The principal activities of the subsidiaries are provision of inflight meals, tour operating business, providing aircraft leasing facilities, media owner with publishing division. AirAsia Berhad (AIRASIA), was incorporated as a private limited liability company and is both incorporated and domiciled in Malaysia. AIRASIA commenced operations in 1996 as a full – services domestic airline with two aircrafts. The process of Private Company becomes Public Company. In order for Air Asia Berhad become a Public Company, the CCM will issue FORM 8 instead of FORM 9 for the registration of public company.
However, Air Asia cannot commence business and exercise its borrowing powers until it obtained FORM 23 which is the Certificate to Commence Business. For Air Asia Bhd, as mentioned above, it is not a Public Company at the first place. Air Asia Bhd was in 1993 and began operations on 18 November 1996. It was originally founded by a government-owned conglomerate, DRB-Hicom. On 2 December 2001 the heavily-indebted airline was bought by former Time Warner executive Tony Fernandes’s company Tune Air Sdn Bhd for the token sum of one ringgit (about USD 0.
Only $13.90 / page
6 at the time) with USD 11 million (MYR 40 million) worth of debts. Fernandes turned the company around, producing a profit in 2002 and launching new routes from its hub in Kuala Lumpur, undercutting former monopoly operator Malaysia Airlines with promotional fares as low as MYR 1 (USD 0. 27). In 2003, AirAsia opened a second hub at Senai International Airport in Johor Bahru near Singapore and launched its first international flight to Bangkok. AirAsia has since started a Thai subsidiary, added Singapore itself to the destination list, and started flights to Indonesia.
Flights to Macau began in June 2004, and flights to mainland China (Xiamen) and the Philippines (Manila) in April 2005. Flights to Vietnam and Cambodia followed later in 2005 and to Brunei and Myanmar in 2006, the latter by Thai AirAsia. On August 2006, AirAsia took over Malaysia Airlines’s Rural Air Service routes in Sabah and Sarawak, operating under the FlyAsianXpress brand. The routes were subsequently returned to MASwings a year later, citing commercial reasons. AirAsia’s CEO Tony Fernandes subsequently unveiled a five-year plan to further enhance its presence in Asia.
Under the plan, AirAsia proposes to strengthen and enhance its route network by connecting all the existing cities in the region and expanding further into Vietnam, Indonesia, Southern China (Kunming, Xiamen, Shenzhen) and India. The airline will focus on developing its hubs in Bangkok and Jakarta through its sister companies, Thai AirAsia and Indonesia AirAsia. With increase frequency and the addition of new routes, AirAsia expects passenger volume to reach 18 million by the end of 2007. On 27 September 2008, the company had on its list 106 new routes to be added to its then-current list of 60.
The number of old routes discontinued has not been publicly disclosed. On 2 April 2012 Air Asia had their first flight from Sydney to Kuala Lumpur. In August 2011, AirAsia agreed to forge an alliance with Malaysian Airlines by means of a share swap. The alliance was struck down by the Malaysian government, in effect voiding the agreement of both airlines. According to the Consolidated – Non-Audited financial statement for the first quarter of 2012, total net operating revenues increased with 9. 8%, from MYR 1,093,873 thousands to MYR 1,194,294 thousands. Operating result decreased from MYR 241,719 thousands to MYR 200,929 thousands which means -16. 87% change. The results of the period increased 0. 30% reaching MYR 172,436 thousands at the end of the period against MYR 171,928 thousands last year. Return on equity (Net income/Total equity) went from 4. 50% to 3. 98%, the Return On Asset (Net income / Total Asset) went from 1. 30% to 1. 24% and the Net Profit Margin (Net Income/Net Sales) went from 15. 72% to 14. 4% when compared to the same period of last year. The Debt to Equity Ratio (Total Liabilities/Equity) was 221. 23% compared to 246. 45% of last year. Finally, the Current Ratio (Current Assets/Current Liabilities) went from 1. 65 to 1. 80 when compared to the previous year. In conclusion, private companies become public companies because that company had fulfilled certain threshold of size and profitability to attract public investors for further requirements and the expansion of the business such as Air Asia Bhd. Director Qualification:
A director of a company does not require any educational qualification as this is clearly stated under the Company Act where the qualification of director are as follow: S. 122 (2): Director must a normal person (human) and full age capacity. S. 124 (1): Director must obtain a certain number of shares in order to qualify as director. S. 125 (1): A person who is not discharge bankrupt may not be a director. S. 129 (1): No person over the age of 70 shall be a director. S. 130 : A person who is convicted of certain offences may not be a director.
Name of company Sec 22 Company Act 1965: Prohibits the following types of name for registration: * Undesirable name * Name which identical to other company or business * Name which Minister directed CCM (Trade and Industry) not to accept * Name which resembles name of another company or business causing mistaken identity FORM 13A – Request the availability of name This is the form that will be filing and submitted to CCM after the propose name of the company has been decided together with fee RM30 per name.
The propose name must exceed 50 character including word ‘Berhad’ for public company. For example is EMERALD CONSTRUCTION BERHAD (25 characters). Approval of Proposed Name: The Companies Commission of Malaysia (CCM) will process the form within a week in the following manner: * The name will be rejected with a reason for example; the name have similar name with the other company or the name can carried a bad meaning. * The name may be accepted with condition where further clarifications are required before the name can be approved. * The name is accepted and approved
If the proposed name is approved, the CCM shall reserve the name for a period three (3) months from the date lodging of application (Section 22(7)). After the lapse of the three (3) months a fresh application has to be filed. INCORPORATION DOCUMENTS OF PUBLIC COMPANY The following document must be lodged with the CCM within 3 months from the date of lodgment of Form 13A: MEMORANDUM OF ASSOCIATION & ARTICLES OF ASSOCIATION (MOA &AOA) * Bind company & members – same extent as if signer and sealed by each member respectively. * MOA & AOA also must be stamped MOA| AOA|
Charter of company (objective)| Regulations of internal mgmt of co’s affairs| Regulates external affairs of co and defines essential components of co’s structure:a) Name of companyb) Location of registered officec) Object claused) Member’s liability e) Amount of authorized capital (min 100,000) proposed to register the co and share class divisionf) Name, IC No. , address and occupation of each subscriber (1st members)g) Name, designation and add of witness to the signature of each subscriber| May register with CCM with its articles or adopt all or any regulations contained in modeled AOA.
Contain:a) Name of companyb) Share capital & variations of rightsc) General Meetingd) Directors & their powerse) Proceedings of directorsf) Managing of directorsg) Secretaryh) Common seali) Accountsj) Dividend & reservesk) Capitalisation of profitsl) Notices of meetingsm) Winding upn) Indemnityo) Name, add, IC No. And occupation of subscriberp) name, add and designation of witness| MOA must be signed by at least 2 subscribers * witness by 3rd party | Director- well versed with AOA ; ascertained powers & procedures to comply with |
MOA| AOA| Each subscriber – subscribe 1 or more shares in their own handwriting insert names and no of shares hold | Shareholders cannot control way directors choose to act (provided they act within the scope of powers)| Sec 16(6)- subscriber – deem to have agreed become member and shares issued without formal allotment deemed to have been allotted on date of incorporation. | | Object clause: * National Economic Action Council (NEAC) – 3 object clause only stating: * Core of business Not any way limit powers of co as contained in 3rd Schedule of Co Act 1965 * Too many – causing confusion to public & problem to identify actual objectives * If wish to have more: co must give reasons and ground to support the wish. FORM 6 (Declaration of Compliance) The first secretary of the company to lodge with the Registrar a declaration stating that all or any of the requirements of the Act have been complied with and containing such information as may be prescribed, and the Registrar may accept such a declaration as sufficient evidence of compliance in the registration of a company.
