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EXHIBIT 3.1
ARTICLES OF ASSOCIATION
THE COMPANIES ACT, 1956
COMPANY LIMITED BY SHARES
ARTICLES OF ASSOCIATION
OF
INFOSYS TECHNOLOGIES LIMITED
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CONSTITUTION
TABLE A NOT TO APPLY BUT COMPANY TO BE GOVERNED BY THESE ARTICLES
1. No regulations contained in Table A, in the first Schedule to the Companies
Act, 1956 shall apply to this Company, but the regulations for the
management of this Company and for the observance of the members thereof
and their representatives, shall, subject to any exercise of the statutory
powers of the Company with reference to the repeal or alteration of, or
addition to, its regulations by Special Resolution, as prescribed by the
Companies Act, 1956, be such as are contained in these Articles.
INTERPRETATION
INTERPRETATION CLAUSE
2. 1) In the Interpretation of these Articles, unless repugnant to the
subject or context:-
"THE ACT" AND THE SAID ACT"
"The Act" or the said Act" and reference to any section or provision
thereof respectively means and includes the Companies Act, 1956 (1 of
1956) and any statutory modification or re-enactment thereof for the
time being in force and reference to the section or provisions of the
said Act or such statutory modification.
"AUDITORS"
"Auditors" means and includes those persons appointed as such for the
time being by the Company.
"BOARD"
"Board" or "Board of Directors means a meeting of the Directors duly
called and constituted, or as the case may be, the Directors assembled
at the Board or the Directors of the Company collectively.
"CAPITAL"
"Capital" means the share capital for the time being raised or
authorised to be raised for the purpose of the Company.
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"THE COMPANY" OR "THIS COMPANY"
"The Company" or "This Company" means INFOSYS TECHNOLOGIES LIMITED.
"DIRECTORS"
"Directors" means the Directors for the time being of the Company or
as the case may be the Directors assembled at a Board.
"DIVIDEND"
"Dividend" includes bonus.
"GENDERS"
Words importing the masculine gender also include the feminine gender.
"IN WRITING"
"In writing" and "written" include printing or lithography or any
other modes of representing or reproducing words in visible form.
"MONTH"
"Month" means calendar month.
"OFFICE"
"Office" means the Registered Office for the time being of the
Company.
"PAID UP"
"Paid up" includes credited as paid-up.
"PERSONS"
"Persons" includes corporations as well as individuals.
"THE REGISTRAR"
"The Registrar" means the Registrar of Companies of the State in which
the office of the Company if for the time being situate.
"SEAL"
"Seal" means the common seal for the time being of the Company.
"SINGULAR NUMBER"
Words importing the singular number include where the context admits
or requires, the plural number and vice versa.
"YEAR" AND "FINANCIAL YEAR"
"Year" means the calendar year and "Financial Year" shall have the
meaning assigned thereto by Section 2(17) of the Act.
"THESE PRESENTS"
"These Presents" means these articles as modified from time to time.
2) Unless the context otherwise requires words and expressions contained in
the Articles shall bear the same meaning as in the Act.
3) The marginal notes used in these Articles shall not affect the construction
hereof. Save as aforesaid, any words or expressions defined in the Act,
shall, if not inconsistent with the subject or context, bear the same
meaning in these Articles.
a) That at the end of the existing Article 2(1) the following sub-clauses
shall be inserted namely:
"Beneficial owner" shall mean beneficial owner as defined in Clause
(a) of sub-Section (1) of Section 2 of the Depositories Act, 1996.
Depositories Act, 1996 shall include any statutory modification or re-
enactment thereof and Depository shall mean a Depository as defined
under Clause (e) of sub-section (1) of Section 2 of the Depositories
Act, 1996.
RESOLUTION PASSED AT THE EXTRAORDINARY GENERAL MEETING HELD ON
JANUARY 6, 1998
b) That the following new definition be added at the end of Article 2(1)
"Shareholder" or "Member" means the duly registered holder of the
shares from time to time and includes the subscribers to the
Memorandum of Association of the company and the beneficial owner(s)
as defined in clause (a) of sub-section(1) of Section 2 of the
Depositories Act, 1996.
RESOLUTION PASSED AT THE EXTRAORDINARY GENERAL MEETING HELD ON
JANUARY 6, 1998
CAPITAL AND INCREASE AND REDUCTION OF CAPITAL
3). "The Authorized Share Capital of the company is Rs. 50,00,00,000 (Rupees
fifty crores only) divided into 10,00,00,000 (ten crores only) Equity
Shares of Rs. 5 each (Rupees five only) with powers to increase or reduce
the same in accordance with the provisions of the Companies Act, 1956".
RESOLUTION PASSED AT THE EXTRAORDINARY GENERAL MEETING HELD ON DECEMBER 29,
1999
"The company shall be entitled to dematerialize its existing shares,
rematerialize its shares held in the Depositories and/or to offer its fresh
shares in a dematerialized form pursuant to the Depositories Act, 1996 and
the rules framed thereunder, if any".
RESOLUTION PASSED AT THE EXTRAORDINARY GENERAL MEETING HELD ON JANUARY 6,
1998
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INCREASE OF CAPITAL OF THE COMPANY AND HOW CARRIED INTO EFFECT
4. The Company in General Meeting, may from time to time, increase its capital
by the creation of new shares, such increase to be of such aggregate amount
and to be divided into shares of such amounts as the resolution shall
prescribe. Subject to the provisions of the act, any shares of the original
or increased capital shall be issued upon such terms and conditions and
with such rights and privileges annexed thereto, as the General Meeting
resolving upon the creation thereof shall prescribe and if no direction be
given, as the Directors shall determine and in particular, such shares may
be issued with a preferential or qualified right to dividends, and in the
distribution of assets of the Company and with a right of voting at General
Meetings of the Company, in conformity with Sections 87 and 88 of the Act.
Whenever the capital of the Company has been increased under the provisions
of these Articles, the Directors shall comply with the provisions of
Section 97 of the Act.
ALLOTMENT OTHERWISE THAN FOR CASH
5. Subject to the provisions of the Act and these Articles, the Directors may
allot and issue shares in the capital of the Company as payment or part-
payment for any property or assets of any kind whatsoever, sold or to be
sold or transferred or to be transferred or for goods or machinery supplied
or to be supplied or for services rendered or to be rendered or for
technical assistance or know-how made or to be made available to the
Company or the conduct of its business and shares which may be so allotted
may be issued as fully or partly paid-up otherwise than in cash and if so
issued, shall be deemed to be fully or partly paid as the case may be.
ADDITIONAL CAPITAL TO FORM PART OF EXISTING CAPITAL
6. Except so far as otherwise provided by the conditions of issue or by these
presents, any capital raised by the creation of new shares, shall be
considered as part of the existing capital, and shall be subject to the
provisions herein contained, with reference to the payment of calls and
installments, forfeiture, lien, surrender, transfer and transmission,
voting and otherwise.
REDEEMABLE PREFERENCE SHARES
7. Subject to the provisions of Section 80 of the Act, the Company shall have
the power to issue Preferential Shares which are or at the option of the
Company are to be liable to be redeemed and the resolution authorising such
issue shall prescribe the manner, terms and conditions of redemption.
REDUCTION OF CAPITAL
8. The Company may (subject to the provisions of Sections 78, 80, 100 to 105
inclusive, of the Act) from time to time by Special Resolution, reduce its
capital and any Capital Redemption Reserve Account or Share Premium Account
in any manner for the time being authorised by law, and in particular,
capital may be paid off on the footing that it may be called up again or
otherwise. This Article is not to derogate from any power the Company would
have if it were omitted.
VARIATION OF RIGHTS
9. If at any time the share capital is divided into different classes of
shares, all or any of the rights and privileges attached to the shares of
any class may subject to the provisions of Sections 106 and 107 be varied,
commuted, affected, dealt with or abrogated with the consent in writing of
the holders of not less than three-fourths of the issued shares of that
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class or with the sanction of a Special Resolution at a separate meeting of
the holders of the issued shares of that class.
ISSUE OF FURTHER PARI PASSU SHARES NOT TO AFFECT THE RIGHT OF SHARES
ALREADY ISSUED
10. The rights conferred upon the holders of the shares of any class issued
with preferred or any other rights shall not, unless, otherwise expressly
provided by the terms of issue of that class, be deemed to be varied by the
creation or issue of further shares ranking pari passu therewith.
SUB-DIVISION AND CONSOLIDATION OF SHARES
11. Subject to the provisions of Section 94 of the Act, the Company in General
Meeting may from time to time, sub-divide or consolidate its shares, or any
of them, and the resolution whereby any share is sub-divided, may determine
that, as between the holders of the shares resulting from such sub-division
one or more of such shares shall have some preference or special advantage
as regards dividend, capital or otherwise over or as compared with the
other or others. Subject as aforesaid the Company in General Meeting may
also cancel shares which have not been taken or agreed to be taken by any
person and diminish the amount of its share capital by the amount of shares
so cancelled. The cancellation of shares in pursuance of this Article shall
not be deemed to be a reduction of the share capital.
11A. The Directors are hereby authorised to issue Equity Shares or Debentures
(whether or not convertible into equity shares) for offer and allotment to
such of the officers, employees and workers of the Company as the Directors
may select or the trustees of such trust as may be set up for the benefit
of the officers; employees and workers in accordance with the terms and
conditions of such scheme, plan or proposal as the Directors may formulate.
Subject to the consent of the Stock Exchanges and of the Securities
Exchange Board of India, the Directors may impose the condition that the
shares in or debentures of the Company so allotted shall not be
transferable for a specified period.
SHARES AND CERTIFICATES
SHARES TO BE NUMBERED PROGRESSIVELY AND NO SHARES TO BE SUB-DIVIDED
12. The shares in the capital shall be numbered progressively according to
their several denominations and except in the manner hereinbefore mentioned
no share shall be sub-divided. Every forfeited or surrendered share shall
continue to bear the number by which the same was originally distinguished.
SHARES AT THE DISPOSAL OF THE DIRECTORS
13. Subject to the provisions of these Articles and the Act, the shares in the
capital of the Company for the time being (including any shares forming
part of any increased capital of the Company) shall be under the control of
the Directors who may issue, allot or otherwise dispose of the same or any
one of them to such persons in such proportion and on such terms and
conditions and either at a premium or at par or (subject to compliance with
the provisions of the Act) at a discount and at such times as they may from
time to time think fit and proper and with the sanction of the Company in
General Meeting to give to any person the option to call for or allotted
shares of any class of the Company either at par or at premium or subject
as aforesaid at a discount during such time and for such consideration and
such option being exercisable at such times as the Directors think fit; and
any shares which may be so allotted may be issued as fully paid-up shares
and if so issued shall be deemed to be fully paid-up shares. The Board
shall cause to be filed the returns as to allotment provided for in Section
75 of the Act. Provided that the option or right to call of
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shares shall not be given to any person except With the sanction of the
company in the General Meeting.
ACCEPTANCE OF SHARES
14. Any application signed by, or on behalf of, an applicant for shares in the
Company followed by an allotment of any shares therein, shall be an
acceptance of shares within the meaning of these Articles; and every person
who thus or otherwise accepts any shares and whose name is entered in its
Register of Members shall, for the purpose of these Articles, be a member
of the Company.
DEPOSIT AND CALL, ETC. TO BE A DEBT PAYABLE IMMEDIATELY
15. The money (if any) which the Directors shall, on the allotment of any
shares being made by them, require or direct to be paid by way of deposits,
call or otherwise, in respect of any shares allotted by them, shall,
immediately on the inscription of the name of the allottee in the Register
of Members as the holder of such shares, become a debt due to and
recoverable by the Company from the allottee thereof and shall be paid by
him accordingly.
LIABILITY OF MEMBERS
16. Every member, or his heirs, executors, administrators or other
representatives, shall pay to the Company the portion of the capital
represented by his share or shares, which may, for the time being, remain
unpaid thereon, in such amounts, at such time or times, and in such manner
as the Directors shall, from time to time, in accordance with the Company's
Regulations require or fix for the payment thereof.
SHARE CERTIFICATE
17 a) The share certificates shall be issued in market lots and where
share certificates are issued in either more or less than market lots,
sub- division or consolidation of share certificates into market lots
shall be done free of charge.
b) Any two or more joint allottees of a share shall, for the purposes of
this Article, be treated as a single Member, and the certificate of
any share which may be the subject of joint ownership, may be
delivered to any one of such joint owners on behalf of all of them.
