(THE COMPANIES ACT, 1956)
(PUBLIC COMPANY LIMITED BY SHARES)
ARTICLES OF ASSOCIATION
OF
XYZ LIMITED
INTERPRETATION
1. Unless the context otherwise requires words or expressions contained in these Articles shall bear the same meanings as in the Act or any statutory modifications thereof in force at the date at which the Articles become binding on the Company:-
“The Act” means the Companies Act, 1956, and includes where context so admits any re – enactment or statutory modifications thereof for the time being in force.
“The Articles” means the Articles of Association as originally framed or as from time to time altered by Special Resolution.
“Beneficial Owner” shall mean beneficial owner as defined in clause (a) of sub – section (1) of section 2 of the Depositories Act, 1996.
“The Company” means PNR CAPITAL SERVICES LIMITED.
“Depositories Act” Depositories Act means the Depositories Act 1996 and any statutory modification or re-enactments thereof for the time being in force.
“Depository” shall mean a Depository as defined under clause (e) of sub – section (1) of Section 2 of the Depositories Act, 1996.
“The Directors” means the Directors for the time being of the Company.
“Board of Directors” or “The Board” means the Board of Directors for the time being of the Company.
“The Managing Director” means the managing Director/ Managing Directors for the time being of the company within the meaning of the Act.
“Manager” means the Manager for the time being of the company within the meaning of the Act.
“SEBI” includes Securities & Exchange Board of India established under Section 3 of the Securities and Exchange Board of India Act, 1992.
“Secretary” means the Secretary for the time being of the company within the meaning of the Act.
“The Office” means the Registered Office for the time being of the Company.
“The Register” means the Register of Members of the Company required to be kept under the act.
“Member” means person whose name is entered in the Register of holding any share either solely or jointly.
“The Registrar” means the Registrar of Companies, of the State where the registered office of the Company is situated.
“Dividend” includes Bonus but excludes bonus shares.
“Month” means English calendar month.
“Seal” means the common seal of the Company.
“Proxy” includes attorney duly constituted under a power of attorney.
“In Writing” and “Written” includes printing, lithography and other modes or representing or reproducing words in the visible form.
“Words” importing the singular number also include the plural number and vice – versa.
“Words” importing persons include corporations.
TABLE “A” NOT TO APPLY
2. The articles contained in these Articles of Association shall over-rule the regulations contained in Table “A” in the first schedule to the act. The Articles of Association referred to in this paragraph shall be subject to any exercise of the statutory power of the company in reference to the repeal or alteration of, or addition to, its regulation and the Articles of Association shall refer to articles as existing from time to time.
COMPANY NOT TO PURCHASE ITS OWN SHARES
3. Save as permitted under the Act, the funds of the Company shall not be employed in the purchase of, or lent on the security of shares of the company and the Company shall not give, directly or indirectly, any financial assistance, whether by way of loan, guarantee, the provision of security or otherwise, for the purpose of or in connection with any purchase of or subscription for shares in the Company or any Company of which it may, for the time being, be a subsidiary.
The article shall not be deemed to affect the power of the Company to enforce repayment of loans from members or to exercise a lien conferred by these Articles.
3A. “ Subject to and in compliance of the requirements of section 77A, 77AA and 77B of the Companies Act, 1956 (including any statutory modifications (s) or re-enactment thereof) and any Rules and Regulation that may be prescribed by the Central Government, Securities & Exchange Board of India (SEBI) or any other appropriate authority in this regard, the Company in a General Meeting may, upon the recommendation of the Board, at any time and from time to time, by a Special Resolution authorise Buy-Back of any part of the share capital of the company fully paid – up as on that date.”
REGISTERED OFFICE
4. The office shall be at such place as the Board of Directors shall determine subject to provisions of the Act.
SHARES
SHARE CAPITEL
5. The Share Capital of the Company is as stated in the memorandum of Association.
ALLOTMENT OF SHARES
6. Subject to the provisions of these articles and the Act, the shares shall be under control of the Board who may allot or otherwise dispose off the same to such persons, on such terms and conditions, at such times, either at par or at a premium and for such considerations as the Board may think fit. Provided that, where at any time it is proposed to increase the subscribed capital of the Company by the allotment of further shares, subject to the provisions of the Act, the Board shall issue such shares, in the manner prescribed under the Act.
RETURN OF ALLOTMENTS
7. As regards all allotments made from time to time the Company shall duly comply with Section 75 of the Act.
COMMISSION AND BROKERAGE
8. The Company may exercise the power of paying commissions conferred by the Act and such commission may be satisfied by the payment of cash or the allotment of fully or partly paid shares or partly in one way and partly in the other. The Company may also on any issue of shares of debentures, pay such brokerage in such manner as may be lawful.
SHARES AT A DISCOUNT
9. With the approval of the Company in General Meeting and of such other statutory authority as may be prescribed under the Act, the Board may issue at a discount shares of a class already issues.
INSTALMENT OF SHARES TO BE DULY PAID
10. If by the conditions of allotment of any shares, the whole or part of the amount or issue price thereof shall be payable by instalments, every such instalments shall, when dus, be paid to the Company by the person who, for the time being, shall be the registered holder of the share or by his executor or administrator or legal heirs/successors.
LIABILITY OF JOINT HOLDERS OF SHARES
11. The joint-holders of a share shall be severally as well as jointly liable for the payment of all instalments and calls due in respect of such shares.
TRUST NOT RECOGNISED
12. Save as herein otherwise provided, shall be entitled to treat the registered holder of any shares as the absolute owner thereof and accordingly shall not (except as ordered by a court of Competent jurisdiction or as by statue required) by bound by, or be compelled in any way to recognise, even when having notice thereof, anybenami, trust or equity or equitable, contingent, future, or partial or other claim or right to interest in fractional part of share or such shares on the part of any other claim to or interest in such share on the part of any other person.
JOINT HOLDERS
13.(1) Not more than four persons shall be registered as joint holders of any share, unless so required by law.
(2) Where two or more persons are registered as the holders of any share they shall be deemed to hold the same as joint tenants with benefits of survivorship subject to the following and other provisions contained in these Articles: -
a) Only the person whose name stands first in the Register or a person authorised by him may give effectual receipts of any dividends or other moneys payable in respect of such share.
b) Only the person whose name stands first in the Register of Members as one of the joint holders of any share shall be entitled to receive documents (which expression shall be deemed to include all documents referred to in these Articles) from the Company and any document served on or sent to such person shall be deemed service on all the joint holders.
c) Except as in these Articles provided elsewhere the person first named in the Register as on of the joint holders of a share shall be deemed to be the sole holder thereof for matter connected with the Company.
SHARE CERTIFICATES
14. (I) Every Share Certificate shall specify such particulars and shall be signed and sealed in such manner as prescribed under the Act or any other statutory regulation.
(ii) Every person whose name is entered as a member in the register or members shall be entitled to receive, subject to the conditions of the issue/allotment;
a) One certificate for all his shares without payment;
b) Subject to such restrictions and payments as the Board may fix, several certificates for all his shares.
(iii) In respect of shares held jointly by two or more persons, the company shall not be bound to issue more than one certificate and delivery of such certificate to one of the several joint holders shall be sufficient delivery to such joint holders.
(iv) No fee shall be charged for –
a) Registration of transfer of shares.
b) Sub-division and consolidation of shares and debenture certificates and for sub-division or letters of allotment and split, consolidation, renewal and pucca Transfer Receipts into denominations corresponding to the market units of tradint.
c) Sub-division of renounceable letter of Right.
d) Issue of new certificates in replacement of those which are old, decript or worn out or where the cages on the reverse recording transfers have been fully utilised.
e) Registration of any power of Attorney; Probate, Letters of Administration or similar other documents.
(v) The fee that may be agreed upon with the exchange will be charged for :
a) Issue of new certificates in replacement of those that are torn, defaces, lost or destroyed.
b) Sub-division and consolidation of share and debenture certificates and for sub-division of Letters of allotment and split, consolidation, Renewal and Pucca Transfer Receipt into denominations other than those fixed for the market units of trading.
(vi) The Board may at its sole discretion refuse to split or consolidate or sub-divide shares into such lots smaller than the market trading lot as prevalent at the recognised stock exchange.
ACCEPTANCE OF SHARES
(vii)i) An application signed by or on behalf of an applicant for shares in the company, followed by an allotment of any shares therein, shall be an acceptance of shares within the meaning of these articles and every person who thus or otherwise accepts any shares and whose name is one the Register, shall, for the purpose of these Articles be a member.
ii) The money (if any) which the Board shall, on the allotment of any shares being made by them, require or direct to be paid by way of deposit, call or otherwise, in respect of any shares allotted by them, shall immediately on the inscription of the name of the allottee(s) in the Register of Members as the name of the holder(s) of such shares become a debt due to and recoverable by the company from the allottee(s) thereof and shall be paid by him accordingly.
CALLS
15. The Board may, from time to time, subject to the terms on which any shares may have been issued, and subject to the provisions of the act, make such calls as the board thinks fit, upon the members in respect of all the conditions of allotment thereof made payable at fixed times, and each member shall pay the amount of every call so made on him to the persons and at the time and place appointed by the Board. A call may be made payable in instalment and shall be deemed to have been made when the resolution of Board authorising such call was passed.
