AOA ( as Per Companies Act, 2013)

8/12/2019 AOA ( as Per Companies Act, 2013)

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(THE COMPANIES ACT, 1956 & THE COMPANIES ACT, 2013 as applicable)

(COMPAN !IMITE" # SHA$ES)

A$TIC!ES O% ASSOCIATION

O%

P$I'ATE !IMITE"

P$E!IMINA$

1. a) The reference herein to The Act are to the Companies 1956

(Act No.1 of 1956) as amended thereto, from time to time and to the Companies

Act, 201 as app!ica"!e.

") The headin#s are #i$en for con$enience and sha!! not affect the constr%ction

of these artic!es.

2. The &e#%!ations contained in Ta"!e A in 'ched%!e 1 to the Act as amended

from time to time in so far as the are app!ica"!e to a pri$ate !imited companand so far as the are not modified or a!tered " Artic!es hereinafter pro$ided,

sha!! app! to this Compan.

. n!ess the conte*t other+ise re%ires, +ords or e*pressions contained in the

artic!es sha!! "ear the same meanin# as in the act or an stat%tor modification

thereof and in these artic!es-

Artic!es/ means these Artic!es of Association or as a!tered and modified from

time to time in accordance to !a+.

e"ent%res/ inc!%des de"ent%re stocs.

irectors/ mean the directors for the time "ein# of the Compan.

n +ritin#/ and 3ritten/ inc!%de printin# !itho#raph and an other mode of

representin# or reprod%cin# +orin# in a $isi"!e from.

4onth/ and ear/ means a ca!endar month/ and a ca!endar ear/

respecti$e!.

ffice/ means the re#istered office for the time "ein# of the Compan.

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&e#ister/ means the re#ister of mem"ers to "e ept p%rs%ant to app!ica"!e

pro$isions of the Companies Act, 1956 and to the Companies Act, 201 as

app!ica"!e.

'ea!/ means the common sea! for the time "ein# of the Compan.

'pecia! &eso!%tion/ and rdinar &eso!%tion/ ha$e the same meanin#

assi#ned to " re!e$ant sections of the Companies Act, 1956.

The Act/ means the Companies Act, 1956 and the Companies Act 201 as

app!ica"!e inc!%des an reenactment or stat%tor modification thereof for the

time "ein# in force and 'ection/ sha!! mean a section of the said Act.

The 7oard of irectors/ or The 7oard/ means the 7oard of irectors for the

time "ein# of the Compan.

The Compan/ means P$I'ATE !IMITE" and a!!

other name(s) that it ma ha$e on chan#e of name or its stat%s, if an.

3ords importin# sin#%!ar n%m"er sha!! inc!%de p!%ra! and $ice $ersa and +ords

importin# the masc%!ine #ender sha!! inc!%de feminine and the +ords person

sha!! inc!%de "od corporate, firm, association of firms and societ re#istered

%nder 'ocieties &e#istration Act.

P$I'ATE COMPAN

8. The Compan is a ri$ate Compan +ithin the meanin# of 'ection 2(6:) of theCompanies Act, 201 and it means a Compan ha$in# a minim%m paid;%p share

capita! of &s. 1 !ac or s%ch hi#her paid;%p capita! as ma "e prescri"ed, and

+hich " its artic!es;

i) restricts the ri#ht to transfer its sharesed share capita! of the Compan is as stated in the 4emorand%m of

Association.

6. &edeema"!e preference share

The Compan ma s%"=ect to the app!ica"!e pro$isions of the Act, iss%e the said

preference shares as c%m%!ati$e &edeema"!e reference 'hares (&edeema"!e

reference shares) and?or c%m%!ati$e part!?f%!! con$erti"!e reference shares(Con$erti"!e reference 'hares) and in s%ch proportion as ma "e decided "

the Compan at the time of iss%e thereof, and the same sha!! ha$e s%ch ri#hts,

pri$i!e#es and conditions attachin# thereto as the Compan ma decide in this

"eha!f.

SHA$ES & CE$TI%ICATES

@. A!!otment of shares

a) '%"=ect to the pro$isions of these artic!es, shares in the capita! of the Compan

for the time "ein# sha!! "e %nder the a"so!%te contro! of the 7oard of irectors

+ho ma a!!ot or other+ise dispose off the same or an of them to s%ch persons

on s%ch terms and conditions and at s%ch times and either at a premi%m or at par

or s%"=ect to the pro$isions re!atin# to disco%nt as pro$ided in the Act and as the

7oard ma thin fit.

") Not+ithstandin# anthin# contained in this Artic!e, +here sec%rities are dea!t

+ith in a epositor, the Compan sha!! intimate the detai!s of a!!otment of

sec%rities to epositor immediate! on a!!otment of s%ch 'ec%rities.

