TaxTMI 
TaxTMI 
Companies (Incorporation) Amendment Rules, 2015
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....te. 2. In the Companies (Incorporation) Rules, 2014,- (a) rule 5 shall be omitted; (b) in rule 6, in sub-rule (1), for the words "exceeds fifty lakh rupees or its average annual turnover during the relevant period", the words "exceeds fifty Iakh rupees and its average annual turnover during the relevant period" shall be substituted; (c) in rule 7, in sub-rule (1), for the words "having paid up share capital of fifty lakhs rupees or less or average annual turnover, during the relevant period", the words "having paid up share capital of fifty lakhs rupees or less and average annual turnover during the relevant period" shall be substituted; (d) after rule 7, the following rules shall be inserted: namely:- "7A. Penalty.- If a One Person Company or any officer of such company contravenes any of the provisions of these rules, the One Person Company or any officer of the such Company shall be punishable, with fine which may extend to five thousand rupees and with a further fine which may extend to five hundred rupees for every day after the first offence during which such contravention continues"; (e) in rule 8, in sub-rule (2), in clause (b), in sub-clause (xi)....
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....n of Memorandum of Association and Articles of Association. (7) The facility to file Integrated application for incorporation in Form INC-29 is available as an option to the process for separate applications for allotment of Director Identification Number, reservation of name and Incorporation of a company as provided in these rules. (8) For an application filed using the Integrated process of incorporation as provided in this rule, the provisions of sub-clause (i) of sub-section (5) of section 4 of the Act and rule 9 of these rules shall not apply. (9) A company using the provisions of this rule may furnish verification of its registered office under sub-section (2) of section 12 of the Act by filing e-Form INC 29 in which case the company shall attach along with such e-Form INC-29, any of the documents referred to in sub-rule (2) of rule 25. (10) The requirement of filing e-form INC-22 may be dispensed with if, the proposed company maintains its registered office at the given correspondence address. (11) The Registrar within whose jurisdiction the registered office of the company is proposed to be situated shall process INC-29 includin....
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....hether the address for correspondence will be the address of Registered office of the Company o Yes 。 No (d) Address for correspondence till the registered office of the company is established *Line I Line I) *City *State/Union Territory *District ISO Country code Country *Phone (With STD code) 91 - Fax *email ID of the company I. *Capital structure of the company (a) Authorized capital of the company (in Rs.) (i) No. of classes of equity shares Total amount of equity shares (in Rs.) Number of equity shares *Pin code Total number of equity shares Nominal amount per equity share Total amount of equity shares - 1911-1998 (1) J à¤à¤¾à¤°à¤¤ का राजपतà¥à¤° : असाधारण (i) No. of classes of equity shares Total amount of preference shares (in Rs.) Number of equity shares Total number of preference shares Nominal amount per equity share Total amount of equity shares (b) Subscribed capital of the company (in Rs.) (i) No. of classes of equity shares Total amount of equity shares (in Rs.) Number of....
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....code *Duration of stay at present address Years Months If Duration of stay at present address is less than one year then address of previous residence à¤à¤¾à¤— II-खणà¥à¤¡ 3 ( i ) ] *Proof of identity *Residential Proof à¤à¤¾à¤°à¤¤ का राजपतà¥à¤° : असाधारण If already a director or promoter of a company(s), specify details of such company(s) (In case director or promoter in more than three companies, attach seperate sheet as an optional attachment) Director ☠Name of the company Director Name of the company Director Name of the company Promoter Promoter CIN CIN Promoter CIN * Number of shares subscribed * Particulars of authorised person a) Name of the authorised person Pre-fill all * Total amount of shares subscribed (in Rs.) b) o Father's Name o Mother's Name o Spouse's name c) Gender o Male o Female o Transgender d) Nationality f) Phone (With STD/ISD code) g) email ID f) Date of Birth 8. (a) *Whether the Articles are entrenched or not o Yes....
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....on (ESIC) Type of Unit â–¡ Factory Exact nature of Work/ Business carried on Drop Down â–¡ Establishment Work Sub category Drop Down ** This information is mandatorily required to be filled in case of applicants desirous of applying for PAN and or TAN at the time of incorporation of a company. This facility is available at the e-Biz portal only as per separate procedure prescribed by e-Biz portal. Attachments 1) *Memorandum of association Attach 2) *Articles of association Attach. 3) *Declaration in Form No. INC-8 Attach 4) *Affidavit from each of the subscriber to the memorandumn in Form No. INC-9 Attach 5) *Proof of residential address Attach 6) Specimen Signature in Form INC-10 7) Proof of identity Attach 6) Entrenched Articles of association Attach 9) Copy of In-principle approval granted by sectoral Attach regulator if already taken 10) NOC in case there is change in the promoters (first subscribers to Memorandum of Association) Attach 11) Proof of nationality (in case the subscriber is a foreign national) Attach 12) PAN card (in case of I....
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.... is hereby registered Prescrutiny Alix hung oetals eForm filing date Digital signature of the authorising officer Confirm submission. Date of signing (DD/MM/YYYY) Submit (DD/MM/YYYY) à¤à¤¾à¤— II - खणà¥à¤¡ 3 (i)] à¤à¤¾à¤°à¤¤ का राजपतà¥à¤° : असाधारण Form No. INC – 10 Form for verification of signature of subscribers [Pursuant to rule 16 (1) (q) of Companies (Incorporation) Rules, 2014] Size 4'*4' (passport size) 1. Names, Father's name and address of subscribers/first directors: 2. Two Specimen signatures: (i) (ii) Note: Attestation (To be self-attested with address) 1. In point no. 1 above, strike off whichever is not applicable. 2. Person who is attesting should indicate his/her name, address and ID number, 149 190 THE GAZETTE OF INDIA: EXTRAORDINARY [PART II-SEC.] Form No. INC-11 Certificate of Incorporation [Pursuant to sub-section (2) of section 7 of the Companies Act, 2013 and rule 18 and sub-rule (13) of rule 36 of the Companies (Incorporation) Rul....
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....police station under whose jurisdiction the registered office is situated *Name *Address Line I. Address Line Il *City State/Union Territory *Pin code (e) *Particulars of the Utility Services Bill depicting the address of the registered office (not older than two months) 5. (a) *SRN of Form MGT-14 (b) *SRN of Form No. INC-28 (c) *Date of order of the Central Government Attachments * (1) *Proof of Registered Office address (Conveyance/ Lease deed/Rent Agreement along with the rent receipts) etc.; (2) *Copies of the utility bills as mentioned above (not older than two months); (3) *A proof that the Company is permitted to use the address as the registered office of the Company if the same is owned by any other entity/ Person (not taken on lease by company); (DD/MM/YY) List of Attachments Attach Attach Attach Attach (4) *Copy of order of competent authority; (5) List of all the companies (specifying their (IN) Attach having the same registered office address, if any; Attach (6) Optional attachment, if any. Declaration Remove 0 A person named in the articles as a (Drop d....
