shiva medicare limited · 2013-05-27 · shiva medicare limited, was incorporated under the...
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SHIVA MEDICARE LIMITED
Flat No.4, Navneeth Villa Appts, 3-6-521/A, Himayat Nagar, Hyderabad-29
+91-40-27660781, Fax: +91-40-27660782,
Web: www.i41.in e-mail: [email protected]
INFORMATION MEMORANDUM OF
M/S.SHIVA MEDICARE LIMITED, HYDERABAD
TABLE OF CONTENTS
SL.NO. TOPIC Page
no.
1 General information 2
2 Capital Structure 3
3 History 3
4 Business 3
5 Board of Directors and Management 4
6 Director Profile 4
7 Group Companies 5
8 Other companies 5
9 Financial Information 6
10 Status of Corporate Governance Compliance 5
11 Outstanding Litigations and defaults of Promoters Directors of
the other Group Companies
5
12 Government approvals 5
13 Other Regulatory Disclosures 5
14 Dividend Policy 29
15 Main Provisions of the Articles of Association 12
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INFORMATION MEMORANDUM OF M/S. SHIVA MEDICARE LIMITED, HYDERABAD
1. GENERAL INFORMATION
Name of the Company SHIVA MEDICARE LIMITED
ISIN No. of the Company CDSL No.INE875N01010
Regd. Office Address,
Phones and Fax Nos.
of the Company
Flat No.4, Navneeth Villa Appts,
3-6-521/A, Himayat Nagar, Hyderabad-
29
+91-40-27660781,
+91-40-27660782,
Correspondence Address,
Phones and Fax Nos. of the Company
Flat No.4, Navneeth Villa Appts,
3-6-521/A, Himayat Nagar, Hyderabad-
29
+91-40-27660781,
+91-40-27660782
Name of Compliance Officer of the
Company
Telephone Nos of the Compliance Officer
Fax Nos of the Compliance Officer
E-mail ID of the Compliance Officer
Mr.Amit Jain
011-41530502
011-2384 5054
Name of Company Practicing -Secretary of
the Company
Telephone Nos of the Company Secretary
Fax Nos of the Company Secretary
E-mail ID of the Company Secretary
Ms. RENUKA POTHUKUCHI
040-23418079
Name of the Executive Director of the
Company
Mr Amit Jain
Name of the Managing Director of the
Company
Mr Amit Jain
Registrar and Transfer Agents of the
Company (if In-house mention –
INHOUSE)
Address of the Registrar and Transfer
Agents (if In-house provide the address for
correspondence by investors)
Cameo Corporate Services Ltd
Subramanian Building No 1, Club
House Road,Chennai,Tamil
Nadu,600002
044 - 28460390 ,
Whether /common Agency appointed for
share transfers by the Company (Yes / No)
Yes – as above
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2. CAPITAL STRUCTURE
SHARE CAPITAL
AUTHORISED
1,00,00,000 Equity Shares of Rs.10/- each
ISSUED SUBSCRIBED & PAID UP
6356170 Equity Shares of Rs.10/- each
fully paid up
Less: Forefeited (86100 shares Of Rs5/-
Paid up forfeited)
As on 31.03.2013
Rs.10,00,00,000
Rs. 6,35,61,700
Rs. 4,30,500
TOTAL 62,70,070 Shares of Rs10/- fully paid up
Rs. 6,27,00,700
3. History
SHIVA MEDICARE Limited, was incorporated under the Companies Act 1956 as SHIVA MEDICARE Limited on with the Registrars of companies, Delhi on 2ndDecember, 1991. The company is promoted by Sri Pramod Jain and group forms part of Jain group of concerns based at Delhi. The company has started its Business in manufacturing of Latex Gloves. Company was exporting its goods to US but due to default of one of its leading customer and subsequent pressure from Banks company closed its operations since 2005 and all its assets have been auctioned and sold in order to settle all secured creditors. The company is planning of renovation, for the exports, up gradation as per the World Health Organization GMP Standards, European Standards, USFDA Standards and other developed countries in the world.
4. BUSINESS
Manufacturing of Rubber Latex Gloves.
5. BOARD OF DIRECTORS AND MANAGEMENT
Sri.Amit Jain – Managing Director Sri Gagan Lamba – Independent Director
Sri Durgaprasad Kolapalli – Independent Director
Sri John Wilson Babu – Independent Director
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6. Directors Profile
6.1
a. Name Shri Amit Jain b. Designation Promoter
c. Date of Birth 19/02/1979 d. Educational Qualifications Bachelors of Science e. Experience After completing his studies, he has joined in the family Business and mainly looking after the Overall managerial, production and administrative aspects of the group concerns.
6.2 a. Name Shri Gagan Lamba b. Designation Independent Director c. Date of Birth 10-04-1988 d. Educational Qualifications Graduate in Commerce e. Experience He is expert in marketing and EXIM functions
6.3
a. Name Shri Durgaprasad Kolapalli b. Designation Independent Director c. Date of Birth 02-06-1962 d .Educational Qualifications Graduate in Commerce e. Experience He has vast experience in accounts and taxation.
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6.4 a. Name Shri John Wilson Babu b. Designation Independent Director c. Date of Birth 10-06-1977 d .Educational Qualifications P.U.C. e. Experience He has vast experience in General Affairs
and liaison with bankers.
8 Group Companies
We have no group companies
Subsidiary Company
No
9 Other Group Companies
We have no group companies
10 Status of Corporate Governance Compliance
We have fulfilled all compliance of corporate governance.
11 Outstanding Litigations and defaults of Promoters Directors or the other Group
of Companies.
No
12 Outstanding Litigations against the Company.
Company has been made party to a suit in High Court of Madras for dispute
pertaining to property tax. The company has sold its land to M/s. Cognizant
Technology in year 2005 and there is a dispute between Chennai Corporation Land
Revenue dept and CTS.
13 Government approvals
NA
.
