EXHIBIT 3.1
THE COMPANIES ACT, 1956
COMPANY LIMITED BY SHARES
ARTICLES OF ASSOCIATION
OF
INFOSYS TECHNOLOGIES LIMITED
CONSTITUTION
TABLE A NOT TO APPLY BUT COMPANY TO BE GOVERNED BY THESE ARTICLES
1. No regulations contained in Table A in the first Schedule to the
Companies Act, 1956 shall apply to this Company, but the regulations
for the management of this Company and for the observance of the
members thereof and their representatives, shall, subject to any
exercise of the statutory powers of the Company with reference to the
repeal or alteration of, or addition to, its regulations by Special
Resolution, as prescribed by the Companies Act, 1956, be such as are
contained in these Articles.
INTERPRETATION
INTERPRETATION CLAUSE
2. 1) In the Interpretation of these Articles, unless repugnant to
the subject or context :-
"THE ACT" AND THE SAID ACT"
"The Act" or the said Act" and reference to any section or
provision thereof respectively means and includes the
Companies Act, 1956 (1 of 1956) and any statutory
modification or re-enactment thereof for the time being in
force, and reference to the section or provisions of the said
Act or such statutory modification.
"AUDITORS"
"Auditors" means and includes those persons appointed as such
for the time being by the Company.
"BOARD"
"Board" or "Board of Directors means a meeting of the
Directors duly called and constituted, or as the case may be,
the Directors assembled at the Board or the Directors of the
Company collectively.
"CAPITAL"
"Capital" means the share capital for the time being raised or
authorised to be raised for the purpose of the Company.
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"THE COMPANY" OR "THIS COMPANY"
"The Company" or This Company" means INFOSYS TECHNOLOGIES
LIMITED.
"DIRECTORS"
"Directors" means the Directors for the time being of the
Company or as the case may be the Directors assembled at a
Board.
"DIVIDEND"
"Dividend" includes bonus.
"GENDERS"
Words imparting the masculine gender also include the feminine
gender.
"IN WRITING"
"In writing" and "written" include printing or lithography or
any other modes of representing or reproducing words in
visible form.
"MONTH"
"Month" means calendar month.
"OFFICE"
"Office" means the Registered Office for the time being of the
Company.
"PAID UP"
"Paid up" includes credited as paid-up.
"PERSONS"
"Persons" includes corporations as well as individuals.
"THE REGISTRAR"
"The Registrar" means the Registrar of Companies of the State
in which the office of the Company if for the time being
situate.
"Seal"
"Seal" means the common seal for the time being of the
Company.
"SINGULAR NUMBER"
Words importing the singular number include where the context
admits or requires, the plural number and vice versa.
"YEAR" AND "FINANCIAL YEAR"
"Year" means the calendar year and "Financial Year" shall
have the meaning assigned thereto by Section 2(17) of the Act.
"THESE PRESENTS"
"These Presents" means these articles as modified from time
to time.
a) "Beneficial owner" shall mean beneficial owner as
defined in Clause(a) of sub-section( 1) of Section 2
of the Depositories Act, 1996. Depositories Act, 1996
shall include any statutory modification or
re-enactment thereof and Depository shall mean a
Depository as defined under Clause(e) of
sub-section (1) of Section 2 of the Depositories Act,
1996.
RESOLUTION PASSED AT THE EXTRAORDINARY GENERAL
MEETING HELD ON JANUARY 6, 1998.
b) "Shareholder" or "Member means the duly registered
holder of the shares from time to time and includes
the subscribers to the Memorandum of Association of
the Company and the beneficial owner(s) as defined
in clause(a) of sub-section(1) of Section 2 of the
Depositories Act, 1996.
RESOLUTION PASSED AT THE EXTRAORDINARY GENERAL
MEETING HELD ON JANUARY 6,1998.
2) Unless the context otherwise requires words and expressions contained
in the Articles shall bear the same meaning as in the Act.
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3) The marginal notes used in these Articles shall not affect the
construction hereof. Save as aforesaid, any words or expressions
defined in the Act, shall, if not inconsistent with the subject or
context, bear the same meaning in these Articles.
CAPITAL AND INCREASE AND REDUCTION OF CAPITAL
3. The Authorised Share Capital of the Company is Rs. 50,00,00,000 (Rupees
fifty crores only) divided into 10,00,00,000 (Ten crores only) equity
shares of Rs. 5 each (Rupees Five only) with powers to increase or
reduce the same in accordance with the provisions of the Companies Act,
1956.
RESOLUTION PASSED AT THE EXTRAORDINARY GENERAL MEETING HELD ON DECEMBER
29, 1999.
The company shall be entitled to dematerialize its existing shares,
rematerialize its shares held in the Depositories and/or to offer its
fresh shares in a dematerialized form pursuant to the Depositories Act,
1996 and the rules framed thereunder, if any.
RESOLUTION PASSED AT THE EXTRAORDINARY GENERAL MEETING HELD ON JANUARY
6, 1998.
INCREASE OF CAPITAL OF THE COMPANY AND HOW CARRIED INTO EFFECT
4. The Company in General Meeting, may from time to time, increase its
capital by the creation of new shares, such increase to be of such
aggregate amount and to be divided into shares of such amounts as the
resolution shall prescribe. Subject to the provisions of the act, any
shares of the original or increased capital shall be issued upon such
terms and conditions and with such rights and privileges annexed
thereto, as the General Meeting resolving upon the creation thereof
shall prescribe and if no direction be given, as the Directors shall
determine and in particular, such shares may be issued with a
preferential or qualified right to dividends, and in the distribution
of assets of the Company and with a right of voting at General Meetings
of the Company, in conformity with Sections 87 and 88 of the Act.
Whenever the capital of the Company has been increased under the
provisions of these Articles, the Directors shall comply with the
provisions of Section 97 of the Act.
ALLOTMENT OTHERWISE THAN FOR CASH
5. Subject to the provisions of the Act and these Articles, the Directors
may allot and issue shares in the capital of the Company as payment or
part-payment for any property or assets of any kind whatsoever, sold or
to be sold or transferred to be transferred or for goods or machinery
supplied or to be supplied or for services rendered or to be rendered
or for technical assistance or know-how made or to be made available to
the Company or the conduct of its business and shares which may be so
allotted may be issued as fully or partly paid-up otherwise than in
cash and if so issued, shall be deemed to be fully or partly paid as
the case may be.
ADDITIONAL CAPITAL TO FORM PART OF EXISTING CAPITAL
6. Except so far as otherwise provided by the conditions of issue or by
these presents, any capital raised by the creation of new shares, shall
be considered as part of the existing capital, and shall be subject to
the provisions herein contained, with reference to the payment of calls
and instalments, forfeiture, lien, surrender, transfer and
transmission, voting and otherwise.
REDEEMABLE PREFERENCE SHARES
7. Subject to the provisions of Section 80 of the Act, the Company shall
have the power to issue Preferential Shares which are or at the option
of the Company are to be liable to be redeemed and the resolution
authorising such issue shall prescribe the manner, terms and conditions
of redemption.
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REDUCTION OF CAPITAL
8. The Company may (subject to the provisions of Sections 78, 80, 100 to
105 inclusive, of the Act) from time to time by Special Resolution,
reduce its capital and any Capital Redemption Reserve Account or Share
Premium Account in any manner for the time being authorised by law, and
in particular, capital may be paid off on the footing that it may be
called up again or otherwise. This Article is not to derogate from any
power the Company would have if it were omitted.
VARIATION OF RIGHTS
9. If at any time the share capital is divided into different classes of
shares, all or any of the rights and privileges attached to the shares
of any class may subject to the provisions of Sections 106 and 107 be
varied, commuted, affected, dealt with or abrogated with the consent in
writing of the holders of not less than three-fourths of the issued
shares of that class or with the sanction of a Special Resolution at a
separate meeting of the holders of the issued shares of that class.
ISSUE OF FURTHER PARI PASSU SHARES NOT TO AFFECT THE RIGHT OF SHARES
ALREADY ISSUED
10. The rights conferred upon the holders of the shares of any class issued
with preferred or any other rights shall not, unless, otherwise
expressly provided by the terms of issue of that class, be deemed to be
varied by the creation or issue of further shares ranking pari passu
therewith.
SUB-DIVISION AND CONSOLIDATION OF SHARES
11. Subject to the provisions of Section 94 of the Act, the Company in
General Meeting may from time to time, sub-divide or consolidate its
shares, or any of them, and the resolution whereby any share is
sub-divided, may determine that, as between the holders of the shares
resulting from such sub-division one or more of such shares shall have
some preference or special advantage as regards dividend, capital or
otherwise over or as compared with the other or others. Subject as
aforesaid the Company in General Meeting may also cancel shares which
have not been taken or agreed to be taken by any person and diminish
the amount of its share capital by the amount of shares so cancelled.
The cancellation of shares in pursuance of this Article shall not be
deemed to be a reduction of the share capital.
11A. The Directors are hereby authorized to issue Equity Shares or
Debentures (whether or not convertible into equity shares) for offer
and allotment to such of the officers, employees and workers of the
Company as the Directors may select or the trustees of such trust as
may be set up for the benefit of the officers, employees and workers in
accordance with the terms and conditions of such scheme, plan or
proposal as the Directors may formulate. Subject to the consent of the
Stock Exchanges and of the Securities Exchange Board of India, the
Directors may impose the condition that the shares in or debentures of
the Company so allotted shall not be transferable for a specified
period.
SHARES AND CERTIFICATES
SHARES TO BE NUMBERED PROGRESSIVELY AND NO SHARES TO BE SUB-DIVIDED
12. The shares in the capital shall be numbered progressively according to
their several denominations and except in the manner hereinbefore
mentioned no share shall be sub-divided. Every forfeited or surrendered
share shall continue to bear the number by which the same was
originally distinguished.
SHARES AT THE DISPOSAL OF THE DIRECTORS
13. Subject to the provisions of these Articles and the Act, the shares in
the capital of the Company for the time being (including any shares
forming part of any increased capital of the Company) shall be under
the control of the Directors who may issue, allot or otherwise dispose
of the
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same or any one of them to such persons in such proportion and on such
terms and conditions and either at a premium or at par or (subject to
compliance with the provisions of the Act) at a discount and at such
times as they may from time to time think fit and proper and with the
sanction of the Company in General Meeting to give to any person the
option to call for or allotted shares of any class of the Company
either at par or at premium or subject as aforesaid at a discount
during such time and for such consideration and such option being
exercisable at such times as the Directors think fit; and any shares
which may be so allotted may be issued as fully paid-up shares and if
so issued shall be deemed to be fully paid-up shares. The Board shall
cause to be filed the returns as to allotment provided for in Section
75 of the Act. Provided that the option or right to call of shares not
be given to any person except with the sanction of the company in the
General Meeting.
ACCEPTANCE OF SHARES
14. Any 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
entered in its Register of Members shall, for the purpose of these
Articles, be a member of the Company.
DEPOSIT AND CALL, ETC. TO BE A DEBT PAYABLE IMMEDIATELY
15. The money (if any) which the Directors shall, on the allotment of any
shares being made by them, require or direct to be paid by way of
deposits, call or otherwise, in respect of any shares allotted by them,
shall, immediately on the inscription of the name of the allottee in
the Register of Members as the holder of such shares, become a debt due
to and recoverable by the Company from the allottee thereof and shall
be paid by him accordingly.
LIABILITY OF MEMBERS
16. Every member, or his heirs, executors, administrators or other
representatives, shall pay to the Company the portion of the capital
represented by his share or shares, which may, for the time being,
remain unpaid thereon, in such amounts, at such time or times, and in
such manner as the Directors shall, from time to time, in accordance
with the Company's Regulations require or fix for the payment thereof.
SHARE CERTIFICATE
17 a) The share certificates shall be issued in market lots and
where share certificates are issued in either more or less
than market lots, sub-division or consolidation of share
certificates into market lots shall be done free of charge.
b) Any two or more joint allottees of a share shall, for the
purposes of this Article, be treated as a single Member, and
the certificate of any share which may be the subject of joint
ownership, may be delivered to any one of such joint owners on
behalf of all of them. For any further certificate the Board
shall be entitled but shall not be bound, to prescribe a
charge not exceeding Rupee One. The Company shall comply with
the provisions of Section 113 of the Act.
c) Directors may sign a share certificate by affixing their
signature thereon by means of any machine, equipment or other
mechanical means, such as engraving in metal or lithography,
but not by means of a rubber stamp, provided that the Director
shall be responsible for the safe custody of such machine,
equipment or other material used for the purpose.
