Free English translation of co-ordinated articles of association of New Holland
Tractor Limited NV as deposed with the clerk of the Commercial Court of Antwerp
on 13/02/2001
Exhibit 3.25
CO-ORDINATED ARTICLES OF ASSOCIATION
"NEW HOLLAND TRACTOR Limited", naamloze vennootschap
TITLE I: INTRODUCTORY STIPULATIONS
1. The name of the company is "New Holland Tractor Ltd", preceded or followed
by the words "naamloze vennootschap" or by the abbreviation "NV"'.
2. The registered office of the company will be situated in England.
The head office/office of actual management is located in 2030 Antwerpen,
Wilmarsdonksteenweg 32, as a result of the decision of the extraordinary
shareholders' meeting held on 26 March 1998, ratified by a resolution
adopted by the extraordinary general meeting held on 1 April 1998.
3. The objectives for which the Company is established are:
a) To carry on all or any of the businesses of manufacturers,
assemblers, and dealers of and in tractors and parts and accessories
therefor, and proprietors, makers, manufacturers, assemblers,
equippers, vendors, agents, dealers, letters on hire and repairers
of, for and in every kind of mechanically-driven vehicle and means
of transport, traction or conveyance, agricultural machinery and
equipment, machines and machinery of every description, and all
parts and accessories of every kind in connection with each and all
of the foregoing; to acquire, construct, lay down, establish, fix
and carry out all necessary works for such purposes; to open shops,
works, factories, or depots for the manufacture, sale, repair or
exhibition of mechanically-driven vehicles and means of transport,
traction and conveyance and machinery of every description; to
manufacture, sell, deal in, let on hire and repair motors, dynamos
and engines of all descriptions, parts thereof, and castings of
every description, and wheels, rims, tyres, screens, horns, pumps,
lamps, sparking plugs, batteries, accumulators, burning and
lubricating oils, grease, petrol and other spirits, and all
accessories, appurtenances, apparatus, articles and things used or
likely to be required in connection with any of the before mentioned
businesses, or by any of the customers of the company.
(aa) To provide services to and on behalf of affiliated New Holland
companies whether or not related to the other objectives set forth
in this clause.
b) To construct, acquire, equip, work, develop, administer, manage,
carry on, control, turn to account and deal in works services and
conveniences (public or otherwise) of all kinds, including railways,
tramways and other means of transport and conveyance, docks,
harbours, piers, wharves, canals, waterways, reservoirs,
embankments, irrigations, reclamation, improvement, sewage,
drainage, sanitary, water; lighting and heating, telephonic and
telegraphic and power supply works, hotels, restaurants, theatres,
cinemas, and other places of amusement, entertainment and education,
markets, warehouses, public buildings, and all the works or
conveniences of public or general utility.
c) To take over and carry on as a going concern any business or
undertaking, and all or any of its assets and liabilities, which
can, in the opinion of the Board of Directors, be advantageously
carried on by the Company in connection with or as ancillary to any
of its objects, and to subscribe for, take, purchase or otherwise
acquire and hold shares, stock or other interests in or securities
of any company having any objects or carrying on any business
similar to any of the objects or businesses of this Company.
d) To undertake all kinds of financial operations and transactions,
including guarantee and indemnity services, to promote and form or
assist in promoting and forming, and to negotiate, arrange, make or
give loans, advances, money and credits to or for any companies,
associations and undertakings whatsoever.
e) To purchase, take or lease or in exchange, hire or otherwise acquire
and hold for any estate or interest, any lands, buildings,
easements, rights, privileges, concessions, patents, licence, plant,
stock-in-trade and any other real and personal property of any kind
necessary or convenient for the furtherance of any of the objects
hereon specified.
f) To search, prospect, examine and explore mines and land supposed to
contain minerals or precious stones or rare earths, and to search
for and obtain information in regard to mines, and to carry on the
business of miners, metallurgists, mine and quarry owners, engineers
and founders, and workers, and dealers in metals and minerals of all
kinds.
g) To erect, construct, lay down, enlarge, alter and maintain any
buildings, works and machinery necessary or convenient for any of
the objects aforesaid.
h) To borrow or raise or secure the payment of money for the purposes
of the Company's business, and with a view thereto to mortgage and
charge the undertaking and all or any of the real and personal
property, present or future, and all or any of the uncalled capital
for the time being of the Company, and to issue at par or at premium
or discount, debentures or debenture stock payable to bearer or
otherwise, and either permanent or redeemable, and collaterally or
further to secure any securities of the Company by a trust deed or
other assurance.
i) To issue and deposit any securities which the Company has power to
issue by way of mortgage to secure any sum less than the nominal
amount of such securities, and also by way of security for the
performance of any contracts or obligations of the Company.
j) To receive money on deposit or loan upon such terms as the Company
may approve, and to guarantee the debts and contracts of customers
and others.
k) To make advances to customers and others with or without security
and upon such terms as the Company may approve.
l) To make, accept, endorse, discount and execute promissory notes,
bills of exchange and other negotiable instruments.
m) To invest and deal with the moneys of the Company not immediately
required upon such securities and in such manner as may from time to
time be determined.
n) To pay for any property or rights required by the Company, either in
cash or shares, with or without preferred or deferred rights in
respect of dividend or repayment of capital or otherwise, or by any
securities which the Company has power to issue, or partly in one
mode and partly in another, and generally on such terms as the
Company may determine.
o) To remunerate any person or company for services rendered or to be
rendered in placing or assisting to place any of the shares or
debentures or other securities of the Company, or in or about the
formation or promotion of the Company or the conduct of its business
and to pay the preliminary expenses of the Company.
p) To accept payment for any property or rights sold or otherwise
disposed of or dealt with the Company, either in cash, by
instalments or otherwise, or on shares of any company or corporation
with or without deferred or preferred rights in respect of dividend
or repayment capital otherwise, or by means of a mortgage or by
debentures or debenture stock of any company or corporation, or
partly in one mode and partly in another, and generally on such
terms as the Company may determine, and to hold, deal with or
dispose of any consideration so received.
q) To enter into partnership or any arrangement for sharing profits,
union of interests or co-operation with any company, firm or person
carrying on or proposing to carry on any business within the objects
of this Company, and to acquire and hold shares, stock or securities
of any such company.
r) To establish or promote or concur in establishing or promoting any
other company or concern whose objects shall include the acquisition
and taking over of all or any of the assets and liabilities of or
shall be in any manner calculated to advance directly or indirectly
the objects or interests of this Company, and to acquire and hold
shares, stock or securities of and to guarantee the payment of the
dividends or capital of any shares or stock or the interest or
principal of any securities issued by or any other obligation of any
company or concern, established or promoted by this Company or in
which this Company may be interested.
s) To sell, improve, manage, develop, turn to account, exchange, let on
rent, royalty, share of profits or otherwise, grant licences,
easements and other rights in respect of, and in any other manner
deal with or dispose of the undertaking of the Company or any part
thereof, or all or any of the property for the time being of the
Company and for any consideration, whether in cash or in shares
(fully or partly paid), debentures, debenture stock or other
interests nor securities of any company or otherwise.
t) To amalgamate with any other company whose objects are or include
objects similar to those of this Company, whether by sale or
purchase (for full or partly paid up shares or otherwise) of the
undertaking, subject to the liabilities of this or any such other
company as aforesaid, with or without winding up or by purchase (for
fully or partly paid up shares or otherwise) of all the shares or
stock of any such other company, or in any other manner.
u) To apply for, promote and obtain any Act of Parliament, Provisional
Order or Licence of the competent Authorities for enabling the
Company to carry any of its objects into effect or for effecting any
modification of the Company's constitution, or for any other purpose
which may seem expedient and to oppose any proceedings or
applications which may seem calculated directly or indirectly to
prejudice the Company's interests.
v) To distribute among the Shareholders in specie any property of the
Company.
w) To do all or any of the above things in any part of the world, and
either as principals, agents, trustees, contractors or otherwise,
and either alone or in conjunction with others, and either by or
through agents, sub-contractors, trustees or otherwise, and to do
all such other things as are incidental or conducive to the above
objects or any of them: it being hereby declared that the word
"company" in this clause (except where used in reference to this
Company) shall be deemed to include any partnership or other body of
persons, whether incorporated or not incorporated, and wherever
domiciled and so that the objects specified in the different
paragraphs of this clause shall, except where otherwise expressed in
such paragraphs, be in no wise limited or restricted by reference to
or inference from the terms of any other paragraph or the name of
the Company. Provided always that nothing in this clause
shall authorise the Company to carry on any of the following
businesses:
i) the business of banking;
ii) a business consisting wholly or mainly of the lending of money
or the provision of the capital or credit facilities required
for entering into hire purchase agreements with the public;
iii) the business of dealing in securities;
iv) insurance business of any kind;
v) the business of shipping or the business of air transport or
the business of chartering ships or aircraft for use by
others.