RESTRICTION ON POWER TO MAKE CALLS AND NOTICE
16. No call shall exceed one-half of the nominal amount of share, or be made payable within one month after the last preceding call was payable. Not less than one month notice of any call shall be given specifying the time and place of payment and to whom such call shall be paid.
NON-PAYMENT OF CALLS
17. (i) If the sum payable in respect of any call or instalment be not paid on or before the day appointed for payment thereof the holder for the time being in respect of the share for which the call shall have been made or the instalment shall be due shall pay interest for the same at the rate of 15 (fifteen) per cent per annum from the day appointed for payment thereof to the time of the actual payment 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 either wholly or in part.
DIRECTORS MAY EXTEND TIME
(iii) The Board may at their sole discretion extend the time fixed for the payment of any call and may extend such time as to all or any of the members except to a Director on account of or for any reason which the Board may consider reasonable and adequate for such extension.
AMOUNT PAYABLE AT FIXED TIME OR PAYABLE BY INSTALMENTS AS CALL
18. If by the terms of any share or otherwise any amount is made payable upon allotment or at any fixed time or by instalments at fixed time, whether on account of the amount of the share or by way or premium every such amount or instalment shall be payables as if it were a call duly made by the Board and of which due notice had been given, and all the provisions herein contained in respect of calls shall relate to such amount or instalment accordingly.
EVIDENCE IN ACTION BY COMPANY AGAINST SHAREHOLDERS
19. On the trial or hearing of any action or suit brought by the Company against any share holders or his representatives to recover any debt or money claimed to be due to the Company in respect of his share, it shall be sufficient to prove that the name of the defendant is or was, when the claim arose, on the Register as a holder, or one of the holders of the number of shares in respect of which such claim is made, and that the amount claimed is not entered as paid in the books of the company and it shall not be necessary to prove the appointment of the Directors, who made such call, nor any other matter whatsoever but the proof of the matters aforesaid shall be conclusive evidence of the debt.
PAYMENT OF CALL IN ADVANCE
20. The Board may, if it thinks fit, receive from any members willing to advance the same, all or any part of the money due upon the share held by him beyond the sums actually called for and upon the money so paid so satisfied in advance, or so in respect thereof as from time to time exceeds the amount of the call then made upon the share in respect of which such advance has been made, the company may pay interest at such rate not exceeding, unless the Company in General Meeting shall otherwise direct, 12% (Twelve) per annum as the member paying such sum in advance and the Board agrees upon. Money so paid in excess of the amount of calls shall not rank for dividends or confer a right to participate in profits. The Board may at any time repay the amount so advanced upon giving to such member not less than three month’s notice in writing.
REVOCATION OF CALLS
21. A call may be revoked or postponed at the discretion of the Board.
FORFEITURE AND LIEN
IF CALL OR INSTALMENT NOT PAID NOTICE MAY BE GIVEN
22. If any member fails to pay the whole or any part of any call or instalment or any money due in respect or any shares either by way of principal or interest on or before the day appointed for the payment of the same, the board may at any time thereafter during such time as the call or instalment or any part thereof or other monies remain unpaid or a judgement or decree in respect thereof remains unsatisfied in whole or in part serve a notice on such member or on the person, if an, entitled to the share by transmission requiring him to pay such call or instalment or such part thereof or other monies as remain unpaid together with any interest that may have been accrued and all expenses (legal or otherwise) that may have been incurred by the company by reason of such non-payment.
CONTENTS OF NOTICE
23. The notice shall name a day (not being less than one month from the date of notice) and a place or places on and at which such call or instalment and such interest and expenses as aforesaid are to be paid. The notice shall also state that in the event of non-payment on or before the day appointment, and at the place appointed, the shares in respect of which such call was made or instalment is payable will be liable to be forfeited.
SHARES MAY BE FORFEITED
24.(i) If the requisition of any such notice as aforesaid be not complied with, any shares in respect of which such notice has been given may, at any time thereafter before payment of all calls or instalment interest and expenses, due in respect thereof, be forfeited by a resolution of the board to that effect. The Board shall also be empowered to adjust and forfeit all dividends declared in respect of forfeited shares and not actually paid before the forfeiture.
(ii) Neither the receipt by the company of a portion of any money which shall, from time, to time, be due from any member, to the Company in respect of his shares either by way of principal or interest, nor any indulgence granted by the company in respect of the payment of any such money, shall preclude the company from thereafter proceeding to enforce a forfeiture of such shares.
(iii) The forfeiture of a share shall involve the extinction of all interest in and also of all claims and demands against the company in respect of the share and all other rights incidental to the share, except only such of those right as by these articles are expressly saved.
NOTICE AFTER FORFEITURE
25. When any share shall have been so forfeited notice of the resolution shall be given to the member in whose name it stood immediately prior to the forfeiture and an entry of the forfeiture with the date thereof, shall forthwith be made in the Register, but no forfeiture shall be in any manner invalidated by any omission or neglect to give such notice or make such entry as aforesaid.
FORFEITED SHSKE TO BECOME PROPERTY OF THE COMPANY
26. Any share so forfeited shall be deemed to be the property of the company, and the Board may sell, re-allot or otherwise dispose off the same in such manner as it think fit.
POWER TO ANNUL FORFEITURE
27. The Board may, at any time before any share so forfeited have been sold, re-allotted or otherwise disposed off, annul the forfeiture thereof upon such conditions as it think fit.
LIABILITIES ON FORFEITURE
28. A person whose share has been forfeited shall cease to be member in respect of such share but shall, not-withstanding remain liable to pay and shall forthwith pay to the company, all calls or instalments, interest and expenses, owing upon or in respect of such share, at the time of the forfeiture, together with interest thereon, from the time of forfeiture until payment, at 15 percent annum and the Board may enforce the payment thereof, or any part therof without any deduction or allowance for the value of the shares at the time of forfeiture, but shall not be under any obligation to do so.
EVIDENCE OF FORFEITURE
29. A duly verified declaration in writing that, the declarant is Director manager, or Secretary or an Officer of the Company and has been authorised by a Board Resolution to act as a declarant and that certain shares in the Company have 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 shares and such declaration and the receipt of the Company for the consideration, if any, given for the shares on the sale of disposition thereof shall constitute a good title to such shares, and the person to whom any such shares are sold shall be registered as the holder of such shares and shall not be bound to see the application of purchase money, nor shall his title to such shares be affected by any irregularity or invalidity in the proceeding in reference to such forfeiture sale or disposition.
FFORFEITURE PROVISIONS TO APPLY TO
NON-PAYMENT INTERMS OF ISSUE
30. The provisions of Articles hereof shall apply in the case of non-payment of any sum which, by the terms of issue of share, becomes payable at a fixed time, whether on account of the nominal value of share or by way of premium, as if the same had been payable by virtue of call duly made and notified.
COMPANY’S LIEN ON SHARES
31. The company shall have a first and paramount lien upon every share not being fully paid up registered in the name of each member (whether solely or jointly with others) and upon the proceeds of sale thereof for moneys called or payable at a fixed time in respect of such share whether the time for the payment thereof shall have actually arrived or not and no equitable interest in any share shall be created except upon the footing and condition that the Articles hereof are to have full effect. Such lien shall extend to all dividends from time to time declared in respect of such share. Unless otherwise agreed, the registration of a transfer of share shall operate as waiver of the Company’s lien, if any, on such share. The Board may at any time declared any shares to be exempt wholly or partially from the provision of the article.
AS TO ENFORCING LIEN BY SALE
32. For the purpose of enforcing such lien, the Board may authorise to sell the share in such manner as it think fit, but no sale shall be made until such time for payment as aforesaid shall have arrived and until notice in writing of the intention to sell had been served on such Member, his executor or administrator or his committee or other legal representative as the case may be and default shall have been made by him or them in payment of the moneys called or payable at a fixed time in respect of such share for one month after the date of such notice.
APPLICATION OF PROCEEDS OF SALE
33. The net proceeds of the sale shall be received by the Company and applied in or towards payment of such part of the amount in respect of which the lien exists as is presently payable, and the residue, if any, shall (subject to a like lien for sum not presently payable as existed upon the share before the sale) be paid to be persons entitled to the share at the date of the sale.
VALIDITY OF SALES IN EXERCISE OF LIEN AND AFTER FORFEITURE
34. Upon any sale after forfeiture or for enforcing a lien in purported exercise of the powers herein before given, the Board may appoint some persons to execute an instrument of transfer of the share sold and cause the purchaser’s name to be entered in the Register in respect of the share sold, and the purchaser shall not be bound to see the regularity of the sale shall not be impeached by any person, and the remedy of any person aggrieved by the sale shall be in damages only and against the Company exclusively.
BOARD MAY ISSUE NEW CERTIFICATES
35. Where any share under the power in that behalf herein contained is sold by the Board and the certificate in respect thereof has not been delivered to the company by the former holder of such share, the Board may issue new certificate not so delivered up and cancel the undelivered certificate.
TRANSFER AND TRANSMISSION
EXECUTION OF TRANSFER
36. The instrument of transfer shall be in writing and all the provisions of the act and these articles shall be duly compiled with in respect of all transfer of shares and the registration thereof.
APPLICATION BY TRANSFEROR
37. Application for the registration of transfer of a share may be made either by the transferor or the transferee, provided that, where such application is made by the transferrer no registration shall, in the case of a partly paid share, be effected unless the company gives notice of the application to the transferee in the manner prescribed under the Act, and subject to the provisions of these Articles, the Company shall, unless objection is made by the transferee within two weeks from the date of receipt of the notice enter in the register the name of the transferee in the same manner and subject to the same conditions as if the application for the registration of transfer was made by the transferee.
