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THE COMPANIES ACT, 1956

(A Company Limited By Shares)

MEMORANDUM OF ASSOCIATION

OF

Madhya Pradesh State Electronics Development

Corporation Limited

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I-        The name of the Company is MADHYA PRADESH STATE ELECTRONICS DEVELOPMENT CORPORATION LIMITED.

II-      The registered Office of the Company will be situated in the State of Madhya Pradesh.

III-    The objects for which the Company is established are:

A. The main objects to be pursued by the Company on its incorporation are:

 

1-       To promote and develop electronics industry in the State of Madhya Pradesh.

 

2-       To establish companies, associations for starting and taking over or conducting electronic industrial enterprises of any description; take over the management of electronic industrial units with a view to improving their working; to operate as agents of Stat~ Government in schemes designed to develop electronic industry in Madhya Pradesh or elsewhere.

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3-       To act generally as an industrial, management and financial and technical consultants and in particular to advise prospective entrepreneurs, concerns and corporate bodies assistance and service to them for the development of electronics industry.

4-       To promote use of IT and ITES in various Departments, Corporations, Companies, Societies, Boards etc. of Government of Madhya Pradesh. The Scope would include Consultancy, Software Development, Hardware Procurement, Training, Testing, Networking, Recruitment of IT Professionals and development of specified areas as Hardware and Software Technology Parks. The Corporation would also involve itself in emerging/areas in the field of Information Technology

B. The objects incidental or ancillary to the attainment of the main objects are:

1.                      To carryon in the State of Madhya Pradesh or elsewhere all kinds of business relating to research, development, pilot production, manufacture, assembly, fitting up, repairing, converting, overhauling, maintaining, rendering services of all and every kind and description buying, selling, importing, exporting, exchanging, altering, hiring, letting on hire, improving, repairing and dealing in apparatus, equipment, instrument, components and materials relating to the field of electronics or the electronic industry.

 

2.                      To undertake the setting up of. new electronic industrial units or expansion or diversification of existing industries in part or full including ancillaries to larger units, public or private, on its own or on behalf of or as agent of entrepreneurs, firms, concerns and companies or jointly with them.

3.                      To carry out or have carried out through suitable agencies market surveys of different areas, regions, products, etc. with a view to developing electronic industries, to undertake preparation of or have prepared by suitable agencies project profiles, feasibility studies and other pre- investment investigations or detailed project reports and project engineering reports in respect of electronics industry in general or for specific product or projects and to help the prospective entrepreneurs In preparing such  reports for setting up or electronic units.

4.                      To provide service centre, common facilities and testing and standardization units in respect of various products for the development of electronics Industry.

5.                      To establish, provide, maintain and contact or otherwise subsidies research laboratories and experimental workshops for scientific and technical research and experiments, to undertake and carry on scientific and technical research, experiments and tests' of all kinds to promote studies and research both scientific and technical, investigations and inventions by providing, subsidizing, endowing or assisting laboratories, workshops etc. and to maintain close liaison with leading research institutions in respect of matters relating to electronic industry and to act as agency for transmission of new techniques, knowledge to industry and for feeding back the field problems to the research institutes.

6.                      To manufacture, buy, sell, exchange, install, work, alter, improve, manipulate, prepare for market, import, and otherwise deal in all kinds of plant, machinery, apparatus, tools, utensils, substances, materials and things necessary or convenient for carrying on any of the business which the Company is authorised to carry on or usually dealt with by persons engaged in such business.

7.              To apply for and acquire permits, licenses and quota rights from the Government of India or from State Governments or from foreign Governments to import and export plant, equipment, spare parts thereof, machinery, (aw materials, intermediates finished products and processing materials connected with the manufacturing and selling of the products of the company.

8.                      To appoint engineers, contractors, managers, brokers, canvassers, agents and other persons and to establish and maintain agencies~ or branches in any part of the Union of India and/or abroad for the purpose of carrying on business of the company.

9.                      To apply for tender, purchase or otherwise acquire any contract, subcontract, licenses and concessions for or in relation to the objects of business herein above mentioned or any of them and to undertake, execute, carry out, dispose of or otherwise turn to account the same.

10.                   To sponsor and underwrite, new issues of shares, debentures and other securities in which the industrial undertakings in the State of Madhya Pradesh are directly or indirectly interested.

11.                   To Buy, underwrite, invest and acquire and hold shares, stock debentures debenture-stock  J' - ,bonds, obligations and securities issued or guaranteed by any company or body corporated or incorporate or by a person or association.

12.                   To acquire any shares, stocks, debentures, debenture-stock, bonds, obligations or securities by original subscription participation in syndicates, tender, purchase, exchange or otherwise and to subscribe for the same either conditionally or otherwise and to guarantee the subscriptions thereof and to exercise and enforce all rights and powers conferred by or incidental to, the ownership thereof.

13.                   To lend money with or without security and to make advances upon, hold in trust, issue, buy, sell or otherwise, any of the securities or investments of the kinds before mentioned or to act as agent for any of the above or the like purpose.

14.           Subject to the provisions of section 292 of the Companies Act, 1956 to borrow or raise or secure the payment of money by the issue or sale of debentures, debenture stock, bonds, obligations, mortgages and securities of all kinds, either perpetual or terminable and either redeemable or otherwise and to charge or secure the same by trust, deed or otherwise on the undertaking of the company including its uncalled capital, or upon any specific property and right, present and future of the Company or otherwise however.

15.                   To import managerial, technical and administrative advice and render assistance to industrial enterprises in obtaining managerial, technical and administrative services.

16.                   To obtain, aid and advise in securing-foreign exchange and foreign collaboration required by such industrial enterprises.

17.                   To prosecute and execute directly or by contributions or other assistance, any such works, undertakings, projects or enterprises, in which or for the prosecution whereof, or on the security whereof or of any profits or emoluments derivable there from, the company shall have invested money embarked capital, or engaged its credit.

18.                   To give guarantees and carry on and transact every kind of guarantee and counter guarantee business and in particular to guarantee the payment of any principal moneys, interest or other moneys, secured, by or payable under debentures bonds, debenture stock, mortgages, charges, contracts, obligations and securities and the payments of dividends on and the repayment of the capital of stocks and shares of kinds and descriptions and also to guarantee and insure the due payment, fulfilment and performance of contracts and obligations of any kind or nature.

19.                   To pay for any property or rights acquired by the Company, either in cash or fully or partly paid shares or by the issue of securities, or partly in one mode and partly in another and generally on such terms as may be determined.

20.                   To draw, make accept, endorse, discount, negotiate, execute and issue bills of exchange, promissory notes and other negotiable or transferable instruments, in connection with the business of the Company.

21.                   To purchase, or otherwise acquire and undertake the whole or any part of, or any interest in the business, goodwill, property, contracts, agreements, rights, privileges, effects and liabilities of any other company, corporation, partnership body, person or persons carrying on, or having ceased to carryon, any business which Company is authorised to carry on, on possession of property suitable for the purposes of the company and upon such terms and subject to such stipulations and conditions and at or for such price or considerations (if any) in money, shares, or otherwise as may be deemed advisable.

22.                   To acquire from time to time and to manufacture and deal in all such stock-in-trade, goods, chattel and effects as may be necessary or convenient for .any business for the time being carried on by the company.

23.                   To carry on business of concessionaries and merchants and to undertake and carryon and execute all kinds of commercial trading and other operations and to carry on any other business, (permissible by the law of the country) which may seem to be capable of being conveniently carried on in connection with any of the objects or calculate directly or indirectly to enhance the value of or facilitate the realisation of, or render profitable any of the property or rights.

24.                   To establish, provide, maintain and conduct or otherwise subsidise research laboratories and experimental workshops for scientific, and technical research and experiments and to undertake and carry on scientific and technical researches, experiments, and tests of all kinds  and to promote studies and research, both scientific and technical investigations and inventions by providing, subsidising, endowing or assisting laboratories, workshops, libraries, lectures, meetings and conferences and by providing further remuneration to scientific and technical professors, teachers or workers and by providing for the award of exhibitors, scholarships, prices, and grants to students or otherwise and generally to encourage, promote and reward studies, researches, investigations, experiment tests and inventions of any kind that may be considered likely to assist any of the business which the Company is authorised to carryon.

25.                   To apply for, purchase or otherwise acquire and protect and renew in any part of the world any trade marks, trade names, copy-rights, patents, brevets, inventions, licences, concessions and the like concerning any exclusive or non-exclusive or limited right to their use or any secrets or other information as to any invention which may seem capable of being used for any of the purposes of the Company, or the acquisition of which may seem calculated directly or indirectly to benefit the Company and to use, exercise, develop or grant licenses in respect of or otherwise turn to account of property, rights or information so acquired.

26.                   To adopt such means of making known the business of the Company as may seem expedient and in particular by advertising in the press, by circular, by purchase, and exhibition of works of art or interest and by granting prizes, rewards and donations.

27.                   To improve, manage, develop, grant rights or privileges in respect of or otherwise deal with all or any of the property and rights of the Company.

28.                   To issue the whole or any part of the property, risk ()r profits of the Company either fully or partially to protect and indemnity the Company from liability or loss in any respect either fully or partially and also to insure and to protect and indemnity any part or portion thereof either on mutual principle or otherwise and to apply all preliminary incorporation and undertaking expenses.

29.                   To purchase or otherwise acquire, sell, dispose of and deal in real and personal property of all kinds and in particular land, buildings, hereditaments business co'ncerns, undertakings, mortgages, charges, annuties, debenture stocks, securities, concessions and choses in action of all kinds.

 

30.                   To amalgamate, enter into partnership or into any arrangement for sharing profits or into any union or interest joint-venture, reciprocal concession or co-operation with any person or persons or company or companies carrying on, or engaged in or about to carryon or engage in or being authorised to carryon or engage in any business or transaction which this Company is authorised to carryon or engage in or any business or transaction capable of being conducted so as directly or indirectly benefit this Company.

31.                   To invest and deal with the moneys of the Company not immediately required upon such securities and in such manner as may from time to time be determined.

32.                   To open account or accounts with any individual firm Company or with any Bank or shroffs and pay into and withdraw money from such account or accounts.

33.                   Subject to the provision of section 58-A of the Companies Act, 1956 and the rules made there under, to receive money on deposit or loan and borrow or raise or secure the payment of money in such manner as the Company shall think fit and in particular by the issue of debentures or debenture-stock, perpetual or otherwise and to secure the repayment of any money borrowed, raised or owing by mortgage, charge or lien upon all or any of the property or assets of the Company (both present and future) including its uncalled capital and also by a similar mortgage charge, or lien to secure and guarantee performance by the company or any other person of Company of any obligation undertaken by the Company or any other person of Company as the case may be. Provided however that the Company shall not carryon any business of Banking Regulations Act, 1949.

