pa\$p pMjaIkrNa pmaaNa–p~ 1
ka^pao-roT phcaana saM#yaa : U74900MH2008PTC182869 2008 - 2009
maOM etdWara sa%yaaipt krta hU^ ik maOsasa-
DSA LEARNING SYSTEMS PRIVATE LIMITED
ka pMjaIkrNa' kmpnaI AiQainayama' ko AtMga-t Aaja ikyaa jaata hO AaOr yah kmpnaI p`a[vaoT ilaimaToD hO. 1956 (1956 1) ka
yah inagamana–p~ Aaja idnaaMk tIsa ma[- dao hjaar Aaz kao maoro hstaxar sao mauMba[- maoM jaarI ikyaa jaata hO.
Form 1 Certificate of Incorporation
Corporate Identity Number : U74900MH2008PTC182869 I hereby certify that DSA LEARNING SYSTEMS PRIVATE LIMITED is this day incorporated under the Companies Act, 1956 (No. 1 of 1956) and that the company is private limited. 2008 - 2009
Given under my hand at Mumbai this Thirtieth day of May Two Thousand Eight.
(CHINNACHAMY N)
/ Assistant Registrar of Companies maharaYT/' mauMba[- Maharashtra, Mumbai sahayak kmpnaI rijasT/ar
kmpnaI rijasT/ar ko kayaa-laya AiBalaoK maoM ]plabQa p~acaar ka pta :
Mailing Address as per record available in Registrar of Companies office:
DSA LEARNING SYSTEMS PRIVATE LIMITED
343/344, Kusum Nivas, 1st Floor, Near Jalaram, Temple, Narayan Joshi Road, Kandivali (West),
Mumbai - 400067,
Maharashtra, INDIA
| DS MINISTRY OFCORPORATEAFFAIRS 23 |
Digitally signed by DS MINISTRY OFCORPORATE AFFAIRS 23DN: c=IN, o=MINISTRY OF CORPORATEAFFAIRS, postalCode=400002, st=Maharashtra,street=MUMBAI, 2.5.4.51=100 EVERESTBUILDING MARINE DRIVE, cn=DS MINISTRY OFCORPORATE AFFAIRS 23Reason: I attest to the accuracy and integrity of thisdocumentDate: 2017.10.09 17:20:53 +05'30' |
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THE COMPANIES ACT, 2013 (COMPANY LIMITED BY SHARES) ARTICLES OF ASSOCIATION OF ONE POINT ONE SOLUTIONS LIMITED
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Particulars |
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| 1. |
No regulation contained in Table "F" in the First Schedule toCompanies Act, 2013 shall apply to this Company but the regulationsfor the Management of the Company and for the observance of theMembers thereof and their representatives shall be as set out in therelevant provisions of the Companies Act, 2013 and subject to anyexercise of the statutory powers of the Company with reference tothe repeal or alteration of or addition to its regulations by SpecialResolution as prescribed by the said Companies Act, 2013 be such asare contained in these Articles unless the same are repugnant orcontrary to the provisions of the Companies Act, 2013 or anyamendment thereto. |
Table F Applicable. |
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Interpretation Clause |
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| 2. |
In the interpretation of these Articles the following expressions shallhave the following meanings unless repugnant to the subject orcontext: |
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(a)"The Act" means the Companies Act, 2013 and includes anystatutory modification or re-enactment thereof for the timebeing in force. |
Act |
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(b)"These Articles" means Articles of Association for the timebeing in force or as may be altered from time to time videSpecial Resolution. |
Articles |
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(c)"Auditors" means and includes those persons appointed as suchfor the time being of the Company. |
Auditors |
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(d)"Capital" means the share capital for the time being raised orauthorized to be raised for the purpose of the Company. |
Capital |
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(e)*"The Company" shall mean ONE POINT ONE SOLUTIONSLIMITED |
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(f)"Executor" or "Administrator" means a person who hasobtained a probate or letter of administration, as the case maybe from a Court of competent jurisdiction and shall include aholder of a Succession Certificate authorizing the holder thereofto negotiate or transfer the Share or Shares of the deceasedMember and shall also include the holder of a Certificategranted by the Administrator General under section 31 of the |
Executoror Administrator |
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Particulars |
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Administrator General Act, 1963. |
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(g) |
"Legal Representative" means a person who in law representsthe estate of a deceased Member. |
Legal Representative |
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(h) |
Words importing the masculine gender also include thefeminine gender. |
Gender |
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(i) |
"In Writing" and "Written" includes printing lithography andother modes of representing or reproducing words in a visibleform. |
In Writing and Written |
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(j) |
The marginal notes hereto shall not affect the constructionthereof. |
Marginal notes |
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(k) |
"Meeting" or "General Meeting" means a meeting of members. |
Meeting or General Meeting |
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(l) |
"Month" means a calendar month. |
Month |
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(m) |
"Annual General Meeting" means a General Meeting of theMembers held in accordance with the provision of section 96 ofthe Act. |
Annual General Meeting |
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(n) |
"Extra-Ordinary General Meeting" means an ExtraordinaryGeneral Meeting of the Members duly called and constitutedand any adjourned holding thereof. |
Extra-Ordinary General Meeting |
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(o) |
"National Holiday" means and includes a day declared asNational Holiday by the Central Government. |
National Holiday |
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(p) |
"Non-retiring Directors" means a director not subject toretirement by rotation. |
Non-retiring Directors |
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(q) |
"Office" means the registered Office for the time being of theCompany. |
Office |
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(r) |
"Ordinary Resolution" and "Special Resolution" shall have themeanings assigned thereto by Section 114 of the Act. |
Ordinary and Special Resolution |
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(s) |
"Person" shall be deemed to include corporations and firms aswell as individuals. |
Person |
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(t) |
"Proxy" means an instrument whereby any person is authorizedto vote for a member at General Meeting or Poll and includesattorney duly constituted under the power of attorney. |
Proxy |
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(u) |
"The Register of Members" means the Register of Members tobe kept pursuant to Section 88(1) (a) of the Act. |
Register of Members |
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Particulars |
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(v)"Seal" means the common seal for the time being of theCompany. |
Seal |
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(w)Words importing the Singular number include where thecontext admits or requires the plural number and vice versa. |
Singular number |
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(x)"The Statutes" means the Companies Act, 2013and every otherAct for the time being in force affecting the Company. |
Statutes |
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(y)"These presents" means the Memorandum of Association andthe Articles of Association as originally framed or as alteredfrom time to time. |
These presents |
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(z)"Variation" shall include abrogation; and "vary" shall includeabrogate. |
Variation |
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(aa)"Year" means the calendar year and "Financial Year" shall havethe meaning assigned thereto by Section 2(41) of the Act. |
Year and Financial Year |
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Save as aforesaid any words and expressions contained in theseArticles shall bear the same meanings as in the Act or any statutorymodifications thereof for the time being in force. |
Expressions in the Act to bearthe same meaning in Articles |
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CAPITAL |
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| 3. |
The Authorized Share Capital of the Company shall be such amountas may be mentioned in Clause V of Memorandum of Association ofthe Company from time to time. |
Authorized Capital. |
| 4. |
The Company may in General Meeting from time to time by OrdinaryResolution increase its capital by creation of new Shares which maybe unclassified and may be classified at the time of issue in one ormore classes and of such amount or amounts as may be deemedexpedient. The new Shares shall be issued upon such terms andconditions and with such rights and privileges annexed thereto as theresolution shall prescribe and in particular, such Shares may be issuedwith a preferential or qualified right to dividends and in thedistribution of assets of the Company and with a right of voting atGeneral Meeting of the Company in conformity with Section 47 of theAct. Whenever the capital of the Company has been increased underthe provisions of this Article the Directors shall comply with theprovisions of Section 64of the Act. |
IncreaseofcapitalbytheCompany how carried into effect |
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Except so far as otherwise provided by the conditions of issue or bythese Presents, any capital raised by the creation of new Shares shallbe considered as part of the existing capital, and shall be subject tothe provisions herein contained, with reference to the payment ofcalls and installments, forfeiture, lien, surrender, transfer and |
New Capital sameas existingcapital |
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transmission, voting and otherwise. |
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The Board shall have the power to issue a part of authorized capitalby way of non-voting Shares at price(s) premia, dividends, eligibility,volume, quantum, proportion and other terms and conditions as theydeem fit, subject however to provisions of law, rules, regulations,notifications and enforceable guidelines for the time being in force. |
Non Voting Shares |
| 7. |
Subject to the provisions of the Act and these Articles, the Board ofDirectors may issue redeemable preference shares to such persons,on such terms and conditions and at such times as Directors think fiteither at premium or at par, and with full power to give any personthe option to call for or be allotted shares of the company either atpremium or at par, such option being exercisable at such times andfor such consideration as the Board thinks fit. |
Redeemable Preference Shares |
| 8. |
The holder of Preference Shares shall have a right to vote only onResolutions, which directly affect the rights attached to hisPreference Shares. |
Votingrightsofpreferenceshares |
| 9. |
On the issue of redeemable preference shares under the provisions ofArticle 7 hereof , the following provisions-shall take effect:(a) No such Shares shall be redeemed except out of profits of whichwould otherwise be available for dividend or out of proceeds ofa fresh issue of shares made for the purpose of the redemption;(b)No such Shares shall be redeemed unless they are fully paid;(c)Subject to section 55(2)(d)(i) the premium, if any payable onredemption shall have been provided for out of the profits ofthe Company or out of the Company's security premiumaccount, before the Shares are redeemed;(d)Where any such Shares are redeemed otherwise then out ofthe proceeds of a fresh issue, there shall out of profits whichwouldotherwisehavebeenavailablefordividend,betransferred to a reserve fund, to be called "the CapitalRedemption Reserve Account", a sum equal to the nominalamount of the Shares redeemed, and the provisions of the Actrelating to the reduction of the share capital of the Companyshall, except as provided in Section 55of the Act apply as if theCapital Redemption Reserve Account were paid-up sharecapital of the Company; and |
Provisions to apply on issue ofRedeemable Preference Shares |
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(e)Subject to the provisions of Section 55 of theAct, theredemption of preference shares hereunder may be effected inaccordance with the terms and conditions of their issue and inthe absence of any specific terms and conditions in that behalf,in such manner as the Directors may think fit. The reduction ofPreference Shares under the provisions by the Company shall |
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Particulars |
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not be taken as reducing the amount of its Authorized ShareCapital |
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| 10 |
The Company may (subject to the provisions of sections 52, 55, 66,both inclusive, and other applicable provisions, if any, of the Act)from time to time by Special Resolution reduce |
Reduction of capital |
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(a) the share capital; |
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(b) any capital redemption reserve account; or |
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(c) any security premium account |
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In any manner for the time being, authorized by law and in particularcapital may be paid off on the footing that it may be called up againor otherwise. This Article is not to derogate from any power theCompany would have, if it were omitted. |
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| 11 |
Any debentures, debenture-stock or other securities may be issued ata discount, premium or otherwise and may be issued on conditionthat they shall be convertible into shares of any denomination andwith any privileges and conditions as to redemption, surrender,drawing, allotment of shares, attending (but not voting) at theGeneralMeeting,appointmentofDirectorsandotherwise.Debentures with the right to conversion into or allotment of sharesshall be issued only with the consent of the Company in the GeneralMeeting by a Special Resolution. |
Debentures |
| 12 |
The Company may exercise the powers of issuing sweat equity sharesconferred by Section 54of the Act of a class of shares already issuedsubject to such conditions as may be specified in that sections andrules framed thereunder. |
Issue of Sweat Equity Shares |
| 13 |
The Company may issue shares to Employees including its Directorsother than independent directors and such other persons as the rulesmay allow, under Employee Stock Option Scheme (ESOP) or any otherscheme, if authorized by a Special Resolution of the Company ingeneral meeting subject to the provisions of the Act, the Rules andapplicable guidelines made there under, by whatever name called. |
ESOP |
| 14 |
Notwithstanding anything contained in these articles but subject tothe provisions of sections 68 to 70 and any other applicable provisionof the Act or any other law for the time being in force, the companymay purchase its own shares or other specified securities. |
Buy Back of shares |
| 15 |
Subject to the provisions of Section 61of the Act, the Company ingeneral meeting may, from time to time, sub-divide or consolidate allor any of the share capital into shares of larger amount than itsexisting share or sub-divide its shares, or any of them into shares ofsmaller amount than is fixed by the Memorandum; subjectnevertheless, to the provisions of clause (d) of sub-section (1) of |
Consolidation, Sub-Division AndCancellation |
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Particulars |
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Section 61; Subject as aforesaid the Company in general meeting mayalso cancel shares which have not been taken or agreed to be takenby any person and diminish the amount of its share capital by theamount of the shares so cancelled. |
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| 16 |
Subject to compliance with applicable provision of the Act and rulesframed thereunder the company shall have power to issue depositoryreceipts in any foreign country. |
Issue of Depository Receipts |
| 17 |
Subject to compliance with applicable provision of the Act and rulesframed thereunder the company shall have power to issue any kindof securities as permitted to be issued under the Act and rules framedthereunder. |
Issue of Securities |
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MODIFICATION OF CLASS RIGHTS |
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| 18 |
(a) If at any time the share capital, by reason of the issue ofPreference Shares or otherwise is divided into different classes ofshares, all or any of the rights privileges attached to any class (unlessotherwise provided by the terms of issue of the shares of the class)may, subject to the provisions of Section 48 of the Act and whether ornot the Company is being wound-up, be varied, modified or dealt,with the consent in writing of the holders of not less than threefourths of the issued shares of that class or with the sanction of aSpecial Resolution passed at a separate general meeting of theholders of the shares of that class. The provisions of these Articlesrelating to general meetings shall mutatis mutandis apply to everysuch separate class of meeting.Provided that if variation by one class of shareholders affects therights of any other class of shareholders, the consent of three-fourthsof such other class of shareholders shall also be obtained and the |
Modification of rights |
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provisions of this section shall apply to such variation.(b) The rights conferred upon the holders of the Shares includingPreference Share, if any) of any class issued with preferred or otherrights or privileges shall, unless otherwise expressly provided by theterms of the issue of shares of that class, be deemed not to bemodified, commuted, affected, abrogated, dealt with or varied by thecreation or issue of further shares ranking pari passu therewith. |
New Issue of Sharesnot toaffect rights attached to existingshares of that class. |
| 19 |
Subject to the provisions of Section 62 of the Act and these Articles,the shares in the capital of the company for the time being shall beunder the control of the Directors who may issue, allot or otherwisedispose of the same or any of them to such persons, in suchproportion and on such terms and conditions and either at a premiumor at par and at such time as they may from time to time think fit andwith the sanction of the company in the General Meeting to give toany person or persons the option or right to call for any shares either |
Shares at the disposal of theDirectors. |
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Particulars |
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at par or premium during such time and for such consideration as theDirectors think fit, and may issue and allot shares in the capital of thecompany on payment in full or part of any property sold andtransferred or for any services rendered to the company in theconduct of its business and any shares which may so be allotted maybe issued as fully paid up shares and if so issued, shall be deemed tobe fully paid shares. |
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| 20 |
The Company may issue shares or other securities in any mannerwhatsoever including by way of a preferential offer, to any personswhether or not those persons include the persons referred to inclause (a) or clause (b) of sub-section (1) of section 62 subject tocompliance with section 42 and 62 of the Act and rules framedthereunder. |
Powertoissuesharesonpreferential basis. |
| 21 |
The shares in the capital shall be numbered progressively accordingtotheirseveraldenominations,andexceptinthemannerhereinbefore mentioned no share shall be sub-divided. Everyforfeited or surrendered share shall continue to bear the number bywhich the same was originally distinguished. |
SharesshouldbeNumberedprogressively and no share to besubdivided. |
| 22 |
An application signed by or on behalf of an applicant for shares in theCompany, followed by an allotment of any shares therein, shall be anacceptance of shares within the meaning of these Articles, and everyperson who thus or otherwise accepts any shares and whose name ison the Register shall for the purposes of these Articles, be a Member. |
Acceptance of Shares. |
| 23 |
Subject to the provisions of the Act and these Articles, the Directorsmay allot and issue shares in the Capital of the Company as paymentor part payment for any property (including goodwill of any business)sold or transferred, goods or machinery supplied or for servicesrendered to the Company either in or about the formation orpromotion of the Company or the conduct of its business and anyshares which may be so allotted may be issued as fully paid-up orpartly paid-up otherwise than in cash, and if so issued, shall bedeemed to be fully paid-up or partly paid-up shares as aforesaid. |
