THE COMPANIES ACT, 1956

 

 

 

 

 

COMPANY LIMITED BY SHARES

 

 

 

 

 

 

ARTICLES OF ASSOCIATION

 

OF

 

THE CALCUTTA STOCK EXCHANGE ASSOCIATION LIMITED

 

 

 

 

 

 

CONTENTS

 

Article                       

.                        Table A To apply           

1.                        Definition and Interpretation              

2.                        Share Capital and Variation of Rights           

3.                        Lien           

4.                        Calls on Shares           

5.                        Transfer of Shares           

6.                        Transmission of Shares           

7.                        Forfeiture of Shares           

8.                        Share Warrants           

9                        Alteration of Capital           

10.                        General Meetings           

11                        Proceedings at General Meetings           

12                        Votes of Shareholders           

13                        Board of Directors           

14                        Proceedings and Powers of the Board           

15                        Secretary                                               

16                        The SEAL                                               

17                        Dividends And Reserves                       

18                        Accounts                                               

19                        Capitalisation of Profits                       

20                        Winding Up                                               

21                        Indemnity                                               

22                        Secrecy Clause                                    

23                    Utilisation of Assets and Reserve

 

 

 

ARTICLES OF ASSOCIATION

OF

THE CALCUTTA STOCK EXCHANGE ASSOCIATION LIMITED

 

 

Table A to apply

         The regulations contained in Table A in the First Schedule to the Companies Act, 1956 shall apply to the Company in respect of any matter which is provided for therein but is not provided for herein. In case of any inconsistency between these Articles and Table A, these Articles shall prevail.

 

1.            Definition and Interpretation

 

            Definitions

 

            1.1            In these Articles, unless repugnant to the context or meaning thereof:-

 

                        “Act” means the Companies Act, 1956;

 

                        “Appointed Date “ means the appointed date as may be notified by SEBI in respect of CSEA under Section 4A of the SCRA;

 

                        “Bye- laws” means the Bye-Laws of the Exchange made under the SCRA, as in force from time to time;

 

                        “Chairman” means the Chairman of the Governing Board;

 

                        “Committee” shall include any Committee constituted by the Board;

 

                        “Company” means The Calcutta Stock Exchange Association Limited;

 

                        “Designated Directors of a Trading Member” shall have the meaning attributed to it in the Rules, Buy-laws or Regulations;

 

                        ‘Designated Nominee of a Trading Member” shall have the meaning attributed to it in the Rules, Bye-laws or Regulations;

 

                        “Director” means a member of the Board;

 

                        “Due Date”  means the date, as may be determined by the Governing Board or the Administrator, as the case may be, which date shall fall within the period permitted under the Scheme  from time to time;

 

                        “Exchange” means The Calcutta Stock Exchange Association Limited (CSEA);

 

                        “Financial Year” shall, unless otherwise specified by the Board, mean the 12 month period ending on March, 31st;

 

                        “Governing Board” means the Board of Directors of CSEA;

 

                        “Managing Director” shall mean the Managing Director of the Company appointed as the Managing Director under the provisions of these Articles;

 

                        “Office” means the registered office for the time being of the Company;

 

                        “Regulations” means the Regulations of the Exchange made under the Bye-laws, in force from time to time;

 

                        “Rules” means the Rules of the Exchange made under the SCRA, in force from time to time;

 

                        “Scheme” means The Calcutta Stock Exchange Association Ltd (Demutualisation) Scheme, 2005  as approved by SEBI under Section 4B(2) of the SCRA by its order No. SEBI/ MRD/48106/2005 dated 29th August, 2005, and as may be amended from time to time;

 

                        “SCRA” means the Securities Contracts ( Regulation) Act, 1956;

 

                        “Seal” means the Seal of the Company for the time being;

 

                        “SEBI” means the Securities and Exchange Board of India established under the SEBI Act;

 

                        “SEBI Act” means the Securities and Exchange Board of India Act, 1992;

 

                        “Secretary” means the Secretary of the Company appointed in accordance with Article (15 )  ;

 

                        “Shareholder” means a person who holds any equity share (s) of CSEA on or after the Due Date;

 

                        “The Calcutta Stock Exchange Association Limited (CSEA) ” means the Company limited by shares, registered under the Companies Act, 1913 vide Registration No. 4707 of 1923-24, having its Registered Office at 7, Lyons Range, Kolkata – 700001, which has been recognized as a Stock Exchange by the Central Government under the SCRA, on a permanent basis;

 

                        “Trading Member” means a stock broker of CSEA and registered with SEBI as such under the SEBI (Stock Brokers and Sub-Brokers) Regulation, 1992

 

                        “Writing” includes printing, typewriting and lithography and, where permitted or specified by the Board, includes also facsimiles, downloading through computers, electronic mail and any other usual substitutes for writing as may from time to time be specified or approved by the Board as constituting “Writing”.

