M.P. State Electronics Development Corporation Ltd.
A Government of MP Undertaking
Regd. Office: State IT Centre, 47-A, Arera Hills,Bhopal- 462011
CIN : U74210MP1983SGC002298

Organization

Articles of Association

  sss    
   

 
       
   

 
       
   

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