Exhibit 3.11
THE COMPANIES ORDINANCE CHAPTER 31 NUMBER 1
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A COMPANY LIMITED BY SHARES
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ARTICLES OF ASSOCIATION
OF
RADIO FIVE LIMITED
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I N T E R P R E T A T I O N
1. In these Articles and in the memorandum of Association, unless there be
something in the subject matter or context inconsistent therewith:
"The Company" shall mean the above-named Company.
"These presents" shall mean these Articles of Association as from time to
time altered by special resolution.
"The Ordinance" shall mean Ordinance No. 1 of Chapter 31 of the Laws of
Trinidad and Tobago as amended, replaced or reenacted from time to time.
"The Office" shall mean the registered office for the time being of the
Company.
"The Register" shall mean the register of members to be kept pursuant to
the Ordinance.
"The Transfer Office" shall mean the place where the Register is situate.
"Month" shall mean calendar month.
"Year" shall mean calendar year.
"Paid up" shall mean paid or credited as paid up.
"Dividend" shall mean dividend or bonus.
"Secretary" shall include the Secretary or any person appointed to perform
the duties of Secretary temporarily and where two or more persons are
appointed to act as joint Secretaries shall include any one of these
persons.
"Directors" mean the Director or Directors from time to time of the
Company.
"Managing Director" shall mean the Managing Director for the time being of
the Company.
"The Seal" means the Common Seal of the Company.
"Auditor" means a person who has qualified by examination of one of the
Institutes of Chartered Accountants of England and Whales, Ireland,
Scotland, the Institute of Chartered Accountants, Canadian Provinces, the
Association of Certified and Corporate Accountants, the Association of
Certified Public Accountants or an auditor possessing such other
qualifications as the Minister of Finance may recognise.
"In Writing and Written" includes printing, typewriting, lithography and
other modes of representing or reproducing words in visible form.
"The Country" means Trinidad and Tobago.
"Employee" shall mean and include any Manager, Departmental Manager,
Foreman, Clerk, Workman and may include any person comprised in or
responsible for the management of the undertaking but the term does not
include directors or auditors; Provided, However, that any Director may be
an employee of the Company.
Words which have a special meaning assigned to them in the Ordinance shall
if not inconsistent with the subject or context have the same meaning in
these presents.
Words importing the singular number only shall include the plural and the
converse shall also apply.
Words importing males shall include females.
Words importing individuals shall include corporations.
2. ___________ ____________ in the first schedule to the Ordinance shall
not apply to the Company, except so far as expressly incorporated herein.
VARIATION OF RIGHTS
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3. Subject to the provisions if any in that behalf of the Memorandum of
Association and without prejudice to any special rights previously conferred on
the holders of existing shares (which special rights may be varied or abrogated
only in the manner prescribed by Article 4 hereof) any share may be issued with
such preferred deferred or other special rights or subject to such restrictions
whether in regard to dividend voting attendance and/or voting at the annual or
other general meetings, accounts return of share capital or otherwise as the
Company may from time to time by special resolution determine (or failing such
determination as the directors may determine) and subject to the provisions of
the Ordinance any preference share may with the sanction of a special resolution
be issued on the terms that it is or at the option of the Company is liable to
be redeemed on such terms and in such manner as the Company before the issue
thereof may determine.
4. Whenever the share capital of the Company is divided into different
classes of shares, the special rights attached to any class may, subject to the
provisions of the Ordinance, be varied or abrogated either with the consent in
writing of the holders of three-fourths of the issued shares of the class or
with the sanction of an Extraordinary Resolution passed at a separate General
Meeting of the holders of the shares of the class (but not otherwise) and may be
so varied or abrogated either whilst the Company is a going concern or during or
in contemplation of a winding up, to every such separate General Meeting all the
provisions of these presents relating to General Meetings of the Company and to
the proceedings thereat shall mutatis mutandis apply, except that the necessary
quorum shall be two persons at least holding or representing by proxy one-third
in nominal amount of the issued shares of the class (but so that if at any
adjourned meeting a quorum as above defined is not present, any two holders of
shares of the class present in person or by proxy shall be a quorum and that any
holder of shares of the class present in person or by proxy may demand a poll
and that every such holder shall on a poll have one vote for every share of the
class held by him. The foregoing provisions of this Article shall apply to the
variation or abrogation of the special rights attached to some only of the
shares of any class as if the shares concerned and the remaining shares of such
class formed separate classes.
5. The rights conferred upon the holders of the shares of any class issued
with preferred or other rights shall not unless otherwise expressly provided by
the terms of issue of the shares of that class be deemed to be varied by the
creation or issue of further shares ranking as regards participation in the
profits or assets of the Company in some or all respects pari passu therewith
but in no respect in priority thereto.
6. The Company may subject to anything in the general law contained pay
commission for underwriting provided that the rate per centum or the amount of
the commission paid or agreed to be paid shall not exceed the rate of ten per
centum of the price of the shares in respect whereof the same is paid or issued
or an amount equal to ten per centum of such price (as the case may be) and
shall be disclosed in the manner required by the Ordinance and such commission
may be satisfied by the payment of cash or the allotment of fully or partly paid
shares or partly in one way and partly in the other and the Company may also on
any issue of shares pay such brokerage as may be lawful.
7. Subject to the provisions of these Articles relating to new shares, the
shares shall be at the disposal of the Directors, and they may (subject to the
provisions of the Ordinance) allot, grant options over, or otherwise dispose of
them to such person, on such terms and conditions, and at such times as they
think fit, so that no shares shall be issued at a discount, except in accordance
with the provisions of the Ordinance, and so that in the case of shares offered
to the public for subscription the amount payable on application on each share
shall not be less than 5% of the nominal amount of the share.
8. Except as required by law no person shall be recognised by the Company
as holding any stare upon any trust and the Company shall not be bound by or
compelled in any way to recognise (even when having notice thereof any equitable
contingent future or partial interest in any share or any interest in) any
fraction or part of a share or (except only as is by these regulations or by law
otherwise provided any other rights in respect of any share except an absolute
right to the entirety thereof of the registered holder.
CERTIFICATES
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9. Every certificate for shares or debentures shall be issued under the
Seal and (subject as hereinafter provided) shall bear the autographic signature
at least of one Director and the Secretary; Provided that the Directors may by
resolution determine that such signatures or either of them shall be dispensed
with or shall be affixed by some method or system of mechanical signature.
10. Every person whose name is entered as a member in the Register of
Members shall be entitled without payment within one month after allotment of
lodgement of transfer (or within such other period as the terms of issue shall
provide) to one certificate for all his shares of any one class or (upon payment
of such sum not exceeding one dollar for every certificate after the first as
the Directors shall from time to time determine) several certificates, each for
one or more his shares or any one class. Provided that the Company shall not be
bound to register more than four persons as the joint holders of a share and in
the case of a share held jointly by several persons the Company shall not be
bound to issue more than one certificate therefor and delivery of a certificate
to one of such persons shall be sufficient delivery to all.
11. Where a member transfers part only of the shares comprised in a share
certificate the old certificate shall be cancelled and a new certificate for the
balance of such shares issued in lieu without charge.
12. If a share certificate shall be damaged, defaced, lost, stolen or
destroyed, it may be replaced by a new certificate on payment of such fee (if
any) not exceeding one dollar and on delivery up of the certificate or (if lost,
stolen or destroyed) on such terms (if any) as to evidence and indemnity and the
payment of out-of-pocket expenses of the Company in connection with the request
for the new certificate as the Directors think fit.
13. No part of the funds of the Company shall directly or indirectly be
employed in the purchase of or in loans upon the security of the Company's
shares but nothing in this regulation shall prohibit transactions specifically
mentioned in the Ordinance.
L I E N
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14. The Company shall have a first and paramount lien on every share not
being a fully paid up share for any debt or other liability due to the Company
by the holder thereof or his estate and for all moneys (whether presently
payable or not) called or payable at a fixed time in respect of that share and
the company shall also have a lien on all shares standing registered in the name
of a single person for all moneys presently payable by him or his estate to the
Company but the directors may at any time declare any share to be wholly or in
part exempt from the provisions of this regulation and the Company's lien (if
any on a share extend to all dividends payable thereon.
15. 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 such part of the amount in respect of which the lien exists as is
presently payable and advising of the intention to sell in default has been
given to the registered holder for the time being of the share or the person
entitled thereto by reason of his death or bankruptcy.