The Form 6 is not a statutory declaration and the secretary making the declaration need not make it under oath. The information declared in FORM 6 includes: 1. Name of first secretary 2. Address of registered office 3. Name of first two directors 4. Principal object for which the company is incorporated 5. Authorized capital FORM 48A- Statutory Declaration by a Person before Appointments as Director, or by a Promoter before Incorporation of Corporation
As required by Section 123(4), there must be at least two promoter who will usually be the first subscribers to the Memorandum Of Association (MOA) and each of the promoter must sign a separate FORM 48A. A promoter usually is the first director of the company. Each promoter is required to make a statutory declaration that: * Discharged bankrupt, but if not he has to declare that he has been granted leave by the court under section 125 to act both as a promoter and a director of the proposed company * He has not convicted of any of offences: 1.
In connection with promotion, management or formation of a company 2. Involving fraud and dishonesty and imprisonment of three months or more 3. Under section 132 (duty and liabilities), under section 132A (dealings in securities) or under section 303 (liability where proper account not kept), within a period of five years preceding the date of declaration 4. He has not been imprisoned for any offence referred to (II) above within a period five years immediately preceding the date of declaration * He consent to act director of the company
FORM 48F- (Declaration by a Person before Appointment as Secretary) Section 139(6) requires a person before appointment as secretary to make a declaration in the prescribed form (FORM 48F) that he is not in contravention of section 139A and 139C and that he consents to act as a secretary of the company. Section 139 A: Qualification of co secretary a) Member of professional body or any body which has been prescribed by Minister in its notification published in the Gazette or b) Licensed by the Register for that purpose
For person who is not a member of professional body but has acted as co secretary before may continue to act as secretary for the company for 12 months after co coming into operation unless he/ she has obtained the licensed. Section 139 C: Disqualification of co secretary A person is disqualified to act as secretary if: a) undercharged bankrupt b) Convicted of any offences whether within or without Malaysia c) Ceases to be a member of the body prescribed by the Minister d) Ceases to be a holder of valid license issued under section 139B
This is to ensure the person appointed as secretary has given her/his consent to act as secretary and has complied with requirements of section 139A and 139C. The declaration is not statutory declaration and therefore need not to be made before a Commissioner for Oaths. Form 48F, however need not be filed with the CCM. REGISTRATION FEES Each application for the incorporation of a company shall be accompanied with payment as per schedule following: AUTHORISED SHARE CAPITAL (RM)| FEES (RM)|
Up to 100,000| 1,000| 100,001 – 500,000| 3,000| 500,001 – 1,000,000| 5,000| 1,000,001 – 5,000,000| 8,000| 5,000,001 – 10,000,000| 10,000| 10,000,001 – 25,000,000| 20,000| 25,000,001 – 50,000,000| 40,000| 50,000,001 – 100,000,000| 50,000| 100,000,001 and above| 70,000| CERTIFICATE OF INCORPORATION FORM 8: Certificate of incorporation of public company Form 8 is the certificate of Incorporation Company’s “birth certificate” which makes company a corporate body having an independent legal entity .
Upon receipt of the FORM 8, a public company is not allowed to commence business and exercise its borrowing powers until it obtains FORM 23 (Certificate to commence business) from CCM. FORM 23: Certificate to commence business CCM will issue FORM 23 upon submission of the following documents to CCM: a) A statement in lieu of prospectus in accordance with the 6th schedule to the Act b) A statutory declaration that all directors have paid for their shares in accordance with the 2nd Schedule, signed by a director or secretary. ) Form 8 must be filed with CCM after the public company has been incorporated to obtain the FORM 23. Issue of shares: FORM 22: Statutory declaration of compliance by company that has issued prospectus If the public company is making public offer of shares, a prospectus must be lodged with CCM. The secretary must sign and lodge with CCM, FORM 22. or FORM 18: Statutory declaration of compliance by company that has not issue prospectus. If the public company does not issue its shares to the public, the secretary must sign and lodge with CCM.
POST INCORPORATION DOCUMENTS Form 24: Return of Allotment of Shares Company makes any allotment of its shares or any of its shares are deemed to have been allotted under Section 54(6). The company shall within one month afterward lodge with CCM Form 24, stating: a) Number and nominal amount of the shares allotted b) The amount paid, deemed to be paid, or due and payable on the allotment of each share c) The different classes of shares in the allotment d) The full name and the address of the allottees and the number and class of shares allotted to them
FORM 44: Notice of situation of the registered office Form 44 specify the situation of the registered office, the days and hours during which it is opened and accessible to the public and any changes therein to the CCM within one month after the date of incorporation or any such change, as the case may be, but no notice of the days and hours during which the office is opened and accessible shall be required if the office is opened for at least five hours during ordinary business hours.
FORM 49 – Particulars of Directors, Managers and Secretaries The company shall lodge FORM 49 with the CCM within one month: a) After incorporation, stating the full name, residential address, date of birth, business occupation, and identification of other directorship of public companies or companies subsidiaries of public companies held by director. b) After a person cease to be or become a director of the company and particulars of the changes. ) After a person becomes a secretary and manager specify the full name, address & other occupation, particulars of the change d) Any changes in particulars of any director, manager or secretary, specifying the new name, residential address and other prescribed particulars of that person. Conclusion Appendix THE COMPANIES ACT, 1965 PUBLIC COMPANY LIMITED BY SHARES Memorandum
And Articles of Association of Emerald Construction Bhd Incorporated on the 1st January 2013 THE COMPANIES ACT, 1965 PUBLIC COMPANY LIMITED BY SHARES MEMORANDUM OF ASSOCIATION OF EMERALD CONSTRUCTION BHD 1. The name of the company is Emerald Construction Bhd. 2. The Registered Office of the Company will be situated in Malaysia. 3. The object for which the company is established are:- 1) To carry on the business of builders, masonry and general construction contractors, surveyors, planners, consultants and to undertake all forms of works relating to civil, electrical, mechanical and general construction and among other things to construct, execute, carry out equip, improve, work and advertise houses, buildings and erections of every kind, roadway, docks, harbors, canals, water courses, reservoirs, embankments, irrigations, reclamations, sewerages, drainage, and other supply works, and to carry on any other business in connection with the abovementioned businesses that are customarily carried on in connection therewith or naturally incidental thereto. 2) To carry on the business of manufacturers and builders of building material and mechanical and electromechanical equipment and other machinery, and to buy, sell, import, export, manufacture, install, perform maintenance, repair, convert, alter, let on hire, and deal in machinery, implements, rolling-stock, and hardware of all kinds, and to carry on any other business (manufacturing or otherwise) which may seem to the Company capable of being conveniently carried on in connection with the above, or otherwise calculated, directly or indirectly, to enhance the value of any of the property and rights of the Company for the time being. (3) To apply for, purchase, or otherwise acquire,- any contracts, decrees and concessions, for or in relation to the building, construction, carrying out, equipment, improvement, management or administration, of buildings and mechanical and electromechanical equipment and to undertake, execute, carry out, dispose of, or otherwise turn to account the same. 4. To borrow or raise money with or without security for purposes of the Company or any other third party and to guarantee and ecure payment of money or the performance of any obligation in such manner and upon such terms as may seem expedient and in particular by the issue or bonds, mortgage or other debenture or securities (perpetual or otherwise) or by mortgage, charges, bills of exchange or promissory notes or by any other instruments or in such purpose to charge all or any part of the undertakings, properties and assets of the company, both present and future including its uncalled capital and either with or without participation in profits and voting power. 5. The liability of the members limited. 6. The objects set forth in any sub-clause of this Clause shall not, except when the context expressly required, be in any wise limited or restricted by reference to or inference from the terms of any other sub-clause, or by the name of the Company.
