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SCHEDULE I- Memorandum of Association and Artcle of
Association
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Notified Date of Section: 01/04/2014 |
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TABLE -A
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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 |
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A.B. of........Merchant .............. |
Signed before me:
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C.D. of........Merchant .............. |
Signed before me:
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E.F. of........Merchant .............. |
Signed before me:
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G.H. of........Merchant .............. |
Signed before me:
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I.J. of........Merchant .............. |
Signed before me:
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K.L. of........Merchant .............. |
Signed before me:
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M.N. of........Merchant .............. |
Signed before me:
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Total shares taken: |
7th 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):—
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Names, Addresses, descriptions and occupations of subscribers |
Signature of subscriber |
Signature, Names, Addresses, descriptions and occupations of witnesses |
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A.B. of........Merchant .............. |
Signed before me:
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8th Shri/Smt.................., son/daughter 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 -B
MEMORANDUM OF ASSOCIATION OF A COMPANY LIMITED BY
GUARANTEE AND NOT HAVING A SHARE CAPITAL
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 of winding up (and for the adjustment of the rights of the contributories among themselves), such amount as may be required, not exceeding..................................rupees.
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.
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Names, Addresses, descriptions and occupations of subscribers |
Signature of subscriber |
Signature, Names, Addresses, descriptions and occupations of witnesses |
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A.B. of........Merchant .............. |
Signed before me:
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C.D. of........Merchant .............. |
Signed before me:
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E.F. of........Merchant .............. |
Signed before me:
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G.H. of........Merchant .............. |
Signed before me:
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I.J. of........Merchant .............. |
Signed before me:
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K.L. of........Merchant .............. |
Signed before me:
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M.N. of........Merchant .............. |
Signed before me:
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Total shares taken: |
7th 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):—
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Names, Addresses, descriptions and occupations of subscribers |
Signature of subscriber |
Signature, Names, Addresses, descriptions and occupations of witnesses |
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A.B. of........Merchant .............. |
Signed before me:
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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
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 of winding up (and for the adjustment of the rights of the contributories among themselves), such amount as may be required, not exceeding..................................rupees.
6th The share capital of the company is..................................rupees, divided into..................................shares of..................................rupees each
7th We, the several persons, whose names, 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:—
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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 |
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A.B. of........Merchant .............. |
Signed before me:
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C.D. of........Merchant .............. |
Signed before me:
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E.F. of........Merchant .............. |
Signed before me:
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G.H. of........Merchant .............. |
Signed before me:
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I.J. of........Merchant .............. |
Signed before me:
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K.L. of........Merchant .............. |
Signed before me:
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M.N. of........Merchant .............. |
Signed before me:
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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):—
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Names, Addresses, descriptions and occupations of subscribers |
Signature of subscriber |
Signature, Names, Addresses, descriptions and occupations of witnesses |
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A.B. of........Merchant .............. |
Signed before me:
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9th Shri/Smt.............., son/daughter 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 -D
MEMORANDUM OF ASSOCIATION OF AN UNLIMITED COMPANY AND
NOT HAVING SHARE CAPITAL
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 unlimited.
5th 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
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Names, Addresses, descriptions and occupations of subscribers |
Signature of subscriber |
Signature, Names, Addresses, descriptions and occupations of witnesses |
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A.B. of........Merchant .............. |
Signed before me:
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C.D. of........Merchant .............. |
Signed before me:
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E.F. of........Merchant .............. |
Signed before me:
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G.H. of........Merchant .............. |
Signed before me:
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I.J. of........Merchant .............. |
Signed before me:
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K.L. of........Merchant .............. |
Signed before me:
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M.N. of........Merchant .............. |
Signed before me:
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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):—
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Names, Addresses, descriptions and occupations of subscribers |
Signature of subscriber |
Signature, Names, Addresses, descriptions and occupations of witnesses |
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A.B. of........Merchant .............. |
Signed before me:
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7th Shri/Smt.........., son/daughter 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 -E
MEMORANDUM OF ASSOCIATION OF AN UNLIMITED COMPANY AND
HAVING SHARE CAPITAL
1st The name of the company is
‘‘..................................Company’’.
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 unlimited.
5th The share capital of the company
is..................................rupees, divided
into..................................shares
of..................................rupees each.