16. For 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 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.
17. The net proceeds of the sale shall be received by the Company and after
payment of the costs of such sale shall be applied in payment of such part of
the amount in respect of which the lien exists as is presently payable and the
residue shall (subject to a like lien for sums not presently payable as existed
upon the shares prior to the sale) be paid to the person entitled to the shares
at the date of the sale.
CALLS ON SHARES
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18. The directors may from time to time make calls upon the members in
respect of any moneys unpaid on their shares (whether on account of the nominal
value of the shares or by way of premiums) and not by the terms of issue made
payable at fixed times and each member shall (subject to receiving at least
fourteen days notice specifying the time or times of payment) pay to the Company
at the time or times so specified the amount called on his shares.
19. A call shall be deemed to have been made at the time when the
resolution of the directors authorised the call was passed and may be required
to be paid by instalments.
20. The joint holders of a share shall be jointly and severally liable to
pay all calls in respect thereof.
21. 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 upon the sum from the day appointed for the payment thereof to the time
of the actual payment at such rate (not exceeding 15 per centum per annum) as
the directors may determine but the directors shall be at liberty to waive
payment of that interest wholly or in part.
22. Any sum which by the terms of issue of a share becomes payable on
allotment or on any fixed date whether on account of the nominal value of the
share or by way of premium shall for the purpose of these regulations be deemed
to be a call duly made and payable on the date on which by the terms of issue
the same becomes payable and in case of non-payment all the relevant provisions
of these regulations as to payment of interest and expenses forfeiture or
otherwise shall apply as if such sum had been payable by virtue of a call duly
made and notified.
23. The directors may on the issue of shares differentiate between the
holders as to the amount of calls to be paid and time of payment.
24. The directors may if they think fit receive from any member willing to
advance the same all or any part of the moneys (whether on account of nominal
value or by way of premiums uncalled and unpaid upon any shares held by him and
such payment in advance of calls shall extinguish pro tanto the liability upon
the share in respect of which it is made and upon all or any of the moneys so
advanced may (until the same would but for such advance become presently
payable) pay interest at such rate (not exceeding without the sanction of the
Company in general meeting 15 per centum per annum) as may be agreed upon
between the members paying the sum in advance and the directors.
SHARE TRANSFERS
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25. Subject to the other provisions of these Articles the instrument of
transfer of any share shall be executed by or on behalf of the transferor and
transferee and the transferor shall be deem to remain a holder of the share
until the name of the transferee is entered in the register of members in
respect thereof.
26. Any member may transfer all or any of his shares by instrument in
writing in the following form or in any usual or common from which the Directors
shall approve:
"I, A.B. of In consideration
of the sum of $ paid to me by C.D.
of (hereinafter called "the said transferee") do hereby transfer
to the said transferee the share (or shares) numbered
in the undertaking called to hold the same unto the said
transferee subject to the several conditions on which I hold the
same and I, the said transferee do hereby degree to take the said
share (or shares) subject to the conditions aforesaid.
As witness our hands the day of
198 ".
27. The directors may decline to register the transfer of a share on which
the company has a lien.
28. The directors may also decline to recognise any instrument of transfer
unless:
(a) A Fee of One Dollar or such lesser sum as the directors may from
time to time require is paid to the Company therefor.
(b) The instrument of transfer is accompanied by the Certificate of the
Shares to which it relates and such other evidence as the directors
may reasonably require to show the right of the transferor to make
the transfer and
(c) the instrument of transfer is in respect of only one class of shares
(d) the instrument of transfer is accompanied by such evidence as the
Directors may reasonably require of the right of transferee to hold
such shares under the Aliens (Landholding Ordinance or otherwise.
29. The Directors may in their absolute discretion and without assigning
any reason therefor decline to register any transfer of shares (not being fully
paid shares). If the Directors refuse to register a transfer they shall within
two months after the date on which the transfer was lodged with the Company send
to the transferee notice of the refusal.
30. The registration of transfers may be suspended at such times and for
such period as the directors may from time to time determine either generally or
in respect of any class of shares provided always that the register shall not be
closed for more than thirty days in any year.
31. No fee shall be charged in respect of the registration of any
instrument of transfer or grant of probate or letters of administration
certificate of death or marriage power of attorney, notice in lieu of distringas
or other instrument or document relating to or affecting the title to any shares
or otherwise for making any entry in the Register affecting the title to any
shares.
32. Nothing in these presents 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
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33. In case of the death of a member the survivor or survivors where the
deceased was a joint holder and the legal personal representatives of the
deceased when he was a sole holder shall be the only persons recognised by the
Company as having any title to his interest in the shares but nothing herein
contained shall release the estate of the deceased holder whether sole or joint
from any liability in respect of any share held by him.
34. Save as otherwise provided by or in accordance with these presents a
person becoming entitled to a share in consequence of the death or bankruptcy of
a member shall upon such evidence being produced as may from time to time be
properly required by the directors have the right either to be registered as a
member in respect of the share or instead of being registered himself to make
such transfer of the share as the deceased or bankrupt person could have made
but the directors shall in either case have the same right to decline or suspend
registration as they would have had in the case of a transfer of the share by
the deceased or bankrupt person before the death or' bankruptcy.
35. 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 and if he shall elect to have another person
registered he shall testify the election by executing to that person a transfer
of the share and all the limitations restrictions and provisions of these
regulations relating to the right to transfer and the registration of transfer
of shares shall be applicable to any such notice or transfer aforesaid as if the
death or bankruptcy of the member had not occurred and the notice or transfer
were a transfer signed by that member.
36. A person becoming entitled to a share by reason of the death or
bankruptcy of the holder (upon supplying to the Company such evidence as the
directors may reasonably require to show his title to the share) shall be
entitled to the same dividends and other advantages to which he would be
entitled if he were the registered holder of the share except that he shall not
before being registered as a member in respect of the share be entitled in
respect of it to exercise any rights conferred by membership in relation to
meetings of the Company provided always that the directors may at any time give
notice requiring any such person to elect either to be registered himself or to
transfer the share and if notice is not complied with within ninety days the
directors thereafter withhold payment of all dividends bonuses or other monies
payable in respect of the share until the requirements of the notice have been
complied with.
FORFEITURE OF SHARES
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37. If a member fails to pay in full 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 in accordance with
Article 21.
38. The notice shall name a further day (not earlier than the expiration of
fourteen days from the date of the notice) on or before which 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 appointed the shares in respect of which the
call was made will be liable to be forfeited.
39. If the requirements of any such notices as aforesaid are not complied
with any share in respect of which the notice has been given may at any time
thereafter before the payment required by the notice has been made be forfeited
by a resolution of the directors to that effect. Such forfeiture shall include
all dividends declared in respect of the forfeited share and not actually paid
before forfeiture. The directors may accept a surrender of any share liable to
be forfeited hereunder.
40. A forfeited share shall become the property of the Company and may be sold
or otherwise disposed of on such terms and in such manner as the directors think
fit and at any time before a sale 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 person.
41. A person whose shares have been forfeited shall cease to be a member in
respect of the forfeited shares but shall notwithstanding 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 the rate
of 15 per centum per annum (or such lower rate as the directors may approve)
from the date of forfeiture until payment but the directors may waive payment of
such interest either wholly or in part and the directors may enforce payment
without any allowance for the value of the shares at the time of forfeiture but
his liability shall cease if and when the Company received payment in full
of the nominal amount of the shares plus interest at such rate from the date of
forfeiture to the date of payment.
42. A statutory 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
or sold to satisfy a lien of the Company on a date stated in the declaration
shall be conclusive evidence of the facts therein stated as against all persons
claiming to be entitled to the share and the Company may receive the
consideration (if any) given for the share on any sale or disposition thereof
and may execute a transfer of the share in favour of the person to whom the
share is sold or disposed of and he shall thereupon be registered as the holder
of the share and shall not be bound to see to the application of the purchase
money (if any) nor shall his title to the share be affected by any irregularity
or invalidity in the proceedings in reference to the forfeiture sale or disposal
of the share.
43. The provisions of these regulations as to forefeiture shall apply in the
case of non-payment of any sum which by the terms of issue of a share becomes
payable at a fixed time whether on account of the amount of the share or by way
of premium as if the same had been payable by virtue of a call duly made and
notified.
