Friday, December 18, 2009

Article of Association

The Companies Act, 1956
Company Limited By Shares
ARTICLES of Association
1. In theses presents unless there be something in the subject or context inconsistent there
“The Act” or “The said Act” means The Companies Act, 1956, or any statutory modification or re-enactment thereof for the time being in force.
“The Company” or “This Company” means _____________________________PRIVATE LIMITED.
“The Board” means the “Board of Directors” and :Board Meeting” means a meeting of the Directors duly called and constituted or as the case may be the Directors assembled at a Board or the requisite number of Directors entitled to pass a circular resolution in accordance with these Articles.
“The Directors” means the Directors for the time being of the company.
Person includes a Corporation.
“Month” shall mean calendar month.
“Proxy” includes an attorney duly constituted under a power of Attorney.
“Paid up” shall include credited as paid up.
“In writing” or “Written” includes words printed. lithographed, represented or reproduced in any mode in a visible form.
Words importing the singular number also include the plural number and vice versa.
2. Unless the context otherwise requires, words or expression contained in these articles shall bear the meaning as in the Act or any statutory modifications there of in force.


3. The Regulation contained in Table A in Schedule I to the Companies Act 1956 or any statutory modification or re-enactment there of for the time being in force (hereinafter referred to as “Table A”) shall apply to this Company in so far as they are applicable to a private company save and in so far as they are expressly or impliedly excluded or varied by the following Articles.


4. Regulations 3(1),21,40,41,42,43,64,66,76,81 and 84 of Table A shall not apply to the Company.


5. The Company is a Private Limited Company and accordingly:
(a) The right to transfer the shares of the Company shall be restricted in the manner and to the extent here in after appearing.
(b) The number of members of the Company shall be limited to 50 not including:
(i) Persons who are in the employment of the company and
(ii) Persons who having been formerly in employment of the Company, were members of the Company while in that employment and have continued to be members after the employment ceased.
Provided that where two or more persons hold one or more shares in a company jointly they shall, for the purpose of these definitions be treated as a single member.
(c) No invitation shall be issued to the public to subscribe for any shares in or debentures of Company.
(d) Prohibits any invitation or acceptance of the deposits from person other than its members, Directors or their relatives.

6. If two or more persons are registered as joint holders of any shares any of such persons may give effectual receipts for any dividend or any moneys payable in respect of such shares.

7. The Authorised Share Capital of the Company is Rs. 31,00,00,000 (Rupees Thirty One Corers Only) divided in to 30,00,000 (Thirty Lakhs) Equity Shares of Rs. 10/- each and 2,80,00,000 (Two Crores Eighty Lakhs ) 0 % Convertible Preference Shares of Rs. 10/- each. (substituted vide Special Resolution passed at extra ordinary general meeting held on 16th October, 2009)

8. Where the company issues any shares as Preference shares unless the terms of issue provide otherwise the rights of the holders in respect of the said preference shares shall be as follows :-
(a) A right to receive on winding-up or any reduction of capital the amount for the time being paid-up thereon in priority to the equity shares in the Company;
(b) The preference shares shall not confer any voting right on the holders there of under any circumstances whatsoever;
(c ) The right of members to transfer their shares shall be restricted to the manner and to the extent provided in these Articles.
(substituted vide Special Resolution passed at extra ordinary general meeting held on 16th October, 2009)
9. The Company shall be entitled to register any share in the name of any minor person if fully paid and allow the dividend there of to be collected by the guardian recognized by the Company as the guardian of such minor share-holder such guardian shall exercise all the rights in respect of such shares including the right of voting and transfer.
10. Subject to any direction to the contrary that may be given by the meeting that authorised the issue of the new shares all new shares authorised to be issued shall be first offered to the members holding equity shares in proportion to the exiting equity shares held by them and such offer shall be made by notice specifying the number of shares to which the member is entitled and limiting time within which the offer if not accepted will be deemed to be declined and after expiration of such time or on the receipt of an intimation from the member to whom such notice is given that he declines to accept the shares offered the Directors may allot or otherwise dispose of the same to such persons and upon such terms as they may think fit.