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:—
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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 |
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A.B. of........Merchant .............. |
Signed before me:
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C.D. of........Merchant .............. |
Signed before me:
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E.F. of........Merchant .............. |
Signed before me:
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G.H. of........Merchant .............. |
Signed before me:
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I.J. of........Merchant .............. |
Signed before me:
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K.L. of........Merchant .............. |
Signed before me:
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M.N. of........Merchant .............. |
Signed before me:
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7th 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):—
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Names, Addresses, descriptions and occupations of subscribers |
Signature of subscriber |
Signature, Names, Addresses, descriptions and occupations of witnesses |
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A.B. of........Merchant .............. |
Signed before me:
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8th Shri/Smt..........., son/daughter 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 -F
ARTICLES OF ASSOCIATION OF A COMPANY LIMITED BY SHARES
Interpretation
I. (1) In these regulations—
(a) “the Act” means the Companies Act, 2013,
(b) “the seal” means the common seal of the company.
(2) Unless the context otherwise requires, words or expressions contained in these regulations shall bear the same meaning as in the Act or any statutory modification thereof in force at the date at which these regulations become binding on the company.
Share capital and variation of rights
II. 1. Subject to the provisions of the Act and these
Articles, the shares in the capital of the company shall be
under the control of the Directors who may issue, allot or
otherwise dispose of the same or any of them to such
persons, in such proportion and on such terms and
conditions and either at a premium or at par and at such
time as they may from time to time think fit.
2. (i) Every person whose name is entered as a member in
the register of members shall be entitled to receive within
two months after incorporation, in case of subscribers to
the memorandum or after allotment or within one month after
the 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.
1[(ii)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 bound to issue
more than one certificate, and delivery of a certificate
for a share to one of several joint holders shall be
sufficient delivery to all such holders.
3. (i) If any share certificate be worn out, defaced,
mutilated or torn or if there be no further space on the
back for endorsement of transfer, then upon production and
surrender thereof to the company, a new certificate may be
issued in lieu thereof, and if any certificate is lost or
destroyed then upon proof thereof to the satisfaction of
the company and on execution of such indemnity as the
company deem adequate, a new certificate in lieu thereof
shall be given. Every certificate under this Article shall
be issued on payment of twenty rupees for each certificate.
(ii) The provisions of Articles (2) and (3) shall mutatis
mutandis apply to debentures of the company.
4. Except as required by law, no person shall be recognised
by the company as holding any share upon any trust, and the
company shall not be bound by, or be compelled in any way
to recognise (even when having notice thereof) any
equitable, contingent, future or partial interest in any
share, or any interest in any fractional part of a share,
or (except only as by these regulations or by law otherwise
provided) any other rights in respect of any share except
an absolute right to the entirety thereof in the registered
holder.
5. (i) The company may exercise the powers of paying
commissions conferred by sub-section (6) of
section 40,
provided that the rate per cent. or the amount of the
commission paid or agreed to be paid shall be disclosed in
the manner required by that section and rules made
thereunder.
(ii) The rate or amount of the commission shall not exceed
the rate or amount prescribed in rules made under
sub-section (6) of
section 40.
(iii) The commission may be satisfied by the payment of
cash or the allotment of fully or partly paid shares or
partly in the one way and partly in the other.
6. (i) If at any time the share capital is divided into
different classes of shares, the rights attached to any
class (unless otherwise provided by the terms of issue of
the shares of that class) may, subject to the provisions of
section 48,
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
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 (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 monies 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.
(ii) The company’s lien, if any, on a share shall extend to
all dividends payable and bonuses declared from time to
time in respect of such shares.
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
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.
11. (i) To give effect to any such sale, the Board may
authorise some person to transfer the shares sold to the
purchaser thereof.
(ii) The purchaser shall be registered as the holder of the
shares comprised in any such transfer.
(iii) The purchaser shall not be bound to see to the
application of the purchase money, nor shall his title to
the shares be affected by any irregularity or invalidity in
the proceedings in reference to the sale.
12. (i) The proceeds of the sale shall be received by the
company and applied in payment of such part of the amount
in respect of which the lien exists as is presently
payable.
(ii) The residue, if any, shall, subject to a like lien for
sums not presently payable as existed upon the shares
before the sale, be paid to the person entitled to the
shares at the date of the sale.
Calls on shares
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 Board shall be at liberty to waive payment of any
such interest wholly or in part.
17. (i) Any sum which by the terms of issue of a share
becomes payable on allotment or at any fixed date, whether
on account of the nominal value of the share or by way of
premium, shall, 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.
(ii) 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 shall 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 monies uncalled
and unpaid upon any shares held by him; and
(b) upon all or any of the monies 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,
twelve per cent. per annum, as may be agreed upon between
the Board and the member paying the sum in advance.