None of such sub-clause or the objects therein specifies or the powers thereby conferred shall be deemed subsidiary or auxiliary merely to the objects mentioned in the first sub-clause of the Clause, but the Company shall have full power to exercise all or any of the powers conferred by any part of this Clause in any part of the world and notwithstanding that the business, undertaking, property or acts proposed to be transacted acquired dealt with or performed do not fall in within the objects of the first sub-clause of this Clause. 7. The share Capital of the Company is RM100,000. 00 divided into 100,000 shares of RM1. 00 each. The shares in the original or any increased capital may be divided into several classes and there may be attached thereto respectively any preferential, deferred or other special rights, privileges, conditions or restrictions as to dividends, capital, voting or otherwise. 8.
Subject always to the respective rights, terms and conditions mentioned in Clause 7 hereof, the Company shall have power to increase or reduce the capital, to consolidate or sub-divide the shares into shares of larger or smaller amounts and to issue all or any part of the original or any additional capital as fully paid or partly paid shares, and with any special or preferential rights or privileges, or subject to any terms or conditions and either with or without any special designation, and also from time to time alter, modify, commute, abrogate or deal with any such rights, privileges, terms, condition or designations in accordance with the regulations for the time being of the Company. Ref: We the several person whose names and addresses are subscribed hereto, are desirous of being formed into a Company in pursuance of this Memorandum of association, and we respectively agree to take the number of shares in the capital of the Company set opposite to our respective names. Names, Addresses and Descriptions of subscribers| Number of shares taken by each Subscriber| Sinoma International Engineering Corp. Ltd. Registration No. 710929341A limited liability company incorporated in the People’s Republic of China and having its registered office for the time being at No. 2, Linhuai Road, Jiangning District, Nanjing, China…………………………………………Signed by > (Passport No< >)For and or behalf ofSinoma International Engineering Corp. Ltd. | One (1)Wang Wei(Director)| Sinoma Equipment & Engineering Corp. Ltd. Registration No. 710929342A limited liability company incorporated in the People’s Republic of China and having its registered office for the time being at Floor No. 12, Ganiakou Plaza, No. 17 Sanlihe Road, haidian District, Beijing, China…………………………………………Signed by > (Passport No< >)For and or behalf ofSinoma Equipment & Engineering Corp. Ltd. One (1)Fang Fang(Director)| Total number of shares taken:| Two (2)| Dated this 3 day of September 2012 Witness to the above signatures: Name: Nur Syakirin binti Julai Occupation: Licensed Secretary I. C. No. : 900330-13-7506 Address:69, Jalan Bunga Chempaka, Kampung Pinang Jawa, 93050 Kuching, Sarawak. Lodged by: Company No: Address: Telephone: 082-235776 THE COMPANIES ACT, 1965 PUBLIC COMPANY LIMITED BY SHARES ARTICLES OF ASSOCIATION OF EMERALD CONSTRUCTION BHD CONSTITUTION OF THE COMPANY CONSTITUTION OF THE COMPANY 1. Subject to hereinafter provided the Regulations contained in Table ‘A’ in the First Schedule to the Companies Act, 1956 shall apply to the Company. 2.
The Regulations for the management of the Company and for the observance of the members thereof shall be such as are contained in these Articles subject, however to the exercise of the statutory powers of the Company in respect of repeal, additions, alterations, substitutions, modifications and variations thereto by a Special Resolution as prescribed by the Companies Act, 1956 or any statutory modification thereof in force. 3. Subject to Article 2 hereunder, unless repugnant to the context, the words and expressions contained in these Articles shall bear the same meaning as in the Companies Act, 1956 or any statutory modification thereof in force. INTERPRETATION 4. In these regulations – a) Auditor’ mean the statutory auditors of the Company appointed by the Company in accordance with the provisions of the Act. (b) ‘Board’ means the Board of Directors for the time being of the Company. (c) “Beneficial Owner” means a person whose name is recorded as such with a Depository; (d) “Depository” means a company formed and registered under the Companies Act, 1956 (1 of 1956), and which has been granted a certificate of registration under sub-section (1A) of section 12 of the Securities and Exchange Board of India Act, 1992 (15 of 1992); (e) ‘Director’ means a member of the Board for the time being of the Company and includes an alternate director (f) ‘Dividend’ includes interim dividend g) Member’ or ‘Shareholder’ means duly registered holder of the shares of the Company and whose name is entered in the Register and any other person whose name is entered Beneficial Owner in the records of the Depository. (h) ‘Shares’ mean voting shares in the capital of the Company and includes all rights and interests therein, bonus shares and any shares issued in exchange thereof by way of conversion or reclassification and any shares representing or deriving from such shares as a result of any increase in or reorganisation or variation of the capital of the Company. (i) “the Act” means the Companies Act, 1956; (j) “the Company” or “this Company” means Emerald Construction Bhd (k) “the seal” means common seal of the Company. l) “these Articles” or “these Presents” means the regulations contained in this Articles of Association (m) “month” means a calendar month reckoned according to the British Calendar. (n) “the Office” means the Registered office for the time being of the Company (o) ‘Paid up’ includes credited as paid up. (p) Person includes corporations as well as individuals. (q) Words imputing the masculine gender shall also include feminine gender. (r) Words imputing the singular number includes plural where the context so requires. (s) ‘In writing’ and ‘written’ includes printing, lithography and any other modes of representing or reproducing words in a visible form. GENERAL AUTHORITY 5.
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 authorized by its Articles, then and in that case, by virtue of this Regulation, the Company is hereby specifically authorized, 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. SHARE CAPITAL 6. The authorized share capital of the Company shall be such as given in the clause V of Memorandum of Association or altered from time to time, thereat payable in the manner as may be determined by the directors, with power to increase, reduce, sub divide or to repay the same or to divide the same into several classes and to attach thereto any rights and to consolidate or sub divide or re-organize the shares and subject to provisions of Act, to vary such rights as may be determined in accordance with the regulations of the company.
The company shall have minimum paid up capital of RM 100 000 only. INCREASE IN SHARE CAPITAL 7. The Company may, by ordinary resolution, – (a) Increase its share capital (b) consolidate and divide all or any of its share capital into shares of larger amount than its existing shares; (c) sub-divide its existing shares or any of them into shares of smaller amount than is fixed by the memorandum, subject, nevertheless, to the provisions of clause (d) of sub-section (1) of section 94 of the Act; (d) 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. DECREASE IN SHARE CAPITAL 8.
