TMI BlogREGULATIONS FOR MANAGEMENT OF A COMPANY LIMITED BY SHARESX X X X Extracts X X X X X X X X Extracts X X X X ..... otherwise provided by the terms of issue of the shares of that class) may, subject to the provisions of sections 106 and 107, and whether or not the company is being wound-up, be varied with the consent in writing of the holders of three-fourths of the issued shares of that class or with the sanction of special resolution passed at the separate [1] meeting of the holders of the shares of that class. (2) To every such separate [2] meeting, the provisions of these regulations relating to general meetings shall mutatis mutandis apply, but so that the necessary quorum shall be two persons at least holding or representing by proxy one-third of the issued shares of the class in question. 4. 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. 5. (1) The company may exercise the powers of paying com missions conferred by section 76, provided that the rate per cent or the amount of the commission paid or agreed to be paid shall be disclos ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... l moneys (whether presently payable or not) called. or payable at a fixed time, in respect of that share; and' (b) on all shares (not being fully-paid shares) standing registered in the name of a single person, for all moneys presently payable by him or his estate to the company: Provided that the Board of directors may at any time declare any share to be wholly or in part exempt from the provisions of this clause. (2) The company's lien, if any, on a share shall extend to all dividends payable thereon. 10. The company may sell, in such manner as the Board thinks fit, any shares on which the company has a lien: Provided that no sale shall be made (a) unless a sum in respect of which the lien exists is presently payable, or (b) until the expiration of fourteen days after a notice in writing stating and demanding payment of such part of the amount in respect of which the lien exists as is presently pay able, 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. 11. (1) To give effect to any such sale, the Board may authorise some person to transfer the shares sol ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ha11, for the purposes of these regulations, be deemed to be a call duly made and payable on the date on which by the terms of issue such sum becomes payable. (2) In case of non-payment of such sum, all the relevant provisions of these regulations as to payment of interest and expenses, forfeiture or otherwise sha11 apply as if such sum had become payable by virtue of a call duly made and notified. 18. The Board (a) may, if it thinks fit, receive from any member willing to advance the same, all or any part of the moneys uncalled and unpaid upon any shares held by him; and (b) upon all or any of the moneys so advanced, may (until the same would, but for such advance, become presently payable) pay interest at such rate not exceeding, unless the company in general meeting shall otherwise direct, six per cent per annum, as may be agreed upon between the Board and the member paying the sum in advance. Transfer of Shares 19. (1) The instrument of transfer of any share in the com pany shall be executed by or on behalf of both the transferor and transferee. (2) The transferor shall be deemed to remain a holder of the share until the name of the transferee is e ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... DATED this . day of . .. One Thousand Nine Hundred Place For office use only Checked by Signatures tallied by Entered in Register of Transfer No. Approval Date .. Specimen Signature(s) of transferee(s) Folio Company Code 1. 2. 3. Continuation of front page (Herein enter the Distinctive numbers when the space on the front page is found to be insufficient) Distinctive numbers Form To Corresponding Certificate Nos. INSTRUCTIONS FOR ATTESTATION Attestation, where required (thumb impressions, marks, signature difference, etc.) should be done by a Magistrate, Notary Public or Special Executive Magistrate or similar authority holding a Public Office and authorized to use the Seal of his office or a member of a recognized Stock Exchange through whom the shares are introduced or a manager of the transferor s bank. NOTE: Names must be rubber-stamped preferably in a straight line. Chro ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... the member was a joint holder, and his 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. (2) Nothing in clause (1) shall release the estate of a deceas ed joint holder from any liability in respect of any share which had been jointly held by him with other persons. 26. (1) Any person becoming entitled to a share in conse quence 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 Board and subject as hereinafter provided, elect, either (a) to be registered himself as holder of the share; or (b) to make such transfer of the share as the deceased or insolvent member could have made. (2) The Board shall, in either case, have the same right to decline or suspend registration as it would have had, if the deceas ed or insolvent member had transferred the share before his death or insolvency. 27. (1) If the person so becoming entitled shall elect to be registered as holder of the share himself, he shall deliver or send to the company a notice in writing signed by him stating that he so ele ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... hare may be sold or otherwise disposed of on such terms and in such manner as the Board thinks fit. (2) At any time before a sale or disposal as aforesaid, the Board may cancel the forfeiture on such terms as it thinks fit. 33. (1) A person whose shares 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. (2) The liability of such person shall cease if and when the company shall have received payment in full of all such moneys in respect of the shares. 34. (1) A duly verified declaration in writing that the declarant is a director, [5] [* * *] the manager or the secretary, or the company, and that a share in the company has been duly forfeited on a date stated in the declaration, shall be conclusive evidence of the facts therein stated as against all persons claiming to be entitled to the share. (2) 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 favou ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... n, with respect to any share which is fully paid-up, on application in writing signed by the person registered as holder of the share, and authenticated by such evidence (if any) as the Board may, from time to time, require as to the identity of the person signing the application, and on receiving the certificate (if any) of the share, and the amount of the stamp duty on the warrant and such fee as the Board may from time to time require, issue a share warrant. 