For any further certificate the Board shall be entitled but shall not
be bound, to prescribe a charge not exceeding Rupee One. The Company
shall comply with the provisions of Section 113 of the Act.
c) A Directors may sign a share certificate by affixing his signature
thereon by means of any machine, equipment or other mechanical means,
such as engraving in metal or lithography, but not by means of a
rubber stamp, provided that the Director shall be responsible for the
safe custody of such machine, equipment or other material used for the
purpose.
RENEWAL OF SHARE CERTIFICATE
18. a) No fee shall be charged for issue of new share certificates in
replacement of those which are old, decrepit, worn-out or where the
cages on the reverse of the share certificates for recording transfers
have been fully utilised.
b) When a new share certificate has been issued in pursuance of Clause
(a) of this Article, it shall state on the face of it and against the
stub or counterfoil to the effect
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that it is "Issued in lieu of Share Certificate No______
sub-divided/replaced/on consolidation of shares.
If a share certificate is lost or destroyed, a new certificate in lieu
thereof shall be issued only with the prior consent of the Board and
on payment of such fee, not exceeding Rupees two as the Board may from
time to time fix, and on such terms, if any, as to evidence and
indemnity as to payment of such out-of-pocket expenses incurred by the
Company in investigating evidence, as the Board thinks fit.
When a new share certificate has been issued in pursuance of Clause
(c) of this Article, it shall state on the face of it and against the
stub or counterfoil to the effect that it is "a duplicate issued in
lieu of share certificate No_________". The word "duplicate" shall be
stamped or punched in bold letters across the face of the share
certificate.
Where a new share certificate has been issued in pursuance of Clause
(a) or Clause (c) of this Article, particulars of every such share
certificate shall be entered in a Register of Renewed and Duplicate
Certificates indicating against the name or names of the person or
persons to whom the Certificate is issued the number and date of issue
of the share certificate in lieu of which the new certificate is
issued, and the necessary changes indicated in Register of Members by
suitable cross reference in the "Remarks" column.
All blank forms to be used for issue of share certificates shall be
printed and the printing shall be done only on the authority or a
resolution of the Board. The blank forms shall be consecutively
machine numbered and the forms and blocks, engravings, facsimiles and
hues relating to the printing of such forms shall be kept in the
custody of the Secretary or such other person as the Board may appoint
for the purposes; and the Secretary or the other person aforesaid
shall be responsible for rendering an account of these forms to the
Board.
The Managing Director of the Company for the time being or, if the
Company has no Managing Director, every Director of the Company shall
be responsible for the maintenance, preservation and safe custody of
all books an documents relating to the issue of share certificates
except the blank forms of share certificates referred to in sub-clause
(f).
h) All books referred to in sub-clause (9) shall be preserved in good
order permanently.
18(i) "The Shares in the Capital shall be numbered progressively according to
their several denominations, provided however, that the provisions
relating to progressive numbering shall not apply to the shares of the
company which are dematerialized or may be dematerialized in future or
issued in future in dematerialized form. Except in the manner hereinbefore
mentioned, no share shall be sub-divided. Every forfeited or surrendered
share held in material form shall continue to bear the number by which the
same was originally distinguished"
RESOLUTION PASSED AT THE EXTRAORDINARY GENERAL MEETING HELD ON JANUARY 6,
1998
DELIVERY OF SHARE/DEBENTURE CERTIFICATES
19. The Company shall within three months after the allotment of any of its
shares or debentures or debenture-stock and within one month after the
application for the registration of the transfer of any such shares or
debentures or debenture-stock, complete and have ready for delivery the
certificates of all shares, debentures or debenture stock allotted or
transferred unless the conditions of issue of shares or debentures or
debenture-stock otherwise provided. The expression "transfer" for the
purpose of this Article means, a transfer duly stamped and otherwise valid
and does not include any transfer which the Company is for any reason
entitled to refuse to register and does not register.
LIABILITY OF JOINT HOLDERS
20. If any share stands out in the names of two or more persons all the joint
holders of the share shall be severally as well as jointly liable for the
payment of all deposits, installments, and calls due in respect of such
shares, and for all incidents thereof according to the Company's
Regulations, but the person first named in the Register shall, as regards
receipt of dividend or bonus or service of notice, and all or any other
matters connected with the Company, except
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voting at meetings and the transfer of the shares, and any other matter by
the said Act or herein otherwise provided, be deemed the sole holder
thereof.
REGISTERED HOLDER ONLY THE OWNER OF THE SHARES
21. Except as ordered by a Court of competent jurisdiction or by law required,
the company shall be entitled to treat the person whose name appears on the
Register of Members as the holder of any share or whose name appears as the
beneficial owner of shares in the records of the Depository, as the
absolute owner thereof and accordingly shall not be bound to recognize any
benami, trust or equity or equitable, contingent or other claim to or
interest in such share on the part of any other person whether or not he
shall have express or implied notice thereof. The Board shall be entitled
at their discretion to register any shares in the joint names of any two or
more persons or the survivor or survivors of them.
RESOLUTION PASSED AT THE EXTRAORDINARY GENERAL MEETING HELD ON JANUARY 6,
1998
SHARE CERTIFICATE FOR JOINT MEMBERS
22. The Company shall not be bound to register more than three persons as the
joint holders of any share except in the case of executors or trustees of a
deceased member and in respect of a share 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 any one of the several joint
holders shall be sufficient delivery to all such holders.
FRACTIONAL CERTIFICATES
23. The Company may issue such fractional coupons as the Board may approve in
respect of any of the shares of the Company on such terms as the Board
thinks fit as to the period within which the fractional coupons are to be
converted into share certificates.
UNDERWRITING AND BROKERAGE - COMMISSION MAY BE PAID
24. Subject to the provisions of Section 76 of the Act, the Company may at any
time pay a commission to any person, in consideration of his subscribing or
agreeing to subscribe (whether absolutely or conditionally) for any shares
or debentures of the Company, or procuring, or agreeing to procure
subscriptions (whether absolute or conditional) for any shares or
debentures in the Company; But so that the commission shall not exceed in
case of shares five percent of the price at which the shares are issued and
in case of debentures two and a half percent of the price at which the
debentures are issued.
BROKERAGE
25. The Company may pay a reasonable sum for brokerage.
INTEREST OUT OF CAPITAL - INTEREST MAY BE PAID OUT OF CAPITAL
26. Where any shares are issued for purpose of raising money to defray the
expenses of the construction of any works or buildings or the provision of
any land, which cannot be made profitable for a lengthy period. the Company
may pay interest on so much of that share capital as is for the time being
paid up for the period, at the rate and subject to the conditions and
restrictions provided by Section 208 of the Act and may charge the same to
capital as part of the cost of construction of the works or buildings or
provision of plant.
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CALLS
DIRECTORS MAY MAKE CALLS
27. The Board may from time to time, subject to the terms on which any shares
may have been issued and subject to the conditions of allotment, by a
resolution passed at a meeting of the Board (and not by circular
resolution) make such calls as it thinks fit upon the Members in respect of
al! monies unpaid on the shares held by them respectively and each member
shall pay the amount of every call so made on him to the person or persons
and at the time and place appointed by the Board. A call may be made
payable by instalments.
NOTICE OF CALLS
28. Thirty days notice in writing of any call shall be given by the Company
specifying the time and place of payment, and the person or persons to whom
such calls shall be made.
CALLS TO DATE FROM RESOLUTION
29. A call shall be deemed to have been made at the time when the resolution
authorising such call was passed at a meeting of the Board.
CALL MAY BE REVOKED
30. A call may be revoked or postponed at the discretion of the Board.
LIABILITY OF JOINT HOLDERS
31. A joint-holder of a share shall be jointly and severally liable to pay all
calls in respect thereof.
DIRECTORS MAY EXTEND TIME
32. The Board may, from time to time at its discretion, extend the time fixed
for payment of any call, and may extend such time as to all or any of the
members who from residence at a distance or other cause, the Board may deem
fairly entitled to such extension save as a matter of grace and favour.
OVERDUE CALLS TO CARRY INTEREST
33. If any member fails to pay any call due from him on the day appointed for
payment thereof, or any such extension thereof as aforesaid, he shall be
liable to pay interest on the same from the day appointed for the payment
thereof to the time of actual payment at such rate as shall from time to
time be fixed by the Board but nothing in this Article shall render it
obligatory for the Board to demand or recover any interest from any such
member and the Board shall be at liberty to waive payment of such interest
either wholly or in part.
SUMS DEEMED TO BE CALLS
34. Any sum, which by the terms of issue of a share become payable on allotment
or at any fixed date, whether on account of the nominal value of the share
or by way of premium shall for the purposes of these Articles be deemed to
be a call duly made and payable on the date on which by the terms of issue
of the same becomes payable, and in the case of non-payment all the
relevant provisions of theses Articles as to payment of interest and
expenses, forfeiture or otherwise shall apply as if such sum had become
payable by virtue of a call duly made and notified.
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PART PAYMENT ON ACCOUNT OF CALL ETC. NOT TO PRECLUDE FORFEITURE
35. Neither a judgement nor a decree in favour of the company for calls or
other moneys due in respect of any shares nor any part payment or
satisfaction thereunder nor the receipt by the company of a portion of any
money which shall from time to time be due from any member to the company
in respect of his shares, either by way of principal or interest, nor any
indulgence granted by the Company in respect of payment of any such money,
shall preclude the company from thereafter.
PROOF ON TRIAL OR SUIT FOR MONEY ON SHARES
36. On the trial or hearing of any action or suit brought by the Company
against any member or his legal representative to recover any moneys
claimed to be due to the company for any call or other sum in respect of
his shares, it shall be sufficient to prove
a) that the name of the Member, in respect of whose shares the money is
ought to be recovered, appears entered in the Register of Members as
the holder Or one of the holders, at or subsequent to the date at
which the money sought to be recovered is alleged to have become due,
on the said shares;
b) that the resolution making the call is duly recorded in the minutes
books, and
c) that notice of such call was duly given to the Member or his legal
representatives issued in pursuance of these Articles; and that it
shall not be necessary to prove the appointment of the Directors who
made such call, nor that a quorum of Directors was present at the
Board at which such call was made, nor that the meeting at which such
call was made was duly convened or constituted nor any other matter
whatsoever, but the proof of the matters aforesaid shall be conclusive
evidence of the debt and the same shall be recovered by the company
against the Member or his representative from whom it is ought to be
recovered, unless it shall be proved, on behalf of such Member or his
representatives against the company that the name of such Member was
improperly inserted in the Register or that the money sought to be
recovered has actually been paid.
PAYMENT OF UNPAID SHARE CAPITAL IN ADVANCE
37. a) The Board may if it thinks fit, subject to the provisions of the Act,
agree to and receive from any Member willing to advance the same,
either in money or moneys worth the whole or any part of the amount
remaining unpaid on the shares held by him beyond the sum actually
called up and upon the moneys so paid or satisfied in advance, or so
much thereof, as from time to time and at any time thereafter exceeds
the amount of the calls then made upon and due in respect of the
shares on account of which such advances have been made, the Board may
pay or allow interest at such rate as the Member paying such advance
and the Board agree upon; provided always that if at any time after
the payment of any such money the rate of interest so agreed to be
paid to any such Member appears to the Board to be excessive, it shall
be lawful for the Board from time to time to repay to such Member so
much of such money as shall then exceed the amount of the calls made
upon such shares, unless there be an express agreement to the
contrary; and after such repayment such member shall be liable to pay,
and such shares shall be charged with the payment of all future calls
as if no such advance had been made; provided also that if at any time
after the payment of any money so paid in advance, the company shall
go into liquidation, either voluntary or otherwise, before the full
amount of the money so advanced shall have become due by the members
to the Company, on instalments or calls, or in any other manner, the
maker of such advance shall be entitled (as between himself and the
other Members) to receive back from the Company the full
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balance of such moneys rightly due to him by the Company in priority
to any payment to members on account of capital.
b) No Member paying any such sum in advance shall be entitled to any
voting rights, dividend or right to participate in profits in respect
of money so advanced by him until the same would but for such payment
become presently payable.
FORFEITURE AND SURRENDER OF AND LIEN ON SHARES
IF MONEY PAYABLE ON SHARE NOT PAID NOTICE TO BE GIVEN TO MEMBERS
38. If any Member fails to pay any call or instalment of call on or before the
day appointed for the payment of the same or any such extension thereof as
aforesaid, the Board may, at any time thereafter, during such time as the
call or instalment remains unpaid, give notice to him requiring him to pay
the same together with any interest that may have accrued and all expenses
that may have been incurred by the Company by reason of such non-payment.