Transfer of shares
19. (i) The instrument of transfer of any share in the company shall be executed by or on behalf of both the transferor and transferee.
(ii) The transferor shall be deemed to remain a holder of the share until the name of the transferee is entered in the register of members in respect thereof.
20. The Board may, subject to the right of appeal conferred
by
section 58
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.
21. The Board may decline to recognise any instrument of
transfer unless—
(a) the instrument of transfer is in the form as prescribed
in rules made under sub-section (1) of
section 56;
(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.
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 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.
(ii) The Board shall, in either case, have the same right
to decline or suspend registration as it would have had, if
the deceased or insolvent member had transferred the share
before his death or insolvency.
25. (i) 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 elects.
(ii) If the person aforesaid shall elect to transfer the
share, he shall testify his election by executing a
transfer of the share.
(iii) All the limitations, restrictions and provisions of
these regulations relating to the right to transfer and the
registration of transfers of shares shall be applicable to
any such notice or transfer as aforesaid as if the death or
insolvency of the member had not occurred and the notice or
transfer were a transfer signed by that member.
26. A person becoming entitled to a share by reason of the death or insolvency of the holder shall be entitled to the same dividends and other advantages to which he would be entitled if he were the registered holder of the share, except that he shall not, before being registered as a member in respect of the share, be entitled in respect of it to exercise any right conferred by membership in relation to meetings of the company:
Provided that the Board may, at any time, give notice
requiring any such person to elect either to be registered
himself or to transfer the share, and if the notice is not
complied with within ninety days, the Board may thereafter
withhold payment of all dividends, bonuses or other monies
payable in respect of the share, until the requirements of
the notice have been complied with.
27. In case of a One Person Company—
(i) on the death of the sole member, the person nominated
by such member shall be the person recognised by the
company as having title to all the shares of the member;
(ii) the nominee on becoming entitled to such shares in
case of the member’s death shall be 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 respect of which the call was made shall be liable to be forfeited.
30. If the requirements of any such notice as aforesaid are not complied 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 Board to that effect.
31. (i) A forfeited share may be sold or otherwise disposed of on such terms and in such manner as the Board thinks fit.
(ii) At any time before a sale or disposal as aforesaid, the Board may cancel the forfeiture on such terms as it thinks fit.
32. (i) 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 monies 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 and when the company shall have received payment in full of all such monies in respect of the shares.
33. (i) A duly verified declaration in writing that the declarant is a director, the manager or the secretary, of 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;
(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 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; and
(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 share.
34. The provisions of these regulations as to forfeiture shall apply in the case of nonpayment of any sum which, by the terms of issue of a share, becomes 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. 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 transferred, or
as near thereto as circumstances admit:
Provided that the Board may, from time to time, fix the
minimum amount of stock transferable, so, however, that
such minimum shall not exceed the nominal amount of the
shares from which the stock arose.
(b) the holders of stock shall, according to the amount of
stock held by them, have the same rights, privileges and
advantages as regards dividends, voting at meetings of the
company, and other matters, as if they held the shares from
which the stock arose; but no such privilege or advantage
(except participation in the dividends and profits of the
company and in the assets on winding up) shall be conferred
by an amount of stock which would not, if existing in
shares, have conferred that privilege or advantage.
(c) such of the regulations of the company as are
applicable to paid-up shares shall apply to stock and the
words “share” and “shareholder” in those regulations shall
include “stock” and “stock-holder” respectively.
38. The company may, by special resolution, reduce in any
manner and with, and subject to, any incident authorised
and consent required by law,—
(a) its share capital;
(b) any capital redemption reserve account; or
(c) any share premium account.
Capitalisation of profits
39. (i) The company in general meeting may, upon the recommendation of the Board, resolve—
(a) that it is desirable to capitalise 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 distribution in the manner specified in clause (ii) amongst the members who would have been entitled thereto, if distributed by way of dividend and in the same proportions.
(ii) The sum aforesaid shall not be paid in cash but shall be applied, subject to the provision contained in clause (iii), either in or towards—
(A) paying up any amounts for the time being unpaid on any shares held by such members respectively;
(B) paying up in full, unissued shares of the company to be allotted and distributed, credited as fully 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 distributable
in fractions; and
(b) to authorise any person to enter, on behalf of all the
members entitled thereto, into an agreement with the
company providing for the allotment to them respectively,
credited as fully paid-up, of any further shares to which
they may be entitled upon such capitalisation, or as the
case may require, for the payment by the company on their
behalf, by the application thereto of their respective
proportions of profits resolved to be capitalised, of the
amount or any part of the amounts remaining unpaid on their
existing shares;
(iii) Any agreement made under such authority shall be
effective and binding on such members.