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....pany is functioning for the business purposes of the company. To be digitally signed by DSC BOX Chartered accountant (in whole-time practice) or Company secretary (in whole-time practice) Cost accountant (in whole-time practice) or Whether associate or fellow Associate Fellow Membership number Certificate of practice number Note: Attention is drawn to provisions of Section 448 and 449 which provide for punishment for false statement / certificate and punishment for false evidence respectively. Modify Check Form Prescrutiny For office use only: affix in detars *Form Service request number (SRN) eForm filing date (DD/MM/YYYY) Digital signature of the authorising officer This e-Form is hereby registered Date of signing (DD/MM/YYYY) OR This eForm has been taken on file maintained by the registrar of companies through electronic mode and on the basis of statement of correctness given by the filing company (b) after Form No. INC-28, the following forms shall be inserted, namely:- 153 154 THE GAZETTE OF INDIA: EXTRAORDINARY [PART II-SEC. 3(1) FORM NO. INC-29 Integrated Incorporation Fo....
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....es in which the proposed company is to be registered *Particulars of the proposed name 5. (a) Proposed name Significance of abbreviated coined word in the proposed name or State the name of the vernacular language(s) if used in the proposed name and meaning thereof (b) (i) *Whether the promoters are carrying on any Partnership firm, sole proprietary or unregistered entity in the name as applied for o Yes o No If yes, whether the business of such entity shall be acquired o Yes o No (iii) *Whether the proposed name includes the name of relative(s) (ii) *Whether the proposed name contains name of any person other than the promoter(s) o Yes or their close blood relative(s) o No o Yes o No (iv) *Whether approval from any sectoral regulator is required o Yes o No (v) Whether the name is similar to o Existing Indian Company o Foreign body corporate [Attach the copy of No Objection Certificate by way of Board resolution (duly attested by a director of that company)] Provide CIN ☠Pre-fill (c) Name of the Company (i) *Whether the proposed name is based on a registered trademark o....
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....de) *Whether present residential address same as permanent residential address o Yes o No Present address *Line I Line II *City *State/Union Territory *ISO Country code Country *Pin code *Phone (with STD/ISD code) *Duration of stay at present address Years Months If Duration of stay at present address is less than one year then address of previous residence *Proof of identity Voter's identity card number Driving license number Aadhaar Number *Residential Proof 157 THE GAZETTE OF INDIA: EXTRAORDINARY Submit the proof of identity and proof of address under attachments. Number of entities in which director have interest *Registration number *Name [PART II-Sec. 3 *Address Nature of interest *Designation Percentage of Shareholding Others (specify) (c) *Particulars of individual first subscriber(s) cum directors *Director Identification number (DIN) I *Name *Gender *Designation *Date of Birth Amount Pre-Fill *Nationality *Category Non-executive director Whether Chairman Executive director *Name of the company or institution whose nominee the appointee ....
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....ticulars of individual first subscriber(s) (other than subscriber cum director) *Director Identification number (DIN) Pre-Fill *Name Kind of shares subscribed mber of subscribed shares Equity shares Preference shares I *First Name Middle Name *Surname *Father's first name Father's middle name *Father's surname *Gender *Place of Birth *Date of Birth *Nationality *Occupation type o Self Employed o Professional o Homemaker o Student o Serviceman *Area of Occupation If 'Others' selected, please specify *Educational Qualification à¤à¤¾à¤— II - खणà¥à¤¡ 3 (i) ] * â–¡ PAN Passport number *email ID Permanent Address * Line I Line II *City *State/ Union Territory *ISO Country code à¤à¤¾à¤°à¤¤ का राजपतà¥à¤° : असाधारण 1t1 Country *Pin code *Phone (with STD/ISD code) *Whether present residential address same as permanent residential address o Yes o No Present address *Line I Line II *City *State/ Union Territory *ISO Country code Country ....
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....n Permanent Address *Line I Line II *City *State/Union Territory *ISO Country code Country Phone (With STD/ISD code) Mobile Fax à¤à¤¾à¤°à¤¤ का राजपतà¥à¤° : असाधारण 163 *Date of Birth Nationality Verify Details *Pin code * email id *Whether present address is same as the permanent address â–¡ Yes â–¡ No Present Address *Line I Line II *City *State/Union Territory * ISO Country code Country Phone (With STD/ISD code) Mobile Fax *Duration of stay at present address Years *Pin code Months If Duration of stay at present address is less than one year then address of previous residence *Proof of identity *Residential Proof 164 THE GAZETTE OF INDIA: EXTRAORDINARY [PART I 8. Particulars of payment of stamp duty (a) State or Union territory in respect of which stamp duty is paid or to be paid {b} "Whether stamp duty is to be paid electronically through MCA21 system (i) Details of stamp duty to be paid Type of document/ Particulars Amount of stamp duty t....
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....(not older than two months); Attach 6. Approval of the owner of the trademark or the applicant Attach of such application for registration of Trademark; 7. Proof of relation; Attach 8. NOC from the sole proprietor/partners/other associates/ Attach existing company; Attach 9. NOC from any other person; 10. Copy of certificate of incorporation of the foreign body corporate and resolution passed; Attach Attach 11. Resolution passed by promoter company; Attach 12. NOC from existing Indian company; Attach 13. Attach Interest of first director(s) in other entities; 14. Consent of Nominee; Attach 15. Proof of identity & residential address of subscribers; Attach Attach 16. Proof of identity & residential address of nominee; Attach 17. Proof of identity and address of Applicant I; Attach 18. Proof of identity and address of Applicant II; 166 THE GAZETTE OF INDIA: EXTRAORDINARY 19. 20. Optional attachment(s), (if any) Proof of identity and address of Applicant III; [PART II-SEC Attach Attach Remove attachment ☠ப ☠....
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....thorized by the promoter subscribing to the Memorandum of Association and Articles of Association and the first director(s) to give this declaration and to sign and submit this Form. *I am authorised by each subscriber to declare that company shall not commence its business, unless each subscriber has paid the value of the shares agreed to be taken by him at the time of subscribing to the Memorandı of Association; I further declare that, company shall not commence its business, unless all the required approval from the sectoral Regulators such as RBI, SEBI etc. have been obtained; I on behalf of the promoters and the first directors, hereby declare that the registered office is capable of receiving and acknowledging all communications and notices addressed to the proposed company on incorporation, shall be maintained at the given address at item no. 4 of this form; *I, on behalf of all the first director(s) named in the Articles of Association of the proposed company, solemnly declare, that the declaration given herein as stated above are true to the best of my knowledge and belief, the information given in this integrated application form for....
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....ertified records maintained by the applicant which is subject matter of hit form and found them to be true, correct and complete and no information material to this form has been uppressed. I further certify that; the draft memorandum and articles of association have been drawn up in conformity with the provisions of sections 4 and 5 and rules made thereunder; and all the requirements of Companies Act, 2013 and the rules made thereunder relating to registration of the company under section 7 of the Act and matters precedent or incidental thereto have been complied with. The said records have been properly prepared, signed by the required officers of the Company and maintained as per the relevant provisions of the Companies Act, 2013 and were found to be in order; I have opened all the attachments to this form and have verified these to be as per requirements, complete and legible; further declare that i have personally visited the proposed registered office given in the form at the address mentioned herein above and verified that the said proposed registered office of the company is functioning for the business purposes of the company (whereve....