41. (1) The bearer of a share warrant may at any time deposit the warrant at the office of the company, and so long as the warrant remains so deposited, the depositor shall have the same right of signing a requisition for calling a meeting of the company, and of attending, and voting and exercising the other privileges of a member at any meeting held after the expiry of two clear days from the time of deposit, as if his name were inserted in the register of members as the holder of the shares included in the deposited warrant. (2) Not more than one person shall be recognised as depositor of the share warrant. (3) The company shall, on two days' written notice, return the deposited share warrant to the depositor. 42. ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... d at any general meeting unless a quorum of members is present at the time when the meeting proceeds to business. (2) Save as herein otherwise provided, five members present in person (in the case of a public company-two members present in person, in the case of a private company) shall be a quorum. 50. The chairman, if any, of the Board shall preside as chair man at every general meeting of the company. 51. If there is no such chairman, or if he is not present with in fifteen minutes after the time appointed for holding the meeting, or is unwilling to act as chairman of the meeting, the directors present shall elect one of their number to be chairman of the meeting. 52. If at any meeting no director is willing to act as chairman 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 number to be chairman of the meeting. 53. (1) The Chairman 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. . (2) No business shall be transacted at any adjourned meeting other t ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... tered office of the company not less than 48 hours before the time for holding the meeting or adjourned meet ing 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. 62. An instrument appointing a proxy shall be in either of the forms in Schedule IX to the Act or a form as near thereto as, circumstances admit. 63. A vote given in accordance with the terms of an instru ment 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 64. The number of the directors and the names of the first directors shall be determined in writing by the subscribers of the mem ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... he despatch of business, adjourn and otherwise regulate its meetings, as it thinks fit. (2) A director may, and the [9] [* * *] manager or secretary on the requisition of a direc tor shall, at any time, summon a meeting of the Board. 74. (1) Save as otherwise expressly provided in the Act, questions arising at any meeting of the Board shall be decided by, by a majority of votes. (2) In case of an equality of votes, the chairman of the Board, if any, shall have a second or casting vote. 75. 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. 76. (1) The Board may elect a chairman of its meetings and determine the period for which he is to hold office. (2) If no such chairman is elected, or if at any meeting the chairman is not present within five minutes after the time appoint ed for holding the meeting, the directors present may choose ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... l 84. (1) The Board shall provide for the safe custody of the seal. (2) 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 and the secretary or other person as aforesaid shall sign every instrument to which the seal of the com pany is so affixed in their presence. Dividends and Reserve 85. The company in general meeting may declare dividends, but no dividend shall exceed the amount recommended by the Board. 86. The Board may from time to time pay to the members such interim dividends as appear to it to be justified by the profits of the company. 87. (1) The Board may, before recommending any dividend, set aside out of the profits of the company such sums as it thinks proper as a reserve or 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, including provision for meeting contingencies ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... in the Act. 94. No dividend shall bear interest against the company. Accounts 95. (1) The Board shall from time to time determine whether and to what extent and at what times and places and under what conditions or regulations, the accounts and books of the company, or any of them, shall be open to the inspection of members not being directors. (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 authorised by the Board or by the company in general meeting. Capitalization of Profits 96. (1) The company in general meeting may, upon the recommendation of the Board, resolve , (a) that it is desirable to capitalize any part of the amount for the time being 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 for distribution; and (b) that such sum be accordingly set free for distribu tion in the manner specified in clause (4) amongst the members who would have been entitled thereto, if distributed by way of dividend and in the same proportions. (2) The sum aforesaid shall not .b ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ssets of the company, whether they shall consist of property of the same kind or not. (2) For the purpose aforesaid, the liquidator may set such value as he deems fair upon any property to be divided as aforesaid and may determine how such division shall be carried out as between the members or different classes of members. (3) The liquidator may, with the like sanction, vest the whole or any part of such assets in trustees upon such trusts for the benefit of the contributories as the liquidator, with the like sanction, shall think fit, but so that no member shall be compelled to accept any shares or other securities whereon there is any liability. Indemnity 99. 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 defending any proceedings, whether civil or criminal, in which judgment is given in his favour or in which he is acquitted or in connection with any application under section 633 in which relief is granted to him by the Court. TABLE B MEMORANDUM OF ASSOCIATION OF A COMPANY LIMITED BY SHARES 1st. The name of the company is "The Eastern Steam Packet ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ANY LIMITED BY GUARANTEE AND NOT HAVING A SHARE CAPITAL Memorandum of Association 1st. The name of the company is "The Mutual Calcutta Marine Association, Limited." 