:. &e#ister and nde* of 4em"ers

The Compan sha!! ca%se to "e ept at its &e#istered ffice or at s%ch other

p!ace as ma "e decided, &e#ister and nde* of mem"ers in accordance +ith the

app!ica"!e pro$isions of the Act and the epositories Act, 1996 +ith detai!s of

shares he!d in phsica! and demateria!i>ed forms or in an media as ma "e

permitted " !a+ inc!%din# in an form of e!ectronic media. The &e#ister and

inde* of "eneficia! o+ners maintained " a epositor %nder the app!ica"!e

pro$isions of the epositories Act, 1996 sha!! a!so "e deemed to "e the &e#ister

and inde* of mem"ers for the p%rpose of this Act. The Compan sha!! ha$e the

po+er to eep in an state or co%ntr o%tside ndia, a &e#ister of 4em"ers for

the residents in that state or co%ntr.


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9. Nomination? Transfer of 'hares in name of nominee-

a) $er share ho!der or de"ent%re ho!der of the Compan, ma at an time,nominate a person to +hom his shares or de"ent%res +i!! $est in the e$ent of his

death in s%ch manner as ma "e prescri"ed %nder the Act.

") 3here the share or de"ent%res of the Compan are he!d " more than one person

=oint!, =oint ho!ders ma to#ether nominate a person to +hom a!! the ri#hts in

the shares or de"ent%res, as the case ma "e, sha!! $est in the e$ent of death of

a!! the =oint ho!ders in s%ch manner as ma "e prescri"ed %nder the Act.

c) Not+ithstandin# anthin# contained in an other !a+ for the time "ein# in force

or in an disposition, +hether testamentar or other+ise, +here a nomination

made in the manner aforesaid p%rports to confer on an person the ri#ht to $estthe shares or de"ent%res, the nominee sha!!, on the death of the share ho!der or

de"ent%re ho!der or, as the case ma "e, on the death of the =oint ho!ders,

"ecome entit!ed to a!! the ri#hts in s%ch shares or de"ent%res or, as the case ma

"e, a!! the =oint ho!ders, in re!ation to s%ch shares or de"ent%res, to the e*c!%sion

of a!! other persons, %n!ess the nomination is $aried or cance!!ed in the manner

as ma "e prescri"ed %nder the Act.

d) 3here the nominee is a minor, it sha!! "e !a+f%! for the ho!der of the shares or

de"ent%res, to mae the nomination to appoint an person to "ecome entit!ed to

shares in, or de"ent%res of the Compan in the manner prescri"ed %nder the Act

in the e$ent of his death d%rin# minorit.

e) A nominee, %pon prod%ction of s%ch e$idence as ma "e re%ired " the 7oard

and s%"=ect as hereinafter pro$ided, e!ect, either-

(i) To re#ister himse!f as ho!der of the share or de"ent%re, as the case ma "e or

(ii) To mae s%ch transfer of the shares and?or de"ent%res as the deceased

shareho!der or de"ent%re ho!der, as the case ma "e, co%!d ha$e made.

i$) f the nominee e!ects to "e re#istered as ho!der of the shares, or de"ent%res,

himse!f, as the case ma "e, he sha!! de!i$er or send to the Compan, a

notice in +ritin# si#ned " him statin# that he so e!ects and s%ch notice sha!!"e accompanied +ith the death certificate of the deceased shareho!der or

de"ent%re ho!der, as the case ma "e.

$) A nominee sha!! "e entit!ed to the share di$idend?interest and other

ad$anta#es to +hich he +o%!d "e entit!ed if he +ere the re#istered ho!der of

the shares or de"ent%res, pro$ided that he sha!! not, "efore "ein# re#istered

as a mem"er, "e entit!ed to e*ercise an ri#ht conferred " mem"ership in

re!ation to meetin# of the Compan.

ro$ided f%rther that the 7oard ma, at an time, #i$e notice, re%ire an s%ch

person to e!ect either to "e re#istered himse!f or transfer the shares orde"ent%res, and if the notice is not comp!ied +ithin ninet das, the 7oard ma

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thereafter +ithho!d pament of a!! di$idends, "on%ses or other mones paa"!e

in respect of the shares or de"ent%res, %nti! the re%irements of the notice ha$e

"een comp!ied +ith.

OINT HO!"E$S O% SHA$ES

10. 3here t+o or more persons ("%t not more than three) are re#istered as the

ho!ders of an share, the sha!! "e deemed to ho!d the same as =oint ho!ders +ith

"enefits of s%r$i$orship s%"=ect to pro$isions fo!!o+in# and to the other

pro$isions of these Artic!es, re!atin# to =oint;ho!ders-

a) The 7oard sha!! "e at !i"ert at their so!e discretion to re#ister an share

in the =oint names of an t+o or more persons or the s%r$i$or of them.

") The =oint;ho!ders of a share sha!! "e !ia"!e se$era!! as +e!! as =oint! in

respect of a!! ca!!s or paments +hich o%#ht to "e made in respect of

s%ch share.

c) n the death of an one of s%ch =oint;ho!ders, s%r$i$or or s%r$i$ors sha!!

"e the on! person or persons reco#ni>ed " the Compan as ha$in# an

tit!e to or interest in s%ch share "%t the irectors ma re%ire s%ch

e$idence of death as the ma deem fit.

d) n! the person +hose name stands first in the &e#ister as one of the

=oint;ho!ders of an share sha!! "e entit!ed to the de!i$er of the

certificate re!atin# to s%ch shares as +e!! as to the receipt of di$idends or

"on%s or ser$ices of notice and a!! or an other matter connected +ith the

Compan e*cept $otin# at meetin#s and the transfer of the shares.