CONVERSION OF SHARES INTO STOCK
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44. The Company may be ordinary resolution convert any paid-up shares into
stock and reconvert any stock into paid-up shares of any denomination. If and
when any unissued shares of any class in the capital of the Company for the time
being shall have been issued and be fully paid and at that time the share of
that class previously issued shall stand converted into stock such further
shares upon being fully paid shall ipso facto be converted into stock
transferable into the same units as the existing stock of that class.
45. The holders of stocks may transfer the same or any part thereof in the same
manner and subject to the same regulations as and subject to which the shares
from which the stock arose might previously to conversion have been transferred
or as near thereto as circumstances admit; but the directors may from time to
time fix the minimum amount of stock transferable and restrict or forbid the
transfer of fractions of that minimum but the minimum shall not exceed the
nominal amount of the shares from which the stock arose.
46. The holders of shall share according to the amount of the stock held by
them have these same rights privileges and advantages as regards dividends
voting at meetings of the Company and other matters as if they held the shares
from which the stock arose but no such privileges or advantage (except
participation in the profits and ________ of the Company shall be conferred by
any such aliquot part of stock would not if existing in shares have conferred
that privilege or advantage.
47. Such of the regulations of the Company as are applicable to paid-up shares
shall apply to stock and the words "share" and "shareholder" thereto shall
include "stock" and "stockholder" respectively and shall be construed
accordingly.
ALTERATION OF CAPITAL
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48. The Company may from time to time by special resolution increase the share
capital by such sum to be divided into shares of such amount as the resolution
shall prescribe.
49. Subject to any direction to the contrary that may be given by the Company in
General Meeting by special resolution all new shares and all unissued shares
shall be offered to the members in proportion to the existing shares held by
them and such offer
shall be made by notice specifying the number of shares to which the member is
entitled and limiting a time within which the offer, if not accepted, will be
deemed to be declined; and after the expiration of such time or on receipt of an
intimation from the member to whom such notice is given, that he declines to
accept the shares offered, the Directors may dispose of the same in such manner
as they think most beneficial to the Company.
50. The new shares shall be subject to the same provisions with reference to
allotment payment of calls lien transfer transmission forfeiture and otherwise
as the shares in the original share capital.
51. The Company may by ordinary resolutions:-
(a) Consolidate and divide all or any of its share capital into shares
of larger amount than its existing shares.
(b) Sub-divide its existing shares or any of them into shares of smaller
amount than is fixed by the Memorandum of Association subject
nevertheless to the provisions of the Ordinance 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, as compared with the others have any
such preferred, deferred or other special rights, or be subject to
any such restrictions, as the Company has power to attach to
unissued or new 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.
52. Upon any consolidation of fully paid shares into shares of larger
amount the Directors may settle any difficult which may arise with regard
thereto and in particular may as between the holders of shares so consolidated
determine which shares are consolidated into each consolidated share and in the
case of any shares registered in the name of one holder (or joint holders) being
consolidated with shares registered in the name of another holder (or joint
holders) may make such arrangements for the allocation, acceptance or sale of
the consolidated share and for the distribution of any moneys received in
respect thereof as may be thought fit and for the purpose of giving effect
thereto may appoint some person to transfer the consolidated share or any
fractions thereof and to receive the purchase price thereof and any transfer
executed in pursuance thereof shall be effective and after such transfer has
been registered no person shall be entitled to question its validity.
53. The Company may be special resolution reduce its share capital and any
capital redemption reserve fund or share premium account in any manner and with
the subject to any incident authorised and consent required by law.
GENERAL MEETINGS
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54. A general meeting shall be held one in every calendar year at such time
(not being more than fifteen months after the holding of the last preceeding
general meeting) and place as may be determined by the Directors or in default
at such time in the third month following that in which the anniversary of the
Company's incorporation occurs and at such place as the directors shall appoint
and in default of a general meeting being so held a general meeting shall be
held in the month next following and may be convened by any two members in the
same manner as nearly as possible as that in which meetings are to be convened
by the directors.
55. The above mentioned general meetings shall be called ordinary general
meetings. All other general meetings shall be called extraordinary general
meetings.
56. The directors may whenever they think fit convene an extraordinary general
meeting and extraordinary general meetings shall also be convened on such
requisition or in default may be convened by such requisitionists as provided by
the Ordinance and if at any time there are not in the Country sufficient
directors capable of acting to form a quorum any director or any two members of
the Company may convene an extraordinary general meeting in the same manner as
nearly as possible as that in which meetings may be convened by the Directors.
NOTICE OF GENERAL MEETINGS
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57. Subject to the provisions of the Ordinance relating to special resolutions
twenty-eight days notice in writing at the least (exclusive of the day on which
the notice is served or deemed to be served but inclusive of the day for which
notice is given) specifying the place the day and the hour of meeting and the
general nature of the business shall be given in manner hereinafter mentioned or
in such other manner if any as may be prescribed by the Company in general
meeting to such persons as are under the regulations of the company entitled to
receive such notices from the Company and also to the Auditors provided that a
meeting of the Company shall notwithstanding that it is called by shorter notice
than that specified in this regulation be deemed to have been duly called if it
is so agreed;
(a) In the case of a meeting called as the ordinary general meeting by
all the members entitled to attend and vote thereat and
(b) In the case of any other meeting by a majority in number of the
members having a right to attend and vote at a meeting being a
majority together holding not less than 95 per centum in nominal
value of the shares giving that right.
Provided however that the accidental omission to give notice of a meeting
to or the non-receipt of a notice of a meeting by any member shall not
invalidate the proceedings at any meeting.
58. Every notice calling a General Meeting in addition to specifying the place
and the day and hour of the meeting and the general nature of the business shall
also state with reasonable prominence in every such notice a statement that a
member entitled to attend and vote is entitled to appoint a proxy to attend and,
on a poll, vote instead of him and that a proxy need not be a member of the
Company.
In the case of an Ordinary General Meeting, the notice shall also specify
the meeting as such.
In the case of any General Meeting at which business other than routine
business is to be transacted, the notice shall specify the general nature of
such business; and if any resolution is to be proposed as an Extraordinary
Resolution or as a Special Resolution, the notice shall contain a statement to
that effect.
PROCEEDINGS AT GENERAL MEETINGS
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59. Routine business shall mean and include only business transacted at an
Ordinary General Meeting of the following classes, that is to say:
(i) declaring dividends
(ii) considering and adopting the accounts, the reports of the Directors
and Auditors and other documents required to be annexed to the
accounts
(iii) appointing Auditors and fixing the remuneration of the Auditors or
determining the manner in which such remuneration is to fixed
(iv) appointing or re-appointing Directors to fill vacancies arising at
the meeting on retirement by rotation otherwise
60. The Directors shall on the requisition of members in accordance with the
provisions of the Ordinance but subject as therein provided:
(i) give to the members entitled to receive notice of the next Ordinary
General Meeting, notice of any resolution which may property be
moved and is intended to be moved at that meeting.
(ii) circulate to the members entitled to have notice of any General
Meeting, 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.
61. No business shall be transacted at any general meeting unless a quorum of
members is present at the time when the meeting proceeds to business and save as
herein otherwise provided members personally present or by proxy shall be a
quorum for all purposes.
62. If within half an hour from the time appointed for the meeting quorum
is not present the meeting if convened upon the requisition of members 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 and if at the adjourned meeting a quorum is not
present within half an hour from the time appointed for the meeting the members
present if more then one shall be a quorum.
63. The Chairman, failing whom the Deputy Chairman, if any, of the Board of
Directors, shall preside as Chairman at every general meeting of the Company.
64. If there is no such Chairman or Deputy Chairman or if at any meeting he is
not present within fifteen minutes after the time appointed for holding the
meeting or is unwilling to act as Chairman the members present shall choose some
one of their number to be Chairman.
65. The Chairman may with the consent of any meeting at which a quorum is
present (and shall if so directed by the meeting) adjourn the meeting from time
to time and from place to place but no business shall be transacted any
adjourned meeting other than the business left unfinished at the meeting from
which the adjournment took place and when a meeting is adjourned for thirty days
or more notice of the adjourned meeting shall be given as in the case of an
original meeting; save as aforesaid it shall not be necessary to give any notice
of an adjournment or of the
business to be transacted at an adjourned meeting.
