ARTICLES

OF

ASSOCIATION
 COMPANY LIMITED BY SHARES

ARTICLES OF ASSOCIATION

OF

WELSPUN INDIA LIMITED

The following regulations comprised in these Articles of Association were

adopted pursuant to members’ resolution passed at the 29th Annual General
Meeting held on September 25, 2014 in substitution for and to the entire
exclusion of, the regulations contained in the existing Articles of Association of
the Company.

PRELIMINARY
1. The regulations contained in the Table marked “F” in Table `F’ Not to
Schedule I of the Companies Act, 2013 (hereinafter called Apply
the Act or the said Act) shall not apply to the Company,
except in so far as the same are repeated, contained or
expressly made applicable in these Articles or by the said
Act.
2. Subject as aforesaid, any words and expressions defined
in the Act as modified up to the date on which these
Articles become binding on the Company shall, except
where the subject or context otherwise requires, bear the
same meanings in these Articles.
3. The marginal notes and the headings given in these
Articles shall not affect the construction hereof.
INTERPRETATION
The headings used in these Articles shall not affect the
construction hereof.

Gender: Words importing the masculine gender also

include the feminine and vice versa as the context may
require;

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4. The following expressions shall have the following Interpretation
meanings unless repugnant to the subject or context : clause
(i) “Act” means the Companies Act, 2013 (18 of
2013) and the rules, notifications, clarifications,
circulars and orders issued, as amended from time
to time and shall include any statutory
replacement or re-enactment thereof;
(ii) “Applicable Law” means any Indian statute,
law, ordinance, regulation, rule, bye law,
administrative interpretation, writ, injunction,
directive, judgement or decree or other
instrument which has a force of law in India;
(iii) $Deleted;

(iv) “Beneficial Owner” shall mean the beneficial

owner as defined in clause (a) of sub-section (I)
of section 2 of the Depositors Act, 1996;
(v) “Board” or “Board of Directors” means the duly
constituted Board of Directors of the Company;
(vi) “Company” means Welspun India Limited, a
company incorporated under the Companies
Act, 1956;
(vii) “Debenture” includes Debenture stock, bonds
and other securities of the Company, whether
constitution a charge on the assets of the
Company or not;
(viii) “Depository” shall mean a depository as
defined in clause(e) sub-section (I) of section 2
of the Depository Act, 1996;
(ix) “Directors” means the Directors on the Board of
Directors of the Company;
(x) “Dividend” – includes interim dividend;
(xi) “Financial Year” shall mean a period of twelve
months commencing from 1st April of any
calendar year and ending on the 31st March of
the next calendar year;
(xii) “Financial Statements means:

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 (i) a balance sheet as at the end of the
financial year;
(ii) a profit and loss account, or in the case of
a company carrying on any activity not
for profit, an income and expenditure
account for the financial year;
(iii) cash flow statement for the financial
year;
(iv) a statement of changes in equity, if
applicable; and
(v) any explanatory note annexed to, or
forming part of, any document referred
to in sub-clause (i) to sub-clause (iv).
(xiii) “Key Managerial Personnel” means “Key
Managerial Personnel” means the Chief
executive officer or the managing director; the
company secretary; wholetime director; chief
financial officer; and such other officer as may
be notified from time to time in the Rules.
(xiv) “Month” means the calendar month’;
(xv) “National Holiday” means the day declared as
national holiday by the Central Government.
(xvi) “paid-up share capital” means such aggregate
amount of money credited as paid-up as is
equivalent to the amount received as paid-up in
respect of shares issued and also includes any
amount credited as paid-up in respect of shares
of the company, but does not include any other
amount received in respect of such shares, by
whatever name called;
(xvii) “Register” or “Register of Members” means the
Register of Members to be kept pursuant to
Section 88 of the Act;
(xviii) “Rules” means any rule made pursuant to
Section 469 of the Act or such other provisions
pursuant to which the Central Government is
empowered to make rules, and shall include
such rules as may be amended from time to