11. The shares shall be under the control of the Directors who may allot or otherwise dispose of the same to such persons on such terms and conditions and at such time as the Directors may think fit, subject always to the Articles here in contained.
12. Proviso to clause 13(1) of Table A shall be omitted.
13 A share may be transferred by a member or other person entitled to transfer to any member selected by the transferor but no share shall be transferred to a person who is not a member so long as any member or any person selected by the Board of Directors as one whom it is desirable in the interest of the Company to admit to membership is willing to purchase the same at a fair value.
14. Expect where the transfer is made pursuant to Articles 25 here of the person proposing to transfer any shares shall give notice in writing to the company that he desires to transfer the same. Such notice shall constitute the Directors as his agents for the sale of the shares to any member or person selected as aforesaid at a fair value to be agreed upon between the transferor and the purchaser. The notice may include several shares and in such case operate as if it were a separate notice in respect of each share and the notice shall not be revocable except with the sanction of the Directors.

15. In case of any difference arising between the transferor and the purchaser as to the fair value of the Equity shares the fair value shall be the fair value determined by the company’s Auditors and the same shall be binding on the transferor and purchaser.
16. If the company within the space of twenty-eight days after being served with the transfer notice finds the purchasing member or selects a person as stated in Articles 13 and gives notice there of to the proposed transferor he shall be bound upon payment of the fair value fixed as aforesaid to transfer the shares to the purchaser.
17. If in case the proposing transferor after having become bound as aforesaid makes default in transferring the shares the Directors may receive the purchase money and shall thereupon cause the name of the purchaser to be entered in a Register as holder of the shares and shall hold the purchase money in trust for the transferor or the Directors may appoint any person to execute transfer of the said shares on behalf of the defaulting vendor.
The receipt of the Directors for the purchase money shall be a good discharge to the purchaser and after his name has been entered in Register of Members in purported exercise of the aforesaid power the validity of the transfer shall not be questioned any
18. If the Directors shall not within the time prescribed as aforesaid after being served with the transfer notice find a purchasing member or select a person as aforesaid willing to purchase the shares or any of them and gives notices in manner aforesaid the transferor shall at any time within 60 days after the expiry of such period be at liberty subject to Articles 9 to sell and transfer the shares to any person and at any price.

19. Every share specified in the notice given pursuant to Article 14 here of shall be offered to members in such order as shall be determined by the Directors and in such manner as the Directors think fit If no member is ready and willing to take up such shares the same may be offered to any person selected by the Directors as one to whom it is desirable in the interest of the company to admit to its membership.
20. The Directors may at their absolute and uncontrolled discretion refuse to register any transfer of shares and shall not be bound to give any reason for such refusal and in particular may so decline in respect of and upon which the Company has a lien and this Article shall apply not with standing that the proposed transferee may be already a member The Directors shall give notice of refusal within two months of the receipt of the application to the parties concerned. PROVIDED HOWEVER that the Directors shall not be entitled to refuse a transfer of shares made pursuant to Article 25 here of.
21. The instrument of transfer shall be in writing in the prescribed form and executed by and on behalf of the transferor and the transferee and shall be duly attested. It shall after registration be retained by the company and shall remain in its custody. All instrument of transfer which the Directors may decline to register shall on demand be returned to person depositing the same. The Directors may cause to be destroyed all transfer deeds lying with the Company after such period as they may determine.

