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THE COMPANIES ACT 1956

COMPANY LIMITED BY SHARES


ARTICLES OF ASSOCIATION
OF

________________________ PRIVATE LIMITED


1

Regulations contained in Table 'A' in the First Schedule to


the Companies Act, 1956 shall apply so far as they are
applicable to a Private Limited Company and so far only as
they are not inconsistent with any of the provisions
contained in these Regulations.

Provisions of
Table A
applicable.

Clause Nos. 5, 21, 25, 26, 27, 59, 64, 66, 81 and 84 of Table
'A' shall not apply to this Company. The clauses of
provisions of Section 171 and Section 173 to 175 of the Act
shall not apply to this Company.

Certain clauses of
Table "A" not
applicable.

PRIVATE COMPANY
3

The Company is a private company within the meaning of


Section 3(1)(iii) of the Companies Act, 1956, and
accordingly:
a) The number of members of the Company (exclusive of
persons who are in the employment of the Company
and of persons who having been formerly in the
employment of the Company were members of the
company while in that employment and have
continued to be members after the employment
ceased) shall not exceed fifty but where two or more
persons hold one or more shares in the company
jointly they shall for the purpose of this paragraph be
treated as a single member.
b) No invitation shall be issued to the public to subscribe
for any shares in or debentures of the Company.
c) The right of transfer of shares of the Company is
restricted as hereinafter provided.
d) The Company shall not invite or accept deposits from
persons other than its members, Directors or their
relatives.

SHARES
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Company to be a
private company.

4
5

The shares shall be under the control of the Directors who


may issue, allot or otherwise dispose of the same to such
persons on such terms and conditions and such time as the
Directors think fit and with full power to give to any person
the option to call for any shares either at par or at a
premium and for such consideration as the Directors think
fit. The Directors shall have the absolute power, from time
to time, to increase or reduce the capital and to divide the
shares in the original or any increased capital into different
classes and attach thereto at their discretion any preferential
deferred or other special rights, privileges, conditions or
restrictions as to dividends, capital, voting or otherwise as
may be determined by or in accordance with the provisions
hereof and to vary, modify or abrogate any such right,
privilege or conditions or restrictions in such manner as
may for the time being be permitted in accordance with the
provisions hereto or the legislative provisions for the time
being in force.

Shares to be under
control of
directors.

Subject to the provision of Section 80 of the Act, the


Company shall have the power to issue preference shares
which are at the option of the Company to be redeemed and
the resolution authorising such issue shall prescribe the
manner, terms and conditions of redemption.

Redeemable
Preference Shares.

a) The authorized share capital of the Company is


Rs. 1,00,000 /- (Rupees One Lac Only) divided into
10,000 (Ten Thousand Only) equity share of Rs.10/(Rupees Ten Only) each.

Authorized share
capital

b) The paid up share capital of the Company shall be


minimum of Rs. 1,00,000/- (Rupees One Lac Only)

Minimum paid-up
share capital

The Company shall have power to reduce the Share Capital


in the manner provided in Section 100 to 105 of the Act or
any statutory modifications thereof.

Power to reduce
share capital.

The Company shall have power to buy-back its own shares


or other securities subject to the provisions of Section 77A,
77AA and 77B of the Act or any statutory modifications
thereof and any guidelines as may be laid down in this
regard, from time to time.

Buy-back of
shares.

The Company shall have the power, subject to and in


accordance with the provisions of Section 79A of the Act
and other relevant regulations in this regard from time to
time, to issue sweat equity shares to employees and/or
directors on such terms and conditions and in such manner
as may be prescribed by law from time to time.

Sweat Equity
Shares.

TRANSFER AND TRANSMISSION OF SHARES


10 The Company shall keep a book to be called the "Register

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Register of

of Transfers" and therein shall be fairly and distinctly


entered particulars of every transfer or transmission of any
share.
11 The Board may decline to register any transfer of Shares
and shall not be bound to give any reason for such refusal.
This Article shall also apply in the case of a transferee who
is already a shareholder.
Without prejudice to the generality of the aforesaid power,
the Board may refuse to register any transfer of share:(i) where the company has lien on a share, or
(ii) in case of shares not fully paid up where it is not
proved to their satisfaction that the proposed transferee
is a responsible person, or

transfer.