66. 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 results of the how of hands) demanded by the Chairman of the
meeting or at least three members present in person or by proxy entitled to vote
or by one member or two members so present and entitled if that member to those
two members together hold not less than 15 per centum of the paid up capital of
the Company and unless a poll is so demanded and the demand be not withdrawn a
declaration by the Chairman that a resolution has on a show of hands been
carried or carried unanimously or by a particular majority or lost and an entry
to that effect in the book of the proceedings of the Company shall be conclusive
evidence of the fact without proof of the number or proportion of the votes
recorded in favour of or against the resolution. A demand for a poll may be
withdrawn.
67. If a poll is duly demanded and the demand be not withdrawn it shall be
taken in such manner as the Chairman directs (including the use of ballot or
voting papers or tickets) and the result of the poll shall be deemed to be the
resolution of the meeting at which the poll was demanded. The Chairman of the
meeting may (and if directed by the meeting shall) appoint scrutineers and may
adjourn the meeting to some place and time fixed by him for the purpose of
declaring the result of the poll.
68. In the case of an equality of votes whether on a show of hands or on a poll
the chairman of the meeting at which the show of hands takes place or at which
the poll is demanded shall be entitled to a second or casting vote.
69. A poll demanded on the election of a chairman or on a question of
adjournment shall be taken forthwith and a poll demanded on any other question
shall be taken at such time not being more then thirty days from the date of the
meeting as the Chairman of the meeting directs. The demand for a poll shall not
prevent the continuance of the meeting for the transaction of any business other
than the question on which the poll has been demanded.
VOTES OF MEMBERS
----------------
70. Subject to any special rights or restrictions as to voting attached by
or in accordance with these presents to any class of shares on a show of hands
every member present in person shall have one vote and on a poll every member
shall have one vote for each share of which he is a holder.
71. In the case of joint holders the vote of the senior who tenders a vote
whether in person or by proxy shall be accepted to the exclusion of the votes of
the other joint holders and for this purpose seniority shall be determined by
the order in which the names stand in the register of members in respect of the
joint holding.
72. A member of unsound mind or in respect of whom an order has been made
by any court having jurisdiction in lunacy may vote whether on a show of hands
or on a poll by his committee or other person in the nature of a committee
appointed by that court and any such committee or other person may on a poll
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
Transfer Office not less then forty-eight hours before the time for holding the
meeting or adjourned meeting or for the taking of the poll at which it is
desired to vote.
73. No member shall be entitled unless the Directors otherwise determine to
vote at any general meeting unless all calls or other sums presently payable by
him in respect of shares in the Company have been paid.
74. On a poll votes may be given either personally or by proxy. A person
entitled to more than one vote need not use all his votes or cast all the votes
he uses in the same way. A proxy need not be a member of the Company. No
objection shall be raised to the admissability of any vote except at the meeting
or adjourned meeting at which the vote objected to is or may be given or
tendered and every vote not disallowed at such meeting shall be valid for all
purposes. Any such objection shall be referred to the Chairman whose decision
shall be final and conclusive.
75. 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 seal or under the hand of an officer or attorney duly
authorised.
76. 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 registered office of the Company
not less than forty-eight hours before the time for holding the meeting or
adjourned 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.
77. An instrument appointing a proxy may be in the following form or any other
form which the directors shall approve:
"I, of
being a member of
hereby appoint of
as my proxy to vote for me
and on my behalf at the (ordinary or extraordinary as the case may be)
general meeting of the company to be held on the day of 19 and at any
adjournment.
Signed this day of 19 ."
78. The instrument appointing a proxy shall be deemed to confer authority to
demand or join in demanding a poll and shall unless the contrary is stated
thereon be valid as for any adjournment of the meeting as for the meeting to
which it relates.
79. No objection shall be raised to the qualification of any voter except
at the meeting or adjourned meeting at which the vote objected to is given or
tendered and every vote not disallowed at such meeting shall be valid for all
purposes and any such objection made in due time shall be referred to the
chairman of the meeting whose decision shall be final and conclusive.
80. A vote given in accordance with the terms of an instrument of proxy
shall be valid notwithstanding the previous deaths or insanity of the principal
or revocation of the proxy
or of the authority under which the proxy was executed or of the transfer of the
share in respect of which the proxy is given provided that no intimation in
writing of such death insanity revocation or transfer as aforesaid shall have
been received by the Company at the office at least one hour before the
commencement of the meeting or adjourned meeting at which the proxy is used.
CORPORATIONS ACTING BY REPRESENTATIVES
--------------------------------------
AT MEETINGS
-----------
81. Any corporation which is a member 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 of any class of members
of the Company and the person so authorised shall be entitled to exercise the
same powers on behalf of the corporation which he represents at that corporation
could exercise if it were an individual member of the Company.
DIRECTORS
---------
82. The number of directors shall not be less than two nor more than ten. The
directors of the company shall be determined by the Company in General Meeting
but an appointment in writing by all the shareholders for the time being shall
be deemed to be a valid appointment of any director or directors. The first
directors shall be appointed under the hand of the subscribers to the Memorandum
of Association.
83. No person other than a Director retiring at the meeting shall, unless
recommended by the Directors for election, be eligible for appointment as a
Director at any General Meeting unless not less than seven nor more than
forty-two days before the day appointed for the meeting there shall have been
left at the office notice in writing signed by some member (other than the
person to be proposed) duly qualified to attend and vote at the meeting for
which such notice is given of his intention to propose such person for election
and also notice in writing signed by the person to be proposed of his
willingness to be a director.
84. The remuneration of directors shall from time to time be determined by the
Company in general meeting and such remuneration shall be deemed to accrue from
day to day and the directors may also be paid all travelling hotel and other
expenses properly incurred by them in attending and returning from meetings of
the directors or any committee of the directors or any general meetings of the
Company or in connection with the business of the Company.
85. A director shall not be required to hold a qualification share. A director
who is not a member of the Company shall nevertheless be entitled to attend and
speak at General Meetings.
86. A director of the Company may be or become a director or other officer
of or otherwise interested in any Company promoted by the Company or in which
the Company may be interested as shareholder or otherwise and no such director
shall be accountable to the Company for any remuneration or other benefits
received by him as a director or officer of or from his interest in such other
Company unless the Company otherwise directs.
87. Any director who is appointed to any executive office or who serves on any
committee or who otherwise performs services which in the opinion of the
directors are outside the scope of the ordinary duties of a Director, may be
paid such extra remuneration by way of salary, commission or otherwise as the
Directors may determine.
88. The directors shall have power to pay and agree to pay pensions or other
retirement, superannuation, death or disability benefits to (or to any person in
respect of) any director or ex-director who may hold or have held any executive
office or any office or place of profit under the Company or any of its
subsidiaries and for the purpose of providing any such pensions or other
benefits to contribute to any scheme or fund or to pay premiums.
89. A director (or alternate director) may contract or be interested in any
contract or arrangement with the Company or any other Company in which the
Company may be interested and hold any office or place of profit (other than the
office of Auditor of the Company) under and he (or any firm of which he is a
member) may act in a professional capacity for the Company or any such other
Company and (unless otherwise agreed) may retain for his own absolute use and
benefit all profits and advantages accruing to him therefrom.
BORROWING POWERS
-----------------
90. 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 debenture stock and other securities
whether outright or as security for any debt liability or obligation of the
Company or of any third party.
POWERS AND DUTIES OF DIRECTORS
------------------------------
91. The business of the Company shall be managed by the directors who may pay
all expenses incurred in forming and registering the Company and may exercise
all such powers of the Company as are not by the Ordinance 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 Ordinance 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 that regulation had not been
made.
92. The directors may from time to time and at any time by power of attorney
appoint any Company firm or person or body or 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
exceeding those vested in or exercisable by the director under these
regulations) and for such period and subject to such conditions as they may
think fit and any such powers of attorney may contain such provisions for the
protection and convenience of persons dealing with any such attorneys as the
directors may think fit and may also authorise any such attorney to delegate all
or any of the powers authorities and discretions vested in him.
93. A director who is in any way whether directly or indirectly interested in a
contract or proposed contract with the Company shall declare the nature of his
interest at a meeting of the directors in accordance with the requirements of
the Ordinance.