As per the provisions of the Company Act The company may from time to time by special resolution reduce in any manner and with and subject to any incidental authorization and consent required by law (a) its share capital; (b) any capital redemption reserve account; or (c) any securities premium account. FURTHER ISSUE OF SHARES 9. (1) Where at the time after the expiry of two years from the formation of the company or at any time after the expiry of one year from the allotment of shares in the company made for the first time after its formation, which ever is earlier, it is proposed to increase the subscribed capital of the company by allotment of further shares either out of the un-issued capital or out of the increased share capital then: a) such further Shares shall be offered to the Persons who, at the date of the offer, are holders of the equity Shares of the Company, in proportion, as nearly as circumstances admit, to the capital paid-up on those Shares at that date; (b) the offer aforesaid shall be made by notice specifying the number of Shares offered, and limiting a time not being less then fifteen days from the date of the offer, within which the offer, if not accepted, will be deemed to have been declined; (c) unless the Articles of the Company other wise provide, the offer aforesaid shall be deemed to include a right to exercise by the Person concerned to renounce the Shares offered to him or any of them in favour of any other Person; and the notice referred to in sub- clause (b) shall contain a statement of this right; (d) after the expiry of the time specified in the notice aforesaid, or on receipt of earlier limitation from the Person to whom such notice is given that he declines to accept the Shares offered, the Board of Directors may dispose them in such manner as they think most beneficial to the Company. 2) Notwithstanding anything contained herein above, the further Shares aforesaid may be offered to any Persons whether or not those Persons include the Persons referred to in clause (a) of sub-clause (1) of this Article in any manner whatsoever- (a) if a Special Resolution to that effect is passed by the Company in General Meeting; or (b) where no such Special Resolution is passed, if the votes cast (whether on a show of hands, or on a poll, as the case may be) in favour of the proposal contained in the Resolution moved in that General Meeting (including the casting vote, if any, of the chairman) by Members who, being entitled so to do, vote in Person, or where proxies are allowed, by proxy, exceed the votes, if any, cast against the proposal by Members so entitled and voting and the Central Government is satisfied, on an application made by the Board of directors in this behalf, that the proposal is most beneficial to the Company. 3) Nothing in clause (c) of sub-clause (1) of this Article shall be deemed- (a) To extend the time within which the offer should be accepted; or (b) To authorize any Person to exercise the right of renunciation for a second time, on the ground that the Person in whose favour the renunciation was first made has declined to take the Shares comprised in the renunciation. (4) Nothing in this Article shall apply to an increase in the subscribed capital of the Company caused by the exercise of an option attached to debentures issued or loans raised by the Company- (i) to convert such debentures or loans into Shares in the Company, or (ii) to subscribe for Shares in the Company.
Provided that the terms of issue of such debentures or the terms of such loans include a term providing for such option and such term- (a) either has been approved by the Central Government before the issue of debentures or the raising of the loans, or is in conformity with the rules, if any, made by that Government in this behalf; and (b) in the case of debentures or loans other then debentures issued to, or loans obtained from, the Government or any institution specified by the Central Government in this behalf, has also been approved by a Special Resolution passed by the Company in General Meeting before the issue of the debentures or the raising of the loans. 10.
Subject to the provisions of section 81 of the Act and these Articles, the shares in the capital of the Company for the time being shall be under the control of the Directors who may issue, allot or otherwise dispose of the same or any of them to such persons, in such proportion and on such terms and conditions and either at a premium or at par or (subject to the compliance with the provision of section 79 of the Act) at a discount and at such time as they may from time to time think fit and with the sanction of the Company in the General Meeting to give to any person or persons the option or right to call for any shares either at par or premium during such time and for such consideration as the Directors think fit, and may issue and allot shares in the capital of the Company on payment in full or part of any property sold and transferred or for any services rendered to the Company in the conduct of its business and any shares which may so be allotted may be issued as fully paid up shares. Provided that option or right to call on shares shall not be given to any person or persons without the sanction of the Company in a General Meeting. 11.
Subject to the provisions of section 81 of the Act and other applicable law, the Company may issue options to the whole-time directors, officers or employees of the Company, its subsidiaries or its parent, which would give such directors, officers or employees, the benefit or right to purchase or subscribe at a future date, the securities offered by the Company at a pre-determined price, in term of schemes of employee stock options or employees share purchase or both. REDEEMABLE PREFERENCE SHARES 12. Subject to the provisions of section 80, any preference shares may, with the sanction of an ordinary resolution, be issued on the terms that they are, or at the option of the Company are liable, to be redeemed on such terms and in such manner as the Company before the issue of the shares may determine. 13. Subject to the provisions of the Act, it shall be lawful for the Company to issue at a discount, shares of a class already issued. ALTERATION OF THE RIGHTS OF SHAREHOLDERS 14.
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 of the Act, 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 the separate meeting of the holders of the shares of that class. To every such separate meeting, the provisions of these regulations relating to general meetings shall mutatis mutandis apply. However, in each such meeting 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. 15.
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. ISSUE OF SHARE WITH DIFFERENTIAL VOTING RIGHT 16. As per section 86 of the Act, a company can issue equity shares with differential rights to voting, dividend or otherwise in accordance with the companies (issue of shares with differential voting rights) Rules 2001, which means that the company can now issue equity shares which may carry different rights of voting or dividend or both 17.
The Company may exercise the powers of paying commissions conferred by section 76 of the Act, provided that the rate per cent or the amount of the commission paid or agreed to be paid shall be disclosed in the manner required by that section. (1) 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. (2) The Company may also, on any issue of shares, pay such brokerage as may be lawful. 18. The commission paid or agreed to be paid shall not exceed in case of shares, five percent of the price at which the shares are issued or the amount or rate authorized by the articles, whichever is less. 19. The company may re-issue the debenture either by re-issuing the same debenture or by issuing other debenture in their place TRUSTS NOT RECOGNISED 20.
Except as required by the law, no person shall be recognized by the Company as holding any share upon any trust, and the Company shall not be bound by, or be compelled in any way to recognize (even when having notice thereof) any equitable, contingent, future or partial interest in any share, or any interest in any fractional part of share, or (except only as by these regulations or by law otherwise provided) any other rights in respect of any share except an absolute right to the entirety thereof in the registered holder SHARE CERTIFICATE 21. (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) – (a) one certificate for all his shares without payment; or b) Several certificates, each for one or more of his shares, upon payment of one rupee for every certificate after the first. (2)Every certificate shall be under the seal and shall specify the shares to which it relates and the amount paid up thereon. JOINT OWNERSHIP 22. The Company shall not register more than two persons as joint holders of any shares. (1) 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. 23. The joint holders of a share shall be jointly and severally liable to pay all calls in respect thereof. 1) Any dividend, interest or other moneys payable in cash in respect of shares may be paid to the order of the Registered holder or to his bankers by any mode, or by Cheque or warrant sent through the post directed to the registered address of the holder or, in the case of joint holders, to the registered address of that one of the joint holders who is first named on the register of members, or to such person and to such address as the holder or joint holders may in writing direct. (2) Any one of two or more joint holders of share may give effectual receipts for any dividends, bonuses or other moneys payable in respect of such share. LOSS OR DESTRUCTION OF SHARE CERTIFICATE 24.
