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EXHIBIT 3.1
The following set of Articles of Association of the Company have been adopted at
the Extra-ordinary General Meeting of the Company held on 25th February 2000 in
substitution of the then existing set of Articles of Association]
THE COMPANIES ACT, 1956
ARTICLES OF ASSOCIATION
OF
REDIFF.COM INDIA LIMITED
1. CONSTITUTION
1.1. The Regulations contained in Table "A" in the First Schedule to
the Companies Act, 1956 shall apply to this Company.
1.2. The Regulations for the management of the Company and for the
observance of the members thereof shall be such as contained in
these Articles subject however to the exercise of the statutory
powers of the Company in respect of repeal, additions,
alterations, substitution, modifications and variations thereto
as prescribed by the Companies Act, 1956.
2. INTERPRETATION
2.1. In these presents, the following words and expressions shall
have the following meanings, unless excluded by the subject or
context:
2.2. DEFINITIONS
2.2.1. 'The Act' means 'Companies Act, 1956' for the time being
in force and any amendment thereto.
2.2.2. Affiliate' means with respect to any Person (the
"Specified Person"), any Person other than the Specified
Person directly or indirectly controlling, controlled
by, or under direct or indirect common control with the
Specified Person.
For the purposes of this definition, the term "control"
when used with respect to any Person means the
beneficial ownership, directly or indirectly, more than
25% of the voting securities of such Person, or the
ability to control the composition or the decisions of
the Board of Directors, or the possession of the power
to direct or cause the direction of the management and
policies of such Person by virtue of the Articles or an
Agreement or contract or otherwise;
2.2.3. 'The Board' or 'The Board of Directors' means a meeting
of Directors duly called and constituted or as the case
may be the Directors assembled at a Board Meeting or the
requisite number of Directors entitled to pass a
circular resolution in accordance with these Articles.
2.2.4. 'The Company' or 'This Company' means REDIFF.COM INDIA
LIMITED or such other name as may be changed in
accordance with law.
2.2.5. 'Directors' means the Directors for the time being of
the Company or as the case may be the Directors
assembled at a Board Meeting and shall include Alternate
Directors.
2.2.6. "Fully diluted basis" means the shares then issued, all
the shares comprised in a proposed issue, the shares
underlying all outstanding
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warrants, stock options, convertible debentures and all
other similar securities of the Company.
2.2.7. 'Month' shall mean calendar month.
2.2.8. 'The Office' means the Registered Office of the Company.
2.2.9. 'Paid Up' shall include 'Credited as fully paid up'.
2.2.10. 'Persons' shall include any corporation as well as
individuals.
2.2.11. `Promoters' shall mean Mr. Ajit Balakrishnan, Mr. Arun
Nanda and Rediffusion Advertising Private Limited.
2.2.12. 'These Presents' or 'Regulations' means these Articles
of Association as originally framed or altered from time
to time and in force for the time being and include the
Memorandum of Association where the context so requires.
2.2.13. 'The Register' shall mean the Register of Members to be
kept as required by Section 150 of the Act.
2.2.14. 'The Seal' means the common seal for the time being of
the Company.
2.2.15. 'Section' means Section of the Act.
2.2.16. `Shares' shall mean the equity shares of the Company.
2.2.17. 'Shareholders' or 'Members' means the duly registered
holders from time to time of the shares of the Company.
2.2.18. 'Special Resolution' shall have the meaning assigned
thereto by Section 189 of the Act.
2.2.19. 'Written' or 'In writing' means written or printed or
partly written and partly printed or lithographed or
typewritten or reproduced by any other substitute for
writing.
2.2.20. 'Year' means the financial year of the Company as
defined in the Act.
2.3. INTERPRETATION
2.3.1. Words importing the masculine gender shall include the
feminine gender and vice versa.
2.3.2. Words importing the singular shall include the plural,
and vice versa.
2.3.3. Unless the context otherwise requires, words or
expressions contained in these regulations shall bear
the same meaning as in the Act or any statutory
modification thereof in force at the date at which these
regulations become binding on the Company.
3. CAPITAL
3.1 AUTHORISED CAPITAL
The Authorized share capital of the Company is Rs. 10,00,00,000
(Rupees Ten crores) divided into 2,00,00,000 (Two crore) equity
shares of Rs. 5 each (Rupees Five) with powers to increase or
reduce the same in accordance with the provisions of the
Companies Act, 1956". (#)
(#)Amended vide Resolution passed at the Extra-Ordinary General
Meeting held on 3rd May, 2000
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4. ISSUE OF FURTHER SHARES
4.1 SHARES AT THE DISPOSAL OF THE DIRECTORS
Subject to the provisions of these Articles and the Act, the
shares shall be under the control of the Directors who may,
subject to the provisions of sections 78 to 81 of the Act, allot
or otherwise, dispose off the same or any of them to such
Persons and in such proportion and on such terms and conditions
and either at a premium or at par or at a discount and at such
time and for such consideration as the Directors think fit. As
regards the allotment from time to time, the law in force, if
any, relating thereto, shall be complied with, provided that the
option or right to call of shares shall not be given to any
Person or Persons except with the sanction of the Company in
general meeting.
4.2 STOCK OPTION PLANS
The Directors are hereby authorized to issue equity shares or
debentures (whether or not convertible into equity shares) for
offer and allotment to such of the officers, employees, workers
and associates 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, workers and associates in accordance with
the terms and conditions of such scheme, plan or proposal as the
Directors may formulate and subject to such guidelines or
regulations as may be prescribed by any regulatory authority.
4.3 BUY-BACK OF SHARES
Subject to the provisions of section 77-A of the Act and such
other guidelines, rules and regulations as may be prescribed by
any regulatory authority in this regard, the Company shall have
the power to purchase its own shares and other specified
securities at such rates and on such terms and conditions as is
deemed fit by the Board.
4.3.1 Subject as aforesaid and unless otherwise agreed at a
meeting of the Board of Directors all subsequent
increases in capital by issue of further shares/
securities shall be on the following terms and
conditions :
a. They shall be offered to the existing shareholders in
proportion to their shareholding in the Company at the
same price and terms and conditions to all the
shareholders;
b. Shareholders shall have the right of renunciation in
favour of non-shareholder, in respect of the shares so
offered; and
c. The Board of Directors of the Company shall have the
right to issue the shares not subscribed to by the
existing shareholders, to any third party.
4.4 ISSUE OF PREFERENCE SHARES
Subject to the provisions of Section 80, the Company shall have
the power to issue any preference shares which are or at the
option of the Company, are to be liable to be redeemed and the
resolution authorizing such issue shall prescribe the manner,
terms and conditions of redemption.