34.                   To sell, improve, manage, develop exchange, lease, mortgage, dispose of, turn to account or otherwise deal with any part of the property and rights of the Company.

35.                   To act as agents or brokers and as trustees for any person or company and to undertake and perform subcontract and to do of the above things in any part of the world, and either as principals, agents, trustees, contractors, or otherwise and either alone or jointly with others, and either by or through agents, sub-contractors, trustees, or otherwise.

36.                   To establish and support or aid in the establishment and support of associations, institutions, funds trust and convenience calculated to benefit employees or ex-employees of the company or its predecessors in business or the dependents or connection of such persons and to grant pensions and allowances to make payments towards insurance and to subscribe or guarantee money for charitable or benevolent objects or for any exhibition for any public, general or useful objects.

37.                   To remunerate any corporation or person whether a Director of the company or not in the form of brokerage. commission royalty for technical know-how and for others, or otherwise for any services rendered to the Company or for introducing business, obtaining subscriptions of or guaranteeing the subscriptions of or placing or assisting in placing the shares, debentures, debenture Stock or securities of the Company or association promoted by this Company or in which it IS interested or otherwise assisting or rendering services to tile Company.

38.                   To refer or agree to refer any claims, demands, disputes on any other question, by or against the Company, or in which the Company is interested or concerned and whether between the Company and the member or members or his or their representatives or between the Company and third party, to arbitration in India or at any place outside 1ndla and to observe and perfor:l1 and to do all acts, deeds, matters and things to carry out or enforce the awards.

39.                   To pay all expenses of the incidental to the formation and registration of the Company and the issue of its capital including any underwriting or other commissions, brokerage, fees and charges in connection therewith.

40.                   To aid, pecuniarily or otherwise any association body or movement having for an object the solution, settlement or surrmounting of industrial or labour problems or troubles or the promotion or Industrv or trade

41.                   To sell, lease, mortgage, surrender, abandon and in any other manner deal with or dispose of the undertaking or property of the Company or any part thereof for such considerations as the Company may think fit, and in particular for shares debentures and other securities of any other Company having objects altogether or in part similar to those of the Company.

42.                   To subscribe or otherwise aid benevolent, charitable. national or other institutions or objects of a public character or which have any moral or other claim to support or aid by the Company by reason of the locality of its operations or otherwise, subject to the provisions of Section 293 A  of the companies Act 1956.

43.                   To create any depreciation fund, reserve fund, sinking fund, insurance fund or any other special fund whether for depreciation or for repairing, Improving, extending or maintaining the business or any of the property of the Company or for any other purpose conducive to the interests of the Company.

44.                   To provide for the welfare of any employee or employees of the Company, or wives, widows, and families or the dependents or connections of such persons by grants of moneys, pensions, allowances, bonus or other payments or by creating and from time to time subscribing to provident institutions or association funds or trusts and by providing or subscribing or contributing towards places of instruction and recreation, hospitals and dispensaries, medical and other attendance and other assistance or the Company shall think fit and otherwise to grants or guarantee money to any charitable or benevolent institutions or objects which shall have any moral or other claim to support by the Company either by reason of locality of operation or of utility to the Company or its employees.

45.                   To place to reserve or to distribute bonus shares among the members or otherwise to apply as the Company may from time to time think fit, any moneys received. by way of premium on shares issued at a premium by the Company and moneys received in respect of forfeited shares.

46.                   To distribute all or any of the property of the Company amongst the members in specie or kind as may be permissible under the Companies Act, 1956.

47.                   To do all such other things as may be deemed incidental or conducive to the attainment of the above objects or any of them.                                                                                                                                                               (Go To TOP)

 

(C)               THE OTHER OBJECTS NOT INCLUDED IN THE OBJECTS (A) and (B)                                                             ABOVE ARE:

  1. To carry on in the State of Madhya Pradesh and elsewhere the business of contractors, merchants, importers and farmers in all respective branches.

 

  1. To carry on the business of Electrical Engineers, Civil Engineers, Hydraulic Engineers, Marine Engineers, Chemical Engineers, Mining Engineers, Aeronautical Engineers, Textile Engineers, Automotive Engineers and all every work connected with the same and to carry out the business of electricians, electrical, mechanical and consulting engineers, suppliers of electricity for the purpose of light, heat, motive power or otherwise manufacturers of and dealers in machinery, apparatus, instruments and things required for or capable of being used in connection with generation distribution supply of accumulation employment and use of electricity galvanism, magnetism or otherwise.

 

  1. To carry on business as manufacturers and makers of and dealers in metal, plastics, wood, enamel, aluminium, alloys and any other products, substances, articles and things of every description and kind, and to carry on and conduct workshop and foundries of iron, brass and other metals, wood and any other substances wherever related to electronics industry.

 

  1. To float, own and operate communicating compaAies to communicate by means of wireless, cable or other means presently or that may be invited hereafter.

 

  1. To carry on the business of carriers by land, sea and air.

 

IV The liability of the members is limited.

 

   V  The Authorised Share Capital of the Company is Rs. 30,00,00,000/- (Rupees Thirty Crores Only) divided into 30,00,000 (Thirty Lacs) Equity Shares of Rs. 100/-(Rupees One Hundred Only) each, with power to increase or reduce such capital from time to time in accordance with the Regulations of the Company and the legislative provisions for the time being into Equity Share Capital or Preference Share Capital and attain thereto respectively and privileges or conditions. If and whenever the capital of the Company is divided Into shares of different classes, the rights of any such class mayor surrendered as provided in the Articles of Association of the Company and the legislative provisions for the time being in force.                                                            (GO TO TOP)

 

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

 

 
   

Sr.No.

Name, address, description & occupation of subscriber

Number of Equity shares taken by each subscriber

Signature of Subscriber

Name, address, description & occupation of witness & his signature

For and on behalf of Governor of M. P.

1

Shri B. S. Baswan Industries Commissioner, Govt. of Madhya Pradesh Vindhyachal Building, BHOPAL

5

 (Five)

Sd/-

Witness to Signature from 1 to 3.

For and on behalf of MPAVN Ltd.

2

Shri P. G. Mankad

Managing Director,

M. P. Audyogik Vikas Nigam Ltd., BHOPAL

 

1

(One)

Sd/-

Sd/-

Ashok Kumar Shrivastava S/0 Shri J.S. Shrivastava E-4/367, Arera Colony, Bhopal Junior Assistant MPAVN Ltd.

For and on behalf of Governor of M.P.

3

Shri A.D. Mohile Dy. Secretary, Govt. of M.P. Commerce and Industry Deptt. Vallabh Bhavan, BHOPAL

5

 (Five)

Sd/-

 

 

TOTAL

11 (Eleven)

 

 

Dated : 18th Nov. 1983

Place  : Bhopal                                                                                                                                                                    (GO To TOP)

 

 
   

THE COMPANIES ACT, 1956

(A Company Limited By Shares)

ARTICLES OF ASSOCIATION

OF

Madhya Pradesh State Electronics Development Corporation limited

 

 
   

Article1 :

 

 

Interpretation clause

(1)

In these Articles unless there be something repugnant in the subject matter or context

 

“The Company”

  1.  

The "Company" means Madhya Pradesh State Electronics Development Corporation limited

“The Act”

  1.  

The "Act" means the Companies Act. 1956

“The Government”

  1.  

The "Government" means the Government of Madhya Pradesh;

 

“The Directors”

  1.  

The "Directors" means the Directors for the time being of the Company;

“The Chairman”

  1.  

The "Chairman" means the Chairman of the Board of Directors for the time being of the Company;

“Office”

  1.  

The "Office" means the registered office for the time being of the Company;

“Seal”

  1.  

The "seal" means the common seal of the Company;

“The Board”

  1.  

"Board of Directors or Board in relation to the Company" means the Board of Directors of the Company:

“Capital”

  1.  

"Capital" means the Capital for the time being raised or authorised to be raised for the purpose of the Company;

“Dividend”

  1.  

"Dividend" includes bonus;

“Executor” or “Administrator”

  1.  

"Executor" or "Administrator" means a person who has obtained probate or letter of Administration, as the case may be, from a competent court:

“In writing” and “Written”

  1.  

"In writing" and "written" include, printing, lithography and other modes representing or reproducing words in a visible form

“Month”

  1.  

 "Month" means a calendar month

“Persons”

  1.  

 "Persons" includes Corporations as well as individuals

“Regulation”

  1.  

"Regulations of the Company" means the regulations for the time being in force for the management of the Company

“Register”

  1.  

 "The Register" means the register of members to be kept pursuant to the Act

“Expression in Articles bear the same meaning as in the Act”

(2)

Unless the context otherwise requires, other words or expressions contained in these Articles shall bear the same meaning as in the Act.

 

Singular includes plural

(3)

Words importing the singular number include the plural number and vice versa.

Masculine includes feminine

(4)

Words importing the masculine gender also include the feminine gender.

Marginal notes and catch line

(5)

The marginal notes' and catch line hereto shall not affect the construction hereof.

Article 2 :

 

 

Table ‘A’ not to apply

(1)

The regulations contained Hi Table 'A' in Schedule I to the Act shall not apply to the Company.

 

 

(2)

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

Article 3 :

 

 

Private Company

 

The Company is to be a Private Company within the meaning of Section 35) and 3(1) (iii) of the Companies Act, 1956 and accordingly :-

(a) The number of.members for the time being of the Company (exclusive of persons who are for the time being In the employment to the Company and persons who, having been formerly in the employment of the Company, were members of the Company while in that employment and have continued to be members after the employment ceased) is not to exceed fifty, but where two or more persons hold one or more shares In the Company jointly, they shall for the purposes of the Article, be treated as a single member. .

(b) Any invitation to the public to subscribe for any shares in or debentures of the Company IS hereby prohibited.

(c) The right of transfer of shares shall be restricted as hereinafter provided.

 

 

SHARE CAPITAL

Article 4 :

 

 

Share Capital

 

The Authorised Share Capital of the Company is Rs. 30,00,00,000/- (Rupees Thirty Crores only) divided into 30,00,000 (Thirty Lacs) Equity Shares of Rs. 100/- (Rupees One Hundred Only) each. with the rights, privileges and conditions attaching hereto as are provided by the Articles of Association of the Company for the time being with power to increase or reduce the capital and to divide and subdivide the shares into several classes and to attach there to respectively such preferential qualified or special rights, privileges or conditions, as may be determined by or in accordance with the Articles of Association of the Company for the time being and to vary, modify or abrogate any such rights, privileges or conditions in such manner as may be permitted by the Act, or as provided by the Articles of Association of the Company for the time being. Provided that the Company may alter the conditions of Its Memorandum so as. to increase or reduce its share capital by such amount as it thinks expedient in the manner as provided in the Articles of Association of the Company for the time being as permitted by the Act.

