not be under any obligation to do so. 3G a duly verified declaration in writing that the declarant is a Director, the Mana-
snce of ging Director or Secretary of the Company, and that a share in the Company has been duly
ure
forfeited on a date stated in the declaration, shall be conclusive evidence of the facts therein stated as against all persons claming to be entitled to the share. The Company may receive the consideration, if any, given for the share on any sale or disposal thereof & mav execute a transfer of the share in favour of the person to whom the share is sold or disoosed of and the transferee shall be registered as a member in respect of such share. The transferee shall not be bound to see to the application of the purchasemoney nor shall his title to such share be affected by any irregularity or invalidity in the proceedings in
reference to the forfeiture, sale or disposal of such share. 37 The provisions of these Articles as to forfeiture shall apply in the case of non-
eiture i/isons to navment of any sum which by the terms of a share, becomes payable at a fixed time, whe-
ly to non their on account of the nominal value of the share or by way of premium, as if the same
ment in had been payable by virtue of call duly made and notified.
ns of issue
18
( 8 )
Company' |j^n on shares 3' 8. The Company shall have a first and paramount Hen or? evary share (not b fully paid up share) registered in the name of each member (whether solely or jointly J r; others) and on the proceeds of sale thereof for all moneys (whether presently paya[)|e ll'- not) called or payable at a fixed time in respect of such shate and for his debts, liabi|jt)Cf and engagements solely, or jointly with any other person to or with the Company, whe^8 the period for the payment fulfilment or discharge thereof shall have actually arrived Or^r and no equitable interest in any share shall be created except upon the footing and conditj0|) that Article 10 hereof is to have full effect. Such lien shall extend to a 11 dividends from tinie to time declared in respect of such share. Unless otherwise agreed, the registration of a trans. fer of a share shall not oparate as a waiver of the company s lien, if any, on such share. Enforcement 39. For the purpose of enforcing such lien, the Board may sell the share subject thereto,
o:f Her, by..sale-
in such manner as it thinks fit, but no sale shall be made until notice in writing of the inten- tion to sell shall have been served on such member, his executor or administrator or other legal representative as the case may be and default shall have been made by him or them in payment of the sum payable as aforesaid in respect of such share or payment, fulfilment or discharge of such debts, liabilities or engagement for fourteen days after the date of ser- vice of such notice.
Applies iron of.
40. The net proceeds of any such sale shall be received by the company and after pay- Proceeds of.
sales ment of the costs of such sale be applied in or towards payments of such part of the amount in respect of which the lien exists or irror towards the payment or satisfaction of debts, lia- bilities, or engagements of the member concerned, and the residue, if any, shall be paid to the person entitled to the share at the date of the sale or his legal heir or representatives or executor or administrator or curator bonis or other legal curator as the case maybe. Validity of sales exercise of lien., 41. Upon any sale after forfeiture or for enforcing a lien in purported exercise of the
and after power hereinbefore conferred, the Board may appoint some person to execute an instru-
forfeiture.
ment of transfer of the share sold and cause the purchasers name to be entered in the Regis ter of Members in respect of the share sold, and the purchaser shall not be bound to see to the regularity of the proceedings, nor to the application of the purchase money, ancon' his name has been entered in the Register in respect of such share the validity of the sale not be impeached by any person on any ground whatsoever, and the remedy o. am/per*011 aggrieved by such sale shall be in damages only and against the Company exclusively- tioard may 42. Where any share has been sold by the Board pursuant to these articles and *
issue new
certificate certificate rn respect thereof has not been delivered to the Company by the former ltd* of such share, the Board .nay issue a new certificate for such share distinguishing it i»*'
manner as it may think fit, from the certificate not so delivered 'where in any such «st the certificate in respect of the share forfeited and/or sold is not delivered and a ne>v«* ficate for such share has been issued, the original certificate shall be treated as cane* and no claim or title based on such Certificate shall be binding on the Company.
( 9 )
TRANSFER & TRANSMISSION CF SHARES Execution of Transfer etc. 43. Save as provided in section 108 of the Act, no transfer of share shall be registered unless a proper instrument of transfsr duly stamped and executed by or on behalf of the t.ansieror and by or on behalf of the transferee, and specifying the name, address and occu- pation of the transferee has been delivered to the Company alongwith the certificate relating to the shares or, of no such certificate is in existance alongwith the letter of allotment of the shares in accordance with the provisions of Section 108 of the Act. The transferor shall be deemed to remain a member in respect of such share until the name of the transferee is
entered in the Register of Member in respect thereof. Each signature to such transfer shall be duly attested by the signature of one credible witness, who shall and his address and occupation.
Application
for Registration 44. Application for the registeration of the transfer of a share may be made either by
of Transfer.
the transferor or the transferee, provided that where such applications made by the transferor no registeration shall, in the case of the partly paid share, be affected unless the company gives notice of the application to the transferee in the manner prescribed by section 110 of the Act and, subject to the provisions of these Articles, the Company shall, unless objection is made by the transferee within two weeks from the date of receipt of the notice, enter in the Register the name of the transferee in the same manner, and subject to the same conditions as if the application of the transfer was made by the transferee.
Form of
45. Every instrument of transfer of shares shall be in the form prescribed by the Act Transfer
or the rules made there under and shall be in accordance with the provisions of section 108 of the Act. No fee shall be charged in respect of any transfer or transmission of any number of shares. Directors may 46. The Board may, subject to right to appeal conferred by section III of the Act, refuse to
register decline to register-
Transfer.
fa) The transfer of a share not being a fully paid share, to a person to whom they do not approve for. (b) Any transfer of shares on which the Company has a lien. No Transfer to 47. No transfer shall be made to or registered in the name of a minor or person of minor etc.
unsound mind. Instrument of 48. Every instrument of transfer shall be left at the office of the company for transfer to be registration, accompanied by the certificate of the share, or if no such certificate is in exis- left at Office
tence, by the latter of Allotment of the share and such other evidence as the Board may require to prove the title of the transferor or his right to transfer the share. Every instrument of transfer which shall be registered shall be retained by the Company, but any instrument of transfer which the Board may refuse to register shall be returned to the person depositing the same.
( 10 )
Notice.of. freftf., 49.. . I( th* Hoard reuses, whether ip pursuance of Article 46 or othe^. sal to,register-, the transfer.of, or the transmission by operation of law of the right to, any share, th M transfer
pany shall, within two months, from the. date on which the instrument o transfer Of Ta- rnation of.,such transmission as the case may be, was lodged with the Company, s ■ transferee.an.d the transferor or to the person, giving intimation of such transmission , 'e case may. be.notice, of. such uetusaL
Persons.entit-t. 50.. In case of.the death o,f a member,, the survivor or survivors where the dc.c ledltD'shares was a joint ho.ld.er, and his legal, representative where he was sole holder shall be the Op|i b y/trans mj ss i on.
person recognised by the; company as having ary title, to his interest intheshares- but nothing herein contained shall, release the estate of deceased joint holder from liability in respect.offany share which had been jointly held by him with other persons The Board may require any persons becoming entitled to shares in consequence of tqe death of any member to obtain a grant of probate or Letters of administration or other legal representation,,.as the- case, may be, from a competent court in India. It shall be |3V/. ful1 for the Beard. ir>.its absolute discretion to dispense with the Production of ProbateOf letter of Administration or such other legal representation upon such terms as to indemnity or otherwise asrthet,Board .may think, fit without in* any case being bound to do so. 51. Any pe/son, becoming enkt'led'to a sharo in consequence of the death, insanity, Taarrsffet ic.fr
shares of b'anki-ruptcy or insolvency of insane deceased.i thunks sufficient and subieclhas; hereinafter provided,, elect either to be registered as a of. Bankrupt. raemhars.. member in respect of such share or to, transfer such share to some other person. 52. Subject to the provisions; of- section 205 A & 205. B of the Act, the Directors may R^firtotf person , retain the dividends payable upon abates to which, ajiy person becomes entitled under Article entail ad to shares by, 51 until such person or his transferee shall become a member in respect of shares. Save as r assart of d«ath>,etc. .of is provided herein, dividends sbaH.be paid, by the Company to the registered holder of such members. shares or to his order or his bankers„ oriq.cqrseashare warrant has been issued in respectof tha shares ip pursuance of section,,114., of the Act to the bearer of such warrant or to his bankers. Hearten by/ 53. (a)i If the person becoming entitled. Bashar* under Article 51 shall elect to be persons becoming > registered as a.member in respect of the share himself, he shall deliver or send to the Com- entitled to> pany a notice in writing,signed by/hirmsta,ting,that he so. elects. -shares.. (b) If the person aforesaid sba|,Select.to, transfer the share, he shall testify his selection by executing an instrument of transfer qf the share (c) All the limitations, restrictions and, provisions of these Articles ralcti"8!" the right,to transfer.and the registration of transfers o f shares. shall be applicable to ear * notice or transfer as aforesaid as if the death, insanity, bankruptcy or insolvent0' member, had not.occurad and the nptjce or. transfer yyere a transfer signed by A-.*"*'
Right of succe- ssors to 54. A person becoming entitled to a share by reason of the death, insanity bankrutcy dividend.
or insolvency of the member shall, subject to the provisions of Article 49 and of sections 205 A, 205-B and 206 of the Act, be entitled to the same dividends and other advantages to which he would be entitled if he were the registered holder in respect of the share, Provided that the Board may at time give notice requiring any such person to elect either to be registered himself or to transfer the share, and if the notice is not complied with
within ninety days, the Board may thereafter with-hold payment of all dividends, bonuses
or other moneys payable in respect of the share, until the requirements of the notice have been complied with.
Company not 55. The company shall incur no liability or responsibility whatever in consequence of
Liable for dis-
regard of a its registering or giving effect to any transfer of shares made or purporting to be made by
notice purpor-
ting to prohibit
registeration any apparent legal owner thereof (as shown or appearing in the Register of Members) to
of transfer
the prejudice of persons having or claiming any equitable right, title or interest to or in the said shares not with standing that the Company may have had notice of such equitable right, title or interest or notice purporting to prohibit registration of such transfer, and may have entered such notice or refured thereto in any bock of the Company and the Company shall not be bound or reqired to regard or attend or give effect to any notice which may be given to it of any equitable right, title or interest or be under any liability whatsoever for refusing or neglecting so to do, though it may have been entered in or referred to in any book of the Company.
No fee for 56. No fee shall be charged for registration of any Probate, Letter of Administration,
registration of
probate etc.
Certificate of death or marriage, Power of Attorney or other instrument. BORROWING POWER Power of Board 57. Subject to and in compliance with the provisions of section 58 A-292 and 293 tcborrow.
of the Act, and other relevant provisions of law the Board may, from time to time, at its discretion, by a resolution passed at a meeting of the Board accept deposits from members, either in advance of calls or otherwise, and generally raise or borrow or secure the payment of any sum or sums of money for the purpose of the Company from any source; Provided, however, if the moneys to be borrowed together with the moneys already borrowed by the Company (apart from temporary loans obtained from the Company's bankers in the ordinary
course of business) will exceed the aggregate of the paid-up capital of the Company and
its free reserves (that is to say, reserves not set apart for any specific purpose), the Board shall hot borrow such moneys except with the consent of the Company in General
Meeting.