CA!!S

11. irectors ma mae ca!!s

The 7oard ma, from time to time and s%"=ect to the terms on +hich an share

ma ha$e "een iss%ed and s%"=ect to the conditions of a!!otment, " a reso!%tion

passed at a meetin# of the 7oard (and not " circ%!ar reso!%tion) mae s%ch ca!!

as it thins fit %pon the mem"ers in respect of a!! mones %npaid on the shares

he!d " them respecti$e! and s%ch mem"er sha!! pa the amo%nt of e$er ca!!so made on him to the person or persons and at the time and p!aces appointed "

the 7oard. A ca!! ma "e made paa"!e " insta!!ments.

!IEN

12. (a) The Compan sha!! ha$e a first and paramo%nt !ien-

(i) n e$er share (not "ein# f%!! paid %p share) for a!! mones

(+hether present! paa"!e or not) ca!!ed or paa"!e at a fi*ed time

in respect of that share, and

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(ii) n a!! shares (not "ein# f%!! paid %p share) standin# re#istered in

the name of a sin#!e person, for a!! mones present! paa"!e " him

or his estate to the Compan, pro$ided that the 7oard of irectors

ma at an time dec!are an share to "e +ho!! or in part e*empt

from the pro$isions of this c!a%se.

(") The Compans !ien, if an, sha!! e*tend to a!! di$idends paa"!e thereon.

%O$%EIT*$E

1. f a mem"er fai!s to pa an ca!! or insta!!ment of a ca!!, on the da appointed

for pament thereof, the 7oard of irectors ma at an time thereafter d%rin#

s%ch time as ma part of the ca!! or insta!!ment remains %npaid, ser$e a notice

on him, re%irin# pament of so m%ch of the ca!! or insta!!ment as is %npaid,

to#ether +ith an interest +hich ma ha$e accr%ed.

18. f the re%irement of an s%ch notice as aforesaid is not comp!ied +ith, anshares in respect of +hich the notice has "een #i$en, ma at an time thereafter

"efore the pament re%ired " the notice has "een made, "e forfeited " a

reso!%tion of the 7oard of irectors to that effect.

15. A person +hose shares ha$e "een forfeited sha!! cease to "e a mem"er in respect

of the forfeited shares, "%t sha!! not+ithstandin# the forfeit%re, remain !ia"!e to

pa to "e Compan a!! mones +hich at the date of forfeit%re, +ere present!

paa"!e " him to the Compan in respect of the said share.

16. The !ia"i!it of s%ch person sha!! cease as and +hen the Compan sha!! recei$e

in f%!! s%ch mones in respect of the said shares.

1@. The Compan ma recei$e the consideration, if an, #i$en for the 'hares on an

sa!e or disposa! thereof and ma e*ec%te transfer of the shares in fa$o%r of the

person to +hom the shares are so!d or disposed off.

T$ANS%E$

1:. The 7oard of irectors ma at their a"so!%te discretion dec!ine to re#ister an

transfer of shares of de"ent%res in the fo!!o+in# cases-

a) The transfer of shares or de"ent%res to a person +ho ha$e not "een

appro$ed " the 7oard of irectors.

") An transfer of shares on +hich the Compan has a !ien.

19. '%"=ect to pro$isions of Artic!e 2, 'hares or e"ent%res he!d " a mem"er or

de"ent%re ho!der as the case ma "e, ma "e transferred to his !e#a! heirs or an

other e*istin# shareho!der or de"ent%re ho!der of the Compan and sha!! not "e

transferred to an other person other than those as aforesaid.

20. n case of transfer of a!! or an part of the shares in or de"ent%re of theCompan, to an person or persons e*ceptin# those pro$ided in Artic!e 19

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a"o$e, a transferor sha!! intimate the Compan in +ritin# of his intention to do

so, specifin# c!ear! therein the name and address "oth present and permanent,

and description of the proposed transferee and the Compan, on receipt of s%ch

intimation of the transferor, sha!! ho!d meetin# of 7oard of irectors to consider

the matter of s%ch transfer, +ithin a period of 60 das from the date of receipt of

s%ch intimation !etter from the transferor and the 7oard of irectors sha!! "e at!i"ert either to tae in s%ch transferee as a mem"er or de"ent%re ho!der or

arran#e the transfer to an mem"er or de"ent%re ho!der of the Compan as the

case ma "e or an other person and in s%ch manner as the 7oard of irectors

ma appro$e and prescri"e.

21. The instr%ment of transfer of an shares in, or de"ent%res of the Compan sha!!

"e e*ec%ted "oth " the transferor and the transferee and the transferor sha!!

remain the ho!der of the shares or de"ent%res so transferred %nti! the name of the

transferee is re#istered in the &e#ister of 4em"ers or in the &e#ister of

e"ent%re Bo!ders.

22. $er instr%ment of transfer sha!! "e !eft at the office of the Compan a!on#

+ith the ori#ina! certificate of shares or de"ent%res of the Compan to "e

transferred and the transfer ma "e re#istered.

