Articles of Association
……………… Company Ltd.
(Incorporated under the Companies Act 1956)
1. The provisions of Table A in the first schedule of the Companies Act 1956, shall apply to this company so far as they are applicable to private limited Companies and are not expressly provided otherwise in these articles.
2. Share Capital. The capital of the company is Rs. 21,000 divided into 2,100 Equity shares of Rs. 10 each payable Rs. 5 on application and the balance on allotment.
3. Private Company. The company shall be a private limited company and accordingly:
(a) No invitation shall be made to the public to subscribe its share capital or debenture, if any.
(b) The number of members of the company shall not exceed 50 excluding the employees of the company and the joint holders of one or more shares shall be considered for the purpose of this sub-clause as one member.
(c) The right to transfer its shares shall be restricted as hereinafter provided.
4. Agreement. As soon as possible after the registration of the company the Directors shall give effect to the agreement between the firms Indian Journal of Power and River Valley Development and Indian Mining Journal of the one part and the company of the other part to acquire the business as stated in the Memorandum of Association of the company, by proper entries in the books of account.
5. Shares. Subject to and without prejudice to the other provisions of these articles, the shares of the company shall be under the control of the Directors who shall allot to the members its shares at such time and in such manner and for such consideration as Directors shall determine.
6. Transfer and Transmission of Shares. Shares of the company may be transferred by the holders thereof to their sons, daughters, wives or other legal heirs or any other member or members of the company in the usual way, but such transferrer shall be deemed to remain the holder of any share transferred until the name of the transferee is entered in the Register of Members as the holder thereof.
7. In case a shareholder of the company expresses his intention to transfer all or any part of the shares held by him to any other person except those referred to in the above article, he is to signify his such intention by proposal in writing to the Directors of the company giving the name, address and description of such proposed transferee and the Directors will convene a meeting forthwith to consider such proposal and the Directors will be at liberty to either take in such transferee as a member of the company or arrange the sale of such shares to some of the members of the company.
8. Any member wishing to transfer his shares shall give notice in writing (hereinafter called the sale notice) to the company of his intention to do so specifying and denoting the number of shares he intends to sell. Every such notice shall constitute the company the agent of the member proposing to sell (hereinafter called the vendor) for the sale of such shares as a fair value to any member of the company (hereinafter called the purchaser) or in the absence of any member agreeing to purchase, to any outsider whom the Directors in their meeting may nominate. No sale notice may be withdrawn without the written sanction of the Directors.
9. On receipt of a sale notice the Directors shall offer the shares comprised in such notice at their “fair value” in the first instance to the existing members of the company and shall set a limit of time not less than 30 days within which such offer, if not accepted, shall be deemed to have been declined. Should more than one member accept the offer, the Directors may either divide the shares between them as nearly as may be in proportion to their holding in the company.
10. If the Directors are unable within 60 days after the receipt of the sale notice by them to find any member willing to purchase any or all of such shares offered for sale at a “fair value”, then they may by resolution nominate an outsider, as purchaser of such shares and the vendor shall be bound upon payment of the “fair value” to transfer the shares to such purchaser be he a member or outsider, within seven days from the receipt of the notice of the transaction.
11. If the Directors fail within 90 days after service of the sale notice to find a purchaser for any or all of the shares comprised therein at a “fair value”, they shall give notice to this effect to the vendor within seven days thereafter stating the best value, if any, that they are able to obtain for the said shares.
12. The vendor shall then be at liberty to either accept the offer or to sell and transfer the said shares to any person he may select without the sanction of the Directors provided that the sale be effected at a figure higher than that offered in writing by the Directors, and the company shall thereafter be bound by such transfer. In the absence of any notice to the vendor as prescribed here, he shall conclude that no offer is forthcoming for the said shares and may proceed to deal with them in the manner prescribed above.
13. Before the ordinary General Meeting of each year, the auditors of the company shall make out a valuation of the company and assign a “fair value” to each share and on the basis of such valuation at the ordinary General Meeting in each year, the company shall by resolution fix the price of the shares (but such price must not be less than the value reported by the auditor).
14. Directors. The number of Directors shall not be less than two and more than five.
15. The qualification of a Director shall be the holding of at least 100 shares in the company. The Directors shall get such remuneration as may be determined by the company in general meeting from time to time.
16. The following persons shall be the first Directors of the company:
(1) Mr. ……………………………
(2) Mr. ……………………………
17. The Board of Directors may appoint additional Directors who will hold office up to the date of the next Annual General Meeting of the company but the number of the Directors and additional Directors together shall not exceed five.
18. The business of the company shall be managed by the Managing Director under the supervision of the Board of Directors.
19. The Board of Directors shall appoint one of the them to the office of the Managing Director for such terms and conditions as they think fit but not exceeding five years at a time.
20. Rotation of Directors. All the Directors shall retire every year but they will be eligible for re-election.
21. Disqualification of Directors. The office of Director shall be vacated if he:
(a) fails to obtain within the time specified in sub-sec. (1) of section 27 of the Companies Act 1956 or any time thereafter ceases to hold the share-qualification necessary for his appointment, or
(b) is found to be of unsound mind by a competent court of law having jurisdiction; or
(c) is adjudged an insolvent; or
(d) applies to be adjudged an insolvent; or
(e) is convicted by a court in India of any offence and is sentenced in respect thereof to imprisonment for not less than six months; or
(f) fails to pay any calls made in respect of shares of the company held by him whether alone or jointly with others within six months from the date of such calls being made; or
(g) is found to be interested directly or indirectly in any business almost similar to that of the company without having previous consent of the Board of Directors in writing.
22. Meetings. A meeting of the Board of Directors shall be held at least once in every three calendar months. Two Directors present in person shall form the quorum.
23. Notice of every meeting of the Board of Directors shall be given in writing to every Director at his usual address.
24. An Annual General Meeting of the company shall be held within 18 months from the date of its incorporation and thereafter once at least in every year at such time (not being more than nine months after the expiry of the financial year of the company).
25. Notice of an Annual General Meeting shall be given to each member in writing to his usual address at least 21 days before the date of the meeting specifying the place, day and hour of the meeting and also a statement of the business to be transacted thereat.
26. No business shall be transacted at any General Meeting unless a quorum of two members is present in person at the time when the meeting proceeds to transact business.
27. On show of hands every member present in person shall have one vote; on a poll every member present in person or by proxy shall have one vote for each share held by him. In the case of an equality of votes the chairman shall have a casting vote.
28. Accounts. The Board of Directors shall keep or cause to be kept proper books of accounts.
29. The books of accounts shall be kept at the registered office of the company and shall be open to inspection by the Directors during the usual office hours.
30. The Board of Directors shall, as required by sections 210 and 211 of the Companies Act 1956, cause to be prepared and to be laid before the Company in the General Meeting such Profit and Loss Accounts and Balance-Sheet and Reports as are referred to in those sections.
31. Audit. Once at least in every year the accounts of the company shall be examined and the correctness of the Balance-Sheet and Profit and Loss Accounts be ascertained by a Chartered Accountant.
We, the several persons whose names, addresses and descriptions are subscribed hereto, are desirous of being formed into a private limited company in pursuance of this Memorandum of Association and we are respectively agreeable to take the number of shares in the capital of the Company set opposite to our respective names.
Dated the …………… day of …………… 1999.