Directors may allotshares asfully paid-up |
| 24 |
The money (if any) which the Board shall on the allotment of anyshares being made by them, require or direct to be paid by way ofdeposit, call or otherwise, in respect of any shares allotted by themshall become a debt due to and recoverable by the Company from theallottee thereof, and shall be paid by him, accordingly. |
Deposit and call etc. to be a debtpayable immediately. |
| 25 |
Every Member, or his heirs, executors, administrators, or legalrepresentatives, shall pay to the Company the portion of the Capitalrepresented by his share or shares which may, for the time being,remain unpaid thereon, in such amounts at such time or times, and insuch manner as the Board shall, from time to time in accordance withthe Company's regulations, require on date fixed for the payment |
Liability of Members. |
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thereof. |
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| 26 |
Shares may be registered in the name of any limited company orother corporate body but not in the name of a firm, an insolventperson or a person of unsound mind. |
Registration of Shares. |
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RETURN ON ALLOTMENTS TO BE MADE OR RESTRICTIONS ONALLOTMENT |
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| 27 |
The Board shall observe the restrictions as regards allotment ofshares to the public, and as regards return on allotments contained inSection 39 of the Act |
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CERTIFICATES |
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(a)Every member shall be entitled, without payment, to one ormore certificates in marketable lots, for all the shares of eachclass or denomination registered in his name, or if the Directorsso approve (upon paying such fee as provided in the relevantlaws) to several certificates, each for one or more of suchshares and the company shall complete and have ready fordelivery such certificates within two months from the date ofallotment, unless the conditions of issue thereof otherwiseprovide, or within one month of the receipt of application forregistrationoftransfer,transmission,sub-division,consolidation or renewal of any of its shares as the case may be.Every certificate of shares shall be under the seal of thecompany and shall specify the number and distinctive numbersof shares in respect of which it is issued and amount paid-upthereon and shall be in such form as the directors may prescribeor approve, provided that in respect of a share or shares heldjointly by several persons, the company shall not be bound toissue more than one certificate and delivery of a certificate ofshares to one of several joint holders shall be sufficient deliveryto all such holder. Such certificate shall be issued only inpursuance of a resolution passed by the Board and on surrenderto the Company of its letter of allotment or its fractionalcoupons of requisite value, save in cases of issues against letterof acceptance or of renunciation or in cases of issue of bonusshares. Every such certificate shall be issued under the seal ofthe Company, which shall be affixed in the presence of twoDirectors or persons acting on behalf of the Directors under aduly registered power of attorney and the Secretary or someother person appointed by the Board for the purpose and twoDirectors or their attorneys and the Secretary or other personshall sign the share certificate, provided that if the compositionof the Board permits of it, at least one of the aforesaid twoDirectors shall be a person other than a Managing or wholetime Director. Particulars of every share certificate issued shall |
Share Certificates. |
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be entered in the Register of Members against the name of theperson, to whom it has been issued, indicating the date of issue. |
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(b)Any two or more joint allottees of shares shall, for the purposeof this Article, be treated as a single member, and thecertificate of any shares which may be the subject of jointownership, may be delivered to anyone of such joint owners onbehalf of all of them. For any further certificate the Board shallbe entitled, but shall not be bound, to prescribe a charge notexceeding Rupees Fifty. The Company shall comply with theprovisions of Section 39 of the Act. |
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(c)A Director may sign a share certificate by affixing his signaturethereon by means of any machine, equipment or othermechanical means, such as engraving in metal or lithography,but not by means of a rubber stamp provided that the Directorshall be responsible for the safe custody of such machine,equipment or other material used for the purpose. |
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| 29 |
If any certificate be worn out, defaced, mutilated or torn or if therebe no further space on the back thereof for endorsement of transfer,then upon production and surrender thereof to the Company, a newCertificate may be issued in lieu thereof, and if any certificate lost ordestroyed then upon proof thereof to the satisfaction of the companyand on execution of such indemnity as the company deem adequate,being given, a new Certificate in lieu thereof shall be given to theparty entitled to such lost or destroyed Certificate. Every Certificateunder the Article shall be issued without payment of fees if theDirectors so decide, or on payment of such fees (not exceedingRs.50/- for each certificate) as the Directors shall prescribe. Providedthat no fee shall be charged for issue of new certificates inreplacement of those which are old, defaced or worn out or wherethere is no further space on the back thereof for endorsement oftransfer.Provided that notwithstanding what is stated above the Directorsshall comply with such Rules or Regulation or requirements of anyStock Exchange or the Rules made under the Act or the rules madeunder Securities Contracts (Regulation) Act, 1956, or any other Act, orrules applicable in this behalf. |
Issue of new certificates in placeofthosedefaced,lostordestroyed. |
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The provisions of this Article shall mutatis mutandis apply todebentures of the Company. |
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(a) If any share stands in the names of two or more persons, theperson first named in the Register shall as regard receipts ofdividends or bonus or service of notices and all or any other matterconnected with the Company except voting at meetings, and thetransfer of the shares, be deemed sole holder thereof but the jointholders of a share shall be severally as well as jointly liable for thepayment of all calls and other payments due in respect of such share |
The first namedjoint holderdeemed Sole holder. |
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andforallincidentalsthereofaccordingtotheCompany'sregulations. |
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(b) The Company shall not be bound to register more than threepersons as the joint holders of any share. |
Maximumnumberofjointholders. |
| 31 |
Except as ordered by a Court of competent jurisdiction or as by lawrequired, the Company shall not be bound to recognise any equitable,contingent, future or partial interest in any share, or (except only as isby these Articles otherwise expressly provided) any right in respect ofa share other than an absolute right thereto, in accordance withthese Articles, in the person from time to time registered as theholder thereof but the Board shall be at liberty at its sole discretion toregister any share in the joint names of any two or more persons orthe survivor or survivors of them. |
Companynotboundtorecognise any interest in shareother than that ofregisteredholders. |
| 32 |
If by the conditions of allotment of any share the whole or part of theamount or issue price thereof shall be payable by installment, everysuch installment shall when due be paid to the Company by theperson who for the time being and from time to time shall be theregistered holder of the share or his legal representative. |
Installment on shares to be dulypaid. |
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UNDERWRITING AND BROKERAGE |
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| 33 |
Subject to the provisions of Section 40 (6) of the Act, the Companymay at any time pay a commission to any person in consideration ofhis subscribing or agreeing, to subscribe (whether absolutely orconditionally) for any shares or debentures in the Company, orprocuring, or agreeing to procure subscriptions (whether absolutelyor conditionally) for any shares or debentures in the Company but sothat the commission shall not exceed the maximum rates laid downby the Act and the rules made in that regard. Such commission maybe satisfied by payment of cash or by allotment of fully or partly paidshares or partly in one way and partly in the other. |
Commission |
| 34 |
The Company may pay on any issue of shares and debentures suchbrokerage as may be reasonable and lawful. |
Brokerage |
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CALLS |
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| 35 |
(1) The Board may, from time to time, subject to the terms on whichany shares may have been issued and subject to the conditions ofallotment, by a resolution passed at a meeting of the Board andnot by a circular resolution, make such calls as it thinks fit, uponthe Members in respect of all the moneys unpaid on the sharesheld by them respectively and each Member shall pay theamount of every call so made on him to the persons and at thetime and places appointed by the Board. |
Directors may make calls |
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(2) A call may be revoked or postponed at the discretion of the Board. |
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(3) A call may be made payable by installments. |
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| 36 |
Fifteen days' notice in writing of any call shall be given by theCompany specifying the time and place of payment, and the personor persons to whom such call shall be paid. |
Notice of Calls |
| 37 |
A call shall be deemed to have been made at the time when theresolution of the Board of Directors authorising such call was passedand may be made payable by the members whose names appear onthe Register of Members on such date or at the discretion of theDirectors on such subsequent date as may be fixed by Directors. |
Calls to date from resolution. |
| 38 |
Whenever any calls for further share capital are made on shares, suchcalls shall be made on uniform basis on all shares falling under thesame class. For the purposes of this Article shares of the samenominal value of which different amounts have been paid up shall notbe deemed to fall under the same class. |
Calls on uniform basis. |
| 39 |
The Board may, from time to time, at its discretion, extend the timefixed for the payment of any call and may extend such time as to allor any of the members who on account of the residence at a distanceor other cause, which the Board may deem fairly entitled to suchextension, but no member shall be entitled to such extension save asa matter of grace and favour. |
Directors may extend time. |
| 40 |
If any Member fails to pay any call due from him on the dayappointed for payment thereof, or any such extension thereof asaforesaid, he shall be liable to pay interest on the same from the dayappointed for the payment thereof to the time of actual payment atsuch rate as shall from time to time be fixed by the Board notexceeding 21% per annum but nothing in this Article shall render itobligatory for the Board to demand or recover any interest from anysuch member. |
Calls to carry interest. |
| 41 |
If by the terms of issue of any share or otherwise any amount is madepayable at any fixed time or by installments at fixed time (whether onaccount of the amount of the share or by way of premium) every suchamount or installment shall be payable as if it were a call duly madeby the Directors and of which due notice has been given and all theprovisions herein contained in respect of calls shall apply to suchamount or installment accordingly. |
Sums deemed to be calls. |
| 42 |
On the trial or hearing of any action or suit brought by the Companyagainst any Member or his representatives for the recovery of anymoney claimed to be due to the Company in respect of his shares, ifshall be sufficient to prove that the name of the Member in respect ofwhose shares the money is sought to be recovered, appears entered |
Proof on trial of suit for moneydue on shares. |
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on the Register of Members as the holder, at or subsequent to thedate at which the money is sought to be recovered is alleged to havebecome due on the share in respect of which such money is sought tobe recovered in the Minute Books: and that notice of such call wasduly given to the Member or his representatives used in pursuance ofthese Articles: and that it shall not be necessary to prove theappointment of the Directors who made such call, nor that a quorumof Directors was present at the Board at which any call was made wasduly convened or constituted nor any other matters whatsoever, butthe proof of the matters aforesaid shall be conclusive evidence of thedebt. |
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| 43 |
Neither a judgment nor a decree in favour of the Company for calls orother moneys due in respect of any shares nor any part payment orsatisfaction thereunder nor the receipt by the Company of a portionof any money which shall from time to time be due from any Memberof the Company in respect of his shares, either by way of principal orinterest, nor any indulgence granted by the Company in respect ofthe payment of any such money, shall preclude the Company fromthereafter proceeding to enforce forfeiture of such shares ashereinafter provided. |
Judgment,decree,partialpaymentmottoproceedforforfeiture. |
| 44 |
(a)The Board may, if it thinks fit, receive from any Member willingto advance the same, all or any part of the amounts of hisrespective shares beyond the sums, actually called up and uponthe moneys so paid in advance, or upon so much thereof, fromtime to time, and at any time thereafter as exceeds the amountof the calls then made upon and due in respect of the shares onaccount of which such advances are made the Board may pay orallow interest, at such rate as the member paying the sum inadvance and the Board agree upon. The Board may agree torepay at any time any amount so advanced or may at any timerepay the same upon giving to the Member three months'notice in writing: provided that moneys paid in advance of callson shares may carry interest but shall not confer a right todividend or to participate in profits.(b)No Member paying any such sum in advance shall be entitled to |
Payments in Anticipation of callsmay carry interest |
|
voting rights in respect of the moneys so paid by him until thesame would but for such payment become presently payable.The provisions of this Article shall mutatis mutandis apply tocalls on debentures issued by the Company. |
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LIEN |
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| 45 |
The Company shall have a first and paramount lien upon all the |
CompanytohaveLienon |
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shares/debentures (other than fully paid-up shares/debentures)registered in the name of each member (whether solely or jointlywith others) and upon the proceeds of sale thereof for all moneys(whether presently payable or not) called or payable at a fixed time inrespect of such shares/debentures and no equitable interest in anyshare shall be created except upon the footing and condition that thisArticle will have full effect. And such lien shall extend to all dividendsand bonuses from time to time declared in respect of suchshares/debentures. Unless otherwise agreed the registration of atransfer of shares/debentures shall operate as a waiver of theCompany's lien if any, on such shares/debentures. The Directors mayat any time declare any shares/debentures wholly or in part to beexempt from the provisions of this clause. |
shares. |
| 46 |
For the purpose of enforcing such lien the Directors may sell theshares subject thereto in such manner as they shall think fit, but nosale shall be made until such period as aforesaid shall have arrivedand until notice in writing of the intention to sell shall have beenserved on such member or the person (if any) entitled bytransmission to the shares and default shall have been made by himin payment, fulfillment of discharge of such debts, liabilities orengagements for seven days after such notice. To give effect to anysuch sale the Board may authorise some person to transfer the sharessold to the purchaser thereof and purchaser shall be registered as theholder of the shares comprised in any such transfer. Upon any suchsale as the Certificates in respect of the shares sold shall standcancelled and become null and void and of no effect, and theDirectors shall be entitled to issue a new Certificate or Certificates inlieu thereof to the purchaser or purchasers concerned. |
As to enforcing lien by sale. |
| 47 |
The net proceeds of any such sale shall be received by the Companyand applied in or towards payment of such part of the amount inrespect of which the lien exists as is presently payable and theresidue, if any, shall (subject to lien for sums not presently payable asexisted upon the shares before the sale) be paid to the personentitled to the shares at the date of the sale. |
Application of proceeds of sale. |
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FORFEITURE AND SURRENDER OF SHARES |
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| 48 |
If any Member fails to pay the whole or any part of any call orinstallment or any moneys due in respect of any shares either by wayof principal or interest on or before the day appointed for thepayment of the same, the Directors may, at any time thereafter,during such time as the call or installment or any part thereof orother moneys as aforesaid remains unpaid or a judgment or decree inrespect thereof remains unsatisfied in whole or in part, serve a noticeon such Member or on the person (if any) entitled to the shares by |
If call or installment not paid,notice maybe given. |
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transmission, requiring him to pay such call or installment of suchpart thereof or other moneys as remain unpaid together with anyinterest that may have accrued and all reasonable expenses (legal orotherwise) that may have been accrued by the Company by reason ofsuch non-payment. Provided that no such shares shall be forfeited ifany moneys shall remain unpaid in respect of any call or installmentor any part thereof as aforesaid by reason of the delay occasioned inpayment due to the necessity of complying with the provisionscontained in the relevant exchange control laws or other applicablelaws of India, for the time being in force. |
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| 49 |
The notice shall name a day (not being less than fourteen days fromthe date of notice) and a place or places on and at which such call orinstallment and such interest thereon as the Directors shall determinefrom the day on which such call or installment ought to have beenpaid and expenses as aforesaid are to be paid. |
Terms of notice. |
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The notice shall also state that, in the event of the non-payment at orbefore the time and at the place or places appointed, the shares inrespect of which the call was made or installment is payable will beliable to be forfeited. |
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| 50 |
If the requirements of any such notice as aforesaid shall not becomplied with, every or any share in respect of which such notice hasbeen given, may at any time thereafter but before payment of all callsor installments, interest and expenses, due in respect thereof, beforfeited by resolution of the Board to that effect. Such forfeitureshall include all dividends declared or any other moneys payable inrespect of the forfeited share and not actually paid before theforfeiture. |
On default of payment, sharesto be forfeited. |
| 51 |
When any shares have been forfeited, notice of the forfeiture shall begiven to the member in whose name it stood immediately prior to theforfeiture, and an entry of the forfeiture, with the date thereof shallforthwith be made in the Register of Members. |
NoticeofforfeaturetoaMember |
| 52 |
Any shares so forfeited, shall be deemed to be the property of theCompany and may be sold, re-allotted, or otherwise disposed of,either to the original holder thereof or to any other person, uponsuch terms and in such manner as the Board in their absolutediscretion shall think fit. |
Forfeited shares to be propertyof the Company and maybe soldetc. |
| 53 |