T$ANSMISSION

2. n case of death of a mem"er or de"ent%re ho!der, the shares or de"ent%res sha!!

pass on to his or her heirs, administrators or e*ec%tors and an person "ecomin#

entit!ed to s%ch shares and de"ent%res in conse%ence of death of an mem"er

or de"ent%re ho!der ma %pon prod%cin# s%ch e$idence of tit!e as the 7oard of

irectors ma re%ire, re#ister himse!f as ho!der of the shares or de"ent%res and

s%"=ect to the pro$isions of transfer herein contained, transfer the same to some

other person.

INC$EASE, "EC$EASE & A!TE$ATION O% CAPITA!

28. The Compan ma "e rdinar &eso!%tion from time to time a!ter the conditions

of the 4emorand%m of Association as fo!!o+s-

a) ncrease the share capita! " s%ch amo%nt, to "e di$ided into share of s%ch

amo%nt as ma "e specified in the reso!%tion.

") Conso!idate and di$ide a!! or an of its shares of !ar#er amo%nt than its e*istin#

shares.

c) '%";di$ide its e*istin# shares or an of them into shares of sma!!er amo%nt than

is fi*ed " the 4emorand%m, and?or Artic!es of Association, so ho+e$er, that in

the s%";di$ision, the proportion "et+een the amo%nt paid and the amo%nt, if an,

%npaid on each red%ced share sha!! "e the same as it +as in the case of the share

from +hich the red%ced shares is deri$ed< and

d) Cance! an shares +hich at the date of the passin# of the reso!%tion, ha$e not"een taen or a#reed to "e taen " an person.

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25. The Compan ma, s%"=ect to app!ica"!e pro$isions of the Act, and an other

consent re%ired %nder app!ica"!e !a+s, from time to time, " specia! reso!%tion

red%ce in an manner-

a) its 'hare capita!

") an Capita! redemption reser$e f%nd or

c) an share premi%m acco%nt.

26. Not+ithstandin# anthin# contained in these Artic!es, and s%"=ect to app!ica"!e

pro$isions of the Act, and?or an other app!ica"!e !a+s, the Compan ma

p%rchase its o+n shares or other specified sec%rities (hereinafter referred to

"%;"ac/) o%t of

a) its free reser$es or

") the sec%rities premi%m acco%nt or

c) the proceeds of an shares or other specified sec%rities.

#O$$O+IN PO+E$S

2@. '%"=ect to the pro$isions of the Act, the 7oard of irectors ma from time to

time, " a reso!%tion passed at a meetin# of the 7oard accept deposits or "orro+

mones from mem"ers, directors or their re!ati$es, either in ad$ance of ca!!s or

other+ise and ma #enera!! raise and sec%re the pament of s%ch s%m or s%ms

in s%ch manner and %pon s%ch terms and conditions in a!! respects as the thin

fit and in partic%!ar " iss%e of "onds or redeema"!e de"ent%re stoc, or an

mort#a#e or char#e or other sec%rit on the %ndertain# or the +ho!e or an part

of the propert of the Compan ("oth present and f%t%re) inc!%din# its %nca!!ed

capita! for the time "ein#.

ENE$A! MEETIN

2:. Ann%a! enera! 4eetin#

The first Ann%a! enera! 4eetin# of the Compan sha!! "e he!d +ithin ei#hteen

months from the date of incorporation of the Compan. The ne*t Ann%a!

enera! 4eetin# of the Compan sha!! "e he!d " the Compan +ithin si*

months after the e*pir of each financia! ear %n!ess an e*tension of time is

o"tained from the &e#istrar of Companies as pro$ided in the Act. ro$ided that

not more than fifteen months sha!! e!apse "et+een the date of one Ann%a!

enera! 4eetin# of the Compan and that of the ne*t meetin#.

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29. Notice of meetin#

A #enera! meetin# of the Compan ma "e ca!!ed " #i$in# not !ess than @

das notice in +ritin#, +hich sho%!d "e sent to the mem"ers of the Compan

entit!ed to recei$e s%ch notice, pro$ided ho+e$er, a enera! 4eetin# ma "eca!!ed after #i$in# shorter notice if consent is accorded, in case of Ann%a!

enera! 4eetin# " a!! the mem"ers entit!ed to $ote thereat and in case of an

other meetin#, " mem"ers of the Compan ho!din# not !ess than 95D of s%ch

part of the paid;%p share capita! of the Compan as #i$es ri#ht to $ote at the

meetin#. Accidenta! omission to #i$e notice to or the non;receipt of s%ch notice

" an mem"er sha!! not in$a!idate the proceedin# he!d at an enera! 4eetin#.

0. *tra rdinar enera! 4eetin#

a) A!! enera! 4eetin#s other than the Ann%a! enera!

4eetin#s sha!! "e ca!!ed *tra;rdinar enera! 4eetin#s.

") The 7oard of irectors ma, +hene$er it thins fit, ca!!

an *tra rdinar enera! 4eetin#.

c) f at an time irectors capa"!e of actin# +ho are

s%fficient in n%m"er to form a %or%m are not +ithin ndia, an irector

or t+o mem"ers of the Compan ma ca!! an *tra rdinar enera!