RENEWAL OF SHARE CERTIFICATE
18. a) No fee shall be charged for issue of new share certificates in
replacement of those which are old, decrepit, worn-out or
where the cages on the reverse of the share certificates for
recording transfers have been fully utilised.
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b) When a new share certificate has been issued in pursuance of
Clause (a) of this Article, it shall state on the face of it
and against the stub or counterfoil to the effect that it is
"Issued in lieu of Share Certificate No.................
sub-divided/replaced/on consolidation of shares."
c) If a share certificate is lost or destroyed, a new certificate
in lieu thereof shall be issued only with the prior consent of
the Board and on payment of such fee, not exceeding Rupees two
as the Board may from time to time fix, and on such terms, if
any, as to evidence and indemnity as to payment of such
out-of-pocket expenses incurred by the Company in
investigating evidence, as the Board thinks fit.
d) When a new share certificate has been issued in pursuance of
Clause (c) of this Article, it shall state on the face of it
and against the stub or counterfoil to the effect that it is
"a duplicate issued in lieu of share certificate No.........".
The word "duplicate" shall be stamped or punched in bold
letters across the face of the share certificate.
e) Where a new share certificate has been issued in pursuance of
Clause (a) or Clause (c) of this Article, particulars of every
such share certificate shall be entered in a Register of
Renewed and Duplicate Certificates indicating against the name
or names of the person or persons to whom the Certificate is
issued the number and date of issue of the share certificate
in lieu of which the new certificate is issued, and the
necessary changes indicated in Register of Members by suitable
cross reference in the "Remarks" column.
f) All blank forms to be used for issue of share certificates
shall be printed and the printing shall be done only on the
authority or a resolution of the Board. The blank forms shall
be consecutively machine numbered and the forms and blocks,
engravings, facsimiles and hues relating to the printing of
such forms shall be kept in the custody of the Secretary or
such other person as the Board may appoint for the purposes;
and the Secretary or the other person aforesaid shall be
responsible for rendering an account of these forms to the
Board.
g) The Managing Director of the Company for the time being or, if
the Company has no Managing Director, every Director of the
Company shall be responsible for the maintenance, preservation
and safe custody of all books and documents relating to the
issue of share certificates except the blank forms of share
certificates referred to in sub-clause (f).
h) All books referred to in sub-clause (g) shall be preserved in
good order permanently.
i) The Shares in the Capital of the Company shall be numbered
progressively according to their several denominations,
provided however, that the provisions relating to progressive
numbering shall not apply to the shares of the Company which
are dematerialized or may be dematerialized in future or
issued in future in dematerialized form. Except in the manner
hereinbefore mentioned, no share shall be sub-divided. Every
forfeited or surrendered share held in material form shall
continue to bear the number by which the same was originally
distinguished.
RESOLUTION PASSED AT THE EXTRAORDINARY GENERAL MEETING HELD ON
JANUARY 6, 1998.
DELIVERY OF SHARE/DEBENTURE CERTIFICATES
19. The Company shall within three months after the allotment of any of its
shares or debentures or debenture-stock and within one month after the
application for the registration of the transfer of any such shares or
debentures or debenture-stock, complete and have ready for delivery the
certificates of all shares, debentures or debenture stock allotted or
transferred unless the conditions of issue of shares or debentures or
debenture-stock otherwise provided. The expression "transfer" for the
purpose of this Article means, a transfer duly stamped and otherwise
valid and does not include any transfer which the Company is for any
reason entitled to refuse to register and does not register.
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LIABILITY OF JOINT HOLDERS
20. If any share stands out in the names of two or more persons all the
joint holders of the share shall be severally as well as jointly liable
for the payment of all deposits, instalments, and calls due in respect
of such shares, and for all incidents thereof according to the
Company's Regulations, but the person first named in the Register
shall, as regards receipt of dividend or bonus or service of notice,
and all or any other matters connected with the company, except voting
at meetings and the transfer of the shares, and any other matter by the
said Act or herein otherwise provided, be deemed the sole holder
thereof.
REGISTERED HOLDER ONLY THE OWNER OF THE SHARES
21. Except as ordered by a Court of competent jurisdiction or by law
required, the Company shall be entitled to treat the person whose name
appears on the Register of Members as the holder of any share or whose
name appears as the beneficial owner of shares in the records of the
Depository, as the absolute owner thereof and accordingly shall not be
bound to recognise any benami, trust or equity or equitable, contingent
or other claim to or interest in such share on the part of any other
person whether or not he shall have express or implied notice thereof.
The Board shall be entitled at their discretion to register any shares
in the joint names of any two or more persons, or the survivor or
survivors of them.
RESOLUTION PASSED AT THE EXTRAORDINARY GENERAL MEETING HELD ON JANUARY
6, 1998.
SHARE CERTIFICATE FOR JOINT MEMBERS
22. The Company shall not be bound to register more than three persons as
the joint holders of any share except in the case of executors or
trustees of a deceased member and in respect of a share held jointly by
several persons the Company shall not be bound to issue more than one
certificate and delivery of a certificate for a share to any one of the
several joint holders shall be sufficient delivery to all such holders.
FRACTIONAL CERTIFICATES
23. The Company may issue such fractional coupons as the Board may approve
in respect of any of the shares of the Company on such terms as the
Board thinks fit as to the period within which the fractional coupons
are to be converted into share certificates.
UNDERWRITING AND BROKERAGE - COMMISSION MAY BE PAID
24. Subject to the provisions of Section 76 of the Act, the Company may at
any time pay a commission to any person, in consideration of his
subscribing or agreeing to subscribe (whether absolutely or
conditionally) for any shares or debentures of the Company, or
procuring, or agreeing to procure subscriptions (whether absolute or
conditional) for any shares or debentures in the Company; But so that
the commission shall not exceed in case of shares five percent of the
price at which the shares are issued and in case of debentures two and
a half percent of the price at which the debentures are issued.
BROKERAGE
25. The Company may pay a reasonable sum for brokerage.
INTEREST OUT OF CAPITAL - INTEREST MAY BE PAID OUT OF CAPITAL
26. Where any shares are issued for purpose of raising money to defray the
expenses of the construction of any works or buildings or the provision
of any land, which cannot be made profitable for a lengthy period, the
Company may pay interest on so much of that share capital as is for the
time being paid up for the period, at the rate and subject to the
conditions and restrictions provided by Section 208 of the Act and may
charge the same to capital as part of the cost of construction of the
works or buildings or provision of plant.
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CALLS
DIRECTORS MAY MAKE CALLS
27. The Board may form time to time, subject to the terms on which any
shares may have been issued and subject to the conditions of allotment,
by a resolution passed at a meeting of the Board (and not by circular
resolution) make such calls as it thinks fit upon the Members in
respect of all monies unpaid on the shares held by them respectively
and each member shall pay the amount of every call so made on him to
the person or persons and at the time and place appointed by the Board.
A call may be made payable by instalments.
NOTICE OF CALLS
28. Thirty days notice in writing of any call shall be given by the Company
specifying the time and place of payment, and the person or persons to
whom such calls shall be made.
CALLS TO DATE FROM RESOLUTION
29. A call shall be deemed to have been made at the time when the
resolution authorising such call was passed at a meeting of the Board.
CALL MAY BE REVOKED
30. A call may be revoked or postponed at the discretion of the Board.
LIABILITY OF JOINT HOLDERS
31. A joint-holder of a share shall be jointly and severally liable to pay
all calls in respect thereof.
DIRECTORS MAY EXTEND TIME
32. The Board may, from time to time at its discretion, extend the time
fixed for payment of any call, and may extend such time as to all or
any of the members who from residence at a distance or other cause, the
Board may deem fairly entitled to such extension save as a matter of
grace and favour.
OVERDUE CALLS TO CARRY INTEREST
33. If any member fails to pay any call due from him on the day appointed
for payment thereof, or any such extension thereof as aforesaid, he
shall be liable to pay interest on the same from the day appointed for
the payment thereof to the time of actual payment at such rate as shall
from time to time be fixed by the Board but nothing in this Article
shall render it obligatory for the Board to demand or recover any
interest from any such member and the Board shall be at liberty to
waive payment of such interest either wholly or in part.
SUMS DEEMED TO BE CALLS
34. Any sum which by the terms of issue of a share become payable on
allotment or at any fixed date, whether on account of the nominal value
of the share or by way of premium shall for the purposes of these
Articles be deemed to be a call duly made and payable on the date on
which by the terms of issue of the same becomes payable, and in the
case of non-payment all the relevant provisions of theses Articles as
to payment of interest and expenses, forfeiture or otherwise shall
apply as if such sum had become payable by virtue of a call duly made
and notified.
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PART PAYMENT ON ACCOUNT OF CALL ETC. NOT TO PRECLUDE FORFEITURE
35. Neither a judgement nor a decree in favour of the company for calls or
other moneys due in respect of any shares nor any part payment or
satisfaction thereunder nor 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
payment of any such money, shall preclude the company from thereafter.
PROOF ON TRIAL OR SUIT FOR MONEY ON SHARES
36. On the trial or hearing of any action or suit brought by the Company
against any member or his legal representative to recover any moneys
claimed to be due to the company for any call or other sum in respect
of his shares, it shall be sufficient to prove -
a) that the name of the Member, in respect of whose shares the
money is ought to be recovered, appears entered in the
Register of Members as the holder or one of the holders, at or
subsequent to the date at which the money sought to be
recovered is alleged to have become due, on the said shares;
b) that the resolution making the call is duly recorded in the
minutes books, and
c) that notice of such call was duly given to the Member or his
legal representatives issued in pursuance of these Articles;
and that it shall not be necessary to prove the appointment of
the Directors who made such call, nor that a quorum of
Directors was present at the Board at which such call was
made, nor that the meeting at which such call was made was
duly convened or constituted nor any other matter whatsoever,
but the proof of the matters aforesaid shall be conclusive
evidence of the debt and the same shall be recovered by the
company against the Member or his representative from whom it
is ought to be recovered, unless it shall be proved, on behalf
of such Member or his representatives against the company that
the name of such Member was improperly inserted in the
Register or that the money sought to be recovered has actually
been paid.
PAYMENT OF UNPAID SHARE CAPITAL IN ADVANCE
37. a) The Board may if it thinks fit, subject to the provisions of
the Act, agree to and receive from any Member willing to
advance the same, either in money or moneys worth the whole or
any part of the amount remaining unpaid on the shares held by
him beyond the sum actually called up and upon the moneys so
paid or satisfied in advance, or so much thereof, as from time
to time and at any time thereafter exceeds the amount of the
calls then made upon and due in respect of the shares on
account of which such advances have been made, the Board may
pay or allow interest at such rate as the Member paying such
advance and the Board agree upon; provided always that if at
any time after the payment of any such money the rate of
interest so agreed to be paid to any such Member appears to
the Board to be excessive, it shall be lawful for the Board
from time to time to repay to such Member so much of such
money as shall then exceed the amount of the calls made upon
such shares, unless there be an express agreement to the
contrary; and after such repayment such member shall be liable
to pay, and such shares shall be charged with the payment of
all future calls as if no such advance had been; provided also
that if at any time after the payment of any money so paid in
advance, the company shall go into liquidation, either
voluntary or otherwise, before the full amount of the money so
advanced shall have become due by the members to the Company,
on instalments or calls, or in any other manner, the maker of
such advance shall be entitled ( as between himself and the
other Members) to receive back from the Company the full
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balance of such moneys rightly due to him by the Company in
priority to any payment to members on account of capital.
b) No Member paying any such sum in advance shall be entitled to
any voting rights, dividend or right to participate in profits
in respect of money so advanced by him until the same would
but for such payment become presently payable.
FORFEITURE AND SURRENDER OF AND LIEN ON SHARES
IF MONEY PAYABLE ON SHARE NOT PAID NOTICE TO BE GIVEN TO MEMBERS
38. If any Member fails to pay any call or instalment of call on or before
the day appointed for the payment of the same or any such extension
thereof as aforesaid, the Board may, at any time thereafter, during
such time as the call or instalment remains unpaid, give notice to him
requiring him to pay the same together with any interest that may have
accrued and all expenses that may have been incurred by the Company by
reason of such non-payment.
