MEMORANDUM
AND
ARTICLES OF ASSOCIATION
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The
Companies Act, 1956 |
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Company
Limited by Shares |
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Memorandum
of Association |
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Of |
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The
Calcutta Stock Exchange Association Limited |
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I |
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The name of the Company is “ THE CALCUTTA STOCK EXCHANGE
ASSOCIATION LIMITED” |
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II |
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The Registered Office of the company
will be situated in West Bengal. |
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III |
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The Objects for which the company is
established are :- |
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A |
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MAIN OBJECTS |
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1 |
To facilitate, promote, assist, regulate and manage in the
public interest, dealings in securities of all kinds [ which shall include
all securities defined as such under the Securities Contracts (Regulations)
Act, 1956 and all other instruments of any kind including money market
instruments] and to provide specialised, advanced, automated and modern
facilities for trading, clearing and settlement of securities, with a high
standard of integrity and honour, and to ensure trading in a transparent,
fair and open manner with access to investors from areas in or outside India.
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2 |
To initiate, facilitate and undertake all steps of all such
activities in relation to Stock Exchange, Commodity Markets, Money Markets,
Financial Markets, Securities Markets, Capital Markets, as are required for
better investor’s service and protection, including but not limited to;
taking measures for ensuring greater liquidity (both in terms of breadth and
depth of securities) for the investor, providing easier access to the
Exchange, facilitating inter-market dealings and generally to facilitate
transactions in securities in a cost effective, expeditious and efficient
manner. |
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3 |
To support, develop, promote and maintain a healthy market in
the best interests of the investor and the general public and the economy and
to introduce high standards of professionalism among themselves and with
investors and the financial securities, commodity, money and capital markets
in general. |
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B |
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THE OBJECTS INCIDENTAL OR ANCILLARY TO THE ATTAINMENT OF THE
MAIN OBJECTS ARE :- |
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4 |
To carry on business as a self regulatory organization. |
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5 |
To form and operate one or more segments, which may include cash
segments, derivatives segments, Commodity Segments and debt segments. |
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6 |
To admit trading members, clearing members and other categories
of members. |
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7 |
To admit securities to dealing on the Exchange or to otherwise permit securities
to be dealt with on the Exchange. |
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8 |
To levy, fix, charge, recover and receive from members and other
persons transacting or utilizing the services or infrastructure of, otherwise
interacting with, the company or its members, charges, deposits (including
security deposits), margins, fees (including membership fees, listing fees,
process fess or charges for public offerings), subscriptions, ad hoc levies
and other amounts. |
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9 |
To make,
amend, implement and enforce rules, bye-laws and regulations including rules,
bye-laws and regulations relating to :- |
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(i) |
the manner in which, and the conditions subject to which, any
business or activity shall be transacted; |
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(ii) |
conduct
of members, sub- brokers, investors, issuers, listed entities and / or other
intermediaries and participants in the securities, commodities and capital
markets; |
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(iii) |
all
aspects of clearing membership, trading membership and other categories of
membership( including the grant, transfer, transmission, suspension,
surrender and termination thereof), trading, clearing and settlement,
listing, ethics, committees, delegation of powers and authority and other
matters whatsoever pertaining to the Company and its business and activities. |
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10 |
To
regulate and fix the scale or amount of commission, brokerage and other
charges to be charged by members. |
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11 |
To do
such acts, deeds, and things as the Company may consider appropriate :- |
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(iv) |
in the
interests of the Company, trading, clearing and other members, sub-brokers,
investors, issuers, listed entities and/ or other intermediaries and
participants in the securities and capital markets and / or the economy; |
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(v) |
to
introduce and maintain high standards of professionalism, commercial honour
and integrity, to promote and inculcate honourable practices and just and
equitable principles of trade and business, and to foster and assist the
development of a healthy, orderly and transparent sock exchange and the securities
and capital markets. |
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12 |
To
facilitate clearing and settlement. |
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13 |
To
resolve and settle claims and disputes ( including claims and disputes
between members inter se, between members and non- members and between
non-members inter se) or provide procedures and facilities for, or otherwise
facilitate resolution and settlement of, such claims and disputes including
through mediation, conciliation and arbitration, to appoint or make
provisions relating to appointment of mediators, conciliators and arbitrators,
set up panels of mediators, conciliators and arbitrators and to fix the fees
of and remunerate or provide for
remuneration of such arbitrators and conciliators, to regulate the procedure
of such mediations, conciliations, and arbitrations and provide for
enforcement of the decisions or awards thereof. For the purposes of this
clause, the term “ non- members” may
include sub-brokers, remisiers, authorised clerks, employees of members,
clients of members or sub-brokers, issuers of securities, listed companies,
promoters of issuers of securities and listed companies, investors and other
intermediaries and participants in the Exchange, the securities markets or
the capital markets. |
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14 |
To
decide and settle or provide for the decision or settlement of questions and
disputes relating to trading methods, practices, usages, customs or courtesy
in the conduct of trade and business in securities. |
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15 |
To
provide for mechanisms for fulfillment of contractual obligations including
by creation of funds for settlement guarantee, investors protection and
compensation against claims of bad deliveries as the company may consider
appropriate. |
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16 |
To (by
itself or in association with or through another or others) sponsor, promote,
hold equity or other stake in and / or otherwise associate with any company
or body corporate acting or proposing to act as a custodian or depository of securities of any kind or
providing or proposing to provide any assistance, services, facilities or
products in relation to stocks exchanges or securities or capital markets
including storage in any form, gratuitously or otherwise, of, or letting on
hire or otherwise disposing off safes, strong rooms and other receptacles
for, money, securities and / or documents. |
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17 |
To
become a member of or network or otherwise associate with other stock,
securities, commodities, currency or other exchanges or associations (
whether incorporated or not) |
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18 |
To
promote, sponsor, establish, maintain, control and / or regulate or appoint
agents to establish, maintain control and/ or regulate a clearing house,
stock holding or clearing corporation, bank or a depository. |
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19 |
To enter
into any arrangements with any government or authority ( central, state,
municipal, local or any other) which may seem desirable and to obtain from
the Government or such authority any powers, rights, grants, licenses,
decrees, privileges or concessions and to comply with work, develop, carry
out, exercise and turn to account any such powers, rights, grants, licenses, privileges
or concessions. |
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20 |
To apply
for and obtain any and all such recognitions, permissions, consents,
approvals and licenses as may be required. |
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21 |
To
settle trusts. |
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22 |
To
appoint trustees ( whether individuals or corporations) to hold securities or
other property on behalf of and / or to protect or further the interest or
any objects of the company. |
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23 |
To
constitute and / or act as trustee of any trusts including trusts or trustees
under deeds constituting or securing or relating to the issue of any
debentures, debenture stock or other securities or to any certificates,
documents, assets or obligations and to undertake and execute any other
trusts and also undertake the office of or exercise the powers of executor,
administrator, receiver, custodian and trust corporation. |
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24 |
To
acquire, collect, preserve, analyse, sell or disseminate through various
media or otherwise, statistical or other information. |
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25 |
To
compute, create, manufacture, acquire, develop, market, sell, licence or otherwise
deal with indices of all types. |
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26 |
To
maintain a library. |
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27 |
To
maintain web-sites and universal resource locators. |
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28 |
To
advertise and publicise the Exchange, its members companies whose securities
are admitted for dealings and / or permitted to be dealt in on the Exchange
or other persons using the services or infrastructure of or interacting with
the Exchange and its or their products and / or services. |
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29 |
To
print, publish, undertake, manage and carry on any newspaper, journal, magazine,
pamphlet, official year book, daily or other periodical quotation lists or
other publications or works. |
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30 |
To
improve and elevate the technical, business and other knowledge and skills of
individuals, corporates and other organizations or persons, including by
imparting training, by arranging
lectures, holding classes and examinations or otherwise testing the
knowledge, competence or caliber of such persons, awarding certificates,
diplomas and other recognitions and instituting and establishing scholarships,
grants and other benefactions and setting up, forming or otherwise
associating with any technical, educational or other institutions. |
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31 |
To
subscribe to, become a member of and / or otherwise co- operate with any
person, company or association, whether incorporated or not, whose objects
include the promotion of interests which the company seeks to promote or to
promote general commercial and trade interests and to procure information
from and communicate information to such person, corporate or association. |
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32 |
To
promote, set up, carry on, take equity in and / or act as consultants and /
or advisers to, enter into any association with securities, commodities,
currency or other exchanges in India or
abroad or other intermediaries or participants in the financial,
securities, capital, currency or commodities markets. |
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33 |
To act
as consultants or other intermediaries for securities and their issue and
marketing. |
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34 |
To
advise on the incidents and features of trading, clearing and other activities
on the company or stock, commodities, currency or other exchanges in general. |
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35 |
To take
part in the management, supervision or control of the business or operations
of any company or undertaking and for that purpose to render technical and
professional services and act as administrators, or in any other capacity,
and to appoint and remunerate any directors, administrators or accountants or
other experts or agents for consideration or otherwise. |
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36 |
To enter
into any partnership or arrangement in the nature of a partnership, co-
operation or union of interest, with any person or persons, company or
corporation engaged or interested or about to become engaged or interested in
the carrying on or conduct of any business or enterprise which the company is
authorized to carry on or conduct or from which the company would or might
derive any benefit whether direct or indirect. |
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37 |
To form,
constitute, promote, subsidise or
