Jammu and Kashmir Small Scale Industries Development Corporation Limited Jammu Memorandum and Articles Of Association
Jammu and Kashmir
Small Scale Industries
Development Corporation Limited
Jammu
Memorandum and Articles
Of
Association
Jammu and Kashmir Small Scale Industries
Development Corporation Limited
Jammu
Memorandum and Articles
Of
Association
1
Registrar of Companies Jammu and Kashmir
FORM I.R
Certificate of Incorporation
No. 409 of 1975-76
I HEREBY CERTIFY THAT JAMMU AND KASHMIR SMALL SCALE
INDUSTRIES DEVELOPMENT CORPORATION LIMITED is this
dayincorporated under the Company's Act, 1956 (No.1 of 1956) and that
the Company is Limited.
Given under my hand at SRINAGAR this TWENTY-EIGHTH day of NOVEMBER
SEVENTH AGRAHAYANA
One thousand nine hundred and Seventy-Five. One thousand eight hundred and Ninety-Seven.-Saka.
Sd/-J.N.Kaul. Registrar of Companies, Jammu and Kashmir.
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GOVERNMENT OFJAMMU AND KASHMIR INDUSTRIES AND COMMERCE DEPARTMENT
Subject: Constitution of Board of Directors J&K Small Scale Industries Development
Corporation Ltd. (SICOP).
Government order No. 558-Ind. Of 1975 Dated 14-12-1975
In pursuance of provisions of Article should be 76 (a) of the Articles of Association
of J&K Small Scale Industries Development Corporation Ltd. (SICOP), the government hereby
appoint the following to be the Directors or the Board of Directors of the said company with the immediate effect:
1. Minister for Industries and Commerce Director 2. Shri Saif-ud-din Dar, MLA Nanil Anatnag Director 3. Shri Nand Kumar Vaid of Sunderbani Director 4. Commissioner for Planning and Development Director 5. Commissioner for Industries and Development Director 6. Secretary of Govt. Finance Deptt Director 7. Secretary to Govt. Industries and Commerce Deptt . ............ Director 8. Managing Director, J&K State Financial Corporation ............ Director 9. Managing Director, J&K State Industries Development
Corporation Director 10. Representative of Development Commissioner, SSI,
Govt. of India Director 11. Sh. Mohd Amin Tramboo of Chamber of Commerce, Srinagar. Director
12. Sh. O.P. Modi of Small Scale Industries Association,Jammu Director 13. Sh. Hamid-ullah Khan, Managing Director, Smal lScale
Industries Development Corporation Director
The Minister of Industries and Commerce will also be the chairman of the said Board of
Directors
By the order of Government of Jammu and Kashmir.
(Sd.) Ashok Jaitly Secretary of Govt.
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MEMORANDUM OFASSOCIATION OF
JAMMU AND KASHMIR SMALL SCALE INDUSTRIES-DEVELOPMENT
CORPORATION LIMITED
I. The name of the company is "Jammu and Kashmir Small Scale Industries Development
Corporation Limited". II. The registered office of the company will be situated at Jammu. III. The objects for which the company is established are:
(A) The main objects of the company to be perused by the company on its incorporation.
(1) To aid, counsel, assist. Finance, protect and promote the interest of the small of the
small scale industries in the State of Jammu and Kashmir, whether owned or run by
Government, statutory body, company, firm or individuals and to provide them with
capital, credit means, resources and technical and managerial assistance for the
prosecution of their work and business., to enable them to develop and improve their
methods of manufacture, management and marketing and technique and production.
(2) To undertake procurement and distribution of various raw materials, whether
imported or indigenous allocated by the Government of India to Directorate of
industries. J&K or through Mineral Metals Trading Corporation of India and State
Trading Corporation of India or any other agency for supply to the small scale
industries on the prices fixed by Corporation. Besides, the Government allocations,
the corporation may arrange to procure the raw materials available in short supply in
the country for distribution of the bonfire small scale actual users whether for the
supply of end products in the home market or for export purposes.
(3) To acquire and undertake the control and managerial and material Depots from the
J&K Industrial Development Corporation for effective and speedy supply of
industrial raw materials, finished or semi-finished products to the small industries
units.
(4) To work as stockiest in the State for iron and steel nonferrous material chemicals etc.
and supply them to the industrial units in accordance with the prevailing rules,
practices and orders and orders of the State / Central Government.
(5) To operate upon import licence / release orders issued to the small scale industries
and club them together for placing indents of the foreign or indigenous suppliers and
get the raw materials, components, spares imported and to arrange to deliver the
material to such licence holders / release order holders of predetermined service
charge to enable the small scale units of J&K to utilize small value licence I release
orders.
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(B) Ancillary or accidental objects to the attainment of the main objects: (1) To establish and maintain trade centre (s), to serve as a clearing House for dissemination of
information regarding small scale industries and for the purpose of display or exhibition of their
products and to maintain liaison between the small scale industries of J&K and the interested
buyers and to do all such acts for execution and implementation of such contracts and orders.
(2) To establish and maintain export house (s) to promote export trades and participate in export
trade for the benefit of small-scale industries.
(3) To undertake and provide marketing facilities to the small scale industries of J&K.
(4) To acquire lands, to develop these suitably by providing communications, power supply, water
supply and other facilities at places determined by the company and make them available on
such terms and conditions as may be agreed upon to any individual firm company association or
concern for the purpose of establishing new small scale industries or for the purpose of shifting
the existing small scale industries form any non focal point area and to take over or establish
administer industrial estates in J&K.
(5) To effect co-ordination between large industries and small industries by suitable methods,
enabling small industries to manufacture satisfactorily such parts, accessories, ancillaries and
components and other articles as may be required by large industries.
(6) To promote and operate schemes for the small industries development in J&K and for that
purpose to prepare and get or to launch investigations and studies feasibility reports, detailed
project reports, market studies, statistics and other relevant information for the establishment of
any industrial undertaking and to promote and establish companies and associations for the
execution of such industrial projects. To plan, formulate and execute projects, in particular for
setting up industries in the lines of production which are important in the opinion of company
for the small industries development of J&K and to run these industries and pause them on to
interested entrepreneurs on turn-key basis after break-even point has reached. (7) To guarantee to the National Small Industries Corporation, in respect of moneys to be paid by an
entrepreneur to the National Small Industries Corporation under the scheme for the hire
purchase of machinery on such conditions, as may be prescribed for the purpose.
(8) Subject to provisions of the companies Act, to direct the management, control and supervision
of any company association, firm or concern by nominating director, controllers supervisors,
advisors or otherwise, or to collaborate with any company or association or firm or concern
formed for carrying on any manufacturing or other business within the objects of the company.
(9) To promote and operate schemes as per the state policy for the dispersal of the
small-scale industries in a manner conducive to the balanced regional development of the
various parts of the state.
(10) To enter into arrangement with govt. of India, state govt. or any other government of state,
or local authority for the purpose of carrying out the objects of the company or furthering its
interests and to obtain from such govt. or Authority or person any charters, subsidize, loans,
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indemnities, grants contracts, licenses, rights concessions privileges or immunities which the
company may think it desirable to obtain an exercise or to comply with any such arrangements,
rights, privileges and concessions.
10 (A) To establish the Information Technology Wing with all latest technology modules related to
the field for smooth functioning of the Corporation and also extend and obtain orders, licenses,
contracts from government and Public Sector Undertakings of both State & Central Government
in order to increase the profitability of the Corporation.
(11) To procure capital for or to provide machinery equipment and other facilities to any
company, person and association, for the purpose of carrying into effect any objects connected
with the small industrial development of J&K on the pattern as already laid down by the state of
J&K through administrative orders issued by the industries and commerce department.
(12) To seek for and secure openings for the employment of capital in J&K and elsewhere and
with a view their to prospect, inquire, examine, explore and test, and to dispatch and employee
expeditions, commissioners, experts and other agents.
(13) To enter into contracts with, and take up indents from the Government of India and State
Government in the Union of India and Corporation and other subsidiaries and branches and from
any agency or officer thereof having the necessary powers, for fabrication manufacture,
assembly and supply of goods, materials, articles and equipments of every descriptions and to
arrange for the performance of such contracts and indent by sub-contracting them to or placing
orders in respect thereof with small industries or others for the fabrication, manufacture,
assembly or supply of such goods materials, articles or equipment or parts thereof, servicing or
processing in connection there with or such managerial services as may be necessary for the due
performance of such contracts and indents, and to have the goods, materials, articles and
equipments fabricated, manufactured, assembled and supplied.
(14) To establish and maintain quality control, testing and common facility center
(s) for ensuring standard quality of industrial products and providing such facilities that may be
required for the purpose and subscribe or to subsidize or become member of training
institutions, research laboratories, research institutions and experimental workshop for scientific,
technical research and experiments.
(15) To certify to the appropriate Government officers with respect to the competency, as to
capacity and credit, of any small industrial concern or group of such concerns to perform any
specific government contract.
(16) To obtain from any government or other agency such reports concerning the giving of
contracts and sub-contracts and making of loans to business concerns as may be deemed
necessary for carrying out aforesaid objects.
(17) To grant or guarantee or recommend the grant of loans to small industries, to which sub-
contracts are given or orders are issued as aforesaid, in order to enable them in carrying out the
sub-contracts or orders, to finance plant construction, conversion or expansion, including the
acquisition of lands, or to finance the acquisition of equipment, facilities, machinery suppliers or
materials or to supply such concerns with working capital to be used in the manufacture of
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articles, equipment, suppliers or materials under contract to government or to this company, to
provide them with such financial, technical, managerial and other assistance as may be deemed
necessary for the purpose of enabling them to execute and carry out the sub-contracts and orders
adequately and according to specification and to ensure satisfactory production by all necessary
instructions, assistance, inspections and supervision.
(18) To promote and establish such companies, associations, advisory boards and other suitable
bodies as may be deemed necessary in order to carry out aforesaid objects effectively
(19) To procure capital or financial assistance or accommodation for or provide machinery,
equipment, technical and managerial assistance, information, instruction, inspection, supervision
and other facilities to any company, person, or any association for the purpose of carrying into
effect any of the aforesaid objects.
(20) To Manufacture, buy, sell, import, export, install work and generally deal in any plant,
machinery, substances, tools, materials, goods or things of any description which in the opinion
of the company, may be conveniently dealt with by the company in connection with any of its
objects.
(21) To enter into any partnership or arrangement for joint working in business, sharing of
profits, pooling of any industrial undertaking, joint venture or reciprocal concession or
amalgamation with any other company, firm or person, carrying on or engaged in any
manufacturer or business within the objects of this company or similar thereto.
(22) To establish, promote, subsidize and otherwise assist any company or companies, syndicate
or other concern for the purpose of setting up any small industry.
(23) Generally to purchase, takes on lease or in exchange, hire or otherwise acquire any real and
personal property and any rights or privileges which the company may think necessary or
convenient for the purpose of its business and in particular any land, buildings, easements,
machinery, plant, and stock-in trade.