94. A director shall not vote in respect of any contract or arrangement in
which he is interested and if he shall do so his vote shall not be counted nor
shall he be counted in a quorum present at the meeting butt neither of these
prohibitions shall apply to:-
(a) any arrangement for giving any director any security or indemnity in
respect of money lent by him to or obligations taken by him for the
benefit of the Company or
(b) to any arrangement for the giving by the Company of any security to
a third party in respect of a debt or obligation of the Company for
which a director himself has assumed responsibility in whole or in
part under a guarantee or indemnity or by the deposit of a security
or
(c) any contract by a director to subscribe for or underwrite shares or
debentures of the Company or
(d) any contract or arrangement with any other company in which he is
interested only as an officer of the Company or as holder of shares
or other securities.
(e) any such scheme or fund as is referred to in Article 88 which
relates both to directors and to employees or a class of employees
and does not accord to any director as such any privilege or
advantage not generally accorded to the employees to which the
scheme or fund relates.
And these prohibitions may at any time be suspended or relaxed to any
extent and either generally or in respect of any particular contract arrangement
or transaction by the Company in General Meeting.
95. A director may hold any other office or place of profit under the Company
(other than the office of Auditor) in conjunction with his office of director
for such period and on such terms (as to remuneration and otherwise) as the
directors may determine and no director or intending director shall be
disqualified by his office from contracting with the Company either with regard
to his tenure of any such other office or place of profit or as vendor purchaser
or otherwise nor shall any such contract or any contract 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 realised
by any such contract or arrangement by reason of such director holding that
office or of the fiduciary relationship thereby established.
96. A director notwithstanding his interest may be counted in the quorum
present at any meeting whereat he or any other director is appointed to hold any
such office or place of profit under the company or whereat the terms of any
such appointment are arranged and he may vote on any such appointments or
arrangements other than his own appointment or the arrangement of the terms
thereof.
97. Any director may act by himself or his firm in a professional capacity
for the Company and he or his firm shall be entitled to remuneration for
professional services as if he were not a director.
98. All cheques promissory notes drafts bills of exchange and other negotiable
or transferable instruments and all receipts for monies 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.
99. The directors may, from time to time appoint any person to an office or
employment having a designation or title including the word "Director" or attach
to any existing office or employment with the Company such a designation or
title. The inclusion of the word "Director" in the designation or title of any
office or employment with the Company shall not imply that the holder thereof is
a Director of the Company nor shall such holder thereby be empowered in any
respect to act as a Director of the Company or be deemed to be a director for
any of the purposes of these presents.
100. The directors shall cause minutes to be made in books provided for the
purpose.
(a) of all appointments of officers made by the directors.
(b) of the names of the directors present at each meeting of the
directors and of any committee of the directors.
(c) of all resolutions and proceedings at all meetings of the Company
and any class of members of the Company and of directors and of
committees of the directors.
101. Any register, index, minute book, book of account or other book
required by these presents of the Statutes to be kept by or on behalf of the
Company may be kept either by making entries in bound books or by record them in
any other manner. In any case in which bound books are not used, the Directors
shall take adequate precautions for guarding against falsification and for
facilitating its discovery.
102. The directors on behalf of the Company may pay a gratuity or pension or
allowance on retirement to any director who has held any other salaried office
or place of profit of the Company or to his widow or his dependents and may make
contributions to any fund and pay premiums for the purchase or provisions of any
such gratuity pension or allowance.
DISQUALIFICATION OF DIRECTORS
-----------------------------
103. The office of director shall be vacated if the director:
(a) ceases to be a director by virtue of the provisions of the Ordinance
or
(b) becomes bankrupt or shall compound with his creditors generally or
(c) becomes prohibited from being a director by reason or any order made
under the Ordinance or
(d) is found to be or becomes of unsound mind or
(e) resigns his office by notice in writing to the Company or
(f) shall for more than six months have been absent without permission
of the directors from meetings of the directors held during that
period and the directors resolve that his office be vacated.
(g) if he is removed under the provisions of Article 110 hereof.
ROTATION OF DIRECTORS
----------------------
104. Except in the case of a Managing Director or Directors on fixed service
contracts at the first ordinary general meeting of the Company the whole of the
directors shall retire from office and at the ordinary general meeting in every
subsequent year one third of the directors for the time being or if their number
is not three or a multiple of three then the number nearest one-third shall
retire from office provided that when the number of directors is reduced to two
neither of them is bound to retire under this article. Every resolution at a
General Meeting for the appointment of a director shall relate to one named
person only.
105. The directors to retire in every year shall be those who have been
longest in office since their last election but as between persons who become
directors on the same day those to retire (unless they otherwise agree among
themselves) be determined by lot.
106. A retiring director shall be eligible for re-election.
107. The Company at the general meeting at which a director retires in manner
aforesaid may fill up the vacated office by electing a person thereto and in
default the retiring director shall be deemed to have been re-elected unless at
such meeting it is resolved not to fill up such vacated office.
108. The Company may from time to time in general meeting by ordinary
resolution increase or reduce the number of directors and may also determine in
what rotation the increased or reduced number is to go out of office.
109. 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
addition to the existing directors but so that the total number of directors
shall not at any time exceed the number fixed in accordance with these
regulations and any director so appointed shall hold office only until the next
following annual general meeting and shall then be eligible for reelection but
shall not be taken into account in determining the directors who are to retire
by rotation at such meeting. The directors shall have power to remove any
director appointed under the provisions of this article before the next
following annual general meeting.
110. The Company may by extraordinary resolution remove any director before
the expiration of his period of office and may by an ordinary resolution appoint
another person in his stead and such person so appointed shall be subject to
retirement at the same time as if he had become a director on the day on which
the director in whose place he had been appointed was last elected a director
provided that such removal shall be without prejudice to any claims such
director may have for damages for breach of any contract of service between him
and the Company.
PROCEEDINGS OF DIRECTORS
------------------------
111. The directors may meet together for the despatch of business adjourned
and otherwise regulate their meetings as they think fit and questions arising at
any meeting shall be decided by a majority of votes and in case of an equality
of votes the chairman shall have a second or casting vote provided that a
director may and a secretary on the requisition of a director shall at any time
summon a meeting of the directors.
112. The quorum necessary for the transaction of the business of the directors
shall be half the number of directors for the time being plus one.
113. The continuing directors may act notwithstanding any vacancy in their
body but if and so long as their number is reduced below the number fixed by or
pursuant to the regulations of the Company as the necessary quorum of directors
the continuing directors may act for the purpose of increasing the number of
directors to that number or of summoning a general meeting of the Company but
for no other purpose.
114. The directors may elect a chairman of their meetings and determine the
period for which he is to hold office but if no such chairman is elected or if
at any meeting the chairman is not 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.
115. The directors may delegate any of their powers to committees
consisting of such member or members of their body as they think fit and any
committee so formed shall in the exercise of the powers so delegated conform to
any regulations that may be imposed on it by the directors.
116. A committee may elect a chairman of its meetings and if no such
chairman is elected or if at any meeting the chairman is not present within five
minutes after the time appointed for holding the same the members present may
choose one of their number to be chairman of the meeting.
117. A committee may meet and adjourn as it thinks proper and questions
arising at any meeting shall be determined by a majority of votes of the members
present and in any case of an equality of votes the chairman shall have a second
or casting vote.
118. All acts done by any meeting of the directors or of a committee of
directors or by any person acting as a director shall notwithstanding that it be
afterwards discovered that there was some defect in the appointment of any such
director or person acting as aforesaid or that they or any of them were
disqualified be as valid as if every such person had been duly appointed and was
qualified to be a director.
119. A resolution in writing signed by all the directors for the time being
entitled to receive notice of a meeting of the directors shall be as valid and
effectual as if it had been passed at a meeting of the directors duly convened
and held.
MANAGING DIRECTOR
-----------------
120. The directors may from time to time appoint one or more of their body to
the office of managing director for such period and on such terms as they think
fit and subject to the terms of any agreement entered into in any particular
case may revoke such appointment and a director so appointed shall not whilst
holding that office be subject to retirement by rotation or be taken into
account in determining the rotation of retirement of directors but his
appointment shall be automatically determined if he ceases from any cause to be
a director.
121. A managing director shall receive shall remuneration (whether by way of
salary commission or participation in profits or partly in one way and partly in
another) as the directors may determine.
122. The directors may entrust to and confer upon a managing director
collaterally with or to the exclusion of their own powers and may form time to
time revoke withdraw alter or vary all or any of such collaterally with or to
the exclusion of their own powers and may from time to time revoke withdraw
alter or vary all or any of such powers.
123. The secretary shall be appointed by the directors for such term at such
remuneration and upon such conditions as they may think fit and any secretary so
appointed may be removed by them.