TERMS OF NOTICE
39. The notice shall name a day (not being earlier than the expiry of
fourteen days from the date of service of notice) and a place or places
on and at which such call or instalment and such interest thereon at
such rate as the Directors shall determine from the day on which such
call or instalment ought to have been paid and expenses as aforesaid
are to be paid. The notice shall also state that, in the event of the
non-payment at or before the time and the place appointed, the share in
respect of which the call was made or instalment is payable will be
liable to be forfeited.
IN DEFAULT OF PAYMENT, SHARES MAY BE FORFEITED
40. If the requirements of any such notice as aforesaid are not complied
with, every or any share in respect of which such notice has been
given, may at any time thereafter, but before payment of all calls or
instalments, interest and expenses due in respect thereof, be forfeited
by a resolution of the Board to that effect. Such forfeiture shall
include all dividends and bonuses declared in respect of the forfeited
shares and not actually paid before the forfeiture.
NOTICE OF FORFEITURE
41. When any share shall have been so forfeited, notice of the forfeiture
shall be given to the Member in whose name it stood immediately prior
to the forfeiture or to any of his legal representatives, or to any of
the persons entitled to the shares by transmission and an entry of the
forfeiture, with the date thereof, shall forthwith be made in the
Register of Members but no forfeiture, shall be in any manner
invalidated by any omission or neglect to give such notice or to make
such entry as aforesaid.
FORFEITED SHARES TO BECOME PROPERTY OF THE COMPANY AND MAY BE SOLD,
ETC.
42. Any share so forfeited shall be deemed to be the property of the
Company and may be sold, re-alloted or otherwise disposed of, either to
the original holder thereof or to any other person, upon such terms and
in such manner as the Board shall think fit.
MEMBERS STILL LIABLE TO PAY MONEY DUE NOTWITHSTANDING THE FORFEITURE
43. Any member whose shares have been forfeited shall, notwithstanding the
forfeiture, be liable to pay, and shall forthwith pay to the Company on
demand all calls, amounts, instalments,
11
interest and expenses owing upon or in respect of such shares at the
time of the forfeiture, together with interest thereon from the time of
the forfeiture until payment, at such rate as the Board may determine
and the Board may enforce the payment thereof if it thinks fit.
EFFECT OF FORFEITURE
44. The forfeiture of a share shall involve extinction, at the time of the
forfeiture, of all interest in and 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 rights as by these Articles are
expressly saved.
SURRENDER OF SHARES
45. The Directors may subject to the provisions of the Act, accept a
surrender of any shares from or by any Member desirous of surrendering
them on such terms as they think fit.
EVIDENCE OF FORFEITURE
46. A declaration in writing that the declarant is a Director or Secretary
of the Company and that a share in the Company has been duly forfeited
in accordance with these Articles on the date stated in the
declaration, shall be conclusive evidence of the facts therein stated
as against all persons claiming to be entitled to the share.
COMPANY'S LIEN ON SHARES
47. The Company shall have a first and paramount lien upon all the shares,
not being fully paid-up shares, registered in the name of each Member
(whether solely or jointly with another or others), and upon the
proceeds of sale thereof, for all moneys (whether presently payable or
not) called or payable at a fixed time in respect of such shares and no
equitable interest in any share shall be created except upon the
footing and condition that Article 21 hereof is to have full effect.
Any such lien shall extend to all dividends from time to time declared
in respect of such shares. Unless otherwise agreed, the registration of
a transfer of shares shall operate as a waiver of the Company's lien if
any on such shares. The Board of Directors may at any time declare any
shares to be exempt, wholly or partially from the provisions of this
Article.
LIEN ENFORCED BY SALE
48. For the purpose of enforcing such lien, the Directors may sell the
shares subject thereto in such manner as they think fit and for that
purpose may cause to be issued a duplicate certificate in respect of
such shares and may authorise one of their member or some other person
to execute a transfer thereof on behalf of and in the name of such
member. No such sale shall be made until such time as the moneys in
respect of which such lien exists or some part thereof is presently
payable or the liability in respect of which such lien exists is liable
to be presently fulfilled or discharged and until notice in writing of
the intention to sell shall have been served on such Member, or his
heirs, executors, administrators, or other representatives or upon the
persons (if any) entitled by transmission to the shares or any one or
more of such heirs, executors, administrators, representatives or
persons, and default shall have been made by him or them in payment,
fulfilment or discharge of such debts, liabilities or engagements for
fourteen days after such notice,
APPLICATION OF SALE PROCEEDS
49. The net proceeds of any such sale after payment of the costs of such
sale shall be applied in or towards the satisfaction of such debts,
liabilities or engagements and the residue (if any)
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paid to such Member, or any of his heirs, executors, administrators,
representatives or assigns or any of the persons (if any) entitled by
transmission to the shares sold.
VALIDITY OF SALE UNDER ARTICLES
50. Upon any sale after forfeiture, or for enforcing a lien in purported
exercise of the powers hereinbefore given, the Board may appoint some
person to execute an instrument of transfer of the shares sold and
cause the purchaser's name to be entered in the Register in respect of
the Shares sold and the purchaser shall not be bound to see to the
regularity of the proceedings, or to the application of the purchase
money and after his name has been entered in the Register in respect of
such shares, the validity 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 in and against the Company exclusively.
CANCELLATION OF SHARE CERTIFICATE IN RESPECT OF FORFEITED SHARES
51. Upon any sale, re-allotment or other disposal under the provisions of
the preceding Articles, the certificate or certificates originally
issued in respect of the relative shares shall (unless the same shall
on demand by the Company have been previously surrendered to it by the
defaulting Member) stand cancelled and become null and void and of no
effect, and the Directors shall be entitled to issue a new certificate
or certificates in respect of the said shares to the person or persons
entitled thereto.
POWER TO ANNUL FORFEITURE
52. The Board may at any time before any share so forfeited shall have been
sold, re-allotted or otherwise disposed of, annul the forfeiture
thereof upon such conditions as it thinks fit.
TRANSFER AND TRANSMISSION OF SHARES
REGISTER OF TRANSFERS
53. The Company shall keep a Register of Transfers and shall have recorded
therein fairly and distinctly particulars of every transfer or
transmission of any share held in material form.
RESOLUTION PASSED AT THE EXTRAORDINARY GENERAL MEETING HELD ON JANUARY
6,1998.
FORM OF TRANSFER
54. Shares in the Company shall be transferred by an instrument in writing
in such form as prescribed under Section 108 of the Companies Act,
1956, or under rules made thereunder from time to time.
TO BE EXECUTED BY TRANSFEROR AND TRANSFEREE
55. The instrument of transfer duly stamped and executed by the transferor
and the transferee shall be delivered to the Company in accordance with
the provisions of the Act. The instrument of transfer shall be
accompanied by such evidence as the Board may require to prove the
title of the transferor and his right to transfer the shares and every
registered instrument of transfer shall remain in the custody of the
Company until destroyed by an order of the Board. The transferor shall
be deemed to be the holder of such shares until the name of the
transferee shall have been entered in the Register of Members in
respect thereof. Before the registration of a transfer, the certificate
or certificates of the shares must be delivered to the Company.
55A. In the case of transfer or transmission of shares or other marketable
Securities where the Company has not issued any certificates and where
such shares or securities are being held in any electronic and fungible
form in a Depository, the provisions of the Depositories Act, 1996
shall apply.
RESOLUTION PASSED AT THE EXTRAORDINARY GENERAL MEETING HELD ON JANUARY
6,1998.
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DIRECTORS MAY REFUSE TO REGISTER TRANSFERS
56. Subject to the provisions of Section 111 of the Act, the Board, may at
its own absolute and uncontrolled discretion, and without assigning any
reason, decline to register or acknowledge any transfer of shares
whether fully paid or not, (notwithstanding that the proposed
transferee be already a Member), but in such cases it shall, within one
month from the date on which the instrument of transfer was lodged with
the Company, send to the transferee and the transferor notice of
refusal to register such transfer. Provided that registration of a
transfer shall not be refused on the ground that the transferor being
either alone or jointly with any other person or persons indebted to
the Company on any account whatsoever except on shares.
REFUSAL TO REGISTER TRANSFER
57. In particular and without prejudice to the generality of the above
powers, the Board may subject to the provisions of Section 111 of the
Companies Act, 1956 decline to register in exceptional circumstances
when it is felt that the transferee is not a desirable person from the
larger point of view of the interest of the Company as a whole subject
to the provisions of the clause (c) of subsection (4) of Section 22A of
the Securities Contract (Regulation) Act.
SUB-DIVISION/CONSOLIDATION IN MARKETABLE LOTS ONLY
58. Transfer of shares in whatever lot should not be refused, though there
would be no objection to the company refusing to split a share
certificate into several scrips of any small denominations or to
consider a proposal for transfer of shares comprised in a share
certificate to several parties, involving such splitting, if on the
face of it such splitting/transfer appears to be unreasonable or
without a genuine need. The Company should not, therefore, refuse
transfer of shares in violation of the Stock Exchange listing
requirements on the ground that the number of shares to be transferred
is less than any specified number.
DEATH OF ONE OR MORE JOINT HOLDERS OF SHARES
59. In case of the death of any one or more of the persons named in the
Register of Members as the joint holders of any share, the survivor or
survivors shall be the only persons recognised by the Company as having
any title to or interest in such share, but nothing herein contained
shall be taken to release the estate or a deceased joint-holder for any
liability on shares held by him jointly with any other person.
TITLE TO SHARES OF DECEASED MEMBER
60. The executors or administrators or holders of a Succession Certificate
or the legal representatives of a deceased Member (not being one of two
or more joint-holders) shall be the only person recognised by the
Company as having any title to the shares registered in the name of
such Member, and the Company shall not be bound to recognise such
executors or administrators or holders of a Succession Certificate or
the legal representatives unless such executors or administrators or
legal representatives shall have first obtained Probate or Letter of
Administration or Succession Certificate, as the case may be, from a
duly constituted court in the Union of India provided that in case
where the Board in its absolute discretion think fit, the Board may
dispense with production of Probate or Letters of Administration or
Succession Certificate, upon such terms as to Indemnity or otherwise as
the Board in its absolute discretion may think necessary and under
Article 59 register the name of any person who claims to be absolutely
entitled to shares standing in the name of a deceased Member, as a
Member.
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NO TRANSFER TO INSOLVENT, ETC.
61. No share shall in any circumstances, be transferred to any insolvent
or person of unsound mind.
REGISTRATION OF PERSON ENTITLED TO SHARES OTHERWISE THAN BY TRANSFER
62. Subject to the provisions of the Act and Articles 59 end 60 any person
becoming entitled to shares in consequences of death, lunacy,
bankruptcy or insolvency of any Member, or by any lawful means other
than by a transfer in accordance with these Articles, may with the
consent of the Board (which it shall not be under any obligation to
give) 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, either be registered himself as
the holder of the shares or elect to have some persons nominated by him
and approved by the Board, registered as such holder; provided
nevertheless, that if such person shall elect to have his nominee
registered, he shall testify the election by executing in favour of his
nominee an instrument of transfer in accordance with the provisions
herein contained and until he does so he shall not be freed from any
liability in respect of the shares.
PERSONS ENTITLED MAY RECEIVE DIVIDENDS WITHOUT BEING REGISTERED AS
MEMBERS
63. A person entitled to a share by transmission shall, subject to the
right of the Directors to retain such dividends or money as hereinafter
provided be entitled to receive, and may give a discharge for any
dividends or other moneys payable in respect of the shares.
FEE ON TRANSFER OR TRANSMISSION
64. No fee shall be charged for transfer and, transmission of Shares or for
registration of any of power of attorney, probate, letter of
administration or other similar documents.
THE COMPANY NOT LIABLE FOR DISREGARD OF A NOTICE PROHIBITING
REGISTRATION OF A TRANSFER
65. The Company shall incur no liability or responsibility whatever in
consequence of its registering or giving effect to any transfer of
shares made or purporting to be made by any apparent legal owner
thereof (as shown or appearing in the Register of Members) to the
prejudice of a person or persons having or claiming any equitable
right, title or interest to or in the said shares, notwithstanding that
the Company may have any 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 of any
equitable right, title or interest, or be under any liability
whatsoever for refusing or neglecting so to do, 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 Board shall so think fit.