TERMS OF NOTICE
39. The notice shall name a day (not being earlier than the expiry of fourteen
days from the date of service of notice) and a place or places on and at
which such call or instalment and such interest thereon at such rate as the
Directors shall determine from the day on which such call or instalment
ought to have been paid and expenses as aforesaid are to be paid. The
notice shall also state that, in the event of the non-payment at or before
the time and the place appointed, the share in respect of which the call
was made or instalment is payable will be liable to be forfeited:
IN DEFAULT OF PAYMENT, SHARES MAY BE FORFEITED
40. If the requirements of any such notice as aforesaid are not complied with,
every or any share in respect of which such notice has been given, may at
any time thereafter, but before payment of all calls or instalments,
interest and expenses due in respect thereof, be forfeited by a resolution
of the Board to that effect. Such forfeiture shall include all dividends
and bonuses declared in respect of the forfeited shares and not actually
paid before the forfeiture.
NOTICE OF FORFEITURE
41. When any share shall have been so forfeited, notice of the forfeiture shall
be given to the Member in whose name it stood immediately prior to the
forfeiture or to any of his legal representatives, or to any of the persons
entitled to the shares by transmission and an entry of the forfeiture, with
the date thereof, shall forthwith be made in the Register of Members but no
forfeiture, shall be in any manner invalidated by any omission or neglect
to give such notice or to make such entry as aforesaid.
FORFEITED SHARES TO BECOME PROPERTY OF THE COMPANY AND MAY BE SOLD, ETC.
42. Any share so forfeited shall be deemed to be the property of the Company
and may be sold, re-allotted or otherwise disposed of, either to the
original holder thereof or to any other person, upon such terms and in such
manner as the Board shall think fit.
MEMBERS STILL LIABLE TO PAY MONEY DUE NOTWITHSTANDING THE FORFEITURE
43. Any member whose shares have been forfeited shall, notwithstanding the
forfeiture, be liable to pay, and shall forthwith pay to the Company on
demand all calls, amounts, instalments,
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interest and expenses owing upon or in respect of such shares at the time
of the forfeiture, together with interest thereon from the time of the
forfeiture until payment, at such rate as the Board may determine and the
Board may enforce the payment thereof if it thinks fit.
EFFECT OF FORFEITURE
44. The forfeiture of a share shall involve extinction, at the time of the
forfeiture, of all interest in and of all claims and demands against the
Company, in respect of the share, and all other rights incidental to the
share, except only such of those rights as by these Articles are
expressly saved.
SURRENDER OF SHARES
45. The Directors may subject to the provisions of the Act, accept a
surrender of any shares from or by any Member desirous of surrendering
them on such terms as they think fit.
EVIDENCE OF FORFEITURE
46. A declaration in writing that the declarant is a Director or Secretary of
the Company and that a share in the Company has been duly forfeited in
accordance with these Articles on the 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.
COMPANY'S LIEN ON SHARES
47. The Company shall have a first and paramount lien upon all the shares,
not being fully paid-up shares, registered in the name of each Member
(whether solely or jointly with another or others), and upon the proceeds
of sale thereof, for all moneys (whether presently payable or not) called
or payable at a fixed time in respect of such shares and no equitable
interest in any share shall be created except upon the footing and
condition that Article 21 hereof is to have full effect. Any such lien
shall extend to all dividends from time to time declared in respect of
such shares. Unless otherwise agreed, the registration of a transfer of
shares shall operate as a waiver of the Company's lien if any on such
shares. The Board of Directors may at any time declare any shares to be
exempt, wholly or partially from the provisions of this Article.
LIEN ENFORCED BY SALE
48. For the purpose of enforcing such lien, the Directors may sell the shares
subject thereto in such manner as they think fit and for that purpose may
cause to be issued a duplicate certificate in respect of such shares and
may authorise one of their member or some other person to execute a
transfer thereof on behalf of and in the name of such member. No such
sale shall be made until such time as the moneys in respect of which such
lien exists or some part thereof is presently payable or the liability in
respect of which such lien exists is liable to be presently fulfilled or
discharged and until notice in writing of the intention to sell shall
have been served on such Member, or his heirs, executors, administrators,
or other representatives or upon the persons (if any) entitled by
transmission to the shares or any one or more of such heirs, executors,
administrators, representatives or persons, and default shall have been
made by him or them in payment, fulfilment or discharge of such debts,
liabilities or engagements for fourteen days after such notice.
APPLICATION OF SALE PROCEEDS
49. The net proceeds of any such sale after payment of the costs of such sale
shall be applied in or towards the satisfaction of such debts,
liabilities or engagements and the residue (if any)
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paid to such Member, or any of his heirs, executors, administrators,
representatives or assigns or any of the persons (if any) entitled by
transmission to the shares sold.
VALIDITY OF SALE UNDER ARTICLES
50. Upon any sale after forfeiture or for enforcing a lien in purported
exercise of the powers hereinbefore given, the Board may appoint some
person to execute an instrument of transfer of the shares sold and cause
the purchaser's name to be entered in the Register in respect of the
Shares sold and the purchaser shall not be bound to see to the regularity
of the proceedings, or to the application of the purchase money and after
his name has been entered in the Register in respect of such shares, the
validity of the sale shall not be impeached by any person and the remedy
of any person aggrieved by the sale shall be in damages only in and
against the Company exclusively.
CANCELLATION OF SHARE CERTIFICATE IN RESPECT OF FORFEITED SHARES
51. Upon any sale, re-allotment or other disposal under the provisions of the
preceding Articles, the certificate or certificates originally issued in
respect of the relative shares shall (unless the same shall on demand by
the Company have been previously surrendered to it by the defaulting
Member) stand cancelled and become null and void and of no effect, and
the Directors shall be entitled to issue a new certificate or
certificates in respect of the said shares to the person or persons
entitled thereto.
POWER TO ANNUL FORFEITURE
52. The Board may at any time before any share so forfeited shall have been
sold, re-allotted or otherwise disposed of, annul the forfeiture thereof
upon such conditions as it thinks fit.
TRANSFER AND TRANSMISSION OF SHARES
REGISTER OF TRANSFERS
53. "The company shall keep a Register of Transfers and shall have recorded
therein fairly and distinctly particulars of every transfer or
transmission of any share held in material form".
RESOLUTION PASSED AT THE EXTRAORDINARY GENERAL MEETING HELD ON JANUARY 6,
1998 FORM OF TRANSFER
54. Shares in the Company shall be transferred by an instrument in writing in
such form as prescribed under Section 108 of the Companies Act, 1956, or
under rules made thereunder from time to time.
TO BE EXECUTED BY TRANSFEROR AND TRANSFEREE
55. The instrument of transfer duly stamped and executed by the transferor
and the transferee shall be delivered to the Company in accordance with
the provisions of the Act. The instrument of transfer shall be
accompanied by such evidence as the Board may require to prove the title
of the transferor and his right to transfer the shares and every
registered instrument of transfer shall remain in the custody of the
Company until destroyed by an order of the Board. The transferor shall be
deemed to be the holder of such shares until the name of the transferee
shall have been entered in the Register of Members in respect thereof.
Before the registration of a transfer, the certificate or certificates of
the shares must be delivered to the Company.
55A "In the case of transfer or transmission of shares or other marketable
Securities where the company has not issued any certificates and where
such shares or Securities are being held in any electronic and fungible
form in a Depository, the provisions of the Depositories Act 1996 shall
apply"
RESOLUTION PASSED AT THE EXTRAORDINARY GENERAL MEETING HELD ON JANUARY 6,
1998
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DIRECTORS MAY REFUSE TO REGISTER TRANSFERS
56. Subject to the provisions of Section 111 of the Act, the Board, may at
its own absolute and uncontrolled discretion, and without assigning any
reason, decline to register or acknowledge any transfer of shares whether
fully paid or not, (notwithstanding that the proposed transferee be
already a Member), but in such cases it shall, within one month from the
date on which the instrument of transfer was lodged with the Company,
send to the transferee and the transferor notice of refusal to register
such transfer. Provided that registration of a transfer shall not be
refused on the ground that the transferor being either alone or jointly
with any other person or persons indebted to the Company on any account
whatsoever except on shares.
REFUSAL TO REGISTER TRANSFER
57. In particular and without prejudice to the generality of the above
powers, the Board may subject to the provisions of Section 111 of the
Companies Act, 1956 decline to register in exceptional circumstances when
it is felt that the transferee is not a desirable person from the larger
point of view of the interest of the Company as a whole subject to the
provisions of the clause (c) of subsection (4) of Section 22A of the
Securities Contract (Regulation) Act.
SUB-DIVISION/CONSOLIDATION IN MARKETABLE LOTS ONLY
58. Transfer of shares in whatever lot should not be refused, though there
would be no objection to the company refusing to split a share
certificate into several scrips of any small denominations or to consider
a proposal for transfer of shares comprised in a share certificate to
several parties, involving such splitting, if on the face of it such
splitting/transfer appears to be unreasonable or without a genuine need.
The Company should not, therefore, refuse transfer of shares in violation
of the Stock Exchange listing requirements on the ground that the number
of shares to be transferred is less than any specified number.
DEATH OF ONE OR MORE JOINT HOLDERS OF SHARES
59. In case of the death of any one or more of the persons named in the
Register of Members as the joint holders of any share, the survivor or
survivors shall be the only persons recognised by the Company as having
any title to or interest in such share, but nothing herein contained
shall be taken to release the estate or a deceased joint-holder for any
liability on shares held by him jointly with any other person.
TITLE TO SHARES OF DECEASED MEMBER
60. The executors or administrators or holders of a Succession Certificate or
the legal representatives of a deceased Member(not being one of two or
more joint-holders) shall be the only person recognised by the Company as
having any title to the shares registered in the name of such Member, and
the Company shall not be bound to recognise such executors or
administrators or holders of a Succession Certificate or the legal
representatives unless such executors or administrators or legal
representatives shall have first obtained Probate or Letter of
Administration or Succession Certificate, as the case may be, from a duly
constituted court in the Union of India provided that in case where the
Board in its absolute discretion think fit, the Board may dispense with
production of Probate or Letters of Administration or Succession
Certificate, upon such terms as to indemnity or otherwise as the Board in
its absolute discretion may think necessary and under Article 59 register
the name of any person who claims to be absolutely entitled to shares
standing in the name of a deceased Member, as a Member.
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NO TRANSFER TO INSOLVENT, ETC.
61. No share shall in any circumstances, be transferred to any insolvent or
person of unsound mind.
REGISTRATION OF PERSON ENTITLED TO SHARES OTHERWISE THAN BY TRANSFER
62. Subject to the provisions of the Act and Articles 59 end 60 any person
becoming entitled to shares in consequences of death, lunacy, bankruptcy
or insolvency of any Member, or by any lawful means other than by a
transfer in accordance with these Articles, may with the consent of the
Board (which it shall not be under any obligation to give) upon producing
such evidence that he sustains the character in respect of which he
proposes to act under this Article, or of his title, as the Board thinks
sufficient, either be registered himself as the holder of the shares or
elect to have some persons nominated by him and approved by the Board,
registered as such holder; provided nevertheless, that if such person
shall elect to have his nominee registered, he shall testify the election
by executing in favour of his nominee an instrument of transfer in
accordance with the provisions herein contained, and until he does so he
shall not be freed from any liability in respect of the shares.
PERSONS ENTITLED MAY RECEIVE DIVIDENDS WITHOUT BEING REGISTERED AS
MEMBERS
63. A person entitled to a share by transmission shall, subject to the right
of the Directors to retain such dividends or money as hereinafter
provided be entitled to receive, and may give a discharge for any
dividends or other moneys payable in respect of the shares.
FEE ON TRANSFER OR TRANSMISSION
64. No fee shall be charged for transfer and, transmission of Shares or for
registration of any of power of attorney, probate, letter of
administration or other similar documents.
THE COMPANY NOT LIABLE FOR DISREGARD OF A NOTICE PROHIBITING REGISTRATION
OF A TRANSFER
65. The Company shall incur no liability or responsibility whatever in
consequence of its registering or giving effect to any transfer of shares
made or purporting to be made by any apparent legal owner thereof (as
shown or appearing in the Register of Members) to the prejudice of a
person or persons having or claiming any equitable right, title or
interest to or in the said shares, notwithstanding that the Company may
have any notice of such equitable right, title or interest or notice
prohibiting registration of such transfer and may have entered such
notice or referred thereto, in any book of the 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 it of any equitable right, title or
interest, or be under any liability whatsoever for refusing or neglecting
so to do, though it may have been entered or referred to in some book of
the company, but the company shall nevertheless be at liberty to regard
and attend to any such notice, and give effect thereto if the Board shall
so think fit.