Right to decline
registration of
transfer.
Directors' power
to refuse to
register in cases
mentioned in this
regulation.

(iii) where the Directors are of the opinion that the proposed
transferee (not being already a member) is not a
desirable person to admit to membership, or
(iv)

Where the result of such registration would be to make


the number of members exceed the limit fixed by the
Article 3 above.

12 (a) Notwithstanding the restrictions herein contained any


share may be transferred by a member to another
member and to any child or other issue, lineal
ascendants and descendants, mother, brother, sister,
daughter, son, wife, husband, brother's wife, sister's
husband, wife's brother, son's wife, daughter's husband,
nephews, nieces, of any member and any share of a
deceased member may be transferred by his legal
representatives to any of the above persons, and the
shares of any member may be transferred to the trustees
of any deed of settlement or will executed by the
member in respect thereof provided such trustees be any
such relative of such member and shares standing in the
name of trustees of such relative or will of any member
may be transferred upon any change of trustees to the
trustees for the time being of such settlement or will
provided such trustees be any such relative of the
member as aforesaid.

Manner of
transferring
shares.

(b) Notwithstanding the restrictions contained in these


Articles and without prejudice to the exemptions under
sub-Article (a), any share or shares may be transferred
to any person with the consent in writing of the holders
of not less than three fourths of the issued Equity Shares
of the Company or with the sanction of a special
resolution passed by the Company in the General
Meeting.
13 Except as herein provided no shares in the Company shall

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Existing member

be transferred unless and until rights of pre-emption


hereinafter conferred shall have been exhausted.

to have right of
pre-emption.

14 Any member who intends to transfer shares (hereinafter


referred to as the 'Vendor') shall give notice in writing to the
Board of Directors of the Company of his intention. Such
notice shall constitute the Board as the agent of the Vendor
for the sale of the said shares at a price to be agreed upon by
the Vendor and the Board of Directors of the Company or in
the event of disagreement, at a price which the Auditors of
the Company for the time being shall certify in writing, to
be the fair value thereof as between a Vendor and the
purchaser. In certifying the fair value, the Auditors shall act
as an expert and not as an arbitrator and accordingly the
provisions of the Indian Arbitration and Conciliation Act,
1996, shall not apply.

Notice of desire to
transfer to be
given.

15 Upon the price being settled as aforesaid, the Managing


Director or Directors of the Company who are attending the
duties of the Company shall in the first instance be entitled
to purchase the said shares at such price. In the event of
refusal by them to purchase the said shares or any part
thereof, as aforesaid, the Board of Directors of the
Company shall give notice to all members of the Company
of the number and price of the shares to be sold and invite
each of them to state in writing within 21 days from the date
of the said notice whether he is willing to purchase any, and
if so, what maximum number of the said shares.

Board to give
notice to
members.

16 At the expiration of 21 days, the Board of Directors of the


Company shall allocate the said shares to or amongst the
member or members who has/have expressed his or their
willingness to purchase the said shares and if more than one
member is desirous of purchasing the said shares, the shares
shall, so far as may be possible, be allocated prorata
accordingly to the number of shares already held by them
respectively. Upon such allocation being made, the Vendor
shall be bound on payment of the said price to transfer the
shares to the purchaser or purchasers and if he makes
default in so doing the Board of Directors of the Company
may receive and give a good discharge for the purchase
money on behalf of the Vendor and enter the name of the
purchaser in the register of members as holder of the said
shares purchased by him.

To allocate shares
to members.

17 In the event of the shares not being sold as aforesaid, the


Vendor may sell and transfer his shares at any price, to any
person subject to the approval by the Directors.

Shares not taken


by the members
may be transferred
to others.