4.5. RIGHTS ON DIVISION OF SHARE CAPITAL
4.5.1 If at any time the share capital is divided into
different classes of shares, the rights attached to any
class (unless otherwise provided by the terms of issue
of the shares of that class) may, subject to the
provisions of Sections 106 and 107, and whether or not
the Company is being wound up, be varied with the
consent in writing of the holders of three-fourths of
the issued shares of that class, or with the sanction of
a special resolution passed at a separate meeting of the
holders of the shares of that class.
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4.5.2 To every such separate meeting, the provisions of these
regulations relating to general meetings shall mutatis
mutandis apply, but so that the necessary quorum shall
be two persons at least holding or representing by proxy
one-third of the issued shares of the class in question.
4.6 RIGHTS NOT TO BE VARIED
The rights conferred upon the holders of the shares of any class
issued with preferred or other rights shall not, unless
otherwise expressly provided by the terms of issue of the shares
of that class, be deemed to be varied by the creation or issue
of further shares ranking pari passu therewith.
4.7 COMMISSION AND BROKERAGE ON ISSUE OF SHARES
4.7.1 The Company may exercise the powers of paying
commissions conferred by Section 76, provided that the
rate percent or the amount of the commission paid or
agreed to be paid shall be disclosed in the manner
required by that section.
4.7.2 The rate of the commission shall not exceed the rate of
five percent of the price at which the shares in respect
whereof the same is paid are issued or an amount equal
to five percent of such price, as the case may be.
4.7.3 The commission may be satisfied by the payment of cash
or the allotment of fully or partly paid shares or
partly in the one way and partly in the other.
4.7.4 The Company may also, on any issue of shares, pay such
brokerage as may be lawful.
4.8 SHARE CERTIFICATES
4.8.1 Every person whose name is entered as a member in the
register of members shall be entitled to receive within
three months after allotment or within two months after
the application for the registration of transfer (or
within such other period as the conditions of issue
shall provide):
4.8.1.1 one certificate for all his shares without
payment; or
4.8.1.2 several certificates, each for one or more of
his shares, upon payment of one rupee for every
certificate after the first.
4.8.2 Every certificate shall be under the seal and shall
specify the shares to which it relates and the amount
paid up thereon.
4.8.3 In respect of any share or shares held jointly by
several persons, the Company shall not be bound to issue
more than one certificate, and delivery of a certificate
for a share to one of several joint holders shall be
sufficient delivery to all such holders.
4.9 LOSS OF A SHARE CERTIFICATE
If a share certificate is defaced, lost or destroyed, it may be renewed
on payment of such fee, if any, not exceeding [two rupees], and on such
terms, if any, as to evidence and indemnity and the payment of
out-of-pocket expenses incurred by the Company in investigating
evidence, as the Directors think fit.
5. CALLS ON SHARES
5.1 BOARD TO MAKE CALLS
The Board may, from time to time, make calls upon the members in
respect of any moneys unpaid on their shares (whether on account
of the nominal value of the shares or by way of premium) and not
by the conditions of allotment thereof made payable at fixed
times:
5.2 NOTICE TO MEMBERS
Each member shall, subject to receiving at least fourteen days'
notice specifying the time or times and place of payment, pay to
the Company, at the time or times and place so specified, the
amount called on his shares. However, the time specified by the
Company in such notice shall be extended
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by the time required by the shareholder to obtain the necessary
approvals of Government or Regulatory authorities.
5.3 REVOCATION/POSTPONEMENT OF CALLS
A call may be revoked or postponed at the discretion of the
Board.
5.4 BOARD RESOLUTION
A call shall be deemed to have been made at the time when the
resolution of the Board authorising the call was passed and may
be required to be paid by installments.
5.5 LIABILITY TO PAY CALLS
5.5.1 The joint holders of a share shall be jointly and
severally liable to pay all calls in respect thereof.
5.5.2 Any sum which by the terms of issue of a share becomes
payable on allotment or at any fixed date, whether on
account of the nominal value of the share or by way of
premium, shall, for the purposes of these regulations,
be deemed to be a call duly made and payable on the date
on which by the terms of issue such sum becomes payable.
5.5.3 In case of non-payment of such sum, all the relevant
provisions of these regulations 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.
5.6 INTEREST ON DELAY IN PAYMENT OF CALLS
5.6.1 If a sum called in respect of a share is not paid before
or on the day appointed for payment thereof, the person
from whom the sum is due shall pay interest thereon from
the day appointed for payment thereof to the time of
actual payment calculated at the prime lending rate of
the State Bank of India, existing on the date of
default, plus 18% per annum or at such lower rate, as
the Board may determine.
5.6.2 The Board shall be at liberty to waive payment of any
such interest wholly or in part.
5.7 CALLS IN ADVANCE
The Board:
5.7.1 may, if it thinks fit, receive from any member willing to
advance the same, all or any part of the moneys uncalled and
unpaid upon any shares held by him; and
5.7.2 upon all or any of the moneys so advanced, may (until the same
would, but for such advance, become presently payable) pay
interest at such rate not exceeding, unless the Company in
general meeting shall otherwise direct, six percent per annum,
as may be agreed upon between the Board and the member paying
the sum in advance.
6. GENERAL AUTHORITY
6.1 AUTHORITY IN ACCORDANCE WITH THE ACT
Wherever in the Act it has been provided that the Company shall
have any right, privilege or authority or that the Company could
carry out any transaction only if the Company is so authorised
by its Articles, then and in that case by virtue of this
Regulation, the Company is hereby specifically authorised,
empowered and entitled to have such right, privilege or
authority, to carry out such transactions as have been permitted
by the Act without there being any separate Regulations in that
behalf, herein provided. Without limiting the general authority
conferred under this Article, the Company shall have the
following rights, privileges, authorities to carry out the
transactions as set out below under the relevant sections of the
Act:
6.1.1 To pay commission on issue of Shares & Debentures.
6.1.2 To issue redeemable, cumulative Preference Shares.
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6.1.3 To accept unpaid share capital although not called up.
6.1.4 To pay dividend in proportion to amount paid-up.
6.1.5 To alter the share capital of the Company.
6.1.6 To reduce the share capital of the Company.
6.1.7 To alter the rights of shareholders.
6.1.8 To pay interest out of capital.
6.2 INCREASE IN SHARE CAPITAL
The Company may, from time to time, by ordinary resolution increase the
authorised share capital by such sum, to be divided into shares of such
amount, as may be specified in the resolution.