Any Member whose shares have been forfeited shall notwithstandingthe forfeiture, be liable to pay and shall forthwith pay to theCompany, on demand all calls, installments, interest and expensesowing upon or in respect of such shares at the time of the forfeiture,together with interest thereon from the time of the forfeiture untilpayment, at such rate as the Board may determine and the Boardmay enforce the payment of the whole or a portion thereof as if it |
Membersstillliabletopaymoney owingat time of forfeature and interest. |
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were a new call made at the date of the forfeiture, but shall not beunder any obligation to do so. |
|
| 54 |
The forfeiture shares shall involve extinction at the time of theforfeiture, of all interest in all claims and demand against theCompany, in respect of the share and all other rights incidental to theshare, except only such of those rights as by these Articles areexpressly saved. |
Effect of forfeiture. |
| 55 |
A declaration in writing that the declarant is a Director or Secretary ofthe Company and that shares in the Company have been dulyforfeited in accordance with these articles on a date stated in thedeclaration, shall be conclusive evidence of the facts therein stated asagainst all persons claiming to be entitled to the shares. |
Evidence of Forfeiture. |
| 56 |
The Company may receive the consideration, if any, given for theshare on any sale, re-allotment or other disposition thereof and theperson to whom such share is sold, re-allotted or disposed of may beregistered as the holder of the share and he shall not be bound to seeto the application of the consideration: if any, nor shall his title to theshare be affected by any irregularly or invalidity in the proceedings inreference to the forfeiture, sale, re-allotment or other disposal of theshares. |
Title of purchaser and allottee ofForfeited shares. |
| 57 |
Upon any sale, re-allotment or other disposal under the provisions ofthe preceding Article, the certificate or certificates originally issued inrespect of the relative shares shall (unless the same shall on demandby the Company have been previously surrendered to it by thedefaulting member) stand cancelled and become null and void and ofno effect, and the Directors shall be entitled to issue a duplicatecertificate or certificates in respect of the said shares to the person orpersons entitled thereto. |
Cancellation of share certificatein respect of forfeited shares. |
| 58 |
In the meantime and until any share so forfeited shall be sold, reallotted, or otherwise dealt with as aforesaid, the forfeiture thereofmay, at the discretion and by a resolution of the Directors, beremitted as a matter of grace and favour, and not as was owingthereon to the Company at the time of forfeiture being declared withinterest for the same unto the time of the actual payment thereof ifthe Directors shall think fit to receive the same, or on any other termswhich the Director may deem reasonable. |
Forfeiture may be remitted. |
| 59 |
Upon any sale after forfeiture or for enforcing a lien in purportedexercise of the powers hereinbefore given, the Board may appointsome person to execute an instrument of transfer of the Shares soldand cause the purchaser's name to be entered in the Register ofMembers in respect of the Shares sold, and the purchasers shall notbe bound to see to the regularity of the proceedings or to theapplication of the purchase money, and after his name has been |
Validity of sale |
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entered in the Register of Members in respect of such Shares, thevalidity of the sale shall not be impeached by any person and theremedy of any person aggrieved by the sale shall be in damages onlyandagainst the Company exclusively. |
|
| 60 |
The Directors may, subject to the provisions of the Act, accept asurrender of any share from or by any Member desirous ofsurrendering on such terms the Directors may think fit. |
Surrender of shares. |
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TRANSFER AND TRANSMISSION OF SHARES |
|
| 61 |
(a)The instrument of transfer of any share in or debenture of theCompany shall be executed by or on behalf of both thetransferor and transferee. |
Execution of the instrument ofshares. |
|
(b)The transferor shall be deemed to remain a holder of the shareor debenture until the name of the transferee is entered in theRegister of Members or Register of Debenture holders inrespect thereof. |
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| 62 |
The instrument of transfer of any share or debenture shall be inwriting and all the provisions of Section 56 and statutory modificationthereof including other applicable provisions of the Act shall be dulycomplied with in respect of all transfers of shares or debenture andregistration thereof. |
Transfer Form. |
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The instrument of transfer shall be in a common form approved bythe Exchange; |
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| 63 |
The Company shall not register a transfer in the Company other thanthe transfer between persons both of whose names are entered asholders of beneficial interest in the records of a depository, unless aproper instrument of transfer duly stamped and executed by or onbehalf of the transferor and by or on behalf of the transferee andspecifying the name, address and occupation if any, of the transferee,has been delivered to the Company along with the certificate relatingto the shares or if no such share certificate is in existence along withthe letter of allotment of the shares: Provided that where, on anapplication in writing made to the Company by the transferee andbearing the stamp, required for an instrument of transfer, it is provedto the satisfaction of the Board of Directors that the instrument oftransfer signed by or on behalf of the transferor and by or on behalfof the transferee has been lost, the Company may register thetransfer on such terms as to indemnity as the Board may think fit,provided further that nothing in this Article shall prejudice any powerof the Company to register as shareholder any person to whom theright to any shares in the Company has been transmitted byoperation of law. |
Transfer not to beregisteredexceptonproductionofinstrument of transfer. |
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| 64 |
Subject to the provisions of Section 58 of the Act and Section 22A ofthe Securities Contracts (Regulation) Act, 1956, the Directors may,decline to register— |
Directors may refuse to registertransfer. |
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(a)any transfer of shares on which the company has a lien. |
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That registration of transfer shall however not be refused on theground of the transferor being either alone or jointly with any otherperson or persons indebted to the Companyon any accountwhatsoever; |
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| 65 |
If the Company refuses to register the transfer of any share ortransmission of any right therein, the Company shall within onemonth from the date on which the instrument of transfer orintimation of transmission was lodged with the Company, send noticeof refusal to the transferee and transferor or to the person givingintimation of the transmission, as the case may be, and there uponthe provisions of Section 56 of the Act or any statutory modificationthereof for the time being in force shall apply. |
Notice of refusal to be given totransferor and transferee. |
| 66 |
No fee shall be charged for registration of transfer, transmission,Probate,SuccessionCertificateandletterofadministration,Certificate of Death or Marriage, Power of Attorney or similar otherdocument with the Company. |
No fee on transfer. |
| 67 |
The Board of Directors shall have power on giving not less than sevendays pervious notice in accordance with section 91 and rules madethereunder close the Register of Members and/or the Register ofdebentures holders and/or other security holders at such time ortimes and for such period or periods, not exceeding thirty days at atime, and not exceeding in the aggregate forty five days at a time, andnot exceeding in the aggregate forty five days in each year as it mayseem expedient to the Board. |
Closure of Register of Membersor debentureholder or othersecurity holders |
| 68 |
The instrument of transfer shall after registration be retained by theCompany and shall remain in its custody. All instruments of transferwhich the Directors may decline to register shall on demand bereturned to the persons depositing the same. The Directors maycause to be destroyed all the transfer deeds with the Company aftersuch period as they may determine. |
Custody of transfer Deeds. |
| 69 |
Where an application of transfer relates to partly paid shares, thetransfer shall not be registered unless the Company gives notice ofthe application to the transferee and the transferee makes noobjection to the transfer within two weeks from the receipt of thenotice. |
Application for transfer of partlypaid shares. |
| 70 |
For this purpose the notice to the transferee shall be deemed to havebeen duly given if it is dispatched by prepaid registered post/speed |
Notice to transferee. |
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post/ courier to the transferee at the address given in the instrumentof transfer and shall be deemed to have been duly delivered at thetime at which it would have been delivered in the ordinary course ofpost. |
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| 71 |
(a)On the death of a Member, the survivor or survivors, where theMember was a joint holder, and his nominee or nominees orlegal representatives where he was a sole holder, shall be theonly person recognized by the Company as having any title tohis interest in the shares. |
Recognitionoflegalrepresentative. |
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(b)Before recognising any executor or administrator or legalrepresentative, the Board may require him to obtain a Grant ofProbate or Letters Administration or other legal representationas the case may be, from some competent court in India. |
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Provided nevertheless that in any case where the Board in itsabsolute discretion thinks fit, it shall be lawful for the Board todispensewiththeproductionofProbateorletterofAdministration or such other legal representation upon suchterms as to indemnity or otherwise, as the Board in its absolutediscretion, may consider adequate |
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(c)Nothing in clause (a) above shall release the estate of thedeceased joint holder from any liability in respect of any sharewhich had been jointly held by him with other persons. |
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| 72 |
The Executors or Administrators of a deceased Member or holders ofa Succession Certificate or the Legal Representatives in respect of theShares of a deceased Member (not being one of two or more jointholders) shall be the only persons recognized by the Company ashaving any title to the Shares registered in the name of suchMembers, and the Company shall not be bound to recognize suchExecutors or Administrators or holders of Succession Certificate orthe Legal Representative unless such Executors or Administrators orLegal Representative shall have first obtained Probate or Letters ofAdministration or Succession Certificate as the case may be from aduly constituted Court in the Union of India provided that in any casewhere the Board of Directors in its absolute discretion thinks fit, theBoard upon such terms as to indemnity or otherwise as the Directorsmay deem proper dispense with production of Probate or Letters ofAdministration or Succession Certificate and register Shares standingin the name of a deceased Member, as a Member. However,provisions of this Article are subject to Sections 72of the CompaniesAct. |
Titles of Shares of deceasedMember |
| 73 |
Where, in case of partly paid Shares, an application for registration ismade by the transferor, the Company shall give notice of theapplication to the transferee in accordance with the provisions of |
Notice of application when to begiven |
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Section 56 of the Act. |
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| 74 |
Subject to the provisions of the Act and these Articles, any personbecoming entitled to any share in consequence of the death, lunacy,bankruptcy, insolvency of any member or by any lawful means otherthan by a transfer in accordance with these presents, may, with theconsent of the Directors (which they shall not be under any obligationto give) upon producing such evidence that he sustains the characterin respect of which he proposes to act under this Article or of this titleas the Director shall require either be registered as member inrespect of such shares or elect to have some person nominated byhim and approved by the Directors registered as Member in respectof such shares; provided nevertheless that if such person shall elect tohave his nominee registered he shall testify his election by executingin favour of his nominee an instrument of transfer in accordance sohe shall not be freed from any liability in respect of such shares. Thisclause is hereinafter referred to as the 'Transmission Clause'. |
Registration of persons entitledtoshareotherwisethanbytransfer.(transmission Clause). |
| 75 |
Subject to the provisions of the Act and these Articles, the Directorsshall have the same right to refuse or suspend register a personentitled by the transmission to any shares or his nominee as if hewere the transferee named in an ordinary transfer presented forregistration. |
Refusal to register nominee. |
| 76 |
Every transmission of a share shall be verified in such manner as theDirectors may require and the Company may refuse to register anysuch transmission until the same be so verified or until or unless anindemnity be given to the Company with regard to such registrationwhich the Directors at their discretion shall consider sufficient,provided nevertheless that there shall not be any obligation on theCompany or the Directors to accept any indemnity. |
Board may require evidence oftransmission. |
| 77 |
The Company shall incur no liability or responsibility whatsoever inconsequence of its registering or giving effect to any transfer ofshares made, or purporting to be made by any apparent legal ownerthereof (as shown or appearing in the Register or Members) to theprejudice of persons having or claiming any equitable right, title orinterest to or in the same shares notwithstanding that the Companymay have had notice of such equitable right, title or interest or noticeprohibiting registration of such transfer, and may have entered suchnotice or referred thereto in any book of the Company and theCompany shall not be bound or require to regard or attend or giveeffect to any notice which may be given to them of any equitableright, title or interest, or be under any liability whatsoever forrefusing or neglecting so to do though it may have been entered orreferred to in some book of the Company but the Company shallnevertheless be at liberty to regard and attend to any such notice andgive effect thereto, if the Directors shall so think fit. |
Company not liable for disregardofanoticeprohibitingregistration of transfer. |
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| 78 |
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In the case of any share registered in any register maintained outsideIndia the instrument of transfer shall be in a form recognized by thelaw of the place where the register is maintained but subject theretoshall be as near to the form prescribed in Form no. SH-4 hereof ascircumstances permit. |
Form of transfer Outside India. |
| 79 |
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No transfer shall be made to any minor, insolvent or person ofunsound mind. |
No transfer to insolvent etc. |
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NOMINATION |
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| 80 |
i) |
Notwithstanding anything contained in the articles, every holderof securities of the Company may, at any time, nominate aperson in whom his/her securities shall vest in the event ofhis/her death and the provisions of Section 72 of the CompaniesAct, 2013shall apply in respect of such nomination. |
Nomination |
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ii) |
No person shall be recognized by the Company as a nomineeunless an intimation of the appointment of the said person asnominee has been given to the Company during the lifetime ofthe holder(s) of the securities of the Company in the mannerspecified under Section 72of the Companies Act, 2013 read withRule 19 of the Companies (Share Capital and Debentures) Rules,2014 |
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iii) |
The Company shall not be in any way responsible fortransferring the securities consequent upon such nomination. |
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iv) |
lf the holder(s) of the securities survive(s) nominee, then thenomination made by the holder(s) shall be of no effect and shallautomatically stand revoked. |
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| 81 |
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A nominee, upon production of such evidence as may be required bythe Board and subject as hereinafter provided, elect, either- |
Transmission ofSecurities bynominee |
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(i) |
to be registered himself as holder of the security, as the casemay be; or |
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(ii) |
to make such transfer of the security, as the case may be, as thedeceased security holder, could have made; |
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(iii) |
if the nominee elects to be registered as holder of the security,himself, as the case may be, he shall deliver or send to theCompany, a notice in writing signed by him stating that he soelects and such notice shall be accompanied with the deathcertificate of the deceased security holder as the case may be; |
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(iv) |
a nominee shall be entitled to the same dividends and otheradvantages to which he would be entitled to, if he were theregistered holder of the security except that he shall not, beforebeing registered as a member in respect of his security, be |
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entitled in respect of it to exercise any right conferred bymembership in relation to meetings of the Company. |
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Provided further that the Board may, at any time, give noticerequiring any such person to elect either to be registered himself orto transfer the share or debenture, and if the notice is not compliedwith within ninety days, the Board may thereafter withhold paymentof all dividends, bonuses or other moneys payable or rights accruingin respect of the share or debenture, until the requirements of thenotice have been complied with. |
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DEMATERIALISATION OF SHARES |
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| 82 |
Subject to the provisions of the Act and Rules made thereunder theCompany may offer its members facility to hold securities issued by itin dematerialized form. |
Dematerialisation of Securities |
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JOINT HOLDER |
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| 83 |
Where two or more persons are registered as the holders of anyshare they shall be deemed to hold the same as joint Shareholderswith benefits of survivorship subject to the following and otherprovisions contained in these Articles. |
Joint Holders |
| 84 |
(a)The Joint holders of any share shall be liable severally as well asjointly for and in respect of all calls and other payments whichought to be made in respect of such share. |
Joint and several liabilities for allpayments in respect of shares. |
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(b)on the death of any such joint holders the survivor or survivorsshall be the only person recognized by the Company as havingany title to the share but the Board may require such evidenceof death as it may deem fit and nothing herein contained shallbe taken to release the estate of a deceased joint holder fromany liability of shares held by them jointly with any otherperson; |
Title of survivors. |
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(c)Any one of two or more joint holders of a share may giveeffectual receipts of any dividends or other moneys payable inrespect of share; and |
Receipts of one sufficient. |
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(d)only the person whose name stands first in the Register ofMembers as one of the joint holders of any share shall beentitled to delivery of the certificate relating to such share or toreceive documents from the Company and any such documentserved on or sent to such person shall deemed to be service onall the holders. |
Delivery of certificate and givingofnoticestofirstnamedholders. |
