EXHIBIT 4.1
The following set of Articles of Association of the Company have been adopted at
the Extra-ordinary General Meeting of the Company held on 25th February 2000 in
substitution of the then existing set of Articles of Association]
THE COMPANIES ACT, 1956
ARTICLES OF ASSOCIATION
OF
REDIFF.COM INDIA LIMITED
1. CONSTITUTION
1.1. The Regulations contained in Table "A" in the First Schedule to the
Companies Act, 1956 shall apply to this Company.
1.2. The Regulations for the management of the Company and for the
observance of the members thereof shall be such as contained in these
Articles subject, however to the exercise of the statutory powers of
the Company in respect of repeal, additions, alterations, substitution,
modifications and variations thereto as prescribed by the Companies
Act, 1956.
2. INTERPRETATION
2.1. In these presents, the following words and expressions shall have the
following meanings, unless excluded by the subject or context :
2.2. Definitions
2.2.1. 'The Act' means 'Companies Act, 1956' for the time being in
force and any amendment thereto.
2.2.2. Affiliate' means with respect to any Person (the "Specified
Person"), any Person other than the Specified Person directly
or indirectly controlling, controlled by, or under direct or
indirect common control with the Specified Person.
For the purposes of this definition, the term "control" when
used with respect to any Person means the beneficial
ownership, directly or indirectly, more than 25% of the
voting securities of such Person, or the ability to control
the composition or the decisions of the Board of Directors,
or the possession of the power to direct or cause the
direction of the management and policies of such Person by
virtue of the Articles or an Agreement or contract or
otherwise;
2.2.3. 'The Board' or 'The Board of Directors' means a meeting of
Directors duly called and constituted or as the case may be
the Directors
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assembled at a Board Meeting or the requisite number of
Directors entitled to pass a circular resolution in
accordance with these Articles.
2.2.4. 'The Company' or 'This Company' means REDIFF.COM INDIA
LIMITED or such other name as may be changed in accordance
with law.
2.2.5. 'Directors' means the Directors for the time being of the
Company or as the case may be the Directors assembled at a
Board Meeting and shall include Alternate Directors.
2.2.6. "Fully diluted basis" means the shares then issued, all the
shares comprised in a proposed issue, the shares underlying
all outstanding warrants, stock options convertible
debentures and all other similar securities of the Company.
2.2.7. 'Month' shall mean calendar month.
2.2.8. 'The Office' means the Registered Office of the Company.
2.2.9. 'Paid Up' shall include 'Credited as fully paid up'.
2.2.10. 'Persons' shall include any corporation as well as
individuals.
2.2.11. 'Promoters' shall mean Mr. Ajit Balakrishnan, Mr. Arun Nanda
and Rediffusion Advertising Private Limited.
2.2.12. 'These Presents' or 'Regulations' means these Articles of
Association as originally framed or altered from time to time
and in force for the time being and include the Memorandum of
Association where the context so requires.
2.2.13. 'The Register' shall mean the Register of Members to be kept
as required by Section 150 of the Act.
2.2.14. 'The Seal' means the common seal for the time being of the
Company.
2.2.15. 'Section' means Section of the Act.
2.2.16. 'Shares' shall mean the equity shares of the Company.
2.2.17. 'Shareholders' or 'Members' means the duly registered holders
from time to time of the shares of the Company.
2.2.18. 'Special Resolution' shall have the meaning assigned thereto
by Section 189 of the Act.
2.2.19. 'Written' or 'In writing' means written or printed or partly
written and partly printed or lithographed or typewritten or
reproduced by any other substitute for writing.
2.2.20. 'Year' means the financial year of the Company as defined in
the Act.
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2.3. Interpretation
2.3.1. Words importing the masculine gender shall include the
feminine gender and vice versa.
2.3.2. Words importing the singular shall include the plural, and
vice versa.
2.3.3. Unless the context otherwise requires, words or expressions
contained in these regulations shall bear the same meaning as
in the Act or any statutory modification thereof in force at
the date at which these regulations become binding on the
Company.
3. CAPITAL
3.1 Authorised Capital
The Authorized share capital of the Company is Rs. 12,00,00,000 (Rupees
Twelve Crores) divided into 2,40,00,000 (Two Crores Forty Lakhs) equity
shares of Rs. 5 each with powers to increase or reduce the same in
accordance with the provisions of the Companies Act, 1956". (#)(%)
(#)Amended vide Resolution passed at the Extra Ordinary General Meeting held on
3rd May, 2000.
(%) Amended vide Resolution passed at the Annual General Meeting held on 9th
August, 2004.
4. ISSUE OF FURTHER SHARES
4.1 Shares at the disposal of the Directors
Subject to the provisions of these Articles and the Act, the shares
shall be under the control of the Directors who may, subject to the
provisions of sections 78 to 81 of the Act, allot or otherwise,
dispose off the same or any of them to such Persons and in such
proportion and on such terms and conditions and either at a premium
or at par or at a discount and at such time and for such consideration
as the Directors think fit. As regards the allotment from time to time,
the law in force, if any, relating thereto, shall be complied with,
provided that the option or right to call of shares shall not be given
to any Person or Persons except with the sanction of the Company in
general meeting.
4.2 Stock Option Plans
The Directors are hereby authorized to issue equity shares or
debentures (whether or not convertible into equity shares) for offer
and allotment to such of the officers, employees, workers and
associates of the Company as the Directors may select or the trustees
of such trust as may be set up for the benefit of the officers,
employees, workers and associates in accordance with the terms and
conditions of such scheme, plan or proposal as the Directors may
formulate and subject to such guidelines or regulations as may be
prescribed by any regulatory authority.
4.3 Buy-back of shares
Subject to the provisions of section 77-A of the Act and such other
guidelines, rules and regulations as may be prescribed by any
regulatory authority in this
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regard, the Company shall have the power to purchase its own shares and
other specified securities at such rates and on such terms and
conditions as is deemed fit by the Board.
4.3.1 Subject as aforesaid and unless otherwise agreed at a meeting
of the Board of Directors all subsequent increases in capital
by issue of further shares/securities shall be on the
following terms and conditions:
a. They shall be offered to the existing shareholders in
proportion to their shareholding in the Company at the
same price and terms and conditions to all the
shareholders;
b. Shareholders shall have the right of renunciation in
favour of non-shareholder, in respect of the shares so
offered; and
c. The Board of Directors of the Company shall have the
right to issue the shares not subscribed to by the
existing shareholders, to any third party.