6.3 CONSOLIDATION, SUB-DIVISION AND CANCELLATION OF SHARES
The Company may, by ordinary resolution:
6.3.1 consolidate and divide all or any of its share capital
into shares of larger amount than its existing shares;
6.3.2 sub-divide its existing shares or any of them into
shares of smaller amount that is fixed by the
memorandum, subject, nevertheless, to the provisions of
Clause (d) of sub-section (1) of Section 94; and
6.3.3 cancel any shares which, at the date of the passing of
the resolution, have not been taken or agreed to be
taken by any person.
6.4 REDUCTION OF CAPITAL
The Company may, by special resolution, reduce in any manner and
with, and subject to, any incident authorised and consent
required by law:
6.4.1 its share capital;
6.4.2 any capital redemption reserve amount; or
6.4.3 any share premium account.
7. TRANSFER AND TRANSMISSION OF SHARES
7.1 INSTRUMENT OF TRANSFER
7.1.1 The instrument of transfer of any share in a Company
shall be executed by or on behalf of both the transferor
and transferee.
7.1.2 The transferor shall be deemed to remain a holder of the
share until the name of the transferee is entered in the
Register of Members in respect thereof.
7.2 REFUSAL TO TRANSFER
7.2.1 Subject to the provisions of by Section 111A of the Act,
the Board may, at its own 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 is
already a member), but any such refusal shall be
conveyed to the transferee and the transferor within one
month from the date on which the instrument of transfer
was lodged with the Company.
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7.2.2 THE COMPANY SHALL INCUR NO LIABILITY FOR DISREGARD OF A
NOTICE PROHIBITING REGISTRATION OF A TRANSFER
Neither the Company nor the Directors shall incur any
liability or responsibility whatsoever in consequence of
their 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 shares, notwithstanding the
Company and the Directors may have any notice of such
equitable right, title or interest or notice prohibiting
the registration of such transfer and may have entered
such notice or reference thereto, in any book of the
Company , and neither the Company nor the Directors
shall be bound or required to regard or attend or give
effect to any such notice. However, the Company and the
Directors, shall nevertheless be at liberty to regard
and attend to any such notice and give effect thereto if
they shall so think fit.
7.2.3 The Board may also decline to recognise any instrument
of transfer unless:
7.2.3.1 a fee of two rupees is paid to the Company in
respect thereof;
7.2.3.2 the instrument of transfer is accompanied by the
certificate of the shares to which it relates,
and such other evidence as the Board may
reasonably require to show the right of the
transferor to make the transfer; and
7.2.3.3 the instrument of transfer is in respect of only
one class of shares.
7.2.4 Subject to the provisions of Section 154, the
registration of transfers may be suspended at such times
and for such periods as the Board may
7.2.5 Provided that such registration shall not be suspended
for more than thirty days at any one time or for more
than forty-five days in the aggregate in any year.
7.3 TRANSMISSION OF SHARES
7.3.1 The Company shall be entitled to charge a fee not
exceeding two rupees on the registration of every
probate, letters of administration, certificate of death
or marriage, power of attorney, or other instrument,
where applicable.
7.3.2 In case of liquidation or winding up of any Shareholder
being a company, the shares of such Shareholder shall be
transferred to the other solvent Shareholders of the
Company in proportion to their shareholding in the
Company.
7.3.3 On the death of a member, being an individual, the
survivor or survivors where the member was a joint
holder, and his legal representatives where he was a
sole holder, shall be the only persons recognised by the
Company as having any title to his interest in the
shares.
7.3.4 Nothing shall affect release the estate of a deceased
joint holder from any liability in respect of any share
which had been jointly held by him with other persons.
7.3.5 Any person becoming entitled to a share in consequence
of the death or insolvency of a member may, upon such
evidence being produced as may hereinafter provided,
elect, either:
7.3.5.1 to be registered himself as holder of the share;
or
7.3.5.2 to make such transfer of the share as the
deceased or insolvent member could have made.
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7.3.6 The Board shall, in either case, have the same right to
decline or suspend registration as it would have had, if
the deceased or insolvent member had transferred the
share before his death or insolvency.
7.3.7 If the person so becoming entitled shall elect to be
registered as holder of the share himself, he shall
deliver or sent to the Company a notice in writing
signed by him stating that he so elects.
7.3.8 If the person aforesaid shall elect to transfer the
share, he shall testify his election by executing a
transfer of the share.
7.3.9 All the limitations, restrictions and provisions of
these regulations relating to the right to transfer and
the registration of transfers of shares shall be
applicable to any such notice or transfer as aforesaid
as if the death or insolvency of the member had not
occurred and the notice or transfer were a transfer
signed by that member.
7.3.10 A person becoming entitled to a share by reason of the
death or insolvency of the holder shall be entitled to
the same dividends and other advantages to which he
would be entitled if he were the registered holder of
the share, except that he shall not before being
registered as a member in respect of the share, be
entitled in respect of it to exercise any right
conferred by membership in relation to meetings of the
Company:
7.3.11 Provided that the Board may, at any time, give notice
requiring any such person to elect either to be
registered himself or to transfer the share, and if the
notice is not complied with within ninety days, the
Board may thereafter withhold payment of all dividends,
bonuses or other moneys payable in respect of the share,
until the requirements of the notice have been complied
with.
8. LIEN ON SHARES
8.1 COMPANY TO HAVE FIRST LIEN
The Company shall have a first and paramount lien:
8.1.1 on every share (not being a fully-paid share), for all
moneys (whether presently payable or not) called, or
payable at a fixed time, in respect of the said share;
and
8.1.2 on all shares (not being fully-paid shares) standing
registered in the name of a single person, for all
moneys presently payable by him or his estate to the
Company in respect of the said shares.
8.1.3 Provided that the Board of Directors may at any time
declare any share to be wholly or in part exempt from
the provisions of this clause.
8.2 LIEN TO EXTEND TO ALL DIVIDENDS PAYABLE
The Company's lien, if any, on a share shall extend to all
dividends payable thereon.
8.3 RIGHTS OF THE COMPANY OVER THE SHARES ON WHICH COMPANY HAS A
LIEN
8.3.1 The Company may sell, in such manner as the Board thinks
fit, any shares on which the Company has a lien.
8.3.2 Provided that no sale shall be made:
8.3.2.1 unless a sum in respect of which the lien exists is
presently payable; or
8.3.2.2 until the expiration of fourteen days after a notice in
writing stating and demanding payment of such part of
the amount in respect of which the lien exists as is
presently payable, has been given to the registered
holder for the time being of the share or the person
entitled thereto by reason of his death or insolvency.