BORROWING POWERS
POWER TO BORROW
66. Subject to the provisions of Sections 58A, 292 and 293 of the Act and of
these Articles, the Board may, from time to time at its discretion, by a
resolution passed at a Meeting of the Board accept deposits from
Members, either in advance of call or otherwise, and generally raise or
borrow or secure the payment of any sum or sums of money for the purposes
of the company provided however, where the moneys to be borrowed together
with the moneys already borrowed (apart from temporary loans obtained
from the Company's bankers in the
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ordinary course of business) exceed the aggregate of the paid up capital
of the Company and its free reserves (that is to say, reserves not set
apart for any specific purpose) the Board shall not borrow such moneys
without the consent of the Company in General Meeting.
THE PAYMENT OR REPAYMENT OF MONIES BORROWED
67. The payment or repayment of moneys borrowed as aforesaid may be secured
in such manner and upon such terms and conditions in all respects as the
Board may think fit, and in particular by a resolution passed at a
meeting of the Board (and not by Circular Resolution) by the issue of
debentures of the Company, charged upon all or any part of the property
of the Company (both present and future) including its uncalled capital
for the time being, and debentures, and other securities may be made
assignable free from any equities between the Company and the person to
whom the same may be issued.
TERMS OF ISSUE OF DEBENTURES
68. Any debentures, debenture-stock or other securities may be issued at a
discount, premium or otherwise and maybe issued on condition that they or
any part of them shall be convertible into shares of any denomination,
and with any privileges and conditions as to redemption, surrender,
drawing, allotment of shares and attending (but not voting at) General
Meetings, appointment of Directors and otherwise. Debentures with a right
to conversion or allotment of shares shall be issued only with the
consent of the Company in General Meeting.
REGISTER OF MORTGAGES, ETC. TO BE KEPT
69. The Board shall cause a proper register to be kept in accordance with the
provisions of Section 143 of the Act of all mortgages, debentures and
charges specifically affecting the property of the Company; and shall
cause the requirements of Sections 118, 125, and 127 to 144 (both
inclusive) of the Act, in that behalf to be duly complied with (within
the time prescribed by the said sections of such extensions thereof as
may be permitted by the Company Law Board or the Court or the Registrar
as the case may be) so far as they fail to be complied with by the Board.
REGISTER AND INDEX OF DEBENTURE HOLDERS
70. The Company shall, if any time it issues debentures, keep a Register and
Index of Debenture holders in accordance with Section 152 of the Act. The
Company shall have the power to keep in any State or Country outside
India a Branch Register of Debenture-holders resident in that State or
Country.
SHARE WARRANT
POWER TO ISSUE SHARE WARRANTS
71. The Company may issue share warrants subject to, and in accordance with
the provisions of sections 114 and 115, and accordingly the Board may in
its discretion, with respect to any share which is fully paid-up on
application in writing signed by the persons registered as holder of the
share, and authenticated, by such evidence (if any) as the Board may,
from time to time, require as to the identity of the person signing the
application, and on receiving the certificate (if any) of the share, and
the amount of the stamp duty on the warrant and such fee as the Board may
from time to time require, issue a share warrant.
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DEPOSIT OF SHARE WARRANT
72. 1) The bearer of a share warrant may at any time deposit the warrant at
the office of the Company, and so long as the warrant remains so
deposited, the depositor shall have the same right of signing a
requisition for calling a meeting of the Company, and of attending,
and voting and exercising the other privileges of a Member at any
meeting held after the expiry of two clear days from the time of
deposit as if his name were inserted in the Register of Members as
the holder of the share included in the deposited warrant.
2) Not more than one person shall be recognised as depositor of the
share warrant.
3) The Company shall, on two days' written notice, return the deposited
share warrant to the depositor.
PRIVILEGES AND DISABILITIES OF THE HOLDERS OF SHARE WARRANT
73. 1) Subject as herein otherwise expressly provided, no person shall,
as bearer of a share warrant sign a requisition for calling a
meeting of the Company, or attend or vote or exercise any other
privileges of a Member at a meeting of the Company, or be entitled
to receive any notices from the Company.
2) The bearer of a share warrant shall be entitled in all other
respects to the same privileges and advantages as if he was named in
the Register of Members as the holder of the share included in the
warrant, and shall be a Member of the Company.
ISSUE OF NEW SHARE WARRANT OR COUPON
74. The Board may, from time to time, make rules as to the terms on which (if
it shall think fit) a new share warrant or coupon may be issued by way of
renewal in case of defacement, loss or destruction.
CONVERSION OF SHARE INTO STOCK AND RECONVERSION
SHARES MAY BE CONVERTED INTO STOCK
75. The Company in General Meeting may convert any paid-up shares into stock;
and when any shares have been converted into stock, the several holders
of such stock may thenceforth transfer their respective interest therein,
or any part of such interest, in the said manner and subject to the same
Regulations as, and subject to which shares from which the stock arose
might have been transferred if no such conversion had taken place, or as
near thereto as circumstance will admit. The Company may at any time
reconvert any stock into paid-up shares of any denomination.
RIGHT OF STOCKHOLDERS
76. 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
advantage (except participation in the dividends and profits of the
Company and in the assets on winding-up) shall be conferred by an amount
of stock which would not, if existing in shares, have conferred that
privilege or advantage.
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MEMBERS' MEETINGS
ANNUAL GENERAL MEETING
77. Annual General Meeting of the company may be convened subject to Section
166 and Section 210 of the Act by giving not less than 21 days notice in
writing. Subject to the provisions of Section 171 (2) a meeting may be
convened after giving a shorter notice.
EXTRA ORDINARY GENERAL MEETING
78. The Board may, whenever it thinks fit, call an Extraordinary General
Meeting and it shall do so upon a requisition in writing by any Member or
Members holding in the aggregate not less than one tenth of such of the
paid-up capital; as at that date carried the right of voting in regard to
the matter in respect of which the requisition has been made.
REQUISITION OF MEMBERS TO STATE OBJECTS OF MEETING
79. Any valid requisition so made by the Members must state the object or
objects of the meeting proposed to be called, and must be signed by the
requisitionists and be deposited at the office; provided that such
requisition may consist of several documents in like form each signed by
one or more requisitionists.
ON RECEIPT OF REQUISITION, DIRECTORS TO CALL MEETING AND IN DEFAULT
REQUISITIONISTS MAY DO SO
80. Upon the receipt of any such requisition, the Board shall forthwith call
an Extraordinary General Meeting; and if it does not proceed within
twenty-one days from the date of the requisition being deposited at the
Office to cause a meeting to be called on a day not later than forty-five
days from the date of deposit of the requisition, the requisitionists, or
such of their number as represent either a majority in value of the paid-
up. share capital held by all of them or not less than one-tenth of such
of the paid-up share capital of the Company as is referred to in Section
169 (4) of the Act, whichever is less, may themselves call the meeting,
but in either case any meeting so called shall be held within three
months from the date of deposit of the requisition as aforesaid.
MEETING CALLED BY REQUISITIONISTS
81. Any meeting called under the foregoing Articles by the requisitionists
shall be called in the same manner, as nearly as possible, as that in
which meetings are to be called by the Board.
QUORUM AT GENERAL MEETING
82. Five members present in person shall be a quorum for a General Meeting.
BODY CORPORATE PERSONALLY PRESENT
83. A body corporate being a member shall be deemed to be personally present
if it is represented in accordance with Section 187 of the Act.
IF QUORUM NOT PRESENT MEETING TO BE DISSOLVED OR ADJOURNED
84. If, at the expiration of half an hour from the time appointed for holding
a meeting of the Company, a quorum shall not be present, the meeting it
convened by or upon the requisition of Members, shall stand dissolved,
but in any other case the meeting shall stand adjourned to
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the same day in the next week or if that day is a public holiday until
the next succeeding day which is not a public holiday at the same time
and place or to such other day at such other time and place within the
city or town in which the Office of the Company is situate as the Board
may determine, and if at such adjourned meeting a quorum is not present
at the expiration of half an hour from the time appointed for holding the
meeting, the Members present shall be a quorum, and may transact, the
business for which the meeting was called.
85. The Chairman (if any) of the Directors shall be entitled to take the
chair at every General Meeting, whether Annual or Extraordinary. If there
be no such Chairman of the Directors, or if at any meeting he shall not
be present within fifteen minutes of the time appointed for holding such
meeting then the members present shall elect another Director as Chairman
and if no Director be present or if all Directors present decline to take
the Chair, then the members present shall elect one of their members to
be the Chairman.
BUSINESS CONFINED TO ELECTION OF CHAIRMAN WHILST CHAIR VACANT
86. No business shall be discussed at any General Meeting except the election
of a Chairman, whilst the chair is vacant.
CHAIRMAN WITH CONSENT MAY ADJOURN MEETING
87. The Chairman with the consent of the meeting may adjourn any meeting from
time to time and from place to place within the city or town in which the
office of the Company is situated for the time being but no business
shall be transacted at any adjourned meeting other than the business left
unfinished at the meeting from which the adjournment took place.
QUESTION AT GENERAL MEETING HOW DECIDED
88. At any General Meeting a resolution put to the vote of the meeting shall
be decided on a show of hands unless a poll is (before or on the
declaration of the result of the show of hands) demanded by a member or
members present in person or by proxy and holding shares in the Company
which confer a power to vote on the resolution not being less than 1/10th
of the total voting power in respect of the Resolution or on which an
aggregate sum of not less than Rs. 50,OOO/- has been paid up. The demand
for a poll may be withdrawn at any time by the person or persons who made
the demand.
CHAIRMAN'S CASTING VOTE
89. In the case of any equality of votes, the Chairman shall both on a show
of hands and at a poll (if any) have a casting vote in addition to the
votes to which he may be entitled as a Member.
DEMAND FOR POLL NOT TO PREVENT TRANSACTION OF OTHER BUSINESS
90. The demand for a poll except on the question of the election of the
Chairman and of an adjournment shall not prevent the continuance of a
meeting for the transaction of any business other than the question on
which the poll has been demanded.
MEMBER IN ARREARS NOT TO VOTE
91. No member shall be entitled to vote either personally or by proxy at any
General Meeting or meeting of a class of shareholders either upon a show
of hands or upon a poll 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.
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NUMBER OF VOTES TO WHICH MEMBER ENTITLED
92. Subject to the provisions of these Articles and without prejudice to any
special privileges or restrictions as to voting for the time being
attached to any class of shares for the time being forming part of the
capital of the Company, every member, not disqualified by the last
preceding Article shall be entitled to be present and to speak and vote
at such meeting, and on a show of hands every member present in person
shall have one vote and upon a poll the voting rights of every member
whether present in person or by proxy, shall be in proportion to his
share of the paid-up equity capital of the Company.
CASTING OF VOTES BY A MEMBER ENTITLED TO MORE THAN ONE VOTE
93. 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.
VOTES OF MEMBERS OF UNSOUND MIND AND MINORS
94. A member of unsound mind or in respect of whom an order has been made by
any court having jurisdiction in lunacy, may vote, whether on a show of
hand or on a poll, by his committee or other legal guardian, and any such
committee or guardian may, on a poll vote by proxy. If any member be a
minor, the votes in respect of his share or shares shall be by his
guardian or any of his guardians, if more than one, to be elected in case
of dispute by the Chairman of the meeting.
VOTES OF JOINT MEMBERS
95. If there be joint registered holders of any shares, any one of such
persons may vote at any meeting or may appoint another person (whether a
Member or not) as his proxy in respect of such shares as if he were
solely entitled therein but the proxy so appointed shall not have any
right to speak at the meeting and, if more than one of such joint-holders
be present at any meeting, that one of the said person so present whose
name stands higher on the Register shall alone be entitled to speak and
to vote in respect of such shares, but the other or others of the joint-
holders shall be entitled to be present at the meeting. Several executors
or administrators of a deceased member in whose names share stand shall
for the purpose of these Articles be deemed joint holders thereof.
VOTING IN PERSON OR BY PROXY
96. Subject to the provisions of these Articles votes may be given either
personally or by proxy. A body corporate being a member may vote either
by a proxy or by a representative duly authorised in accordance with
Section 187 of the Act and such representative shall be entitled to
exercise the same rights and powers (including the right to vote by
proxy) on behalf of the body corporate which he represents as the body
could exercise if it were an individual member.
