<PAGE>
EXHIBIT 3.1
ARTICLES OF ASSOCIATION
OF
WIPRO LIMITED
I. CONSTITUTION OF THE COMPANY
Table A not to 1. Wipro Limited is established with Limited Liability in
apply accordance with and subject to the provisions of the
Indian Companies Act, 1913, but none of the Regulations
contained in the Table marked A in Schedule I to the
Companies Act, 1956, shall be applicable to the Company
except so far as the said Act or any modification there
otherwise expressly provides.
Company to be The Regulations for management of the Company and for
governed by the observance of the members thereof and their
these Articles representatives shall subject as provided in Article I
and to any exercise of the statutory powers of the
Company in reference to the repeal or alteration of, or
addition to, its regulations in the manner prescribed
by Section 31 of the Companies Act, 1956, be such as
are continued in these Articles.
II. INTERPRETATION
Interpretation 2. In the interpretation of these Articles, the following
clause words and expressions shall have the following
meanings, unless repugnant to the subject or context.
"Alter" "Alter" and "Alteration" shall include the making of
additions and omissions.
"Auditors" "Auditors" means those Auditors appointed under the
Articles and shall include other officers appointed by
the Company for the time being.
"A Company" "A Company" shall include a company as defined in
Section 3 of the Act.
"Board" "Board" means a meeting of the Directors duly called
and constituted or as the case may be, the Directors
assembled at a Board Meeting or acting by circular
under the Article or the Directors of the Company
collectively.
<PAGE>
"Body Corporate "Body Corporate" or "Corporation" includes a company
or Corporation" incorporated outside India but does not include (1) a
Corporation-sole, (2) a Co-operative Society registered
under any law relating to Co-operative Societies, (3)
any other body corporate which the Central Government
may by notification in the Official Gazette specify in
that behalf.
"The Company" or "The Company" or "This Company" means Wipro Limited
"This Company" established as aforesaid.
"The Companies "The Companies Act, 1956", "The said Act", or "The act"
Act 1956" "The and reference to any section or provision thereof
said Act" or respectively means and includes the Companies Act, 1956
"The Act" (Act I of 1956) and any statutory modification thereof
for the time being in force, and reference to the
section or provision of the said Act or such statutory
modification.
"Debenture" "Debenture" includes Debenture stock, bonds and other
securities of a Company whether constituting a charge
on the assets of the company or not.
"Directors" "Directors" includes any person occupying the position
of Director by whatever name called.
"Dividend" "Dividend" shall include bonus.
"Document" "Document" includes summons, notice, requisition,
order, other legal process and registers, whether
issued, sent or kept in pursuance of this or any other
Act or otherwise.
"Executor" or "Executor" or "Administrator" means a person who has
"Administrator" obtained probate or Letters of Administration, as the
case may be, from some competent Court having effect in
the State of Maharashtra and shall include the holder
of a Succession Certificate authorising the holder
thereof to negotiate or transfer the share or shares of
the deceased members, and shall also include the holder
of a Certificate granted by the Administrator-General
of Maharashtra.
"In writing" "In writing" or "Written" means written or printed or
partly written and partly or lithographed or
typewritten or reproduced by any other substitute for
writing.
"Month" "Month" means calendar month.
"Office" "Office" means the Registered Office for the time being
of the Company.
-2-
<PAGE>
"Ordinary & "Ordinary Resolution" and "Special Resolution" shall
Special have the meanings assigned to these terms by Section
Resolution" 189 of the Act.
"Paid-up" "Paid-up" includes credited as paid up.
"Public Holiday" "Public Holiday" means a public holiday within the
meaning of the Negotiable Instruments Act, 1881 (XXVI
of 1881) provided that no day declared by the Central
Government to be a public holiday shall be deemed to be
such a holiday in relation to any meeting unless the
declaration was notified before the issue of the notice
convening such meeting.
"Register of "Register of Members" or "Register" means the Register
Members" or of Members to be kept pursuant to Section 150 of the
"Register" said Act.
"Secretary" "Secretary" includes a deputy or assistant or temporary
Secretary and any person or persons appointed by the
Directors to perform any of the duties of a Secretary.
"Shareholders" "Shareholders" or "Members" means the duly registered
or "Members" holder from time to time of the shares of the Company,
but does not include a bearer of share-warrant of the
Company.
"The Seal" "The Seal" means the common seal of the Company for the
time being.
"These presents" "The presents" means and includes the Memorandum and
these Articles of Association, and the regulations the
Company from time to time in force.
"Variation" "Variation" shall include abrogation and "Vary" shall
include abrogate.
Singular Number Words importing the singular number include, where the
context admits or requires, the plural number and vice
versa.
Gender Words importing the masculine gender also include the
feminine gender.
Persons Words importing persons shall, where the context
requires, include bodies corporate and companies as
well as individuals.
Words and Subject as aforesaid, any words and expressions defined
expressions in the said Act as modified up to the date on which
defined in the these Articles become binding on the Company shall,
Companies Act, except where the subject or context otherwise requires,
1956 bear the same meanings in these Articles.
-3-
<PAGE>
Marginal Notes The Marginal notes and the headings given in these
and other Articles shall not affect the construction hereof.
Headings
Copies of the 3. The Company shall, on being so required by a member,
Memorandum and send to him within seven days of the requirement and
Articles to be subject to the payment of a fee of one rupee a copy
Furnished each of the following documents as in force for the
time being.
(a) The Memorandum
(b) the Articles, if any,
(c) every other agreement and every resolution
referred to in Section 192, if and in so far as
they have not been embodied in the Memorandum or
Articles.
III. CAPITAL
Capital and 4. The Authorised Share Capital of the Company is Rs.
Shares 720,000,000/-(Rupees Seven Hundred and Twenty Million)
divided into 235,000,000 (Two hundred and thirty five
million) Equity Shares of Rs.2/- (Rupees Two only) each
and 25,000,000 preference shares of Rs.10/- (Rupees Ten
only) each subject to being increased as hereinafter
provided and in accordance with the regulations of the
Company and the legislative provisions for the time
being in force. Subject to the provisions of the said
Act, the shares in the capital of the Company for the
time being whether original or increased or reduced may
be divided into classes, with any preferential
qualified or other rights, privileges, conditions or
restrictions attached thereto, whether in regard to
dividend, voting, return of capital or otherwise.
If and whenever the capital of the Company is divided
into shares of different classes, the rights of any
such class may be varied, modified, affected, extended,
abrogated or surrendered as provided by the said Act or
by Articles of Association or by the terms of issue,
but not further or otherwise.
Provisions of 5. The provisions of Section 85 to 90 of the Act in so far
Section 85 to as the same may be applicable to issue of share capital
90 of the Act shall be observed by the Company.
to apply
-4-
<PAGE>
Restrictions on 6. (a) The Directors shall have regard to the
allotment restrictions on the allotment of shares imposed by
Section 60, 70 and 73 of the said Act so far as
those restrictions are binding on the Company.
Commencement of (b) The Directors shall as regard to the restrictions
business on the commencement of business and the exercise
of borrowing powers imposed by Section 149 of the
said Act, so far as those restrictions are binding
on the Company, and subject as aforesaid, the
business of the Company may be commenced as soon
after the incorporation of the Company as the
Directors may think fit and notwithstanding that
part only of the shares may have been subscribed
for or allotted.
Commission for 7. (1) (i) The Company may at any time pay a
placing shares commission to any person in consideration
of his subscribing, or agreeing to
subscribe (whether absolutely or
conditionally) for any shares in or
debentures of the Company or procuring or
agreeing to procure subscription (whether
absolute or conditional) for any shares in
or debentures of the Company and the
provisions of Section 76 of the said Act
shall be observed and complied with. Such
commission shall not exceed 5 per cent of
the price at which the shares are issued or
2 1/2 per cent of the price at which such
debentures are issued, or an amount
equivalent to such percentage. Such
commission may be paid in cash or by the
allotment of shares.
(ii) The amount or rate percent of the
commission paid or agreed to be paid is; in
the case of Shares or Debentures offered to
the public for subscription disclosed in
the Prospectus, and in the case of Shares
or Debentures not offered to the public for
subscription disclosed in the statement in
lieu of Prospectus and filed before the
payment of the commission with the
Registrar and when a circular or notice,
not being a prospectus inviting
subscription for the shares or debentures
is issued also disclosed in that circular
or notice, and;
(iii) the number of shares or debentures which
persons have agreed to for commission to
subscribe absolutely or conditionally is
disclosed in the manner aforesaid,
(2) Save as aforesaid and save as provided in Section
79 of the Act,
-5-
<PAGE>
the Company shall not allot any of its shares or
debentures or apply any of its capital moneys,
either directly or indirectly, in payment of any
commission, discount or allowance, to any person
in consideration of:
(a) his subscribing or agreeing to subscribe,
whether absolutely or conditionally, for any
Shares in or Debentures of the Company, or
(b) his procuring or agreeing to procure
subscription whether absolutely or conditionally
for any Shares in or Debentures of the Company.
Whether the Shares, Debentures or money be so
allotted or applied by being added to the purchase
money of any property acquired by the Company or
to the contract price of any work, to be executed
for the Company or the money be paid out of the
nominal purchase money of contract price, or
otherwise.
(3) Nothing in this clause shall effect the power of
the Company to pay such brokerage as it may
consider reasonable.
(4) A Vendor to, promoter of, other person who
receives payment in shares, debentures or money
from the Company shall have and shall be deemed
always to have had power to apply any part of the
shares, debentures or money so received in payment
of any commission the payment of which, if made
directly by the Company, would have been legal
under this Articles.
(5) The commission may be paid or satisfied (subject
to the provisions of the Act and these Articles)
in cash or in share, debentures or debenture stock
of the Company.
Company not to 8. Except as provided by the Act, the Company shall not,
give financial except by reduction of capital under the provision of
assistance for Sections 100 to 104 or Section 402 of the said Act, buy
purchase of its its own shares nor give, whether directly or
own shares indirectly, and whether by means of a loan, guarantee,
provision of security or otherwise any financial
assistance for the purpose of or in connection with a
purchase or subscription made or to be made by any
person of or for any shares in the Company or in its
holding company.
Provided that nothing in this Article shall be taken to
prohibit:
8.1(a) the provision, in accordance with any scheme for
the time being in force, of money for the purpose
of, or subscription for, fully paid
-6-
<PAGE>
shares in the Company or its holding Company being
a purchase or subscription by trustees of or for
shares to be held by or for the benefit of
employees of the Company including any Director
holding a salaried office or employment in the
Company; or
8.1(b) the making by the Company of loans within the
limit laid down in sub-section (3) Section 77 of
the Act to persons (other than Directors, Managing
Agents, or Managers) bonafide in the employment of
the Company, with a view to enabling those persons
to purchase or subscribe for fully paid shares in
the Company or its holding company to be held by
themselves by way of beneficial ownership.
No loan made to any person in pursuance of clause
(b) of the foregoing proviso shall exceed the
amount of his salary or wages at that time for a
period of six months.
Nothing in this clause shall affect the right of a
company to redeem any shares issued under Section
80.
Buy back of 8.2 Notwithstanding what is stated in Articles 8.1 above,
Shares in the event it is permitted by the Law and subject to
such conditions, approvals or consents as may be laid
down for the purpose, the Company shall have the power
to buy-back its own shares, whether or not there is any
consequent reduction of Capital. If and to the extent
permitted by Law, the Company shall also have the power
to re-issue the shares so bought back.
Payment of 9. Where any shares are issued for the purpose of raising
interest out of money to defray the expenses of the construction of any
capital work or building or the provision of any plant, which
cannot be made profitable for a length period, the
Company may pay interest on so much of that share
capital as is for 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 work or building or the provision
of the plant. The Articles relating to dividends shall,
where the context permits, apply to Interest paid under
this Article.
Issue of shares 10. (a) The Company shall have power to issue shares at a
at a premium premium and shall duly comply with the provision
of Sections 78 of the said Act and Article 80
hereof.
(b) The Company shall have power in accordance with
the provisions of Section 79 of the Act under the
authority of a resolution of the Company
sanctioned by the Court to issue shares at a
discount.
-7-
<PAGE>
11. The Company may, subject to the provisions of Section
80 of the said Act, issue preference shares which are,
Issue of or at the option of the Company are to be liable, to be
redeemable redeemed and may redeem such shares in any manner
preference provided in the said section and may issue shares up to
shares the nominal amount of the shares redeemed or to be
redeemed as provided in sub-section 4 of the said
section. Where the Company has issued redeemable
preference shares the provisions of the said section
shall be complied with. The manner in which such shares
shall be redeemed, shall be as provided by Article 88
unless the terms of issue otherwise provide.
IV. SHARES AND SHAREHOLDERS
Register of 12. The Company shall cause to be kept a Register of
Members Members in accordance with Section 150 and index of
members in accordance with Section 151 of the said Act,
Register and Index of Debenture-holders in accordance
with Section 152 of the Act. The Company shall have
power to keep branch registers of members or debentures
holders in any State or country outside India in
accordance with Section 157 of the Act.
The Company shall also comply with the provisions of
Sections 159 and 161 of the Act as to filing Annual
Returns.
The Company shall duly comply with the provisions of
Section 163 of the Act in regard to keeping of the
Registers, Indexes, copies of Annual Returns and giving
inspection thereof and furnishing copies thereof.
Shares to be 13. The shares in the capital shall be numbered
numbered progressively according to their several classes.
progressively
Shares at the 14. Subject to the provisions of the said Act and these
disposal of the Articles, the shares in the capital of the Company for
Directors 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 on such proportion and on such terms and
conditions and either at a premium or at par or
(subject to compliance with the provisions of Section
79 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 be allotted shares
of any class of the Company either at par or at premium
or subject 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 may allot and issue shares in the capital of
-8-
<PAGE>
the Company in lieu of services rendered to the Company
or in the conduct of its business; 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.
Every share 15. (a) The shares or other interest of any member in the
transferable Company shall be movable property transferable in
etc. the manner provided by the Articles of the
Company.
(b) Each share in the Company having a share capital
shall be distinguished by its appropriate number.
(c) Certificates of Shares:
A certificate under the Common Seal of the Company
specifying any shares held by any member shall be
prima facie evidence of the title of the member to
such shares.
Application of 16. (1) Where the Company issues shares at a premium,
premiums whether for cash or otherwise, a sum equal to the
received on aggregate amount of the value of the premiums on
issue of shares those Shares shall be transferred to an amount to
be called "the share premium account", and the
provisions of the Act relating to the reduction of
the Share Capital of a company shall except as
provided in this clause, apply as if the share
premium account were paid-up share capital of the
Company.
(2) The share premium account may, notwithstanding
anything in sub-clause (1) be applied by the
Company:
(a) paying up unissued shares of the Company to
be issued to members of the Company as fully
paid bonus shares;
(b) in writing off the expenses of, or the
commission paid or discount allowed on any
issue of shares or debentures of the
Company; or
(c) in providing for the premium payable on the
redemption of any redeemable preference
shares or of any debentures of the Company.
Further issue of 17. The Company shall comply with the provisions of Section
capital 81 of the Act with regard to increasing the subscribed
capital of the Company.
Sale of 18. If and whenever as the result of issue of new shares or
fractional any consolidation or subdivision of shares, any shares
become held by members in fractions
-9-
<PAGE>
shares the Directors shall subject to the provisions of the
Act and the Articles and to the directions of the
Company in general meeting, if any, sell those shares
which members hold in fractions for the best price
reasonably obtainable and shall pay and distribute to
and amongst the members entitled to such shares in due
proportion, the net proceeds of the sale thereof. For
the purpose of giving effect to any such sale the
Directors may authorise any person to transfer the
shares sold to the purchaser thereof comprised in any
such transfer and he shall not be bound to see to the
application of the purchase money nor shall his title
to the shares be effected by any irregularity or
invalidity in the proceedings in reference to the sale.
Acceptance of 19. An application signed by or on behalf of an application
shares for shares in the Company followed by an allotment of
shares therein, shall be an acceptance of shares within
the meaning of these Articles; and every person who
thus or otherwise accepts any shares or agrees to
become a member of the Company and whose name is
entered in its Register of Members shall, for the
purpose of the Articles, be a member of the Company.
The Directors shall comply with the provisions of
Sections 69, 70, 71 and 73 of the Act so far as
applicable.
Deposit and call 20. The money (if any) which the Directors shall, on the
etc. to be a allotment of any shares being made by them, require or
debt payable direct to be paid by way of deposits, calls or
immediately 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.
Calls on shares 21. Where any calls for further share capital are made on
of the same shares, such calls shall be made on a uniform basis on
class to be all shares, falling under the same class.
made on uniform
basis Explanation: For the purpose of this provision shares
of the same nominal value on which different amounts
have been paid up shall not be deemed to fall under the
same class.
Return of 22. The Directors shall cause to be made the returns as to
allotment all allotments from time to time made in accordance
with the provisions of Section 75 of the said Act.
Payment of calls 23. Subject to the provisions of Section 91 and 92 of the
said Act the Company may make arrangements on the issue
of shares for a difference between the holder of such
shares in the amount of calls to be paid and the time
of payment of such calls.
-10-
<PAGE>
Instalments on 24. If, by the conditions of allotment of any shares the
shares to be whole or part of the amount or issue price thereof shall
duly paid be payable by installments, every such installment
shall, when, due, be paid to the Company by the person
who for the time being and from time to time shall be
the registered holder of the shares or his legal
representative.
Liability of 25. Every member, or his executors or administrators or
members other representative, 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.
Liability of 26. If any share stands in the names of two or more persons
Jointholders all the jointholders of the share shall be severally as
well as jointly liable for the payment of all deposits,
instalments, and calls due in respect of such shares,
and for all incidents thereof according to the Company's
regulations; but the persons first named in the Register
shall, as regards service of notice, and all other
matters connected with the Company, except the transfer
of the share and any other matter by the said Act or
herein otherwise provided, be deemed the sole holder
thereof.
Registered 27. Save as herein or by laws otherwise expressly provided,
holder only the the Company shall be entitled to treat the registered
owner of the holder of any share as the absolute owner thereof, and
shares accordingly shall not, except as ordered by a Court of
competent jurisdiction, or as by statute required, be
bound to recognise any benami trusts whatsoever or
equitable, contingent, future, partial or other claim to
or interest in such share on the part of any other
person whether or not it shall have express or implied
notice thereof, and provisions of Section 153 of the Act
shall apply save as aforesaid, no notice of any trust
expressed, implied, or constructive, shall be entered on
the register; the Directors shall, however be at
liberty, at their sole discretion, to register any share
in the joint names of any two or more persons, and the
survivor or survivors of them.
V. CERTIFICATES
Certificate of 28. Subject to any statutory or other requirement having the
shares force of law governing the issue and signatures to and
sealing of certificate to shares and applicable to this
Company for the time being in force the certificate of
title to shares and the duplicate thereof when necessary
shall be issued under the seal of the Company which
shall be affixed in the presence of and signed by (1)
two Directors or persons acting on behalf of the
-11-
<PAGE>
Directors under a duly registered power of attorney and
(2) the Secretary or some other person appointed by the
Board for the purpose; a Director may sign a share
certificate by affixing 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 materials used for the purpose.
Members' right 29.1(a) Every member shall be entitled without payment to the
to Certificates certificate for all the Shares of each class or
denomination registered in his name, or if the
Directors so approve (upon paying such fees as the
Directors may from time to time determine) to several
certificates, each for one or of such Shares and the
Company shall complete such certificate within three
months after the allotment or such period as may be
determined at the time of the issue of such capital
whichever is longer or within two months after
registration of the transfer thereof as provided by
Section 113 of the Act. Every certificate of shares
shall have its distinctive number and be issued under
the Seal of the Company and shall specify the number
and denoting number of the shares in respect of which
it is issued and the amount paid thereon and shall be
in such form as the Directors shall prescribe or
approve provided that in respect of share or shares
held jointly by several persons, the Company shall
not be bound to issue more than one certificate and
the delivery of a certificate for a share or shares
to one of several joint-holders shall be deemed to be
sufficient delivery to all.
May be 29.1(b) A certificate of shares registered in the names of
delivered to any two or more persons, unless otherwise directed by
one of Joint- them in writing, may be delivered to any one of them
holders on behalf of them all.
Shares in 29.2(a) Notwithstanding anything contained herein, the
Depository form Company shall be entitled to dematerialise its
shares, debentures and other securities pursuant to
the Depositories Act, 1996 and to offer its shares,
debentures and other securities for subscription in a
dematerialised form. The Company shall however, be
entitled to maintain a register of members with
details of members holding shares both in material
and dematerialised form in any media as permitted by
law including any form of electronic media.
29.2(b) Notwithstanding anything contained herein, the
Company shall be entitled to treat the person whose
names appear in the register of members as a holder
of any share or whose names appear as beneficial
owners of shares in the records of the Depository, as
the absolute owner
-12-
<PAGE>
thereof and accordingly shall not (except as ordered
by a Court of competent jurisdiction or as required
by law) be bound to recognise 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 it shall have express or
implied notice thereof.
29.2(c) Notwithstanding anything contained herein, in the
case of transfer of shares or other marketable
securities where the Company has not issued any
Certificates and where such shares or other
marketable securities are being held in an electronic
and fungible form, the provisions of the Depositories
Act, 1996 shall apply. Further, the provisions
relating to progressive numbering shall not apply to
the shares of the Company which have been
dematerialised.
Issue of new 30. If any certificate be worn out, defaced, destroyed or
certificate in lost or if there be no further space on the back
place of one thereof for endorsement of transfer, then upon
defaced, lost or production thereof to the Directors, they, may order
destroyed the same to be cancelled, and may issue a new
certificate in lieu thereof and if any certificate be
lost or destroyed then upon proof thereof to the
satisfaction of the Directors and on such indemnity
as the Directors deem adequate being given, a new
certificate in lieu thereof shall be given to the
party entitled to such lost or destroyed certificate.
