MEMORANDUM

AND

 

ARTICLES OF ASSOCIATION

 

Donut: THE CALCUTTA STOCK EXCHANGE ASSOCIATION LIMITED

 

 

 


 

The Companies Act, 1956

Company Limited by Shares

Memorandum of Association

Of

The Calcutta Stock Exchange Association Limited

 

I

 

The name of the Company  is “ THE CALCUTTA STOCK EXCHANGE ASSOCIATION LIMITED”

 

 

II

 

The Registered Office of the company will be situated in West Bengal.

 

III

 

The Objects for which the company is established are :-

 

A

 

MAIN OBJECTS

 

 

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.

 

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.

 

 

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. 

 

B

 

THE OBJECTS INCIDENTAL OR ANCILLARY TO THE ATTAINMENT OF THE MAIN OBJECTS ARE :-

 

 

4

To carry on business as a self regulatory organization.

 

 

5

To form and operate one or more segments, which may include cash segments, derivatives segments, Commodity Segments and debt segments.

 

 

6

To admit trading members, clearing members and other categories of members.

 

 

 

 

7

To admit securities to dealing on the Exchange  or to otherwise permit securities to be dealt with on the Exchange.

 

 

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.

 

 

9

To make, amend, implement and enforce rules, bye-laws and regulations including rules, bye-laws and regulations relating to :-

 

 

 

(i)

the manner in which, and the conditions subject to which, any business or activity shall be transacted;

 

 

 

(ii)

conduct of members, sub- brokers, investors, issuers, listed entities and / or other intermediaries and participants in the securities, commodities and capital markets;

 

 

 

(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.

 

 

10

To regulate and fix the scale or amount of commission, brokerage and other charges to be charged by members.

 

 

11

To do such acts, deeds, and things as the Company may consider appropriate :-

 

 

 

(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;

 

(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.

 

 

12

To facilitate clearing and settlement.

 

 

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.

 

 

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.

 

 

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.

 

 

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.

 

 

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)

 

 

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.

 

 

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.

 

 

20

To apply for and obtain any and all such recognitions, permissions, consents, approvals and licenses as may be required.

 

 

21

To settle trusts.

 

 

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.

 

 

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.

 

 

24

To acquire, collect, preserve, analyse, sell or disseminate through various media or otherwise, statistical or other information.

 

 

25

To compute, create, manufacture, acquire, develop, market, sell, licence or otherwise deal with indices of all types.

 

 

26

To maintain a library.

 

 

27

To maintain web-sites and universal resource locators.

 

 

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.

 

 

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.

 

 

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.

 

 

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.

 

 

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.

 

 

33

To act as consultants or other intermediaries for securities and their issue and marketing.

 

 

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.

 

 

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.

 

 

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.

 

 

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. 

 

 

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.

 

 

39

To formulate and implement any scheme of reconstruction or arrangement.

 

 

40

To carry on the companies business as principals, agents, trustees or in any other capacity.

 

 

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.

 

 

42

To own, establish or have and maintain offices, branches, agencies and trading platforms in or out of India  for its business and activities.

 

 

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. 

 

 

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.

 

 

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. 

 

 

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. 

 

 

47

To engage in research and development.

 

 

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.

 

 

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.

 

 

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.

 

 

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.

 

 

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.

 

 

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.

 

 

54

To enter into hedging transactions including hedging transactions relating to securities, foreign exchange and commodities.

 

 

55

To acquire any undertaking or any property, whether movable or immovable, whether with or without the liabilities of such undertaking.

 

 

56

To own, assist, manage or subsidise any company, partnership or other concern. 

 

 

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.

 

 

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.

 

 

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.

 

 

60

To engage in the business of power generation, whether captive or otherwise.

 

 

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.

 

 

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.

 

 

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.

 

 

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.

 

 

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.

 

 

C

 

OTHER OBJECTS

 

 

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.

 

 

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).

 

 

68

To carry on any other business which is legally permissible for a stock exchange to carry on.

 

 

 

And it is hereby declared that :-

 

 

 

(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;

 

 

 

 

(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;

 

 

 

(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;

 

 

 

(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;

 

 

 

(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;

 

 

 

(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;

 

 

 

(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;

 

 

 

(h)

The objects of the company extend to the whole of India as also to countries other than India.

 

 

IV

The liability of the shareholders of the company is limited

 

 

Capital

 

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.

 

 

 

 

 

 

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 :

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

The Companies Act, 1956

 

Company Limited by Shares

 

Articles of Association

 

Of

 

The Calcutta Stock Exchange Association Limited

 

 

 

Table A To apply

 

 

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

 

1.

Definition and  Interpretation

 

 

 

Definitions

 

 

 

1.1

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

 

 

 

 

“the 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;

 

 

 

 

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

 

 

 

 

“ 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;

 

 

 

 

“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;

 

 

 

 

“the 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 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;

 

 

 

 

“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;

 

 

 

 

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

 

 

 

 

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

 

 

Interpretation

 

 

1.2

 

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

 

 

 

1.2.1

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

 

 

 

1.2.2

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

 

 

 

1.2.3

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

 

 

 

1.2.4

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

 

 

 

1.2.5

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

 

 

 

 

2

 

Share Capital and Variation of Rights

 

 

 

 

Authorised Capital

 

 

 

2.1

(a)

The Authorised Share Capital of the Company is Rs. 10,00,00,000, (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:

 

 

 

 

(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

No approval of SEBI shall be required for appointment of any Director except for the Chief Executive Officer (Managing Director ).

 

 

 

13.14

SEBI may nominate Directors on the Governing Board as and when deemed fit.

 

 

 

13.15

Directors  are not required to hold any qualification shares.

 

 

 

 

Managing Director

 

 

 

13.16

(1)

Qualifications :

 

 

 

 

(1)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.

 

 

 

13.16

(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. SEBI shall communicate to the Company its approval to the name  of the candidate to be appointed as the Managing Director.

 

 

 

 

 

(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.

 

 

 

13.17

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.

 

 

 

 

13.17

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.

 

 

 

 

Directors’ Qualifications

 

 

 

13.18

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.

 

 

 

13.18

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 [13.18 (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 [13.18 (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.

 

 

 

 

Conditions Applicable to Company/ Body Corporate

 

 

 

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. 

 

 

 

 

Designated Partner or Designated Director/ Nominee as Member

 

 

 

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.

 

 

 

 

Additional Qualifications

 

 

 

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.

 

 

 

 

Appointment and Continuance subject to Articles, Rules, Bye-laws and Regulations and Act

 

 

 

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.

 

 

 

13.23

Chairman

 

 

 

 

(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       (13.23.3), cease to be the Chairman upon ceasing to be a Director.

 

 

 

 

Vacancies in the Board

 

 

 

 

Vacancies in the Office of Chairman

 

 

 

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.

 

 

 

 

Alternate Director

 

 

 

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. 

 

 

 

 

Casual Vacancies

 

 

 

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.

 

 

 

 

Additional Director

 

 

 

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.

 

 

 

 

(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.

 

 

 

 

 

Absence of Managing Director

 

 

 

13.28

 

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

 

 

Proceedings and Powers of the Board

 

 

 

 

 

Proceedings of the Board

 

 

 

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.

 

 

 

Directors to sign names

 

 

 

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.

 

 

 

 

Questions to be decided by majority

 

 

 

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.

 

 

 

 

 

Consequence of absence of Quorum

 

 

 

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.

 

 

 

 

Continuing Directors to Act

 

 

 

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.

 

 

 

 

 

 

 

Chairman of Meeting

 

 

 

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.

 

 

 

 

Ordinary 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.

 

 

 

 

Notice of Meetings