(24) To sell, dispose of by way of lease or on hire or otherwise transfer business, property and
undertakings of the company or any part thereof for cash, stock or shares of any other company
or for any other consideration which the company may deem fit to except for the attainment of
its objects.
(25) To sell, improve, manage, develop, exchange, lease, mortgage, enfranchise, dispose of, turn
to account or otherwise deal with deal with all or any part of the property and rights of the
company.
(26) To accept stop or shares in, or the debentures, mortgage debentures or other securities of
other company in payment or part payment for and services rendered or for any sale made to or
debt owing from any such company.
(27) To carry on other trade or business (whether manufacturing or otherwise) which may seem
to the company capable of being conveniently carried on in connection with the above or
calculated directly or indirectly to enhance the value of or render profitable any of the
company's property or rights.
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(28) To acquire and undertake the whole or any part of the business, property and liabilities of
any person or company carrying on any business which the company is authorized to carry on or
possessed of property suitable for the purposed of property suitable for purpose of this company.
(29) To pay all costs, charges and expenses incurred or sustained in or about the promotion and
establishment of the company, or which the company shall consider to be in the nature of
preliminary expenses including therein the cost of advertising commissions, for under-writing,
brokerage, printing and stationary and expenses attendant upon the formation of agencies.
(30) To construct, maintain and alter any building or works, necessary or convenient for the
purpose of the company.
(31) To apply for to take Out purchase or otherwise acquire any trade mark, patents, patent-
rights, inventions, copyrights, designs or secret processes, which may be useful for the
company's objects and to grant license, to use the same and to work, develop, carry-out, exercise
and turn to account the same and adopt such means of making known the business and products
of the company or of any company in which this company is interested as it may deem
expedient and in particular by advertising in newspapers, magazines, periodicals, by circulars,
by purchase and exhibitions, by publication and distribution of books and periodicals, calendars,
almanac (s) and diaries, by distributing samples and by granting prices and donations.
(32) To make, draw, accept, endorse, discount, execute, issue and negotiate, che4ues, bills of
exchange promissory notes, debentures and other negotiable or transferable instruments.
(33) To borrow or raise or secure the payment of money in such other manner as the company
shall think fit and in particular by the issue of debentures, debenture bonds, or debenture stock,
perpetual or other wise, mortgage or any other securities charges or based upon the undertaking
of the company or any part of its property both present and future including is uncalled capital
and rights of the company or without any such security, and upon such terms as to priority or
otherwise, and generally to borrow money in such manner as the company shall think fit but the
company shall not do any banking business as defined under Banking Regulations, 1949.
(34) To receive grants, loans, advances or other money or deposit or otherwise, from the Central
Government or State Governments, Banks, Companies, Trusts or individuals with or without
allowances of interest thereon.
(35) To lend money to such persons or company and on such terms as may seem expedient, and
in particular to customers and others having dealings with the company, and to guarantee the
performance of contracts by such persons or companies.
(36) To invest and deal with the moneys of the company not immediately required in such
manner, other than in the shares of the Company, as may from time to time be determined.
(37) To acquire by subscription purchase or otherwise and to accept and take, hold and sell,
shares or stock in any company, society or undertaking the object of which shall either in whole
or impart, be similar to those of the company such as may be likely, directly or indirectly, to
promote or advance the interests of the company.
(38) To establish, maintain, subscribe to or subsidize or become member of training institutions,
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research laboratories research institutions and experimental workshops for scientific and
technical research and experiment.
(39) To provide for the welfare of the persons in the employment of the Company, and the wives,
widows and families of such persons, by establishing provident or other funds by grants of
money, pensions and other payment, and by providing or subscribing to place of instruction and
recreation and hospitals, dispensaries, medical and other attendance as the Company shall think
fit, and do to subscribe money to or for and otherwise help any charitable or benevolent object
or any exhibition or any public show or useful object.
(40) To establish and regulate branches or agencies of the Company at any place in India or
elsewhere and discontinue the same.
(41) Generally to do all such other matters and things as may appear to be incidental or
conductive to the attainment of the above objects or any of them or consequential upon the
exercise of its powers of discharge of its duties.
(42) To create any depreciation fund, reserve fund, sinking fund, insurance fund or any special or
other fund whether for depreciation or for repairing, improving, extending or maintaining any of
the property of the Company or for redemption of debentures or re-deemable preference shares
or for special dividends or for equalizing dividends for any other purpose whatsoever and to
transfer any such fund thereof to any of the funds herein mentioned.
(43) To employ or pay experts, 'foreign consultants' etc. in connection with the
planning and development of all or any of the business connected with the
Company's operations.
(44) To appropriate, use or let out land belonging to the Company for streets, park
pleasure grounds, allotments and other convenience and to present any such land so
laid out to the public or to any persons or Company conditionally or
unconditionally as the company thinks fit. (c) The other objects not included in A & B above: (i) To apply for, tender purchase otherwise acquire contracts and concessions for,
or in relation to the contractions, execution, carrying out equipment, improvement,
management, administration or control of works and conveniences and to undertake,
execute, carry out, dispose of or other wise turn to account the same and to execute
infrastructure and Civil Deposit Works of Central/State/Semi-Government Agencies. (ii) To invest the capital of the Company in, or to deal with shares, stocks, bonds,
debentures, obligations and other securities of any company or association formed for
establishing, executing or working of any industrial undertaking approved by the company.
(iii) To issue or guarantee, the issue of or the payment of interest on the shares,
debentures, debenture stock, or other securities or obligations of any company or
association, and to pay or provide for brokerage, commission and underwriting in respect
of any such issue. (iv) The liability of members is limited. (v) The share capital of the company is Rs.5 crores (Rupees Five Crores) divided in
to 5 lac ( Five lac) equity shares of Rs. 100/- (one hundred) each with power to increase or
reduce the capital, to divide the shares into capital for the time being into several classes
and to attach, there to respectively preferential, deferred, qualified or special right
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privileges or conditions as may be determined by or in accordance with the regulations of
the company and to vary, modify or abrogate any rights, privileges or conditions in such
matter as may for the time being be provided for the regulations of the company and to
consolidate or sub-divided the shares and issue shares of higher or lower denomination .
We, the persons whose names and address, descriptions and occupations are subscribed
below are desirous of being formed into a company in pursuance of this memorandum of
association and we respectively agree to take the number the shares in the capital of
company set opposite our respective names.
Names ,address descriptions and No. of shares taken Signature Of Names, addresses description
occupation (if any) Of by each subscriber subscriber. and occupation if any of
subscribers. Witnesses
1 2 3. 4
1. Shri Ashok Jaitly, lAS I Equity Share Sd/- Sd'- N. R. Gupia, Dy. Secy
Secretary J&K Govt. Industries I & C Deptt.
& Commerce Deptt.
2. Sh. A. M. Lankar Secretary to I Equity Share Sd'- Sd/- R. K. Sadhu Under
J&K Govt Finance Department Secretary Finance Department
Place : Jammu
Date : 21/11175
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ARTICLES OF ASSOCIATION OF
JAMMU AND KASHMIR SMALL SCALE INDUSTRIES DEVELOPMENT CORPORATION LIMITED
Unless the context otherwise requires, words or expressions contained in these Articles shall
bear the same meaning as in the Act or any statutory modification thereof in force at the date at
which the Articles become binding on the company.
The marginal rotes hereto shall not effect the construction hereof and in these presents,
unless there be something in the subject or context inconsistent there with:
INTERPRETATION
"The Company" means Jammu and Kashmir Small-Scale Industries
Development Corporation Limited.
'The Act' means the companies Act 1956 (Central Act of 1956) and all the rules
made there under.
"The Government" means the Government of Jammu and Kashmir. 'Capital'
means the capital for the time being raised or authorized to be raised for the purposes of the
company.
'Shares' means the shares or stock into which the capital is divided and the interest
corresponding with such shares or stock.
'The Director' means the Director for the time being of the Company.
'The Board of Director' or the Board means the Board of Director for the time being
of the company.
'The Chairman' means the Chairman of the Board of Director for the time being of
the company.
'The Office' means the registered office for the time being of the
company.
'The Register' means the Register of Members to be kept pursuant to section 150 of
the Act.
'Month means Calendar month.
'Seal' means the common seal for the time being of the company and as regard the transaction
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of business of the Company outside India, the official seal which shall be used in accordance with the provisions of section 50 of the Companies Act 1956
'Regulations of the Company' means the regulations for time being in force of management of
the company.
'Proxy' includes attorney duly constituted under a power of Attorney.
'In writing' and 'written' include printing, lithograph and other modes of representing or
reproducing words in a visible form. Words importing the singular number only include the
plural number and vice-versa. Words importing the masculine gender shall include the
feminine gender words importing persons include corporation.
2. Company to be a public company,
The company, originally incorporated as private company, shall be a public limited
company in terms of Sub-section (iA) of section 43A of a Companies Act of 1956 with effect
from 8-12-1984 and accordingly inpursuance of proviso attached to said sub-section (I A) of
section 43 A:-
(1) The number of Members for the time being of the company shall not exceed 50
excluding: (i) Persons who are for the time being in the employment of the Company; and (ii) Persons who have been formerly in the employment of the Company were
Members of the Company while in that Employment ceased; but where two or
more persons hold one or more share in the Company jointly; they shall for
purposes of the Article be treated as a single member. (b) Any invitation of the public to subscribe any shares in or debentures of the
company is hereby prohibited. (c) The right of the transfer of the shares shall be restricted as hereinafter provided.
3. Table 'A' to apply except other wise provided- The regulation contained in Table 'A' in
the first Schedule in the Act shall apply to the Company.
4. Company to be governed by these Regulations:- The regulations for the management of
the Company and for the observance of the members there of and their representatives
shall subject to any exercise of the statutory powers of the Company in reference to the
repeal or alteration of or addition to its regulation by special resolution as prescribed or
permitted by the Act be such as are contained in these Articles. 5. Capital. - The Capital of the Company is (Rupees five crores ) divided into five lakhs
(five lakhs) equity shares of Rs. 100 (one hundred) each with power to increase or
reduce the capital, to divide the shares in the capital for the time being into serceral
classes to attach thereto respectively, preferential, deferred, qualified or special rights,
privileges or conditions as may be determined by or in-accordance with the regulations
of the Company and to vary, modify or abrogate any rights, privileges or conditions in
any manner as may for the time being be provided by the regulations of the Company
and to consolidate or subdivide the shares and issue shares and issue shares of the
higher or lower denomination.
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6. Company share not to be purchased - Save as permitted by the provisions of the Act,no
part of the funds of the company shall be employed in the purchase of, or in loans upon
the security of the shares of the company.