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....°à¤£ addresses, No. of shares taken by Signature and each subscriber Names, descriptions occupations subscriber A.B. of Merchant of subscriber of Signature, names, addresses, description and occupations of witnesses. Signed before me: Signature Total shares taken 7th I, whose name and address is given below, am desirous of forming a company in pursuance of this memorandum of association and agree to take all the shares in the capital of the company (Applicable in case of one person company):- Names, addresses, descriptions Signature of subscriber Signature, and occupations of subscriber names, addresses, description and occupations of witnesses. 8th Shri/Smt......... son/daughter of. resident of aged years shall be the nominee in the event of death of the sole member (Applicable in case of one person company) Dated the day of Table B-MEMORANDUM OF ASSOCIATION OF A COMPANY LIMITED BY GUARANTEE AND NOT HAVING A SHARE CAPITAL 1st The name of the company is “. ...Limited/Private Limited". 2nd The registered office of the company will be situated in the State of 3rd (a)....
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....f the company undertakes to contribute: (i) to the assets of the company in the event of its being wound up while he is a member, or within one year after he ceases to be a member, for payment of the debts and liabilities of the company or of such debts and liabilities as may have been contracted before he ceases to be a member; and (ii) to the costs, charges and expenses of winding up (and for the adjustment of the rights of the contributories among themselves), such amount as may be required, not exceeding... ..rupees. 6th The share capital of the into........... …..shares of company is.. ...rupees each .rupees, divided 7th We, the several persons, whose names, addresses are subscribed, are desirous of being formed into a company in pursuance of this memorandum of association and we respectively agree to take the number of shares in the capital of the company set against our respective names:―― Names, descriptions addresses, No. of shares taken by Signature and each subscriber occupations of subscriber A.B. of...Merchant subscriber of Signature, names, addresses, description....
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.... person company) Dated.. the day of 171 THE GAZETTE OF INDIA: EXTRAORDINARY [PART II-SBC. Table E-MEMORANDUM OF ASSOCIATION OF AN UNLIMITED COMPANY AND HAVING SHARE CAPITAL 1st The name of the company is “. .Companyâ€. 2nd The registered office of the company will be situated in the State of 3rd (a) The objects to be pursued by the company on its incorporation are:— (b) Matters which are necessary for furtherance of the objects specified in clause 3(a) are:- 4th The liability of the member(s) is unlimited. 5th The share into......... capital of the company ...... shares of..... is..... ..rupees each. ...rupees, divided 6th We, the several persons, whose names, and addresses are subscribed, are desirous of being formed into a company in pursuance of this memorandum of association and we respectively agree to take the number of shares in the capital of the company set against our respective names:- Names, addresses, No. of shares taken by Signature descriptions and each subscriber occupations of subscriber A.B. of... .Merchant : subscriber of Signature, names, ad....
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....DINARY [PART II SEC. 3(i)] (i) Every person whose name is entered as a member in the register of o Yes o No members shall be entitled to receive within two months after incorporation, in case of subscribers to the memorandum or after allotment or within one month after the application for the registration of transfer or transmission or within such other period as the conditions of issue shall be provided,- (a) one certificate for all his shares without payment of any charges; or (b) several certificates, each for one or more of his shares, upon payment of twenty rupees for each certificate after the first. (ii) Every certificate shall be under the seal and shall specify the shares to which it relates and the amount paid-up thereon. (iii) In respect of any share or shares held jointly by several persons, the company shall not be bound to issue more than one certificate, and delivery of a certificate for a share to one of several joint holders shall be sufficient delivery to all such holders (i) If any share certificate be worn out, defaced, mutilated or torn or if there o Yes o No be no further space on the back for endorsement of t....
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....n of a special resolution passed at a separate meeting of the of the holders of shares that class. (ii) To every such separate meeting, the provisions of these regulations relating to general meetings shall mutatis mutandis apply, but so that the necessary quorum shall be at least two persons holding at least one-third of the issued shares of the class in question. 7 The rights conferred upon the holders of the shares of any class issued with o Yes o No preferred or other rights shall not, unless otherwise expressly provided by the terms of issue of the shares of that class, be deemed to be varied by the creation or issue of further shares ranking pari passu therewith. 8 9 10 Subject to the provisions of section 55, any preference shares may, with the sanction of an ordinary resolution, be issued on the terms that they are to be redeemed on such terms and in such manner as the company before the issue of the shares may, by special resolution, determine. Lien (i) The company shall have a first and paramount lien- (a) on every share (not being a fully paid share), for all monies (whether present....
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....hares or by way of premium) and not by the conditions of allotment thereof made payable at fixed times: Provided that no call shall exceed one-fourth of the nominal value of the share or be payable at less than one month from the date fixed for the payment last of the preceding call. (ii) Each member shall, subject to receiving at least fourteen days' notice specifying the time or times and place of payment, pay to the company, at the time or times and place so specified, the amount called on his shares. (iii) A call may be revoked or postponed at the discretion of the Board. A call shall be deemed to have been made at the time when the resolution of o Yes o No the Board authorizing the call was passed and may be required to be paid by instalments. The joint holders of a share shall be jointly and severally liable to pay all calls o Yes o No in respect thereof. (i) If a sum called in respect of a share is not paid before or on the day o Yes o No appointed for payment thereof, the person from whom the sum is due shall pay interest thereon from the day appointed for payment thereof to the time of actual payment at ten ....
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....he instrument of transfer is accompanied by the certificate of the shares to which it relates, and such other evidence as the Board may reasonably require to show the right of the transferor to make the transfer; and (c) the instrument of transfer is in respect of only one class of shares. o Yes o No o Yes o No On giving not less than seven days' previous notice in accordance with section o Yes o No 91 and rules made thereunder, the registration of transfers may be suspended at such times and for such periods as the Board may from time to time determine: Provided that such registration shall not be suspended for more than thirty days at any one time or for more than forty-five days in the aggregate in any year. 42 G15-12A Transmission of shares 23 24 25 25 26 THE GAZETTE OF INDIA: EXTRAORDINARY (i) On the death of a member, the survivor or survivors where the member was a joint holder, and his nominee or nominees. or legal representatives where he was a sole holder, shall be the only persons recognised by the company as having any title to his interest in the shares (ii) Nothing in clause (i) shall releas....
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....ce have been complied with. 1942 GI/15-128 4113(i)] 27 In 28 case of à¤à¤¾à¤°à¤¤ का राजपतà¥à¤° : असाधारण a One Person 179 Company-o Yes o No (i) on the death of the sole member, the person nominated by such member shall be the person recognised by the company as having title to all the shares of the member; (ii) the nominee on becoming entitled to such shares in case of the member's death shall be informed of such event by the Board of the company; (iii) such nominee shall be entitled to the same dividends and other rights and liabilities to which such sole member of the company was entitled or liable; (iv) on becoming member, such nominee shall nominate any other person with the prior written consent of such person who, shall in the event of the death of the member, become the member of the company. Forfeiture of shares If a member fails to pay any call, or instalment of a call, on the day appointed o Yes o No for payment thereof, the Board may, at any time thereafter during such time as any part of th....