Article 5 :

 

 

Allotment of shares subject to Government’s directions

 

The shares shall be under the control of the Board of Directors who may allot or otherwise dispose of them on such terms and conditions as it considers fit, subject to .such directions as the Government may issue from time to time, and to the provisions hereinafter contained.

Article 6 :

 

 

Company not to recognize holding of share on trust or any equitable contingent future or partial interest in any share

 

Except as required by law, no person shall be recognised by the Company as holding any share upon any trust, and the Company shall not be bound by, or be compelled in any way to recognise any equitable, contingent, future or partial interest in any share, or any interest in any fractional part of a share or (except only as by these Articles or any law otherwise provided) any other rights in respect of any share except an absolute right to the entirety thereof in the registered holder.

Article 7 :

 

 

Registered member entitled to share certificate within 3 months

(1)

Every person whose name is entered as a member in the register of members shall be entitled to receive within three months after allotment or registration of transfer (or ~ithin such other period as the conditions of issue shall provide)-

(a) One certificate for all his shares without payment; or

(b). Several certificates, each for one or more of his shares, upon payment of one rupee for every certificate after the first;

(2) Every certificate shall be under the seal and specify the shares to which it relates and the amount paid up thereon.

(3) 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.

Article 8 :

 

 

Renewal of shares certificate on payment of fee

 

If a share certificate is defaced, lost or destroyed it may be renewed on payment of a fee of fifty paise and on su.ch terms, if any, as to evidence and indemnity and the payment of out-of-pocket expenses incurred by the Company in investigating evidence, as the Directors think fit.

 

 

LIEN

 

Article 9 :

 

 

Company’s lien paramount

(1)

 

 

 

 

 

 

 

 

 

 

(2)

The Company shall have a first and paramount lien :-

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

(b) On all shares (not being fully paid shares) standing registered in the name of a single person, for all money 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 exempt from the provisions of this clause.

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

Article 10:

 

 (GO To TOP)

Sale of shares on which the Company has a lien

 

The Company may sell, in such manner as the Board thinks fit, any shares on which the Company has a lien.

Provided that no sale shall be made :-

(a) Unless a sum in respect of which the lien exists is presently payable, or,

(b) Until the expiration of fourteen days after a notice in writing stating and demanding payment of such part of the amount in 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 persons entitled thereto by reason of his death or insolvency.

Article 11 :

 

 

Sale of shares on which the Company has a lien

(1)

 

 

(2)

 

 

(3)

To give effect to any sale under Article 10 the Board may authorise some person to purchaser thereof.

 

The purchaser shall be registered as the holder of the shares comprised in any such transfer.

 

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.

Article 12 :

 

 

Application of proceeds of sale

(1)

 

 

 

(2)

The proceeds of the sale under Article 10 shall be received by the Company and applied in payment of such part of the amount in respect of which the lien exists as is presently payable.

 

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

Article 13 :

 

 

The Board may make calls

(1)

The Board, may, from time to time, make calls upon the members in respect of any moneys unpaid on their shares (whether on account of the nominal value of the shares or by way of premium) and not by the conditions of allotment thereof made payable at fixed times.

The Directors may extend time

 

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 of the last preceding call, (Provided, however, that the Directors may from time to time, at their discretion extend the time fixed for the payment of any call and may extend such time to all or any of the members whom from residence at a distance or other cause. the Directors may deem entitled to such extension, but no member shall be entitled to such extension save: as a matter of grace and favour).

Payment on call

(2)

Each member shall, subject to receiving, atleast 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.

Discretion of Board to revoke

(3)

A call may be revoked or postponed at the discretion of the Board.

Article 14 :

 

 

Call when made

 

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

Article 15 :

 

 

Joint and several liability on calls

 

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

Article 16 :

 

 

Interest

(1)

If a sum called in respect of a share is not paid before or on the day 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 paymel1t at five percent per annum or at such lower rate, if any, as the Board may determine.

Waiver of interest

(2)

The Board shall be at liberty to waive payment of any such interest wholly or in part.

Article 17 :

 

 

Sum payable on allotment or any fixed date to be on due dates

(1)

Any sum which by the terms of issue of a share becomes payable on allotment or any fixed date. whether on account of the nominal be on due dates value of the share or by way of premium, shall for the purpose of these Articles be deemed to be a call duly made and payable on the date on which by the terms of Issue such sum becomes payable

Interest on non-payment

(2)

In case of non-payment of such sum, all the relevant provision of these Articles as to payment of interest and expenses, forfeiture or otherwise shall apply as if such sum had become payable I virtue of a call duly made and notified.

Article 18 :

 

 (GO TO TOP)

Voluntary advances of uncalled share capital

 

 

The Board

 

(a) May, if it thinks fit, receive from any members willing to advance the same, all or any part of the moneys uncalled and unpaid upon any shares held by him and

(b) Upon all or any of the moneys so advanced may (until the same would, but for such advance, become presently payable) pa~ interest at such rate not exceeding, unless the Company if general meeting shall otherwise direct, fifteen percent per annum as may be agreed upon between the Board and the member paying the sum in advance, and the Directors may at any time, repay the amount so advanced upon giving to such member three months notice in writing

 

 

TRANSFER OF SHARES

Article 19 :

 

 

Restriction on transfer of shares

 

The right of members to transfer their shares shall be restricted as

follows:

(a) A share may be transferred by a member or other person approved by the Government;

(b) Subject as aforesaid, the Directors may, in their absolute and uncontrolled discretion, refuse to register any proposed transfer of shares giving reasons for such refusal.

(c) If the Directors refuse to register the transfer of any shares, they shall, within two months, send to the transferee and the transferor notice of the refusal.

Article 20 :

 

 

Transfer to the executed by both parties

(1)

The instrument of transfer of any share In the Company shall be executed by or on behalf of both the transferor and transferee.

Transferor deemed holder until registration

(2)

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.

Article 21 :

 

 

Form of transfer

 

Shares in the Company shall be transferred in the form, as may be prescribed by the Central Government from time to time in this behalf.

Article 22 :

 

 

Registration of transfer

 

Every instrument of transfer shall be left at the office for registration, accompanied by the certi!icate of the shares to be transferred. and such evidence as the Company may require to prove the title of the transfer, or his right to transfer the shares. All Instruments of transfer shall be retained by the Company, but any instrument of transfer which the Directors may decline to register shall on demand, be returned to the person depositing the same.

Article 23 :

 

 

Savings of transmission of share by operation of law

 

Nothing contained in Article 19 shall prejudice any power of the Company to register as share holder any person to whom the right to any shares in the Company has been transmitted by operation of law

Article 24 :

 

 

Transfer fee

 

The Board may also decline to recognise any Instrument of transfer unless :-

(a) A fee of two rupees is paid to the Company in respect there of

 

(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 reasonable require to show the right of the transfer to make the transfer.

 

Article 25 :

 

 

Suspension of Registration

 

The registration of transfers may be suspended at such times and for such period as the Board may time to time determine.

Time limit

 

Provided that such registration shall not be suspended for more than forty five days in any year and for more than thirty days at a time.

Article 26 :

 

 

Fees on instruments

 

The Company shall be entitled to charge a fee not exceeding two rupees on the registration of every probate, letters of administration, certificate of death or marriage, power of attorney, or other instrument.

 

 

TRANSMISSION OF SHARES

Article 27 :

 

 (GO TO TOP)

Death of one or more joint holders of shares

(1)

 

 

 

 

(2)

 

On the death of a member, the survivor where the member was a joint holder, and his legal representatives where he was a sole .holder, shall be the only person recognised by the Company as having any title to his interest in the shares.

 

Nothing in clause (1) 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.

Article 28 :

 

 

Registration of share on death or Insolvency of holder

(1)

 

 

 

 

 

 

 

 

 

(2)

Any person becoming entitled to a share in consequence of the death or insolvency of a member may, upon such evidence being produced as may from time to time properly be required by the Board and subject as hereinafter provided, elect either:-

(a) To be registered himself as holder of the share; or

 

(b) To make such .transfer of the share as the deceased or insolvent member could have made

 

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.

Article 29 :

 

 

Notice by person entitled to share on death or insolvency of holder

(1)

 

 

 

(2)

 

 

(3)

If the person so becoming entitled shall elect to be registered as holder of the share himself. he shall deliver or send to the Company a notice in writing signed by him stating that he so elects

 

If the person aforesaid shall elect to transfer the share, he shall testifv his election bv executinG a transfer of the share

 

All 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 of 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.

Article 30 :

 

 

Rights of person entitled to share on death or insolvency

 

A person becoming entitled to a share by reason of death or insolvency  of the holder, shall be entitled to the same divindends 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 within ninety days, the Board may there-after with hold payment of all dividends, bonuses or other moneys payable in respect of the share, until the requirement of the notice have been complied with.

Article 31 :

 

 (GO TO TOP)

Maximum aggregate period

 

The register of members or the register of debenture-holders may be closed for any period or periods not exceeding in the aggregate 45 days in each year but not exceeding 30 days at anyone time after giving not less than 7 days previous notice in terms of Section 154 of the Act by advertisement in some newspaper circulating in the district in which the registered office of the Company is situated.

Article 32 :

Directors' right to refuse registration on Transmission

The Directors shall have the same right to refuse giving reasons for such refusal to register a person entitled by 'transmission to any shares or his nominee, as if he were the transferee named in an ordinary transfer presented for registration.

 

Article 33 :

 

Powers of the Government

in regard to transfer or

transmission of shares

held by his nominee

 

So far as concerns any share held by any person as a nominee of the Government, on the Government requiring him to transfer any such  share to the Government or to any other person or persons nominated by the Government or any such person becoming of unsound mind or  becoming or being adjudicated an insolvent. or dying, or on such person, being a Company, being wound up voluntarily or by the Court or subject to the supervision of the court, the following provisions shall take effect,

namely:-

 

(i) The Government may at any time serve the Company with a requisition to enforce the transfer of any such share.

(ii) The Company shall thereupon forthwith give to the holder of such share, or where the holder has become of unsound mind, to his committee or other guardian, or where the holder has become or been adjudicated an insolvent, to the assignee of his estate and effects or where the holder, is dead, to his heirs or legal representatives, or where the

holder being a Company, has been wound up as aforesaid to its liquidator, notice in writing of the requisition and unless within 14 days afterwards, the holder or as the case may be, the committee or guardian or assignee or heirs or legal representatives of such holder, shall execute in favour of the Government or of any person or persons nominated by the Government a proper transfer form in respect of such share and hand over the same along with the relative certificate in respect of such share to the Government or

any other person or persons nominated by the Government in that behalf may at any time thereafter execute a transfer in respect of such share for and on behalf of such holder or of his estate and the same shall be deemed to have been duly and properly executed for and on behalf of such

holder or such holder of his estate, and thereupon the holder or his estate shall cease to have any interest whatsoever in such share and the certificate of such share if not handed over as aforesaid shall thereupon stand cancelled and be and become void and of no effect, and the Company shall be entitled thereafter to issue a new certificate in lieu thereof in favour of the Government or of such person or

persons as he may nominate.