FORM OF TRANSFER
38. The instrument of transfer shall be in the form prescribed under the Act or the Rules made thereunder or where no such form is prescribed in the usual common form or any other form approved by the Stock exchanges in India or as near there to as circumstances will admit.
IN WHAT CASES THE BOARD MAY REFUSE TO REGISTER TRANSFER
39. Subject to the provisions of the Act or any other statutory regulations the Directors may in their absolute and uncontrolled discretion and without assigning any reason, decline to register any proposed transfer of shares or transmission of shares whether or not the transferee is the member of the Company.
The Board may also refuse to register any transfer or transmission of any shares upon which the company has lien or in case of shares not fully paid up while any money called up and payable at a fixed time in respect of the shares desired to be transferred or any of them, remained unpaid, and in case of shares not fully paid up. May refuse to register a transfer of shares to a transferee of whom the Board does not approve. Provided that the registration of a transfer of a share shall not be refused merely on the grounds of the transferor being either alone or jointly with any other person indebted to the Company on any account whatsoever.
39A. The Board shall not accept applications for transfer of less than 100 (hundred) equity shares of the Company, provided, however, that this restriction shall not apply to : -
(a) The transfer of equity shares made in pursuance of statutory provisions, Government order or an order of a Court of Law.
(b) The transfer of the entire equity shares by an existing equity shareholder(s) of the Company holding less than 100 (hundred) equity shares by a single transfer to a single or joint names.
(c) The transfer of more than 100 (hundred) equity shares in the aggregate in the favour of the same transferee under two or more Transfer Deeds out which, one or more relates to the transfer or less than 100 (hundred) equity shares.
(d) Transfer of equity shares held by a member whish are less than 100 (hundred), in cases of genuine hardship, at the sole discretion of the Board of Director. Provided that where a person is holding shares in lots higher than the market trading unit and sells the market trading unit, the remaining shares even through less than 100 (hundred) in number, shall be permissible to stand in his own name.
NO TRANSFER TO MINOR/PERSON OR UNSOUND MIND
40. No transfer shall be made to a person of unsound mind and no transfer or partly paid up shares or of those on which the Company has lien shall be registered in favour of minor.
TRANSFER INTRUMENT LEFT AT OFFICE WHEN TO BE RETAINED
41. Every instrument of transfer shall be left at the office for registration accompanied by the certificate of the share to be transferred or, if no such certificate is in existence of the share to be transferred or, if no such certificate is in existence by the Letter of Allotment of the share and such other evidence as the Board may require to prove the title of the transferor of his right to transfer the share. Every instrument of transfer which shall be registered shall be retained by the Company, but any instrument of transfer which the Board may refuse to register, shall be returned to the person depositing the same.
FEE ON REGISTRATION OF TRANSFER, PROBATE
42. No fee shall be payable to the Company in respect of transfer or transmission of any shares in the Company.
TRANSMISSION OF REGISTERED SHARES
43. The executor or administrator of deceased member (not being one of several joint-holders) or the holder of a succession certificate in respect of a share of such a deceased member shall be the only person recognised by the Company as having any title to the share registered in the name of such member, and in case of the death of any one or more of the joint holders, of any registered share, the survivor or survivors shall be the only person (s) recognised by the Company as having any title or interest in such share, but nothing herein contained shall betaken to release the estate of deceased joint-holder from any liability on the share held by him jointly with any other person. Before recognising any executor or administrator or successor or legal heir, the Board may require him to obtain and produce a Grant or probate or letter of Administration or succession certificate or other legal representation, as the case may be, from a competent Court or any other authority in India. Provided nevertheless that in any case, where the Board in its absolute discretion thinks fit it shall be lawful for the Board to dispense with the production of letters of Administration or probate or succession certificate or such other legal representation upon such terms as to indemnity, as it may consider proper.
AS TO TRANSFER OF SHARES OF INSANE, DECEASED OR
BANKRUPT MEMBERS
44. Any committee or guardian or a launtic or minor member or any person becoming entitled to or to transfer of a share in consequence of the death or bankruptcy or insolvency of any member of by lawful means upon producing such evidence that he sustains the character in respect of which he proposes to act under this Article or of his title as the Board thinks sufficient, may, with the consent of the Board (which the Board shall not be bound to give) be registered as a member subject to the regulation as to transfer herein before contained, transfer such share.
TRANSMISSION ARTICLE
ELECTION UNDER THE TRANSMISSION
45.(i) If the person so becoming entitled the Transmission Article 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 educating an instrument of transfer of the share.
(iii) All limitations, restrictions and provisions of these Articies relating to the right to transfer and the registration of instruments of transfer of a share shall be applicable to any such notice or transfer as aforesaid as if the death, iunacy, bankruptcy or insolvency or liquidation of the member or transmission or devolution of his share by lawful means had not occurred and the notice of transfer were a transfer signed by that member.
RIGHT OF PERSONS ENTITLED TO SHARE
UNDER THE TRANSMISSION ARTICLE
46. A Person so becoming entitled under the Transmission Article to a share by reason of the death, lunacy, bankruptcy or insolvency or liquidation of the holder shall, subject to the provisions of these Articles and of the Act, be entitled to the same dividend and other advantages as he would be entitled to 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 the meeting of the Company.
Provided that the Board may at any time give a notice requiring any such person to elect either to be registered himself or to transfer the share, and if the notice is not compiled with within ninety days, the Board may thereafter withhold payment of all dividends, bonuses, or other moneys payable in respect of the share, until the requirements of the notice have been complied with.
BOARD MAY REQUIRE EVIDENCE OF TRANSMISSION
47. Every transmission of share shall be verified in such manner as the Directors may require and the Company may refuse to register any such transmission until the same to be verified or until or unless an indemnity be given to the Company with regard to such registration, which the Directors at their discretion shall consider sufficient, provided nevertheless that there shall not be any obligation on the Company or the Directors to accept any indemnity.
THE COMPANY NOT LIABLE FOR DISREGARD OF A NOTICE
PROHIBITING REGISTRATION OF TRANSFER
48. Nither the Company nor any of its directors or other officers shall incur any liability or responsibility whatsoever in consequence of its registering or giving effect to any transfer or transmission of shares made purporting to be made by any apparent or legal owner there of shown or appearing in the Register of Members to the prejudice of persons having or claiming any equitable rights, title or interest to or in the same share, notwithstanding that the Company may have had notice of such equitable right, title or interest or notice prohibiting registration of such transfer and may have entered such notice or referred thereto in any book of the Company, and the Company shall not be bound or required to regard or attend or give effect to any notice which may be given to it or any equitable right, title or interest or be under any liability whatsoever for refusing or neglecting to do so though it may have been entered or referred to in some book of the Company but the Company shall nevertheless be at liberty to regard and attend to any such notice and give effect thereto if the Directors shall so think fit.
NOMINATION
48 A.(1) Every holder of share (s) and/or debenture(s) of, the Company, so entitled under the Act and Rules framed there under, may, will have freedom to nominate, in manner prescribed under the Act, a person to whom his share (s) in at any time and/or debenture (s) of , the Company shall vest in the event of his death.
(2) Where the share(s) and /or debenture(s) of , the Company, are held by more than one person jointly, the jointholders so entitled under the Act and rules framed there under, may, together nominate, in the manner prescribed under the Act, a person to whom all the rights in the share(s) and/or debenture(s) of the Company, as the case may be, shall vest in event of death of all the jointholders.
(3) Notwithstanding anything contained in any other law for the time-being in force or in these Articles, in respect of such share(s) and/or debenture(s) of, the Company where a nomination made in the manner prescribed under the Act, purports to confer on any person the right to vest the share(s) in and/or debenture(s) of the Company, the nominee shall, on the death of the shareholder and/or debenture holder concerned or on the death of all the jointholders, as the case may be, become entitled to all the rights in relation to such shares(s) or debenture(s) to the exclusion of all other persons, unless the nomination is varied or cancelled in the manner prescribed under the Act.
(4) Where the nominee is a minor, it shall be lawful for the holder of the share(s) in and/or debenture(s) of , the Company can make the nomination in the manner prescribed under the Act, to appoint any person to become entitled to the share(s) in and/or debenture(s) of , the Company in the event of his death, during the minority.
(5) Notwithstanding anything contained in these Articles, any person who becomes a nominee by virtue of the provisions of Article 48A upon the production of such evidence as may be required by the Board of the Company elect either (a) to be registered himself as holder of the share(s) and/or debentures, as the case may be or (b) to make such transfer or the share(s) and/or debenture(s), as the case may be, as the deceased shareholder and/or debenture holder, as the case may be, could have made.
(6) The Board of Directors of the Company in either shall have the same rights to decline or suspend registration as it would have had the deceased shareholder or debenture had transferred the shares or debentures before his death.”
INCREASE AND REDUCTION OF CAPITAL
POWER TO INCREASE CAPTIAL
49. The company in General Meeting may, from time to time increase its capital by the creation of new shares of such amount as may be deemed expedient.