8.4 PROCEDURE FOR SALE
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8.4.1 To give effect to any such sale, the Board may authorise
some person to transfer the shares sold to the Purchaser
thereof.
8.4.2 The Purchaser shall be registered as the holder of the
shares comprised in any such transfer.
8.4.3 The Purchaser shall not be bound to see to the
application of the purchase money, nor shall his title
to the shares be affected by any irregularity or
invalidity in the proceedings in reference to the sale.
8.5 PROCEEDS OF SALE
8.5.1 The proceeds of the sale shall be received by the
Company and applied in payment of such part of the
amount in respect of which the lien exists as is
presently payable.
8.5.2 The residue, if any, shall be paid to the person
entitled to the shares at the date of the sale, subject
to a like lien for sums not presently payable as existed
upon the shares before the sale.
9. FORFEITURE OF SHARES
9.1 SERVICE OF NOTICE
Subject to the provisions of Article 5.2 above, if a member
fails to pay any call, or installment of a call, on the day
appointed for payment thereof, the Board may, at any time,
thereafter during such time as any part of the call or
installment remains unpaid, serve a notice on him requiring
payment of so much of the call or installment as is unpaid
together with any interest which may have accrued.
9.2 NOTICE
The notice aforesaid shall:
9.2.1 name a further day (not being earlier than the expiry of
fourteen days required by the notice is to be made; and
9.2.2 state that, in the event of non-payment on or before the
day so named, the shares in respect of which the call
was made will be liable to be forfeited.
9.3 FORFEITURE
If the requirements of any such notice as aforesaid are not
complied with, any share in respect of which the notice has been
given may, at any time thereafter, before the payment required
by the notice has been made, be forfeited by a resolution of the
Board to that effect.
9.4 TREATMENT OF FORFEITED SHARES
9.4.1 A forfeited share may be sold or otherwise disposed of
on such terms and in such manner as the Board thinks
fit.
9.4.2 At any time before a sale or disposal as aforesaid, the
Board may cancel the forfeiture on such terms as it
thinks fit.
9.4.3 A duly verified declaration in writing that the
declarant is a director (the managing agent, the
secretaries and treasurers), the manager or the
secretary of the Company, and that a share in the
Company has been duly forfeited on a date stated in the
declaration, shall be conclusive evidence of the facts
therein stated as against all persons claiming to be
entitled to the share.
9.4.4 The Company may receive the consideration, if any, given
for the share on any sale or disposal thereof and may
execute a transfer of the share in favour of the person
to whom the share is sold or disposed of.
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9.4.5 The Transferee shall thereupon be registered as the
holder of the share.
9.4.6 The Transferee shall not be bound to see to the
application of the purchase money, if any, nor shall his
title to the share be affected by any irregularity or
invalidity in the proceedings in reference to the
forfeiture, sale or disposal of the share.
9.5 LIABILITY OF A MEMBER WHOSE SHARES ARE FORFEITED
9.5.1 A person whose shares have been forfeited shall cease to
be a member in respect of the forfeited shares, but
shall, notwithstanding the forfeiture, remain liable to
pay to the Company all moneys which, at the date of
forfeiture, were presently payable by him to the Company
in respect of the shares.
9.5.2 The liability of such person shall cease if and when the
Company shall have received payment in full of all such
moneys in respect of the shares.
9.6 APPLICABILITY
The provisions of these regulations as to forfeiture shall apply in the
case of non-payment of any sum which, by the terms of issue of a share,
becomes payable at a fixed time, whether on account of the nominal value
of the share or by way of premium, as if the same had been payable by
virtue of a call duly made and notified.
10. CONVERSION OF SHARES INTO STOCK
10.1 BY COMPANY
The Company may, by ordinary resolution,:
10.1.1 convert any paid-up shares into stock; and
10.1.2 reconvert any stock into paid-up shares of any
denomination.
10.2 BY HOLDERS
10.2.1 The holders of stock may transfer the same or any part
thereof in the same manner as, and subject to the same
regulations under which, the shares from which the stock
arose might before the conversion have been transferred,
or as near thereto as circumstances admit:
10.2.2 Provided that the Board may, from time to time, fix the
minimum amount of stock transferable, so however that
such minimum shall not exceed the nominal amount of the
shares from which the stock arose.
10.3 RIGHTS AND PRIVILEGES OF HOLDERS OF STOCK
The holders of stock shall, according to the amount of stock
held by them, have the same rights, privileges and advantages as
regards dividends, voting at meetings of the Company, and other
matters, as if they held the shares from which the stock arose;
but no such privilege or advantage (except participation in the
dividends and profits of the Company and in the assets on
winding up) shall be conferred by an amount of stock which would
not, if existing in shares, have conferred that privilege or
advantage.
10.4 APPLICABILITY
Such of the regulations of the Company (other than those
relating to share warrants), as are applicable to paid-up shares
shall apply to stock and the words "share" and "shareholder" in
those regulations shall include "stock" and "stock-holder"
respectively.
11. SHARE WARRANTS
11.1 ISSUE OF SHARE WARRANTS
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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 person 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.
11.2 DEPOSIT OF SHARE WARRANTS
11.2.1 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 shares included
in the deposited warrant.
11.2.2 Not more than one person shall be recognised as
depositor of the share warrant.
11.2.3 The Company shall, on two days' written notice, return
the deposited share warrant to the depositor.
11.3 RIGHT TO VOTE
11.3.1 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 privilege of a
member at a meeting of the Company, or be entitled to
receive any notices from the Company.
11.3.2 The bearer of a share warrant shall be entitled in all
other respects to the same privileges and advantages as
if he were named in the register of members as the
holder of the shares included in the warrant, and he
shall be a member of the Company.
11.4 LOSS OF A SHARE WARRANT
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.
12. DIRECTORS
12.1 CONSTITUTION OF THE BOARD AND APPOINTMENT OF DIRECTORS
12.1.1 The Board of Directors of the Company shall comprise of
not less than three and not more than seven Directors.
The first Directors of the Company are
1. Ajit Balakrishnan
2. Diwan Arun Nanda
12.1.2 As on the date of adoption of these Articles of
Association, Mr. Ajit Balakrishnan is a director on the
board of the Company.
12.1.3 So long as the Promoters hold not less than 10% of the
issued, subscribed and paid up capital of the Company
the Promoters shall be entitled to appoint Mr. Ajit
Balakrishnan as a director on the board of the Company.
He shall not be liable to retire.
12.1.4 Mr. Ajit Balakrishnan shall be the Managing Director of
the Company and Mr. Arun Nanda shall be a director of
the Company.
