TaxTMI 
TaxTMI 
MEMORANDUM OF ASSOCIATION
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.... and these Articles, the shares in the capital o Yes o No 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 and on such terms and conditions and either at a premium or at par and at such time as they may from time to time think fit. 2 3 4 5 (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....
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....d shares of that class, or with the sanction of a special resolution passed at a separate meeting of the holders of the shares of 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. The rights conferred upon the holders of the shares of any class issued with preferred or other rights shall not, unless otherwise expressly provided by the terms of issue of the shares of that class, be deemed to be varied by the creation or issue of further shares ranking pari passu therewith. 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 presently payable or not) called, or payable at a fixed....
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....t 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. of the preceding 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 (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 such lower rate, if any, as the Board may determine. (ii) The Board shall be at liberty to waive payment of any such interest wholly or in part. 17 (i) Any sum which by the terms of issue of a share becom....
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.... 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. o Yes o No o Yes o No Transmission of shares 23 24 25 26 (i) On the death of a member, the survivor or survivors where the member o Yes o No 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 liability in respect of any share which had been jointly held by him with other persons. provided, elect, (i) Any person becoming entitled to a share in consequence of the death or o Yes o No insolvency of a member may, upon such evidence being produced as may from time to time properly be required by the Board and subject as hereinafter either- (a) to be registered himself as holder of the share; or (b) to make such transfer of the share as the deceased or insolvent member could have made. (ii) The Board shall, in either case, have the sam....
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.... become the member of the company. o Yes o No 28 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, together with any interest which may have accrued. 29 The 30 31 32 notice aforesaid shallo Yes o No (a) name a further day (not being earlier than the expiry of fourteen days from the date of service of the notice) on or before which the payment required by the be notice is to made; and (b) state that, in the event of non-payment on or before the day so named, the shares in respect of which the call was made shall be liable to be forfeited. If the requirements of any such notice as aforesaid are not complied with, any o Yes o No share in respect of which the notice has been given may, at any time thereafter, before the payment required by the notice has been made, be forfeited by a resolution of the Board to that effect. manner as (i) A forfeited share may be sold or other....
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....rt all or any of its fully paid-up shares into stock, and reconvert that stock into fully paid-up shares of any denomination; (c) sub-divide its existing shares or any of them into shares of smaller amount than by the memorandum; is fixed (d) 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. 37 38 Where as near are as shares converted into stock,- (a) the holders of stock may transfer the same or any part thereof in the same manner as, and subject to the same regulations under which, the shares from which the stock arose might before the conversion have been transferred, or thereto circumstances admit: Provided that the Board may, from time to time, fix the minimum amount of stock transferable, so, however, that such minimum shall not exceed the nominal amount of the shares from which 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 privi....
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....sed thereby, and all allotments and issues of fully paid shares if any; and (b) generally do all acts and things required to give effect thereto. (ii) The Board shall power- (a) to make such provisions, by the issue of fractional certificates or by payment in cash or otherwise as it thinks fit, for the case of shares becoming distributable fractions; and (b) to authorise any person to enter, on behalf of all the members entitled thereto, into an agreement with the company providing for the allotment to them respectively, credited as fully paid-up, of any further shares to which they may be entitled upon such capitalisation, or as the case may require, for 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 40 40 44 42 43 33 41 Notwithstanding anything contained in these articles but subject to the provisions of sections 68 to 70 and any other applicable pro....
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....ce place. (ii) No business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment 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 g| 50 or Voting rights Subject to any rights or restrictions for the time being attached to any class o Yes o No classes of shares,- (a) on a show of hands, every member present in person shall have one vote; and (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 o Yes o No other (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 ....
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.... No 60 60 61 554 Board of Directors The number of the directors and the names of the first directors shall be o Yes o No determined in writing by the subscribers of the memorandum or a majority of them. be deemed to accrue from day-to-day. (i) 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 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 62 62 The Board may pay all expenses incurred in getting up and registering the company. o Yes o No 63 o Yes o No 64 4 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. All cheques, promissory notes, drafts, hundis, bills of exchange an....
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.... The Board may, subject to the provisions of the Act, delegate any of its powers to committees consisting of such member or members of its body as thinks fit. o Yes o No (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. o Yes o No (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. 74 75 All acts done 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 pers....