organise and assist or aid in forming, consulting, promoting,
subsidising, organising and assisting or aiding companies, partnerships or unions of all kinds. |
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38 |
To
amalgamate and / or merge with any company or companies or associations
having objects altogether or in part the same as or similar to any of those
of the company. |
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39 |
To
formulate and implement any scheme of reconstruction or arrangement. |
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40 |
To carry
on the companies business as principals, agents, trustees or in any other
capacity. |
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41 |
To do,
alone or in conjunction with another or others, either as or through or by
principals, agents, trustees, contractors or otherwise any acts, deeds or
things as may be required, conducive or incidental to the attainment of any
of the objects of the company. |
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42 |
To own,
establish or have and maintain offices, branches, agencies and trading
platforms in or out of India for its
business and activities. |
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43 |
To
exercise all or any of its powers, rights, and privileges and to conduct its
business and activities in India and / or in any foreign countries. |
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44 |
To subscribe,
contribute or make donations or grants to, or otherwise assist, charitable or
benevolent objects or any public, general or useful object or fund or
institution, and to aid pecuniarily or otherwise, any association, body or
movement. |
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45 |
To
establish and support or assist in the establishment and support of any
funds ( including funds for the
protection of members, investors and others), trusts and conveniences
calculated to advance and further any of the objects and purposes of the
company and /or the securities, capital and financial markets in
general. |
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46 |
To make
payments or disbursements out of the funds or other property of the company
for any of the purposes specified in these presents or the articles of
association, rules, bye- laws or regulations of the company. |
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47 |
To
engage in research and development. |
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48 |
To
borrow money, securities or other property, raise loans in any form, receive
deposits, create indebtedness, receive grants or advances or raise any monies
( in each case, with or without interest) upon such terms and in such manner
and with or without security as may from time to time be determined including
by the issue of debentures, debenture stock, bonds or other securities by the
company. |
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49 |
To
invest, lend or advance monies, securities and property, with or without
interest, upon such terms and in such manner and with or without security as
may from time to time be determined by the company. |
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50 |
To draw,
make, accept, endorse, discount, execute, issue, negotiate and sell bills of
exchange, promissory notes, cheques, bills of lading, warrants, debentures
and other negotiable or transferable instruments or documents with or without
security and also take and receive advances by discounting or otherwise, with
or without security, upon such terms and conditions as the company deems fit. |
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51 |
To
secure or discharge any debt or obligation as may be thought fit including by
mortgages and charges upon the undertaking and / or all or any of the assets
and property ( present and future) and / or the uncalled capital of the
company or by the creation and issue on such terms as may be thought
expedient, of debentures, debenture stock, or other securities of any
description or by the issue of shares credited as fully or partly paid- up. |
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52 |
To give
guarantees and indemnities ( including guarantees and indemnities in respect
of the debts, obligations and contracts or others) and carry on and transact
every kind of guarantee and counter guarantee business including the payment
of any principal monies, interest or other monies secured by or payable under
debentures, bonds, debenture - stock, mortgage, charges, contracts,
obligations and securities, and the payments of dividends on and the
repayment of the capital of stock and shares of all kinds and descriptions. |
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53 |
To
acquire shares, stocks, debentures, debenture- stock, bonds, obligations, and
securities by subscription, tender, purchase, exchange or otherwise, either
conditionally or otherwise, and to guarantee the subscription thereof, and to
exercise and enforce all rights and powers conferred by or incident to the
ownership thereof. |
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54 |
To enter
into hedging transactions including hedging transactions relating to
securities, foreign exchange and commodities. |
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55 |
To acquire
any undertaking or any property, whether movable or immovable, whether with
or without the liabilities of such undertaking. |
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56 |
To own,
assist, manage or subsidise any company, partnership or other concern. |
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57 |
To
erect, construct, extend and maintain building(s) to be used for the purpose
of the company and / or for other purposes and to add to, modify. remove,
replace, substitute or augment space in such building or buildings. |
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58 |
To
acquire, by purchase, taking on lease or hire purchase, suppliers credit or
otherwise, and / or to develop any property ( movable or immovable, tangible
or intangible ) and any rights or privileges including any land, buildings,
easements or safe deposit vaults or depositories or custody facilities. |
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59 |
To sell,
transfer, insure, mortgage, exchange, lease, let, under lease, sub-let, grant
licences, easements and other rights over, improve, manage, develop, and turn
to account or profit, realize value from, and in any other manner deal with
or dispose of the undertaking, investments, property, assets, rights (
including intellectual property rights), contracts and effects of the company
or any part thereof on such conditions as may be thought fit, including any
stocks, shares or securities of any other company, whether partly or fully
paid up. |
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60 |
To
engage in the business of power generation, whether captive or otherwise. |
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61 |
To train
or pay for the training in India or abroad of any of the company’s employees,
directors or personnel or any other person. |
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62 |
To
provide for the welfare of employees of the company by grants of money
pensions, allowances, bonus or other payments or by creating from time to
time, subscribing or contributing to provident fund and other funds or trusts
and by providing or subscribing or contributing towards recreation, hospitals
and dispensaries, medical and other attendance and other assistance as the
company shall think fit. |
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63 |
To
indemnify officers, directors, employees and personnel of the company and its
subsidiaries against proceedings, costs, charges, expenses, losses, damages,
claims and demands in respect of anything done by them in good faith in their
capacity as such in execution of the duties of their office. |
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64 |
To make
issues and / or offer for sale of new or existing shares and securities of
the company to the public and / or on a private placement basis and / or list
the share or securities of the company on any exchanges including on the
Exchange. |
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65 |
To do
all such things as are required, incidental or conducive to the above objects
or any of them or are required, conducive or advisable for the company to
carry on business. |
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C |
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OTHER
OBJECTS |
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66 |
To carry
on any business relating to or connected with securities, finance, capital
markets, currency markets, money markets, commodity markets, mutual funds,
insurance or any service including business as a stock broker, sub-broker,
merchant banker, underwriter, book-builder, credit rating agency, exchange,
insurance company insurance agent, registrar, transfer agent, depository,
depository participant, finance company, consultant, advisor or other
intermediary or participant or asset management company or trustee company
for a mutual fund, of any nature whatsoever. |
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67 |
To carry
on information technology related or knowledge based business and / or any
business relating to technology including development, marketing, leasing,
selling, licensing and / or otherwise providing hardware, software, systems
and / or internet services, providing consultancy services, and engaging in
any information technology enable services( including business process outsourcing). |
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68 |
To carry
on any other business which is legally permissible for a stock exchange to
carry on. |
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And it
is hereby declared that :- |
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(a) |
The
objects incidental or ancillary to the attainment of the main objects of the
company as aforesaid shall also be incidental or ancillary to the attainment
of the other objects of the Company; |
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(b) |
The
“word “ Company “ save when used in reference to this Company in these clause
shall be deemed to include any body
corporate, partnership or other body of persons whether incorporated or not
incorporated and whether domiciled in India or elsewhere; |
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(c ) |
The
several clauses and sub-clauses in
the Memorandum and all the powers
mentioned therein are cumulative and in no case is the generality of any one
clause or sub-clause to be narrowed or restricted by any particularity of any
other clause or sub-clause nor is any general expression in any clause or sub-clause
to be narrowed or restricted by any particularity of expression in the same
clause or sub-clause or by the application of any rule of construction of
ejusdem generis or otherwise; |
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(d) |
Wherever
the word “ includes “ or “including” or any grammatical variation thereof
appears subsequent to general words and preceding specific words, the rule
of ejusdem generis shall not apply and it shall be deemed
that the words “ without limitation” appear after the word “ includes’” or “
including” or any grammatical variation thereof; |
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(e) |
The term
“India” when used in this clause unless repugnant to the context shall
include all territories from time to time comprised in the union of India; |
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(f) |
The term
“ members” shall not be restricted to shareholders of the Company but shall
also include persons who are admitted, enrolled, licensed or otherwise
recognized by the Company as trading members, clearing members and / or any
other categories of members in relation to any business or activity of the Company; |
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(g ) |
Words
and expressions used but not defined in this Memorandum shall, unless
repugnant to the context or meaning thereof, have the meaning assigned
thereto under the Securities Contracts ( Regulation) Act, 1956 and, if not
defined in the Securities Contracts ( Regulation) Act, 1956, the meaning
assigned thereto under the Securities and Exchange Board of India Act, 1992,
as amended from time to time; |
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(h) |
The
objects of the company extend to the whole of India as also to countries
other than India. |
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IV |
The
liability of the shareholders of the company is limited |
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Capital |
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V |
“The
Authorised Share Capital of the Company is Rs. 10,00,00,000 (Rupees Ten
Crores only) divided into 4,00,000 (Four lakhs only) equity shares of Rs.
250/- ( Rupees two hundred fifty only)
each with power to increase or decrease the capital of the Company. |
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We, the several persons whose names and addresses
are subscribed, are desirous of being formed into a Company in pursuance of
this Memorandum of Association : |
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Name address and Descriptions of Subscribers |
Number of shares taken by each Subscriber |
Name, Address and Description of Witnesses |
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N.L. ROY & CO., Stock & Shares Brokers, 2, Royal Exchange Place, Calcutta |
One |
T. MILNE CHAPMAN, Stock Brokers, 1, Commercial Building, Calcutta |
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RAMDEV CHOKHANY, Stock Brokers 2, Royal Exchange Place, Calcutta |
One |
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MOHENDRA NATH ROY &SON, Stock Brokers 2, Royal Exchange Place, Calcutta |
One |
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PRASAD DAS BORAL & BROS. Stock Dealers 28, Swallow Lane, Calcutta |
One |
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MUGNEERAM BANGUR & CO., Stock Brokers 2, Royal Exchange Place, Calcutta |
One |