18 Any person becoming entitled to shares of the Company in


consequence of the death or insolvency of a member shall,
upon such evidence being produced as may from time to

Title in case of
deceased member

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time be required by the Board of Directors of the Company,


have the right, either to be registered as a member in respect
of the shares or instead of being registered himself, to make
such a transfer of the share as the deceased on insolvent
person could have made provided that the Board of
Directors of the Company shall in either case have the same
right decline or suspend registration as they would have had
in the case of a transfer of the shares by the deceased or
insolvent person before the death or insolvency.

etc.

Nothing contained in these Articles shall release the estate


of a deceased joint holder from any liability in respect of
any share, which had been jointly held by him with other
persons.
19 (a) An application for the registration of the transfer of
shares may be made either by the transferor or the
transferee provided that where such application is made
by the transferor, no registration shall in the case of
partly paid up shares be affected unless the company
gives notice of the application to the transferee and
subject to the provision of sub-clause (f) hereof the
Company shall, unless objection is made by the
transferee within two weeks from the date of receipt of
the notice, enter in its register of members the name of
the transferee in the same manner and subject to the
same conditions as if the application for registration was
made by the transferee.

Application to be
made by
transferor or
transferee.

(b) For the purpose of sub-clause (a), notice to the


transferee shall be deemed to have been duly given if
sent by prepaid post to the transferee at the address
given in the instrument of transfer and shall be deemed
to have been delivered in the ordinary course of post.

Notice to
transferee.

(c) It shall not be lawful for the Company to register a


transfer of any shares unless a proper instrument of
transfer has been duly stamped and executed by the
transferor or the transferee and has been delivered to the
Company along with the shares, scrips provided that
upon proof to the satisfaction of the Board of Directors
of the Company of the instrument of transfer being
signed by the transferee and bearing the stamp required
by an instrument of transfer, the Board of Directors of
the Company may register the transfer on such terms as
to indemnity and/or otherwise of the Board of Directors
of the Company may think fit.

Transfer to be
presented with
evidence of title.

(d) 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 was lodged
with the Company send to the transferee and the
transferor notice of such refusal.

Notice of refusal.

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(e) Nothing in clause (c) shall prejudice the power of the


Company to register as a shareholder any person to
whom the right to any share has been transmitted by the
operation of any law.

Restriction to
register as
shareholder.

(f) Nothing in this Article shall prejudice any power of the


Company to refuse to register the transfer of any shares.
The instrument of transfer shall, after registration, be
retained by the Company and shall remain in its custody.
All instruments of transfer which the Board of Directors
of the Company may decline to register shall, on
demand, be returned to the person depositing the same.

Retention or
return of
instrument.

20 No person shall exercise any rights or privileges of


shareholders until he shall have paid all sums (whether in
respect of call or otherwise) for the time being due in
respect of the shares held by him or due in any manner
whatsoever to the Company.

Restricted right of
shareholders.

21 The transfer books and register of members and register of


debenture holders may be closed during such time or times
not exceeding in whole a period of forty-five days in each
year as the Board of Directors of the Company may think fit
but in such manner that such a period does not exceed thirty
days at a time.

Closure of transfer
books.

22 The provisions of these Articles shall mutatis mutandis


apply to the transfer of or the transmission by operation of
law of the right to debentures of the Company.

Transfer of
debentures.

23 The Company shall incur no liability or responsibility


whatsoever in consequence of its registering or giving effect
to any transfer of shares made or purported to be made by
any apparent legal owner thereof (as shown or appearing on
the Register of Members) to the prejudice of persons having
or claiming any 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 notice
prohibiting registration of such transfer and may have
entered such notice or referred thereto in any book of the
Company and the Company shall not be bound or required
to attend or give effect to any such notice which may be
given to it of any equitable right, title or interest, or be
under any liability whatsoever for refusing or neglecting to
do so, though it may have been entered or referred to in
some book of the Company; but the Company shall
nevertheless be at liberty to regard and attend to any such
notice and give effect thereto if the Board of Directors of
the Company shall so think fit.

The Company not


liable for
disregard.

DIRECTORS
24 The numbers of Directors shall not be less than 2 (two) or
more than 12 (twelve).
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Number of
directors.

25 (a) The first Directors of the Company shall be: i. Mr. ____________________.

First directors.

ii. Mr. ____________________.