4eetin# in the same manner as near! as possi"!e as that in +hich s%ch a

meetin# ma "e ca!!ed " the 7oard of irectors.

1. Chairman

The Chairman, if an, of the 7oard of irectors sha!! preside as Chairman at

e$er enera! 4eetin# of the Compan, inc!%din# Ann%a! enera! 4eetin#s.

'OTES O% MEM#E$S

2. Eotin# ri#hts of the mem"ers sha!! "e-

a) n a sho+ of hands, e$er mem"er ho!din# e%it shares and present in person

sha!! ha$e one $ote.

") n a po!!, $otin# ri#hts of mem"ers sha!! "e, in proportion to their ho!din# of

shares in the paid;%p e%it capita! of the Compan.

. n case of =oint;ho!ders, the $ote of the senior +ho renders a $ote, +hether in

person or " pro* sha!! "e accepted to the e*c!%sion of the $ote of the other

=oint ho!ders. For this p%rpose, seniorit sha!! "e determined " the order in

+hich the names stand in the &e#ister of 4em"ers.

8. No mem"er sha!! "e entit!ed to $ote at an enera! 4eetin# %n!ess a!! ca!!s or

other s%ms present! paa"!e " him in respect of shares in the Compan ha$e"een paid.

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P$O-IES

5. &estriction to $ote? ro* to $ote on o!!

An mem"er entit!ed to attend and $ote at a meetin# of the Compan sha!! "e

entit!ed to appoint another person as his?her pro* to attend and $ote in his?her

stead "%t a pro* so appointed sha!! not ha$e an ri#ht to spea at the 4eetin#

or to $ote e*cept on a po!!.

"I$ECTO$S

6. N%m"er of irectors

nti! other+ise determine " a specia! reso!%tion, the n%m"er of irectors of the

Compan sha!! not "e !ess than t+o and more that t+e!$e.

@. First irectors

The persons hereinafter named sha!! "e the first directors of the Compan-

. 4r. ;;;;;;;;;;;;;;;;;;;;;;;

. 4s. ;;;;;;;;;;;;;;;;;;;;;;

:. Additiona! irector or fi!!in# cas%a! $acanc

The 7oard of irectors sha!! ha$e the po+er at an time and from time to time

to appoint an person as irector either to fi!! a cas%a! $acanc or as an

Additiona! irector.

9. A!ternate irector

The 7oard ma appoint an person as a!ternate director to act for a director

d%rin# his a"sence for a period of not !ess than three months from the state in

+hich meetin# of the 7oard are ordinari! he!d and s%ch a!ternate director sha!!

ipso facto $acate office if and +hen the a"sentee director ret%rns to the state in

+hich meetin#s of the 7oard are ordinari! he!d, or if the a"sentee director$acates office as a director.

80. G%a!ification 'hare

n!ess other+ise determined " the Compan in a enera! 4eetin#, a irector

sha!! not "e re%ired to ho!d an share in the capita! of the Compan as his

%a!ification.

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81. irectors not to retire " rotation

irectors sha!! not "e re%ired to retire " rotation.

82. &em%neration to irector

f a irector, "ein# +i!!in#, sha!! "e ca!!ed %pon to perform e*tra ser$ices, or to

mae an specia! e*ertions for an of the p%rposes of the Compan, the

Compan ma rem%nerate him " month! pament or " a fi*ed s%m or " a

percenta#e of profit or other+ise and s%ch rem%neration ma "e either in

addition to or in s%"stit%tion for his share in rem%neration pro$ided for a

irector and a!so pa him an costs for tra$e!in# and other incidenta! char#es as

the Compan ma thin fit.

8. 4eetin# of irectors

At !east once in e$er three months or ear!ier as ma "e deemed necessar, the

irectors sha!! meet to#ether for dispatch of "%siness, ad=o%rn and other+ise

re#%!ate their meetin#s and proceedin#s as the thin fit.

88. Chairman

The Chairman of the 7oard of irectors +i!! ha$e to "e e!ected from amon#st

the irectors.

85. G%or%m

The %or%m for a meetin# of the 7oard of irectors sha!! "e one third of its tota!

stren#th or t+o irectors +hiche$er is hi#her.

86. Castin# Eote

The Chairman of the 7oard of irectors or of an meetin# sha!! ha$e a castin#

$ote in case of a tie in an meetin#.

8@. Committee of irectors

The 7oard of irectors ma de!e#ate an of their po+ers to s%ch committee and

the committee sha!! in the e*ercise of the po+er so de!e#ated conform to an

re#%!ation that ma from time to time "e imposed on them " the 7oard of

irectors s%"=ect to the pro$isions of the Act.