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SHARE WARRANTS |
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| 85 |
The Company may issue warrants subject to and in accordance withprovisions of the Act and accordingly the Board may in its discretionwith respect to any Share which is fully paid upon application inwriting signed by the persons registered as holder of the Share, andauthenticated by such evidence(if any) as the Board may, from timeto time, require as to the identity of the persons signing theapplication and on receiving the certificate (if any) of the Share, andthe amount of the stamp duty on the warrant and such fee as theBoard may, from time to time, require, issue a share warrant. |
Power to issue share warrants |
| 86 |
(a)The bearer of a share warrant may at any time deposit thewarrant at the Office of the Company, and so long as thewarrant remains so deposited, the depositor shall have thesame right of signing a requisition for call in a meeting of theCompany, and of attending and voting and exercising the otherprivileges of a Member at any meeting held after the expiry oftwo clear days from the time of deposit, as if his name wereinserted in the Register of Members as the holder of the Shareincluded in the deposit warrant. |
Deposit of share warrants |
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(b)Not more than one person shall be recognized as depositor ofthe Share warrant. |
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(c)The Company shall, on two day's written notice, return thedeposited share warrant to the depositor. |
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| 87 |
(a)Subject as herein otherwise expressly provided, no person,being a bearer of a share warrant, shall sign a requisition forcalling a meeting of the Company or attend or vote or exerciseany other privileges of a Member at a meeting of the Company,or be entitled to receive any notice from the Company. |
Privileges and disabilities of theholders of share warrant |
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(b)The bearer of a share warrant shall be entitled in all otherrespects to the same privileges and advantages as if he werenamed in the Register of Members as the holder of the Shareincluded in the warrant, and he shall be a Member of theCompany. |
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| 88 |
The Board may, from time to time, make bye-laws as to terms onwhich (if it shall think fit), a new share warrant or coupon may beissued by way of renewal in case of defacement, loss or destruction. |
Issue of new share warrantcoupons |
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CONVERSION OF SHARES INTO STOCK |
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| 89 |
The Company may, by ordinary resolution in General Meeting.a)convert any fully paid-up shares into stock; andb)re-convertanystockintofullypaid-upsharesofany |
Conversion of shares into stockor reconversion. |
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denomination. |
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| 90 |
The holders of stock may transfer the same or any part thereof in thesame manner as and subject to the same regulation under which theshares from which the stock arose might before the conversion havebeen transferred, or as near thereto as circumstances admit,provided that, the Board may, from time to time, fix the minimumamount of stock transferable so however that such minimum shallnot exceed the nominal amount of the shares from which the stockarose. |
Transfer of stock. |
| 91 |
The holders of stock shall, according to the amount of stock held bythem, have the same rights, privileges and advantages as regardsdividends, participation in profits, voting at meetings of the Company,and other matters, as if they hold the shares for which the stock arosebut no such privilege or advantage shall be conferred by an amountof stock which would not, if existing in shares , have conferred thatprivilege or advantage. |
Rights of stockholders. |
| 92 |
Such of the regulations of the Company (other than those relating toshare warrants), as are applicable to paid up share shall apply to stockand the words "share" and "shareholders" in those regulations shallinclude "stock" and "stockholders" respectively. |
Regulations. |
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BORROWING POWERS |
|
| 93 |
Subject to the provisions of the Act and these Articles, the Board may,from time to time at its discretion, by a resolution passed at ameeting of the Board generally raise or borrow money by way ofdeposits, loans, overdrafts, cash credit |
Power to borrow. |
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or by issue of bonds, debentures or debenture-stock (perpetual orotherwise) or in any other manner, or from any person, firm,company, co-operative society, any body corporate, bank, institution,whether incorporated in India or abroad, Government or anyauthority or any other body for the purpose of the Company and maysecure the payment of any sums of money so received, raised orborrowed; provided that the total amount borrowed by the Company(apart from temporary loans obtained from the Company's Bankers inthe ordinary course of business) shall not without the consent of theCompany in General Meeting exceed the aggregate of the paid upcapital of the Company and its free reserves that is to say reservesnot set apart for any specified purpose. |
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| 94 |
Subject to the provisions of the Act and these Articles, any bonds,debentures, debenture-stock or any other securities may be issued ata discount, premium or otherwise and with any special privileges andconditions as to redemption, surrender, allotment of shares,appointment of Directors or otherwise; provided that debentures |
Issue of discount etc. or withspecial privileges. |
| Sr.No |
Particulars |
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with the right to allotment of or conversion into shares shall not beissued except with the sanction of the Company in General Meeting. |
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| 95 |
The payment and/or repayment of moneys borrowed or raised asaforesaid or any moneys owing otherwise or debts due from theCompany may be secured in such manner and upon such terms andconditions in all respects as the Board may think fit, and in particularby mortgage, charter, lien or any other security upon all or any of theassets or property (both present and future) or the undertaking of theCompany including its uncalled capital for the time being, or by aguarantee by any Director, Government or third party, and the bonds,debentures and debenture stocks and other securities may be madeassignable, free from equities between the Company and the personto whom the same may be issued and also by a similar mortgage,charge or lien to secure and guarantee, the performance by theCompany or any other person or company of any obligationundertaken by the Company or any person or Company as the casemay be. |
Securing payment or repaymentof Moneys borrowed. |
| 96 |
Any bonds, debentures, debenture-stock or their securities issued orto be issued by the Company shall be under the control of the Boardwho may issue them upon such terms and conditions, and in suchmanner and for such consideration as they shall consider to be for thebenefit of the Company. |
Bonds, Debenturesetc. to beunderthecontroloftheDirectors. |
| 97 |
If any uncalled capital of the Company is included in or charged byany mortgage or other security the Directors shall subject to theprovisions of the Act and these Articles make calls on the members inrespect of such uncalled capital in trust for the person in whosefavour such mortgage or security is executed. |
Mortgage of uncalled Capital. |
| 98 |
Subject to the provisions of the Act and these Articles if the Directorsor any of them or any other person shall incur or be about to incurany liability whether as principal or surely for the payment of any sumprimarily due from the Company, the Directors may execute or causeto be executed any mortgage, charge or security over or affecting thewhole or any part of the assets of the Company by way of indemnityto secure the Directors or person so becoming liable as aforesaidfrom any loss in respect of such liability. |
Indemnity may be given. |
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MEETINGS OF MEMBERS |
|
| 99 |
All the General Meetings of the Company other than Annual GeneralMeetings shall be called Extra-ordinary General Meetings. |
DistinctionbetweenAGM&EGM. |
| 100 |
(a) The Directors may, whenever they think fit, convene an ExtraOrdinary General Meeting and they shall on requisition ofrequisition of Members made in compliance with Section 100 ofthe Act, forthwith proceed to convene Extra-Ordinary General |
Extra-Ordinary General Meetingby Board and by requisition |
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Meeting of the members |
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(b)If at any time there are not within India sufficient Directorscapable of acting to form a quorum, or if the number ofDirectors be reduced in number to less than the minimumnumber of Directors prescribed by these Articles and thecontinuing Directors fail or neglect to increase the number ofDirectors to that number or to convene a General Meeting, anyDirector or any two or more Members of the Company holdingnot less than one-tenth of the total paid up share capital of theCompany may call for an Extra-Ordinary General Meeting in thesame manner as nearly as possible as that in which meetingmay be called by the Directors. |
When a Director or any twoMembers may call an ExtraOrdinary General Meeting |
| 101 |
No General Meeting, Annual or Extraordinary shall be competent toenter upon, discuss or transfer any business which has not beenmentioned in the notice or notices upon which it was convened. |
Meetingnottotransactbusinessnotmentionedinnotice. |
| 102 |
The Chairman (if any) of the Board of Directors shall be entitled totake the chair at every General Meeting, whether Annual orExtraordinary. If there is no such Chairman of the Board of Directors,or if at any meeting he is not present within fifteen minutes of thetime appointed for holding such meeting or if he is unable orunwilling to take the chair, then the Members present shall electanother Director as Chairman, and if no Director be present or if allthe Directors present decline to take the chair then the Memberspresent shall elect one of the members to be the Chairman of themeeting. |
Chairman of General Meeting |
| 103 |
No business, except the election of a Chairman, shall be discussed atany General Meeting whilst the Chair is vacant. |
Business confined to election ofChairman whilst chair is vacant. |
| 104 |
a)The Chairperson may, with the consent of any meeting at which aquorum is present, and shall, if so directed by the meeting,adjourn the meeting from time to time and from place to place. |
Chairmanwithconsentmayadjourn meeting. |
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b)No business shall be transacted at any adjourned meeting otherthan the business left unfinished at the meeting from which theadjournment took place. |
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c)When a meeting is adjourned for thirty days or more, notice ofthe adjourned meeting shall be given as in the case of an originalmeeting. |
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d)Save as aforesaid, and as provided in section 103 of the Act, itshall not be necessary to give any notice of an adjournment or ofthe business to be transacted at an adjourned meeting. |
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| 105 |
In the case of an equality of votes the Chairman shall both on a showof hands,on a poll (if any) and e-voting, have casting vote in additionto the vote or votes to which he may be entitled as a Member. |
Chairman's casting vote. |
| 106 |
Any poll duly demanded on the election of Chairman of the meetingor any question of adjournment shall be taken at the meetingforthwith. |
In what case poll taken withoutadjournment. |
| 107 |
The demand for a poll except on the question of the election of theChairman and of an adjournment shall not prevent the continuanceof a meeting for the transaction of any business other than thequestion on which the poll has been demanded. |
Demand for poll not to preventtransaction of other business. |
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VOTES OF MEMBERS |
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| 108 |
No Member shall be entitled to vote either personally or by proxy atany General Meeting or Meeting of a class of shareholders eitherupon a show of hands, upon a poll or electronically, or be reckoned ina quorum in respect of any shares registered in his name on whichany calls or other sums presently payable by him have not been paidor in regard to which the Company has exercised, any right or lien. |
Members in arrears not to vote. |
| 109 |
Subject to the provision of these Articles and without prejudice to anyspecial privileges, or restrictions as to voting for the time beingattached to any class of shares for the time being forming part of thecapital of the company, every Member, not disqualified by the lastpreceding Article shall be entitled to be present, and to speak and tovote at such meeting, and on a show of hands every member presentin person shall have one vote and upon a poll the voting right of everyMember present in person or by proxy shall be in proportion to hisshare of the paid-up equity share capital of the Company, Provided,however, if any preference shareholder is present at any meeting ofthe Company, save as provided in sub-section (2) of Section 47 of theAct, he shall have a right to vote only on resolution placed before themeeting which directly affect the rights attached to his preferenceshares. |
Number of votes each memberentitled. |
| 110 |
On a poll taken at a meeting of the Company a member entitled tomore than one vote or his proxy or other person entitled to vote forhim, as the case may be, need not, if he votes, use all his votes or castin the same way all the votes he uses. |
Casting of votes by a memberentitled to more than one vote. |
| 111 |
A member of unsound mind, or in respect of whom an order has beenmade by any court having jurisdiction in lunacy, or a minor may vote,whether on a show of hands or on a poll, by his committee or otherlegal guardian, and any such committee or guardian may, on a poll,vote by proxy. |
Vote of member ofunsoundmind and of minor |
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| 112 |
Notwithstanding anything contained in the provisions of theCompanies Act, 2013, and the Rules made there under, the Companymay, and in the case of resolutions relating to such business as maybe prescribed by such authorities from time to time, declare to beconducted only by postal ballot, shall, get any such business/resolutions passed by means of postal ballot, instead of transactingthe business in the General Meeting of the Company. |
Postal Ballot |
| 113 |
A member may exercise his vote at a meeting by electronic means inaccordance with section 108 and shall vote only once. |
E-Voting |
| 114 |
a)In the case of joint holders, the vote of the senior who tenders avote, whether in person or by proxy, shall be accepted to theexclusion of the votes of the other joint holders. If more than oneof the said persons remain present than the senior shall alone beentitled to speak and to vote in respect of such shares, but theother or others of the joint holders shall be entitled to be presentat the meeting. Several executors or administrators of adeceased Member in whose name share stands shall for thepurpose of these Articles be deemed joints holders thereof.b)For this purpose, seniority shall be determined by the order inwhich the names stand in the register of members. |
Votes of joint members. |
| 115 |
Votes may be given either personally or by attorney or by proxy or incase of a company, by a representative duly Authorised as mentionedin Articles |
Votes may be given by proxy orby representative |
| 116 |
A body corporate (whether a company within the meaning of the Actor not) may, if it is member or creditor of the Company (includingbeing a holder of debentures) authorise such person by resolution ofits Board of Directors, as it thinks fit, in accordance with theprovisions of Section 113 of the Act to act as its representative at anyMeeting of the members or creditors of the Company or debenturesholders of the Company. A person authorised by resolution asaforesaid shall be entitled to exercise the same rights and powers(including the right to vote by proxy) on behalf of the body corporateas if it were an individual member, creditor or holder of debenturesof the Company. |
Representationofabodycorporate. |
| 117 |
(a)A member paying the whole or a part of the amount remainingunpaid on any share held by him although no part of thatamount has been called up, shall not be entitled to any votingrights in respect of the moneys paid until the same would, butfor this payment, become presently payable. |
Memberspayingmoneyinadvance. |
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(b)A member is not prohibited from exercising his voting rights onthe ground that he has not held his shares or interest in the |
Members not prohibited if sharenotheldforanyspecified |
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Company for any specified period preceding the date on whichthe vote was taken. |
period. |
| 118 |
Any person entitled under Article 73 (transmission clause) to transferany share may vote at any General Meeting in respect thereof in thesame manner as if he were the registered holder of such shares,provided that at least forty-eight hours before the time of holding themeeting or adjourned meeting, as the case may be at which heproposes to vote he shall satisfy the Directors of his right to transfersuch shares and give such indemnify (if any) as the Directors mayrequire or the directors shall have previously admitted his right tovote at such meeting in respect thereof. |
Votes in respect of shares ofdeceased or insolvent members. |
| 119 |
No Member shall be entitled to vote on a show of hands unless suchmember is present personally or by attorney or is a body Corporatepresent by a representative duly Authorised under the provisions ofthe Act in which case such members, attorney or representative mayvote on a show of hands as if he were a Member of the Company. Inthe case of a Body Corporate the production at the meeting of a copyof such resolution duly signed by a Director or Secretary of such BodyCorporate and certified by him as being a true copy of the resolutionshall be accepted by the Company as sufficient evidence of theauthority of the appointment. |
No votes by proxy on show ofhands. |
| 120 |
The instrument appointing a proxy and the power-of-attorney orother authority, if any, under which it is signed or a notarised copy ofthat power or authority, shall be deposited at the registered office ofthe company not less than 48 hours before the time forholding themeeting or adjourned meeting at which the person named in theinstrument proposes to vote, or, in the case of a poll, not less than 24hours before the time appointed for the taking of the poll; and indefault the instrument of proxy shall not be treated as valid. |
Appointment of a Proxy. |
| 121 |
An instrument appointing a proxy shall be in the form as prescribed inthe rules made under section 105. |
Form of proxy. |
| 122 |
A vote given in accordance with the terms of an instrument of proxyshall be valid notwithstanding the previous death or insanity of theMember, or revocation of the proxy or of any power of attorneywhich such proxy signed, or the transfer of the share in respect ofwhich the vote is given, provided that no intimation in writing of thedeath or insanity, revocation or transfer shall have been received atthe office before the meeting or adjourned meeting at which theproxy is used. |
Validity of votes given by proxynotwithstandingdeathofamember. |
| 123 |
No objection shall be raised to the qualification of any voter except atthe meeting or adjourned meeting at which the vote objected to isgiven or tendered, and every vote not disallowed at such meeting |
Time for objections to votes. |
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shall be valid for all purposes. |
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| 124 |
Any such objection raised to the qualification of any voter in due timeshall be referred to the Chairperson of the meeting, whose decisionshall be final and conclusive. |
Chairperson of the Meeting tobe the judge of validity of anyvote. |
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DIRECTORS |
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| 125 |
Until otherwise determined by a General Meeting of the Companyand subject to the provisions of Section 149 of the Act, the number ofDirectors (including Debenture and Alternate Directors) shall not beless than three and not more than fifteen. Provided that a companymay appoint more than fifteen directors after passing a specialresolution |