4. The liability of the Shareholders is limited.
5. The company was established at the moment of its incorporation under
British law, namely on the third of July nineteen hundred and sixty-three,
for an unlimited period of time.
6. The company's share capital is fixed at six million eighty-four thousand
one hundred British pounds ((pound) 6,084,100), convertible into Belgian
francs on the basis of the exchange rate applied by the Belgian national
bank on the first of April nineteen hundred and ninety-eight, and is
represented by six million eighty-four thousand one hundred (6,084,100)
shares with voting right, with a nominal value of one British pound
((pound) 1) each, convertible into Belgian francs on the basis of the
above-mentioned exchange rate.
By means of a decision of the annual meeting held on 19/05/2000, in line
with the law of 30/10/1998 regarding the implementation of the euro, the
share capital was converted in to euros, with effect as of 19/05/2000 as
follows:
Share capital in Belgian franks: 388,530,629
Share capital in Euro: 9,631,500
Seeing as the direct conversion of the share capital to euro would result
in an amount of 9,613,423 Euro, it was decided to slightly increase the
share capital by 77 Euro. This capital increase was obtained by
incorporation of reserves for an amount of 77 Euro.
TITLE II.
In general
7. In these Articles, if not inconsistent with the subject or context, the
words standing in the first column of the table next hereinafter contained
shall be bear the meanings set opposite to them respectively in the second
column thereof.
WORDS MEANINGS
The Act The UK Companies Act, the Belgian law on trading companies and each
modification of these laws.
These
Articles These Articles of Association as originally framed or as
from time to time altered by Special Resolution.
Seal The Common Seal of the Company.
Dividend Dividend and/or bonus.
Paid up Paid up and-or credited as paid up.
In writing Written or produced by any substitute for writing or partly one and
partly another.
Member Shareholder
The expression "'Secretary" shall (subject to the provisions of the Act) include
an assistant or deputy Secretary, and any person appointed by the Directors to
perform any of the duties of the Secretary, including a joint, assistant or
deputy Secretary.
Save as aforesaid, any words or expressions defined in the Act shall, if no
inconsistent with the subject or context, bear the same meaning in these
Articles.
8. Subject to the provisions of the Act and without prejudice to any special
rights for the time being conferred on the holders of any shares or class
of shares any share in the Company (whether forming par of the original
capital or not) may be issued with such preferred, deferred or other
special rights, or such restrictions, whether in regard to dividend,
return of capital, voting or otherwise as the Company may from time to
time by Special Resolution of the Extraordinary General Meeting determine.
9. Subject to the provisions of the Act, shares may be issued which are to be
redeemed or are to be liable to be redeem at the opinion of the Company or
the holder on such manner as may be provided by these Articles.
10. The special rights conferred upon the holders of any shares or class of
shares issued with preferred or other special rights shall not (unless
otherwise expressly provided by the conditions of issue of such shares) be
deemed to be varied by the creation or issue of further shares ranking
pari passu therewith or subsequent thereto.
Authorised capital
11. The board of directors is authorised to increase the company's capital on
the dates and under the conditions laid down by the board, in one go or on
several occasions, by an amount of twenty-seven million four hundred and
thirty-nine thousand nine hundred ((pound) 27,439,900) British pounds, or
by the equivalent of this amount in Belgian francs, converted on the basis
of the exchange rate applied by the Belgian National Bank on the first of
April nineteen hundred and ninety-eight.
This power is valid during a period of five years, starting on the first
of April nineteen hundred and ninety-eight. This five-year period is
renewable.
The increase of capital can be done by means of a subscription in cash, by
means of a subscription in kind, within the legal limits, or by an
incorporation of reserves, either available or not, or of share premium
with or without issue of shares, either preference shares or not, with or
without voting rights, with or without warrant.
The board of directors can, in accordance with the law and in the interest
of the company, restrict or cancel the preferential right, even in favour
of one or several specific persons which are not staff members of the
company or of its subsidiaries. The board of directors can stipulate that,
in case of issue of new shares, the existing shareholders are given a
preferential right; in this case the subscription period must be ten days.
Shares
12. In addition to all other powers of paying commissions, the company (or the
Directors on behalf of the Company) may exercise the powers conferred by
the Act of applying shares or capital moneys in paying commissions to
persons subscribing or procuring subscriptions for shares of the Company,
or agreeing so to do, whether absolutely or conditionally. The Company (or
the Directors on behalf of the Company) may also, on any issue of shares,
pay such brokerage as may be lawful
13. No person shall be recognised by the Company as holding any share upon any
trust, and the Company shall not be bound by or recognise any equitable,
contingent, future or partial interest in any share, or any interest in
any fractional part of a share, or (except only as by these Articles
otherwise provided or as by law required) any other right in respect of
any share, except an absolute right to the entirety thereof in the
registered holder.
14. Every person whose name is entered as a Shareholder in the Register of
Shareholders shall be entitled without payment to one certificate for all
his shares of each class, upon payment of such reasonable sum, as the
Directors may from time to time determine, to several certificates, each
for one or more shares. Provided that a Shareholder who has transferred
some only of the shares comprised in a certificate shall be entitled
without payment to a certificate for the balance of such shares. Every
certificate shall be issued within two months after allotment or the
lodgement with the Company of the transfer of the shares unless the
conditions of issue of such shares otherwise provide and shall be under
the Seal and shall specify the number and class and distinguishing numbers
of the shares to which it relates and the amount paid up thereon. The
Company shall not be bound to register more than four persons as the joint
holders of any share (except in case of executors or trustees of a
deceased Shareholder) and in the case of a share held jointly by several
persons, the company shall not be bound to issue more than on certificate
thereof, and delivery of a certificate for a share to one of several joint
holders shall be sufficient delivery to all.
15. If a share certificate be worn out, defaced, lost or destroyed, it may be
renewed free of charge and all such terms (if any) as to evidence and
indemnity as the Directors think fit. In case of loss or destruction, the
Shareholder to whom such renewed certificate is given shall also bear and
pay to the Company all expenses incidental to the investigation by the
Company of the evidence of such loss or destruction and to such indemnity.
16. The provisions of the last two foregoing Articles shall, with all
necessary modifications and adaptations, apply to debentures and
certificates of debenture stock as they apply to certificates of shares.
Lien
17. The Company shall have a first and paramount lien on every share (whether
fully paid or not) for all moneys, whether recently payable or not, called
or payable at a fixed time in respect of such share; and the Company shall
also have a first and paramount lien on all shares standing registered in
the name of a Shareholder (whether solely or jointly with others) for all
the debts and liabilities of such Shareholder or his estate to the
Company, and that whether the same shall have been incurred before or
after notice to the Company of any equitable or other interest in any
person other than such Shareholder and whether the period for payment or
discharge of the same shall have actually arrived or not, and
notwithstanding that the same are joint debts or liabilities of such
Shareholder or his estate and any other person, whether a Shareholder of
the Company or not. The Company's lien (if any) on a share shall extend to
all dividends or other moneys payable on or in respect of the share. The
Directors may resolve that any share shall for some specified period be
exempt from the provisions of this Article. The pledging of its own shares
by the company itself or by a person acting in his own name but for
account of the company can only be carried out with observance of the
procedure provided for by law.