8:. &eso!%tion " circ%!ation

'a$e as other+ise e*press! pro$ided " the Act, a reso!%tion sha!! "e as $a!id

and effect%a! as if, it had "een passed at a meetin# of the 7oard of irectors or

committee of 7oard of irectors, as the case ma "e, d%! ca!!ed and constit%ted

if a draft thereof in +ritin# is circ%!ated to#ether +ith necessar papers, if an,to a!! the directors or to a!! the mem"ers of the committee of the 7oard of

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irectors as the case ma "e, then in ndia (not "ein# !ess in n%m"er than the

%or%m fi*ed for a meetin# of the 7oard of irectors or the committee, as the

case ma "e) and to a!! other irectors or mem"ers of the committee at their

%s%a! address in ndia and has "een appro$ed " s%ch of them as are then in

ndia or " a ma=orit of s%ch of them as are then in ndia or " a ma=orit of

s%ch of them as are entit!ed to $ote on the reso!%tion.

89. 4in%tes

A!! min%tes sha!! "e si#ned " the Chairman of the 4eetin# at +hich the same

are recorded or " the person +ho sha!! preside as Chairman at the ne*t meetin#

and a!! min%tes p%rportin# to "e so si#ned sha!! for a!! p%rpose +hatsoe$er "e

prima facie e$idence of the act%a! passin# of the reso!%tion recorded and of the

re#%!arit of the 4eetin# at +hich the same sha!! appear to ha$e taen p!ace,

not+ithstandin# that it ma after+ards "e disco$ered that there +as some defect

in the appointment of an one or more of s%ch irectors or that or an of them

+ere dis%a!ified.

50. irectors sittin# fee

nti! other+ise determined " the Compan, e$er irector sha!! "e paid a fee

not e*ceedin# the cei!in#, if an prescri"ed %nder the Act, for e$er 4eetin# of

the 7oard of irectors or an committee thereof attended " him "esides act%a!

e*penses inc%rred " him in attendin# s%ch 4eetin# or 4eetin#s.

51. 4ana#in# irector

'%"=ect to the pro$isions of the Act, the Compan ma from time to time

appoint one or more of their "od to the office of 4ana#in# irector(s) in;

char#e for s%ch period and on s%ch terms and +ith s%ch po+ers and at s%ch

rem%neration (+hether " +a of sa!ar or commission or participation in profit

or part! " one +a and part! " another) as the thin fit and ma remo$e or

dismiss him or them from office and appoint another or others in his? their p!ace

or p!aces.

52. o+ers of 7oard

'%"=ect to the pro$isions of the Act, the 7oard of irectors of the Compansha!! "e entit!ed to e*ercise s%ch po+ers and do s%ch acts and thin#s as the

Compan is a%thori>ed to e*ercise and do, pro$ided that the 7oard of irectors

sha!! not e*ercise an po+er or do an act or thin# +hich is directed or re%ired,

+hether " the Act, or an other !a+ for the time "ein# in force or " the

4emorand%m or Artic!es of Association of the Compan or other+ise to "e

e*ercised or done " the Compan in enera! 4eetin#. ro$ided f%rther that in

e*ercisin# an s%ch po+er or doin# an s%ch act or thin#, the 7oard of irectors

sha!! s%"=ect to the pro$isions contained in that "eha!f in the Act, or an other

!a+ for the time "ein# in force or in the 4emorand%m and Artic!es of

Association of the Compan or in an re#%!ations not inconsistent there+ith and

d%! made there%nder inc!%din# re#%!ations made " the Compan in enera!4eetin# pro$ided ho+e$er, that no re#%!ation made " the Compan in enera!

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4eetin# sha!! in$a!idate an prior act of the irectors +hich +o%!d ha$e "een

$a!id if that re#%!ation had not "een made.

5. No irectors sha!! "e dis%a!ified from his office " contractin# +ith the

Compan nor sha!! an s%ch contract or an contract into " or on "eha!f of the

Compan in +hich an irector sha!! "e in an +a interested, "e $oid nor sha!!an irector so contractin# or "ein# so interested "e !ia"!e to acco%nt to the

Compan for an profit rea!i>ed " reason on! of s%ch irector ho!din# that

office or of the fid%ciar re!ations esta"!ished "%t it is dec!ared that to the e*tent

it is re%ired %nder the pro$isions of the Act, the nat%re of his interest m%st "e

disc!osed " him at the irectors 4eetin# at +hich the contract is considered if

his interest then e*ists, or in an other case at the first meetin# of the irectors

after the ac%isition of his interest.

PO+E$S & "*TIES O% "I$ECTO$S

58. 3itho%t pre=%dice to the #enera! po+ers conferred " the fore#oin# c!a%ses, the7oard of irectors sha!! e*ercise the fo!!o+in# po+ers amon#st others-

a) The 7oard of irectors ma pa a!! char#es, e*penses inc%rred in respect of

formation, promotion, esta"!ishment and incorporation of the Compan %nder

the Act, as +e!! as its re#istration %nder an other r%!es or "e;!a+s ha$in# the

force in !a+.