12.1.5 The remaining directors shall be appointed by a system
of cumulative voting, the appointments being made once
in three years.
12.1.6 APPOINTMENT OF ADDITIONAL DIRECTORS
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The Board shall have power at any time, and from time to
time, to appoint a person as an additional director
provided that the number of Directors and additional
directors taken together shall not at any time, exceed
the maximum strength fixed for the Board by these
Articles. Any Director so appointed shall hold office
only upto the date of the next annual general meeting of
the Company but shall be eligible for re-appointment
subject to provisions of the Act and these Articles.
12.1.7 CASUAL VACANCY
Subject to the provision of Section 262 of the Act, in
the event a casual vacancy is caused in the office of
any of the Directors appointed as per the provisions of
these Articles, either by reason of his/her resignation,
death, or otherwise or as an addition to the Board, the
original party appointing the Director vacating office
shall have a right to appoint some other person as
Director in his/her place. Any appointment as aforesaid
shall be in writing and shall be signed by the
Shareholder appointing the original Director. ( ) Such
appointment shall take effect as from the date of its
receipt at the office of the Company or the date of
appointment specified in the notice, whichever is later
and subject to the provisions of the Act.
12.1.8 The continuing Directors may act notwithstanding any
vacancy in the Board; but, if and so long as their
number is reduced below the quorum fixed by the Act for
a meeting of the Board, the continuing directors or
director may act for the purpose of increasing the
number of directors to that fixed for the quorum, or of
summoning a general meeting of the Company, but for no
other purpose.
12.2 QUALIFICATION SHARES
A Director need not hold any qualification shares in the
Company.
12.3 ALTERNATE DIRECTOR
Subject to the provisions of the Act, the Board of Directors
shall have a right to appoint an Alternate Director to act for a
director (Original Director) during his absence.
12.4 CHAIRMAN
12.4.1 The Chairman shall preside at all meetings of the Board
as well as all General Meetings and Extraordinary
General Meetings of the Company.
12.4.2 As on the date of adoption of these Articles of
Association, Mr. Ajit Balakrishnan is the Chairman of
the board of the Company.
12.4.3 So long as the Promoters hold not less than 10% of the
issued, subscribed and paid up capital of the Company
the Promoters shall be entitled to appoint Mr. Ajit
Balakrishnan as Chairman of the Board of the Company.
12.4.4 The Chairman shall have a second or casting vote.
12.5 MANAGING DIRECTOR
12.5.1 The day to day management of the Company shall be vested
in the Managing Director subject to the superintendence,
guidance and direction of the Board of Directors.
12.5.2 As on the date of adoption of these Articles of
Association, Mr. Ajit Balakrishnan is the Managing
Director of the Company.
12.5.3 So long as the Promoters hold not less than 10% of the
issued, subscribed and paid up capital of the Company
the Promoters shall be entitled to appoint the Managing
Director of the Company.
12.5 ADMINISTRATIVE MATTERS
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12.5.1 The Company may exercise the powers conferred by Section
50 with regard to having an official seal for use
abroad, and such powers shall be vested in the Board.
12.5.2 The Company may exercise the powers conferred on it by
Sections 157 and 158 with regard to the keeping of a
foreign register; and the Board may (subject to the
provisions of those sections) make and vary such
regulations as it may think fit respecting the keeping
of any such register.
12.5.3 All cheques, promissory notes, drafts, hundis, bills of
exchange and other negotiable instruments, and all
receipts for moneys paid to the Company, shall be
signed, drawn, accepted, endorsed, or otherwise
executed, as the case may be, by such person and in such
manner as the Board shall from time to time by
resolution determine.
12.5.4 Register every Director present at any meeting of the
Board or of a committee thereof shall sign his name in a
register to be kept for that purpose.
12.6 QUORUM
12.6.1 The quorum for the Meeting of the Board necessary for
the transaction of business by the Board shall be at
least 2 (two) or one third of the total number of
Directors on the Board, whichever is higher. If within
half an hour of the time appointed for the meeting, a
quorum is not present, the meeting shall be adjourned.
No fresh notice of the meeting shall have to be given in
such case. However, the agenda shall not be changed in
any manner whatsoever.
12.7 MEETINGS
12.7.1 The Board of Directors may meet for the dispatch of
business, adjourn and otherwise regulate its meetings,
as it thinks fit.
12.7.2 A Director may, and the Company Secretary, on the
requisition of a Director shall, at any time, summon a
meeting of the Board.
12.8 NOTICE FOR HOLDING MEETING
12.8.1 22 clear days' notice of every meeting of the Board of
Directors shall be given in writing to every Director
(whether original or alternate) at his usual address,
whether in India or abroad. Where a notice of meeting is
required to be given to a Director abroad, the notice
shall be given simultaneously by a registered air mail
letter and by telefax on a telefax number if any
provided by such Director. A meeting of the Board may be
called by a shorter notice with the consent of majority
of Directors.
12.8.2 The Board shall meet at least once in every calendar
quarter. In addition to personal meetings, the Board may
act by circular resolution on any matter except matters
which by law may only be acted upon at a meeting. Such
draft of a proposed resolution must be circulated to
every member of the Board whether in India or not and to
Intel.
12.8.3 Every notice convening a meeting of the Board shall set
out the agenda in full and in sufficient details of the
business to be transacted there at and no item or
business shall be transacted at such meeting unless the
same has been stated at full and in sufficient details
in the said notice convening the meeting, provided
however that, subject to Article 13, with the consent of
a majority of all the directors present at the meeting,
any item or business not included in the agenda may be
transacted at the meeting.
12.9 AGENDA FOR CONVENING A BOARD MEETING AND DELEGATION OF POWERS
Every notice convening a meeting of the Board shall set out the
agenda of the business to be transacted at such meeting in full
and sufficient detail. In the meetings, only such agenda will be
placed as is specified in the notice or shorter notice to the
Directors and the agenda shall not be changed in any manner
unless prior approval of a majority of the Directors is
obtained.
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12.9.1 The Board may, subject to the provisions of the Act,
delegate any of its powers to committees consisting of
such member or members of its body as it thinks fit.
12.9.2 Any committees so formed shall, in the exercise of the
powers so delegated, conform to any regulations that may
be imposed on it by the Board.
12.9.3 A committee may elect a Chairman of its meetings.
12.9.4 If no such Chairman is elected, or if at any meeting,
the Chairman is not present within five minutes after
the time appointed for holding the meeting, the members
present may choose one of their number to be Chairman of
the meeting.