BORROWING POWERS
POWER TO BORROW
66. Subject to the provisions of Sections 58A, 292 and 293 of the Act and
of these Articles, the Board may, from time to time at its discretion,
by a resolution passed at a Meeting of the Board, accept deposits from
Members, either in advance of call or otherwise, and generally raise or
borrow or secure the payment of any sum or sums of money for the
purposes of the company provided however, where the moneys to be
borrowed together with the moneys already borrowed (apart from
temporary loans obtained from the Company's bankers in the
15
ordinary course of business) exceed the aggregate of the paid up
capital of the Company and its free reserves (that is to say, reserves
not set apart for any specific purpose) the Board shall not borrow such
moneys without the consent of the Company in General Meeting.
THE PAYMENT OR REPAYMENT OF MONIES BORROWED
67. The payment or repayment of moneys borrowed as aforesaid may be secured
in such manner and upon such terms and conditions in all respects as
the Board may think fit, and in particular by a resolution passed at a
meeting of the Board (and not by Circular Resolution) by the issue of
debentures of the Company, charged upon all or any part of the property
of the Company (both present and future) including its uncalled capital
for the time being, and debentures, and other securities may be made
assignable free from any equities between the Company and the person to
whom the same may be issued.
TERMS OF ISSUE OF DEBENTURES
68. Any debentures, debenture-stock or other securities may be issued at a
discount, premium or otherwise and maybe issued on condition that they
or any part of them shall be convertible into shares of any
denomination, and with any privileges and conditions as to redemption,
surrender, drawing, allotment of shares and attending (but not voting
at) General Meetings, appointment of Directors and otherwise.
Debentures with a right to conversion or allotment of shares shall be
issued only with the consent of the Company in General Meeting.
REGISTER OF MORTGAGES, ETC. TO BE KEPT
69. The Board shall cause a proper register to be kept in accordance with
the provisions of Section 143 of the Act of all mortgages, debentures
and charges specifically affecting the property of the Company; and
shall cause the requirements of Sections 118, 125, and 127 to 144 (both
inclusive) of the Act, in that behalf to be duly complied with (within
the time prescribed by the said sections or such extensions thereof as
may be permitted by the Company Law Board or the Court or the Registrar
as the case may be) so far as they fail to be complied with by the
Board.
REGISTER AND INDEX OF DEBENTURE HOLDERS
70. The Company shall, if any time it issues debentures, keep a Register
and Index of Debenture holders in accordance with Section 152 of the
Act. the company shall have the power to keep in any State or Country
outside India a Branch Register of Debenture-holders resident in that
State or Country
SHARE WARRANT
POWER TO ISSUE SHARE WARRANTS
71. The Company may issue share warrants subject to, and in accordance with
the provisions of sections 114 and 115, and accordingly the Board may
in its discretion, with respect to any share which is fully paid-up on
application in writing signed by the persons registered as holder of
the share, and authenticated, by such evidence (if any) as the Board
may, from time to time, require as to the identity of the person
signing the application, and on receiving the certificate (if any) of
the share, and the amount of the stamp duty on the warrant and such fee
as the Board may from time to time require, issue a share warrant.
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DEPOSIT OF SHARE WARRANT
72. 1) The bearer of a share warrant may at any time deposit the
warrant at the office of the Company, and so long as the
warrant remains so deposited, the depositor shall have the
same right of signing a requisition for calling a meeting of
the Company, and of attending, and voting and exercising the
other privileges of a Member at any meeting held after the
expiry of two clear days from the time of deposit as if his
name were inserted in the Register of Members as the holder of
the share included in the deposited warrant.
2) Not more then one person shall be recognised as depositor of
the share warrant,
3) The Company shall, on two days' written notice, return the
deposited share warrant to the depositor.
PRIVILEGES AND DISABILITIES OF THE HOLDERS OF SHARE WARRANT
73. 1) Subject as herein otherwise expressly provided, no person
shall, as bearer of a share warrant sign a requisition for
calling a meeting of the Company, or attend or vote or
exercise any other privileges of a Member at a meeting of the
Company, or be entitled to receive any notices from the
Company.
2) The bearer of a share warrant shall be entitled in all other
respects to the same privileges and advantages as if he was
named in the Register of Members as the holder of the share
included in the warrant, and shall be a Member of the Company.
ISSUE OF NEW SHARE WARRANT OR COUPON
74. The Board may, from time to time, make rules as to the terms
on which (if it shall think fit) a new share warrant or coupon
may be issued by way of renewal in case of defacement, loss or
destruction.
CONVERSION OF SHARE INTO STOCK AND RECONVERSION
SHARES MAY BE CONVERTED INTO STOCK
75. The Company in General Meeting may convert any paid-up shares
into stock; and when any shares have been converted into
stock, the several holders of such stock may thenceforth
transfer their respective interest therein, or any part of
such interest, in the said manner and subject to the same
Regulations as, and subject to which shares from which the
stock arose might have been transferred if no such conversion
had taken place, or as near thereto as circumstance will
admit. The Company may at any time reconvert any stock into
paid-up shares of any denomination.
RIGHT OF STOCKHOLDERS
76. The holders of stock shall, according to the amount of stock
held by them, have the same right, privileges and advantages
as regards dividends, voting at meetings of the Company, and
other matters, as if they held the shares from which the stock
arose, but no such privilege advantage (except participation
in the dividends and profits of the Company and in the assets
on winding-up) shall be conferred by an amount of stock which
would not, if existing in shares, have conferred that
privilege or advantage.
17
MEMBERS' MEETINGS
ANNUAL GENERAL MEETING
77. Annual General Meeting of the company may be convened subject to
Section 166 and Section 210 of the Act by giving not less than 21 days
notice in writing. Subject to the provisions of Section 171 (2) a
meeting may be convened after giving a shorter notice.
EXTRA ORDINARY GENERAL MEETING
78. The Board may, whenever it thinks fit, call an Extraordinary General
Meeting and it shall do so upon a requisition in writing by any Member
or Members holding in the aggregate not less than one tenth of such of
the paid-up capital; as at that date carried the right of voting in
regard to the matter in respect of which the requisition has been made.
REQUISITION OF MEMBERS TO STATE OBJECTS OF MEETING
79. Any valid requisition so made by the Members must state the object or
objects of the meeting proposed to be called, and must be signed by the
requisitionists and be deposited at the office; provided that such
requisition may consist of several documents in like form each signed
by one or more requisitionists.
ON RECEIPT OF REQUISITION, DIRECTORS TO CALL MEETING AND IN DEFAULT
REQUISITIONISTS MAY DO SO
80. Upon the receipt of any such requisition, the Board shall forthwith
call an Extraordinary General Meeting; and if it does not proceed
within twenty-one days from the date of the requisition being deposited
at the Office to cause a meeting to be called on a day not later than
forty-five days from the date of deposit of the requisition, the
requisitionists, or such of their number as represent either a majority
in value of the paid-up, share capital held by all of them or not less
than one-tenth of such of the paid-up share capital of the Company as
is referred to in Section 169 (4) of the Act, whichever is less, may
themselves call the meeting, but in either case any meeting so called
shall be held within three months from the date of deposit of the
requisition as aforesaid.
MEETING CALLED BY REQUISITIONISTS
81. Any meeting called under the foregoing Articles by the requisitionists
shall be called in the same manner, as nearly as possible, as that in
which meetings are to be called by the Board.
QUORUM AT GENERAL MEETING
82. Five members present in person shall be a quorum for a General Meeting.
BODY CORPORATE PERSONALLY PRESENT
83. A body corporate being a member shall be deemed to be personally
present if it is represented in accordance with Section 187 of the Act.
IF QUORUM NOT PRESENT MEETING TO BE DISSOLVED OR ADJOURNED
84. If, at the expiration of half an hour from the time appointed for
holding a meeting of the Company, a quorum shall not be present, the
meeting it convened by or upon the requisition of Members, shall stand
dissolved, but in any other case the meeting shall stand adjourned to
18
the same day in the next week or if that day is a public holiday until
the next succeeding day which is not a public holiday at the same time
and place or to such other day at such other time and place within the
city or town in which the Office of the Company is situate as the Board
may determine, and if at such adjourned meeting a quorum is not present
at the expiration of half an hour from the time appointed for holding
the meeting, the Members present shall be a quorum, and may transact,
the business for which the meeting was called.
85. The Chairman (if any) of the Directors shall be entitled to take the
chair at every General Meeting, whether Annual or Extraordinary. If
there be no such Chairman of the Directors, or if at any meeting he
shall not be present within fifteen minutes of the time appointed for
holding such meeting then the members presents shall elect another
Director as Chairman and if no Director be present or if all Directors
present decline to take the Chair, then the members present shall elect
one of their members to be the Chairman.
BUSINESS CONFINED TO ELECTION OF CHAIRMAN WHILST CHAIR VACANT
86. No business shall be discussed at any General Meeting except the
election of a Chairman, whilst the chair is vacant.
CHAIRMAN WITH CONSENT MAY ADJOURN MEETING
87. The Chairman with the consent of the meeting may adjourn any meeting
from time to time and from place to place within the city or town in
which the office of the Company is situated for the time being but no
business shall be transacted at any adjourned meeting other than the
business left unfinished at the meeting from which the adjournment took
place.
QUESTION AT GENERAL MEETING HOW DECIDED
88. At any General Meeting a resolution put to the vote of the meeting
shall be decided on a show of hands unless a poll is (before or on the
declaration of the result of the show of hands) demanded by a member
or members present in person or by proxy and holding shares in the
Company which confer a power to vote on the resolution not being less
than 1/10th of the total voting power in respect of the Resolution or
on which an aggregate sum of not less than Rs. 50,000/- has been paid
up. The demand for a poll may be withdrawn at any time by the person or
persons who made the demand.
CHAIRMAN'S CASTING VOTE
89. In the case of any equality of votes, the Chairman shall both on a show
of hands and at a poll (if any) have a casting vote in addition to the
votes to which he may be entitled as a Member.
DEMAND FOR POLL NOT TO PREVENT TRANSACTION OF OTHER BUSINESS
90. The demand for a poll except on the question of the election of the
Chairman and of an adjournment shall not prevent the continuance of a
meeting for the transaction of any business other than the question on
which the poll has been demanded.
MEMBER IN ARREARS NOT TO VOTE
91. No member shall be entitled to vote either personally or by proxy at
any General Meeting or meeting of a class of shareholders either upon a
show of hands or upon a poll 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, and has exercised, any
right of lien.
19
NUMBER OF VOTES TO WHICH MEMBER ENTITLED
92. Subject to the provisions of these Articles and without prejudice to
any special privileges or restrictions as to voting for the time being
attached to any class of shares for the time being forming part of the
capital of the Company, every member, not disqualified by the last
preceding Article shall be entitled to be present and to speak and vote
at such meeting, and on a show of hands every member present in person
shall have one vote and upon a poll the voting rights of every member
whether present in person or by proxy, shall be in proportion to his
share of the paid-up equity capital of the Company.
CASTING OF VOTES BY A MEMBER ENTITLED TO MORE THAN ONE VOTE
93. On as poll taken at a meeting of the Company, a member entitled to more
than one vote, or his proxy, or other person entitled to vote for him
as the case may be, need not, if he votes, use all his votes or cast
in the same way all the votes he uses.
VOTES OF MEMBERS OF UNSOUND MIND AND MINORS
94. A member of unsound mind or in respect of whom an order has been made
by any court having jurisdiction in lunacy, may vote, whether on a show
of hand or on a poll, by his committee or other legal guardian, and any
such committee or guardian may, on a poll vote by proxy. If any member
be a minor, the votes in respect of his share or shares shall be by his
guardian or any of his guardians, if more than one, to be elected in
case of dispute by the Chairman of the meeting.
VOTES OF JOINT MEMBERS
95. If there be joint registered holders of any shares, any one of such
persons may vote at any meeting or may appoint another person (whether
a Member or not) as his proxy in respect of such shares as if he were
solely entitled therein but the proxy so appointed shall not have any
right to speak at the meeting and, if more than one of such
joint-holders be present at any meeting, that one of the said person so
present whose name stands higher on the Register shall alone be
entitled to speak and to vote in respect of such shares, but the other
or others of the joint-holders shall be entitled to be present at the
meeting. Several executors or administrators of a deceased member in
whose names share stand shall for the purpose of these Articles be
deemed joint holders thereof.
VOTING IN PERSON OR BY PROXY
96. Subject to the provisions of these Articles votes may be given either
personally or by proxy. A body corporate being a member may vote either
by a proxy or by a representative duly authorised in accordance with
Section 187 of the Act and such representative shall be entitled to
exercise the same rights and powers (including the right to vote by
proxy) on behalf of the body corporate which he represents as the body
could exercise if it ware an individual member.