4.4 Issue of Preference Shares
Subject to the provisions of Section 80, the Company shall have the
power to issue any preference shares which are or at the option of the
Company, are to be liable to be redeemed and the resolution authorizing
such issue shall prescribe the manner, terms and conditions of
redemption.
4.5. Rights on Division of Share Capital
4.5.1 If at any time the share capital is divided into different
classes of shares, the rights attached to any class (unless
otherwise provided by the terms of issue of the shares of
that class) may, subject to the provisions of Sections 106
and 107, and whether or not the Company is being wound up, be
varied with the consent in writing of the holders of
three-fourths of the issued shares of that class, or with the
sanction of a special resolution passed at a separate meeting
of the holders of the shares of that class.
4.5.2 To every such separate meeting, the provisions of these
regulations relating to general meetings shall mutatis
mutandis apply, but so that the necessary quorum shall be two
persons at least holding or representing by proxy one-third
of the issued shares of the class in question.
4.6 Rights not to be varied
The rights conferred upon the holders of the shares of any class issued
with preferred or other rights shall not, unless otherwise expressly
provided by the terms of issue of the shares of that class, be deemed
to be varied by the creation or issue of further shares ranking pari
passu therewith.
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4.7 Commission and brokerage on issue of shares
4.7.1 The Company may exercise the powers of paying commissions
conferred by Section 76, provided that the rate percent or
the amount of the commission paid or agreed to be paid shall
be disclosed in the manner required by that section.
4.7.2 The rate of the commission shall not exceed the rate of five
percent of the price at which the shares in respect whereof
the same is paid are issued or an amount equal to five
percent of such price, as the case may be.
4.7.3 The commission may be satisfied by the payment of cash or the
allotment of fully or partly paid shares or partly in the one
way and partly in the other.
4.7.4 The Company may also, on any issue of shares, pay such
brokerage as may be lawful.
4.8 Share certificates
4.8.1 Every person whose name is entered as a member in the
register of members shall be entitled to receive within three
months after allotment or within two months after the
application for the registration of transfer (or within such
other period as the conditions of issue shall provide) :
4.8.1.1 one certificate for all his shares without payment;
or
4.8.1.2 several certificates, each for one or more of his
shares, upon payment of one rupee for every
certificate after the first.
4.8.2 Every certificate shall be under the seal and shall specify
the shares to which it relates and the amount paid up
thereon.
4.8.3 In respect of any share or shares held jointly by several
persons, the Company shall not be bound to issue more than
one certificate, and delivery of a certificate for a share to
one of several joint holders shall be sufficient delivery to
all such holders.
4.9 Loss of a share certificate
If a share certificate is defaced, lost or destroyed, it may be renewed
on payment of such fee, if any, not exceeding [two rupees], and on such
terms, if any, as to evidence and indemnity and the payment of
out-of-pocket expenses incurred by the Company in investigating
evidence, as the Directors think fit.
5. CALLS ON SHARES
5.1 Board to make calls
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The Board 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 premium) and not by the
conditions of allotment thereof made payable at fixed times:
5.2 Notice to members
Each member shall, subject to receiving at least fourteen days' notice
specifying the time or times and place of payment, pay to the Company,
at the time or times and place so specified, the amount called on his
shares. However, the time specified by the Company in such notice shall
be extended by the time required by the shareholder to obtain the
necessary approvals of Government or Regulatory authorities.
5.3 Revocation/Postponement of calls
A call may be revoked or postponed at the discretion of the Board.
5.4 Board Resolution
A call shall be deemed to have been made at the time when the
resolution of the Board authorising the call was passed and may be
required to be paid by installments.
5.5 Liability to pay calls
5.5.1 The joint holders of a share shall be jointly and severally
liable to pay all calls in respect thereof.
5.5.2 Any sum which by the terms of issue of a share becomes
payable on allotment or at any fixed date, whether on account
of the nominal value of the share or by way of premium,
shall, for the purposes of these regulations, be deemed to be
a call duly made and payable on the date on which by the
terms of issue such sum becomes payable.
5.5.3 In case of non-payment of such sum, all the relevant
provisions of these regulations as to payment of interest and
expenses, forfeiture or otherwise shall apply as if such sum
had become payable by virtue of a call duly made and
notified.
5.6 Interest on delay in payment of calls
5.6.1 If a sum called in respect of a share is not paid before or
on the day appointed for payment thereof, the person from
whom the sum is due shall pay interest thereon from the day
appointed for payment thereof to the time of actual payment
calculated at the prime lending rate of the State Bank of
India, existing on the date of default, plus 18% per annum or
at such lower rate, as the Board may determine.
5.6.2 The Board shall be at liberty to waive payment of any such
interest wholly or in part.
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5.7 Calls in Advance
The Board:
5.7.1 may, if it thinks fit, receive from any member willing to
advance the same, all or any part of the moneys uncalled and
unpaid upon any shares held by him; and
5.7.2 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, unless the Company
in general meeting shall otherwise direct, six percent per
annum, as may be agreed upon between the Board and the member
paying the sum in advance.
6. GENERAL AUTHORITY
6.1 Authority in accordance with the Act
Wherever in the Act it has been provided that the Company shall have
any right, privilege or authority or that the Company could carry out
any transaction only if the Company is so authorised by its Articles,
then and in that case by virtue of this Regulation, the Company is
hereby specifically authorised, empowered and entitled to have such
right, privilege or authority, to carry out such transactions as have
been permitted by the Act without there being any separate Regulations
in that behalf, herein provided. Without limiting the general authority
conferred under this Article, the Company shall have the following
rights, privileges, authorities to carry out the transactions as set
out below under the relevant sections of the Act:
6.1.1 To pay commission on issue of Shares & Debentures.
6.1.2 To issue redeemable, cumulative Preference Shares.
6.1.3 To accept unpaid share capital although not called up.
6.1.4 To pay dividend in proportion to amount paid-up.
6.1.5 To alter the share capital of the Company.
6.1.6 To reduce the share capital of the Company.
6.1.7 To alter the rights of shareholders.
6.1.8 To pay interest out of capital.
6.2 Increase in share capital
The Company may, from time to time, by ordinary resolution increase the
authorised share capital by such sum, to be divided into shares of such
amount, as may be specified in the resolution.
6.3 Consolidation, sub-division and cancellation of shares
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The Company may, by ordinary resolution:
6.3.1 consolidate and divide all or any of its share capital into
shares of larger amount than its existing shares;
6.3.2 sub-divide its existing shares or any of them into shares of
smaller amount that is fixed by the memorandum, subject,
nevertheless, to the provisions of Clause (d) of sub-section
(1) of Section 94; and
6.3.3 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.