ON WHAT CONDITIONS NEW SHARES MAY BE ISSUED
50. Subject to any special right or privileges for the time being attached to any already issued shares in the capital of the Company, the new shares or the existing unissued shares of any class may be issued in the case of new shares upon such terms and conditions and with such right and privileges, attached thereto as the General Meeting resolving upon the creation thereof, shall direct, and if no directions be given, and in the case of existing unissued shares as the Board shall determine, and in particular in the case of preference shares such shares may be issued with preferential or qualified rights to dividends and in the distribution of the assets of he Company and with rights of redemption.
50 A.(i) Dematerialisation of Securities
Notwithstanding anything contained in these Articles, the company shall be entitled to dematerialise its existing securities rematerialise its securities held in Depositories and/or offer securities in a dematerialised from pursuant to the Depositories Act, 1996 and the rules framed thereunder, if any.
(ii) Options for investors
Every person subscribing to securities offered by the company shall have the option to receive security certificates or to hold the securities with a depository. Such a person who is the beneficial owner of the securities can at any time opt out of the depository if permitted by law, in respect of any security in the manner and within the time prescribed, issue to the beneficial owner the required certificates of securities. If a person opts to hold his security with a depository, the company shall intimate such depository, the details of allotment of the security and on receipt of the information, the depository shall enter in its record the name of the allottee as the beneficial owner of the security.
(iii) Securities in depositories to be in fungible from
All the securities held by a Depository shall be dematerialised and shall be in fungible form. Notwithstanding anything contained in section 153, 153A, 153B, 187B & 187C of the Act shall apply to the securities held by it on behalf of the beneficial owners.
(iv) Rights of depositories and beneficial owner
(a) Notwithstanding anything contained in the Act or these Articles, a depository shall be deemed to be a registered owner for the purpose of effecting transfer of ownership of security on behalf of the beneficial owner.
(b) Save as otherwise in (a) above the depository shall be deemed to be a registered owner of securities shall not have any voting rights or any other rights in respect of the securities held by it.
(c) Every person holding securities of the Company and whose name is entered as the Beneficial owner in the records of the “Depository” shall be deemed to be a Member of the company. The beneficial owner of the securities shall be entitled to all rights and benefits and shall be subject to all the liabilities in respect of his securities held by a Depository.
(d) In respect of the shares or other securities of the Company held in dematerialised form, the provisions relating to joint holders in these Articles shall mutatis mutandis apply to the joint beneficial owners.
(v) Transfer of securities
In case of transfer of shares, debentures and other marketable securities where the Company has not issued any certificate and where such shares, debentures and other marketable securities are being held in electronic and fungible form in a Depository, the provisions of Depositories Act, 1996 shall apply.
(vi) Distinctive Number of Securities held in a Depository Form
The Shares in the capital shall be progressively numbered according to their several denomination, provided however, that the provision relating to progressive numbering shall not apply to the shares of the Company which are dematerialised or may be dematerialised in future or issued in future in dematerialised form.
(vii) Register and Index of beneficial owners
The Company shall maintain a Register and Index of Members and Register and Index of Debenture Holders in accordance with all applicable provisions of the Companies Act, 1956, and the Depositories Act with the details of shares held in material and dematerialised form in any media as may be permitted by law including any form of electronic media. The Register and Index of Beneficial members maintained by a Depository under section 11 of the Depositories Act, 1996 shall be deemed to be Register and Index of Members and holder of securities for the purpose of this Act.
PROVISION RELATING TO THE ISSUE
51. Before the issue of any new shares, the Company in General Meeting may make provisions as to the allotment and issue of the new shares, and in particular may determine to whom the same shall be offered in the first instance and whether at par or at premium or, subject to the provisions of the Act, at a discount and upon default of any such provisions, or so far as the same shall not extend, the new share may be issued in conformity with the provisions of these Articles.
HOW FAR NEW SHARES TO RANK WITH EXISTING SHARES
52. Except so far as otherwise provided by the conditions of issue or by these Articles, any capital raised by the creation of new shares shall be considered part of the then existing capital of the Company and shall be subject to the provisions herein contained with reference to the payment of dividends, calls and instalments, transfer and transmission, forfeiture, lien, surrender and otherwise.
INEQUALITY IN NUMBER OF NEW SHARES
53. If, owing to any inequality in the number of new shares to and the number of shares held by members entitled to have the offer of such new shares, any difficulty shall arise in the apportionment of such new shares or any of them amongst the members, such difficulty shall, in the absence of any direction in the resolution creating the shares or by the Company in General Meeting be determined by the Board.
REDUCTION OF CAPITAL
54. The company may, from time to time, by special Resolution reduce its capital and any Capital Redemption Reserve account or share Premium Account in any manner and with and subject to any incident authorised and consent required under the Act and in Particular capital may be paid off on the footing that it may be called up again or otherwise.
ALTERATION OF CAPTIAL
POWER TO SUBDIVIDE SHAES
55. The Company in General Meeting may from time to time –
(a) Consolidate and divide all or any of its share capital into shares of larger amount than its existing shares;
(b) Sub-divide its existing shares or any of them into shares of smaller amount than is fixed by the memorandum, so however, that in the sub-division the proportion between the amount paid and the amount, if any, unpaid on each reduced share shall be the same as it was in the case of the share from which the reduced share is derived;
(c) Cancel an shares which at the date of the passing of the resolution, have not been taken or agreed to be taken by any person and diminish the amount of its share capital by the amount of the shares so cancelled.
SURRENDER OF SHARES
56. Subject to the provisions of the Act, the Board may accept from any member the surrender on such terms and conditions as shall be agreed, of all or any of his shares.
MODIFICATION OF RIGHTS
POWER TO MODIFY RIGHTS
57. Whenever the capital (by reason of the issue of Preference Shares or otherwise) is divided into different classes of shares, all or any of the rights and privileges attached to each class may, subject to the provisions of the Act, be modified, commuted, affected, abrogated, varied or dealt with by agreement between the Company and any person purporting to contract on behalf of that class provided such agreement is (A) consented to in writing by the holders of at least three-fourths of the issued shares of that class provided or (B) sanctioned by a resolution passed at a separate General Meeting of the holders of shares of that class in accordance with
(16)
the provisions of the Act and all the provisions hereinafter contained as to General meeting shall mutatis mutandis, apply to every such meeting, except that the quorum there shall be members holding or representing by proxy one – fifth of the nominal amount of the issued shares of the class. This article is not by implication to curtail the power of modification which the Company would have if this Article is omitted.
BORROWING POWERS
POWER TO BORROW
58. The Board may from time to time, as its discretion subject to the provisions of the Act, raise or borrow either from the Directors or from elsewhere and may secure the payment of any sum or sums of money for the purpose of the Company.
CONDITIONS ON WHICH MONEY MAY BE BORROWED
59. The Board may raise or secure the payment of such sum or sums in such manner and upon such terms and conditions in all respects as it thinks fir, and in particular, by the issue of bonds, perpetual or redeemable, debentures or debenture – stock, or by receiving deposits or giving guarantee or making, drawing, accepting or endorsing on behalf of the Company any promissory notes or bill of exchange or giving or issuing any security of the company or any mortgaged, or other tangible security on the undertaking of the whole or any part of the property of the Company (both present and future), but shall not create a charge on its uncalled capital for the time being without the sanction of the company in the General Meeting.
ISSUE AT DISCOUNT OR WITH SPECIAL PRIVILEGES
60. Any debenture, debenture – stock, bones or other securities may be issued at a discount, premium or otherwise and with any special privileges, as to redemption, surrender, drawings, allotment shares, appointment of Directors and otherwise, debentures, debenture – stock, bonds and other securities may be assignable free from equities between the company and the person whom the same may be issued.
TRANSFER OF DEBENTURES
61. The provisions of these Articles shall mutatis – mutandis apply to transfer or transmission operation of law of debentures of the Company.
GENERAL MEETINGS
WHEN ANNUAL GENERAL MEETING TO BE HELD
62. In addition to any other meetings, Annual General Meeting of the Company shall be held within such intervals and at such times and places subject to the provisions of the Act, as may be determined by the Board. Any other meeting of the company shall be called as an “Extra – ordinary General Meeting”.
WHEN EXTRA – ORDINARY GENERAL MEETING TO BE CALLED
63. Subject to the provisions of the Act, the board may whenever it thinks fit or on the requisition of the members call an Extra – Ordinary General Meeting.
NOTICE FOR MEETING
64. The notice of a General Meeting shall be given in such manner and to such persons as prescribed under the Act. the accidental omission to give any such notice to or its non -– receipt by any member or other person to whom it should be given shall not invalidate the proceedings of the meeting.
65. (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. Save as herein otherwise provided five members present in person shall be quorum.
(ii) Any act, business or resolution which, under these articles or the Act, is permitted or required to be done or passed by the Company in General Meeting shall be sufficiently so done or passed if effected by an Ordinary Resolution as defined in the Act, unless either the Act or these articles specifically require such act, business or resolution to be done or passed by a special resolution as defined in the Act.
WHEN, IF QUORUM NOT PRESENT, MEETING TO BE DISSOLVED AND WHEN TO BE ADJOURNED
66. If within half – an – hour from the time appointed for the meeting a quorum be not present, the meeting if convened on such requisition as aforesaid, shall be dissolved, but in any other case it shall stand adjourned to the same day in the next week at such time and place, or to such other day and at such time and place as the Board may determine and if at such adjourned meeting a quorum not present within half – an – hour from the time appointed for holding the meeting, those members, who are present and not being less than two shall be a quorum and may transact the business for which the meeting was called.