VOTES IN RESPECT OF SHARES OF DECEASED OR INSOLVENT MEMBERS
97. Any person entitled under Article 62 to transfer any shares may vote at
any General Meeting in respect thereof in the same manner as if he were
the registered holder of such shares, provided that 48 hours, at least,
before the time of holding the meeting or adjourned meeting as the case
may be at which he proposed to vote he shall satisfy the Directors of his
right to transfer such shares and give such indemnity (if any) as the
Directors may require or the Directors shall have previously admitted his
right to vote at such meeting in respect thereof.
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APPOINTMENT OF PROXY
98. Every proxy (whether a member or not) shall be appointed in writing under
the hand of the appointer or his attorney, or if such appointer is a
corporation under the common seal of such corporation, or be signed by an
officer or an Attorney duly authorised by it and any committee or
guardian may appoint such proxy. The proxy so appointed shall not have
any right to speak at the meeting.
PROXY EITHER FOR A SPECIFIED MEETING OR FOR SPECIFIED PERIOD
99. An instrument of proxy may appoint a proxy either for purpose of a
particular meeting specified in the instrument and any adjournment
thereof or it may appoint for the purposes of every meeting of the
Company, or of every meeting to be held before the date specified in the
instrument and any adjournment of any such meeting.
NO PROXY EXCEPT FOR A BODY CORPORATE TO VOTE ON A SHOW OF HANDS
100. A member present by proxy shall be entitled to vote only on a poll but
not on a show of hands, unless such member is a body corporate present by
a representative in which case such proxy shall have a vote on the show
of hand as if he were a member.
DEPOSIT OF INSTRUMENT OF PROXY
101. The instrument appointing a proxy and the Power of Attorney or other
authority (if any) under which it is signed or a notarially certified
copy of that power or authority shall be deposited at the office not
later than forty eight hours before the time for holding the meeting at
which the person named in the instrument proposes to vote, and in default
the instrument of proxy shall not be treated as valid. No instrument
appointing a proxy shall be valid after the expiration of twelve months
from the date of its execution.
FORM OF PROXY
102. Every instrument of proxy whether for specified meeting or otherwise
shall, as nearly as circumstances will admit, be in any of the forms set
out in Schedule lX of the Act.
VALIDITY OF VOTES GIVEN BY PROXY NOTWITHSTANDING DEATH OF MEMBER
103. A vote given in accordance within the norms of an instrument of proxy
shall be valid notwithstanding the previous death or insanity of the
Principal, or revocation of the proxy or of any power of attorney under
which such proxy was signed, or the transfer of the share in respect of
which the vote is given, provided that no intimation in writing of the
death or insanity, revocation or transfer shall have been received at the
office before the meeting.
TIME FOR OBJECTION TO VOTE
104. No objection shall be made to the validity of any vote; except at any
meeting or poll at which such vote shall be tendered and every vote,
whether given personally or by proxy, not disallowed at such meeting or
poll shall be deemed valid for all purposes of such meeting or poll
whatsoever.
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CHAIRMAN OF ANY MEETING TO BE THE JUDGE OF VALIDITY OF VOTE
105. The Chairman of any meeting shall be the sole judge of the validity of
every vote tendered at such meeting. The Chairman present at the taking of
a poll shall be the sole judge of the validity of every vote tendered at
such poll.
DIRECTORS
NUMBER OF DIRECTORS
106. Until otherwise determined by the company in a General Meeting and subject
to the provisions of Section 252 of the Act, the number of directors
(excluding Debenture Directors and Directors appointed under Article 111
hereof and Alternate Directors) shall not be less than three nor more than
Eighteen.
SPECIAL RESOLUTION PASSED AT THE ANNUAL GENERAL MEETING HELD ON MAY 27,
2000
NON-RETIRING DIRECTORS
107. If and so long as Mr. N. R. Narayana Murthy and/or his relatives shall
hold not less than 5% of the issued equity share capital of the Company,
Mr. N. R. Narayana Murthy shall be the Managing Director of the Company
and shall not be liable to retire by rotation.
108. The Board may appoint, from time to time, one or more of their members to
be the Managing Director or Joint Managing Director or Wholetime Director
or Deputy Managing Director or Manager of the Company on such terms and on
such remuneration {whether by way of salary or commission, or partly in
one and partly in another) as they may think fit and the directors so
appointed shall not while holding that office, be subject to retirement by
rotation or taken into account in determining the rotation of retirement
of directors, but their appointment shall be subject to determination ipso
facto if they cease from any cause to be a director or if the company in
General Meeting resolve that their tenure of the office of Managing
Director or Joint Managing Director or Wholetime Director or Deputy
Managing Director or Manager be determined.
109. Subject to the provisions of the Act, the Directors, may from time to time
entrust and confer upon a Managing Director for the time being such of the
powers exercisable upon such terms and conditions and with such
restrictions as they may think fit either collaterally with or to the
exclusion of and in substitution for all or any of their own powers and
from time to time revoke, withdraw, alter or vary ail or any of such
powers.
APPOINTMENT OF SPECIAL DIRECTORS
110. On behalf of the Company, whenever Directors enter into a contract with
any Government, Central, State or Local, any Bank or Financial institution
or any person or persons (hereinafter referred to as "the appointer") for
borrowing any money or for providing any guarantee or security or for
technical collaboration or assistance or for underwriting or entering into
any other arrangement whatsoever the Directors shall have, subject to the
provisions of Section 255 of the Act, the power to agree that such
appointer shall have right to appoint or nominate by notice in writing
addressed to the Company one or more Directors on the Board for such
period and upon such conditions as may be mentioned in the agreement and
that such Director or Directors may not be liable to retire by rotation
nor be required to hold any qualification shares. The Directors may also
agree that any such Director or Directors may be removed from time to time
by the appointer entitled to appoint or nominate them and the appointer
may appoint another or others in his or their place and also fill in any
vacancy which may occur as a result of any such Director or Directors
ceasing to hold that office for any reason whatsoever. The Directors
appointed or nominated under this Article shall be entitled to exercise
and enjoy all or any of the rights and privileges exercised and enjoyed by
the
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Directors of the Company including payment of remuneration and travelling
expenses to such Director or Directors as may be agreed by the Company
with the appointer.
DEBENTURE DIRECTORS
111. If it is provided by any Trust Deed, security or otherwise, in connection
with any issue of debentures of the Company that any person or persons
shall have power to nominate a Director or Directors of the Company, then
in the case of any and every such issue of debentures, the person or
persons having such power may exercise such power from time to time and
appoint a Director or Directors accordingly. Any Director so appointed is
herein referred to as "Debenture Director". A Debenture Director may be
removed from office at any time by the person or persons in whom for the
time being is vested the power under which he was appointed and another
director may be appointed in his place. A debenture director shall not be
bound to hold any qualification shares. A debenture director shall not if
so agreed by the company be liable to retire by rotation; but shall
automatically cease to hold office as a director if and when the
debentures are fully discharged.
NOMINEE DIRECTORS
112. Nominee Directors: So long as any moneys remain owing by the Company to
The Industrial Development Bank of India, Industrial Finance Corporation
of India, The Industrial Credit and Investment Corporation of India
Limited, The Industrial Reconstruction Corporation of India Limited, Life
Insurance Corporation of India, General Insurance Corporation of India,
National Insurance Company Limited, The Oriental Fire & General Insurance
Company Limited, The New India Assurance Company Limited, United India
Insurance Company Ltd., Karnataka State Industrial Investment and
Development Corporation Ltd. or any State Financial Corporation or any
Financial Institution owned or controlled by the Central Government or any
State Government or the Reserve Bank of India or by two or more of them by
Central Government themselves (each of the above and Unit Trust of India
are hereinafter referred to as the Corporation) out of any
loans/debentures, assistance granted by them to the Company or so long as
the Corporation holds or continues to hold Debentures/Shares in the
Company as a result of any guarantee furnished by the Corporation on
behalf of the Company and remaining outstanding, the Corporation shall
have a right to appoint from time to time, any person as Director,
Wholetime or non-Wholetime (which Director or Directors, is/are
hereinafter referred to as 'Nominee Director/s') on the Board of the
Company and to remove from such office any person or persons so appointed
and to appoint any person in his or their places. The Board shall have no
power to remove from the office of the Nominee Directors. At the option of
the Corporation such Nominee Director/s shall not be liable to retirement
by rotation. Subject as aforesaid, Nominee Director/s shall be entitled to
the same rights and privileges and be subject to the same obligations as
any other Directors of the Company.
PERIOD OF HOLDING OF OFFICE BY NOMINEE DIRECTORS
113. The Nominee Director/s so appointed shall hold the said office only so
long as any moneys remain owing by the Company to the Corporation or so
long as the Corporation holds or continues to hold Debentures/shares in
the Company as a result of underwriting or by direct subscription or
private placement or the liability of the Company arising out of the
guarantee is outstanding and the Nominee Director/s so appointed in
exercise of the said powers shall ipso facto vacate such office
immediately the moneys owing by the Company to the Corporation are paid
off or on the Corporation ceasing to hold Debentures/ shares in the
Company or on the satisfaction of liability of the Company arising out of
any guarantee furnished by the Corporation.
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CO-OPTION OF DIRECTORS
114. Directors shall have power at any time and from time to time to co-opt any
other person as a director either to fill a casual vacancy or as an
additional director, so that the total number of directors shall not at
any time exceed the maximum fixed. Any director appointed to fill casual
vacancy shall hold office only upto the date upto which the director in
whose place he has been placed would have held the office if it had not
been vacated. Any additional director shall hold office only upto the date
of next Annual General Meeting of the Company but shall be eligible for
re-election at such meeting.
ALTERNATE DIRECTORS
115. The Board may appoint an alternate director to act for a director
(hereinafter called "original director during his absence for a period of
not less than three months from the State in which meetings of the Board
are ordinarily held. An alternate director appointed under this Article
shall not hold office as such for a period longer than that permissible to
the original director and shall vacate office if. and when the original
director returns to the State aforesaid. If the term of office of original
director is determined before he so returns to the State aforesaid any
provision for automatic re-appointment of retiring directors in default of
another appointment shall apply to the original and not to the alternate
director.
QUALIFICATION SHARES OF DIRECTORS
116. A Director shall not be required to hold any qualification shares.
REMUNERATION OF DIRECTORS
117. The remuneration of Directors and Executives of the Company, including the
fees payable to the Directors of the Company in attending the Meeting of
the Board or the Committees of the Board, shall be determined by the Board
of Directors from time to time, provided that the sitting fees payable to
the Directors as aforesaid shall be within the maximum limits of such fees
that may be prescribed under the proviso to Section 310 of the Companies
Act, 1956.
DIRECTORS' TRAVELLING EXPENSES
118. In addition to the remuneration payable to them, the Directors shall be
entitled to be paid all travelling, hotel and other incidental expenses
properly incurred by them in attending and returning from meetings of the
Board of Directors or any Committee thereof or General Meetings or in
connection with the business of the Company. The rules in this regard may
be framed by the Board of Directors from time to time.
SPECIAL REMUNERATION FOR PERFORMING EXTRA SERVICES
119. If any Director be called upon to perform extra services or special
exertions or efforts (which expression shall include work done by a
Director as a Member of any committee formed by the Director(s) the Board
may arrange with such Directors for such special remuneration for such
extra services or special exertions or efforts either by a fixed sum or
otherwise as may be determined by the Board and such remuneration may be
either in addition to or in substitution for his remuneration, subject to
provisions of the Act and confirmation by the Company in General Meeting.
DIRECTORS MAY ACT NOTWITHSTANDING ANY VACANCY
120. The continuing Directors may act notwithstanding any vacancy in their
body, but if and so long as their number is reduced below the quorum fixed
by the Act for a meeting of the Board
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of Directors, the continuing Director or Directors may act for the purpose
of increasing the number of Directors to that fixed for a quorum or for
summoning a General Meeting but for no other purpose.
TERMS OF OFFICE OF DIRECTORS
121. Not less than two-thirds of the total number of Directors shall be persons
whose period of office is liable to determination by retirement of
Directors by rotation.
RETIREMENT OF DIRECTORS BY ROTATION
122. At every annual general meeting of the Company one-third of such of the
Directors for the time being as are liable to retire by rotation, or if
their number is not three or a multiple of three, then the number nearest
to one third, shall retire from office.
ASCERTAINMENT OF DIRECTORS TO RETIRE
123. The Directors to retire by rotation under the foregoing article shall be
those who have been longest in office since their last appointment but as
between persons who become Directors on the same day, those who are to
retire shall, in default of and subject to any agreement among themselves,
be determined by lot. A retiring Director shall be eligible for re-
election.