A sum not exceeding Rs. 1/- shall be paid to the
Company for every certificate issued under this
clause, as the Board may fix from time to time,
provided that no fee shall be charged for issue of
new certificate in replacement of those which are
old, worn, decrepit out or where the cages on the
reverse for recording transfers have been fully
utilised.
Director may 31. The Directors may waive payment of any fee generally
waive fees or in any particular case.
Endorsement on 32. Every Endorsement upon the certificate of any share
certificate in favour of any transferee thereof shall be signed
by such person for the time being authorised by the
Directors in that behalf.
Director to 33. The Board shall comply with requirements prescribed
comply with by any rules made pursuant to the said Act; relating
rules to the issue and execution of share certificates.
VI. CALLS ON SHARES
Directors may 34. Subject to the provisions of Section 91 of the said
make calls Act, the Directors may, from time to time, by means
of resolution passed at meetings of the Board make
such calls as they may think fit upon the members in
respect
-13-
<PAGE>
of moneys unpaid on the share held by them respectively
and not by the conditions of allotment thereof made
payable at fixed times, and each member shall pay the
Calls may be amount of every call so made on him to the persons and
made by at the times and place appointed by the Directors. A
instalments call may be made payable by instalments.
Call to date 35. A call shall be deemed to have been made at the time
from resolution when the resolution of the Directors authorising such
call was passed and may be made payable by members on a
subsequent date to be specified by Directors.
Notice of call 36. Fifteen day's notice at least of every call made payable
otherwise than on allotment shall be given by the
Company in the manner hereinafter provided for the
giving of notices specifying the time and place of
payment, and the person to whom such call shall be paid.
Provided that before the time for payment of such call
the Directors may by notice given in the manner
hereinafter provided revoke the same. The Directors may,
from time to time at their discretion, extend the time
fixed for the payment of any call, and may extend such
time as to all or any of the members who, the Directors
may deem fairly entitled to such extension; but no
member shall be entitled to any such extension, except
as a matter of grace and favour.
Provisions 37. If by the terms of issue of any share or otherwise any
applicable to amount is payable at any fixed time or by instalments at
instalments fixed times, whether on account of the share or by way
of premium, every such amount or instalments shall be
payable as if it were a call duly made by the Directors
and of which due notice had been given, and all the
provisions herein contained in respect of calls shall
relate to such amount or instalments accordingly.
When interest 38. If the sum payable in respect of any call or such other
on call or amount or instalments be not paid on or before the day
instalment appointed for payment thereof or any extension thereof
payable as aforesaid, the holder for the time being of the
share, in respect of which the call shall have been
made, or such amount or instalment shall be due, shall
pay interest for the same, from the day appointed for
the payment thereof to the time of actual payment at
such rate not exceeding nine per cent per annum, as
shall from time to time be fixed by the Directors.
Nothing in this Article shall however, be deemed to make
it compulsory on the Directors to demand or recover any
such interest, and the payment of such interest, wholly
or in part, may be waived by the Directors if they think
fit so to do.
-14-
<PAGE>
Money due to 39. Any money due from the Company to a member may, without
members from the consent and notwithstanding the objection of such
the Company may member, be applied by the Company in or towards the
be applied in payment of any money due from him to the Company for
payment of call calls or otherwise.
or installment
Part payment on 40. Neither a judgement nor a decree in favour of the
account to call Company for calls of other moneys due in respect of any
etc. not to shares nor any part-payment or satisfaction thereunder
preclude nor the receipt by the Company of a portion of any money
forfeiture 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 forfeiture of such shares as hereinafter
provided.
Proof on trial 41. On the trial or hearing of any action or suit brought by
of suit on the Company against any member or his legal
money on shares representatives 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 that the
name of the member in respect of whose shares the money
is sought to be recovered, appears entered on 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 shares in respect of which such money is sought to
be recovered, and that the amount claimed is not entered
as paid in the books of the Company or the Register of
Members and that the resolution making the call is duly
recorded in the minute book, and that notice of such
call was duly given to the member or his legal
representatives sued in pursuance of these presents; and
it shall not be necessary to prove the appointment of
the Directors who made such call, not 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 duly convened or constituted, nor any other matter
whatsoever, but the proof of the matters aforesaid shall
be conclusive evidence of the debts, and the same shall
be recovered by the Company against the member or his
representatives from whom the same is sought 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.
-15-
<PAGE>
Payment of 42. (a) The Directors may, if they think fit, subject to the
unpaid share provisions of Section 92 of the Act receive from any
capital in member willing to advance the same, either in money
advance or money's 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 respect of
the shares on account of which such advances have
been made, the Company may pay or allow interest at
Interest may be such rate as the member paying such advance and the
paid thereon Directors 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 Directors to be excessive, it shall be
Repayment of lawful for the Directors from time to time to repay
such advances to such member so much of 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
Priority of pay, and such advance had been made, provided also
payment in case that if at any time after the payment of any money so
of winding up 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 member to the Company for
instalments or calls, or any other manner, the member
making such advance shall be entitled (as between
himself and the other members) to receive back from
the Company the full balance of such moneys rightly
due to him by the Company in priority to any payment
to members on account of capital.
No right to vote (b) The member making such advance shall not, however, be
entitled to any voting rights in respect of the
moneys so advanced by him until the same would, but
for such payment, become presently payable.
VII. FORFEITURE OF AND LIEN ON SHARES
If call or 43. If any member fails to pay any money due from him in
instalment not respect of any call made or amount or instalment as
paid notice to provided in Article 37 on or before the day appointed
be given to for payment of the same, or any such extension
member thereof as aforesaid or any interest due on such call
or amount or instalment or any expenses that may have
been incurred thereon, the Directors or any person
authorised by them for the purpose may, at any time
thereafter, during such time as such time money
remains unpaid, or a judgement or a decree in respect
thereof remains unsatisfied in whole or in part,
serve a notice in the manner hereinafter provided for
the serving of notices on such member or any of his
legal representatives or any of the persons entitled
to the share by transmission, requiring
-16-
<PAGE>
payment of the money payable in respect of such share,
together with such interest and all expenses (legal or
otherwise) incurred by the Company by reason of such
non-payment.
Term of notice 44. The notice shall name a day (not earlier than the
expiration of fourteen days from the date of the notice)
and a place or places on or before and at which the
money due as aforesaid is to be paid. The notice may
also state that in the event of the non-payment of such
money at or before the time and the place appointed, the
shares in respect of which the same is owing will be
liable to be forfeited.
In default of 45. If the requirements of any such notice as aforesaid are
payment shares not complied with, every or any share in respect of
may be forfeited which the notice is given may, at any time thereafter
before payment of all calls or amounts or instalments,
interest and expenses due in respect thereof, be
forfeited by a resolution of the Directors 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 46. When any share shall have been so forfeited, notice of
forfeiture 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 share by transmission and an
entry of the forfeiture, with the date thereof, shall
forthwith be made in the Register of Members. The
Entry of provisions of this Article are, however, directory only
forfeiture in and no forfeiture shall in any manner be invalidated by
register of any omission or neglect to give such notice or to make
members such entry as aforesaid.
Forfeited shares 47. Any share so forfeited shall be deemed to be the
to become property of the Company and the Directors may sell, re-
property of the allot or otherwise dispose of the same, either to the
Company and may original holder thereof or to any other persons, and
be sold etc. either by public auction or by private sale and upon
such terms and in such manner as they shall think fit.
Forfeiture may 48. In the meantime, and until any share so forfeited shall
be remitted or be sold, re-allotted or otherwise dealt with as
annulled aforesaid, the forfeiture thereof may at the discretion
and by a resolution of the Directors, be remitted or
annulled as a matter of grace and favour but not as of
right, upon such terms and conditions as they think fit.
Members still 49. Any member whose shares have been forfeited shall,
liable to pay notwithstanding the forfeiture, remain liable to pay and
money due shall forthwith pay to the Company all calls, amounts,
notwithstanding instalments, interest and expenses owing upon or in
the forfeiture respect of such shares at the time of the forfeiture,
together with interest thereon, from the time of the
forfeiture until payment, at the
-17-
<PAGE>
rates, not exceeding 9 percent per annum as the
Directors may determine, in the same manner in all
respects as if the shares had not been forfeited,
without any deduction or allowance for the value of the
shares at the time to the forfeiture and the Directors
may enforce the payment thereof if they think fit (but
without being under any obligation so to do) without
entitling such member or his representative to any
remission of such forfeiture or to any compensation for
the same, unless the Directors shall think fit to make
such compensation, which they shall have full power to
do, in such manner and on such terms on behalf of the
Company as they shall think fit.
Effect of 50. The forfeiture of a share shall involve the extinction
forfeiture of all interest in and of all claims and demands against
the Company of the member in respect of the share and
all other right of the member incident to the share
except only such of those rights as by these Article are
expressly saved.
Surrender of 51. The Directors may, subject to the provision of the Act,
shares accept a surrender of any share from or by any member
desirous of surrendering them on such terms as they
think fit.
Certificate of 52. A certificate in writing, under signature of one
forfeiture Director and countersigned by any other person who may
be authorised for the purpose by the Directors, that the
call, amount or instalment in respect of a share was
made or was due or the interest in respect of a call,
amount or instalment was or the expenses were payable,
as the case may be, the notice thereof as aforesaid was
given and default in payment was made and that the
forfeiture of the share was made by a resolution of the
Directors to the effect, shall be conclusive evidence of
the facts stated therein as against all persons entitled
to or interested in such share.
Title of 53. The Company may receive the consideration, if any, given
purchaser and for the share on any sale, re-allotment or other
allottee for disposition thereof and the person to whom such share is
forfeited shares sold, re-allotted or disposed of may be registered as
the holder of the share and shall not be bound to see to
the application of the consideration, 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, re-allotment or other disposal of the
share.
Company's lien 54. The Company shall have a first and paramount lien upon
on shares 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 from time to time due or
payable by him to the Company for calls made and all
amounts or instalments as provided by Article 37 payable
in respect of such shares and no
-18-
<PAGE>
equitable interest in any shares shall be created except
upon the footing and condition that Article 27 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 Directors
may at any time declare any shares to be exempt, wholly
or partially from the provisions of this Article.
Lien enforced 55. For the purpose of enforcing such lien, the Directors
by sale may sell, the shares subject thereto in such manner as
they think fit and transfer the same to the name of the
purchaser, without any consent and notwithstanding any
opposition on the part of the indebted member or any
other person or persons interested therein and a
complete title to the shares which shall be sold and
transferred shall be acquired by the purchaser, by
virtue of such sale and transfer, against such indebted
member and all persons claiming with or under him
whether he may be indebted to the Company in point of
fact or not. But no such sale shall be made until notice
in writing stating the amount due or specifying the
liability of engagement and demanding payment or
fulfillment or discharge thereof and of the intention to
sell in default shall have been served upon such member
or his 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 seven days after such
notice.
Application of 56. The net proceeds of any such sale after payment of the
sale proceeds costs of such sale, shall be applied in or towards the
satisfaction of such debts, liabilities or engagements
and the residue (if any) paid to such member or any of
his executors, administrators, representatives or
assigns or any of the persons (if any) entitled by
transmission to the shares sold.
Execution of 57. Upon any sale after forfeiture or upon any sale for
instrument of enforcing a lien, in purported exercise of the powers
transfer hereinbefore given, the Directors may appoint some
person or persons to execute an instrument of transfer
of the shares sold.
Validity of sale 58. Upon any such sale after forfeiture or for enforcing a
of such shares lien in purported exercise of powers the Directors shall
cause the purchaser's name to be entered in the Register
in respect of the shares sold and shall issue to the
purchaser a certificate such as is specified in Article
52 hereof 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
-19-
<PAGE>
the remedy of any person aggrieved by the sale shall be
in damages only and against the Company exclusively.
VIII. TRANSFER AND TRANSMISSION OF SHARES
Register of 59. The Company shall keep a book called the `Register of
Transfers Transfers' and therein shall be fairly and distinctly
entered the particulars of every transfer or
transmission of any share in the Company.
Instrument of 60. No transfer shall be registered unless a proper
transfer to be instrument of transfer has been delivered to the
executed by Company. Every instrument of transfer shall be duly
transferor and stamped and shall be executed by or on behalf of the
transferee transferor and the transferee and in the case of a share
held by two or more holders or to be transferred to the
joint names of two or more transferees by all such
joint-holders or by all such joint transferees, as the
case may be, several executors or administrators of a
deceased member proposing to transfer the shares
registered in the name of such deceased member shall all
sign the instrument of transfer in respect of the share
as if they were the joint-holders of the share. The
instrument of transfer shall specify the name, address
and occupation, if any, of the transferee.
Shares to be 61. Subject to the provisions of Section 108, the instrument
transferred by of transfer of any share shall be in writing in the Form
an instrument No. 7-B as prescribed under the Companies (Central
in writing Government) General Rules and Forms, 1956 as amended and
more joint notified in Central Government's Notification No. G.S.R.
holders 631, dated April 23, 1966, or any statutory
modifications thereof or near the said form as
circumstances will permit and duly stamped by the
prescribed authority under Section 108 of the Act within
the time prescribed under that Section.
Death of one or 62. In the case of the death of any one or more of the
more joint persons named in the Register as the joint-holders of
holders 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 of the deceased
joint-holder from any liability on the shares held by
him jointly with any other person.
Title to share 63. The executors or administrators of a deceased member not
of deceased being one of several joint-holders shall be the only
member persons recognised by the Company as having any title to
the shares registered in the name of such deceased
member, and the Company shall not be bound to recognise
such executors or administrators, unless they shall have
first obtained probate or letters of administration or
other legal representation, as the case may be, as
provided in Article 2, provided nevertheless, the
-20-
<PAGE>
Directors, in any case where they in their absolute
discretion think fit, may dispense with the production of
Probate or Letters of Administration or such other legal
representation, upon such terms as to indemnity or otherwise
as they may deem fit and under the next Article, register the
name of any person who claims to be absolutely entitled to
the shares standing in the name of the deceased member as a
member in respect of such shares.
Registration of 64. Subject to the provisions of the last preceding Article,
person entitled any person to whom the right to any share has been
to shares transmitted in consequence of the death or insolvency of
otherwise than any member or otherwise by operation of law may, with
by transfer the consent of the Directors (which they shall not be
(transmission under any obligation to give) and upon his producing
clause) such evidence that he sustains the character in respect
of which he proposes to act under the Article and of his
title as the Directors think sufficient either be
registered himself as a member in respect of such shares
or elect to have some person nominated by him and
approved by the Directors registered as such member,
provided nevertheless, if such person shall elect to
have his nominee registered, he shall testify his
election by executing to his nominee an instrument of
transfer of the share in accordance with the provisions
herein contained and until he does so and subject to
Article 31, he shall not be freed from any liability in
respect of the shares. This clause is hereinafter
referred to as the `transmission clause'. A transfer of
the share or other interest in the Company of a deceased
member thereof made by his legal representative shall,
although the legal representative is not himself a
member be as valid as if he had been a member at the
time of the execution of the instrument of transfer.
Evidence of 65. Every transmission of a share shall be verified in such
transmission to a manner as the Directors may require and the Company
be verified may refuse to register any such transmission until the
same be so verified or unless an indemnity be given to
the Company with regard to such registration which the
Directors at their discretion shall consider sufficient;
provided nevertheless, that there shall not be any
obligation on the Company or the Directors to accept any
indemnity, the Directors shall have the same right to
refuse to register a person entitled by transmission to
any shares or his nominee as if he were the transferee
named in an ordinary transfer presented for
registration.
Rights of such 66. A person entitled to share by transmission may, until
person the Directors otherwise determine as provided in Article
142, receive and give discharge for any dividends,
bonuses or other moneys payable in respect of the share,
but he shall not be entitled to vote at any meetings of
the Company save as provided in Article 125 or save as
aforesaid and as
-21-
<PAGE>
provided in Article 251 to any of the rights and
privileges of a member, unless and until he shall have
become a member in respect of the shares.
Procedure on 67. An application for the registration of a transfer of
application for shares or other interest of a member in the Company may
transfer be made either by the transferor or the transferee.
Where such application is made by the transferor and
relates to partly paid shares, the transfer shall not be
registered unless the Company gives notice of the
application to the transferee and the transferee makes
no objection to the transfer within two weeks from the
delivery of the notice. The notice to the transferee
shall be deemed to have been duly given if despatched by
pre-paid registered post to the transferee at the
address given in the instrument of transfer and shall be
deemed to have been delivered at the time at which it
would have been delivered in the ordinary course of
post.
Transfer to be 68. (1) It shall not be lawful for the Company to register a
left at office transfer of any shares unless the proper instrument
with certificate of transfer duly stamped and executed by or on
and with behalf of the Transferor and by or on behalf of the
evidence of title Transferee and specifying the name and address and
occupation of the Transferee has been delivered to
the Company along with the scrip and if no such
scrip is in existence, along with the letter of
allotment of the shares. The Directors may also call
for such other evidence as may reasonably be
required to show the right of the transferor to make
the transfer. Provided that where it is proved to
the satisfaction of the Directors of the Company
that an instrument of transfer signed by the
Transferor and Transferee has been lost, the Company
may, if the Directors think fit on an application in
writing made by the transferee and bearing the stamp
required by an instrument of transfer register the
Transfer on such terms as to indemnity as the
Directors may think fit.
(2) If the Company refuses to register the transfer of
any shares, the Company shall within two months from
the date on which the instrument of transfer is
lodged with the Company send to the Transferee and
the Transferor notice of the refusal as provided in
Article 69.
(3) Nothing in clause (1) shall prejudice any power of
the Company to register as shareholder any person to
whom the right to any share has been transmitted by
operation of law.
(4) Nothing in this Article shall prejudice any power of
the Company to refuse to register the transfer of
any share.
Directors may 69. The Directors may, at their own absolute and
uncontrolled discretion and
-22-
<PAGE>
decline to without assigning or being under any obligation to give
register any reason, decline to register or acknowledge any
transfers transfer or transmission of shares and in particular,
may so decline in any case in which the Company has a
lien upon the shares or any of them or in the case of
shares not fully paid-up whilst any moneys called or
payable at a fixed time in respect of the shares desired
to be transferred or any of them remain unpaid or unless
the transferee is approved by the Directors. Provided
that registration of any transfer shall not be refused
on the ground of the transferor being either along or
jointly with any other person or persons indebted to the
Company on any account whatsoever. Nothing in Sections
108, 109 and 110 of the Act shall prejudice this power
to refuse to register the transfer of or the
transmission by operation of law of the right to, any
shares or interest of a member in or debentures of the
Company. The registration of a transfer shall be
conclusive evidence of the approval by the Directors of
the transferee, but so far only as regards the share or
shares in respect of which the transfer is so registered
and not further or otherwise and not so as to debar the
Directors to refuse registration of any further shares
applied for. If the Directors refuse to register the
transfer or transmission of any shares notice of the
refusal shall within two months from the date on which
the instrument of transfer on intimation of transmission
was delivered to the Company be sent to the Transferee
and the Transferor or to the person giving intimation of
the transmission, as the case may be. Such notice to the
transferee shall be deemed to have been duly given if
despatched by pre-paid registered post to the transferee
at the address given in the instrument of transfer.
Transferor to 70. The Transferor shall be deemed to remain the holder of
remain holder the shares until the name of the transferee shall be
of shares till entered in the Register of Members.
transfer
registered
Registered 71. Every instrument of transfer which shall be registered
transfer to shall remain in the custody of the Company. If the
remain with transfer relates to the only share or all the shares
Company comprised in the certificate, such certificate or a new
certificate in lieu thereof shall, after the
registration of the transfer, be delivered to the
transferee and if the transfer relates only to a part of
the shares comprised in the certificate, the same shall,
on registration of the transfer be retained by the
Directors and cancelled and new certificates will be
issued to the transferor and the transferee in respect
of the shares respectively, held by them.
Fee on transfer 72. A fee not exceeding twenty five paise may be charged for
each share
-23-
<PAGE>
transferred and shall if required by the Directors, be
paid before the registration thereof.
Transfer books 73. The Directors shall have power on giving seven days'
and Register notice by advertisement as required by Section 154 of
may be closed the Act to close the Transfer Book and Register of
for not more Members of such period or periods of time in every year
than 45 days in as to them may seem expedient but not exceeding 45 days
the year in any year and not exceeding 30 days at any one time.
The Company not 74. The Company shall incur no liability or responsibility
liable for whatever in consequence of its registering or giving
disregard of effect to any transfer of shares made or purporting to
any notice be made, by an apparent legal owner thereof (as shown or
prohibiting appearing in the Register of Members), to the prejudice
registration of of any person or persons having or claiming any
a transfer equitable right, title or interest to or in the same
shares, notwithstanding that the Company may have had
notice of such equitable right, title or interest or
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 books 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 Directors shall so think it.
Transfer of The provision of these Articles shall mutatis mutandis
debentures apply to the transfer or transmission by operation of
law of debentures at the Company.
Company may 76. The Company may by Ordinary Resolution so alter the
alter its Capital conditions of its Memorandum of Association as:
in certain ways
(a) to increase its share capital by such amount as it
thinks expedient by issuing new shares;
(b) to consolidate and divide all or any of its share
capital into shares of larger amount than its
existing shares;
(c) to convert all or any of its fully paid-up shares
into stock and reconvert that stock into fully paid-
up shares of any denominations;
-24-
<PAGE>
(d) to sub-divide its shares or any of them into shares
of smaller amount than is fixed by its Memorandum of
Association, so however that in the sub-division the
proportion between the amount paid and the amount,
if any, unpaid on each reduced share shall be the
same as it was in the case of the share from which
the reduced share is derived. The Company may
subject to the provisions of Sections 85, 87 and 88
of the Act be between the holders of the resulting
shares, one or more of such shares may subject to
the provisions of Sections 85, 87 and 88 of the Act
be given any preference or advantage as regards
dividend, capital, voting or otherwise over the
other or any other of such shares;
(e) to cancel any shares which, at the date of the
passing of the resolution in that behalf, have not
been taken or agreed to be taken by any person and
diminish the amount of its share capital by the
amount of the shares so cancelled.