Other Regulatory Disclosures
Financial Information
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Balance Sheet of Shiva
Medicare Limited ------------------- in Rs. Cr. -------------------
Mar '12 Mar '11 Mar '10
12 mths 12 mths 12 mths
Sources Of Funds
Total Share Capital 6.27 6.31 6.31
Equity Share Capital 6.27 6.31 6.31
Share Application Money 0.00 0.00 0.00
Preference Share Capital 0.00 0.00 0.00
Reserves -7.28 -7.31 -7.29
Revaluation Reserves 0.00 0.00 0.00
Networth -1.01 -1.00 -0.98
Secured Loans 0.00 0.00 0.00
Unsecured Loans 0.85 0.60 0.60
Total Debt 0.85 0.60 0.60
Total Liabilities -0.16 -0.40 -0.38
Mar '12 Mar '11 Mar '10
12 mths 12 mths 12 mths
Application Of Funds
Gross Block 0.00 0.00 0.00
Less: Accum. Depreciation 0.00 0.00 0.00
Net Block 0.00 0.00 0.00
Capital Work in Progress 0.00 0.00 0.00
Investments 0.00 0.00 0.00
Inventories 0.00 0.00 0.00
Sundry Debtors 0.00 0.00 0.00
Cash and Bank Balance 0.00 0.00 0.00
Total Current Assets 0.00 0.00 0.00
Loans and Advances 0.14 0.01 0.01
Fixed Deposits 0.00 0.00 0.00
Total CA, Loans & Advances 0.14 0.01 0.01
Deffered Credit 0.00 0.00 0.00
Current Liabilities 0.30 0.40 0.39
Provisions 0.00 0.00 0.00
Total CL & Provisions 0.30 0.40 0.39
Net Current Assets -0.16 -0.39 -0.38
Miscellaneous Expenses 0.00 0.00 0.00
Total Assets -0.16 -0.39 -0.38
Contingent Liabilities 0.04 0.04 0.04
Book Value (Rs) -1.62 -1.56 -1.54
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Profit & Loss account of
Shiva Medicare ------------------- in Rs. Cr. -------------------
Mar '12 Mar '11 Mar '10
12 mths 12 mths 12 mths
Income
Sales Turnover 0.00 0.00 0.00
Excise Duty 0.00 0.00 0.00
Net Sales 0.00 0.00 0.00
Other Income -0.02 0.00 0.00
Stock Adjustments 0.00 0.00 0.00
Total Income -0.02 0.00 0.00
Expenditure
Raw Materials 0.00 0.00 0.00
Power & Fuel Cost 0.00 0.00 0.00
Employee Cost 0.00 0.00 0.00
Other Manufacturing Expenses 0.00 0.00 0.00
Selling and Admin Expenses 0.00 0.00 0.00
Miscellaneous Expenses 0.03 0.01 0.02
Preoperative Exp Capitalised 0.00 0.00 0.00
Total Expenses 0.03 0.01 0.02
Mar '12 Mar '11 Mar '10
12 mths 12 mths 12 mths
Operating Profit -0.03 -0.01 -0.02
PBDIT -0.05 -0.01 -0.02
Interest 0.00 0.00 0.00
PBDT -0.05 -0.01 -0.02
Depreciation 0.00 0.00 0.00
Other Written Off 0.00 0.00 0.00
Profit Before Tax -0.05 -0.01 -0.02
Extra-ordinary items 0.02 0.00 0.00
PBT (Post Extra-ord Items) -0.03 -0.01 -0.02
Tax 0.00 0.00 0.00
Reported Net Profit -0.02 -0.01 -0.02
Total Value Addition 0.03 0.01 0.02
Preference Dividend 0.00 0.00 0.00
Equity Dividend 0.00 0.00 0.00
Corporate Dividend Tax 0.00 0.00 0.00
Per share data (annualised)
Shares in issue (lakhs) 62.70 63.56 63.56
Earning Per Share (Rs) -0.04 -0.02 -0.03
Equity Dividend (%) 0.00 0.00 0.00
Book Value (Rs) -1.62 -1.56 -1.54
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REPORT ON CORPORATE GOVERNANCE as on 31/03/2012 1. Company’s Philosophy on Corporate Governance
The Company philosophy on the code of Corporate Governance is: (i) To ensure that adequate control system exists to enable the board to effectively
discharge its responsibility to all the shareholders of the company. (ii) To ensure that the decision making process is fair and transparent. (iii) To ensure that the fullest commitment of the Management and the board to the
maximization of shareholders value. (iv) To ensure that the employees of the company subscribe to the corporate values and
apply them in their conduct and to ensure that the company follows globally recognized Corporate Governance practices.
2. Board of Directors:
(i) Composition: The details of composition and categories of Directors are:
Name Category Desig No.of No. of Whether No. of No. of nation Meetings Meetings Attended Director Member
held Held Attended
Last AGM ships in ships in
(Y/N) other other
Boards committees
Sri Amit Jain Executive
Director Director 5 5 Yes 2 Nil
Sri P. Vishalakshan Non-Executive Director 5 3 Yes
0 Nil
Director
Mr Gagan Lamba
Non-Executive Director Director 5 5 Yes 0 Nil
Meeting of Board of Directors During the Financial Year 2010-11 Board of Directors met on the following dates: 22nd May 2011, 21st July 2011, 23rd October 2011, 31st January 2012 and 24th March 2012. Code of Conduct The Code of Conduct of Shiva Medicare Limited is applicable to Directors, Senior Management Team and employees of the Company. The Code of Conduct is available on Company’s website www.i41.in All the members of the Board and Senior Management Personnel have affirmed compliance to the code as on 31st March 2012. The Declaration of Managing Director regarding compliance with Code of Conduct by Directors and Senior Management Personnel is attached to this report.
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3. Audit Committee: As a measure of good Corporate Governance and to provide assistance to the Board of Directors in fulfilling the Board’s oversight responsibilities, an Audit Committee has been constituted consisting of two Independent Directors and one Executive Director as sub-Committee to the Board and considers the terms of reference as stipulated under Clause 49 of the Listing Agreement:
Composition and other details: The Audit Committee of the Company was constituted with two Independent Directors and one Executive
Director viz., Chairman - Sri Amit Jain - Director (Executive) Member - Sri P. Vishalakshan - Independent Director
Member - Sri Gagan Lamba - Independent Director During the year the Audit Committee met 4 times on the following Dates: 22nd May 2011, 21st July 2011, 23rd October 2011 and 31st January 2012. Attendance of the Directors in the Audit Committee Meeting: Name of the Director No. of Meetings Held No. of Meetings attended
Sri Amit Jain 4 4 Sri P. Vishalakshan 4 2 Sri Gagan Lamba 4 4
4. Remuneration Committee: a) Composition, Name of the Chairman and members:
Sri P. Vishalakshan
Sri Amit Jain Sri Gagan Lamba
b) The Terms of reference stipulated by the Board to the Remuneration Committee To formulate a remuneration policy and approve the remuneration or revise the remuneration payable to the Directors. The remuneration policy of the Company is directed towards motivating and retaining the senior officers of the Company by rewarding performance.
5. Share Holders/ Investors Grievance Committee
a. Constitution: The shareholders grievance committee was constituted by the Board of Directors in accordance with the requirement of clause 49 of the listing agreement.
b. Composition: The composition of the Committee is as follows
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Chairman - Sri Gagan Lamba - Director Member - Sri P. Vishalakshan - Director
Member - Sri Amit Jain - Director c. Functions: The functions of the committee are as follows: oversees
(i) Share Transfer with in stipulated time. (ii) Non-receipt of Dividends, if any. (iii) To consider Replacement of lost/stolen/mutilated share certificates. (iv) Non-receipt of rights/bonus/share certificates. (v) Other related issues.
6. GENERAL BODY MEETINGS
a. Details of Location and Time of holding the last three Annual General Meetings.
September 29, 2009 D-110, Kamla Nagar Delhi-110007
11.00 AM
Nil
September 25, 2010 D-110, Kamla Nagar Delhi-110007
11.00 AM
Nil
September 30, 2011 D-110, Kamla Nagar Delhi-110007
11.00 AM
Nil
b. Details of Special Resolution passed through Postal ballot during the year: Transfer of Register office from State of UT Delhi to State of Andhra Pradesh.