22
Board ?tb'de ter-
58; The Baa nd jnay raise or secure the repayment of such sum or sums ip sUc^ mine condit-
ions,to which manner and upon, such terms and conditions in all respects as it thinks fit, and in particular money/may, be,
be borrowed,
by the creation.of. any mortgage or charge on the undertaking of the whole or any part of the property (both, present and future) of the Company or by the issue of bonds perpetual or redeemable debentures of the Company charged upon all or any part of the property of the Company (both present ano future) including its uncalled capital for the time being
Ifesue-of.
59. Any debentures, bonds or other securities may be issued at discount, premium debenture'ar discount or or otherwise and with any special privileges as to redemption, surrender and drawings, and w-itfii special
privileges..
may be made assignable free from any aquities between the Company and the presons, to whom the same may be issued, Debentures with the right of allotment of or conversion into share shall not be issued except with the sanction of the Company in the General
Meeting. Debentures with voting rights, shall, however, not be issued.
Instrument 60. Save as provided'in section 108 of the Act. no transfer of debenture shall be
of transfer aS Debentures'
registered u nless a proper instrument of transfer, in the same form and on the same terms and conditions as are applicable to the transfer of shares, duly stamped and executed by the transferor and transferee, has been delivered to the Company together with the certificate or certificates of debentures. Notice: of 61. If the Board refuses to register the transfer of any debenture, the Company shall,
refusal to register within two months from the date on which the instrument of transfer was ladged with the
transfer of Debentures- Company, send to the transferee and the transferor notice of the refusal.
Mortgage of 62. Of any uncalled capital of the Company be included in or charged by any mort-
uncalled
Capitaf gage or other security, the Directors may, by instrument under Company's seal, authorise the person in whose favour such mortgage or security is executed, or any other person in trust to him, to make calls on the members in respect of such uncalled capital, and the
provisions hereinbefore contained in regard to calls shall, mutatis mutandis, apply to calls
made under such authority and such authority may be made exercisable, either condition- ally or unconditionally, and either presently or contingently and either to the exclusion of Director's power or otherwise and shall be assignable, if expressed so to be. GENERAL MEETINGS OF MEMBERS
Annual General 63. (a) The Company shall in each year in addition to any other meetings, hold a
Meeting
general meeting of the Company within six months after the expiry of each financial year
23
( 13 )
of the Company and not more than fifteen months shall elapse between the date of one general meeting and that of the next except where the Registrar, for any special reason extends the time within which any such general meeting may be held. Each such general meeting shall be called "Annual General Meeting" and shall be specified as such in the notice convening the meeting. Any other general meatings of the Company shall be called an "Extraordinary General Meeting". Sections 166 and 210 of the Act, shall be duly complied with in respect of holding of an Annual General meeting. (b) Every such annual general Meeting shall be called for a time during business hours on a day that is not a public holiday and shall be held either at the registered office of the Company or at such other convenient place in the city in which the registered office of the Company is situated as may be determined by the Board. Extraordinary 64. The Board may, whenever it thinks fit, call an extraordinary genera! meeting, and
General Meeting it shall, on the requisition of such number of members of the Company as held, at the date
or the deposit of the requisition, not less than one tenth of such of the paid-up capital of
the Company as at that date carries the right of voting in regard to the matter to be consi-
dered at the meeting, forthwith proceed duly to call an extraordinary general meeting of the Company and in the case of such requisition the following provisions shall apply : (a) The requisition shall set out the matter for the consideration of which the
meeting is to be called, shall be signed by the requisitionists, and shall be deposited at the
Registered Office. The requisition may consist of several documents in like form, each signed by one or more requisitionists. (b) Where to or more distinct matters are specified in the requisition, the requisition
shall be valid only in respect of these matters in regard to which the requisition has been
signed by the members or members hereinbefore specified. (c) If the Board does not within twenty-one days from the date of deposit of a valid
requisition in regard to any matter, proceed duly to call a meeting for the consideration of
those matters on a day not later than forty-five days from the date of the deposit of the
( 14 )
requisition, the requisitionists or such o( the requisitions, as. areenabled so to do by vinaf of sections 169(6)(b) of the Act may themselves call the meeting, but any meeting sc called shall not be held after the expiration of three months from the date of the deposit ot of the requisition.
(d) Any meeting called u nder this Article by the requlsitionists or any of them shall be cal . l . e d , i. n the same manner, as nearly a a c s npnocsssiiholiAe, aass tmheant. in which meeting are to be called by the Board, but shall be held at the Registered Office.
(e) Where two or more persons held any shares jointly, a requistion or notice calling a meeting signed by one or more or some only of them shall, for the purposes of this Article have the same force and effect as if it had been signed by all of them. (f) Any reasonable expenses incurred by the requisitionists by reason of the failure of the Board duly to call a meeting shall be repaid to the requisitionists by the Company; and any sum so repaid shall be retained by the Company out of any sums due or to become due from the Company by way of fees or other remuneration for their service to such of the Directors as were in default. PROCEEDINGS AT GENERAL MEETINGS Rtotitre ot 65. (a) Save as is provided in sub-section (2) of section 171 of the Act, not less
Meeting
than twenty-one days'notice in writing shall be given of every general meeting of the Company. Every notice of a meeting shall specify the place and the day and hour of the meeting and shall contain statement of the business to be transacted thereat. (b) Notice of every meeting of the Company shall be given to every member of the Company, to the person entitled to a share in consequence of the death or insolvency of a
member and to the Auditors for the time being of the Company, in the manner hereinafter
provided for the giving of notice to such persons provided that where the notice of a meet- ing is given by advertising the same in a newspaper circulating in the neighbourhood of the Registered Office of the Company under sub-section (3) of section 53 of the Act, the state- ment of material facts refered to in section 173 of the Act, need not to be annexed to the notice as required by that section, but it shall be mentioned in the advertisement that the statement of ,material facts has been forwarded to the members of the Company.
( 14 ) requisition, the requisitionists or such of the requisitionists.as. are enabled so to do by Vu-^ of sections 169(6) (b) of the Act may themselves call the meeting, but any meeting Eo called shall not bo held after the expiration of three months from the date of the deposit u of the requisition,
(d) Any meeting called u ndor this Article by the requisitionists or any of them shall be called in the same manner, as nearly as possible, as that in which meeting are to be called by the Board, but shall be held at the Registered Office.
(e) Where two or more persons held any shares jointly, a requistion or notice calling a meeting signed by one or more or some only of them shall, for the purposes of this Article have the same force and effect as if it had been signed by all of them. (f) Any reasonable expenses incurred by the requisitionists by reason of the failure of the Board duly to call a meeting shali be repaid to the requisitionists by the Company; and any sum so repaid shall be retained by the Company out of any sums due or to
become due from the Company by way of fees or other remuneration tor their service to
such of the Directors as were jn default.
PROCEEDINGS AT GENERAL MEETINGS Houin; ot 65. (a) Save as is provided in sub-section (2) of section 171 of the Act not fess
Meeting.
than twenty-one days' notice in writing shall be given of every general meeting of the Company. Every notice of a meeting shall specify the place and the day and hour of the meeting and shall contain statement of the business to be transacted thereat.
(b) Notice of every meeting of the Company shall be given to every member of the
Company, to the person entitled to a share in consequence of the death or insolvency of a member and to the Auditors for the time being of the Company, in the manner hereinafter provided for the giving of notice to such persons provided that where the notice of a meet- ing is given by advertising the same in a newspaper circulating in the neighbourhood of the Registered Office of the Company under sub-section (3) of section 53 of the Act, the state- ment of material facts refered to in section 173 of the Act, need not to be annexed to the notice as required by that section, but it shall be mentioned in the advertisement that the statement of material feels has been forwarded.to the members of the Company.
26
( 15 ) ( ) The accidental omission to give any such notice to, or the non-receipt of the notice by. any member oi other person to whom it should be given, shall not invalidate the proceedings at the meeting. Circulation ot 66. The Company shall comply with the provisions of section 188 of the Act as to member's reso-
lutions etc.
giving notice of resolution and circulating statements of the requisition of members. Special
Business 67. In the case of an annual general meeting, all business to be transacted at the meeting, with the exception of business relating to (i) the consideration or accounts, balance-sheet, and the reports of the Board and Auditors, (ii) the declaration of a dividend, (iii) the appointment of Directors in the place of those retiring, and (iv) the appointment of and the fixing of the remuneration of the auditors, and in the case of any other meeting all
business shall be deemed special.
Notice of
special 68. Where any items of business to be transacted at the meeting are deemed to be
business
special as defined in Article 67, there shall be annexed to the notice of meeting, a statement setting out all material facts concerning each such item of business, including in particular the nature of the concern or interest, if any therein of every Director Where in the business there is an item of according of approval to any document by the meeting the time and place where the document can be inspected shall be specified in the statement of material facts. No general meeting shall be competent to discuss or transact any special business which has not been specifically stated in the notice of the meeting. Quorum to be present when 69. No business shall be transacted at any General Meeting of the Company unless a
business quorum of members is present at the time when the meeting proceeds to business. Save as
commences
herein otherwise provided, five members present in person shall be the quorum for a meet- ing of the Company.
70 Any act or resolution which, under thase Articles or the Act, is permitted or Resolution to
be passed by required to he done or passed by the Company in general meeting shall be sufficiently so done company in
General or passed if effected by an ordinary Resolution as defined in section 189 (1) of the Act un- Meeting
less either the Act or the Articles specifically require such act to be done or resolution to be passed by a specific majority or by special resolution as defined in section 1 g9 (2) of the Act.
71 The Chairman, it any, of the Board shall preside as Chairman at every General
Chairman of
General Meeting of the Company. II at any meeting the Chairman is not present within fifteen min- Meeting
utes after the limo appointed for holding such meeting, or is unwilling to act as Chairman
27
( 16 )
of the meeting, the members present shall choose another Director as Chairman, and if , . ' riq Director be present or if all the Directors present decline to take tne chair, then the m Mttji bers present shall elejt one of their numbers, being a member entitled to vote, to be Cha; man of the meeting.
Dissolution
and adjour- 72. If within half an hour from the time appointed for holding a meeting of the Camp, ment of Meeting any, a quorum is not present, the meeting if called upon the requisition of members, shall stand dissolved but in any other case the meeting shall stand adjourned to the same day jn the next week at the same time and place or to such other day and at such other time and place as the Board may by notice appoint if at such adjourned meeting also a quorum js not present within half an hour from the time appointed for holding the meeting, the members present shall be e quorum and may transact the business for which the meeting
was called.
Vote by show of hands 73. Every question submitted to a meeting shall be decided in the first instance by a
show of hands and in the case of an equality of votes, whether on a show of hands or on a poll, the Chairman of the meeting shall be entitled to a second or casting vote in addition to the vote to which he may be entitled as a member.
