TMI BlogSCHEDULE I - See sections 4 and 5X X X X Extracts X X X X X X X X Extracts X X X X ..... 6th We, the several persons, whose names and addresses are subscribed, are desirous of being formed into a company in pursuance of this memorandum of association, and we respectively agree to take the number of shares in the capital of the company set against our respective names:- Names, addresses, descriptions and occupations of subscribers No. of shares taken by each subscriber Signature of subscriber Signature, names, addresses, descriptions and occupations of witnesses A.B. of...................Merchant ..................... Signed before me: Signature............................ C.D. of...................Merchant ..................... Signed before me: Signature............................ E.F. of...................Merchant ............. ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... DUM OF ASSOCIATION OF A COMPANY LIMITED BY GUARANTEE AND NOT HAVING A SHARE CAPITAL 1st The name of the company is ............................Limited/Private Limited . 2nd The registered office of the company will be situated in the State of ............................ 3rd ( a ) The objects to be pursued by the company on its incorporation are:- ( b ) Matters which are necessary for furtherance of the objects specified in clause 3( a ) are:- 4th The liability of the member(s) is limited. 5th Every member of the company undertakes to contribute: ( i ) to the assets of the company in the event of its being wound up while he is a member, or within one year after he ceases to be a member, for payment of the debts and liabilities of the company or of such debts and liabilities as may have been contracted before he ceases to be a member; and ( ii ) to the costs, charges and expenses ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Signature, name, address, description and occupation of witness A.B. ........................Merchant. Signed before me: Signature............................ 8th Shri/Smt..............................., son/daugther of.............................., resident of......................aged......................years shall be the nominee in the event of death of the sole member (Applicable in case of one person company) Dated......................the day of...................... TABLE C MEMORANDUM OF ASSOCIATION OF A COMPANY LIMITED BY GUARANTEE AND HAVING A SHARE CAPITAL 1st The name of the company is .................................Limited/Private Limited . 2nd The registered office of the company will be situated in the State of................................. 3rd ( a ) The objects to be pursued by the company on its incorporation are:- ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... nature............................ G.H. of...............Merchant ..................... Signed before me: Signature............................ I.J. of...............Merchant ..................... Signed before me: Signature............................ K.L. of...............Merchant ..................... Signed before me: Signature............................ M.N. of...............Merchant ..................... Signed before me: Signature............................ 8th I, whose name and address is given below, am desirous of forming a company in pursuance of this memorandum of association and agree to take all the shares in the capital of the company (Applicable in case of one person company):- N ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Signed before me: Signature............................ G.H. of........................Merchant Signed before me: Signature............................ I.J. of........................Merchant Signed before me: Signature............................ K.L. of........................Merchant Signed before me: Signature............................ M.N. of........................Merchant Signed before me: Signature............................ 6th I, whose name and address is given below, am desirous of forming a company in pursuance of this memorandum of association (Applicable in case of one person company):- Name, address, description and occupation of subscriber Signature ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ure............................ C.D. of...........Merchant ..................... Signed before me: Signature............................ E.F. of...........Merchant ..................... Signed before me: Signature............................ G.H. of...........Merchant ..................... Signed before me: Signature............................ I.J. of...........Merchant ..................... Signed before me: Signature............................ K.L. of...........Merchant ..................... Signed before me: Signature............................ M.N. of...........Merchant ..................... ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... he application for the registration of transfer or transmission or within such other period as the conditions of issue shall be provided,- (a) one certificate for all his shares without payment of any charges; or (b) several certificates, each for one or more of his shares, upon payment of twenty rupees for each certificate after the first. (ii) 1 [Every certificate shall specify the shares to which it relates and the amount paid-up thereon and shall be signed by two directors or by a director and the company secretary, wherever the company has appointed a company secretary: Provided that in case the company has a common seal it shall be affixed in the presence of the persons required to sign the certificate. Explanation.