COMPANY TO APPOINT SUCCESSORS
124. The Company, at the annual general meeting at which a Director retires in
manner aforesaid, may, fill up the vacated office by electing the retiring
Director or some other person thereto.
PROVISIONS IN DEFAULT OF APPOINTMENT
125. a) If the place of the retiring Director is not so filled up and the
meeting has not expressly resolved not to fill the vacancy, the
meeting shall stand adjourned till the same day in the next week at
the same time and place, or if that day is a public holiday, till the
next succeeding day which is not a public holiday at the same time and
place.
b) If at the adjourned meeting also, the place of the retiring Director
is not filled up and that meeting also has not expressly resolved not
to fill the vacancy, the retiring Director shall be deemed to have
been re-appointed at the adjourned meeting, unless:
i) at the meeting or at the previous meeting a resolution for the
re-appointment of such Director has been put to the meeting and
lost;
ii) the retiring Director has, by 5 notice in writing addressed to
the Company or its Board of Directors expressed his
unwillingness to be so re-appointed;
iii) he is not qualified or is disqualified for appointment;
iv) a resolution, whether special or ordinary is required for the
appointment or reappointment by virtue of any provisions of the
Act; or
v) the provision to sub-section (2) of Section 263 is applicable to
the case.
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COMPANY MAY INCREASE OR REDUCE NUMBER OF DIRECTORS
126. Subject to Sections 252, 256 and 259 of the Act, the Company in general
meeting may from time 10 time, increase or reduce the number of Directors,
within the limits fixed in that behalf by these Articles.
REMOVAL OF DIRECTORS
127. The Company may (subject to the provisions of Section 284 of the Act)
remove any Director before the expiration of his period of office and
appoint another person in his stead.
PROCEEDINGS OF THE BOARD OF DIRECTORS
MEETING OF DIRECTORS
128. The Directors may meet together as a Board for the dispatch of business
from time to time and shall so meet at least once in every three calendar
months and at least four such meetings shall be held in every year. The
Directors may adjourn and otherwise regulate their meetings as they may
think fit.
NOTICE OF BOARD MEETINGS
129. Notice of every meeting of the Board shall be given in writing to every
Director for the time being in India and at his address in India to every
other Director.
QUORUM
130. Subject to Section 287 of the Act, the quorum for a meeting of the Board
shall be one-third of its total strength (excluding Directors, if any,
whose places may be vacant at the time. and any fraction contained in that
one-third being rounded off as one), or two Directors whichever is higher.
Provided that where at any time the number of interested Directors exceeds
or is equal to two- thirds of the total strength, the number of the
remaining Directors, that is to say, the number of the Directors who are
not interested present at the meeting being not less than two, shall be
the quorum during such meeting.
ADJOURNMENT OF MEETINGS FOR WANT OF QUORUM
131. If a meeting of the Board could not be held for want of quorum, then the
meeting shall automatically stand adjourned to such other time as may be
fixed by the Chairman.
SECRETARY TO CALL BOARD MEETING
132. The Secretary shall, and when directed by any Director to do so, convene a
meeting of the Board by giving a notice in writing to every other
Director.
CHAIRMAN OF DIRECTORS
133. The Directors shall choose one of their number to be the Chairman of the
Directors who shall hold such office until the Directors otherwise
determine. If at any meeting the Chairman of the Directors shall not be
present at the time appointed for holding the same, the Directors present
shall choose some one of their member to be the Chairman of such meeting.
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QUESTIONS HOW DECIDED
134. Questions arising at any meeting of the Board shall be decided by a
majority of votes and in the case of an equality of votes the Chairman
shall have second or a casting vote.
POWERS OF BOARD MEETING
135. A meeting of the Board for the time being at which a quorum is present,
shall be competent to exercise all or any of the authorities, power and
discretions which by or under the Act or the Articles of the Company are
for the time being vested in or exercisable by the Board generally.
APPOINTMENT OF SUB-COMMITTEE
136. The Board may appoint from time to time a sub-committee consisting of one
or more Director(s) and or one or more senior executive(s) of the Company
to deal with matters relating to transfer / transmission of shares /
debentures and such other matters incidental thereto with such powers and
duties, as the Board deems fit.
DIRECTORS MAY APPOINT COMMITTEES
137. Subject to the restrictions contained in Section 292 of the Act, the Board
may delegate any of its powers to committees of the Board consisting of
such members of its body as it thinks fit, and it may from time to time
revoke and discharge any such committee of the Board either wholly or in
part, and either as to persons or purposes but every committee of the
Board so formed shall in the exercise of the powers so delegated, confirm
to any Regulations that may from time to time be imposed on it by the
Board. All acts done by any such committee of the Board in conformity with
such Regulations and in fulfilment of the purpose of their appointment but
not otherwise shall have the like force and effect as if done by the
Board.
MEETINGS OF COMMITTEE HOW TO BE GOVERNED
138. The meetings and proceedings of any such committee of the Board consisting
of two or more members shall be governed by the provisions herein
contained for regulating the meetings and proceedings of the Directors so
far as the same are applicable thereto and are not superseded by any
Regulations made by the Directors under the last preceding Article. The
provisions of Article 134 shall mutatis mutandis apply to the meetings of
such committee.
CIRCULAR RESOLUTION
139. No resolution shall be deemed to have been duly passed by the Board or by
a Committee thereof by circulation, unless the resolution has been
circulated in draft, together with the necessary papers, if any, to all
the Directors or to ail the members of the committee then in India (not
being less in number than the quorum fixed for a meeting of the Board or
Committee, as the case may be), and to all other Directors or members of
the Committee, at their usual address in India and has been approved by
such of the Directors or members of the Committee as are then in India, or
by majority of such of them as are entitled to vote on the resolution.
VALIDITY OF DIRECTORS ACTS
140. All acts done by any meeting of the Board or by a Committee or by a sub-
committee of the Board, or by any person acting as a Director shall
notwithstanding that it shall afterwards be discovered that there was some
defect in the appointment of such Directors, or persons acting as
aforesaid, or that they or any of them were disqualified or had vacated
office or that
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the appointment of any of them were disqualified or had vacated office or
that the appointment of any of them had been terminated by virtue of any
provisions contained in the Act or in these Articles, be as valid as if
every such person had been duly appointed and was qualified to be a
Director and had not vacated his office or his appointment had not been
terminated. Provided that nothing in this Article shall be deemed to give
validity to acts done by a Director after his appointment has been shown
to the Company to be invalid or to have terminated.
POWERS OF DIRECTORS
141. The business of the Company shall be managed by the Board of Directors,
who may exercise all such powers of the Company and do all such acts and
things as are not, by the Act, or any other Act or by the Memorandum or by
the Articles of the Company required to be exercised by the Company in
General Meeting, subject nevertheless to the Regulations of these Articles
to the provisions of the Act, or any other Act and to such Regulations
being not inconsistent with the aforesaid Regulations or provisions as may
be prescribed by the Company in General Meeting but no Regulation made by
the Company in General Meeting shall invalidate any prior act of the Board
which would have been valid if that Regulation had not been made. Provided
that the Board of Directors shall not except with the consent of the
Company in General Meeting:-
a. sell, lease or otherwise dispose of the whole or substantially the
whole of the undertaking of the Company, or where the company owns
more than one undertaking, of the whole, or substantially the whole,
of any such undertaking;
b. remit or give time for the repayment of, any debt by a Director;
c. invest, otherwise than in trust securities, the amount of compensation
received by the company in respect of the compulsory acquisition of
any such undertaking as is referred to in Clause (a) or of any
premises or properties used for any such undertaking and without which
it cannot be carried on or can be carried on only with difficulty or
only after a considerable time;
d. borrow moneys, where the moneys to be borrowed together with the
moneys already borrowed by the company (apart from temporary loans
obtained from the company's Bankers in the ordinary course of
business) will exceed the aggregate of the paid-up capital of the
company and its free reserves, that is to say, reserves not set apart
for any specific purposes. Provided further that the powers specified
in Section 292 of the Act shall be exercised only at meetings of he
Board unless the same be delegated to the extent therein stated; or
e. contribute to Charitable and other funds not directly relating to the
business of the Company or the welfare of its employees any amounts,
the aggregate of which will in any financial year exceed Rupees Fifty
Thousand only or five percent of its average net profits as determined
in accordance with the provisions of Sections 349 and 350 of the Act
during the three financial years immediately preceding, whichever is
greater.
CERTAIN POWERS TO BE EXERCISED BY THE BOARD ONLY AT MEETINGS
142. The Board of Directors of the Company shall exercise the following powers
on behalf of the Company and it shall do so only by means of resolutions
passed at meetings of the Board:-
a. The power to make calls on share holders in respect of money unpaid on
their shares;
b. The power to issue debentures;
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c. The power to borrow money otherwise than on debentures;
d. The power to invest the funds of the Company;
e. The power to make loans;
Provided that the Board may, by a resolution passed at a meeting, delegate
to any committee of Directors, the Manager or any other principal officer
of the company or in the case of a branch office of the company, a
principal officer of the branch office, the powers specified in clauses
(c), (d) and (e) of this Article to the extent specified in sub-sections
(2), (3) and (4) respectively of Section 292 of the Act, on such condition
as the Board may prescribe. in respect of dealings between the company and
its bankers. the exercise by the company of the powers specified in Clause
(c) shall mean the arrangement made by the company with its bankers for
the borrowing of money by way of overdraft or cash credit or otherwise and
not the actual day to day operation on overdraft, cash credit or other
accounts by means of which the arrangement so made is actually availed of.
CERTAIN POWERS OF THE BOARD
143. Without prejudice 10 the general powers conferred by the last preceding
Article and so as not in any way to limit or restrict these powers, and
without prejudice to the other powers conferred by these Articles, but
subject to the restrictions contained in the last preceding Article, it is
hereby declared that the Directors shall have the following powers, that
is to say, power:
1) To pay the costs, charges and expenses preliminary and incidental to
the promotion, formation, establishment and registration of the
company.
PAYMENT OUT OF CAPITAL
2) To pay and charge to the capital account of the company any commission
or interest lawfully payable thereout under the provisions of Sections
76 and 208 of the Act,
TO ACQUIRE PROPERTY
3) Subject to Sections 292 and 297 of the Act to purchase or otherwise
acquire for the Company any property, rights, privileges which the
Company is authorised to acquire, at or for such price or
consideration and generally on such terms and conditions as they think
fit, and in any such purchases or other acquisition to accept such
title as the Directors may believe or may be advised to be reasonably
satisfactory,
TO PAY FOR PROPERTY, ETC.
4) At their discretion and subject to the provisions of the Act, to pay
for any property, rights, or privileges acquired or services rendered
in the Company either wholly or partially, in cash or in shares,
bonds, debentures, mortgages, or other securities of the such amount
credited as paid up thereon as may be agreed upon and any such bonds;
debentures, mortgages or other securities may be either, specifically
charged upon all or any part of the property of the Company and its
uncalled capital or not so charged.
TO SECURE CONTRACTS
5) To secure the fulfilment of any contracts or engagements entered into
by the Company by mortgage or charge of all or any of the property of
the Company and its uncalled capital for the time being or in such
manner as they may think fit.
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TO ACCEPT SURRENDER OF SHARES
6) To accept from any member, as far as may be permissible by law, a
surrender of his shares or any part thereof, on such terms and
conditions as shall be agreed.
TO APPOINT TRUSTEES
7) To appoint any person to accept and to hold in trust for the Company
any property belonging to the Company, or in which it is interested,
or for any other purposes; and to execute and do all such deeds and
things as may be required in relation to any such trust, and to
provide for the remuneration of such trustee or trustees.
TO BRING AND DEFEND ACTIONS
8) To institute, conduct, defend, compound, or abandon any legal
proceedings by or against the Company or its officers or otherwise
payment or satisfaction of any debts due, and of any claims or
demands by or against the Company, and to refer any differences to
arbitration, and observe and perform any awards made thereon.
TO ACT IN INSOLVENCY MATTERS
9) To act on behalf of the Company in all matters relating to bankrupts
and insolvents.
TO GIVE RECEIPTS
10) To make and give receipts, releases and other discharges for moneys
payable to the Company, and for the claims and demands of the
Company.
TO INVEST MONEYS
11) Subject to the provisions of Sections 292, 293 (1) (c), 295, 370 and
372 of the Act, to invest, deposit and deal with any moneys of the
Company not immediately required for the purpose thereof, upon such
security (not being shares of this Company), or without security and
in such manner as they may think fit, and from time to time to vary
or realise such investments. Save as provided in Section 49 of the
Act, all investments shall be made and held in the Company's own
name.