") The 7oard of irectors ma from time to time, " po+er of attorne %nder the

Compans 'ea!, appoint an person?s to "e attorne of the Compan for an

p%rpose.

c) A!! che%es, 7i!!s of *chan#e, romissor Notes and other Ne#otia"!e

nstr%ments or other instr%ments of simi!ar nat%re re!atin# to the operations and

transactions of the Compan, sha!! "e si#ned " an one or more of the

irectors, as ma "e decided " the 7oard of irectors "%t the a%thorit so

conferred ma "e re$oed at an time " the 7oard of irectors.

d) The 7oard of irectors ma in$est and dea! +ith an mones of the Compan

not immediate! re%ired %pon s%ch sec%rities and in s%ch manner as the thin

fit.

e) The 7oard of irectors or the 4ana#in# irector?3ho!e Time

irector?*ec%ti$e irector?irector;in;char#e if so a%thori>ed " the 7oard of

irectors ma refer an matter re!atin# to the transactions of the Compan to

ar"itration and the decision of the Ar"itrator(s), if accepted " the 7oard of

irectors +o%!d "e "indin# on the Compan.

f) The 7oard of irectors ma from time to time raise or "orro+ an s%ms of

mone for and on "eha!f of the Compan from the mem"ers or other persons,

companies or "ans or the ma themse!$es ad$ance mone to the Compan on

s%ch terms and conditions, as ma "e appro$ed " the 7oard of irectors.

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#) The 7oard of irectors ma from time to time sec%re the pament of s%ch

mone in s%ch manner and %pon s%ch terms and conditions as it ma thin fit

and in partic%!ar " the iss%e of e"ent%re or 7onds of the Compan, "

mort#a#e or char#e of a!! or an part of the propert of the Compan and of its

%nca!!ed capita! for the time "ein#.

55. An 'hares, e"ent%res, 7on%s or 'ec%rities ma "e iss%ed at premi%m or

other+ise and +ith specia! pri$i!e#es as to the redemption, s%rrender, dra+in#s,

a!!otment of 'hares, $otin# ri#hts at enera! 4eetin#s of the Compan and

other+ise.

ACCO*NTS & A*"IT

56. The 7oard of irectors sha!! ca%se to maintain proper "oos of acco%nts +ith

respect to-

a) A!! s%ms of mone recei$ed and e*pended " the Compan and the matters inrespect of +hich the receipt and e*pendit%re taes p!ace.

") A!! sa!es and p%rchases of #oods " the Compan.

c) The assets and !ia"i!ities of the Compan.

5@. !ace +here 7oos of Acco%nts to "e ept

The "oos of acco%nts sha!! "e ept at the &e#istered ffice of the Compan or

at s%ch p!ace in ndia as the 7oard of irectors sha!! thin fit.

5:. nspection

The "oos of acco%nts sha!! "e open to inspection " an irector d%rin# the

"%siness ho%rs and entries thereof sha!! "e checed and $erified at !east once in

e$er ear " one or more or a!! irectors.

59. 'tat%tor A%ditors

The first a%ditors of the Compan sha!! "e appointed and the rem%neration sha!!

"e fi*ed " the 7oard of irectors and thereafter the A%ditors sha!! "e appointedat each Ann%a! enera! 4eetin#.

CAPITA!ISATION O% $ESE$'ES

60. (i) '%"=ect to the pro$isions of the Act, the Compan in enera! 4eetin# ma,

%pon the recommendation of the 7oard of irectors, reso!$e-

a) That it is desira"!e to capita!i>e an part of the amo%nt for the time "ein#

standin# to the credit of an of the Compans &eser$e acco%nts or to the credit

of the profit H !oss or other+ise a$ai!a"!e for distri"%tion and

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") That s%ch s%m "e accordin#! set free for distri"%tion in the manner specified in

c!a%se (ii) amon#st the mem"ers +ho +o%!d ha$e "een entit!ed thereto, if

distri"%ted " +a of di$idend and in the same proportion on the footin# that

the "ecome entit!ed thereto as Capita!.

(ii) The aforesaid capita!i>ed f%nd sha!! not "e paid in cash "%t sha!! "e app!ieds%"=ect to the pro$isions of the Act either in or to+ards-

a) ain# %p an amo%nt for the time "ein# %npaid on an shares he!d " s%ch

mem"ers or

") ain# %p in f%!! %niss%ed shares of the Compan to "e a!!otted and distri"%ted,

credited as f%!! paid %p to and amon#st s%ch mem"ers in the proportion of their

e*istin# ho!din#s aforesaid or

c) art! in the +a specified in s%";c!a%se (a) and part! in that specified in s%";

c!a%se (") and s%ch distri"%tion or pament sha!! "e accepted " s%chshareho!ders in f%!! satisfaction of their interest in the said capita!i>ed f%nd or in

s%ch manner as recommended " the 7oard of irectors and reso!$ed " the

Compan in enera! 4eetin#.

(iii) A share premi%m acco%nt and a capita! redemption reser$e acco%nt ma for the

p%rpose of this re#%!ation, on! "e app!ied in the pain# %p of %niss%ed shares to

"e iss%ed to mem"ers of the Compan as f%!! paid 7on%s 'hares.

(i$) The 7oard of irectors sha!! #i$e effect to the reso!%tion passed " the

Compan in p%rs%ance of this re#%!ation and sett!e an diffic%!t +hich ma

arise in re#ard to the distri"%tion as it thins e*pedient.

MIN*TES

61. 4in%tes of 4eetin#

a) The min%tes of a!! proceedin# of e$er enera! 4eetin# or the 7oard of

irectors or committee of the 7oard of irectors sha!! "e ept " main# entries

in the min%te "oos +ithin thirt das of conc!%sion of the meetin#.