FORFEITURE OF SHARES

Article 34 :

 

If call or instalment not paid, notice to be given

If a member fails to pay any call, or instalment of a call on the day

appointed for payment thereof, the Board may, at any time thereafter

during such time as any part of the call or instalment remains, unpaid,

serve a notice on him requiring payment of so much of the call or

instalment as is unpaid, together with any interest which may have

accrued.

                                        Article 35 :

 

 

Form of notice.

The notice under Article 34 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 will be liable to be forfeited.

Article 36 :

 

 

Forfeiture of share on

default of payment

 

If the requirements of any notice served under Article 34 are not

complied with, any 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 passed by the Board to that effect.

 

Article 37 :

 

 

Disposal of forfeited

shares

 

Powers to annul forfeiture

 

 

(1 ) A forfeited share may be sold or otherwise disposed of on such terms and in such manner as the Board thinks fit.

 

(2) At any time before a sale or disposal as aforesaid the Board may cancel the forfeiture on such terms as it thinks fit.

 

 

ArtiCle 38 :

 

Liability to pay money

owing at the time of

forfeiture

(1) 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 moneys which at the date of forfeiture, were payable by him

to the Company In respect of the shares

 

(2) The liability of such persons shall cease if and when the Company shall have received payment in full of all such moneys in respect

of the share. .

Article 39 :

 

Declaration of forfeiture

 

(1) 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 to the share.

 

(2) The Company may receive the consideration, 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

.

(3) The transferee shall thereupon be registered as the holder of the share.

 

(4) The transferee shall not be bound to see to the application of the purchase money, 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.

Article 40 :

 

Provisions regarding

forfeiture to apply in the

case of sums payable at

a fixed time

 

The provisions of these regulations as to forfeiture shall apply in the case of non-payment of any sum which, by the terms of issue, of  shares 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 payabl'e by virtue of a call duly made and notified.

CONVERSION OF SHARES INTO STOCK

Article 41 :

 

Conversion of shares into stock and vice versa

Subject to such directions issued by the Government, the Company

may, by ordinary resolutions :-

(a) Convert any paid-up shares into stock; and

(b) Reconvert any stock into paid-up shares of any denomination.

 

Article 42 :

 

 

Transfer of stock subject

to same regulations as

transfer of shares

 

The holder 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 as near thereto as 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 amqunt of the shares from which .the stock arose. .

Article 43 :

 

 

Rights and previleges of

holder of stock

 

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 exiting in share, have conferred that privilege or advantage.

Article 44 :

 

 

Regulations applicable to

'paid up share to apply to

stock

 

Such of the regulations of the Company as are applicable to paid-up shares shall apply to stock and the words "Share" and Share holder" in those regulations shall include "stock" and "stockholder" respectively.

ALTERATION OF CAPITAL

 

 
   

 

Article 45 :

Issue of

 

 

Increase of

capital

 

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, subject to such directions as

may be issued by the Government in this behalf.

 

Article 46 :

 

 

Issue of

New Shares

 

Subject to such directions as may be issued by the Government in New Shares this behalf, new shares shall be issued upon such terms & conditions and with such rights and privileges annexed thereto as the general meeting resolving upon the creation thereof shall direct and if no

direction be given as the Directors shall determine. Provided that no shares shall be issued carrying voting rights or rights in the Company as to dividend, capital or otherwise which are disproportionate to the rights attaching to the holders of other shares.

 

Article 47 :

 

 

Same as original capital

 

Except so far as otherwise provided by the conditions of issue, or by these Articles, any capital raised by the creation of new shares shall be considered part of the original capital and shall be subject to the provisions herein contained with reference to the payment of calls and instalments, transfer and transmission, lien, voting, surrender and otherwise.

 

Article 48 :

 

 

Sub-Division &

consolidation of

shares

Subject to the approval of the Government, the Company in general meeting may, from time to time, subdivide or consolidate its shares or any of them and exercise any of the other powers conferred by Section 94 .of the Act and shall file with the Registrar such notice of exercise of any such powers as may be required by the Act.

 

Article 49 :

 

 

Reduction of capital

Subject to such directions as may be issued by the Government in

this behalf, the Company may by special resolution, reduce in any

manner and with, and subject to any incident authorised and consent

required by law:

(a) Its share capital;

{b) Any capital redemption reserve fund; or

(c) Any share premium account.

 

BORROWING POWERS

 

Article 50 :

 

 

Power to Borrow

The Directors may from time to time at their discretion raise or borrow or secure the payment of any sum or sums of money for the purposes of the Company.

 

 

Article 51 :

 

 

 

Conditions on which

money may be borrowed

Directors may raise or secure the payment or repayment of such or sums in such manner and upon such terms and conditions in respects as they think fit and in particular, by the issue of debentures debenture stock of the Company charged upon all or any part of the of the Company, both present and future, including its uncalled for the time being.

 

Article 52 :

 

 

 

Securities assignable

free from equalities

 The debentures, debenture-stock and other securities may be made free from any equities between the Company and the to whom the same may be issued

persons to whom the same may be issued.

 

Article 53 :

 

 

Issue at a discount or

which special privileges

Subject to the approval of the Government and Section 117 of the Act, debenture, debenture-stock, bonds or other securities may be at a discount, premium or otherwise and with any special as to redemption, surrender, drawing, allotment of shares, general meeting of the Company, appointment of Directors otherwise.

 

Article 54 :

 

 

When uncalled capital is

charged subsequent

charges to be subjected

to the prior charge

Whenever any uncalled capital of the Company is charged all persons any subsequent charge thereon shall take the same subject to prior charge and shall not be entitled by notice to the shareholders otherwise, to obtain priority over such prior charges.

 

Article 55 :

 

 

Indemnity may be given

If the Directors or any of them or any other person shall become personally liable for the payment of any sum primarily due from the Company, the Directors may execute or cause to be executed any mortgage, charge or security over or affecting the whole or any part of the assets of the Company by way of indemnity to secure the Directors

or persons so becoming liable as aforesaid from any loss in respect of such liability.

 

GENERAL MEETING

 

 

Article 56 :

 

 

Extra-Ordinary

General Meeting

All general meeting other than Annual General Meetings shall be called Extra Ordinary General Meeting.

 

Article 57 :

 

 

Convening of

Extra-Ordinary

General Meeting

The Directors may, whenever they think fit and they shall, on the requisition of the holders of not less than one-tenth of the issued capital on which all calls or other sums then due have been paid and as at that date carries the right of voting in the matter, forth with proceed to convene an Extra Ordinary General Meeting of the Company, and in the case of such requisition the following provisions shall have effect:-

 

 

(i) The requisition must state the objects of the meeting and must be signed by the requisitionists and deposited at the
office and may consist of several documents in like form each signed by one or more requisitionists. In case of joint
holders of shares, all such holders shall sign the requisition.

(ii) If the Directors of the Company do not proceed within twenty one days from the date of requisition being so deposited to cause a meeting to be called for the consideration of these matters on a day not later than forty-five days from the date of the deposit of the requisition, the requisitionists or a majority of them in value may themselves convene the meeting but any meeting so convened shall be held within three months from the date of the deposit of the requisition.
(iii) Any meeting convened under this Article by the requisitionists shall be convened in the same manner as nearly as possible as that in which meetings are to be convened by the Directors. If, after a requisition has been received, it is not possible for a sufficient number of  Directors to meet in time so as to form a quorum, any Director may convene an Extra Ordinary General Meeting in the same manner as nearly as possible as that in which meeting may be convened by the Directors.

 

Article 58 :

 

 

Notice of Meeting

Subject to the provisions relating to special resolutions hereinafter contained, at least four clear days notice in writing specifying the place, day and hour of meeting, with a statement of the business to be transacted at the meeting shall be served on every member in the manner hereinafter provided, but with the consent in writing of all the members entitled to receive notice of the same, any particular meeting may be convened by such shorter notice and in such manner as the members may think fit.

 

Provided, however that where any  resolution is intended to be passed as a special resolution at any general meeting as required by section 189 (2) of the .Act, not less than 21 days notice of such meeting specifying the Intention to propose the resolution as a special resolution  shall be served.. Provided further that if all the members entitled to attend and vote at such meeting so agree, a resolution may be proposed and passed as a special resolution at a meeting of which less than 21 days notice has been given.

 

Article 59 :

 

 

Omission to give

notice not to

invalidate resolution

An inadvertent omission to give any such notice to or the non-receipt of any such notice by any members shall not invalidate the proceedings at any meeting.

 

Article 60 :

 

 

Business of Meeting

The ordinary business of an Annual General Meeting shall be to receive and consider the profit and loss account, the balance sheet, and the report of the Directors and of the Auditors, to declare dividends and to transact any other business which under these articles ought to be transacted at an Annual General Meeting.

All other business transacted at an Annual General Meeting and all business transacted at an Extra Ordinary General Meeting, shall be deemed special, for which the provisions of Section 173 (2) of the Act would be complied with while issuing the notice convening the meeting.

 

PROCEEDINGS AT GENERAL MEETING

 

Article 61 :

 

 

Quorum

(1) 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.

(2) Save as herein otherwise provided, two members presents in person shall be a quorum.

 

Article 62 :

Chairman of

General Meeting

Article 63 :

Election of Director

in the absence of

Chairman

 

Article 64 :

The' Chairman of the Board shall preside as Chairman at every general meeting of the company.

 

If the Chairman is not present within fifteen minutes after the time appointed for holding the meeting; the Directors present shall elect one of their number to be the Chairman of the meeting.

 

 

Proceedings in absence

of quorum

If within half an hour from the time appointed for the meeting a quorum is not present, the meeting if convened upon such requisition as aforesaid, shall be dissolved; but in any other case it shall stand adjourned to the same day in the next week at the same time and place or to such other day and such other time and place as the Board may by notice to the shareholders determine, and if at such adjourned meeting a quorum is not present those members who are present shall be a quorum and may transact the business for which the meeting

 

 

 

 

Article 65 :

Adjournment

 

 

 

Business at

adjourned meeting

 

 

 

 

 

 

 

 

 

 

Article 66 :

 

Decision in the first

instance by show of

hands

 

 

Evictence of resolution

where poll not demanded

 

 

 

 

 

 

 

 

 

 

 

Manner of taking poll and

result thereof'

 

 

 

 

 

Poll demanded to be

taken at the meeting

 

 

 

Chairman to be the sole judge

 

 

 

 

member not personally present to vote on show of hands

 

 

 

 

 

Article 67 :

Demand  for poll not to

prevent transaction of  other business

 

 

Article 68 :

Right of the Government

to appoint any person as

his representative .