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 time.
(xix) “Seal” means the common seal, for the time
being of the Company;
(xx) *“Shareholder”and “Member” means a person
whose name is registered in the register of
members of the Company as the holder of a
Share and shall include Beneficial Owner in the
records of a depository;
(xxi) “Share” means share in the Share Capital of the
Company, and includes stock except where a
distinction between stock and share is
expressed or implied;;
(xxii) Singular Number words importing the singular
number include where the context admits or
requires the plural numbers and vice-versa;
(xxiii) “Special Resolution” and “Ordinary
Resolution” means an ordinary resolution, or as
the case may be, special resolution referred to in
Section 114;
(xxxxii) “These presents” means the Memorandum of
Association and the Articles of Association and
the Regulation of the Company for the time
being in force;
(xxxxii-a) “Transfer” means (in either the noun or the
verb form and including all conjugations
thereof with their correlative meanings) with
respect to the Shares, the sale, pledge,
assignment, transfer or other disposition
(whether for or without consideration, whether
directly or indirectly) of any Shares or of any
interest therein or the creation of any third
party interest in or over the Shares.
Subject as aforesaid any words or expressions defined in
the Act shall except where the subject or context forbids,
bear the same meaning in these articles.
5. None of the funds of the Company shall be employed in
the purchase of shares of this company and it shall not
give any financial assistance for or in connection with the
purchase or subscription of any share in this company

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 save as provided in Section 68 of the Act.
6. Notwithstanding anything contained in the Articles, but Buy-back of
subject to the provisions of Sections 68 and other securities
applicable provisions, if any, of the Act as amended from
time to time and subject to such rules, regulations,
conditions, approvals or consents as may be laid down for
the purpose, the Company shall have the power to buy-
back its own securities, whether or not there is any
consequent reduction of capital. If and to the extent
permitted by law, the Company shall have the power to
re-issue the securities so bought back.

7. Copies of the Memorandum and Article of Association of Copies of these

the Company and other documents referred to in section presents to be
17 of the Act shall be furnished to every member at his furthered.
request within 7 days on payment of Rs. 100 or such other
fee as may be specified in the Rules for each copy of the
documents.

SHARE CAPITAL
8. The Authorised Share Capital of the Company is shall be
such amount and be divided into such shares as may from
time to time, be provided in clause V of Memorandum of
Association with power to increase and reduce the capital
of the Company or to reclassify, sub-divide, consolidate
and increase or to divide the shares in the capital for the
time being into several classes and to attach thereto
respectively any preferential, deferred, qualified or
special rights, privileges or condition as may be
determined by or in accordance with the Articles of the
Company and to vary, modify or abrogate any such
rights, privileges or conditions in such manner as may be
for the time being provided by the Articles of the
Company and the legislative provisions for the time being
in force.
a) any shares including any option to subscribe for shares
in the original or increased capital may from time to
time be issued with any such right or preference
whether in respect of dividend; or repayment of capital
or both, on the footing that any such shares may be
determined as provided by the Articles of Association
of the Company then in force and Act,;

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 b) the rights of holders of all classes of shares for the time
being forming part of the Capital of the Company may
be modified, affected, varied, extended or surrendered
either with the consent in writing of the holders of
three fourth of the issued shares of the class or with the
sanction of a special resolution of the members of that
class;
c) subject to the rights of the holders of any other shares
entitled by the terms of issue to preferential repayment
over the equity shares in the event of winding up of
the Company, the holders of the equity shares shall be
entitled to be repaid the amounts of capital paid up or
credited as paid up on such equity shares and all
surplus assets thereafter shall belong to the holders of
the equity shares in proportion to the amount paid up
or credited as paid-up on such equity shares
respectively at the commencement of the winding up;
d) any unclassified shares (whether forming part of the
original capital or of any increased capital of the
Company) may subject to the provisions of the Act be
issued by the Directors upon such terms and
conditions and with such rights and privileges as the
Board may deem fit and which are not inconsistent
with the Articles of Association.
e) “Notwithstanding anything contained in the Articles
of Association, the company shall be entitled to
dematerialize its Share, Debentures and other
securities pursuant to the Depositories Act, 1996, and
to offer its Shares, Debentures and other securities for
subscription in a dematerialized form”.