Increase of 77. The Company may, from time to time, in General Meeting,
Capital by the with the sanction of an Ordinary Resolution, whether all
Company and how the shares for the time being authorised shall have been
carried into issued or not and whether all the shares for the time
effect, on what being issued shall have been fully called up or not,
conditions new increase its capital to any amount by the creation of
shares may be new shares, such aggregate increase to be divided into
issued, when to shares of such respective amount as the Company by the
be offered to resolution authorising such increase directs or
existing members authorises. The new shares shall be issued upon such
terms and conditions (and if preference shares upon such
conditions as to redemption) and with such rights and
privileges annexed thereto, as the General Meeting
resolving upon the creation thereof shall direct or
authorise and in particular such shares may be issued
with a preferential or qualified rights to dividends and
in the distribution of assets of the said Company and
subject to the provisions of Sections 87 and 88 of said
Act with a special or without any right of voting; and
the General Meeting resolving upon the creation of the
shares may direct that any shares for the time being
unissued and new shares about to be issued or any of
them, shall be offered in first instance and either at
par or at a discount to all the then members or any
class thereof, in proportion to the amount of capital
held by them or make any other provisions as to the
issue and allotment of such original shares and the new
shares; and failing such directions by the General
Meeting resolving upon the creation of the shares or so
far as such directions shall not extend the new shares
shall be at the disposal of the Directors as if they
formed part of the shares in the original capital.
Whenever any shares
-25-
<PAGE>
are issued at a discount the provisions of Section 79 of
the said Act shall be complied with.
Increase of 78. The Directors may from time to time without any sanction
Capital by the of the Company, whenever all the shares in the issued
Directors and capital shall not have been subscribed and whether all
how carried the shares for the time being subscribed shall have been
into effect fully called up or not, issue further shares of such
value as they may think fit out of the unsubscribed
balance of the issued capital. Such further shares shall
be issued upon such terms and conditions (and if
preference shares upon such conditions as to redemption)
and with such rights and privileges annexed thereto as
the Board shall direct and in particular, such shares
may be issued with a preferential or qualified right to
dividend and in the distribution of assets of the
Company and subject to the provisions of Sections 87 and
88 of the said Act with a special or without any right
of voting and the Board may dispose of such shares or
any of them either at per or at a premium or subject to
the provisions of Section 79 of the said Act at a
discount, to any members or any class thereof or in such
other manner as the Board may think most beneficial to
the Company.
Further issue of 79. (1) Where it is proposed to increase the subscribed
capital capital of the Company by the issue of now shares:
(a) such new shares shall be offered to the persons
who, at the date of the offer are holders of the
equity shares of the Company, in proportion, as
nearly as circumstances admit to the capital
paid-up on these shares at that date;
(b) the offer aforesaid shall be made by notice
specifying the number of shares offered and
limiting a time not being less than fifteen days
from the date of the offer within which the
offer, if not accepted, will be deemed to have
been declined;
(c) after the expiry of the time specified in the
notice aforesaid or on receipt of earlier
intimation from the persons to whom such notice
is given that he declines to accept the shares
offered, the Board of Directors may dispose of
them in such manner as they think most
beneficial to the Company.
(2) Whenever any shares are to be offered to the members
the Directors may dispose of any such shares which,
by reason of the proportion borne by them to the
number of persons entitled to such offer or by
reason of any other difficulty in apportioning the
same cannot in the opinion of the Directors be
conveniently offered to the members.
-26-
<PAGE>
Share Premium 80. Where the Company issues shares at a premium, whether
Account to be for cash or otherwise, a sum equal to the aggregate
maintained amount or value of the premium on those shares shall be
transferred to an account, to be called the Share
Premium Account. The Share Premium Account shall be
applied only for the purposes authorised by Section 78
of the said Act.
How far new 81. Except so far as otherwise provided by the conditions of
share in issue or by these presents, any capital raised by
original capital creation of new shares shall be considered as part of
the capital and shall be subject to the provisions
herein contained with reference to the payment of calls
and instalments, transfer, transmission, forfeiture,
lion, surrender; voting and otherwise in all respects as
if it had been the original capital.
Notice of 82. The Directors shall, whenever the share capital is
increase of increased beyond the authorised capital, file with the
capital Registrar of Companies notice of the increase of the
capital as provided by Section 97 of the said Act within
fifteen days after the passing of the resolution
authorising the increase.
Transfer of 83. (a) When any shares shall have been converted into
Stock stock, the several holders of such stock may
thenceforth transfer their respective interests
therein or any part of such interest, in the same
manner and subject to the same regulations as and
subject to which shares in the Company's capital may
be transferred or as near thereto as circumstances
will admit. But the Directors may from time to time,
if they think fit, fix the minimum amount of stock
transferable and restrict or forbid the transfer of
fractions of that minimum, but with full power,
nevertheless, at the discretion to waive such rules
in any particular case.
(b) Notice of such conversion of shares into stock or
reconversion of stock into shares shall be filed
with the Registrar of Companies as provided in the
said Act.
Rights of 84. The stock shall confer on the holders thereof
stockholders respectively the same privileges and advantages, as
regards participation in profits and voting at meetings
of the Company and for other purposes, as would have
been conferred by shares of equal amount in the capital
of the Company of the same class as the shares from
which such stock was converted but no such privileges or
advantages, except the participation in profits of the
Company or in the assets of the Company on a winding up,
shall be conferred by any such aliquot part of,
consolidated stock as would not, if existing in shares,
have conferred such privileges or advantages. No such
conversion shall affect or prejudice any preference or
other special holders of the share and authenticated by
such evidence (if any) as the provisions
-27-
<PAGE>
herein contained shall, so far as circumstances will
admit, apply to stock as well as to shares and the words
"share" and "shareholder" in these presents shall
include "stock" and "stock-holder".
Holder of share 85. The Company may with the previous approval of the
warrant not to Central Government issue share warrants and accordingly
a member share the Directors may in their discretion, with respect to
warrant issued any fully paid-up share on application in writing signed
to bearer by the person or all persons registered as holder or
holders of the share and authenticated by such evidence
(if any) as the Directors may from time to time require
as to the identity of the person or persons signing the
applications and on receiving the certificate (if any)
of the share and amount of the stamp duty on the warrant
and such fee as the Directors may from time to time
prescribe, issue under the Company's seal or warrant,
duly stamped stating that the bearer of the warrant is
entitled to the shares therein specified and may provide
by coupons or otherwise for the payment of dividends or
other moneys, on the shares included in the warrant. On
the issue of a share warrant the provisions of Sections
114 and 115 shall apply. The bearer of a share warrant
shall not be considered to be a member of the Company
and accordingly save as herein otherwise expressly
provided, no person shall as bearer of a share warrant,
sign a requisition for calling of 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 notice of meetings or otherwise or be
qualified in respect of the shares or stock specified in
the warrant for being a Director of the Company or have
or exercise any other rights of a member of the Company.
Directors may 86. The Directors from time to time make rules as to the
make rules for terms on which (if they shall think fit) a new Share
issue of fresh warrant or coupon may be issued in case of defacement,
share warrant loss or destruction and the fees to be charged for the
or coupons same.
IX. REDUCTION OF CAPITAL
Reduction of 87. The Company may from time to time by Special Resolution
capital and subject to confirmation by the Court, reduce its
share capital in any way and in particular and without
prejudice to the generality of the foregoing power may:
(a) extinguish or reduce the liability on any of its
shares in respect of share capital not paid up;
-28-
<PAGE>
(b) either with or without extinguishing or reducing
liability on any of its shares, cancel any paid-up
share capital which is lost or is unrepresented by
available assets; or
(c) either with or without extinguishing or reducing
liability on any of its shares, pay off any paid-up
share capital which is in excess of the wants of the
Company;
and may, if and so far as is necessary, alter the
Memorandum by reducing the amount of its share
capital and of its shares accordingly.
Capital may be paid off on the footing that it may
be called up again or otherwise and paid-up capital
may be cancelled as aforesaid without reducing the
nominal amount of the shares by the like amount to
the intent that the unpaid and callable capital
shall be increased by the like amount. The Directors
shall whenever the capital of the Company is reduced
duly comply with the provisions of Sections 100 to
103 of the said Act
Provisions 88. (1) Subject to the provisions of Section 80 of the said
relating to the Act, whenever any preference shares are issued which
redemption of are or at the option of the Company are to be liable
preference to be redeemed, the following provisions shall take
shares effect:
(a) No such shares shall be redeemed except out of
the profits of the Company which would otherwise
be available for dividend or out of the proceeds
of a fresh issue of shares made for the purposes
of the redemption.
(b) No such shares shall be redeemed unless are
fully paid.
(c) The premium, if any payable on redemption must
be provided for out of the profits of the
Company or out of the Company's Share Premium
Account before the shares are redeemed.
(d) Where any such shares are redeemed otherwise
than out of the proceeds of a fresh issue there
shall, out of profits which would otherwise have
been available for dividend be transferred to a
Reserve Fund to be called "The Capital
Redemption Reserve Fund", a sum equal to the
nominal amount of the share redeemed and the
provisions of the Act
-29-
<PAGE>
relating to the reduction of the share capital
of the Company shall except as provided under
Section 80 of the Act, apply as if the Capital
Redemption Reserve Fund were paid-up share
capital of the Company.
(2) Subject to the provisions of Section 80 of the Act
and these Articles the redemption of preference
shares hereunder may be effected in accordance with
the terms and conditions of their issue and in the
absence of any such terms and conditions in such
manner as the Directors may think fit.
(3) The redemption of preference shares under this
provisions by the Company shall not be taken as
reducing the amount of its authorised share capital.
(4) Where the Company has redeemed or is about to redeem
any preference shares, it shall never have power to
issue shares upto the nominal amount of the shares
redeemed or to be redeemed as if those shares had
never been issued; and accordingly the share capital
of the Company shall not, for the purpose of
calculating the fees payable under Section 601 of
the said Act be deemed to be increased by the issue
of shares in pursuance of this Article.
Provided that, where new shares are issued before
the redemption of the old shares, the new shares
shall not so far as related to stamp duly, be deemed
to have been issued in pursuance of this Article
unless the old shares are redeemed within one month
after the issue of the new shares.
(5) The Capital Redemption Reserve Fund may,
notwithstanding anything in this Article, be applied
by the Company, in paying up unissued shares of the
Company to be issued to members of the Company as
fully paid bonus shares.
Division and 89. The Company in General Meeting by an Ordinary Resolution
sub-division alter the conditions of its Memorandum as follows (that
is to say) it may:
(a) consolidate and divide all or any of its share
capital into shares of larger amount than its
existing shares;
(b) sub-divide shares or any of them into shares of
smaller amounts than originally fixed by the
Memorandum subject nevertheless to the provisions of
the Act in that behalf and so, however that in the
sub-division, the proportion between the amount paid
and the amount, if any unpaid on each reduced share
shall be as it was in
-30-
<PAGE>
the case of the share from which the reduced share
is derived so that as between the holders of the
shares resulting from such sub-division one or
more of such shares may subject to the provisions
of the Act be given any preference or advantage or
otherwise over the others or any other such
shares;
(c) cancel shares which at the date of such General
Meeting have not been taken or agreed to be taken
by any person and diminish the amount of its share
capital by the amount of the shares so cancelled.
90. (l) If the Company has:
Notice of (a) consolidated and divide its share capital
Registrar of into shares of larger amount than its
Consolidation existing shares;
of Share
Capital, (b) converted any shares into stock;
conversion of
shares into (c) reconverted any stock into shares;
stock etc.
(d) sub-divided its shares or any of them;
(e) redeemed any redeemable preference shares;
(f) cancelled any shares, otherwise than in
connection with a reduction of share capital
under Sections 100 to 104.
The Company shall within one month after
doing so, give notice thereof to the
Registrar specifying as the case may be, the
shares consolidated, divided, converted, sub-
divided, redeemed or cancelled or the stock
reconverted.
(2) The Company shall thereupon request the Registrar to
record the notice and make any alterations which may be
necessary in the Company's Memorandum or Articles or
both.
X. MODIFICATION OF RIGHTS
Power to modify 91. Whenever the share capital by reason of issue of
rights Preference Shares or otherwise is divided into
different classes of shares, all or any of the rights
and privileges attached to each class may, subject to
the provisions of Section 106 of the Act, be varied,
commuted, affected, abrogated or dealt with by
agreement between the Company and any person purporting
to contract on behalf of that class provided such
-31-
<PAGE>
agreement is ratified in writing by holders of at least
three-fourths of nominal value of the issued shares of
the class or is sanctioned by special resolution passed
at a separate meeting of the holders of the shares of
that class and supported by the votes of the holders of
not less than three-fourths of the shares of that
class.
Power to modify 91. Whenever the share capital by reason of issue of
rights Preference Shares or otherwise is divided into
different classes of shares, all or any of the rights
and privileges attached to each class may, subject to
the provisions of Section 106 of the Act, be varied,
commuted, affected, abrogated or dealt with by
agreement between the Company and any person purporting
to contract on behalf of that class provided such
agreement is ratified in writing by holders of at least
three-fourths of nominal value of the issued shares of
the class or is sanctioned by special resolution passed
at a separate meeting of the holders of the shares of
that class and supported by the votes of the holders of
not less than three-fourths of the shares of that
class.
Article 91 not This Article is not to derogate from any power the
to derogate Company would have if this Article were omitted and in
from company's particular the powers under Sections 391, 394 and 395
powers of the said Act.
The dissentient members shall have the right to apply
to Court in accordance with the provisions of Section
107 of the Act.
XI. JOINT HOLDERS
Joint Holders 92. Where two or more persons are registered as the holders
of any share they shall be deemed (so far as the
Company is concerned) to hold the same as joint tenants
with benefits of survivorship subject to the following
and other provisions contained in these Articles.
No transfer to (a) The Company shall be entitled to decline to
more than six register more than six persons as the joint
persons holders of any shares.
Liabilities of (b) The joint holders of any share shall be liable
holders severally as well as jointly for and in respect of
all calls or instalments and other payments which
ought to be made in respect of such shares.
-32-
<PAGE>
Death of Joint (c) On the death of any one or more of such joint
Holders holders the survivor or survivors shall be the
only person or persons recognised by the Company
as having any title to the share but the Directors
may require such evidence of death as they may
deem fit and nothing herein contained shall be
taken to release the estate of a deceased joint
holder from any liability on shares held by him
jointly with any other person.
Receipt of one (d) Any one of such joint holders may give effectual
sufficient receipts for any dividends or other moneys payable
in respect of such share.
Delivery of (e) Only the person whose name stands first in the
Certificate and Register of Members as one of the joint holders of
giving of any shares shall be entitled to delivery of the
notices to certificate relating to such or to receive notices
first named (which expression shall be deemed to include all
holder documents as defined in Article 2) from the
Company and any notice given to such person shall
be deemed notice to all the joint holders.
Votes of joint (f) Any one of two or more joint holders may vote at
holder any meeting either personally or by an agent duly
authorised under a power of attorney or by proxy
in respect of such shares as if he were solely
entitled thereto and if more than one of such
joint holders be present at any meeting personally
or by proxy or by attorney that one of such
persons so present whose name stands first or
higher (as the case may be) on the Register in
respect of such share shall alone be entitled to
vote in respect thereof. Provided always that a
person present at any meeting personally shall be
entitled to vote in preference to a person,
present by an agent, duly authorised under a power
of attorney or by proxy although the name of such
persons present by an agent or proxy stands first
in the Register in respect of such shares. Several
executors of a deceased member in whose (deceased
member's) sole name any share stands shall for the
purpose of this sub-clause be deemed joint
holders.
XII. GENERAL MEETING
Statutory Meeting 93. The Statutory Meeting of the Company shall be
commenced, held and conducted as required by Section
165 of the said Act at such time not being less than
one month or more than six months from the date on
which the Company is entitled to commence business and
at such place as the Directors may determine. This
meeting shall be called Statutory Meeting.
-33-
<PAGE>
Annual General 94. (a) The Company shall, in addition to any other
Meeting meetings which are hereinafter referred to as
"Extraordinary General Meeting", hold a General
Meeting which shall be styled its Annual General
Meeting at the intervals and in accordance with
the provisions hereinafter mentioned.
(b) The Annual General Meeting of the Company shall be
held within six months after the expiry of each
financial year; provided however that if the
Registrar shall have for any special reason
extended the time within which any Annual General
Meeting shall be held by a further period not
exceeding 3 months, the Annual General Meeting may
be held within the additional time fixed by the
Registrar. Except in cases where the Registrar has
given an extension of time as aforesaid for
holding any Annual General Meeting not more than
15 months shall elapse between the date of one
Annual General Meeting and that of the next and
the Annual General Meeting shall be hold in every
calendar year.
(c) Every Annual General Meeting shall be called for
any time during business hours, on a day that is
not a public holiday and shall be held either at
the Registered Office of the Company or at some
other place within the city, town or village in
which the Registered Office of the Company be
situate and the notice calling the meeting shall
specify it as the Annual General Meeting.
Directors may (d) The Directors may call Extraordinary General
call Meetings of the Company whenever they think fit
Extraordinary and such meetings shall be held at such place and
General Meetings time as the Directors think fit.
Power of Central 95. (1) If the default is made in holding an Annual
Government to General Meeting in accordance with Section 166 of
call General the Act, the Central Government may,
Meeting notwithstanding anything in the Act, (or in the
Articles of the Company) on the application of any
member of the Company, call or direct the calling
of a General Meeting of the Company, and give such
ancillary or consequential directions as the
Central Government thinks expedient in relation to
the calling, holding and conducting of the
meeting.
Explanation: The directions that may be given
under the said section may include a direction
that one member of the Company so present in
person or by proxy shall be deemed to constitute a
meeting.
-34-
<PAGE>
(2) A General Meeting held in pursuance of sub-clause
(i) shall subject to any directions of the Central
Government deemed to be an Annual General Meeting
of the Company.
Section 171 to 96. (1) The provisions of Sections 171 to 186 of the Act
186 of the Act shall notwithstanding anything to the contrary in
shall apply to the Articles of the Company, apply with respect to
meetings General Meetings of the Company.
(2) Unless the Articles or a contract binding on the
persons concerned otherwise provides Sections 171
to 186 of the Act with such adaptions and
modifications, if any, as may be prescribed shall
apply with respect to meetings of any class of
members or of debenture holders or any class of
debenture holders of the Company in like manner as
they apply with respect to General Meetings of the
Company.
Calling of 97. (1) The Board of Directors of the Company shall on the
Extraordinary requisition of such number of members of the
General Meeting Company as is specified in sub-clause (4)
on requisition forthwith proceed duly to call an Extraordinary
General Meeting of the Company.
(2) The requisition shall setout the matters for the
consideration of which the meeting is to be called
shall be signed by the requisitionists and shall
be deposited at the Registered Office of the
Company.
(3) The requisition may consist of several documents
in like form each signed by one or more
requisitionists.
(4) The number of members entitled to requisition a
meeting in regard to any matter shall be such
number of them as hold at the date of the deposit
of the requisition not less than one-tenth of such
of the paid-up capital of the Company as at that
date carries the right of voting in regard to that
matter.
(5) Who two or more distinct are specified in the
requisition, the provisions of sub-clause (4)
shall apply separately in regard to each such
matters and the requisition shall accordingly be
valid only in respect of these matters in respect
to which the conditions specified in that sub-
clause is fulfilled.
-35-
<PAGE>
(6) If the Board does not, within twenty one days from
the date of the deposit of a valid requisition in
regard to any matters, proceed duly to call a
meeting for the consideration of those matters on
a day not later than forty five days from the date
of deposit of the requisition, the meeting may be
called:
(a) by the requisitionists themselves;
(b) by such of the requisitionists as present
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
sub-clause (4) whichever is less.
Explanation: For the purposes of this sub-
clause, the Board shall in the case of a
meeting at which a resolution is to be
proposed as a special resolution, be deemed
not to have duly convened the meeting if they
do not give such notice thereof as is
required by sub-section (2) of Section 189.
(7) A meeting called under sub-clause (6) by the
requisitionists or any of them:
(a) shall be called in the same manner as nearly
as possible as that in which meetings are to
be called by the Board; but
(b) shall not be held after the expiration of
three months from the date of the deposit of
the requisition.
Explanation: Nothing in Clause (b) shall be
deemed to prevent a meeting duly commenced
before the expiry of the period of three
months aforesaid from adjourning to some day
after the expiry of that period.
(8) Where two or more persons hold any shares or
interest in a Company jointly, a requisition or a
notice calling a meeting signed by one or only
some of them shall for the purposes of this
Section have the same force and effect as if it
has been signed by all of them.
-36-
<PAGE>
Length of Notice (9) Any reasonable expenses incurred by the
for calling requisitionists by reasons of the failure of the
meeting Board duly to call a meeting shall be repaid to
the requisitionists by the Company; and any sum so
repaid shall be retained by the Company out of any
sums due or to become due from the Company by way
of fees or other remuneration for their services
to such of the Directors as were in default.
98. (1) A General Meeting of the Company may be called by
giving not less than twenty one day's notice in
writing but a General Meeting may be called after
giving shorter notice if consent is accorded
thereto
(i) in the case of an Annual General Meeting by
all the members entitled to vote thereat;
and
(ii) in the case of any meeting, by members of
the Company 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.