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....o No 180 34 THE GAZETTE OF INDIA: EXTRAORDINARY (iv) The transferee shall not be bound to see to the application of the purchase money, if any, nor shall his title to the share be affected by any irregularity or invalidity in the proceedings in reference to the forfeiture, sale or disposal of the share. [PART II-SEC. 30 The provisions of these regulations as to forfeiture shall apply in the case of o Yes o No nonpayment of any sum which, by the terms of issue of a share, becomes payable at a fixed time, whether on account of the nominal value of the share or by way of premium, as if the same had been payable by virtue of a call duly made and notified. Alteration of capital 35 The company may, from time to time, by ordinary resolution increase the share capital by such sum, to be divided into shares of such amount, as may be specified in the resolution. o Yes o No 36 37 Subject to the provisions of section 61, the company may, by ordinary o Yes o No resolution,― its (a) consolidate and divide all or any of its share capital into shares of larger amount than existing shares; (b) convert a....
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....redit of any of the company's reserve accounts, or to the credit of the, profit and loss account, or otherwise available for distribution; and (b) that such sum be accordingly set free for distribution in the manner specified in clause (ii) amongst the members who would have been entitled thereto, if distributed by way of dividend and in the same proportions. (ii) The sum aforesaid shall not be paid in cash but shall be applied, subject to the provision contained in clause (iii), either in or towards--- (A) paying up any amounts for the time being unpaid on any shares held by members respectively; (8) paying up in full, unissued shares of the company to be allotted and distributed, credited as fully paid-up, to and amongst such members in the proportions aforesaid; such (C) partly in the way specified in sub-clause (A) and partly in that specified in sub-clause (B); (D) A securities premium account and a capital redemption reserve account may, for the purposes of this regulation, be applied in the paying up of Unissued shares to be issued to members of the company as fully paid bonus shares; (E) The Board shall gi....
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....gs (i) No business shall be transacted at any general meeting unless a quorum of o Yes o No members is present at the time when the meeting proceeds to business. (ii) Save as otherwise provided herein, the quorum for the general meetings shall be as provided in section 103. The chairperson, if any, of the Board shall preside as Chairperson at every general meeting of the company. If there is no such Chairperson, or if he is not present within fifteen minutes after the time appointed for holding the meeting, or is unwilling to act as chairperson of the meeting, the directors present shall elect one of their members to be Chairperson of the meeting. o Yes o No o Yes o No If at any meeting no director is willing to act as Chairperson or if no director o Yes o No is present within fifteen minutes after the time appointed for holding the meeting, the members present shall choose one of their members to be Chairperson of the meeting. case of a One Person Company-o Yes o No (i) the resolution required to be passed at the general meetings of the company shall be deemed to have been passed if the resolution is agreed ....
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....ommittee or guardian may, on a poll, vote by proxy. Any business other than that upon which a poll has been demanded may be o Yes o No proceeded with, pending the taking of the poll. No member shall be entitled to vote at any general meeting unless all calls or other sums presently payable by him in respect of shares in the company have been paid (i) No objection shall be raised to the qualification of any voter except at the o Yes o No meeting or adjourned meeting at which the vote objected to is given or tendered, and every vote not disallowed at such meeting shall be valid for all purposes. (ii) Any such objection made in due time shall be referred to the Chairperson of the meeting, whose decision shall be final and conclusive. 183 THE GAZETTE OF INDIA: EXTRAORDINARY Proxy [PART II-SEC. 30 57 58 59 59 60 60 61 62 63 64 65 The instrument appointing a proxy and the power-of-attorney or other o Yes o No authority, if any, under which it is signed or a notarised copy of that power or authority, shall be deposited at the registered office of the company not less than 48 hours before the time for....
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.... manner as the Board shall from time to time by resolution determine Every director present at any meeting of the Board or of a committee thereof o Yes o No shall sign his name in a book to be kept for that purpose. 14 11- 3(i)] 66 à¤à¤¾à¤°à¤¤ का राजपतà¥à¤° : असाधारण (i) Subject to the provisions of section 149, the Board shall have power at any o Yes o No time, and from time to time, to appoint a person as an additional director, provided the number of the directors and additional directors together shall not at any time exceed the maximum strength fixed for the Board by the articles. (ii) Such person 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. as a director at that meeting subject to the provisions of the Act. Proceedings of the Board 67 (i) The Board of Directors may meet for the conduct of business, adjourn and otherwise regulate its meetings, as it thinks fit. o Yes o No 68 69 70 71 72 73 (ii) A director may, a....
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.... notwithstanding that it may be afterwards discovered that there was some defect in the appointment of any one or more of such directors or of any person acting as aforesaid, or that they or any of them were disqualified, be as valid as if every such director or such person had been duly appointed and was qualified to be a director. Save as otherwise expressly provided in the Act, a resolution in writing, signed o Yes o No by all the members of the Board or of a committee thereof, for the time being entitled to receive notice of a meeting of the Board or committee, shall be valid and effective as if it had been passed at a meeting of the Board or committee, duly convened and held. 76 In 77 78 79 80 case of a under One Person Company-o Yes o No (i) where the company is having only one director, all the businesses to be transacted at the meeting of the Board shall be entered into minutes book maintained section 118; (ii) such minutes book shall be signed and dated by the director; (iii) the resolution shall become effective from the date of signing such minutes by the director. Chief Executiv....
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.... reserve or reserves which shall, at the discretion of the Board, be applicable for any purpose to which the profits of the company may be properly applied, including provision for meeting contingencies or for equalizing dividends; and pending such application, may, at the like discretion, either be employed in the business of the company or be invested in such investments (other than shares of the company) as the Board may, from time to time, thinks fit. (ii) The Board may also carry forward any profits which it may consider necessary not to divide, without setting them aside as a reserve amounts of (i) Subject to the rights of persons, if any, entitled to shares with special rights o Yes o No as to dividends, all dividends shall be declared and paid according to the amounts paid or credited as paid on the shares in respect whereof the dividend is paid, but if and so long as nothing is paid upon any of the shares in the company, dividends may be declared and paid according to the the shares. (ii) No amount paid or credited as paid on a share in advance of calls shall be treated for the purposes of this regulation as paid on ....
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....ny and any other sanction required by the Act, divide amongst the members, in specie or kind, the whole or any part of the assets of the company, whether they shall consist of property of the same kind or not. (ii) For the purpose aforesaid, the liquidator may set such value as he deems fair upon any property to be divided as aforesaid and may determine 'how such division shall be carried out as between the members or different classes of members. (iii) The liquidator may, with the like sanction, vest the whole or any part of such assets in trustees upon such trusts for the benefit of the contributories if he considers necessary, but so that no member shall be compelled to accept any shares or other securities whereon there is any liability. Indemnity [PART II SEC. 3(i)] © Yes o No o Yes o No Every officer of the company shall be indemnified out of the assets of the o Yes o No company against any liability incurred by him in defending any proceedings, whether civil or criminal, in which judgment is given in his favour or in which he is acquitted or in which relief is granted to him by the court or the Tribunal. ....