6.4 Reduction of capital
The Company may, by special resolution, reduce in any manner and with,
and subject to, any incident authorised and consent required by law:
6.4.1 its share capital;
6.4.2 any capital redemption reserve amount; or
6.4.3 any share premium account.
7. TRANSFER AND TRANSMISSION OF SHARES
7.1 Instrument of transfer
7.1.1 The instrument of transfer of any share in a Company shall be
executed by or on behalf of both the transferor and
transferee.
7.1.2 The transferor shall be deemed to remain a holder of the
share until the name of the transferee is entered in the
Register of Members in respect thereof.
7.2 Refusal to Transfer
7.2.1 Subject to the provisions of by Section 111A of the Act, the
Board may, at its own discretion, and without assigning any
reason, decline to register or acknowledge any transfer of
shares, whether fully paid or not, (notwithstanding that the
proposed transferee is already a member), but any such
refusal shall be conveyed to the transferee and the
transferor within one month from the date on which the
instrument of transfer was lodged with the Company.
7.2.2 The Company shall incur no liability for disregard of a
notice prohibiting registration of a transfer
Neither the Company nor the Directors shall incur any
liability or responsibility whatsoever in consequence of
their registering or giving effect to any transfer of shares
made or purporting to be made by any apparent legal owner
thereof (as shown or appearing in the Register of Members) to
the prejudice of a Person or Persons having
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or claiming any equitable right, title or interest to or in
the shares, notwithstanding the Company and the Directors may
have any notice of such equitable right, title or interest or
notice prohibiting the registration of such transfer and may
have entered such notice or reference thereto, in any book of
the Company, and neither the Company nor the Directors shall
be bound or required to regard or attend or give effect to
any such notice. However, the Company and the Directors,
shall nevertheless be at liberty to regard and attend to any
such notice and give effect thereto if they shall so think
fit.
7.2.3 The Board may also decline to recognise any instrument of
transfer unless:
7.2.3.1 a fee of two rupees is paid to the Company in
respect thereof;
7.2.3.2 the instrument of transfer is accompanied by the
certificate of the shares to which it relates, and
such other evidence as the Board may reasonably
require to show the right of the transferor to make
the transfer; and
7.2.3.3 the instrument of transfer is in respect of only
one class of shares.
7.2.4 Subject to the provisions of Section 154, the registration of
transfers may be suspended at such times and for such periods
as the Board may
7.2.5 Provided that such registration shall not be suspended for
more than thirty days at any one time or for more than
forty-five days in the aggregate in any year.
7.3 Transmission of shares
7.3.1 The Company shall be entitled to charge a fee not exceeding
two rupees on the registration of every probate, letters of
administration, certificate of death or marriage, power of
attorney, or other instrument, where applicable.
7.3.2 In case of liquidation or winding up of any Shareholder being
a company, the shares of such Shareholder shall be
transferred to the other solvent Shareholders of the Company
in proportion to their shareholding in the Company.
7.3.3 On the death of a member, being an individual, the survivor
or survivors where the member was a joint holder, and his
legal representatives where he was a sole holder, shall be
the only persons recognised by the Company as having any
title to his interest in the shares.
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7.3.4 Nothing shall affect release the estate of a deceased joint
holder from any liability in respect of any share which had
been jointly held by him with other persons.
7.3.5 Any person becoming entitled to a share in consequence of the
death or insolvency of a member may, upon such evidence being
produced as may hereinafter provided, elect, either:
7.3.5.1 to be registered himself as holder of the share; or
7.3.5.2 to make such transfer of the share as the deceased
or insolvent member could have made.
7.3.6 The Board shall, in either case, have the same right to
decline or suspend registration as it would have had, if the
deceased or insolvent member had transferred the share before
his death or insolvency.
7.3.7 If the person so becoming entitled shall elect to be
registered as holder of the share himself, he shall deliver
or sent to the Company a notice in writing signed by him
stating that he so elects.
7.3.8 If the person aforesaid shall elect to transfer the share, he
shall testify his election by executing a transfer of the
share.
7.3.9 All the limitations, restrictions and provisions of these
regulations relating to the right to transfer and the
registration of transfers of shares shall be applicable to
any such notice or transfer as aforesaid as if the death or
insolvency of the member had not occurred and the notice or
transfer were a transfer signed by that member.
7.3.10 A person becoming entitled to a share by reason of the death
or insolvency of the holder shall be entitled to the same
dividends and other advantages to which he would be entitled
if he were the registered holder of the share, except that he
shall not before being registered as a member in respect of
the share, be entitled in respect of it to exercise any right
conferred by membership in relation to meetings of the
Company:
7.3.11 Provided that the Board may, at any time, give notice
requiring any such person to elect either to be registered
himself or to transfer the share, and if the notice is not
complied with within ninety days, the Board may thereafter
withhold payment of all dividends, bonuses or other moneys
payable in respect of the share, until the requirements of
the notice have been complied with.
8. LIEN ON SHARES
8.1 Company to have first lien
The Company shall have a first and paramount lien:
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8.1.1 on every share (not being a fully-paid share), for all moneys
(whether presently payable or not) called, or payable at a
fixed time, in respect of the said share; and
8.1.2 on all shares (not being fully-paid shares) standing
registered in the name of a single person, for all moneys
presently payable by him or his estate to the Company in
respect of the said shares.
8.1.3 Provided that the Board of Directors may at any time declare
any share to be wholly or in part exempt from the provisions
of this clause.
8.2 Lien to extend to all dividends payable
The Company's lien, if any, on a share shall extend to all dividends
payable thereon.
8.3 Rights of the Company over the shares on which Company has a lien
8.3.1 The Company may sell, in such manner as the Board thinks fit,
any shares on which the Company has a lien.
8.3.2 Provided that no sale shall be made:
8.3.2.1 unless a sum in respect of which the lien exists is
presently payable; or
8.3.2.2 until the expiration of fourteen days after a
notice in writing stating and demanding payment of
such part of the amount in respect of which the
lien exists as is presently payable, has been given
to the registered holder for the time being of the
share or the person entitled thereto by reason of
his death or insolvency.
8.4 Procedure for sale
8.4.1 To give effect to any such sale, the Board may authorise some
person to transfer the shares sold to the Purchaser thereof.
8.4.2 The Purchaser shall be registered as the holder of the shares
comprised in any such transfer.