Provided that where any members of the
Company are entitled to vote only on some
resolution or resolutions to be moved at
meeting and not on others, those members
shall be taken into account for the purposes
of this clause in respect of the former
resolution or resolutions and not in respect
of the latter.
Contents of (2) Notice of every meeting of the Company shall
Notice specify the place and the day and hour of the
meeting and shall contain a statement of the
business to be transacted thereat.
To whom notice (3) Such notice shall be given
to be given
(i) to every member of the Company, in any
manner authorised by Clauses (1) to (5) of
Article 249;
(ii) to every member of the Company in any manner
authorised by sub-section (1) to (4) of
Section 53 of the Act; Provided that where
the notice of a meeting is given by
advertising the same in a newspaper
circulating in the neighbourhood of the
Registered Office of the Company
-37-
<PAGE>
under sub-section (3) of Section 53 of the
Act, the Explanatory Statement need not be
annexed to the notice as required by
Section 173 of the said Act but it shall be
mentioned in the advertisement that the
statement has been forwarded to the members
of the Company;
(iii) to the persons entitled to a share in
consequence of the death or insolvency of a
member by sending it through the post in a
prepaid letter addressed to them by name or
by the title or representatives of the
deceased or assignees of the insolvent or
by any like description, at the address, it
any, in India supplied for the purpose by
the person claiming to be so entitled or
until such an address has been so supplied
by giving the notice in any manner in which
it might have been given if the death or
insolvency had not occurred; and
(iv) to the Auditor or Auditors for the time
being of the Company in any manner
authorised by Section 53 in the case of any
member or members of the Company.
Omission to give (4) The accidental omission to give notice to or the
notice or non-receipt of notice by, any member or other
non-receipt of person to whom it should be given shall not
notice shall invalidate the proceedings at the meeting.
not invalidate
proceedings
Proxy (5) In every notice calling a meeting of the Company
there shall appear with reasonable prominence a
statement that a member entitled to attend and
vote is entitled to appoint a proxy or where that
Is allowed one or more proxies, to attend and vote
instead of himself and that a proxy need not be a
member.
Explanatory (6) Where any items of business to be transacted at
statements the meeting are deemed to be special as provided
in Article 99 there shall be annexed to the notice
of the meeting a statement setting out all
materials facts concerning each such item of
business, including in particular the nature of
the concern of interest, if any therein, of every
Director, the Managing Agent if any or the
Secretaries and Treasurers if any or the manager
if any.
-38-
<PAGE>
Inspection of (7) Where any item of business consists of the
documents according of approval to any document by the
referred in the meeting the time and place where the document can
explanatory be inspected shall be specified in the statement
statement aforesaid.
Special Notice (8) The Directors shall duly comply with the
provisions of Section 190 of the said Act with
regard to resolutions in respect of which Special
Notice is required by the said Act.
Business to be 99. In the case of an Annual General Meeting all business
transacted at to be transacted at the meeting shall be deemed special
meetings with the exception of business relating to (i) the
consideration of the Accounts, Balance Sheet and the
Reports of the Board of Directors and Auditors, (ii)
the declaration of a dividend, (iii) the appointment of
Directors in the place of those retiring and (iv) the
appointment of and the fixing of the remuneration of
the Auditors. In the case of any other meeting all
business shall be deemed special.
Circulation of 100. Upon a requisition of members complying with Section
members' 188 of the said Act, the Directors shall comply with
resolutions the obligations of the Company under the said Act
relating to circulation of members' resolutions and
statements.
Certificate 101. A certificate in writing, signed by the Secretary or by
conclusive as a Director or some officer appointed by the Directors
to Meeting for the purpose, to the effect that according to the
having been best of its belief the notices convening the meeting
duly called have been duly given shall be prima facie evidence
thereof.
XIII. PROCEEDINGS AT GENERAL MEETINGS
Business which 102. No General Meeting, Annual or Extraordinary, shall be
may not be competent to enter upon, discuss or transact any
transacted at business a statement of which has not been specified in
the meeting the notice convening the meeting except as provided in
the said Act.
Presence of 103. No business shall be transacted at any General Meeting,
Quorum unless the requisite quorum is present at the time when
the meeting proceeds to business. Five members
personally present and entitled to be present and to
vote shall be a quorum for a General Meeting for all
purposes save as otherwise expressly provided in the
said Act or in these
-39-
<PAGE>
presents. When more than one of the joint-holders of a
share is present not more than one of them shall be
counted for ascertaining the quorum. Several executors
or administrators of a deceased person in whose sole
name shares stand shall for the purpose of this clause
be deemed jointholders thereof.
If quorum not 104. If, within half an hour from the time appointed for
present, when holding the meeting, a quorum of members is not
meeting to be present, the meeting it convened by or upon such
dissolved and requisition of members as aforesaid shall be dissolved,
when to be but in any other case (subject to the provisions of
adjourned Articles 179(4)(b)) it shall stand adjourned to the
same day in the next week at the same place and time or
to such other day and at such other time and place as
the Directors may determine.
Adjourned 105. If at such adjourned meeting a quorum of members is not
meeting to present within half an hour from the time appointed for
transact holding the meeting, the members present, whatever
business even their number, shall be a quorum and may transact the
if no quorum business and decide upon all matters which could
present properly have been disposed of at the meeting from
which the adjournment took place, if a quorum had been
present thereat.
General Meeting 106. The Chairman of the Directors shall if present and
willing, be entitled to take the chair at every General
Meeting, whether Annual or Extraordinary, but if there
be no such Chairman or in case of his being present or
being unwilling or failing to take the chair within
fifteen minutes of the time appointed for holding such
meeting, the members present shall choose another
Director as Chairman and if all the Directors present
decline to take the chair or if there be no Director
present, then the members present shall choose one of
their own members to be Chairman of the meeting. If a
poll is demanded it shall be taken forthwith in
accordance with the provisions of Article 112. The
Chairman elected on a show of hands exercising all the
powers of the Chairman for the purpose of such poll. If
some other person is elected Chairman as a result of
such poll, he shall be the Chairman for the rest of the
meeting.
When chair 107. No business shall be transacted at any General Meeting,
vacant business except the election of Chairman, whilst the chair is
confined to vacant.
election of
Chairman
-40-
<PAGE>
Chairman with 108. The Chairman may with the consent of a majority of
consent of the members personally present at any meeting,
members may adjourn such meeting from time to time and from
adjourn meeting place to place in the city, town or village where
the Registered Office of the Company be situate 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. A resolution
passed at an adjourned meeting of the Company shall be
treated as having been passed on the date on which it
was in fact passed and shall not be deemed to have
been passed on any earlier date.
Notice of 109. Whenever any meeting is adjourned for thirty days or
adjournment more notice of such adjourned meeting shall be given
as in the case of an original meeting. Save as
aforesaid it shall not be necessary to give any notice
of any adjourned meeting or of the business to be
transacted at an adjourned meeting.
Voting to be by 110. No resolution submitted to a meeting, shall be
show of hands discussed nor put to vote until the same has been
proposed by a member present and entitled to vote on
such resolution and seconded by another member present
by a member present and entitled to vote on at and
entitled so to vote.
Chairman's 111. (1) At any General Meeting, a resolution put to vote
declaration of of the meeting shall, unless a poll is demanded
result of voting under Article 112, be decided on a show of hands.
by show of hands
Chairman's (2) A declaration by the Chairman in pursuance of
declaration of clause (1) hereof that on a show of hands a
result of voting resolution has or has not been carried or has
by show of hands or has not been carried either unanimously or
conclusive by particular majority and an entry to that
effect in the book containing the minutes of the
proceedings of the Company, shall be conclusive
evidence of the fact, without proof of the number
of proportion of the votes cast in favour of or
against such resolution.
Poll 112. (1) Before or on the declaration of the result of
the voting on any resolution on a show of hands a
poll may be ordered to be taken by the Chairman
of the meeting of his own motion and shall be
ordered to be taken by him on a demand made in
that behalf by:
(a) at least five members having the right to
vote on the resolution and present in person
or by proxy; or
-41-
<PAGE>
(b) by any member or members present in person or by
proxy and having not less than one-tenth of the
total voting power in respect of the resolution;
or
(c) by any member or members present in person or
proxy and holding shares in the Company
conferring a right to vote on the resolution
being shares on which an aggregate sum has been
paid-up which is not less than one-tenth of the
total sum paid-up on all the shares conferring
that right.
(2) The demand for a poll may be withdrawn at any time by
the person or persons who made the demand.
Time of taking (3) If a poll is duly demanded, the same, if on the
poll election of Chairman of a meeting or on any question
of adjournment, shall be taken at the meeting without
adjournment and if on any other question, (not being a
question relating to the election of a Chairman which
is provided for in Section 175 of the Act) shall be
taken in such manner and at such time and place and
either at once or after an interval or adjournment not
being later than forty-eight hours from the time when
the demand was made, as the Chairman of the meeting who
subject to the provisions of the said Act shall have
power to regulate the manner in which a poll shall be
taken, shall direct.
Poll how to be (4) Every such poll may be taken either by open voting or
taken by ballot as the Chairman of the meeting at which the
poll was demanded may direct. The result of the poll
shall be deemed to be the decision of the meeting on
the resolution on which the poll was taken.
Appointment of (5) Two scrutineers shall be appointed by the Chairman to
scrutineers scrutinise the votes given on the poll and to report
to him. The Chairman shall have the power at any time
before the result of the poll is declared to remove a
scrutineer from office and to fill vacancies in the
office of scrutineer arising from such removal or from
any other cause. At least one scrutineer shall be a
member present at the meeting not being an officer or
employee of the Company, provided such a member is
available and willing to be appointed.
Manner of taking (6) Subject to the provisions of the Act, the Chairman of
poll and result the meeting shall have power to regulate the manner in
thereof which a poll shall be taken.
-42-
<PAGE>
(7) The decision of the Chairman on any difference
between the scrutineers shall be conclusive.
Other business (8) The demand for a poll shall not prevent the
may proceed continuance of the meeting for the transaction of
notwithstanding any business other than the question on which the
demand for poll poll has been demanded.
Form of demand (9) A demand for a poll shall be made in the following
for Poll similar terms:
"We, the undersigned members of Wipro Limited
hereby demand a poll upon the resolution now
before this meeting. Dated this ________ day of
________________."
Casting vote of 113. In case of an equality of votes the Chairman of any
the Chairman meeting shall both on the show of hands and at a poll
(if any) held pursuant to a demand made at such
meeting, have a casting vote in addition to vote or
votes to which he may be entitled as a member.
Minutes of 114. (1) (a) The Company shall cause minutes of all
Proceedings of proceedings of General Meetings and of all
General Meetings proceedings at meetings of its Board of
of Board and Directors or of committees of the Board, to
other meeting be entered in books kept for the purpose.
(b) The minutes of each meeting shall contain a
fair and correct summary of the proceedings
thereat.
(c) All appointments of officers made at any time
of the meetings aforesaid shall be included
in the minutes of the meeting.
(d) In case of a meeting of the Board of
Directors or of a Committee of the Board, the
minutes shall also contain:
(i) the names of the Directors present at
the meeting; and
(ii) in the case of each resolution passed at
the meeting, the name of the Directors,
if any, dissenting from or not
concurring on the resolution.
-43-
<PAGE>
(e) Nothing contained in sub-clauses (a) to (b)
shall be deemed to require the inclusion of
the Chairman of the meeting:
(i) is or could reasonably be regarded as
defamatory of any person;
(ii) is irrelevant to the interests of the
Company;
(iii) is detrimental to the interests of the
Company.
Explanation: The Chairman shall exercise an
absolute discretion in regard to the inclusion or
non-inclusion of any matter in the minutes on the
grounds specified in this Article.
Minutes to be (2) Any such minute, if purporting to be signed by the
evidence Chairman of the meeting at which the proceedings took
place or by the Chairman of the next succeeding
meeting, shall be evidence of the proceedings.
Presumption to be (3) Where minutes of the proceedings of any General
drawn where Meeting of the Company or of any meeting of its Board
minutes duly Board of Directors or of a Committee of the Board have
drawn and signed been made and signed in accordance with the provisions
of Sections 193 and 194 of the Act and clauses (1) and
(2) hereof, then until the contrary is proved, the
meeting shall be deemed to have been duly called and
held and all proceedings thereat to have duly taken
place and in particular all appointments of Directors
or Liquidators made at the meeting shall be deemed to
be valid.
Inspection of 115. (1) The books containing the minutes of the
Minute Books of proceedings of any General Meetings of the
General Meeting Company shall
(a) be kept at the registered office of the Company;
and
(b) be open during business hours to the inspection
of any member without charge subject to such
reasonable restrictions as the Company may impose
so however that not less than two hours in each
day are allowed for inspection.
-44-
<PAGE>
(2) Any member shall be entitled to be furnished within
seven days after he has made request in that behalf to
the Company with a copy of any Minutes referred to in
sub-clause (1) on payment of 37 paise for every one
hundred words or fractional part thereof required to be
copied and that the Company shall comply with
provisions of Section 196 of the Act.
Publication of 116. No document purporting to be a report of the
reports of proceedings of any General Meeting of the Company shall
proceedings of be circulated or advertised at the expense of the
General Meeting Company unless it includes the matters required by
Section 193 of the Act to be contained in the Minutes
of the proceedings of such meeting.
XIV. VOTES OF MEMBERS
Indebted members 117. No member shall be entitled to exercise any voting
not to vote right on any question either personally or by proxy or
upon 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 or has exercised any right of lien.
Restrictions on 118. A member is not prohibited from exercising his voting
exercise of right on the ground that he has held his share or other
voting rights in interest in the Company for any specified period
other cases to preceding the date on which the vote is taken, or on
be void any other ground not being a ground set out in Article
117.
Vote of person of 119. A member of unsound mind or in respect of whom an
unsound mind order has been made by any court having jurisdiction
in lunacy, may vote, whether on a show of hands or at
a poll by his committee or other legal guardian and
not otherwise, and any such committee or guardian may,
on a poll, vote by proxy.
Power of Court to 120. (1) If for any reason it is impracticable to call a
order meeting to meeting of the Company other than an Annual
be called General Meeting in any manner in which meetings
of the Company may be called or to hold or
conduct the meeting of the Company in the manner
prescribed by the Act or the Articles the Court
may either of its own motion or on the
application of any Directors of the Company or of
any member of the Company who would be entitled
to vote at the meeting:
-45-
<PAGE>
(a) order a meeting of the Company to be called,
held and conducted in such manner as the
Court thinks fit, and
(b) give such ancillary or consequential
directions as the Court thinks expedient
including directions modifying or
supplementing in relation to the calling,
holding and conducting of the meeting, the
operation of the provisions of the Act and of
the Company's Articles.
Explanation: The directions that may be given
under sub-section (1) of Section 186 of the Act
may include a direction that one member of the
Company present in person or proxy shall be deemed
to constitute a meeting.
(2) Any meeting called, held and conducted in
accordance with any order shall for all purposes
be deemed to be a meeting of the Company duly
called, held and conducted.
Representation of 121. A body corporate (whether a company within the meaning
corporations of the said Act or not) may by resolution of its Board
of Directors or other governing body authorise such
persons as it thinks fit to act as its representative
at any meeting of the Company, or at any meeting of
any class of members of the Company. A person
authorised by resolution as aforesaid 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 that body
could exercise if it were a member, creditor or holder
of debentures of the Company.
Number of votes 122. (a) Subject and without prejudice to any special
to which member privileges or restrictions or conditions for the
is entitled time being attached to or affecting the
preference or other special classes of shares, if
any, issued by and for the time being forming
part of the capital of the Company every member,
entitled to vote under the provisions of these
presents and not disqualified by the provisions
of Articles 117 and 119 or by any other Article
shall on a show of hands have one vote and upon a
poll every member, present in person or proxy or
agent duly authorised by a power-of-attorney or
representative duly authorised and not
disqualified as aforesaid, shall have voting
rights in proportion to his share of the paid-up
equity capital of the Company subject however to
any limits imposed by law. But no member shall
have voting right in respect of any moneys paid
in advance as provided by Article 42.
-46-
<PAGE>
No voting by (b) No member not personally present shall be
proxy on show of entitled to vote on a show of hands unless such
hands member is a body corporate present by proxy or by
a representative duly authorised under Section
187 of the Act in which case such proxy or
representative may vote on a show of hands as if
he were a member of the Company.
Right to use 123. On a poll taken at a meeting of the Company a member
votes differently 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. A member or his
proxy who votes shall be deemed to have used all his
votes unless he expressly gives written notice to the
contrary at the time he casts any votes.
Joint-holders' 124. Where there are joint registered holders of any share
voting any one of such persons may vote at any meeting in
respect of such share as if he were solely entitled
thereto and if more than one of such jointholders be
present at any meeting that one of the said persons so
present whose name stands first on the register in
respect of such shares shall alone be entitled to vote
in respect thereof. Where there are several executors
or administrators of a deceased member in whose sole
name any shares stand, and one of such executors or
administrators may vote in respect of such shares
unless any other of such executors or administrators
is present at the meeting at which such a vote is
tendered and objects to the votes.
Votes of a person 125 (1) Any person entitled under the transmission clause
entitled to a (Article 64) to transfer any shares shall not be
share on entitled to be present, or to vote at any meeting
transmission either personally or by proxy, in respect of such
shares, unless forty-eight hours at least before
the time for holding the meeting or adjourned
meeting, as the case may be, at which he proposes
to be present and to vote he shall have satisfied
the Directors of his right to transfer such shares
(as to which the opinion of the Directors shall be
final), or unless the Directors shall have
previously admitted his right to vote in respect
thereof.
(2) In every notice calling a meeting of the Company
there shall appear with reasonable prominence a
statement that a member entitled to attend and
vote is entitled to appoint one or more proxies to
attend and vote instead of himself and that a
proxy need not be a member.
-47-
<PAGE>
Proxies 126. Any member entitled to attend and vote at a meeting of
the Company shall be entitled to appoint another person
(whether a member or not) as his proxy to attend and
vote instead of himself but a proxy so appointed shall
not have any right to speak at the meeting provided
that unless where the proxy is appointed by a body
corporate a proxy shall not be entitled to vote except
on a poll.
Instrument of 127. The instrument appointing a proxy shall be in writing
proxy to be in and shall be signed by the appointer or his attorney
writing duly authorised in writing. If the appointer is a body
corporate such instrument shall be under its seal or be
Proxy may demand signed by an officer or an attorney duly authorised by
poll it, or by the persons authorised to act as the
representative of such company under Article 121. Any
instrument appointing a proxy to vote at a meeting
shall be deemed to include the power to demand or join
in the demand for a poll on behalf of the appointer.
Instrument of 128. No instrument of proxy shall be treated as valid and
proxy to be no person shall be allowed to vote or act as proxy at
deposited at the any meeting under an instrument of proxy, unless such
Registered Office instrument of proxy and power-of-attorney or other
authority (if any) under which it is signed or a
notarially certified copy of that power or authority
shall have been deposited at the Registered Office of
the Company at least forty-eight hours before the time
appointed for holding the meeting or adjourned meeting
at which the persons named in such instrument proposes
to vote. An instrument appointing a proxy or an
attorney permanently or for a certain period once
registered with the Company need not be again
registered before each successive meeting and shall be
in force until the same shall be revoked.
Notwithstanding that a power-of-attorney or other
authority has been registered in the records of the
Company, the Company may by notice in writing
addressed to the member or to attorney at least seven
days before the date of a meeting require him to
produce the original power-of-attorney or authority
and unless the same is thereupon deposited with the
Company the attorney shall not be entitled to vote at
such meeting unless the Directors in their absolute
discretion excuse such non-production and deposit.
-48-
<PAGE>
Custody of the 129. If any such instrument of appointment be confined to
instrument of the objects of appointing an attorney or proxy or
appointment substitute, it shall remain, permanent or for such
time as the Directors may determine in the custody of
the Company and if embracing other objects, a copy
thereof, examined with the original shall be delivered
to the Company to remain in the custody of Company.
Form of Proxy 130. The instrument appointing a proxy whether for a
specified meeting or otherwise may be in either of the
forms set out in Schedule IX to the said Act or the
following form or as near thereto as circumstances
admit:
FORM OF PROXY
WIPRO LIMITED
I/We __________________of _____________________ in the
district of __________________ being a member(s) of
the above named company do hereby appoint
____________________ of _____________ in the district
of _________________ or failing him ________________
of _________________ in the district of
__________________ as my/our proxy to vote for me/us
and on behalf of me/us at the Annual General
Meeting/General Meeting (not being an Annual General
Meeting) of the Company to be held on the __________
day of ________ and at an adjournment thereof.
As witness my hand this ________ day of _________
Signed by the said _____________ in the presence of:
Vote of proxy 131. A vote given in pursuance of an instrument of proxy
how far valid shall be valid, notwithstanding the previous death of
the principal or the revocation of the proxy or any
power-of-attorney under which such proxy was signed or
the transfer of the shares in respect of which the
vote is given provided no intimation in writing of the
death, revocation or transfer shall have been received
at the Registered Office of the Company before the
vote is given.
-49-
<PAGE>
Time for 132. No objection shall be made to the validity of any vote
objection to vote except at the meeting or adjourned meeting or poll at
which such vote shall be tendered and every vote
whether given personally or by proxy, and not
disallowed at such meeting or poll, shall be deemed
valid for all purposes of such meeting or poll
whatsoever.
Chairman sole 133. The Chairman of any meeting shall be the sole judge of
judge of the the validity of every vote tendered at such meeting
validity of a vote and the Chairman present at the taking of a
poll shall be the sole judge of the validity of every
vote tendered at such poll.