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

VOTE OF MEMBERS

 

Article 69 :

Votes

 

 

Article 70 :

 

Voting by joint holders

 

Explanation

 

 

 

Article 71 :

 

Notice by person entitled

to any shares by

transmission

 

 

 

 

 

 

 

 

Article 72 :

 

Voting in the case of

members of unsound

mind

 

 

 

Article 73 :

 

No member to vote

unless calls are paid-up

 

 

Article 74 :

 

Objection to vote

 

 

Chairman to judge validity

 

 

Article 75 :

 

Appointment and qualification  of proxy or attorney

 

 

 

 

 

 

 

 

Deposit of instrument of  appointment.

 

 

 

 

 

 

 

 

Article 76 :

Form of proxy

 

 

Article 77 :

Vote of proxy

to be valid  If

 notice of revocation not

received

 

 

 

 

 

 

BOARD OF DIRECTORS

Article 78 :

Number of Directors

 

 

 

 

 

 

Appointment and tenure

of Directors

 

 

 

 

 

 

 

Salary and allowances of

Chairman, Managing

Director and Directors

 

Powers to fill vacancies

 

 

 

 

First Directors of the

Company

 

 

 

.Directors vacating office

 

 

(1) The Chairman may, within the consent of any meeting at which a quorum is present, and shall, if so directed by the. meeting, adjourn the meeting from time to time and from place to place.

 

(2) No business shall be transacted at any adjourne meeting other than the business left unfinished at the meeting from which the adjournment took place.

 

(3) 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.

 

(4) Save as aforesaid, it shall not be necessary to give any notice of an adjournment or of the business to be transacted at an adjourned meeting.

 

(a) Every question submitted to a meeting shall be decided in the first instance by a show of hands. In the case of an equality of  votes, whether on a show of hands or on a poll, the Chairman of  the meeting at which the show of hands takes place, or at which the poll is demanded, shall be entitled to a second or casting vote. .

 

(b) At any general meeting a resolution put to the vote of the meeting shall be decided on a show of hands, unless a poll is, before or on the declaration of" the result of the show of hands, demanded by a member present in person or proxy or by duly authorised  representative, and unless a poll is so demanded a declaration by the Chairman that a resolution has, on a show of hands been carried or carried unanimously or by a particular majority or lost and an entry to that effect in the book of proceeding of the Company, shall be conclusive evidence of the fact," without proof  of the number or proportion of the vote recorded in favour of or  against that resolution.

 

(c) If a poll is duly demanded, it shall be taken in such manner and at such time and place as the Chairman of the meeting may direct, and either at once, or after an interval or adjournment or  otherwise, and the result of the poll shall be deemed to be the  resolution of the meeting at which the poll was demanded. The demand of a poll may be withdrawn.

 

(d) Subject to the provisjons of Section 180 of the Act, any poll duly demanded on the election of a Chairman of a meeting or on any quesion of adjournment shall be taken at the meeting and without

 

(e) The Chairman of any meeting shall be the sole judge of the validity of every vote tendered at such meeting. The Chairman present at taking of a poll shall be the sole judge of the validity of every vote tendered at such poll.

 

(f) No member not personally present shall be entitled to vote on a show of hands.

 

Subject to the provisions of Article 66 (d), any business other than that upon which a poll has been demanded may be proceeded with pending the taking of the polls.

 

(1) The Government, so long as it is a shareholder of the Company  may from time to time, appoint one or more persons (who need  not be a member or members of the Company) to represent it  all or any meetings of the Company.

 

(2) Only one of the persons appointed under sub-clause (1) of this Article who is personally present at the meeting shall be deemed  to be a member entitled to vote and be present in person and shall be entitled to represent the Government at all or any such  meetings and to vote on its behalf whether on a show of hands or on a poll.

 

(3) The Government may, from time to time, cancel any appointment  made under sub clause (1) of this Article and make fresh appointments.

 

(4) The production at the meeting of an order of the Government evidenced as provided in the Constitution of India shall be accepted by the Company as sufficient evidence of any such appointment or cancellation as aforesaid.

 

(5} Any person appointed by the Government under this Article may if so authorised by such order. appoint a proxy, whether specially or generally.

 

(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 as laid down in Section 87 of the Act.

 

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  votes of other joint holders.

For the purpose of this Article, seniority shall be determined by the order in which the names stand in the register of members.

 

 

 

 

Any person entitled to any shares by transmission may vote at any general meeting in respect thereof in the same manner as if he was the registered holder of such shares, provided that seventy two hours at least before the time of holding the meeting or adjourned meeting as the case may be at which he proposes to vote. he shall satisfy the Directors of his right to such shares, unless the Directors shall have

previously admitted his right to such shares or his right to vote at such shares or his right to vote at such meeting in respect thereof.

 

A member of unsound mind or in respect of whom an order has been made by any Court having jurisdiction in lunacy, may vote, whether on a show of hands or on a poll, by and any such committee or guardian may, on a poll, vote by proxy.

 

 

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.

 

 

 

(1) 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.

 (2) Any such objection made in due time shall be referred to the Chairman of the meeting whose decision thereon shall be final and conclusive.

 

 

(1) A member entitled to attend and vote at a meeting may appoint another person (whether a member or not) as his proxy to attend a meeting and vote on a poll. No member shall appoint more than one proxy to attend on the same occasion. A proxy shall not be entitled to speak at a meeting or to vote except on a poll. The instrument appointing a proxy shall be In writing and signed by the appointer or his attorney duly authorised in writing, or if the appointer is a body corporate, be under its seal or be signed by an officer or an attorney duly authorised by It.

(2) The instrument appointing a proxy and the power of attorney or other authority, if any, under which i1 is signed or a notarially certified 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 holding the meeting or adjourned meeting at which the person named in the instrument proposes to vote, or in the case of a poll, not less than 24 hours before the time, appointed for the taking of the poll, and in default the instrument of proxy shall not be treated as valid.

 

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

 

A vote given in accordance with the terms of an instrument of proxy shall be valid, notwithstanding the previous death or insanity of the principal or the revocation of the proxy or of the authority under which the proxy was executed, or the transfer of the shares in respect of  which the proxy is given.

 

Provided that no intimation in writing of such death, insanity, revocation or transfer shall have been received by the. Company at its office before the commencement of the. meeting or adjourned melting at which the proxy is used.

 

 

(1) Subject to provisions of Section 252 of the Companies Act, 1956, the Government may from time to time determine the number of Directors (including the Chairman and the Managing Director) of the Company which shall not be less than two and not more than twelve.

(2) The Directors shall not be required to hold any qualification shares.

3.(a) The Government shall appoint the Directors and shall have the power to remove them at any time in its discretion.

(b)  (i) All Directors with the exception of the non-official Chairman and the Managing Director will retire at the end of each of the Annual General Meeting. A retiring Director shall be eligible for re-appointment.

 (ii) The non-official Chairman shall hold the office for a period of two years from the date of his appointment.

 

(4) The Chairman, Managing Director and Directors shall receive such salary or honorarium or fee and/or such allowances as the Government may, subject to such conditions as It may deem fit to impose, determine and such emoluments shall also be subject to the due compliance of Section 314. and other applicable sections of the Companies Act. 1956 in this behalf.

(5) The Government shall have the right to fill any vacancy in the office of a Director caused by retirement, removal. resignation

or otherwise.

 

(6) The following shall be first Directors of the Company:

1. Shri B. S. Baswan

2. Shri P. G. Mankad

3. Shri A. D Mohile

 

(7) The office of a Director shall be vacated if :-

(a) He is found to be of unsound mind by a Court of competent jurisdiction;

(b) He applies to be adjudicated an insolvent;

(c) He is adjudged an insolvent;

(d) tie is convicted by a Court of any offence involving moral turpitude and is sentenced in respect thereof to imprisonment for not less than six months:

 

 

(e) He absents himself from three consecutive meetings of the Board of Directors or from all meetings of the Board for a continuous period of three months, whichever is longer, without obtaining leave of absence from the Board;

 

 

(f) He fails to disclose the nature of his concern or interest in any contract or arrangement, or proposed contract or arrangement, entered Into or to be entered into by or on behalf of the Company as required under Section 299 of  the Act;

 

(9) He becomes disqualified by an order of Court under section 203 of the Act;

 

 

(h) He is concerned or participated in the profits of any contract  with the Company, Provided', however, no Director shall vacate his office by reason of his becoming a member of  any company which has entered into contract with or done

any work for the Company of which he is Director, buta  Director shall not vote In respect of any such contract or

work and if he does so vote, his vote shall not be counted;

(i) He is removed in pursuance of Section 284 of the Act;

 

j) He fails to pay any call in respect of shares of the Company held by him, whether alone or jointly with others, with, in six  months from the last date fixed for the payment of the call (unless the Central Government has. by notification in the

Official Gazzette, removed the disqualification incurred by

such failure) ;

 

 

(k) Having been appointed a Director by virtue of his holding any office or other employment in the Company , he ceases

~ to hold such office or other employment in the Company.

Disqualifications referred to in sub clauses (C), (d) and (g)

above shall not take effect :-

 

 

(i) For thirty days from the date of adjudication, sentence

or order:

(ii) Where any appeal or petition is preferred within the thirty days aforesaid against the adjudication. sentence or conviction resulting in the sentence or

order, until the expiry of seven days from the date on which such appeal or petition is disposed of. or

(iii) Where within the seven days aforesaid, any further. appeal or petition is preferred in respect of the adjudication, sentence, conviction, or order and the appeal or petition it' allowed, would result in the Removal of the disqualification. until such further appeal or petition is disposed of

 

Alternate Director

(8) In place of a Director who is out of the State in which the meetings of the Board are ordinarily held or is about to go out of that State or who expects to be absent for not less than three months from the State in which meetings of the Directors are ordinarily held, the Board may, with the prior approval of the Government, appoint any person to be an Alternate Director during his absence of not less than three months from the State in which the meetings of  the Directors are ordinarily held, and such appointment shall have effect, and such appointee whilst he holds office as an Alternate Director shall be . entitled to notice of meetings of the Directors and shall ipso-facto vacate office if and when the original Directors returns to the said State or vacates office as a Director.

 

Powers of Managing

Directors.

