THE COMPANIES ACT, 1956
COMPANY
LIMITED BY SHARES
ARTICLES OF ASSOCIATION OF THE CALCUTTA STOCK EXCHANGE
ASSOCIATION LIMITED |
Article
. Table A To apply
1. Definition and Interpretation
2. Share Capital and Variation of Rights
3. Lien
4. Calls on Shares
5. Transfer of Shares
6. Transmission of Shares
7. Forfeiture of Shares
8. Share Warrants
9 Alteration of Capital
10. General Meetings
11 Proceedings at General Meetings
12 Votes of Shareholders
13 Board of Directors
14 Proceedings and Powers of the Board
15 Secretary
16 The SEAL
17 Dividends And Reserves
18 Accounts
19 Capitalisation of Profits
20 Winding Up
21 Indemnity
22 Secrecy Clause
23 Utilisation of Assets and Reserve
ARTICLES OF ASSOCIATIONOF THE CALCUTTA STOCK EXCHANGE ASSOCIATION LIMITED |
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.
Definitions
1.1 In these Articles, unless repugnant
to the context or meaning thereof:-
“Act” means the Companies Act, 1956;
“Appointed Date “ means the
appointed date as may be notified by SEBI in respect of CSEA under Section 4A
of the SCRA;
“Bye- laws” means the Bye-Laws of
the Exchange made under the SCRA, as in force from time to time;
“Chairman” means the Chairman of the
Governing Board;
“Committee” shall include any
Committee constituted by the Board;
“Company” means The Calcutta Stock
Exchange Association Limited;
“Designated Directors of a Trading
Member” shall have the meaning attributed to it in the Rules, Buy-laws or
Regulations;
‘Designated Nominee of a Trading
Member” shall have the meaning attributed to it in the Rules, Bye-laws or
Regulations;
“Director” means a member of the
Board;
“Due Date” means the date, as may be determined by the Governing Board or
the Administrator, as the case may be, which date shall fall within the period
permitted under the Scheme from time to
time;
“Exchange” means The Calcutta Stock
Exchange Association Limited (CSEA);
“Financial Year” shall, unless
otherwise specified by the Board, mean the 12 month period ending on March, 31st;
“Governing Board” means the Board of
Directors of CSEA;
“Managing Director” shall mean the
Managing Director of the Company appointed as the Managing Director under the
provisions of these Articles;
“Office” means the registered office
for the time being of the Company;
“Regulations” means the Regulations
of the Exchange made under the Bye-laws, in force from time to time;
“Rules” means the Rules of the
Exchange made under the SCRA, in force from time to time;
“Scheme” means The Calcutta Stock
Exchange Association Ltd (Demutualisation) Scheme, 2005 as approved by SEBI under Section 4B(2) of the
SCRA by its order No. SEBI/ MRD/48106/2005 dated 29th August, 2005,
and as may be amended from time to time;
“SCRA” means the Securities
Contracts ( Regulation) Act, 1956;
“Seal” means the Seal of the Company
for the time being;
“SEBI” means the Securities and
Exchange Board of India established under the SEBI Act;
“SEBI Act” means the Securities and
Exchange Board of India Act, 1992;
“Secretary” means the Secretary of
the Company appointed in accordance with Article (15 ) ;
“Shareholder” means a person who
holds any equity share (s) of CSEA on or after the Due Date;
“The Calcutta Stock Exchange
Association Limited (CSEA) ” means the Company limited by shares, registered
under the Companies Act, 1913 vide Registration No. 4707 of 1923-24, having its
Registered Office at 7, Lyons Range, Kolkata – 700001, which has been
recognized as a Stock Exchange by the Central Government under the SCRA, on a
permanent basis;
“Trading Member” means a stock
broker of CSEA and registered with SEBI as such under the SEBI (Stock Brokers
and Sub-Brokers) Regulation, 1992
“Writing” includes printing,
typewriting and lithography and, where permitted or specified by the Board,
includes also facsimiles, downloading through computers, electronic mail and
any other usual substitutes for writing as may from time to time be specified
or approved by the Board as constituting “Writing”.
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.
2.1 (a) The Authorised Share Capital of the
Company is Rs. 10,00,000, (Rupees Ten Lakhs only) divided into 4,000 (Four
Thousand only) equity shares of Rs. 250/-
(Rupees two hundred fifty) each.
(b) The
company will have the power to sub- divide its existing shares or any of them
into shares of smaller amount than is fixed by the Memorandum, subject to the
provisions of Clause (d) of Sub-clause (1) of Section 94 of the Companies Act,
1956 and will also have the power to increase or decrease the capital of the
Company for the time being or to consolidate its shares.
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.
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.