18. The Company may sell, in such manner as the Directors think fit, any
shares on which the Company has a lien, but no sale shall be made unless
some sum in respect of which the lien exists is presently payable, nor
until the expiration of fourteen days after a notice in writing, stating
and demanding payment of the sum presently payable, any giving notice of
intention to sell in default, shall have been served on the holder for the
time being of the shares or the person entitled by reason of his death or
bankruptcy.
19. The net proceeds of such sale, after payment of the costs of such sale,
shall be applied in
or towards payment of satisfaction of the debt or liability in respect
whereof the lien exists, so far as the same is presently payable, and any
residue shall (subject to a like lien for debts or liabilities not
presently payable as existed upon the shares prior to the sale) be paid to
the person entitled to the shares at the time of the sale. For giving
effect to any such sale the Directors may authorise some person to
transfer the shares sold to the purchaser thereof. The purchaser shall be
registered as the holder of the shares so transferred and he shall not be
bound to see to the application of the purchase money nor shall his title
to the shares be affected by any irregularity or invalidity in the
proceedings in reference to the sale.
Call for payment of shares
20. The Directors may from time to time make calls upon the Shareholders in
respect of any moneys unpaid on their shares (whether on account of the
amount of the shares or by way of premium), provided that (except as
otherwise fixed by the conditions of application or allotment) no call on
any share shall be payable at less than fourteen days from the date fixed
for the payment of the last preceding call, and each Shareholder shall
(subject to being given at least fourteen days' notice specifying the time
or times and place of payment) pay to the Company at the time or times and
place of payment) pay to the Company at the time or times and place so
specified the amount called on this shares. A call may be payable by
instalments. A call may be revoked or postponed as the Directors may
determine. A person upon whom a call is made shall remain liable for calls
made upon him notwithstanding the subsequent transfer of the shares in
respect whereof the call was made.
21. A call shall be deemed to have been made at the time when the resolution
of the Directors authorising the call was passed.
22. The joint holders of a share shall be jointly and severally liable to pay
all calls in respect thereof.
23. If a sum called in respect of a share is not paid before or on the day
appointed for payment thereof, the person from whom the sum is due shall
pay interest on the sum of the day appointed for payment thereof to the
time of actual payment at the rate of 10 per cent per annum or at such
less rate as the Directors may agree to accept, but the Directors shall be
at liberty to waive payment of such interest wholly or in part.
24. Any sum which by the terms of issue of a share becomes payable upon
allotment or at any fixed date, whether on account of the amount of the
share or by way or premium, shall for the purposes of these Articles be
deemed to be a call duly made and payable on the date an which, by the
terms of issue, the same becomes payable, and in the case of non-payment
all the relevant provisions of these Articles as to payment of interest,
forfeiture or otherwise, shall apply as if such sum had become payable by
virtue of a call duly made and notified.
25. The Directors may, if they think fit, receive from any Shareholder willing
to advance the same all or any part of the money unpaid upon the shares
held by him beyond the sums actually called up thereon as a payment in
advance of calls, and such payment in advance of calls shall extinguish,
so far as the same shall extend, the liability upon the shares in respect
of which is advanced, and upon the money so received, or so much thereof
as from time to time exceeds the amount of the calls then made upon the
shares in respect of which it has been received, the Company may pay
interest at such rate as the Shareholder paying such sum and the Directors
agree upon.
Transfer of shares
26. All transfers of shares shall be effected by transfer in writing in the
usual common form, but need not be under seal.
27. The instrument of transfer of a share shall be signed by or on behalf of
both the transferor and the transferee provided that the Directors may
dispense with the signing of the instrument of transfer by the transferee
in any case in which they think fit in their discretion to do so. The
transferor shall be deemed to remain the holder of the share until the
name of the transferee is entered in the Register of Shareholders in
respect thereof.
28. The registration of transfers may be suspended at such times and for such
periods as the Directors may from time to time determine, provided always
that such registration shall not be suspended for more than thirty days in
any year.
29. No fee shall be paid to the Company in respect of the registration of any
probate, letters of administration, certificate of marriage or death,
power of attorney or other document relating to or affecting the title of
any shares.
30. All instruments of transfer which shall be registered shall be retained by
the Company, but any instrument of transfer which the Directors may
decline to register shall (except in any case of fraud) be returned to the
person depositing the same.
31. Nothing in these Articles shall preclude the Directors from recognising a
renunciation of the allotment of any share by the allottee in favour of
some other person.
Transmission of shares
32. In case of the death of a Shareholder, the survivors or survivor where the
decreased was a joint holder, and the executors, administrators or heirs
of the deceased where he was a sole or only surviving holder, shall be the
only persons recognised by the Company as having any title to his interest
in the shares, but nothing in this Article shall release the estate of a
deceased joint holder from any liability in respect of any share jointly
held by him.
33. Any person becoming entitled to a share in consequence of the death or
bankruptcy of a Shareholder may, upon such evidence as to his title being
produced as may from time to time be required by the Directors, and
subject as hereinafter provided, elect either to be registered himself as
holder of the share or to have some person nominated by him registered as
the transferee thereof.
34. If the person so becoming entitled shall elect to be registered himself,
he shall deliver or send to the Company a notice in writing signed by him
stating that he so elects. If he shall elect to have another person
registered, he shall testify his election by executing to such person a
transfer of such share. All the limitations, restrictions and provisions
of these Articles relating to the right to transfer and the registration
of transfers of shares shall be applicable to any such notice or transfer
as aforesaid as if the death or bankruptcy of the Shareholder had not
occurred and the notice or transfer were a transfer signed by such
Shareholder.
35. A person becoming entitled to a share in consequence of the death or
bankruptcy of a Shareholder shall be entitled to the same dividends and
other advantages to which he would be entitled if he were the registered
holder of the share except that he shall not, before being registered as a
Shareholder in respect of the shares, be entitled in respect of it to
receive notice of or to attend or vote at meetings of the Company or to
exercise any rights conferred by shareholdershlp in relation to meetings
of the Company.
Forfeiture of shares
36. If a Shareholder fails to pay any call or instalment of a call on the day
appointed for payment thereof, the Directors may at any time thereafter,
during such time as any part of
such call or instalment remains unpaid, serve a notice on him requiring
payment of so much of the call or instalment as is unpaid, together with
any interest which may have accrued and any expenses incurred by the
Company by reason of such non-payment.
37. The notice shall name a further day (not earlier than fourteen days from
the date of service thereof) on or before which and the place where the
payment required by the notice is to be made, and shall state that in the
event of non-payment at or before the time and at the place appointed the
shares on which the call was made will be liable to be forfeited.
38. If the requirements of any such notice as aforesaid are not complied with,
any share in respect of which such notice has been given may at any time
thereafter, before payment of all calls and interest due in respect
thereof has been made, be forfeited by a resolution of the Directors to
that effect and such forfeiture shall include all dividends which shall
have been declared on the forfeited shares and not actually paid before
the forfeiture.
39. Subject to the provisions of the Act, a forfeited share shall become the
property of the Company and may be sold, re-allotted or otherwise disposed
of, either to the person who was before forfeiture the holder thereof or
entitled thereto, or to any other person, upon such terms and in such
manner as the Directors shall think fit including the remission of the
whole or any part of the interest made payable by the next succeeding
article, and at any time before a sale, re-allotment or disposition the
forfeiture may be cancelled on such terms as the Directors think fit. The
Directors may, if necessary, authorise some person to transfer a forfeited
share to any other person as aforesaid.