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PLACE, SIDDONS & GOUGH Stock Brokers 1, Commercial Building, Calcutta |
One |
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D.A.GUBBAY & CO., Stock Brokers 6, Pollock Street, Calcutta |
One |
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J. REED & CO., Stock Brokers 2, Royal Exchange Place, Calcutta |
One |
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NARAYANDASS KHANDELWAL & CO. Stock Broker 2, Royal Exchange Place, Calcutta |
One |
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CHUNDER COOMER UGURWAL & CO. Stock Brokers 2, Royal Exchange Place, Calcutta |
One |
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GORALALL SEAL Stock and
Share Brokers, 2, Royal Exchange Place, Calcutta |
One |
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G. WARD & CO., Stock Brokers 2, Royal Exchange Place, Calcutta |
One |
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SUGAN CHAND BAGREE Stock Brokers 2, Royal Exchange Place, Calcutta |
One |
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T O T A L |
Thirteen |
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Dated, the
7th day of June, 1923
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The
Companies Act, 1956 |
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Company
Limited by Shares |
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Articles
of Association |
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Of |
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The
Calcutta Stock Exchange Association Limited |
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Table A To apply |
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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. |
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1. |
Definition and Interpretation |
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Definitions |
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1.1 |
In these
Articles, unless repugnant to the context or meaning thereof:- |
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“the
Act” means the Companies Act, 1956; |
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“Appointed
Date “ means the appointed date as may be notified by SEBI in respect of CSEA
under Section 4A of the SCRA; |
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“Governing
Board” means the Board of Directors of CSEA; |
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“ 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; |
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“Bye-
laws” means the Bye-Laws of the Exchange made under the SCRA, as in force
from time to time; |
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“
Chairman” means the Chairman of the Governing Board; |
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“
Committee” shall include any Committee constituted by the Board; |
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“the
Company” means The Calcutta Stock Exchange Association Limited; |
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|
|
|
“
Designated Directors of a Trading Member” shall have the meaning attributed
to it in the Rules, Buy-laws or Regulations and, in the absence thereof,
shall have such meaning as is specified by the Board, from time to time; |
|
||||||||||||||
|
|
|
‘Designated
Nominee of a Trading Member” shall have the meaning attributed to it in the
Rules, Bye-laws or Regulations and, in the absence thereof, shall have such
meaning as is specified by the Board, from time to time; |
|
||||||||||||||
|
|
|
“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; |
|
||||||||||||||
|
|
|
“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; |
|
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|
|
|
“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; |
|
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|
|
“Seal”
means the Seal of the Company for the time being; |
|
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|
|
|
“SEBI”
means the Securities and Exchange Board of India established under the SEBI
Act; |
|
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|
|
|
“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
) ; |
|
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|
|
|
“Shareholder”
means a person who holds any equity share (s) of CSEA on or after the Due
Date; |
|
||||||||||||||
|
|
|
“Trading
Member” means a stock broker of CSEA and registered with SEBI as such under
the SEBI (Stock Brokers and Sub-Brokers) Regulation, 1992 |
|
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|
|
|
“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. 10,00,00,000, (Rupees Ten
crores only) divided into 4,00,000
(Four Lakhs only) equity shares of
Rs. 250/- ( Rupees two hundred fifty
only ) 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. |
|
||||||||||||||
|
|
5.9 |
The
Board shall be entitled to take such steps and do such acts as the Board
may consider appropriate to ensure
compliance under clauses 8.2 and 8.3 of the Scheme including restricting or
prohibiting the acquisition of shares by persons having trading rights on the
Exchange. |
|
||||||||||||||
|
6 |
|
Transmission of Shares |
|
||||||||||||||
|
|
|
Death |
|
||||||||||||||
|
|
6.1 |
(1) |
On the
death of a Shareholder, the survivor or survivors where the Shareholder was a
joint holder, and his legal representatives where he was a sole holder, shall be the only
persons recognised by the Company as having any title to his interest in the
shares. |
|
|||||||||||||
|
|
|
(2) |
Nothing
in Article [ 6.1(1) ] shall release the estate of a deceased joint holder
from any liability in respect of any share which had been jointly held by him
with other persons. |
|
|||||||||||||
|
|
|
Person becoming entitled to Shares |
|
||||||||||||||
|
|
6.2 |
(1) |
Any
person becoming entitled to a share in consequence of the death or insolvency
of a shareholder 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 Shareholder could
have made. |
|
||||||||||||
|
|
|
(2) |
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 shareholder
had transferred the share before his death or insolvency. |
|
|||||||||||||
|
|
|
Election |
|
||||||||||||||
|
|
6.3 |
(1) |
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. |
|
|||||||||||||
|
|
|
(2) |
If the
person aforesaid shall elect to transfer the share, he shall testify his
election by executing a transfer of the share. |
|
|||||||||||||
|
|
|
(3) |
All the limitations, restrictions and
provisions of these Articles relating to the right to transfer and the
registration of transfers of shares shall be applicable to any such notice or transfer as aforesaid as if the death
or insolvency of the Shareholder had not occurred and the notice or transfer
were a transfer signed by that Shareholder. |
|
|||||||||||||
|
|
|
Death or Insolvency |
|
||||||||||||||
|
|
6.4 |
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 shareholder in respect of the share, be entitled in respect
of it to exercise any right conferred by shareholding 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. |
|
||||||||||||||
|
|
|
Without Prejudice |
|
||||||||||||||
|
|
6.5 |
The
Provisions of Articles (6.1 to 6.4 ) are without prejudice to, and in
addition to, the provisions of sections 109A and 109B of the Act. |
|
||||||||||||||
|
7 |
|
Forfeiture of Shares |
|
||||||||||||||
|
|
|
Notice of Payment |
|
||||||||||||||
|
|
7.1 |
If a
shareholder 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 may 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. |
|
||||||||||||||
|
|
|
Contents of the Notice |
|
||||||||||||||
|
|
7.2 |
The
notice aforesaid shall – |
|
||||||||||||||
|
|
|
(a) |
name a
further day (not being earlier than the expiry of fourteen days from the date
of service of the notice) on or before which the payment required by the
notice is to be made; and |
|
|||||||||||||
|
|
|
(b) |
State
that, in the event of non-payment on or before the day so named, the shares
in respect of which the call was made will be liable to be forfeited. |
|
|||||||||||||
|
|
|
Forfeiture |
|
||||||||||||||
|
|
7.3 |
If the
requirements of any such notice as aforesaid are not complied with, any share
in respect of which the notice has been given may, at any time thereafter,
before the payment required by the notice has been made, be forfeited by a
resolution of the Board to that effect. |
|
||||||||||||||
|
|
|
Sale or Disposal of Forfeited Shares |
|
||||||||||||||
|
|
7.4 |
(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. |
|
|||||||||||||
|
|
|
Consequence of Forfeiture |
|
||||||||||||||
|
|
7.5 |
(1) |
A person
whose shares have been forfeited shall cease to be a shareholder 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. |
|
|||||||||||||
|
|
|
Declaration |
|
||||||||||||||
|
|
7.6 |
(1) |
A duly
verified declaration in writing that the declarant is a director, the manager
or the Secretary, and the 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 tittle to the share be affected by any
irregularity or invalidity in the
proceedings in reference to the forfeiture, sale or disposal of the share. |
|
|||||||||||||
|
|
|
Application of Provisions |
|
||||||||||||||
|
|
7.7 |
The
provisions of these Articles as to forfeiture shall apply in the case of
non-payment of any sum which, by the terms of issue of a share, becomes
payable at a fixed time, whether
on account of the nominal value of the share or by way of premium, as if the same had been
payable by virtue of a call duly made and notified. |
|
||||||||||||||
|
8 |
|
Share Warrants |
|
||||||||||||||
|
|
|
Issue of Warrants |
|
||||||||||||||
|
|
8.1 |
The
Company may issue share warrants subject to, and in accordance with, the
provisions of sections 114 and 115 of the Act; 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. |
|
||||||||||||||
|
|
|
Deposit of Warrants |
|
||||||||||||||
|
|
8.2 |
(1) |
The
bearer of a share warrant may at any time
deposit the warrant at the office if the Company, and so long as the
warrant remains so deposited, the depositor shall have the same right of signing a requisition for calling
a meeting of the Company, and of
attending, and voting and exercising of other privileges of a
Shareholder at any meeting held after
the expiry of two clear days from the time of deposit, as if his name were
inserted in the register of members as the holder of the shares included in
the deposited warrant. |
|
|||||||||||||
|
|
|
(2) |
Not more
than one person shall be recognised as depositor of the share warrant. |
|
|||||||||||||
|
|
|
(3) |
The
Company shall, on two days’ written notice, return the deposited share
warrant to the depositor. |
|
|||||||||||||
|
|
|
Bearer of Warrants |
|
||||||||||||||
|
|
8.3 |
(1) |
Subject
as herein otherwise expressly provided, no person shall, as bearer of a share
warrant, sign a requisition for calling a meeting of the Company, or attend
or vote or exercise any other
privilege of a shareholder at a meeting of the Company, or be entitled to
receive any notices from the Company. |
|
|||||||||||||
|
|
|
(2) |
The
bearer of a share warrant shall be
entitled in all other respects to the same privileges and advantages as if he
were named in the register of members as the holder of the shares included in
the warrant, and he shall be a member
of the Company. |
|
|||||||||||||
|
|
|
Board to make Rules |
|
||||||||||||||
|
|
8.4 |
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. |
|
||||||||||||||
|
9 |
|
Alteration of Capital |
|
||||||||||||||
|
|
|
Increase of Capital |
|
||||||||||||||
|
|
9.1 |
The
company may, from time to time, by ordinary resolution increase the share
capital by such sum to be divided into shares of such amount, as may be
specified in the resolution. |
|
||||||||||||||
|
|
|
Consolidation, Sub-division and Cancellation |
|
||||||||||||||
|
|
9.2 |
The
Company may, by ordinary resolution- |
|
||||||||||||||
|
|
|
(a) |
Consolidate
and divide all or any of its share capital into shares of larger amount than
its existing shares; |
|
|||||||||||||
|
|
|
(b) |
Sub-divide
its existing shares or any of them into shares of smaller amount than is fixed by the memorandum,
subject, nevertheless, to the provisions of clause (d) of sub-section (1) of
section 94 of the Act. |
|
|||||||||||||
|
|
|
(c ) |
Cancel
any shares which, at the date of the passing of the resolution, have not been
taken or agreed to be taken by any person. |
|
|||||||||||||
|
|
|
Reduction |
|
||||||||||||||
|
|
9.3 |
The
Company may, by special resolution, reduce in any manner and with, and
subject to, any incident authorized and consent required by law:- |
|
||||||||||||||
|
|
|
(a) |
its
share capital; |
|
|||||||||||||
|
|
|
(b) |
any
capital redemption reserve account; or |
|
|||||||||||||
|
|
|
(c) |
any
share premium account. |
|
|||||||||||||
|
10 |
|
General
Meetings |
|
||||||||||||||
|
|
|
Annual and Extraordinary General Meetings |
|
||||||||||||||
|
|
10. |
All
general meetings other than annual general meetings shall be called
extraordinary general meetings. |
|
||||||||||||||
|
|
|
Calling of a General Meeting |
|
||||||||||||||
|
|
10.2 |
The
Chairman or the Board may, whenever
he or it thinks fit, call a general meeting. |
|
||||||||||||||
|
11 |
|
Proceedings at General Meetings |
|
||||||||||||||
|
|
|
Quorum |
|
||||||||||||||
|
|
11.1 |
(1) |
No
business shall be transacted at any general meeting unless a quorum of
shareholders is present at the time when the meeting proceeds to business. |
|
|||||||||||||
|
|
|
(2) |
The
quorum for a general meeting of the Company shall be : – |
|
|||||||||||||
|
|
|
|
(i) |
Ten
shareholders or |
|
||||||||||||
|
|
|
|
(ii) |
one-tenth
of the total number of equity shares allotted by the Company, whichever
is lower, personally present. Provided
that under no circumstances shall the quorum be less than five shareholders. |
|
||||||||||||
|
|
|
No Quorum – Adjournment of Meeting |
|
||||||||||||||
|
|
11.2 |
If
within thirty minutes from the time appointed for the meeting, the quorum
required be not present, the meeting, if convened upon a requisition of
shareholders, shall stand dissolved and in any other case, it shall stand
adjourned to the same time and place on the same day in the next week or to
such other day and at such other time and place as the Board may determine.