To be the holder of the share when deemed
22. The transferor shall be deemed to remain the holder of such share until the name of the transferee is entered in the register of members in respect there of.
23. On the death of any joint holders the survivor or survivors of them shall be only person or persons recognized by the Company as having any title to the shares but the Directors may require such evidence of death as they may deem fit and nothing herein contained shall be deemed to release the estate of the joint holder from any liability on shares held by him jointly with any other person.
Shares of deceased Members
24. The executors or administrators of deceased member (not being one of the several joint holder) shall be the only person recognized by the Company as having any title to his shares and the Company shall not be bound to recognize such executors or administrators unless he shall have obtained probate or letters of administrators or other legal representation as the case may be from a duly constituted court in India. Provided Nevertheless that in such case it shall be lawful for the Directors to dispense with the production of probate or letters of administration or such other legal representation upon such letters as to indemnity or other wise as the Directors may deem fit.
Right in transmission
25. Any person becoming entitled to a share in consequence of the death lunacy or insolvency of a member may upon such evidence being produced as may from time to time be required by the Directors and subject as here in after provided give notice under Article 14 for a transfer of the shares which the deceased lunatic or insolvent member could have made. All the limitations restrictions and provisions of this regulations relating to the right of transfer and the registration to transfer of share shall be applicable to any such notice as if the death lunacy or insolvency of the member had not occurred and the notice of transfer was signed by that member.
26. A Person becoming entitled to a share by reason of the death lunacy or insolvency of the holder shall be entitled to the same dividends and other advantages to which he would be entitled if he were the registered holder of the share except that he shall not before being registered as a member in respect of the share be entitled to exercise any right conferred by the membership in relation to any meeting of the Company PROVIDED that the Directors may at any time give notice requiring such person to elect either to be registered himself or to transfer the share and if the notice is complied with within 30 (thirty) days the Directors may there after withhold payment of all dividends bonuses of other moneys payable in respect of the shares until requirements of the notice have been complied with.
No transfer to insolvent etc.
27. No share shall in any circumstances be transferred to any minor insolvent or a person of unsound mind.
Loss of instrument of transfer

28. Where it is provided to the satisfaction of the Directors that an instrument of transfer signed by the transferor and the transferee has been lost the Company may if the Directors think fit on an application in writing made by the transferee and bearing a stamp required on an instrument of transfer register the transfer on such terms and conditions as the Directors may think fit.

Fee on transfer or transmission
29. A fee not exceeding rupee one for transfer be charged in respect of the transfer or transmission to the same party. The Directors may dispense with payments of fee in respect of any transfer or transmission of shares.
30. The company shall keep a book to be called a register of transfers and there in it shall be fairly and distinctly entered the particulars of every transfer or transmission of shares.
31. The Company shall incur no liability or responsibility whatsoever in consequence of its registering or giving effect to any transfer of shares made or purporting to be made be any apparent legal owner there of to the prejudice of persons having or claiming any equitable right title or interest to or in the said shares notwithstanding that the company may have a notice of such equitable right title or interest or notice prohibiting registrations of such transfer and may have entered such notice referred there in any book of Company and the company shall not be bound or required to regard or attend or give effect to any notice which may be given to them of any equitable right, title or interest or be under any liability whatsoever for refusing neglecting so to do thought it may have been entered or referred to in some book of company but the company shall nevertheless be as liberty to record and attend any such notice and give effect thereto if the Directors so deem fit.
Notice of change of name of member
32. No member who shall change his name shall be entitled to recover any dividend or to vote or exercise any other right, until the notice of the change of the name be given to the company in order that the same may be registered.
Provision to apply to debentures
33. The Provisions of these articles relating to transfer and transmitions of shares shall mutatis mutandis apply to the transfer or transmission of any debentures of the company.
General Meeting
34. (a) The Provisions of Section 171 to 186 of the Act shall not apply in respect of the General Meeting (including extra ordinary General Meetings) of the Company.
(b) A General Meeting (including extra-ordinary General Meeting) of the company may be conveyed by giving not less than three days notice in writing.
Quorum of Meeting
35. (i) Two members personally present shall be the quorum for a meeting of the Company.
(ii) If within half an hour from the time appointed for holding a meeting of the company a quorum is not present the meeting if called upon the requisition of members shall stand dissolved.
(iii) In any other case, the meeting shall stand adjourned to the next day at the same time and place or to such other day at time and place or the Board may determine.
(iv) If at the adjourned meeting also a quorum is not present within half an hour from the time appointed for holding meeting the members present shall be the quorum.