40. A Shareholder whose shares have been forfeited shall cease to be a
Shareholder in respect to the forfeited shares, but shall not withstanding
the forfeiture remain liable to pay to the Company all moneys which at the
date of forfeiture were presently payable by him to the Company in respect
of the shares, with interest thereon at 10 per cent per annum from the
date of forfeiture until payment, and the Directors may enforce payment
without any allowance for the value of the shares at the time of
forfeiture.
41. A statutory declaration in writing that the declarant is a Director
Secretary of the Company, and that the share has been duly forfeited on a
date stated in the declaration, shall be conclusive evidence of the facts
herein stated as against all persons claiming to be entitled to the share,
and such declaration and the receipt of the company for the consideration
(if any) given for the share on the sale, re-allotment or disposal
thereof, together with the certificate for the share delivered to a
purchaser or allottee thereof, shall (subject to the execution of a
transfer if the same be so required) constitute a good title to the share,
and the person to whom the share is sold, re-allotted or disposed of shall
be registered as the holder of the share and shall not be bound to see to
the application of the consideration (if any), nor shall his title to the
share be affected by any irregularity or invalidity in the proceedings in
reference to the forfeiture, sale, re-allotment or disposal of the share.
Alterations of capital
42. In accordance with the Act, the Company may, by Special Resolution of the
extraordinary General Meeting:
a) Increase its capital by such sum, to be divided into shares of such
amounts, as the resolution shall prescribe.
b) Consolidate and divide all or any of its share capital into shares
of larger amount than its existing shares.
c) Cancel any shares which, at the date of the passing of the
resolution, have not been taken, or agreed to be taken, by any
person, and diminish the amount of its share capital by the amount
of the shares so cancelled.
d) Sub-divide its shares, or any of them, into shares of smaller amount
than is fixed by
the Memorandum of Association, and so that 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 the
shares may have any such preferred or other special rights over, or
any have such deferred rights, or to be subject to any such
restrictions as compared with the others as the Company as power to
attach to unissued or new shares.
e) Convert all or any of its paid-up shares into stock, any re-convert
that stock into paid-up shares of any denomination.
f) Subject to the provisions of the Act, reduce its share capital and
any capital redemption reserve to fund and any share premium account
in any manner authorised.
43. Whenever on any consolidation of shares Shareholders shall be entitled to
any fractions of shares, the Directors may sell the shares representing
such fractions and shall distribute the net proceeds of sale thereof
amongst the Shareholders entitled to such fractions in due proportions.
For the purpose of giving effect to any such sale, the Directors may
authorise some person to transfer the shares sold to the purchaser thereof
and the purchaser shall be registered as the holder of the shares
comprised in any such transfer and shall not be bound to see to the
application of the purchase money nor shall his title to the shares be
affected by any irregularity or invalidity in the proceedings relating to
the sale.
Purchase of own shares
44. Subject to the provisions of the Act, the Company may purchase its own
shares (including any redeemable shares) and, for so long as it is a
public limited company, make a payment in respect of the redemption or
purchase of its own shares otherwise than out of distributable profits at
the Company or the proceeds of a fresh issue of shares.
General meetings
45. The ordinary general meeting of shareholders, called the annual meeting,
will be held each year on the third Friday of the month of May at noon at
the company's head office/office of actual management. If this day is a
Saturday, a Sunday or a public holiday, the annual meeting will be held
the next working day.
46. All General Meetings, other than Annual General Meetings, shall be called
Extraordinary General Meetings. The Directors may call an Extraordinary
General Meeting whenever they think fit, and Extraordinary General
meetings shall be convened on such requisition, or in default may be
convened by such requisitionists, as provided by the Act.
Notice of general meetings
47. In the case of an Annual General Meeting or of a meeting for the passing
of a Special Resolution twenty-one clear days' notice at the least and in
any other case fourteen clear days' notice at the least specifying the
place, the day and the hour of meeting, and in case of special business
the general nature of such business (and in the case of an Annual Meeting
specifying the meeting as such), shall be given in manner hereinafter
mentioned to all Shareholders (other than those who under the provisions
of these Articles or the conditions of issue of the shares held by them
are not entitled to receive the notice) and to the Auditors for the time
being of the Company.
48. A General Meeting shall, notwithstanding that it is called by shorter
notice than that is specified in the last preceding Article, be deemed to
have been duly called if it is so agreed by such number of Shareholders
entitled or having a right to attend and vote thereat as it is prescribed
by the Act.
49. In every notice calling a meeting of the Company there shall appear with
reasonable prominence a statement that a Shareholder entitled to attend
and vote is entitled to appoint a proxy to attend and vote instead of him
and that a proxy need not also be a Shareholder.
50. It shall be the duty of the company, subject to the provisions of the Act,
on the requisition in writing of such number of Shareholders as it is
specified in the Act and (unless the Company otherwise resolves) at the
expense of the requisitionists, to give to Shareholders entitled to
receive notice of the next Annual General meeting notice of any resolution
which may be properly be moved and is intended to be moved at that meeting
and to circulate to shareholders entitled to have notice of any General
Meeting sent to them any statement of not more than one thousand words
with respect to the matter referred to in any proposed resolution or the
business to be dealt with at that meeting.
51. The accidental omission to give notice to, or the non-receipt of notice
by, any person entitled to receive notice, shall not invalidate the
proceedings at any General Meeting.
Proceedings at general meetings
52. All business shall be deemed special that is transacted at an
Extraordinary General Meeting, and also all business that is transacted at
an Annual General Meeting, with the exception of declaring dividends, the
consideration of the accounts and balance sheet and the ordinary reports
of the Directors and Auditors and other documents required to be annexed
to the balance sheet, the re-appointment of Directors and Auditors and the
fixing of the remuneration of the Auditors.
53. Where by any provisions contained in the Act special notice is required of
a resolution, there solution shall not be effective unless notice of the
intention to move it has been given to the Company not less than
twenty-eight days (or such shorter period as the Act permits) before the
meeting at which it is moved, and the Company shall give to the
Shareholders notice of any such resolution as required by and in
accordance with the provisions of the Act.
54. No business shall be transacted at any General Meeting unless a quorum is
present. Two persons, being either a Shareholder or a proxy for a
Shareholder, and holding or representing nine-tenths in nominal amount of
the shares in the Company entitling the holders to vote at the Meeting
shall be a quorum for all purposes.
55. If within half an hour from the time appointed for the meeting a quorum is
not present, the meeting, if convened on the requisition of or by
Shareholders, shall be dissolved. In any other case it shall stand
adjourned to the same day in the next week, at the same time and place, or
to such other day and at such time and place as the Directors may
determine, and if at such adjourned meeting a quorum is not present within
fifteen minutes from the time appointed for holding the meeting, the
meeting shall be dissolved.
56. The Chairman (if any) of the Board of Directors or in his absence the
Deputy Chairman (if any) or, in the absence of both of them some other
Director nominated by the Directors shall preside as chairman at every
General Meeting of the Company, but if at any meeting neither the Chairman
nor the Deputy Chairman nor such other Director be present within fifteen
minutes after the time appointed for holding the meeting, or if none of
them be willing to act as Chairman, the Directors present shall choose
some Director present to be chairman, or if no Director be present, or if
all the Directors present decline to take the chair, the Shareholders
present shall choose some Shareholder present to be Chairman.
57. The Chairman may with the consent of any meeting at which a quorum is
present (and shall it so directed by the meeting) adjourn the meeting from
time to time and from place to place, but no business shall be transacted
at any adjourned meeting except business which
might lawfully have been transacted at the meeting from which the
adjournment took place. Whenever under the provisions of these Articles a
meeting is adjourned for fourteen days or more, seven clear days' notice
at least, specifying the place, the date and the hour of the adjourned
meeting, shall be given as in the case of the original meeting, but it
shall not be necessary to specify in such notice the nature of the
business to be transacted at the adjourned meeting. Save as aforesaid, it
shall not be necessary to give any notice of an adjournment.