VOTES IN RESPECT OF SHARES OF DECEASED OR INSOLVENT MEMBERS
97. Any person entitled under Article 62 to transfer any shares may vote at
any General Meeting in respect thereof in the same manner as if he were
the registered holder of such shares, provided that 48 hours, at least,
before the time of holding the meeting or adjourned meeting as the case
may be at which he proposed to vote he shall satisfy the Directors of
his right to transfer such shares and give such indemnity (if any) as
the Directors may require or the Directors shall have previously
admitted his right to vote at such meeting in respect thereof.
20
APPOINTMENT OF PROXY
98. Every proxy (whether a member or not) shall be appointed in writing
under the hand of the appointer or his attorney, or if such appointer
is a corporation under the common seal of such corporation, or be
signed by an officer or an Attorney duly authorised by it and any
committee or guardian may appoint such proxy. The proxy so appointed
shall not have any right to speak at the meeting.
PROXY EITHER FOR A SPECIFIED MEETING OR FOR SPECIFIED PERIOD
99. An instrument of proxy may appoint a proxy either for purpose of a
particular meeting specified in the instrument and any adjournment
thereof or it may appoint for the purposes of every meeting of the
Company, or of every meeting to be held before the data specified in
the instrument and any adjournment of any such meeting.
NO PROXY EXCEPT FOR A BODY CORPORATE TO VOTE ON A SHOW OF HANDS
100. A member present by proxy shall be entitled to vote only on a poll but
not on a show of hands, unless such member is a body corporate present
by a representative in which case such proxy shall have a vote on the
show of hand as if he were a member.
DEPOSIT OF INSTRUMENT OF PROXY
101. The instrument appointing a proxy and the Power of Attorney or other
authority (if any) under which it is signed or a notarially certified
copy of that power or authority shall be deposited at the office not
later than forty eight hours before the time for holding the meeting at
which the person named in the instrument proposes to vote, and in
default the instrument of proxy shall not be treated as valid. No
instrument appointing a proxy shall be valid after the expiration of
twelve months from the date of its execution.
FORM OF PROXY
102. Every instrument of proxy whether for a specified meeting otherwise
shall, as nearly as circumstances will admit, be in any of the forms
set out in Schedule 1X of the Act.
VALIDITY OF VOTES GIVEN BY PROXY NOTWITHSTANDING DEATH OF MEMBER
103. A vote given in accordance within the norms of an instrument of proxy
shall be valid notwithstanding the previous death or insanity of the
Principal, or revocation of the proxy or of any power of attorney under
which such proxy was signed, or the transfer of the share in respect of
which the vote is given, provided that no intimation in writing of the
death or insanity, revocation or transfer shall have been received at
the office before the meeting.
TIME FOR OBJECTION TO VOTE
104. No objection shall be made to the validity of any vote; except at any
meeting or poll at which such vote shall be tendered and every vote,
whether given personally or by proxy, not disallowed at such meeting or
poll shall be deemed valid for all purposes of such meeting or poll
whatsoever.
Article 107 deleted WE7 June 14 2003.
[STAMP: IFOSYS TECHNOLOGIES LIMITED * BANGALORE]
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CHAIRMAN OF ANY MEETING TO BE THE JUDGE OF VALIDITY OF VOTE
105. The Chairman of any meeting shall be the sole judge of the validity of
every vote tendered at such meeting. The Chairman present at the taking
of a poll shall be the sole judge of the validity of every vote
tendered at such poll.
DIRECTORS
NUMBER OF DIRECTORS
108. Until otherwise determined by the company in a General Meeting and
subject to the provisions of Section 252 of the Act, the number of
directors (excluding Debenture Directors and Directors appointed under
Article 111 hereof and Alternate Directors) shall not be less than
three nor more than eighteen.
RESOLUTION PASSED AT THE ANNUAL GENERAL MEETING HELD ON MAY 27, 2000.
NON-RETIRING DIRECTORS
107. If and so long as Mr. N.R. Narayana Murthy and/or his relatives shall
hold not less than 5% of the issued equity share capital of the
Company, Mr. N.R. Narayana Murthy shall be the Managing Director of the
Company and shall not be liable to retire by rotation.
108. The Board may appoint, from time to time, one or more of their members
to be the Managing Director or Joint Managing Director or Wholetime
Director or Deputy Managing Director or Manager of the Company on such
terms and on such remuneration (whether by way of salary or commission,
or partly in one and partly in another) as they may think fit and the
directors so appointed shall not while holding that office, be subject
to retirement by rotation or taken into account in determining the
rotation of retirement of directors, but their appointment shall be
subject to determination ipso facto if they cease from any cause to be
a director or if the company in General Meeting resolve that their
tenure of the office Managing Director or Joint Managing Director or
Wholetime Director or Deputy Managing Director or Manager be
determined.
109. Subject to the provisions of the Act, the Directors, may from time to
time entrust and confer upon e Managing Director for the time being
such of the power exercisable upon such terms and conditions and with
such restrictions they may think fit either collaterally with or to the
exclusion of and in substitution for all or any of their own powers and
from time to time revoke, withdraw, alter or vary all or any of such
powers.
APPOINTMENT OF SPECIAL DIRECTORS
110. On behalf of the Company, whenever Directors enter into a contract with
any Government, Central, State or Local, any Bank or Financial
institution or any person or persons (hereinafter referred to as "the
appointer") for borrowing any money or for providing any guarantee or
security or for technical collaboration or assistance or for
underwriting or entering into any other arrangement whatsoever the
Directors shall have, subject to the provisions of Section 255 of the
Act, the power to agree that such appointer shall have right to appoint
or nominate by notice in writing addressed to the Company one or more
Directors on the Board for such period and upon such conditions as may
be mentioned in the agreement and that such Director or Directors may
not be liable to retire by rotation nor be required to hold any
qualification shares. The Directors may also agree that any such
Director of Directors may be removed from time to time by the appointer
entitled to appoint or nominate them and the appointer may appoint
another or others in his or their place and also fill in any vacancy
which may occur as a result of any such Director or Directors ceasing
to hold that office for any reason whatsoever. The Directors appointed
or nominated under this Article shall be entitled to exercise and enjoy
all or any of the rights and privileges exercised and enjoyed by the
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Directors of the Company including payment of remuneration and
travelling expenses to such Director of Directors as may be agreed by
the Company with the appointer.
DEBENTURE DIRECTORS
111. If it is provided by any Trust Deed, security or otherwise, in
connection with any issue of debentures of the Company that any person
or persons shall have power to nominate a Director or Directors of the
Company, then in the case of any and every such issue of debentures,
the person or persons having such power may exercise such power from
time to time and appoint a Director or Directors accordingly. Any
Director so appointed is herein referred to as "Debenture Director". A
Debenture Director may be removed from office at any time by the person
or persons in whom for the time being is vested the power under which
he was appointed and another director may be appointed in his place. A
debenture director shall not be bound to hold any qualification shares.
A debenture director shall not if so agreed by the company be liable to
retire by rotation; but shall automatically cease to hold office as a
director if and when the debentures are fully discharged.
NOMINEE DIRECTORS
112. Nominee Directors: So long as any moneys remain owing by the Company to
The Industrial Development Bank of India, Industrial Finance
Corporation of India, The Industrial Credit and Investment Corporation
of India Limited. The Industrial Reconstruction Corporation of India
Limited, Life Insurance Corporation of India, General Insurance
Corporation of India, National Insurance Company Limited, The Oriental
Fire & General Insurance Company Limited, The New India Assurance
Company Limited, United India Insurance Company Ltd., Karnataka State
Industrial Investment and Development Corporation Ltd., or any State
Financial Corporation or any Financial Institution owned or controlled
by the Central Government or any State Government or the Reserve Bank
of India or by two or more of them by Central Government themselves
(each of the above and Unit Trust of India are hereinafter referred to
as the Corporation) out of any loans/debentures, assistance granted by
them to the Company or so long as the Corporation holds or continues to
hold Debentures/Shares in the Company as a result of any guarantee
furnished by the Corporation on behalf of the Company and remaining
outstanding the Corporation shall have a right to appoint from time to
time, any person as Director, Wholetime or non-Wholetime (which
Director or Directors, is/are hereinafter referred to as `Nominee
Director/s') on the Board of the Company and to remove from such office
any person or persons so appointed and to appoint any person in his or
their places. The Board shall have no power to remove from the office
of the Nominee Directors. At the option of the Corporation such Nominee
Director/s shall not be liable to retirement by rotation. Subject as
aforesaid, Nominee Director/s shall be entitled to the same rights and
privileges and be subject to the same obligations as any other
Directors of the Company.
PERIOD OF HOLDING OF OFFICE BY NOMINEE DIRECTORS
113. The Nominee Director/s so appointed shall hold the said office only so
long as any moneys remain owing by the Company to the Corporation or so
long as the Corporation holds or continues to hold Debentures/shares in
the Company as a result of underwriting or by direct subscription or
private placement or the liability of the Company arising out of the
guarantee is outstanding and the Nominee Director/s so appointed in
exercise of the said powers shall ipso facto vacate such office
immediately the moneys owing by the Company to the Corporation are paid
off or on the Corporation ceasing to hold Debentures/shares in the
Company or on the satisfaction of liability of the Company arising out
of any guarantee furnished by the Corporation.
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CO-OPTION OF DIRECTORS
114. Directors shall have power at any time and from time to time to co-opt,
any other person as a director either to fill a casual vacancy or as an
additional director, so that the total number of directors shall not at
any time exceed the maximum fixed. Any director appointed to fill a
casual vacancy shall hold office only up to the date up to which the
director in whose place he has been place would have held the office if
it had not been vacated. Any additional director shall hold office only
up to the date of next Annual General Meeting of the Company but shall
be eligible for re-election at such meeting.
ALTERNATE DIRECTORS
115. The Board may appoint an alternate director to act for a director
(hereinafter called "original director" during his absence for a period
of not less than three months from the State in which meetings of the
Board are ordinarily held. An alternate director appointed under this
Article shall not hold office as such for a period longer than that
permissible to the original director and shall vacate office if and
when the original director returns to the State aforesaid. If the term
of office of original director is determined before he so returns to
the State aforesaid any provision for automatic re-appointment of
retiring directors in default of another appointment shall apply to the
original and not to the alternate director.
QUALIFICATION SHARES OF DIRECTORS
116. A Director shall not be required to hold any qualification shares.
REMUNERATION OF DIRECTORS
117. The remuneration of Directors and Executives of the Company, including
the fees payable to the Directors of the Company in attending the
Meeting of the Board or the Committees of the Board, shall be
determined by the Board of Directors from time to time, provided that
the sitting fees payable to the Directors as aforesaid shall be within
the maximum limits of such fees that may be prescribed under the
proviso to Section 310 of the Companies Act, 1956.
DIRECTORS' TRAVELLING EXPENSES
118. In addition to the remuneration payable to them, the Directors shall be
entitled to be paid all travelling, hotel and other incidental expenses
properly incurred by them in attending and returning from meetings of
the Board of Directors or any Committee thereof or General Meetings or
in connection with the business of the Company. The rules in this
regard may be framed by the board of Directors from time to time.
SPECIAL REMUNERATION FOR PERFORMING EXTRA SERVICES
119. If any Director be called upon to perform extra services or special
exertions or efforts (which expression shall include work done by a
Director as a Member of any committee formed by the Director(s) the
Board may arrange with such Directors for such special remuneration for
such extra services or special exertions or efforts either by a fixed
sum or otherwise as may be determined by the Board and such
remuneration may be either in addition to or in substitution for his
remuneration, subject to provisions of the Act and confirmation by the
Company in General Meeting.
DIRECTORS MAY ACT NOTWITHSTANDING ANY VACANCY
120. The continuing Directors may act notwithstanding any vacancy in their
body, but if and so long as their number is reduced below the quorum
fixed by the Act for a meeting of the Board
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of Directors, the continuing Director or Directors may act for the
purpose of increasing the number of Directors to that fixed for a
quorum or for summoning a General Meeting but for no other purpose.
TERMS OF OFFICE OF DIRECTORS
121. Not less than two-thirds of the total number of Directors shall be
persons whose period of office is liable to determination by retirement
of Directors by rotation.
RETIREMENT OF DIRECTORS BY ROTATION
122. At every annual general meeting of the Company one-third of such of the
Directors for the time being as are liable to retire by rotation, or if
their number is not three or a multiple of three, then the number
nearest to one third, shall retire from office.