Evidence of 74. At any general meeting unless a poll is, before or on the declaration of the result
passing of a resolution of voting on any resolution on a show of hands, demanded by the chairman of his own
where poll is not demand
motion or by at least five members having the right to vote on the resolution and present in person or by proxy, or by any member or members present tn person or by proxy and having not less than one-tenth of the total voting power in respect of the resolution or by any member or members present in person or by proxy holding shares in the company con- ferring, a right to vote on the resolution, being shares on which an aggregate sum has been paid-up which is not less than one-tenth of the total sum paid-up on all the shares conferr- ing that right, a declaration by the Chairman that the resolution has or has not been carried,
or has been carried either unanimously or by a particular majority, an entry to that effect in
the books containing the minutes of the proceedings of and the company shall be conclu-
sive evidence of the fact, without proof of the number or proportion of the vote cast in favour of or against such resolution.
Poll 75. (a) If a poll be demanded as afo said, it shall be taken forthwith on a question of adjournment or election of Chairman of the meeting and on any other question
( 17 )
it shall be taken at such time not being later than forty eight hours from the time when the demand was made, as the Chairman may direct. (b) The demand for a poll may be withdrawn at any time by the person who made the demand.
(c) Where a poll is to be taken, the chairman of the meeting shall apoint two srutineers, at least one of whom shall be a member(not being an officer or employee of the company) ptesent at the meeting provided such a member is available and willing to be appointed, to scrutinise the votes given on the poll and to report thereon to him.
(d) The result of the poll shall be deemed to be the decision of the meeting on the
resolution on which the poll was taken. On a poll a member entitled to more than one vote or his proxy or other person entitled to vote for him, as the case may be, need not, if he votes, use all his votes or cast in the same way all the votes he uses. (e) The demand for a poll shall not prevent the meeting from transacting any business other than the business in respect of which a poll has been demanded.
Power oi 76. (a) The chairman of a General Meeting may adjourn the same from time to time
Chairman to adjourn Gene- and from place to place, but no business shall be transacted at any adjourned meeting
ral meeting
other than the bossiness left unfinished at the meeting from which the adjournment took place.
(b) When a meeting is adjourned, it shall not be necessary to give any notice of adjournment or of the business to be transacted at be adjourned meeting, provided that when a meeting is adjourned for thirty days or more notice of the adjourned meeting shall be given as in the case of an original meeting.
VOTES OF MEMBER
Votes of 77. Subject to any rights ot restrictions for the time being attached to any class of Members
shares, on a show of hands every member present in person including a body corporate represented b / a duly authorised person in accordance with section 187 of the Act shall have one vote and on a poll every member present in person or by proxy shall have voting rights in proportion to his share of the paid up equity capital of the company as provided in section 87 of the act. Votes by and 78. The company ora body corporate (hereinafter in this Article call Member
Powers of Company) which is a member of the company, may vote by representative duly appointed
representative
of Members accordance with section 187 of the Act. A person duly appointed to represent the mem*
Companies
her company at any meeting of the company, or at any meeting of any class of the members of the company, shall be entitled to exrcise the same rights and power (including the right to vote by proxy) on behalf of the member company which he represents, as that member company could exccrcise if it were an individual member.
79. Subject to section 187-A of the Act the Governor of a state, if he is a member
Vote by and
powers oi of the company, may by an order signed by a Secretary to that Government, authorise any tc present alive of Government. person to attend and vote and act as his representative at any meeting of the company or at
18 )
any meeting of any class of members
of the company. A portcm octhonsed by iho Secretary to the Government as a>_f_o_re_s_a_i_d shall be entitled to exercise the same rights and powers Including the right to vote by proxyr. , on behalf of the governor whom he represents as that Governor could exercise as a member of the company.
Vote in respect 80. Any person entitled under Article 51 to transfer shares may vote at any General
shares of Members Meeting in respect thereof in the same manner as if he were the member registered in res-
deceased, etc.
pect of such shares, provided that forty-eight hours at least before the time of holding the meeting or adjourned meeting, as the case may be, at which he proposes to vote, be shall satisfy Board of his right to transfer such shares, unless the board shell have previously admitted his right to vote at such meeting in respect thereof A member of unsound mind or in respect of whom an order has been made by any Court haring jurisdiction in lunacy may vote, whether on a show of hands or on a poll by his committee or other legal guardian, and any such committee or guardian may, on a pall, vote by proxy.
Votes of joint 81. Where there are members registered jointly in respect of any shares, any one cf
members
such persons may vote at any meeting, either personally or by proxy, in respect of sjch shares as if he were solely entitled thereto and if more than one of such members be present at any meeting either personally orby proxy that one of the said members so present whose name stands first on the Register of Members in respect of such shares alone shall be entitled to vote in respect there of. Severals executors or administrators of a deceased
member in whose name any share is registered shall for the purposes of this Article be
deemed to be members registered jointly in respect there of.
Votes by proxy
82. Votes may be given either personally or by proxy or in case of a body corporate or Government by a duty authorised representative as aforesaid. [ Instrument 83. (a) The instrument appointing a proxy shall be in writing and be signed by the apcxiinfing
proxy io be in appointer or his attorney duly authorised in writing or if the appointer is a representative writing
of a body corporate, be signed by him or his attorney duly authorised by him, by reason of the special statutory right given to him under section 187 (2), 187-A and 187-B of the Act. (b) A person may be appointed a proxy though he is not a member of the company and every notice of general meeting served on a member shall state that a member entitled to attend and vote at the meeting is entitled to appoint a proxy to attend and vote instead of himself and that a proxy need not be a member of the company, Instrument 84. The instrument appointing a proxy and the power of attorney or other authority,
appointing a proxy to be if any, under which it is signed, or notarially certified copy of that power or authority, shall
deposited at be deposited at the Registered office of the company not less than forty-eight hours before
the office
the time for holding the meeting or adjourned meeting at which the person named in the instrument proposes to vote in respect there of, and default the instrument of proxy shall not be treated as valid.
30
(. W )
proxy validbv vote 9'ven *n accordance with the terms of an instrument appointing proxy through autho- shall be valid notwithstanding the previous death or insanity of principal or the revocation proxy or the transfer of the share in respect of which the proxy is given, provided that no intimation in writing of such death, insanity, revocation or transfer shall have been received
by the Company at its Registered office before the commencement of the meeting or adjour-
ned meeting at which the proxy is used; provided never the less that the Chairman of any
meeting shall be entitled to require such evidence as he may in his discretion think fit of the
due execution of an instrument of proxy and that the same has not been revoked.
Form of insture- merit appoin- 86. Every instrument appointing a proxy shall be retained by the Company and
ting proxy.
shall, as nearly as circumstances admit, be in the following from :
U. P. ALP SANKHYAK VITTIYA AVAM VIKAS NIGAM LIMITED l/We..................................................... being a member/members of the U. P. Alp Shankhyak Vittiya Avam Vikas Nigam Limited, here by appoint.................................................................. °f..................................................(or failing him......................................................of............... ................................................... Jas my/our proxy to attend and vote for me/us and on my/our
behalf at the Annual General Meeting/General Meeting (Not being an annual meeting) or the said Company to be hold on the......................................................... day of.........................................................and at any adjournment there of. Signed this day of
198 (REVENUE STAMP) SIGNATURE Provided always that an instrument appointing a proxy may be in either of the forms in Schedule IX to the Act.
Restrictions on 87. No member shall be entitled to exercise any voting right, either personally or by voting
proxy at any meeting of the company in respect of any shares registered in his name on which any calls or other sums presently payable by him have not been paid or in regard to which the company has, and has exercised, any right of forfeiture or lien.
Objection as to 88. No objection shall be raised as to the qualification of any voter except at the
qualifications
of voters. meeting or adjourned meeting at which the vote objected to is given or tendered, and every vote not disallowed al such meeting shall be valid for all purposes. Any such objection made in due time shall be referred to the Chairman of the meeting who shall forthwith decided the same and such decision shall be final and conclusive.
DIRECTORS
Number and 89 The Board shall consist of not less than three and not more than twelve appointment ol directors. The Governor of Uttar Pradesh shall be entitled to appoint any or all the directors. directors, to replace all or any of them, or on removal, resignation or death of anv such directors, to fill the vacancies so caused. v
31
( 20 > Directors at the following persons shall be tfltJ the time of 90. At the incorporation of the Company f the adoption Directors of the Company and competent as such
to make allotment of shares ; of these Arti-
cles,
1. SYED ALI
Sri SHYAM KRISHNANS IN HASri TAHIR RIZVI 4'
2. Sri SIRAJ HUSSAIN 5'
Sri JNARDAN PRASAD
3. Sri GAJODHAR PRASAD SHUKLA Qualification 91. UnIess olhefwjse determined by the Company in general meeting a Dj,ecto Directors. . L„rDC shall not be required to hold any qualification snares. Appoimentof 92. Where any investment and finance corporations such as the Industrial FjnanC( Finance Cor- Corporation of India, Industrial Credit and Investment Corporation of India or any othei porations, etc. Corporation or Bank or the Central or State Governmet make loan to the Company Ol give guarantees in connection with the grant of a loan to or the supply ot machinery Of other equipment for the Company any such body shall be entitled to nominate a Director of Directors of the Company who shall be called as nominee Director of the Company jf that be agreed to as a condition of the grant of a loan or giving of such guarantee. The Directors so appointed shall not be required to obtain any qualification shares and trie provisions of the Articles as to retirement of Director shall not apply to him/them. The
Directors so appointed shall have the same powers and privileges as other Directors of the Company, The said Directors shall hold office at the pleasure of and shall be removable
or substituted by another person by such Corporation, Bank or Government.