XV. INTEREST OUT OF CAPITAL
Payment of 134. Where any shares are issued for the purpose of raising
interest out of money to defray the expenses of the construction of
capital any works or buildings or the provisions of any plant
which cannot be made profitable for a lengthened
period the Company may pay interest on so much of that
Share Capital as is for the time being paid up for
period and subject to the conditions and restrictions
provided by Section 208 of the said Act and may charge
the same to capital as part of the cost of
construction of the work or building or the provisions
of the plant.
XVI. DIVIDENDS AND CAPITALISATION
The Company in 135. The Company in General Meeting may declare a dividend
General Meeting to be paid to the members according to their
may declare a respective rights and interests in the profits, and
dividend may fix the time for the payment thereof.
Equal rights of 136. Any share holder whose name is entered in the Register
shareholders of Members of the Company shall enjoy the rights and
be subject to the same liabilities as all other
shareholders of the same class.
Power of 137. No larger dividend shall be declared than is
Directors to recommended by the Directors, but the Company in
limit dividend General Meeting may declare a smaller dividend.
-50-
<PAGE>
Dividends in 138. Unless the Company otherwise resolves, dividends shall
proportion to be paid in proportion to the amount paid up or
the amount paid credited as paid up on each share, where a larger
up. amount is paid up or credited as paid up on some share
than on others. Provided always that any capital paid
up on a share during the period in respect of which a
dividend is declared shall unless otherwise resolved
be only entitled the holder of such share to a
proportionate amount of such dividend from the date of
payment.
Capital advanced Capital paid-up in advance of calls shall not confer a
on interest not right to dividend or to participate in profits
to earn dividends
Dividends out of 139. No dividends shall be payable except out of profits of
profits only and the Company of the year or any other undistributed
not to carry profits and no dividend shall carry interest against
interest what to the Company. The declaration of the Directors as to
be deemed profits the amount of the net profits Company shall be
conclusive.
Ad-interim 140. The Directors may, from time to time, declare and pay
dividend to the members such interim dividend as in their
judgement the position of the Company justifies.
No member to 141. No member shall be entitled to receive payment of any
receive dividend dividend in respect of any share or shares on which
while indebted the Company has a lien, or whilst any amount due or
to the Company owing from time to time to the Company, either alone
or jointly with any other person or persons, in
respect of such share or shares, or on any other
account whatsoever, remains unpaid, and the Directors
may retain, apply and adjust such dividend in or
towards satisfaction of all debts, liabilities, or
engagements in respect of which the lien exists, and
of all such money due as aforesaid.
Retention of 142. The Directors may retain the dividends payable upon
dividends until shares in respect of which any person is under the
completion of transmission clause entitled to become a member, or
transfer under which any person under the same clause is entitled to
the transmission transfer, until such person shall become a member
clause in respect thereof or shall duly transfer the same.
-51-
<PAGE>
Transfer must be 143. (a) A transfer of shares shall not pass the right to
registered to any dividend declared thereon before the
pass right to registration of the transfer.
dividend
Dividend to be (b) No dividend shall be paid by the Company in
paid to respect of any share except to the registered
registered holder holder of such share or to his order or to his
bankers and in case a share warrant has been
issued in respect of the share to the bearer of
share warrant or to his bankers.
Dividend when 144. All dividend shall be paid or the cheque or warrant
and how to be in respect thereof shall be posted within forty-two
paid days of the date on which such dividend is declared by
the Company. Unless otherwise resolved by the
Directors dividends shall ordinarily be paid by cheque
or warrant sent through the post to the registered
address of the member or person entitled, or in case
of joint-holders to the registered address of that one
of them first named in the register in respect of the
joint holding. Every such cheque or warrant shall be
made payable to the order of the person to whom it is
sent. The Company shall not be liable or responsible
for any cheque or warrant lost in transmission or for
any dividend lost to the member or person entitled
thereto by forged endorsements on any cheque or
warrant, or the fraudulent or improper recovery
thereof by any other means.
Notice of 145. Notice of the declaration of any dividend whether
dividends interim or otherwise, shall be given to the members
in the manner hereinafter provided for giving of
notice to member.
Production of 146. The Directors may, it they think fit, call upon the
share members, when applying for dividends, to produce
certificate when their share certificates to such person or persons
applying for appointed by them in that behalf.
dividends
Any one of 147. Any one of several persons who are registered as
Joint-holders of joint-holders of any share may give effectual receipts
share may for all dividends and payments on account of dividends
receive dividends in respect of such share.
-52-
<PAGE>
Unclaimed 148. All dividends unclaimed for one year after having
dividend when to been declared may be invested or otherwise made use
be used by the of by the Directors for the benefit of the Company
Company until claimed, and all dividends unclaimed till the
claim thereto becomes barred by law may be forfeited
by the Directors for benefit of the Company. The
Directors may remit the forfeiture whenever they may
think proper.
Dividend payable 149. No dividend shall be payable except in cash.
in cash
Provided that nothing herein shall be deemed to
prohibit the capitalisation of profits or reserves of
the Company for the purpose of issuing fully paid-up
bonus shares or paying up any amount for the time
being unpaid on any shares held by the members of the
Company.
Dividend and call 150. Any General Meeting declaring a dividend may make a
together Set off Call on the Members of such amount as the meeting
allowed fixes and so that the Call be made payable at the
same time as the dividend, and the dividend may, if
so resolved by the Company in General Meeting be set
off against the Calls.
Making of call 151. The making of a Call (under Article 150) shall be
special Business deemed special business of any General Meeting which
declares a dividend.
Capitalisation 152. A General Meeting may on the recommendation of the
Board, direct capitalisation of the whole or any part
of the undivided profits for the time being of the
Company or the whole or any part of the Reserve Fund
or other funds of the Company including the moneys in
the Share Premium Account and the Capital Redemption
Reserve Fund or the premises received on the issue of
any shares, debentures or debenture-stock of the
Company and that such sum be accordingly set free for
the purpose, (1) by the issue and distribution, among
the holders of the shares of the Company or any of
them, in accordance with their respective rights and
interests and in proportion to the amounts paid or
credited as paid up thereon, of paid-up shares,
debentures, debenture-stock bonds or other obligations
of the Company, or (2) by crediting any shares of the
Company which may have been issued and are not fully
paid up, in proportion to the amounts paid or credited
as paid up thereon respectively, with the whole or any
part of the same. The Directors shall give effect to
such resolution and apply such portion of the profits
or Reserve Fund or premiums as may be required for the
purpose of making payment in full at par for the
shares, debentures, debenture-stock, bonds, or other
obligations of the Company so
-53-
<PAGE>
distributed or (as the case may be) for the purpose of
paying, in whole or in part the amount remaining
unpaid on the ordinary shares which may have been
issued and are not fully paid up, provided that no
such distribution or payment shall be made unless
recommended by the Board. Provided, however, that the
moneys in the Share Premium Account and the Capital
Reserve Fund or the premiums received on the issue of
any shares, debentures or debenture-stock of the
Company shall only be applied in the paying up of
unissued shares to be issued to members of the Company
as fully paid bonus shares. For the purposes aforesaid
the Board shall make all appropriations and
applications of the moneys resolved to be capitalised
as aforesaid and allotments and issues of fully paid
shares or debentures, if any. Where any difficulty
arises in respect of such distribution or payment, the
Board may settle the same as they think expedient, and
in particular they may issue fractional certificates
and generally may make such arrangements for the
acceptance, allotment and sale of such shares,
debentures, debenture-stock, bonds or other
obligations and fractional certificates or otherwise
as they may think fit, and they may make cash payment
to any holders of shares on the footing of the value
so fixed in order to adjust rights may vest any
shares, debentures, debenture-stock, bonds, or other
obligations in trustees upon such trust for adjusting
such rights as may seem expedient to the Board. In
cases where some of the shares of the Company are
fully paid and other are partly paid only such
capitalisation may be effected by the distribution of
further shares in respect of the other fully paid
shares, and by crediting the partly paid shares with
the whole or part of the unpaid liability thereon, but
so that as between the holders of the fully paid
shares, and the partly paid shares the sums so applied
in the payment of such further shares and in the
extinguishment or diminution of the liability of the
partly paid shares shall be so applied pro rata in
proportion to the amounts then already paid or
credited as paid on the existing fully paid or and
partly paid shares respectively. When deemed
requisite, a proper contract shall be filed in
accordance with Section 75 of the said Act, and the
Board may appoint any person to sign such contract on
behalf of the holders of the shares of the company
which shall have been issued prior to such
capitalisation and such appointment shall be
effective.
For the purposes above set out the Company may apply
the Share Premium Account subject to the provisions of
Section 78(2) of the said Act and the Capital
Redemption Reserve Fund subject to the provisions of
Section 80(5) of the said Act.
-54-
<PAGE>
XVII. ACCOUNTS
Accounts 153. (1) The Directors shall keep or cause to be kept at
the Registered Office of the Company or at such
place in India as the Board thinks fit proper
books of accounts in respect of:
(a) all sums of money received and expended by
the Company, and the matters in respect of
which the receipt and expenditure take
place;
(b) all sales and purchase of goods by the
Company; and
(c) the assets and liabilities of the Company.
(2) Proper books of account shall also be kept at
each branch office of the Company, whether in or
outside India, relating to the transactions of
that office and proper summarised returns made up
to dates at intervals of not more than three
months shall be sent by each branch office to the
Company at its Registered Office of the Company
or the other place referred to in clause (1)
hereof.
(3) The books of account referred to in clause (1)
and (2) shall be such books as are necessary to
give a true and fair view of the state of affairs
of the Company or such branch office and to
explain its transaction.
(4) The books of accounts and other Books and Papers
shall be open to inspection by any Directors
during business hours.
(5) The Directors shall comply in all respects with
Sections 209 to 220 of the said Act and any
statutory modifications thereof.
Inspection to 154. The Directors shall, from time to time, determine
members when whether and to what extent, and at what times and
allowed 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 the members not
being Directors; and no member (not being a Director)
shall have any right of inspection of any account or
book or document of the Company except as conferred by
law or authorised by the Directors, or by a resolution
of the Company in General Meeting.
-55-
<PAGE>
Balance Sheet and 155. Subject to Section 210 of the Act at every Annual
Profit and Loss General Meeting of the Company the Directors shall lay
Account to be before the Company a Balance Sheet and Profit and Loss
laid before the Account for the period since the preceding account
members made up to date not earlier than the date of the
meeting by more than six months unless an extension of
time has been granted by the Registrar under Section
166(1)(c) of the said Act. Such Balance Sheet and
Profit and Loss Account may be for a period of one
year or less or more than one year, but such period
shall not exceed fifteen months unless special
permission is granted by the Registrar under Section
210(4) of the said Act.
Contents of 156. The Balance Sheet shall give a true and fair view of
Balance Sheet the state of affairs of the Company at the end of the
and Profit and period of the account.
Loss Account
The Profit and Loss Account shall give a true and fair
view of the profit and loss of the Company for the
period of account.
The Balance Sheet and Profit and Loss Account shall
comply with the provisions 211 and 212 of the said
Act.
Balance Sheet and 157. The Balance Sheet and Profit and Loss Account shall be
Accounts and signed in accordance with the provisions of Section
Report how to be 215 of the said Act.
signed
The Profit and Loss Account shall be annexed to the
Balance Sheet and Auditors' Report shall be attached
thereto.
The Directors shall make out and attach to every
Balance Sheet laid before the Company in General
Meeting a Report of the Board of Directors which shall
comply with the requirements of and shall be signed in
the manner provided by Section 217 of the said Act.
Right of Members 158. (1) A copy of every Balance Sheet (including the
to copies of Profit and Loss Account, the Auditors' Report and
Balance Sheet and every other document required by law to be
Auditors' Report annexed or attached, as the case may be, to the
Balance Sheet) which is to be laid before the
Company in General Meeting shall not less than
twenty one days before the date of meeting be
sent to every member of the Company and to other
persons entitled thereto under the provisions of
Section 219 of the said Act.
-56-
<PAGE>
If the copies of the documents aforesaid are sent
less than twenty one days before the date of the
meeting they shall, notwithstanding that fact, be
deemed to have been duly sent if it is so agreed
by all the members entitled to vote at the
meeting.
(2) Any member or holder of debentures of the Company
whether he is or is not entitled to have copies
of the Company's Balance Sheet sent to him, shall
on demand, be entitled to be furnished without
charge, and any person from whom the Company has
accepted a sum of money by way of deposit shall
on demand accompanied by the payment of a fee of
one rupee, be entitled to be furnished with a
copy of the last Balance Sheet of the Company and
every documents required by law to be annexed or
attached, thereto, including the Profit and Loss
Account and the Auditor's report.
Copies of Balance 159. (1) After the Balance Sheet and Profit and Loss
Sheet etc. to be Account have been laid before the Company at the
filed Annual General Meeting the Company shall file
with the Registrar at the same time as the copy
of the Annual Return referred to in Section 161
of the said Act, three copies of the Balance
Sheet and Profit and Loss Account signed in the
manner provided in Section 220 of the said Act
together with three copies of all documents which
are required by the said Act to be annexed or
attached to such Balance Sheet or Profit and Loss
Account.
(2) If the Annual General Meeting before which a
Balance Sheet is laid as aforesaid does not adopt
the Balance Sheet, statement of that fact and of
the reasons therefor shall be annexed to the
Balance Sheet and to the copies thereof required
to be filed with the Registrar.
When accounts to 160. Every account when audited and approved by a General
be deemed Meeting shall be conclusive, except as regards any
finally settled error discovered therein within three months next
after the approval thereof. Whenever any error is
discovered within the period, the account shall
forthwith be corrected and thenceforth shall be
conclusive.
XVIII. AUDIT
Accounts when to 161. (a) The correctness of the Profit and Loss Account
be audited and Balance Sheet shall be ascertained by one or
more Auditor or Auditors.
-57-
<PAGE>
Audit of Branch (b) Where the Company has a branch office, the
office Accounts Account of that office shall, unless the Company
in General Meeting decides, otherwise, be audited
by a person qualified for appointment as Auditor
of the Company under Section 226 of the said Act,
or where the branch office is situated in a
country outside India either by a person
qualified as aforesaid or by an accountant duly
qualified to act as an Auditor of the accounts of
the branch office in accordance with the laws of
that country.
Appointment of 162. (1) The Company shall at each Annual General Meeting
Auditor appoint an Auditor or Auditors to hold office
from the conclusion of that meeting until the
conclusion of the next Annual General Meeting.
(2) At any Annual General Meeting, a retiring
Auditor, by whatsoever authority appointed, shall
be re-appointed, unless:
(a) he is not qualified for re-appointment;
(b) he has given the Company notice in writing
of his unwillingness to be re-appointed;
(c) a resolution has been passed at that meeting
appointing somebody instead of him or
providing expressly that he shall not be re-
appointed; or
(d) where notice has been given of an intended
resolution to appoint some person or persons
in the place of a retiring Auditor and by
reason of the death, incapacity of
disqualification of that person or of all
these persons, as the case may be, the
resolution cannot be proceeded with.
(3) Where at any Annual General Meeting no Auditors
are appointed or re-appointed, the Central
Government may appoint a person to fill the
vacancy. The Company shall within seven days of
the Central Government's power under this clause
becoming exercisable, give notice of that fact to
the Central Government.
(4) (a) The Board may fill any casual vacancy in the
office of an Auditor; but while any such
vacancy continues, the remaining Auditor or
Auditors, if any, may act;
-58-
<PAGE>
Provided that where such vacancy is caused
by the resignation of an Auditor, the
vacancy shall only be filled by the Company
in General Meeting.
(b) Any auditor appointed in a Casual vacancy
shall hold office until the conclusion of
the next Annual General Meeting.
(5) Any Auditor may be removed from Office before the
expiry of his term only by the Company in General
Meeting after obtaining the previous approval of
the Central Government in that behalf.
Auditors (6) The Remuneration of the Auditors of the Company:
remuneration
(a) in the case of an Auditor appointed by the
Board or the Central Government, may be
fixed by the Board or the Central
Government, as the case may be; and
(b) subject to sub-clause (a) shall be fixed by
the Company in General Meeting or in such
manner as the Company in General Meeting may
determine.
For the purpose of this sub-clause any sums
paid by the Company in respect of the
Auditors expenses shall be deemed to be
included in the expression "remuneration".
Special Notice 163. (1) Special Notice as provided by Section 190 of the
regarding said Act shall be required for a resolution at an
Auditors Annual General Meeting appointing as Auditor a
person other than a retiring auditor, or
providing expressly that a retiring Auditor shall
not be re-appointed.
(2) On Receipt of notice of such resolution the
Company shall duly comply with the provisions of
Section 225 of the said Act.
Qualifications 164. (1) An Auditor must hold the necessary qualifications
and and be qualified for appointment as provided in
disqualificatios Section 226 of the said Act.
of Auditors
-59-
<PAGE>
(2) If an Auditor becomes subject, after his
appointment, to any of the disqualifications
specified in sub-sections (3) and (4) of the said
section, he shall be deemed to have vacated his
office as such.
Powers and rights 165. (1) Every Auditor of the Company shall have a right
of auditors of access at all times to the books and accounts
and vouchers of the Company, whether kept at the
head office of the Company or elsewhere, and
shall be entitled to require from the officers of
the Company such information and explanation as
the Auditor may think necessary for the
performance of his duties as Auditor.
(2) Where the accounts of any branch office are not
audited, the Company's Auditor shall be entitled
to visit the branch office, if he deems it
necessary to do so for the performance of his
duties as Auditor, and shall have a right of
access at all times to the books and accounts and
vouchers of the Company maintained at the branch
office.
Right of Auditor (3) All notice of and other communications relating
to attend to any General Meeting of the Company which any
General Meeting member of the company is entitled to have sent to
him shall also be forwarded to the Auditor of the
Company and the Auditor shall be entitled to have
notice of and attend any General Meeting and to
be heard at any General Meeting which he attends
on any part of the business which concerns him as
Auditor.
Duties of Auditors 166. (1) The Auditor shall make a Report to the members of
the Company on the Accounts examined by him, and
on every Balance Sheet and Profit and Loss
Account and on every other document declared by
the said Act to be part of or annexed to the
Balance Sheet or Profit and Loss Account, which
are laid before the Company in General Meeting
during his tenure of office. Such Report shall
comply with the provisions of Section 227(2) of
the said Act.
(2) Such Report and other documents of the Company
required by law to be signed or authenticated by
the Auditors, shall be signed or authenticated in
the manner provided by Section 229 of the said
Act.
-60-
<PAGE>
Reading and 167. The Auditors' Report shall be read before the Company
Inspection of in General Meeting and shall be open to inspection by
Auditors' Report any member of the Company.
XIX. DIRECTORS, THEIR QUALIFICATION AND REMUNERATION
Number of 168. The number of Directors shall not be less than four
Mortgage and not more than twelve Directors or such higher
Directors number of Directors as may be permitted under the
Companies Act, 1956 as amended or replaced from time
to time.
Directors 169. At the time of adoption of these Articles the
Directors shall be:
1. Shri. MAHOMED HUSSEIN HASHAM PREMJI
2. Shri. RATILAL MULJI GANDHI
3. Shri. RATANSEY KARSONDAS VISSANJI
4 Shri. MOHAMED HUSSIAN R. CHINOY
5. Shri. HAMIR KARSONDAS VISSANJI
6. Shri. PRATAP BHOGILAL
7. Shri. SHANTILAL L. THAR
8. Shri. SHIAVAX R. VAKIL
Directors of 170. If and when the Company shall issue debentures the
Mortgage holders of such debentures, or if and when the Company
Debentures shall create a mortgage of any property, the mortgagee
or mortgagees to whom such property shall be
mortgaged, may have the right to appoint and nominate
and from time to time remove and re-appoint a Director
or Directors, in accordance with the provisions of the
Trust Deed securing the said debentures, or the deed
creating such mortgages, as the case may be. A
Director so appointed under this Article, is herein
referred to as "The Debenture Director" and the term
"Debenture Director" means a Director for the time
being in office under the Article, and he shall have
all the rights and privileges of an ordinary Director
of the Company, except in so far as is otherwise
provided for herein or by the Trust Deed securing the
Debentures or the deed creating the mortgage, as the
case may be.
Special Director 171. Any deed for securing loans by the Company from
financial corporations may be so arranged to provide
for the appointment from time to time by the lending
financial corporation of some person or persons to be
a director or directors of the Company and may empower
such lending financial corporation from time to time
to remove and
-61-
<PAGE>
re-appoint any Director so appointed. A Director
appointed under this Article is herein referred as
"Special Director" and the term "Special Director"
means any director for time being in office under this
Article. The Special Director shall not be bound to
hold any qualification shares and shall not be liable
to retire by rotation or be removed by the Company.
The deed aforesaid may contain ancillary provisions as
may be arranged between the Company and the lending
corporation and all such provisions shall have effect
notwithstanding any of the other provisions herein
contained.
The provisions of this Article shall be subject to the
provision of Section 255 of the Act.
Qualification of 172. No Director of the Company be required to hold any
a Director qualification shares.
Register of 173. The Directors shall arrange to maintain at the
Directors etc. Registered office of the Company a Register of
and of Directors Directors, Managing Agents, if any, Secretary and
Shareholdings Treasurers if any, etc., containing the particulars
and in the from prescribed by Section 303 of the said
Act and a Register of Director's shareholding as
required by Section 307 of the said Act. It shall be
the duty of every Director and other persons regarding
whom particulars have to be maintained in such
Registers to disclose to the Company any matters
relating to himself as may be necessary to comply with
the provisions of the said sections.
Directors' fee 174. The remuneration of every Directors, Inclusive of the
for attending Alternate Director if any, Special Director, if any,
Meeting and the Debenture Director, if any, shall be such
amount as may be fixed by the Directors, not exceeding
Rupees Five Hundred for every meeting of the Board or
of a Committee or such other amount as may be
prescribed by Central Government.