") The pa#es of the min%te "oo sha!! "e consec%ti$e! n%m"ered.

c) ach pa#e of the min%te "oos sha!! "e initia!ed or si#ned and the !ast pa#e of

the record of proceedin#s sha!! "e dated and si#ned.

(i) n case of a meetin# of the 7oard of irectors or committee of 7oard

of irectors, " the Chairman of the said meetin# or the ne*t s%cceedin#

meetin#, and

(ii) n case of enera! 4eetin#, " the Chairman of the same meetin#

+ithin aforesaid 0 das or in the e$ent of death of or ina"i!it of the

Chairman, " a irector d%! a%thori>ed " the 7oard of irectors.

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d) The min%tes sha!! not "e pasted or other+ise attached to the min%te "oos.

e) A!! appointments of officers made at an of the meetin#s sha!! "e inc!%ded in the

min%tes of the meetin#s.

f) n case of a meetin# of the 7oard of irectors or a committee of 7oard ofirectors, the min%tes sha!! a!so contain-

(i) The names of the irectors present at the meetin#, and

(ii) n case of each reso!%tion passed at the meetin#, the names of

irectors, if an dissentin# from or not conc%rrin# in the reso!%tion.

#) The min%tes of each meetin# sha!! contain a fair and correct s%mmar of the

proceedin# thereat, pro$ided that no matter need "e inc!%ded in an s%ch

min%tes +hich the Chairman of the meetin# is ha$in# the option and-

(i) s, or co%!d reasona"! "e re#arded as defamator of an person or

(ii) s irre!e$ant or immateria! to the proceedin#s or

(iii) s detrimenta! to the interests of the Compan.

THE SEA!

62. The 7oard of irectors sha!! pro$ide a 'ea! for the Compan and for safe

c%stod thereof. The 'ea! of the Compan sha!! not "e affi*ed to an instr%ment

e*cept " a%thorit of a reso!%tion of the 7oard of irectors and e*cept in the

presence of a irector and the said irector, sha!! si#n e$er instr%ment to

+hich the 'ea! of the Compan is so affi*ed in his presence.

IN"EMNIT

6. $er officer or a#ent of the Compan for the time "ein# sha!! "e indemnified

o%t of the assets of the Compan a#ainst an !ia"i!it inc%rred " him in

defendin# an proceedin#s +hether ci$i! or crimina! in +hich =%d#ement is

#i$en in his fa$o%r or in +hich he is ac%ired or in connection +ith an

app!ication %nder 'ection 6 of the Act, in +hich re!ief is #ranted to him " theCo%rt.

+IN"IN *P

68. App!ication of assets

a) f the Compan sha!! "e +o%nd %p, the s%rp!%s assets sha!! (s%"=ect to an ri#hts

attached to an specia! c!ass of shares formin# part of the Capita! for the time

"ein# of the Compan) "e app!ied first in repament of the Capita! paid %p on

the %it 'hares and e*cess (if an) sha!! "e distri"%ted amon# the mem"ers

ho!din# %it 'hares in proportion to the n%m"er of %it 'hares he!d "them respecti$e! at the time of the +indin# %p.

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") f the Compan sha!! "e +o%nd %p, the !i%idators ma +ith the sanction of a

specia! reso!%tion di$ide, amon#st the contri"%tories in specie, an part of the

assets of the Compan.

SEC$EC

65. irectors, officers etc. to maintain secrec

$er irector, 4ana#er, Tr%stee for the Compan, 4em"er or e"ent%re

ho!ders, 4em"er of Committee, officer, ser$ant, a#ent, acco%ntant or other

person emp!oed in or a"o%t the "%siness of the Compan sha!!, if so re%ired

" the 7oard of irectors "efore enterin# %pon his d%ties, si#n a dec!aration

p!ed#in# a!! transactions of the Compan +ith his c%stomers and state of

acco%nts +ith indi$id%a!s and in matters re!atin# thereto, and sha!! s%"=ect to

s%ch dec!aration, p!ed#e himse!f not to re$ea! an of the matters +hich ma

come to his no+!ed#e in the dischar#e of his d%ties e*cept +hen re%ired so todo " the 7oard of irectors or " a Co%rt of !a+ and e*cept so far as ma "e

necessar in order to comp! +ith an of the pro$isions contained in these

Artic!es.

66. &estriction to enter remises of the Compan

No mem"er or other person (not "ein# a director) sha!! "e entit!ed to enter %pon

the propert of the Compan or to inspect or e*amine the Compans premises

or properties of the Compan +itho%t the permission of the 7oard of irectors

or to re%ire disco$er of or an information respectin# thereto and detai!s of

the tradin# of the Compan or an matter +hich is or ma "e in the nat%re of a

trade secret, mster of trade or secret process or of an matter +hatsoe$er

+hich ma re!ate to the cond%ct of the "%siness of the Compan and +hich in

the opinion of the 7oard of irectors, +i!! "e e*pedient in the interest of the

mem"ers of the Compan to comm%nicate.

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AOA ( as Per Companies Act, 2013)

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Transcript of AOA ( as Per Companies Act, 2013)