7. Allotment of the shares - Subject to the provisions of the Act and these Articles and
tothe rights of the Government the allotment of the shares shall be under the control of
the Board of Directors who may allot or other wise dispose of the same to such persons
on such terms and conditions, and at such times as the Board thinks fit either at par or at
a premium and for such consideration as the Board thinks fit, subject to the provisions,
if any, in that behalf of the Memorandum of Association of the Company, and without
prejudice to any special rights previously conferred on the holders of the existing shares
in the Company, any shares in the company may be issued with such preferred, deferred
or other special rights or such restrictions, whether in regard to dividend, voting rights
of the shares or otherwise as the Company may from time to time by special resolution
determine and any preference shares may with the sanction of the special resolution
may issued on the terms and condition that it is, or at the option of the company is liable
to be redeemed.
8. Return of allotments - As regard allotments made from time to time the Companyshall
duly comply to the provisions of the Act.
9. Shares certificate - Every person whose name is entered as a member in the
registershall without payment of any fees or charge be entitled to a certificate under the
seal of the Company specifying share or shares held by him and the amount paid
thereon:-
Provided that, in respect of a share or shares held jointly by several persons,
the company shall not be bound to issue more than one certificate to one or several joint
holders shall be sufficient delivery to all.
10. Particulars on a share certificate - Every certificate of the shares shall specify
thenumber and denoting numbers of shares in respect of which it is issued and the
amount paid up thereon and shall be signed at least by two Directors.
11. Issue of new share certificate - If a share certificate is defaced, tom or old,
decrepit,worn out or there is no further space on the back thereof for endorsement of
transfer thereof to the Company it may order the same to be cancelled and issue a new
certificate in lieu thereof. If any share certificate is lost or destroyed, it may be renewed
on obtaining prior consent of the Board and on payment of a fee of fifty paise and on
such reasonable terms, if any, as to evidence and indemnify and the payment of out-of
pocket expenses incurred by the company investigating evidence, as the directors think
fit.
12. Calls on shares - The Directors may from time to time make such calls as they thinkfit upon the members in respect of all moneys unpaid on the shares held by them
respectively and specify the time or times of payment and each member shall pay to the
Company at the time or times so specified the amount called on his shares.
Provided, however, that the Directors may from time to time, at their
discretion, extend the time fixed for the payment of any call.
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13. When interest on call or installment payable - If the sum payable in respect to any
callbe not paid on or before the day appointed for payment thereof, the holder for the
time being or the allottee of the shares in respect of which a call shall have been made
shall pay interest on the same at such rate not exceeding 6 per cent, per annum as the
Directors shall fix from the date appointed for the payment there of to the time of actual
payment, buy the Directors may waive payment of such interest, wholly or in part.
14. Joint holders : liability to pay call - The joint holders, of a share shall be jointly
andseverally liable to pay all calls in respect thereof. 15. When call deemed to have passed—A call shall be deemed to have been made at
thetime when the resolution of the Directors authorizing the call was passed. A call may
revoked or postponed at the discretion of the Directors.
16. Forfeiture of shares - (i) If a Member fails to pay any call or installment of a call onthe
day appointed for payment thereof the Directors, may, at any time thereafter during
such time as may part of the call or installment remains unpaid, serve a notice on him
requiring payment of so much of the call or installment is an unpaid together with any
interest which may have accured.
(ii) The notice aforesaid shall:-
(a) name a further day (not being earlier than the expiry of fourteen days from the date
of service of notice) or before which the payment required by the notice is to be
made; and
(b) State that, in the event of non-payment on or before the day so named, the shares in
respect of which the call was made will be liable to be forfeited.
(iii) If the requirements of any such notice as aforesaid are not compiled with any
share in respect of which the notice has been given may, at any time thereafter,
before the payment required by the notice has been made be forfeited by a
resolution of the Directors so that effect.
(iv) A forfeited shares may be sold or otherwise disposed on such terms and in such
manner as the Directors think fit.
(v) At any time before a sale or disposal as aforesaid, the Directors may cancel the
forfeiture on such terms as they think fit.
17.. Effect of forfeiture - (i) A person whose share have been forfeited shall cease to be a
member in respect of the forfeited shares but shall, notwithstanding the forfeiture,
remain liable to pay to the Company all moneys which at the date of forfeiture, were
presently payable by him to the Company in respect of the shares.
(ii) The liability of such person shall cease if the company shall have received
payment in full and all such moneys in respect of such shares.
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18. Declaration of forfeiture—(i) A duly verified in writing that the declarant is aDirector,
Managing Director, the Manager or Secretary of the Company and that a share in
company has been duly forfeited on a date stated in the declaration shall be conclusive
evidence of the fact therein stated as against all persons claiming to be entitled to the
share. (ii) The company may receive the consideration, if any, given for the share on any
sale or disposal thereof and may execute a transfer of the share in the favour of the
person to whom the share is sold or disposed of.
(iii) The transferee shall thereupon be registered as the holder of the share.
(iv) The transferee shall not be bound to see to the application of the purchase-
money, if any, nor shall his title to the share be affected by any irregularity or invalidity
in the proceedings in reference to the forfeiture, sale or disposal of the shares
19. Provision regarding forfeiture to apply in case of nonpayment of sums payable at a
fixed time.--- The provisions of the these articles as to forfeiture shall apply in the
caseof nonpayment of any sum which by the terms of issue of a share become payable
at a fixed time, whether on account of the nominal value of the share or by way of
premium, as if the same had been payable by virtue of a call duly made and notified.
20. Payment of calls in advance, ---- The Directors, may, if they think fit receive from
anymember willing to advance the same, all or any part of the moneys due upon the
shares held by him beyond the sums actually called for, and upon the moneys so paid in
advance or so much there of as from time to time exceeds the amount of the calls then
made upon the shares in respect of which such advance has been made, the company
may pay interest at such rate (not exceeding, without sanction of the company in
General Meeting 6 per cent per annum) as the members paying such sum in advance
and the Directors agree upon and the Directors may at any time repay the amount so
advanced upon giving to such member three months notice in writing.
21. Company lien on shares, ---- The company shall have the first and paramount lien
onevery share (not being a fully paid share) for all moneys ( whether presently payable
or not) called or payable at a fixed time in respect of that share, and the company shall
also have a lien on all shares ( other than fully paid shares) standing registered in the
name of single person, for all moneys presently payable by him or his estate to the
company but the Board of Directors may at any time declare any share to be wholly or
in part exempt from the provisions of this Article. The company's lien if any on a share
shall extend to all dividends payable thereof. 22. Enforcement of lien by sale;----The company may sell in such manner as the
Directorsthink fit, any shares on which the company has lien but no sale shall be made
unless a sum in respect of which the lien exists is presently payable nor until the
expiration of fourteen days after a notice, in respect of which the lien exists as is
presently payable, has been given to the registered holder for the time being of the share
or the person entitled thereto by reason of his death or insolvency.
15
23. Application for sale proceeds,---- The proceeds of the sale shall be received by
thecompany and shall be applied in payment of such part of the amount in respect of
which the lien exists as is presently payable and the residue, if any, shall ( subject to a
like lien for sums not presently as existed upon the share prior to the sale ) be paid to
the persons entitled to the shares at the date of sale. The purchaser shall be registered as
the holder of the shares and he shall not be bound to see to application of the purchase
money, nor shall his titled to the shares be affected by any irregularity or invalidity in
the proceeding in reference to the sale.
24. Transfer and transmission of shares ----The right of members to transfer their
sharesshall be restricted as follows:
(a) A member may transfer a share or other person entitled to transfer only to a person
approved by the Board.
(b) Subject to section 3 of the Act and subject as aforesaid the Directors may in the
absolute and uncontrolled discretion refuse to register any proposed transfer of
shares.
25. Notice of refusal to register transfer, --- If the Directors refuse to register the transferof
any shares, they shall, within two months of the date on which the instrument of
transfer is delivered to the company send to the transferee and the transferor notice of
refusal.
26. Company not bound to recognize any interests in shares other than that of registered
holders, --- Save as herein otherwise provided, the Directors shall be entitled to treatthe
persons whose name appears on the register of Members as the holder of any share as
the absolute owner thereof and accordingly shall not ( except as ordered by a court of
Competent Jurisdiction as by law required) be found to recognize any benumb trust of
equity or equitable contingent or other claim or interest in such share on the part of any
person whether or not it shall have express or implied notice thereof.
TRANSFER OF SHARES
27. Exclusion of transfer,---- The instrument of transfer of any share in the company
shallbe executed by one or behalf of both the transferor and the transferee and the
transferor shall be deemed to remain a holder of the share untill the name of the
transferee is entered in the Register of Members in respect thereof.
28. Subject to the provision of section 108, the shares in the Company shall be transferred in the following from, namely: Date of presentation to the prescribed authority
16
SHARE TRANSFER FORM FOR THE CONSIDERATION OF, stated below, the Transferor (s)* named do
herebytransfer to the transferee (s)" named, his (their) executors, administrators and assigns,
the shares specified below, subject to the conditions on which the said shares are now held by
the Transferor (s) and the Transferee (s) do hereby agree to accept and hold the shares subject
to the condition aforesaid.
Full Name of company No. in description Number and full desc- No. In figures equity / Preference cription of shares Shares
Distinctive Numbers
Whether the said shares are dealt in a quoted on Recognized stock exchange * If reply to above is Yes,
name of stock exchange should be indicated TRANSFER FORM Transferor's (s) names is full (preferably typewritten or in block capitals)
*CONSIDERATION (In words)
TRANSFER TO Transferee (s) Name (s) in full (preferably typewritten or in block capitals the name/ names may be filled in before the instrument is lodged with the company for registration).
** If the shares are listed on more than one recognized Stock Exchange name of any one of
such Stock Exchange only need be indicated
+ The consideration money set forth in a transfer may differ from that which the first seller will
receive owing to subsequent sales by the original buyer,
Signature of witness * Signatures (s) With name and address of in full (name preferably Transferor(s) typewritten or in block
capitals)
17
Signature of witness With name and * Signatures (s) of
address in full (name preferably Transferor(s)
typewritten or in block capitals)
Dated ......................... This day of……………………….. two thousand and ………………………………………………………………
*Signature by thumb impression, marks etc., should be attested by J.P. Magistrate, Notary Public or a similar authority holding a public office authorized to use a seal of his office.
PARTICULARS OF TRANSFEREE(S)
Transfrees ShrilShrimati Occupation Address Father's/ or Kumari Husband's
name …………………………………………………………………………………………..
Entered in register of Transfer No . ...................................................... Folio
Specimen Signature(s) of
Approved ..................................................Transfer(s)
Dated..........................................
Note: Name must be rubber stamped preferably in a straight line chronological
order should be maintained.
Broker's Clearing number should be stated when delivery is given by a clearing
Member Bank.
Name of Delivering Date Name of Delivering Date
Broker or Clearing Broker or Clearing Member Member
………………………………………………………………………………………………….. Lodged by ............................
Full Address ..........................
Power of Attorney Prodate Letters of Death certificate Administration
Registered with the Company under No...................Dated ...................