(b) Any person appointed as Director of the Company under
clause 72 of Table 'A' shall hold office for

Other directors.

(c) Such period and upon such conditions as may be


specified subject nevertheless to the provisions of
Section 260 of the Act.
(d) Subject to the provisions of the Act, the Board of
Directors of the Company shall have power at any time
to appoint any person as a Director to fill a casual
vacancy Any Director appointed to fill a casual vacancy,
shall hold office only upto the date upto which the
Director in whose place he is appointed would have held
office if it had not been vacated.

Appointment of
directors to fill a
casual vacancy.

(e) The Board of Directors may appoint any Alternate


Director in accordance with Section 3l3 of the Act.

Alternate
directors.

26 A Director need not hold any shares in the capital of the


Company to qualify him to be a Director of the Company.

Share
qualification.

27 The Directors may from time to time appoint and/or remove


any one (or more) of their body to be a Managing
Director(s), Technical Director/Non-technical Director, for
such period and upon such terms as they think fit and may
vest in such Director or Directors such of their powers
hereby vested in the Directors generally as they think fit and
such powers may be made exercisable for such period or
periods and upon such terms and conditions and subject to
such restrictions and generally upon such terms as to
remuneration and otherwise as they may determine. The
remuneration of such Director may be by way of salary
perquisites, or commission or participation in profits or by
any or all those modes subject to the provisions of the Act.

Managing
Director.

28 A Director shall be paid such sum for each meeting of the


Board of Directors of the Company or Committee of the
Board of Directors of the Company attended by him, as may
be prescribed from time to time under the Act. The
Directors shall also be paid their travelling, lodging and
boarding expenses and such further remuneration (if any) as
the Company in General Meeting may from time to time
determine.

Remuneration to
directors.

29 If any Director be called upon to perform extra services or


special exertions or efforts (which expression shall include,
work done by a Director as Member of any Committee of
the Board of Directors formed by the Board of Directors of
the Company), the Board of Directors of the Company may
arrange with such Director for such special remuneration for
such extra services or special exertions or efforts either by

Special
remuneration of
director
performing extra
service.

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way of a fixed sum or otherwise as may be determined by


the Board of Directors of the Company and such
remuneration may be either in addition to or in substitution
for his remuneration above provided.
30 No Director shall be disqualified by his office from
contracting with the Company, nor shall any such contract
entered into by or on behalf of the Company in which any
Director shall be in any way interested be avoided, nor shall
any Director contracting or being so interested be liable to
account to the Company for any profit realised by any such
contract by reason only of such Director holding that office,
or of the fiduciary relations thereby established but it is
declared that the nature of his interest must be disclosed by
him/her at the meeting of the Directors at which the contract
is determined if his interest then exists, or in any other case,
at the first meeting of the Directors after he/she acquires
such interest.
31 A resolution in writing signed by all the members of the
Board or of a committee thereof, for the time being entitled
to receive notice of a meeting of the Board or committee,
shall be as valid and effectual as if it had been passed at a
meeting of the Board or committee, duly convened and
held.

Resolution by
circular.

Provided that the resolution has been circulated in draft,


together with the necessary papers, if any, to all Directors,
or members of the Committee.
32 The Board of Directors of the Company may at any time
33 and from time to time by power of attorney, appoint any
person or persons to be the Attorney or Attorneys of the
Company for such purposes and with such powers,
authorities and discretion (not exceeding those vested in or
exercisable by the Directors under these presents and the
provisions of the Act) and for such period and subject to
such conditions as the Board of Directors of the Company
may from time to time think fit and any such appointment
(if the Board of Directors of the Company think fit) be
made 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 indirectly by the Board of Directors
of the Company and any such power of attorney may
contain any such powers for the protection or convenience
of persons dealing with such Attorneys as the Board of
Directors of the Company may think fit, and may contain
powers enabling any such delegates or Attorney as aforesaid
to sub-delegate all or any of the powers authorities and
discretion for the time being vested in them.

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Board may
appoint attorneys.

33 (1)

The Board shall provide for the safe custody of


Common Seal.