ASCERTAINMENT OF DIRECTORS TO RETIRE
123. The Directors to retire by rotation under the foregoing article shall
be those who have been longest in office since their last appointment,
but as between persons who become Directors on the same day, those who
are to retire shall, in default of and subject to any agreement among
themselves, be determined by lot. A retiring Director shall be eligible
for re-election.
COMPANY TO APPOINT SUCCESSORS
124. The Company, at the annual general meeting at which a Director retires
in manner aforesaid, may, fill up the vacated office by electing the
retiring Director or some other person thereto.
PROVISIONS IN DEFAULT OF APPOINTMENT
125. a) If the place of the retiring Director is not so filled up and
the meeting has not expressly resolved not to fill the
vacancy, the meeting shall stand adjourned till the same day
in the next week at the same time and place, or if that day is
a public holiday, till the next succeeding day which is not a
public holiday at the same time and place.
b) If at the adjourned meeting also, the place of the retiring
Director is not filled up and that meeting also has not
expressly resolved not to fill the vacancy, the retiring
Director shall be deemed to have been re-appointed at the
adjourned meeting, unless:-
i) at the meeting or at the previous meeting a
resolution for the re-appointment of such Director
has been put to the meeting and lost;
ii) the retiring Direction has, by his notice in writing
addressed to the Company or its Board of Directors
expressed his unwillingness to be so re-appointed;
iii) he is not qualified or is disqualified for
appointment;
iv) a resolution, whether special or ordinary is required
for the appointment or re-appointment by virtue of
any provisions of the Act: or
v) the provision to sub-section (2) of Section 263 is
applicable to the case.
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COMPANY MAY INCREASE OR REDUCE NUMBER OF DIRECTORS
126. Subject to Sections 252, 256 and 259 of the Act, the Company in general
meeting may from time to time, increase or reduce the number of
Directors, within the limits fixed in that behalf by these Articles.
REMOVAL DIRECTORS
127. The Company may (subject to the provisions of Section 284 of the Act)
remove any Director before the expiration of his period of office and
appoint another person in his stead.
PROCEEDINGS OF THE BOARD OF DIRECTORS
MEETING OF DIRECTORS
128. The Directors may meet together as a Board for the dispatch of business
from time to time and shall so meet at least once in every
three calendar months and at least four such meetings shall be held in
every year. The Directors may adjourn and otherwise regulate their
meetings as they may think fit.
NOTICE OF THE BOARD MEETINGS
129. Notice of every meeting of the Board shall be given in writing to every
Director for the time being in India and at his address in India to
every other Director.
QUORUM
130. Subject to Section 287 of the Act, the quorum for a meeting of the
Board shall be one-third of its total strength (excluding Directors, if
any, whose places may be vacant at the time, and any fraction contained
in that one-third being rounded off as one), or two Directors whichever
is higher. Provided that where at any time the number of interested
Directors exceeds or is equal to two-thirds of the total strength, the
number of the remaining Directors, that is to say, the number of the
Directors who are not interested present at the meeting being not less
than two, shall be the quorum during such meeting.
ADJOURNMENT OF MEETINGS FOR WANT TO QUORUM
131. If a meeting of the Board could not be held for want of quorum, then
the meeting shall automatically stand adjourned to such other time as
may be fixed by the Chairman.
SECRETARY TO CALL BOARD MEETING
132. The Secretary shall, and when directed by any Director to do so,
convene a meeting of the Board by giving a notice in writing to every
other Director.
CHAIRMAN OF DIRECTORS
133. The Directors shall choose one of their number to be the Chairman of
the Directors who shall hold such office until the Directors otherwise
determine. If at any meeting the Chairman of the Directors shall not be
present at the time appointed for holding the same, the Directors
present shall choose some one of their member to be the Chairman of
such meeting.
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QUESTIONS HOW DECIDED
134. Question arising at any meeting of the Board shall be decided by a
majority of votes and in the case of an equality of votes the Chairman
shall have second or a casting vote.
POWER OF BOARD MEETING
135. A meeting of the Board for the time being at which a quorum is present,
shall be competent to exercise all or any of the authorities, power and
discretions which by or under the Act or the Articles of the Company
are for the being vested in or exercisable by the Board generally.
APPOINTMENT OF SUB-COMMITTEE
136. The Board may appoint from time to time a sub-committee consisting of
one or more Director(s) and or one or more senior executive(s) of the
Company to deal with matters relating to transfer / transmission of
shares / debentures and such other matters incidental thereto with such
powers and duties, as the Board deems fit.
DIRECTORS MAY APPOINT COMMITTEES
137. Subject to the restrictions contained in Section 292 of the Act, the
Board may delegate any of its powers to committees of the Board
consisting of such members of its body as it thinks fit, and it may
from time to time revoke and discharge any such committee of the Board
either wholly or in part, and either as to persons or purposes but
every committee of the Board so formed shall in the exercise of the
powers so delegated, confirm to any Regulations that may from time to
time be imposed on it by the Board. All acts done by any such committee
of the Board in conformity with such Regulations and in fulfillment of
the purpose of their appointment but not otherwise shall have the like
force and effect as if done by the Board.
MEETING OF COMMITTEE HOW TO BE GOVERNED
138. The meeting and proceedings of any such committee of the Board
consisting of two or more members shall be governed by the provisions
herein contained for regulating the meetings and proceedings of the
Directors so far as the same are applicable thereto and are not
superseded by any Regulations made by the Directors under the last
preceding Article. The provisions of Article 134 shall mutatis mutandis
apply to the meeting of such committee.
CIRCULAR RESOLUTION
139. No resolution shall be deemed to have been duly passed by the Board or
by a Committee thereof by circulation, unless the resolution has been
circulated in draft, together with the necessary papers, if any, to all
the Directors or to all the members of the committee 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 the Directors of members of the Committee as are
then in India, or by a majority of such of them as are entitled to vote
on the resolution.
VALIDITY OF DIRECTORS ACTS
140. All acts done by any meeting of the Board or by a Committee or by a
sub- committee of the Board, or by any person acting as a Director
shall notwithstanding that it shall afterwards be discovered that there
was some defect in the appointment of such Directors, or persons acting
as aforesaid, or that they or any of them were disqualified or had
vacated office or that
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the appointment of any of them were disqualified or had vacated office
or that the appointment of any of them had been terminated by virtue of
any provisions contained in the Act or in these Articles, be as valid
as if every such persons had been duly appointed and was qualified to
be a Director and had not vacated his office or his appointment had not
been terminated. Provided that nothing in this Article shall 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 terminated.
POWERS OF DIRECTORS
141. The business of the Company shall be managed by the Board of Directors,
who may exercise all such powers of the Company and do all such acts
and things as are not, by the Act, or any other Act or by the
Memorandum or by the Articles of the Company required to be exercised
by the Company in General Meeting subject nevertheless to the
Regulations of these Articles to the provisions of the Act, or any
other Act and to such Regulations being not inconsistent with the
aforesaid Regulations or provisions as may be prescribed 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. Provided that the
Board of Directors shall not except with the consent of the Company in
General Meeting.
a. sell, lease or otherwise dispose of the whole or substantially
the whole of the undertaking of the Company, or where the
company owns more than one undertaking, of the whole, or
substantially the whole, of any such undertaking;
b. remit or give time for the repayment of, any debt by a
Director;
c. invest, otherwise than in trust securities, the amount of
compensation received by the company in respect of the
compulsory acquisition of any such undertaking as is referred
to in Clause (a) or of any premises or properties used for any
such undertaking and without which it cannot be carried on or
can be carried on only with difficulty or only after a
considerable time;
d. borrows moneys, where the moneys to be borrowed together with
the moneys already borrowed by the company (apart from
temporary loans obtained from the company's Bankers in the
ordinary course of business) will exceed the aggregate of the
paid-up capital of the company and its free reserves, that is
to say, reserves not set apart for any specific purposes.
Provided further that the powers specified in Section 292 of
the Act shall be exercised only at meetings of the Board
unless the same be delegated to the extent therein stated; or
e. contribute to Charitable and other funds not directly relating
to the business of the Company or the welfare of its employees
any amounts, the aggregate of which will in any financial year
exceed Rupees Fifty Thousand only or five percent of its
average net profit as determined in accordance with the
provisions of Sections 349 and 350 of the Act during the three
financial years immediately preceding, whichever is greater.
CERTAIN POWERS TO BE EXERCISED BY THE BOARD ONLY AT MEETINGS
142. The Board of Directors of the Company shall exercise the following
powers on behalf of the Company and it shall do so only by means of
resolutions passed at meetings of the Board:-
a. The power to make calls on share holders in respect of money
unpaid on their shares;
b. The power to issue debentures;
28
c. The power to borrow money otherwise than on debentures
d. The power to invest the funds of the Company;
e. The power to make loans;
Provided that the Board may, by a resolution passed at a meeting,
delegate to any committee of Directors, the Manager or any other
principal officer of the company or in the case of a branch office of
the company, a principal officer of the branch office, the powers
specified in clauses (c), (d) and (e) of this Article to the extent
specified in sub-sections (2), (3) and (4) respectively of Section 292
of the Act, on such condition as the Board may prescribe in respect of
dealings between the company and its bankers, the exercise by the
company of the powers specified in Clause (c) shall mean the
arrangement made by the company with its bankers for the borrowing of
money by way of overdraft or cash credit or otherwise and not the
actual day to day operation on overdraft, cash credit or other accounts
by means of which the arrangement so made is actually availed of.
CERTAIN POWERS OF THE BOARD
143. Without prejudice to the general powers conferred by the last preceding
Article and so as not in any way to limit or restrict these powers, and
without prejudice to the other powers conferred by these Articles, but
subject to the restrictions contained in the last preceding Article, it
is hereby declared that the Directors shall have the following powers,
that is to say power:
1) To pay the costs, charges and expenses preliminary and
incidental to the promotion, formation, establishment and
registration of the company.
PAYMENT OUT OF CAPITAL
2) To pay and charge to the capital account of the company any
commission or interest lawfully payable thereout under the
provisions of Sections 76 and 208 of the Act.
TO ACQUIRE PROPERTY
3) Subject to Sections 292 and 297 of the Act to purchase or
otherwise acquire for the Company any property, rights,
privileges which the Company is authorised to acquire, at or
for such price or consideration and generally on such terms
and conditions as they think fit, and in any such purchase or
other acquisition to accept such title as the Directors may
believe or may be advised to be reasonably satisfactory.
TO PAY FOR PROPERTY, ETC.
4) At their discretion and subject to the provision of the Act,
to pay for any property, rights, or privileges acquired or
services rendered in the Company either wholly or partially,
in cash or in shares, bonds, debentures, mortgages, or other
securities of the such amount credited as paid up thereon as
may be agreed upon and any such bonds; debentures, mortgages
or other securities may be either, specifically charged upon
all or any part of the property to the Company and its
uncalled capital or not so charged.
TO SECURE CONTRACTS
5) To secure the fulfilment of any contracts or engagements
entered into by the Company by mortgage or charge of all or
any of the property of the Company and its uncalled capital
for the time being or in such manner as they may think fit.
29
TO ACCEPT SURRENDER OF SHARES
6) To accept from any member, as far as may be permissible by law, a
surrender of his shares or any part thereof, on such terms and
conditions as shall be agreed.
TO APPOINT TRUSTEES
7) To appoint any person to accept and to hold in trust for the Company
any property belonging to the Company, or in which it is interested, or
for any other purposes; and to execute and do all such deeds and things
as may be required in relation to any such trust, and to provide for
the remuneration of such trustee or trustees.
TO BRING AND DEFEND ACTIONS
8) To institute, conduct, defend, compound, or abandon any legal
proceedings by or against the Company or its officers or otherwise
payment or satisfaction of any debts due, and of any claims or demands
by or against the Company, and to refer any differences to arbitration,
and observe and perform any awards made thereon.
TO ACT IN INSOLVENCY MATTERS
9) To act on behalf of the Company in all matters relating to bankrupts
and insolvents.
TO GIVE RECEIPTS
10) To make and give receipts, releases and other discharges for moneys
payable to the Company, and for the claims and demands of the Company.
TO INVEST MONEYS
11) Subject to the provisions of Sections 292, 293 (1)(c), 295, 370 and 372
of the Act, to invest, deposit and deal with any moneys of the Company
not immediately required for the purpose thereof, upon such security
(not being shares of this Company), or without security and in such
manner as they may think fit, and from time to time to vary or realise
such investments. Save as provided in Section 49 of the Act, all
investments shall be made and held in the Company's own name.