Signature (not initials of Brokers, Bank, Company or stock Exchange/ Clearing House)
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29. Transfer to be left at office and evidence of title to be given- Every instrument
oftransfer shall be left at the office of registration, accompanied by the certificate of
shares to be transferred and such evidence as the Company may require to prove the
title of the transfer or its right to transfer the shares. All instruments, of transfer shall be
retained by the company.
** Particulars in respect of each transferee should be entered in the order in which
transferee names occur above but any instrument of transfer which the Directors may
decline to transfer shall on demand be returned to the person depositing the same.
30. Transmission by operation of law- Nothing contained in the article 25 shall
prejudiceany power of the Company to register shareholder any person to whom the
right to any shares in the company has been transmitted by operation of law.
31. When register of members and debenture holder may be closed - The Register
ofMembers or the Register of Debenture holders may be closed for any period or
periods not exceeding in the aggregate 45 days in any year but not exceeding 30 days at
any one time after giving not less than 7 days previous notice by an advertisement in
some newspapers circulating in the district in which the registered office of the
company is situated.
32. Directors right to refuse registration - The Board may subject to the right of
appealconferred by section III decline to register:-
(a) The transfer of a share, not being a fully paid share to a person of whom they do
not approve; or (b) any transfer of shares on which the company has a lien
33. The Board may also decline to recognize any instrument of transfer unless:-
(a) a fee of two rupees is paid to the company in respect thereof; (b) the instrument of transfer is accompanied by the certificate of the shares to
which it relates, and such other evidence as the Board may reasonably require to
show the right of the transferor to make the transfer; and (c) the instrument of transfer is in respect of only one class of shares.
ALTERATION OF CAPITAL
34. Power to increase capital - Subject to the approval of the Government, the
Directorsmay with sanction of the company in General Meeting increase the share
capital by such sum, to be divided into shares of such amount, as may be specified in
the resolution.
35. On what condition new shares may be issued - Subject to such directions as may be
issued by the Government in this behalf, new shares shall be issued upon such terms
and conditions and with such rights and privileges annexed thereto as the company may
in its General Meeting direct and if no such direction be given as the Directors shall
determine: Provided that no shares (not being preferences shares) shall be issued carrying
voting right or right in the company as to dividend capital or otherwise which are
19
disproportion to the rights attaching to holders of other shares (not being preference
shares).
36. How for new shares to rank with shares in original capital- Except so far as
otherwiseprovided by the conditions of issues or by these Articles, any capital raised by
the creation of new shares shall be considered part of the original capital and shall be
subject to the provision herein contained with reference to the payment of calls and
installments, transfer and transmission, lien voting surrender and otherwise.
37. New shares to be conferred to Members - The new shares shall be offered to themember
in proportion to the existing shares held by each member and such offer shall be made
by notice specifying the number of shares to which the member is entitled and limiting
a time within which offer, is not accepted, will be deemed to be decline and after the
expiration of such time or on receipt of an intimation from the member to whom such
notice is given that he declines to accept the shares offered, the Directors may dispose
of the same in such manner as they think beneficial to the Company. 38. Reduction of capital—Subject to the provisions of section 100 to 104 of the Act
andsuch directions as may be issued by the Government in this behalf, the company
may, from time to time by special resolution reduce its capital by paying of capital or
canceling capital which has been lost or unregimented by available assets or its
superfluous or by reducing the liability in the shares or otherwise as may seem
expedient and capital may be paid off upon the footing that it may be called upon again
or otherwise and the Directors may subject to the provisions of the Act, accept
surrender of shares.
39. Consolidation and sub-division of shares - The Company may in general meeting
alterthe conditions of its Memorandum as follows;
(a) Consolidation of shares - Consolidate and divide all or may of its shares of
larger amounts than its existing shares;
(b) Sub-Division of shares— Sub-divide its shares or any of them into shares of
smaller amount than originally fixed by the Memorandum subject, nevertheless,
to these Articles and section 106 of the Act the Resolution by which any shares
are sub-divided may determine that as between the holders of the shares
resulting from such sub-division one or more of such shares may be given any
preference or advantages or otherwise over the others or any other such shares;
(c) Cancellations of Shares; Cancel shares which at the date of such General
Meeting have not been taken or agreed to be taken by any person and diminish
the amount of its share capital by the amount of the shares as cancelled.
40. Power of Modify- If at any time, the capital by reason of the issue of preference
sharesor otherwise is divided into different classes of shares, all or any of the rights and
privileges attached to each class may a subject to the provisions of section 106 and 107
of the Act. be modified abrogated or dealt with by agreement between the company and
any person purporting to contact on behalf of that class; provided such agreement is (a)
ratified in writing by the holders of shares of that class of at least three-fourths of the
20
nominal issue value held by them or (b) confirmed by a resolution passed at a separate
general meeting and supported by the votes of at least three fourths of the holders of
shares of class and all the provisions hereinafter contained as to General Meeting shall
mutatis mutandi, apply by every such meeting except that the quorum thereof shall be
members, holding or representing by proxy one fifth of the nominal amount of issued
shares of that class. The Articles shall not by implication curtail the power of
modification which the company would have if the Article were omitted.
BORROWING POWERS 41. Power to borrow—The Directors may from time to time borrow or secure thepayment
of any sum or sums of money for the purposes of the company by means of resolution
passed at a meeting of the Board.
42. Conditions on which money may be borrowed—The Board may raise or secure
therepayment of such sum or sums in such manner and upon such terms and conditions
in all respects as it thinks fit and in particular by the issue of bonds, perpetual or
redeemable debenture-stock or any mortgage, or other security on the undertaking of
whole or any part of the property of the Company (both present and future) including its
uncalled capital for the time being.
-
43. Securities assignable from any equities—Debentures, debenture-stock bonds or
othersecurities may be made assignable free from any equities between the company
and the person to whom the same may be issued.
44. Issue at discount etc. or special privileges - Subject to the provision of section 76,
79and 117 of the Act, any shares, debentures, debenture stock bonds or other securities
may be issued at a discount, premium or otherwise and with any special privileges to
redemption; surrender, drawings allotment of shares, appointment of Directors and
otherwise.
45. Instrument of transfer—Save as provided in section 108 of the Act, no transfer
ofdebenture shall be registered unless a proper instrument of transfer duly stamped and
executed by the transferor and transferee has been delivered to the Company together
with the certificate or certificates of the debentures.
46. Notice of refusal to register transfer—If the Board refuses to register the transfer ofany
debentures the company shall, within two months from the date on which the
instrument of transfer was lodged with the company, send to the transferee and to the transferor notice of the refusal.
47. Priority of charges on uncalled capital—Whenever any uncalled capital of thecompany
is charged all persons taking any subsequent change thereon shall take the same subject
to such prior charge and shall not be entitled by notice to the shareholders or otherwise
to obtain priority over such prior change. 48. Indemnity may be given—If Directors or any of them or any other persons shallbecome
personally liable for the payment of any sum primarily due from the company, the
Directors may execute or cause to be executed any mortgage or security over or
affecting the whole or any part of the assets of the company by way of indemnity to
21
secure the Directors or persons are becoming liable as aforesaid from any loss in
respect of such liability.
GENERAL MEETINGS
49. When annual general meetings lobe held—The First Annual General Meeting of
thecompany shall be held by the company within 18 months of its incorporation and
thereafter the Annual General Meeting of the company shall be held within 6 months
after the expiry of each financial year except in the case when for any special reasons,
the time for holding the Annual General Meeting (not being the first Annual General
Meeting) is extended by the Central Government by a period not exceeding 3 months,
Except as provided under the Act, No greater interval than 15 months shall be allowed
to lapse between two Annual General Meetings. Every General Meeting shall be held
during business hours on a day that is not a public holiday. The notice calling the
meeting which may be called at such time and place as may be determined by the
Directors shall be called extra-ordinary General Meetings.
50. When extra-ordinary meeting to be called—Subject to the provision of the Act,
theDirector may whenever they think fit and they shall, on the requisition of the holders
of not less than the 1/10th of the paid-up capital of the company as at the date carried
right of voting in regard to that matter on which all calls or other sums than due have
been paid forthwith proceed to convene an extra-ordinary Meeting of the Company and
in the cause such requisition the following provisions shall have effect:-
(i) The requisition must state the objects of the meeting and must be signed by the
requisitionist and deposited at the office and may consist of several documents
in like form each signed by one or more requisitionists.
(ii) If the Directors of the Company do not proceed within twenty-one days from
the date of the deposit of the valid requisition to cause a meeting to be called for
consideration of these matters on a day later than forty five days from the date
of the deposit of the requisition, the requisitionists or the majority or them in
value may, them-selves convince the meeting but any meeting so convened
shall be held within three months from the date of the deposit of the requisition.
(iii) Any meeting convened under this Article by the requisitionists shall
beconvened in the same matter as early as possible as that in which meetings are
to be convened by the Directors. It after requisition has been received, it is not
possible for a sufficient number of Directors to meet any time so as to form a quorum, any Directors may convince an Extra-ordinary General Meeting in the
same manner as early as possible as that in which meeting may convened by the
Directors. 51. Notice of Meeting—A General Meeting of the Company may be called by giving
notless than twenty-one days notice in writing specifying the place, day and hour of
meeting. Such notice shall be served on every member in the manner hereinafter
provided but with the consent in writing of all the members entitled to receive notice of
same any particular meeting may be convened by such shorter notice and in such
manner as those members may think fit.
22
Provided, however, that where any resolutions intended to be passed as a
special resolution at any General Meeting as required by any provision of the Act,
notice of such meetings specifying the intention to purpose the resolution as a special
resolution shall be served. 52. Non-Receipt of Notice not to invalidate proceedings—The accidental omission to
giveany such notice to or the non-receipt of any such notice by any member shall not
invalidate the proceedings at any meeting.
53. Business at an Annual General Meeting—The Business of an Annual GeneralMeeting
shall be to receive and consider the profit and loss account, the balance sheet and the
report of the directors and of the Auditors, to declare dividends, to appoint and fix the
remuneration of auditors, to appoint Directors in the place of those retiring and to
transact any other business which under these Articles ought to be transacted at an
Annual General Meeting all other business transacted at an Ordinary General Meeting
shall be transacted in accordance with section 173 of the Act. – 54. Quorum—Two members present in person shall be a quorum for General
meetingsubject to the provisions of section 174 of the Companies Act 1956. If at
adjourned meeting also quorum is not present. that be taken a full quorum vide sec.
174(s). 55. Right of Government to appoint any person as their representative,-(i)—
TheGovernment as long as they are share-holders of the company may from time to
time appoint one or more persons (who need not to be a member or members of the
company) to represent them at all or any meetings of the company.
(ii) Any one of the person appointed under sub-clause(i) of
this Article who is personally present at the meeting shall be deemed to be a member entitled to vote and be present in person and shall be entitled to represent the Government at all or any such meeting and to vote on his behalf whether on a show of hands or on a poll.