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.
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.
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.
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.
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.
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.
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.
2.12 The
company shall be entitled to decline to register more than three persons as the
joint holders of any shares.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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 with the provisions of Article 5.8, in the
manner as may be prescribed by SEBI.
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.
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.
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.
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.
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.
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.
7.3 If the requirements
of any such notices as aforesaid are not complied with, any share in respect of
which the notice has been given may, at any time thereafter, before the payment
required by the notice has been made, be forfeited by a resolution of the Board
to that effect.
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.
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.
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.
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.
8.1 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.
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.
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.
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.
9.1 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.
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.
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
10.1 All general meetings other than
annual general meetings shall be called extraordinary general meetings.
10.2 The Chairman or the Board may,
whenever he or it thinks fit, call a general meeting.
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.
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.
11.3 The
Chairman shall preside as Chairman at every general meeting of the Company.
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.
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.
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.
11.8 Any
business other than that upon which a poll has been demanded may be proceeded
with, pending the taking of the poll.
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.
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.
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.
12.1 (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.
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.
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.
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.
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.
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.
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.
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.
13.1 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.
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:
(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
(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
(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.
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.
13.10 The
Chairman shall be elected by the Governing Board from amongst the non-executive
non-trading member directors.
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.
13.12 The
Chief Executive Officer shall be an ex-officio Director on the Governing Board.
13.13 SEBI
may nominate Directors on the Governing Board as and when deemed fit.
13.14 Directors
are not required to hold any qualification shares.
13.15 (1) Qualifications:
The
Managing Director shall be a person:
(i) Who
has knowledge of the functioning of stock exchange or the capital market; and
(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: -
(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
(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
(iii) Whose appointment, as Managing Director, has been
approved by SEBI prior to such appointment.
13.15 (2) Appointment, Tenure and Removal of
Managing Director
(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.
(ii) Subject
to the provisions of the Act, the Managing Director shall be appointed for a
term not exceeding five years.
(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.
(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.
(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.
13.16 Trading Members’ Representatives
(1) Qualifications:
A Trading Members’ Representative:-
(i) Shall
be either: -
(a) A Trading Member, or
(b) A partner of a Trading Member (where
the Trading Member is carrying on its business as such member through a
partnership firm); or
(c) A Designed Director of a Trading Member
which is a Company; or
(d) A Designated nominee of a Trading
Member, which is a body corporate other than a Company.
13.16 Method of Appointment and Removal of
‘Trading Members’ Representatives:
(2) Unless otherwise provided in the
Articles, the Trading Members’ Representatives shall be elected by the Company
in general meeting.
(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.
(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:
(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);
(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.
13.17 No
person shall be eligible to be elected as, or continue to occupy the office of,
Director:
A. In case of any Director, if: -
(i) Unsound
Mind
He
be found of unsound mind or incapable of efficient attention to business, or
(ii) Absence
He
absents himself from the meetings of the Board for a continuous period of two
months without leave of absence from the Board, or
(iii) Death
He
dies, or
(iv) Criminal
Prosecution
If
he is convicted of a criminal offence and sentenced to imprisonment, or
(v) Resignation
He by a notice in writing to the Board resigns his office
(vi) If
he is disqualified by SEBI.
13.17 B In
case of Trading Members’ Representative, if: -
(i) Standing
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)
(ii) Default
or Expulsion
He
has at any time been declared a defaulter or expelled by any stock exchange;
(iii) Suspended
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;
(iv) Cancellation
of Registration
His registration as a stock broker granted by SEBI has been
cancelled by SEBI;
(v) Not
Complying with Conciliation/ Arbitration Award
He
fails to comply with the conciliation / arbitration award as provided in and
within the period specified in the Rules, Bye-laws and Regulations;
(vi) Not
Resolving Complaints of Investors
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
(vii) Suspension of Payment
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.
Provided
that in relation to the matter contained in Article [13.17 (B) ] above, if the
concerned person is
(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
(ii) A Designated Director of a Trading
Member of the Exchange which is a Company; or
(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 [13.17 (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.
13.18 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 (13.16). 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.
13.19 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.
13.20 The
Rules, Byelaws 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.
Appointment and Continuance subject to Articles, Rules, Bye-laws and Regulations and Act
13.21 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, Byelaws and Regulations of the Exchange and (subject to
the provisions of the Scheme) the Companies Act, 1956.
(1) The Chairman shall be elected by the
Governing Board from amongst the non-executive non-trading member directors.
(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.
(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.
(4) The Chairman shall, unless removed
as the Chairman pursuant to Article
(13.22.3), cease to be the Chairman upon ceasing to be a Director.
Vacancies in the Board
Vacancy in the Office of Chairman
13.23 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.