36. Any member of the Company entitled to attend and vote at a meeting of the company shall be entitled to appoint another person who is a member as his proxy to attend and vote instead of himself on a show of hands as well as on poll.

Chairman of the General Meeting
37. The Chairman (if any) of the Board of Directors shall preside as Chairman at every General Meeting, whether Annual of Extra Ordinary of the Company. If there be no such Chairman or if at any meeting he shall not be present within 10 minutes of the time appointed for holding such meeting or if present shall decline to take the Chair then any Director nominated by the Chairman for that purpose shall be the Chairman of such meeting.
Voting by members
38. At any general meeting a resolution put to the vote of the meeting shall unless a poll is demanded be decided on a show of hands
39. A declaration by the chairman that on a show of hands a resolution has or has not been carried or has or has not been carried either unanimously or by a particular majority and an entry to that effect in the books containing the minutes of the proceedings of the Company shall be conclusive evidence of the fact without proof of the number or proportion of the votes cast in favour of or against such resolution.
40. (1) Before or on the declaration of the result of the voting on any resolution on a show of hands a poll may be ordered to be taken by the chairman of the meeting on his own motion and shall be ordered to be taken by him on a demand made in that behalf by the persons or person specified below that is to say:-
(a) by one member having the right to vote on the resolution and presents in person or by proxy if not more than seven such members are personally present and by two such members present in person or by proxy if more than seven such members are personally present voting power in respect of the resolution.
(b) by any member or members present in person or by proxy and having not less than one-tenth of the total voting power in respect of the resolution or
(2) The demand for a poll may be withdrawn at any time by the person or persons who made the demand.
41. (1) A Poll demanded on a question relating to appointment of chairman or question of adjournment shall be taken forthwith.
(2) A poll demanded on any other question shall be taken at such time not being later than forty-eight hours from the time when the demand was made as the chairman may direct.
42. No member shall exercise any voting right in respect of any shares registered in his name on which any calls or other sums presently payable by him have not been paid, or in regard to which the Company has and has exercised any right of lien.
43. On a poll taken at a meeting of the Company a member entitled to more than one vote or his proxy or other person entitled to vote for him as the case may be need not if he votes use all his votes or cast in the same way all the votes he uses.
44. (1) Where a poll is to be taken the chairman of the meeting shall appoint two scrutineers to scrutinise the votes given on the poll and to report thereon to him.
(2) The chairman shall have power at any time before the result of the poll is declared to remove scrutineers from office and to fill vacancies in the office of scrutineers arising from such removal or from any other cause.
(3) Of the two scrutineers appointed under this section one shall always be a member not being an officer or employee of the company) present at the meeting provided such a member is available and willing to be appointed.
45. (1) Subject to the provisions of the Act, the chairman of the meeting shall have power to regulate the manner in which poll shall be taken.
(2) The result of the poll shall be deemed to be the decision of the meeting on the resolution on which the poll was taken.
46. Unless and until the Company in General Meeting shall otherwise determine the number of Directors shall not be less than two or more than twelve including an Debenture Director or alternate Director.
47. A Director need not hold any share qualification of the Company in his own name and right to be a Director of the Company.
first directors
48. The first Directors of the Company shall be:
49. The aforesaid first Directors shall hold office during their respectives and shall be entitled to nominate their respective successors who shall in turn be and led to nominate their respective successors and so on. Such nomination shall be made by a writing addressed to the Company. Any such Director may any time before the nomination becomes effective cancel revoke alter modify or otherwise change such nomination such cancellation revocation alteration modification or change such also be made by writing addressed to the Company. In the event of any of the first Directors or the Successors dying or not being entitled to be or in fact not acting as a Director of the company for any reason whatsoever the person named by the first Director or as the case may be any successor shall ipso facto become the Director of the Company in his or her place and stead as effectively as if the said successor had been appointed the Director of the Company
50. The Directors of the Company shall not retire at any Annual General Meeting
51. The Directors (including Managing and whole time Directors shall be entitled to receive such remuneration including fee for attending meeting of the Board as the Board may from time to time decide.
52. If any Director being willing shall be called upon to perform extra service or to make any special exertion in going or residing out of Bombay or otherwise for any of the purpose of the Company, the Company remunerate the Director so doing either by a fixed sum or by a percentage of profits or otherwise as may be determined by the Director and such remuneration may be either in addition to or in substitution for his or their in the remuneration above period.