(2)

The Common Seal of the company shall not be


affixed to any instrument except by the authority of
a resolution of the Board of Directors of the
Company or of a Committee of the Board of
Directors of the Company authorised by it in that
behalf and except in the presence of at least one
Director and the Secretary or such other person as
the Board of Directors of the Company may appoint
for the purpose or in the presence of at least two
Directors and the persons in whose presence the
Common Seal of the Company is affixed in
accordance with this Article shall sign every
instrument to which the Common Seal is so affixed.

Seal.

34 All General Meetings other than the Annual General


Meeting shall be called Extra-Ordinary General Meetings.
(1)
The Board of Directors of the Company may,
whenever it thinks fit, call an extra-ordinary general
meeting.
(2)
If at any time there are not within India Directors
that are capable of acting and who are sufficient in
number to form the requisite quorum, any Director
or any two members of the Company may call an
extra-ordinary general meeting in the same manner,
as nearly as possible, as that in which such a
meeting may be called by the Board of Directors of
the Company.
(3)
Any General Meeting may be called by giving to the
members clear seven days notice or a shorter notice
than of seven days if consent thereto is given by the
members of the Company in accordance with the
provisions of Section 171 of the Act.

General meeting.

35 (i)

No business shall be transacted at any General


Meeting unless a quorum of members is present at the
time when the meeting proceeds to business.

Proceedings at
general meetings.

(ii)

Two members present in person shall constitute


quorum.

(iii)

The Chairman, if any, of the Board of Directors of


the Company, shall preside as Chairman at every
general meeting of the Company.

(iv)

If there is no such Chairman or if he is not present


within fifteen minutes after the time appointed for
holding the meting or is unwilling to act as Chairman
of the meeting, the Directors present shall elect one of
their number to be Chairman of the meeting.

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(v)

If at any meeting no Director is willing to act as the


Chairman or if no Director is present within 15
minutes after the time appointed for holding the
meeting, the members present shall elect one of their
number to be Chairman of the meeting.

(vi)

The Chairman may with the consent of any meeting


at which a quorum is present, and shall, if so directed
by the meeting adjourn the meeting from time to time
and from place to place.

(vii)

No business shall be transacted at any adjourned


meeting other than the business left unfinished at the
meeting from which the adjournment took place.

(viii)

When a meeting is adjourned for thirty days or


more, notice of the adjourned meeting shall be given
as in the case of an original meeting.

(ix)

Save as aforesaid, it shall not be necessary to give


any notice of an adjournment or of the business to be
transacted at an adjourned meeting.

(x)

In case of equality of votes, whether on a show of


hands or on a poll, the Chairman of the meeting at
which the show of hands takes place or at which the
poll is demanded, shall be entitled to a second or
casting vote.

(xi)

Any business other than that upon which a poll has


been demanded may be proceeded with pending the
taking of the poll.

36 (i)

The quorum necessary for the transaction of the


business of Directors shall be two Directors or one
third of the total number of Directors whichever is
higher, of the subject to Section 287 of the
Companies Act, 1956.

(ii)

Subject to the provisions of Section 285 of the Act, a


meeting of the Board of Directors of the Company
shall be held at least once in every three calendar
months and at least four such meetings shall be held
in each calendar year. The Directors may meet
together for the discharge of the business, adjourn and
otherwise regulate their meetings and proceeds, as
they think fit.

(iii)

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 and also to
every Director out of India at his usual address atleast

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Proceedings of the
Board.

seven days prior to the meeting. The Company shall


also circulate in advance the agenda of the meeting
including the business to be conducted at such
meeting along with the aforesaid notice.
(iv)

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
discretions by law or under the Articles and
regulations for the time being vested or exercisable
by the Directors generally.

(v)

The Managing Director or a Director may at any time


or the Secretary upon the requisition of Director, shall
convene a meeting of the Directors.

(vi)

The questions arising at any meeting of the Directors


shall be decided by a majority of votes, and in case of
any equality of vote, the Chairman shall have a
second or casting vote.