Number of Directors |
| 126 |
A Director of the Company shall not be bound to hold anyQualification Shares in the Company. |
Qualificationshares. |
| 127 |
(a)Subject to the provisions of the Companies Act, 2013andnotwithstanding anything to the contrary contained in theseArticles, the Board may appoint any person as a directornominated by any institution in pursuance of the provisions ofany law for the time being in force or of any agreement |
Nominee Directors. |
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(b)The Nominee Director/s so appointed shall not be required tohold any qualification shares in the Company nor shall be liableto retire by rotation. The Board of Directors of the Companyshall have no power to remove from office the NomineeDirector/s so appointed. The said Nominee Director/s shall beentitled to the same rights and privileges including receiving ofnotices, copies of the minutes, sitting fees, etc. as any otherDirector of the Company is entitled. |
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(c)If the Nominee Director/s is an officer of any of the financialinstitution the sitting fees in relation to such nominee Directorsshall accrue to such financial institution and the sameaccordingly be paid by the Company to them. The FinancialInstitution shall be entitled to depute observer to attend themeetings of the Board or any other Committee constituted bythe Board. |
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(d)The Nominee Director/s shall, notwithstanding anything to theContrary contained in these Articles, be at liberty to disclose anyinformation obtained by him/them to the Financial Institutionappointing him/them as such Director/s. |
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| 128 |
The Board may appoint an Alternate Director to act for a Director(hereinafter called "The Original Director") during his absence for aperiod of not less than three months from India. An AlternateDirector appointed under this Article shall not hold office for period |
AppointmentofalternateDirector. |
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longer than that permissible to the Original Director in whose placehe has been appointed and shall vacate office if and when theOriginal Director returns to India. If the term of Office of the OriginalDirector is determined before he so returns to India, any provision inthe Act or in these Articles for the automatic re-appointment ofretiring Director in default of another appointment shall apply to theOriginal Director and not to the Alternate Director. |
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| 129 |
Subject to the provisions of the Act, the Board shall have power atany time and from time to time to appoint any other person to be anAdditional Director. Any such Additional Director shall hold office onlyupto the date of the next Annual General Meeting. |
Additional Director |
| 130 |
Subject to the provisions of the Act, the Board shall have power atany time and from time to time to appoint a Director, if the office ofany director appointed by the company in general meeting is vacatedbefore his term of office expires in the normal course, who shall holdoffice only upto the date upto which the Director in whose place he isappointed would have held office if it had not been vacated by him. |
Directors power tofill casualvacancies. |
| 131 |
Until otherwise determined by the Company in General Meeting,each Director other than the Managing/Whole-time Director (unlessotherwise specifically provided for) shall be entitled to sitting fees notexceeding a sum prescribed in the Act (as may be amended from timeto time) for attending meetings of the Board or Committees thereof. |
Sitting Fees. |
| 132 |
The Board of Directors may subject to the limitations provided in theAct allow and pay to any Director who attends a meeting at a placeother than his usual place of residence for the purpose of attending ameeting, such sum as the Board may consider fair, compensation fortravelling, hotel and other incidental expenses properly incurred byhim, in addition to his fee for attending such meeting as abovespecified. |
Travelling expenses Incurred byDirector on Company's business. |
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PROCEEDING OF THE BOARD OF DIRECTORS |
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| 133 |
(a) The Board of Directors may meet for the conduct of business,adjourn and otherwise regulate its meetings as it thinks fit. |
Meetings of Directors. |
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(b) A director may, and the manager or secretary on the requisitionof a director shall, at any time, summon a meeting of the Board. |
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| 134 |
a)The Directors may from time to time elect from among theirmembers a Chairperson of the Board and determine the periodfor which he is to hold office. If at any meeting of the Board, theChairman is not present within five minutes after the timeappointed for holding the same, the Directors present maychoose one of the Directors then present to preside at themeeting. |
Chairperson |
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b)Subject to Section 203 of the Act and rules made there under,one person can act as the Chairman as well as the ManagingDirector or Chief Executive Officer at the same time. |
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| 135 |
Questions arising at any meeting of the Board of Directors shall bedecided by a majority of votes and in the case of an equality of votes,the Chairman will have a second or casting vote. |
QuestionsatBoardmeetinghow decided. |
| 136 |
The continuing directors may act notwithstanding any vacancy in theBoard; but, if and so long as their number is reduced below thequorum fixed by the Act for a meeting of the Board, the continuingdirectors or director may act for the purpose of increasing thenumber of directors to that fixed for the quorum, or of summoning ageneral meeting of the company, but for no other purpose. |
Continuing directors may actnotwithstanding any vacancy inthe Board |
| 137 |
Subject to the provisions of the Act, the Board may delegate any oftheir powers to a Committee consisting of such member or membersof its body as it thinks fit, and it may from time to time revoke anddischarge any such committee either wholly or in part and either as toperson, or purposes, but every Committee so formed shall in theexercise of the powers so delegated conform to any regulations thatmay from time to time be imposed on it by the Board. All acts doneby any such Committee in conformity with such regulations and infulfillment of the purposes of their appointment but not otherwise,shall have the like force and effect as if done by the Board. |
Directorsmayappointcommittee. |
| 138 |
The Meetings and proceedings of any such Committee of the Boardconsisting of two or more members shall be governed by theprovisions herein contained for regulating the meetings andproceedings of the Directors so far as the same are applicable theretoand are not superseded by any regulations made by the Directorsunder the last preceding Article. |
Committee Meeting show to begoverned. |
| 139 |
a)A committee may elect a Chairperson of its meetings.b)If no such Chairperson is elected, or if at any meeting theChairperson is not present within five minutes after the timeappointed for holding the meeting, the members present maychoose one of their members to be Chairperson of the meeting. |
ChairpersonofCommitteeMeetings |
| 140 |
a)A committee may meet and adjourn as it thinks fit.b)Questions arising at any meeting of a committee shall bedetermined by a majority of votes of the members present, andin case of an equality of votes, the Chairperson shall have asecond or casting vote. |
Meetings of the Committee |
| 141 |
Subject to the provisions of the Act, all acts done by any meeting ofthe Board or by a Committee of the Board, or by any person acting asa Director shall notwithstanding that it shall afterwards be discovered |
Acts of Board orCommitteeshall bevalid notwithstanding |
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that there was some defect in the appointment of such Director orpersons acting as aforesaid, or that they or any of them weredisqualified or had vacated office or that the appointment of any ofthem had been terminated by virtue of any provisions contained inthe Act or in these Articles, be as valid as if every such person hadbeen duly appointed, and was qualified to be a Director. |
defect in appointment. |
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RETIREMENT AND ROTATION OF DIRECTORS |
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| 142 |
Subject to the provisions of Section 161 of the Act, if the office of anyDirector appointed by the Company in General Meeting vacatedbefore his term of office will expire in the normal course, the resultingcasual vacancy may in default of and subject to any regulation in theArticles of the Company be filled by the Board of Directors at themeeting of the Board and the Director so appointed shall hold officeonly up to the date up to which the Director in whose place he isappointed would have held office if had not been vacatedasaforesaid. |
Power to fill casual vacancy |
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POWERS OF THE BOARD |
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| 143 |
The business of the Company shall be managed by the Board whomay exercise all such powers of the Company and do all such acts andthings as may be necessary, unless otherwise restricted by the Act, orby any other law or by the Memorandum or by the Articles requiredto be exercised by the Company in General Meeting. However noregulation made by the Company in General Meeting shall invalidateany prior act of the Board which would have been valid if thatregulation had not been made. |
Powers of the Board |
| 144 |
Without prejudice to the general powers conferred by the Articlesand so as not in any way to limit or restrict these powers, and withoutprejudice to the other powers conferred by these Articles, but subjectto the restrictions contained in the Articles, it is hereby, declared thatthe Directors shall have the following powers, that is to say |
Certain powers of the Board |
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(1)Subject to the provisions of the Act, to purchase or otherwiseacquire any lands, buildings, machinery, premises, property,effects, assets, rights, creditors, royalties, business and goodwillof any person firm or company carrying on the business whichthis Company is authorised to carry on, in any part of India. |
To acquire any property , rightsetc. |
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(2)Subject to the provisions of the Act to purchase, take on leasefor any term or terms of years, or otherwise acquire any land orlands, with or without buildings and out-houses thereon,situate in any part of India, at such conditions as the Directorsmay think fit, and in any such purchase, lease or acquisition toaccept such title as the Directors may believe, or may be |
To take on Lease. |
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advised to be reasonably satisfy. |
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(3) |
To erect and construct, on the said land or lands, buildings,houses, warehouses and sheds and to alter, extend andimprove the same, to let or lease the property of the company,in part or in whole for such rent and subject to such conditions,as may be thought advisable; to sell such portions of the land orbuildings of the Company as may not be required for thecompany; to mortgage the whole or any portion of the propertyof the company for the purposes of the Company; to sell all oranyportion of the machinery or stores belonging to theCompany. |
To erect & construct. |
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(4) |
At their discretion and subject to the provisions of the Act, theDirectors may pay property rights or privileges acquired by, orservices rendered to the Company, either wholly or partially incash or in shares, bonds, debentures or other securities of theCompany, and any such share may be issued either as fully paidup or with such amount credited as paid up thereon as may beagreed upon; and any such bonds, debentures or othersecurities may be either specifically charged upon all or any partof the property of the Company and its uncalled capital or notso charged. |
To pay for property. |
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(5) |
To insure and keep insured against loss or damage by fire orotherwise for such period and to such extent as they may thinkproper all or any part of the buildings, machinery, goods, stores,produce and other moveable property of the Company eitherseparately or co-jointly; also to insure all or any portion of thegoods, produce, machinery and other articles imported orexported by the Company and to sell, assign, surrender ordiscontinue any policies of assurance effected in pursuance ofthis power. |
ToinsurepropertiesoftheCompany. |
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(6) |
To open accounts with any Bank or Bankers and to pay moneyinto and draw money from any such account from time to timeas the Directors may think fit. |
To open Bank accounts. |
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(7) |
To secure the fulfillment of any contracts or engagemententered into by the Company by mortgage or charge on all orany of the property of the Company including its whole or partof its undertaking as a going concern and its uncalled capital forthe time being or in such manner as they think fit. |
To secure contracts by way ofmortgage. |
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(8) |
To accept from any member, so far as may be permissible bylaw, a surrender of the shares or any part thereof, on suchterms and conditions as shall be agreed upon. |
To accept surrender of shares. |
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(9)To appoint any person to accept and hold in trust, for theCompany property belonging to the Company, or in which it isinterested or for any other purposes and to execute and to doall such deeds and things as may be required in relation to anysuch trust, and to provide for the remuneration of such trusteeor trustees. |
ToappointtrusteesfortheCompany. |
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(10)To institute, conduct, defend, compound or abandon any legalproceeding by or against the Company or its Officer, orotherwise concerning the affairs and also to compound andallow time for payment or satisfaction of any debts, due, and ofany claims or demands by or against the Company and to referany difference to arbitration, either according to Indian orForeign law and either in India or abroad and observe andperform or challenge any award thereon. |
To conduct legal proceedings. |
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(11)To act on behalf of the Company in all matters relating tobankruptcy insolvency. |
Bankruptcy &Insolvency |
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(12)To make and give receipts, release and give discharge formoneys payable to the Company and for the claims anddemands of the Company. |
Toissuereceipts&givedischarge. |
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(13)Subject to the provisions of the Act, and these Articles to investand deal with any moneys of the Company not immediatelyrequired for the purpose thereof, upon such authority (notbeing the shares of this Company) or without security and insuch manner as they may think fit and from time to time to varyor realise such investments. Save as provided in Section 187 ofthe Act, all investments shall be made and held in theCompany's own name. |
To invest and deal with moneyof the Company. |
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(14)To execute in the name and on behalf of the Company in favourof any Director or other person who may incur or be about toincur any personal liability whether as principal or as surety, forthe benefit of the Company, such mortgage of the Company'sproperty (present or future) as they think fit, and any suchmortgage may contain a power of sale and other powers,provisions, covenants and agreements as shall be agreed upon; |
TogiveSecuritybywayofindemnity. |
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(15)To determine from time to time persons who shall be entitledto sign on Company's behalf, bills, notes, receipts, acceptances,endorsements, cheques, dividend warrants, releases, contractsand documents and to give the necessary authority for suchpurpose, whether by way of a resolution of the Board or by wayof a power of attorney or otherwise. |
To determine signing powers. |
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(16)To give to any Director, Officer, or other persons employed by |
Commission or share in profits. |
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the Company, a commission on the profits of any particularbusiness or transaction, or a share in the general profits of thecompany; and such commission or share of profits shall betreated as part of the working expenses of the Company. |
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(17)To give, award or allow any bonus, pension, gratuity orcompensation to any employee of the Company, or his widow,children, dependents, that may appear just or proper, whethersuch employee, his widow, children or dependents have orhave not a legal claim on the Company. |
Bonus etc. to employees. |
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(18)To set aside out of the profits of the Company such sums asthey may think proper for depreciation or the depreciationfunds or to insurance fund or to an export fund, or to a ReserveFund, or Sinking Fund or any special fund to meet contingenciesor repay debentures or debenture-stock or for equalizingdividendsorforrepairing,improving,extendingandmaintaining any of the properties of the Company and for suchother purposes (including the purpose referred to in thepreceding clause) as the Board may, in the absolute discretionthink conducive to the interests of the Company, and subject toSection 179 of the Act, to invest the several sums so set aside orso much thereof as may be required to be invested, upon suchinvestments (other than shares of this Company) as they maythink fit and from time to time deal with and vary suchinvestments and dispose of and apply and extend all or any partthereof for the benefit of the Company notwithstanding thematters to which the Board apply or upon which the capitalmoneys of the Company might rightly be applied or expendedand divide the reserve fund into such special funds as the Boardmay think fit; with full powers to transfer the whole or anyportion of a reserve fund or division of a reserve fund toanother fund and with the full power to employ the assetsconstituting all or any of the above funds, including thedepredation fund, in the business of the company or in thepurchase or repayment of debentures or debenture-stocks andwithout being bound to keep the same separate from the otherassets and without being bound to pay interest on the samewith the power to the Board at their discretion to pay or allowto the credit of such funds, interest at such rate as the Boardmay think proper. |
Transfer to Reserve Funds. |
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(19)To appoint, and at their discretion remove or suspend suchgeneral manager, managers, secretaries, assistants, supervisors,scientists, technicians, engineers, consultants, legal, medical oreconomic advisers, research workers, labourers, clerks, agentsand servants, for permanent, temporary or special services asthey may from time to time think fit, and to determine theirpowers and duties and to fix their salaries or emoluments or |
To appoint and remove officersand other employees. |
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remuneration and to require security in such instances and forsuch amounts they may think fit and also from time to time toprovide for the management and transaction of the affairs ofthe Company in any specified locality in India or elsewhere insuch manner as they think fit and the provisions contained inthe next following clauses shall be without prejudice to thegeneral powers conferred by this clause. |
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(20)At any time and from time to time by power of attorney underthe seal of the Company, to appoint any person or persons tobe the Attorney or attorneys of the Company, for such purposesand with such powers, authorities and discretions (notexceeding those vested in or exercisable by the Board underthese presents and excluding the power to make calls andexcluding also except in their limits authorised by the Board thepower to make loans and borrow moneys) and for such periodand subject to such conditions as the Board may from time totime think fit, and such appointments may (if the Board thinkfit) be made in favour of the members or any of the membersof any local Board established as aforesaid or in favour of anyCompany, or the shareholders, directors, nominees or managerof any Company or firm or otherwise in favour of anyfluctuating body of persons whether nominated directly orindirectly by the Board and any such powers of attorney maycontain such powers for the protection or convenience fordealing with such Attorneys as the Board may think fit, and maycontain powers enabling any such delegated Attorneys asaforesaid to sub-delegate all or any of the powers, authoritiesand discretion for the time being vested in them. |