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....thin two months after incorporation, in case of subscribers to the memorandum or after allotment or within one month after the application for the registration of transfer or transmission or within such other period as the conditions of issue shall be provided,- (a) one certificate for all his shares without payment of any charges; or (b) several certificates, each for one or more of his shares, upon payment of twenty rupees for each certificate after the first. (ii) Every certificate shall be under the seal and shall specify the shares to which it relates and the amount paid-up thereon. (iii) in respect of any share or shares held jointly by several persons, the company shall not be bound to issue more than one certificate, and delivery of a certificate for a share to one of several joint holders shall be sufficient delivery to all such holders. 189 190 3 4 5 6 7 8 THE GAZETTE OF INDIA: EXTRAORDINARY (i) If any share certificate be worn out, defaced, mutilated or torn or if there be no further space on the back for endorsement of transfer, then upon production and surrender thereof to the company, a new certif....
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.... so that the necessary quorum shall be at least: two persons holding at least one-third of the issued shares of the class in question. The rights conferred upon the holders of the shares of any class issued with o Yes c No preferred or other rights shall not, unless otherwise expressly provided by the terms of issue of the shares of that class, be deemed to be varied by the creation or issue of further shares ranking pari passu therewith. Subject to the provisions of section 55, any preference shares may, with the o Yes o No sanction of an ordinary resolution, be issued on the terms that they are to be redeemed on such terms and in such manner as the company before the issue of the shares may, by special resolution, determine. Lien ---- • 13 33 11 à¤à¤¾à¤— II - खणà¥à¤¡ 3 (i)] 9 10 à¤à¤¾à¤°à¤¤ का राजपतà¥à¤° : असाधारण (i) The company shall have a first and paramount lien- (a) on every share (not being a fully paid share), for all monies (whether presently payable or not) called, or payable a....
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....: Provided that no call shall exceed one-fourth of the nominal value of the share or be payable at less than one month from the date fixed for the payment last call. (ii) Each member shall, subject to receiving at least fourteen days' notice specifying the time or times and place of payment, pay to the company, at the time or times and place so specified, the amount called on his shares. (iii) A call may be revoked or postponed at the discretion of the Board. 12 191 192 14 THE GAZETTE OF INDIA: EXTRAORDINARY [PART II-SEC. 303 A call shall be deemed to have been made at the time when the resolution of o Yes o No the Board authorizing the call was passed and may be required to be paid by instalments. 15 The joint holders of a share shall be jointly and severally liable to pay all calls in respect thereof. o Yes o No 16 17 (i) If a sum called in respect of a share is not paid before or on the day o Yes o No appointed for payment thereof, the person from whom the sum is due shall pay interest thereon from the day appointed for payment thereof to the time of actual payment at ten per cent per annum or at....
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....ribed in rules made under sub-section (1) 56; (b) the instrument of transfer is accompanied by the certificate of the shares to which it relates, and such other evidence as the Board may reasonably require to show the right of the transferor to make the transfer; and (c) the instrument of transfer is in respect of only one class of shares. On giving not less than seven days' previous notice in accordance with section 91 and rules made thereunder, the registration of transfers may be suspended at such times and for such periods as the Board may from time to time determine: Provided that such registration shall not be suspended for more than thirty days at any one time or for more than forty-five days in the aggregate in any year. Transmission of shares (i) On the death of a member, the survivor or survivors where the member was a joint holder, and his nominee or nominees or legal representatives where he was a sole holder, shall be the only persons recognised by the company as having any title to his interest in the shares (ii) Nothing in clause (i) shall release the estate of a deceased joint holder from any liabilit....
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....ntil the requirements of the notice have been complied with. 27 In 28 case of a One Person Company- o Yes o No. (i) on the death of the sole member, the person nominated by such member shall be the person recognised by the company as having title to all the shares of the member; (ii) the nominee on becoming entitled to such shares in case of the member's death shall be informed of such event by the Board of the company; (iii) such nominee shall be entitled to the same dividends and other rights and liabilities to which such sole rnember of the company was entitled or liable; (iv) on becoming member, such nominee shall nominate any other person with the prior written consent of such person who, shall in the event of the death of the member, become the member of the company. Forfeiture of shares If a member fails to pay any call, or instalment of a call, on the day appointed o Yes o No for payment thereof, the Board may, at any time thereafter during such time as any part of the call or instalment remains unpaid, serve a notice on him requiring payment of so much of the call or instalment as is unpaid, t....
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....n be registered as the holder of the share; and (iv) The transferee shall not be bound to see to the application of the purchase money, if any, nor shall his title to the share be affected by any irregularity or invalidity in the proceedings in reference to the forfeiture, sale or disposal of the share. o Yes o No o Yes o No The provisions of these regulations as to forfeiture shall apply in the case of o Yes o No nonpayment of any sum which, by the terms of issue of a share, becomes payable at a fixed time, whether on account of the nominal value of the share or by way of premium, as if the same had been payable by virtue of a call duly made and notified. Alteration of capital The company may, from time to time, by ordinary resolution increase the o Yes o No share capital by such sum, to be divided into shares of such amount, as may be specified in the resolution. Subject to the provisions of section 61, the company may, by ordinary o Yes o No. resolution,- amount than its existing (a) consolidate and divide all or any of its share capital into shares of larger shares; (b) convert all or any of its fully pa....
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.... credit of the, profit and loss account, or otherwise available for distribution; and (b) that such sum be accordingly set free for distribution in the manner specified in clause (ii) amongst the members who would have been entitled thereto, if distributed by way of dividend and in the same proportions. (ii) The sum aforesaid shall not be paid in cash but shall be applied, subject to the provision contained in clause (iii), either in or towards- (A) paying up any amounts for the time being unpaid on any shares held by such members respectively; (B) paying up in full, unissued shares of the company to be allotted and distributed, credited as fully paid-up, to and amongst such members in the proportions aforesaid; (C) partly in the way specified in sub-clause (A) and partly in that specified in sub-clause (B); (D) A securities premium account and a capital redemption reserve account may, for the purposes of this regulation, be applied in the paying up of unissued shares to be issued to members of the company as fully paid bonus shares; (E) The Board shall give effect to the resolution passed by the company in purs....
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.... general meetings (i) No business shall be transacted at any general meeting unless a quorum of o Yes o No members is present at the time when the meeting proceeds to business. (ii) Save as otherwise provided herein, the quorum for the general meetings shall be as provided in section 103. 45 The chairperson, if any, of the Board shall preside as Chairperson at every general meeting of the company. o Yes o No 445 46 If there is no such Chairperson, or if he is not present within fifteen minutes after the time appointed for holding the meeting, or is unwilling to act as chairperson of the meeting, the directors present shall elect one of their members to be Chairperson of the meeting. o Yes o No 47 If at any meeting no director is willing to act as Chairperson or if no director o Yes o No is present within fifteen minutes after the time appointed for holding the meeting, the members present shall choose one of their members to be Chairperson of the meeting. 198 48 In 49 case THE GAZETTE OF INDIA: EXTRAORDINARY a One Person [PART II-SBC Company-o Yes o No of (i) the resolution required t....