(vii) The Directors may elect a Chairman of their meeting


and determine a period for which he is to hold office.
If at any meeting of the Board of Directors of the
Company, the Chairman is not present within fifteen
minutes of the time appointed for holding the same,
or is unwilling to preside, the Directors present at
such meeting may elect one of Directors present at
such meeting to be Chairman of such a meeting.
(viii) Subject to the provisions of Section 292 of the 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 provision of the said Act cannot be delegated to
any committees of the Board of Directors of the
Company 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. Every committee
so formed shall, in exercise of powers so delegated,
conform to any regulations that may from time to
time be imposed on it by the Board of Directors of
the Company 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 of Directors of the Company.
(ix)

All acts done by a person shall be valid,


notwithstanding that it may be afterwards discovered
that such persons appointment was invalid by reason
of any defect or disqualification or had terminated by
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virtue of any provisions contained in the 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.
CAPITALIZATION
37 Subject to the provisions of the Act;
(1)
The Company may, at any General Meeting, resolve
that any moneys, investments or other assets
forming part of the undivided profits of the
Company (including profits or surplus moneys
arising from realization of any capital assets of the
Company) standing to the credit of the Reserve Fund
or any other fund of the Company or in the hands of
the Company and available for dividend or
representing the premiums received on the issue of
shares, and standing to the credit of the share
premium account of the Company be capitalised in
accordance with the provisions of the Act:
(a) by distribution by way of dividend among the
holders of the shares of the Company or any of
them on the footing that they become entitled
thereto as capital in accordance with the
respective rights and interests and in proportion
to the amount paid or credited as paid thereon, of
paid up shares, debentures or debenture stock,
bonds or other obligations of the Company, or
(b) by crediting shares of the Company which may
have been issued and are not fully paid up in
proportion to the amount paid or credited as paid
thereon, respectively, with the whole or any part
of the sums remaining unpaid thereon, and the
Directors shall give effect to such resolution and
apply such portion of the profits or Reserve Fund
or any other fund of the Company as may be
required for the purpose of making payment in
full or part for the shares, debentures or
debenture-stock, bonds or other obligations of
the Company so distributed or (as the case may
be) for the purpose of paying in whole or in the
part, the amount remaining unpaid on the 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 Directors and if so recommended such
distribution and payment shall be accepted by
such share-holders in full satisfaction of their
interest in the said capitalised sum.

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Capitalization.

(2)

For the purpose of giving effect to any such


resolution the Directors may settle any difficulty
which may arise in regard to the distribution or
payment as aforesaid as they think expedient and in
particular they may issue fractional certificates and
generally may make such arrangement 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 may make cash payments to
any holders of shares on the footing of the value so
fixed in order to adjust rights and may vest any
shares, debentures, debenture-stock, bonds or other
obligations in trustees upon such trusts for adjusting
such rights as may seem expedient to the Directors.
In cases where some of the shares of the Company
are fully paid and others are partly paid, only such
capitalization may be effected by the distribution of
further shares in respect of the fully paid shares, by
crediting the partly paid shares with the whole or
part of the unpaid liability thereon, but so that as
between the holders of fully paid shares and partly
paid shares the sums so applied in the payment of
such further shares and in the extinguishment or
diminution of the liability on 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 and partly paid shares
respectively. When deemed requisite a proper
contract shall be filed with the authorities in
accordance with the Act and the Board of Directors
of the Company may appoint any person to sign
such contract on behalf of the holders of the shares
of the Company which have been issued prior to
such capitalization and such appointment shall be
effective.

38 Subject to the provisions of Section 292 of the Act, the


Board of Directors of the Company shall have the power,
from time to time, at their discretion to borrow, raise or
secure the payment of any sum of money for the purpose of
the Company in such manner and upon such terms and
conditions in all respects as they think fit and in particular
by the issue of debentures or bonds of the Company or by
mortgage or change upon all or any of the properties of the
Company both present and future including its uncalled
capital for the time being.

Borrowing
powers.

39 The Board of Directors of the Company shall have the


power to open bank accounts, to sign cheques on behalf of
the Company and to operate all banking accounts of the
Company and to receive payments, make endorsements,
draw and accept negotiable instruments, hundies and bills or

Operation of bank
accounts.