 

                        Interpretation

 

1.2                    In these Articles, unless repugnant to the context or meaning thereof:-

 

            1.2.1            Words importing persons include companies, corporate bodies, artificial entities, individuals, firms, joint families, associations of persons, societies and trusts;

 

            1.2.2            Words importing the masculine gender shall include the feminine and neuter gender and vice versa;

 

            1.2.3            Words importing the singular shall include the plural and vice versa;

 

            1.2.4            Words and expressions occurring, but not defined, in these Articles and defined in the Act shall have the same meanings respectively assigned to them in the Act or any statutory modifications thereto or re-enactments thereof in force from time to time;   and

 

            1.2.5            Marginal notes or Article’s headings shall not affect the construction or interpretation of any Article.

 

2                      Share Capital and Variation of Rights

 

                        Authorised Capital

 

            2.1            (a)            The Authorised Share Capital of the Company is Rs. 10,00,000, (Rupees Ten Lakhs only) divided into 4,000 (Four Thousand only) equity shares of Rs. 250/-   (Rupees two hundred fifty) each.

 

                        (b)            The company will have the power to sub- divide its existing shares or any of them into shares of smaller amount than is fixed by the Memorandum, subject to the provisions of Clause (d) of Sub-clause (1) of Section 94 of the Companies Act, 1956 and will also have the power to increase or decrease the capital of the Company for the time being or to consolidate its shares.

 

                        Shares under control of the Board

 

            2.2            Subject to the provisions of the Act and these Articles, the shares in the capital of the company for the time being (including any shares forming part of any increased capital of the company) shall be under the control of the Board of Directors who may allot or otherwise dispose of the same or any of them to such persons in such proportions and on such terms and conditions and either at a premium or at par or (subject to compliance with the provisions of section 79 of the Act) at a discount and at such times as they may from time to time think fit and proper.

 

                        Allotment otherwise than for cash

 

            2.3            Subject to the provisions of the Act and these Articles, the Board may allot and issue shares in the capital of the company otherwise than for cash including, without limitation, as payment or part payment for any property sold or goods transferred or machinery supplied or for services rendered to the Company  or as sweat equity or otherwise and any shares which may be so allotted may be issued as fully paid up or partly paid up and if so issued shall be deemed to be fully paid up shares or partly paid up shares.

 

                        Payment of Installments

 

            2.4            If, by the conditions of allotment of any share, the whole or part of the amount or issue price thereof shall be payable by installments, every such installment shall, when due, be paid to the Company by the persons who, for the time being and from time to time, shall be the registered holder of the share.

 

                        Preference Share

 

            2.5            Subject to the provisions of Section 80  and other applicable provisions of the Act,  preference shares may be issued by the Company on the condition that they are either at the option of the Company or the holder (s) of the concerned preference shares liable to be redeemed or converted on such terms and in such manner as the Board or the Company by special resolution may determine.

 

                        Different Classes of Shares

 

            2.6            (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 under 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 a separate meeting of the holders of the shares of that class.

 

                        (2)            To every such separate meeting, the provisions of these Articles relating to general meetings shall mutatis mutandis apply.

 

                        Issue of Further Shares

 

            2.7            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.

 

                        Commission

 

            2.8            (1)            The Company may exercise the power of paying commission 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.

 

                        (2)            The rate of commission shall not exceed the rate of five percent of the price at which the shares are issued or an amount equal to five percent of such price, as the case may be.

 

                        (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)            The Company may also, on any issue of shares, pay such brokerage as may be lawful.

 

                        Company not to Recognize Trust

 

            2.9            Except as required by law, no person shall be recognised 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, recognise (even when having notice thereof) any equitable, contingent, future or partial interest in any share, or any interest in any fractional part of a share, or    (except only as by these Articles 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.

 

                        Certificates

 

            2.10            (1)            Subject to the provisions of the act, the Depositories Act, 1996 and the rules and regulations made thereunder, 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 such fee and on such terms as the Governing Board may decide from time to time.

 

                                    For the purposes of this clause (1) of this Article (2.10), the expression “transfer” means a transfer duly stamped and otherwise valid, and does not include any transfer, which the company is for any reason entitled to refuse to register and does not register.

 

                        (2)            Every certificate shall be under the Seal and shall specify the shares to which it relates and the amount paid up thereon.

 

                        (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.

 

                        Loss or Destruction of Certificates

 

            2.11            If a share certificate is defaced, lost or destroyed, it may be renewed on payment of such fee, 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 Governing Board may decide from time to time.

 

                        Joint Holders

 

            2.12            The company shall be entitled to decline to register more than three persons as the joint holders of any shares.

 

 

                        Buy back and Reduction of Capital

 

            2.13            The Company shall be entitled to buy back its shares and / or otherwise reduce its share capital in such manner as may be decided by the Board and,  where required by law, as approved or authorized by the equity and / or preference shareholders of the Company, and in accordance with all applicable provisions of law.

 

            2.14            The Company may, at any time, list its securities on any recognized stock exchange including its own.

 

3                      Lien

 

                        First and Paramount Lien

 

            3.1            (1)            The Company shall have a first and paramount lien-

 

                                    (a)            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 

 

                                    (b)            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 Articles.

 

                        (2)            The Company’s lien, if any, on a share shall extend to all dividends payable thereon.