(iii) The Government may from time to time, cancel any appointment made under
sub-clause (I) of this Article and make fresh appointment.
(iv) The production at the meeting of an order of the Government evidenced as
provided in the Constitution of the state shall be accepted by the company as
sufficient evidence of any such appointment or cancellations aforesaid.
(v) Any person appointed by the Government under this Article may, if so
authorized by such order appoint a proxy, whether specially or generally.
56. Chairman of General Meeting- The Chairman of the Board of Directors shall bepreside
at every General Meeting. In the absence of chairman, the members present shall
choose any Director to be chairman.
57. If Quorum not present Meeting to be Dissolved and when to be adjourned- If,
withinhalf an hour after the time appointed for the holding of a general meeting a
quorum be not present the meeting, if convened on the requisition of share holders,
23
shall be dissolved and in every other case shall stand adjourned to the same day in the
next week at the same time and place or to such other day, time and place as the
Directors may by notice to the shareholders appoint. If at such adjourned meeting a
quorum be not present those members present shall be a quorum and may transact the
business for which the meeting was called.
58. Chairman to adjourn the meeting—The Chairman of General Meeting may, with
theconsent of the meeting, adjourn the same 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.
59. How questions to be decided at a meeting—Every question submitted to a meetingshall
be decided in the first instance by a show of hands and in the case of an equality of
votes, the Chairman shall, both on a show of hands and at a pool (if any) have a casting
vote in addition to the vote or votes to which he may be entitled as a member.
60. What is to be evidence of the passing of a resolution where poll not demanded—Atany
General Meeting, a resolution put on to the vote of the meeting shall be decided on a
show of hands, unless if a poll is (before or on the declaration of the result of the show
of hands) demanded in accordance with the provisions of the Act, and unless a poll is so
demanded, a declaration by the Chairman that a resolution has on, a show of hands been
carried or carried or carried unanimously or by particular majority, or lost an entry to
that effect in the book of the proceedings of the company shall be conclusive evidence
of the fact, without proof of the number of proportion of the vote record in favour of or
against that resolution.
61. Poll—If a poll is duly demanded, it shall be taken in such manner and at such timeand
place as the Chairman of the meeting directs, and either at once or after an interval of
adjournment of otherwise and the result of the poll was demanded. The demand of a
poll may be withdrawn.
62. Poll shall not present the continuance of meeting—The demand of a poll shall
notprevent the continuance of a meeting for the transaction of any business other than
the question on which a poll has been demanded.
63. Chairman the sole Judge - The Chairman of any meeting shall be the sole Judge of
thevalidity of every vote tendered at such meeting. The Chairman present at the taking
of a poll shall be the sole judge of the validity of every vote tendered at such poll.
64. Any resolution passed by the Directors notice where of shall be given to the members in
the manner in which notices are, hereinafter directed to the given and which shall
within one month after it shall have so been passed, be ratified and confirmed in writing
by members entitled at a poll to three-fifths of the votes, shall be as valid and effectual
as a resolution of a General Meeting: but this clause shall not apply to a resolution of or
winding up the company or to a resolution passed in respect of any matter which by a
special resolution or an ordinary resolution specifically to be passed at a meeting of the
Board.
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VOTE OR MEMBERS
65. Voting Rights - Upon a show of hands, every member present in person shall have
onevote and upon a poll every member present in person or by proxy or by duly
authorized representative shall have voting rights in proportion to his share at the paid
up equity value of the Company. 66. Company members representative to vote by proxy—Any member who is a memberof a
company should be present by representative duly authorized by a resolution of the
Directors of such company in accordance with the provisions of the Act may vote on a
show of hands as if he was a member of the company. The production at the meeting of
a copy of such resolution duly certified by one Director of such company as being a
true copy of the resolution shall at the meeting be accepted by the company as sufficient
evidence of the validity of his appointment.
67. Votes in respect of shares of deceased and bankrupt members—Any person
entitledunder the Transmission clause to transfer any share may vote at a meeting in
respect thereof as if he was the registered holder of such share provided that at least 72
hours before the time of holding the meeting or adjourned meeting as the case may be
at which he proposes to vote he shall satisfy the Directors of his right to transfer such
share unless the Directors shall have been previously admitted his right to vote as such
meeting in respect thereof. 68. Voting of joint holders—Where there are joint registered holders of any share thenany
of such persons may vote at any meeting either personally or by proxy in respect of
such shares if he was solely entitled thereto and if more than one such joint holders be
present at any meeting personally or by proxy, they one of the said person present
whose name stands first on the register in respect of such share shall alone be entitled to
vote in respect thereof. Several executors or administrators of a deceased member in
whose name any shares stands shall for the purpose of this clause be deemed as joint
holders thereof. 69. Votes in respect of shares of un-sound minds—A member of unsound mind or inrespect
of whom an order has been made by any court having jurisdiction in lunacy, may vote
whether on a show of hands or on poll, by his committee or other legal guardian and
any such committee or guardian and may such committee or guardian may on poll, vote
by proxy.
70. Peoxies Permitted—On a poll, votes may be given either personally or by proxy or
byduly authorized representative.
71. Instrument appointing proxy to be in writing—A member entitled to attend and voteat a
meeting may appoint any other person (whether a member or not) as his proxy to attend
a meeting and vote on his behalf. No member shall appoint more than one proxy to
attend on the same occasion. A proxy shall not be entitled to speak at a meeting. The
instrument of appointment of a proxy shall be in writing and be signed by the appointer
of his attorney duly authorized in writing of if the appointee is a body corporate, be
under its seal or be signed by an officer or an attorney duly authorized by it.
25
72. Instrument appointing proxy to be deposited at Office—The instrument appointing
aproxy and the attorney or other authority, if any under which it is signed or a notary
certified copy thereof shall be deposited at the office of the company not less than 48
hours before the time for holding the meeting at which the person named in the
instrument proposes to vote and in default the instrument of proxy shall not be treated
as valid. No instrument appointing a proxy shall be valid after the expiration of 12
months from the date of its execution except in the case of adjournment of any meeting
first held provisionally to the expiration of such time. An attorney shall not be entitled
to vote unless the powers of attorney or other instrument appointing him or a notary
certified copy thereof has either been registered in the records of the company at any
time not less than 48 hours before the time for holding the meeting at which the
attorney proposes to vote or is deposited at the office of the company not less than 48
hours before the time fixed for which meeting as aforesaid. Notwithstanding that a
power of attorney or other authority has been registered in the records of the company,
the company may by notice in writing addressed to the member or the attorney require
him to produce the original power of attorney or authority and unless the same is
thereupon deposit with the company at the attorney shall not be entitled to vote at such
meeting unless the Directors in their absolute discretion executor such non-production
and deposit.
73. When instrument appointing proxy to be delivered to the company—If any
suchinstrument of appointment be confined to the subject if the appointing proxy or
substitute for voting at meetings of company it shall permanently or for such time as the
Directors may determine be in the custody of the company and if embracing other
object a copy thereof examined with the original shall be delivered to the Company to
remain in the custody of the Company.
74. Form of proxy- An instrument appointing a proxy may be in the following form or in
any other form, which the director shall approve:
JAMMU AND KASHMIR SMALL SCALE INDUSTRIES
“I DEVELOPMENT CORPORATION LIMITED
......................of and ................................... in district
of................... being a member of above named company hereby appoint.............. of
...................... as my proxy to vote for me and on my behalf at the
Ordinary/Extraordinary General Meeting of the Company to be held on the
..................... day of ................................... and my adjourned meeting thereof'.
Signed this ............................................. day ......................................... of
BOARD OF DIRECTORS
75. Number of directors—The number of directors shall not be less than FIVE and
morethan FIFTEEN as the Government may direct.
76. Appointment of Directors—(a) The Directors, including the chairman and theManaging
Director, shall be appointed by the Government and shall be paid such salary/and/or
allowance as the Government may from time to time determine subject to the provision
of section 314 of Act, such reasonable addition remuneration as may be fixed by the
Government may be paid to any one or more of the Directors for extra or special
services rendered by him or them or otherwise.
26
(b) The Government may determine the period for which the Chairman and
Managing Director are to hold their respective offices.
(c) The Government shall have the power to remove any Director including the
Chairman, Dy. Chairman, if any, and the Managing Director from office at any
time in their absolute discretion.
(d) The Government shall have the right to fill any vacancy in the office of the
Directors caused by removal, resignation, death of otherwise.
(e) At every General Meeting, all 'the Directors, except the Chairman, the
Administrative Secretary (by' whatever designation called) and the Managing
Director, shall retire from the office. The Chairman, the Administrative
Secretary and the Managing Director shall retire on ceasing to hold their
respective office. A retiring Director shall be eligible for re-appointment.
POWER OF THE BOARD OF DIRECTORS
77. Generalpower—(I)SubjecttotheprovisionoftheAct, the Board shall be entitled to exercise all such powers, and to do all such acts and things, as the Company is authorized to exercise and do its furtherance of its objects, specified in the Memorandum of Association, for which the Company is established except such powers as are required by the Act or the Memorandum or Articles of the Association of the Company to be exercised or done by the Company in General Meeting. In exercising such powers or doing any such acts or things the Board shall be subject to the provision contained in that behalf in the Memorandum of Articles of Company or in any regulations not inconsistent herewith and duly made thereunder
including regulations made by the Company in General Meeting. (II) No regulations made by the company in General Meeting shall invalidate any
prior act of the Board which would have been valid if that regulation had not
been made.
78. Specific powers to directors—Without prejudice to the general powers conferred
byArticle 77 and the other powers conferred by these Articles the Directors shall have
the following powers namely:
(i) To acquire and dispose of property rights—To purchase take on lease
orotherwise acquire for the company. property rights or privileges which the
company is authorized to acquire at such price and generally on such terms and
conditions as they think fit.
(ii) To authorize work of a capital nature—To authorize the under-taking ofworks
of a capital nature subject to the condition that all cases involving a capital
expenditure exceeding rupees ten lakhs shall be referred to the Government for
their approval before authorization.
(iii) To pay for property and rights—To pay for any property rights or
privilegesacquired by or services rendered to the company either wholly or
27
partially in cash or in shares, bonds, debentures or other securities of the
company and any such shares may be issued either as fully paid up or with such
amount credited as paid up thereon as may be agreed upon; and any such bonds,
debentures or other securities may be either specifically charged upon all or any
part of the property of the company and its uncalled capital or not so charged.
(iv) To secure contracts by mortgage—To secure the fulfillment of any contractsor
engagements entered into by the company by mortgage or charge of all or any
of the property of the company and its uncalled capital for the time being or in
such other manner as they may think fit.
(v) To appoint officers and determine duties etc.—To appoint at their
discretionremove or suspend such managers, secretaries, officers, clerks, agents
and servants for permanent, temporary or special services as they may from
time to time think fit and to determine their powers and duties and fix their
salaries or emoluments and to require security of such amounts as they think fit
in such instance.