13.24 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.
13.25 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.
13.26 (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 and
(ii) the Trading Member Directors shall not be more than
one-fourth of the total strength of the Board.
(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.
13.27 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.
14.1 (1) The Board of Directors may meet for
the dispatch of business, adjourn and otherwise regulate its meetings, as it
thinks fit.
(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.
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.
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.
(2) In Case of any equality of votes,
the Chairman of the Meeting shall have a second or casting vote.
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.
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.
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 members to be Chairman of the Meeting.
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.
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
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
14.20 The
remuneration of Directors shall be decided by the Board subject to and in
accordance with the provisions of the Act.
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
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 members to be Chairman of the meeting.
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.
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.
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.
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, Byelaws 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 Byelaw 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.
Subject to
the overall management of the affairs of the company being vested in the Board-
( i ) 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.
( ii ) 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, Byelaws 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.
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.
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.
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.
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.
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.
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.
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.
15.7 The
Secretary or Deputy Secretary or Assistant Secretary shall not be a Trading
Member of the Exchange.
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.
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.
16.1 (1) The Board shall provide for the safe
custody of the Seal.
(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.
17 Dividends
And Reserves
Dividends
in General Meeting
17.1 The Company in General Meeting may
declare dividends, but no dividend shall exceed the amount recommended by the
Board.
17.2 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.
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.
(2) The Board may also carry forward any
profits, which it may think prudent not to divide, without setting them aside
as a reserve.
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.
(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.
(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.
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.
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.
(2) Every such cheque or warrant shall
be made payable to the order of the person to whom it is sent.
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.
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.
Dividend not to bear interest
17.9 No
dividend shall bear interest against the Company.
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.
19.1 (1) The Company in general meeting may,
upon the recommendation of the Board, resolve-
(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
(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.
(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-
(i) Paying
up any amounts for the time being unpaid on any shares held by such
shareholders respectively;
(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
(iii) Partly in the way specified in sub-clause (i) and partly
in that specified in sub-clause (ii).
(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.
(4) The Board shall give effect to the
resolution passed by the Company in pursuance of this Article.
19.2 (1) whenever such a resolution as aforesaid
shall have been passed, the Board shall -
(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
(b) Generally
do all acts and things required to give effect thereto.
(2) The Board shall have full power-
(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
(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.
(3) Any agreement made under such
authority shall be effective and binding on all such shareholders.
(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.
(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.
(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.
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.
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.
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.
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.
(2) Without prejudice to the generality
of the provisions of Article 23 (1) , 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.
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 |
|
N.L. ROY
& CO., Stock &
Shares Brokers, 2, Royal
Exchange Place, Calcutta |
One |
T. MILNE
CHAPMAN, Stock
Brokers, 1, Commercial
Building, Calcutta |
|
|
|
|
|
RAMDEV
CHOKHANY, Stock
Brokers 2, Royal
Exchange Place, Calcutta |
One |
|
|
|
|
|
|
MOHENDRA
NATH ROY &SON, Stock
Brokers 2, Royal
Exchange Place, Calcutta |
One |
|
|
|
|
|
|
PRASAD DAS
BORAL & BROS. Stock
Dealers 28, Swallow
Lane, Calcutta |
One |
|
|
|
|
|
|
MUGNEERAM
BANGUR & CO., Stock
Brokers 2, Royal
Exchange Place, Calcutta |
One |
|
|
|
|
|
|
PLACE,
SIDDONS & GOUGH Stock
Brokers 1,
Commercial Building, Calcutta |
One |
|
|
|
|
|
|
D.A.GUBBAY
& CO., Stock
Brokers 6, Pollock
Street, Calcutta |
One |
|
|
|
|
|
|
J. REED
& CO., Stock
Brokers 2, Royal
Exchange Place, Calcutta |
One |
|
|
|
|
|
|
NARAYANDASS
KHANDELWAL & CO. Stock Broker
2, Royal
Exchange Place, Calcutta |
One |
|
|
|
|
|
|
CHUNDER
COOMER UGURWAL & CO. Stock
Brokers 2, Royal
Exchange Place, Calcutta |
One |
|
|
|
|
|
|
GORALALL
SEAL Stock and Share Brokers, 2, Royal
Exchange Place, Calcutta |
One |
|
|
|
|
|
|
G. WARD
& CO., Stock
Brokers 2, Royal
Exchange Place, Calcutta |
One |
|
|
|
|
|
|
SUGAN CHAND
BAGREE Stock
Brokers 2, Royal
Exchange Place, Calcutta |
One |
|
|
T O T A L |
Thirteen |
|
|
Dated, the 7th day of June, 1923