Directors Fee 93. (a) Subject to the provisions of Section 310 of the Act each Director shall be
paid out of the funds of the Company by way of remuneration for his services per meeting of the Board or any Committee of the Board attended by him at such rate as the Board may in consultation withand subject to the prior approval of the Governor of Uttar Pradesh time to time decide. (b) The Board may allow and pay to any Director who for the time being is resi- dent out of the place at which any meeting of the Directors may be held and who shall
come to that place for the purpose of attending such meeting, such sum actually incurred as the Board may consider fair and reasonable by way of his expences in connection with
his attending the meeting.
ofTrecioHor " a'iy DifeCt°r' being Willin9' shalt be ca"ed upon to perform extra serv.ceor
extra service to make any special exertion s in going to or residing in anyplace for any of the purpose
of the Company or in giving special attention to the business of the Company or as a
member of a Committee for the Board then subject to sections 198 309 310 and 314 of the
Act, The Company may subject to the prior approval of the Governor of Uttar Pradesh remunerate the Director so doing either by a fixed sum or by a percentage of profits *
otherwise and such remuneration may be either in a other remuneration to which ho may be entitled Board may act 95. The continuing Directors rnav set nOtmthstand , lhe Boar.l not with stan- ding vacancy. but if the number tall below the quorum fixed by Article 116 for a meet.no of the Boar* the Director or Directors shall not. except for the purpose of filling vacancies sc as» 32
( 21 ) inc.ease the number of Directors, to that fixed for the quorum or of summoning a general meeting of the company, act so long as the number is below the minimum aforesaid. When office of Director 96. The Office of a Director shall ipso facto become vacant if he— becomes
vacant
(a) fails to obtain within the time specified in sub-section (1) of section 270 of the Act or any time thereafter ceases to hold the share qualification, if any, required of him under Article 91, or
(b) is found to be of unsound mind by a court of competent jurisdiction; or (c) applies to be adjudicated an insolvent; or
(d) is adjudged an insolvent; or
(e) is convicted by a court of any offence involving moral turpitude and sentenced in respect thereof to imprisonment for not less than six months; or
(f) fails to pay any call in respect of shares of the company held by him, whether alone or jointly with others, within six months from the last date fixed for the payment of the call, unless the Central Government has. by notification in the official Gazette, removed the disqualification incurred by such failure; or
(g) absents himself from three consequitive meetings of the Board or from all meetings
of the Board for a continuous period of three months, whichever is the longer, without obtaining leave of absence from the Board; or (h) whether by himself or by any person on his behalf or on his account or any firm of which he is a partner or any private company of which he is a Director, accepts a loan, or any guarantee or security for a loan, from the company in
contravention of section 295 of the Act; or
(i) acts in contravention of section 299 of the Act; or
(j) becomes disqualified by an order of court under section 203 of the Act; or (k) is removed in pursuance of section 284 of the Act; or
(l) having been appomted a Director by virtue of his holding any office or other
employment in the company, ceases to hold such office or other employment in the company; or
(m) by notice in writing to the company resigns his office; or
(n) having been nominated a Director by the Governor of Uttar Pradesh is removed or substituted by the Governor of Uttar Pradesh. Directors, fete, not to hold otti- 97 Except with the consent of the company accorded by a special resolution ca of profit under the no Director of the company shall hold any olfice or
company cr
its subsidiary place of profit, and
33
( 22 )
„ 4 firm in which such a director *
(b) no partner, or refat.ve of such a direC ° q ' hjch such a director is a director Of mreelamtibveer ,i sa an dp anrotn e d r i , r encot orp roiv, amtea ncaogmerp oatn y. uoef bw a Privartnem CnaWnv Wshajlbl ho lnd ho a a„, office or piece of p.of.t carry,ng a totai montn.y rupees or more, except that ol managing '• manager, legal M«tntc.i
adviser. ( i) under the Company; or (ii) under any subsidiary of the company unless the remunereation received from
such subsidiary in respect of such office or place of profit is par over to the
company or its holding company; Provided that it shall be sufficient if the special resolution according the consent of the company is passed at the general meeting holding of such office or place of profit; Provided further that where a relative of a director, or a firm in which such re|a tive is a partner, is appointed to an office or place of profit under the company or a subsidiary there of without the knowledge of the director, the consent of ihe
company may be obtained either in the general meeting aforesaid or within three
months from the date of the appointment, whichever is latter.
98. A Director of the company may be or become a Director of any Company ^DirectorsY promoted by this company or in which it may be interested as vendor, shareholder or
of companies otherwise, and no such Director shall be accountable for any benefits received as Directoi tbe'company Of member of such company. 99. Subject to the provision of section 297 of the Act. A Director shall not be disqua- Condition lified from contracting with the company either as vendor, purchaser or therewise of goods,
under which Director may materials, or services from under writing the subscription of any shares or debentures of
contract with the company, nor shall any such contract or arrangement entered into by or on behalf of
the Company
the Company with a relative of such Director era firm in which such Director or relative is a partner or with any other partner in such firm or with a private company, of which such Director is a member or Director be void : nor shall any Director so contracting or being such member or so interested be liable to account to the company for any profit realised by any such contract or arrangement by reason of such Director holding office or of the fiduciary relation there by established.
Disclosure of 100. Every Director, who is in any way, whether directly or indirectly concerned or Directors
interest. interested in a contract or arrangement entered into or proposed contract or arrangement to be entered into by or on behalf of the company, shall disclose the nature of his concern or interest at a meeting of the Board as required by section 299 of the Act. Discussion and 101. No Director shall, as a Director, take any part in the discussion of or vote on, voting by inter-
ested Directors any contract or arrangement entered into or to be entered into by or on behalf of the company if he is in any way, whether directly or indirectly, concerned or interested in the
( 23 ) contract or arrangement, nor shall his presence count for the purpose of forming a quorum at the time of any such discussion or vote. This prehibition shall not apply to '■—
(a) any contract of indemnity against any loss which the Directors or any
one or more of them may suffer by reason of becoming or being surities or a surety for the company ; or
(b) any contract or arrangement entered into or to be entered into by the company with a public company or with a Private company which is a subsidiary of a public company, in which the,interest of„the Director aforesaid consists solely in his being a director of such company and the holder of not more than shares of such number or value there in as is requisite to qualify him for appointment as a director there of, he having been nominated as such director by the Company or
in his being a member holding not more than two percent of the paid up share capital of such company.
Director not 102. None of the directors appointed by the Governor of Uttar Pradesh under
V> retire by article 89 or the directors appointed by the financial corporations, etc
rotation.
under Article 92 shall be liable to retire by rotation. Retirement 103. At every annuaT generalmeeting dt"the Company one thircf of such of the of directors
Directors for the time being as are fable to retire by rotation, or if their num- ber is not three or a multiple of three ihen, the number nearest to one third, shall retire from office. A retiring Director shall be eligible for re election. Determination 104. The Directors to retire by rotation at every annual general meeting shall
of retirement be those who have been longest in office since their last appointment but as
of Directors
between persons who become Directors on the same day, those who are to retire shall, in default of and subject to any agreement among them selves, be determined by lot.
Appointment 105. Save as is permitted by section 263 of the Act every resolution of the General of Directors, Meeting for the appointment of a Director shall relate to one named individual to be voted on individually only. 106. At the annual general meeting at which a Director retires by rotation the Vacancies to company may fill up the vacancy by appointing the retiring Director or some be filled at
Annual other person there-to. If the place of the retiring Director is not so filled and General the meeting has not expressly resolved not to fill the vacancy, the meeting shall Meeting stand adjourned till the same day in the next week, at the same time and place, or if that day is a public holiday, till the next succeeding day which is not a public holiday, at the same time and place. If at the adjourned meeting also the place of the retiring Director is not filled up and that meeting also
has not expressly resolved not to fill up the vacancy, the retiring Director
shall be deemed to have been reappointed at the adjourned meeting, unless— ( i ) at the meeting or at the previous meeting a resolution for the re-appointment of such Director has been put to the meeting and lost or (ii ) the retiring Director has, by a notice in writing addressed to the company or the Board, expressed his unwillingness to be so re-appointed; or (iii) he is not qualified or is disqualified for appointment; or (iv) a resolution whether special or ordinary, is required for his appointment or re- appointment by virtue of any provisions of the Act; or (v ) the proviso to sub-section (2)of section 263, of the Act is applications to the case.
Incre ase or 107. Subject to the provisions of sections 252, 255, 258 and 259 of the act the company
reduction in in general meeting may, from time by ordinary resolution increase or reduce the
the dumber of Director number of Directors within the limits fixed by article 89.
35
( 24 )
Power to rem-
108. The company may, subject to the provisions of section 284 of the Act, by ordi- ove Directors
nary resolution of which special notice according to section 190 of tne aci as oeen given remove any Director (not being a Director appointed by the Central Government unde« section 408 of the Act or by the Government of Uttar Pradesh) before tnu expiry of his period of office and may by ordinary resolution of which special notice "as been given, appoint another person in his place. Director so appointed shall hold office until the date
up to which his predecessor would have held office if he had not been so removed. [f the
vacancy created by the removal of a Director under the provisions of this article is not so filled by the meeting at which he is removed, the Board may at any time thereafter fill such vacancy under the provisions of Article 109.
Board may till 109. (a) If the office of any Director (other than the Directors appoint'd by the
casual vacate las
Governor of Uttar Pradesh), appointed by the Cornany in general meeting is vacated before his term of office would have expired in the normal course, the resulting vacancy may be filled by the Board at a meeting of the Bvard. But any person so appointed shall hold office only up to the date up to which the Director in whose place he is appointed would have held office
if it had not been so vacated; provided that the Board shall not fill such
avacancy by appointing there to any person who has been removed from
the office of the Director under Article 108.
Board may 110. The Board shall have power at any time, and from time to time, to appoint a
appoint addi-
person or persons as a additional director and additional director(s) provided that the total tional Director
directors together shall not at any time exceed the maximum strength fixed number of for the Board by these articles. Such additional directors shall hold office only up to the date of the next annual general meeting of the company, but shall be eligible for appointment by the Company at the meeting subject to the provisions of the Act. Right of per. 111. (a) A person, who is not a retiring Director, shall subject to provisions of the
sons other than
retiring Direc- Act be eligible for appointment to the office of Director at any general meeting if he or
tors to stand some member intending to propose him has not less than fourteen days before the meeting,
for director- left at the Registered Office of the Company, a notice in writing under his hand signifying
ship.
his candidature for the office of Director or the intention of such member to propose him as a candidate for that office, as the case may be.
(b) The company shah inform its members of the candidature of a person for the office of Director or the intention of a member to propose such person as a candidate for the office by serving; individual notices on the members not fess than seven days before the meeting; provided that it shall not be necessary for the Company to serve individual notice upon the members as aforesaid if the Company advertises
such candidature or intention not less than seven days before the meeting in at
least two newspapers circulating in the place where the Registered Office of the Company is located, of which one is published in the Eeglrsh language and the other in regional language of that place.
(c) Every person (other than a Director retiring by rotation or otherwise a person who has left at the Registered Office of the company a notice under section 257 signi- fying his candidature for the office of a Director) proposed as a candidate for the office of a Director shall sign, and file with the company, his consent in writing to act as a Director, appointed. ALTERNATE DIRECTOR
Pvwar of Board 112. The Board may appoint an alternate Director to act for a Director (other than a
to appoint Director appointed under Article 90), during his absence for a period of not less than three
• ha/nola Otr acton months from the State of Uttar Pradesh where the meetings of the Board shall ordinarily be held and such appointment shall have effect and such appointee, whilst he holds office as an alternate Director, shall be entitled to all the rights, powers and previleges of the
original Drector an 1 notice of meetings of the Board and to attend and vote there at accordingly; but he shall not be required to hold any qualifying shares and shall ipsofacto vacate office if and when the original Director returns to the State of Uttar Pradesh or
the original Director vacates office as Ditector.
( 25 )
PROCEEDINGS OF THE BOARD
Meeting of the 113. (a) The Board shall meet together for despatch of business at least once in every three Board
calendar months and at least four such meetings be held during any calendar year.
(b) Notice of every meeting of the Board shall be given in writing to every Director for the time being at his usual address in India. Director may su
mmon meeting 114. The Chairman, Managing Director or Secretary may at any time and shall, upon the request of a Director at any time, convence a meeting of the Board Chairman 115. If at any meeting of the Board, the Chairman is not present within fifteen minutes after the time appointed for holding the meeting, the Directors present may choose one of their members to be the Chairman of the meeting.