12.9.5 A committee may meet and adjourn as it thinks proper.
12.9.6 Questions arising at any meeting of a committee shall be
determined by a majority of votes of the members
present.
12.9.7 All acts done by any meeting of the Board or of a
committee thereof or by any person acting as a Director,
shall, notwithstanding that it may be afterwards
discovered that there was some defect in the appointment
of any one or more of such Directors or of any person
acting as aforesaid, or that they or any of them were
disqualified, be as valid as if every such director or
such person had been duly appointed and was qualified to
be a Director.
12.9.8 Save as otherwise expressly provided in the Act, a
resolution in writing, signed by all the members of the
Board or of a committee thereof, for the time being
entitled to receive notice of a meeting of the Board or
committee, shall be as valid and effectual as if it had
been passed at a meeting of the Board or committee, duly
convened and held.
13. MATTERS REQUIRING SPECIFIC CONSENT
13.1 All questions arising at the meeting of the Board shall be
decided by a majority of votes of the Directors present and
entitled to vote.
13.2 The Board shall not take any decision relating to the
determination of the timing and pricing of IPO without the
approval of the Directors appointed by shareholders controlling
more than 75% of the Shares of the Company.
14. REMUNERATION OF DIRECTORS
REMUNERATION OF DIRECTORS
14.1 Subject to the provisions of the Act, The remuneration of
Directors of the Company, including the sitting fees payable to
the Directors for 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 no Director shall be
entitled to a sitting fee in excess of Rs.2000/- for attending
the meetings of the Board.
14.2 If any Director being willing, shall be called upon to perform
extra services or special exertions or efforts (which expression
shall include work done by a Director as member of any committee
formed by the Directors) or to travel on the Company's business
the Board may arrange with such Director for such special
remuneration for such extra services or special exertions or
efforts either by way of a daily allowance or payment of a
lumpsum amount or otherwise as they may think fit.
14.3 The remuneration to be paid to the Managing Director of the
Company shall be as determined by the Board of Directors.
14.4 AB shall, if he so desires, subject to statutory and regulatory
approvals, if any, be entitled to remuneration and enjoy
perquisites which are commensurate with companies engaged in
similar businesses.
15. GENERAL POWERS OF THE BOARD
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The Board of Directors shall be entitled to exercise all such powers and
to do all such acts and things as the Company is authorised to exercise
and do, provided that the Board shall not exercise any power or do any
act or thing, which is directed or required by the Act or any other
provisions of law or by the Memorandum of Association of the Company or
by these Articles to be exercised or done by the Company in General
Meeting.
16. DIRECTORS MAY CONTRACT WITH THE COMPANY
16.1 Any Director or other persons referred to in Section 314 of the
Act may be appointed to or hold any office or place of profit in
the Company or in any subsidiary of the Company, in accordance
with the provisions of Section 314 of the Act.
16.2 A Director of this Company may be or become Director of any
other Company promoted by this Company or in which it may be
interested as vendor, shareholder or otherwise and no such
Director shall be accountable for any benefits received as a
director or member of such Company.
16.3 Subject to the provisions of Section 297 of the Act, a Director
shall not be disqualified from contracting with the Company
either as vendor or purchaser of goods, materials or services or
for underwriting the subscription of any shares in or debentures
of the Company nor shall any such contract or arrangement
entered into by or on behalf of the Company with a relative of
such Director, or a firm in which such Director or relative is a
partner or with any other partner in such firm or with a private
Company of which such Director is a member or director, be
avoided nor shall any Director so contracting or being such
member or so interested be liable to account to the Company for
any profit realised by any such contract or arrangement by
reason of such Director holding office or of the fiduciary
relation thereby established.
17. GENERAL MEETING
17.1 The Company shall in each year hold a General Meeting as its
Annual General Meeting in additional to any other meetings in
that year. All General Meetings, other than Annual General
Meetings, shall be called Extraordinary General Meetings. The
Annual General Meeting shall be held within six months after the
expiry of such financial year, provided that not more than
fifteen months shall lapse between the date of one Annual
General Meeting and that of the next. Nothing contained in the
foregoing provisions shall be taken as affecting the right
conferred upon the Register under the provision of Section 166
(I) of the Act to extend the time within which any Annual
General Meeting may be held. Every Annual General Meeting shall
be called for a time during business hours, on a day that is not
a public holiday, and shall be held at the Office of the Company
or at some other place within the city in which the Office of
the Company is situated as the Board may think and determine and
the notices calling the Meeting shall specify it as the Annual
General Meeting. Every member of the Company shall be entitled
to attend either in person or by proxy and the Auditor of the
Company shall have the right to attend and to be heard at any
General Meeting which he attends on any part of the business
which concerns him as Auditor. At every Annual General Meeting
of the Company, there shall be laid on the table the Directors'
Report and Audited Statement of Accounts, Auditors Report (if
not already incorporated in the Audited Statement of Accounts),
the proxy Register with proxies and the Register of Directors'
shareholding which Register shall remain open and accessible
during the continuance of the meeting. The Board of Directors
shall prepare the Annual List of Members, Summary of the Share
Capital, Balance Sheet and Profit and Loss Account forward the
same to the Registrar in accordance with Sections 159, 161 and
220 of the Act.
17.2 The Board may, whenever it thinks fit, call an Extraordinary
General Meeting.
17.3 Twenty-one days notice at least of every General Meeting, Annual
or Extraordinary, and by whomsoever called, specifying the day
place and hour of meeting, and the general nature of the
business to be transacted thereat, shall be given in the manner
hereinafter provided, to such persons as are under these
Articles entitled to receive notice from the Company, provided
that in the case of an Annual General Meeting, with the consent
in writing of all the members entitled to vote there at, and in
case of any other meeting with the consent of members holding
not less than 95 percent of such part of the paid up share
capital of the Company as gives a right to vote at the meeting,
a meeting may be convened by a shorter notice. In the case of an
Annual General Meeting, if any business other than (I) the
consideration of the accounts, balance sheets and report of
Board and the Auditors, (ii) the declaration of dividend, (iii)
the appointment of Directors in place of those retiring, (iv)
the appointment of, and fixing the remuneration of, the
Auditors, if to be transacted and in the case of any other
meeting in any event, there shall be annexed to the notice
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of the meeting a statement setting out all material facts
concerning each such item of business, including in particular
the nature and extent of the interest, if any, therein of every
Director and the Manager (if any), where any such item of
special business relates to, or affects any other company, the
extent of shareholding interest is not less than 20 percent of
the paid-up share capital of that other company. Where any item
of business consists of the according of approval to of the
members, or the non-receipt thereof, shall not invalidate any
resolution the notice or notices upon which it was convened.