58. At any General Meeting a resolution put to the vote of the meeting shall
be decided subject to the provisions of Article 61.
59. A proxy appointed to attend and vote at a meeting instead of a Shareholder
shall have the same right as a Shareholder to speak at the meeting.
60. If any votes shall be counted which ought not to have been counted, or
might have been rejected, the error shall not vitiate the result of the
voting unless it be pointed out at the same meeting, or at any adjournment
thereof, and not in that case unless it shall in the opinion of the
Chairman of the meeting be of sufficient magnitude to vitiate the result
of the voting.
Votes of members
61. Subject to any special rights or restrictions as to voting attached to any
shares by or in accordance with these Articles, every Shareholder who is
present in person or by a representative or a proxy shall have one vote
for every share.
62. In the case of joint holders of a share, the vote of the senior who
tenders a vote, whether in person or by proxy, shall be accepted to the
exclusion of the votes of the other joint holders, and for this purpose
seniority shall be determined by the order in which the names stand in the
register of Shareholders in respect of the share.
63. A Shareholder of unsound mind, or in respect of whom an order has been
made by any court having jurisdiction in lunacy, may vote, by his
committee, receiver, curator bonis, or other person in the nature of a
committee, receiver, curator bonis appointed by such court, and such
committee receiver, curator bonis or other person may on vote by proxy,
provided that such evidence as the Directors may require of the authority
of the person claiming to vote shall have been deposited at the Office not
less than forty-eight hours before the time for holding the meeting or
adjourned meeting at which such person claims to vote.
64. No Shareholder shall, unless the Directors otherwise determine, be
entitled to vote at any General Meeting, either personally or by proxy, or
to exercise any privilege as a Shareholder unless all calls or other sums
presently payable by him in respect of shares in the company have been
paid.
65. No objection shall be raised to the qualification of any voter except at
the meeting or adjourned meeting at which the vote objected to is given or
tendered, and every vote not disallowed a such meeting shall be valid for
all purposes. Any such objection made in due time shall be referred to the
Chairman of the meeting, whose decision shall be final and conclusive.
66. The instrument appointing a proxy shall be in writing under the hand of
the appointer or of his attorney duly authorised in writing, or, if the
appointer is a corporation, either under its common seal or under the hand
of an officer or attorney so authorised.
67. Any person (whether a Shareholder of the Company or not) may be appointed
to act as a proxy. A Shareholder may appoint more than one proxy to attend
on the same occasion.
68. The instrument appointing a proxy and the power of attorney or other
authority (if any)
under which it is signed, or a notarially certified or office copy of such
power of authority, shall be deposited at the Office or at such other
place as is specified in the notice of meeting or in the instrument of
proxy issued by the Company not less than forty-eight hours before the
time appointed for holding the meeting or adjourned meeting at which the
person named in the instrument propose to vote or handed to the chairman
of the meeting or adjourned meeting 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 named in it as
the date of its execution, except at an adjourned meeting.
69. An instrument of proxy may be in any common form or in such other form as
the directors shall approve. Instruments of proxy need not be witnessed.
70. The Directors may at the expense of the company send, by post or
otherwise, to the shareholders instruments of proxy (with or without
stamped envelopes for their return), for use at any General Meeting or at
any meeting of any class of Shareholders of the Company.
71. Subject to the provisions of the Act, a vote given in accordance with the
terms of an instrument of proxy shall be valid notwithstanding the death
or insanity of the principal or the revocation of the instrument of proxy,
or of the authority under which the instrument of proxy was executed,
provided that no intimation in writing of such death, insanity or
revocation shall have been received by the Company at the Office before
the commencement of the meeting or adjourned meeting at which the
instrument of proxy is used.
Corporations acting by representatives
72. Any corporation which is a Shareholder of the Company may, by resolution
of its Directors or other governing body, authorise such person as it
thinks fit to act as its representative at any meeting of the Company, or
at any meeting of any class of Shareholders of the Company, and the person
so authorised shall be entitled to exercise the same powers on behalf of
the corporation which he represents as that corporation could exercise if
it were an individual Shareholder of the Company.
Directors
73. Subject to the provisions of the Act and unless and until otherwise
determined by the General Meeting by a simple majority, the Directors
(other than alternate Directors) shall not be less than two nor more than
ten in number.
74. A director shall not require a share qualification but nevertheless shall
be entitled to attend and speak at any General Meeting of or any separate
meeting of the holders of any class of shares in the Company.
75. The Directors shall be entitled to such remuneration as the Company in
General Meeting may determine. The Directors' remuneration shall be deemed
to accrue de die in diem.
76. The directors shall also be entitled to be paid all travelling, hotel and
incidental expenses properly incurred by them in or with a view to the
performance of their duties or in attending meetings of the Directors or
of committees of the Directors.
77. Any Directors who serves on any committee or who devotes special attention
to the business of the company or who otherwise performs services which in
the opinion of the director are outside the scope of the ordinary duties
of a Director, may be paid such extra remuneration in the form of a lump
sum or by way of salary, percentage of profits or otherwise as the
Directors may determine.
78. The office of a Director shall be vacated in any of the following events,
namely:
a) If (not being a managing Director, Assistant Managing director or
Executive Director, holding office as such for a fixed term) he
resign his office by notice in writing under his hand sent to or
left at the Office.
b) If the become bankrupt or make any arrangement or composition with
his creditors generally.
c) If he becomes incapable by reason of illness or injury of managing
and administering his property and affairs.
d) If he be absent from meetings of the directors for six successive
Meetings without leave. and his alternate Director (if any) shall
not during such period have attended in his stead, and the Directors
resolve that his office be vacated.
e) If he ceases to be a director by virtue of or become prohibited from
being a Director by reason of an order made under any of the
provisions of the Act.
f) If a general meeting of shareholders decides to dismiss a director.
79. a) A director may hold any other office place of profit under the Company
(other than the Office of Auditor) in conjunction with his office of
Director, or may act in a professional capacity to the Company on such
terms to tenure of office, remuneration and otherwise as the Directors may
determine.
b) No Director or intending Director shall be disqualified by his office
from contracting with the Company either as vendor, purchaser or
otherwise, nor shall any such contact or arrangement entered into by or on
behalf of the Company in which any Director is in any way interested be
liable to be avoided, nor shall any Director so contracting or being so
interested be liable to account to the Company for any profit released by
any such contract holding that office, or of the fiduciary relation
thereby established, but the nature of this interest must be declared by
him at the meeting of the directors at which the question of entering into
the contract or arrangement is first taken into consideration, or if the
Director was not at the date of that meeting interested in the proposed
contract or arrangement, then at the next meeting of the Directors held
after he became so interested, and in a case where the Director becomes
interested in a contract or arrangement after it is made, then at the
first meeting of the directors held after he becomes so interested.
Subject to his disclosing his interest a Director may vote in respect of
any contract made by him with the Company or any contract or arrangement
in which he is interested or upon any matter arising there out and he may
be counted in a quorum present at any meeting at which such contract or
arrangement is under consideration. A general notice in writing given to
the Directors by any Director to the effect that he is a shareholder of
any specified Company or firm, and is to be regarded as interested in any
contract which may thereafter be made with that company or firm, shall (if
such Director shall give the same at a meeting of the Directors or shall
take reasonable steps to secure that the same is brought up and read at
the next meeting of the directors after it is given) be deemed a
sufficient declaration of interest in relation to any contracts so made.
80. Any Director may continue to be or become a Director, managing Director,
manager or other officer or shareholder of any other company in which this
Company may be interested, and no such Director shall be accountable for
any remuneration or other benefits received by him as a director, managing
director, manager or other officer or shareholder of any such other
company. The Directors may exercise the voting power conferred by the
shares in any other company held or owned by the Company, or exercisable
by them as directors of such other company, in such manner and in all
respects as they think fit (including the exercise thereof in favour of
any resolution appointing themselves or any of them directors,
managing directors, managers or other officers of such company, or voting
or providing for the payment of remuneration to the directors, managing
directors, managers or other officers of such company), and any Director
of the Company may vote in favour of the exercise of such voting rights in
manner aforesaid, notwithstanding that he may be, or be about to be,
appointed a director, managing director, manager or other officer of such
other company, and as such is or may become interested in the exercise of
such voting rights in manner aforesaid.