- For the purposes of this item, it is hereby clarified that in case of an One Person Company, it shall be sufficient if the certificate is signed by a director and the company secretary, wherever the company has appointed a company secretary, or any other person authorised by the Board for the purpose.] (iii) In respect of any share or shares held jointly by several persons, the company shall not be bo ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e issued shares of that class, or with the sanction of a special resolution passed at a separate meeting of the holders of the shares of that class. (ii) To every such separate meeting, the provisions of these regulations relating to general meetings shall mutatis mutandis apply, but so that the necessary quorum shall be at least two persons holding at least one-third of the issued shares of the class in question. 7. The rights conferred upon the holders of the shares of any class issued with preferred or other rights shall not, unless otherwise expressly provided by the terms of issue of the shares of that class, be deemed to be varied by the creation or issue of further shares ranking pari passu therewith. 8 . Subject to the provisions of section 55, any preference shares may, with the sanction of an ordinary resolution, be issued on the terms that they are to be redeemed on such terms and in such manner as the company before the issue of the shares may, by special resolution, determine. Lien 9. (i) The company shall have a first and paramount lien- (a) on every share (not being a fully paid share), for all monies ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... imes: Provided that no call shall exceed one-fourth of the nominal value of the share or be payable at less than one month from the date fixed for the payment of the last preceding call. (ii) Each member shall, subject to receiving at least fourteen days' notice specifying the time or times and place of payment, pay to the company, at the time or times and place so specified, the amount called on his shares. (iii) A call may be revoked or postponed at the discretion of the Board. 14. A call shall be deemed to have been made at the time when the resolution of the Board authorising the call was passed and may be required to be paid by instalments. 15. The joint holders of a share shall be jointly and severally liable to pay all calls in respect thereof. 16. (i) If a sum called in respect of a share is not paid before or on the day appointed for payment thereof, the person from whom the sum is due shall pay interest thereon from the day appointed for payment thereof to the time of actual payment at ten per cent per annum or at such lower rate, if any, as the Board may determine. (ii) The Boar ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... transfer is in respect of only one class of shares. 22. On giving not less than seven days' previous notice in accordance with section 91 and rules made thereunder, the registration of transfers may be suspended at such times and for such periods as the Board may from time to time determine: Provided that such registration shall not be suspended for more than thirty days at any one time or for more than forty-five days in the aggregate in any year. Transmission of shares 23. (i) On the death of a member, the survivor or survivors where the member was a joint holder, and his nominee or nominees or legal representatives where he was a sole holder, shall be the only persons recognised by the company as having any title to his interest in the shares. (ii) Nothing in clause (i) shall release the estate of a deceased joint holder from any liability in respect of any share which had been jointly held by him with other persons. 24 . (i) Any person becoming entitled to a share in consequence of the death or insolvency of a member may, upon such evidence being produced as may from time to time properly be required by the ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... informed of such event by the Board of the company; (iii) such nominee shall be entitled to the same dividends and other rights and liabilities to which such sole member of the company was entitled or liable; (iv) on becoming member, such nominee shall nominate any other person with the prior written consent of such person who, shall in the event of the death of the member, become the member of the company. Forfeiture of shares 28. If a member fails to pay any call, or instalment of a call, on the day appointed for payment thereof, the Board may, at any time thereafter during such time as any part of the call or instalment remains unpaid, serve a notice on him requiring payment of so much of the call or instalment as is unpaid, together with any interest which may have accrued. 29. The notice aforesaid shall- (a) name a further day (not being earlier than the expiry of fourteen days from the date of service of the notice) on 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 res ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... and notified. Alteration of capital 35. The company may, from time to time, by ordinary resolution increase the share capital by such sum, to be divided into shares of such amount, as may be specified in the resolution. 36. Subject to the provisions of section 61, the company may, by ordinary resolution,- (a) consolidate and divide all or any of its share capital into shares of larger amount than its existing shares; (b) convert all or any of its fully paid-up shares into stock, and reconvert that stock into fully paid up shares of any denomination; (c) sub-divide its existing shares or any of them into shares of smaller amount than is fixed by the memorandum; (d) cancel any shares which, at the date of the passing of the resolution, have not been taken or agreed to be taken by any person. 