 

(9) Subject to the provisions of Section 292 of the Act, the Board may from time to time entrust to and confer upon the Chairman,  Managing Director, Directors and Financial Adviser or Chief  Accounts Officer, for the time being such of the powers  exercisable under these Articles by the Board of Directors as it  may think fit and may confer such powers for such time and to be exercised for such objects and purpose and upon such terms and conditions and with such restrictions as it may think expedient, and it may confer such powers either collaterally with or to the  exclusion of and in substitution for all or any of the powers of the Directors in that behalf and may from time to time, revoke, withdraw, alter or vary all or any of such powers.

 

Appointment of Directors

as Chairman, Managing

Director and Executive

Director

(10) The Government may appoint one of the Directors to be the Chairman of the Board of Directors and another Director as Managing. Director and one or more Directors as Executive Directors and also constitute committees of one or more Directors, for such terms and, subject to the provisions of Section 314 of the Act, on such remuneration as it may determine from time to time and may remove him or them from office and appoint Another/others in his/or their places. subject to limitation contained in clauses 3 (a) and (b) above

 

Article 79 :

 

 

General powers of the

Company vested in the

Board

The business of the Company shall be managed by the Board who may exercise all such powers of the Company as are not, by the Companies Act 1956, or any statutory modification thereof for the time being in force or by these Articles, required to be exercised by the Company in general meetings, subject nevertheless to the provisions of these Articles, to the provisions of the said Act and the directives if  any, the Government may issue from time  to time and to such

Regulations being not inconsistent with the aforesaid provisions, as may be prescribed by the Company in general meeting but no regulation made by the Company in general meeting shall invalidate any prior act of the Directors which would have been valid if the regulation had not been made.

 

Article 80 :

 

 

Specific powers given to

the Board of Directors

Without prejudice to the general powers conferred by the last preceding

Article, and the other powers conferred by these Articles, the Board of Directors shall have the following powers:-

 

To acquire property

(1) To acquire property - To purchase, take on lease or otherwise acquire for the Company property, rights or privileges which the Company is authorized to acquire at such price, and generally

on such terms and conditions as the Board may think fit.

 

Work of capital nature

 

(2) Work of capital nature - To authorise the undertaking of works of a capita! nature and the acquisition of capital assets of an immovable nature which are related there to subject to the condition that all cases involving capital expenditure exceeding Rs. 20 lakhs shall be referred to the Government for approval before authorization.

 

To 'pay for property in

debentures etc.

(3) To pay for property in debentures, etc. - To pay for any property rights or privileges acquired by or services rendered to the Company either wholly or partially in cash or in shares, bonds, debentures or other securities of the Company and such shares may be issued either as fully paid up or with such amount credited as paid up thereon as may be agreed upon, and any such bond, debentures or other securities may be either specifically charged upon all or any part of the property of the Company and its uncalled capital or not so charged.

 

 

To secure contracts by

mortgage

 

(4) To secure contracts by mortgage- Subject to the provisions of Section 292 of the Act, to secure the fulfillment of any contracts or engagements entered into by the Company by mortgage or charge on all or any of the property of the Company and its uncalled capital for the time being or in such other manner as they may think fit.

 

To create posts and to

appoint officers etc.

(5) To create posts and to appoint officers, etc.- To create posts below the Board level irrespective of pay and to make appointments and at their discretion to censure, with hold increments or promotions, recover from pay the whole or part of pecuniary loss caused to the Company by negligence or breach of orders, to reduce to a lower grade or post or to a lower time scale or to a lower stage in the same scale, to remove from service which shall not be a disqualification for future employment or to suspend or to dismiss from service which shall ordinarily be a disqualification for future employment such secretaries,  officers, clerks, agents & servants for permanent, temporary or special services, as they may, from time to time think fit and to determine their power and duties and fix their salaries or emoluments, and to require security in such instances and of such amount as they think fit. Provided that no appointment of any person whether from the Government, public, state or private sector, who has attained the age of 55 years or has superannuated or has otherwise been prematurely retired, shall

be made except with the prior approval of the Government if his pay including pension and pensionary equivalent of retirement benefits exceed Rs. 2000/- per month. .

 

To appoint trustees

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

 

To bring and defend

action etc.

(7) To bring and defend action  .To institute, conduct, defend, compound, or abandon any legal proceedings by or against the Company or its officers or otherwise concerning the affairs of the Company and also to compound and allow time for payment or satisfaction of any claims or demands by or against the Company.

 

To refer to arbitration

(8) To refer to arbitration - To refer any claims or demands by or against the Company to arbitration and observe and perform the awards.

 

To give receipt

(9) To give receipt - To make and give receipts, releases/and other discharges for money payable to the Company, and for the claims and demands of the Company.

 

To authorise

acceptance etc.

(10) To authorise acceptance etc. - To determine who shall be entitled to sign on the Company's behalf bills, notes, receipts,

acceptance, endorsements, cheques, releases, contracts and documents.

 

To appoint attorneys

(11) To appoint attorneys - From time to time to provide for the management of the affairs of the Company in such manner as they think fit, and in particular to appoint any person to be attorneys or agents of the Company with such powers (including power to sub-delegate) and upon such terms as may be thought fit.

 

To invest money

(12) To invest money - Subject to the provisions of Section 292 of  the Act to invest in the Reserve Bank of India Securities or in such securities as may be approved by the Government and deal with .any of the money of the Company upon such  investments authorised by the Memorandum of Association of  the Company (not being shares in this Company) and in such manner as they think fit, and from time to time vary or realise such investment.

 

To give security by way

of indemnity

(13) To give security by way of indemnity - To execute in the name and on behalf of the Company in favour of any Director or other person who may incur or be about to incur any personal liability for the benefit of the Company such mortgages of the Company's property (present and future) as they think fit, and any such mortgage may contain a power of sale and such other powers, covenants and provisions as shall be agreed on.

 

To give percentage

(14) To give percentage -Subject to the approval of the Government to give to any person employed by the Company a commission on the profits of any particular business transaction, or a share in general profits and such payments shall be treated as part of  the working expenses of the Company.

To give bonus

(15) To give bonus -To give award or allow any bonus, pension,

gratuity or compensation to any employee of the Company or  his widow, children or dependents, that may appear to the Directors just or proper, whether such employee, his widow,  children or dependents have or have not a legal claim upon the  Company.

To make bye-laws

(16) To make bye-laws - From time to time, to make, vary and repeal bye-laws for the regulations of the business of the Company, its officers and servants.

To create Provident Fund (17) To create Provident Fund - Before declaring any dividend and subject to the approval of the Government to set aside such portion of profits of the Company as they may think fit, to form a fund to provide for such pension, gratuities or compensation or to create any provident or benefit fund in such manner as the director may deem fit.
To establish local Board (18) To establish Local Board - From time to time and at any time to establish any Local Board for managing any of the affairs of the Company in any specified locality in India, or out of India, and to appoint any persons to be members, of such Local Board and to fix their remuneration and from time to time and at any time to delegate to any person so appointed any of the powers, authorities and discretion for the time being vested in the Directors other than such of their powers which can not be delegated; and to authorise the members for the time being of any such Local Board or any of them to fill up any vacancies, to act not withstanding vacancies and any such  pointment or delegation may be made on such terms, and subject to such  condition as the Directors may think fit and the Directors may at any time remove any person so appointed and may annul or vary any such delegation.
To make contracts etc. (19) To make contracts - To enter into all such negotiations and contracts and rescind and vary all such contracts, and execute and do all such acts, deeds and things in the name and on behalf of the Company as they may consider expedient for or in relation to any of the matters aforesaid or otherwise for the purpose of the Company, and
To sub-delegate powers (20) To sub-delegate powers - Subject to Section 292 of the Act, to sub-delegate all or any of the powers, authorities and discretion for the time being vested in the subject however, to the ultimate control and authority being retained by them.
Article 81  
Functions & powers of the Chairman

(1) The Chairman appointed by the Government under Article 78(10) shall preside over - (a) Meetings of the Board of Directors.

(b) Meetings of the members of the Company, whether (Annual General Meetings or Extra-Ordinary General Meetings.)

The Chairman shall, with reasons to be recorded, reserve for the

(2) consideration of the Government such decisions as he consider to be in conflict with the policies of the Government, or appear to be against the interest of the Company or appear to exceed the mandate contained in the Memorandum and Articles of the Corporation.

(3) The Chairman may exercise such other powers Which, subject to the provisions of Section 197 A and 292 of the Act. are specifically delegated to him by the Government or the Board of  Directors .

 

Article 82 :

 

 

Registration

Expenses

The Board may pay all expenses incurred in getting up and registering

the Company.

 

Article 83 :

 

 

Use of official seal

abroad

The Company may exercise the powers conferred by Section 50 of the Act, with regard to having an official seal for use abroad, and such powers shall be vested in the Board.

 

Article 84 :

 

 

Drawing and accepting

negotiable instruments

All cheques, promissory notes, drafts, hundies. bills of exchange and other negotiable instruments, and all receipts for moneys 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 may from time to time by resolution determine.

 

Article 85 :

 

 

Acquittance

Register

Every Director present at any meeting of the Board or of a committee thereof shall sign his name in a book to be kept for that purpose.

 

PROCEEDINGS OF BOARD

 

 

Article 86 :

 

 

Board may regulate

its meetings

(1) The Board of Directors may meet for despatch of business, adjourn and otherwise regulate its meetings, as it thinks fit, in accordance with the provisions of Section 285 of the Act.

 

Secretary to summon

meetings

(2) A Director may, and the Secretary on the requisition of a Director shall, at any time, summon a meeting of the Board.

 

(3) The Directors may determine the quorum, necessary for the transaction of business. Until otherwise determined one-third of  the total strength of Directors (any fraction contained in that one- third being rounded. off as one) or two Directors whichever is higher shall be quorum.

 

 

Quorum competent to

exercise all powers

(4) A meeting of the Directors for the time being at which a quorum is present shall be competent to exercise all or any of the authorities, power and discretion by or under the Articles of the in or exercisable by the Company for the time being vested Directors generally.

 

(5) The Chairman shall reserve for the Decision of the Government  any proposals or decisions which in his opinion should be so reserved. .

 

(6) Without prejudice to the generality of the above provisions, the Chairman shall reserve for the decision of the Government :-

 

 

(I) Any programme  of capital expenditure exceeding Rs. 20 Lakhs.

(ii) Creation of reserve and special funds.

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

 (iv) Formation of a subsidiary company;

(v) Division of capital into different classes of shares; and

(vi) Winding up of the Company.