2nd. The registered office of the company will be situate in the State of West Bengal. [16] [3rd. (a) The main objects to be pursued by the company on its incorporation are "the mutual insurance of ships belonging to members of the company". (b) The objects incidental or ancillary to the attainment of the above main objects are "Providing for the welfare of employees or ex-employees of the company and the making, drawing, accepting, endorsing, executing and issuing of any negotiable or transferable documents and the doing of such other things as are conducive to the attainment of the foregoing main objects". (c) The other objects for which the company is established are "building, equipping and maintaining charitable hospitals, running of schools and undertaking any other social service".] 4th. The liability of the members is limited. 5th. Every member of the company undertakes to contribute to the assets of the company in the event of its being wound-up while he is a member, or within one year ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e, as that in which such a meeting may be called by the Board. Proceedings at general meetings 6. (1) 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. (2) Save as herein otherwise provided, five members present in person shall be a quorum. 7. (1) If within half an hour from the time appointed for holding the meeting, a quorum is not present, the meeting, if called upon the requisition of members, shall be dissolved. (2) In any other case, the meeting shall stand adjourned to the same day in the next week, at the same time and place, or to such other day and at such other time and place as the Board may determine. (3) If at the adjourned meeting a quorum is not present within half an hour from the time appointed for the meeting, the members present shall be a quorum. 8. The chairman, if any, of the Board shall preside as chairman at every general meeting of the company. 9. If there is no such chairman, or if he is not present within fifteen minutes after the time appointed for holding the meeting, or is unwilling to act as chairman of the meeting, the directors prese ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... which the proxy was executed: 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 19. 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. 20. (1) The remuneration of the directors shall, in so far as it consists of a monthly payment, be deemed to accrue from day to day. (2) The directors may also be paid all travelling, hotel and other expenses properly incurred by them (a) in attending and returning from meetings of the Board or any committee thereof or general meetings of the company; or (b) in connection with the business of the company. Proceedings of meetings of board 21. (1) The Board of directors may meet for the despatch of business, adjourn and otherwise regulate its meetings, as it thinks fit. (2) A director may, and the [17] [* * *] manager or secretary on the requisition of a director shall, at any time, summon a meeting of the ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ution in writing, signed by all the members of the Board or a committee thereof for the time being entitled to receive notice of a meeting of the Board or committee, shall be as valid and effectual as if it had been passed at a meeting of the Board or committee, duly convened and held. Manager or secretary 30. (1) A manager or secretary may be appointed by the Board for such term, at such remuneration and upon such conditions as it may think fit; and any manager or secretary so appointed may be removed by the Board. (2) A director may be appointed as manager or secretary. 31. A provision of the Act or these regulations requiring or authorising thing to be done by or to a director and the manager or secretary shall not be satisfied by its being done by or to the same person acting both as director and as, or in place of, the manager or secretary. The seal 32. (1) The Board shall provide for the safe custody of the seal. (2) The seal of the company shall not be affixed to any instrument except by the authority of a resolution of the Board of directores, and except in the presence of at least two directors and of the secretary or such other person as the Boar ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... housand rupees, divided into five thousand shares of one hundred rupees each. 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 opposite our respective names. Names, addresses, descriptions and occupations of subscribers Number of shares taken by each subscriber 1. A.B. of ..............., Merchant .......... 200 2. C.D. of ..............., Merchant .......... 25 3. E.F. of ..............., Merchant .......... 30 4. G.H. of ..............., Merchant .......... 40 5. I.J. of ..............., Merchant .......... 15 6. K.L. of ..............., Merchant .......... 5 7. M.N. of ..............., Merchant .......... 10 Total ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... capital of the company set opposite our respective names.] Names, addresses, descriptions and occupations of subscribers Number of shares taken by each subscriber 1. A.B. of ..............., Merchant .......... 3 2. C.D. of ..............., Merchant .......... 2 3. E.F. of ..............., Merchant .......... 1 4. G.H. of ..............., Merchant .......... 2 5. I.J. of ..............., Merchant .......... 2 6. K.L. of ..............., Merchant .......... 1 7. M.N. of ..............., Merchant .......... 1 Total shares taken 12 Dated the .......... day of ...... 19..... Witness to the above signatures X.Y. of............ Articles of Association of an unlimited company 1. The number of members with which the company proposes to be registered is 20, but the Board ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ities, Rs. *If the company has no capital divided into shares, the portion of the statement relating to capital and shares must be omitted. -------------------------------------------- Notes:- [1] Omitted for the words General by the Companies (Amendment) Act, 1960, Act, 65 of 1960. [2] Omitted for the words General by the Companies (Amendment) Act, 1960, Act, 65 of 1960. [3] Inserted by Notification No. GSR 631, dated 23-4-1966. [4] Substituted by Notification No. GSR 631, dated 23-4-1966. [5] Reference to managing agent, secretaries and treasurers redundant after abolition of the system by Act 17 of 1969, w.e.f. 3-4-1970. [6] Substituted by Notification No. GSR 631, dated 23-4-1966. [7] Reference to managing agent, secretaries and treasurers redundant after abolition of the system by Act 17 of 1969, w.e.f. 3-4-1970. [8] Substituted by Notification No. GSR 521, dated 23-4-1959. [9] Reference to managing agent, secretaries and treasurers redundant after abolition of the system by Act 17 of 1969, w.e.f. 3-4-1970. [10] Substituted by Notification No. GSR 631, dated 23-4-1966. [ ..... X X X X Extracts X X X X X X X X Extracts X X X X
|