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....s other than that upon which a poll has been demanded may be o Yes o No proceeded with, pending the taking of the poll. No member shall be entitled to vote at any general meeting unless all calls or other sums presently payable by him in respect of shares in the company have been paid (i) No objection shall be raised to the qualification of any voter except at the o Yes o No meeting or adjourned meeting at which the vote objected to is given or tendered, and every vote not disallowed at such meeting shall be valid for all purposes. (ii) Any such objection made in due time shall be referred to the Chairperson of the meeting, whose decision shall be final and conclusive. à¤à¤¾à¤— ॥ - खणà¥à¤¡ 3 (i) ] .57 58 59 60 61 à¤à¤¾à¤°à¤¤ का राजपतà¥à¤° : असाधारण Proxy o Yes o No The instrument appointing a proxy and the power-of-attorney or other authority, if any, under which it is signed or a notarised copy of that power or authority, shall be deposited at the registered office of the company not less ....
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....ed, as the case may be, by such person and in such manner as the Board shall from time to time by resolution determine o Yes o No 65 Every director present at any meeting of the Board or of a committee thereof o Yes o No shall sign his name in a book to be kept for that purpose. 199 66 THE GAZETTE OF INDIA: EXTRAORDINARY (i) Subject to the provisions of section 149, the Board shall have power at any time, and from time to time, to appoint a person as an additional director, · provided the number of the directors and additional directors together shall not at any time exceed the maximum strength fixed for the Board by the articles. (ii) Such person 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 as a director at that meeting subject to the provisions of the Act. [PART II SEC. 3(i)] o Yes o No 67 68 69 70 71 Proceedings of the Board (i) The Board of Directors may meet for the conduct of business, adjourn and otherwise regulate its meetings, as it thinks fit. (ii) A director may, and the manager or secretary....
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....e in any meeting of the Board or of a committee thereof or by any person acting as a director, shall, notwithstanding that it may be afterwards discovered that there was some defect in the appointment of any one or more of such directors or of any person acting as aforesaid, or that they or any of them were disqualified, be as valid as if every such director or such person had been duly appointed and was qualified to be a director. o Yes o No Save as otherwise expressly provided in the Act, a resolution in writing, signed o Yes o No by all the members of the Board or of a committee thereof, for the time being entitled to receive notice of a meeting of the Board or committee, shall be valid and effective as if it had been passed at a meeting of the Board or committee, duly convened and held. 76 In 77 78 79 80 case of a under One Person Company o Yes o No (i) where the company is having only one director, all the businesses to be transacted at the meeting of the Board shall be entered into minutes book maintained section 118; (ii) such minutes book shall be signed and dated by the director; (....
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....applicable for any purpose to which the profits of the company may be properly applied, including provision for meeting contingencies or for equalizing dividends; and pending such application, may, at the like discretion, either be employed in the business of the company or be invested in such investments (other than shares of the company) as the Board may, from time to time, thinks fit. (ii) The Board may also carry forward any profits which it may consider necessary not to divide, without setting them aside as a reserve amounts of [PART II-SEC o Yes o No o Yes o No (i) Subject to the rights of persons, if any, entitled to shares with special rights o Yes o No as to dividends, all dividends shall be declared and paid according to the amounts paid or credited as paid on the shares in respect whereof the dividend is paid, but if and so long as nothing is paid upon any of the shares in the company, dividends may be declared and paid according to the the shares. (ii) No amount paid or credited as paid on a share in advance of calls shall be treated for the purposes of this regulation as paid on the share. (iii) All divi....
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.... made o Yes o No thereunder- (i) If the company shall be wound up, the liquidator may, with the sanction of a special resolution of the company and any other sanction required by the Act, divide amongst the members, in specie or kind, the whole or any part of the assets of the company, whether they shall consist of property of the same kind not. or (ii) For the purpose aforesaid, the liquidator may set such value as he deems fair upon any property to be divided as aforesaid and may determine how such division shall be carried out as between the members or different classes of members. (iii) The liquidator may, with the like sanction, vest the whole or any part of such assets in trustees upon such trusts for the benefit of the contributories if he considers necessary, but so that no member shall be compelled to accept any shares or other securities whereon there is any liability. Indemnity Every officer of the company shall be indemnified out of the assets of the o Yes o No company against any liability incurred by him in defending any proceedings, whether civil or criminal, in which judgment is given in his favour or in....
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....eneral meetings (i) No business shall be transacted at any general meeting unless a quorum of members is present at the time when the meeting proceeds to business. (ii) Save as otherwise provided herein, the quorum for the general meetings shall be as provided in section 103. © Yes o No 6 The Chairperson, if any, of the Board shall preside as Chairperson at every general meeting of the company. o Yes o No à¤à¤¾à¤— II - खणà¥à¤¡ 3 (i)] 7 8 à¤à¤¾à¤°à¤¤ का राजपतà¥à¤° : असाधारण If there is no such Chairperson, or if he is not present within fifteen minutes after the time appointed for holding the meeting, or is unwilling to act as Chairperson of the meeting, the directors present shall elect one of their members to be Chairperson of the meeting. o Yes o No If at any meeting no director is willing to act as Chairperson or if no director o Yes o No is present within fifteen minutes after the time appointed for holding the meeting, the members present shall choose one of their members to be Chairperson ....
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....y exercise his vote at a meeting by electronic means in accordance with section 108 and shall vote only once. 16 [PART II-SEC. 3(i)] o Yes o No Any business other than that upon which a poll has been demanded may be o Yes o No proceeded with, pending the taking of the poll. Board of Directors 17 The number of the directors and the names of the first directors shall be determined in writing by the subscribers of the memorandum or a majority of them. o Yes o No 18 19 20 21 22 23 accrue (i) The remuneration of the directors shall, in so far as it consists of a monthly o Yes o No payment, be deemed to from day-to-day. (ii) In addition to the remuneration payable to them in pursuance of the Act, the directors may be paid all travelling, hotel and other expenses properly incurred them- (a) in attending and returning from meetings of the Board of Directors or any committee thereof or general meetings of the company; or (b) in connection with the business of the company by Proceedings of the Board (i) The Board of Directors may meet for the conduct of business, adjourn and otherwise regulate ....
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....tes, the chairman shall have a second or casting vote. o Yes o No o Yes o No All acts done by any meeting of the Board or of a committee thereof or by o Yes o No any person acting as a director, shall, notwithstanding that it may be afterwards discovered that there was some defect in the appointment of any one or more of such directors or of any person acting as aforesaid, or that they or any of them were disqualified, be as valid as if every such director or such person had been duly appointed and was qualified to be a director. Save as otherwise expressly provided in the Act, a resolution in writing, signed by all the members of the Board or of a committee thereof, for the time being entitled to receive notice of a meeting of the Board or committee, shall be as valid and effective as if it had been passed at a meeting of the Board or committee, duly convened and held. Subject Chief Executive Officer, Manager, Company Secretary or Chief Financial Officer provisions to the of the o Yes o No Act,- o Yes o No (i) A chief executive officer, manager, company secretary or chief financial officer may be appoint....