7. Disclosures (a) RELATED PARTY TRANSACTIONS: Details related party transactions during the
year 2011-12 has been mention in Notes to The Balance sheet Refer Note 2.15 8. MEANS OF COMMUNICATION:
a. In compliance with the requirements of Listing Agreement, the Company regularly intimates Un-audited as well as audited financial results to the Stock Exchange immediately after they are taken on record by the Board.
b. The Management Discussion and Analysis Report is part of this Annual Report
9. GENERAL SHAREHOLDERS INFORMATION:
(a) Annual General Meeting: Date & Time : 17th August, 2012 at 11.00 A.M
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Venue : D-110, Kamla Nagar Delhi-110007
. (b) Financial Year - April – March
(c) Date of Book Closure : 11th August 2012 to 17th August 2012
(Both Days inclusive)
(d) Listing on Stock Exchange : The Equity Shares of the company are listed on:
The Bombay Stock Exchange, Mumbai, Phiroze Jeejeebhoy Towers
Dalal Street, Mumbai – 400 001. Scrip Code: 524602 DSE Ltd & MSE Ltd(Applied for Delisting)
(e) Registrars & Transfer Agents: Share Transfers & Communication regarding Share Certificates and Change of address, etc,
Cameo Corporate Services Ltd Chennai Unit: Shiva Medicare Limited
(f) The listing fee for the year 2011-12 has been paid to Bombay Stock Exchange Ltd.
SHARE TRANSFER SYSTEM: Presently share transfers which are received in physical form are processed and the share Certificates returned within a period of 15 days from the date of receipt subject to the documents being valid and complete in all respects. The Company has as per SEBI Guidelines offered the facility of DEMAT.
Buy-back of shares:
The Company has not proposed buy-back of shares during the year. For any query on Annual Report
To The Secretarial Department:
SHIVA MEDICARE LIMITED,
Flat No.4, Navneeth Villa Appts,
3-6-521/A, Himayat Nagar,
Hyderabad-500 029
Ph No. +91-40-27660781, Fax: +91-40-27660782,
Email: [email protected],
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SHIVA MEDICARELIMITED Flat No.4, Navneeth Villa Appts, 3-6-521/A, Himayat Nagar, Hyderabad-500 029
Ph No. +91-40-27660781, Fax: +91-40-27660782,
Email: [email protected], MAIN PROVISIONS OF THE ARTICLES OF ASSOCIATION 1] “The Company” means SHIVA MEDICARELIMITED. 2] “Chairman” means the chairman of the Board of Directors for the time being of the Company. 3] “Dividend” includes bonus paid in cash. 4] “The Seal” means the Common seal of the Company. 5] “Member” means the duly registered holder of the shares from time to time as owner or first owner of any shares in the company. 6]”Office” means the Registered Office for the time being of the Company. 7] “Paid-up” includes credited as paid up. 8] “Person” includes corporation, societies and individuals. 9] “The Registrar” means the Registrar of Companies having jurisdiction over the Company. 10] “Secretary” includes a temporary or assistant secretary and any person or persons appointed by the Board to perform any of the duties of a Secretary subject to Section 383 A of the Act. 11] “In Writing” or “Written” includes printing lithography and other modes of representing or reproducing words in a visible form. 12] “Year” means the calendar year and “Financial year” shall have the meaning assigned thereto under section 2(17) of the Act. 13] “Marginal Notes” used in these Article shall not effect the construction or interpretation hereof. 14] “Directors” or “The Board” means the Managing Director for the time being of the company and includes a joint or deputy Managing Director.
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15] “Managing Director” means the first Directors or Director for the time being of the Company or the Director assembled at the meeting of the Board as the case may be. 16] “Executive Director and /whole time Director” means any Director of the Company (by whatever name called) who is in the whole time employment of the company.
FORFEITURE OF SHARES
1) If any member fails to pay any call, installment or any interest there of or any amount whatsoever due to the Company, on or before the day appointment for payment of the same, whether demanded or nor by the Company, the Board may, at any time thereafter and during such time as the call, installment, interest or such amount remains unpaid serve a notice on such member or any person, if any, entitled to the share by transmission requiring him to pay the amount due, together with any interest that may have accrued and all expenses that the Company may have incurred by reason of such non-payments.
2) The notice aforesaid shall name a day not being less than fourteen days from the date of notice and place or places on and at which such call or installment and interest and express as aforesaid are to be paid the notice shall also state that in the event of nonpayment on or before the day, at or before the time and at the place appointed, the share in respect of which the call was made or installment is payable including the amount already paid on that share will liable to be forfeited.
3) If the requirements of the notice as aforesaid are not complied with any shares in respect of which such notice has been given may at any time thereafter before payment of calls, installments, interest and expenses due in respect thereof, be forfeited by a resolution of the board of that effect, such, forfeited shall include all dividends declared in respect of the forfeited shares and not actually paid before forfeiture.
4) The forfeiture of a share shall involve the extinction of all interest in and also of all claims and demands against the Company in respect of that share and all other rights incidental to the share except only such of those rights as are expressly saved by these Articles or by a Resolution of the Board.
5) Any share so forfeited shall be deemed to be the property of the company and may be sold, re-allotted or otherwise disposed of, either to the original holder thereof or to any other person, upon such terms and in such manner as the Board shall think fit.
6) The Board may at any time before any share so forfeited notice of the forfeiture shall
be given to the member in whose name it stands immediately prior to the forfeiture, an entry of the forfeiture with the date there of shall forthwith be made in the register of Members but no forfeiture shall be in any manner invalidated by any omission, neglect
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to give such notice or to make any such entry as aforesaid. 7) When any share shall have been so forfeited, notice of the forfeiture shall be given to
the member in whose name it stand immediately prior to the forfeiture, and entry of the forfeiture with the date thereof shall forthwith be made in the register of Members but no forfeiture shall be in any manner invalidated by any omission on neglect to give such notice or to make any such entry as aforesaid.
8) A person whose shares have been forfeited shall cease to be a member in respect of the forfeiture shares but shall not withstanding forfeiture remain liable to pay to the Company all monies which, at the date of forfeiture, were presently payable by him to the Company in respect of the shares, together with interest therein from the time of forfeiture until payment, at such rate as may be determined by the Board from time to time and the Directors may enforce the payment thereof, without any deduction or allowance for the value of the shares at the time of forfeiture but shall not be under any obligation to do so.
9) The liability of such person shall cease if and when the company shall have received payment in full of all such monies in respect of the shares.
10) The Company may receive the consideration if any. Given for the shares on any sale or disposal thereof and may execute transfer of the shares in favor of the person to whom the share if sold or disposed of.
TRANSFER AND TRANSMISSION OF SHARES
1) The Company shall not register a transfer of share; in or debentures of the
company, unless a proper instrument of transfer duly stamped and executed by or on behalf of the transferee and specifying the name, address and occupation, if any of the transferee, has been delivered to the Company along with the certificate relating the shares or debentures or if any such certificates is not existing along with a letter or allotment of the shares of the debentures and any other evidence that the Board may require to prove the title of the transferor and his right to transfer the shares or debentures. The transferor shall remain the holder of such share until the name of the transferee is entered in the register in respect thereof.
2) The instrument of transfer shall be in such form as is prescribed in Section 108(1-A) of the Companies Act,1956. The instrument of transfer shall be in writing and all the provisions of Section 108 of the Act and of any statutory modification thereof for the time being shall be duly complied with in respect of all transfers of shares and registration thereof.
3) Application for the registration of a share transfer may be made either by transferor or the transferee provided that where such application is made by the transferor, on registration shall, in the case of partly paid share, be effected unless the company gives notice of the application to the transferee in the manner prescribed by Section 110 of the Act., and subject to the provisions of these Articles the
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Company shall unless objection is made by the transferee within two weeks from the date of receipt of the notice, enter register the name of the transferee in the same manner and subject to the same conditions as if the application for registration of the transfer was made by the Transferee.