175. Subject to the provisions of Section 309 and 310 of
the said Act:
Additional (a) Any one or more of the Directors shall be paid
Remuneration for such additional remuneration as may be fixed by
Services the Directors for services rendered by him or
them and any one or more of the Directors shall
be paid further remuneration if any as the
Company in General Meeting or the Board of
Directors shall from time to time determine. Such
remuneration and/or additional remuneration may
be paid by way of salary or commission on net
profits or turnover or by participation in
profits or by way of perquisites or in any other
manner or by any or all of those modes.
-62-
<PAGE>
Additional (b) If any director, being willing shall be called
Remuneration for upon to perform extra services, or to make any
extra Services special exertion in going or residing out of
Bombay or otherwise for any of the purposes of
the Company, the Company in General Meeting or
the Board of Directors shall, subject as
aforesaid, remunerate such Director or where
there is more than one such Director all or such
of them together either by a fixed sum or by a
percentage of profits or in any other manner as
may be determined by the Directors and such
remuneration may be either in addition to or in
substitution for the remuneration above provided.
Remuneration of 176. The Directors may from time to time fix the
Committee remuneration to be paid to any member or members of
their body constituting a committee appointed by the
Directors in terms of these articles not exceeding Rs.
250 per meeting attended by him in addition to
allowance under Article 174 and may pay the same.
176A. The Board of Directors may allow and pay to any
Director fair compensation for his travelling and
other expenses incurred in connection with the
business of the Company including attendance at
meeting of the Board or Committee thereof.
176A. The Board of Directors may allow and pay to any
Director fair compensation for his travelling and
other expenses incurred in connection with the
business of the Company including attendance at
meeting of the Board of Committee thereof.
XX. APPOINTMENT AND ROTATION OF DIRECTORS
Appointment of 177. A person shall not be capable of being appointed
Directors Director of the Company, if:
(a) he has been found to be unsound mind by court of
competent jurisdiction and the finding is in
force;
(b) he is an undischarged insolvent;
(c) he has applied to be adjudicated as an insolvent
and his application is pending;
(d) he has been convicted by a Court in India of any
offence involving moral turpitude and sentenced
in respect thereof to imprisonment for not less
than 6 months, and a period of five years has not
elapsed from the date of expiry of the sentence;
unless such disqualification is removed by the
Central Government;
(e) he has not paid any call in respect of shares of
the Company
-63-
<PAGE>
held by him, whether alone or jointly with others
and six months have elapsed from the last day
fixed for the payment for the call; unless such
disqualification is removed by the Central
Government; or
(f) an order disqualifying him for appointment as
Director has been passed by a Court in pursuance
of Section 203 of the said Act and is in force,
unless the leave of the Court has been obtained
for his appointment in pursuance of that section.
Appointment of 178. (1) No less than two-thirds of the total number of
Directors and Directors of the Company shall:
proportion to
retire by rotation
(a) be persons whose period of office is liable
to determination by retirement of Directors
by rotation; and
(b) save as otherwise expressly provided in the
said Act, be appointed by the Company in
General Meeting.
(2) The remaining Directors of the Company shall also
be appointed by the Company in General Meeting
except to the extent that the Articles otherwise
provide or permit.
Provision 179. (1) Subject to the provisions of Section 256 of the
regarding Act at every Annual General Meeting, one-third of
Directors such of the Directors for the time being as are
retiring by liable to retire by rotation, or if their number
rotation is not three or a multiple of three, then the
number nearest to one-third, shall retire from
office.
(2) The Directors to retire by rotation at every
Annual General Meeting 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.
(3) A retiring Director shall be eligible for re-
election.
(4) (a) At the Annual General Meeting at which a
Director retires as aforesaid, the Company
may fill up the vacancy by appointing the
retiring Director or some other person
thereto.
-64-
<PAGE>
(b) 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.
(c) 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 a 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 his
appointment or re-appointment by
virtue of any provisions of the said
Act; or
(v) the proviso to sub-section (2) of
Section 263 or Article 184(2) is
applicable to the same.
Removal of Director 180. The Company may by an ordinary resolution remove any
Director (not being a Director appointed by the
Central Government in pursuance of Section 408 of the
Act) in accordance with the provisions of Section 284
of the Act. A Director so removed shall not be re-
appointed a Director by the Board of Directors.
Company may fill 181. Subject to the provisions of Section 261 of the said
up a vacancy Act, the Company may at any Annual General Meeting
fill up the Office of any Director vacated during the
previous year and not already filled up.
Notice of 182. A person who is not a retiring Director shall subject
candidature when to the provisions of the said Act, be eligible for
to be given appointment to the Office of Director at any General
Meeting, if he or some member intending to propose him
-65-
<PAGE>
has, not less than fourteen days before the meeting,
left at the Registered Office of the Company a notice
in writing under his hand signifying his candidature
for the office of Directors or the Intention of such
member to propose him as a candidate for the office as
the case may be.
Consent of 183. (1) Every person (other than a Director retiring by
candidate for rotation or otherwise or a person who has left at
Directorship to the office of the Company a notice under Section
be filed with the 257 signifying his candidature for the office of
Registrar a Director) proposed as a candidate for the
office of a Director shall sign and file with the
Company, his consent in writing to act as a
Director, if appointed.
(2) A person other than:
(a) a Director re-appointed after retirement by
rotation or immediately on the expiry of his
term of office or
(b) an Additional or Alternate Director, or a
person filling a casual vacancy in the office
of a Director under Section 262 of the Act,
appointed as a Director or re-appointed as an
Additional or Alternate Director, immediately
on the expiry of his term of office; or
(c) a person named as a Director of the Company
under its Articles as first registered, shall
not act as a director of the Company unless
he has within thirty days of his appointment
signed and filed with the Registrar his
consent in writing to act as such director.
Appointment of 184. (1) At a General Meeting of the Company a motion
Directors to be shall not be made for the appointment of two or
voted on more persons as Directors of the Company by a
individually single resolution, unless a resolution that is
shall be so made has first been agreed to by the
meeting without any vote being given against it.
(2) A resolution moved in contravention of clause (1)
shall be void, whether or not objection was taken
at the time to its being so moved; provided that
where a resolution so moved is passed, no
provision for the automatic re-appointment of
retiring Directors in default of another
appointment, shall apply.
-66-
<PAGE>
(3) For the purpose of this Article a motion for
approving a person's appointment, or for
nominating a person for appointing shall be
treated as a motion for his appointment.
Directors may 185. The Directors shall have power at any time and from
appoint time to time, to appoint one or more additional
additional Directors provided that the total number of directors
Directors shall not thereby exceed the maximum number fixed by
Article 168. Each such Additional Director shall hold
office only up to the date of the next following
Annual General Meeting, but shall be eligible for
appointment by the Company at that meeting as a
Director.
Filling up of 186. (1) It the office of any Director appointed by the
casual vacancies Company in General Meeting is vacated before his
term of office vacancies expires in the normal
course, the resulting casual vacancy may be
filled by the Board of Directors at a meeting of
the Board.
(2) Any person so appointed shall hold office only up
to the date up to which the Director in whose
place he is appointed would have held office if
it has not been vacated as aforesaid.
Appointment of 187. (1) The provisions of Section 313 of the Act shall
Alternate Director apply and the Board of Directors may appoint an
Alternate Director to act for a Director
(hereinafter called "the Original Director")
during his absence for a period of not less than
three months from the State in which the meetings
are ordinarily hold.
Whenever any Director appointed under Section 261
of the said Act is likely to be absent from the
State in which the meetings are taking place for
a period of not less than three months the Board
of Directors shall be entitled to appoint an
Alternate Director in his place, and such
Alternate Director may be a person to whom the
said Section 261 applies.
(2) An Alternate Director shall be entitled to notice
of meetings of the Directors, and to attend and
vote thereat accordingly, but he shall not
require any qualification whilst the Original
Director holds the necessary qualification.
(3) An Alternate Director shall vacate office if and
when the Original Director returns to the State
in which the meetings are ordinarily held.
-67-
<PAGE>
(4) It the terms of office of the Original Director
is determined before he so returns to the State
aforesaid any provision for the automatic re-
appointment of retiring Directors in default of
another appointment shall apply to the Original
Director and not to the Alternate Director.
(5) An Alternate Director may be removed by the Board
of Directors which may appoint another Alternate
Director in his place.
Directors may act 188. The continuing Directors may act notwithstanding any
notwithstanding vacancy in their body, but, if and so long as their
vacancy number is reduced below three, the continuing
Directors may act for the purpose of increasing the
number of Directors to the said number, or of
summoning a General Meeting of the Company, but for no
other purpose.
XXI. VACATION OF OFFICE BY DIRECTORS
Resignation of 189. A Director may at any time resign from his office upon
Directors giving notice in writing to the Company of his
intention so to do, and thereupon his office shall be
vacated.
Removal of
Directors 190. Subject to the provisions of Section 284 of the said
Act, the Company may, by Ordinary Resolution, remove a
Director before the expiry of his period of office. A
vacancy created by the removal of a Director under
this Article may be filled by the appointment of
another in his stead in the manner provided in the
said section.
191. A Director shall vacate office it any office or place
of profit under the Company or a subsidiary thereof
is held in contravention of the provisions of Section
314(1) of the said Act with effect from the first day
on which the contravention occurs.
Vacation of office 192. (1) Subject to the provisions of Section 283 of the
by Directors said Act the Office of a Director 'shall be
vacated if:
(a) he fails to obtain within the time specified
in Article 172 or at any time thereafter
ceases to hold the share qualification, if
any required of him by these Articles;
(b) he is found to be of unsound mind by a Court
of competent jurisdiction;
-68-
<PAGE>
(c) he applies to be adjudicated an insolvent;
(d) he is adjudged an insolvent;
(e) he is convicted by a Court in India of any
offence and is sentenced in respect thereof
to imprisonment for not less than 6 months;
(f) he fails to pay any call in respect of
shares of the Company held by him whether
alone or jointly with others within six
months from the last date fixed for the
payment of the call;
(g) he absents himself from three consecutive
meetings of the Board of Directors, or from
all meetings of the Board for a continuos
period of three months, whichever is longer,
without obtaining leave of absence from the
Board.
(h) he, or any firm in which he is a partner or
any private company of which he is a
Director, accepts a loan, or any guarantee
or security for a loan, from the Company in
contravention of Section 295 of the said
Act;
(i) he acts in contravention of Section 299 of
the said Act;
(j) he becomes disqualified by an order of Court
under Section 203 of the said Act;
(k) he is removed in pursuance of Section 284 of
the said Act (Article 190); or having been
appointed a director by virtue of holding
any office or other employment in the
Company, or as a nominee of the managing
agent of the Company, he ceases to hold such
office or other employment in the Company
or, as the case may be, the Managing Agency
come to an end;
(l) he resigns his office by notice in writing
given to the Company.
(2) Notwithstanding anything in clause (d) (e) and
(j) of sub-clause (l), the disqualification
referred to in those clauses shall not take
effect:
(a) for thirty days from the date of the
adjudication;
-69-
<PAGE>
(b) where any appeal or petition is preferred
within the thirty days aforesaid against the
adjudication, sentence or conviction
resulting in the sentence, or order until
the expiry of seven days from the date on
which such appeal or petition is disposed
of; or
(c) where within the seven days aforesaid any
further appeal or petition is preferred in
respect of the adjudication, sentence,
conviction or order and the appeal or
petition if allowed would result in the
removal of the disqualification until such
further appeal for petition is disposed of.
XXII. PROCEEDINGS OF DIRECTORS
Meeting of 193. A Meeting of the Board of Directors shall be hold at
Directors least once in every three months and at least four
such meetings shall be hold in every year. The
Directors may meet together for the dispatch of
business, adjourn and otherwise regulate their meeting
and proceedings, as they think fit, and may determine
the quorum necessary for the transaction of business.
Notice of Meetings 194. Notice of every meeting of the Board of Directors of
the Company shall be given in writing to every
Director for the time being in India, and at his
usual address in India to every other Director.
Quorum for Meetings 195. The quorum for a meeting of the Board shall be one-
third of its total strength (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 shall be the quorum during such
time.
The expressions "total strength" and "interested
Director" shall have the meanings given in Section
287(1) of the said Act.
Procedure of 196. (1) If a meting of the Board could not be held for
meeting adjourned want of a quorum then the meeting shall
for want of Quorum automatically stand adjourned till the same day
in the next week, at the save 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.
-70-
<PAGE>
(2) The provisions of Article 193 shall not be deemed
to have been contravened merely by reason of the
fact that a meeting of the Board which has been
called in compliance with the terms of that
Article could not be held for want of a quorum.
Power of Quorum 197. A meeting of the Directors for the time being at which
a quorum is present shall be competent to exercise all
or any of the authorities, powers and directions by
law or under the Articles and regulations for the time
being vested in or exercisable by the Directors
generally.
When meetings to 198. A Director may, at any time, and the Managing Agents,
be convened if any upon the requisition of a Director, shall
convene a meeting of the Directors.
Question how 199. Questions arising at any meeting of the Directors
decided shall be decided by a majority of votes, and in case
of an equality of votes, the Chairman thereat shall
have a second or casting vote.
Chairman of 200. The Directors may elect a Chairman of their meetings,
Directors' and determine the period for which he is to hold
meetings office, and unless otherwise determined the Chairman
shall be elected annually. If no Chairman is elected,
or if at any meeting the Chairman is not present
within five minutes of the time appointed for holding
the same, or is unwilling to preside, the Directors
present may choose one of their member to be the
Chairman of such meeting.
Directors may 201. Subject to the provisions of Section 292 of the said
appoint Committees Act, the Directors may delegate any of their powers,
other than the power to borrow and to make calls, to
issue debentures and any other powers which by reason
of the provisions of the said Act cannot be delegated
to committees consisting of such member or members of
their body as they may think fit, and they may from
time to time revoke and discharge any such Committee
either wholly or in part, and either as to persons or
purposes. Every Committee so formed shall, in the
exercise of the powers so delegated, conform to any
regulations that may from time to time be imposed on
it by the Directors, and all acts done by any such
Committee in conformity with such regulations and in
fulfillment of the purpose of their appointment, but
not otherwise, shall have the like force and effect as
if done by the Board.
Meeting and 202. The meetings and proceedings of any such Committee
proceedings of consisting of two or more members shall be governed by
Committee how the provisions herein contained for regulating the
meetings and proceedings of the Directors, so far as
-71-
<PAGE>
governed the same are applicable thereto, and are not superseded
by the express terms of the appointment of any such
committee, or by any regulations made by the Directors.
Resolutions by 203. A resolution not being a resolution required by the
circular said Act or otherwise to be passed at a meeting of the
Directors, may be passed without any meeting of the
Directors or of a committee of Directors provided that
the resolution has been circulated in draft, together
with the necessary papers, if any, to all the
Directors, or to all 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 as are then in
India, or by a majority of such of them as are entitled
to vote on the resolution.
Validity of acts 204. All acts done by a person as a Director shall be valid,
of Directors notwithstanding that it may be afterwards discovered
that his Directors appointment was invalid by reason of
any defect or disqualification or had terminated by
virtue of any provision contained in the said Act or in
these Articles. Provided that this Article shall not
give validity to acts done by a Director after his
appointment has been shown to the company to be invalid
or to have terminated.
Minutes of 205. The Directors shall cause minutes to be duly entered in
proceedings of a book or books provided for the purpose in accordance
the Board and the with the Articles and section 193 of the Act.
Committee to be
valid
Register of 206. The Directors shall cause to be kept at the Registered
Directors and Office (A) a Register of the Directors, Managers,
Managing Agents Managing Directors and Managing Agents etc. of the
Company containing the particulars required by Section
303 of the Act and (b) a Register of Contracts of
Companies and firms of which they are interested,
containing the particulars required by Section 301 of
the Act and (c) a Register of Directors share-holdings
containing the particulars required by Section 307 of
the Act. They shall also cause to be kept other
Registers and Indexes as required by the Act.
Inspection of The Company shall comply with the provisions of the
Register said Sections 301, 303, 307 and other Sections of the
Act with regard to inspection thereof and furnishing
copies or extracts so far as the same be applicable to
the Company.
-72-
<PAGE>
XXIII. DIRECTORS' DISQUALIFICATION
Directors not to 207. Any assignment of his office by a Director shall be
assign office void.
Loans to 208. (1) Save as otherwise provided in sub-clause (2) the
Directors Company (hereinafter in this clause referred to as
"the lending Company") shall not without obtaining
the previous approval of the Central Government in
that behalf, make any loan to, or give guarantee
or provide any security in connection with a loan
made by any other person to or to any other person
by:
(a) any Director of the lending Company or of a
Company which is its holding Company, or any
partner or relative of any such Director;
(b) any firm in which any such Director or
relative is a partner;
(c) any private company of which any such
director is a director or member;
(d) any body corporate at a general meeting of
which not less than twenty-five per cent of
the total voting power may be exercised or
controlled by any such Director or by two or
more such Directors altogether; or
(e) any body corporate, the Board of Directors
Managing Agents, or Manager whereof is
accustomed to act in accordance with the
directions or instructions of the Board, or
of any Director or Directors, of the lending
Company.
(2) Sub-clause (1) shall not apply to any loan made,
guaranteed, given or security provided to its
subsidiary; or to another Company of which the
lending Company is the Managing Agents.
Board's sanction 209. (1) Except with the consent of the Board of Directors
to be required of the Company a Director of the Company or his
for certain relative or a firm in which such a director or his
contracts in relative is a partner or any other in such a firm
which particular or a private Company of which the Director is a
Directors are member or Director, shall not enter into any
interested contract with the Company:
(a) for the sale, purchase or supply of any
goods, materials, or services; or
-73-
<PAGE>
(b) after the commencement of the Act, for
underwriting the subscription of any shares,
or debentures of the Company.
(2) Nothing contained in clause (a) of sub-clause (1)
shall affect any contract or contracts of the
sale, purchase or supply of any goods, materials,
or services in which either the Company or the
Director, firm, partner or private Company as the
case may be, regulates trade or does business,
provided that the value of such goods and
materials and the cost of such services do not
exceed five thousand rupees in the aggregate in
any calendar year comprised in the period of the
contract or contracts.
(3) the consent of the Board required by sub-cause (1)
shall not be deemed to have given within the
meaning of that sub-clause unless the consent in
accorded:
(a) by a resolution passed at a meeting of the
Board;
(b) and before the contract is entered
into, or within two months of the date in
which it was entered into.
(4) Where such consent is not accorded to the contract
before it is entered into, anything done in
pursuance of the contract shall, if, such consent
is ultimately not accorded be voidable at the
option of the Board.
Directors not 210. No Director or other person mentioned in Section 314
to hold office shall without the consent of the Company accorded by a
of profit Special Resolution hold an Office or place of profit
under the Company or any subsidiary of the Company
except as provided in the said section.
Directors may 211. Subject to the restrictions imposed by Articles 208,
contract with 209 and 210 and Sections 292, 297, 299 and 314, 356 to
the Company 360, 370 and 372 of the said Act and the observance and
fulfillment thereof, no Directors shall be disqualified
by his office from contracting with the Company either
as vendor, purchaser, agent, brokers, muccadum, or
otherwise, nor shall any such contract or any contract
or arrangement entered into by or on behalf of the
Company in which any Director shall be in any way
interested be liable to account to the Company for any
profit realised so any such contract or arrangement by
reason only of such Director holding that office, or of
the fiduciary relation thereby established, but the
nature of his interest may be disclosed by him in
accordance with and in the cases mentioned in the said
Articles or said sections.
-74-
<PAGE>
Duty of Directors 212. (1) Every Director (including a person deemed to be a
etc. to make Director by virtue of the explanation to sub-
disclose section (1) of Section 303), Manager or Secretary
of the Company who is appointed to the office of
Director, Managing Agent, Secretaries and
Treasures, Managing Director, Manager or Secretary
of any other body corporate shall, within thirty
days of his appointment, disclose to the Company
aforesaid the particulars relating to the office
in the other body corporate which are required to
be specified under sub-section (1) of Section 303.
Duty of Directors (2) Every Director of a Company and every person
and persons deemed to be a Director of the Company by virtue
deemed to be of sub-section (10) of Section 307, shall give
Directors to notice to the Company of such matters relating to
make disclose of himself as may be necessary for the purpose of
share-holdings enabling the Company to comply with the provisions
of that Section, within one week.
Disclosure of 213. (1) Every Director of the Company who is in any way,
interest by whether directly or indirectly, concerned or
Director interested in a contract or arrangement, or
proposed contract or arrangement, entered into or
to be entered into, by or on behalf of the
Company, shall disclose the nature of his concern
or interest at a meeting of the Board of
Directors.
(2) (a) In the case of a proposed contract or
arrangement the disclosure required to be
made by a Director under clause (1) above
shall be made at the meeting of the Board at
which the question of entering into the
contract or arrangement is first taken into
consideration, or if the Director was not, at
the date of that meeting, concerned or
interested in the proposed contract or
arrangement, at the first meeting of the
Board held after he becomes so concerned or
interested.
(b) In he case of any other contract or
arrangement, the required disclosure shall be
made at the first meeting of the Board held
after the Director becomes concerned or
interested in the contract or arrangement.
(3) (a) For the purpose of clause (1) and (2) above a
general notice in writing given to the Board
by a Director to the effect that he is a
Director or a member of a specified body
corporate or is a member of a specified from
and is to be regarded as concerned or
interested in any contract or arrangement
which may, after the date of the notice be
entered into with that body, corporate or
firm, shall be deemed to be sufficient
-75-
<PAGE>
disclosure of concern or interest in relation
to any contract or arrangement so made.
(b) Any such general notice shall expire at the
end of the financial ear in which it is
given, but any be renewed for further periods
of one financial year by a fresh notice
writing given in the last month of the
financial year in which it would otherwise
have expired.