CHARIMAN OF GENERAL MEETING
67. The Chairman and in his absence, the Vice – Chairman, if any of the Board shall be entitled to take the chair at every General Meeting. If there be no such Chairman/Vice – Chairman or if at such meeting, or in unwilling to act the members present shall choose another Director as Chairman, and if no director be present, or if all the Directors present decline to take the Chair, then the members present shall, on a show of hands or on a poll, if properly demanded, elect one of their members being a member entitled to vote, to be the Chairman.
All such matters, which are not specifically covered or regulated under the provisions of the Act or these Articled, shall be dealt with and decided as the Chairman may deem adequate and appropriate.
HOW QUESTIONS TO BE DECIDED AT MEETING
68. Every question submitted to a meeting shall be decided, in the first instance by a show of hands, and in the case of any equality of votes, both on a show of hands and on a poll, the Chairman of the meeting shall have a casting vote in addition to the vote to which he maybe entitled to as a member.
WHAT IS THE EVIDENCE OF THE PASSING OF
A RESOLUTION WHERE POLL DEMANDED
69. At any General Meetings, unless a poll is (before or on the declaration of the result of the show of hands) demanded by either the Chairman of his own motion, or by atleast five members having the right to vote on the resolution in question and present in person or by proxy and having not less than one-tenth of the total voting power in respect of such resolution, or by any member present in person or by proxy and holding shares in the company conferring a right to vote on such resolution, being shares on which an aggregate sum has been paid up which is not less than one tenth of the total sum paid up on all the shares conferring that right, a declaration by the Chairman that the resolution has or has not been carried, either unanimously, or by a particular majority, and an entry to tale effect in the book containing the minutes of the proceedings of the Company shall be conclusive evidence of the fact, without proof of the number or proportion of the votes cast in favour of, or against the resolution.
POWER TO ADJOURN GENERAL MEETING
70.(i) The Chairman of General Meeting may adjourn the same from time to time and from place to place, but business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.
(ii) When a meeting is adjourned it shall not be necessary to give any notice of adjournment or of the business to be transacted at an adjourned meeting.
(iii) The demand of a poll shall not prevent the continuance of a meeting for the transaction of any business other than the question on which a poll has been demanded.
71.(i) Save as hereinafter provided on a show of hands every member present in person and being a holder of equity Shares shall have on vote and every person present either as a Proxy on behalf of a holder of Equity Share, or as a duly authorised representative of a body corporate, being a holder of Equity Shares, shall have one vote.
(ii) Save as hereinafter provided on a poll the voting right of a holder of Equity Shares shall be as specified in the Act.
PROCEDURE WHERE A COMPANY OR
BODY CORPORATE IS A MEMBER OF THE COMPANY
72. Where a body corporate (hereinafter called “Member Company”) is a member of the Company; a person duly appointed by resolution in accordance with the provisions of the Act to represent such member company at a meeting of the Company, shall not by reason of such appointment, be deemed to be a proxy, and the lodging with the Company at the office or production at the meeting of a copy of such resolution duly signed by a Director/Secretary of such member company and certified by him as being a true copy of the resolution shall on production at the meeting, be accepted by the Company as sufficient evidence of the validity of his appointment. Such a person shall be entitled to exercise the same rights and powers, including the right to vote by proxy on behalf of the member Company which he represents as that Member Company could exercise if it were an individual member.
VOTING BY JOINT-HOLDERS
73. Anyone of two or more joint holders of any share may vote at any meeting either personally or by attorney or by proxy in respect of such shares as if he were solely entitled thereto and if more than one of such joint holders be present at any meeting personally or by proxy or by attorney then that one such persons present whose name stands first or higher (as the case may be) in the Register in respect of such shares shall alone be entitled to vote in respect thereof but the other or others of the joint holders shall be entitled to be present at the meeting, provided always that a joint-holder present by an attorney or proxy stand first or higher (as the case may be) in the Register in respect of such share.
Several executors or administrators of a deceased member in whose (deceased member’s) sole name any share stands shall, for the purposes of this sub-caluse, be deemed joint holders.
PROXIES PERMITTED
74. Votes may be given either personally, or in the case of a body corporate by a representative duly authorised as aforesaid, or by proxy.
INSTRUMENT APPOINTING PROXY TO BY IN WRITING
75. Subject to the provisions of the Act, the instrument appointing a proxy shall be in writing under the hand of the appointer or of his Attorney duly authorised in writing or if such appointer is a body corporate be by any of its officers or Attorney duly authorised.
INSTRUMENT APPOINTING A PROXY TO BE DEPOSITED AT THE OFFICE
76. The instrument appointing a proxy and the Power of Attorney or other authority (if any0 under which it is signed or a notarially certified copy of that power or authority shall be deposited at the office not less than fortyeight hours before the time for holding the meeting at which the person named in the instrument purports to vote in respect thereof and in default the instrument of proxy shall not be treated as valid.
WHETHER VOTE BY PROXY VALID THOUGH AUTHORITY REVOKED
77. A vote given in accordance with the terms of an instrument appointing a proxy shall be valid notwithstanding the previous death or insanity of the principal or revocation of the instrument, or transfer of the share in respect of which the vote is given, provided no intimation in writing of the death, insanity, revocation or transfer of the share shall have been received by the Company at the office before the vote is given. Provided nevertheless that the Chairman of any meeting shall be entitled to require such evidence as he may in his descretion think fit of the due execution of an instrument of proxy and that the same has not been revoked.
FORM OF INSTRUMENT APPOINTING A PROXY
78. Every instrument appointing a proxy shall be retained by the Company and shall, as nearly as circumstances will admit, be in any of the forms set out in the Act or as near thereto as possible or in any other form form which the Board may accept.
RESTRICTION ON VOTING
79. No member shall be entitled to exercise any voting rights either personally or by proxy at any meeting of the Company in respect of any shares registered in his name on which any calls or other sums presently payable by him have not been paid or in regard to which the Company has, exercised any rights of lien, but the Board of Director may by a resolution waive the operation of this Article.
ADMISSION OR REJECTION OF VOTES
80 (i) Any objection as to the admission or rejection of a vote either, on a show of hands, or, on poll made in due time, shall be referred to the Chairman, who shall fothwith determine the same, and such determination made in good faith shall be final and conclusive.
(ii) 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 rendered and ever vote not disallowed at such meeting shall be valid for all purposes.
DIRECTORS
NUMBER OF DIRECTORS
81. The number of Directors of the company shall not be less than three and nor emote than Twelve.
DIRECTORS ON THE DATE OF ADOPTION OF THESE ARTICLES
82. At the date of adoption of these Articles, the following persons are the Directors of the Company:-
-Mr. A
-Mr. B
-Mr. C
INCREASE OR DECREASE IN NUMBER OF DIRECTORS
83. The Company in General Meeting, may from time to time increase or reduce the number of Directors within the limits fixed by these Articles.
DIRECTORS TO RETIRE BY ROTATION
84. Not less than two-third of the total number of Directors shall be persons whose period of office shall be liable to determination by retirement of Directors by rotation.
NON-ROATIONAL DIRECTORS
85. The Directors shall have authority to appoint from time to time Directors not liable to retirement by rotation or accept the nomination such non retiring Directors, subject to the condition that the number of such Directors as are not liable to retire by rotation, shall at not time exceed one third of the total number of Directors for the time being of the Company.
POWERS OF DIRECTOR TO ADD TO THEIR NUMBER
86. The Board shall have power at any time and fromtime to time, to appoint any person as a Director as an addition to the Board but, so that the total number of Directors should not exceed the limit fixed by these Articles. Any Director so appointed shall hold office only until the next Annual General Meeting of the Company and shall then be eligible for re-election.
SHARE QUALIFICATION OF DIRECTORS
87. A director shall not be required to hold any share by way of qualification.
DIRECTORS FEES, REMUNERATION AND EXPENSES
88. A directors shall be entitled to receive out of the funds of the Company for his services for attending meetings of the Board or a Committee of the Board a fee of Rs. 250/- (Rupees Two hundred fifty) or such higher amount as may be permissible under the Act and determined by the Board, per meeting of the Board or a Committee of the Board. All other remuneration, if any, payable by the Company to any Director, whether in respect of his service as Managing Director or a Director in the whole or part-time employment of the Company or otherwise shall be determined in accordance with and subject to the previsions of these Articles and of the Act. The Directors shall be entitled to be paid their travelling boarding, lodging, and other expenses or a fair compensation in lieu thereof incurred in consequence of their attending Board and Committee meetings of otherwise incurred in the execution of their duties as Directors.
In addition to the above, the Board may decide to remunerate the Director(s) by way of commission either as a fixed amount or as a percentage of profits, subject to such limits as permissible under the Act, from time to time. Such commission may be apportioned amongst one or more of the Directors or all of them in such manner as may be determined by the Board.
REMUNERATION FOR EXTRA SERVICES
89. If any Director, being willing, shall be called upon to perform extra services or to kame any special exertions for any of the purposes of the Company or as a member of the Committee of the Board then, subject to the provisions of the Act, the Board may remunerate, in additon to any travelling, boarding, lodging and other expenses, the Directors so doing, either by a fixed sum or by a percentage of profit or otherwise and such remuneration may be either in addition to or I substitution for any other remuneration to which they may be entitled.