18. PROCEEDINGS AT GENERAL MEETINGS
18.1 QUORUM
18.1.1 No business shall be transacted at any general meeting
unless a quorum of members is present at the time when
the meeting proceeds to business.
18.1.2 Save as herein otherwise provided, five members present
in person shall be a quorum.
18.2 CHAIRMAN TO PRESIDE
The Chairman, if any, of the Board shall preside as Chairman at
every General Meeting of the Company.
18.3 DIRECTORS TO ELECT CHAIRMAN
If there is no such Chairman, or if he is not present within
fifteen minutes after the time appointed for holding the
meeting, or is unwilling to act as Chairman of the meeting, the
Directors present shall elect one of their number to be Chairman
of the meeting.
18.4 MEMBERS TO ELECT CHAIRMAN
If at any meeting no Director is willing to act as Chairman or
if no Director is present within fifteen minutes after the time
appointed for holding the meeting, the members present shall
choose one of their number to be Chairman of the meeting.
18.5 ADJOURNMENT
18.5.1 The Chairman may, with the consent of any meeting at
which a quorum is present, and shall, if so directed by
the meeting, adjourn the meeting.
18.5.2 No business shall be transacted at any adjourned meeting
other than the business left unfinished at the meeting
from which the adjournment took place.
18.5.3 When a meeting is adjourned for thirty days or more,
notice of the adjourned meeting shall be given as in the
case of an original meeting.
18.5.4 Save as aforesaid, it shall not be necessary to give any
notice of an adjournment or of the business to be
transacted at an adjourned meeting.
18.6 OTHER BUSINESS
Any business other than that upon which a poll has been demanded
may be proceeded with, pending the taking of the poll.
19. VOTING
19.1 At any General Meeting a resolution put to vote of a meeting
shall be decided on a show of hands unless a poll is demanded
before or on the declaration of the result of the show of hands.
A poll shall be demanded by a member or members present in
person or by proxy and holding shares which confer a power to
vote on the resolution not being less than 1/10th of the total
voting power or on which an aggregate sum of Rs.50,000/- has
been paid-up. The demand for a poll may be withdrawn at any
point of time by the person or persons who made the demand.
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19.2 Subject to any rights or restrictions attached to any shares, on
a show of hands every member who (being an individual) is
present in person or by proxy, or (being a corporation) is
present by a duly authorized representative, not being himself a
member entitled to vote, shall have one vote and on a poll every
member present in person or by proxy, shall be in proportion to
his share of the paid-up equity capital of the Company.
19.3 JOINT HOLDERS
19.3.1 In the case of joint holders, the vote of the senior who
tenders a vote, whether in person or by proxy, shall be
accepted to the exclusion of the votes of the other
joint holders.
19.3.2 For this purpose, seniority shall be determined by the
order in which the names stand in the register of
members.
19.4 VOTING BY A PERSON OF UNSOUND MIND
A member of unsound mind, or in respect of whom an order has
been made by any Court having jurisdiction in lunacy, may vote,
whether on a show of hands or on a poll, by his committee or
other legal guardian, and any such committee or guardian may, on
a poll, vote by proxy.
19.5 CALLS TO BE PAID
No member shall be entitled to vote at any general meeting
unless all calls or other sums presently payable by him in
respect of shares in the Company have been paid.
19.6 QUALIFICATION OF VOTER
19.6.1 No objection shall be raised to the qualification of any
voter except at the meeting or adjourned meeting at
which the vote objected to is given or tendered, and
every vote not disallowed at such meeting shall be valid
for all purposes.
19.6.2 Any such objection made in due time shall be referred to
the Chairman of the meeting, whose decision shall be
final and conclusive.
19.7 PROXY
19.7.1 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 registered office
of the Company not less than 48 hours before the time
for holding the meeting or adjourned meeting at which
the person named in the instrument proposes to vote, or,
in the case of a poll, not less than 24 hours before the
time appointed for the taking of the poll; and in
default the instrument of proxy shall not be treated as
valid.
19.7.2 An instrument appointing a proxy shall be in either of
the forms in Schedule IX to the Act or a form as near
thereto as circumstances admit.
19.7.3 A vote given in accordance with the terms of an
instrument of proxy shall be valid, notwithstanding the
previous death or insanity of the principal or the
revocation of the proxy or of the authority under which
the proxy was executed, or the transfer of the shares in
respect of which the proxy is given:
19.7.4 Provided that no intimation in writing of such death,
insanity, revocation or transfer shall have been
received by the Company at its office before the
commencement of the meeting or adjourned meeting at
which the proxy is used.
20. DIVIDENDS AND RESERVES
20.1 The profits of the Company shall be divisible subject to these
Articles among the members in proportion to the amount of
capital paid up on shares held by them respectively.
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20.2 The Board shall have authority to recommend the amounts, timing
and currency of payment of any dividend or other distribution to
be made by the Company.
20.3 The Company may at an Annual General Meeting or Extraordinary
General Meeting declare a dividend to be paid to the members
according to their rights and interest in the profits and may
fix the time for payments not exceeding forty two days from the
declaration thereof but no dividend shall exceed the amount
recommended by the Board.
20.4 If two or more persons are registered as joint holders of any
shares, any of such persons may give effectual receipts for any
dividends or other monies payable in respect of such shares.
20.5 The Company, in a General Meeting may, upon the recommendation
of the Board resolve to capitalize any part of the amount for
the time being standing to the credit of any of the Company's
reserve accounts, share premium account or to the credit of the
Profit and Loss Account, or otherwise available for distribution
as bonus shares to be applied for the pre-determined purpose.
20.6 The Board may from time to time pay to the members such interim
dividend as appears to be justified by the profits of the
Company.
21. AUDIT
21.1 The Company shall, at the Annual General Meeting, appoint an
Auditor or Auditors to hold office until the next Annual General
Meeting. Provided however, that the person to be appointed as an
Auditor from time to time shall be nominated shall be a reputed
firm of Chartered Accountants. The Auditors shall be appointed
and their duties shall be regulated in accordance with the
provisions of the Act.
21.2 At the end of each accounting year, an account of the business
carried on in that year will be made and the statement of
accounts, namely a Balance Sheet and Profit and Loss Account
shall be prepared and audited. The accounts shall be signed by
at least two Directors, one of whom shall be the Managing
Director.
21.3 The accounting year of the Company will end on 31st March of
each calendar year.
22. ACCOUNTS
22.1 The Board shall from time to time determine whether and to what
extent and at what times and places and under what conditions or
regulations, the accounts and books of the Company, or any of
them, shall be open to the inspection of members not being
Directors.