TO PROVIDE FOR PERSONAL LIABILITIES
12) To execute in the name and on behalf of the Company in favour of any
Director or other person who may incur or be about to incur any
personal liability whether as principal or surety; for the benefit of
the Company such mortgages of the Company's property (present and
future) as they think fit; and any such mortgage may contain a power of
sale, and such other powers, provisions, covenants and agreements as
shall be agreed upon.
TO AUTHORISE ACCEPTANCES
13) To determine from time to time who shall be entitled to sign, on the
Company's behalf, bills, notes, receipts, acceptances, endorsements,
cheques, dividend warrants, releases, contracts and documents and to
give necessary authority for such purpose.
TO DISTRIBUTE BONUS
14) To distribute by way of bonus amongst the staff of the Company a share
in the profits of the Company, and to give to any officer or other
person employed by the Company
30
a commission on the profits of any particular business or transaction
and to charge such bonus or commission as part of the working expenses
of the Company.
TO PROVIDE FOR WELFARE OF EMPLOYEES
15) To provide for the welfare of Directors or Ex-Directors or employees or
ex-employees of the Company and their wives, widows and families or the
dependants or connections of such persons by building or contributing
to the building of houses, dwellings or chawls or by grants of moneys,
pensions, gratuities, allowances, bonus or other payments; or by
creating and from time to time subscribing or contributing to provident
and other associations, institutions or funds or trusts and by
providing or subscribing or contributing towards places of instruction
and recreation, hospitals and dispensaries, medical and other
attendance and other assistance as the Board shall think fit, and
subject to the provisions of Section 293 (1)(e) of the Act. To
subscribe or contribute or otherwise to assist or to guarantee money to
any charitable, benevolent, religious, scientific, national or other
institutions or objects which shall have any moral or other claim to
support or aid by the Company either by reason of locality of
operation, or of public and general utility or otherwise.
TO CREATE RESERVE FUND
16) Before recommending any dividend to set aside, out of the profits of
the Company such sums as they may think proper for depreciation or to a
Depreciation Fund or to an Insurance Fund or as a Reserve Fund or
Sinking Fund or any special fund to meet contingencies or to repay
debentures or debenture-stock, or for special dividends or for
equalising dividends or for repairing, improving, extending and
maintaining any of the property of the Company and for such other
purposes (including the purposes referred to in the preceding clause),
as the Board may in their absolute discretion think conducive to the
interest of the Company, and subject to Section 292 of the Act, to
invest the several sums so set aside or so much thereof as required to
be invested, upon such investments (other than shares of the Company)
as they think fit, and from time to time to deal with and vary such
investments and dispose of and apply and expend all or any part thereof
for the benefit of the Company, in such manner and for such purposes as
the Board in their absolute discretion, think, conducive to the
interest of the company notwithstanding that the matters to which the
Board apply or upon which they expend the same, or any part thereof,
may be matters to or upon which the capital moneys of the company might
rightly be applied or expended, and to divide the reserve fund into
such special funds as the Board may think fit with full power to
transfer the whole or any portion of the Reserve Fund into such special
funds as the Board may think fit, with full power to transfer the whole
or any portion of a Reserve Fund or division of a Reserve Fund and with
full power to employ the assets constituting all or any of the above
funds, including the Depreciation Fund, in the business of the company
or in the purchase or repayment of debentures or debenture-stock, and
without being bound to keep the same separate from the other assets and
without being bound to pay interest on the same with power however to
the Board at their discretion to pay or allow to the credit of such
funds interest at such rate as the Board may think proper.
TO APPOINT MANAGERS ETC.
17) To appoint, and at their discretion remove or suspend such general
managers, secretaries, assistants, supervisors, clerks, agents and
servants for permanent, temporary or special services as they may from
time to time think fit, and to determine their powers and duties and
fix their salaries, or emoluments or remuneration, and to require
security in such instances and to such amount as they may think fit.
And also from time to time to provide for the management and
transaction of the affairs of the company in any specified locality in
India or elsewhere in such manner as they think fit.
31
TO COMPLY WITH LOCAL LAWS
18) To comply with requirements of any local law which in their opinion it
shall in the interest of the Company be necessary or expedient to
comply with.
TO APPOINT LOCAL BOARD
19) From time to time and at any time to establish any Local Board for
managing any of the affairs of the Company in any specified locality in
India or elsewhere and to appoint any persons to be Members of such
Local Boards, and to fix their remuneration.
TO DELEGATE POWERS
20) Subject to Section 292 of the Act, from time to time and at any time to
delegate to any persons so appointed any of the powers; authorities and
discretions for the time being vested in the Board, other than their
power to make call or to make loans or borrow moneys and to authorise
the members for the time being of any such Local Board, or any of them,
to fill up any vacancies therein and to act notwithstanding vacancies,
and any 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 persons so appointed and may annul any such
delegation.
TO AUTHORISE BY POWER OF ATTORNEY
21) At any time and from time to time by Power of Attorney under the Seal
of the Company, to appoint any person or persons to be the Attorney or
Attorneys of the Company, for such purposes and with such powers,
authorities, and discretions (not exceeding those vested in or
exercisable by the Board under these presents and excluding the power
to make calls and excluding also except in the limits authorised by the
Board, the power to make loans and borrow moneys) and for such period
and subject to such conditions as the Board may from time to time think
fit, and any such appointment may (if the Board thinks fit) be made in
favour of the members of any local board, established as aforesaid or
in favour of any company or the shareholders, directors, nominees or
managers of any company or firm or otherwise in favour of any
fluctuating body of persons whether nominated directly, or indirectly
by the Board and any such Power of Attorney may contain such powers for
the protection or convenience of persons dealing with such Attorneys as
the Board may think fit, and may contain Powers enabling any such
delegates or Attorneys as aforesaid to sub-delegate all or any of the
Powers, authorities and discretions for the time-being vested in them.
TO NEGOTIATE
22) Subject to Section 294 and 297 of the Act for or in relation to any of
the matters aforesaid or otherwise for the purposes of the Company to
enter into all such negotiations and contracts and rescind and vary all
such contracts, and execute and do all such acts, deeds and things in
the name and on behalf of the Company as they may consider expedient.
TO MAKE AND VARY REGULATIONS
23) From time to time make, vary or repeal bye-laws for the regulation of
the business of the Company, its officers and servants.
32
AMENDMENTS TO ACCOUNTS
24) The director shall, if they consider it to be necessary and in
the interest of the company, be entitled to amend the Audited
Accounts of the company of any financial year which have been
laid before the Company in General Meeting. The amendments to
the Accounts effected by the directors in pursuance of this
Article shall be placed before the members in General Meeting
for their consideration and approval.
TO FORMULATE SCHEMES, ETC.
25) The directors may formulate, create, institute or setup such
schemes, trusts, plans or proposals as they may deem fit for
the purpose of providing incentive to the officers, employees
and workers of the company, including without limiting the
generality of the foregoing, formulation of schemes for the
subscription by the officers, employees and workers to shares
in, or debentures of, the company.
SIGNING OF CHEQUES
144. All cheques, promissory notes, drafts, bills of exchange, and other
negotiable instruments, and all receipts for moneys paid by the
company, shall be signed, drawn, accepted or otherwise executed as the
case may be, in such manner as the directors shall from time to time by
resolution determine.
FOREIGN REGISTER
145. The company may exercise the powers conferred upon the company by
Sections 157 and 158 of the Act with regard to the keeping of branch
registers of members or debenture holders residing in any State or
Country outside India, and the directors may (subject to the provisions
of those Sections) make and vary such Regulations as they may think fit
respecting the keeping of any such register.
DECLARATION OF SECRECY
146. Every director including Managing, Wholetime, Debenture or Special
Director, Manager, Secretary, Treasurer, Trustees for the time being of
the company, member or Debenture holder, member of a committee,
officer, servant, agent, accountant or any other person employed in or
about the company business shall if so required by the Board of
Directors before entering upon his duties, sign a declaration pledging
himself to observe strict secrecy respecting all transactions of the
company with its customers and the state of accounts with individuals
and all manufacturing, technical and business information of the
company, except when required so to do by the Board or by any meeting
or by a Court of law and except so far as may be necessary in order to
comply with any of the provisions in these Articles contained.
SECRECY OF WORKS AND INFORMATION
147. No member or other person (not being a director) shall be entitled to
visit or inspect any works of the company without the permission of the
directors or to require discovery of any information concerning the
business trading or customers of the Company, or any matter which is or
may be in the nature of a trade secret, mystery of trade, secret
process, or any other matter which may relate to the conduct of the
business of the Company and which in the opinion of the Directors, it
would be inexpedient in the interest of the Company to disclose.
33
PROHIBITION OF SIMULTANEOUS APPOINTMENT OF MANAGING DIRECTOR AND
MANAGER
148. The Company shall not appoint or employ at the same time more than one
of the following categories of management personnel namely:
a. Managing Director and
b. Manager
SECRETARY
149. The Directors shall from time to time appoint a Secretary and at their
discretion remove any such Secretary to perform any functions, which by
the Act are to be performed by the Secretary and to execute any other
ministerial or administrative duties, which may from time to time be
assigned to the Secretary by the Directors. The Director may also at
any time appoint any person or persons (who need not be the Secretary)
to keep the registers required to be kept by the Company.
THE SEAL, ITS CUSTODY AND USE
150. a. The Board shall provide a Common Seal for the purposes of the
Company and shall have power from time to time to destroy the
same and substitute a new seal in lieu thereof and the Board
shall provide for the safe custody of the Seal for the time
being and the Seal shall never be used except by the authority
of the Board or a Committee of the Board previously given.
b. The Company shall also be at liberty to have an official Seal
in accordance with Section 50 of the Act, for use in any
territory, district or place outside India.
DEED HOW EXECUTED
151. Every Deed Or Other instrument, to which the Seal of the Company is
required to be affixed, shall unless the same is executed by a duly
constituted attorney be signed by one Director or some other person
appointed by the Board for the purpose provided that in respect of the
Share Certificate the Seal shall be affixed in accordance with Rule 6
of the Companies (Issue of Share Certificates) Rules, 1960.
DIVISION OF PROFITS
152. The profits of the Company, subject to any special rights relating
thereto created or authorised to be created by these Articles, shall be
divisible among the Members in proportion to the amount of capital
paid-up or credited as paid-up and to the period during the year for
which the capital is paid-up on the shares held by them respectively.
THE COMPANY IN GENERAL MEETING MAY DECLARE DIVIDENDS
153. Subject to the provisions of Section 205 of the Companies Act, 1956 the
Company in General Meeting may declare dividends, to be paid to its
Members according to their respective rights but no dividends shall
exceed the amount recommended by the Board, but the Company in General
Meeting may declare a smaller dividend.
INTERIM DIVIDEND
154. The Board may, from time to time, pay to the members such interim
dividend as in their judgement the position of the Company justifies.
34
CAPITAL PAID-UP IN ADVANCE CARRYING INTEREST NOT TO EARN DIVIDEND
155. Where capital is paid in advance of calls, such capital may carry
interest but shall not be in respect thereof confer a right to dividend
or participate in profits.
DIVIDEND TO BE PAID PRO-RATA
156. a. Subject to the rights of persons, if any, entitled to shares
with special rights as to dividends, all dividends shall be
declared and paid according to the amounts paid or credited as
paid on the shares in respect whereof dividend is paid but if
and so long as nothing is paid upon any shares in the Company,
dividends may be declared and paid according to the amounts of
the shares.
b. No amount paid or credited as paid on shares in advance of
calls shall be treated for the purpose of this regulation as
paid on shares.
c. All dividends shall be apportioned and paid proportionately to
the amounts paid or credited as paid on the shares during any
portion or portions of the period in respect of which the
dividend is paid, but if any shares is issued on terms
providing that it shall rank for dividend as from a particular
date such shares shall rank for dividend accordingly.
RETENTION OF DIVIDENDS UNTIL COMPLETION OF TRANSFER UNDER ARTICLE 62
157. The Board may retain the dividends payable upon shares in respect of
which any person is, under Article 62 entitled to become a Member,
which any person under that Article is entitled to transfer, until such
person shall become a member in respect of such shares or shall duly
transfer the same.