If, at such adjourned meeting, no such quorum be present within thirty
minutes of the time appointed for the meeting, the shareholders present shall
constitute the quorum and may transact the business for which the meeting was
called. |
|
||||||||||||||
|
|
|
Chairman to Preside |
|
||||||||||||||
|
|
11.3 |
The
Chairman shall preside as Chairman at every general meeting of the Company. |
|
||||||||||||||
|
|
|
Absence of Chairman |
|
||||||||||||||
|
|
11.4 |
If there
is no 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 member to be chairman
of the meeting. |
|
||||||||||||||
|
|
|
Absence of Directors |
|
||||||||||||||
|
|
11.5 |
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
shareholders present shall choose one of their members to be chairman of the
meeting. |
|
||||||||||||||
|
|
|
Adjournment of Meeting |
|
||||||||||||||
|
|
11.6 |
(1) |
The
Chairman may, with the consent of any meeting at which a quorum is present,
and shall, if so directed by the meeting, adjourn the meeting from time to time and from place to place. |
|
|||||||||||||
|
|
|
(2) |
No
business shall be transacted at any adjourned meeting other than the business
left unfinished at the meeting from which the adjournment took place. |
|
|||||||||||||
|
|
|
(3) |
When a
meeting is adjourned for thirty days or more, notice of the adjourned meeting
shall be given as in the case of an original meeting. |
|
|||||||||||||
|
|
|
(4) |
Save as
aforesaid, it shall not be necessary to give any notice of an adjournment or
of the business to be transacted at an adjourned meeting. |
|
|||||||||||||
|
|
|
Chairman to have Casting Vote |
|
||||||||||||||
|
|
11.7 |
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. |
|
||||||||||||||
|
|
|
Business pending a poll |
|
||||||||||||||
|
|
11.8 |
Any
business other than that upon which a poll has been demanded may be proceeded
with, pending the taking of the poll. |
|
||||||||||||||
|
|
|
Not to Alter Board Resolution |
|
||||||||||||||
|
|
11.9 |
It shall
not be competent to the Company in general meeting to add, to alter,
vary or rescind any resolution passed
by (a) the Board under the powers or authority conferred upon it by the
provisions of these Articles or any Rule or Bye-law of the Company for the
time being in force or (b) the Governing Board of CSEA. |
|
||||||||||||||
|
|
|
Who may be present at Meetings |
|
||||||||||||||
|
|
11.10 |
Shareholders
either personally present or by proxy, Directors, auditors of the Company,
and the Secretary shall be entitled, and any other person may, with the
permission of the Chairman and/or Managing Director , be allowed to, be
present at a general meeting of the Company. A shareholder or his proxy
before taking his seat shall sign his
name in the book provided for the purpose. |
|
||||||||||||||
|
|
|
Decision of Majority |
|
||||||||||||||
|
|
11.11 |
Every
question submitted to a general meeting shall be decided by a majority of the
votes cast at the meeting (whether by a show of hands or on a poll, as the
case may be) unless a specified majority is required by any law or under
these Articles or under any Rule or Bye-law of the Company for the time being
in force, provided that if a fraction appears when so determining the
specified majority, it shall be omitted. |
|
||||||||||||||
|
12 |
|
Votes of Shareholders |
|
||||||||||||||
|
|
|
Voting Rights of Shareholders |
|
||||||||||||||
|
|
12.1 |
(1) |
Notwithstanding
anything contained elsewhere in these Articles, on and from the Due Date no
shareholder, who is a Trading Member, shall have voting rights ( taken
together with voting rights held by him and by persons acting in concert with
him) which exceed the voting rights
permitted under the Scheme. |
|
|||||||||||||
|
|
|
(2) |
The
Board shall be entitled to prescribe such processes and procedures (including
requirements relating to submission of written declarations by members) for
ensuring compliance of clause (1) of this Article (12.1) |
|
|||||||||||||
|
|
12.2 |
Subject
to any rights or restrictions for the time being attached to any class or
classes of shares and subject to Article (12.1) :- |
|
||||||||||||||
|
|
|
(a) |
on a
show of hands, every shareholder present in person shall have one vote; and |
|
|||||||||||||
|
|
|
(b) |
On a
poll, the voting rights of shareholders shall be as laid down in section 87
of the Act. |
|
|||||||||||||
|
|
|
Voting by Joint Holders |
|
||||||||||||||
|
|
12.3 |
In the
case of joint holders, the vote of the senior who tenders a vote, whether in
person or by proxy, shall be accepted to the exclusion of the votes of the
other joint holders. For this purpose, seniority shall be determined by the
order in which the names stand in the register of members. |
|
||||||||||||||
|
|
|
Shareholder of Unsound Mind |
|
||||||||||||||
|
|
12.4 |
A shareholder
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. |
|
||||||||||||||
|
|
|
Calls Payable |
|
||||||||||||||
|
|
12.5 |
No
shareholder shall be entitled to vote at any general meeting unless all calls
or other sums presently payable by him in respect of shares in the Company
have been paid. |
|
||||||||||||||
|
|
|
Objection to Qualification |
|
||||||||||||||
|
|
12.6 |
(1) |
No
objection shall be raised to the qualification of any vote except at the
meeting or adjourned meeting at which the vote objected to is given or
tendered, and every vote not
disallowed at such meeting shall be valid for all purposes. |
|
|||||||||||||
|
|
|
(2) |
Any such
objection made in due time shall be referred to the Chairman of the Meeting,
whose decision shall be final and conclusive. |
|
|||||||||||||
|
|
|
Proxy |
|
||||||||||||||
|
|
12.7 |
The
instrument appointing a proxy and the power of attorney or other authority,
if any, under which it is signed or a notarially certified copy of that power
or authority, shall be deposited at the registered office of the Company not
less than 48 hours before the time for holding the meeting or adjourned
meeting at which the person named in the instrument proposes to vote, or in
the case of a poll, not less than 24 hours before the time appointed for the taking of the poll; and
in default the instrument of proxy shall not be treated as valid. |
|
||||||||||||||
|
|
|
Form of Proxy |
|
||||||||||||||
|
|
12.8 |
An
instrument appointing a proxy shall be in either of the forms in Schedule IX
to the Act, or a form as near thereto as circumstances admit. |
|
||||||||||||||
|
|
|
Instrument of Proxy |
|
||||||||||||||
|
|
12.9 |
A vote
given in accordance with the terms of an instrument of proxy shall be valid,
notwithstanding the previous death or insanity of the principal or the
revocation of the proxy or of the authority under which the proxy was
executed, or the transfer of the shares in respect of which the proxy is
given: 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. |
|
||||||||||||||
|
13 |
|
Board of Directors |
|
||||||||||||||
|
|
|
Composition of the Board on and from Due Date till Appointed Date |
|
||||||||||||||
|
|
13.1 |
Unless
otherwise determined by a General Meeting of the Exchange, the number of
Directors shall not be less than four or more than fifteen. The number of
Directors may be increased beyond fifteen with the approval of the Central
Government. |
|
||||||||||||||
|
|
13.2 |
On and
from the Due Date, as defined in clause 2.1 of the “Scheme” or on expiry of
the term of supersession under Section 11 of the Securities Contracts (
Regulation) Act, 1956, whichever is later, the composition of the Governing
Board shall be as under : |
|
||||||||||||||
|
|
|
(1) |
Trading
Member Directors shall constitute a maximum of one – fourth of the total
strength of the Governing Board. |
|
|||||||||||||
|
|
|
(2) |
Public
Interest Directors shall constitute the balance of the Governing Board. |
|
|||||||||||||
|
|
|
Board Composition on and from Appointed Date |
|
||||||||||||||
|
|
13.3 |
On and
from the Appointed Date, as may be
notified by SEBI under Section 4A of the Securities Contracts (
Regulation) Act, 1956, the composition of the Governing Board shall be as
under: |
|
||||||||||||||
|
|
|
(1) |
Trading
Member Directors shall constitute a maximum of one- fourth of the total
strength of the Governing Board. |
|
|||||||||||||
|
|
|
(2) |
Public
Interest Directors shall constitute one-fourth of the total strength of the
Governing Board. |
|
|||||||||||||
|
|
|
(3) |
A Chief
Executive Officer, by whatever name called, as an ex-officio director. |
|
|||||||||||||
|
|
|
(4) |
Shareholder
Directors shall constitute the balance of the Governing Board. In case the
Exchange has strategic partner(s)/ majority Shareholder(s), at least one
third of the shareholder Directors shall be independent non-executive Directors. |
|
|||||||||||||
|
|
Explanation |
For the
purpose of the Article (13.3), the term- |
|
||||||||||||||
|
|
|
(i ) |
“Independent
Director” shall have same meaning as assigned to it in the Corporate
Governance norms specified by SEBI
under the Listing Agreement. |
|
|||||||||||||
|
|
|
(ii) |
“Strategic
Partner/ majority shareholder” shall mean a shareholder who along with
persons acting in concert with him holds 15% or more shares or voting rights
in the Exchange. |
|
|||||||||||||
|
|
13.4 |
The
Company shall have a Managing Director who shall function as the Chief Executive Officer |
|
||||||||||||||
|
|
13.5 |
The
Directors, except the Chief Executive Officer, shall be elected by the
Shareholders. |
|
||||||||||||||
|
|
13.6 |
No
Director (subject to the provisions of section 255 of the Act) shall hold
office for more than two consecutive terms. |
|
||||||||||||||
|
|
13.7 |
“Trading
Member Directors” shall be elected from amongst the Trading Members. |
|
||||||||||||||
|
|
13.8 |
“Shareholder
Directors” shall be elected from amongst the persons, who are not Trading
Members or Associates of Trading Members. |
|
||||||||||||||
|
|
Explanation |
“Associate” (with reference to Article 13.8 ), in relation to a Trading Member, individual, body corporate or firm, shall
include a person: |
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(i ) |
who,
directly or indirectly, by himself, or in
combination with other persons, exercises control over the Trading
Member, whether individual, body corporate or firm or holds substantial share
of not less than 15% in the capital of such entities, or |
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(ii) |
in
respect of whom the Trading Member, individual or body corporate or firm,
directly or indirectly, by itself or in combination with other persons,
exercises control, or |
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(iii) |
whose director or partner is also a director or
partner of the Trading Member, body corporate or the firm, as the case may
be. The expression “Control” shall have the same meaning as defined under
clause (c ) of Regulation 2 of the SEBI (Substantial Acquisition of Shares
and Takeovers ) Regulations, 1997. |
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13.9 |
“Public
Interest Directors” shall be elected
from amongst the persons in the SEBI constituted panel. A person shall
not act as “Public Interest Director” on more than one Stock Exchange
simultaneously. |
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13.10 |
The
Chairman shall be elected by the Governing Board from amongst the
non-executive non-trading member directors. |
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13.11 |
The
manner of election, appointment, tenure, resignation, vacation, etc. of Directors
( except the Chief Executive Officer ) shall be governed by the Companies
Act, 1956 save as otherwise
specifically provided under or in accordance with the Securities Contracts (
Regulation) Act, 1956. |
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13.12 |
The
Chief Executive Officer Shall be an ex-officio Director on the Governing
Board. |
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13.13 |
No
approval of SEBI shall be required for appointment of any Director except for
the Chief Executive Officer (Managing Director ). |
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13.14 |
SEBI may
nominate Directors on the Governing Board as and when deemed fit. |
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13.15 |
Directors are not required to hold any qualification
shares. |
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Managing Director |
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13.16 |
(1) |
Qualifications
: |
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(1)The
Managing Director shall be a person: |
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(i) |
who has
knowledge of the functioning of stock exchange or the capital market; and |
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(ii) |
who
prior to his appointment as Managing Director, files a written undertaking
with the Company that if appointed, he shall, during his tenure as Managing
Director, not be:- |
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(a) |
a stock
broker or a sub-broker or otherwise directly or indirectly engaged in the
business of dealing in securities or in any other business, profession,
occupation or calling; or |
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(b) |
interested
in a firm or a corporate entity carrying on the business of trading in
securities in the capacity of shareholder, director or employee or in any
other capacity whatsoever. Provided
that the Managing Director may purchase, sell or otherwise deal in securities
on his own account, through a stock broker or otherwise, in accordance with
such restrictions as may be provided in the Rules, Bye-laws and Regulations
of the Company or as may be specified by the Board or SEBI; and |
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(iii) |
Whose
appointment, as Managing Director, has been approved by SEBI prior to such
appointment. |
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13.16 |
(2) |
Appointment,
Tenure and Removal of Managing Director |
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(i) |
The
Managing Director shall be appointed by the Board and shall be an ex-officio
Director. Provided that the terms and conditions of appointment of the
Managing Director shall be approved by the Company in general meeting as
required by, and in accordance with the provisions of, the Act. |
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(ii) |
Subject
to the provisions of the Act, the Managing Director shall be appointed for a
term not exceeding five years. |
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(iii) |
Without
prejudice to the other provisions of
this Article (13), selection of the Managing Director shall be made
independently by a Selection Committee constituted by the Board. However, the
appointment, renewal of appointment and the termination of service of the
Managing Director, shall be subject to prior approval of SEBI. The Exchange
shall determine the manner of selection, terms and conditions of appointment
and other procedural formalities associated with the selection/ appointment
of the Managing Director. While recommending the names to SEBI, the Exchange
shall submit an undertaking that the necessary due diligence has been carried
out by them with respect to the verification of antecedents, credentials and
experience of the proposed persons. |
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(iv) |
The
Board shall prescribe the professional qualification, experience, age limit,
remuneration and terms and conditions of service for the post of the Managing
Director and such other norms and procedures as it may consider appropriate
for selection of the Managing Director. The recommendations of the Selection
Committee for appointment of a person as the Managing Director of the company
shall be forwarded, in order of preference, to the Board and the Board shall
in turn forward its recommendations (which shall be from among those persons
as are recommended by the Selection Committee) to SEBI for prior approval not
later than thirty calendar days from the date of submission of the
recommendation by the Selection Committee
to the Board. SEBI shall communicate to the Company its approval to
the name of the candidate to be
appointed as the Managing Director. |
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(v) |
Subject
to the provisions of the Act, the Board shall have the right to, at any time
and with the prior approval of SEBI, remove or terminate the employment of,
the Managing Director and thereupon the concerned person shall also cease to
be a Director. |
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13.17 |
Trading Members’ Representatives |
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(1) |
Qualifications: |
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A
Trading Members’ Representative:- |
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(i) |
Shall be
either:- |
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(a) |
a
Trading Member, or |
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(b) |
a
partner of a Trading Member ( where the Trading Member is carrying on its
business as such member through a partnership firm); or |
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(c ) |
a
Designed Director of a Trading Member which is a Company; or |
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(d) |
a
Designated nominee of a Trading Member which is a body corporate other than a
Company. |
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13.17 |
Method of Appointment and Removal of ‘Trading Members’
Representatives: |
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(2) |
Unless
otherwise provided in the Articles, the Trading Members’ Representatives
shall be elected by the Company in general meeting. |
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(3) |
If the
number of candidates for the office of Director in the category of Trading Members’
Representatives does not exceed the number of vacancies in that category then
the motions for appointment of the candidates shall be put to vote as ordinary resolutions, and each such
resolution shall be considered as having been passed if the votes cast
(whether on a show of hands or on a poll, as the case may be ) in favour of
the resolution ( including the casting vote, if any, of the Chairman) by
Shareholders who, being entitled so
to do, vote in person or by proxy, exceed the votes, if any, cast against the
resolution by the shareholders so entitled and voting. |
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(4) |
If the
number of candidates for the office of Director in the category of Trading
Members’ Representatives exceeds the number of vacancies in that category
then the motions for appointment of the candidates shall be put to vote in
the following manner: |
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(a) |
The
motion with respect to each candidate, in the order in which the motions
appear in the agenda, shall first be moved separately and the votes recorded.