(vi) To appoint trustees—To appoint any person or persons (Whether incorporatedor
not) to accept and held on trust or company and property belonging to the
company or in which it is interested or for any other purposes, and to execute
and do such deeds and things as may be requisite in relation to any such deeds
and things as may be requisite in relation to any such trust and to provide for the
remuneration of such trustee or trustees; (vii) To bring and defend act on etc.—To institute, conduct, defend, compound orabandon
any legal proceedings by or against the company or its officers or otherwise concerning
the affairs of the company and also to compound and allow time for payment or
satisfaction of any claims or demands by or against the company;
(viii) To refer to arbitration—To refer any claims or demands by or against thecompany to
arbitration and observe and perform the awards;
(ix) To give receipts—To make and give receipts release and other discharge formoney
payable to the company and for the claims and demands of the company.
(x) To authorize endorsement of cheques etc.—To determine the person who shallbe
entitled to sign on the company's behalf bills, notes receipts, acceptances,
endorsements, cheques, releases, contracts and documents;
(xi) To appoint attorney or agent—To appoint any person to be the attorney oragent of the
company with such powers (including power to sub-delegate) and upon such terms as
may deem fit;
(xii) To invest money—To invest in the Reserve Bank of India or Jammu andKashmir Bank
or in such securities as may be approved by the Government and deal with any of the
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money of the company such investments authorized by the Memorandum of
Association of the Company (not being shares in this Company) and in such manner as
they think fit and from-time to time vary or release such investments;
(xiii) To create a Mortgage—To execute in the name and on behalf of the companyif favour
of any director or other (xix) person who may incur or be about to incur any personal
liability for the benefit of the company such mortgages of the companies property
(present and future) as they think fit and any such mortgage may contain a power of
sale and such other powers, convenants and provision as shall be agreed upon;
(xiv) To give commission—Subject to the approval of the Government to give toany person
employed by the Company a Commission on the profits of any particular business
transaction or a share in the general profits of the Company and such commission or
share profits shall be treated as part of the working expenses of the Company;
(xv) To make Bonus etc-b laws—from time to time make, very and repeal be- lawsfor the
regulation of the business of the Company its officers and servants;
(xvi) To make Bonus etc.—to give award or allow any bonus, pension, gratuity or
compensation to any employee of the Company or his widow, children or
dependents, that may appear to the Directors just or proper whether such
employee, his widow, children or dependents, have or have not legal claim upon
the Company.
(xvii) To make provision for pension etc.—Before declaring any dividend and subject
to the approval of the Government to set aside such portion of the profits of the
Company as they may think fit; to form a fund to provide for such pension;
gratuities or compensation or create any provident or benefit found in such
manner as the Directors may deem fit;
(xviii) To establish local Boards—From time to time and any time to establish
anyBoard for managing any of the affairs of the Company in any specified
locality in the State or out of the State and to appoint any person to member of
any such Local Board and to fix their remuneration and from time to time and at
any time delegate to any person so appointed any of the powers, authorities and
discretion any person so appointed any of the powers, authorities and discretion
for the time being vested in the Directors other than their power to make call;
and to authorize the members for the time being of any such Local Board or any
of them to fill up any vacancies therein and to act notwithstanding vacancies
and any such appointment of delegation may be made in such terms and subject
to such conditions as the Directors may think fit and Directors may at any time
remove any person so appointed and may or vary any such delegations;
(xix) To make contracts—To enter into all such negotiations and contracts andrescind
and vary all such contracts and execute and do all such acts, deeds and things in
the name and on behalf of the company as they may consider expedient for or in
relation to any of the matters aforesaid or otherwise for the purpose of the
Company; and
(xx) To sub-delegate powers etc.—Subject to section 292 of the Act to sub-delegate
29
all or any of the powers authorized and discretion for the time being vested in
them, subject however, to the ultimate control and authority being retained by
them;
79. Appointment of Managing Director—(I) The Government may appoint one of the
Directors to be the Managing Director for the conduct or management of the business
of the Company subject to the control and supervision of the Board of Directors. The
Managing Directors may be authorized by the Board to exercise such powers of
discretion in relation to the affairs of the company as specifically delegated to him by
the Board and are not required to be done by the Board of Directors or the company at
the General Meeting under the Act. (ii) The Managing Director shall be paid such salary and allowances an may be
fixed by the Government.
80. Vacation of office of Director- The office of a Director shall ipso facto to becomevacant
if: (a) he fails to obtain within the time specified in sub-section (i) of section 270 of the Act or
at any time thereafter ceases to hold the share qualifications, if any necessary for his
appointment; or (b) he is found to be of unsound mind by a court of competent jurisdiction; or
(c) he applies to be adjudicated an insolvent; or (d) he is adjudged an insolvent; or (e) he is convicted by a court of an offence involving moral turpitude and sentenced in
respect thereof to imprisonment for no less than six months; or (f) for fails to pay any call in respect of shares of the company held by him whether alone
or jointly with other within six months is from the last date fixed for the payment of the
call unless the Central Government has, by notification in the Official Gazettee,
removed the disqualification incurred by such failure; or (g) he (whether by himself or by person for his behalf or on his account) or any firm in
which he is a partner or any private company of which he is a director, accepts a loan,
or an guarantee or security for a loan from the company in contravention of section 295
of Act; or (h) he acts in contravention of section 299 of the Act; or (i) he becomes disqualified by an order of court under section 203 of the Act; or (j) he be removed from office in pursuance of section 284 of the Act; or (k) by notice in writing to the company he resigns his office; or (1) any office or place of profit under the company or under any subsidiary of the company
is held in contravention of Section 314 of the Act and by operation of that section he is
deemed to vacate office. (2) Notwithstanding any matter or thing in sub-clause(d), (e) and (I) of clause (I) the
disqualification, referred to in those sub-clauses shall not take effect:- (i) for thirty days from the date of adjudication sentence or order; or
(ii) where an appeal or petition is preferred within the thirty days aforesaid against
the adjudication, sentence or conviction resulting, in the sentence, or until the
expiry of seven days from the date on which such appeal or petition is disposed
off, or (iii) where within the seven days aforesaid, any further appeal or petition is preferred
in respect or adjudication, conviction or order and the appeal or petition, if
30
allowed would result in removal of the disqualification, until such further appeal
or petition is disposed off.
81. Office of profit under the company or its subsidiary—Except with the previousconsent
of the company accorded by the special resolution, as required under Section 314 of the
Act (a) no Director or Company shall hold any Office or place of profit and (b) no partner or the relative Company of which a Director or member and no Director,
Managing Agent, Secretariat and Treasures or Manager of such a private Company
shall hold any office or place of profit carrying a total monthly remuneration of five
hundred rupees or more, except that of Managing Agent/Directors, Managing Agent.
Secretaries and Treasures, Manager, legal or Technical Advisor, Banker or Trustee for
the holders of debentures of the Company. (I) under the Company or (ii) under any subsidiary of theCompany, unless the
remuneration received from such subsidiary in respect of such office or place of profit
is paid over the Company or its holding Company.
82. Conditions under which Directors may contract the Company—Subject to theprovision
of Section 297 of the Act neither shall a Director be disqualified from contracting with
a Company either as vendor, purchase or otherwise for good material or services of for
underwriting the subscription of any shares in the debentures of the Company nor shall
any such contract or arrangement entered into by or on behalf of the Company with a
relative of such Director or a firm in which such Director or relative is a partner or with
any partner in such firm or with a private Company of which such Director is a member
or Director be avoided, nor shall any Director so contracting or being such member or
so, interested be liable to account to the Company for any profit realized by any such
contract or arrangement by reason of any such Director holding Office or of the
fiduciary relation thereby established.
83. Disclosure of Director 's interest—Every Director who is in any way, whetherdirectly
or indirectly concerned or interested in a contract or arrangement entered into or to be
entered into, by or on 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
any of the Director's of Company or two or more of them together hold any more than
two percent of the paid up share capital in the other Company, shall disclose the nature
of his concern or interest at a meeting of the Board as required by the section 299 of the
Act-A general notice; renewable in the last month of each financial year of the
Company, that a Director is a director or a member of any specified body corporate or
is a member of any specialized firm and is to be regarded as concerned or interested in
any subsequent contract or arrangement with that body corporate or firm shall be
sufficient disclosure of concern or interest in relation to any contract or arrangement so
made and after such general notice is a given at a meeting of the Board of Director
concerned takes reasonable steps to secure that is brought up and read at the first
meeting of the Board after it is given.
84. Discussion and voting by Director interest—No Director shall as a Director take
anypart in the discussions of or vote on any contract or arrangement in which he is in
any way whether directly or indirectly concerned or interested nor shall his present
count the purpose of forming a quorum at the time of such discussion and vote. This
prohibition shall not apply to:
31
(a) any contract of indemnity against any loss which the Director or any of them
may suffer by reason of becoming or being sureties or a surety for the
Company, or
b) any contract or arrangement entered into or be entered into by the Company
with a public Company or with a private Company which is subsidiary of a
public Company in which the interest of a Director consists solely in his being a
Director of such Company and the holder of not more than shares of such
number or value therein as is requisite to qualify him for appointment as
Director thereof having been nominated as such Director by the Company or in
being a member holding not more than two percent of the paid up share capital
of such Company.
85. Power to issue Directions—Not withstanding any thing contained these articles but
subject to the provision of the Companies Act, the Government may from time to time
issue such directions or instructions as it may think fit regarding the conduct of-
business and affairs of the Company or the Board and the Directors shall comply with
and give effect to such directions or instructions as the case may be:
PROCEEDING OF DIRECTORS MEETINGS
86. Meeting of Directors: -- The Board shall meet together at least once in every
threemonths for the transaction of business and not more than two months shall
intervene between the last day of the calendar month in which such meeting is held and
the date of the next meeting. They may adjourn or otherwise regulate its meeting and
proceedings as they think fit. At least 7 days notice in writing of every meeting of the
Board shall be given to every Director at his usual address in India provided however
that any meeting of Directors may be held on less than 7 days notice if all of the
directors of the company consent thereto. Unless otherwise determined from time to
time and at any time by the consent of all the Directors for the time being in India
meeting of Board shall take place at the office.
87. Place of Meeting:-- The meeting of the Board shall be held at the Registered Officeand
any where else within the state of Jammu and Kashmir of it is in the interest of
company. Resent within half hour from the time appointed for holding a meeting of the
Board it shall be adjourned until such date and time as the Chairman of Board shall
appoint.
90. Power of Quorum:-- A meeting of Board at which quorum be present shall becompetent
to exercise all or any of the authorities powers and discretions by or under these
Articles for the time being vested in or exercisable in Board.