4) Subject to the provisions of Section 111 of the Act, the Board, without assigning
any reason for such refusal, may within one month from 16th
day of which the instrument of transfer was delivered to the company, refuse to register any transfer of a share upon which the company has a lien and in case of shares not fully paid of the Board may refuse to register to a transferee of whom it does not approve. Provided that the registration of transfer of a share shall not be refused on the ground of the transferor being either alone or jointly with any other person or persons indebted to the Company on any account whatsoever.
5) Subject to the stock Exchange Regulations as may be altered from time to time, transfer of shares shall take place in marketable lots of 50 shares.
6) No transfer shall be made on partly paid shares to a minor or persons of unsound mind.
7) Every instrument of transfer shall be retained by the Company, but any instrument of transfer which the Board may refuse to register shall be returned to the person depositing the same. The Board may, subject to the provisions of the Share (Issue of Share Certificates) Rules, 1960, or any statutory modification thereof for the time being in force, wave the production of any certificate upon evidence satisfactory to them of its loss or destruction.
8) The Board may, be such means as they shall deem expedient, authorize, registration of transferees as share holders without the necessity of any meeting of the Directors for that purpose.
9) Subject to the provisions of Section 108 of the Act, in no case shall the Board be bound to enquire into the validity, legal effect or genuineness of any instrument of transfer produced by a person claiming transfer of any share in accordance with these Articles and whether they abstain from so inquiring, or do so inquire and are misled, the transfer or shall have no claim whatsoever upon the Company in respect thereof not paid but his claim, if any shall be against the transferee only.
10) If the Board refuses whether in pursuance of Article 33 or otherwise to register the transfer of any share, the Company shall, within two months from the date of which the instrument of transfer was lodged with the Company send to the transferee and the transferor notice of the refusal.
11) No shareholder who shall change his or her name shall be entitled to recover any dividend or to vote at any meeting until notice of the change of name shall have been
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duly given to the Company in order that the same be registered.
TRANSMISSION OF REGISTERED SHARES The executor or administration of deceased member (not being one of several joint holders) shall be the only person recognized by the Company as having any title to the share registered in the name of such member and in case of the death of any one or more of the registered joint-holders of any share, the survivor shall be the only person recognized by the Company as having any title to or interest in such share, but nothing herein contained liability on the share held by him jointly with any other person. Before recognizing any executor or administrator the Board may require him to obtain a Grant of probate or Letters of Administration or other legal representation, as the case may be from a competent Court in India and having effect in the State of Andhra Pradesh. Provided nevertheless that in any case where the Board in its absolute discretion; thinks fir it shall be lawful for the Board to dispense with the production of probate or letter of Administration or such other legal representation upon such terms as to indemnity or otherwise as the Board, in its absolute discretion, may consider adequate. Any committee or guardian of a lunatic or minor member or any person becoming entitled to hold or to transfer a share in consequence of the death or bankruptcy or insolvency of any member upon producing such evidence that he sustains the character in respect of which he proposes to act under this Article or his title as the Board thinks sufficient may, with the consent of the Board (which the Board may not be bound to give) be registered as a member in respect of such share, or may, subject to the regulations as to transfer herein before contained, transfer such share. This Article is herein after referred to as the “Transmission Article”. If any person who shall become entitled to be registered in respect of any share under Article 39 shall, for any cause whatsoever, within twelve calendar months after the event on the happening of which his tile shall occur, be registered in respect of such shares, or if in the case of death or any share-holder n o person shall, within twelve calendar months after such death be registered as a share-holder no person shall, within twelve calendar months after such death be registered as a share-holder no person shall, within twelve calendar months after such death be registered as a share-holder, the company may sell such shares either by public auction, or private contract and give a receipt for the purpose money and the purchase shall be entitled to be registered in respect of such shares and shall not be bound to enquire whether the events have happened which entitled the company to sell the same, and the net sale proceeds, after deducting all expenses and all monies if any, in respect of which the company is entitled to, a lien on the share so sold, shall be paid to the person entitled thereto. The company shall incur no liability whatsoever in consequence of its registering or giving effect to any transfer of shares made or purporting to be made by the legal-owner
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there of (as shown or appearing in the Register of Members) to the prejudice of any person or persons having or claiming any equitable right, title or in interest to or in the same share, notwithstanding that the company may have had notice of such equitable right, till or, interest or notice prohibiting registration of such, transfer, and the company shall not be bound or attend, or give effect to any notice which may be given to it or any equitable right , title or interest or notice prohibiting registration of such transfer and the company shall not be bound or required to regard, or attend, or give effect to any notice which may be given to it of any equitable right, title or interest or be under any liability whatsoever for refusing or neglecting to do so. The provisions of these Articles in regard to transfer shall, mutates mutandis apply to the transfer of or transmission by operation of law of the rights to the debentures of the company.
GENERAL MEETINGS
Apart from any other meetings, the General Meeting of the Company, shall be held
within such intervals as specified in Section 166(1) of the Act, and subject to the
provisions of Section 166(2) of the Act at such places and times as the Board may
determine. Any other meeting of the Company shall, except in the case where an
Extraordinary General Meeting is convened under the provisions of the following
Article be called "General Meeting". Each such General Meeting shall be called as
Annual General Meeting and shall be specified as such in the notice convening the
meeting.
A General Meeting may be called by the Board whenever it thinks fit and it shall, on the
requisition of such number of members as hold at the date of the requisition, not less
than one tenth of such of the paid up capital of the company as at the date of requisition
carried the right of voting in regard to the matter to be considered at the meeting
forthwith proceed to call an Extraordinary General Meeting and in the case of such
requisition, the provisions of Section 169 of the Act shall be applicable.
The requisition shall set out the matter for consideration for which the Meeting is to be
called and shall be duly signed by all the requisitionists and deposited at the Registered
Office of the Company. The requisition may consist of several document in like form
each signed by one or more requisitionists.
The Company shall comply with the provisions of Section 188 of the Act as to notice of
resolutions and circulations and circulations of the statement on the requisition of the
members.
If the Board does not, within twenty one days from the date of deposit of an authority
requisition in regard to any matter, proceed duly to call a meeting for the consideration
of those matters on a day not less than forty five days from the date of deposit of
requisition, the requisitionist or such of the requisitionists as represent either a
majority in value of the paid-up share capital held by all of them or not less than one
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tenth of such of the paid up share capital of the company as at that carries the right of
voting in regard to that matter, may by themselves convey the Meeting in the manner in
which such meetings are called for, but no such meetings shall be convened or held after
the expiration of three months from the date.
Meeting duly commenced before the expiry of three months as aforesaid may be
adjourned to a future date after the expiry of that period.
Any meeting called under the above Article shall be convened in the same manner or as
nearly as possible as that in which the meetings are to be convened, by the board and
shall be held at the Registered office of the company.
Except as provided in sub-Section (2) of Section 171 of the Act not less than twenty one
days notice shall be given of every General Meeting and the notice shall specify the
place, day and time of the Meeting and also shall contain a Statement of the business to
be transacted there at. If such business consists of "Special Business" there shall be
annexed to the notice a statement complying with Section 173(2) and (3) of the Act.
Notice of every meeting of the company shall be given to every member and to the
Auditors and to any other persons entitled to a share in consequence of the death or
insolvency of member in any manner hereinafter authorized for giving of such notice.