Buy-back of shares
41. Notwithstanding anything contained in these articles but subject to the provisions of sections 68 to 70 and any other applicable provision of the Act or any other law for the time being in force, the company may purchase its own shares or other specified securities. General meetings
42. All general meetings other than annual general meeting shall be called extraordinary general meeting.
43. (i) The Board may, whenever it thinks fit, call an extraordinary general meeting.
(ii) If at any time directors capable of acting who are sufficient in number to form a quorum are not within India, any director or any two members of the company may call 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
44. (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.
45. The chairperson, if any, of the Board shall preside as Chairperson at every general meeting of the company.
46. 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.
47. 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.
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, notice of the adjourned meeting shall be given as in the case of an original meeting.
(iv) Save as aforesaid, and as provided in section 103 of the Act, it shall not be necessary to give any notice of an adjournment or of the business to be transacted at an adjourned meeting.
Voting rights
50. Subject to any rights or restrictions for the time being attached to any class or classes of shares,—
(a) on a show of hands, every member present in person shall have one vote; and
(b) on a poll, the voting rights of members shall be in proportion to his share in the paid-up equity share capital of the company.
51. A member may exercise his vote at a meeting by electronic means in accordance with section 108 and shall vote only once.
52. (i) In the case of joint holders, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders.
(ii) For this purpose, seniority shall be determined by the order in which the names stand in the register of members.
53. A member of unsound mind, or in respect of whom an order has been made by any court having jurisdiction in lunacy, may vote, whether on a show of hands or on a poll, by his committee or other legal guardian, and any such committee or guardian may, on a poll, vote by proxy.
54. Any business other than that upon which a poll has been demanded may be proceeded with, pending the taking of the poll.
55. No member shall be entitled to vote at any general meeting unless all calls or other sums presently payable by him in respect of shares in the company have been paid.
56. (i) No objection shall be raised to the qualification of any voter except at the meeting or adjourned meeting at which the vote objected to is given or tendered, and every vote not disallowed at such meeting shall be valid for all purposes.
(ii) Any such objection made in due time shall be referred to the Chairperson of the meeting, whose decision shall be final and conclusive.
Proxy
57. The instrument appointing a proxy and the power-of-attorney or other authority, if any, under which it is signed or a notarised copy of that power or authority, shall be deposited at the registered office 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 majority of them.
61. (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.
62. The Board may pay all expenses incurred in getting up and registering the company.
63. The company may exercise the powers conferred on it by section 88 with regard to the keeping of a foreign register; and the Board may (subject to the provisions of that section) make and vary such regulations as it may thinks fit respecting the keeping of any such register.
64. All cheques, promissory notes, drafts, hundis, bills of exchange and other negotiable instruments, and all receipts for monies paid to the company, shall be signed, drawn, accepted, endorsed, or otherwise executed, as the case may be, by such person and in such manner as the Board shall from time to time by resolution determine.
65. Every director present at any meeting of the Board or of a committee thereof shall sign his name in a book to be kept for that purpose.
66. (i) Subject to the provisions of section 149, the Board shall have power at any time, and from time to time, to appoint a person as an additional director, provided the number of the directors and additional directors together shall not at any time exceed the maximum strength fixed for the Board by the articles.
(ii) Such person shall hold office only up to the date of the next annual general meeting of the company but shall be eligible for appointment by the company as a director at that meeting subject to the provisions of the Act.
Proceedings of the Board
67. (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.
68. (i) Save as otherwise 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 its body as it thinks fit.
(ii) Any committee so formed shall, in the exercise of the powers so delegated, conform to any regulations that may be imposed on it by the Board.
72. (i) A committee may elect a Chairperson of its meetings.
(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 members present may choose one of their members to be Chairperson of the meeting.
73. (i) A committee may meet and adjourn as it thinks fit.
(ii) Questions arising at any meeting of a committee shall be determined by a majority of votes of the members present, and in case of an equality of votes, the Chairperson shall have a second or casting vote.
74. All acts done in any meeting of the Board or of a committee thereof or by any person acting as a director, shall, notwithstanding that it may be afterwards discovered that there was some defect in the appointment of any one or more of such directors or of any person acting as aforesaid, or that they or any of them were disqualified, be as valid as if every such director or such person had been duly appointed and was qualified to be a director.