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....e 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 o Yes o No o Yes o No o Yes o No 81 Subject to the provisions of section 123, the Board may from time to time pay to the members such interim dividends as appear to it to be justified by the profits of the company. o Yes o No 82 83 84 85 86 87 (i) The Board may, before recommending any dividend, set aside out of the profits of the company such sums as it thinks fit as a 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 ....
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....e company, or any of them, shall be open to the inspection members 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 general meeting. Winding up Subject to the provisions of Chapter XX of the Act and rules made 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 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 ....
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....h time as they may from time to time think fit. (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. 3 4 5 6 7 8 (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 transfe....
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....all be at least two persons holding at least one-third of the issued shares of the class in question. shares The rights conferred upon the holders of the shares of any class issued with preferred or other rights shall not, unless otherwise expressly provided by the terms of issue of the shares of that class, be deemed to be varied by the creation or issue of further shares ranking pari passu therewith. 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 o Yes o No o Yes o No 9 10 11 12 13 (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 at a fixed time, in respect of that share; and (b) on all shares (not being fully paid shares) standing registered in the name of a single person, for all monies presently payable by him or his estate to the company: Provided that the Board of directors may at any tim....
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..... (iii) A call may be revoked or postponed at the discretion of the Board. 14 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 such lower rate, if any, as the Board determine. (ii) The Board shall be at liberty to waive payment of any such interest wholly or in part. may (i) Any sum which by the terms of issue of a share becomes payable on allotment or at any fixed date, whether on account of the nominal value of the share or by way of premium, shall, for the purposes of these regulations, be deemed to be a call duly made and payable on the date on which by the of issue such becomes payable. (ii) In case of non-payment of such ....
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....t 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 liability in respect of any share which had been jointly held by him with other persons. (i) Any person becoming entitled to a share in consequence of the death or insolvency of a member may, upon such evidence being produced as may from time to time properly be required by the Board and subject as hereinafter elect, either- (a) to be registered himself as holder of the share; or (b) to make such transfer of the share as the deceased or insolvent member could have made. provided, (ii) The Board shall, in either case, have the same right to decline or suspend registration as it would have had, if the deceased or insolvent member had transferred the share before his death or insolvency. o Yes o No o Yes o No o Yes o No o Yes o No (i) If the person so becoming entitled shall elect to be registered as holder of o Yes o No the share himself, he shall deliver or send to the company a no....
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.... on him requiring payment of so much of the call or instalment as is unpaid, together with any interest which may have accrued. 29 The 30 31 notice aforesaid shall- (a) name a further day (not being earlier than the expiry of fourteen days from the date of service of the notice) on or before which the payment required by the notice is to be made; and (b) state that, in the event of non-payment on or before the day so named, the shares in respect of which the call was made shall be liable to be forfeited. o Yes o No If the requirements of any such notice as aforesaid are not complied with, any o Yes o No share in respect of which the notice has been given may, at any time thereafter, before the payment required by the notice has been made, be forfeited by a resolution of the Board to that effect. manner as (i) A forfeited share may be sold or otherwise disposed of on such terms and in such the Board thinks fit. (ii) At any time before a sale or disposal as aforesaid, the Board may cancel the forfeiture on such terms as it thinks fit. o Yes o No 32 33 34 (i) A person whose shares have been forfeited shall cease to be a member in respect of the fo....
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....f the resolution, have not been taken or agreed to be taken by any person. 37 Where as are as shares converted into stock,― (a) the holders of stock may transfer the same or any part thereof in the same manner as, and subject to the same regulations under which, the shares from which the stock arose might before the conversion have been transferred, or near thereto circumstances admit: Provided that the Board may, from time to time, fix the minimum amount of stock transferable, so, however, that such minimum shall not exceed the nominal amount of the shares from which 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 applic....
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.... it thinks fit, for the case of shares becoming distributable fractions; and (b) to authorise any person to enter, on behalf of all the members entitled thereto, into an agreement with the company providing for the allotment to them respectively, credited as fully paid-up, of any further shares to which they may be entitled upon such capitalisation, or as the case may require, for 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 o Yes o No 41 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....