DIVIDEND, ETC. TO JOINT-HOLDERS
158. Any one of the several persons who are registered as the joint-holders
of any share may give effectual receipts for all dividends or bonus and
payment on account of dividends or bonus or other moneys payable in
respect of such shares.
NO MEMBER TO RECEIVE DIVIDEND WHILST INDEBTED TO THE COMPANY AND
COMPANY'S RIGHT TO REIMBURSEMENT THEREOF
159. No member shall be entitled to receive payment of any interest or
dividend in respect of his share or shares, whilst any money may be due
or owing from him to the Company in respect of such share or shares or
otherwise howsoever either alone or jointly with any other person or
persons; and the Board may deduct from the interest or dividend payable
to any member all sums of money so due from him to the Company.
TRANSFER OF SHARES TO BE REGISTERED
160. A transfer of shares shall not pass the right to any dividend declared
thereon before the registration of the transfer.
MANNER OF PAYMENT OF DIVIDEND
161. Unless otherwise directed, any dividend may be paid by cheque or
warrant or by a pay slip or receipt having the force of a cheque or
warrant sent through the post to the registered address of member or
person entitled or in case of joint holder to that one of them first
named in the Register in respect of joint holder. Every such cheque or
warrant shall be made
35
payable to the order of the person to whom it is sent. The company
shall not be responsible for any cheque or warrant or pay slip or
receipt lost in transmission or for any dividend lost to the member or
person entitled thereto by the forged signature of any pay slip or
receipt or the fraudulent recovery of the dividend by any other means.
INTEREST ON DIVIDENDS
162. No unpaid dividend shall bear interest as against the Company. No
unclaimed dividend shall be forfeited by the Board unless the claim
thereto becomes barred by law and the Company shall comply with all the
provisions of Section 205A of the Act in respect of unpaid or unclaimed
dividend.
DIVIDEND AND CALL TOGETHER
163. Any General Meeting declaring a dividend may on the recommendation of
the Directors make a call on the Members of such amount as the meeting
fixes, but so that the call on each member shall not exceed the
dividend payable to him and so that the call may be made payable at the
same time as the dividend and the dividend may, if so arranged between
the Company and the Members, be set off against the call.
CAPITALISATION OF PROFITS
164. 1) The Company in General Meeting may, upon the recommendation of
the Board, resolve;-
a) that it is desirable to capitalise any part of the
amount for the time being standing to the credit of
any of the company's reserve accounts or to the
credit of the profit and loss account, or otherwise
available for distribution; and
b) that such sum be accordingly set free for
distribution in the manner specified in clause (2)
amongst the members who would have been entitled
thereto, if distributed by way of dividend and in the
same proportions.
2) The sum aforesaid shall not be paid in cash but shall be
applied, subject to the provisions contained in clause (3),
either in or towards:-
i) paying up any amounts for the time being unpaid on
any shares held by such member respectively;
ii) paying up in full, unissued shares of the company to
be allotted and distributed, credited as fully paid
up to and amongst such members in the proportions
aforesaid; or
iii) partly in the way specified in sub-clause (i) and
partly in that specified in sub-clause(ii).
3) A share premium account and a capital redemption reserve
account may, for the purpose of this Regulation, only be
applied in the paying up of unissued shares to be issued to
members of the company as fully paid bonus shares.
4) The Board shall give effect to the resolution passed by the
Company in pursuance of this Regulation.
165. 1) Whenever such a resolution as aforesaid shall have been
passed, the Board shall:-
36
a) make all appropriation and application of the
undivided profits resolved to be capitalised thereby,
and all allotments and issues of fully paid shares,
if any; and
b) generally do all acts and things required to give
effect thereto.
2) The Board shall have full power:-
a) to make such provision, by the issue of fractional
certificates or by payment in cash or otherwise, as
it thinks fit, for the case of shares or debentures
becoming distributable in fraction; and also
b) to authorise any person to enter, on behalf of all
the members entitled thereto, into an agreement with
the Company providing for the allotment to them
respectively, credited as fully paid up, of any
further shares to which they may be entitled upon
such capitalisation or (as the case may require) for
the payment of by the company on their behalf by the
application thereto of their respective proportion of
the profits resolved to be capitalised, of the
amounts or any part of the amounts remaining unpaid
on their existing shares.
3) Any agreement made under such authority shall be effective and
binding on all such members.
BOARD REPORT
166. There shall be attached to every such balance sheet a report of the
Board as to the state of the Company's affairs and as to the amounts,
if any, which it proposes to carry to any reserves in such balance
sheet and the amount, if any, which it recommends should be paid by way
of dividend, and material changes and commitments, if any, affecting
the financial position of the Company which have occurred between the
end of the financial year of the company to which the balance sheet
relates and the date of the report. The Board's report shall so far as
is material for the appreciation of the state of the Company's affairs
by its members and will not in the Board's opinion be harmful to the
business of the company or any of its subsidiaries, deal with any
changes which have occurred during the financial year in the nature of
the Company's business, in the Company's subsidiaries or in the nature
of the business carried on by them and generally in the classes of
business in which the company has an interest and any other information
as may be required by Section 217 of the Act. The Board shall also give
the fullest information and explanations in its report aforesaid or in
an addendum to that report, on every reservation, qualification or
adverse remark contained in the auditor's report. The Board's report
and any addendum thereto shall be signed by its Chairman if he is
authorised in that behalf by the Board; and when he is not so
authorised, shall be signed by not less than two Directors.
SIGNING OF BALANCE SHEET
167. The profit and loss account and balance sheet shall be signed by the
Secretary if any, and by not less than two Directors, one of whom shall
be a Managing Director if there is one provided that if there is only
one Director present in India at the time, the profit and loss account
and balance sheet shall be signed by such Director but in such a case
there shall be attached to the profit and loss account and balance
sheet a statement signed by such Director explaining the reason for
non-compliance with the aforesaid provision requiring the signature of
Directors. The profit and loss account shall be annexed to the balance
sheet and the auditor's report (including the auditor's separate,
special or supplementary report, if any), shall be attached thereto,
and such report shall be read before the Company in general meeting and
shall be open to inspection by any member.
37
RIGHTS OF MEMBERS TO COPIES OF BALANCE SHEETS AND AUDITOR'S REPORT
168. The Company shall comply with the requirement of Section 219 of the
Act.
DOCUMENTS AND NOTICES
SERVICE OF DOCUMENTS OR NOTICES ON MEMBERS BY THE COMPANY
169. A document or notice may be served or given by the Company on any
member either personally or by sending it by post to him to his
registered address, or (if he has no registered address in India) to
the address supplied by him to the Company for serving documents or
notices on him.
MANNER OF SERVICE OF DOCUMENTS OR NOTICES
170. Where a document or notice is sent by the post, service of the document
or notice shall be deemed to be effected by properly addressing,
prepaying and posting a letter containing the documents or notice,
provided that where a member has intimated to the Company in advance
that documents or notices should be sent to him under a certificate of
posting or by registered post with or without acknowledgement due and
has deposited with the Company a sum sufficient to defray the expenses
of doing so, service of the document or notice shall not be deemed to
be effected unless it is sent in the manner intimated by the Member and
such service shall be deemed to have been effected in the case of
notice of a Meeting at the expiration of forty-eight hours after the
letter containing the document or notice is posted and in any other
case at the time of which the letter would be delivered in the ordinary
course of post.
BY ADVERTISEMENT
171. A document or notice advertised in a newspaper circulating in the city
in which the office of the Company is situated shall be deemed to be
duly served or sent on the day on which the Advertisement appears on or
to every Members who has no registered address in India and has not
supplied to the Company an address within India for the serving of
documents on or the sending of notice to him.
ON PERSONAL REPRESENTATIVES, ETC.
172. A document or notice may be served or given by the Company on or to
persons entitled to a share in consequence of the death or insolvency
of a member by sending it through the post in a prepaid letter
addressed to them by name or by the title of representative of the
deceased, or assignee of the insolvent or by any like description, at
the address (if any) in India supplied for the purpose by the persons
claiming to be so entitled or (until such an address) has been so
supplied by serving the documents or notice in any manner in which the
same might have been given if the death or insolvency had not occurred.
ON JOINT-HOLDERS
173. A document or notice may be served or given by the Company to the joint
holders of share by serving or giving the document or notice on or to
the joint holder named first in the register of members in respect of
the share.
38
TO WHOM DOCUMENT OR NOTICES MUST BE SERVED OR GIVEN
174. Documents or notices of every General Meeting shall be served or given
in some manner hereinbefore authorised on or to (a) every Member, (b)
every person entitled to a share in consequence of the death or
insolvency of a member and (c) the Auditor/s for the time being of the
Company.
MEMBERS BOUND BY DOCUMENTS OR NOTICES SERVED ON OR GIVEN TO PREVIOUS
HOLDERS
175. Every person, who, by operation of law, transfer or other means
whatsoever, shall become entitled to any share shall be bound by every
document or notice in respect of such share, which prior to his name
and address being entered on the Register of Members, shall have been
duly served on or given to the person from whom he derives his title to
such share.
DOCUMENTS OR NOTICES BY COMPANY AND SIGNATURE THEREOF
176. Any document or notice to be served or given by the Company may be
signed by a Director or some person duly authorised by the Board of
Directors for such purposes and the signature thereto may be written,
printed or lithographed.
SERVICE OF DOCUMENTS OR NOTICE BY MEMBER
177. All documents or notices to be served or given by Members on or to the
Company or any officer at the office by post under a Certificate of
Posting or by Registered Post, or by leaving it at the office.
WINDING UP
DISTRIBUTION OF ASSETS
178. The Liquidator on any winding up (whether voluntary and supervision or
compulsory) may with the sanction of a Special Resolution, but subject
to the rights attached to any preference share capital, divide among
the contributories in specie any part of the assets of the Company and
may, with the like sanction, vest any part of the assets of the Company
in trustees upon such trusts for the benefit of the contributors, as
the liquidator, with the like sanction shall think fit.
INDEMNITY AND RESPONSIBILITY
OFFICER'S AND OTHERS RIGHT TO INDEMNITY
179. Every officer or agent for the time being of the Company shall be
indemnified out of the assets of the Company against all liability
incurred by him in relation to the business of the company in defending
any proceedings 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 Section 633 of the Act in which relief is granted to
him by the Court.
DIRECTORS, MANAGERS ETC. NOT LIABLE FOR ACTS OF OTHERS
180. Subject to provisions of Section 201 of the Act no Director, Manager or
other Officer of the Company shall be liable for the act, receipts,
neglects of any other director or officer or for joining in any
receipts 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, for and on
behalf of the company or for the insufficiency or deficiency of any
39
security in or upon which any of the moneys of the company shall be
invested or for any loss or damage arising from bankruptcy, insolvency
or tortious act of any person with whom any moneys, securities, or
effects shall be deposited or for any loss occasioned by an error of
judgement or oversight on his part, or for any other loss, damages or
misfortunes whatever which shall happen in the execution of the duties
of this officer or in relation thereto unless the same happens through
his own dishonesty.
We the several persons whose names and address are subscribed below are
desirous of being formed into a Company in pursuance of this Articles of
Association and we respectively agree to take the number of shares in the
Capital of the Company set opposite to our respective names.
- ----------------------------------------------------------------------------------
Signature, Name, Address, Number of Equity Signature, Name, Address,
description and occupation of Shares taken by each description and occupation
Subscribers Subscriber of Witness
- ----------------------------------------------------------------------------------
Nagavara Ramarao Narayana Murthy 1
(Son of Nagavara Ramarao) (One equity)
Flat 6, Padmanabhan Apartment,
1126/2, Shivajinagar,
Pune - 411 016.
Consultant
Nadathur Srinivasa Raghavan 1
(Son of N. Sarangapani) (One equity)
5, 'Ravikripa', Station Road,
Matunga (C. R.),
Bombay - 400 019.
Consultant
Senapathy Gopalakrishnan 1 VIPUL DEVENDRA
(Son of P. G. Senapathy) (One equity) KINKHABWALA
Krishna Vihar, Kalapalayam Lane, (S/o Devendra Vithaldas
Pathenchanthai, Kinkhabwala)
Trivandrum - 695 001. 14, Thakurdwar Road,
Zaveri Building, Bombay -
400 - 002
Service
Consultant
Nandan Mohan Nilekani 1
(Son of M. R. Nilekani) (One equity)
37, Saraswatput,
Dharwar - 580 002.
KARNATAKA
Consultant
--------------------
4
(Four equity)
- --------------------------------------------------------------------------------
Dated this 15th day of June 1981.