75. 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 valid and effective as if it had been passed at a meeting of the Board or committee, duly convened and held.
76. In case of a One Person Company—
(i) where the company is having only one director, all the businesses to be transacted at the meeting of the Board shall be entered into minutes book maintained under section 118;
(ii) such minutes book shall be signed and dated by the
director;
(iii) the resolution shall become effective from the date
of signing such minutes by the director.
Chief Executive Officer, Manager, Company Secretary
or Chief Financial Officer
77. 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 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 and the secretary or other person aforesaid shall sign every instrument to which the seal of the company is so affixed in their presence.
2 [Explanation.- : For the purposes of this sub-paragraph it is hereby clarified that on and from the commencement of the Companies (Amendment) Act, 2015 (21 of 2015), i.e. with effect from the 29th May, 2015, company may not be required to have the seal by virtue of registration under the Act and if a company does not have the seal, the provisions of this sub-paragraph shall not be applicable.]
Dividends and Reserve
80. The company in general meeting may declare dividends, but no dividend shall exceed the amount recommended by the Board.
81. Subject to the provisions of section 123, 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.
82. (i) The Board may, before recommending any dividend, set aside out of the profits of the company such sums as it thinks fit 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 or for equalising dividends; and pending such application, may, at the like discretion, either be employed in the business of the company or be invested in such investments (other than shares of the company) as the Board may, from time to time, thinks fit.
(ii) The Board may also carry forward any profits which it may consider necessary not to divide, without setting them aside as a reserve.
83. (i) Subject to the rights of persons, if any, entitled to shares with special rights as to dividends, all dividends shall be declared and paid according to the amounts paid or credited as paid on the shares in respect whereof the dividend is paid, but if and so long as nothing is paid upon any of the shares in the company, dividends may be declared and paid according to the amounts of the shares.
(ii) No amount paid or credited as paid on a share in advance of calls shall be treated for the purposes of this regulation as paid on the share.
(iii) All dividends shall be apportioned and paid
proportionately to the amounts paid or credited as paid on
the shares during any portion 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 dividend that may have been declared
shall be given to the persons entitled to share therein in
the manner mentioned in the Act.
88. No dividend shall bear interest against the company.
Accounts
89. (i) 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.
(ii) 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.
Winding up
90. Subject to the provisions of Chapter XX of the Act and rules made thereunder—
(i) If the company shall be wound up, the liquidator may, with the sanction of a special resolution of the company and any other sanction required by the Act, divide amongst the members, in specie or kind, the whole or any part of the assets of the company, whether they shall consist of property of the same kind or not.
(ii) 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.
(iii) 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 if he considers necessary, but so that no member shall be compelled to accept any shares or other securities whereon there is any liability.
Indemnity
91. Every officer 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 which relief is granted to him by the court or the Tribunal.
Note: The Articles shall be signed by each subscriber of the memorandum of association who shall add his address, description and occupation, if any, in the presence of at least one witness who shall attest the signature and shall likewise add his address, description and occupation, if any, and such signatures shall be in form specified below:
|
Names, Addresses, descriptions and occupations of subscribers |
Signature, Names, Addresses, descriptions and occupations of witnesses |
|
A.B. of........Merchant .............. |
Signed before me:
|
|
C.D. of........Merchant .............. |
Signed before me:
|
|
E.F. of........Merchant .............. |
Signed before me:
|
|
G.H. of........Merchant .............. |
Signed before me:
|
|
I.J. of........Merchant .............. |
Signed before me:
|
|
K.L. of........Merchant .............. |
Signed before me:
|
|
M.N. of........Merchant .............. |
Signed before me:
|
Dated the……..day of ………20……
Place: ................................
TABLE – G
ARTICLES OF ASSOCIATION OF A COMPANY LIMITED BY
GUARANTEE 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 time to time, register an increase of members.
2. All the articles of Table F in Schedule I annexed to the
Companies Act, 2013 shall be deemed to be incorporated with
these articles and to apply to the company.
TABLE - H
ARTICLES OF ASSOCIATION OF A COMPANY LIMITED BY
GUARANTEE AND NOT
HAVING SHARE CAPITAL
Interpretation
I. (1) In these regulations—
(a) “the Act” means the Companies Act, 2013;
(b) “the seal” means the common seal of the company.