53. The Board may allow and pay to any Director who is not bonafide resident of Bombay and who shall come to Bombay for the purpose of attending a meeting such sum as the Board may consider fair compensation or for traveling boarding lodging and other expenses in addition to his fee for attending such meeting as above specified and if any Director including Debenture Director goes out of Bombay for the business of the company, he shall be entitled to be paid and reimbursed any traveling and lodging and boarding expenses or other expenses incurred in connection with the business of the Company.
54. If and when debenture of the Company shall be issued the holders thereof shall have the right to appoint a Director in accordance with the provision of the trust deed securing the said debentures. The Director appointed under this Article is herein referred to as the “Debenture Director” and the term Debenture Director means the Director for the time being in office under this article.
55. The Board of Directors may appoint an alternate Director to act for a Director (hereinafter referred to as Original Director) during his absence for period of not less than three months from the State in which the meeting of the Board is ordinarily held. Such alternate Director shall vacate office if and when the original Director returns to the State in which the meeting of the Board is ordinarily held. If the term of office of the original Director is determined before he so returns to the State provision for the automatic reappointment of retiring Director in default of another shall apply to the original and not to the alternate Director.
56. The Company shall, Subject to the provisions of the act be entitled to agree with any government financial Institution person firm or corporation that he or it shall have the right to appoint his or its nominee on the Board of Directors of the Company upon such terms and conditions as the Company may deem fit Such nominee and their successors in office appointed under this article shall be called ‘Special Directors’ of the Company.
57. The Special Directors appointed under the last preceding article shall be entitled to hold office until requested by the Government, financial institution person firm or corporation who may have appointed them and will not be bound to retire by rotation or hold qualification shares. As and whenever a Special Director vacates office whether upon request as aforesaid or by death resignation or otherwise the Government financial institution the person firm or corporation who appointed such Special Director may appoint another Director in his place. Every nomination appointment or removal of a special Director or other notification under this clause shall be in writing and shall be in the case of Government be under the hand of a secretary to such Government and in the case of financial institution under the hand of an Officer duly authorised in that behalf and in the case of a Company under the hand of a Directors of such company duly authorised in that behalf by a resolution of the Board of Directors. Subject as aforesaid a Special Directors shall be entitled to the same rights and privileges and be subject to the same obligations as any other Directors of the Company.

58. The Directors may from time to time elect from among their number a Chairman of the Board and determine the period for which he is to hold office. If at any meeting of the Board the chairman is not present within fifteen minutes after the time appointed for holding the same Directors present may choose one of their members to be the chairman of the meeting.