22.2 No member (not being a Director) shall have any right of
inspecting any account or book or document of the Company except
as conferred by law or authorised by the Board or by the Company
in general meeting.
23. CAPITALISATION OF PROFITS
23.1 The Company in general meeting may, upon the recommendation of
the Board, resolve:
23.1.1 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
23.1.2 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.
23.2 the sum aforesaid shall not be paid in cash but shall be
applied, subject to the provision contained in Clause 24.1,
either in or towards:
23.2.1 paying up any amounts for the time being unpaid on any
shares held by such members respectively;
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23.2.2 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
23.2.3 partly in the way specified in sub-clause 24.2.1 and
partly in that specified in sub-clause 24.2.2.
23.3 A share premium account and a capital redemption reserve
[account] may, for the purposes 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.
23.4 The Board shall give effect to the resolution passed by the
Company in pursuance of this regulation.
23.5 Whenever such a resolution as aforesaid shall have been passed,
the board shall:
23.6 make all appropriations and applications of the undivided
profits resolved to be capitalised thereby, and all allotments
and issues of fully paid shares, if any; and
23.7 generally do all acts and things required to give effect
thereto.
23.8 The Board shall have full power:
23.8.1 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 fractions; and
23.8.2 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 up by the Company on their behalf, by the
application thereto of their respective proportions of
the profits resolved to be capitalised, of the amounts
or any part of the amounts remaining unpaid on their
existing shares.
23.8.3 Any agreement made under such authority shall be
effective and binding on all such members.
24 ACCOUNTING POLICY
24.1 The records and the accounts of the Company will be maintained
in accordance with generally accepted accounting principles in
India, consistently applied and as well as with International
Accounting Principles. Such records and accounts shall be kept
at the offices of the Company and shall be made available during
normal business hours for inspection by members or their
representatives, as the case may be.
24.2 The Company shall provide to its Board of Directors on a monthly
basis and within 30 days of the prior month's end, accounting
statements, reporting or any other information. The minimum
level of reporting shall include income statements,
balance-sheets, and cash flow statements.
25. THE SEAL
25.1 The Board shall provide for the safe custody of the seal.
25.2 The seal of the Company shall not be affixed to any instrument
except by the authority of a resolution of the Board or of a
committee of the Board authorised by it in that behalf, and
except in the presence of at least two directors and of the
secretary or such other person as the Board may appoint for the
purpose, and those two directors and the secretary or other
person as aforesaid shall sign every instrument to which the
seal of the Company is so affixed in their presence. The seal of
the Company may be used outside India.
26. WINDING UP
26.1 In the event of winding up of the Company, the liquidator may,
with the sanction of a Special Resolution of the Company and any
other sanction required under the Act, divide amongst
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members, in specie or in kind the whole or any part of the
assets of the Company, whether they shall consist of property of
the same kind or not.
26.2 For the purpose aforesaid, the liquidator may set such value as
he deems fair upon any property to be divided as aforesaid and
may determine how much division shall be carried out as between
the members or different classes of members.
26.3 The liquidator may, with the like sanction, vest the whole or
any part of such assets in trustees upon such trusts for the
benefit of the contributories as the liquidator, with the like
sanction, shall think fit, but so that no member shall be
compelled to accept any shares or other securities whereon there
is any liability.
27. INDEMNITY
27.1 Subject to the provisions of Section 201 of the Act and so far
as such provisions permit, every Director, Manager, Secretary,
Auditor and other Officer or servant of the Company shall be
indemnified by the Company against any claim, and it shall be
the duty of the Directors, out of the funds, of the Company to
pay, all costs, losses and expenses which any such person may
incur or become liable to incur by reason of any contract
entered into or act or thing done by him as Director, Officer,
Auditor or Servant or in any way in the discharge of his duties
including traveling expenses, and the amount for which indemnity
is provided shall immediately attach as a lien on the property
of the Company and have priority as between the members over all
other claims.
27.2 The Company may indemnify any Director, Auditor or Officer of
the Company or any person employed by the Company or Auditor
against any liability incurred by him in defending any
proceedings whether civil or criminal in which judgment is given
in his favour or in which he is acquitted or discharged or in
connection with any application under Section 633 of the Act in
which relief is granted to him by the Court.
28. SECRECY
28.1 Every Director, Auditor, Executor, Trustee, Member of the
Committee, Officer, Servant, Agent, Accountant or other person
employed in the business of the Company shall be deemed to have
pledged himself to observe a strict secrecy in respect of all
transactions of the Company with the customers and the state of
the accounts with individuals in matters relating thereto and
shall be deemed to have pledged not to reveal any of the matters
which come to his knowledge in the discharge of his duties
except when required to do so by the Directors or by a Court of
Law as the case may be and except so far as may be necessary in
order to comply with any of the provisions in this presents
contained.
28.2 No member, not being a Director shall be entitled, except to the
extent expressly permitted by the Act or these Articles, to
enter upon the property of the Company or to require discovery
of any information respecting any detail of the Company's
trading or any matter which is or may be in the nature of a
trade secret, which may relate to the conduct of the business of
the Company and which, in the opinion of the Board, it will not
be expedient in the interest of the members of the Company to
communicate to the public.
29. INSPECTION
29.1 The Directors shall from time to time determine whether and to
what extent and at what time and place and under what conditions
or regulations, the accounts, books and documents of the Company
or any of them shall be open to the inspection of the members
and no member (not being a Director) shall have any right to
inspecting any accounts or books or documents of the Company
except as conferred by statue or authorised by the Directors or
by a resolution of the Company passed in a General Meeting.
29.2 The Books, Registers, and other documents required to be
maintained by the Company and kept open for inspection under
provision of the Act and particularly Sections 49, 118, 144,
163, 196, 301, 302, 304, 307 and 362 of the Act, shall be
available for inspection at the Registered Office of the Company
by the persons entitled thereto to the extent and in the manner
and on payment of the requisite fees, if any, specified in the
aforesaid provisions, between the hours of 10.30 am and 12.30
p.m. on each business day or between such other hours or such
other time as the Directors may from time to time determine.
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29.3 Provided, however, that the Registers required to be maintained
under Section 307 of the Act shall be open for inspection of the
members and holders of debentures of the Company between the
above mentioned hours only during the period prescribed by
Section 307 of the Act.
30. SHAREHOLDERS' RIGHTS AGREEMENT
The Amended and Restated Shareholders' Rights Agreement dated 24th
February 2000 shall form part of these Articles of Association as duly
amended from time to time.
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