(2) Unless the context otherwise requires, words or expressions contained in these regulations shall have the same meaning as in the Act or any statutory modification thereof in force at the date at which these regulations become binding on the company.
Members
II.
1.
The number of members with which the company proposes to be
registered is hundred, but the Board of Directors may, from
time to time, whenever the company or the business of the
company requires it, register an increase of members.
2. The subscribers to the memorandum and such other persons as the Board shall admit to membership shall be members of the company.
General meetings
3. All general meetings other than annual general meeting
shall be called extraordinary general meeting.
4. (i) The Board may, whenever it thinks fit, call an extraordinary general meeting.
(ii) If at any time directors capable of acting who are sufficient in number to form a quorum are not within India, any director or any two members of the company may call 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 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, notice of the adjourned meeting shall be given as in the case of an original meeting.
(iv) Save as aforesaid, and as provided in section 103 of the Act, it shall not be necessary to give any notice of an adjournment or of the business to be transacted at an adjourned meeting.
Voting rights
10. Every member shall have one vote.
11. A member of unsound mind, or in respect of whom an order has been made by any Court having jurisdiction in lunacy, may vote, whether on a show of hands or on a poll, by his committee or other legal guardian, and any such committee or guardian may, on a poll, vote by proxy.
12. No member shall be entitled to vote at any general meeting unless all sums presently payable by him to the company have been paid.
13. (i) No objection shall be raised to the qualification of any voter except at the meeting or adjourned meeting at which the vote objected to is given or tendered, and every vote not disallowed at such meeting shall be valid for all purposes.
(ii) Any such objection made in due time shall be referred
to the Chairperson of the meeting, whose decision shall be
final and conclusive.
14. 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.
15. A member may exercise his vote at a meeting by
electronic means in accordance with
section 108
and shall vote only once.
16. Any business other than that upon which a 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 otherwise 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.
21. 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.
22. (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 members to be Chairperson of the meeting.
23. (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 its body as it thinks fit.
(ii) Any committee so formed shall, in the exercise of the
powers so delegated, conform to any regulations that may be
imposed on it by the Board.
24. (i) A committee may elect a Chairperson of its
meetings.
(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
members present may choose one of their members to be
Chairperson of the meeting.
25. (i) A committee may meet and adjourn as it thinks
proper.
(ii) Questions arising at any meeting of a committee shall
be determined by a majority of votes of the members
present, and in case of an equality of votes, the chairman
shall have a second or casting vote.
26. All acts done by any meeting of the Board or of a
committee thereof or by any person acting as a director,
shall, notwithstanding that it may be afterwards discovered
that there was some defect in the appointment of any one or
more of such directors or of any person acting as
aforesaid, or that they or any of them were disqualified,
be as valid 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 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
30. (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 and the secretary or other person aforesaid shall sign every instrument to which the seal of the company is so affixed in their presence.
2 [Explanation.- For the purposes of this sub-paragraph it is hereby clarified that on and from the commencement of the Companies (Amendment) Act, 2015 (21 of 2015), i.e. with effect from the 29th May, 2015, company may not be required to have the seal by virtue of registration under the Act and if a company does not have the seal, the provisions of this sub-paragraph shall not be applicable.]
Note: The Articles shall be signed by each subscriber of the memorandum of association who shall add his address, description and occupation, if any, in the presence of at least one witness who shall attest the signature and shall likewise add his address, description and occupation, if any, and such signatures shall be in form specified below:
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 time to time, register an increase of members.
2. All the articles of Table F in Schedule I annexed to the
Companies Act, 2013 shall be deemed to be incorporated with
these articles and to apply to the company.
TABLE - J
ARTICLES OF ASSOCIATION OF AN UNLIMITED COMPANY AND NOT
HAVING SHARE CAPITAL
1. The number of members with which the company proposes to
be registered is hundred, but the Board of Directors may,
from time to time, whenever the company or the business of
the company requires it, register an increase of members.
2. The subscribers to the memorandum and such other persons
as the Board shall admit to membership shall be members of
the company.
3. All the articles of Table H in Schedule I annexed to the
Companies Act, 2013 shall be deemed to be incorporated with
these articles and to apply to the company.
Amendments
1. Substituted by Notification dated 10th April 2018
in Schedule I, in Table F, paragraph II, in sub-paragraph (2), for item (ii),
(ii) Every certificate shall be under the seal and shall specify the shares to which it relates and the amount paid-up thereon.
the following item shall be substituted, namely:-
"(ii)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."