124. A provision of the Ordinance or these regulations requiring or authorising
a thing to be done by or to a director and the secretary shall not be satisfied
by being done by or to the same person acting both as director and as or in
place of the secretary.
ALTERNATE DIRECTOR
------------------
125. Any director may from time to time and at any time by notice in writing
signed by him and delivered to the office or at a meeting of directors appoint
any person approved
by a majority of the other directors to be an alternate director and may at any
time in the same manner remove such appointee. An alternate director shall not
be entitled to receive any remuneration from the Company, and shall require no
qualification, but shall in all other respects be subject to the provisions of
these Articles and shall (subject to the giving to the Company an address within
the Country at which notices may be served upon him) be entitled to receive
notices of and to attend and vote at all meetings of the Directors at which his
appointer is not present, and to exercise all the powers of his appointer as
Director in the absence of his appointer. An alternate director shall ipso facto
cease to hold office as alternate director if his appointer shall (otherwise
than by retirement at a Meeting at which he is re-elected) cease to hold office
as Director or on the happening of any event which if he were a Director would
cause him to vacate such office. An alternate director shall not (save as
aforesaid) have power to act as a director nor shall he be deemed to be a
director for the purposes of these presents.
ALTERNATE MEETING PLACES
------------------------
126. General meetings of the Company or Directors' Meetings may be held for
the convenience of shareholders and directors in such places or countries as the
Company may from time to time determine but unless otherwise so determined,
General and Directors' Meetings of the Company shall be held in such places or
countries as the Directors in their absolute discretion may decide.
S E A L
-------
127. The directors shall provide for the safe custody of the Seal which shall
only be used by the authority of the directors or of a committee of directors
authorised by the directors in that behalf and every instrument to which the
Seal shall be affixed shall (subject to the provisions of these presents as to
certificates for shares and debentures be signed by a director and shall be
countersigned by the Secretary or by a second director or by some other person
appointed by the directors for the purpose.
AUTHENTICATION OF DOCUMENTS
---------------------------
128. Any director or the Secretary or any person appointed by the Directors
for the purpose shall have power to authenticate any documents affecting the
constitution of the Company and any resolutions passed by the Company or the
Directors or any committee of the Directors, and any books, records, documents
and accounts relating to the business of the Company and to certify copies
thereof or extracts therefrom as true copies or extracts, and where any books,
records, documents or accounts are elsewhere than at the office the local
manager or other officer of the Company having the custody thereof shall be
deemed to be a person appointed by the Directors as aforesaid. A document
purporting to be a copy of a resolution or an extract from the minutes of a
meeting, of the Company or of the Directors or any committee of the Directors
which is certified as aforesaid shall be conclusive evidence in favour of all
persons dealing with the Company upon the faith thereof that such resolution has
been duly passed or, as the case may be, that such minutes or extract is a true
and accurate record of proceedings at a duly constituted meeting.
DIVIDENDS AND RESERVE
---------------------
129. The Company in general meeting may declare dividends but no dividend
shall exceed the amount recommended by the directors. The Directors may from
time to time pay to the members such interim dividends as appear to the
directors to be justified by the profits of the Company.
130. No dividend shall be paid otherwise than out of profits.
131. Unless and to the extent that the rights attached to any shares or the
terms of issue thereof otherwise provide, all dividends shall (as regards any
shares not fully paid throughout the period in respect of which the dividend is
paid) be apportioned and paid prorata. according to the amounts paid on the
shares during any portion or portions of the period in respect of which the
dividend is paid. For the purposes of this Article no amount paid on a share in
advance of calls shall be treated as paid on the share.
132. If and so far as in the opinion of the Directors the profits of the
Company justify such payment the Directors may pay the fixed dividends on any
class of shares carrying a fixed dividend expressed to be payable on fixed dates
on the half yearly or other dates prescribed for the payment thereof and may
also from time to time pay interim dividends of such amounts and on such dates
and in respect of such periods as they think fit. A resolution of the Directors
declaring any such dividend shall (once published with their authority) be
irrevocable and have the same effect as if such dividend had been declared upon
the recommendation of the Directors by an Ordinary Resolution of the Company.
133. Subject to the provisions of the Ordinance where any asset, business or
property is bought by the Company as from a past date (whether such date be
before or after the incorporation of the Company) the profits and loses thereof
as form such date may at the discretion of the Directors in whole or in part be
carried to revenue account and treated for all purposes as profits or losses of
the Company. Subject as aforesaid, if any shares or securities are purchased cum
dividend or interest, such dividend or interest may at the discretion of the
Directors be treated as revenue, and it be obligatory to capitalise the same or
any part thereof.
134. The directors may from time to time set aside out of the profits of the
Company such sums as they think proper as a reserve or reserves which shall at
the discretion of the directors be applicable for any purposes 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 investment (other than shares of the Company) as the directors
may from time to time think fit and the directors may also without placing the
same to reserve carry forward any profits which they may think prudent not to
divide.
135. Any surplus above the book value derived from the sale or realisation of
any capital asset shall be credited to a Capital Reserve or applied for any
capital purpose for which such Reserve is available hereunder. There shall also
be credited to such Reserve or applied as aforesaid, any other sums representing
accretions to capital assets, including in particular any sums resulting from
the writing up of the book values of any capital assets. Such Reserve shall not
be available for dividend but may be used to meet depreciation of capital assets
or for the improvement of capital assets or for such other capital purposes
(including capitalisation pursuant to the next following Article) as the
Directors may think fit. Any taxation arising in consequence of the disposal of
any capital asset and any deficit below book value resulting in the disposal of
any capital asset may be debited in whole or in part against such Reserve.
136. The directors may deduct from any dividends or other sums payable to any
member all sums of money (if any) presently payable by him to the Company on
account of calls or otherwise in relation to the shares of the Company.
137. The directors may retain any dividend or other moneys payable on or in
respect of a share on which Company has a lien, and may apply the same in or
towards satisfaction of the debts, liabilities or engagements in respect of
which the lien exists.
138. The Directors may retain the dividends payable upon shares in respect of
which any person is under the provisions as to the transmission of shares
hereinbefore contained entitled to become a member, or which any person is under
these provisions entitled to transfer, until such person shall become a member
in respect of such shares or shall transfer the same.
139. The payment to the directors of any unclaimed dividend or other moneys
payable on or in respect of a share into a separate account shall not constitute
the Company a trustee in respect thereof and any dividend unclaimed after a
period of 12 years from the date of declaration of such dividend shall be
forfeited and shall revert to the Company.
140. Any general meeting declaring a dividend or bonus may direct payment of
such dividend or bonus wholly or partly by the distribution of specific assets
and in particular of paid-up shares debentures or debenture stock of any other
company in any one or more of such ways and the directors shall give effect to
such resolution and where any difficulty arises in regard to such distribution
the directors may settle the same as they think expedient and in particular may
issue fractional certificates and fix the value for distribution of such
specific assets or any part thereof and may determine that cash payment shall be
made to any member upon the footing of the value so fixed in order to adjust the
rights of all parties and may vest any such specific asset in trustees as may
seem expedient to the directors.
141. Any dividend or other moneys payable in cash on or in respect of a share
may be paid by cheque or warrant sent through the post to the registered address
of the member or person entitled thereto (or, if two or more persons are
registered as joint holders of the share or are entitled thereto in consequence
of the death or bankruptcy of the holder, to any one of such persons) or to such
person and such address as such member or person or persons may by writing
direct. Every such 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 or
person or persons entitled to the share in consequence of the death or
bankruptcy of the holder may direct and payment of the cheque or warrant by the
banker upon 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.
142. If two or more persons are registered as joint holders of any share,
or are entitled jointly to a share in consequence of the death or bankruptcy of
the holder, any one of them may give effectual receipts for any dividend or
other moneys payable or property distributable on or in respect of the shares.
143. No dividend or other moneys payable on or in respect of a share shall bear
interest against the Company.
A C C O U N T S
---------------
144. The Directors shall cause proper books of account to be kept with respect
to:
(a) All sums of money received and expended by the Company and the
matters in respect of which the receipt and expenditure takes place.
(b) all sales and purchases of goods by the Company and
(c) the assets and liabilities of the Company.
145. The books of account shall be kept at the registered office of the
Company or at such other place or places as the Directors think fit and shall
always be open to the inspection of the directors.