 

                        Sale of Shares on which Company has a Lien

 

            3.2            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 -

 

                        (a)             Unless a sum in respect of which the lien exists is presently payable, or

 

                        (b)            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 (or, in case of joint holders, any registered holder) for the time being of the share or the person entitled thereto by reason of his death or insolvency.

 

                        Giving Effect to Sale

 

            3.3            (1)             To give effect to any such sale, the Board may authorize some person to transfer the shares sold to the purchaser thereof.

 

                        (2)            The purchaser shall be registered as the holder of the shares comprised in any such transfer.

 

                        (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.

   

                        Proceeds of Sale

 

            3.4            (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.

 

                        (2)            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.

 

4                      Calls on Shares

 

                        Board may make calls

 

            4.1            (1)            The Board may, from time to time, make calls upon the Shareholders 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;

Provided that any call shall be of such amount and be payable at such time as the Board may determine.

 

                        (2)            Each shareholder 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.

 

                        (3)             A call may be revoked or postponed at the discretion of the Board.

 

                        Calls when made

 

            4.2            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.

 

                        Joint Holders

 

            4.3            The joint holders of a share shall be jointly and severally liable to pay all calls in respect thereof.

 

                        Interest

 

            4.4            (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 such rate, if any, as the Board may determine.

 

                        (2)            The Board shall be at liberty to waive payment of any such interest wholly or in part.

 

                        Sum payable under terms of Issue deemed to be call

 

            4.5            (1)            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 Articles, be deemed to be a call duly made and payable on the date on which by the terms of issue such sum becomes payable.

 

                        (2)            In case of non-payment of such sum, all the relevant provisions of these Articles as to payment of interest and expenses, forfeiture or otherwise shall apply as if such sum had become payable by virtue of a call duly made and notified.

 

                        Payment in Advance

 

            4.6            The Board –

 

                        (a)            May, if it thinks fit, receive from any shareholder willing to advance the same, all or any part of the moneys uncalled and unpaid upon any shares held by him; and

 

                        (b)            Upon all or any of the moneys so advanced, may (until  the same would, but for such advance, become presently payable) pay interest ( if any) at such rate not exceeding, unless the Company in general meeting shall otherwise direct, six per cent per annum, as may be agreed upon between the Board and the Shareholder paying the sum in advance.

 

                        All calls to be paid

 

            4.7            No shareholder shall be entitled to receive any dividend or exercise any privilege as a Shareholder until he shall have paid all calls for the time being due and payable on every share held by him, whether alone or jointly with any person, together with interest and expenses, if any.

 

5                      Transfer of Shares

 

                        Transfer of Shares in Physical Form

 

            5.1            (1)            The instrument of transfer of any share in the Company shall be executed by or on behalf of both the transferor and 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.

 

                        (3)            Subject to the provisions of section 108 of the Act, the shares in the Company shall be transferred in the form prescribed under the Companies (Central Government’s) General Rules and Forms, 1956.

 

            5.2            The instrument of transfer shall after registration be retained by the Company and shall remain in its custody. All the instruments of transfer which the Board may decline to register shall on demand be returned to the person depositing the same unless the Board otherwise determines. The Directors may cause to be destroyed all transfer deeds lying with the Company after such period as they may determine.

 

            5.3            The Board may also decline to recognise any instrument of transfer unless-

 

                        (a)            Such fee, if any, as the Board may prescribe is paid to the Company in respect thereof;

 

                        (b)            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

 

                        (c)            The instrument of transfer is in respect on only one class of shares.

 

                        Transfer of shares in Dematerialized Form

 

            5.4            All or any of the Company’s shares and/ or other securities may be dematerialized in accordance with the provisions of the Depositories Act, 1996 and the rules and regulations made thereunder. In such case, notwithstanding anything contained elsewhere in these Articles, the provisions of the Depositories Act, 1996 and the rules and regulations made thereunder shall apply to the dematerialized shares (including the issue, dematerialization, transfer, transmission and re-materialization of the dematerialized shares) and the provisions of these Articles shall be construed accordingly. 

 

                        General Provisions for Transfer

 

            5.5            The Board may, subject to the right of appeal conferred by section 111A of the Act, decline to register-

 

                        (a)            The transfer of a share, not being a fully paid share, to a  person of whom they do not approve; or

 

                        (b)            Any transfer of shares on which the Company has a lien; or

 

                        (c)            Any transfer which would contravene any provision of these Articles or the Scheme; or

 

                        (d)            Any transfer of shares on the grounds mentioned in section 111A of the Act.

 

            5.6            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 he Board may from time to time determine.

Provided that such registration shall not be suspended for more than thrity days at any one time or for more than forty –five days in the aggregate in any year.

 

            5.7            The Company shall be entitled to charge a fee not exceeding such amount as the Board may prescribe on the registration of every probate, letters of administration, certificate of death or marriage, power of attorney or other instrument.

 

                        Limitation on holding of shareholders having trading  Rights

 

            5.8            On and from the Appointed Date, public other than shareholders having trading rights on the Exchange shall continuously hold at least 51% of the equity shares of the Company.