If any certificate be worn out, defaced, mutilated or if there be no further space on the back thereof for endorsement of transfer, then upon production and surrender thereof to the Company, a new certificate may be issued in lieu thereof, and if any certificate lost or destroyed then upon proof thereof to the satisfaction of the Company and on execution of such indemnity as the Company deem adequate, being given, an & new certificate in lieu thereof shall be given to the party entitled to such lost or destroyed certificate. Every Certificate under the Article shall be issued without payment of such fees (not exceeding Rs. 2/- for each certificate) as the Directors shall prescribe. Provided that no fee shall be charged for issue of new certificates in replacement of those which are old, defaced or worn out or where there is no further space on the each thereof for endorsement of transfer. Provided that notwithstanding what is slated above the Board hall comply with such Rules or Regulation or requirement of any stock exchange or the Rules made under the Securities Contract Regulations Act, 1956 or the Act, or rules applicable in this behalf. The provisions of this Article shall mutatis mutandis apply to debentures of the Company 25. No fee shall be charged for sub-division and consolidation of share and debenture certificates and for sub-division of letters of allotment and split, consolidation, renewal and pucca transfer receipts into denominations corresponding to the market units of trading, for sub-division of renounce able letters of rights, for issue of new certificate in replacement of those which are old, decrepit or worn out, or where the cages on the reverse for recording transfers have been fully utilized.
Provided that the Company may charge such fees as may be agreed by it with the Stock Exchange with which its shares may be enlisted for the time being for issue of new certificates in replacement of those that are torn, defaced, lost or destroyed and for sub-division and consolidation of share and debenture certificates and for sub-division of letter of allotment and split, consolidation, renewal and pucca transfer receipts into denominations other than those fixed for the market units of trading,. However, the Company shall not sub-divide/consolidate a share certificate comprising of shares other than the marketable lot. FRACTIONAL CERTIFICATES 26. The Board shall have full power- (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 also 2) To authorize any person to enter, on behalf of all the members entitled thereto, into an agreement with the Company providing for allotment to them respectively, credited as fully paid up, of any further shares to which they may be entitled upon such capitalization, 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 capitalized, of the amounts or any part of the amounts remaining unpaid on their existing shares. LIEN ON SHARES 27. The Company shall have a first and paramount lien – (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 that share; and 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; 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 28. The Company’s lien, if any, on a share shall extend to all dividends payable thereon. SALE OF SHARES ON WHICH COMPANY HAS LIEN 29. The Company may sell, in such manner as the Board thinks fit, any shares on which the Company has a lien: Provided that no sale shall be made – (1) unless a sum in respect of which the lien exists is presently payable, or (2) until the expiration of fourteen days after a notice in writing tating 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. 30. To give effect to any such sale, the Board may authorize any person to transfer the shares sold to the purchaser thereof. (1) The purchaser shall be registered as the holder of the shares comprised in any such transfer. (2) 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. 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. The residue, if any, shall, subject to a like lien for sums not presently payable as existed upon the shares before the sale, be paid to the person entitled to the shares at the date of the sale. CALLS ON SHARES 32. 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; 1) A call shall be deemed to have been made at the time when the resolution of the Board authorizing the call was passed and may be required to be paid by installments (2) Any sum which by the terms of issue of a share becomes payable 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. (3) Not less than 30(Thirty) days notice of any call shall be given specifying the time and place of payment and to whom such call shall be paid. 4) A call may be revoked or postponed at the discretion of the Board. 33. (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 at rate, as the board may determine subject to a maximum of 12% (2) The Board shall be at liberty to waive payment of any such interest wholly or in part. 34. The Board – (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 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, as may be agreed upon between the Board and the member paying the sum in advance. TRANSFER OF SHARES 35. (1) The instrument of transfer of any share in the Company shall be executed by or on behalf of both the transferor and the transferee. (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. 36. Subject to the provisions of section 108 of the Act, the shares in the Company shall be transferred in the Prescribed Form under Companies (Central Govt. ’s) General Rules & Forms, 1956, unless the shares are in dematerialized form. 37.
Subject to the provisions of section 111A of the Act the Directors may, by giving reasons, decline to register or acknowledge any transfer of shares whether fully paid or not and the right of refusal, shall not as affected by the circumstances that the proposed transferee is already a member of the Company but in such cases, the Directors shall within one month from the date on which the instrument of transfer was lodged with the Company, send to the transferee and transferor notice of the refusal to register such transfer provided that registration of transfer alone or jointly with any other person or persons indebted to the Company on any account whatsoever except when the Company has a lien on the shares, transfer of shares/debentures in whatever lot shall not be refused. In case of refusal of registration of transfer, the Board shall disclose the reasons for such refusal within 2 months from the date of lodgments of instrument of transfer. 38. Every instrument of transfer shall be left at the office of the Company for registration, accompanied by the certificate, of the shares to be transferred or if there is no certificate, the letter of Allotment thereto and such other evidence as the Board may require to prove the title of the transferor or his right to transfer the share. The Board may waive the production of any certificates upon production of evidence to them of its having been lost or destroyed.
The Company shall retain every instrument of transfer, which shall be registered, but any instrument of transfer which the Board may refuse to register shall be returned to the person depositing the same. 39. Subject to the provisions of section 154 of the Act, the registration of transfers may be suspended at such times and for such periods as the Board may from time to time determine: Provided that such registration shall not be suspended for more than 30 days at any one time or more than 45 days in the aggregate in any year. 40. No fees shall be charged by the Company on the registration of a probate, letters of administration, certificate of death or marriage, power of attorney, or other similar instruments of transfer. NON APPLICABILITY OF ARTICLE NO 34 TO 38 41.
Nothing contained in Article no 34 to 38 shall apply to transfer of a security affected by the transferor and the transferee both of whom are entered as Beneficial Owners in the records of a Depository. TRANSMISSION OF SHARES 42. (1) On the death of a member, the survivor or survivors where the member was a joint holder, and his legal representatives or nominee where he was a sole holder, shall be the only persons recognized by the Company as having any title to his interest in the shares. (2) 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 from time to time properly be required by the Board and subject as hereinafter provided, elect, either- (a) to be registered himself as holder of the share; or b) To make such transfer of the share as the deceased or insolvent member could have made. (3) 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. (4) If the person so becoming entitled shall elect to be registered as holder of the share himself, he shall deliver or send to the Company a notice in writing signed by him stating that he so elects alongwith evidence as may be required by the Board. (5) If the person aforesaid shall elect to transfer the share, he shall testify his election by executing a transfer of the share. 6) 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 of transfer as aforesaid as if the death or insolvency of the member had not occurred and the notice of transfer were a transfer signed by that member. RIGHT TO RECEIVE DIVIDEND IN CASE OF TRANSMISSION 43. 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:
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. FORFEITURE OF SHARES 44. 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. 45. (1) A forfeited share may be sold or otherwise disposed of on such terms and in such manner as the Board thinks fit. | | (2) At any time before a sale or disposal as aforesaid, the Board may cancel the forfeiture on such terms as it thinks fit. | 46. | (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. | | (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. | 47. (1) A duly verified declaration in writing that the declarant is a director, 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. | | (2) The Company may receive the consideration, if any, given for the share on any sale or disposal thereof and may execute a transfer of the share in favour of the person to whom the share is sold or disposed of. | | (3) The transferee shall thereupon be registered as the holder of the share. | | (4) 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. | 48. The provisions of these regulations as to forfeiture shall also apply n the case of nonpayment 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. DEMATERIALISATION OF SECURITIES 49. Either the Company or the shareholders may exercise an option to issue or hold the securities (including shares) with a depository in electronic form in which event the rights and obligations of the concerned and the matters connected therewith or incidental thereto, shall be governed by the provisions of the Depositories Act, 1996 and allied laws and regulations as amended from time to time or any statutory modification thereto or re-enactment thereof.