146. The Directors shall from time to time determine whether and to what
extent and at what times and places and under what conditions or regulations the
accounts and books of the Company or any of them shall be open to the inspection
of members not being directors and no member (not being a director) shall have
any right of inspecting any account or book or document of the Company except as
conferred by Ordinance or authorised by the Directors or by the Company in
general meeting.
147. The Directors shall from time to time in accordance with the relevant
provisions of the Ordinance cause to be prepared and to be laid before the
Company in general meeting such profit and loss accounts balance sheets and
reports as are referred to in such provisions.
148. A copy of every balance sheet (including every document required by law to
be annexed thereto) which is to be laid before the Company in general meeting
together with a copy of the auditorsreport shall not less than seven days before
the meeting be sent to all persons entitled to receive notices of general
meetings of the Company provided that this regulation shall not require a copy
of those documents to be sent to any person of whose address the Company is not
aware or to more than one of the joint holders of any shares or debentures.
CAPITALISATION OF PROFITS
-------------------------
149. The Company in general meeting may upon the recommendation of the
directors resolve that it is desirable to capitalise any part of the amounts 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 amongst the members who would have been entitled thereto or
distributed by way of dividend and in the same proportions on condition that the
same be not paid in cash but be applied either in or towards paying up any
amount for the time being unpaid on any shares held by such members respectively
or paying up in full unissued shares or debentures of the Company to be allotted
and distributed credited as fully paid up to and amongst such members in the
proportion aforesaid or partly in one way and partly in the other and the
directors shall give effect to such resolution provided that a share premium
account and a capital redemption reserve fund may for the purpose of this
regulation only be applied in the paying up of un-issued shares to be issued to
members of the Company as fully paid bonuses.
150. Whenever such a resolution as aforesaid shall have been passed the
directors shall Make all appropriations and applications of the undivided
profits resolved to be capitalised thereby and all allotments and issues of
fully paid shares or debentures if any and generally shall do all acts and
things required to give effect thereto with full powers to the directors to make
such provision by the issue of fractional certificates or by payment in cash or
otherwise as they think fit for the case of shares or debentures becoming
distributable in fractions and also 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 or debentures to which they may be entitled upon such capitalisation or
(as the case may require) for the payment up by the Company on their behalf by
the application thereto of their respective proportions of the profits resolved
to be capitalised of the amounts or any part of the amounts remaining unpaid on
their existing shares and any agreement made under such authority shall be
effective and binding an all such members.
A U D I T
---------
151. Auditors shall be appointed and their duties regulated in accordance with
the provisions of the Ordinance.
152. The Auditors shall be entitled to attend any General Meeting and to
receive all notices of and other communications relating to any General Meeting
which any member is entitled to receive and to be heard at any General Meeting
on any part of the business of the meeting which concerns him as Auditor.
N O T I C E S
-------------
153. A notice may be given by the Company to any member either personally
or by sending it by post to him to his registered address or to the address, if
any, supplied by him to the Company for giving of notices to him. Where a notice
is sent by post to an address within the Country service of the notice shall be
deemed to be effected by properly addressing, prepaying and posting the letter
containing the notice and service shall be deemed to be effected twenty-four
hours after the posting thereof. Notices to a member whose registered address is
outside the Country shall be forwarded by prepaid air mail and service shall be
deemed to be effected twenty-eight days after the date of posting thereof.
154. If a member has not supplied to the Company any address for the giving of
notices to him a notice addressed to him and advertised in a daily newspaper
circulating in the Country shall be deemed duly given to him at noon on the day
in which the advertisement appears.
155. A notice may be given by the Company to the persons entitled to a share in
consequence of the death of bankruptcy of a member by sending it through the
post in a prepaid letter addressed to them by name or by the title of
representatives of the deceased or trustee of the bankrupt or by any like
description at the address if any within the Country supplied for the purpose by
the persons claiming to be so entitled or (until such an address has been so
supplied) by giving the notice in any manner in which the same might have been
given if the death or bankruptcy had not occurred.
156. A notice may be given by the Company to the joint holders of a share by
giving the notice to the joint holder named first in the register of members in
respect of the shares.
157. Notice of every general meeting shall be given in some manner hereinbefore
authorised to:
(a) every member except those members who have not supplied to the
Company an address for the giving of notices to them and also to
(b) every person entitled to a share in consequence of the death or
bankruptcy of a member who but for his death or bankruptcy would be
entitled to receive notice of the meeting.
(c) the Auditors
and no other persons shall be entitled to receive notices of general meetings.
WINDING UP
----------
158. If the Company shall be wound up the Liquidator may with the sanction
of an extraordinary resolution of tho Company and any other sanction required by
the Ordinance divide amongst the members in specie or kind the whole or pay part
of the assets of the Company (whether they shall consist of property of the same
kind or not) and may for such purpose set such value as he deems fair upon any
property to be divided as aforesaid and may determine how such division shall be
carried out as between the members or different classes of members and the
Liquidator may with the like sanctions vest the whole or any part of such assets
in such trustees upon such trusts for the benefit of the contributaries as the
Liquidator with the like sanctions shall think fit but so that no member shall
be compelled to accept any shares or other securities whereunder is any
liability.
CONSOLIDATED ACCOUNTS
---------------------
159. In addition to the Balance Sheets and Profit and Loss Accounts
required to be laid before the Company in General Meeting as provided in Article
147, the Board shall cause to be laid before the Company in General Meeting a
Consolidated Balance Sheet and Profit and Loss Account of the Company and any
subsidiaries together with the Auditor's Report thereon.
INDEMNITY
---------
160. Every director, managing director, agent auditor, secretary and other
officer for the time being of the Company shall be indemnified out of the assets
of the Company against any liability incurred by him in defending any
proceedings whether civil or criminal in which judgement is given in his favour
or in which he is acquitted in connection with any application under the
Ordinance in which relief is granted to him by the Court.
PRIVATE COMPANY
---------------
161. The Company is to be a private company and accordingly the following
provisions shall have effect:
(a) The number of members for the time being of the Company (exclusive
of persons who are in the employment of the Company and of persons
who having been formerly in the employment of the Company were while
in such employment and have continued after the determination of
such employment to be members of the Company and of holders of
Employees Shares in these Articles provided for) is not to exceed
fifty but where two or more persons hold one or more shares in the
Company jointly they shall for the purpose of this paragraph be
treated as a single member.
(b) Any invitation to the public to subscribe for any shares or
debentures or debenture stock of the Company is hereby prohibited.
(c) The Company shall not have power to issue share warrants to bearer.
(d) The right of transfer of shares shall be restricted as follows:
(i) Except as hereinafter provided no shares in the Company shall
be transferred unless and until the rights of preemption
hereinafter conferred shall have been exhausted.
(ii) Notwithstanding the foregoing provisions of these Articles,
every member or other person who intends to transfer shares
(hereinafter called "the Vendor") shall give notice in writing
to the Board of his intention and that notice shall specify the
price at which the Vendor intends to transfer the shares and
shall constitute the Board his agent for the sale of the said
shares in one or more lots at the discretion of the Board to
the members of the Company at the said price.
(iii) Upon receipt of the last mentioned notice the board shall
forthwith give notice to all the members of the Company of the
number and price of the shares to be sold and invite each of
them to state in writing within 21 days form the date of the
said notice whether he is willing to purchase any
_________________ number of the said shares he is willing to
purchase.
(iv) At the expiration to the said twenty one days the Board shall
allocate the said shares to or amongst the member or members
who shall have expressed his or their willingness to purchase
as aforesaid and (if more than one) so far as may be pro rata
according to the number of shares already held by them
respectively provided that no member shall be obliged to take
more than the said maximum number of shares so notified by him
as aforesaid and upon such allocation being made the Vendor
shall be bound on payment of the said price to transfer the
shares to the purchaser or purchasers and if he make default in
so doing the Chairman for the time being of the Directors of
the Company or failing him one of the directors duly nominated
by resolution of the Board for that purpose shall forthwith be
deemed to be the duly appointed attorney of the Vendor with
full power to execute, complete and deliver to the name and on
behalf of the Vendor the transfer of the shares to the
purchasing member and the Board may receive and give a good
discharge for the purchase money on behalf of the Vendor and
enter the name of the purchaser in the register of members as
holder by transfer of the said shares purchased by him.
