231
(C)
DESCRIPTION OF EQUITY SHARES AND TERMS OF ARTICLES OF ASSOCIATION
Capitalized terms used in this section have the meaning given to such terms in the Articles of the Company.
Pursuant to Schedule II of the Companies Act, 1956 and the SEBI (ICDR) Regulations, the main provisions of
the Articles of Association of the Company relating to voting rights, dividend, lien, forfeiture, restrictions on
transfer and transmission of Equity Shares and or their consolidation/ splitting are required to be stated. Please
note that each provision herein below is numbered as per the corresponding article number in the Articles of
Association of the Company as they stand on the date of this Offer and defined terms herein have the meaning
given to them in the said Articles of Association.
Table ‘A’ to apply:
1.
The Regulations contained in Table ‘A’ in the First Schedule to the Companies Act, 1956, referred to
hereinafter as thereto so far as the same are applicable to a Public Company as defined in the Act, shall apply to
this Company in the same manner as if all such Regulations of Table ‘A’ are specifically contained in these
Articles, subject to the modifications herein contained.
Board is Authorised to undertake Business:
2.
Any branch or kind of business which by the Memorandum of Association of the Company or by these
presents is expressly or by implication authorised to be undertaken by the Company, subject to the Provisions of
Section 149 of the Act, may be undertaken by the Board, at such time or times as they shall think fit and further
may be suffered by them to be in abeyance, whether such branch or kind of business may have been actually
commenced or not so long as the Board may deem it expedient not to commence or proceed with such branch or
kind of business.
Allotment of Disposal of Shares:
3.
The shares shall be under the control of the Board of Directors, who may allot or otherwise dispose of the
same to such persons on such terms and conditions and at such time as the Board of Directors may think fit,
whether at par or at a premium or (subject to the, Provisions of the Act) at a discount and for such time and
for such consideration as the Board of Directors think fit, provided that the option or right to call for shares
shall not be given to any person, except with the sanction of the Company in General Meeting; provided
further that the amount paid in advance of calls shall not in respect thereof, confer a right to dividend or to
participate in profits.
Issue of Share Certificates:
4.
Whenever any public issue of shares is made under a prospectus issued for the purpose, share certificates
shall be issued in market lots and where share certificates are issued in either more or less than market lots,
sub-division or consolidation of share certificates into market lots shall be done free of charge.
Issue of Preference Shares:
5.
Subject to the Provisions of Section 80 of the Act, the Company shall have powers to issue preference shares
including cumulative convertible preference shares, Debentures, which are at the option of the Company
liable to be redeemed and the resolution authorising such issue shall prescribe the manner, terms and
conditions of redemption.
Underwriting and Brokerage:
6.
Subject to provisions of Section 76 of the Act, the Company may at any time pay commissionto any person in
consideration of his subscribing or agreeing to subscribe (whether absolutely or conditionally) for any share
or debenture in the Company or procuring or agreeing to procure subscription (whether absolute or
conditional) for any share or debenture of the Company but so that the commission shall not exceed in the
232
case of shares five percent of its price at which the shares are issued or in the case of debentures two and
half percent of its price at which the debentures are issued. Such commission may be satisfied by payment
of cash or by allotment of fully or partly paid shares or partly in one way and partly in the other.
Division and Sub-division of Shares:
The Company may by ordinary resolution:
7. (a)
Consolidate and divide all or any of than its existing shares.
(b) Sub-divide the whole or any part of its share capital into shares of smaller amount than is fixed by the
Memorandum of Association subject to clause (d) of sub section (1) of section 94 of the Act.
(c) Cancel any shares which, at the date of passing of the resolution, have not been taken or agreed to be
taken by any person.
Transfer and Transmission of Shares:
8. (a)
The instrument of transfer shall be in writing and all the Provisions of Section 108 of the Act and of any
statutory modification thereof for the being shall be duly complied with in respect of all transfer of shares
and registration thereof,
(b) Subject to the Provisions of Section 111 of the Act, and Section 22A of the Securities Contracts
(Regulation) Act. 1956, the Board without assigning any reason for such refusal, may refuse to register any
transfer of or the transmission by operation of law of the right to a share PROVIDED THAT registration of
a transfer shall not be refused on the ground of the transferor being alone or jointly with any other person or
persons indebted to the Company on any account whatsoever except a lien on the shares.
(c) No fee shall be charged for transmission of shares or for registration of any power of Attorney, Probate,
Letters of Administration or other similar documents. No fee shall be charged for registration of transfers,
consolidation or sub-division of share certificates or for issue of New certificates in replacement of those
which are old, decrepit, worn out or where the cages on the reverse for recording transfers have been
utilised.
Calls:
9.
The Board may, from time to time, subject to the terms on which any shares may have been issued and
subject to the provisions of Section 91 of the Act, make such calls as the Board thinks fit upon the members
in respect of all moneys unpaid on the shares held by them respectively and not by the conditions of
allotment thereof made payable at fixed times and each member shall pay the amount of every call so made
on him to the persons and at the time:; and places appointed by the Board. A call may be made payable by
installments and shall be deemed to have been made when the resolution of the board authorising such call
was made.
Payment of Interest:
10. (1)
If a sum called in respect of a share is not paid before or on the day appointed thereof, the person from
who the sum is due shall pay interest thereon from the day appointed for payment thereof to the time of
actual payment at 18% per annum or at such other rate as the Board may determine.
(2) The Board shall be at liberty to waive payment of any such interest wholly or in part.
Interest out of Capital:
11.
Where any shares are issued for the purposes of raising money to defray the expenses of the construction of
Dostları ilə paylaş: |