To appoint Attorneys. |
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(21)Subject to Sections 188 of the Act, for or in relation to any ofthe matters aforesaid or otherwise for the purpose of theCompany to enter into all such negotiations and contracts andrescind and vary all such contracts, and execute and do all suchacts, deeds and things in the name and on behalf of theCompany as they may consider expedient. |
To enter into contracts. |
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(22)From time to time to make, vary and repeal rules for theregulations of the business of the Company its Officers andemployees. |
To make rules. |
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(23)To effect, make and enter into on behalf of the Company alltransactions, agreements and other contracts within the scopeof the business of the Company. |
To effect contracts etc. |
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(24)To apply for, promote and obtain any act, charter, privilege,concession, license, authorization, if any, Government, State ormunicipality, provisional order or license of any authority forenabling the Company to carry any of this objects into effect, or |
To apply & obtain concessionslicenses etc. |
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for extending and any of the powers of the Company or foreffecting any modification of the Company's constitution, or forany other purpose, which may seem expedient and to opposeany proceedings or applications which may seem calculated,directly or indirectly to prejudice the Company's interests. |
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(25) |
To pay and charge to the capital account of the Company anycommission or interest lawfully payable there out under theprovisions of Sections 40of the Act and of the provisionscontained in these presents. |
To pay commissions or interest. |
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(26) |
To redeem preference shares. |
To redeem preference shares. |
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(27) |
To subscribe, incur expenditure or otherwise to assist or toguarantee money to charitable, benevolent, religious, scientific,national or any other institutions or subjects which shall haveany moral or other claim to support or aid by the Company,either by reason of locality or operation or of public and generalutility or otherwise. |
Toassistcharitableorbenevolent institutions. |
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(28) |
To pay the cost, charges and expenses preliminary andincidental to the promotion, formation, establishment andregistration of the Company. |
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(29) |
To pay and charge to the capital account of the Company anycommission or interest lawfully payable thereon under theprovisions of Sections 40 of the Act. |
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(30) |
To provide for the welfare of Directors or ex-Directors oremployees or ex-employees of the Company and their wives,widows and families or the dependents or connections of suchpersons, by building or contributing to the building of houses,dwelling or chawls, or by grants of moneys, pension, gratuities,allowances, bonus or other payments, or by creating and fromtime to time subscribing or contributing, to provide otherassociations, institutions, funds or trusts and by providing orsubscribing or contributing towards place of instruction andrecreation, hospitals and dispensaries, medical and otherattendance and other assistance as the Board shall think fit andsubject to the provision of Section 181 of the Act, to subscribeor contribute or otherwise to assist or to guarantee money tocharitable, benevolent, religious, scientific, national or otherinstitutions or object which shall have any moral or other claimto support or aid by the Company, either by reason of locality ofoperation, or of the public and general utility or otherwise. |
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(31) |
To purchase or otherwise acquire or obtain license for the useof and to sell, exchange or grant license for the use of any trademark, patent, invention or technical know-how. |
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(32)To sell from time to time any Articles, materials, machinery,plants, stores and other Articles and thing belonging to theCompany as the Board may think proper and to manufacture,prepare and sell waste and by-products. |
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(33)From time to time to extend the business and undertaking ofthe Company by adding, altering or enlarging all or any of thebuildings, factories, workshops, premises, plant and machinery,for the time being the property of or in the possession of theCompany, or by erecting new or additional buildings, and toexpend such sum of money for the purpose aforesaid or any ofthem as they be thought necessary or expedient. |
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(34)To undertake on behalf of the Company any payment of rentsand the performance of the covenants, conditions andagreements contained in or reserved by any lease that may begranted or assigned to or otherwise acquired by the Companyand to purchase the reversion or reversions, and otherwise toacquire on free hold sample of all or any of the lands of theCompany for the time being held under lease or for an estateless than freehold estate. |
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(35)To improve, manage, develop, exchange, lease, sell, resell andre-purchase, dispose off, deal or otherwise turn to account, anyproperty (movable or immovable) or any rights or privilegesbelonging to or at the disposal of the Company or in which theCompany is interested. |
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(36)To let, sell or otherwise dispose of subject to the provisions ofSection 180 of the Act and of the other Articles any property ofthe Company, either absolutely or conditionally and in suchmanner and upon such terms and conditions in all respects as itthinks fit and to accept paymentinsatisfactionforthesame in cash or otherwise as it thinks fit. |
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(37)Generally subject to the provisions of the Act and these Articles,to delegate the powers/authorities and discretions vested inthe Directors to any person(s), firm, company or fluctuatingbody of persons as aforesaid. |
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(38)To comply with the requirements of any local law which in theiropinion it shall in the interest of the Company be necessary orexpedient to comply with. |
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MANAGING AND WHOLE-TIME DIRECTORS |
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| 145 |
a)Subject to the provisions of the Act and of these Articles, theDirectors may from time to time in Board Meetings appoint oneor more of their body to be a Managing Director or ManagingDirectors or whole-time Director or whole-time Directors of theCompany for such term not exceeding five years at a time as theymay think fit to manage the affairs and business of the Company, |
Powers to appointManaging/Wholetime Directors. |
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Particulars |
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and may from time to time (subject to the provisions of anycontract between him or them and the Company) remove ordismiss him or them from office and appoint another or others inhis or their place or places. |
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b) |
The Managing Director or Managing Directors or whole-timeDirector or whole-time Directors so appointed shall be liable toretire by rotation. A Managing Director or Whole-time Directorwho is appointed as Director immediately on the retirement byrotation shall continue to hold his office as Managing Director orWhole-time Director and such re-appointment as such Directorshall not be deemed to constitute a break in his appointment asManaging Director or Whole-time Director. |
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| 146 |
|
The remuneration of a Managing Director or a Whole-time Director(subject to the provisions of the Act and of these Articles and of anycontract between him and the Company) shall from time to time befixed by the Directors, and may be, by way of fixed salary, orcommission on profits of the Company, or by participation in any suchprofits, or by any, or all of these modes. |
Remuneration ofManaging orWholetime Director. |
| 147 |
(1) |
Subject to control, direction and supervision of the Board ofDirectors, the day-today management of the company will be inthe hands of the Managing Director or Whole-time Directorappointed in accordance with regulations of these Articles ofAssociation with powers to the Directors to distribute such dayto-day management functions among such Directors and in anymanner as may be directed by the Board. |
Powers and duties of ManagingDirector or Whole-time Director. |
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(2) |
The Directors may from time to time entrust to and conferupon the Managing Director or Whole-time Director for thetime being save as prohibited in the Act, such of the powersexercisable under these presents by the Directors as they maythink fit, and may confer such objects and purposes, and uponsuch terms and conditions, and with such restrictions as theythink expedient; and they may subject to the provisions of theAct and these Articles confer such powers, either collaterallywith or to the exclusion of, and in substitution for, all or any ofthe powers of the Directors in that behalf, and may from timeto time revoke, withdraw, alter or vary all or any such powers. |
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(3) |
The Company's General Meeting may also from time to timeappoint any Managing Director or Managing Directors orWholetime Director or Wholetime Directors of the Companyand may exercise all the powers referred to in these Articles. |
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(4) |
The Managing Director shall be entitled to sub-delegate (withthe sanction of the Directors where necessary) all or any of thepowers, authorities and discretions for the time being vested inhim in particular from time to time by the appointment of anyattorney or attorneys for the management and transaction of |
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| Sr.No |
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the affairs of the Company in any specified locality in suchmanner as they may think fit. |
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(5)Notwithstanding anything contained in theseArticles, theManaging Director is expressly allowed generally to work forand contract with the Company and especially to do the work ofManaging Director and also to do any work for the Companyupon such terms and conditions and for such remuneration(subject to the provisions of the Act) as may from time to timebe agreed between him and the Directors of the Company. |
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Chief Executive Officer, Manager, Company Secretary or ChiefFinancial Officer |
|
| 148 |
a)Subject to the provisions of the Act,— |
Board to appoint Chief Executive |
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i.A chief executive officer, manager, company secretary orchief financial officer may be appointed by the Board forsuch term, at such remuneration and upon such conditionsas it may thinks fit; and any chief executive officer, manager,company secretary or chief financial officer so appointedmay be removed by means of a resolution of the Board; |
Officer/Manager/CompanySecretary/ChiefFinancialOfficer |
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ii.A director may be appointed as chief executive officer,manager, company secretary or chief financial officer. |
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b)A provision of the Act or these regulations requiring orauthorising a thing to be done by or to a director and chiefexecutive officer, manager, company secretary or chief financialofficer shall not be satisfied by its being done by or to the sameperson acting both as director and as, or in place of, chiefexecutive officer, manager, company secretary or chief financialofficer. |
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THE SEAL |
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| 149 |
(a)The Board shall provide a Common Seal for the purposes of theCompany, and shall have power from time to time to destroythe same and substitute a new Seal in lieu thereof, and theBoard shall provide for the safe custody of the Seal for the timebeing, and the Seal shall never be used except by the authorityof the Board or a Committee of the Board previously given. |
The seal, its custody and use. |
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(b)The Company shall also be at liberty to have an Official Seal inaccordance with of the Act, for use in any territory, district orplace outside India. |
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| 150 |
The seal of the company shall not be affixed to any instrument exceptby the authority of a resolution of the Board or of a committee of theBoard authorized by it in that behalf, and except in the presence of atleast two directors and of the secretary or such other person as the |
Deeds how executed. |
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Board may appoint for the purpose; and those two directors and thesecretary or other person aforesaid shall sign every instrument towhich the seal of the company is so affixed in their presence. |
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Dividend and Reserves |
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| 151 |
(1)Subject to the rights of persons, if any, entitled to shares withspecial rights as to dividends, all dividends shall be declared andpaid according to the amounts paid or credited as paid on theshares in respect whereof the dividend is paid, but if and solong as nothing is paid upon any of the shares in the Company,dividends may be declared and paid according to the amountsof the shares. |
Division of profits. |
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(2)No amount paid or credited as paid on a share in advance ofcalls shall be treated for the purposes of this regulation as paidon the share. |
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(3)All dividends shall be apportioned and paid proportionately tothe amounts paid or credited as paid on the shares during anyportion or portions of the period in respect of which thedividend is paid; but if any share is issued on terms providingthat it shall rank for dividend as from a particular date suchshare shall rank for dividend accordingly. |
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| 152 |
The Company in General Meeting may declare dividends, to be paidto members according to their respective rights and interests in theprofits and may fix the time for payment and the Company shallcomply with the provisions of Section 127 of the Act, but no dividendsshall exceed the amount recommended by the Board of Directors, butthe Company may declare a smaller dividend in general meeting. |
ThecompanyinGeneralMeeting may declare Dividends. |
| 153 |
a)The Board may, before recommending any dividend, set asideout of the profits of the company such sums as it thinks fit as areserve or reserves which shall, at the discretion of the Board, beapplicable for any purpose to which the profits of the companymay be properly applied, including provision for meetingcontingencies or for equalizing dividends; and pending suchapplication, may, at the like discretion, either be employed in thebusiness of the company or be invested in such investments(other than shares of the company) as the Board may, from timeto time, thinks fit. |
Transfer to reserves |
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b)The Board may also carry forward any profits which it mayconsider necessary not to divide, without setting them aside as areserve. |
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| 154 |
Subject to the provisions of section 123, the Board may from time totime pay to the members such interim dividends as appear to it to bejustified by the profits of the company. |
Interim Dividend. |
| Sr.No |
Particulars |
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| 155 |
The Directors may retain any dividends on which the Company has alien and may apply the same in or towards the satisfaction of thedebts, liabilities or engagements in respect of which the lien exists. |
Debts may be deducted. |
| 156 |
No amount paid or credited as paid on a share in advance of callsshall be treated for the purposes of this articles as paid on the share. |
Capital paid up in advance notto earn dividend. |
| 157 |
All dividends shall be apportioned and paid proportionately to theamounts paid or credited as paid on the shares during any portion orportions of the period in respect of which the dividend is paid but ifany share is issued on terms providing that it shall rank for dividendsas from a particular date such share shall rank for dividendaccordingly. |
Dividendsinproportiontoamount paid-up. |
| 158 |
The Board of Directors may retain the dividend payable upon sharesin respect of which any person under Articleshas become entitled tobe a member, or any person under that Article is entitled to transfer,until such person becomes a member, in respect of such shares orshall duly transfer the same. |
Retentionofdividendsuntilcompletion oftransfer underArticles . |
| 159 |
No member shall be entitled to receive payment of any interest ordividend or bonus in respect of his share or shares, whilst any moneymay be due or owing from him to the Company in respect of suchshare or shares (or otherwise however, either alone or jointly withany other person or persons) and the Board of Directors may deductfrom the interest or dividend payable to any member all such sums ofmoney so due from him to the Company. |
No Member to receive dividendwhilst indebted to the companyand theCompany's right ofreimbursement thereof. |
| 160 |
A transfer of shares does not pass the right to any dividend declaredthereon before the registration of the transfer. |
Effect of transfer of shares. |
| 161 |
Any one of several persons who are registered as joint holders of anyshare may give effectual receipts for all dividends or bonus andpayments on account of dividends in respect of such share. |
Dividend to joint holders. |
| 162 |
a)Any dividend, interest or other monies payable in cash in respectof shares may be paid by cheque or warrant sent through thepost directed to the registered address of the holder or, in thecase of joint holders, to the registered address of that one of thejoint holders who is first named on the register of members, or tosuch person and to such address as the holder or joint holdersmay in writing direct.b)Every such cheque or warrant shall be made payable to the orderof the person to whom it is sent. |
Dividends how remitted. |
| 163 |
Notice of any dividend that may have been declared shall be given tothe persons entitled to share therein in the manner mentioned in the |
Notice of dividend. |
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Particulars |
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Act. |
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| 164 |
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No unclaimed dividend shall be forfeited before the claim becomesbarred by law and no unpaid dividend shall bear interest as againstthe Company. |
No interest on Dividends. |
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|
CAPITALIZATION |
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| 165 |
(1) |
TheCompanyinGeneralMeetingmay,upontherecommendation of the Board, resolve: |
Capitalization. |
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(a) |
that it is desirable to capitalize any part of the amount for thetime being standing to the credit of any of the Company'sreserve accounts, or to the credit of the Profit and Loss account,or otherwise available for distribution; and |
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(b) |
that such sum be accordingly set free for distribution in themanner specified in clause (2) amongst the members whowould have been entitled thereto, if distributed by way ofdividend and in the same proportions. |
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(2) |
The sums aforesaid shall not be paid in cash but shall be appliedsubject to the provisions contained in clause (3) either in ortowards: |