Quorum
116. Subject to the provisions of section 287 of the Act the quorum for a meeting of the Board shall be one-third of its total strength, any fraction contained in the one third being rounded off as (one) or two Directors whichever is higher, provided that where at any time the number of interested directors exceeds or is equal to two thirds of the total strength, the number of the remaining directors, that is to say, the number of the directors who are not interested but present at the meetings, being not less than two shall be the quorum during such time. For the purpose of this Article, an alternate directors shall be counted in a quorum at meeting at which the director in whose place he is appointed is not
presented. If a quorum is not present within fifteen minutes from the time appointed for
holding a meeting of the Board, the meeting shall stand adjourned till such date and time
as the chairman of the Board shall appoint.
Powers of 117. A meeting of the Board at which a quorum is present shall be competent to
Board meeting
exercise all or any of the authorities, power, functions and discretion by or under these Articles for the time being vested in or exerciseable by the Board. Questions to 118. Save as otherwise provided by the Act, questions arising at any meeting shall be
be decided by decided by a majority of votes, and, in case of an equality of votes, the Chairman shall
majority Vote
have a second or casting vote.
119 Subject to the restrictions contained in section 292 of the Act, the Board may, Committees of the Board from time to time, delegate any of its powers to a committee or committees of the Board consisting of one or more Directors and may from time to time revoke such delegation. Every committee so formed shall main the exercise of the powers so delegated, confoim to any regulations and/or restrictions that may from time to time be imposed on it by the
Board. Ail acts done by any such committee of the Board in confirmity with such regulations
and in fulfilment of the purposes of their appointment shall have the like force and effects
as if done by the Board.
Regulation of 120 The meetings and proceedings of any such committee of the Board consisting
Committee of two or more Directors shall be governed by the provisions herein contained roc
meetings.
regulating the meetings and proceedings of the Board so far as the same are applicable thereto and are not superseded by any regulation made by the Board. Acts of a Dir- 121. Act done by any meeting of the Board or by a Committee of ihe Board or by a ector valid not person as a Director shall be valid notwithstanding that it may after-wards Le discovered withstanding that the appointment of such committee or Director(s) or of the person(s) acting as defective app-
Director(s) was invalid by reason of any defect or disqualification or had terminated by ointment. etc.
virtue of any; provision contained in the Act or in these articles; provided that nothing in this article shall be deemed to give validity to acts done by a Director after his appointment has been shown to the company to be invalid or to have terminated. Resolution by 122 Save as otherwise expressly provided in the Act end in these cases where a Circulation resolution is required by section 292 of the act to be passed at a meeting of the Board a resolution shall be as valid and effectual as if it had been passed at a meeting ot the Board, or Committee thereof, as the case may be, duly convened and held, if a draft thereof in writing is circulated together with the necessary papers, if any, to all the Director or all the members of the commitee, then in India (not being less in number than the quorum fixed for a meeting of the Board or commitee, as the case may be) and to all other Directors or members at their usual address in India and has been aproved
by such of the Directors as are then in India ar by a majority of such of them as are entitled to vote on the resolution.
Minutes to be 123. (a) The Board shall, in accordance with the provisions of section 193 of the Act,
made
cause minutes of all proceedings of sve.-y general meeting and of all proceedings of
( 26 ) every meetings of the Board and of evSrVc°"''™ su^meetkig6 entries thereof in books'^ within thirty days of the conclusion of every such Each page Ol every ??
for that purpose with their pages con;*e4£'v ™ of the record of proceedings'! book shall be initialled or signed and the las jg by tho chairman of thP 9 ° each meeting in such book shall be dat®d Jn^ 9 „ andH, tbe case of minutes of
meeting, or the Chairman of the succeeding rneetmg d* within the afore.?, ceedings of a general meeting, by the Cha.mian cf th(nablJlty of the Chairman within t h t period of thirty days or in the event of the death or rna _
period, by a Director duly authorised by the Board for the P' rP' , afo-esaid hv n^S or proceedings of a meeting shall be attached to any such D Y pa.ting or otherwise. (b) The minutes of such meeting shall contain a fair and correct summary of the proceedings there at and all orders made by the Board or Committees or lie Board and all appointments of Directors and other officers of the company made at the meetings aforesaid shall be included in the minutes of the meeting, Provided that no matter need be included in any such minute which in tha opinion of the Chairman of the meeting in his absolute discretion : — (i) is, or could reasonably be regarded aS defamatory of any person; or (ii) is irrelevant or immaterial to the proceedings; or (iii) is detrimental to the interests of the company.
(c) The minutes of each meeting of the Board or a committee of the Board shall aiso
contain the names of the Directors present at the meeting and in the case of each such resolution passed at the meeting, the names of the Directors, if any, dissenting from, or not concurring in, the resolution.
(d) Minutes of any meeting of the Board or Committee thereof, or of the Company in general meeting if kept in accordance with the provision of section 193 of the Act shall be evidence of the proceedings recorded therem. The book containing the minutes of all proceedings of any general meeting of the Company shall in accordance with section 196 (1) of the Act be kept at the Registered Office of the Company and shall be open to the inspection of any member without charge on alt business days between the hours of
10.30 a.m. and 12.30 p.m. - POWER OF THE BOARD
General 124. Subject to the provisions of the Act, the control of the Company's affairs shall Powers of the be vested in the Board, who shall pay all expenses incurred in promoting and registering Company vested in the the company and shall be entitled to exercise all such powers and to do all such acts and Board things as the Company is authorised to exercise and do; provided that the Board shall not exercise any power or do any actor thing which is directed or required whether by the Act or any other Act or by the Memorandum cf Association of the Company or by these Articles or otherwise, to be exercised or done by the company in general meetings; provided further that , in exercising any such power or doing any such act or thing, the Board shall be subject to the provisions contained in that behalf in the Act or any other Act or in the Memorandum of Association of the company or in these Articles, or in any regulations not in consistant there with duly made thereunder, including regulations made by the company in general meeting but no regulation made by the company in general
meeting shall invalidate any prior act of the Board which would have been valid if that
regulation had not been made provided further that the Board shall not transfer whether by way of sales gift, or mortgage br otherwise dispose of any immovable property of the
Company without prior approval in writing of the Government of Uttar Pradesh. Specific powers 125 Without prejudice to the general powers conferred by Article 124 and by or of (he Board. under any other Article or the provisions of the Act, the board have the following specific powers; .
(i) To carry out the objects of the company and exercise the power contained clause III of the Memorandum of Association of the company. (ii) To have the superintendence, control and direction over Managers or Managing
Directors, whole time Directors and nil other officers of the company. (iii) To .carry on business on the vacation of office by the Managing Director or Manager of the company, if any. (iv) To delegate, subject to the provisions of section 292 of the Act, by a resolution passed at a meeting of the Board to any committee of the Board and/°r
e i
38
( 27 )
• anaging Director of the company and/or Managers and/or principal officers of the blanches established at the head quarters of the company or any other places,
(a) The power to borrow moneys otherwise than on debentures. (b) the power to invest the funds of the company ; (c) the power to make loans; and
(d) the power to carry out the objects of the company as contained in clause III of the Memorandum of the company in respect of any particular unit owned, managed or run by the Company. Provided that every resolution delegating power under clause (a) shall specify the total amount outstanding at any time up to which money can be borrowed by the delegate; every resolution delegating the power referred to in clause (b) shall spacify the total amount up to which the funds may be invested and the nature of investment which may be made by the delegate; and everyresolution delegating the power in clause (c) shall specify the total
amountup to which the loans may be made and the maximum amount of loans which may be made for each purpose in individual cases. Provided further that nothing in this Article shall be deemed to affect the right of Company in general meeting to impose restrictions and conditions on the exercise by the Board of any of the powers specified above. (v) To appoint at any time and from time to time by a power of Attorney under seal, any person to be the Attorney of the Company for such purposesand with such powers, author ties and discretion (not exceeding those which are delegatable by the Board
under the Act or these A tides) and for such period and subject to such conditions as the Board may from time to time think fit, with powers for such Attorney(s) to sub-
delegate all or any of the Powers, authorities and discretions vested in the Attorney(s) for
the time being. (vi) To acquire by lease, mortgage, purchase or exchange or otherwise any property rights or privileges which the Company is authorised to acquire at such price and generally on such te ms and conditions as the Board may think fit.
(vii) Subject to the provisions of section 293 of the Act, to sell, let exchange, or otherwise dispose of absolutely or conditionally any proparty, rights or p ivileges and undertaking of the Company upon such terms and conditions and for such considerations
as the Board may think fit.
(viii) To open any account or accounts with such Bank or Banks as the Board may
select or appoint, to operate on such accounts, to make, sign, draw, accept, endorse or otherwise execute all cheques, promissory notes, drafts, hundies, orders, bills of exchange, bills of lading, and other negotiabe instruments, to make and give receipts releases and
< ther discharges for moneys payable to the company and for the claims and demands
of the company ; to make contracts to execute deeds. (ix) To appoint officers, clerks and servants for permanent, temporary or special
. as the Boards may from time to time think fit and to determine their powers and
I V I V Qv duties and to fix their salaries and emoluments and to require security in such instances and to such amount as the Board may think fit and to remove or suspend any such officers, clerks and servants ; t..
provided, however, that no post the basic pay of which either exceeds Rs','2,500/- per mensem or the maximum of the scale of which exceeds Rs. 2,500/- per mensem shall be created and filled without the prior approval of the Govemer of Uttar Pradesh,rbut in case it is found useful to avail the services of retired Government servant of good competence and experience, this limit of Rs. 2,500/-may be raised to Rs, 3,000/-inclusive of pension ' provided further that appointment of any foreign national shall not I e made
( 28 )
without the prior approval of the Governor of Uttar Pradesh except the appintment of foreign technical personnel to any post without any ceiling of salary to such personnel and also when such appointment is in broad conformity with the policy of the Government. (x) To sanction pay and re imburse the officer and employees of the Company in respect of any expenses incurred by them on behalf of the Company,
(xi) To invest and deal with any of the moneys of the Company, to vary/re|ease such investments subject to the provisions of sections 49, 77, 292, 295. 370 and 372 of (he Act. (xii) To refer claims or demands, by or against the Company to arbitration.
(xiii) To institute, conduct, defend compound or abandon any legal proceedings by
or against the company or its officers, or otherwise concerning the affairs of the company and also to compound and allow time by or against the company and to appoint solicitors, Advocates, counsel and other legal practitioners or advisers for such purposes or for any other purposes and pay their remuneration.
(xiv) To act on behalf of the Company in all matters relating to insolvency in which the Company is interested.
(xv) To pay and give gratuities, pensions and allowances to any person or persons including any director, to his widow, children or dependents that may appear to the Board just or proper whether any such persons, widow, children or other dependents have or
have not a legal claim up to the Company and whether such person is still in service of
the Company or has any funds, and pay premiums for the purchase or provision of any such gratuity, pension or allowance. (xvi) To establish, maintain, support and subscribe to any charitable or public object or any institution, society or club which may be for the benefit of the company or its employees.
(xvii) To set aside portions of the profits of the Company to form a fund, before re- commending any dividends, for the objects mentioned above.