The voting on each such motion shall be by poll ( provided that if it is so
permissible under Section 263 and other
applicable provisions of the Act, a single motion may be moved for the
appointment of two or more Directors or more than one motions may be moved
together); |
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(b) |
After
the voting in respect of each of the candidates has been recorded, such
number of the motions as is equal to the number of vacancies, in support of
which the largest number of votes were cast, shall be declared as passed, and
the candidates to which such motions relate shall be considered as appointed;
provided that no motion shall be considered as having been passed unless the
votes cast in favour thereof ( including the casting vote, if any, of the
Chairman) by shareholders who, being entitled so to do, vote in person or by
proxy, exceed the voters, if any, cast there against by shareholders so
entitled and voting; and provided further that in the case of an equality of
votes between candidates the Chairman of the Meeting shall be entitled to a
second or casting vote. |
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Directors’ Qualifications |
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13.18 |
No
person shall be eligible to be elected as, or continue to occupy the office
of, Director : |
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A. |
In case of any Director, if :- |
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(i) |
Unsound
Mind |
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He be
found of unsound mind or incapable of efficient attention to business, or |
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(ii) |
Absence |
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He
absents himself from the meetings of the Board for a continuous period of two
months without leave of absence from the Board, or |
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(iii) |
Death |
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He dies,
or |
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(iv) |
Criminal
Prosecution |
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If he is
convicted of a criminal offence and sentenced to imprisonment, or |
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(v) |
Resignation He by a
notice in writing to the Board resigns his office |
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(vi) |
If he is
disqualified by SEBI. |
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13.18 |
B |
In case of Trading Members’ Representative, if :- |
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(i) |
Standing |
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He is a
Trading Member of less than three years’ standing on the last day for
submission of proposals by candidates for election ( inclusive of the period
during which such person was a Trading Member of CSEA) |
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(ii) |
Default
or Expulsion |
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He has
at any time been declared a defaulter or expelled by any stock exchange; |
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(iii) |
Suspended |
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His
certificate of registration as a Stock Broker or his trading rights have been
suspended by SEBI or the Exchange, as the case may be, or his trading rights
have been suspended by the Exchange on account of any disciplinary action
taken against him under the Rules, Bye-laws or Regulations of the Exchange
and, if such suspension has taken place prior to the last day for submission
of proposals by candidates for
election two year have not elapsed from the date of expiry of such suspension
of certificate of registration, trading rights or membership rights, unless
such suspension of trading rights was consequent to him failing to provide
base minimum capital, additional base capital and/ or margin money. Provided
that this clause shall not apply (i) to a suspension imposed as an interim
measure pending final decision on a matter, and (ii) in the event a
suspension has not become effective on account of a stay of the suspension by
SEBI, the Exchange, the court or a tribunal, until the suspension becomes
effective and, in such case, this clause will become applicable if the
suspension is confirmed on final decision being taken or the stay of the
suspension is vacated, as the case may be; |
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(iv) |
Cancellation
of Registration His
registration as a stock broker granted by SEBI has been cancelled by SEBI; |
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(v) |
Not
Complying with Conciliation/ Arbitration Award |
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He fails
to comply with the conciliation / arbitration award as provided in and within
the period specified in the Rules, Bye-laws and Regulations; |
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(vi) |
Not
Resolving Complaints of Investors |
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He
fails to take effective steps to
resolve complaints of investors for non-receipt of payment for the securities
sold and / or non-receipt of securities for the amount paid or fails to furnish
necessary written explanation or statement of account in respect of
complaints pending with the concerned Trading Member for more than a month to
the satisfaction of the Board, where the total amount works out to be Rs. one lakh or more; or |
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(vii) |
Suspension
of Payment |
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If he
suspends payment or is adjudicated an insolvent or if a petition be filed by
him for winding up his affairs or those of his partnership firm or if he or
his partnership firm or a company / body corporate, being a Trading Member of
which he is a designated director /nominee, compounds with creditors
generally, or is declared a defaulter by the Company. |
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Provided
that in relation to the matter contained in Article [13.18 (B) ] above, if
the concerned person is |
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(i) |
a
partner of a Trading Member of the Exchange (where the Trading Member of the
Exchange is carrying on its business as such member through a firm), or |
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(ii) |
a
Designated Director of a Trading Member of the Exchange which is a Company;
or |
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(iii) |
a
Designated Nominee of a Trading Member of the Exchange which is a body
corporate other than a Company ; then the
provisions of Article [13.18 (B) ] above shall, unless repugnant to the
context or meaning thereof, apply to such person as if references therein to
such person were references to the Trading Member of which such person is a
partner, Designated Director or Designated Nominee. |
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Conditions Applicable to Company/ Body Corporate |
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13.19 |
A
Designated Director/Nominee of Trading Member which is a Company/ body
corporate, duly nominated by the Board of Directors of such company / body
corporate, shall be eligible to be elected a Trading Members’ Representative subject to the other
provisions of these Article, including in particular, the provisions of
Article (13.17). Such Designated Director/ Nominee shall cease to be a
Director if he ceases to be a Designated Director / Nominee of the concerned
company / body Corporate. |
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Designated Partner or Designated Director/ Nominee as Member |
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13.20 |
Not more
than one designated partner of a partnership firm or a Designated Director/
Nominee of a Company/ body corporate shall be eligible to be a Trading
Members’ Representative at the same time. |
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Additional Qualifications |
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13.21 |
The Rules,
Bye-laws and Regulations of the Exchange may provide additional
qualifications and procedures for a
person to be elected or appointed as a Director of the Company or as a
Trading Members’ Representative on
the Board. |
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Appointment and Continuance subject to Articles, Rules, Bye-laws and Regulations and Act |
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13.22 |
No
person shall be or continue as a director of the Company unless he or she is
entitled to be appointed or elected or to continue as such director under
these Articles, the Rules, Bye-laws and Regulations of the Exchange and
(subject to the provisions of the Scheme) the Companies Act, 1956. |
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13.23 |
Chairman |
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(1) |
The
Chairman shall be elected by the Governing Board from amongst the
non-executive non-trading member directors. |
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(2) |
The
Chairman shall, unless he vacates office under any other provision of these
Articles, continue as Chairman until the end of the first meeting of the
Board after every annual general meeting of the Company. At the first meeting
of the Board after every annual general meeting of the Company the Board
shall elect a new Chairman to hold such office from the end of that Board
Meeting. The retiring Chairman may, if he is so eligible, be re-appointed as
the Chairman. Provided that if for any reason the Board is unable to elect a
new Chairman at such first Board meeting, the Board shall elect a new
Chairman as soon as possible at a succeeding Board meeting to hold such
office from the end of that Board meeting and in such case the then Chairman
shall continue to hold office until the end of the Board meeting at which the
new Chairman is appointed. |
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(3) |
The
Board may at any time remove the Chairman prior to the expiry of the Period
aforesaid and thereupon, the concerned Director shall cease to be the
Chairman but shall, subject to the Act and the other provisions of these
Articles, continue to be a Director. |
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(4) |
The
Chairman shall, unless removed as the Chairman pursuant to Article (13.23.3), cease to be the Chairman
upon ceasing to be a Director. |
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Vacancies in the Board |
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Vacancies in the Office of Chairman |
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13.24 |
In case
a vacancy occurs in the office of the Chairman, the Board shall fill up the
vacancy by election from the Directors at the next meeting of the Board. |
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Alternate Director |
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13.25 |
The
Board of Directors may appoint an alternate Director to act for a Director (
hereinafter in the Article called “ the Original Director” ) at his
suggestion or otherwise, during his absence for a period of not less than 3
moths from the State in which meetings of the Board are ordinarily held.
Provided that such Alternate Director shall fulfill the qualifications, if
any, required to be fulfilled by the Original Director under these Articles
save and except that the alternate Director shall not be required to be
elected by the Company in General Meeting.