CONVERSION OF SHARES INTO STOCK 50. The Company may, by ordinary resolution, – (1) convert any paid-up shares into stock; and (2) Reconvert any stock into paid-up shares of any denomination. 51. 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: 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. 52.
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. 53. 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 ”stockholder”, respectively. SHARE WARRANTS 54.
The Company may issue share warrants subject to, and in accordance with, the provisions of section 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. 55. 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.
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. POWER TO BORROW 56. The Board may from time to time subject to the sections 58A, 292 and 293 of the Act, at their discretion raise or borrow any sum or sums of money for the purpose of the Company and subject to the applicable provisions of the Act may secure payment or repayment of same in such manner and upon such terms and conditions in all respect as may be prescribed by the Board, in particular by the creation of any mortgage or charge or other encumbrances on any of the immovable properties of the company or hypothecation, pledge or charge on and over the Company’s stocks, book debts and other movable properties. 57.
The Board may raise or secure the payment of such sum or sums in such manner and upon such terms and conditions as they think fit and in particular, by the issue of bonds, perpetual or redeemable debentures or debenture-stock or any mortgage, charge or other security on the undertaking of the whole or any part of the property (both movable and immovable) of the Company both present and future including its uncalled capital for the time being or by giving, accepting or endorsing on behalf of the Company any promissory notes, bills of exchange or other negotiable instruments and no debenture shall carry any voting right whether generally or in respect of any particular class or classes of business. 58.
If any uncalled capital is included in or charged by any mortgage of other security, the Directors may, by instrument under the Seal authorise the person in whose favour such mortgage or security is executed or any other person in trust for him to make calls on the member in respect of such uncalled capital, and the provisions herein before contained in regard to calls shall, mutatis mutandis apply to calls, made under such authority and may be made exercisable either conditionally and either presently or contingently and either, to the exclusion of the Director’s powers or otherwise, and shall be assignable if expressed so to do. 59. Any debenture-stock or other securities may be issued at a discount premium or otherwise and may be issued on condition that they shall be convertible into shares of any denomination, and with any privileges such as warrants etc. nd conditions as to redemption, surrender, drawing, allotment of shares, attending at General Meeting, appointment of Directors and otherwise. The power to issue debenture stock or other securities with a right to allotment of or conversion into shares of any denomination shall only be exercised by the Company in the General Meeting. 60. Subject to section 201 of the Act, if any Director or any other person shall become personally liable for the payment of any sum primarily due from the Company, the Board may execute or cause to be executed any mortgage, charge or security cover for effecting the whole or any part of the assets of the Company by way of indemnity to secure the Director or any person so becoming liable, as aforesaid, from any loss in respect of such liability. 61.
Subject to section-58A, 292 and 293 of the Act and the Companies (Acceptance of Deposits) Rules, 1975 the Company may receive deposits on such terms and conditions and bearing interest at such rates as the Board may decide and fix and which may be made payable monthly, quarterly, half yearly or yearly. . 62. The Company may subject to the provisions of section 208 of the Act, pay interest on so much of the share capital as is for the time being paid up and was issued for the purpose of raising money to defray the expenses of the construction of any work or building or the provision of any plant, which cannot be made profitable for a lengthy period. 63.
Debentures/debenture stock, loan/loan stock, bonds or other securities conferring the right to allotment or conversion into shares or the option or right to call for allotment of shares shall not be issued except with the sanction of the Company in General Meeting. CONDITIONS OF BORROWING 64. The directors may by resolution passed at the meeting of board raise or secure the payment or repayment of any monies borrowed in such a manner and upon such terms and conditions in all respects as they think fit in particular, by the issue of bonds or debenture of the company or any mortgage, charge or any other securities on all or any part of the undertaking or property of the company ISSUE OF DEBENTURE 65.
Any debentures, debentures stock or other securities may be issued at a discount, premium or otherwise and may be issued on condition that they shall be convertible into shares of any denomination and with any privileges and conditions as to redemption, surrender, drawing, allotment of shares, attending (but not voting) at the General Meeting, appointment of Directors and otherwise Debentures with the right to conversion into or allotment of shares shall be issued only with the consent of the Company in the General Meeting by a Special Resolution. GENERAL MEETING 66. The company shall in addition to any other meeting, in each year hold a General meeting its Annual General meeting in accordance with provisions of section 166 of the Act, at such time and place as may be determined by the board and shall specify the meeting as such in the notice concerning the same. Any general meeting other than the annual general meeting shall be called extraordinary general meeting. 67. The Board may whenever it thinks fit, call an extraordinary general meeting.
Such meetings may be called either at the discretion of the Board or on requisition of the shareholders as per the provisions of section 169 of the Act. NOTICE FOR GENERAL MEETING 68. A General Meeting of the Company may be called by giving not less than 21 clear days notice in writing. A General Meeting may be convened giving shorter notice as follows: (1) In the case of an Annual General Meeting, by all the members entitled to attend, and vote thereat agrees in writing either before or on the day of meeting. (2) In the case of any other meeting, by Members holding not less than ninety five percent (95%) of the nominal value of the Shares entitled to vote there at agrees in writing either before or on the day of meeting. – 69.
Notice of every General Meeting shall be given to every Member, to any person entitled to a share in consequence of the death or insolvency of a Member, and to the Auditors for the time being of the Company, in the manner hereinafter provided for the giving of notice 70. With every notice calling general meeting of shareholders there shall be annexed to the notice an explanatory statement as defined in section 173(2) of the Act. 71. (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 (2) Save as herein otherwise provided, five members present in person shall be a quorum. CHAIRMAN OF GENERAL MEETING 72. (1). The chairman, if any, of the Board shall preside as chairman at every general meeting of the Company. (2).
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 numbers to be chairman of the meeting. (3). 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 numbers to be chairman of the meeting. POWER TO ADJOURN MEETING 73. 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. 1) No business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. (2) 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. (3) 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. 74. 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. VOTE OF MEMBER 75.
Subject to any rights or restrictions for the time being attached to any class or classes of shares,- (1) on a show of hands, every member present in person shall have one vote; and (2) On a poll, the voting rights of members shall be as laid down in section 87 of the Act. 76. 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. 77. If a shareholder does not pay all the calls in respect of his shares then the shareholder will not be entitled to exercise his right to vote at the general meeting. 78. oting by poll may be demanded by member present in person or by proxy and holding not shares in the company not less than one tenth of the total voting power in respect of the resolution or on which an aggregate sum of not less than fifty thousand rupees has been paid up. REPRESENTATIVE OF MEMBER COMPANY 79. Any company or body corporate which is a member of the company shall be entitled to appoint by instrument in writing, such person as it thinks fit to act as its representative at any meeting of the company held in pursuance of the act. A person authorized as aforesaid shall be entitled to exercise the same right and powers if it were an individual member of the company. PROXY 80.
Any company or body corporate which is a member of the company shall be entitled to appoint by instrument in writing, such person as it thinks fit to act as its representative at any meeting of the company held in pursuance of the act. A person authorized as aforesaid shall be entitled to exercise the same right and powers if it were an individual member of the company 81. The instrument appointing a proxy and the power of attorney or other authority, if any, under which it is signed or a materially certified copy of that power or authority, shall be deposited at the registered office of the Company not less than 48 hours from the date of meeting. VALIDITY OF PROXY 82.