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.... 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. Voting rights o Yes o No Subject to any rights or restrictions for the time being attached to any class o Yes o No classes of shares,― (a) on a show of hands, every member present in person shall have one vote; and 50 50 or (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 o Yes o No (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. 53 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....
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....ists of a monthly o Yes o No payment, from day-to-day. be deemed to accrue (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 by 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. The Board may pay all expenses incurred in getting up and registering the o Yes o No company. 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. All cheques, promissory notes, drafts, hundis, bills of exchange and other negotiable instruments, and all receipts for monies paid to the company, shall be 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 o Yes o No o Yes o No 65 Every directo....
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.... 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. o Yes o No (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. 74 75 All acts done 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. Save as otherwise expressly provided in the Act, a resolution in writing, signed by all the members of the Board or of a....
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.... o Yes o No o Yes o No o Yes o No 81 82 83 84 85 86 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 aside out of the o Yes o No profits of the company such sums as it thinks fit as a 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 ....
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....ding up not Subject to the provisions of Chapter XX of the Act and rules made 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 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 o 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, i....
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....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. o Yes o No o Yes o No 7 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 8 9 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. to time Adjournment of meeting place to (i) The Chairperson may, with the consent of any meeting at which a quorum is present, and shall, if so directed by the meeting, adjourn the meeting from time and from place. (ii) No business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from w....
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.... shall, in so far as it consists of a monthly o Yes o No payment, from day-to-day. be deemed to accrue (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- 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 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 on the requisition of a director shall, at any time, summon a meeting of the Board. (i) Save as otherwise expressly provided in the Act, questions arising at any meeting of the Board shall be decided by a majority of votes. (ii) In case of an equality of votes, the Chairperson of the Board, if any, shall have a second or casting vote. o Yes o No o Yes o No 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 ....
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....duly convened and held. Subject Chief Executive Officer, Manager, Company Secretary or Chief Financial Officer to the provisions of the Act,- (i) A chief executive officer, manager, company secretary or chief financial officer may be appointed by the Board for such term, at such remuneration and upon such conditions as it thinks fit; and any chief executive officer, manager, company secretary or chief financial officer so appointed may be removed by means of a resolution of the Board. (ii) A director may be appointed as chief executive officer, manager, company secretary or chief financial officer. o Yes o No A provision of the Act or these regulations requiring or authorising a thing to o Yes o No be done by or to a director and chief executive officer, manager, company secretary or chief financial officer shall not be satisfied by its being done by or to the same person acting both as director and as, or in place of, chief executive officer, manager, company secretary or chief financial officer. The Seal 30 (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 auth....
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....om time to time think fit. (i) Every person whose name is entered as a member in the register of 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 be no further space on the back for endorsement of transfer, then upon production and surrender thereof to ....
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.... of the issued shares of the class in question. shares The rights conferred upon the holders of the shares of any class issued with preferred or other rights shall not, unless otherwise expressly provided by the terms of issue of the shares of that class, be deemed to be varied by the creation or issue of further shares ranking pari passu therewith. o Yes o No o Yes o No o Yes o No 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 (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 at a fixed time, in respect of that share; and (b) on all shares (not being fully paid shares) standing registered in the name of a single person, for all monies presently payable by him or his estate to the company: Provided that the Board of directors may at any time declare any share to be wholly or in part exem....
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....postponed at the discretion of the Board. o Yes o No 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 per cent per annum or at such lower rate, if any, as the determine. (ii) The Board shall be at liberty to waive payment of any such interest wholly or in part. Board may 17 (i) Any sum which by the terms of issue of a share becomes payable on o Yes o No allotment or at any fixed date, whether on account of the nominal value of the share or by way of premium, shall, for the purposes of these regulations, be deemed to be a call duly made and payable on the date on which by the terms such issue sum becomes of payable. (ii) In case of non-payment of such sum, all t....