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(i) |
paying up any amounts for the time being unpaid on any sharesheld by such members respectively; |
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(ii) |
paying up in full, unissued shares of the Company to be allottedand distributed, credited as fully paid up, to and amongst suchmembers in the proportions aforesaid; or |
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(iii) |
partly in the way specified in sub-clause (i) and partly in thatspecified in sub-clause (ii). |
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(3) |
A Securities Premium Account and Capital Redemption ReserveAccount may, for the purposes of this regulation, only beapplied in the paying up of unissued shares to be issued tomembers of the Company and fully paid bonus shares. |
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(4) |
The Board shall give effect to the resolution passed by theCompany in pursuance of this regulation. |
|
| 166 |
(1) |
Whenever such a resolution as aforesaid shall have beenpassed, the Board shall — |
Fractional Certificates. |
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(a) |
make all appropriations and applications of the undividedprofits resolved to be capitalized thereby and all allotments andissues of fully paid shares, if any, and |
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(b) |
generally to do all acts and things required to give effectthereto. |
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Particulars |
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(2) |
The Board shall have full power - |
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(a) |
to make such provision, by the issue of fractional certificates orby payment in cash or otherwise as it thinks fit, in case of sharesbecoming distributable in fractions; and also |
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(b) |
to authorise any person to enter, on behalf of all the membersentitled thereto, into an agreement with the Companyproviding for the allotment to them respectively, credited asfully paid up, of any further shares to which they may beentitled upon such capitalization, or (as the case may require)for the payment by the Company on their behalf, by theapplication thereto of their respective proportions, of theprofits resolved to be capitalized, of the amounts or any part ofthe amounts remaining unpaid on their existing shares. |
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(3) |
Any agreement made under such authority shall be effectiveand binding on all such members. |
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(4) |
That for the purpose of giving effect to any resolution, underthe preceding paragraph of this Article, the Directors may givesuch directions as may be necessary and settle any questions ordifficulties that may arise in regard to any issue includingdistribution of new equity shares and fractional certificates asthey think fit. |
|
| 167 |
(1) |
The books containing the minutes of the proceedings of anyGeneral Meetings of the Company shall be open to inspectionof members without charge on such days and during suchbusiness hours as may consistently with the provisions ofSection 119 of the Act be determined by the Company inGeneral Meeting and the members will also be entitled to befurnished with copies thereof on payment of regulated charges. |
Inspection of Minutes Books ofGeneral Meetings. |
|
(2) |
Any member of the Company shall be entitled to be furnishedwithin seven days after he has made a request in that behalf tothe Company with a copy of any minutes referred to in subclause (1) hereof on payment of Rs. 10 per page or any partthereof. |
|
| 168 |
a) |
The Board shall from time to time determine whether and towhat extent and at what times and places and under whatconditions or regulations, the accounts and books of thecompany, or any of them, shall be open to the inspection ofmembers not being directors. |
Inspection of Accounts |
|
b) |
No member (not being a director) shall have any right ofinspecting any account or book or document of the companyexcept as conferred by law or authorised by the Board or by thecompany in general meeting. |
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| Sr.No |
Particulars |
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FOREIGN REGISTER |
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| 169 |
The Company may exercise the powers conferred on it by theprovisions of the Act with regard to the keeping of Foreign Register ofits Members or Debenture holders, and the Board may, subject to theprovisions of the Act, make and vary such regulations as it may thinkfit in regard to the keeping of any such Registers. |
Foreign Register. |
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DOCUMENTS AND SERVICE OF NOTICES |
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| 170 |
Any document or notice to be served or given by the Company besigned by a Director or such person duly authorised by the Board forsuch purpose and the signature may be written or printed orlithographed. |
Signing of documents & noticesto be served or given. |
| 171 |
Save as otherwise expressly provided in the Act, a document orproceeding requiring authentication by the company may be signedby a Director, the Manager, or Secretary or other Authorised Officerof the Company and need not be under the Common Seal of theCompany. |
Authenticationofdocumentsand proceedings. |
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WINDING UP |
|
| 172 |
Subject to the provisions of Chapter XX of the Act and rules madethereunder— |
|
|
(i) If the company shall be wound up, the liquidator may, with thesanction of a special resolution of the company and any othersanction required by the Act, divide amongst the members, in specieor kind, the whole or any part of the assets of the company, whetherthey shall consist of property of the same kind or not. |
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|
(ii) For the purpose aforesaid, the liquidator may set such value as hedeems fair upon any property to be divided as aforesaid and maydetermine how such division shall be carried out as between themembers or different classes of members. |
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|
(iii) The liquidator may, with the like sanction, vest the whole or anypart of such assets in trustees upon such trusts for the benefit of thecontributories if he considers necessary, but so that no member shallbe compelled to accept any shares or other securities whereon thereis any liability. |
|
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INDEMNITY |
|
| 173 |
Subject to provisions of the Act, every Director, or Officer or Servantof the Company or any person (whether an Officer of the Company ornot) employed by the Company as Auditor, shall be indemnified bythe Company against and it shall be the duty of the Directors to pay,out of the funds of the Company, all costs, charges, losses and |
Directors' and othersright toindemnity. |
| Sr.No |
Particulars |
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damages which any such person may incur or become liable to, byreason of any contract entered into or act or thing done, concurred inor omitted to be done by him in any way in or about the execution ordischarge of his duties or supposed duties (except such if any as heshall incur or sustain through or by his own wrongful act neglect ordefault) including expenses, and in particular and so as not to limitthe generality of the foregoing provisions, against all liabilitiesincurred by him as such Director, Officer or Auditor or other officer ofthe Company in defending any proceedings whether civil or criminalin which judgment is given in his favor, or in which he is acquitted orin connection with any application under Section 463 of the Act onwhich relief is granted to him by the Court. |
|
| 174 |
Subject to the provisions of the Act, no Director, Managing Directoror other officer of the Company shall be liable for the acts, receipts,neglects or defaults of any other Directors or Officer, or for joining inany receipt or other act for conformity, or for any loss or expensehappening to the Company through insufficiency or deficiency of titleto any property acquired by order of the Directors for or on behalf ofthe Company or for the insufficiency or deficiency of any security inor upon which any of the moneys of the Company shall be invested,or for any lossor damage arising from the bankruptcy, insolvency ortortuous act of any person, company or corporation, with whom anymoneys, securities or effects shall be entrusted or deposited, or forany loss occasioned by any error of judgment or oversight on his part,or for any other loss or damage or misfortune whatever which shallhappen in the execution of the duties of his office or in relationthereto, unless the same happens through his own dishonesty. |
Notresponsibleforactsofothers |
|
SECRECY |
|
| 175 |
(a) Every Director, Manager, Auditor, Treasurer, Trustee, Member ofa Committee, Officer, Servant, Agent, Accountant or otherperson employed in the business of the company shall, if sorequired by the Directors, before entering upon his duties, signa declaration pleading himself to observe strict secrecyrespecting all transactions and affairs of the Company with thecustomers and the state of the accounts with individuals and inmatters relating thereto, and shall by such declaration pledgehimself not to reveal any of the matter which may come to hisknowledge in the discharge of his duties except when requiredso to do by the Directors or by any meeting or by a Court of Lawand except so far as may be necessary in order to comply withany of the provisions in these presents contained. |
Secrecy |
|
(b) No member or other person (other than a Director) shall beentitled to enter the property of the Company or to inspect orexamine the Company's premises or properties or the books ofaccounts of the Company without the permission of the Board |
Access to property informationetc. |
| Sr.No |
Particulars |
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of Directors of the Company for the time being or to requirediscovery of or any information in respect of any detail of theCompany's trading or any matter which is or may be in thenature of trade secret, mystery of trade or secret process or ofany matter whatsoever which may relate to the conduct of thebusiness of the Company and which in the opinion of the Boardit will be inexpedient in the interest of the Company to discloseor to communicate. |
|
| Sr. No. |
Name,Address,Descriptionand Occupationof eachSubscriber |
Signature0 fSubscriber |
Signature,Name,Address,DescriptionofWitness |
| $\mathbf{1}$ |
Asha R. SabooW/o Sh. Radheshyam SabooTI-14, Heeramani Ratan Co.,H S G Society,Bangur Nagar, Goregaon(W),Mumbai - 400 090.(Maharashtra)Occ: Business |
$Sd$ - |
Witness to all$Sd/$ -Deepak JainS/o ShriGautam ChandJain51A, 1st Floor.Heera PannaComplex,Oshiwara,Andheri (West),Mumbai -400053Occ: PractisingCharteredAccountant |
| $\overline{2}$ |
Shantilal L. SalechaS/o Sh. Laxmichand Salecha98/18, Om Subh Labh C.H.S.,Jawahar Nagar, Road No. 10,Goregaon (W),Mumbai - 400 062.Occ: Business |
$Sd/-$ |
|
| 3 |
DineshJainS/o Sh. Bhabhutmal JainB/605, Vijay Park,Near Balashram,MathuradasExt. Rd.,Kandivli(W),Mumbai - 400 067.Occ: Business |
$Sd/-$ |
|
THE COMPANIES ACT, 1956
(COMPANY LIMITED BY SHARES)
MEMORANDUM OF ASSOCIATION
O F
ONE POINT ONE SOLUTIONS LIMITED
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I. . The name of the Company is One Point One Solutions Limited.
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II. The Registered Office of the Company will be situated in the State of Maharashtra i.e. within the jurisdiction of Registrar of Companies Maharashtra at Mumbai.
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III. The Objects for which the Company is established are :-
- (A) THE MAIN OBJECTS TO BE PURSUED BY THE COMPANY ON ITS INCORPORATION ARE:
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- To carry on the business of providing outsourcing services for all processes, sub Processes, transactions, activities and all other work performed by business in various industries within India and across the world. This includes those process or sub processes that are enabled by information technology. It also includes date, voice or video collection and processing, call centre services including in bound and out bound calling services of all kinds, technical support, managed data centre, managed technical centre, training centre, web support back office, business or financial analysis, scientific analysis, research work and analysis, storage, disaster recovery, accounting, pay roll, inventory management, customer relationship management, enterprises resources planning and to develop software, provide consultancy, software solution and services that are normally offered by the outsourcing business and information technology services providers, the software development houses and application services providers.
-
- To carry out complete Information Technology enabled products and services including setting up of back office operations, call centers, data processing centers, BPO (Business Process Outsourcing) centers, KPO (Knowledge Process Outsourcing) centers, e-mail centers, bill paying centers, legal & secretarial service centers, accounting centers including taxation, pay rolls accounting and other transaction and back office operations.
-
- To Carry on the business in India or other part of world marketing, services to promote, operate, advertising, display, print, exhibit, the products and to use the all modes / types of method of advertising, to promote the marketing of the products which includes the all types of media as print media, telephone media, web media, door to door, print media, television media, radio media, or any other media or mode of communication which will be available in future.
-
- To carry on the business in India or other part of world pertaining to convert, buy, sell, run, export, import of all kinds of information, data for marketing, research, maintain the services relating to all kinds of Information, data for marketing, research, maintain the services relating to all types of products, business process Outsourcing (BPO), the operation of Back-up office, call centers for Marketing Activities.
-
- To carry on the business of promoting and marketing and to provide services to promote and market all kind of products of every description and specification Including but not limited to products relating to insurance and assurance business In all its branches of life insurance, general insurance, medical insurance, group Insurance, vehicle insurance, animal life insurance and all kinds of Insurance plans and schemes as may be framed by the Government, body corporate, Institutions and / or any other such competent authorities and to promote and Institutions and /or any other such competent authorities and to promote and market the products relating to mutual funds, stocks securities, shares and debentures and all kind of Investment plans issued or to be issued by .
-
(B) THE OBJECTS INCIDENTAL OR ANCILLARY TO THE ATTAINMENT OF MAIN OBJECTS ARE:
-
- To purchase, take on lease or exchange, hire, or otherwise acquire any real and personal property and any right of precious business, which the company may think necessary or convenient for the purposes of its business.
-
- To apply for tender, purchase or otherwise acquire any contracts, sub contract, licenses and concession for or in relation to the main objects of business herein mentioned or any of them and to undertake, execute, carryout, dispose of or otherwise turn to account the same.
-
- To open and operate upon account with any bank, financial institution, company, firm or person and to draw, make, accept, endorse, discount, execute, and issue cheques, promissory notes,
bills of exchange, hundis, letter of credit, bill of lading, railway receipts, warrants, debentures, government securities and other negotiable or transferable instruments of all draw, make, accept, discount, execute and issue bills of exchange, promissory notes, bills of landing, warrants, debentures and such other negotiable or transferable instruments or securities of all types and to open Bank Accounts and to operate the same in the ordinary course of business.
-
- To act as management and provide advisory and consultancy services in the fields of management, business planning, key decision making, industrial, labour, economic, commercial and other laws, accounting, costing, systems designing and Implementation, computer and data processing and further act as Turn-key Projects Consultants and provide advisory or consultancy services in the areas, such as setting up projects, industrial engineering, production, technical know-how and collaborations in continuation of main objects.
-
- To acquire from any person, firm or body corporate, technical information knowhow, engineering, manufacturing and operating data lay out blue prints, useful for the design erection and operation of any plant required for any of the business of the company and to acquire any license and other flights and benefits for the attainments of the main object.
-
- To invest the funds of the company from time to time in such assets properties, securities shares or investments or otherwise as may be from time to be determined by the directors and from time to time sell or vary all such Investments and to execute, all assignments, transfer receipts and documents that may be necessary in that behalf.
-
- Subject to Section 391 to 394 and 394A of the Companies Act, 1956 to amalgamate with any other such company or companies having all or any objects similar to the objects of this company in any manner whether with or without process of liquidation of that Company.
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- Subject to the companies Act, for the time being in force, to undertake or take part in the formation, supervision or control of the main business or operations of any person firm, body corporate, association, undertaking carrying on the main business of the Company.
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- To apply for, obtain, purchase or otherwise acquire prolong and renew any patents, patent-rights, brevets de-invention, processes, scientific technical or such other assistance of all types, manufacturing, process know-how and such other, information, designs, patterns, copyrights, trade marks, licences, concessions and rights or benefits, conferring an exclusive or non-exclusive or limited or right or use thereof, which may seem capable if being used for or in connection with the main objects of the company or the acquisition of which may seem directly for indirectly to benefit the Company on payment of any fee, royalty or such other
consideration of all type and to use, exercise or develop the same or grant licences in respect thereof and to spend money in experimenting, upon, testing or improving any such patents, Inventions, rights or concessions.
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- To apply for and obtain any orders, charter, privilege concession, licence or authorisation or any Government, State or such other Authority for enabling the company to carry on its main objects Into effect or for extending any of the powers, of the company or for effecting any modification of the constitution of the company or for any other such purpose which may seem expedient and to oppose any proceedings or applications which may seem directly or indirectly to prejudice the interest of the company.
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- To enter into any arrangements with any Government or Authorities or any persons or companies that may seem conducive to the main objects of the company or any of them and to obtain from any such Government, Authority, person or any company rights, charters, contracts, licences and concessions which the company may obtain and to carry out, exercise and comply therewith.
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- To procure the company to be registered or recognised in or under the laws of any place outside India and to do all acts necessary for carrying on in any foreign country the main business of the company.
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- To draw, make, accept, discount, execute and issue bills of exchange, promissory notes, bills of landing, warrants, debentures and such other negotiable or transferable instruments or securities of all types and to open Bank Accounts and to operate the same in the ordinary course of business.
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- To advance money, either with or without security to such persons and upon such terms and conditions as the company, may deem fit and also to invest and deal with the moneys of the company, not immediately required, in or upon such investments and in such manner as may, be determined, not being Investment in company's own shares provided that the company shall not carry on the main business of banking as defined in the Banking Regulations Act, 1949.