8.4.3 The Purchaser shall not be bound to see to the application of
the purchase money, nor shall his title to the shares be
affected by any irregularity or invalidity in the proceedings
in reference to the sale.
8.5 Proceeds of sale
8.5.1 The proceeds of the sale shall be received by the Company and
applied in payment of such part of the amount in respect of
which the lien exists as is presently payable.
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8.5.2 The residue, if any, shall be paid to the person entitled to
the shares at the date of the sale, subject to a like lien
for sums not presently payable as existed upon the shares
before the sale.
9. FORFEITURE OF SHARES
9.1 Service of notice
Subject to the provisions of Article 5.2 above, if a member fails to
pay any call, or installment of a call, on the day appointed for
payment thereof, the Board may, at any time, thereafter during such
time as any part of the call or installment remains unpaid, serve a
notice on him requiring payment of so much of the call or installment
as is unpaid together with any interest which may have accrued.
9.2 Notice
The notice aforesaid shall :
9.2.1 name a further day (not being earlier than the expiry of
fourteen days required by the notice is to be made; and
9.2.2 state that, in the event of non-payment on or before the day
so named, the shares in respect of which the call was made
will be liable to be forfeited.
9.3 Forfeiture
If the requirements of any such notice as aforesaid are not complied
with, any share in respect of which the notice has been given may, at
any time thereafter, before the payment required by the notice has been
made, be forfeited by a resolution of the Board to that effect.
9.4 Treatment of Forfeited Shares
9.4.1 A forfeited share may be sold or otherwise disposed of on
such terms and in such manner as the Board thinks fit.
9.4.2 At any time before a sale or disposal as aforesaid, the Board
may cancel the forfeiture on such terms as it thinks fit.
9.4.3 A duly verified declaration in writing that the declarant is
a director (the managing agent, the secretaries and
treasurers), the manager or the secretary of the Company, and
that a share in the Company has been duly forfeited on a date
stated in the declaration, shall be conclusive evidence of
the facts therein stated as against all persons claiming to
be entitled to the share.
9.4.4 The Company may receive the consideration, if any, given for
the share on any sale or disposal thereof and may execute a
transfer of
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the share in favour of the person to whom the share is sold
or disposed of.
9.4.5 The Transferee shall thereupon be registered as the holder of
the share.
9.4.6 The Transferee shall not be bound to see to the application
of the purchase money, if any, nor shall his title to the
share be affected by any irregularity or invalidity in the
proceedings in reference to the forfeiture, sale or disposal
of the share.
9.5 Liability of a member whose shares are forfeited
9.5.1 A person whose shares have been forfeited shall cease to be a
member in respect of the forfeited shares, but shall,
notwithstanding the forfeiture, remain liable to pay to the
Company all moneys which, at the date of forfeiture, were
presently payable by him to the Company in respect of the
shares.
9.5.2 The liability of such person shall cease if and when the
Company shall have received payment in full of all such
moneys in respect of the shares.
9.6 Applicability
The provisions of these regulations as to forfeiture 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 nominal
value of the share or by way of premium, as if the same had been
payable by virtue of a call duly made and notified.
10. CONVERSION OF SHARES INTO STOCK
10.1 By Company
The Company may, by ordinary resolution, :
10.1.1 convert any paid-up shares into stock; and
10.1.2 reconvert any stock into paid-up shares of any denomination.
10.2 By Holders
10.2.1 The holders of stock may transfer the same or any part
thereof in the same manner as, and subject to the same
regulations under which, the shares from which the stock
arose might before the conversion have been transferred, or
as near thereto as circumstances admit:
10.2.2 Provided that the Board may, from time to time, fix the
minimum amount of stock transferable, so however that such
minimum shall not exceed the nominal amount of the shares
from which the stock arose.
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10.3 Rights and Privileges of holders of stock
The holders of stock shall, according to the amount of stock held by
them, have the same rights, privileges and advantages as regards
dividends, voting at meetings of the Company, and other matters, as if
they held the shares from which the stock arose; but no such privilege
or advantage (except participation in the dividends and profits of the
Company and in the assets on winding up) shall be conferred by an
amount of stock which would not, if existing in shares, have conferred
that privilege or advantage.
10.4 Applicability
Such of the regulations of the Company (other than those relating to
share warrants), as are applicable to paid-up shares shall apply to
stock and the words "share" and "shareholder" in those regulations
shall include "stock" and "stock-holder" respectively.
11. SHARE WARRANTS
11.1 Issue of Share Warrants
The Company may issue share warrants subject to, and in accordance
with, the provisions of Sections 114 and 115; and accordingly the Board
may in its discretion, with respect to any share which is fully paid
up, on application in writing signed by the person registered as holder
of the share and authenticated by such evidence (if any) as the Board
may, from time to time, require as to the identity of the person
signing the application, and on receiving the certificate (if any) of
the share, and the amount of the stamp duty on the warrant and such fee
as the Board may from time to time require, issue a share warrant.
11.2 Deposit of Share Warrants
11.2.1 The bearer of a share warrant may at any time deposit the
warrant at the office of the Company, and so long as the
warrant remains so deposited, the depositor shall have the
same right of signing a requisition for calling a meeting of
the Company, and of attending, and voting and exercising the
other privileges of a member at any meeting held after the
expiry of two clear days from the time of deposit, as if his
name were inserted in the register of members as the holder
of the shares included in the deposited warrant.
11.2.2 Not more than one person shall be recognised as depositor of
the share warrant.
11.2.3 The Company shall, on two days' written notice, return the
deposited share warrant to the depositor.
11.3 Right to Vote
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11.3.1 Subject as herein otherwise expressly provided, no person
shall, as bearer of a share warrant, sign a requisition for
calling a meeting of the Company, or attend, or vote or
exercise any other privilege of a member at a meeting of the
Company, or be entitled to receive any notices from the
Company.
11.3.2 The bearer of a share warrant shall be entitled in all other
respects to the same privileges and advantages as if he were
named in the register of members as the holder of the shares
included in the warrant, and he shall be a member of the
Company.
11.4 Loss of a share warrant
The Board may, from time to time, make rules as to the terms on which
(if it shall think fit) a new share warrant or coupon may be issued by
way of renewal in case of defacement, loss or destruction.
12. DIRECTORS
12.1 Constitution of the Board and Appointment of Directors
12.1.1 The Board of Directors of the Company shall comprise of not
less than three and not more than seven Directors. The first
Directors of the Company are
1. Ajit Balakrishnan
2. Diwan Arun Nanda
12.1.2 As on the date of adoption of these Articles of Association,
Mr. Ajit Balakrishnan is a director on the board of the
Company.