91. Chairman of Directors Meeting:—The Government may nominate a Director
aschairman of Directors meetings and determine the period of which he is to hold
office. If no such chairman is nominated of if at any meeting the Chairman is not
present within 5 minutes after the time of holding the same, the Directors present may
choose one of their members to the chairman of the meeting. (I) Sup-28 also to about
voting
(2) power of reserve for govt. at 92(3) second casting vote at x of this page.
32
92. Power Chairman:- The chairman shall reserve for the decision of the Government
anyproposals or decisions of the Board of Directors or any matter brought before the
Board which rise. In the opinion of the Chairman an important issue and which it on
that account fit to be reserved for decision of the Government and no decision on such
an important issue shall be taken in the absence of the Chairman appointed by the
Government.
In respect of matters reserved for the Chairmans for decision of the
government if the government's view are not received within a period of two months
the Directors shall be entitled to act in accordance with the decision or proposal without
further reference of the Government.
93. How questions to be decided:- Subject to the provision of section 316, 372 (4) and 316 of the Act questions arising at any meeting shall be decided by a majority of votes and
in case of an equality of votes, the chairman have a second or casting vote.
94. Power to appoint Committee and Delegate:- The Board may subject to the
restrictionsof the laid down in section 292 Act delegate any of its powers to the
Committee consisting of such Directors, as it thinks fit, and may from time to time
revoke such delegations any Committee to formed shall, in the exercise of the powers
so delegated, conform to any regulations that may from time to time be imposed upon it
by the Board.
95. Proceedings of committee:- The meeting and proceeding of any such
committeeconsisting of two or more members, shall be governed by the provisions
herein contained for regulating the meeting and provisions proceeding of the Board so
far as the same are applicable thereto, and are not suspended by any regulation made by
the Board under the last proceeding Article.
96. When acts of Directors valid notwithstanding defective appointment etc:- All actsdone
by any meetings of the Directors or of a Committee of Directors or by any person
acting as a Director shall be valid, notwithstanding that it may afterwards be discovered
that there was some defect in the appointment of such Directors or persons acting as
aforesaid or that they or any of them were disqualified be as valid as if every such
person had been duly appointed and qualified to be a Director. Provided that nothing in this Article shall be deemed give validity to
acts done by a Director after its appointment had been shown to the Company to be
invalid or to have terminated.
97. Resolution without Board meeting: - Save in those cases wherein resolution is
requiredby sanctions 262, 292, 297, 316,372 and 368 of the Act to be passed at the
meeting of the Board a resolution shall be as valid and effectual as if it had been passed
at a meeting of the Board or Committee of the Board as the case may be duly called and
constituted of a 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 legs a number than the quorum fixed for a
meeting of the Board or Committee as the case may be) and to all other Directors and
members of the committee at their usual address and has been approved by such of
them in State or by a majority of such of them, as are entitled to the vote on the
resolution.
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MINUTES
98. Minutes to make.—(1) The Board shall cause the minutes to be kept by making
withinfourteen days of the conclusion of every general meeting of the Board or every
Committee of the Board entries thereon in books kept for the purpose with their pages
consecutively numbered each page of every such book being initialed and the last page
of the record or proceedings of each meeting in such books being dated and signed in
the case of minutes of proceedings of General Meeting by the Chairman of the same
meeting within the aforesaid period of fourteen days or in the event of the death or inability 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 proceedings of
meeting be attached to every such books as aforesaid as pasting or otherwise:-
(a) of name of the Directors present at each meeting of the Board of any Committee
of the Board and in case of each resolution passed at the meeting the names of
the Directors, if any dissenting from or not concurring in the resolution.
(b) Of all orders made by the Board and the Committee of the Board; (c) Of all appointments of Directors and other officers of Company; and (d) Of all proceedings of General Meetings of the Company and of the Board and
the Committee of the Board.
The minutes of each meeting shall contain a fair and Correct summary of the
proceedings.
Provided that no matter need be included in such minutes which the Chairman
of the meeting, in his absolute direction, or opinion:-
(a) is or could reasonably be regarded, as defamatory, of any person; (b) is irrelevant or immaterial of the proceedings; or (c) is detrimental to the interest of the Company.
(i) Any such Minutes of any meeting of the Board or of any Committee of the Board
or of the Company in General Meeting if kept in the manner provided in
Paragraphs (I) above shall be evidence of the proceedings recorded in such
Minutes, the Minute books of the General Meetings of the Company shall be kept
at the Registered office and shall be open to inspection by members on business
days between the hours of 10.00 a.m and 12 noon, subject to the rules and
regulations as prescribed by the Board in this behalf.
99. Foreign Register .- The Company may exercise the powers conferred on the Act
withregard to the keeping of a foreign register and the Board may make and very such
regulations as it may think fit respecting the keeping of any register.
100. Signing of Documents:- all cheques, promissory notes, hundies bills of exchange
andother negotiable instruments, and all receipts for moneys paid to the company shall
be signed drawn, accepted or otherwise executed, as the case may be by the Secretary,
Managing Director or Manger of the Company or by such person and in such manner as
the Board shall from time to time by resolution determine
34
101. Donations etc- The directors are authorized to pay donations to any individuals orinstitutions or contribute to any charitable, religious, benevolent, national, public or general whether or not directly relating to the business of the Company or the welfare of its employees and sums the aggregate of which will in any financial year not exceed twenty five thousand rupees or five percent of the average net profits of the company during the three financial years immediately proceeding, which ever is greater and may, with the consent of the Company in general meeting contribute any sums in excess of such limits.
102. Delegation of Power.—The board may authorize or empower any Director orDirectors,
Managing Director, Manager or Secretary of the Company either by name in virtue of
office or other wise or any other person or person either singly or jointly to exercise to
perform all or any powers (including the powers to sub-delegate) authorities and duties
conferred or imposed on the Directors by law or Articles of Association subject to such
restrictions and conditions, if any and either generally or in specific cases as the Board
may think proper.
103. Signing of Attendance register. - Any Director present in any meeting of the Board
ofCommittee thereof shall sign his name in a book to be kept for that purpose.
104. The Seal. - The Board shall provide a common seal for the purpose of the Companyand
from time to time destroy the same and substitute new seal in lieu thereof and shall
provide for the safe custody of the seal for the time being. The seal of the Company shall
not be affixed to any instrument except by the authority of a resolution of the Board or
of Committee of the Board authorized by it in that behalf and except in the presence of
at least two Directors or such officers of the Company as the Board may appoint the
purpose and such Director or the officer shall sign every instrument to which the seal of
the Company is affixed.
105. Reserves. - (i) Subject to such directions as may from time to time be issued by the
Government in this behalf, the Board may set aside Out of the profits of the company
such sums as it thinks proper as reserves which shall at the discretion of the Board be
applicable for any purpose to which the profits of the Company may be properly applied
strictly in the activities in accordance with the objects for which the Corporation has
been established. The money accumulated shall be invested in specified investments as
laid down in section 11 of Income Tax Act. 1961."
106. Dividend:
(i) No Dividend, Commission or Bonus shall be paid to any member or to any
person who at any time has been a member of the Company or any relative
thereof; (ii) Any amount standing to the credit of any of the Company's Reserve Accounts or
to the credit of the profit and loss account or otherwise available shall never be
distributed amongst the members.
INSPECTION OF REGISTERS
107. (1) The Board shall from time to time determine whether and to what extent and at what
times and place and under what conditions or regulations the accounts and the books of
the Company or any of them shall be open to the inspection of members not being
Directors.
35
(2) No member, not being a Director, shall have any right of inspecting any account
or book or document of the Company except as conferred by law or authorized by Board
or by the Company in General Meeting.
BOOKS AND DOCUMENTS 108. Books of account to be kept.—The Board shall cause to be kept in accordance
withsection 209 of the Act proper books of the accounts with respect to section 209.
(a) all sums of money received and expended by the Company and the matters in
respect of which the receipt and expenditure takes place; (b) all sales and purchase of goods by the Company; and (c) the assets and liabilities of the Company; and (d) necessary particulars relating to utilization of materials or labour or other items of
costs as may be prescribed by the Central/State Government 109. Where to be kept.—(1) The books of accounts shall be kept at the Registered office orat
such other place as the Board may decide and when the Board so decides, the Company
shall, within seven days of the decision, file with the registrar a notice in writing giving
the full address of that other place.
(2) Books of accounts to be preserved.—The Books of accounts of the
Companyshall be preserved in good order for a period not less than eight years from the
date of incorporation of the Company and after the said period of eight years books of
accounts of the Company relating to the period of not less than eight years immediately
proceeding the current year shall be preserved in good order.
110. Inspection.— (1) The books of account shall be open to the inspection by any director
during the business hours.
(2) The books of account shall also be open to the inspection by the registrar or by
any officer of Government authorised by the State / Central Government in this behalf.
(3) The Board shall from time to time determine whether and what to extend, and
what times and places and under what conditions of regulations the books of accounts
and books and documents of the Company shall be open to the inspection of the
members not being Directors, and no member (not being a Director) shall have any
right of inspecting any books of accounts and documents of the Company except as
conferred by law and authorized by the Board or by the Company in General Meeting.
BALANCE SHEET AND ACCOUNTS
111. Balance sheet and profit and loss accounts.—At every annual General Meeting
theBoard shall lay before the Company the balance sheet and profit and loss account
made up in accordance with the provision of section 210 of the Act and such balance
sheet and profit and loss account shall comply with requirements of the Section 210,
211, 212, 215, 216 and 219 or schedule (vi) to the Act so far as they are applicable to
the Company. (It should Contain Audit certificate of the Office)
36
112. Annual report of Directors.—The Board of Directors shall cause an annual report tobe
made out and attached to every balance sheet a report with respect to the state of
Company's affairs. The report shall be signed by the Chairman of the Board of
Directors on behalf of the Directors authorized in this behalf by the Directors and when
he is not so authorized shall be signed by such number of Directors as are required to
sign the balance sheet and the profit and loss account by virtue of sub-sections 1 and 2
of section 215 of the Act. 113. Contents of profit and account.—Forms of balance sheet and profit and loss
accountshould be in accordance with the provisions of section 211 of the Act. the profit
and loss account shall also show, arranged under the most convenient heads the amount
of gross income distinguishing the several sources from which it has been derived and
the amount of expenditure distinguishing the expenses of the establishment, salaries and
other like matter. Every item of expenditure fairly chargeable against the year's income
shall be brought into account, so that a just balance of profit and loss may be laid before
the meeting and in cases where any item of expenditure which may in fairness be
distributed over several years has been incurred in one year the whole amount of such
item only a proportions of expenditure is charged against the income of the year.
114. Copies to be sent to members and others—A copy of every balance sheet (includingthe
profit and loss account) the Auditors Report and every document required by law to be
annexed or attached to the balance sheet shall as provided by the Section 219 of the Act
not less than twenty one days before the meeting to be sent to every such member
debenture holder, trustee and other person to whom the same is required to be sent by
the said section.
115. Copies of balance sheet to be filled.—The Company shall comply with section 220
ofthe Act as to filing copies of the balance sheet and profit and the loss account and
documents required to be annexed or attached thereto the Registrar.