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....ease of members. o Yes o No 2 o Yes o No All the articles of Table F in Schedule I annexed to the Companies Act, 2013 shall be deemed to be incorporated with these articles and to apply to the company. Table F- ARTICLES OF ASSOCIATION OF A COMPANY LIMITED BY SHARES Interpretation 11-53(1)] à¤à¤¾à¤°à¤¤ का राजपतà¥à¤° : असाधारण (1) (a) In "the Act" means these regulations-o Yes o No the Companies Act, 2013, (b) "the seal" means the common seal of the company. (2) Unless the context otherwise requires, words or expressions contained in these regulations shall bear the same meaning as in the Act or any statutory modification thereof in force at the date at which these regulations become binding on the company. 4 2 Share capital and variation of rights 1 Subject to the provisions of the Act and these Articles, the shares in the o Yes o No capital of the company shall be under the control of the Directors who may issue, allot or otherwise dispose of the same or any of them to such persons, in such proportion a....
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....thereof in the registered holder. o Yes o No 31/15--14 210 5 6 7 8 9 THE GAZETTE OF INDIA: EXTRAORDINARY [PART II-SEC. (i) The company may exercise the powers of paying commissions conferred o Yes o No by sub-section (6) of section 40, provided that the rate per cent or the amount of the commission paid or agreed to be paid shall be disclosed in the manner required by that section and rules made thereunder. (ii) The rate or amount of the commission shall not exceed the rate or amount prescribed in rules made under sub-section (6) of section 40. (iii) The commission may be satisfied by the payment of cash or the allotment of fully or partly paid shares or partly in the one way and partly in the other. (i) If at any time the share capital is divided into different classes of shares, o Yes o No the rights attached to any class (unless otherwise provided by the terms of issue of the shares of that class) may, subject to the provisions of section 48, and whether or not the company is being wound up, be varied with the consent in writing of the holders of three-fourths of the issued shares of that class, or with the ....
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.... respect of which the lien exists as is presently payable, has been given to the registered holder for the time being of the share or the person entitled thereto by reason of his death or insolvency. o Yes o No (i) To give effect to any such sale, the Board may authorise some person to o Yes o No transfer the shares sold to the purchaser thereof (ii) The purchaser shall be registered as the holder of the shares comprised in any such transfer. (iii) The purchaser shall not be bound to see to the application of the purchase money, nor shall his title to the shares be affected by any irregularity or invalidity in the proceedings in reference to the sale. (i) The proceeds of the sale shall be received by the company and applied in o Yes o No payment of such part of the amount in respect of which the lien exists as is presently payable. (ii) The residue, if any, shall, subject to a like lien for sums not presently payable as existed upon the shares before the sale, be paid to the person entitled to the shares at the date of the sale. Calls on shares (i) The Board may, from time to time, make calls upon the members in resp....
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....(b) upon all or any of the monies so advanced, may (until the same would, but for such advance, become presently payable) pay interest at such rate not exceeding, unless the company in general meeting shall otherwise direct, twelve per cent per annum, as may be agreed upon between the Board and the member paying the sum in advance. Transfer of shares (i) The instrument of transfer of any share in the company shall be executed by or on behalf of both the transferor and transferee. (ii) The transferor shall be deemed to remain a holder of the share until the name of the transferee is entered in the register of members in respect thereof. [PART II-SEC. 3(i)] o Yes o No o Yes o No o Yes o No 20 The Board may, subject to the right of appeal conferred by section 58 decline o Yes o No 21 22 to register- (a) the transfer of a share, not being a fully paid share, to a person of whom do not approve; they (b) any transfer of shares on which the company has a lien. or The Board may decline to recognise any instrument of transfer unless-o Yes o No (a) the instrument of transfer is in the form as prescribed in ru....
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....writing signed by him stating he elects. (ii) If the person aforesaid shall elect to transfer the share, he shall testify his election by executing a transfer of the share. (iii) All the limitations, restrictions and provisions of these regulations relating to the right to transfer and the registration of transfers of shares shall be applicable to any such notice or transfer as aforesaid as if the death or insolvency of the member had not occurred and the notice or transfer were a transfer signed by that member. A person becoming entitled to a share by reason of the death or insolvency o Yes o No of the holder shall be entitled to the same dividends and other advantages to which he would be entitled if he were the registered holder of the share, except that he shall not, before being registered as a member in respect of the share, be entitled in respect of it to exercise any right conferred by membership in relation to meetings of the company: Provided that the Board may, at any time, give notice requiring any such person to elect either to be registered himself or to transfer the share, and if the notice is not complied with....
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....sposal as aforesaid, the Board may cancel the forfeiture on such terms as it thinks fit. (i) A person whose shares have been forfeited shall cease to be a member in respect of the forfeited shares, but shall, notwithstanding the forfeiture, remain liable to pay to the company all monies which, at the date of forfeiture, were presently payable by him to the company in respect of the shares. (ii) The liability of such person shall cease if and when the company shall have received payment in full of all such monies in respect of the shares. (i) A duly verified declaration in writing that the declarant is a director, the manager or the secretary, of the company, and that a share in the company has been duly forfeited on a date stated in the declaration, shall be conclusive evidence of the facts therein stated as against all persons claiming to be entitled the share; to (ii) The company may receive the consideration, if any, given for the share on any sale or disposal thereof and may execute a transfer of the share in favour of the person to whom the share is sold or disposed of; (iii) The transferee shall thereupon be register....
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....h the stock arose. (b) the holders of stock shall, according to the amount of stock held by them, have the same rights, privileges and advantages as regards dividends, voting at meetings of the company, and other matters, as if they held the shares from which the stock arose; but no such privilege or advantage (except participation in the dividends and profits of the company and in the assets on winding up) shall be conferred by an amount of stock which would not, if existing in shares. have conferred that privilege or advantage. (c) such of the regulations of the company as are applicable to paid-up shares shall apply to stock and the words "share" and "shareholder" in those regulations shall include "stock" and "stock-holder" respectively. The company may, by special resolution, reduce in any manner and with, and subject to, any incident authorised and consent required by law,- o Yes o No (a) (b) its any capital redemption share reserve (c) any share premium account. Capitalisation of profits capital; account; or 215 1216 39 40 THE GAZETTE OF INDIA: EXTRAORDINARY [PART II (i) The company ....
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....r the payment by the company on their behalf, by the application thereto of their respective proportions of profits resolved to be capitalised, of the amount or any part of the amounts remaining unpaid on their existing shares; (iii) Any agreement made under such authority shall be effective and binding on such members. Buy-back of shares o Yes o No. 本 à¤à¤¾à¤— 1-खणà¥à¤¡ 3 (i) ] 41 à¤à¤¾à¤°à¤¤ का राजपतà¥à¤° : असाधारण Notwithstanding anything contained in these articles but subject to the provisions of sections 68 to 70 and any other applicable provision of the Act or any other law for the time being in force, the company may purchase its own shares or other specified securities. o Yes o No General meetings 42 All general meetings other than annual general meeting shall be called extraordinary general meeting. o Yes o No 43 44 45 46 47 (i) The Board may, whenever it thinks fit, call an extraordinary general o Yes o No meeting. (ii) If at any time directors capable of acting....