12.1.3 So long as the Promoters hold not less than 10% of the
issued, subscribed and paid up capital of the Company the
Promoters shall be entitled to appoint Mr. Ajit Balakrishnan
as a director on the board of the Company. He shall not be
liable to retire.
12.1.4 Mr. Ajit Balakrishnan shall be the Managing Director of the
Company and Mr. Arun Nanda shall be a director of the
Company.
12.1.5 The remaining directors shall be appointed by a system of
cumulative voting, the appointments being made once in three
years.
12.1.6 Appointment of Additional Directors
The Board shall have power at any time, and from time to
time, to appoint a person as an additional director provided
that the number of Directors and additional directors taken
together shall not at any time, exceed the maximum strength
fixed for the Board by these Articles. Any Director so
appointed shall hold office only upto the date of the
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next annual general meeting of the Company but shall be
eligible for re-appointment subject to provisions of the Act
and these Articles.
12.1.7 Casual vacancy
Subject to the provision of Section 262 of the Act, in the
event a casual vacancy is caused in the office of any of the
Directors appointed as per the provisions of these Articles,
either by reason of his/her resignation, death, or otherwise
or as an addition to the Board, the original party appointing
the Director vacating office shall have a right to appoint
some other person as Director in his/her place. Any
appointment as aforesaid shall be in writing and shall be
signed by the Shareholder appointing the original Director.
Such appointment shall take effect as from the date of its
receipt at the office of the Company or the date of
appointment specified in the notice, whichever is later and
subject to the provisions of the Act.
12.1.8 The continuing Directors may act notwithstanding any vacancy
in the Board; but, if and so long as their number is reduced
below the quorum fixed by the Act for a meeting of the Board,
the continuing directors or director may act for the purpose
of increasing the number of directors to that fixed for the
quorum, or of summoning a general meeting of the Company, but
for no other purpose.
12.2 Qualification shares
A Director need not hold any qualification shares in the Company.
12.3 Alternate Director
Subject to the provisions of the Act, the Board of Directors shall have
a right to appoint an Alternate Director to act for a director
(Original Director) during his absence.
12.4 Chairman
12.4.1 The Chairman shall preside at all meetings of the Board as
well as all General Meetings and Extraordinary General
Meetings of the Company.
12.4.2 As on the date of adoption of these Articles of Association,
Mr. Ajit Balakrishnan is the Chairman of the board of the
Company.
12.4.3 So long as the Promoters hold not less than 10% of the
issued, subscribed and paid up capital of the Company the
Promoters shall be entitled to appoint Mr. Ajit Balakrishnan
as Chairman of the Board of the Company.
12.4.4 The Chairman shall have a second or casting vote.
12.5 Managing Director
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12.5.1 The day to day management of the Company shall be vested in
the Managing Director subject to the superintendence,
guidance and direction of the Board of Directors.
12.5.2 As on the date of adoption of these Articles of Association,
Mr. Ajit Balakrishnan is the Managing Director of the
Company.
12.5.3 So long as the Promoters hold not less than 10% of the
issued, subscribed and paid up capital of the Company the
Promoters shall be entitled to appoint the Managing Director
of the Company.
12.5 Administrative matters
12.5.1 The Company may exercise the powers conferred by Section 50
with regard to having an official seal for use abroad, and
such powers shall be vested in the Board.
12.5.2 The Company may exercise the powers conferred on it by
Sections 157 and 158 with regard to the keeping of a foreign
register; and the Board may (subject to the provisions of
those sections) make and vary such regulations as it may
think fit respecting the keeping of any such register.
12.5.3 All cheques, promissory notes, drafts, hundis, bills of
exchange and other negotiable instruments, and all receipts
for moneys paid to the Company, shall be signed, drawn,
accepted, endorsed, or otherwise executed, as the case may
be, by such person and in such manner as the Board shall from
time to time by resolution determine.
12.5.4 Register every Director present at any meeting of the Board
or of a committee thereof shall sign his name in a register
to be kept for that purpose.
12.6 Quorum
12.6.1 The quorum for the Meeting of the Board necessary for the
transaction of business by the Board shall be at least 2
(two) or one third of the total number of Directors on the
Board, whichever is higher. If within half an hour of the
time appointed for the meeting, a quorum is not present, the
meeting shall be adjourned. No fresh notice of the meeting
shall have to be given in such case. However, the agenda
shall not be changed in any manner whatsoever.
12.7 Meetings
12.7.1 The Board of Directors may meet for the dispatch of business,
adjourn and otherwise regulate its meetings, as it thinks
fit.
12.7.2 A Director may, and the Company Secretary, on the requisition
of a Director shall, at any time, summon a meeting of the
Board.
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12.8 Notice for holding meeting
12.8.1 22 clear days' notice of every meeting of the Board of
Directors shall be given in writing to every Director
(whether original or alternate) at his usual address, whether
in India or abroad. Where a notice of meeting is required to
be given to a Director abroad, the notice shall be given
simultaneously by a registered air mail letter and by telefax
on a telefax number if any provided by such Director. A
meeting of the Board may be called by a shorter notice with
the consent of majority of Directors.
12.8.2 The Board shall meet at least once in every calendar quarter.
In addition to personal meetings, the Board may act by
circular resolution on any matter except matters which by law
may only be acted upon at a meeting. Such draft of a proposed
resolution must be circulated to every member of the Board
whether in India or not and to Intel.
12.8.3 Every notice convening a meeting of the Board shall set out
the agenda in full and in sufficient details of the business
to be transacted there at and no item or business shall be
transacted at such meeting unless the same has been stated at
full and in sufficient details in the said notice convening
the meeting, provided however that, subject to Article 13,
with the consent of a majority of all the directors present
at the meeting, any item or business not included in the
agenda may be transacted at the meeting.
12.9 Agenda for convening a Board Meeting and delegation of powers
Every notice convening a meeting of the Board shall set out the agenda
of the business to be transacted at such meeting in full and sufficient
detail. In the meetings, only such agenda will be placed as is
specified in the notice or shorter notice to the Directors and the
agenda shall not be changed in any manner unless prior approval of a
majority of the Directors is obtained.
12.9.1 The Board may, subject to the provisions of the Act, delegate
any of its powers to committees consisting of such member or
members of its body as it thinks fit.
12.9.2 Any committees so formed shall, in the exercise of the powers
so delegated, conform to any regulations that may be imposed
on it by the Board.