However, where. the notice of a General Meeting is given by way of advertisement in a
newspaper circulated in the neighborhood of the Registered office of the company, as
required under Section 53 of the Act, the statement of material facts referred to in
Section 173(2) need not be annexed to the notice but it shall be mentioned in the
advertisement that the statement has been forwarded to the members.
Any accidental omission to give notice to any member or its non-receipt; by any
member or other person to whom it should have been given shall not invalidate the
proceeding of the Meeting.
A General Meeting may be convened by shorter notice than that specified above, if
consent is accorded thereto, in the case of Annual General Meeting, by all the members
entitled to vote thereat and in other cases by the members of the company holding not
less than 95% of such part of the paid up capital of the company as gives a right to vote
at the meeting.
PROCEEDINGS AT GENERAL MEETINGS
The ordinary business of an Annual General Meeting shall be to receive and consider
Profit & Loss account, the Balance Sheet and the Report of the Directors and that of
the auditors to elect the director in the place of those who retire by rotation, to appoint
Auditors, and to fix their remuneration and also to declare dividends. As the other
business transacted at an Annual General Meeting shall be deemed to be special
business.
Five members present at the Meeting in person shall be the quorum for General
19
Meeting unless the requisite number of members sufficient to constitute quorum are
present at the time when the Meeting proceeds to business.
If within half an hour of the time appointed for holding a meeting the requisite number
of members sufficient to constitute quorum are not present, the meeting shall be
dissolved. In any other case the meeting shall stand adjourned to the same day in the
next week at the same time and place or to such other later day, time and place as the
Board may determine. If at the adjourned Meeting also the requisite quorum is not
present within half an hour from the scheduled time of holding the Meeting, the
members present shall form the quorum.
The Chairman of the Board of Directors or in his absence, the Managing Director shall
preside over every General Meeting as Chairman. If at any time"no such Chairman or
Managing Directors is present to chair the Meeting within fifteen minutes after the time
appointed for holding of the meeting or if either of them is unwilling to act as a
Chairman, the Directors present shall choose one of the Directors to be chairman of
the/meeting or if no Directors present shall choose one of the directors to be chairman
of the meeting or If no director is present or in the Directors present at the Meeting
decline to chair the Meeting. the members present shall elect one of themselves as
chairman of the Meeting.
Every question submitted to a Meeting shall be decided by a show of hands or by a poll
if so demanded by any five members entitled to vote and are present in person or
proxy; In the case of an equality of votes the Chairman shall both on show of hands and
at the pool have a casting vote in addition to the votes to which he may be entitled to as
a member.
At any General Meeting unless a poll is demanded by at least five members present in
person or by proxy and entitled to vote, a declaration by Chairman of a resolution have
been carried or carried by a particular majority and entry to that effect in the books
containing the minutes of the Meeting shall be conclusive evidence of the fact without
proof of the number or proportion of the votes given for or against such resolution.
The Chairman, may adjourn any General Meeting from time to time and from place to
place but no business shall be transacted at any adjourned Meeting other than the
business left unfinished at the Meeting from which the adjournment took place unless
due notice is given thereby.
If a poll demanded as afore mentioned, It shall be taken forthwith on the question of
adjournment or election of Chairman and in either case in such manner at such time,
not being later than forty eight hours from the time when the demand was made and at
such place as the chairman may direct, either at once or after an interval or
adjournment or otherwise, and the result of the pool shall be deemed to be the decision
of the Meeting on the resolution on which the pool was demanded.
a) When a poll is to be taken the Chairman shall appoint one or more scrutineers of
whom one shall be member (not being an employee of the company) present at the
Meeting provided that such a member is willing to be appointed to scrutinize the votes
20
in the poll and report to him thereon. The chairman shall have power, at any time
before the declaration of the results of the poll, to remove a scrutineers from office and
to fill the vacancy arising from such removal.
b) In a poll a member who is entitled to more than one vote or his proxy or other person
who is entitled to vote for him, need not, if he votes, use all his votes or cast the same
way all the votes he uses.
c) The demand of a poll shall not preclude the continuation of the meeting for the
Transaction or any business other than the question on which the pool has been
demanded.
d) The demand of a poll may be with drawn at any time before the poll is taken.
Subject to the provisions of the Act, the Chairman shall have the power to regulate the
manner in which a poll shall be taken and the results of the poll shall be deemed to be
the decision of the Meeting on the resolution on which the poll was taken. .
No objection shall be made to the validity of any vote whether given personally or by
proxy or by attorney except at the Meeting or poll at which such vote shall be tendered
and every vote, whether given personally or by proxy or by attorney, to which no
objection shall be made at such Meeting or poll, shall be deemed valid for all purposes
of such Meeting or poll whatsoever.
DIRECTORS
Until otherwise determined by General Meeting of the Company and subject to the
provision of Section 259 of the Act, the number of Directors (including Debenture
Alternate, special Co-opted, Nominated, Additional, Executive and Finance Director)
shall not be less than three and not more than twelve.
Whenever Directors enter into a contract, with any Government, central, State or Local,
any Bank or Financial Institution or any person or persons (hereinafter referred to as
“the appointer") for borrowing any money or for providing any guarantee or security
or for technical collaboration or assistance or for underwriting or entering into any
other arrangement whatsoever, the Directors shall have, subject to Section 255 of the
Act, the power to agree that such appointer shall have the right to appoint or nominated
by a notice in writing addressed to the Company one or more Directors for the Board
for such period and upon such conditions as may be mentioned in the agreement and
that such Director or Directors may not be liable to retire by rotation not required to
hold any qualification shares. The Directors appointed or nominated under this Article
shall be entitled to exercise and enjoy all or any of the rights and privileges exercised
and enjoyed by the Directors of the company including payment of remuneration and
traveling expenses to such Director or Directors as may be agreed by the Company with
the appointer.
If and when the Company shall issue debentures, the holders of such debentures, or if
21
and when the Company shall create mortgage of any property, the mortgagee or
Mortgagees to whom such property shall be mortgaged may have the right to appoint
and nominate and from time to time remove and re-appoint a Director or Directors in
accordance with the provision of the Trust Deed securing the said debentures or the
deed creating such mortgage etc., as the case may be. A Director so appointed under this
article hereinafter referred to as 'The Debenture Director" and that term shall have all
the rights and privileges of an ordinary Director of the Company except in so for as
otherwise provided herein or by the Trust Deed securing the debentures or the deed
creating the mortgages, as the case may be.
The continuing Directors of the Board may act not with standing any vacancy in the
body so that if the number falls below the minimum fixed, the Directors shall not, except
for the purpose of filling vacancies, act so long as the number is below the minimum.
Any casual vacancy occurring in the Board or directors may be filled up by the Board,
but the person so chosen shall be subject to retirement at the same time as if he had
become a Director on the day on which the Director in whose place he is appointed was
last elected a Director.
Any person whether a member of the Company or not may be appointed a Director of
the company and no qualification by way of share holding shall be required of any
Director.
Unless otherwise determined by the Company in a General Meeting, each Director shall
be entitled to receive out of the funds of the Company for his services in attending the
meetings of the Board or a committee of the Board, a fee not exceeding Rs.250/per
meeting of the Board or a committee of the Board attended by him. All other
remuneration, if any, payable by the company to each Director, whether in respect of
his services as a Managing Director or a Director in the whole or part time employment
shall be determined in accordance with the subject to the provisions of these Articles
and the Act. The Directors shall be entitled to be paid their reasonable traveling, hotels
and other expenses incurred in connection with their attending the Board and
Committee Meeting or otherwise incurred in the execution of their duties' as Directors.