Powers of directors
81. The business of the Company shall be managed by the directors, who may pay
all expenses incurred in getting up and registering the Company, and may
exercise all such powers of the Company as are not by the Act or by these
Articles required to be exercised by the Company in General Meeting,
subject nevertheless to any regulations of these Articles, to the
provisions of the 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 Directors which
would have been valid if such regulation had not been made. The general
powers given by this Article shall not be limited or restricted by any
special authority or power given to the Directors by any other Article.
82. The Directors may establish any committee, local boards or agencies for
managing any of the affairs of the Company, and may appoint any person to
be members of such local boards, or agencies and may fix their
remuneration, and may delegate to any committee, local board, or agent any
of the powers, authorities and discretions vested in the directors, with
power to sub-delegate, and may authorise the shareholders of any local
board, or any of them, to fill any vacancies therein, and to act
notwithstanding vacancies, and any such appointment or delegation may be
made upon such terms and subject to such conditions as the Directors may
think fit, and the Directors may remove any person so appointed, and may
annul or vary any such delegation, but no person dealing in good faith and
without notice of any such annulment or variation shall be affected
thereby.
83. The Directors may from time to time, and at any time, by power of attorney
under the Seal, appoint any company, firm or person, or any fluctuating
body of persons, whether nominated directly or indirectly by the
Directors, to be the attorney or attorneys of the Company for such
purposes and with such powers, authorities and discretions (not extending
those vested in or exercisable by the directors under these articles) and
for such period and subject to conditions as they may think fit, and any
such power of attorney may contain such provisions for the protection and
convenience of persons dealing with any such attorney as the Directors may
think fit, and may also authority any such attorney to sub-delegate all or
any of the powers, authorities and discretions vested in him.
84. The Directors may exercise all the powers of the Company to borrow money
and to mortgage or charge its undertaking, property and uncalled capital
or any part thereof, and to issue debentures and other securities.
85. If any uncalled capital of the Company is included in or charged by any
mortgage or other security, the Directors may delegate to the person in
whose favour such mortgage or security is executed, or to any other person
in trust for him, the power to make calls on the Shareholders in respect
of such uncalled capital, and to sue in the name of the Company or
otherwise for the recovery of moneys becoming due in respect of calls so
made and to give valid receipts for such moneys, and the power so
delegated shall subsist during the continuance of the mortgage or
security, notwithstanding any change of Directors, and shall be assignable
if expressed so to be.
86. All cheques, promissory notes, drafts, bills of exchange and other
negotiable or transferable instruments, and all receipts for moneys paid
to the company shall be signed, drawn, accepted, endorsed or otherwise
executed, as the case may be, in such manner as the Directors shall from
time to time by resolution determine.
Managing and executive directors
87. The directors may from time to time appoint any one or more of their body
to the office of Managing Director or Assistant Managing Director or
Executive Director for such period but with a maximum of six years and on
such terms as they think fit and subject to the provisions of any Contract
between him and the Company may revoke such appointment. A Managing
Director shall not while holding such office be subject to retirement
under Article 91, but, subject as aforesaid, a Director appointed under
this Article shall be subject to the same provisions as to resignation or
removal as the other Directors and if his office as a Director shall be
vacated from any cause he shall ipso facto and immediately cease to be a
Managing Director or Assistant Managing Director or Executive Director.
88. A Director appointed to the office of Managing Director or Assistant
Managing Director or Executive Director shall receive such remuneration
(whether by way of salary, commission or participation in profits or
otherwise) as the Directors may determine.
89. The Directors may entrust to and confer upon any Director appointed to the
office of Managing Director or Assistant managing Director or Executive
Director any of the powers exercisable by them as Directors, other than
the power to make calls or forfeit shares, upon such terms and conditions
and with such restrictions as they think fit, and either collaterally or
to the exclusion of their own powers, and may from time to time revoke,
withdraw or vary all or any of such powers.
The board of directors represents the company in all legal and other
matters. Next to the general powers of representation of the board of
directors as a whole, the company is validly represented towards third
parties either by two directors acting together or by a director acting
together with the secretary.
Next to the general powers of representation of the board of directors as
a whole, the company is validly represented by the managing director
within the framework of the daily management. The company is also validly
bound by its agents, if they act within the limits of their power.
Retirement of directors
90. No person may be appointed or re-appointed a Director of the Company if at
the time of his appointment or re-appointment he shall have attained the
age of seventy years, and the term of any Director who shall have attained
such age while serving as a Director shall terminate as to the time of the
first Annual General meeting of the Company following his seventieth
birthday; provided the directors by resolution may waive such age
limitation in any year and from year to year with respect to any Directors
or Directors.
91. Subject to the provisions of Article 87, all the Directors for the time
being shall retire from office at the Annual general Meeting in every
year. A retiring Director shall be eligible for re-appointment.
92. The Company at the meeting at which a Director retires in manner aforesaid
may fill up the vacated office by appointing a person thereto, and in
default the retiring Director shall, if willing to act, be deemed to have
been re-appointed, unless at such meeting it is expressly resolved not to
fill the vacated office or a resolution for the re-appointment of such
Director shall have been put to the meeting and lost.
93 No person other than a Director retiring at the meeting shall, unless
recommended by the Directors for appointment. be eligible for the office
of a Director at any General Meeting unless, not less than fourteen nor
more than thirty-five clear days before the day appointed for the meeting
there shall have been given to the Company notice in writing by some
Shareholder duly qualified to be present and vote at the meeting for which
such notice is given of his intention to propose such person for
appointment, and also notice in writing signed by the person to be
proposed of his willingness to be appointed.
94. The company may from time to time by ordinary Resolution increase or
reduce the number of Directors, subject to the provisions of the Act.
95. The Directors shall have power at any time, and from time to time, to
appoint any person to be a Director, either to fill a casual vacancy or as
an additional Director, but so that the total number of Directors shall
not at any time exceed the maximum number fixed by or in accordance with
these Articles.
96. Subject to the provisions of the Act, the Company may, by Ordinary
Resolution, remove any Director before the expiration of his period of
office, and may. by an Ordinary Resolution, appoint another person in his
stead. Nothing in this Article shall be taken as depriving any Director
removed here under of compensation or damages payable to him in respect of
the termination of his appointment as a Director or of any executive
appointment ipso facto terminating with his appointment as a Director.
Alternate Directors
97. A Director may by writing under his hand appoint another Director to be
his alternate. Every such alternate shall be entitled to receive notice of
meetings of the directors and to attend and vote as a Director at any such
meeting at which the Director appointing him is not personally present and
generally at such meeting to have and exercise all the powers, rights,
duties and authorities of the Director appointing him.
Every such alternate shall also be entitled in the absence of the director
appointing him to sign on his behalf a resolution in writing of the
directors. The remuneration (if any) of an alternate shall be payable out
of the remuneration payable of the director appointing him, and shall
consist of such portion of the last mentioned remuneration as shall be
agreed between such alternate and the Director appointing him. A Director
may be writing under his hand deposited at the Office of the Company at
any time revoke the appointment of an alternate appointed by him and
(subject to such approval as aforesaid) appoint another Director in his
place. If a Director shall die or cease to hold the office of Director the
appointment of his alternate shall thereupon cease and determine, provided
that if any Director retires pursuant to Article 91 but is re-appointed by
the meeting at which such retirement took effect, any appointment made by
him pursuant to this Article which was in force immediately prior to his
retirement shall continue to operate after his re-appointment as if he had
not so retired.