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Casual Vacancies |
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13.26 |
In the
event that the position of Director
falls vacant for any reason prior to the expiry of the term of such
Director, then in such event, the Board shall be entitled to appoint any
person as a Director pursuant to section 262 of the Act, provided such person
fulfills the qualifications, if any, required to be fulfilled by the
erstwhile Director in whose casual vacancy such person is proposed to be
appointed, save and except that the Director so appointed shall not be
required to be elected by the Company in general meeting. The Director
appointed to fill a casual vacancy shall hold such office only up to the date
of the next annual general meeting of the Company ( unless he vacates such
office prior thereto under any provision of these Articles or the Act) but
shall be eligible for appointment by the Company as a Director at that
meeting, subject to the provisions of the Act and these Articles. |
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Additional Director |
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13.27 |
(1) |
The
Board shall have power at any time, and from time to time, to appoint a
person as an additional Director, provided (i) 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. |
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(2) |
An
additional Director shall hold office only up to the date of the next annual
general meeting of the company (unless he vacates such office prior thereto
under any provision of these Articles or the Act ) but shall be eligible for
appointment by the Company as a Director at that meeting, subject to the
provisions of the Act and these Articles. |
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Absence of Managing Director |
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13.28 |
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In
absence of the Managing Director, the
Board may designate any senior Officer of the Exchange to exercise the
rights, powers and functions of the Managing Director. |
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14 |
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Proceedings and Powers of the Board |
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Proceedings of the Board |
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14.1 |
(1) |
The
Board of Directors may meet for the dispatch of business, adjourn and otherwise
regulate its meetings, as it thinks fit. |
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(2) |
The
Chairman or the Managing Director or any senior officer of the Company
holding charge as Managing Director may, and the Secretary on the requisition
of any three Directors shall, at any time, summon a meeting of the Board. |
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Directors to sign names |
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14.2 |
Every
Director present at any meeting of the Board or of a Committee thereof shall
sign his name in a book to be kept for that purpose. |
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Questions to be decided by majority |
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14.3 |
(1) |
Save as
otherwise expressly provided in the Act, these Articles or the Rules or
Bye-laws of the Exchange, questions arising at any meeting of the Board or
any Committee shall be decided by a majority of votes. |
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(2) |
In Case
of any equality of votes, the Chairman of the Meeting shall have a second or
casting vote. |
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Consequence of absence of Quorum |
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14.4 |
If a
meeting of the Board (“First Meeting”) could not be held for want of quorum
than a fresh meeting (“Following Meeting”) of the Board shall be called in
the manner mentioned in these Articles. Provided that, notwithstanding the
other provisions of these Articles, such Following Meeting of the Board may
be called within 48 hours of the First Meeting. If the Following Meeting is
called with less than seven days notice of the meeting, then no matter which
was not on the agenda of the First Meeting shall be considered or discussed
at the Following Meeting. |
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Continuing Directors to Act |
|
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14.5 |
The
continuing Directors may act notwithstanding any vacancy in the Board
(including any vacancy in the number of Trading Members’ Representative);
but, if and so long as (i) their
number is reduced below the quorum fixed by these Articles for a meeting of
the Board, the continuing Directors or Director may act for the purpose of
increasing the number of Directors to that fixed for the quorum, or of
summoning a general meeting of the Company, but for no other purpose. |
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Chairman of Meeting |
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14.6 |
If at
any Meeting of the Board, the Chairman is not present within fifteen minutes
after the time appointed for holding the meeting, the Directors present may
choose one of their member to be Chairman of the Meeting. |
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Ordinary Meeting |
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14.7 |
The
Board shall meet at least once in every three calendar months and at least
four such meetings shall be held in every year. |
|
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Notice of Meetings |
|
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14.8 |
Unless
agreed to by all the Directors, save and except as otherwise provided in
these Articles, generally, a minimum
of seven days notice of any meeting of the Board shall be provided to all the
Directors |
|
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Urgent and Emergency Meetings |
|
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14.9 |
In case
of urgency, an urgent meeting may be called with less than seven days’ notice
and in case of emergency, one hour’s notice of an emergency meeting shall be
deemed sufficient. |
|
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Notice of Urgent / Emergency Meetings |
|
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14.10 |
In case
of an urgent or emergency meeting, the notice shall state the nature of the
urgency or the emergency and the business to be transacted at the meeting
and, subject to Article ( 14.11) , no other business shall be transacted at
such meeting. |
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|
Business When Not To Be Stated |
|
||||||||||||||
|
|
14.11 |
Notwithstanding
anything contained in Article (14.10), when the Chairman or the Managing
Director is of the opinion that the matter is confidential or of a nature not
advisable to disclose, he may direct that the notice calling such a meeting,
shall not state the business and/ or the urgency or emergency of such
meeting. |
|
||||||||||||||
|
|
|
Quorum |
|
||||||||||||||
|
|
14.12 |
Unless
otherwise specially provided, the quorum of the Board shall be four directors
or one-third of the total strength of the Board, whichever is higher. |
|
||||||||||||||
|
|
|
Interested Director Not to be Included in Quorum |
|
||||||||||||||
|
|
14.13 |
An
interested Director shall not be included while counting the quorum
prescribed under these Articles for dealing with the question in which the
Director is interested. Further any such interested Director shall not be
included while determining the total strength of the Board in connection with
dealing with the question in which the Director is interested. |
|
||||||||||||||
|
|
|
Voting |
|
||||||||||||||
|
|
14.14 |
A
Director shall not be entitled to take part in the relevant proceedings and
shall not be entitled to vote- |
|
||||||||||||||
|
|
|
(i) |
Interest |
|
|||||||||||||
|
|
|
|
On any
question in which he is directly or indirectly interested, the Chairman of
the meeting being the final judge whether he is so interested or not ( which
determination shall be made by the other members of the Board in case of any
interest of the Chairman of the meeting); |
|
|||||||||||||
|
|
|
|
Explanation
: While considering market situation, and regulatory measures, if any,
emanating there from, all Directors shall be required to declare whether or
not they are interested, directly or indirectly, and those Directors who are
so interested shall neither be entitled to participate in the proceedings nor
shall they be entitled to vote; |
|
|||||||||||||
|
|
|
|
Or |
|
|||||||||||||
|
|
|
(ii) |
Member of Committee |
|
|||||||||||||
|
|
|
|
On the
final decision in respect of any inquiry or dispute on which a decision has
been given by a Committee of which he has been a member except that no
Director shall be so disqualified by reason of his being or having been a
member of a Committee which has made prior examination or investigation of
the subject under consideration for the purpose of submitting a report; or |
|
|||||||||||||
|
|
|
(iii) |
Absence
during Hearings |
|
|||||||||||||
|
|
|
|
On the
decision in respect of any inquiry or dispute unless he has been present at
every meeting of the Board at which there has been a hearing of the inquiry or dispute. |
|
|||||||||||||
|
|
|
Resolution by Circulation |
|
||||||||||||||
|
|
14.15 |
A
resolution in writing, approved by a majority of the total strength of the Board shall be as valid and effective
as if it had been passed at a meeting of the Board duly called. |
|
||||||||||||||
|
|
|
Adjourned Meeting |
|
||||||||||||||
|
|
14.16 |
Any
meeting of the Board may be adjourned from time to time and there shall be no
objection to any decision arrived at or any resolution passed at such meeting
that all or any of the Directors present thereat were not present at the
former meeting or meetings or that any of those present at any former meeting
or meetings were not present at any adjourned meeting or meetings. |
|
||||||||||||||
|
|
|
Proceedings |
|
||||||||||||||
|
|
14.17 |
The
Board shall, unless otherwise provided, regulate and determine the manner and
form in which its proceedings shall be conducted. Except as otherwise
specifically provided in these Articles, it may, with the consent of the
Chairman of the meeting, consider and take action upon any matter at any
ordinary or urgent or emergency meeting even though such matter has not been
referred to in the notice of such meeting. |
|
||||||||||||||
|
|
|
Board
Need Not Give Reasons |
|
||||||||||||||
|
|
14.18 |
Save as
provided in the Rules and Bye-laws of the Exchange, it shall not be necessary
for the Board to give any reasons for or to record in its minutes the reasons
or circumstances of any proceedings or decision and all proceedings and the
information obtained in connection therewith shall be deemed confidential. |
|
||||||||||||||
|
|
|
Minutes |
|
||||||||||||||
|
|
14.19 |
Minutes
of the Proceedings of the Board shall be maintained by the Secretary under
the authority of the Managing Director and such minutes shall be approved and
signed by the Chairman of the same or next meeting. Such
minutes shall be deemed confidential, and shall not be available for
inspection by shareholders and/ or Trading Members of the Company. Unless the
Board or the Managing Director considers it appropriate, and save and except
as required by law, SEBI or any court order, it shall be obligatory on the
part of the Directors neither to disclose nor to make available in any form
the agenda papers and minutes of the proceedings of the Board to any
shareholders, or any other person. |
|
||||||||||||||
|
|
|
Remuneration of Directors |
|
||||||||||||||
|
|
14.20 |
The
remuneration of Directors shall be decided by the Board subject to and in
accordance with the provisions of the Act. |
|
||||||||||||||
|
|
|
Committees |
|
||||||||||||||
|
|
|
Delegation of Powers |
|
||||||||||||||
|
|
14.21 |
(1) |
The
Board may, subject to the provisions of the Act, delegate any of its powers
to Committees consisting of such persons as it thinks fit. |
|
|||||||||||||
|
|
|
(2) |
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. Provided
that not more than twenty percent of
the members of the Arbitration Committee, Disciplinary Committee, Defaults
Committee and Investor Services Committee shall be trading members. However,
the Arbitration Committee in case of disputes between a trading member and a
non-trading member shall not have representation of the trading members |
|
|||||||||||||
|
|
|
Chairman of the Committee |
|
||||||||||||||
|
|
14.22 |
(1) |
Subject
to the provisions of the clause (i) of Article (14.31), a Committee may elect
a Chairman of its Meetings. |
|
|||||||||||||
|
|
|
(2) |
If no
such Chairman is elected, or if at any meeting the Chairman is not present
within fifteen minutes after the time appointed for holding the meeting, the
members present may choose one of their member to be Chairman of the meeting.
|
|
|||||||||||||
|
|
|
Meetings |
|
||||||||||||||
|
|
14.23 |
(1) |
A
Committee may meet and adjourn, as it thinks proper. |
|
|||||||||||||
|
|
|
(2) |
Unless
the Board otherwise specifies, 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 of the meeting of the
Committee shall have a second or casting vote. |
|
|||||||||||||
|
|
|
Defect in Appointment |
|
||||||||||||||
|
|
14.24 |
All acts
done by any meeting of the Board or of a Committee thereof or by any person
acting as a Director or Committee member, shall, notwithstanding that it may
be afterwards discovered that there was some defect in the appointment of any
one or more of such Directors or of any person acting as aforesaid, or that
they or any of them were disqualified, be as valid as if every such director
or such person had been duly appointed and was qualified to be a Director or
Committee Member. |
|
||||||||||||||
|
|
|
Resolutions in Writing |
|
||||||||||||||
|
|
14.25 |
Save as
otherwise expressly provided in the Act, a resolution in writing, signed by
all the members of a Committee of the Board, for the time being entitled to
receive notice of a meeting of the Committee, shall be as valid and effectual
as if it had been passed at a meeting of the Committee, duly convened and
held. |
|
||||||||||||||
|
|
|
Proceedings of Committee |
|
||||||||||||||
|
|
14.26 |
The
meeting and proceedings of any Committee shall be governed by the provisions
of these Articles for regulating the meetings and proceedings of the Board so
far as the same are applicable thereto and are not superseded by any
regulations made by the Board in relation to such Committee. |
|
||||||||||||||
|
|
|
Power of
the Board |
|
||||||||||||||
|
|
14.27 |
Without
prejudice to the provisions of the Act, and the provisions of the Rules, Bye-
laws and Regulations, the Board shall have the following powers:- |
|
||||||||||||||
|
|
|
(a) |
Borrowing |
|
|||||||||||||
|
|
|
|
To
borrow or raise any monies required for the purpose of the Company upon such
terms and in such manner and with or without security as may be determined. |
|
|||||||||||||
|
|
|
(b) |
Legislative
Powers |
|
|||||||||||||
|
|
|
|
(i) |
Power to
make Rules, Bye- laws and Regulations |
|
||||||||||||
|
|
|
|
|
The
Board may, from time to time and subject to the provisions of the SCRA and
the rules made there under, make, amend, add to or rescind any Rule or Rules
and / or Bye-law or Bye- laws and / or Regulation or Regulations. Provided
that these Articles shall be amended in the manner specified in this behalf
in the Act. |
|
||||||||||||
|
|
|
|
(ii) |
Amendments
to Regulations |
|
||||||||||||
|
|
|
|
|
Any
amendments, additions or alterations to any Regulation made by the Board in
pursuance of the powers conferred by the Rules and Bye-laws to which such
regulations relate shall be communicated to SEBI by fax or electronic mail
within twenty four hours. The Board shall forthwith amend, alter or withdraw
any such Regulation, if so desired by SEBI and such Regulation brought into
force by direction of the SEBI shall not be subject to any alteration,
addition or amendment by the Board, but shall be subject to amendment,
alteration or addition only by SEBI. |
|
||||||||||||
|
|
|
|
(iii) |
Suspension
of Rules , Bye-laws and Regulations |
|
||||||||||||
|
|
|
|
|
The
Board may, by a resolution supported by a two – thirds majority of the
members present and voting at the meeting, waive or dispense with the strict
enforcement or suspend the operation in part or in whole of any Rule or Rules
and/or Bye- law or Bye-laws and /or Regulation or Regulations and in regard
to any person and/ or persons and / or security or securities and / or matter
or matters connected therewith. Provided
that the Board shall not waive or dispense with the strict enforcement or
suspend the operation in part or in whole of any Rule or Rules and / or
Bye-law or Bye- laws continuously for a period exceeding three working days
except with the prior approval of SEBI. Provided further that when information
regarding waiver and/ or dispensation and / or suspension is so conveyed, in
writing, as to reach SEBI in the normal course within twenty four hours of
such decision having been taken by the Board, such decision shall remain in
force until the time the decision of SEBI is communicated, in writing , to
the Exchange and the decision of
SEBI, so communicated, shall prevail.