12.9.3 A committee may elect a Chairman of its meetings.
12.9.4 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 meeting, the members present may
choose one of their number to be Chairman of the meeting.
12.9.5 A committee may meet and adjourn as it thinks proper.
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12.9.6 Questions arising at any meeting of a committee shall be
determined by a majority of votes of the members present.
12.9.7 All acts done by any meeting of the Board or of a committee
thereof or by any person acting as a Director, shall,
notwithstanding that it may be afterwards discovered that
there was some defect in the appointment of any one or more
of such Directors or of any person acting as aforesaid, or
that they or any of them were disqualified, be as valid as if
every such director or such person had been duly appointed
and was qualified to be a Director.
12.9.8 Save as otherwise expressly provided in the Act, a resolution
in writing, signed by all the members of the Board or of a
committee thereof, for the time being entitled to receive
notice of a meeting of the Board or committee, shall be as
valid and effectual as if it had been passed at a meeting of
the Board or committee, duly convened and held.
13. Matters requiring specific consent
13.1 All questions arising at the meeting of the Board shall be decided by a
majority of votes of the Directors present and entitled to vote.
13.2 The Board shall not take any decision relating to the determination of
the timing and pricing of IPO without the approval of the Directors
appointed by shareholders controlling more than 75% of the Shares of
the Company.
14. REMUNERATION OF DIRECTORS
Remuneration of Directors
14.1 Subject to the provisions of the Act, The remuneration of Directors of
the Company, including the sitting fees payable to the Directors for
attending the meeting of the Board or the Committees of the Board,
shall be determined by the Board of Directors from time to time,
provided that no Director shall be entitled to a sitting fee in excess
of Rs.2000/- for attending the meetings of the Board.
14.2 If any Director being willing, shall be called upon to perform extra
services or special exertions or efforts (which expression shall
include work done by a Director as member of any committee formed by
the Directors) or to travel on the Company's business the Board may
arrange with such Director for such special remuneration for such extra
services or special exertions or efforts either by way of a daily
allowance or payment of a lumpsum amount or otherwise as they may think
fit.
14.3 The remuneration to be paid to the Managing Director of the Company
shall be as determined by the Board of Directors.
14.4 AB shall, if he so desires, subject to statutory and regulatory
approvals, if any, be entitled to remuneration and enjoy perquisites
which are commensurate with companies engaged in similar businesses.
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15. GENERAL POWERS OF THE BOARD
The Board of Directors shall be entitled to exercise all such powers and to
do all such acts and things as the Company is authorised to exercise and do,
provided that the Board shall not exercise any power or do any act or thing,
which is directed or required by the Act or any other provisions of law or
by the Memorandum of Association of the Company or by these Articles to be
exercised or done by the Company in General Meeting.
16. DIRECTORS MAY CONTRACT WITH THE COMPANY
16.1 Any Director or other persons referred to in Section 314 of the Act may
be appointed to or hold any office or place of profit in the Company or
in any subsidiary of the Company, in accordance with the provisions of
Section 314 of the Act.
16.2 A Director of this Company may be or become Director of any other
Company promoted by this Company or in which it may be interested as
vendor, shareholder or otherwise and no such Director shall be
accountable for any benefits received as a director or member of such
Company.
16.3 Subject to the provisions of Section 297 of the Act, a Director shall
not be disqualified from contracting with the Company either as vendor
or purchaser of goods, materials or services or for underwriting the
subscription of any shares in or debentures of the Company nor shall
any such contract or arrangement entered into by or on behalf of the
Company with a relative of such Director, or a firm in which such
Director or relative is a partner or with any other partner in such
firm or with a private Company of which such Director is a member or
director, be avoided nor shall any Director so contracting or being
such member or 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 office or of the fiduciary relation thereby
established.
17. GENERAL MEETING
17.1 The Company shall in each year hold a General Meeting as its Annual
General Meeting in additional to any other meetings in that year. All
General Meetings, other than Annual General Meetings, shall be called
Extraordinary General Meetings. The Annual General Meeting shall be
held within six months after the expiry of such financial year,
provided that not more than fifteen months shall lapse between the date
of one Annual General Meeting and that of the next. Nothing contained
in the foregoing provisions shall be taken as affecting the right
conferred upon the Register under the provision of Section 166 (l) of
the Act to extend the time within which any Annual General Meeting may
be held. Every Annual General Meeting shall be called for a time during
business hours, on a day that is not a public holiday, and shall be
held at the Office of the Company or at some other place within the
city in which the Office of the Company is situated as the Board may
think and determine and the notices calling the Meeting shall specify
it as the Annual General Meeting. Every member of the Company shall be
entitled to attend either in person or by
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proxy and the Auditor of the Company shall have the right to attend and
to be heard at any General Meeting which he attends on any part of the
business which concerns him as Auditor. At every Annual General Meeting
of the Company, there shall be laid on the table the Directors' Report
and Audited Statement of Accounts, Auditors Report (if not already
incorporated in the Audited Statement of Accounts), the proxy Register
with proxies and the Register of Directors' shareholding which Register
shall remain open and accessible during the continuance of the meeting.
The Board of Directors shall prepare the Annual List of Members,
Summary of the Share Capital, Balance Sheet and Profit and Loss Account
forward the same to the Registrar in accordance with Sections 159, 161
and 220 of the Act.
17.2 The Board may, whenever it thinks fit, call an Extraordinary General
Meeting.
17.3 Twenty-one days notice at least of every General Meeting, Annual or
Extraordinary, and by whomsoever called, specifying the day place and
hour of meeting, and the general nature of the business to be
transacted thereat, shall be given in the manner hereinafter provided,
to such persons as are under these Articles entitled to receive notice
from the Company, provided that in the case of an Annual General
Meeting, with the consent in writing of all the members entitled to
vote there at, and in case of any other meeting with the consent of
members holding not less than 95 percent of such part of the paid up
share capital of the Company as gives a right to vote at the meeting, a
meeting may be convened by a shorter notice. In the case of an Annual
General Meeting, if any business other than (i) the consideration of
the accounts, balance sheets and report of Board and the Auditors, (ii)
the declaration of dividend, (iii) the appointment of Directors in
place of those retiring, (iv) the appointment of, and fixing the
remuneration of, the Auditors, if to be transacted and in the case of
any other meeting in any event, there shall be annexed to the notice of
the meeting a statement setting out all material facts concerning each
such item of business, including in particular the nature and extent of
the interest, if any, therein of every Director and the Manager (if
any), where any such item of special business relates to, or affects
any other company, the extent of shareholding interest is not less than
20 percent of the paid-up share capital of that other company. Where
any item of business consists of the according of approval to of the
members, or the non-receipt thereof, shall not invalidate any
resolution the notice or notices upon which it was convened.