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- Subject to Sections 292, 293, 295, 372A & 58A of the Companies Act, 1956, and the Regulations made there under and the directions issued by Reserve Bank of India to receive money on deposits or loans and to borrow or raise money in such manner and at such time or times as the company may determine and in particular by the issue of debentures, debenture-stock, perpetual or otherwise and to secure the repayment of any money borrowed, raised or owning by mortgage, charge or lien upon all or any of the properties or assets of revenues and profits of the company, both present and future, Including its uncalled capital and also by a similar mortgage, charge or lien to secure and guarantee the performance by the company or any other such person or company of any obligation under taken by the company of such other person or company and to give the lenders the power to sell and such other powers as may
seem expedient and to purchase redeem or pay off any such securities.
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- To undertake and execute any trusts, the undertaking of which may seem to the company beneficial either gratuitously or otherwise in connection with the main business of the company.
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- To establish or promote or concur in establishing or promoting any company for the purpose of acquiring all or any of the properties, rights and liabilities of the company.
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- To mortgage, exchange, grant licence and other rights, improve, manage, develop or dispose of undertaking, investments, assets and effects of the company or any part thereof for such consideration as may be conducive to the main business of the company and in particular for any shares, stocks, debentures or such other securities of any other company having main objects all together or in part similar to those of the company.
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- To distribute as bonus shares among the members or to place to reserve or otherwise to apply, as the company may, from time to time, deem fit, in any monies received by way of premium on debentures, issued at a premium by the company and any money received in respect of forfeited shares, and monies arising from the sale by the company of forfeited shares, subject to the provisions of Section 78 of the Companies Act, 1956.
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- To employ agents or experts to investigate and examine into the conditions prospects, value, character and circumstances of main business concerns and undertakings and generally of any assets, properties or rights which the company purposes to acquire.
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- To create any reserve fund, sinking fund, insurance fund or any other such special funds whether for depreciation, repairing, improving, research, extending or maintaining any of the properties of the company or for any other such purpose conducive to the main objects of the company.
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- Subject to the provisions of Section 292, 293 and 293A, 293B of the Companies Act, 1956 to subscribe, contribute, gift or donate any monies, rights or assets for any national educational, religious, charitable, scientific, public general or useful objects or to make gifts or donations of monies or such other assets to any institutions, clubs, societies, associations, trusts, scientific research associations, funds, universities, colleges or any individual, body of individuals or bodies corporate.
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- To establish and maintain or procure for the establishment and maintenance of any contributory or non-contributory pension or superannuation, provident or gratuities funds for the benefit of and give or procure the giving of the donations, gratuities, pensions, allowances, bonus or emoluments to any persons who are or were at any time in the employment or service of the company, or any company which is a subsidiary of the company is allied or associated with the company or with any such subsidiary company who are or
were at any time Directors or officers of the company or any other such company and the wives, widows, families and dependants of any such persons and also to establish and subsidise and subscribe to any institutions, associations clubs or funds of or in advance the interests and well being of other Company or any such other company or persons as aforesaid and make payments to or towards the insurance of any such persons and to do any other matters either alone or in conjunction with any other company.
exchange or otherwise deal in land buildings, houses, flats, bungalows, shops, hereditaments of any tenure or freehold for residential or business purposes.
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- To cultivate, grow, produce or deal in any agricultural, vegetables or fruit products and to carry on the business of farmers, dairyman, milk contractors, dairy farmers, rice and flour milling, purveyors and vendors of milk and milk products condensed milk and powdered milk, cream, cheese, butter, poultry, fruits, vegetables, cash crops and provisions of all kinds.
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- To cultivate tea, coffee, rubber and any other such similar produce of all types and to carry on the business of planters in all its branches, to carry on and do the business of cultivators, winners and buyers of every kind of vegetable mineral or such other produce of the soil, dispose of and deal in any such produce either in its prepared, manufactured or raw state and either by wholesale or retail.
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- To carry on the business as manufacturers of or dealers in pulp and paper of all kind and articles made from paper and pulp, card boards, straw board and wall ceiling papers and packaging cartons and news papers and newsprints.
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- To carry on the business of purchase and sale of petroleum products, to act as dealers and distributors for petroleum companies, to run service stations for the repair and servicing of automobiles and to manufacture or deal in fuel oils, cutting oils and greases.
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- To carry on the business as iron-founders, makers of scientific, industrial and surgical instruments, mechanical engineers and manufacturers of agriculture implements and such other machinery related thereto, steel castings and forgings and malleable iron and steel castings, tool makers, brass founders, metal workers, boilermakers, mill wrights, machinists, Iron and steel converters and to buy, sell, manufacture, repair, convert, alter, let on hire and deal in machinery, implements and rolling stock.
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- To carry on business as hoteliers, moteliers, restaurant owners, sweet, meat merchants, refreshment room proprietors, refreshment contractors and own and run garages, shops, stores, godowns, bars, refreshment rooms, cafetaries, discotheques, restaurants and places for sale, custody, bailment, deposit or protection of the valuable goods and commodities.
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- To carry on the business of manufacturing and dealing in, assembling, buying, selling, reselling, exchanging, altering, repairing, importing, exporting, hiring, letting on hire, distributing or dealing in motor cars, motor cycles, scooters, motor buses, motor lorries, motor vans, trucks, locomotive engine, trains and all other such road and rail conveyance of all types, ships, boats, barges, launches, steamers and conveyance of every description and kind or transport conveyance of passengers, merchandise of goods of every description, whether propelled or moved or assisted by means
of petrol, spirit, electricity, steam oil vapour, gas, petroleum mechanical, animal or any other such motive power of all types.
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- To carry on the business of manufacturing, dyeing, colouring, spinning, weaving, buying, selling, importing, exporting or otherwise dealing in all fabrics and such other fibrous substances and preparations and manufacturers of and dealers in cotton, silk, woollen, linen, hemp, jute, rayon, nylon, artificial silk and such other yarn and all kinds of woven, synthetic and synthetic blended textiles manufactured from such yarn.
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- To carry on the business as manufacturers of and dealers in industrial machinery bearings, speed reduction units, pumps, machine tools, agricultural machinery and earth-moving machinery such as road rollers bull-dozers, dumpers scrappers, loaders, shovels and drag lines and light engineering goods such as cycles and sewing machines.
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- To carry on the business as manufacturers, importers, exporters of or dealers in ferrous or non-ferrous metal goods, iron and steel, aluminium, brass, tin, nickel, special steels and their products.
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- To carry on business as manufacturers, stockists, importers and exporters of and dealers in engineering drawing sets, buildersrequisites, steel rules, measuring tapes, cutting tools, hand tools, precision measuring tools, machine tools, garage tools, hardware tools, instruments, apparatus and such other allied machinery, plant, equipment and appliances thereof.
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- To carry on the business as manufacturers, stockists, importers and exporters of and dealers in bolts, nuts, nails, hooks and such other hardware Items of all types.
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- To carry on business as manufacturers, stockists, importers and exporters of and dealers in forgings, castings, stampings of all metals, machinery parts, moulds, press tools, jigs, fixtures and compression moulding steel products and automobiles parts.
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- To carry on business as manufacturers, stockists, importers, exporters and repairers of and dealers in dynamos, motors, armatures, magnets, batteries, conductors, insulators, transformers, converters, switch-boards, cookers, engines presses and all types of insulating materials.
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- To carry on the business as manufacturers, stockists, importers and exporters and or dealers in wearable and unwearable fabrics, high density polyethylene and polypropylene, woven sacks and tarpaulines.
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- To carry on business as manufacturers of and dealers in and as stockists, Importers and exporters of packing materials, jointing and belting materials, asbestos materials and fibres, insulation materials and welding fluxes, cartons, containers, boxes and cases made of paper, boards, wood, glass, plastic, pulp, cellulose films, polyethylene rubber metals, metal foils, gelatine, tin, flexible,
treated and laminated or such other materials related thereto.
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- To carry on business as manufacturers of and dealers in and as stockists, Importers and exporters of bottles, jars, fibrite boxes, corrugated containers, aluminium foils of all types, wooden drums, packing cases, rods, wires, ropes, strips, conductors, equipment required for generation, distribution and transmission of electric energy, cables, motors, fans, lamps, furnaces, batteries and accumulators.
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- To sell, breed, import, export, improve, prepare, deal and trade in cattle, bird, poultry game, live and dead-stock of every description, eggs, pork-pies, sausages pickles, spices, sauces, jams, jelly, custard, prawn, potted meats, macoronl, spaghetti, table delicesies, bread, biscuits, wine biscuits and such other formentitious goods and products, cocoa, confectionery, cakes and buns.
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- To carry on the trades and the business of meal manufacturers, dealers in consumable stores and provisions of all kinds, food stuffs, grains, flour, seeds, fodder, cane, oils, corn, wheat, wheat products, stores, vegetable oils, ghee and vanaspati, products.
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- To carry on the business as manufacturers of and dealers in and importers and exporters of leather and raw hides and skins.
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- To carry on the business as manufacturers of and dealers in or as stockists, importers and exporters of plastic, synthetic resins, polymer products and chemicals required for the manufacture, processing and fabrication of plastics and similar, other such products, tubes, pipes, sheets, films, whether moulded, extruded casted, formed or foamed.
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- To purchase, hold and acquire mines, mining leases, mining rights, mining claims and mulifarious land to explore, work, exercise, develop and turn to account all sorts of major and minor minerals, working of deposits of all kinds of minerals, and subsoil materials and to crush, win, set, quarry, smelt, calcine, refine, dress, amalgamate, manipulate and prepare for the market, metals and mineral substances of all kinds.
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- To produce, manufacture, trade, deal in and dispose of alkalies, dyes, acids, gases, compounds, fertilizers, chemical products of every nature and description, Intermediates, derivatives, all types of floatation reagents, wetting agents, Insecticides, fumigates, dyestuffs, catalytic agents, direct colours, basic colours, pigments, drugs, biologicals, pharmaceuticals, serums, vitamin products, harmones and products derived from phosphate mines, limestone, quarries, bauxite mines petroleum, natural gas and such other natural deposits useful or suitable in the manufacture of chemicals and chemical products and to undertake the business of spraying of pesticides.
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- To manufacture, generate, produce, sell, dispose to and deal in industrial gases, domestic gases for heating and lighting, gas, steam,
heat light or any other such motive power obtained by incinerating, burning forest refuse, wood and plants.
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- To manufacture, buy, sell, lease, import, export, alter, improve, manipulate, prepare for market, exchange, install, repair, service, let on hire and deal in all kinds of, surgicals, X-ray units, X-ray equipments, telecommunication machines, business machines intercoms, teleprinters, dictating and recording machines, broad- casting apparatuses, loudspeakers, radios, autoradios, reverberators, tape-player, cassette tapes, headphones, stereo complex speakers, radio control equipments, cameras, binoculars microscopes, projectors, telescopes television sets, refrigerators, airconditioners, coolers, radars, computers and their spare parts.
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- To procure or develop and supply technical know-how for the manufacture or processing the installation or erection of machinery or plant in the working of mines, oil wells or such other sources of mineral deposits or in search for on discovery of testing of mineral deposits or in carrying out any operations relating to agriculture animal husbandry, dairy or poultry farming forestry or fishery or rendering services in connection with the provision of such technical know-how.
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- To deal in foreign exchange, subject to approval of appropriate authorities.
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- To organise and carry on the business of advertisers, advertising agents, and consultants and to organise propaganda and advertising compaigns by means of press advertisement, pamphlets, handbills, circulars, advertisement reels, posters, cinema slides or by any other such means or through the means of radio television or any other such media of all types.
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- To undertake and execute, in India or in any part of the world, turn-key projects for electrical installations, air-conditioning, refrigeration, heating, cooling, ventilations, humidification, sanitary, thermal and accoustic Insulation work.
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- To carry on the business as manufacturers, traders, importers andexporters of and dealers in all kinds of carpets and floor coverings, whether made of woollen, cotton, synthetic or such other fibres of fibrous materials of all types.
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- To carry on the business as traders, importers and exporters to and dealers in cotton, and jute, whether raw, semi-processed or processed and all kinds of cotton and jute goods.
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- To carry on the business as shares and stocks broker and to buy, sell and deal in all kinds of share, stocks, securities, bonds, debenture, units and such other instruments of all types.
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- To carry on the business of public transporters and to ply all types of commercial vehicles such as Trucks, Tempos and pick up vans for carrying goods or passengers anywhere in India.
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- To carry on the business as importers, exporters, agents, distributors, stockists, contractors, suppliers, dealers of any kind and to act as manufacturers, representatives, agents, brokers, commission agents and merchant of commodities, articles products and merchants of any kind or nature.
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- To carry on the business of importers, exporters, dealers, traders, manufacturers of trailers, earthmoving equipments, canal equipments, fuel injection equipments and Machine tools and such other allied products thereof.
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- Subject to the approval of RBI under RBI Act, 1934 as amended by RBI (Amendment) Act, 1997, to purchase or otherwise acquire, maintain, sell, lease, finance and give on hire purchase or instalments all kinds of plants, machinery, vehicles (motorised or otherwise) marine engines and vessels, hotel equipments, medical equipments, air conditioners, air conditioning plants, cooling equipments, computer, construction machinery, furniture and fixtures, electronics equipments, household equipments and other appliance, musical instruments, immovable or movable property and any other equipments or assets that the company may think fit.,
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- To carry on the business of and render & provide services as commission agents, selling & purchasing agents, brokers, manufacturers, representatives or agents, stockists, distributors and agents to any person, firm or company.
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IV. The liability of the Members is Limited.
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2 V. The Authorised share capital of the company is Rs. 30,00,00,000/- (Rupees Thirty Crore) divided into 3,00,00,000/- (Three Crore) Equity Shares of Rs.10/- (Rupees Ten) each.
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- The Authorised Share capital of the Company was increased from Rs.1,00,00,000 to Rs. 20,00,00,000 vide ordinary resolution passed in the General meeting held on 18 August, 2017.
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- The Authorised Share capital of the Company was increased from Rs. 20,00,00,000 to Rs. 30,00,00,000 vide ordinary resolution passed by the Members of the Company on 13 th April, 2019 by way of Postal Ballot.
CERTIFIED TRUE COPY FOR ONE POINT ONE SOLUTIONS LTD.
Director (DIN -07023712) Place: Mumbai
| Sr.No. |
Name, Address,Description and Occupationof each Subscriber |
Number ofEquity Sharestaken by eachSubscriber |
Signature0 fSubscriber |
Signature, Name,Address, Descriptionof Witness |
| 1.1 |
Asha R. SabooW/o Sh. Radheshyam SabooTI-14, Heeramani Ratan Co.,H S G Society,Bangur Nagar, Goregaon(W),Mumbai - 400 090.(Maharashtra)Occ: Business |
3330(ThreeThousandThreeHundredThirty) |
$Sd/-$ |
|
| 2. |
Shantilal L. SalechaS/o Sh. Laxmichand Salecha98/18, Om Subh Labh C.H.S.,Jawahar Nagar, Road No. 10,Goregaon (W),Mumbai - 400 062.Occ: Business |
3330(ThreeThousandThreeHundredThirtyOnly) |
$Sd/-$ |
Oshiwara, Andheri (West), Mumbai - 400053Occ: Practising Chartered Accountant51A, 1st Floor, Heera Panna ComplexS/o Shri Gautam Chand JainDeepak Jain$\overline{a}$Witness toPS 1 |
| 3. |
Dinesh JainS/o Sh. Bhabhutmal JainB/605, Vijay Park,Near Balashram,Mathuradas Ext. Rd.,Kandivli (W),Mumbai - 400 067. |
3340(ThreeThousandThreeHundredFortyOnly) |
$Sd/-$ |
|
| ÿ |
Occ: BusinessTOTAL |
10,000(TenThousandOnly) |
|
|
|
|
|
|
|