(c) No such general notice and no renewal thereof
shall be of effect unless either it is given
at a meeting of the Board, or the Director
concerned takes reasonable steps to secure
that it is brought up and read at the first
meeting of the Board after it is given.
Interested 214. (1) No Director of the Company shall as a Director
Director not to take any part in the discussion of, or vote
participate or on, any contract or arrangement entered into
vote in Board's or to be entered into, by or on behalf of the
Proceedings Company, if he is in any way, whether directly
or indirectly, concerned or interested in the
contract or arrangement nor shall his presence
count for the purpose of forming a quorum at
the time of any such discussion or vote, and
if he does vote, his vote shall be void.
(2) Clause (1) shall not apply to
(a) any contract of indemnity against any
loss which the Directors or anyone or
more of them may, suffer by reason of
becoming or being sureties or a surety
of the Company.
(b) any contract or arrangement entered in
to any to be entered into with a public
company, or a private company, which is
a subsidiary of a public company, in
which the interest of the Director
aforesaid consists solely in his being a
Director of such Company and the holder
of not more than shares of such number
or a value therein as is requisite to
qualify him for an appointment as a
Director thereof, he having been
nominated as such Director by this
Company.
Certain powers to 215. (1) the Board of Directors of a Company shall
be exercised by exercise the following powers on behalf of the
Board only at Company, and it shall do so only by means of
meeting resolutions passed at meetings of the Board:
(a) the power to make calls on shareholders
in respect of money unpaid on their
shares;
-76-
<PAGE>
(b) The power to issue debentures;
(c) the power to borrow moneys otherwise than
on debentures;
(d) the power to invest the funds of the
Company; and
(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
Managing Directors, Managing Agents,
Secretaries and Treasurers or the
Managers of the company or in the case of
a Branch Office of the Company, to any
principal officer the powers specified in
clause (c), (d) and (e) and to the
extent, specified in subsections (2), (3)
and (4) respectively of Section 292 of
the Act.
(2) Every resolution delegating the power referred
to in clause (c) of sub-clause (1) shall
specify the total amount up to which moneys
may be borrowed by the delegate.
(3) Every resolution delegating the power referred
to in clause (d) of sub-clause (1) shall
specify the total amount up to which funds may
be invested, and the nature of the investments
which may be made, by the delegate.
(4) Every resolution delegating the power referred
to in clause (3) of sub-clause (1) shall
specify the total amount up to which loans may
be made by the delegate, the purposes for
which the loans may be made and the maximum
amount of loans which may be made for each
such purpose in individual cases.
(5) Nothing in this Article shall be deemed to
affect the right of the company in General
Meeting to impose restrictions and conditions
on the exercise by the Board of any of the
powers specified in sub-clause (1).
Restriction on 216. The Board of Directors of the Company shall
Powers of Board observe the restrictions on their powers as laid
down in Section 293 of the Companies Act.
-77-
<PAGE>
Appointment of 217. With regard to the appoint of selling agents, the
Selling Agents to Board of Directors shall agents, the board of
require approval Directors shall comply with the provisions of Section
of Company In 294 of the Company Act.
General Meeting
Directors may be 218. A Director of the Company may be or become a Director
Directors of of any Company promoted by or a subsidiary of the
Company promoted Company, or in which if may be interested as a vendor,
by the Company shareholder or otherwise, and no such Director shall
be accountable for any benefits received as Director
or member of such company.
XXIV. BORROWING POWERS OR DIRECTORS
Power to Borrow 219. (1) Subject to clause (2) hereof the Directors may,
from time to time at their discretion raise or
borrow, or secure the repayment of any loan or
advance taken by the Company. Any such moneys may
be raised and the payment or repayment of such
moneys maybe secured in such manner and upon such
terms and conditions in all respects as the
Directors may think fit and, in particular by
promissory notes, or by opening current accounts
or by receiving deposits and advances at
interest, with or without security, or by the
issue of debentures of debenture-stock 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, or by mortgaging, charging or
Conditions on pledging any lands, buildings, machinery, plants,
which money may goods or other property and securities of the
be borrowed Company, or by such other means as to them may
seem expedient.
Restrictions on (2) The Board of Directors shall not, except with the
powers of Board consent of the Company in General Meeting, 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 purpose.
No debt by the Company in excess of limit imposed
by this Article shall be valid or effectual
unless the lender proves that he advanced the
loan in good faith and without knowledge that the
limit imposed
-78-
<PAGE>
by that. Article has been exceeded.
(3) Any bonds, debentures, debenture-stock or other
securities issued or to be issued by the Company,
shall be under the Control of the Directors who
may issue them upon such terms and conditions and
in such manner and for such consideration as they
shall consider to be for the benefit of the
Company.
Securities may e (4) Any such debentures, debenture-stock and other
assignable free securities may be made assignable free from any
from equities equities between the Company and the person to
whom the same may be issued.
(5) If any other is made to the public to subscribe
for or purchase debentures the provisions of the
said act relating to a prospectus shall be
complied with.
Issue at (6) (a) Any such debentures, debenture-stock, bonds
discount etc. or other securities may be issued at a
or with special discount, premium or otherwise, and on
privilege condition (with the consent of the Company in
General Meeting) and they may have a right to
allotment of or be convertible into shares of
any denominations, and with any special
privileges and conditions as to redemption
(or being irredeemable), surrender, drawings,
re-issue, attending at General Meeting of the
Company, appointment of Directors, and
otherwise, provided that no debentures,
debenture-stock, bonds or other securities
may be issued carrying voting rights.
(b) The Company shall have power to re-issue
redeemed debentures in certain cases in
accordance with Section 121 of the Act.
(c) Payments of certain debts out of assets
subject to floating charge in priority to
claims under the charge may be made in
accordance with the provisions of Section 123
of the Act.
(d) Certain charges mentioned in Section 125 of
the Act shall be void against the Liquidator
or Creditors unless registered as provided in
Section 125 of the Act.
(e) The term "Charge" shall include mortgage in
these Articles.
(f) A contract with the Company to take up and
pay for any debentures of the Company may be
enforced by a Deed for specific performance.
-79-
<PAGE>
Limitation of (g) The Company, shall within three months after the
time for issue allotment of any of its shares, debentures of
of certificates debenture-stock, and within two months after the
application for the registration of the transfer or
of any shares, debentures or debenture-stock have
completed and have ready for delivery the
certificates of all shares, the debentures and the
certification of all debenture-stock allotted or
transferred, unless the conditions of issue of the
shares, debentures of debenture-stock otherwise
provide.
The expression "transfer" of the purpose of the
subclause 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.
Right to obtain (h) (1) A copy of any trust deed for securing any issue
called capital of debentures shall be forwarded to the holder
of any such debentures or any member of the
Company at his request and within seven days of
the making thereof on payment;
(i) in the case of a printed Trust Deed, of
the sum of one Rupee, and
(ii) in the case of a Trust Deed which has not
been printed, of thirty seven paise for
every one hundred words or fractional part
thereof required to be copied.
(2) The Court may also, by order, direct that the copy
required shall forthwith be sent to the person
requiring it.
Inspection of (3) The Trust Deed referred to in sub-clause (1) shall be
Trust Deeds open inspection by any member or debenture holder of
the Company in the same manner, to the same extent, and
on payment of the same fees, as if it were the register
of members of the Company.
Mortgage of 220. If any uncalled capital of the Company is included in or
uncalled capital charged by any mortgagor other security, the Directors may,
by instrument under the Company's seal, authorise the person
in whose favour such mortgage or security is executed, or any
other person in trust for him to make calls on the members in
respect of such uncalled capital, and the provisions
hereinbefore contained in regard to call shall mutatis
mutandis apply to calls under such authority, and such
authority may be made exercisable
-80-
<PAGE>
either conditionally or unconditionally and either
presently or contingently, and either to the exclusion
of the Directors power or otherwise, and shall be
assignable if expressed so to be.
Indemnity may 221. If the Directors or any of them or any other person
be given shall become personally liable for the payment of any
sum primarily due from the Company, the Directors may
execute or cause to be executed any mortgage, charge or
security over or affecting the whole or any part of the
assets of the Company by way of indemnity to secure the
Directors or person so becoming liable as aforesaid
from any loss in respect of such liability.
Register of 222. The Directors shall cause a proper register to be
Mortgage and kept, in accordance with the provisions of Section 143
Debentures to of the said Act, of all mortgages, debentures, and
be kept charges and shall cause the requirements of Sections
118, 124 to 144 of the said Act in that behalf to be
duly compiled with, so far as they are required to be
complied with by the Directors.
Registration 223. (a) The provisions of the Act relating to
of charges registration of charges which expression shall
include mortgages, shall be complied with.
(b) In the case of a change created out of India and
comprising solely property situate outside India
the provisions of Section 125 of the Act shall be
complied with.
(c) Where a charge is credited in India but comprises
property outside India, the instrument creating or
purposing in create the charge under that section
or a copy thereof verified in the prescribed
manner, may be filled for registration,
notwithstanding that further proceedings may be
necessary to make the charge valid of effectual
according to the law of the country in which the
property is situate as provided by Section 125 of
the Act.
(d) Where any charges on any property of the Company
required to be registered under Section 125 of the
Act has been so registered, any person acquiring
such property or any part thereof or any share or
interest therein, shall be deemed to have notice
of the charge as from the date of such
registration.
-81-
<PAGE>
(e) In respect of registration of charges on
properties acquired subject to charge, the
provisions of Section of the Act shall be compiled
with.
(f) The Company shall also comply with the provisions
of Section 128 of the Act relating to particulars
in case of series of debentures entitling holders
to any charge to the benefit of which the
debenture holder of that series are entitled part
passu.
The Company shall comply with the provisions of
Section 129 of the Act in regard to registration
of particulars of commission, allowance or
discount paid or made directly or indirectly in
connection with the debentures.
(g) the provisions of Section 133 of the Act as to
endorsement of certificate of registration of
debenture certificate ate or debenture stock shall
be complied with by the Company.
(h) The Company shall comply with the provisions of
Section 134 of the Act as regards registration of
particulars of every charge and of every series of
debentures.
(i) As to modification of charges, the Company shall
comply wit the provisions of Section 136 of the
Act.
(j) The Company shall Comply with the provisions of
Section 136 of the Act regarding keep of a Copy of
instrument creating charge at the Registered
Office of the Company and comply with the
provisions of Section 137 of the Act in regard to
entering in the register of charges any
appointment of Receiver or Manager as therein
provided.
(k) The Company shall also comply with the provisions
of Section 138 of the Act as to reporting
satisfaction of any charge and procedure
thereafter.
(l) The Company shall keep at its registered office a
register of charges and enter therein all charges
specifically affecting any property of the Company
and all floating charges on the undertaking or on
any property of the Company given in each case:
-82-
<PAGE>
(i) a short description of the property charged,
(ii) the amount of the charge; and
(iii) except in the case of securities to bearer,
the names of persons entitled to the charge,
(m) Any creditor or member of the Company and any
other person shall have the right to inspect
copies of instrument creating charges and the
Company's register of charges in accordance with
the subject to the provisions of Section 144 of
the Act.
(n) The Company shall comply with the provisions of
Section 145 of the Act so for as the same be
applicable.
The Company shall comply with the provisions of
Section 150 as to register of members and the
provisions of Section 152 of the Act as to
Register and index of Debenture-holders.
Terms not 224. (a) No notice of any trust express or implied or
recognised constructive, shall be entered on the register of
entered on the register of members or of
debenture- holders or be receivable by the
Registrar.
Foreign register (b) The Company may exercise the power for the
of members Company to keep foreign register of members or
debenture holders as provided in Section 157 of
the Act of the provisions of Section 158 of the
Act as to foreign registers shall be complied
with.
(c) The Company shall comply with the provisions of
Section 159 of the Act regarding filling of Annual
Returns and the provisions of Section 161 of the
Act as regarding annual return and certificates to
be annexed thereto.
Place of keeping (d) (1) The register of members commencing from the
and inspection date of e registration of the Company, the
of register and the Company, the index of members, the
returns register and index of debenture-holders and
copies of all annual returns prepared under
Section 159 and 160 together with the copies
of certificates and documents required to be
annexed thereto Section 160 and 161 shall be
kept at the Registered Office of the Company.
(2) The Registers, indexes, returns and copies of
certificates and other documents referred to
in sub-Section (1) of Section 163 shall,
except when the register of members or
-83-
<PAGE>
debenture-holders is closed under the
provisions of the Act be open during business
hours subject to such reasonable restrictions
as the Company may impose so that not less
than two hours in each day are allowed for
inspection.
(a) of any member or debenture-holder
without free; and
(b) of any other person or payment of a
fee of one Rupee for each inspection.
(3) Any such member, debenture holder or other
person may,
(a) make extracts from any register, index
or copy referred to in sub-section (1)
of section 163 without fee or additional
fee, as the case may be, or
(b) require a copy of any register, index or
copy or of any part thereof, on payment
of 37 place for every one hundred words
or fractional part thereof required to
be copied.
(4) The Company shall cause any copy required by
any person under clause (b) of sub-clause (3)
to be sent to that person within a period of
ten days, exclusive of nonworking days,
commencing on the day next after the day on
which the requirement is received by the
Company.
(5) The Court may also, by order, compel an
immediate inspection of the document, or
direct that the extract required shall
forthwith be allowed to be taken by person
requiring it, or that the copy required shall
forthwith be sent to the person requiring it,
or that the copy required shall forthwith the
sent to the person requiring it, as the case
may be.
XXV. POWER OF DIRECTORS
Business of the 225. (1) Subject to the provisions of Section 292,293,
Company to be 294, 297, 299, 316, 217, 370 and 372 of the Act,
managed by the Board of Directors of the Company shall be
Directors entitled to exercise all such powers, give all
such consents, make all such arrangements, he
nearly do all such acts and things as are or shall
be by the said Act, and the memorandum of
association and these presents directed or
authorised to be exercised, given, make or done by
the Company
-84-
<PAGE>
and are not thereby expressly directed or required
to be exercise, given, made or done by the Company
in General Meeting, but subject to such
regulations being (if any) being not inconsistent
with the said provisions as from time to time may
be prescribed by the Company in General Meeting
provided that no regulation so made by the company
in General Meeting shall invalidate any prior act
of the Directors which would have been valid if
the regulations had not been made.
Power to (2) Save as provided by the said Act or by these
delegate presents and subject to the restrictions imposed
by Section 292 of the said Act, the Directors may
delegate all or any powers by the said Act or by
the Memorandum of Association or by these presents
reposed n them.
Specific Powers 226. Subject to the provisions of Articles 225 but without
to Directors prejudice to the General Powers thereby and so as not
General Powers thereby conferred and so as not in any
way to conferred by these presents, it is hereby
expressly declared that the Directors shall have the
following powers and authorities, that is to say power
and authority:
(a) (i) to enter into agreements with foreign
components and other persons for obtaining by
granting licence or other terms, formulae and
other rights and benefits and to obtain
financial and or technical collaboration,
technical information, knowhow and expert
advice in connection with the activities and
business permitted under the Memorandum of
Association of the Company.
(ii) to take over and acquire the industrial
licence, import licence, permit and other
rights on payment of actual and out of pocket
expenses incurred thereof, and compensation
for technical services rendered in connection
therewith:
(iii) to pay and charge to the Capital Account of
the Company the legal and other costs,
charges and expenses of and preliminary and
incidental to the promotion, formation,
establishment and registration of the Company
including the stamps and fees paid in respect
thereof:
(iv) to pay and charge to the Capital Account of
the Company any commission or interest
lawfully payable under the provisions of
Sections 76 and 208 of the said Act:
-85-
<PAGE>
(b) to purchase in India or elsewhere any machinery plant,
stores and other articles and things for all or any of
the objects or purpose of the Company;
(c) to purchase, take on lease or otherwise acquire in
India any lands (whether freehold, leasehold or
otherwise) and with or without houses, buildings,
structurers or machinery (fixed or loose) and any
moveable property, rights or privileges from any person
including a Director in furtherance of or for carrying
out its objects, at or for such price or consideration
and generally on such terms and conditions and with
such titled thereto as they may think fit or may
believe or be advised to be reasonable satisfactory.
(d) to purchase, or otherwise acquire from any person and
to resell, exchange, and repurchase any patent for or
licence for the use of any invention.
(e) to purchase or otherwise acquire for the Company any
other property, formule, concessions, rights and
privileges which the Company is authorised to acquire,
at or for such price or consideration and generally on
such terms and conditions as they may think fit.
(f) in any such purchase or other acquisition to accept
such titled as the Directors may believe or may be
advised to be reasonably satisfactory. At their
discretion to pay for any property, rights or
privileges acquired by or services rendered to the
Company, either wholly or partly in cash or in shares,
or in both, or in bonds, debentures, mortgages or other
securities of the Company, and any such shares may be
issued either as fully paid up or with such amount
credited as paid up thereon as may be agreed upon and
any 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.
(g) to sell for cash or on credit or to contract for the
sale and future delivery of or to and for sale in any
part of India or elsewhere any products or Articles
produced, manufactured or prepared by the Company as
the Directors may deem advisable.
(h) to erect, construct, and build and factories,
warehouses, godowns, engine houses, tanks, wells, or
other constructions, adopted to the objects of the
Company or may be considered expedient or
-86-
<PAGE>
desirable for the objects or purposes of the Company or
any of them;
(i) to sell from time to time any Articles, materials,
machinery, plant, stores and other Articles and things
belonging to the Company as the Directors may think
proper and to manufacturer, prepare and sell waste and
by-products;
(j) from time to time to extend the business and
undertaking of the company by adding to, altering, or
enlarging all or any of the building, factories,
workshops, premises, plant and machinery, for the time
being the property or in the possession of the Company,
or by erecting new or additional buildings, and to
expend such sums of money for the purposes aforesaid or
any of them, as may be thought necessary or expedient;
(k) to remove all or any of the machinery, plant and other
movable property of the Company for the time being in
or upon lands, buildings, or premises of the Company to
other lands, buildings, or premises;
(1) to negotiate for, and subject to the approval of the
Company in General Meeting, contract for the sale and
transfer of all or any part of the property and
undertaking of the Company as a going concern, subject
or not subject to all or any of the obligations and
liabilities of the Company;
(m) to undertake on behalf of the Company the payment of
all rents the performance of all covenants, conditions
and agreements contained in or reserved by any lease
that may be granted or assigned to or otherwise
acquired by the Company, and to purchase the reversion
or reversions, and otherwise to acquire the freehold or
fee-simple of all or any of the lands of the Company
for the time being held under lease, or for an estate
less than a free hold estate:
(n) to improve, manage, develop, exchange, lease, sell, re-
sell and re-purchase, dispose of, deal with or
otherwise turn to account and property (movable or
immovable) or any rights or privileges belonging to or
at the disposal of the Company or in which the Company
is interested;
(o) 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 unpaid capital for the time being, or in such
manner as they may think fit.
-87-
<PAGE>
(p) to accept from any member, on such terms and conditions
as shall be agreed upon and as far as may be
permissible by law, a surrender of his shares or any
part thereof;
(q) to determine from time to time who shall be entitled to
sign on the Company's behalf bills, notes, receipts,
acceptances, endorsement, cheques, dividend warrants,
releases, contracts and documents and to give the
necessary authority for such purposes;
(r) to make advances and loans without any security, or on
such security as they may think proper and to take
security for already existing debts. and otherwise to
invest and deal with any of the moneys of the Company
not immediately required for the purposes thereof in
Government or Municipal securities, fixed deposits in
banks and in such other manner as they may think fit
and from time to tie vary or realise such investments,
and for the purpose aforesaid to authorise such persons
within limits to be fixed from time to time by the
Board.
(s) to make and give receipts, releases and other
discharges for moneys payable to, or for goods or
property belonging to the Company, and for the claims
and demands of the Company;
(t) subject to the provisions of Section 292, 293, 295,
369, 370 and 372 of the said Act, to invest and deal
with any moneys of the Company not immediately required
of the purposes thereof, upon such security (not being
shares of the 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 said Act all investments shall be
made and held in the Company's own name;
(u) to give to any officer or other person employed by the
Company including any Directors so employed, a
commission on the profits of any particular business or
transaction, or a share in general or particular
profits of the Company, and such commission or share of
profits shall be treated as part of the working
expenses of the Company and to pay commissions and make
allowances to any person introducing business to the
Company or otherwise assisting its interests;
(v) subject to the provisions of Section 49 of the said Act
to appoint any person or persons (whether incorporated
or not) to accept and hold in trusts for the Company
any property belonging to the Company, or in which the
Company is interested or for any other
-88-
<PAGE>
purposes and to execute and do all such acts, deeds and
things as may be requisite in relation to any such
trust, and to provide for the remuneration of such
trustee or trustees;
(w) to insure and keep insured against loss or damage or
fire or otherwise for such period and to such extent as
they may think proper all or any part of the buildings,
machinery, goods, stores, produce and other movable
property of the Company either separately or
conjointly, also to insure all or any portion of the
goods, produce, machinery and other articles imported
or exported by the Company and to sell, assign,
surrender or discontinue any policies of assurance
effected in pursuance of this power.