BOARD MAY ACT NOTWITHSTANDING VACANCY
90. The continuing Directors may act notwithstanding any vacancy in their body but if the number falls below the minimum fixed, Directors shall not except in emergencies or for the purposes of filling vacancies or for summoning a General Meeting, act so long as the number is below the minimum.
VACATION OF OFFICE OF DIRECTOR
91. The office of the director shall ipso facto become vacant if at any time he commits any of the acts set out in the Act, requiring him to vacate such officer of the Director or if he resigns in writing.
APPOINTMENT OF DIRECTOR OF A COMPANY IN WHICH
THE COMPANY IS INTERESTED
92. A Director of this Company maybe or become a Director of any other Company promoted by this Company or in which it may be interested as a vender, shareholder or otherwise and no such Director shall be accountable for any benefits received as a Director or member of such other Company.
BOARD MAY FILL UP CASUAL VACANCIES
93. If any Directors appointed by the Company in General Meeting vacates office as a Director before his term of office will expire in the normal course, the resulting casual vacancy may be filled up by the Board but any person so appointed shall retain his office so long only as the vacating Director would have retained the same if no vacancy had occurred.
ALTERNATE DIRECTOR
94. The Board may, in accordance with the provisions of the Act, appoint any person to act as alternate Director for a Director during the latter’s absence for a period of not less than three months from the state in which meetings of the Board are ordinarily held.
PROCEEDING OF BOARD
MEETING OF DIRECTORS
95. The Board of Directors may meet for the dispatch of business, adjourn or otherwise regulate its meetings, as it thinks fit.
DIRECTOR MAY SUMMON MEETING
96. A Director may, at any time, and Manager or Secretary shall upon the request of a Director made at any time, convene a meeting of the Board.
CHAIRMEN
97. The Directors shall appoint a Chairman, and may also appoint a Vice-Chairman of the Board and may determine the period for which they are to hold such office.
If at any meeting of the Board, the Chairman is not present, the Vice-Chairman (if any) shall be the Chairman of such meeting. However, if within fifteen minutes after the time appointed for holding the meeting of the Board, the Chairman or the Vice-Chairman (if any) shall not be present, the Directors present shall elect any one of them to be the Chairman of such meeting.
QUORUM
98. The Quorum for a meeting of the Board shall be two or one-third of its total strength whichever is higher as determined from time to time in accordance with the provisions of the Act. If a quorum shall not be present within thirty minutes from the time appointed for holding a meeting of the Board, it shall be adjourned until such date and time as the Chairman of the Board shall appoint.
POWER OF QUORUM
99. A meeting of the Board at which a quorum is present shall be competent to exercise all or any of the authorities, powers and discretions by or under these articles or the Act. for the time being vasted in or exercisable by the Board.
HOW QUESTIONS TO BE DECIDED
100. Subject to the provisions of the Act., questions arising at any meeting shall be decided by a majority of votes, and, in case of any equality of vote, the Chairman shall have a second or casting vote.
POWER TO APPOINT COMMITTEES AND DELEGATE
101. The Board may, subject to the provisions of Act., from time to time delegate any of its powers to a committee consisting of such Director or Directors as it thinks fit, and may from time to time, revoke such delegation. Any Committee so formed shall, in the exercise of the Powers so delegated, conform to any regulations that may from time to time be imposed upon it by the Board. All acts done by any such Committee and in fulfilment of the purposes of their appointment, but not otherwise, shall have the like fore and effect as if done by the Board.
PROCEEDINGS OF COMMITTEE
102. The meetings and proceedings of any such Committee shall be governed by the provisions herein contained for regulating the meeting and proceedings of the Board subject to such regulations as may be made by the Board from time to time.
WHEN ACTS OF A DIRECTOR VALID NOTWITHSTANDING
DEFENCTIVE APPOINTMENTS
103. All Acts done in any meeting of the Board or a Committee thereof or by any person acting as a Director shall be valid, notwithstanding that it may afterwards be discovered that appointment of any one or more of such Directors was invalid by reason of any defect or disqualification or had been terminated by virtue of any provisions contained in the Act or in these Articles. Provided that this Article shall not be deemed to give validity to acts done by a Director after his appointment has been shown to the Company to be invalid or to have been terminated.
RESOLUTION WITHOUT BOARD MEETING
RESOLUTION BY CIRCULATION
104. Save in those cases where a resolution required by the Act., to be passed at a meeting of the Board, a resolution shall be as valid and effectual as if it had been passed at a meeting of the Board, or Committee of the Board, as the case may be, duly called and constituted, if a draft thereof in writing is circulated, together with the necessary papers, if any, to all the Directors or to all the members of the committee of the Board, as the case maybe, then in India (not being less in number than the quorum fixed for a meeting of the Board or Committee, as the case may be) and to all other Directors or members of the Committee at their usual address in India, and has been approved by such of them as are then in India or by a majority of such of them as are entitled to vote on the resolution.
MINUTES
MINUTES TO BE MADE
105.(a) The Board shall in accordance with the provisions of the Act., cause minutes to be kept of every General Meeting of the Company and of every meeting of the Board or of every Committee of the Board.
(b) Any such minutes of any meeting of the Board or of any Committee of the board or of any General Meeting shall be evidence of the matters stated in such minutes.
POWERS OF THE BOARD
GENERAL POWER OF COMPANY VASTED IN THE BOARD
106. Subject to the provisions of the Act, the control of the Company shall be vested in the Board who shall be entitled to exercise all such powers, and to do all such acts and things as the Company is authorised to exercise and do. Provided that the Board shall not exercise any power or do any act or thing which is directed or required, whether by the Act or any other statute or by the memorandum of the Company or by these Articles or otherwise, to be exercise or done by the Company in General Meeting. Provided further that in exercising any such power or doing any such act or thing, the Board shall be subject to the provisions in that behalf contained in the Act or any other statute or in the Memorandum of the Company or in these Articles or in any regulations not inconsistent therewith and duly made thereunder, including regulation made by the Company in General Meeting, but no regulation made by the Company in General Meeting shall invalidate any prior act of the Board which would have been valid if that regulation had not been made.
APPOINTMENT OF OFFICERS ETC.
107. The Board shall have the power to engage on or about the business of the Company such personnel, consultants, experts, agents, attorneys, advisors and such other functionaries as they may deem fit and may determine their duties, authorities, remuneration and other terms of engagement and may suspend or terminate such appointments.
DELEGATION OF POWERS
108. Subject to the provisions of the Act, the Board may, fromtime to time, as it may think fit, delegate to any person, including any Director or employee of the company, all or any of the powers, authorities and directions, hereby or otherwise conferred upon the Board, other than the powers to make calls on members in respect of money unpaid on the shares, to issue debentures and any other matters on which the Board may be required to exercise their powers only means of resolutions passed at its meetings.
MANAGING DIRECTOR/WHOLE-TIME DIRECTOR
POWER TO APPOINT MANAGING DIRECTOR(S) / WHOLE TIME DIRECTOR(S)
109. Subject to the provisions of the Act, and of these Articles, the Directors may from time to time appoint one or more of their body to be a Managing Director or Managing Directors or whole-time Director or whole-time Directors of the Company, for a fixed terms or without any limitation as to the period for which he is to hold such office and upon such terms and conditions as they may think fit, and may from time to time remove him or them from office and appoint another or other in his or their place or places.
TO WHAT PROVISIONS MANAGING/WHOLE TIME DIRECTOR IS SUBJECTG TO
110. Subject to the provisions of the Act, Managing Director(s) or whole time Director(s) shall not, while he continues to hold that office, be subject to retirement by rotation and he shall not be reckoned as a Director for the purpose of determining the retirement by rotation of Director or in fixing the number of Directors to retire (but subject to the provisions of any contract between him and the company) he shall be subject to the same provisions as to resignation and removal as the other Director, and he shall ispo facto and immediately cease to be managing Director of the whole time Director, as the case may be, if he ceases to hold the office of Director for any cause.
Provided that, if he shall retire by rotation, under the provisions of the Act, at any Annual General Meeting and shall on being re-appointed a Director at the same meeting, he shall not by reason only of such retirement, cease to be Managing Director or whole time Director.
Provided further-that if at any time the number of Directors (including Managing Director or whole time Director) as are not subject to retirement by rotation shall exceed one-third of the total number of Directors for the time being, then such managing Director or whole time Director, as the Director from time to time select shall be liable to retirement by rotation.
REMUNERATION OF MANAGING /WHOLE TIME DIRECTOR (S)
111. Subject to the provision of the Act, and of these Articles and of any contract between him and the Company, remuneration of Managing Director or whole time director shall from time to time be determined by the Board, which may be by way of fixed monthly patment or commission on profits of the Company in or by Managing Director or whole-time Director shall, in addition to the above remuneration, be also entitled to the fee for attending meeting of the Board or Committee of Directors.
POWERS OF MANAGING/WHOLE TIME DIRECTOR(S)
112. Subject to the provisions of the Act, the Directors may from time to time entrust to and confer upon Managing Director or whole-time Director for the time being, such of the powers exercisable under these Articles or otherwise by the Directors as they may think fit and confer such powers for such time and to be exercised for such objects and purposes and upon such terms and conditions, and with such restrictions, s they think expedient, and the Board may confer such power either collaterally with or to the exclusion of or in substitution for all, or any or the powers of the Directors in that behalf, and may fromtime to time revoke, withdraw, alter or very all or any of such powers.