 

Article 87 :

 

 

Minutes book

The Director shall calise minutes to be made in books provided for the purpose. :-

(a) Of all appointments of officers made by the Directors or of any Committees of Directors;

(b) Of the names of the Directors present at each meeting of the Directors and of any Committee of the Directors;

(c) Of all resolutions and proceedings at all meetings of the Company  and of the Directors and of the Committees of Directors, and every Director present at any meeting, of Directors or Committee of Directors shall sign his name in a book to be kept for that purpose.

(d) In the case of each resolution passed at the meeting the names of the Directors, if any, dissenting from or not concurring in resolution.

 

Article 88 :

 

 

Decision by Majority

votes

(1) Save as otherwise expressly provided In the Act, questions arising at any meeting of the Board shall be decided by a majority of  votes

 

Casting vote of Chairman

(2) In case of an equality of votes, the Chairman of the Board shall have a second or casting vote

 

Article 89 :

 

 

Procedure in the

absence of Chairman

If the Chairman is not present within five minutes after the time appointed for holding the meeting, the Directors present may choose one of their member to be the Chairman of the meeting.

 

Article 90 :

 

 

Delegation to

Committees

(1) 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 it thinks fit.

 

Committee to conform to

regulations

(2) 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.

(3) The proceedings of such a Committee shall be placed before the Board of Directors at its next meeting.

 

 

Article 91 :

 

 

Election of Chairman of

the Committee

(1) A committee may elect a Chairman of its meetings.

(2) If no such Chairman is elected or if at any meeting the Chairman is not present within five minutes after the time appointed for  holding the meeting; the members present may choose one of

their member to be the Chairman of the meeting.

 

Article 92 :

 

 

Committee to regulate its meetings

 

Decision by majority vote

(1) A committee may meet and adjourn as it thinks proper.

 

(2) 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 Chairman shall have second or casting vote.

 

Article 93 :

 

 

Acts of Board or

Committee not

invalidated by want of

some formalities

All acts done by any meeting of the Board or of a committee thereof or  by any person acting as a Director, shall notwithstanding that it may  be after wards discovered that there was some defect in the appointment of anyone or more of such Directors or any person acting as aforesaid, or that they or any of them were disqualified, be as valid

as if every such Director m such person had been duly appointed and was qualified to be a Director.

 

Article 94 :

 

 

Resolution of Board or

Committee signed by

majority of members valid

Save as otherwise expressly provided in the Act, any resolution in writing signed by majority of the Board Members shall be held as valid and effectual as it would have been, if passed at a meeting of the Board of Directors or Committee, duly convened and held.

 

 

SECRETARY

 

 

Article 95 :

 

 

Appointment of

Secretary

A Secretary may be appointed by the Board for such time at such remmuneration and upon such conditions as it may think fit, and any Secretary so appointed may be removed by the Board. Such a Secretary must possess the qualifications, as prescribed by the Companies (Secretary's qualifications) Rules, .1975.

 

Article 96 :

 

 

 

A Provision of the Act or these Articles requiring or authorising a thing  to be done by or to a Director and the Manager or Secretary shall not be satisfied by its being done by or to the same person acting both as Director and as, or in place of the Manager or Secretary

 

THE SEAL

 

 

Article 97 :

 

 

Custody of the Seal

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

 

(2) The seal of the Company, shall not be affixed to any instrument  except by the authority of a resolution of the Board or of a Committee of the Board authorised by it in that behalf, and except in the presence of atleast one Director to be nominated by the Committee and the Secretary or such other persons as the Board may appoint for the purpose and that Director or Manager and the Secretary or such other person as aforesaid shall sign every instrument to which the seal of the Company is so affixed in their presence. The Share Certificate shall, however, be sealed and signed in accordance with the provisions of the Companies (Issue of Share Certificate) Rules, 1960.

 

DIVIDENDS AND RESERVE

 

 

Article 98 :

 

 

Declaration of Dividends

The Company in general meeting may declare dividends, but no dividend shall exceed the amount recommended by the Board.

 

Article 99 :

 

 

Interim dividends

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

 

 

Article 100 :

 

 

Creation of Reserve fund

out of Profits

 (1) Subject to the Provisions of Section 205 (2A) of the Act and Rules made there under and further subject to such directions as may from time to time, be issued by the Government in this behalf, the Directors may before recommending any dividend, set aside out of the profits of the Company such sums as they think proper as a reserve fund, to meet contingencies or for equalising dividends, or for special dividends or for repairing, improving and maintaining any of the property of the Company and for amortisation of capital and for such other purposes as the Directors shall in their absolute discretion think conducive to the interests of the Company, and may invest the several sums so set aside upon such investments, (other than shares of the Company) as they may think fit; from time to time deal with and vary such investments, and dispose of all or any part thereof for the benefit of the Company, and may divide the reserve funds into such special fund, as they think fit, and employ the reserve funds, or any part thereof in the business of the Company and that without being bound to keep the same separate from the other assets.

(2) The Board may also carry forward any profit which it may think prudent not to divide, without setting them aside as a reserve.

 

Article 101 :

 

 

Payment of dividends

(1 ) All dividends shell 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 amounts of the shares.

(2) No amount paid or credited as paid on a share in advance of  calls shall be treated for the purpose of this Article as paid on the share.

 

Article 102 :

 

 

Recoveries from

dividends

 

(1) The Board may deduct from any dividend payable to any member

all sums of money: if any, presently payable by him to the  Company on account of tails or otherwise in relation to the shares  of the Company.

 

Article 103 .

 

 

Payment of Dividends

from specific assets

(1) Any general meeting declaring a dividend or bonus may direct  payment of such dividend or bonus, wholly or partly by the distribution of specific assets and the Board shall give effect to the resolution of the meeting.

 

Issue of fractional

certificate and valuation

. of specific asset$

(2) Where any difficulty arises in regard to such distribution, the Board may settle the same as it thinks expediant and in particular may issue fractional certificates and fix a value for distribution of  such specific assets or any part thereof and may determine that  cash payment shall be made to any members upon the footing  of the value so fixed in order to adjust the fights of all parties, and may vest any such specific assets in trustees as may seem

expedient to the Board.

 

Article 104 :

 

 

Dividends. may be paid

by cheques or warrant

payable to order

(1) Any dividend, interest or other moneys payable in cash in respect of shares may be paid by cheques or warrant sent through the post directed to the registered address of the holder or in the case of joint holders, to the registered address of that one of the joint holders who is first named on the register of members, or to such person and to such address as the holder or joint holders may in writing direct.

(2) Every such cheques or warrants shall be made payable to the order of the person to whom it is sent.

 

Article 105 :

 

 

Effectual receipts by

joint holders

Anyone of two or more joint holders of a share may give effectual receipts for any dividends, bonus or order moneys payable In respect of such share.

 

Article 106 :

 

 

Notice of dividend to be

given

Notice of any dividend that may have been declared shall be given to the persons entitled to share therein in manner mentioned in the Act.

 

Article 107:

 

 

dividends to be paid only

out of profits

No dividend shall bear interest against the Company. No Dividend shall payable otherwise than out of the profits of the year or other period any other undistributed profits of the Company. The declaration of Directors as to the amount of the net profits of the Company shall conclusive.

 

Article 108 :

 

 

Any Set of dividend against

calls

Any general meeting declaring a dividend may make a call on the of such amount as the meeting fixes, but the call on each shall not exceed the dividend, payable to him, and the call be payable at the same time as the dividends, and the dividend if so arrange between the Company and the members be set off the call. The making of a call under this clause shall be deemed business of an Annual General Meeting which declares a dividend.

 

 

Article 109 :

 

 

 

Dividend subsequent to

transfer of share

A transfer of shares shall not pass the right to any dividend declared after transfer and before the registration of the transfer, and anything contained in these Articles, where any of transfer of shares has been delivered to the Company registration, and the transfer of such shares has not been registered the Company, the payment of dividends or allotment of bonus and shares on such shares, shall be made in accordance with of Section 206A of the Act. .

 

Article 110:

 

 

Retention of dividends on

transmission of share

The Directors may retain the dividends payable upon shares in respect of which any person becomes entitled to by way of transmission to become a member, of which any person by such transmission is entitled to transfer, until such person shall become a member in respect of such shares or shall duly transfer the same. .

 

Article 111 :

 

 

Investment of unclaimed

dividends

All dividends unclaimed and unpaid shall be dealt with in accordance with the provisions of Section 205 of the Act.

 

ACCOUNTS

 

 

Article 112 :

 

 

Inspection of account

books by members

(1) 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 account and books of the Company or any of  them, shall be open to the inspection of members not being Directors.

(2) 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 meetings.

 

Article 113 :

 

 

Annual account and

Balance Sheet

Subject to the provisions of Section 210 of the Act, the Directors shall, at some date, not later than 18 months after the incorporation of the Company and subsequently once at least in every calendar year lay before the Company in Annual General Meeting a Balance Sheet and Profit and Loss .Account, in the case of the first account since the incorporation of the Company and in any other case since the preceeding account made up to a date not earlier than the date of the meeting by more than six months.

 

Article 114 :

 

 

Annual report of Directors

The Directors shall in accordance with Section 217 of the Act make out and attach to every Balance Sheet a report with respect to the state of the Company's affairs, the amount, if any, which they recommended should be paid by way of dividend and the amount, if  any, which they propose to carry to the Reserve fund, General Rese'rve  or Revenue account shown specifically on the Balance Sheet or to a Reserve fund, General Reserve or Reserve account to be shown  specifically in a subsequent Balance Sheet The report shall be signed by the Chairman of the Board of Directors if authorised in that behalf  by the Directors and when he is not so authorised, shall be signed by such number of Directors as are required to sign the Balance Sheet and the Profit and Loss Account by virtue of Sub-section (1) and (2) of the Act.

 

Article 115:

 

 

Particulars of Profit and

Loss Account

Forms of Balance Sheet and Profit and Loss Account should be in accordance with the provisions of Section 211 of the Act. The Profit  and Loss Account shall in addition to the matters referred to in section 211 of the Act, be arranged to show under the most convenient heads the amount of gross income, distinguishing the several sources from which it has been derived, and the amount of gross expenditure, distinguishing the expenses of the establishment, salaries and other like matters, Every item of expenditure fairly chargeable against the year's income shall be brought into account so that a just balance of  profit or loss may be laid before the meeting, and in cases where any item of expenditure which may in fairness be distributed over several years has been incurred in anyone year, the whole amount of such item shall be stated, with the addition of the reasons why only a portion

of such expenditure is charged against the income of the year.

 

Article 116:

 

 

Balance sheet and other

documents to be sent to

the address of every

member

The Company shall send a copy of such Balance Sheet and Profit and Loss account together with a copy of the auditors' report to the registered address of every member of the Company in the manner in which notices are to be given hereunder at least twenty-one days before' the meeting at which it is to be laid before the members of the Company and shall deposit a copy at the Registered Office of the Company for inspection by the members of the Company during a period of at least twenty-one days before that meeting.