TO PROVIDE FOR PERSONAL LIABILITIES
12) To execute in the name and on behalf of the Company in favour of any
Director or other person who may incur or be about to incur any
personal liability whether as principal or surety; for the benefit of
the Company such mortgages of the Company's property (present and
future) as they think fit; and any such mortgage may contain a power
of sale, and such other powers, provisions, covenants and agreements
as shall be agreed upon.
TO AUTHORISE ACCEPTANCES
13) To determine from time to time who shall be entitled to sign, on the
Company's behalf, bills, notes, receipts, acceptances, endorsements,
cheques, dividend warrants, releases, contracts and documents and to
give necessary authority for such purpose.
TO DISTRIBUTE BONUS
14) To distribute by way of bonus amongst the staff of the Company a
share in the profits of the Company, and to give to any officer or
other person employed by the Company
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a commission on the profits of any particular business or transaction
and to charge such bonus or commission as part of the working
expenses of the Company.
TO PROVIDE FOR WELFARE OF EMPLOYEES
15) To provide for the welfare of Directors or Ex-Directors or employees
or ex-employees of the Company and their wives, widows and families
or the dependants or connections of such persons by building or
contributing to the building of houses, dwellings or chawls or by
grants of moneys, pensions, gratuities, allowances, bonus or other
payments; or by creating and from time to time subscribing or
contributing to provident and other associations, institutions or
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 as
the Board shall think fit, and subject to the provisions of Section
293 (1) (e) of the Act. To subscribe or contribute or otherwise to
assist or to guarantee money to any charitable, benevolent,
religious, scientific, national or other institutions or objects
which shall have any moral or other claim to support or aid by the
Company either by reason of locality of operation, or of public and
general utility or otherwise.
TO CREATE RESERVE FUND
16) Before recommending any dividend to set aside, out of the profits of
the Company such sums as they may think proper for depreciation or to
a Depreciation Fund or to an Insurance Fund or as a Reserve Fund or
Sinking Fund or any special fund to meet contingencies or to repay
debentures or debenture-stock, or for special dividends or for
equalising dividends or for repairing, improving, extending and
maintaining any of the property of the Company and for such other
purposes (including the purposes referred to in the preceding
clause), as the Board may in their absolute discretion think
conducive to the interest of the Company, and subject to Section 292
of the Act, to invest the several sums so set aside or so much
thereof as required to be invested, upon such investments (other than
shares of the Company) as they think fit, and from time to time to
deal with and vary such investments and dispose of and apply and
expend all or any part thereof for the benefit of the Company, in
such manner and for such purposes as the Board in their absolute
discretion, think, conducive to the interest of the company
notwithstanding that the matters to which the Board apply or upon
which they expend the same, or any part thereof, may be matters to or
upon which the capital moneys of the company might rightly be applied
or expended, and to divide the reserve fund into such special funds
as the Board may think fit with full power to transfer the whole or
any portion of the Reserve Fund into such special funds as the Board
may think fit, with full power to transfer the whole or any portion
of a Reserve Fund or division of a Reserve Fund and with full power
to employ the assets constituting all or any of the above funds,
including the Depreciation Fund, in the business of the company or in
the purchase or repayment of debentures or debenture-stock, and
without being bound to keep the same separate from the other assets
and without being bound to pay interest on the same with power
however to the Board at their discretion to pay or allow to the
credit of such funds interest at such rate as the Board may think
proper.
TO APPOINT MANAGERS ETC.
17) To appoint, and at their discretion remove or suspend such general
managers, secretaries, assistants, supervisors, clerks, agents and
servants for permanent, temporary or special services as they may
from time to time think fit, and to determine their powers and duties
and fix their salaries, or emoluments or remuneration, and to require
security in such instances and to such amount as they may think fit.
And also from time to time to provide for the management and
transaction of the affairs of the company in any specified locality
in India or elsewhere in such manner as they think fit.
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TO COMPLY WITH LOCAL LAWS
18) To comply with requirements of any local law which in their opinion it
shall in the interest of the Company be necessary or expedient to
comply with.
TO APPOINT LOCAL BOARD
19) From time to time and at any lime to establish any Local Board for
managing any of the affairs of the Company in any specified locality
in India or elsewhere and to appoint any persons to be Members of such
Local Boards. and to fix their remuneration.
TO DELEGATE POWERS
20) Subject to Section 292 of the Act, from time to time and at any time
to delegate to any persons so appointed any of the powers, authorities
and discretions for the time being vested in the Board, other than
their power to make call or to make loans or borrow moneys and to
authorise the members for the time being of any such Local Board, or
any of them, to fill up any vacancies therein and to act
notwithstanding vacancies, and any such appointment or delegation may
be made on such terms, and subject to such conditions as the Board may
think fit, and the Board may at any time remove any persons so
appointed and may annul any such delegation.
TO AUTHORISE BY POWER OF ATTORNEY
21) At any time and from time to time by Power of Attorney under the Seal
of the Company, to appoint any person or persons to be the Attorney or
Attorneys of the Company, for such purposes and with such powers,
authorities, and discretions (not exceeding those vested in or
exercisable by the Board under these presents and excluding the power
to make calls and excluding also except in the limits authorised by
the Board, the power to make loans and borrow moneys) and for such
period and subject to such conditions as the Board may from time to
time think fit, and any such appointment may (if the Board thinks fit)
be made in favour of the members of any local board, established as
aforesaid or in favour of any company or the shareholders, directors,
nominees or managers of any company or firm or otherwise in favour of
any fluctuating body of persons whether nominated directly, or
indirectly by the Board and any such Power of Attorney may contain
such powers for the protection or convenience of persons dealing with
such Attorneys as the Board may think fit, and may contain Powers
enabling any such delegates or Attorneys as aforesaid to sub-delegate
all or any of the Powers, authorities and discretions for the time-
being vested in them.
TO NEGOTIATE.
22) Subject to Sections 294 and 297 of the Act for or in relation to any
of the matters aforesaid or otherwise for the purposes of the Company
to enter into all such negotiations and contracts and rescind and vary
all such contracts, and execute and do all such acts. deeds, and
things in the name and on behalf of the Company as they may consider
expedient.
TO MAKE AND VARY REGULATIONS
23) From time to time make, vary or repeal bye-laws for the regulation of
the business of the Company, its officers and servants.
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AMENDMENTS TO ACCOUNTS
24) The directors shall, if they consider it to be necessary and in the
interest of the company, be entitled to amend the Audited Accounts of
the company of any financial year which have been laid before the
Company in General Meeting. The amendments to the Accounts effected by
the directors in pursuance of this Article shall be placed before the
members in General Meeting for their consideration and approval.
TO FORMULATE SCHEMES, ETC.
25) The directors may formulate, create, institute or set up such schemes,
trusts, plans or proposals as they may deem fit for the purpose of
providing incentive to the officers, employees and workers of the
company, including without limiting the generality of the foregoing,
formulation of schemes for the subscription by the officers, employees
and workers to shares in, or debentures of, the company.
SIGNING OF CHEQUES
144. All cheques, promissory notes, drafts, bills of exchange, and other
negotiable instruments, and all receipts for moneys paid by the company,
shall be signed, drawn, accepted or otherwise executed as the case may be,
in such manner as the directors shall from time to time by resolution
determine.
FOREIGN REGISTER
145. The company may exercise the powers conferred upon the company by Sections
157 and 158 of the Act with regard to the keeping of branch registers of
members or debenture holders residing in any State or Country outside
India, and the directors may (subject to the provisions of those Sections)
make and vary such Regulations as they may think fit respecting the keeping
of any such register.
DECLARATION OF SECRECY
146. Every director including Managing, Wholetime, Debenture or Special
Director, Manager, Secretary, Treasurer, Trustees for the time being of the
company, member or Debenture holder, member of a committee, officer,
servant, agent, accountant or any other person employed in or about the
company business shall if so required by the Board of Directors before
entering upon his duties, sign a declaration pledging himself to observe
strict secrecy respecting all transactions of the company with its
customers and the state of accounts with individuals and all manufacturing,
technical and business information of the company, except when required so
to do by the Board or by any meeting or by a Court of law and except so far
as may be necessary in order to comply with any of the provisions in these
Articles contained.
SECRECY OF WORKS AND INFORMATION
147. No member or other person (not being a director) shall be entitled to visit
or inspect any works of the company without the permission of the directors
or to require discovery of any information concerning the business, trading
or customers of the Company, or any matter which is or may be in the nature
of a trade secret, mystery of trade, secret process, or any other matter
which may relate to the conduct of the business of the Company and which in
the opinion of the Directors, it would be inexpedient in the interest of
the Company to disclose.
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PROHIBITION OF SIMULTANEOUS APPOINTMENT OF MANAGING DIRECTOR AND MANAGER
148. The Company shall not appoint or employ at the same time more than one of
the following categories of management personnel namely:
a. Managing Director and
b. Manager
SECRETARY
149. The Directors shall from time to time appoint a Secretary and at their
discretion remove any such Secretary to perform any functions, which by
the Act are to be performed by the Secretary and to execute any other
ministerial or administrative duties, which may from time to time be
assigned to the Secretary by the Directors. The Director may also at any
time appoint any person or persons (who need not be the Secretary) to keep
the registers required to be kept by the Company.
THE SEAL, ITS CUSTODY AND USE
150. a. The Board shall provide a Common Seal for the purposes of the
Company and shall have power from time to time to destroy the same and
substitute a new seal in lieu thereof and the Board shall provide for
the safe custody of the Seal for the time being and the Seal shall
never be used except by the authority of the Board or a Committee of
the Board previously given.
b. The Company shall also be at liberty to have an official Seal in
accordance with Section 50 of the Act, for use in any territory,
district or place outside India.
DEED HOW EXECUTED
151. Every Deed Or Other instrument, to which the Seal of the Company is
required to be affixed, shall unless the same is executed by a duly
constituted attorney be signed by one Director or some other person
appointed by the Board for the purpose provided that in respect of the
Share Certificate the Seal shall be affixed in accordance with Rule 6 of
the Companies (Issue of Share Certificates) Rules, 1960.
DIVISION OF PROFITS
152. The profits of the Company, subject to any special rights relating thereto
created or authorised to be created by these Articles, shall be divisible
among the Members in proportion to the amount of capital paid-up or
credited as paid-up and to the period during the year for which the
capital is paid-up on the shares held by them respectively.
THE COMPANY IN GENERAL MEETING MAY DECLARE DIVIDENDS
153. Subject to the provisions of Section 205 of the Companies Act, 1956 the
Company in General Meeting may declare dividends, to be paid to its
Members according to their respective rights but no dividends shall exceed
the amount recommended by the Board, but the Company in General Meeting
may declare a smaller dividend.
INTERIM DIVIDEND
154. The Board may, from time to time, pay to the members such interim dividend
as in their judgement the position of the Company justifies.
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CAPITAL PAID-UP IN ADVANCE CARRYING INTEREST NOT TO EARN DIVIDEND
155. Where capital is paid in advance of calls, such capital may carry interest
but shall not be in respect thereof confer a right to dividend or
participate in profits.
DIVIDEND TO BE PAID PRO-RATA
156. a. Subject to the rights of persons, if any, entitled to shares with
special rights as to dividends, all dividends shall be declared and
paid according to the amounts paid or credited as paid on the shares
in respect whereof dividend is paid but if and so long as nothing is
paid upon any shares in the Company, dividends may be declared and
paid according to the amounts of the shares.
b. No amount paid or credited as paid on shares in advance of calls shall
be treated for the purpose of this regulation as paid on shares.
c. All dividends shall be apportioned and paid proportionately to the
amounts paid or credited as paid on the shares during any portion or
portions of the period in respect of which the dividend is paid. but
if any shares is issued on terms providing that it shall rank for
dividend as from a particular date such shares shall rank for dividend
accordingly.
RETENTION OF DIVIDENDS UNTIL COMPLETION OF TRANSFER UNDER ARTICLE 62
157. The Board may retain the dividends payable upon shares in respect of which
any person is, under Article 62 entitled to become a Member, which any
person under that Article is entitled to transfer, until such person shall
become a member in respect of such shares or shall duly transfer the same.
DIVIDEND, ETC. TO JOINT-HOLDERS
158. Any one of the several persons who are registered as the joint-holders of
any share may give effectual receipts for all dividends or bonus and
payment on account of dividends or bonus or other moneys payable in
respect of such shares.