37. Where shares are converted into stock,- (a) the holders of stock may transfer the same or any part thereof in the same manner as, and subject to the same regulations under which, the shares from which the stock arose might before the conversion have been transferre ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ully paid-up, to and amongst such members in the proportions aforesaid; (C) partly in the way specified in sub-clause (A) and partly in that specified in sub-clause (B); (D) A securities premium account and a capital redemption reserve account may, for the purposes of this regulation, be applied in the paying up of unissued shares to be issued to members of the company as fully paid bonus shares; (E) The Board shall give effect to the resolution passed by the company in pursuance of this regulation. 40. (i) Whenever such a resolution as aforesaid shall have been passed, the Board shall- (a) make all appropriations and applications of the undivided profits resolved to be capitalised thereby, and all allotments and issues of fully paid shares if any; and (b) generally do all acts and things required to give effect thereto. (ii) The Board shall have power- (a) to make such provisions, by the issue of fractional certificates or by payment in cash or otherwise as it thinks fit, for the case of shares becoming d ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... o director is present within fifteen minutes after the time appointed for holding the meeting, the members present shall choose one of their members to be Chairperson of the meeting. 48 . In case of a One Person Company- (i) the resolution required to be passed at the general meetings of the company shall be deemed to have been passed if the resolution is agreed upon by the sole member and communicated to the company and entered in the minutes book maintained under section 118. (ii) such minutes book shall be signed and dated by the member. (iii) the resolution shall become effective from the date of signing such minutes by the sole member. Adjournment of meeting 49. (i) The Chairperson may, with the consent of any meeting at which a quorum is present, and shall, if so directed by the meeting, adjourn the meeting from time to time and from place to place. (ii) No business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. (iii) When a meeting is adjourned for thirty days or more, n ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ffice of the company not less than 48 hours before the time for holding the meeting or adjourned meeting at which the person named in the instrument proposes to vote, or, in the case of a poll, not less than 24 hours before the time appointed for the taking of the poll; and in default the instrument of proxy shall not be treated as valid. 58. An instrument appointing a proxy shall be in the form as prescribed in the rules made under section 105. 59. A vote given in accordance with the terms of an instrument of proxy shall be valid, notwithstanding the previous death or insanity of the principal or the revocation of the proxy or of the authority under which the proxy was executed, or the transfer of the shares in respect of which the proxy is given: Provided that no intimation in writing of such death, insanity, revocation or transfer shall have been received by the company at its office before the commencement of the meeting or adjourned meeting at which the proxy is used. Board of Directors 60. The number of the directors and the names of the first directors shall be determined in writing by the subscribers of the memorandum or a ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... expressly provided in the Act, questions arising at any meeting of the Board shall be decided by a majority of votes. (ii) In case of an equality of votes, the chairperson of the Board, if any, shall have a second or casting vote. 69. The continuing directors may act notwithstanding any vacancy in the Board; but, if and so long as their number is reduced below the quorum fixed by the Act for a meeting of the Board, the continuing directors or director may act for the purpose of increasing the number of directors to that fixed for the quorum, or of summoning a general meeting of the company, but for no other purpose. 70. (i) The Board may elect a chairperson of its meetings and determine the period for which he is to hold office. (ii) If no such Chairperson is elected, or if at any meeting the Chairperson is not present within five minutes after the time appointed for holding the meeting, the directors present may choose one of their number to be Chairperson of the meeting. 71. (i) The Board may, subject to the provisions of the Act, delegate any of its powers to committees consisting of such member or members of ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ration and upon such conditions as it may thinks fit; and any chief executive officer, manager, company secretary or chief financial officer so appointed may be removed by means of a resolution of the Board; (ii) A director may be appointed as chief executive officer, manager, company secretary or chief financial officer. 78. A provision of the Act or these regulations requiring or authorising a thing to be done by or to a director and chief executive officer, manager, company secretary or chief financial officer shall not be satisfied by its being done by or to the same person acting both as director and as, or in place of, chief executive officer, manager, company secretary or chief financial officer. The Seal 79. (i) The Board shall provide for the safe custody of the seal. (ii) The seal of the company shall not be affixed to any instrument except by the authority of a resolution of the Board or of a committee of the Board authorised by it in that behalf, and except in the presence of at least two directors and of the secretary or such other person as the Board may appoint for the purpose; and those two directors an ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ortion or portions of the period in respect of which the dividend is paid; but if any share is issued on terms providing that it shall rank for dividend as from a particular date such share shall rank for dividend accordingly. 