98. The Directors may meet together for the dispatch of business, adjourn and
otherwise regulate their meetings as they think fit. Questions arising at
any meeting shall be determined by a majority of votes. In case of
equality of votes the Chairman shall have a second or casting vote. A
Director who is an alternate Director shall be entitled to a separate vote
on behalf of the Director he is representing and in addition to his own
vote. A Director may, and the Secretary on the requisition of a Director
shall, at any time summon a meeting of the directors. A Director who is
absent from the meetings shall be sent a copy of the minutes of every
meeting of the Directors held during his absence as aforesaid, whether or
not he was represented by an alternate at such meeting.
99. The quorum necessary for the transaction of the business of the Directors
may be fixed by the directors, and unless so fixed at any other number
shall be two. For the purposes of this Article an alternate Director shall
be counted in a quorum but so that not less than two individuals shall
constitute the quorum.
100. The continuing Directors may act notwithstanding any vacancies in their
body, but if and so long as the number of Directors is reduced below the
minimum number fixed by or in
accordance with these Articles, the continuing Directors may act for the
purpose of filling up vacancies in their body or of summoning General
meetings of the company, but not for any other purpose. If there be no
Directors able or willing to act, then any two shareholders may summon a
General Meeting for the purpose of appointing Directors.
101. The Directors may from time to time elect and remove a Chairman and a
deputy Chairman and determine the period for which he is to hold office.
The Chairman or in his absence the deputy Chairman shall preside at all
meetings of the Directors, but if there be no Chairman or deputy Chairman
or if at any meeting neither the chairman nor the deputy Chairman be
present within five minutes after the time appointed for holding the same,
the Directors present may choose one of their number to be Chairman of the
meeting.
102. A resolution in writing signed by all the Directors shall be as effective
as a resolution passed at a meeting of the Directors duly convened and
held, and may consist of several documents in the like form each signed by
one or more of the Directors.
103. A meeting of the Directors for the time being at which a quorum is
present, shall be competent to exercise all powers and discretions for the
time being exercisable by the Directors.
104. The directors may delegate any of their powers to committees, consisting
of such members or member of their body as they think fit. Any committee
so formed shall in the exercise of the powers so delegated, conform to any
regulations that may be imposed on them by the Directors.
105. The meetings and proceedings of any such committee consisting of two or
more members shall be governed by the provisions of these Articles
regulating the meetings and proceedings of the Directors, so far as the
same are applicable and are not superseded by any regulations made by the
Directors under the last preceding article.
106. All acts done by any meeting of Directors, or of a committee of Directors,
shall notwithstanding it be afterwards discovered that there was some
defect in the appointment on any such Director, or that they or any of
them were disqualified, or had vacated office, or were not entitled to
vote, be as valid as if every such person had been duly appointed, and was
qualified and had continued to be a Director and had been entitled to
vote.
Minutes
107. The Directors shall cause minutes to be made:
a) Of all appointments of officers made by the Directors.
b) Of the names of the Directors present at each meeting of Directors
and of any committee of Directors.
c) Of all resolutions and proceedings at all meetings of the Company
and of the Directors and of Committees of Directors.
Any such minute, if purporting to be signed by the Chairman of the
meeting at which the proceedings were had, or by the chairman of the
next succeeding meeting, shall be evidence of the proceedings.
Secretary
108. The Secretary is appointed by the Directors. Anything by the Articles of
Association required or authorised to be done by or to the Secretary may,
if the office is vacant or there is for any other reason no Secretary
capable of acting, be done by or to any Assistant or Deputy Secretary or
if there is no Assistant or Deputy capable of acting, by or to any officer
of the company authorised generally or specially in that behalf by the
Directors.
Provided that any provision on the Act or of these Articles requiring or
authorising a thing to be done by or to a Director and the Secretary shall
not be satisfied by its being done by or to the same person acting both as
Director and as, or in place of, the Secretary.
Register of Directors' share and debenture holdings
109. The register of Director's share and debenture holdings shall be kept at
the Office and shall be open to the inspection of any Shareholder or
holder of debentures of the Company or of any person acting on behalf of
the Authorities between the hours of 10.00 a.m. and noon on each day
during which the same is bound to be open for inspection pursuant to the
Act. The said register shall also be produced at the commencement of each
Annual General Meeting and shall remain open and accessible during the
continuance of the meeting to any person attending the meeting.
The seal
110. The Directors shall provide for the safe custody of the Seal and the Seal
shall never be used except by the authority of a resolution of the
Directors. The Directors may from time to time make such regulations as
they see fit (subject to the provisions of these Articles relating to the
share certificates) determining the persons and the number of such persons
in whose presence the Seal shall be used, and until otherwise so
determined the Seal shall be affixed in the presence of one Director and
the Secretary.
111. The Company may have an official seal for use abroad under the provisions
of the Act where and as the Directors shall determine, and the Company may
by writing under the Seal appoint any agent or committee abroad to be the
duly authorised agent of the Company, for the purpose of affixing and
using such official seal, and may impose such restrictions on the use
thereof as shall be thought fit. Wherever in these Articles reference is
made to the Seal, the reference shall, when and so far as may be
applicable, be deemed to include any such official seal as aforesaid.
Dividends
112. Subject to the provisions of the Articles of Association, the profits of
the Company available for dividend and resolved to be distributed shall be
applied in the payment of dividends to the Shareholders in accordance with
their respective rights and priorities. The Company in General Meeting may
declare dividends accordingly.
113. 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 up on the shares in respect whereof the dividend is
paid, but no amount paid up on a share in advance of calls shall be
treated for the purposes of this Article as paid up on the share. All
dividends shall be apportioned and paid pro rata according to the amounts
paid up on the shares during any portion or portions of the period in
respect of which the dividend is paid, except that if any share is issued
on terms providing that it shall rank for dividend as if paid up (in whole
or in part) as from a particular date, such share shall rank for dividend
accordingly.
114. The board of directors may, on its own responsability, decide to
distribute an interim dividend on the results of the current financial
year. This distribution can only be made on the profits of the current
financial year, decreased by the loss carried forward or increased by the
profits carried forward, without withdrawing it from the reserves which
are or must be built pursuant to any legal or statutory provision.
The board of directors lays down the amount of the interim dividend on the
basis of a statement of assets and liabilities which is not older than two
months. This statement of assets and liabilities must be verified by the
company's internal auditor, who will draw up a
report which will be attached to the annual report of the board of
directors.
The decision of the board of directors to distribute an interim dividend
can not be taken later than two months after the day on which the
statement of assets and liabilities was drawn up, and not earlier than six
months after the closing of the previous financial year and after the
annual account for that financial year was approved.
After the distribution of a first interim dividend, a decision to
distribute another interim dividend cannot be taken earlier than three
months after the first decision.
Each interim dividend the distribution of which is contrary to the
applicable legal stipulations must be reimbursed by the shareholder who
received it, if the company proves that the shareholder knew that the
distribution in his favour was contrary to the legal provisions or that he
could not have been unaware of this, given the circumstances.
115. The Directors may deduct from any dividend or other moneys payable to any
Shareholder on or in respect of a share all sums of money (if any)
presently payable by him to the Company on account of calls or otherwise
in relation to the shares of the Company.
116. All unclaimed dividends or other moneys payable on or in respect of a
share may be invested or otherwise made use of by the Directors for the
benefit of the company until claimed. But so that any such dividend or
other moneys unclaimed after a period of twelve years from the date of
declaration (in case of a dividend) or the date when the same fell due (in
case of such other moneys) shall be forfeited and shall revert to the
Company. No dividends shall bear interest as against the Company.