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.... as in the case of an original meeting. (iv) Save as aforesaid, and as provided in section 103 of the Act, it shall not be necessary to give any notice of an adjournment or of the business to be transacted at an adjourned meeting. or Voting rights Subject to any rights or restrictions for the time being attached to any class classes of shares,- (a) on a show of hands, every member present in person shall have one vote; and [PART II SEC. 3(1)] o Yes o No o Yes o No (b) on a poll, the voting rights of members shall be in proportion to his share in the paid-up equity share capital of the company. 51 A member may exercise his vote at a meeting by electronic means in accordance with section 108 and shall vote only once. o Yes o No 52 (i) In the case of joint holders, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes the other joint of holders. (ii) For this purpose, seniority shall be determined by the order in which the names stand in the register of members. o Yes o No 53 A member of unsound mind, or in respect of wh....
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....umber of the directors and the names of the first directors shall be determined in writing by the subscribers of the memorandum or a majority of thein. be deemed to accrue from day-to-day. o Yes o No o Yes o No o Yes o No o Yes o No (1) The remuneration of the directors shall, in so far as it consists of a monthly o Yes o No payment. (ii) In addition to the remuneration payable to them in pursuance of the Act, the directors may be paid all travelling, hotel and other expenses properly them - incurred by (a) in attending and returning from meetings of the Board of Directors or any committee thereof or general meetings of the company; or (b) in connection with the business of the company. The Board may pay all expenses incurred in getting up and registering the company. o Yes o No The company may exercise the powers conferred on it by section 88 with regard to the keeping of a foreign register; and the Board may (subject to the provisions of that section) make and vary such regulations as it may thinks fit respecting the keeping of any such register. o Yes o No All cheques, promissory notes, dra....
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....t present within five minutes after the time appointed for holding the meeting, the directors present may choose one of their number to be Chairperson of the meeting. o Yes o No (i) The Board may, subject to the provisions of the Act, delegate any of its o Yes o No powers to committees consisting of such member or members of its body as thinks fit. (ii) Any committee so formed shall, in the exercise of the powers so delegated, conform to any regulations that may be imposed on it by the Board. (i) A committee may elect a Chairperson of its meetings. o Yes o No (ii) If no such Chairperson is elected, or if at any meeting the Chairperson is not present within five minutes after the time appointed for holding the meeting, the members present may choose one of their members to be Chairperson of the meeting. (i) A committee may meet and adjourn as it thinks fit:. (ii) Questions arising at any meeting of a committee shall be determined by a majority of votes of the members present, and in case of an equality of votes, the Chairperson shall have a second or casting vote. o Yes o No Il-3(i)] 74 75 à¤à¤¾à¤°à¤....
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....f executive officer, manager, company secretary or chief financial officer. The Seal (i) The Board shall provide for the safe custody of the seal. (ii) The seal of the company shall not be affixed to any instrument except by the authority of a resolution of the Board or of a committee of the Board authorised by it in that behalf, and except in the presence of at least two directors and of the secretary or such other person as the Board may appoint for the purpose; and those two directors and the secretary or other person aforesaid shall sign every instrument to which the seal of the company is so affixed in their presence. Dividends and Reserve The company in general meeting may declare dividends, but no dividend shall exceed the amount recommended by the Board. o Yes o No o Yes o No 221 81 82 83 84 85 THE GAZETTE OF INDIA: EXTRAORDINARY [PART II SEC. 3(i)} Subject to the provisions of section 123, the Board may from time to time pay o Yes o No to the members such interim dividends as appear to it to be justified by the profits of the company. (i) The Board may, before recommending any dividend, set as....
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....e payable to the order of the person to whom it is sent. 86 Any one of two or more joint holders of a share may give effective receipts o Yes o No for any dividends, bonuses or other monies payable in respect of such share. 87 Notice of any dividend that may have been declared shall be given to the persons entitled to share therein in the manner mentioned in the Act. o Yes o No 88 No dividend shall bear interest against the company. o Yes o No Accounts à¤à¤¾à¤— II-खणà¥à¤¡ 3 ( i ) ] 89 90 91 à¤à¤¾à¤°à¤¤ का राजपतà¥à¤° : असाधारण (i) The Board shall from time to time determine whether and to what extent and at what times and places and under what conditions or regulations, the accounts and books of the company, or any of them, shall be open to the inspection of members not being directors. (ii) No member (not being a director) shall have any right of inspecting any account or book or document of the company except as conferred by law or authorised by the Board or by the company in gen....
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.... or the business of the company requires it, register an increase of members. o Yes o No 2 The subscribers to the memorandum and such other persons as the Board shall admit to membership shall be members of the company. o Yes o No 3 All the articles of Table H in Schedule I annexed to the Companies Act, 2013 shall be deemed to be incorporated with these articles and to apply to the company o Yes o No Table H-ARTICLES OF ASSOCIATION OF A COMPANY LIMITED BY GUARANTEE AND NOT HAVING SHARE CAPITAL 1 In Interpretation these the "the Act" means regulations-o Yes o No (1) (a) Companies Act, 2013; (b) "the seal" means the common seal of the company. (2) Unless the context otherwise requires, words or expressions contained in these regulations shall have the same meaning as in the Act or any statutory modification thereof in force at the date at which these regulations become binding on the company. Members The number of members with which the company proposes to be registered is hundred, but the Board of Directors may, from time to time, whenever the company or the business of the company requir....
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.... took place. (iii) 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. (iv) Save as aforesaid, and as provided in section 103 of the Act, it shall not be necessary to give any notice of an adjournment or of the business to be transacted at an adjourned meeting. o Yes o No Voting rights 10 Every member shall have one vote. o Yes o No 11 A member of unsound mind, or in respect of whom an order has been made by any Court having jurisdiction in lunacy, may vote, whether on a show of hands or on a poll, by his committee or other legal guardian, and any such committee or guardian may, on a poll, vote by proxy. o Yes o No 12 No member shall be entitled to vote at any general meeting unless all sums presently payable by him to the company have been paid. o Yes o No 13 o Yes o No (i) No objection shall be raised to the qualification of any voter except at the meeting or adjourned meeting at which the vote objected to is given or tendered, and every vote not disallowed at such meeting shall be valid for all purposes. (....
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....shall have a second or casting vote The continuing directors may act notwithstanding any vacancy in the Board; o Yes o No but, if and so long as their number is reduced below the quorum fixed by the Act for a meeting of the Board, the continuing directors or director may act for the purpose of increasing the number of directors to that fixed for the quorum, or of summoning a general meeting of the company, but for no other purpose. à¤à¤¾à¤°à¤¤ का राजपतà¥à¤° असाधारण The Board may elect a Chairperson of ks meetings and determine the o Yes o No period to which he hold for office. () if no such chairperson is elected, or if at any meeting the Chairperson is not present within five minutes after the time appointed for holding the meeting, the directors present may choose one of their members to be Chairperson of the meeting. as (1) The Roord may, subject to the provisions of the Act, delegate any of its powers to committees consisting of such member or members of its body thinks fit. (ii) Any committee so formed shall, ....