A vote given in accordance with the terms of an instrument appointing a proxy shall be valid, notwithstanding the previous death or insanity of the principal or 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: 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. 83. On a show of hands, every member present in person and in proxy shall have one vote; and 84. A member is entitled to appoint one proxy to attend the meeting. DIRECTOR 85.
Subject to the provision of section 259 of the Act, the minimum number of directors shall be three and maximum shall be twelve. 86. The first Directors of the Company were 1. AIMI ATHIRAH BINTI ABDULLAH 2. NURUL FARHANA BINTI RAMLI 3. ALDRINA BINTI MORSHIDI 87. The Director shall not be required to hold any qualification shares. 88. The Company in the General Meeting may, subject to provision of these presents and section 259 of the Act, by special resolution, increase or reduce the number of its Directors. 89. Not less than two third of the total number of director shall be elected by the company in general meeting and shall be liable to retire by rotation. A retiring director may be re-elected. REMUNERATION OF DIRECTOR 90.
In addition to the remuneration payable to them in pursuance of the Act, the directors may be paid all traveling, hotel and other expenses, properly incurred by them: (1) In attending and returning from meeting of the Board of directors or any committee thereof or general meetings of the Company; or (2) In connection with the business of the Company. 91. The remuneration payable to the director shall be determined subject to section 198 and section 309 of the Act by ordinary resolution passed in the general meeting. 92. A director who is either in whole time employment of the company or a managing director may be paid remuneration by way of a monthly payment or at a specified percentage of the net profit of the company or partly by monthly payment and partly by specified percentage of profit. 93.
Subject to the provisions of the Act and rules framed there under, each Director may receive out of the funds of the Company by way of sitting fees for his services a sum not exceeding the sum prescribed under the Act, for every meeting of the Board of Director or Committee thereof attended by him. 94. Subject to section 198, 309, 310 and 314 of the Act, if any Director or Directors being willing shall be called upon to undertake and /or perform extra professional or other services or to make any special exertion in going or residing outside the office for any of the purposes of the Company or in giving special attention to the whole of or any part of the Business of the Company, the Board may remunerate such Director. CONTRACT BETWEENS DIRECTOR AND COMPANY 95.
Subject to the provisions of section 297 of the Act, a Director shall not be disqualified from contracting with the Company either as vendor, purchaser or otherwise for goods, materials and 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 the behalf of the Company with a relative of such Director, or a firm in which such Director is a Member or Director, be avoided; nor shall any Director so contracting be liable to account to the Company for my profit realized by any such contract or arrangement by reason of such Director holding office or of the fiduciary relationship thereby established. APPOINTMENT OF ALTERNATE DIRECTOR 96. The Board of Directors of the Company may appoint an Alternate Director to act for a Director (hereinafter called “the Original Director”) who is absent for a period of not less than three months . from the state in which the meetings of the Board are ordinarily held and such appointment shall’ have effect and such appointee, while he hold office as an Alternate Director, shall be entitled to notice of the meetings of the Directors and to attend and vote thereat.
An Alternate Director shall not hold Office· as such for a period longer than that permissible to the original Director in whose place he has been appointed and shall automatically vacate office if and when the Original Director returns to the state in which the meetings of the Board are ordinarily held. If the term of office of the Original Director expires before he returns to the sc d state, any provision in these Articles or the Act for the automatic, tic reappointment of a retiring Director shall apply to the Original director and not to the Alternate director. APPOINTMENT OF ADDITIONAL DIRECTOR 97. The Board shall have power at any time and from time to time, to ppoint a person as an additional director, provided the number of the directors and additional directors together shall not at any time exceed the maximum strength fixed for the Board by these articles. (1) Such person shall hold office only unto the date of the next annual general meeting of the Company but shall be eligible for appointment by the Company as a director at that meeting subject to the provisions of the Act. (2) Subject to provisions of the Act, a Director may resign from the office of director by giving notice in writing addressed to the Company, or to the Board or to the chairman and from that date his resignation is accepted. GROUNDS OF VACATION OF OFFICE BY DIRECTORS 98.
The office of director shall become vacant if he/she falls in any condition of section 283 of the Act. REMOVAL OF DIRECTOR 99. If any Director appointed by the Company in general meeting vacates office as a Director before his term of office will expire in the normal course, the resulting casual vacancy may be filled up by the Board at a meeting of the Board, but any person so appointed shall retain his office so long only as the vacating Director would have retained the same if no vacancy has occurred. Provided that the Board may not fill such a vacancy by appointing thereto any person who has been removed from the office of Director under section 284 of the Act NOMINEE DIRECTORS 100.
The Company shall subject to the provisions of the Act, be entitled to agree with any person, firm or corporation that he or it shall have the right to appoint his or its nominee (hereinafter referred to as a “Nominee Director”) on the Board of Directors of the Company upon such terms and conditions as the Company may deem fit. The Corporation, firm or person shall be entitled, from time to time to remove any such Director or Directors and appoint another or others in his or their places. He shall be entitled to the same right and privileges and be subject to the same obligation as any other Director of the Company, subject to the privileges granted by the Act.
APPOINTMENT OF MANAGING/ WHOLE TIME DIRECTOR 101. The Company by ordinary resolution or the Board of Directors may, subject to the provisions of sections 268, 269 and 314 and schedule XIII of the Act, from time to time appoint one or more of the Directors to be Managing Director(s) or other Whole time Director(s) of the Company, for a term not exceeding five years at a time and may from time to time (subject to the provisions of any contract between him or them and the Company) remove him or them from office by following the statutory procedures and appoint another or others in his or their place or places. POWERS OF MANAGING DIRECTOR OR WHOLE TIME DIRECTOR 102.
The Board of Directors, subject to section 292 of the Act, may entrust to and confer upon a Managing or Whole Time Director any of the powers exercisable by them, upon such terms and conditions and with such restrictions as they may think fit and either collaterally with or to the exclusion of their own powers and may, from time to time, revoke, withdraw or alter or vary all or any of such powers. USE OF OFFICIAL SEAL 103. 1) The Directors shall provide a Common Seal for the purpose of the Company, and shall have power from time to time to destroy the same and substitute a new seal in lieu thereof and the Directors shall provide for the safe custody of the seal for the time being. 2) The seal of the Company shall not be affixed to any instrument except y the authority of a resolution of the Board or of a committee of the Board authorized by it in that behalf, and except in the presence of at least one director or such other person as the Board may appoint for the purpose; and those one director or other persons aforesaid shall sign every instrument to which the seal of the Company is so affixed in their presence. BOARD MEETING 104. 1) The Board of directors may meet for the dispatch of business, adjourn and otherwise regulate its meetings, as it thinks fit, subject however to the provisions of section 285 of the Act. 2) The Board of directors shall meet at least once in every three calendar months for the dispatch of business and at least four such meetings shall be held in every calendar year. 105. Quorum means the minimum of directors who are required to be present in the meeting, as per section 287 of the Act not less than 1/3rd of the total number of directors subject to minimum of 2 shall be the requisite quorum for the Board meeting. 106.