|
|
||||||||||||
|
|
|
(c ) |
Other
General Powers |
|
|||||||||||||
|
|
|
|
(i) |
Delegation
of Powers |
|
||||||||||||
|
|
|
|
|
The
Board may, subject to such conditions as it may think fit, delegate such of
its powers, except the power to make, amend, add to and rescind Rules and /
or Bye- laws of the Exchange, as it may from time to time determine, to the
Managing Director or to a Committee or Committees. |
|
||||||||||||
|
|
|
|
(ii) |
Review |
|
||||||||||||
|
|
|
|
|
A person
affected by a decision of the Managing Director or a Committee acting under
the powers delegated by the Board as provided in (i) above, may require a
review by the Board within seven days after the decision has been rendered. |
|
||||||||||||
|
|
|
|
(iii) |
Delegation
of Powers in Emergency |
|
||||||||||||
|
|
|
|
|
Whenever
the Board in its discretion is of the opinion that an emergency exists, it
may, delegate all or some of its powers for such period as it may determine
to a Committee appointed out of its own members or to the Managing
Director from whose decision, there
shall be no appeal. |
|
||||||||||||
|
|
|
|
(iv) |
Decision
of Board Final |
|
||||||||||||
|
|
|
|
|
In all
matters brought under the consideration of the Board, its decision, whether
expressed by a resolution or otherwise, shall be final and binding and shall
be carried out forthwith by every Trading Member concerned and by his
designated partners, Designated Directors/ Nominees in the case of a company /
body corporate, approved users, authorized representatives, agents ,
sub-brokers, remisiers or any other
employees. |
|
||||||||||||
|
|
14.28 |
The
company may exercise the powers conferred by section 50 of the Act with
regard to having an Official Seal for use abroad, and such powers shall be
vested in the Board. |
|
||||||||||||||
|
|
14.29 |
The
Company may exercise the powers conferred on it by sections 157 and 158 of
the Act with regard to the keeping of a foreign register; and the Board may (
subject to the provisions of those sections) make and vary such regulations
as it may think fit respecting the keeping of any such register. |
|
||||||||||||||
|
|
14.30 |
All
Cheques, promissory notes, drafts, hundis, bills of exchange and other
negotiable instruments, and receipts for moneys paid to the Company, shall be
signed, drawn, accepted, endorsed, or otherwise executed, as the case may be,
by such person and in such manner as the Board shall from time to time by
resolution determine. |
|
||||||||||||||
|
|
|
Powers of the Members of the Board |
|
||||||||||||||
|
|
14.31 |
Chairman |
|
||||||||||||||
|
|
|
(i) |
Chairman
to Preside |
|
|||||||||||||
|
|
|
|
Save as
otherwise provided in these Articles, the Chairman shall preside at any
meeting of the Company, the Board or any Committee of which he is a member. |
|
|||||||||||||
|
|
|
(ii) |
Ex-Officio
Member of Committees |
|
|||||||||||||
|
|
|
|
The
Chairman shall be ex-officio member of every Committee, other than Standing
Committees ( as defined in the Rules) and Committees specified by the Board. |
|
|||||||||||||
|
|
14.32 |
Managing Director |
|
||||||||||||||
|
|
|
Subject
to the overall management of the affairs of the company being vested in the
Board- |
|
||||||||||||||
|
|
|
(1) |
Day to
Day Administration and Executive Powers |
|
|||||||||||||
|
|
|
|
The
Managing Director shall be vested with the executive powers of the Company to
run the day to day administration including all managerial, operational and
incidental matters and to enforce the Rules, Bye-laws and Regulations of the
Company in force from time to time and the directives, orders, guidelines,
norms and circulars issued by SEBI from time to time and shall exercise such
powers in deciding all matters encompassing the activities of the Company and
such further powers which may be delegated or entrusted to him by the Board
and / or SEBI from time to time. Any failure to enforce the Rules, Bye-laws
and Regulations of the Company or directives, orders, guidelines, norms or
circulars issued by SEBI will render the Managing Director liable for removal
or termination of service by SEBI, subject to the Managing Director being
issued a show cause notice and given an opportunity of being heard before
such termination or removal. |
|
|||||||||||||
|
|
|
(2) |
Delegation
of Powers |
|
|||||||||||||
|
|
|
|
The
Managing Director may delegate his powers, duties and functions by way of
written orders to any one or more of the officers or employees of the Company
or any one or more of the Committees of officers or employees of the Company
as he may deem fit. A person affected by a decision of any officer of the
Company who has been delegated the powers under these Rules and / or Bye-
laws may require a review by the Managing Director within seven calendar days
after the decision has been rendered. |
|
|||||||||||||
|
|
|
(iii) |
General
Operational Powers |
|
|||||||||||||
|
|
|
|
In
addition to and without prejudice to the generality of the foregoing powers
and to any power or authority impliedly and expressly conferred by any Rules,
Bye-laws and Regulations of the Company for the time being in force or by the
Board, the Managing Director shall exercise and perform, the following powers
and duties: |
|
|||||||||||||
|
|
|
|
(1) |
being
the Managing Director, managing and attending to all correspondence; |
|
||||||||||||
|
|
|
|
(2) |
being in
charge of all the properties and records of the Company; |
|
||||||||||||
|
|
|
|
(3) |
causing
to maintain registers, documents and records as required by the Rules, Bye-
laws and Regulations; |
|
||||||||||||
|
|
|
|
(4) |
making
necessary arrangements for receiving monies due to the Company and also
issuing receipts thereof; |
|
||||||||||||
|
|
|
|
(5) |
incurring
all revenue and capital expenditure within the budget sanctioned by the
Board; |
|
||||||||||||
|
|
|
|
(6) |
Causing
proper accounts to be maintained and delivering of account books or
furnishing information to the statutory / internal auditors appointed for the
purpose of audit of the accounts of the Company; |
|
||||||||||||
|
|
|
|
(7) |
making
and giving releases on behalf of the Company; |
|
||||||||||||
|
|
|
|
(8) |
investing
surplus funds in securities / deposits in accordance with the policy approved
by the Board from time to time; |
|
||||||||||||
|
|
|
|
(9) |
considering
all matters relating to appointment and / or removal of employees, including
suspension and matters relating to terms and conditions of service,
remuneration and benefits of the employees up to one level below the Board
within the overall policy and service rules approved by the Board in that
behalf; |
|
||||||||||||
|
|
|
|
(10) |
taking
consequential action pursuant to any SEBI Inspection Report; |
|
||||||||||||
|
|
|
|
(11) |
calling
meetings of the General Body, Board and Committees; |
|
||||||||||||
|
|
|
|
(12) |
being
ex-officio member of any Committee constituted by the Board other than the
Standing Committees; |
|
||||||||||||
|
|
|
|
(13) |
singing
and issuing all notifications and press releases on behalf of the Company /
Board, as required under the Rules, Bye- laws and Regulations; |
|
||||||||||||
|
|
|
|
(14) |
causing
to keep the custody of the Seal of the Company with the Secretary and to
affix the same to any documents or instruments in accordance with the
Articles and Rules, Bye-laws and Regulations; |
|
||||||||||||
|
|
|
|
(15) |
defending
suits and legal proceedings, civil or criminal, against the Company or Board
or any of the members of the Board or Committees or its employees or
otherwise and initiating and intervening in legal proceedings for and on
behalf of the Company or Board or any Director or Committee, or its employees
or otherwise and to make, give, sign and execute all documents in that
behalf; |
|
||||||||||||
|
|
|
|
(16) |
enforcing
the directives, orders, guidelines, norms and circulars issued by SEBI from
time to time and the Rules, Bye-laws and Regulations of the Company and to
take disciplinary action in cognizance of offences committed there under; |
|
||||||||||||
|
|
|
|
(17) |
implementing
the recommendations or advice given by the audit committee in the manner
specified in the report; |
|
||||||||||||
|
|
|
|
(18) |
representing
the Company as its official representative in all public matters; |
|
||||||||||||
|
|
|
|
(19) |
appointing
operational committees comprising of the senior officers of the Company to
bring in increased level of efficiency in the management of affairs of the
Company through the process of interaction, collective wisdom and commitment:
and |
|
||||||||||||
|
|
|
|
(20) |
performing
such other duties and functions as are incidental and ancillary for the
performance of the above duties and exercising such other powers as may be
delegated to him by the Board or as may be entrusted to him by SEBI. |
|
||||||||||||
|
|
|
Internal Audit |
|
||||||||||||||
|
|
14.33 |
The
Board shall appoint an Internal Auditor to carry out internal audit of the
activities, operations and accounts of the Company and fix his annual
remuneration. The Internal Auditor so appointed shall examine the adequacy of
proper infrastructure, system and procedures in place to ensure accurate and
timely generation of reports through Management Information System and
statement of accounts, besides, implementing various directives, orders,
guidelines, norms and circulars issued by SEBI from time to time. The
Internal Auditor shall be independent of the Statutory Auditor and shall have
qualifications as specified in the Act for any auditor. |
|
||||||||||||||
|
15 |
|
Secretary |
|
||||||||||||||
|
|
|
Appointment |
|
||||||||||||||
|
|
15.1 |
Subject
to the provisions of the Act:- |
|
||||||||||||||
|
|
|
(1) |
A
Secretary may be appointed by the Board for such term, at such remuneration
and upon such conditions as it may think fit; and any Secretary so appointed
may be removed by the Board; provided that the Secretary of CSEA immediately
prior to the Due Date shall, become the Secretary of the Company on the Due
Date on and subject to the same terms
and conditions. |
|
|||||||||||||
|
|
|
(2) |
A
Director may be appointed as Secretary. |
|
|||||||||||||
|
|
|
Same person acting as Director and Secretary |
|
||||||||||||||
|
|
15.2 |
A
provision of the Act or these Articles requiring or authorizing a thing to be
done by or to a Director and the Secretary shall not be satisfied by its
being done by or to the same person acting both as Director and as, or in
place of, the Secretary. |
|
||||||||||||||
|
|
|
Secretary to include Deputy and Assistant Secretary |
|
||||||||||||||
|
|
15.3 |
For the
purpose of these Articles and the Rules, Bye-laws and Regulations of the
Exchange, the term Secretary includes, where the context so admits, a Deputy
Secretary and Assistant Secretary, provided that the powers of a Secretary
shall be exercised by a Deputy Secretary or Assistant Secretary only upon
being authorized to exercise such powers by the Board, the Managing Director
or the Secretary. |
|
||||||||||||||
|
|
|
Secretary to be Secretary of the Board |
|
||||||||||||||
|
|
15.4 |
The
Secretary shall be the Secretary of the Board and also the Secretary of each
Standing and other Committees, unless any other officer of the Company is so
designated on any Committee by the Board. |
|
||||||||||||||
|
|
|
Meetings |
|
||||||||||||||
|
|
15.5 |
The
Secretary shall send out all notices and agenda papers and attend all
meetings of the Company and of the Board, and, if necessary and provided that
the Secretary is the Secretary of such Committee, of standing and other
Committees, and shall cause proper minutes to be kept of the proceedings of
all such meetings. |
|
||||||||||||||
|
|
|
Records and Registers |
|
||||||||||||||
|
|
15.6 |
The
Secretary shall maintain or cause to be maintained such records and registers
as he may be directed by the Managing Director relating to members/ Trading
members, Partners in case of a Partnership firm, directors in case of a
Company/ body corporate, approved users, authorized representatives agents,
sub-brokers, remisiers and employees. |
|
||||||||||||||
|
|
|
Secretary not a Trading Member |
|
||||||||||||||
|
|
15.7 |
The
Secretary or Deputy Secretary or
Assistant Secretary shall not be a Trading Member of the Exchange. |
|
||||||||||||||
|
|
|
Speculative Trading Forbidden |
|
||||||||||||||
|
|
15.8 |
The
Secretary or Deputy Secretary or Assistant Secretary shall not be a party to
or concerned in any speculative dealing on the Exchange or with any Trading
Member. |
|
||||||||||||||
|
|
|
Secretary to have Charge of Exchange Books |
|
||||||||||||||
|
|
15.9 |
The
Secretary shall, subject to any regulation or direction of the Managing
Director, have general charge and control over all books, papers, documents,
records and registers belonging to the Exchange. |
|
||||||||||||||
|
16 |
|
The SEAL |
|
||||||||||||||
|
|
16.1 |
(1) |
The
Board shall provide for the safe custody of the Seal. |
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(2) |
The Seal
of the Company shall not be affixed to any instrument except by the authority
of a resolution of the Board or of a Committee of the Board authorized by it
in that behalf, and except in the presence of at least two Directors or of
the Secretary and any one Director, or such other person as the Board may
appoint for the purpose; and those two Directors and the Secretary and one
Director, or other person aforesaid shall sign every instrument to which the
seal of the Company is so affixed in their presence. |
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17 |