84. The Board may deduct from any dividend payable to any member all sums of money, if any, presently payable by him to the company on account of calls or otherwise in relation to the shares of the company. 85. (i) Any dividend, interest or other monies payable in cash in respect of shares may be paid by cheque or warrant sent through the post directed to the registered address of the holder or, in the case of joint holders, to the registered address of that one of the joint holders who is first named on the register of members, or to such person and to such address as the holder or joint holders may in writing direct. (ii) Every such cheque or warrant shall be made payable to the order of the person to whom it is sent. 86. Any one of two or more joint holders of a share may give effective receipts for any dividends, bonuses or other monies payable in respect of such share. 87. Notice of any div ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... atures shall be in form specified below: Names, addresses, descriptions and occupations of subscribers Witnesses (along with names, addresses, descriptions and occupations) A.B. of......................Merchant Signed before me Signature................................... C.D. of......................Merchant Signed before me Signature................................... E.F. of.......................Merchant Signed before me Signature................................... G.H. of......................Merchant Signed before me Signature................................... I.J. of.........................Merchant Signed before me Signature....... ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... all an extraordinary general meeting in the same manner, as nearly as possible, as that in which such a meeting may be called by the Board. Proceedings at general meetings 5. (i) No business shall be transacted at any general meeting unless a quorum of members is present at the time when the meeting proceeds to business. (ii) Save as otherwise provided herein, the quorum for the general meetings shall be as provided in section 103. 6. The Chairperson, if any, of the Board shall preside as Chairperson at every general meeting of the company. 7. If there is no such chairperson, or if he is not present within fifteen minutes after the time appointed for holding the meeting, or is unwilling to act as chairperson of the meeting, the directors present shall elect one of their members to be Chairperson of the meeting. 8. If at any meeting no director is willing to act as chairperson or if no director is present within fifteen minutes after the time appointed for holding the meeting, the members present shall choose one of their members to be Chairperson of the meeting. Adjournment of meeting 9. (i) The c ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... poll has been demanded may be proceeded with, pending the taking of the poll. Board of Directors 17. The number of the directors and the names of the first directors shall be determined in writing by the subscribers of the memorandum or a majority of them. 18. (i) The remuneration of the directors shall, in so far as it consists of a monthly payment, be deemed to accrue from day-to-day. (ii) In addition to the remuneration payable to them in pursuance of the Act, the directors may be paid all travelling, hotel and other expenses properly incurred by them- (a) in attending and returning from meetings of the Board of directors or any committee thereof or general meetings of the company; or (b) in connection with the business of the company. Proceedings of the Board 19. (i) The Board of directors may meet for the conduct of business, adjourn and otherwise regulate its meetings, as it thinks fit. (ii) A director may, and the manager or secretary on the requisition of a director shall, at any time, summon a meeting of the Board. 20. (i) Save as o ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... as if every such director or such person had been duly appointed and was qualified to be a director. 27. Save as otherwise expressly provided in the Act, a resolution in writing, signed by all the members of the Board or of a committee thereof, for the time being entitled to receive notice of a meeting of the Board or committee, shall be as valid and effective as if it had been passed at a meeting of the Board or committee, duly convened and held. Chief Executive Officer, Manager, Company Secretary or Chief Financial Officer 28. Subject to the provisions of the Act,- (i) A chief executive officer, manager, company secretary or chief financial officer may be appointed by the Board for such term, at such remuneration and upon such conditions as it thinks fit; and any chief executive officer, manager, company secretary or chief financial officer so appointed may be removed by means of a resolution of the Board. (ii) A director may be appointed as chief executive officer, manager, company secretary or chief financial officer. 29. A provision of the Act or these regulations requiring or authorising a thing to b ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ed before me Signature................................... G.H. of......................Merchant Signed before me Signature................................... I.J. of......................Merchant Signed before me Signature................................... K.L. of......................Merchant Signed before me Signature................................... M.N. of......................Merchant Signed before me Signature................................... Dated the......................day of ..................20......... Place: ........................................ TABLE I ARTICLES OF ASSOCIATION OF AN UNLIMITED COMPANY AND HAVING A SHARE CAPITAL 1 . The number of members with which the company proposes to be registered is hundred, but the Board of directors may, from ti ..... X X X X Extracts X X X X X X X X Extracts X X X X
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