 

Article 117 :

 

 

Directors to comply with

sections 209 to 222 of

the Act

The Directors shall in all respects comply with the provisions of Section 209 to 222 of the Act, or any statutory modification thereof for the time being in force as may be applicable to the Company.

 

Article 118 :

 

 

Audit at least once in a

year

Once at least in ,every year the accounts of the Company shall be examined and the correctness of the Profit and Loss Account and Balance as Sheet ascertained by one or more auditors provided in the Act.

 

Article 119:

 

 

Appointment of Auditors

The Auditor or Auditors of the Company shall be appointed or  reappointed by the Central Government on the advice of the Comptroller and Auditor General of India and his/their rights and duties shall be regulated by Sections 224. to 233 read with Section 619 of the Act.

 

Article 120 :

 

 

Notice .to auditors to

attend general meeting

The auditors of the Company shall be entitled to receive a notice of  and to attend any general meeting of the Company at which any accounts which have been examined or reported on by them are to be

laid before the Company and may make any statement or explanation they desire with respect to the accounts.

 

Article 121 :

 

 

Powers of the

Comptroller and

Auditor General

The Comptroller and Auditor General of India shall have power:- .

(1) To direct the manner in which the Company's accounts shall be audited by the auditor/auditors appointed in pursuance of Article  119 hereof and to give to such auditor/auditors instructions in regard to any matter relating to the performance of his/their  functions as such. .

(2) To conduct a supplementary or test audit of the Company's accounts by or through such person or persons as he may

authorise in this behalf; and for the purpose of such audit to have access at all reasonable times, to all accounts, Account books, Vouchers, Documents, and other papers of the Company and to require information or additional information to be furnished to any person or persons so authorised, on such matters, by such

person or persons and in such form, as the Comptroller and Auditor General may by general or special order, direct.

 

Article 122 :

 

 

Comment on audit report

by the Comptroller and

Auditor General'

The auditor/auditors aforesaid shall submit a copy of his/their audit report to the Comptroller and Auditor General of India who shall have the right to comment upon or supplement the audit report in such manner as he may think fit. Any such comments upon or supplement to the audit report shall be placed-before the Annual General Meeting of the Company at the time. and in the same manner as the audit report

 

Article 123 :

 

 

Audited accounts to be

conclusive

Every account of the Company, when audited' and approved by an Annual General Meeting shall be conclusive

 

CAPITALISATION OF PROFITS

 

 

Article 124 :

 

 

Powers to company in

General Meeting for

capitalisation of profits or

credit to profit and loss

accounts or distribution

(1) The Company in general meeting may upon the recommendation of the Board, resolve:-

(a) That it is desirable to capitalise any part of the amount for the time being standing to the credit of the Company's reserve account, 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 (2) amongst the members

who would have been entitled thereto, if distributed by way of dividend and in the same proportions.

 

Application of sum

available for distribution

(2) The sum aforesaid shall not be paid in cash but shall be applied, subject to the provisions contained in clause (3) either in or towards :-

(i) Paying up any amounts for the time being unpaid on any

shares held by such members respectively;

(ii) Paying up in full, unissued shares or debentures of the Company to be alloted and distributed, credited as fully paid upon, to and amongst such members in the

proportions aforesaid, or

(iii) Partly in the way specified in sub-clause (i) and partly in that specified in sub-clause (ii),

 

Application of shares

premium account and

capital redemption

reserve

(3) A share premium account and a capital redemption reserve fund may, for the purpose of this Article, only be applied in the paying up of unissued shares to be issued to members of the Company as fully paid bonus shares.

 

The Board to give effect

to company's resolution

(4) The Board shall give effect to the resolution passed by the Company in pursuance of this Article.

 

Article 125:

 

 

Procedure for giving

effect to Company's

resolution

(1) Whenever a resolution under Article 124 shall have been passed, the Board shall :-

(a) Make all appropriations and applications of the undivided

profits resolved to be capitalised thereby, and allotments and issues of fully paid shares or debentures, if any, and

(b) Generally do all acts and things required to give effect thereto

 

 

(2) The Board shall hav~ full powers :-

 

 (a) To make such provisions, by issue of fractional certificates or by payment in cash or otherwise as it thinks fit, for the case of shares or debentures becoming distributable in fractions; and also

(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 or debentures

to which they may be entitled upon such capitalisation, or (as the case may required) for the payment by the Company on their behalf, by the application thereto of their respective proportions of the profits resolved to be capitalised, of the amounts or any part of the amounts remaining unpaid on their existing shares.

 

Agreeme11t binding on all

members

(3) Any agreement made under such authority shall be effective and binding on all such members.

 

Article 126 :

 

 

Distribution of assets

(1) 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.

(2) 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.

(3) The liquidator may, with the like sanction, vest the whole or any part of such assets in trustees upon such trust for the benefit of  the contributors as the liquidator, with the like sanction, shall think fit but so that no member shall be compelled to accept any shares or other securities whereon there is analyzability

 

GENERAL

 

 

Article 127 :

 

 

The rights of the

Government to issue

directives

Notwithstanding anything contained in any of these Articles the Government may, from time to time issue such directives or instructions as may be considered necessary in regard to the finance, conduct of business and affairs of the Company. The Company shall give immediate effect to the directives or instructions so issued.

 

INDEMNITY

 

 

Article 128:

 

 

Director and others night to indemnity

Subject to the provisions of the Act , every Director and other officer or servant of the Company shall be indemnified by the Company against and it shall be the duty of the Directors to payout of the funds of the Company all costs, losses, damages and expenses which any such officer or servant may incur or become liable to by reason of any contract  entered into or act or thing done by him as such Director, or other officer or servant or in any way in the discharge of his duties including travelling expenses, and in particular and so as riot to limit the generality of the foregoing provisions against all liabilities incurred by him as such Director, or other officer, or servant in defending any proceedings whether civil or criminal in which judgement is given in his favour or in which he is acquitted or in connection with any application under Section 633 of the Act in which relief is granted to him by the Court

 

Article 129 :

 

 

No vicarious

responsibility

Subject to the provisions of the Act, no Director, or other officer of the Company shall be liable for the acts, receipts, neglects or defaults of any other Director or officer or for joining in any receipt or other act for conformity or for any loss or expense happening, to the Company through the insufficiency or deficiency of title to any property acquired by order of the Directors for or on behalf of the Company or for the insufficiency or deficiency of any security in or upon which any of the moneys of the Company shall be invested or for any loss or damage arising from the pankruptcy, insolvency or tortuous act of any person with whom any moneys, securities or effects shall be deposited or for any loss occasioned by any error of judgement or oversight on his part

or for any other loss, damage or misfortune whatever which shall happen in the execution of the duties of his office or in relation thereto unless the same happen through his own negligence, default, breach of trust.

 

Article 130 :

 

 

Notice how given to

members

(1) A notice may be given by the Company to any member either personally or by sending it by post to him to his registered address or if he has no registered address, to the address if any supplied by him to the Company for the giving of notice to him.

(2) Where a notice is sent by post, service of the notice shall be deemed to be effected by properly addressing, pre-paying and posting a letter containing the notice and, unless the contrary is proved, to have been effected at the time at which the letter would  be delivered in the ordinary course of post.

 

Article 131 :

 

 

Registered share-holders

to notify address

A holder of registered shares, who has no registered place of address, may from time to time, notify in writing to the Company an address, which shall be deemed his registered place of address, within the meaning of Article 130.

 

Article 132 :

 

 

Notice by advertisement

If a member has no registered address and has not-supplied to the Company an address for giving of notices to him, a notice addressed to him and advertised in newspaper circulating in the neighbourhood of the Registered Office of the Company, shall be deemed to be duly

given to him on the day on which the advertisement appears.

 

Article 133 :

 

 

Notice to Joint hol

A notice may be given by the Company to the joint holders of a share by giving the notice to the joint holder named first in the register in respect of the share.

 

Article 134 :

 

 

Notice to legal

representative

A notice may be given by the Company to the persons entitled to a share in consequence of the death or insolvency of a member by sending it through the post in a pre-paid letter addressed to them by name or by the title of representative of the deceased, or assignee of the insolvent or by any like description, at the address (if any) supplied for the purpose by the persons claiming to be so entitled or (until) such

an address has been so supplied by giving notice in any manner in which the same might have been given if the death or insovency had not occured.

 

Article 135 :

 

 

Notice of

General Meeting

 

 

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Notice of every general meeting shall be given in the same manner as hereinbefore authorised to (a) every member of the Company except those members who having no registered address have not supplied to the Company an address for the giving of notice to them, and also,

(b) every person entitled to a share in consequence of the death or insolvency of a member who, but for his death or insolvency would be entitled to receive notice of the meeting provided the Company has due notice.

 

Article 136 :

 

 

Transferee bound by

notice to transfer

Every person who by operation of law, transfer or other means whatsoever, shall become entitled to any share shall be bound by every notice in respect of such share which previously to his name and

address and title to the share being notified to and registered by the Company, shall be duly given to the person from whom he derives title to such share.

 

Article 137 :

 

 

Notice how signed

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

 

Article 138 :

 

 

Secrecy clause

No member shall be entitled to require discovery of or any information respecting any detail of the Company's trading or any matter which may be in the nature of trade secret, mystery of trade or secret process which may relate to the conduct of the business of the Company and which in the opinion of the Directors it will be inexpedient in the interest of the Company to communicate to the public.

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

 

S.No.

Name, address,

description &

occupation of

subscriber

Number of

Equity shares

taken by each

subscriber

Signature

of

subscriber

Name, address,

description &

occupation of

witness & his

signature

For and on behalf of Governor of M. P.

1

Shri B. S. Baswan

Industries Commissioner,

Govt. of Madhya Pradesh

Vindhyachal Building,

BHOPAL

5

(Five)

Sd/-

Witness to

Signature

from 1 to 3.

For and on behalf of MPAVN Ltd.

2

Shri P. G. Mankad

Managing Director,

M. P. Audyogik Vikas Nigam Ltd.,

BHOPAL

1

(One)

Sd/-

Sd/-

Ashok Kumar

Shrivastava

S/o Shri J. S.

Shrivastava

E-4/367, Arera

Colony, Bhopal

Junior Assistant

MPAVN Ltd.

For and on behalf of Governor of M. P.

3

Shri A. D. Mohile

Dy. Secretary,

Govt. of Madhya Pradesh

Commerce and Industry Deptt.,

Vallabh Bhavan,

BHOPAL

5

(Five)

 

Sd/-

 

 

Total

11 (Eleven)

 

 

Dated : 18th Nov. 1983

Place: Bhopal

 

 

 

 

 

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