Subject to the provisions of section 316, 372A(2) and 386 of the Act, questions arising at any meeting of the Directors shall be decided by a majority of votes and in case of any equality of votes the Chairman shall have a second or casting vote 107. The Board may elect a chairman of its meetings and determine the period for which he is to hold office. 108. The Board shall cause minutes to be kept of every meeting of the Board or Committee of the Board in accordance with section 193 of the Act. APPOINTMENT OF COMMITTEE 109. 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. 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 Board. 110. 1) A committee may meet and adjourn as it thinks proper. ) Questions arising at any meeting of a committee shall be determined by a majority of votes of the members present, and in case of an equality of votes, the chairman shall have a second or casting vote. RESOLUTION BY CIRCULATION 111. Save as otherwise expressly provided in the Act, and also, subject to the provisions of section 289 of the Act, a circular resolution in writing, signed by such of the directors as are then in India, or by a majority of 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 and to vote thereat, shall be as valid and effectual as if it had been passed at a meeting of the Board or committee, duly convened and held. The consent may be in the form of counterparts of the resolution. VALIDITY OF THE ACT OF DIRECTORS 112.
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 has been duly appointed and was qualified to be a director GENERAL POWERS OF BOARD 113. Subject to the section 292 of the Act, the Board of Director shall have the right to delegate any of their powers to such managers, agents or other persons as they may deem fit and may at their own discretion revoke such powers.
The following powers shall be exercised by the Board or any Committee of the Board, or otherwise by the Company as may be so required: (a) To voluntarily liquidate the Company. (b) To increase or reduce the Company’s capital. (c) To issue and allot new shares. (d) To make any Rights Issue of shares. (e) To adopt any resolution to alter the Memorandum and Articles of Association. (f) To join any other company or to invest in any other company. (g) To Issue Debentures. (h) To undertake or permit any merger, consolidation or reorganization of the Company. (i) To decide on the declaration of dividends and appropriation of profits. j) Subject to the provisions of section 372A of the Act, to give to make any loan to any person or other body corporate or give guarantee or provide security in connection with a loan made by any other person to or to any other person by anybody corporate. CHEQUES, PROMISSIORY NOTES AND NEGOTIABLE INSTRUMENT 114. All Cheque, promissory notes, drafts, hundies, bills of exchange, and other negotiable instruments and all receipts for monies 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 the resolution determine. MANAGER 115.
Subject to the provisions of section 197A and 388 of the Act, the Board shall have power to appoint or employ any person to be the Manager of the Company upon such terms and conditions as the Board thinks fit and the Board may, subject to the provisions of section 292 of the Act, vest in such manager such of powers, vested in the Board, as it thinks fit and such powers may be made exercisable for such period or periods and upon such conditions and subject to restrictions as it may determine and at such remuneration as it may think fit. 116. A Director may be appointed as General Manager/ Manager subject to section 197A, 314 and 388 of the Act. SECRETARY 117.
Subject to the section 383A of the Act, the Board may from time to time appoint or employ any person to be secretary of the Company upon such terms, conditions and remuneration as it thinks fit to perform any functions which by the Act or the Article for the time being of the Company are to be performed by the secretary and to execute any other purely ministerial or administrative duties which may from time to time be assigned to the secretary by the Board. The Board may, subject to the provisions of the Act, also at any time appoint some person (who need not be the secretary) to keep the registers required to be kept by the Company. 118. Subject to the provisions of the Act, a Director may be appointed as a secretary. SECRECY 119.
Every manager, auditor, trustee, member of a committee, officer, servant, agent, accountant or other person employed in the business of the Company shall, if so required by the Board of Directors, before entering upon the duties, sign a declaration pledging himself to observe strict secrecy respecting all bonafide transactions of the Company with its customers and the state of accounts with individuals and in matters relating thereto and shall by such declaration pledge himself not to reveal any of the matters which may come to his knowledge in the discharge of his duties except so far as may be necessary in order to comply with any of the provisions in these presents and the provisions of the Act. RESERVE 120.
The Board may subject to section 205 (2A) of the Act from time to time, before recommending any dividend set apart any portion of the profits of the Company as it thinks fit as reserves to meet contingencies or for the liquidation of any debentures, debts or other liabilities of the Company or for equalization of dividends or for repairing, improving or maintaining any of the property of the Company and for such other purposes of the Company as the Board in its absolute discretion thinks conducive to the interest of the Company and may, subject to the provisions of sections 372A of the Act, invest the several sums so set aside upon such investments (other than shares in the Company) as it may think fit and may from time to time deal with and vary such investments and dispose of all or any part thereof for the benefit of the Company and may divide the reserves into such special funds as it thinks fit, with full power to employ the reserve or any part thereof in the business of the Company and that without being bound to keep the same separated from the other assets.
The Board may also carry forward any profits, which it may think prudent not to divide without setting them aside as a reserve. INTER-CORPORATE INVESTMENT 121. All moneys carried to the reserves shall nevertheless remain and be the profits of the Company available. Subject to due provisions being made for actual loss or depreciation, for the payment of dividends and such moneys and all other moneys of the Company not immediately required for the purpose of the Company may, subject to the provisions of section 372A of the Act, be invested by the Board in or upon such investments or securities as it may select or may be used as working capital or be kept at any Bank or deposit or otherwise as the Board may from time to time think proper. DIVIDEND 122.
The Company in general meeting may declare dividends, but no dividend shall exceed the amount recommended by the Board. 123. The Board may, before recommending any dividend, set aside out of the profits of the Company such sums as it thinks proper as a reserve or reserves which shall at the discretion of the Board, be applicable for any purpose to which the profits of the Company may be properly applied, including provision for meeting contingencies or for equalizing dividends; and pending such application, may, at the like discretion, either be employed in the business of the Company or be invested in such investments (other than shares of the Company) as the Board may, from time to time, think fit. 124.
Any dividend, interest or other moneys payable in cash in respect of shares may be paid to the order of the Registered holder or to his bankers by any mode, or by Cheque or warrant sent through the post directed to the registered address of the holder or, in the case of joint holders, to the registered address of that one of the joint holders who is first named on the register of members, or to such person and to such address as the holder or joint holders may in writing direct. Every such Cheque or warrant shall be made payable to the order of the person to whom it is sent. Notice of any dividend that may have been declared shall be given to the persons entitled to share therein in the manner mentioned in the Act. 125. Any one of two or more joint holders of share may give effectual receipts for any dividends, bonuses or other moneys payable in respect of such share. 126.
Subject to provisions of the Act, the Board may from time to time pay to the members such interim dividends as appear to it to be justified by the profits of the Company. 127. A Company may pay dividend in proportion to the amount paid up on each share where a larger amount is paid up on some shares than on others. 128. Where any share in a company are issued for the purpose of raising money to defray the expenses of the construction of any work or building or the provision of any plant which cannot be made profitable for a lengthy period the company may pay interest on so much of that share capital as is for the time being paid up for the period and subject to conditions and restrictions as mentioned in section 208 of the act 129.
Where the Company has declared a dividend but which has not been paid or the dividend warrant in respect thereof has not been posted within 30 days from the date of declaration to any shareholder entitled to the payment of the dividend, the Company shall within 7 days from the date of expiry of the said period of 30 days, open a special account in that behalf in any bank and transfer to the said account, the total amount of dividend which remains unpaid or in relation to which no dividend warrant has been posted. 130. Subject to the provisions of section 205B of the Act any money transferred to the unpaid dividend account of the Company which remains unpaid or unclaimed for a period of seven years from the date of such transfer, shall be transferred by the Company to the Investor Education and Protection Fund (“Fund”) and that no claim by any person to any money transferred to the Fund shall lie on or after the commencement of the Companies (Amendment) Act, 1999. 131. The Company will not forfeit the unclaimed dividends before the claim