18. PROCEEDINGS AT GENERAL MEETINGS
18.1 Quorum
18.1.1 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.
18.1.2 Save as herein otherwise provided, five members present in
person shall be a quorum.
18.2 Chairman to preside
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The Chairman, if any, of the Board shall preside as Chairman at every
General Meeting of the Company.
18.3 Directors to elect Chairman
If there is no such Chairman, or if he is not present within fifteen
minutes after the time appointed for holding the meeting, or is
unwilling to act as Chairman of the meeting, the Directors present
shall elect one of their number to be Chairman of the meeting.
18.4 Members to elect Chairman
If at any meeting no Director is willing to act as Chairman or if no
Director is present within fifteen minutes after the time appointed for
holding the meeting, the members present shall choose one of their
number to be Chairman of the meeting.
18.5 Adjournment
18.5.1 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
18.5.2 No business shall be transacted at any adjourned meeting
other than the business left unfinished at the meeting from
which the adjournment took place.
18.5.3 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.
18.5.4 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.
18.6 Other business
Any business other than that upon which a poll has been demanded may be
proceeded with, pending the taking of the poll.
19. VOTING
19.1 At any General Meeting a resolution put to vote of a meeting shall be
decided on a show of hands unless a poll is demanded before or on the
declaration of the result of the show of hands. A poll shall be
demanded by a member or members present in person or by proxy and
holding shares which confer a power to vote on the resolution not being
less than 1/10th of the total voting power or on which an aggregate sum
of Rs.50, 000/- has been paid-up. The demand for a poll may be
withdrawn at any point of time by the person or persons who made the
demand.
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19.2 Subject to any rights or restrictions attached to any shares, on a show
of hands every member who (being an individual) is present in person or
by proxy, or (being a corporation) is present by a duly authorized
representative, not being himself a member entitled to vote, shall have
one vote and on a poll every member present in person or by proxy,
shall be in proportion to his share of the paid- up equity capital of
the Company.
19.3 Joint holders
19.3.1 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.
19.3.2 For this purpose, seniority shall be determined by the order
in which the names stand in the register of members.
19.4 Voting by a person of unsound mind
A member of unsound mind, or in respect of whom an order has been made
by any Court having jurisdiction in lunacy, may vote, whether on a show
of hands or on a poll, by his committee or other legal guardian, and
any such committee or guardian may, on a poll, vote by proxy.
19.5 Calls to be paid
No member shall be entitled to vote at any general meeting unless all
calls or other sums presently payable by him in respect of shares in
the Company have been paid.
19.6 Qualification of Voter
19.6.1 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.
19.6.2 Any such objection made in due time shall be referred to the
Chairman of the meeting, whose decision shall be final and
conclusive.
19.7 Proxy
19.7.1 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 48 hours before the time for holding the meeting or
adjourned meeting at which the person named in the instrument
proposes to vote, or, in the case of a poll, not less than 24
hours before the time appointed for the taking of the poll;
and in default the instrument of proxy shall not be treated
as valid.
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19.7.2 An instrument appointing a proxy shall be in either of the
forms in Schedule IX to the Act or a form as near thereto as
circumstances admit.
19.7.3 A vote given in accordance with the terms of an instrument of
proxy shall be valid, notwithstanding the previous death or
insanity of the principal or the revocation of the proxy or
of the authority under which the proxy was executed, or the
transfer of the shares in respect of which the proxy is
given:
19.7.4 Provided that no intimation in writing of such death,
insanity, revocation or transfer shall have been received by
the Company at its office before the commencement of the
meeting or adjourned meeting at which the proxy is used.
20. DIVIDENDS AND RESERVES
20.1 The profits of the Company shall be divisible subject to these Articles
among the members in proportion to the amount of capital paid up on
shares held by them respectively.
20.2 The Board shall have authority to recommend the amounts, timing and
currency of payment of any dividend or other distribution to be made by
the Company.
20.3 The Company may at an Annual General Meeting or Extraordinary General
Meeting declare a dividend to be paid to the members according to their
rights and interest in the profits and may fix the time for payments
not exceeding forty two days from the declaration thereof but no
dividend shall exceed the amount recommended by the Board.
20.4 If two or more persons are registered as joint holders of any shares,
any of such persons may give effectual receipts for any dividends or
other monies payable in respect of such shares.
20.5 The Company, in a General Meeting may, upon the recommendation of the
Board resolve to capitalize any part of the amount for the time being
standing to the credit of any of the Company's reserve accounts, share
premium account or to the credit of the Profit and Loss Account, or
otherwise available for distribution as bonus shares to be applied for
the pre-determined purpose.
20.6 The Board may from time to time pay to the members such interim
dividend as appears to be justified by the profits of the Company.
21. AUDIT
21.1 The Company shall, at the Annual General Meeting, appoint an Auditor or
Auditors to hold office until the next Annual General Meeting. Provided
however, that the person to be appointed as an Auditor from time to
time shall be nominated shall be a reputed firm of Chartered
Accountants. The Auditors
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shall be appointed and their duties shall be regulated in accordance
with the provisions of the Act.
21.2 At the end of each accounting year, an account of the business carried
on in that year will be made and the statement of accounts, namely a
Balance Sheet and Profit and Loss Account shall be prepared and
audited. The accounts shall be signed by at least two Directors, one of
whom shall be the Managing Director
21.3 The accounting year of the Company will end on 31st March of each
calendar year.
22. ACCOUNTS
22.1 The Board shall from time to time determine whether and to what extent
and at what times and places and under what conditions or regulations,
the accounts and books of the Company, or any of them, shall be open to
the inspection of members not being Directors.
22.2 No member (not being a Director) shall have any right of inspecting any
account or book or document of the Company except as conferred by law
or authorised by the Board or by the Company in general meeting.
23. CAPITALISATION OF PROFITS
23.1 The Company in general meeting may, upon the recommendation of the
Board, resolve:
23.1.1 that it is desirable to capitalise any part of the amount for
the time being standing to the credit of any of the Company's
reserve accounts, or to the credit of the profit and loss
account, or otherwise available for distribution; and
23.1.2 that such sum be accordingly set free for distribution in the
manner specified in Clause (2) amongst the members who would
have been entitled thereto, if distributed by way of dividend
and in the same proportions.