(xviii) To make and alter rulesand regulations concerning the time and manner of payment of the contributions of the employees, and the Company respectively to any such fund and accrual, employment, suspension and forfeiture of the benefits of the said fund and the management of such fund as the Board may from time to time think fit (xix) To exercise the powers conferred by section 50 of the Act with respect to having an official seal for use abroad.
(xx) To exercise powers conferred on the Company by sections 157 and 158 of the
Act, with regard to the keeping of branch and foreign registers.
(xxi) To sell any goods or articles manufactured or produced by the Company or to purchase, obtain or acquire machinery, stores, goods or materials for the purposes of the company or to sell the same when no longer required for those purposes.
(xxii) To determine by resolution from time to time the person or persons by name
of office who shall be entitled to do all are any of the acts mentioned in these articles, of the Company; and (xxiii) To accept the surrender of any share by way of compromise of any question as to the holder being property registered in respect thereof subject to section 100 to 104 of the Act. Power to kfi»p 126. The company may exercise the powers conferred on it by sections 157 and 1^8 r ^e Act with ragard to the keeping of foreign register, and the Board may (subject
nigisivi . , t t to the provision of those sections) make such regulations as it may think fit respect ing the keeping of any such register.
( 29 )
Drawing etc, of 127. All cheques, promissory notes, drafts, orders hundies, bills of exchange and negotiable and
other instru- other negotiable instruments and all receipts, release and other discharges for moneys ments.
paid or payable to the Company, and for all claims and demands of the Company, shall be made signed, drawn, accepted, endorsed or otherwise executed, as the case may be by such person and in such manner as the Board shall from time to time by resolution determine
CHAIRMAN
Power to app-
128. (a) Subject to the provisions of section 269 of the Act the Board shall, from oint Chairman
time to time, with the concurrence of the Governor of Uttar Pradesh, appoint any of the Directors to be the Chairman or the same Director as the Chairman-cum Managing Direc- tor of the Company.
(b) Subject to the provisions of the Act and the superintendence, control and direction of the Board, the Chairman shall exercise such powers and carry out such duties as may be conferred or imposed upon him by a resolution or resolutions of the Board
passed in that behalf.
MANAGEMENT
Powers of 129. Subject to the provisions of the act and subject also to the control and super- Management
intendence of the Board, the business and affairs of the Company shall be carried out and managed by the Managing Director for the time being of the Company. Powers to 130. Subject to the provisions of section 269 of the Act the Board shall from time to appoint Manag-
ing Director tfme with the concurrence of the Governor of Uttar Pradesh and save where the same person is appointed Chairman-cum-Managing Director under Article 128(a) appoint any of the Official Directors to be the Managing Director of the Company, who will be the
Chief Evecutive Officer of the Company.
Remuneration 131 Subject to the provisions of sections 198 and 309 of the Act, the Managing
of Managing
Director Director shall be paid such remuneration (whether by way of salary or commission or
participation in profits or partly in one way and partly in another), as may from time to
time be determined by the Board,
Powers of 132. Subject to the provisions of the Act and in particular to the prohibitions and
Managing
Director restrictions contained in section 292 thereof the Board may from time to time entrust to
and confer upon the Managing Director for the time being such of the powers exerciseable
under these articles by
( 30 )
Certain persons 133. The company shall not appoint or employ or continue the appointment
not to be appoi-
nted Managing employment of any person as its Managing Director or whole-time Director who— Director or wh ole time fa) is an undischarged insolvent or has at any time been adjudged an insolvent, Directors.
(b) suspends or has at any time suspended payment to his creditors, or mafci or has at any time made, a composition with them, or
(c) is, or has at anytime been convicted by a Court of an offence involving moi turpitude.
Local M anage- nient 134. The Board may from time to time provide for the management of the affairs i the Company conducted outside its registered office in respect of individual units ownei managed or run by it or elsewhere and may in pursuance thereof appoint a person ( persons to conduct and look after the business and affairs of the company and may, sub ject to the general control, direction and superintendance authorise him or ther to exercise such of the powers as the Board may deem necessary or expedient
Official seal for
135. (a) The Company may have for use in any territory, district or place, no use outside India. situated in India, an official seal which shall be facsimile of the Common Seal of the Com pany, with the addition on its face of the name of the territory, district or place where it is to be used, and by writing under its Common Seal authorise any person appointed for the purpose in that territory, district or places to affix the Official seal to any deed or other
document to which the company is a party in that territory, district or place.
(b) The person affixing the official seal shall by writing under his hand, certify on the
deed or document to which the seat is affixed the date on which and the place at which it is affixed.
THE SEAL
Custody Seal, 136.- The Board shall provide for the safe custody of the common seal which shall not be used except by the authority of a resolution of the Board, and every instrument to which the Seal shall be affixed shall be signed by atleast to Directors or by a Director and Secretary or some other person appointed by the Board for this purpose; provided never- theless that any instrument bearing the Seal of the Company shall be valid notwithstanding any irregularity touching the authority of the Board to issue the same ; Provided further
that Certificate of Shares shall be signed and issued in accordance with the provisions of
the Companies (Issue of Share Certificates) Rules 1960 or any statutory modification or re-enactment, thereof for the time being in force. ANNUAL RETURNS
Annual Reiurns. 137. The company shall comply with the provisions of sections 159 and 161 of the Act as to making and filing of Annual Returns,
RESERVES 138. The Board may, from time to time set apart any such portion of the profits of
Reserves.
the company as it thinks fit as Reserves applicable at its discretion and/or to meet cont
( 31 ) ingencies or for the liquidation of the debentures, debts/or other liabilities of the Company, for equalisation of devidends, for rebuilding, restoring, replacing altering, repairing, improv- ing or maintaining the plant, buildings or any property of the Company and for such other purposes of the Company as the Board tn its absolute discretion thinks conducive to the interests of the Company, and may, subject to the provisions of section 372 of the Act, invest the several sums so set asid upon such investments (other than shares of the Com- pany) as it may think fit and from time to time deal with and very such investments and dispose of all or any part thereof for the benefit of the company and may divide the reserves into such special funds as it thinks fit, with full power to employ the Reserves or any part thereof in the business of or for the purpose of the Company.
Investment of 139. Ail moneys carried to the Reserves shall never the less remain and be profits of
Reserves
the company subject to due provisions being made for actual loss or depreciation or for the payment of dividends, and such moneys and all other moneys of the Company not immediat- ely required for the purposes of the Company may subject to the provisions of section 370 and 372 of the Act, be invested by the board in or upon such investments or securities as it may select or may be used as working capital or may be kept at any Bank on deposit or otherwise as the Board, may from time to time, think proper, CAPITALISATION OF RESERVES Capitalisation of 140. The company in general meeting may upon the recommendation of the Board Reserves
resolve that any money, investments or other assets forming part of the undivided profits of the Company, standing to the credit of the Reserves cr any Capital Redemption Reserve Account or in the hands of the Company and available for dividend or representing premi- ums received on the issue of share and standing to the credit of the Share Premium Acco- unt be capitalised and distributed amongst such of the members as would te entitled to receive the same or distributed by way of dividend and in the same proportions as the equity share capital held by them on the footing that they become entitled thereto as capi- tal and at that all or any part of such capitalised fund be applied on behalf of such members in paying up in full any unissued share of the company which shall be distributed
accordingly and/or in or towards payment of the uncalled liability or any issued shares, and that such distribution or payment shall be accepted by such members in full satisfaction of their interest in the said capitalised sum : Provided that any sum standing to the cred it o f a share Premium Account or a capital Redemption Reserve Account may for the purpose of this Article only be applied in the paying up of unissued share to be issued to members of
the Company as fully paid bonus shares.
Surplus moneys 141. The Company in general meeting may upon the recommendation of the Direc- tors resolve that any surplus moneys arising from the realisation of any capital assets of the Company or any investments representing the same or any other undistributed profit of the Company not subject to charge for income-tax be distributed among the members on the footing that they receive the same as capital.
Fractional 142. For the purpose of giving effect to any resolution under Articles 140 and 141,
Certificates the Board may settle any difficulty which may arise in regard to the distribution as it thinks
expedient and, in particular, may issue fractional certificates and may fix the value for distribution of any specific assets and may determine that cash payments shall be made to
any members upon the footing of the value so fixed in order to adjust the rights of all
parties and may vest such cash or specific assets in trustees upon such busts for the per- sons entitled to the dividend or capitalised fund as may deem expedient to the Board. Where required a proper contract shall be filed in accordance with section 75 of the Act and the Board may appoint any person to sign such contract on behalf of the persons entitled to the dividend or capitalised fund.
INTEREST OUT OF CAPITAL
Interest out of 143. Where any shares are issued for the purpose of raising money to defray the Capital
expenses of the construction of any works or building, or the provisions of any plant which cannot be made profitable for □ lengthy period, the Company may pay interest on so much of that share capital as is for the time being paid up, for the period, at the rate and subject to the conditions and restrictions imposed by section 208 of the Act and may charae'the sum so paid by way of interest to capital as part of the cost of construction of the work or building or the provisions of plant.
43
( 32 ) dividends Division of 144. Subject to the provisions of Article 3 and the rights of members entitled to shares, if any, with preferential rights attached thereto, the profits, which the Company from time to time decides to distribute in respect of any year or other pe.iod, shall be applied in the payment of a dividend on the Equity Shares of the Company and all dividends shall be apportioned and paid proportionately to the amount paid or credited as paid on the equity shares but if any share is issued on terms providing that it shall rank for dividend as from
a particular date such share shall rank for dividend accordingly: Provided that where
capital is paid up in advance of calls upon the footing that the same shall carry interest
such capital shall not rank for dividends or confer a right to participate in profits.
Declaration of 145. Subject to law of the land for the time being in force, the Company in general
Dividends
meeting may declare a dividend to be paid to the members according to their rights and interest in the profits and may, subject to the provision of section 207 of the Act, fix the time for payment.
Restriction on 146. No larger dividend shall be declared than recommended by the Board but the amount ot
dividends Company in general meeting may declare a smaller dividend. Dividends out 147. Subject to the provisions of section 205 of the Act, no dividend shall be pay- of profits only
end not to carry able except out of the profits of the Company or out of moneys provided by the Central or interest
a state Governmentdo-payment of the dividend in pursuance of any guarantee given by such Government and no dividend shall carry interest against the Company.
Profits 148. The declaration of the Board as to the amount of the profits of the Company
shall be conclusive.
Interim
Dividends 149. Subject to law of the land tor the time being in force, the Board may. from time to time pay to the members such interim dividends as appear to the Board to be justi- fied by the profits of the Company.
Debts may be 150. (a) The Board may deduct from any dividend payable to any member all sums
deducted
of money if any, presently payable by him to the Company on account of calls or otherwise in relation to the shares of the Company.
i (b) The Board may retain any dividend 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.