POWER OF SUB-DELEGATION TO MANAGING/WHOLE TIME DIRECTORS
113. The Managing Director/Whole time Directors shall be entitled to sub delegate all or any of the powers, authorities and discretions for the being vested in him/them and in particular from time to time. Provided by appointment of an attorney or attorneys for the management and transaction of the affairs of the Company in any specified locality, trade or business in such manner as he/they may think fit.
MANAGEMENT
MANAGEMENT OF THE COMPANY
114. The Board may in accordance with provisions of the Act, appoint a whole-time Chairman, Managing Director, whole-time Director, President, Vice-president, Executive Director, manager or Secretary to manage any of the affairs of the Company. A Director may be appointed to any of these positions. However, a president, Vice-president, Executive Director, Manager or Secretary need not be a Director of the Company.
LOCAL MANAGEMENT
115. Subject to the provisions of the Act, the following regulations shall have effect:-
(i) The Board may from time to time, provide for the management of the affairs of the Company outside India (or in any specified locality in India) in such manner as it shall think fit and the provisions contained in the four next following paragraphs shall be without prejudice to the general powers conferred by this paragraph.
LOCAL DIRECTORATE DELEGATION
(ii) The Board, from time to time, may establish any local Directorate or Agencies for managing any of the office of the Company outside India or in any specified locality in India, and may appoint any persons to be members of any such local Directorate or any Manager or Agents and may fix their remuneration and, save as provided in the Act, the Board from time to time may delegate to any person so appointed any of the powers, authorities and discretions for the time being of any such local Directorate or any of them to fill up any vacancies therein and to act notwithstanding vacancies; and such appointment or delegation may be made on such terms and subject to such conditions as the Board may think fit and the Board may at any time remove any person so appointed and may annual or very any such delegations.
POWER OF ATTORNEY
(iii) The Board may, from time to time, by power of Attorney issued under seal, appoint any person to be the Attorney of the Company for such purposes and with such powers, authorities and discretions (not exceeding those which may be delegated by the Board under the Act) and for such period and subject to such conditions as the Board may, from time to time, think fit; any such appointment, may, if the Board thinks fit, be made in favour of the members or any of the members of any Local Directorate established as aforesaid, or in favour of any Company or of the members Directors, nominees, or officers of any company or firm, or in favour of any lactating body of persons whether nominated directly or indirectly by the Board; and any such Power of Attorney may contain such provisions for the protection or convenience of persons dealing with such Attorneys as the Board thinks fit.
SUB-DELEGATION
(iv) Any such delegate or Attorney as aforesaid may be authorised by the Board to sub-delegate all or any of the powers, authorities and discretion for the time being vested in him.
SEALFOR ABROAD
(v) The Company may exercise the power conferred by the Act with regard to having an official seal for use abroad, and such powers shall be vested in the Board, and the Company may cause to be kept in any state or country outside India, as may be permissible under the Act, a Foreign Register of Members or Debenture holders residents in any state or country and the Board may, from time to time, make such regulations as it may think fit relating thereto and may comply with requirements of any local law.
MANAGER/SECRETARY
116. The Board, may appoint a Manager or a Secretary and determine the period for which he is to hold office, and may fix his remuneration and determine his powers and duties subject to the provisions of Section 197-A, 383-A, and 399 of the Act.
AUTHENTICATION OF DOCUMENTS
POWER TO AUTHENTICATE DOCUMENTS
117. Any Director or the Secretary or any officer authorised by the Board for the purpose, shall have power to authenticate any documents affecting the constitution of the Company and any books, records, documents and accounts relating to the business of the Company, and to certify copies thereof or extracts therefrom as true copies or extracts; and where any books, records, documents or accounts are elsewhere than at the office, the local manager or other officer of the Company having the custody thereof, shall be deemed to be a person authorised by the Board as aforesaid.
CERTIFIED COPIES OF RESOLUTIOS OF THE BOARD
118. A document purporting to be a copy of resolution of the Board or an extract from the minutes of a meeting of the Board which is certified as such in accordance with the provisions of the last preceding Article shall be conclusive evidence in favour of all persons dealing with Company upon the faith thereof that such resolution has been duly passed or as the case may be that such extract is true and accurte record of duly constituted meeting of the Directors.
THE SEAL
119. The board shall provide a common seal for the purpose of the Company and may from time to time destroy the same and substitute new seal in lieu therof and shall provide for the safe custody of the seal and the seal shall never be used except by the authority given by the Board or a Committee of the Board and save as provided in these Articles, any Director or the Secretary or any other person as the Board or Committee of the Board may appoint shall sign every instrument on which the seal is affixed.
RESERVES
RESERVES
120. (i) 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 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 r 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, think fit.
(ii) The Board may also carry towards any profits which it may think prudent not to divide, without setting them aside as a reserve.
INVESTMENT OF MONEY
121. All money carried to the Reserves shall nevertheless remain and be profits of the Company applicable, subject to due provision being made for actual loss or depreciation, for the payment of dividends and such money and all other moneys of the Company not immediately required for the purpose of the Company may, subject to the provisions of the Act, be invested by the Board in or upon such investments or securities as it may select or may be used as working capital or may be kept at any Bank on deposit or otherwise as the Board may, from time to time think proper.
CAPITALISATION OF RESERVES
122. Any General Meeting may resolve that moneys investments, or other assets forming part of the undivided profits of the Company standing to the credit of the Reserves, or any Capital Redemption Reserves Accounts, or in the hands of the Company and available for dividend or representing premiums received on the issue of shares and standing to the credit of the Share Premium account would be capitalised and distributed amongst such of the share holders as would be entitled to receive the same if distributed by way of dividend and in the same proportion on the footing that they become entitled thereto as capital and that all or any part of such capitalised fund be applied on behalf of such share holders in paying up in full and unissued shares of the Company which shall be distributed accordingly or in or towards payments of the uncalled liability on any issued shares, and that such distribution or payment shall be accepted by such shareholders in full satisfaction of their interest in the said capitalised sum. Provided that any sum standing to the credit of a share premium Account or a Capital Redemption Reserve Account may, for the purpose of this Article only be applied in paying of unissued share to be issued to members of Company as fully paid bonus shares.
SURPLUS MONEYS
123. A General Meeting may resolve that any surplus money arising from the realisation of any capital assets of the Company or any investment representing the same, or any other undistributed profits of the Company not subject to change for income tax, be distributed amongst the members on the footing that they receive the same as capital.
FRACTIONAL CERTIFICATES
124. For the purpose of giving effect to any resolution under the two last preceeding Articles and any other article hereof, the Board may settle any difficulty which may arise in regard to the distribution as it thinks expedient and in particular may issue fractional certificates.
DIVIDENDS
DECLARATION OF DIVIDENDS
125. The Company in Annual General Meting may declare a Dividend to be paid to the members according to their rights and interest in the profit and may, subject to the provisions of the act, fix the time for payment. No larger dividend shall be declared than what is recommended by the Board, but the Company in General Meeting may declare a smaller dividend.
DIVIDENT TO BE PAID OUT OF PROFITS
126. No dividend shall be paid otherwise than out of the profits of the year or any other undistributed profits except as provided under the Act. No dividend shall carry interest against the Company.
DIVIDEND TO BE PRO-RATA ON THE PAID UP AMOUNT
127. Subject to the special rights of holders of preference shares, if any, for the time being, the profits of the Company distributed as dividends or bonus shall be distributed amongst the members in proportion to the amounts paid or credited as paid on the shares held by them respectively, but no amount paid on a share in advance of calls shall while carrying interest be treated for the purpose of this Article as paid on the share. All dividend shall be apportioned and paid pro-rata according 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 shares shall rank for dividend accordingly.
WHAT TO BE DEEMED NOT PROFITS
128. The declaration of the Board as to the amount of the net profits of the Company shall be conclusive.
INTERIM DIVIDENDS
129. The Board may from time to time, pay to the members such interim dividends as in its judgement the position of the Company justifies.
DEBTS MAY BE DEDUCTED
130. The Board may retain or deduct from any dividend payable to any members, all or any sums of money, if any, presently payable by him to the Company on account of calls, or otherwise or if the company has lien in relation to his shares and may apply the same in or towards satisfaction of any such debts/liabilities or engagements in respect of such members of such shares.
DIVIDEND AND CALL TOGETHER
131. Subject to the provisions of these Articles, any General Meeting declaring a dividend may make a call on the members of such amount as the meeting fixes. However, the call on each member shall not exceed the dividend payable to him, so that, the call be made payable at the same time as the dividend and the dividend may be set off against the call.
DIVIDNED RIGHT
132. A transfer of shares shall not pass the right as against the company to any dividend declared thereon before the registration of the transfer.
POWER TO RETAIN DIVIDENE UNTIL TRANSMISSION IS EFFECTED
133. The Directors may retain the dividends payable upon shares in respect of which any person, under transmission Article is entitled to become a member or is entitled to transfer, until such person become & member in respect of such shares or shall duly transfer the same.
PAYMENT OF INTEREST ON CAPITAL
134. The Directors may pay interest on capital raised for the construction of works or building when and so far as they shall be authorised to do so under the Act.
PAYMENT OF DIVIDEND TO MEMBERS OF MANDATE
135. No dividend shall be paid in respect of any share except to the registered holder of such share or to his order or to his bankers, but nothing contained in this Article shall be deemed to require the bankers of registered share holder to make a separate application to the Company for the payment of the dividend.