NO MEMBER TO RECEIVE DIVIDEND WHILST INDEBTED TO THE COMPANY AND COMPANY'S
RIGHT TO REIMBURSEMENT THEREOF
159. No member shall be entitled to receive payment of any interest or dividend
in respect of his share or shares, whilst any money may be due or owing
from him to the Company in respect of such share or shares or otherwise
howsoever either alone or jointly with any other person or persons; and
the Board may deduct from the interest or dividend payable to any member
all sums of money so due from him to the Company.
TRANSFER OF SHARES TO BE REGISTERED
160. A transfer of shares shall not pass the right to any dividend declared
thereon before the registration of the transfer.
MANNER OF PAYMENT OF DIVIDEND
161. Unless otherwise directed, any dividend may be paid by cheque or warrant
or by a pay slip or receipt having the force of a cheque or warrant sent
through the post to the registered address of member or person entitled or
in case of joint holder to that one of them first named in the Register in
respect of the joint holder. Every such cheque or warrant shall be made
35
<PAGE>
payable to the order of the person to whom it is sent. The company shall
not be responsible for any cheque or warrant or pay slip or receipt lost
in transmission or for any dividend lost to the member or person entitled
thereto by the forged signature of any pay slip or receipt or the
fraudulent recovery of the dividend by any other means.
INTEREST ON DIVIDENDS
162. No unpaid dividend shall bear interest as against the Company. No
unclaimed dividend shall be forfeited by the Board unless the claim
thereto becomes barred by law and the Company shall comply with all the
provisions of Section 205A of the Act in respect of unpaid or unclaimed
dividend.
DIVIDEND AND CALL TOGETHER
163. Any General Meeting declaring a dividend may on the recommendation of the
Directors make a call on the Members of such amount as the meeting fixes,
but so that the call on each member shall not exceed the dividend payable
to him and so that the call may be made payable at the same time as the
dividend and the dividend may, if so arranged between the Company and the
Members, be set off against the call.
CAPITALISATION OF PROFITS
164. 1) The Company in General Meeting may, upon the recommendation of the
Board, resolve;-
a) that it is desirable to capitalise any part of the amount for the
time being standing to the credit of any of the company's reserve
accounts or to the credit of the profit and loss account, or
otherwise available for distribution; and
b) that such sum be accordingly set free for distribution in the
manner specified in clause (2) amongst the members who would have
been entitled thereto, if distributed by way of dividend and in
the same proportions.
2) The sum aforesaid shall not be paid in cash but shall be applied,
subject to the provisions contained in clause (3), either in or
towards:-
i) paying up any amounts for the time being unpaid on any shares
held by such member respectively;
ii) paying up in full, unissued shares of the company to be allotted
and distributed, credited as fully paid up to and amongst such
members in the proportions aforesaid; or
iii) partly in the way specified in sub-clause (i) and partly in that
specified in sub-clause (ii).
3) A share premium account and a capital redemption reserve account may,
for the purpose of this Regulation, only be applied in the paying up
of unissued shares to be issued to members of the company as fully
paid bonus shares.
4) The Board shall give effect to the resolution passed by the Company in
pursuance of this Regulation.
165. 1) Whenever such a resolution as aforesaid shall have been passed, the
Board shall:-
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<PAGE>
a) make all appropriation and application of the undivided profits
resolved to be capitalised thereby, and all allotments and issues
of fully paid shares, if any; and
b) generally do all acts end things required to give effect thereto.
2) The Board shall have full power:-
a) to make such provision, by the issue of fractional certificates
or by payment in cash or otherwise, as it thinks fit, for the
case of shares or debentures becoming distributable in fraction;
and also
b) to authorise any person to enter, on behalf of all the members
entitled thereto, into an agreement with the Company providing
for the allotment to them respectively, credited as fully paid
up, of any further shares to which they may be entitled upon such
capitalisation or (as the case may require) for the payment of by
the company on their behalf by the application thereto of their
respective proportion of the profits resolved to be capitalised,
of the amounts or any part of the amounts remaining unpaid on
their existing shares.
3) Any agreement made under such authority shall be effective and binding
on all such members.
BOARD REPORT
166. There shall be attached to every such balance sheet a report of the Board
as to the state of the Company's affairs and as to the amounts, if any,
which it proposes to carry to any reserves in such balance sheet and the
amount, if any, which it recommends should be paid by way of dividend; and
material changes and commitments, if any, affecting the financial position
of the Company which have occurred between the end of the financial year
of the company to which the balance sheet relates and the date of the
report. The Board's report shall so far as is material for the
appreciation of the state of the Company's affairs by its members and will
not in the Board's opinion be harmful to the business of the company or
any of its subsidiaries, deal with any changes which have occurred during
the financial year in the nature of the Company's business, in the
Company's subsidiaries or in the nature of the business carried on by them
and generally in the classes of business in which the company has an
interest and any other information as may be required by Section 217 of
the .Act, The Board shall also give the fullest information and
explanations in its report aforesaid or in an addendum to that report, on
every reservation, qualification or adverse remark contained in the
auditor's report. The Board's report and any addendum thereto shall be
signed by its Chairman if he is authorised in that behalf by the Board;
and when he is not so authorised, shall be signed by not less than two
Directors.
SIGNING OF BALANCE SHEET
167. The profit and loss account and balance sheet shall be signed by the
Secretary if any, and by not less than two Directors, one of whom shall be
a Managing Director if there is one provided that if there is only one
Director present in India at the time, the profit and loss account and
balance sheet shall be signed by such Director but in such a case there
shall be attached to the profit and loss account and balance sheet a
statement signed by such Director explaining the reason for non-compliance
with the aforesaid provision requiring the signature of Directors. The
profit and loss account shall be annexed to the balance sheet and the
auditor's report (including the auditor's separate, special or
supplementary report, if any), shall be attached thereto, and such report
shall be read before the Company in general meeting and shall be open to
inspection by any member.
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<PAGE>
RIGHTS OF MEMBERS TO COPIES OF BALANCE SHEET AND AUDITOR'S REPORT
168. The Company shall comply with the requirements of Section 219 of the Act.
DOCUMENTS AND NOTICES
SERVICE OF DOCUMENTS OR NOTICES ON MEMBERS BY THE COMPANY
169. A document or notice may be served or given by the Company on any member
either personally or by sending it by post to him to his registered
address, or (if he has no registered address in India) to the address
supplied by him to the Company for serving documents or notices on him.
MANNER OF SERVICE OF DOCUMENTS OR NOTICES
170. Where a document or notice is sent by post, service of the document or
notice shall be deemed to be effected by properly addressing; prepaying
and posting a letter containing the documents or notice, provided that
where a member has intimated to the Company in advance that documents or
notices should be sent to him under a certificate of posting or by
registered post with or without acknowledgement due and has deposited with
the Company a sum sufficient to defray the expenses of doing so, service
of the document or notice shall not be deemed to be effected unless it is
sent in the manner intimated by the Member and such service shall be
deemed to have been effected in the case of notice of a Meeting at the
expiration of forty-eight hours after the letter containing the document
or notice is posted and in any other case at the time of which the letter
would be delivered in the ordinary course of post.
BY ADVERTISEMENT
171. A document or notice advertised in a newspaper circulating in the city in
which the office of the Company is situated shall be deemed to be duly
served or sent on the day on which the Advertisement appears on or to
every Member who has no registered address in India and has not supplied
to the Company an address within India for the serving of documents on or
the sending of notice to him.
ON PERSONAL REPRESENTATIVES, ETC.
172. A document or notice may be served or given by the Company on or to
persons entitled to a share in consequence of the death or insolvency of a
member by sending it through the post in a prepaid letter addressed to
them by name or by the title of representative of the deceased, or
assignee of the insolvent or by any like description, at the address (if
any) in India supplied for the purpose by the persons claiming to be so
entitled or (until such an address) has been so supplied by serving the
documents or notice in any manner in which the same might have been given
if the death or insolvency had not occurred.
ON JOINT-HOLDERS
173. A document or notice may be served or given by the Company to the joint
holders of share by serving or giving the document or notice on or to the
joint holder named first in the register of members in respect of the
share.
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TO WHOM DOCUMENTS OR NOTICES MUST BE SERVED OR GIVEN
174. Documents or notices of every General Meeting shall be served or given in
some manner hereinbefore authorised on or to (a) every Member, (b) every
person entitled to a share in consequence of the death or insolvency of a
member and (c) the Auditor/s for the time being of the Company.
MEMBERS BOUND BY DOCUMENTS OR NOTICES SERVED ON OR GIVEN TO PREVIOUS
HOLDERS
175. Every person, who, by operation of law, transfer or other means
whatsoever, shall become entitled to any share shall be bound by every
document or notice in respect of such share. which prior to his name and
address being entered on the Register of Members, shall have been duly
served on or given to the person from whom he derives his title to such
share.
DOCUMENTS OR NOTICES BY COMPANY AND SIGNATURE THEREOF
176. Any document or notice to be served or given by the Company may be signed
by a Director or some person duly authorised by the Board of Directors for
such purposes and the signature thereto may be written, printed or
lithographed.
SERVICE OF DOCUMENTS OR NOTICE BY MEMBER
177. All documents or notices to be served or given by Members on or to the
Company or any officer at the office by post under a Certificate of
Posting or by Registered Post, or by leaving it at the office.
WINDING UP
DISTRIBUTION OF ASSETS
178. The Liquidator on any winding up (whether voluntary and supervision or
compulsory) may with the sanction of a Special Resolution, but subject to
the rights attached to any preference share capital, divide among the
contributories in specie any part of the assets of the Company and may,
with the like sanction, vest any part of the assets of the Company in
trustees upon such trusts for the benefit of the contributors, as the
liquidator, with the like sanction shall think fit.
INDEMNITY AND RESPONSIBILITY
OFFICER'S AND OTHERS RIGHT TO INDEMNITY
179. Every officer or agent for the time being of the Company shall be
indemnified out of the assets of the Company against all liability
incurred by him in relation to the business of the company in defending
any proceedings whether civil or criminal in which judgement is given in
his favour or in which he is acquitted or in connection with any
application under Section 633 of the Act in which relief is granted to him
by the Court.
DIRECTORS, MANAGERS ETC. NOT LIABLE FOR ACTS OF OTHERS
180. Subject to provisions of Section 201 of the Act no Director, Manager or
other Officer of the Company shall be liable for the act, receipts,
neglects of any other director or officer or for joining in any receipts
or other act for conformity or for any loss or expenses happening to the
company through the insufficiency or deficiency of title to any property
acquired by order of the directors, for and on behalf of the company or
for the insufficiency or deficiency of any
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<PAGE>
security in or upon which any of the moneys of the company shall be
invested or for any loss or damage arising from bankruptcy, insolvency or
tortious act of any person with whom any moneys, securities, or effects
shall be deposited or for any loss occasioned by an error of judgement or
oversight on his part, or for any other loss, damages or misfortunes
whatever which shall happen in the execution of the duties of this officer
or in relation thereto unless the same happens through his own dishonesty.
We the several persons whose names and addresses are subscribed below are
desirous of being formed into a Company in pursuance of this Articles of
Association and we respectively agree to take the number of shares in the
Capital of the Company set opposite to our respective names.
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------
Signature, Name, Address, Number of Equity Signature, Name, Address,
description and occupation of Shares taken by each description and occupation of
Subscribers Subscriber Witness
------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Nagavara Ramarao Narayana Murthy 1
(Son of Nagavara Ramarao) (One equity)
Flat 6, Padmanabhan Apartment,
1126/2, Shivajinagar,
Pune - 411 016
Consultant
Nadathur Srinivasa Raghavan 1
(Son of N. Sarangapani) (One equity)
5, "Ravikripa", Station Road,
Matunga (C. R.),
Bombay- 400019.
Consultant
VIPUL DEVENDRA
Senapathy Gopalakrishnan 1 KINKHABWALA
(Son of P. G. Senapathy) (One equity) (S/o. Devendra Vithaldas
Krishna Vihar, Kalapalayam Lane, Kinkhabwala)
Pathenchanthai, 14, Thakurdwar Road,
Trivandrum - 695 001. Zaveri Building, Bombay - 400 002.
Service
Consultant
Nandan Mohan Nilekani 1
(Son of M. R. Nilekani) (One equity)
37, Saraswatput,
Dharwar - 580 002.
KARNATAKA
Consultant
--------------------------
4
(Four equity)
------------------------------------------------------------------------------------
</TABLE>