If any director, who is willing and is called upon to perform extertion services or make
any special exertions in going or residing away from office main place of business for
any of the purposes of the Company or in giving special attention to the business of the
Company or as a member of the Company or as a member of the committee of the
Board then, subject to Sections 198,309,310 & 314 the Board may remunerate the
Director either by a fixed sum of money or by a percentage of profits or otherwise and
such remuneration may be in addition to or in substitution for any other remuneration
he is entitled to.
The office of the Director shall ipso facto become vacant in the circumstances set out in
Sections 283 of the Act.
No Director or other person referred to .in Section 314 maybe appointed to or hold any
22
office or place of profit under the Company or under any subsidiary of the company
except in accordance with the provisions of Section 314 of the Act.
A Director who is in any way, whether directly or indirectly concerned or interested in a
contract or arrangement entered into or to be entered into by or behalf of the Company
not being a contract or arrangement entered into or to be entered into between the
Company and any other Company where such Director or two or more of them together
holds/hold not more than two percent of the paid share capital in the other company
shall disclose the nature of his concern or interest at Meeting of the Board as required
by Section 299 of the Act. A general notice informing that he is a Director or a member
of any specified body corporate or firm and is to be regarded as such in any subsequent
contract or arrangement with that body corporate or firm shall be sufficient disclosure
as contemplated above and it
shall not be necessary to give special notice relating to any particular contract or
arrangement with such body corporate or firm provided such general notice is given at
Meeting of the Board of Directors or the Director concerned takes responsible steps to
secure that it is brought up and read at the first meeting of the Board after the notice is
given. He shall be bound to give from time to time and/or renew the notice as aforesaid
in the last month of each financial year of the company in respect of all bodies corporate
of which he is a Director or member and of all firms of which he is partner.
ROTATION OF DI RECTORS
(a) Not less than two thirds of the total number of Directors shall be persons whose
period of office is liable to determination by retirement of Directors by rotation.
(b) At every Annual General Meeting, one third of such of the Directors for the time
being are liable to retire or if their number is not three or a multiple of three then the
number closest to one third shall retire from office.
The Directors to retire by rotation at every Annual General Meeting shall be those who
have been longest in the office since their last appointment, but as amongst persons who
become Director on the same day, those who are to retire shall in default of and subject
to any agreement among themselves be determined by lot. A retiring Director shall be
eligible for re-election.
At the Annual General Meeting at which a Director retires as aforementioned, the
company may fill up the vacancy by appointing the retiring Director or some other
person thereto.
If the place of the retiring Director is not so filled up and the meeting has not expressly
resolved not to fill the vacancy, the meeting shall stand adjourned to the same day in
the next week at the same time and place of or if that day is public holiday, till the next
succeeding day which is not a public holiday at the same time and place. If, at the
adjourned meeting also, the place of the retiring Director is not filled up and that
meeting also has not expressly; resolved not to fill the vacancy, the retiring Director is
23
not filled up at that meeting also has not expressly resolved not to fill the vacancy,
retiring director shall be deemed to have been re-appointed at the adjourned meeting
unless.
i) At the meeting or at the previous meeting a resolution for the appointment of such
Director has been put at the meeting to vote and lost, or
ii) The retiring Director has by a notice in writing addressed to the Company or its
Board of directors expressed his unwillingness to be so recommended or re-
appointed: or
iii) A resolution whether special or ordinary; is required for his appointment or
reappointment under any of the provisions of the Act.
The Company may, subject to the provisions of Section 284 of the Act, by an ordinary
resolution pursuant to a special notice in that regard, remove any Director before the
expiry of his period of office. The Company may also, by an ordinary resolution, after a
special notice in that regard, appoint another person in the place of the Director so
removed, if such a Director has been appointed by the Company in General Meeting or
by the Board. The Director so appointed shall hold office until the date up to which the
original Director who was removed would have held office had he not been removed.
If any Director appointed by the Company in a General Meeting vacates before his
term of office has expired in the normal course, the casual vacancy so arising may be
filled up by the Board at any of its meeting, but any person, so appointed shall retain
his office so long only as the vacating Director would have retained the same. Provided
that the board may not fill such vacancy by appointing any person who has been
removed from the office of Director under the previous Article.
A person not being a retiring Director shall be eligible for appointment as Director at
any General Meeting unless he or some member intending to propose him as, not less
than fourteen days before the Meeting, left at the office a notice in writing in his hand
signifying his candidature for the office of Director or the intention of such members to
propose him as a candidate for that office as the case may be. The Company shall
inform its members of the candidature or person for the office of the Director of the
intention of a member to propose such person as a candidate as a candidate for that
office, by serving individual notices on the members not less than seven days before
such General Meeting.
Provided that it shall not be necessary for the Company to serve individual notices as
aforementioned if the Company advertises such candidature or intention not less than
seven days before the General Meeting in at least two newspapers circulating in the
place where the office is situated, of which on 1 e is published in English language and
the other in the Regional language of that place.
PROCEEDINGS OFTHE DIRECTORS
24
The Directors shall meet together atleast once in every three months and atleast four
such meetings shall be held every year for the dispatch of business. They may adjourn
or otherwise regulate their meetings and proceedings as they think fit. Notice of every
meeting of the Board shall be given in writing to every Director for the time being in
India, and his usual address in India to every other Director. Questions arising at any
meeting shall be determined by a majority of votes of the Directors presented and in
case of any equality of votes, the chairman shall have a second or casting vote except at
the re-election of a Chairman of the Directors. Unless otherwise determined from time
to time and at any time by the consent of the Directors for the time being in India,
meetings of the board shall take place at the office.
The Chairman or the Managing Director at any time and the Secretary shall upon the
request of the Chairman or the Managing Director may at any time. convince a meeting
of the board.
The Chairman of the board shall be elected by the Board of Directors from among their
numbers. The Chairman shall, subject to the provisions of the Act, be paid such
remuneration as the board may time to time determine. The Directors shall determine
the period for which is to hold office, if no such Chairman be elected or if, at any
meeting, the Chairman be not present within fifteen minutes of the appointed time for
holding the same, the Director present shall choose one of their number to be a
Chairman of such meeting.
The quorum for a meeting of the board of Directors shall be one third of its total
strength as defined in Section 287 of the Act, or two Directors which ever is higher,
provided that where at any time the number of Directors who are disqualified from
voting by reason of any other provisions of these Articles and Section 300 of the Act
exceeds of, is equal to two third of the said total strength the number of the remaining
Directors, that is to say, the number of Directors who are not interested, present at the
meeting being not less than two shall be the quorum during such time. If quorum shall
not be present within fifteen minutes from the time appointed for holding a meeting of
the board, the meeting shall be adjourned until such time and date as the Chairman
shall appoint.
A meeting of the board which quorum be present shall be competent to exercise all or
any of the authorities, powers and discretions by and under these Articles or the Act for
the time being fixed in or exercisable by the Board.
The board may, subject to the provisions of the Act, from time to time and at any time
delegate any of its power to a committee consisting of such Directors as it thinks it, and
may from time to time revoke such delegation. Any committee so formed shall in the
exercise of the powers so delegated, conform to any regulations that may from time to
time be made by the board. All acts done by any such committee in conformity with
such regulations and in fulfillment of the purpose of their appointment, but not
otherwise, shall have the like force and effect as if done by the board.