117. Any dividend or other moneys payable on or in respect of a share may be
paid by cheque or warrant sent through the post to the registered address
of the Shareholder or person entitled thereto, and in the case of joint
holders to any one of such joint holders, or such person and such address
as the holder or joint holders may direct. Every cheque or warrant shall
be made payable to the order of the person to whom it is sent or to such
person as the holder or joint holders may direct, and payment of the
cheque or warrant, if purporting to be duly endorsed, or where unendorsed
appearing to have been duly paid by the banker on whom it is drawn, shall
be a good discharge to the Company. Every such cheque or warrant shall be
sent at the risk of the person entitled to the money represented thereby.
118. If several persons are registered as joint holders of any share, any one
of them may give effectual receipts for any dividend or other moneys
payable on or in respect of the share.
119. A General Meeting declaring a dividend may direct payment of such dividend
wholly or in part by the distribution of specific assets, and in
particular of paid-up shares or debentures of any other company, and the
Directors shall give effect to such resolution and where any difficulties
arises in regard to the distribution they may settle the same as they
think expedient and in particular may issue fractional certificates, and
may fix the value for distribution of such specific assets or any part
thereof, and may determine that cash payments shall be made to any
Shareholders upon the footing of the value so fixed, in order to adjust
the rights of the Shareholders, and may vest any specific assets in
trustees upon trust for the persons entitled to the dividend as may seem
expedient to the Directors, and generally may make such arrangements for
the allotment, acceptance and sale of such specific assets or fractional
certificates, or any part thereof, and otherwise as they think fit.
Reserves
120. The general Meeting may, before recommending any dividend, whether
preferential or otherwise, carry to reserve out of the profits of the
Company (including any premiums received upon the issue of debentures or
other securities of the Company) such sums as they think proper as a
reserve or reserves which shall, at the discretion of the Director, be
capable for any purpose to which the profits of the Company may be
properly applied, and
pending such application may, at the like discretion, either be employed
in the business of the Company or be invested in such investments (other
than shares of the Company or of its holding company (if any), as the
directors may from time to time think fit. The General Meeting may also
without placing the same to reserve carry forward any profits which they
think prudent not to divide.
Capitalisation of profits
121. The Directors may with the authority of an Ordinary Resolution of the
Company:
a) subject as hereinafter provided, resolve to capitalise any undivided
profits of the Company not required for paying any preferential
dividend (whether or not they are available for distribution) or any
sum standing to the credit of the Company's share premium account or
capital redemption reserve;
b) appropriate the sum resolved to be capitalised to the Shareholders
who would have been entitled to it if it were distributed by way of
dividend and in the same proportion and apply such sum on their
behalf either in or towards paying up the amounts, if any, for the
time being unpaid on any shares held by them respectively, or in
paying up in full unissued shares or debentures of the Company of a
nominal amount equal to that sum, and allot the shares or debentures
credited as fully paid to those Shareholders, or as they may direct,
in those proportions, or partly in one way and partly in the other:
but the share premium account, the capital redemption reserve, and
any profits which are not available for distribution may, for the
purposes of this regulation, only be applied in paying up unissued
shares to be allotted to Shareholders credited as fully paid.
c) make such provision by the issue of fractional certificates or by
payment in cash or otherwise as they determine in the case of shares
or debentures becoming distributable under this regulation in
fractions; and
d) authorise any person to enter on behalf of all members concerned
into an agreement with the Company for the allotment to them
respectively, credited as fully paid, of any shares or debentures to
which they are entitled upon such capitalisation, any agreement made
under such authority being binding on all such Shareholders.
Accounts
122. The financial year of the company begins on the first of January and ends
on the thirty-first of December of each year.
The Directors shall cause to be kept proper accounts with respect to;
a) All sums of money received and expended by the Company and the
matters in respect of which such receipt and expenditure take place;
and
b) All sales and purchases of goods by the Company; and
c) The assets and liabilities of the Company.
123. The books of account shall be kept at the Office, and shall always be open
to inspection by the Directors. No member (other than an Director) shall
have any right of inspecting any account or book or document of the
Company except as conferred by statute or authorised by the Directors or
by the Company in General Meeting.
124. The Directors shall from time to time, in accordance with the provisions
of the Act, cause to be prepared and to be laid before the Company in
General Meeting such profit and loss accounts, balance sheets, group
accounts (if any) and reports as are specified in the Act.
125. The Auditors' report shall be read before the Company in General Meeting
and shall be open to inspection as required by the Act.
126. A copy of the Directors' and Auditors' reports accompanied by copies of
the balance sheet, profit and loss account and other documents required by
the Act to be annexed to the balance sheet shall, not less than twenty-one
days previously to the Annual General Meeting, be delivered or sent by
post to the registered address of every Shareholder and holder of
debentures of the Company and to the Auditors.
127. Every account of the Directors when audited and approved by an Annual
General Meeting shall be conclusive except as regards any error discovered
therein within three months next after the approval thereof. Whenever such
an error is discovered within that period, the account shall forthwith be
corrected and thereupon shall be conclusive.
Audit
128. Once at least in every year in which the Company is incorporated the
accounts of the company shall be examined and the correctness of the
balance sheet, profit and loss account and group accounts (if any)
ascertained by an Auditor or Auditors.
129. Auditors shall be appointed and their duties, powers, rights and
remuneration regulated in accordance with the provisions of the Act.
Notices
130. Any notice to be given to or by any person pursuant to the Articles shall
be in writing except that a notice calling a meeting of the Directors need
not be in writing.
131. The Company may give any notice to a Shareholder either personally or by
sending it by post in a prepaid envelope addressed to the Shareholder at
his registered address or by leaving it at that address. In case of joint
holders of a share, all notices shall be given to the joint holder whose
name stands first in the Register of Shareholders in respect of the joint
holding and notice so given shall be sufficient notice to all the joint
holders.
132. Any member present, either personally or by proxy, at any meeting of the
Company shall for all purposes be deemed to have received due notice of
such meeting, and, where requisite, of the purposes for which such meeting
was convened.
133. Any notice or other document, if served by post, shall be deemed to have
been served at the time when the letter containing the same is posted, and
in proving such service it shall be sufficient to prove that the letter
containing the notice or document was properly addressed and duly posted.
A notice to be given by advertisement shall be deemed to have been served
before noon on the day on which the advertisement appears.
134. Any notice or document delivered or sent by post to or left at the
registered address of any Shareholder in pursuance of these Articles
shall, notwithstanding that such Shareholder be then dead or bankrupt, and
whether or not the Company have notice of his death or bankruptcy, be
deemed to have been duly served in respect of any share registered in the
name of such member as sole or joint holder, unless his name shall at the
time of the service of the notice or document have been removed from the
Register of Shareholders as the holder of the share, and such service
shall for all purposes be deemed a sufficient service of such notice or
document on all persons interested (whether jointly with or as claiming
through or under him) in the share.
Winding up
135. Except in case of a dissolution ordered by court, the company can only be
dissolved by
means of a resolution of the shareholders, adopted at a general meeting,
in compliance with the legal regulations.
If no liquidators are appointed, the directors in office will
automatically be appointed liquidators. The general meeting of
shareholders can appoint or dismiss one or several liquidators by simple
majority of votes. The general meeting determines the powers of the
liquidators, their remuneration and the liquidation method. The
appointment of liquidators puts an end to the powers of the directors.
Except in case of a merger, and after settlement of all debts, the
company's net assets will be used as follows:
- by preference for the reimbursement of the shares in proportion to the
share of the capital they represent, and after deduction of the part of
the shares that has remained unpaid;
- the remainder will be distributed equally among all shares.
Indemnity
136. Every Director, Officer or Auditor of the Company shall be indemnified out
of the. assets of the Company against all losses or liabilities which he
may sustain or incur or in about the execution of the duties of his office
or otherwise in relation thereto, including any liability incurred by him
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 the provision of the act in which relief is granted
to him by the court, and no Director or other Officer or Auditor shall be
liable for any loss, damage or misfortune which may happen to or be
incurred by the Company in the execution of the duties of his office or in
relation thereto. But this Article shall only have effect in so far as its
provisions are not avoided by the provisions of the Act.