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.... 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 liability in respect of any share which had been jointly held by him with other persons. (i) Any person becoming entitled to a share in consequence of the death or o Yes o No insolvency of a member may, upon such evidence being produced as may from time to time properly be required by the Board and subject as hereinafter either- (a) to be registered himself as holder of the share; or (b) to make such transfer of the share as the deceased or insolvent member could have made. provided, elect, (ii) The Board shall, in either case, have the same right to decline or suspend registration as it would have had, if the deceased or insolvent member had transferred the share before his death or insolvency. (i) If the person so becoming entitled shall elect to be registered as holder of o Yes o No the share himself, he shall deliver or send to the company a notice in writing stating ....
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....of the call or instalment as is unpaid, together with any interest which may have accrued. 29 The 30 notice aforesaid shall- (a) name a further day (not being earlier than the expiry of fourteen days from the date of service of the notice) on or before which the payment required by the notice is to be made; and (b) state that, in the event of non-payment on or before the day so named, the shares in respect of which the call was made shall be liable to be forfeited. o Yes o No If the requirements of any such notice as aforesaid are not complied with, any o Yes o No share in respect of which the notice has been given may, at any time thereafter, before the payment required by the notice has been made, be forfeited by a resolution of the Board to that effect. 31 in 32 manner as (i) A forfeited share may be sold or otherwise disposed of on such terms and such the Board thinks fit. (ii) At any time before a sale or disposal 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 forfeitur....
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....r agreed to be taken by any person. 37 Where as near are as shares converted into stock, (a) the holders of stock may transfer the same or any part thereof in the same manner as, , and subject to the same regulations under which, the shares from which the stock arose might before the conversion have been transferred, or thereto circumstances admit: Provided that the Board may, from time to time, fix the minimum amount of stock transferable, so, however, that such minimum shall not exceed the nominal amount of the shares from which 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 a....
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....ng distributable fractions; and (b) to authorise any person to enter, on behalf of all the members entitled thereto, into an agreement with the company providing for the allotment to them respectively, credited as fully paid-up, of any further shares to which they may be entitled upon such capitalisation, or as the case may require, for 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 41 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. General meetings o Yes o No 42 All general meetings other than annual general meeting shall be called extraordinary general meeting. o Yes o No 43 44 (i) The Board may, whenever it thinks fit, call an extraordinar....
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....e 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 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 55 52 53 (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 holders. of (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 A member of unsound mind, or in respect of whom an order has been made o Yes o No by any court having jurisdiction in lunacy, may vote, whether on a show of hands or on a poll, by ....
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.... deemed to accrue (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- 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. 62 The Board may pay all expenses incurred in getting up and registering the company. o Yes o No 63 o Yes o No 64 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. All cheques, promissory notes, drafts, hundis, bills of exchange and other negotiable instruments, and all receipts for monies paid to the company, shall be 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 o Yes o No 65 Every director present at any meeting of the Board or of a c....
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....ect 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. o Yes o No (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. 74 75 All acts done 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 ther....
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.... 85 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 aside out of the o Yes o No profits of the company such sums as it thinks fit as a 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 ....
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.... XX of the Act and rules made 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 (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. or not. (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 o 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 whic....
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....alled extraordinary general meeting. o Yes o No 4 (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 who are sufficient in number to form a quorum are not within India, any director or any two members of the company may call an extraordinary general meeting in the same manner, as nearly as possible, as that in which such a meeting may be called by the Board. Proceedings at general meetings 5 (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. o 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 7 8 9 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. If at any meet....
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....ent of the meeting or adjourned meeting at which the proxy is used. 15 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 16 Any business other than that upon which a poll has been demanded may be proceeded with, pending the taking of the poll. o Yes o No Board of Directors 17 18 19 20 20 21 The number of the directors and the names of the first directors shall be o Yes o No determined in writing by the subscribers of the memorandum or a majority of them. (i) The remuneration of the directors shall, in so far as it consists of a monthly payment, be deemed to accrue 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 by them- incurred (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 Proceedings of the Board o Yes o No (i) The Board of Directors may meet for the conduct of business, adjourn o Yes o No and otherwise regu....
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....t 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, o Yes o No 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 Act,- o Yes o No (i) A chief executive officer, manager, company secretary or chief financial officer may be appointed by the Board for such term, at such remuneration and upon such conditions as it thinks fit; and any chief executive officer, manager, company secretary or chief financial officer so appointed may be removed by means of a resolution of the Board. (ii) A director may be appointed as chief executive officer, manager, company secre....