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may authorise any other person or persons to exercise such


powers.
40 (i)

If the Company shall be wound up, the liquidator may


with the sanction of a special resolution of the
Company and any other sanction required by the Act,
divide amongst the members in specie or kind, the
whole or any part of the assets of the Company,
whether they shall consist of property of the same
kind or not in accordance with the provisions of the
Act.

(ii)

For the purpose aforesaid, the liquidator may set such


value as he deems fair upon any property to be
divided as aforesaid and may determine how such
division shall be carried out as between the members
or different classes of members.

(iii)

The liquidator may, with the like sanction, vest the


whole or any part of such assets in trustees upon such
trusts for the benefit of the contributories as the
liquidator shall think fit, but so that no member shall
be compelled to accept any shares or other securities
whereon there is any liability.
The first auditors of the Company shall be appointed
by the Board of Directors of the Company within one
month after its incorporation who shall hold office till
the conclusion of first Annual General Meeting of the
Company.
The Board of Directors of the Company may fill up
any casual vacancy in the office of the auditors.
The remuneration of the auditors shall be fixed by the
Company in general meeting except that the
remuneration of the first or any auditors appointed by
the Directors, it may be fixed by the Directors.

41 (i)

(ii)
(iii)

Winding up.

Audit.

INDEMNITY
42 Every officer or agent for the time being of the Company
shall be indemnified out of the funds of the Company
against any liability incurred by him in defending any
proceedings, whether civil or criminal, in which judgment is
given in his favour or in which he is acquitted or in
connection with any application under Section 633 in which
relief is granted to him by the Court.

Directors and
others right to
indemnity.

SECRECY CLAUSE
43 No member shall be entitled to visit or inspect any works of
the Company without the permission of the Board of
Directors of the Company or any other person authorised on
that behalf by the Board of Directors of the Company to

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Secrecy clause.

require discovery of or any information respecting any


details of the Company's trading or any matter which is or
may be in the nature of a trade secret, mystery of trade
secret process or any other matter which may relate to the
conduct of the business of the Company which in the
opinion of Board of Directors of the Company, it would be
inexpedient in the interest of the Company to disclose.
44 Wherever in the Companies Act, 1956, it has been provided that any company shall have any right, privilege or
authority or that any company cannot carry out any
transaction unless it is so authorised by its Articles, then and
in that case this Article hereby authorises and empowers this
Company to have such right, privilege or authority and to
carry out such transaction as have been permitted by the
provisions of the Companies Act, 1956 without there being
any other specific Article in that behalf herein provided.

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General authority.

We, the several persons whose names and addresses are subscribed, are desirous of being
formed into a Company in pursuance of these Articles of Association.

1.

Mr. ___________________
S/o Mr. ________________

Signatures of
subscribers

Sd/-

(Address)
Occupation: ____________

2.

Mr. ___________________
S/o ____________________

Sd/-

(Address)

Occupation: ____________

Occupation: ____________

Signatures of Witnesses
and their Address,
Descriptions and
Occupations.
(Address)S/o ____________________Mr._______________Sd/-Witness to all the Subscribers

Name, Addresses, Descriptions and


Occupations of Subscriber

Place:
Date:

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8. Formulate Articles of Association (AoA)


Articles of Association are the rules regarding internal management of a company. These rules
are subsidiary to the Memorandum of Association and hence, should not contradict or exceed
anything stated in the Memorandum of Association.
A duly drafted, verified, stamped and signed Articles of Association is required for registering
a company.
Table A is a document (for details refer to The Companies Act, 1956) containing rules
and regulations for the internal management of a company. If a company adopts Table A
- there is no need to prepare separate Articles of Association.
For companies not adopting Table A, a copy of the Articles of Association, stamped and
duly signed by signatories to the Memorandum of Association is required for registration.
Articles of Association (AOA) can be easily prepared under guidance of any Lawyer or
Chartered Accountant. More information about Articles of Association (AOA) can be
found in, a) The Companies Act, 1956 and b) The Legal Service of India
Draft Article of Association ( AOA) is attached herewith for your convenience. Please amend/
change as required.

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