23.2 the sum aforesaid shall not be paid in cash but shall be applied,
subject to the provision contained in Clause 24.1, either in or
towards:
23.2.1 paying up any amounts for the time being unpaid on any shares
held by such members respectively;
23.2.2 paying up in full, unissued shares of the Company to be
allotted and distributed, credited as fully paid up, to and
amongst such members in the proportions aforesaid; or
23.2.3 partly in the way specified in sub-clause 24.2.1 and partly
in that specified in sub-clause 24.2.2.
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23.3 A share premium account and a capital redemption reserve [account] may,
for the purposes of this regulation, only be applied in the paying up
of unissued shares to be issued to members of the Company as fully paid
bonus shares.
23.4 The Board shall give effect to the resolution passed by the Company in
pursuance of this regulation.
23.5 Whenever such a resolution as aforesaid shall have been passed, the
board shall :
23.6 make all appropriations and applications of the undivided profits
resolved to be capitalised thereby, and all allotments and issues of
fully paid shares, if any; and
23.7 generally do all acts and things required to give effect thereto.
23.8 The Board shall have full power:
23.8.1 to make such provision, by the issue of fractional
certificates or by payment in cash or otherwise as it thinks
fit, for the case of shares or debentures becoming
distributable in fractions; and
23.8.2 to authorise any person to enter, on behalf of all the
members entitled thereto, into an agreement with the Company
providing for the allotment to them respectively, credited as
fully paid up, of any further shares to which they may be
entitled upon such capitalisation, or (as the case may
require) for the payment 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.
23.8.3 Any agreement made under such authority shall be effective
and binding on all such members.
24. Accounting Policy
24.1 The records and the accounts of the Company will be maintained in
accordance with generally accepted accounting principles in India,
consistently applied and as well as with International Accounting
Principles. Such records and accounts shall be kept at the offices of
the Company and shall be made available during normal business hours
for inspection by members or their representatives, as the case may be.
24.2 The Company shall provide to its Board of Directors on a monthly basis
and within 30 days of the prior month's end, accounting statements,
reporting or any other information. The minimum level of reporting
shall include income statements, balance-sheets, and cash flow
statements.
25. THE SEAL
25.1 The Board shall provide for the safe custody of the seal.
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25.2 The seal of the Company shall not be affixed to any instrument except
by the authority of a resolution of the Board or of a committee of the
Board authorised by it in that behalf, and except in the presence of at
least two directors and of the secretary or such other person as the
Board may appoint for the purpose, and those two directors and the
secretary or other person as aforesaid shall sign every instrument to
which the seal of the Company is so affixed in their presence. The seal
of the Company may be used outside India.
26. WINDING UP
26.1 In the event of winding up of the Company, the liquidator may, with the
sanction of a Special Resolution of the Company and any other sanction
required under the Act, divide amongst members, in specie or in kind
the whole or any part of the assets of the Company, whether they shall
consist of property of the same kind or not.
26.2 For the purpose aforesaid, the liquidator may set such value as he
deems fair upon any property to be divided as aforesaid and may
determine how much division shall be carried out as between the members
or different classes of members.
26.3 The liquidator may, with the like sanction, vest the whole or any part
of such assets in trustees upon such trusts for the benefit of the
contributories as the liquidator, with the like sanction, shall think
fit, but so that no member shall be compelled to accept any shares or
other securities whereon there is any liability.
27. INDEMNITY
27.1 Subject to the provisions of Section 201 of the Act and so far as such
provisions permit, every Director, Manager, Secretary, Auditor and
other Officer or servant of the Company shall be indemnified by the
Company against any claim, and it shall be the duty of the Directors,
out of the funds, of the Company to pay, all costs, losses and expenses
which any such person may incur or become liable to incur by reason of
any contract entered into or act or thing done by him as Director,
Officer, Auditor or Servant or in any way in the discharge of his
duties including traveling expenses, and the amount for which indemnity
is provided shall immediately attach as a lien on the property of the
Company and have priority as between the members over all other claims.
27.2 The Company may indemnify any Director, Auditor or Officer of the
Company or any person employed by the Company or Auditor against any
liability incurred by him in defending any proceedings whether civil or
criminal in which judgment is given in his favour or in which he is
acquitted or discharged or in connection with any application under
Section 633 of the Act in which relief is granted to him by the Court.
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28. SECRECY
28.1 Every Director, Auditor, Executor, Trustee, Member of the Committee,
Officer, Servant, Agent, Accountant or other person employed in the
business of the Company shall be deemed to have pledged himself to
observe a strict secrecy in respect of all transactions of the Company
with the customers and the state of the accounts with individuals in
matters relating thereto and shall be deemed to have pledged not to
reveal any of the matters which come to his knowledge in the discharge
of his duties except when required to do so by the Directors or by a
Court of Law as the case may be and except so far as may be necessary
in order to comply with any of the provisions in this presents
contained.
28.2 No member, not being a Director shall be entitled, except to the extent
expressly permitted by the Act or these Articles, to enter upon the
property of the Company or to require discovery of any information
respecting any detail of the Company's trading or any matter which is
or may be in the nature of a trade secret, which may relate to the
conduct of the business of the Company and which, in the opinion of the
Board, it will not be expedient in the interest of the members of the
Company to communicate to the public.
29. INSPECTION
29.1 The Directors shall from time to time determine whether and to what
extent and at what time and place and under what conditions or
regulations, the accounts, books and documents of the Company or any of
them shall be open to the inspection of the members and no member (not
being a Director) shall have any right to inspecting any accounts or
books or documents of the Company except as conferred by statue or
authorised by the Directors or by a resolution of the Company passed in
a General Meeting.
29.2 The Books, Registers, and other documents required to be maintained by
the Company and kept open for inspection under provision of the Act and
particularly Sections 49, 118, 144, 163, 196, 301, 302, 304, 307 and
362 of the Act, shall be available for inspection at the Registered
Office of the Company by the persons entitled thereto to the extent and
in the manner and on payment of the requisite fees, if any, specified
in the aforesaid provisions, between the hours of 10.30 am and 12.30
p.m. on each business day or between such other hours or such other
time as the Directors may from time to time determine.
29.3 Provided, however, that the Registers required to be maintained under
Section 307 of the Act shall be open for inspection of the members and
holders of debentures of the Company between the above mentioned hours
only during the period prescribed by Section 307 of the Act.
30. SHAREHOLDERS' RIGHTS AGREEMENT
The Amended and Restated Shareholders' Rights Agreement dated 24th February
2000 shall form part of these Articles of Association as duly amended from
time to time.
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