59. Subject to section 292 of the Companies Act 1956 the Directors from time to time and at any time may delegate to any Managing Director General Manager, Manager Attorney or Agent any of the powers authorities and discretions for the time being vested in the Directors and any such appointment or delegation may be made on such terms and subject to such conditions as the Directors may think fit and the Directors may at any time remove any person so appointed and may annual or vary any such delegation but no person dealing in good faith and without notice such annulment or variation shall be affected thereby.
60. A resolution passed by circular without a meeting of the board or committee of the Board shall be valid and effectual as if it had been passed at a meeting of the Board of Directors or a Committee thereof called and constituted A draft of the proposed Resolution together with necessary papers if any shall have to circulated to all the Directors or to all the Directors or to all the members of the Committee their in India and to all other Directors or members of the committee at their usual address in India and must be approved by a majority of such of them as are entitled to vote on the resolution.
61. Subject to the provisions of the Act and other Articles the Board shall have power to appoint from time to time one or more of their body as Managing Director or Managing Directors of the Company either for a fixed term or without any limitation as to the period for which he or they or are to hold such office and appoint another or other in his or their place or places. Subject to section 292 of the Act the Board may by a resolution vest any such Managing Director or Managing Director or managing Directors with such of the powers vested in the Board generally as it thinks fit and such powers may be made exercisable for such condition and subject to such restriction it may determine. The remuneration of Managing Director or Managing Directors so appointed shall be such as is determined by the Board and may be paid by way of monthly payment or at a specified percentage of the net profits or partly by one way and partly by the other subject to the provisions of the Act.
62. A Managing Director shall not while he continues to hold that office be subject to retirement by rotation but he shall be subject to the same provisions as to resignation etc. as the other Directors of the Company and if he ceases to hold the office of a Director he shall ipso facto and immediately cease to be a Managing Director.
63. Until otherwise hereafter determined by the Directors, the General Management of the business and affairs of the company, subject to the control and direction of the Directors shall be in the hands of the Managing Director or Managing Directors of the Company who shall subject to such control and direction have power to make all purchases and sales and to enter into all contracts and to do all other acts and things which are usual necessary or desirable or expedient in the management of the affairs of the Company or in carrying out its objects and to commence, institute conduct defend compromise refer to arbitration and abandon legal and other proceeding claims and disputes in which the Company is concerned and to appoint and employ discharge or re-employ or replace in or for the purpose of the transactions and the management of the affairs and business of the company or otherwise for the purpose thereof and from time to time remove or suspend Managers Accountants Agent Solicitors Pleaders Counsel Advocates Clerks and other servants and employee as he or they shall think proper with such powers and duties and upon such terms as to duration of employment remuneration or otherwise as he or they shall think fit.
64. The Directors may from time to time at their discretion raise borrow or secure payments of any sum or sums of moneys for the purpose of the Company. Payment of repayment of such moneys may be raised or secured in such manner and upon such terms and conditions in all respect as they think fit and particular by the issue of Bonds perpetual or redeemable Debentures or Debentures Stock or mortgage charged upon the whole or any part of the property or undertaking of the Company (both present and future including its uncalled capital) for the time being.
65. The following clause shall be substituted for Clause 84 of Table ‘A’. The Directors shall procure a Seal to be made for the Company and shall provide for the safe custody there of. The seal shall not be affixed to any instrument except in the presence of at least one Director who shall sign every instrument to which the Seal is so affixed in his presence.
66. Subject to the provision of Section 201 of the every person (whether an Officer of the Company or not) employed by Company and auditor shall be indemnified out of the funds of the Company against all liability incurred by him as such Director, Manager, Managing Director Officer or Auditor in a suit in which judgment 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.
67. Subject to the provisions of Section 201 of the Companies Act, no Director Auditor 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 expenses happening to the Company through inefficiency 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 bankruptcy or insolvency or tortuous act of any person which whom any moneys securities or effects shall be deposited or for any loss occasioned by any error of judgment omission default or oversight on his part or for any other loss damage or misfortune whatever which shall happen in relation to the execution of the duties of the office or in relation thereto unless the same happens through his own dishonesty.
68. No member shall be entitled or require disclosure of any information respecting any details of the company’s trading or any matter in the nature of trade secret mystery of trade or secret process which may relate to the conduct of the Company and which in the opinion of the Directors it may not be expedient in the interest of the members of the Company to be communicated to the public.

We the several persons, whose names, address and occupations are hereunder subscribed below, are desirous of being formed into a company in pursuance of these Articles of Association and we respectively agree to take the number of shares in the capital of the Company set opposite to our respective name:

Names, address, description and occupation of each subscriber
Number of Equity shares taken by each subscriber
Signature of Subscriber
Signature of witness and his name, address, description

Mumbai: Dated: 12th Day of May 1989

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