(x) to attach to any shares to be issued as the
consideration or part of the consideration for any
contract with or property acquired by the Company, or
in payment for services rendered to the Company, such
conditions as to the transfer thereof as they think
fit;
(y) to execute, in the name and on behalf of the Company,
in favour of any Director or other person who may incur
or be about to incur any personal liability for the
benefit of the Company, such mortgages of the Company's
property (present and future) as they may think fit and
any such mortgage may contain a power of sale and such
other powers, covenants and provisions as shall be
agreed upon;
(z) to institute, conduct, defend, compound, abandon or
refer to arbitration any action, suit, appeals,
proceedings, for enforcing decrees and orders and other
legal proceedings by or against the Company or its
officers, or otherwise concerning the affairs of the
Company, to compound or compromise and allow time for
payment or satisfaction of any debts due and of any
claims or demands by or against the Company and to
refer the same or arbitration, to observe and perform
any awards made there on; to act on behalf of the
Company in all matters relating to bankrupts and
insolvents;
(aa) The person duly authorised by the Directors shall be
entitled to make, give, sign and execute all and every
warrant to use or defend on behalf of the Company, and
all and every legal proceedings and compositions or
compromise, agreements, and submission to arbitration
and agreement to refer to arbitration as may be
requisite, and for the purposes aforesaid, the
Secretary or such other person may be empowered to use
their or his own name on behalf of the Company, and
they or he shall be saved harmless and
-89-
<PAGE>
indemnified out of the funds and property of the Company,
from and against all costs and damages which they or he may
incur or be liable to by reason of their or his name so used
as aforesaid.
(bb) to provide for the welfare of the employees or ex-employees
of the Company, and the wives, widows and families or the
dependents or connects of such persons and to give, award or
allow any pension, gratuity, compensation, grants of money,
allowances, bonus or other payment to or for the benefit of
such persons as may appear to the Directors just and proper,
whether they have or have not a legal claim upon the Company,
and before recommending any dividends to set aside portions
of the profits of the Company to form a fund to provide for
such payments and in particular to provide for the welfare of
such persons, by building or contributing to the building of
houses, dwelling or chawls, or by creating and from time to
time subscribing or contributing to provident and other
associations, institutions, 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 Directors shall think
fit; and to subscribe or contribute or otherwise to assist or
to guarantee money to 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;
(cc) before recommending any dividend, to set aside, out of the
profits of the Company such sums for depreciation as provided
in Section 205 of the said Act and such sums as they think
proper for creating reserves, general or specific or special
funds to meet contingencies or to repay debentures or
debenture-stock or to pay off preference of other
shareholders subject to the sanction of the Court when the
same is required by law on for payment of dividends or
equalising dividend or for special dividends or bonus or for
repairing, improving, extending and maintaining any part of
the property of the Company and for such other purposes
(including the purposes referred to in the preceding clause)
as the Directors may in their absolute discretion think
conducive to the interest of the Company and from time to
time to carry forward such sums as may be deemed expedient
and to invest and deal with the several sums to set aside or
any part thereof as provided in clause (r) of this Article as
they think fit, and from time to time to deal with and vary
such investment and dispose of and apply and expend the same
or any part thereof for the benefit of the Company
-90-
<PAGE>
in such manner and for such purpose as the Directors in their
absolute discretion think conducive to the interest of the
Company notwithstanding that the matters to which the
Directors apply or upon which they expend the same or any
part thereof for the benefit of the Company in such manner
and for such purpose as the Directors in their absolute
discretion think conducive to the interest of the Company
notwithstanding that the matter to which the Directors apply
or upon which they expend the same or any part thereof may be
matters to and upon which the capital money of the Company
might rightly be applied or expended and the Directors may
divide the Reserve or any Fund into such special funds and
transfer any sum from one fund to another as they may think
fit and may employ the assets constituting all or any of the
above funds including the Depreciation Fund or any part
thereof in the business of the Company or in the purchase or
repayment of debentures or debenture-stock or preference
shares or in payment of special dividend or bonus and that
without being bound to keep the same separate from the other
assets, and without being bound to pay interest for the same
with power however to the Directors at their discretion to
pay or allow to the credit of such funds or any of them the
interest at such rate as the Directors may think proper not
exceeding 9 per cent per annum.
(dd) from time to time and at any time to entrust to and confer
upon the officers for the time being of the Company, and to
authorise, or empower them to exercise and perform and by
Power-of-Attorney under seal to appoint any person to be the
Attorney of the Company and invest them with such of their
powers, authorities, duties and discretion exercisable by or
conferred or imposed upon the Directors, but not the power to
make Calls or other power which by law are expressly stated
to be incapable of delegation as the Directors may think fit,
and for such time and to be exercise for such objects and
purposes and subject to such restrictions and conditions, as
the Directors may think proper or expedient, and either
collaterally with or to the exclusion of and in substitution
for all or any of the powers, authorities, duties and
discretions of the Directors in that behalf, with authority
to the Secretary or such officers or attorney to sub-delegate
all or any of the powers, authorities, duties, and
discretions for the time being vested in or conferred upon
them and from time to time to revoke all such appointments of
attorney and withdraw, alter or vary all or any of such
powers, authorities, duties and discretions;
-91-
<PAGE>
(ee) to appoint, and at their pleasure to remove, discharge, or
suspend and to re-employ or replace, for the management, of
the business, secretaries, managers, experts, engineers,
accountants, agents, subagents, bankers, brokers, muccadums,
solicitors, officers, clerks, servants and other employees
for permanent, temporary or special services as the Directors
may from time to time think fit, and to determine their
powers and duties and fix their emoluments, salaries, wages,
and to require security in such instances and to such amount
as they think fit, and to ensure and arrange for guarantee
for fidelity of any employees of the Company and to pay such
premiums on any policy of guarantee as may from time to time
become payable;
(ff) from time to time and at any time to establish any local
Board for managing any of the affairs of the Company in any
specified locality in India or elsewhere and to appoint any
persons to be members of any Local Boards and to fix their
remuneration. And from time to time and at any time to
delegate to any person so appointed any of the powers,
authorities and discretions for the time being vested in the
Directors, other than their power to make a Call 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 Directors may think fit, and the Directors
may at any time remove any person so appointed, and may annul
or vary any such delegation. Any such delegate may be
authorised by the Directors to sub-delegate all or any of the
powers, authorities and discretions for the time being vested
in him.
(gg) at any time and from time to time by Power-of-Attorney 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 Directors under these presents) and for
such period and subject to such conditions as the Directors
may from time to time think fit and any such appointment (if
the Directors think fit) may be made in favour of the members
or any of the members of any Local Board established as
aforesaid or in favour of any Company or the members,
Directors, nominees, or Managers of any company or firm or
otherwise in favour of any fluctuating body or persons
whether nominated directly or
-92-
<PAGE>
indirectly by the Directors, and any such Power-of-
attorney may contain such powers for the protection or
convenience of persons dealing with such Attorney as
the Directors may think fit.
(hh) from time to time to provide for the management
transaction of the affairs of the Company outside the
Registered Office or in any specified locality in
India or outside India, in such manner as they think
fit and in particular to appoint any person to be the
Attorneys or agents of the Company with such powers,
authorities and discretions (including power to sub-
delegate) but not exceeding those vested in or
exercisable by the Directors, and also not the power
to make calls or issue debentures and for such period,
and upon such terms and subject to such conditions as
the Directors may think fit, and at any time to remove
any person so appointed or withdraw or vary any such
powers as may be thought fit, and for that purpose the
Company may exercise the powers conferred by Sections
50 and 157 of the Act relating to official seal for
use abroad and the keeping in any State or country
outside India a foreign Register respectively and such
powers shall accordingly be vested in the Directors.
(ii) for or in relation to any of the matters aforesaid or
otherwise for the purpose and objects of the Company
to enter into all such negotiations and contracts and
rescind and vary all such contracts, and execute,
perform and do and sanction, and authorise all such
acts, deeds, matters and things, in the same and on
behalf of the Company as they may consider expedient;
(jj) to open accounts with any bank or bankers or with any
Company, firm or individual for the purpose of the
Company's business and to pay money into and draw
money from any such account from time to time as the
Directors may think fit.
(kk) generally subject to the provisions of the Act and
these Articles to delegate the powers, authorities and
discretions vested in the Directors to any person,
firm, company or fluctuating body of persons as
aforesaid.
XXVI. DUTIES OF DIRECTORS
Duties of 227. The Directors shall duly comply with the provisions of the
Directors Companies Act, 1956 or any other statutory modification
thereof for the time being in force and in particular the
provisions in regard to registration of the particulars of
mortgages, debentures and charges affecting the property
-93-
<PAGE>
of the Company or created by it, and keeping a
Register of Directors, Managers, etc., and sending to
the Registrar annual returns and an annual list of
members and a summary of particulars relating thereto,
and the Balance Sheet and the notice of any
consolidation or increase of share capital or
conversion of shares into stock and the copies of
Special Resolutions and the Register of Directors,
Managers, etc. and notifications of any change
therein.
XXVII. MANAGING DIRECTORS
Power to appoint 228. Subject to the provisions of Section 267, 268, 269.
Managing Director 309, 310, 311, 316 and 317 of the Act, the Directors
may from time to time appoint one or more of their
body to be Managing Director, Joint Managing Director
or Managing Directors of the Company either for a
fixed term or without any limitation as to the period
for which he or they is or are to hold such office but
in any case not exceeding five years at a time and may
from time to time remove or dismiss him or them from
office and appoint another or others in his or their
place or places.
What provisions 229. A managing Director or Joint Managing Director shall
he will be not while he continues to hold that office be subject
subject to to retirement by rotation and he shall not be taken
into account in determining the rotation of retirement
of Directors or the number of Directors to retire but
he shall, subject to the terms of any contract between
him and the Company, be subject to the terms of any
contract between him and the Company, be subject to
the same provisions as to resignation and removal as
the Directors of the Company, and if he ceases to hold
the office of Directors from any cause shall ipso
facto and immediately cease to be Managing Director.
Remuneration of 230. The remuneration of a Managing Director and Joint
Managing Director Managing Director shall from time to time be fixed by
the Directors and may be by way of salary or
commission or participation in profits or by any or
all of those modes or in other from the shall be
subject to the limitations prescribed in Sections 198
and 309 of the Act.
Powers and duties 231. Subject to the restrictions contained in the next
of Managing succeeding Articles, the Directors may from time
Directors entrust to and confer upon a Managing Director or
Joint Managing Director for the time being such of the
powers exercisable under these Articles by the
Directors as they may think fit, and may confer such
powers for such time and to be exercised for such
objects and purposes and upon such terms and
conditions and with such restrictions as they think
expedient, and they may confer such powers either
collaterally with or to the exclusion of and in
substitution for all or any of the powers of the
Directors in that behalf, and may from time to
-94-
<PAGE>
time revoke, withdraw, alter or vary all or any of
such powers, unless and until otherwise determined, a
Managing Director may exercise all the powers
exercisable by the Directors, save such powers as by
the Act or by these Articles shall be exercisable by
the Directors themselves.
Management 232. The Managing Director or Managing Directors shall not
exercise the powers to:
(1) make calls on shareholders in respect of moneys
unpaid on the shares in the Company;
(2) issue debentures; and
(3) except as may be delegated by the Board under
Section 292 of the Act, invest the funds of the
Company, or make loans and borrow moneys.
Certain persons 233. The Company shall not appoint or employ, or continue
not be appointed the appointment or employment of, any person as its
Managing Directors Managing or wholetime Director who:
(a) is an undischarged insolvent, or has at any time
been adjudged an insolvent.
(b) suspends or has at any time suspended payment to
his creditors or makers, or has at any time made,
a composition with them; or
(c) is, or has at any time been convicted by a Court
in India of an offence involving moral trupitude.
XXIX and XXX. MANAGING AGENTS, SECRETARIES AND
TREASURERS
234 to 242 DELETED.
XXXI. SECRETARY
Secretary 243. (a) The Directors may from time to time appoint and
at their discretion remove, a person (hereinafter
called "the Secretary") to keep the Registers
required to be kept by the Company, to perform
any other function which by the said Act or by
these Articles are to be performed by the
Secretary and to execute any other duties which
may from time to time be assigned to the
Secretary by the Directors.
-95-
<PAGE>
(b) The Directors may any time appoint a temporary
substitute for the Secretary who shall for the
purpose of these Articles be deemed to be the
Secretary.
XXXII. INDEMNITY TO AND PROTECTION OF DIRECTORS AND OFFICERS
Indemnity 244. Every officer of the Company as defined by Section
2(3) of the said Act or any person (whether an officer
of the Company or not) employed by the Company as
Auditor, shall be indemnified out of the funds of the
Company against all liability incurred by him in
defending any proceedings, whether civil or criminal,
in which judgement is given in his favour or in which
he is acquitted or discharged or in connection with
any application under Section 633 of the said Act in
which relief is granted to him by the Court.
Indemnity to 245. Subject to the provision of Section 201 of the said
Directors and Act, every Director of the Company, Manager,
their officer Secretary, Trustee, Auditor and other officer or
servant of the Company shall be indemnified by the
Company against and it shall be the duty of the
Directors out of the funds of the Company, to pay all
losses, costs and expenses which any such person,
officer or servant may incur or become liable to by
reason of any contract entered into or any act or
thing done by him as such officer or servant or in any
way in or about the discharge of his duties, including
travelling expenses.
Directors and 246. Subject to the provisions of Sections 201 of the said
other officers Act, no Director of the Company, Manager, Secretary,
not responsible Trustee, Auditor and other officer or servant of the
or acts of others Company shall be liable for the acts, receipts,
neglects or defaults of any other Director or officer
or servant or for joining in any receipts or other act
for the sake of conformity merely or for any loss or
expenses happening to the Company through the
insufficiency or deficiency in point of titles or
value of any property acquired by the order of the
Directors for or on behalf of the Company or mortgaged
to the Company or for the insufficiency or deficiency
of any security in or upon which any of the moneys of
the Company shall be invested or for any loss or
damage arising from the bankruptcy, insolvency or
tortuous act of any person, company or corporation to
or with whom any moneys, securities or effects of the
Company shall be entrusted or deposited or for any
loss occasioned by any error of judgement, omission
default or oversight on his part or for any other
loss, damage or misfortune whatever which shall happen
in relation to the execution or performance of the
duties of his office or in relation thereto, unless
the same happen
-96-
<PAGE>
through his own dishonesty.
XXXIII. SEAL
The Seal, its 247. The Directors shall provide a Common Seal for the
custody and use purpose of the Company and shall have power from time
to time to destroy the same and substitute a new seal
in lieu thereto and the Directors shall provide for
the safe custody of the seal for the time being. The
seal of the Company shall never be used except by the
authority of a resolution of the Board of Directors
and in presence of one of Directors or such other
persons as the Board may authorise who will sign in
token thereof and countersigned by such officers or
persons as the Directors may from time to time
resolve.
Any instrument bearing the Common Seal of the Company
and issued for valuable consideration shall be binding
on the Company notwithstanding any irregularity
touching the authority of the Directors to issue the
same.
The Company may exercise the powers conferred by
Section 50 of the Act and such power shall accordingly
be vested in the Board of Directors.
XXXIV. NOTICES AND SERVICE OF DOCUMENTS
Members to notify 248. If shall be imperative on every member or notify to
address for the Company for registration his place of address in
registration India and if he has no registered address within India
to supply to the Company an address within India for
giving of notices to him.
A member who shall change his name or address or who
being a female, shall marry, shall notify such change
of names or address to the Company.
Notice 249. (1) Subject to Section 53 of the said Act, a document
may be served by the Company on any member thereof
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 if any
within India supplied by him to the Company for
the giving of notices to him.
(2) Where a document is sent by post -
(a) service thereof shall be deemed to be
effected by properly addressing, prepaying
and posting a letter containing the document
provided that where a member has intimated to
the Company in advance that documents should
be sent to
-97-
<PAGE>
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
shall not be deemed to be effected unless it
is sent in the manner intimated by the
member; and
(b) such service shall be deemed to have been
effected:
(i) in the case of the notice of a meeting,
at the expiration of forty eight hours
after the letter containing the same it
posted; and
(ii) in any other case, at the time at which
the letter would be delivered in the
ordinary course of a post.
(3) A document advertised in a newspaper circulating
in the neighbourhood of the Registered Office of
the Company shall be deemed to be duly served on
the day on which the advertisement appears on
every member of the Company who has no registered
address in India and has not supplied to the
Company any address within India for the giving of
notices to him.
(4) A document may be served by the Company on the
joint-holders of a share by serving it on the
joint-holder named first in the Register of
members in respect of the share.
(5) A document may be served by the Company on the
persons entitled to a share in consequence of the
death or insolvency of a member by sending it
through the post in a pre-paid letter addressed to
them by name or by the title of representative of
the deceased or assignee of the insolvent or by
any like description, at the address, if any, 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
document in any manner in which it might have been
served if the death or insolvency had not
occurred.
Transfer of 250. Every person, who by operation of law, transfer or
successors in other means whatsoever, shall become entitled to any
title of members share, shall be bound by any and every notice and
bound by notice other document in respect of such share which
given to previous to his name and address being entered upon
previous holders the register shall have been duly given to the person
from whom he derives his title to such share.
-98-
<PAGE>
When notice may 251. Any notice required to be given by the Company to the
be given by members or any of them and not expressly provided for
advertisement by these presents shall be sufficiently given, if
given by advertisement, once in a English and once in
a vernacular daily newspaper circulating in Bombay.
Service of notice 252. Any notice or document served in the manner
good hereinbefore provided shall notwithstanding such
notwithstanding member be then dead and whether or not the Company
death of member has notice of his death, be deemed to have been duly
served in respect of any share, whether held solely
or jointly with other persons by such member, until
some other person be registered in his stead as the
holder or joint-holder thereof and such service, for
all purposes of these presents be deemed a sufficient
service of such notice or documents on his heirs,
executors, administrators and all person (if any)
jointly interested with him in any such shares.
Signature to 253. Any notice given by the Company shall be signed by a
notice Director or by the Secretary or some other officer
appointed by the Directors and the signature thereto
may be written, printed, lithographed or photostat.
Service of 254. A document may be served on the Company or on an
documents on officer thereof by sending it to the Company or
company officer at the Registered Office of the Company by
post under a certificate of posting or by Registered
Post or by leaving it at its Registered Office.
How time to be 255. Where a given number of days notice or notice
counted extending over any other period is required to be
given, the day of service shall not be counted nor
shall the day for which notice is given be counted.
XXXV. SECRECY CLAUSE
Secrecy Clause 256. No member shall be entitled to visit any works of the
Company without the permission of the Directors or
to require discovery of or any information respecting
any detail of the Company's working, trading or any
matter which is or may be in the nature of a secret,
mystery of trade or secret process, which may relate
to the conduct of the business of the Company and
which in the opinion of the Directors, it will be
nexpedient in the interest of the members of the
Company to communicate to the public.
XXXVI.
-99-
<PAGE>
XXXVII. WINDING- UP
Distribution of 257. If upon the winding-up of the Company, the surplus
assets assets shall be more than sufficient to repay the
whole of the paid-up capital, the excess shall be
distributed amongst the members in proportion to the
capital paid or which ought to have been paid-up on
the shares at the commencement of the winding-up held
by them respectively, other than the amounts paid in
advance of calls. If the surplus assets shall be
insufficient to repay the whole of the paid-up
capital, such surplus assets shall be distributed so
that as nearly as may be the losses shall be borne by
the members in proportion to the capital paid-up or
which ought to have been paid-up at the commencement
of the winding-up on the shares held by them
respectively, other than the amounts paid by them in
advance of calls. But this Article is without
prejudice to the rights of the holders of any shares
issued upon special terms and conditions and shall not
be construed so as to or be deemed to confer upon them
any rights greater than those conferred by the terms
and conditions of issue.
Distribution of 258. It the Company shall be wound-up whether voluntarily
assets in specie or otherwise, the following provisions shall take
effect:
(1) the Liquidator may, with the sanction of a
special resolution, divide among the
contributories in specie or kind 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 trust for the
benefit of the contributories or any of them, as
the Liquidator with the like sanction shall think
fit.
(2) If thought fit any such division may be otherwise
than in accordance with the legal rights of the
contributories (except where unalterably fixed by
the Memorandum of Association) and in particular
any class may be given preferential or special
rights or may be excluded altogether or in part
but in case any division otherwise than in
accordance with the legal rights of the
contributories shall be determined on any
contributory who would be prejudiced thereby
shall have the right to dissent and shall have
ancillary rights as if such determination were a
Special Resolution passed pursuant to Section 494
or 507 of the said Act.
-100-
<PAGE>
(3) In case any shares to be divided as aforesaid
involve a liability to calls or otherwise any
person entitled under such division to any of the
said shares, may, within seven days after the
passing of the Special Resolution by notice in
writing, direct the Liquidator to sell his
proportion and pay him the proceeds and the
Liquidator shall, if practicable, act
accordingly.
Liquidator may 259. Any such Liquidator may, irrespective of the powers
sell for shares conferred upon him by the said Act and as an
in another additional power conferring a general or special
company authority, sell the undertaking of the Company or the
whole or any part of its assets for shares fully or
partly paid-up or the obligations of or other
interest in any other company and may by the contract
of sale agree for the allotment to the members
directly of the proceeds of sale in proportion to
their respective interests in the Company and in case
the shares of this Company shall be of different
classes, may arrange for the allotment in respect of
preference shares of the Company, to obligations of
the purchasing company or of shares of the purchasing
company with preference or priority over or with a
larger amount paid-up than the shares allotted in
respect of ordinary shares of this Company and may
further by the contract, limit a time at the
expiration of which shares, obligations or other
interests not accepted or required to be sold, shall
be deemed to have been refused and be at the disposal
of the Liquidator.
Sale under 260. Upon any sale under the last preceding Article or
Sections 494 & under the powers given by Sections 494 and 507 of the
507 of the said Act, no member shall be entitled to require the
Companies Act, Liquidator either to abstain from carrying into
1956 effect the sale or the resolution authorising the
same or to purchase such member's interest in this
Company, but in case any member shall be unwilling to
accept the share, obligations or interests to which
under such sale he would be entitled, he may, within
seven days of the passing of the resolution
authorising the sale, by notice in writing to the
Liquidator, require him to sell such shares,
obligations or interests and thereupon the same shall
be sold in such manner as the Liquidator may think
fit and the proceeds shall be paid over to the member
requiring such sale.
-101-