Dividend and 151. Any general meeting declaring a dividend may make a call on the members of
Call
such amount as the meeting fixes, but so that the call on each member shall not exceed the
44
( 33 ) dividend payable to him and so that the call be made payable at the same time as the dividend and that dividend may be sei off against the call. Dividend 152. No dividend shall be payable except in cash : Provided that nothing in the fore-
payable in cash
going shall be deemed to prohibit the capitalisation of profits or reserves of the Company for the pu pose of issuing fully paid up bonus shares or paying up any amount for the time being unpaid on the shares held by the members of the Company. Effect of 153. A transfer of shares shall not pass the rights to any dividend declared thereon
transfer
before the registration of the transfer by the Company. To whom 154. No dividend shall be paid in respect of any share except to the member dividend payable
registered in respect of such shares or to his order or to his bankers. But nothing contained in this Article shall be deemed to require the bankers of a member to make a separate application to the Company for the payment of the dividend. Dividend to 155, Any one of several persons who are members registed jointly in respect of any
members registered shares may give effectual receipts for any dividends, bonuses and other payments in asp-
Jointly
ect of such shares. Notice of 156. Notice of any dividend, whether interim or otherwise, shall be given to the dividend
person entitled to share therein in the manner herein after provided. Payment of 157. Unless otherwise directed in accordance with section 53(2)(a) of the Act, any Dividend
dividend, interest or other moneys payable in cash in respect of a share may be paid by cheque or warrant sent through post within 42 days from the date of declaration to the registered address of the member, or in the case of members registered jointly, to the regis- tered address of the member who is first named in the Register or to such parson and to such address as the member or members as the case may be, may in writing direct, and every cheque or warrant shall be made payable to the order of the person to whom it is sent except:
(a) When the dividend cannot be paid by reason of any law, or (b) Where a member has given a direction to the Company regarding the payment of dividend and these directions cannot be complied with, or (c) Where there is a dispute regarding the right to receive the dividend, or
(d) Where the dividend has been lawfully adjusted by the Company against any sum
due to it from the member, or (e) Where, for any other reason, it is not possible to pay the dividend or to post the warrant within the period aforesaid.
45
( 34 )
Unclaimed 158. tn respect of unclaimed dividend the provisions of sections 205-A and 205 B of Dividends
the Companies Act shull bo duly complied with. BALANCE-SHEET AND ACCOUNTS
Mainienance 159, The Board shall cause to be kept in accordance with section 209 of the Act of Books ot
Account
proper Books of account with respect to:
(a) All sums of money received and expended by the Company and the matters in respect of which the receipt and expenditure take place :
(b) All sales and purchases of goods by the Compr ny : (c) The assets and liabilities of the Company; and
(d) Such particulars relating to utilisation of material or labour or to other items of cost as may be prescribed in the case of the Company and required by the Central Govern inent to be included in the books of account. Location of 160. The books of account shall be kept, at the Registered Office of the Company o< Books of at such other place in India as the Board may decide, and when the Board so decides the Account
Company shall within seven days of the decision, file with the Registrar a notice in writing giving the full address of the other place. The books of account and other books anc paper shall be open to inspection by any Director during business hours, and shall also be
open to inspection by the Registrar or by any Office of Government authorised by the Central Government in this behalf.
1 61. The Board, shall from time to time determine whether and to what extent and a
Inspection by
members what times and places and under what conditions or regulations the books of account am
books and documents of the Company other than those referred to in Articles 123(d) am 190 or any of them shall be open to the inspection of the members not being Directors; am no member (not being a Director) shall have any right of inspecting any books of accoun or book or document of the Company except as conferred by law or authorised by th Board or by the Company in general meeting; and no member (not being a Director) she be entitled to require or receive any information concerning the business, trading of or cust omers of the Company or any trade secret or secret process of or used by the Company.
162 Subject to the provisions of sub-section(4-A)of section 209 of the Act, the book
Boeks of
Account to be of account of the Company relating to a period of not less than eight year immediate! Preserved
Receding the current year together with the vouchers relevant to any entry in such book of account shall be preserved in good order. BOOKS AND DOCUMENTS
163 At every annual general meeting of the Company, the Board shall lay before tt
Balance-sheet
and Profit and Company a Balance-sheet and profit and Loss Account made up in accordance with tl1 Loss Account
provisions of section 210 of the Act and such Balance-Sheet and Profit and Loss Accoui shall comply with the requirements of sections 210, 211, 212, 215, and 216 and < Schedule VI to the Act so far as they are applicable to the Company but, save as a for* said the Board shall not bo bound to disclose greater details of the result or extent of tl trading and transactions of the company than it may deem expedient.
( 35 )
Balance sheet ri to include cert- There shall be attached to the Balance-sheet of all such documents, as are as touts'Csubsi- required to be so attached by section 212 of the Act in respect of subsidiary Company, diary company if any.
of Directors Tliere shall be attached to every Balance sheet, laid before the company in gene-
ral meeting a report by the Board in accordance wilh section 217 of the Act
Copies to be sent to members 166. A copy of every Balance-sheet (including the Profit and Loss Account, the
and others
Auditors Report and every other documents required by law to be annexed or attached to the Balance-sheet), which is to be laid before the Company in general meeting shall, as required by section 219 of the Act, not less than twenty-one days before the date of the meeting, be sent to every member, debenture holder, trustee for the holder of debenture issued by the company and all other persons to whom the same is required to be sent by
the said section.
Copies of Bala- nce sheet to be 167. The company shall comply with section 220 of the Act as to filing with the
filed with Registrar copies of the Balance Sheet, profit and loss Account and documents required to
registrar
be annexed or attached thereto.
AUDIT
Accounts to be 168. At least once in every year the books of account of the company shall be exam- audited anua'ly
ined by one or more Auditor or Auditors duly appointed, subject to the provisions of section 61 9 of the Act
Audit account 169. Where the Company has branch office the provisions of section 228 of the Act of bianch office
shall apply. Audit provisions 170. Whenever a vacancy in the office of the Auditor occurs the Company at its general meeting may nominate three persons for being appointed as the Auditors of the Company and may forward the names of the persons so nominated to the comptroller and Auditor General of India and the Central Government for being considered for the appoint- ment as Auditor of the Company under section 619 of the Act.
Remuneration 171. The Auditors shall be paid such remunerations as may be determined by the of auditors
Central Government. Duties of 172. The Auditors so appointed shall audit and make the report in the manner provi- auditors
ded for under the Act.
173 Every Auditor of the Company shall have a right of access at all times to the
flight o' eutJitO'
books and accounts and vouchers of the company and shall be entitled to require from the Directors and other officers of the company such information and explanation as may be necessary for the performance of his duties as an Auditors.
174, Every account of the Company when audited and approved by a Genera) Meet- When account
to be derntirtd ing shall be conclusive.
finally sell <'d
175. AH notice of and other communications relating to any general meeting of (J i'icr ..f in -e-
bng to lie sent the company which any member of the company is entitled to have sent to him shall also to auditors
be forwarded to the Auditor of the Company and the Auditor shall be entitled to attend any general meeting and to be heard at any general meeting which he attends on any part of the business which concern him as Auditor. 176. The Auditor's Report (including the Auditor' separate, special or supplementary Au l 1 r's report In be read report, if any) shall be read before the Company in General Meeting and shall be open to inspection by any member of the company.
( 36 > NOTICES AND DOCUMENTS Service of 177. (a) A notice or document may be served by the Company on any member either notice on
ma.nliers personally or by sending it by post to him to his registered address or to the member, not being a resident in India, to the address, if any, supplied hy such member to the company for the giving of notices to him,
(b) Where a notice or document is sent by post -
( i ) Service thereof shall be deemed to be effected by properly addressing, pie-pay- ing and posting a letter containing the document : Provided that where a member has inti- mated to the company in aovance that documents should be sent to him under a certificate of posting or by registered post with or without acknowledgement due and has deposited with the company a sum sufficient to defray the expenses for doing so. service of the document shall not be deemed to be effected unless it is sent in the manner intimated by the member, and ( ii ) such service shall be deemed to have been effected (1) in the case of a notice of meeting, at the expiration of forty eight hours after the letter containing the same is posted, and
(2) In any other case, at the time at which the letter would be delivered in the
ordinary course of post. (c) Where a notice or other document is sent by post outside India, service thereof shah be deemed to have been effected by properly addressing and sending a letter by air mail postage prepaid, at the time at which the letter would be delivered in the ordinary course of post. Notice to mem- 1 78. A notice or document advertised in a newspaper circulating in the neighbourhood bers who have of the Registered office of the company shall be deemed to be duly served on the day on not supplied
address which the advertisement appears on every member resident in India, who has no registered address in India and has not supplied to the Company an address for the giving of notices to him. Any such members who has no registered address in India shall, if so required to do by the Company, supply the Comyany, with an address in India for giving of notices to him.
Notice to mem- 179. A notice or document may be served by the company on the members registered
bers registered jointly in respect of a share by serving it on the member named first in the Register of
jointly
Members of the Company in respect of the share.
180. A notice or document may be served by the company on the persons entitled Notice to other
person entitled to a share in consequence of the death or insolvency of a member by sending it through the to share
post in a pre-paid letter addressed to them by name, or by if any like description, at the address in India supplied for the purpose by the persons claiming to be so entitled, or un- til such an address has been so supplied, by serving the document in any manner in which
it might have been served if the death or insolvency had not occured. 181. Any notice required to be given by the Company to the member or any of them Civing of notice by advertisement and not expressly provided for by these Articles or by the Act, shall be sufficiently given if given by advertisement. 182. Any notice required to be, or which may be given by advertisement, shall be
Advertisement of notice advertised once in one or more newspapers circulating in the neighbourhood of the Regis- tered office of the Company. 183. Any notice given by advertisement shall be deemed to have been given on the
Date on which notice deemed day on which the advertisement shall first appear.
to be served
48
( 37 )
Transferee etc. bound by prior 184. Every person who, by operation of law, transfer or other means whatso- notice
ever. shall become entitled to any share be bound by every notice in respect of such share which previously to his name and address being entered on the Register, shall be duly given to the person from whom he derives his title to such share.
Notice valid though member 185. Subject to the provisions of Article 131, any notice or document delivered or
deceased
sent by post to or left at the registered address of any member in puisuance of these Arti- cles, shall notwithstanding that such member be then deceased and whether or not the company has notice of his demise, whether registered solely or jointly with other persons, for all purposes be deemed a sufficient service of such notice or document on his executors or administrators and all persons, if any, jointly interested with him in any such share. Haw notice be
issued 186. The signature to any notice to be given by the Company may be written or printed. Service of
process in 187 Subject to the provisions of sections 497 and 509 of the Act in the event of wind mg up . winding up of rhe Company, every member of the Company who is not for the time being in the placj where the Registered office of the Company is located, shall be bound, within eight weeks after the passing of an effective resolution to wind up the company voluntarily, or the making of an order for the winding up of the company, to serve notice in writing on the company stating the name of some house holder residing in the neighbouring of the
registered Office of the Company upon whom all summons, notices, process, orders and judgements in relation to or under the winding up of the Company may be served, and in default of such nomination, the Liquidator of the company shall be at liberty, on behalf of
such member to appoint some such person, and service upon any such appointee whether appointed by the member or the Liquidator shall be deemed to be good personal service on such member for all purposes, and where the Liquidator makes any such appointment he
shall, with all convenient speed give notice thereof to such member by advertisement in some daily newpaper circulating in the neighbourhood on the Registered office of the Company or by a registered letter sent by post and addressed to such member at his address as regis- tered in the Register of members and such notice shall be deemed to be served on the day on which the advertisement appears or the letter would be delivered in the ordinary course
of the post The provisions of this Articles shall not prejudice the right of the Liquidator of the Company to serve notice or document in any other manner prescribed by these Articles.