AUDIT
116. Accounts to be audited annually.—Once at least in every year the books of accountsof
the Company shall be examined and the correctness of the profit and loss account and
balance sheet ascertained by one or more Auditor or Auditors as provided in the Act.
117. Appointment of auditors.—The Auditors of the Company shall be appointed or re-
appointed by the Central Government on the advice of the Comptroller and Auditor
General and their rights and duties shall be regulated by section 223 to 224 of the Act. 118. Auditors right to attend meetings.—The Auditors of the Company shall be entitled
toreceive a notice of and to attend any general meeting of the Company at which any
accounts which have been examined or reported on by them are to be laid before
Company and may make any statement or explanation they desire with the respect of
Accounts.
119. Power of the Comptroller and the Auditor General.—The Comptroller and theAuditor
General of the India shall have powers:-
37
(a) to direct the manner in which Company's accounts shall be audited by the Auditors
appointed in the pursuance of the Article 121 and to give Auditors instructions in regard
to any matter relating to the performance of their functions as such:-
(b) to conduct a supplementary or to test the Company's accounts by such persons as he
may authorise in this behalf and for the purposes of the such audit to have access of all
accounts, account books, vouchers, and other papers of the Company and to require
information or additional information to be furnished to any persons so authorized or
such matters by such person or persons and in such form as the Comptroller and
Auditor General of India may by general or special order direct.
120. The Auditors aforesaid shall submit a copy of their audit Report to the Comptroller and
Auditor General of India who shall have the right to comment upon or supplement the
Audit Report in such manner as he may think fit. Any such comment upon or
supplement to the Audit Report shall be placed before Annual General Meeting of the
same time and in the same manner as the Audit Report.
121. When accounts to be deemed finally settled.—Every balance sheet and profit and
lossaccount of Company when audited and adopted by the Company in General
Meeting shall be conclusive except as regards any error discovered therein within three
months after the adoption thereof. Whenever any such error is discovered within that
period the account shall forthwith be corrected and hence-forth shall be conclusive.
122. Rights of Government.—The Government may from time to time issue suchdirectives
as they may consider necessary in matters of broad policy and in like manner may vary
and annul such directive. The Company shall give immediate effect to directives so
issued.
123. How notice to be served on Members.—A notice may be given by Company to any
member either personally or by sending it by post to him to his registered address or (if
has no registered address) to be the address, if any supplied by him to the Company for
the giving of notice to him.
124. Notification of address by a holder of registered shares having no registered place of
address.—A holder of registered shares has who has no registered place of addressmay
from time to time. Notify in writing to Company and address, which shall be deemed
his registered place of address within the meaning of Article 127. 125. When notice may be give?: by advertisement.—If a member has no registered address
and has not supplied to the Company, address for the giving of notices to him, a notice
addressed to him and advertised to newspaper circulating in the neighborhood of the
registered office of the Company, shall be deemed to be duly given to him on the date
on which the advertisement appears. 126. Notice to joint holders.—A notice may be given by the Company to the joint holdersof
a share by giving the notice to the joint holders named first in the Register in respect to
the share.
127. How notice to be given to representatives of a deceased or bankrupt member.— A
notice may be given by the Company to the persons entitled to share in consequence of
the death or insolvency of a member by sending it through the post in a prépaid letter
38
addressed to them by name or by the title or representatives of the deceased or assignee
of the insolvent or by any like description at the address (if any) supplied for the
purpose by the persons claiming to be so entitled or (until such address has been
supplied) by giving notice in any manner in which the same might have been given if
the death or insolvency had not occurred. 128. To whom notice of General Meeting to be given.—Notice of every General
Meetingshall be given in same manner herein after authorized to (a) every member of
the Company except those members who having no registered address have not
supplied to the Company an address for the giving of notice to them and also to (b)
every person entitled to a share in consequence of the death or insolvency of a member
who but for his death or insolvency, would be entitled to receive notice of the meeting
provided the Company's has due notice.
129. Transfer etc. bound by prior notice.—Every person who by operation of law, transferor
other means whatsoever shall become entitled to any share shall be bound by every
notice in respect of such shares which previously to his name and address and title to
the share being notified to and registered by the Company, shall be duly given to the
person from whom he derives his title to such share.
130. How notice to be signed.—The signature to any notice to be given by the Companymay
be written or printed.
131. How time to be counted.—Where a given number of days notice extending over
anyother period is required to be given the day of service shall, unless it is otherwise
provided, be counted in such number or day or other period.
132. Distribution of asserts or winding up.—If the Company shall be wound up and
theasserts available for distribution among the member as such shall be insufficient to
repay the whole of the paid up capital, such asserts shall be distributed so that as nearly
as may be the losses shall be born by ought to have been paid -up at the commencement
of the winding up, on the held by them respectively. And if in a winding up the asserts
available for distribution among the members shall be more than sufficient to repay the
whole of the capital paid up by the excess shall be distributed among the members in
proportions to the capital paid up or which ought to have been paid up on the shares
held by them respectively. But this clause shall be without prejudice to the rights of the
holders of shares issued upon special terms and conditions.
\ INDEMMTY
133. Subject to the provision of the Act every officer or agent for the time being of the
Company shall be indemnified out of the assets of the Company against any liability
incurred by him in defining any proceedings, whether civil or criminal, in which
judgement is given in his favour or which he is acquitted or in connection with any
application in which relief is granted to him by the Court. Subject to provisions of the Act, no Director or other officer of the
Company shall be liable for the acts, receipts, neglects, or defaults of any other Director
of officer or for joining in any receipts or other for conformity or for any loss or
expense happening to the Company through the insufficiency of the title to any
39
property acquired by order of the Directors for or on behalf of the Company or for the
insufficiency or deficiency of any security in or upon which any moneys, of the
Company shall be invested or for any loss or damage from the bankruptcy, insolvency
or tortuous act of any person with whom any moneys, securities or affects shall be
deposited or for any loss occasioned by any error of judgement or oversight on his part
or for any other loss damage or misfortune' whatever, which shall happen in the
execution of the duties of his office or in relation thereto.
SECRECY
134. Every Director, Manager, Auditor, Member of Committee, officer, servant, agent,
accountant or other person employed in the business of the Company shall if so
required by the Board, before entering upon his duties, sign a deceleration pledging
himself to observe a strict secrecy respecting all transaction of the Company with the
customers and the State of accounts with individual and in matters relating thereto and
shall by such declaration pledge himself not to reveal any of the matters which may
come to his knowledge in the discharge of his duties except when required to do so by
the Board or by any meeting or by a Court of Law and except so far as may be
necessary in order comply with any of the provisions in these presents contained. 135. Access to property, information etc.—Subject to the article whereof no member orother
person (other than a Director) shall be entitled to enter the property of the Company or
to inspect or examine the Company's premises or properties or the books of the
accounts of the Company without the permission of the Board or to require discovery of
or any information respecting any detail of the Company's trading or any matter
whatsoever which may relate to the conduct of the business of the Company and which
in the opinion of the Board it will be inexpedient in the interest of the company to
disclose or communicate.
SERVICE OF NOTICE AND DOCUMENTS
136. Mode of service documents.—A document may be served by Company on anyMember
either personally or by sending it by post to him to his registered address or if he has no
registered address in state of India to the address if any within. State/India supplied by
him to the Company for giving of notices to him.
137. When service deemed to be effected.—Where a document is sent by post, servicethereof
shall be deemed to be executed by properly addressing, and posting a letter containing
the document and to have been effected in the case of a notice of a meeting at the
expiration of 48 hours after the letter containing the same is posted and in any other
case, the time at which letter would be delivered in the ordinary course of post.
138. Service of documents of advertisement.—A document advertised in a
newspapercirculating in the neighborhood in the registered office of the Company shall
be deemed to the duly, served on the day on which the advertisement appears on every
member of the Company who has no registered address in the state of India and has not
supplied to the Company an address within the State of India for giving of notice to
him. 139. Service of document on legal representative.—A document may be served by
theCompany to the persons entitled to a share consequence of the death or insolvency
40
of a member by sending it through the post in a pre-paid letter addressed to them by
name, or by the title of representatives of the deceased, or assignees of the insolvent, or
by like descriptions, at the address, if any, in the state of India supplies for the purpose
by the persons claiming to be so entitled or until such address has been so supplied, by
serving the documents in any manner in which the same might have been served if the
death or insolvency had not occurred. 140. Persons entitled to notice.—(1) Notice of every General Meeting shall be given inany
manner herein before mentioned:
(a) to every member of the Company;
(b) to the persons entitled to a share in consequence of the
death or insolvency a Member and to the Auditor for the time being of the Company.
(2) Omission of notice not to invalidate proceedings.— Any accidental omission to
given notice to, or the non-receipt of notice by any member or other persons to whom it
should be given shall not invalidate the proceedings at the meeting. 141. Signature on notice,.—Any notice to be given by the Company shall be signed by
theManaging Director or such officers as may be authorized by the Board and the
signature theron may be written printed, lithographed or stamped.
142. Individual responsibility of Directors.—No Director, or other officer of the
Companyshall be liable for the acts, receipts, neglects or defaults of any other Director
or any other officer of the Company joining in any receipts or other act for conformity
or for any loss or expenses happening to the Company through the insufficiency or
deficiency of title to any security in or -upon which any of the moneys of the Company
shall be invested or for any loss or damage arising from the bankruptcy, insolvency or
tortuous act of any person with whom any moneys securities or effect shall be deposited
or any other loss, damage or misfortune whatever, which shall happen in the execution
of the duties of his office or in relation there to unless, the same happens through his
own negligence default, misfeasance, breach of duty or breach of trust.
We, the several persons, whose names, addresses, descriptions and
occupations are subscribed below are desirous of being formed into a Company in
pursuance of these Articles of Associations; and we respectively agree to take the
number of shares in the capital of the Company set opposite our respective names:
41
Name, Address No. of shares taken by Signatureof the Names,addresses descriptions and each subscriber Subscriber descripton and occupation (if any) of occupations if any of subscribers witnesses
1 2 3 4
1. Shri Ashok 1 Equity Shares Sd/- Sd/-
Jailtley,IAS N.R.Gupta, Dy. Secy. Secretary To Govt. I&C Deptt.
Industries &
Commerce Deptt.
2. Sh.A.M.Lankar 1 Equity Shares Sd/- Sd/-
Secretary to Govt. R.K.Sadhu
Finance Under Secretary Department Finance Department.
Place: Jammu Date: 21/11/75
42
Page
1. Board of Directors to delegate powers 28 1. Chairman of Board of Directors 35 1. Board of Directors 27 2. Borrowing powers of the Board of Directors 22 2. Quorum of Board of Directors 33 2. Power of the Board of Directors 34 3. General meeting of the Company 23 4. Quorum of Meeting of Company 24 5. Share Certificate 14