25
The proceedings at any meetings of any such Committee shall be governed by the
provisions herein contained for relating the meetings and proceedings of the Board so
far as the same are applicable thereto and are not superseded by any regulations made
by the board under the preceding Article.
All acts done in any meeting of the Board of Directors by a committee of Directors or by
any person acting as a director shall afterwards be discovered that there was some
defect in the appointment of such Directors or persons acting as aforesaid, or that any of
them were disqualified, be a valid as if no such vacancy had occurred and other such
person had been duly appointed and was qualified to be a Director. Nothing in this
Article shall be deemed to give validity to acts done by a director after his appointment
has been shown to the company to be invalid or to have terminated.
Save in such cases where a resolution is required under Sections 262,292,297,316,372(5)
and 386 of the Act, to be, a passed at a meeting of the board or committee of the Board,
as the case may be, a resolution shall be as valid and effective as if it had been passed at
a meeting of the board or Committee, as the case may be, duly called and constituted, if
the draft thereof in writing is circulated, together with the necessary papers, if any, to
all the Directors or to all the members of the committee of the Board as the case may be,
then in India (not being less in number than the quorum fixed for meeting of the Board
of Committee as the case may be) and to all other Directors or members of the
Committee at their usual address in India, and has been approved by such of them as
are them as are then in India or by a majority of such of them as are entitled to vote on
the resolution by affixing thereto signature in full.
a) The Company shall, in accordance with the provisions of Section 193 of the Act,
cause minutes to be kept by making with thirty days of the conclusion of every
General Meeting and of every pages consequently numbered, each page of every
meeting in such books being initialed or signed and the last page of the record of
proceedings of each meeting in such books being dated and signed, in the case of
minutes of proceedings of a meeting of the board or of a committee thereof, by the
chairman of the said meeting, of the chairman of the next succeeding meeting, and,
in the case of minutes of the proceedings of the General meeting by the chairman of
the same meeting with the aforesaid period of thirty days or in the event of the death
or liability of that chairman within that period, by a Director duly authorized by the
board for the purpose, provided that in no case shall the minutes of the proceedings
of a meeting be attached to any such books as aforesaid by pasting or otherwise.
b) The minute of each meeting shall contain a fair and correct summary of the
proceedings thereat. Provided that no matter need be included in any such minutes
which in the opinion of the Chairman of the meeting is, or could reasonably be
regarded as defamatory of any person or is irrelevant or immaterial of the
proceedings or it is detrimental to interests of the Company.
c) In the case of a meeting of the board or committee of the board the minutes shall
contain particulars of the names of the Directors present at each meeting of the
26
board/ Committee and in the case of each resolution passed at the meeting, the
names of the Directors if any, dissenting from. or not concurring with resolution.
The minutes shall also contain particulars of the officers made at any of the
meetings.
d) Minutes kept in the manner provided alone shall be evidence of the proceedings
recorded therein.
e) The minutes book of the General meetings of the company shall be kept at the
office and shall be open to inspection by all members during the office hours on such
business days as the Act requires them to be kept open for inspection.
GENERAL POWER OFTHE BOARD OF DIRECTORS
The Board if Directors shall be entitled to exercise ell such powers and to do all such
acts and things as the company is authorised to exercise and do:
Provided that the Board shall not exercise any power or do any act or things, which is
directed or required by the Act or any other provision of law or by the Memorandum of
Association of the company or these Articles, to be exercised or done by the company in
General Meeting.
Provided further that in exercising any such power or doing any such act or thing, the
Board shall be subject to the provision contained in the behalf of the Act or any other
provision of law or the Memorandum of Association of the company or these Articles or
in any regulation not in consistent there with duly made there under including
regulations made by the company in General Meeting.
No regulation made by the company in General Meeting shall invalid date any prior act
of the Board which would have been valid if that regulation had not beef made.
SPECIFIC POWERS OFTHE BOARD
With prejudice to the general powers, The Board shall have the following specific
powers.
a) To carry out the objects and exercise the powers contained in the clause III of the
Memorandum of Association of the company.
b) To have the superintendent, control and direction over Managing Director,
Managers, whole time Directors and all other officers of the company.
c) To delegate subject to the Act, by a resolution passes at a meeting, to any Committee
of Directors, Managing Director or the Manager of the company:
i) Power to borrow money otherwise than on debentures.
27
ii) The power to invest the funds of the company.
iii) The power to make loans.
Provided however that every resolution delegating the power in clause
(i) shall specify the total amount up to which monies may be borrowed by the delegate,
every resolution delegating .the power referred to in clause
(ii) shall specify the total amount upto which the funds may be invested and the nature
of investment which may be made, every resolution delegating the power in clause
(iii) shall specify the total amount upto which loans may be made, the purpose for
which the loans may be made, and the maximum amount of loans which may be
made for such purpose in individual cases: Provided further that nothing in this
regulation shall be deemed to affect the right of the company in General Meeting to
impose restrictions and conditions on the exercise by the Boards of any of the
powers specified above.
d) To provide for the management of the affairs of the Company, in any specified
locality in or outside India and to delegate, to person incharge of the local
management such powers (not exceeding those which are delegatable by the
Directors ;under these regulations).
e) To appoint at any time and from time to time by a power of attorney under seal, any
person or authorities to exercise such of powers delegated to them (not exceeding
those which are delegatable by the Directors under these presents) and for such
period and subject to such conditions as the Board may from time to time think fit,
with power for such attorneys, to sub-delegate all or any of the powers, authorities
and discretions vested in the attorney for the time being.
f) To acquire by lease, mortgage, purchase or exchange or otherwise any property,
rights or privileges which the company is authorised by acquire at any such price
generally on such terms and conditions as the Board may think fit and to sell, let,
exchange or otherwise dispose of absolutely or conditionally any property, rights or
privileges and undertaking of the company upon such terms and conditions and for
such considerations as they think fit, subject however to the restrictions imposed on
the Board by Act.
g) To open any account or accounts with such Bank or Banks may elect or appoint to
operate on such accounts, to make sign, draw, accept, endorse or otherwise execute
all cheques, promissory notes, drafts, hundies, orders, bills of exchange, bills of
lading and other discharges for money payable to the company and for the claims
and demands of the company to make contracts and to execute deeds, provided
however the provisions of the Act shall be complied with.
h) To appoint officer(s), clerks and servants for permanent temporary or special service
28
as the Board may from time to time think fit and to determine their powers and
duties and to fix their salaries and emoluments and to require security in such
instances and to such amount as the Board may think fit and remove or suspend any
such officers, clerks and servants.
i) To sanction, pay and reimburse to the officers of the company in respect of any
expenses incurred by them on behalf of the company.
j) To invest and deal with any of the monies of the company, to vary or release such
investments, subject to the provisions of the Act.
k) To refer claims or demands by or against the company to arbitration in accordance
with the provisions of the Act.
l) To institute, conduct, defend, compound or abandon any legal proceedings by or
against the Company or its Officers or otherwise concerning the affairs of the
companyand also to compound and allow time for payment of, satisfaction or any
debt due and of claims or demands by or against the company and to appoint
solicitors, Advocates, counsel and other legal advisers for such purposes or for any
other purposes and settle and pay their remunerations.
m) To act on behalf of the company in all matters in which the company is interested.
n) To pay and give gratuities, pensions and allowances to any persons including any
Director., to his widow, children or dependents, that may appear to the Directors
just or proper whether any such person, widow, children, or other dependents have
or not a legal claim upon the company and whether such person is still in the service
of company or has retired from its service, or to make contributions to any funds and
pay premiums for the purchase or provisions of any such gratuity pension or
allowance.