KEEPING OF REGISTERS AND INSPECTION
Regjunrs eic. 188. Tlifi Company shall keep and maintain at the office in accordance with the requi- to be maintain- ed by company rements of the Act, the following Registers ;
(i) A register of charges pursuant to section 143 of the Act (ii) A register of Members pursuant to section 1 50 and whenever company ha* more than fifty members, unless such Register of Members is in a form which itself constitutes an index and index of member pursuant to section 151 of the Act
( 38 ) (iii) A register of Debenture-holders pursuant to Section 152, and whenever the company has more than fifty Debenture holders, unless such Register of Debenture holders itself constitutes an index, an index of debenture holders pursuant to section
152(2) of the Act,
(iv) A register of contracts pursuant to section 301 of act, (v ) A register of Directors, Managing Director and Secretary pursuant to Section 307 of the Act. (vi) A register of Directors' share holdings pursuant to section 307 of the Act. (vii) A register of Loans, etc. made by the company to bodies corporate pursuant to section 370 of the Act, (viii) A register of investment made by the company in shares and debentures of bodies corporate pursuant to section 372 of the Act.
(ix) A register of investment not held by the company in its owns name pursuant to
Section 49(7) of tfe Act,
(x ) A register of Renewed and Duplicate certifcate pursuant to Rule 7(2) of the Companies (Issue of Share Certificates) Rules, 1960 or any statutory modification or re-enactment thereof.
Supply of
copies of 189, The company shall comply with the provisions of sections 39, 118, 163, 192,
Registration 196. 219, 301, 302, 304, 307 and 372 or any other provisions of the Act as to the
etc.
supplying of copies of the registers, deeds, documents, instruments, returns, certificates and books therein mentioned to the persons the-ein specified when so required by such persons on payment of the charges, if any, prescribed by the said sections.
Inspection of
190 Where under any provisions of the Act any person whether member of company Register etc.
o- not is entitled to inspect any register, return, certificate, deeds, instrument or document, required to be kept or maintained by the company the person so entitled to inspection shall be permitted to inspect the same during the hours of 10-30 a. m. and 12-30 p.m. or during such hours as the Director may from time to time prescribe on such business days as the Act requires them to be open for inspection, Closing of 191. The company, may after giving not less than seven dn '
Registers of advertisement in some newspaper circulating in the distric PreVl0LIS n0,ice hV
member and company is situated close the Register of Membe s or the Ft' • the 0 debentures holders as the case may be, for any period or periods not exc ' 09'Ster of Debenture holders, in each year, but not exceeding thirty days at any one time 109 Whole forlV-five days Issue of dupli- 192 The company may issue a duplicate cheque or dividend warrant or interest cate cheques dividend warrant on share holders or holder of debentures furnishing such indemnity or otherwise as warrants etc. it may think proper, SECRECY Secrecy 193 Every Director, Auditor, Secretary or Trustee for the company, its members debenture holders, members of a commitee, olticer, servant, agents, accountant or other son employed in or about the business of the company shah, if so required by thG Board or by the Managing Dueutoi bcloie entering upon this duties, sign a declaralt°n (edging himself to observe strict secrecy respecting all transactions of the companV with its customers and the state of account with individuals and the matters 50
( 38 ) (iii) A register of Debenture-holders pursuant to Section 152, and whenever the company has more than fifty Debenture holders, unless such Register of Debenture holders itself constitutes an index, an index of debenture holders pursuant to section
152(2) of the Act,
(iv) A register of contracts pursuant to section 301 of act. (v ) A register of Directors, Managing Director and Secretary pursuant to Section 307 of the Act.
(vi) A register of Directors' share holdings pursuant to section 307 of the Act.
(vii) A register of Loans, etc. made by the company to bodies corporate pursuant to section 370 of the Act, (viii) A register of investment made by the company in shares and debentures of bodies corporate pursuant to section 372 of the Act.
(ix) A register of investment not held by the company in its owns name pursuant to Section 49(7) of tfe Act, (x ) A register of Renewed and Duplicate certifcate pursuant to Rule 7(2) of the Companies (Issue of Share Certificates) Rules, 1960 or any statutory modification or re-enactment thereof.
Supply of 189, The company shall comply with the provisions of sections 39, 118, 163, 192, copies of 196 219, 301, 302, 304, 307 and 372 or any other provisions of the Act as to the Registration etc. supplying of copies of the registers, deeds, documents, instruments, returns, certificates and books therein mentioned to the persons therein specified when so required by such persons on payment of the charges, if any, presc ibed by the said sections.
190 Where under any provisions of the Act any person whether member of company
Inspection of
Register etc. nr not is entitled to inspect any register, return, certificate, deeds, instrument or document, required to be kept or maintained by the company the person so entitled to inspection shall emitted to inspect the same during the hours of 10-30 a. m. and 12-30 p.m. or during such hours as the Director may from time to time prescribe on such business days as the Act requires them to be open for inspection, 791 The company, may after giving not less than seven days' previous notice by Closing of
Registers of ad ertisement in some newspaper circulating in the district in which the office ol the
member and company
ic situated close the Register of Membe s oi the Register of Debenture holders, debentures holders as the case may be, for any period or periods not exceeding in the whole forty-five days In each year, but not exceeding thirty days at any one time.
192 The company may issue a duplicate cheque or dividend warrant or interest
Issue of dupli-
cate cheques warrant on share holders or holder of debentures furnishing such indemnity or otherwise aS dividend warrants etc. it may think proper.
SECRECY
or de 1 b 93 e , n tu E re v e h r o y l d D er i s re , cmtoer,m bAouisd iotof ra, cSoemcmreiteaery, o O (hr c T e r i u ste r e f * 10 COfllPany. its members Secrecy
person employed in or about tho business of the ' ° U' d9ents- accountant or other Board or by the Managing Director boful0 eiilenm^3^ SbaU' 'f So required by th£?
pledging himself to observe strict secrecy resoe t'^ dutles' si*/n d declarative
with its customers and the state of account .J?9 3,1 transactions of the company W,th individuals and the matters.
51
( 39 )
bating theieto and shall by such declaration pledge himself not to reveal any of the matters which may come to his knowledge in the discharge of his duties except when
•squired to do so by the Board or by a Court of law or by the person to whom such matteis relate and except so far as may bn necessary in order to comply with any of the provisions in these Article. RiQht to mem- bers to enter 194. No member or other person (not being a Director) shall be entitled to enter
premises of the company. upon the property of the Company or to inspect or examine the premises or properties or the books of account of the company without the permission of the Directors or Managing Director of the company for the time being or to require the discovery of any information
respecting any detail of the Company's trading or any matter which is or may be in the nature of trade secret or secret process or of any matter whatsoever which in the opinion of the Director or the Managing Director will be inexpedient in the interest of the company or the members of the company, to communicate or disclose. WINDING-UP Distribution of 195. Subject to the law of the land for the time being in force if the Company shall
Assets on Win- ding up. 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 es may be the losses shall be borne by the members in proportion to the capital paid up or which ought to have been paid up at the commencement of the winding up on the sha-es held by them respectively and if in winding up, the assets available for distribution among the members shall be more than sufficient to repay the whole of the capital paid up at the commencement of winding up the excess shall be distributed among the members in proportion to the capital paid up at the commencement of the winding up or which ought to have been paid up on the shares held by them respectively. But this Article is to be without prejudice to the rights of members registered in respect of share
issued noon special terms and conditions.
Distribution of 196 If the Company shall be wound-up, whether voluntarily or otherwise, the
assets in specie liquidator may, with the sanction of a special resolution, divide among the contributories in specie or in kind, the whole or any part of the assets of the company in trustees upon
such trusts for the benefit of the contributories or any of them, as the liquidator, with the like sanction shall think fit, but so that no contributory shall be compelled to accept any
shares or other securities whereon there is any liability. INDEMNITY
197 Subject t the provisions of section 201 of the Act. every Director, Managing Indemrnniiy-
Director Sec relay or other offic-'r or employee of the company shall be indemnified rt,|jinr.! »<"/ ■| LIi hilitv incurred by him in depending any proceedings whether civil or criirmml ui w'■■h■■ic- h judgement is given in his favour or in which he is acqaitted or in connec- tion will! any applK ilimi under seciion 033 of the Act in which relief is given to him by the Court
( 40 )
GENERAL
198 (a) The Governer of Uttar Pradesh in keeping with the statutory requirements of the Companies Act may from time to time issue directions to the company as to the exercise and performance of its functions in matter involving the security of the state or substantial public interest and such other directions as he may consider necessary in regard to the finances and the conduct of business and affairs of the company and in the like manner may vary or annul any such directive(s). The company shall give immediate effect to the directive so issued.
(b) The Governer of Uttar Pradesh may call for such retu ns. accounts and other information with respect to the property and activities of the compjny as may be required by him from time to time.
Signature, names, addresses, description Singnatures, names, addresses, occupation and and occupation of subscribers.
description of witnesses to the Subscribers.
1. Sd/-
S- A. T. RIZVI. IAS S/o Sri S. A. A. Rizvi Secretary to Govt, of U. P. Industries Deptt. Lucknow
2. Sd/- G. P. SHUKLA, IAS S/o Sri Bhuneshwar Shukla
Special Secretary to Govt, of U. P.
Appointment. Karmik, Language Fr National Integration, U. P. Govt.. Luknow 3. Sd/- S. K. SINHA, IAS S/o Sri Rajeshwar Prasad Dy. Director Cum Dy. Secretary, Directorate of Institutional Finance, U. P., Luknow > Z
4. Sd/-
J. P. SINGH, IAS
S/o Sri Jwala Prasad Singh Secretary Finance, Govt, of U. P. 5. Sd/-
UMA SHANKAR, IAS
S/o Or. R- Parthasarthy < -- Addl. Director of Industries, Q Directorate of Industries. U. P., Kanpur.
a.
6 Sd/- B KUMAR General Manager S/o Sri Manohar Lal Srivastava ,j. p. Financial Corporation. Kanpur SIRAJ HUSSAIN. IAS S/o Sri Akhtar Hussain, General Manager, □ . P. Financial Corporalion,
Kanpur »
ft
54
A copy of resolution for alteration in the Memorandum of Associ- ation of the Company passed at its Extra-ordinary General Meeting held on 2nd August, 1985, "RESOLVED that subject to the confirmation of the Company Law Board, the object clause III (A) of the Memorandum of the Association of the Company be altered by inserting the following sub-clause immediately after
sub-clause 8;
(9). To undertake, carryout, promote and sponser programme for tech-
nical and professional training for Minorities and to act as recruiting agent
for employment in abroad and to engage in the export of man-power belong- ing to Minorities from the State of U. P. to foreign countries.'
55