(v) In the event of the whole of the said share not being sold the
Vendor may at any time within six months after the expiration
of the said 21 days transfer the shares not sold to any person
(subject to Articles 27, 28, 29 and 30) at not less than the
said price.
(vi) The provisions in clauses (i) (ii) (iii) (iv) and (v) hereof
shall not apply to a transfer to a person who is already a
member of the Company nor to a transfer merely for the purpose
of effectuating the appointment of new trustees nor to a
transfer by personal representatives to a legatee under the
Will of or to the person entitled tender the general law of
succession upon the death of a member nor to a transfer by a
trustee to a beneficiary provided that it is proved to the
satisfaction of the Board that the transfer bona fide falls
within one of these exceptions.
EMPLOYEE SHARES AND EMPLOYEE PROFIT SHARING
-------------------------------------------
REMUNERATION AND OTHER BENEFIT SCHEMES
--------------------------------------
162. Subject only to the general law for the time being in force and
notwithstanding anything to the contrary or otherwise in these Articles
contained, the Directors may implement any Health, Hospitalisation,
Recreational. Vacation, Educational Retirement or other Employee Incentive or
Benefit Schemes and may pay bonuses, gratuities, pensions, incentives, severance
and other benefits to or otherwise remunerate any employee of the Company by
means of a share of profits of the Company by remuneration varying with the
profits earned or the dividends declared, or with the output or turnover of the
Company, and such remuneration may be in addition to the ordinary remuneration
of such employee, and may be either in cash or by way of allotment of shares
fully or partly paid as the Directors think fit; and the Directors may establish
such schemes for remuneration of employees in manner aforesaid or for giving the
employees or any of them a share in the management or control of the Company as
the Directors may in their absolute discretion think fit; and the Directors may
from time to time vary any such schemes and may attach to any share allotted to
employee such preferential, deferred, qualified and other special rights,
privileges, conditions or restrictions as they think fit, whether in regard to
redemption, dividends voting, attendance and/or voting at the annual or other
general meetings, transfer or transmission, accounts, return of capital or
otherwise; Provided Always that any shares which shall be issued to any employee
of the Company by way of remuneration or share of profits as aforesaid shall be
called "Employee Shares", and, unless otherwise provided by the terms of issue,
shall be subject to the provisions hereinafter contained relating to Employee
Shares:-
(a) Each Employee Share shall, whilst it is held by an employee of the Company
rank for dividend as if it were an Ordinary Share of $1.00 fully paid up;
but whilst not held by an employee of the Company it shall not carry the
right to dividend unless the Directors in their absolute discretion so
resolve.
(b) An employee share shall not confer the right to vote or to attend at the
annual or other general meetings, or to receive or inspect accounts.
(c) An employee share shall not be transferable except as provided by paragraph
(d) of this Article.
(d) Whenever an employee share is allotted; or pursuant to this article, is
transferred to an employee of the Company, such employee shall be entitled
to retain and hold the same so long as he remains an employee of the
Company; and if by death, resignation, withdrawal, dismissal or otherwise,
he ceases to be an employee of the Company, he or his executors or
administrators shall be bound upon the request in writing of the Directors
to transfer such share at the par value thereof to such person as the
directors may nominate; and if such person is not an employee of the
Company, such person shall at any time, on the request of the Directors,
transfer such shares to an employee of the Company; Provided However that
the Directors may in either case elect to affect such transfer at a value
to be agreed between the employee and themselves or in default of such
agreement at a value to be fixed by the auditors for the time being of the
Company.
(e) If a person who ought in conformity with the last preceding paragraph of
this Article transfer any share makes default in transferring the same, the
Directors may in writing under the common seal, appoint any person to make
the transfer on behalf of the person in default and a transfer by such
appointee shall be effective as if it were doily executed by the person so
in default. A certificate under the
Seal that such power of appointment has arisen shall be conclusive for all
purposes.
(f) Any right, condition, or privilege attaching to an Employee Share as
provided in this Article or conferred by its terms of issue may be varied
by the Directors upon 14 days notice in writing of the term of such
variation being given to the Employee. If before the expiration of such
notice no written objection is revealed from the employee the variation
will be deemed to be valid and effective as at the date when such notice
was given. If the employee objects to such variation the Directors may
either withdraw the notice or request a transfer of and/or transfer the
Employee Share or Shares in the manner hereinbefore provided and (d) and
(e) hereof.
(g) In this Article "Employee" means and includes any Manager, Departmental
Manager, Foremen, Clerk, Workman and may include any person comprised in or
responsible for the management of the undertaking but the term does not
include directors or auditors; Provided However, that any Directors may be
deemed to be an employee of the Company for the purposes of this Article by
a resolution of the Directors.
(h) The Company shall have a lien on any Employee Share held by an Employee or
on the proceeds of any transfer thereof for any debt or liability due to
the Company by the employee.
(i) A transfer of all or any of the Employee Shares provided for in this
Article shall be effected by instrument in writing in the following form or
in any usual or common form which the Directors shall approve:
I, of
in consideration of the sum of $ paid
to me and in pursuance of a request made in writing by the
Directors of do
hereby transfer to of
(hereinafter called "the said transferee") the
Employee Share (or Employee Shares,) subject to the conditions aforesaid.
As witness our hands the day of 19 .
(j) The provisions of this Article shall be read and construed in conjunction
with the other provisions of these Articles of Association and in the event
of any conflict or inconsistency the provisions of this Article shall
prevail.
GOVERNING DIRECTOR
------------------
163. A Governing Director and/or his successor and/or successors may be
appointed in writing by the subscribers to the Memorandum and Articles of
Association or at any time in writing by all members for the time being of the
Company. Such appointment may include any specific or special terms, conditions
or privileges and together with the provisions of this Article shall be binding
on all present and future members of the
Company and upon such appointment the Company shall be deemed to be established
on the basis that the Governing Director and/or his successor and/or successors
is and are to be a Governing Director for life or such other term as may be
provided in the appointment and, notwithstanding anything to the contrary or
otherwise in these Articles contained, the following provisions shall then
apply:
(a) it shall be no objection to any agreement between the Company and the
Governing Director that the Governing Director as promoter and Governing
Director stands in a fiduciary position towards the Company or that in the
circumstances he does not constitute an independent Board and every member
of the Company present or future is to be deemed to join the Company upon
that basis.
(b) the Governing Director shall not be removed as Governing Director except by
death, resignation or lunacy so found or in accordance with the terms of
the appointment.
(c) no act of the Board of Directors or of any member thereof shall be valid
without the approval or ratification of the Governing Director provided
however that nothing herein contained shall operate to prevent the
Governing Director from delegating any of his powers or authorities as
Governing Director to the Board of Directors or on any member thereof or to
any other person or persons.
(d) no share may be transferred by a member or any person entitled to transfer
as long as the Governing Director is willing to purchase the same at the
price agreed or in default of agreement, the price fixed by the Auditors as
the proper price.
(e) in addition to the other authorities expressly or by implication conferred
by these presents on the Governing Director, he shall during his
continuance in office have, to the exclusion of General Meeting and the
Directors, full authority to determine inter alia.
(i) who shall be admitted as members and on what terms
(ii) who will be the other Directors and the Secretary and on what terms
and for what period.
(iii) the salaries and remuneration of the Directors, Secretary or other
employees of the Company.
(iv) what resolution shall be proposed to General Meetings and the Board
respectively.
(v) what shall be the amounts of dividends and when they shall be
declared and paid.
(vi) who shall have custody of the Seal and in what manner the same may
be affixed.
(vii) any convenient variation of Articles 121 and 124 hereof.
(f) The said Governing Director shall have supreme control in the management of
the business of the Company and he may when and as he thinks fit exercise
all or any of the authorities expressly or by implication conferred by
these presents on the
Directors and to the extent which he does so his authority shall supercede
the authority of the Directors.
- -------------------------------------------------------------------------------
NAMES, ADDRESSES AND DESCRIPTIONS OF SUBSCRIBERS.
- -------------------------------------------------------------------------------
DHANWANTIYA SAWH,
75, BROADWAY,
SAN FERNANDO.
SOLICITOR'S CLERK.
SATI BRIDGNATH,
75, BROADWAY,
SAN FERNANDO.
SOLICITOR'S CLERK.
- -------------------------------------------------------------------------------
Dated this 17th day of May, 1983.
Witness to the above signatures:
GARNET MUNGALSINGH,
75, BROADWAY,
SAN FERNANDO.
SOLICITOR.