0) To establish, maintain, support and subscribe to any charitable or public object or
any society, institution, or club which may be for the benefit of the company or its
employees.
p) To set aside portions of the profits of the Company to form a fund or funds before
recommending any dividends for the objects mentioned above.
q) To make and alter rules and regulations concerning the manher of payment of the
contributions of the employees and the company respectively to any such fund and
accrual, employment, suspension and forfeiture of the benefits or the said fund and
the application and disposal thereof and otherwise in relation to the working and
management of the said fund as Directors shall from time to time think fit.
r) To exercise the powers conferred by the Act, with regard to having a seal for use
abroad.
29
s) To exercise the powers conferred on the company by the Act with regard to the
keeping of foreign registers.
t) To authorise any person to sell any goods or articles manufactured or produced by
the company or to purchase, obtain or acquire machinery, stores, goods or materials
for the purpose of the company, or to sell the same when no longer required for those
purposes.
u) To exercise other powers referred to under these regulations not specifically
mentioned in this regulation but referred to in other regulations in these Articles.
v) To determine by resolution from time to time the name of person or persons who
shall be entitled to do all or any of the acts mentioned in this regulations on behalf of
the company.
DIVIDENDS AND RESERVE
The Company in General Meeting may declare dividends but no dividends shall exceed
the amount recommended by the Board.
The Board may from time to time pay to the Members such as interim dividends as
appear to it to be justified by the profits of the company.
a) The Company shall transfer to a reserve such of percentage of its profits for the year,
as prescribed by Transfer of (Profits to Reserves) Rules, 1975 before declaring or
paying dividends out of profits of the current year.
b) The Board may also carry forward any profits which it may think prudent not to
divide.
c) Subject to the rights of the persons, if any, entitled to a share with special rights as to
dividends, all dividends shall be declared and paid according to the amounts paid or
credited as paid the share in respect where of the dividend is paid, but if and so long
as the holding is paid up on any of the shares in the Company, dividends may be
declared and paid according to the amounts of the shares.
d) No amount paid or credited as paid on a share in advance of calls shall be treated for
the purpose of this regulation as paid on the shares, and not in respect thereof confer
a right to dividend or to participate in the profits of the Company.
e) All dividends shall be apportioned and paid proportionately to the amounts paid or
credited as paid on the shares during the portions of the period in respect of which
the dividend is paid, but if any share is issued on terms providing that it shall rank
for dividend as from a particular date such share shall rank for dividend
accordingly.
The Board may deduct from any dividend payable to any member all sum of money if
30
any, presently payable by him to the company on account of calls or otherwise in
relation to the shares of the Company.
a) Any General Meeting declaring a dividend or bonus may direct payment of such
dividend or bonus wholly or partly by the distribution of specific assets and the
Board shall give effect to the resolution of the meeting.
b) Where any difficulty arises in regard to such distribution, the Board may settle ~he
same as it thinks expedient, and in particular may issue fractional certificates, and
fix the value for distribution of such specific assets or any part thereof and may
determine that cash payments shall be made to any member upon the footing of the
value so fixed in order to adjust the rights of all parties, and may vest and such
specific assets in trustees as may seem expedient to the Board.
c) Any dividend, interest or other monies' payable in cash in respect of shares may be
paid by cheque or warrant sent through the post directed to the registered address of
the holder or in the case of joint holders, to the registrar of members or to such
person and to such address as the holder or joint holders may in writing direct.
d) Every such cheque of warrant shall be made payable to the order of thei person to
whom it is sent.
e) Anyone of the two or more j<;>int holders of a share may give effectual receipts for
any dividends, bonuses or other monies payable in respect of such share.
f) Notice of any dividend that may have been declared shall be given to the persons
entitled to share there in the manner mentioned in the Act.
g) No dividend shall bear interest against the Company.
Any Annual General Meeting declaring a dividend may make a call on the members of
such amount as the meeting fixes, but so that the call on each member shall not exceed
the dividend payable to him, and so that the call be made payable at the same time as
the dividend, and dividend if so arranged between the Company and the member be set
off against the call. The making of a call under this clause shall be deemed ordinary
business of an Ordinary General Meeting which declares a dividend.
All dividends on any share not having a legal registered owner entitled to require
payment of and competent to give a valid receipt shall remain in suspense until some
competent person be registered as the holder of the share.
The Board shall transfer the unpaid dividends within 7 days of the expiry of 42 days
from the date of declaration of the dividend to special account wtth a scheduled Bank,
to be known as " unpaid Dividend Account". If the amount of the unpaid dividend is
not so transferred, the Company shall pay interest at the rate of 12% per annum. Any
money transferred to the unpaid Dividend account of Company which remains unpaid
or unclaimed for 3 years from the date of such transfer shall be transferred to the
General Reserve Account of the Central Government and any claim of such transfer
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must be preferred to the Central Government.
No unclaimed dividend shall be forfeited by the Board unless the claim thereto become
barred by the law and the company shall comply with all the provisions of the Act in
respect of any under claimed or unpaid dividend.
CAPITALISATION OF PROFITS a) The company in General Meeting may upon the recommendation of the Board, resolve.
(i) That is desirable to capitalise any part of the amount for the time being to the credit
of any of the Company's reserve accounts or to the credit of the Profit and Loss
account or otherwise available for distribution, and
(ii) That such sum be accordingly set free for distribution by way of dividend and in. the
same proportions.
b) The sum aforesaid shall not be paid in cash but shall be applied either in or towards:
(i) Paying up any amounts for the time, being unpaid on any shares held by such
members respectively,
(ii) Paying up in full, un-issued shares or debentures of the Company to be allotted and
distributed, credited as fully paid up, to and amongst such members as the
proportions aforesaid, or
(iii) Party in the way specified in sub-Clause (i) and partly in that specified in sub
Clause (ii).
c) A share premium account and a capital redemption reserve fund may for the purpose
of the regulation, only be applied in the paying up of un-issued shares to be issued to
members of the Company as fully paid bonus shares.
d) The Boards shall give effect to the resolution passed by the Company in pursuance of
the regulation.
e) Whenever such a resolution as aforesaid shall have been passed, the Board shall:
(i) Make all appropriations and applications of the undivided profits resolved to be
capitalised thereby, and all allotments and issue of fully paid shares or debentures,
if any, and
(ii) Generally to do all acts and things required to give effect thereto. b) The Board shall
have full powers:
(iii) To make such provisions by the issue of fractional Certificates of by payment in
cash or otherwise as it thinks fit, in the case of shares or debentures becoming
distributable in fractions, and also.
(iv) To authorise any person to enter, on behalf of all the members entitled thereto, into
an agreement with the Company providing for the allotment to which they may be
entitled upon such capitalisation, or ( as the case may require) for the payment by the
company on their behalf, by the application thereto of their respective proportions of
the profits resolved to be capitalised, of the amounts remaining unpaid on their
existing shares.
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f) Any agreement made under such authority shall be effective and binding on all
such members.