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Dividends And Reserves |
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Dividends in General Meeting |
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17.1 |
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The
Company in General Meeting may declare dividends, but no dividend shall
exceed the amount recommended by the Board. |
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Interim Dividend |
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17.2 |
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The
Board may from time to time pay to the Shareholders such interim dividends as
appear to it to be justified by the profits of the Company. |
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Reserves |
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17.3 |
(1) |
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. |
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(2) |
The
Board may also carry forward any profits which it may think prudent not to
divide, without setting them aside as a reserve. |
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Dividends to be paid on amounts credited |
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17.4 |
(1) |
Subject
to the rights of persons, if any, entitled to shares with special rights as
to dividends, all dividends shall be declared and paid according to the
amounts paid or credited as paid on the shares in respect whereof the
dividends is paid, but if and so long as nothing is paid upon any of the
shares in the Company, dividends may be declared and paid according to the
amounts of the shares. |
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(2) |
No
amounts paid or credited as paid on a share in advance of calls shall be
treated for the purposes of this Article as paid on the share. |
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(3) |
All
dividends shall be apportioned and paid proportionately to the amounts paid
or credited as paid on the shares during any portion or portions of the
period in respect of which the dividend is paid; but if any share is issued
on terms providing that it shall rank for dividend as from a particular date
such share shall rank for dividend accordingly. |
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Board can deduct from Dividend |
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17.5 |
The
Board may deduct from any dividend payable to any Shareholder all sums of
money if any; presently payable by him to the Company on account of calls or
otherwise in relation to the shares of the Company. |
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Dividend to be sent |
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17.6 |
(1) |
Any
dividend, interest or other moneys payable in cash in respect of shares may
be paid in such manner as the Board or the Managing Director may determine
including by cheque or warrant ( or such other manner as may be determined by
the Board) 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. |
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(2) |
Every
such cheque or warrant shall be made payable to the order of the person to
whom it is sent. |
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Receipts by Joint Holders |
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17.7 |
Any one
of two or more joint holders of a share may give effectual receipts for any
dividends, bonuses or other moneys payable in respect of such share. |
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Notice of Dividend |
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17.8 |
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. |
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Dividend
not to bear interest |
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17.9 |
No
dividend shall bear interest against the Company. |
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18 |
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Accounts |
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No
Shareholder ( not being a Director) shall have any right of inspecting any
account or book or document of the Company except as conferred by law or
authorized by the Board or by the Company in general meeting. |
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19 |
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Capitalisation Of Profits |
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19.1 |
(1) |
The
Company in general meeting may, upon the recommendation of the Board,
resolve- |
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(a) |
that it
is desirable to capitalise any part of the amount for the time being standing
to the credit of any of the Company’s
reserve accounts, or to the credit of the profit and loss account, or
otherwise available for distribution; and
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(b) |
that
such sum be accordingly set free for distribution in the manner specified in
Article [19.1 (2) ] amongst the shareholders who would have been entitled
thereto, if distributed by way of dividend and in the same proportions. |
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(2) |
The sum
aforesaid shall not be paid in cash but shall be applied, subject to the
proviso contained in Articles [19.1(3)], either in or towards- |
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(i) |
paying
up any amounts for the time being unpaid on any shares held by such
shareholders respectively; |
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(ii) |
paying
up in full, un-issued shares of the Company to be allotted and distributed,
credited as fully paid up, to and amongst such shareholders in the
proportions aforesaid; or |
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(iii) |
partly
in the way specified in sub-clause (i) and partly in that specified in
sub-clause (ii). |
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(3) |
A share
premium account and a capital redemption reserve account may, for the purposes
of this Article, only be applied in the paying up of un-issued shares to be
issued to shareholders of the Company as fully paid bonus shares. |
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(4) |
The
Board shall give effect to the resolution passed by the Company in pursuance
of this Article. |
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19.2 |
(1) |
Whenever
such a resolution as aforesaid shall have been passed, the Board shall - |
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(a) |
Make all
appropriations and applications of the undivided profits resolved to be
capitalized thereby, and all allotments and issues of fully paid shares, if
any; and |
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(b) |
Generally
do all acts and things required to give effect thereto. |
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(2) |
The
Board shall have full power- |
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(a) |
to make
such provisions, 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 |
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(b) |
To
authorize any person to enter, on behalf of all the shareholders entitled
thereto, into an agreement with the Company providing for the allotment to
them respectively, credited as fully paid up, of any further shares to which
they may be entitled upon such 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. |
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(3) |
Any
agreement made under such authority shall be effective and binding on all
such shareholders. |
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20 |
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Winding Up |
|
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(1) |
If the
Company shall be wound up, the liquidator may, with the sanction of a special
resolution of the Company and any other sanction required by the Act, divide
amongst the shareholders, in specie
or kind, the whole or any part of the assets of the Company, whether they
shall consist of property of the same kind or not. |
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(2) |
For the
purpose aforesaid, the liquidator may set such value as he deems fair upon
any property to be divided as aforesaid and may determine how such division
shall be carried out as between the shareholders or different classes of
shareholders. |
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(3) |
The
liquidator may, with the lime sanction, vest the whole or any part of such
assets in trustees upon such trusts for the benefit of the contributories as
the liquidator, with the like sanction, shall think fit, but so that no
shareholders shall be compelled to accept any shares or other securities
whereon there is any liability. |
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21 |
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Indemnity |
|
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21.1 |
Subject
to section 201 of the Act, every director, officer or agent for the time
being of the Company shall be indemnified out of the assets of the Company
against any liability reasonably incurred by him in defending any
proceedings, whether civil or criminal, in connection with his being a
director, officer or agent of the Company in which judgment is given in his
favour or in which he is acquitted or in connection with any application
under section 633 of the Act in which relief is granted to him by the Court. |
|
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21.2 |
The
Board and the Directors shall not, in any manner, either collectively or
individually, be liable to any person for any acts of commission or omission
on its or their part done or omitted to be done by it or them in good faith
in the due discharge of its or their duties, powers or authorities or any
discretion vested in it or them. |
|
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22 |
|
Secrecy Clause |
|
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No
shareholder shall be entitled to require discovery of or any information
respecting any detail of the Company’s trading ( or of the exchange) or any
matter which may be in the nature of a trade secret, mystery of trade or
secret process which may relate to the conduct of the business of the Company
and which in the opinion of the Directors it will be inexpedient in the
interest of the shareholders of the Company to communicate to the public. |
|
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23 |
|
Utilisation of Assets and Reserve |
|
||||||||||||||
|
|
|
Notwithstanding
anything contained elsewhere in these Articles- |
|
||||||||||||||
|
|
(1) |
the
Company shall not do anything contrary to the provisions of section
4B(3) of the SCRA. |
|
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|
(2) |
the
Company shall not use its assets and reserve as on the date of publication of
the “Scheme” or the proceeds from disposal of such assets or the proceeds
from disposal of successive species of assets acquired from the precedes of
disposal of such assets for any purpose other than discharging the current liabilities
outstanding as on the date of publication of the “Scheme” or for the business
operations of stock exchange. |
|
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|
|
We, the several persons whose names and addresses
are subscribed, are desirous of being formed into a Company in pursuance of
these Articles of Association : |
|||
|
Name address and Descriptions of Subscribers |
Number of shares taken by each Subscriber |
Name, Address and Description of Witnesses |
|
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|
N.L. ROY & CO., Stock & Shares Brokers, 2, Royal Exchange Place, Calcutta |
One |
T. MILNE CHAPMAN, Stock Brokers, 1, Commercial Building, Calcutta |
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RAMDEV CHOKHANY, Stock Brokers 2, Royal Exchange Place, Calcutta |
One |
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MOHENDRA NATH ROY &SON, Stock Brokers 2, Royal Exchange Place, Calcutta |
One |
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PRASAD DAS BORAL & BROS. Stock Dealers 28, Swallow Lane, Calcutta |
One |
|
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MUGNEERAM BANGUR & CO., Stock Brokers 2, Royal Exchange Place, Calcutta |
One |
|
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||
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PLACE, SIDDONS & GOUGH Stock Brokers 1, Commercial Building, Calcutta |
One |
|
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D.A.GUBBAY & CO., Stock Brokers 6, Pollock Street, Calcutta |
One |
|
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||
|
J. REED & CO., Stock Brokers 2, Royal Exchange Place, Calcutta |
One |
|
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NARAYANDASS KHANDELWAL & CO. Stock Broker 2, Royal Exchange Place, Calcutta |
One |
|
||
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||
|
CHUNDER COOMER UGURWAL & CO. Stock Brokers 2, Royal Exchange Place, Calcutta |
One |
|
||
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||
|
GORALALL SEAL Stock and
Share Brokers, 2, Royal Exchange Place, Calcutta |
One |
|
||
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||
|
G. WARD & CO., Stock Brokers 2, Royal Exchange Place, Calcutta |
One |
|
||
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||
|
SUGAN CHAND BAGREE Stock Brokers 2, Royal Exchange Place, Calcutta |
One |
|
||
|
T O T A L |
Thirteen |
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|
Dated, the
7th day of June, 1923