DIVIDEND TO JOINT SHARE HOLDERS
136. Any one of several persons who are registered as the joint-share holders of any share may give effectual receipts for all dividends, bonuses and other payments in respect of such share.
NOTICE OF DECLARATION OF DIVIDED
137. Notice of any dividend, whether interim or otherwise, shall be given to the persons entitled to share therein in the manner hereinafter provided.
PAYMENT BY POST
138. All dividend and other dues to members shall be deemed to be payable at the Registered Office of the Company, unless otherwise directed; and dividend, interest or other moneys payable in respect of each share may be paid by cheque or warrant sent through the post 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 the first named in the Register in respect of the joint holding or to such person and at such address as the holder or joint holders, as the case may be, may direct and every cheque or warrant so sent shall be made payable to the order of the person to whom it is sent.
LOSS OF DIVIDEND WARRANT, ETC.
139. (i) The Company shall not be responsible for the loss of any cheque, warrant, pay slip, postal/money order, etc. sent by post in respect of any dividend, interest or other moneys payable in respect of shares or debentures by request or otherwise at the registered address or the address communicated to the Office of the Company by the shareholder or debenture holder. The company shall also not be liable or responsible for any dividend or interest loss to the member or person entitled thereto by the forged endorsement of any such cheque or warrant or the forged signatures on any pay slip or receipt or the fradulent recovery of the dividend or interest by any other person, by any means whatsoever.
(ii) The Company may issue a duplicate cheque or warrant etc. to shareholder or person entitled thereto or furnishing such indemnity or otherwise as it may think proper.
UNCLAIMED DIVIDEND
140. Unpaid and unclaimed dividends shall be dealt with in accordance with the provisions of Section 205-A and 205-B of the Act and Rules made thereunder.
BOOKS AND DOCUMENTS
BOOKS OF ACCOUNT TO BE KEPT
141. The Board shall cause proper books of account to be kept in accordance with the provisions of the Act.
WHERE TO BE KEPT
142. The books of accounts shall be kept at the Registered Office or at such other place as the Board may decide.
INSPECTION OF BOOKS
143. (a) The Books of account shall be open to inspection by any Director during business hours.
(b) Where under any provisions of the Act any person whether a member of the Company or not, is entitled to inspect any register, return, certificate, deed, instrument or document required to be kept or maintained by the Company, the person so entitled to inspection shall be permitted to inspect the same except those referred to in Article 144 during such office hours, not less than two hours in each day, as the Board may fix, on such days as the Act requires them to be open for inspection.
WHEN REGISTER OF MEMBERS OF DEBENTURE-HOLDERS MAY BE CLOSED
144. The Company, subject to the provisions of the Act, close the register of members or the Register of Debenture-holders as the case may be, for any period not exceeding in the aggregate fourty-five days in each year and 30 days at a time.
HOW NOTICES TO BE SERVED ON MEMBERS
145. A notice or other documents may be given by the Company to its members in accordance with the provisions of the Act.
TRANSFEREE BOUND BY PRIOR NOTICES
146. Every person who by operation of law of transfer or other means whatsoever, shall become entitled to any share, shall be bound by every notice in respect of such share which prior to his name and address being entered on the Register shall have been duly given to the person from whom he derives his title to such share.
NOTICE VALID THROUGH MEMBER DECEASED
147. Subject to the provisions of these Articles, any notice or document delivered or sent by post to or left at the Registered Address of any member in pursuance of these Articles shall, not-withstanding such member be then deceased and whether or not the company has notice of his death, he deemed to have been duly served in respect of any registered share, whether held solely or jointly with other persons by such member until some other person be registered in his place as the holder or joint-holders thereof and such service shall for all purposes of these articles be deemed to be a sufficient service of such notice or document on his heirs, executors or administrators and other persons, if any, jointly interested with him in any such share.
SERVICE OF NOTICE IN WINDING UP
148. Subject to the provisions of the Act, in the event of a winding up of the Company, every member of the Company who is not for the time being in the place where the office of the Company is situated shall be bound, within eight weeks after the passing of an effective resolution to wind up the Company voluntarily or the making of an order for the winding up of the Company, to serve notice in writing on the Company appointing some house holder residing in the neighborhood of the office, upon whom all summons, notices, processes, order and judgement in relation to the winding up of the Company may be served, and in default of such nomination, the Liquidator of the Company shall be at liberty, on behalf of such member, to appoint any person and service upon any such nominee/appointee by the member or the liquidator shall be deemed to be good personal service on such member for all purposes, and where the Liquidator makes any such appointment he shall, with all convenience, speed, give notice thereof to such member by advertisement in some daily newspaper circulating in the neighborhood of the office or by a registered letter sent by post and addressed to such member at his address as registered in the Register and such notice shall be deemed to be served on the day on which the advertisement appears or the letter would have been Delivered in the ordinary course of the post. The provisions of this Article do not prejudice the right of the Liquidator of the Company to serve any notice or other document in any other manner prescribed by these Articles.
RECONSTRUCTION
149. On any sale of the undertaking of the Company, the Board or the Liquidator on a winding up may, if authorised by a special resolution, accept fully paid or partly paid up shares, debentures, or securities, of any other company whether incorporated in India or not, either then existing or to be formed for the purchase of whole or in part of the Company’s property and the Baord (if the profits of the Company permit) or the Liquidators (in a winding up) may distribute such shares or securities, or any other property of the Company amongst the members without realisation or vest the same in trustees for them and any special resolution may provide for the distribution or appropriation of cash, shares or other securities, benefit or property, otherwise than in accordance with the strict legal rights, of the members or contributories of the Company, and for the valuation of any such securities or property at such price and in such manner as the meeting may approve and all holders of shares shall be bound to accept and shall be bound by any valuation or distribution so authorised, and waive all rights in relation thereto, save only in case the company is proposed to be or in the course of being wound up, such statutory right (if any) under the Act as are incapable of being varied or excluded by these Articles.
WINDING UP
DISTRIBUTION OF ASSETS
150. If the Company shall be wound up and the assets available for distribution amongst the members as such shall be insufficient to repay the whole of the paid-up capital, such assets shall be distributed so that as nearly as may be losses shall be borne by the members in proportion to the capital paid up or which ought to have been paid up at the commencement of the winding up on the shares held by them respectively. And if on a winding up the assets available for distribution among the members shall be more than sufficient to repay the whole of the capital paid up at the commencement of the winding up, the excess shall be distributed amongst the members in proportion to the capital at the commencement of the winding up, paid up or which ought to have been paid up on the shares held by them respectively. But this Article is to be without prejudice to the rights of the holders of shares issued upon special terms and conditions, preference shareholders shall have prior rights to repayment of capitals and dividends due.
DISTRIBUTION OF ASSETS IN SPECIE
151. If the Company shall be wound up, whether voluntarily or otherwise, the Liquidators may, with the sanction of the Special Resolution, divide among the contributories, in specie or kind, any part of the assets of the Company may, with the like sanction, vest any part of the assets of Company in Trustees upon such trusts of the benefits of the contributories, or any of them, as the Liquidators, with the like sanction, shall think fit.
SECRECY
152. Every Director, Manager, Secretary, Trustee for the Company, its members or debenture-holders, member of a Committee, Officer, Servant, Agent, Accountant or any other person employed in or about the business of the Company shall, if so required before entering upon his duties, sign a declaration pleadging himself to observe a strict secrecy respecting all transactions of the Company with its customers and the state of accounts with individuals and in matters relating thereto, and shall by such declaration pleadge himself not to reveal any of the matters which may come to his knowledge in the discharge of his duties except when required so to do by the Board or by Committee or by a Court of law or by any other competant authority and except so far as may be necessary in order to comply with any of the provisions in these Articles.
NO SHAREHOLDER ETC. TO ENTER THE PREMISES OF
COMPANY WITHOUT PERMISSION
153. No shareholder or any other person (not being a Director or a person duly authorised under any statute) shall be entitled to enter upon the property of the Company or to inspect or examine the premises or properties of the Company without the permission of the Board, or to require discovery of or any information respecting any details of the trading of the company or any matters which is or may be in the nature of a trade secret, mystery of trade, or secret process or of any matter whatsoever which may relate to the conduct of the business of the Company and which in the opinion of the Board will not be expedient to communicate in the interest of the Company.
INDEMNITY
154. (a) Subject to the provision of the Act, every Director, Manager, Secretary or Officer or employee of the Company or any other person (whether an officer of the Company or not) employed by the Company and any person appointed as Auditor shall be indemnified out of the funds of the Company against all bonafide liability incurred by him as such in defending any proceeding, whether civil or criminal in which judgement is given in his favour, or in which he is acquitted or in connection with any application under the Act in which relief is granted to him by the Court.
(b) Subject to the Provisions of the Act, no Director, Managing Director, or other Officer of the Company shall be liable for the Acts receipts, neglects or defaults of any other Director or officer or for joining in any receipt or other act for conformity or for any loss or expenses happening to the company through the insufficiency or deficiency of title to any property acquired by order of the Directors or any officer authorised by them in or upon which any funds of the Company shall be invested or for any loss or damage arising from the bankruptcy, insolvency or tortuous act of any person, company or corporation with whom any moneys, securities or effects shall be entrusted or deposited or for any loss occasioned by any other loss or damage or misfortune whatever which shall happen in the execution of the duties of his office in relation thereto, unless the same happens through his own dishonesty.