SHARES AND CERTIFICATES

9. The shares in the capital of company shall be numbered
progressively according to their several denominations
and except in the manner hereinafter mentioned no shares
shall be subdivided.
The right or privileges conferred upon the holders of the
shares of any class issued with preference 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 or modified or affected by the creation or issue of

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 further shares ranking pari passu therewith.
The provisions of Section 43, 45, 46 and 47 of the Act in so
far as the same may, be applicable shall be observed by
the company.
10. Subject to the provisions of these Articles and the Act, the Shares at the
shares shall be under the control of the Directors who disposal of the
may, subject to the provisions of Section 62 of the Act allot Directors
or otherwise dispose of the same or any of them to such
persons and in such proportion and on such terms and
condition and either at a premium at par or at a discount
and at such time and for such consideration as the
Directors think fit. As regards allotment from time to
time, the law in force, if any, relating thereto, shall be
compiled with, provided that option or right to call of
shares shall not be given to any person or persons except
with the sanction of the Company in general meeting.
11. a) Subject to the provision of Section 55 of the Act, the Powers to issue
Company shall have power to issue preference shares Redeemable
which are, or at the option of the Company or at the Preference
option of preference shareholder, on such terms and Shares
conditions as the Board may decide, liable to be
redeemed and the resolution authorizing such issue
shall prescribe the manners terms and conditions of
redemption.
Provided that :
(i) No such shares shall be redeemed except out of
the profits of the Company which would otherwise
be available for dividend or out of the proceeds of
a fresh issue of shares made for the purpose of
redemption;
(ii) no such shares shall be redeemed unless they
are fully paid;
(iii) the premium, if any, payable on redemption
shall have been provided for out of the profits of
the company or out of the Company’s securities
premium account before the shares are redeemed;
(iv) where any such shares are redeemed otherwise
than out of the proceeds of a fresh issue, there
shall, out of profits which would otherwise have
been available for dividend, be transferred to a
reserve fund, to be called “the Capital Redemption
Reserve Account”, a sum equal to the nominal

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 amount of the shares redeemed; and the provisions
of the Act relating to the reduction of the share
capital of the Company shall, except as provided in
Section 55 of the Act, apply as if the capital
redemption reserve account were paid up share
capital of the Company.
(v) The Redeemable Preference Shares shall not
confer upon the holders thereof the right to vote
either in person or by proxy at any general meeting
of the Company save to the extent and in the
manner provided by Section 47 of the Act.
(vi) The rights, privileges and conditions for the
time being attached to the Redeemable Preference
Shares may be varied, modified or abrogated in
accordance with the provisions of these Articles
and of the Act.

b) Subject to the provision of the Act and the guidelines

issued by the Central Government from time to time
under the provisions of the Act, the Company may
issue Convertible Preference Shares (CP) in such
manner as the Board of Directors of the Company
may decide and specifically provide for :
(i) the quantum of issue;
(ii) the terms of the issue with particular reference to the
conversion of CP in to the equity shares of the
company;
(iii) the rate of preferential dividend payable on CP; the
voting rights to be attached to CP and any other terms
and conditions which may be attached to the issue of
CP and as permissible in law.
12. The Directors may allot and issue shares in the capital of Directors may
the Company as partly or fully paid in consideration of allot shares for
any property sold or goods transferred or machinery consideration
supplied or for services rendered to the Company or the other than cash.
conduct of its business and any shares which may be so
allotted may be issued, shall deemed to be fully or partly
paid-up shares and is so issued, shall deemed to be fully
or partly paid-up shares, as the case may be.
13. a) An application signed by or on behalf of any Acceptance of

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 applicant for shares of the Company followed by an shares
allotment of any share therein shall be an acceptance
of shares and every person who thus or otherwise
accepts any shares and whose name is on the register
shall for the purpose of these Articles, be a Member.
b) The Company shall further be entitled to maintain a
Register of Members with the details of the
dematerialization form in any media as permitted by
law including any form of electronic media.
14. Subject to the provisions of Section 40 of the Act the Payment of
Company may pay commission to any person in commission on
connection with the subscription or procurement of issue of shares or
subscription to its securities, whether absolute or debentures.
conditional, subject to the following conditions, namely:
i) the commission may be paid out of proceeds
of the issue or the profit of the company or
both
ii) the rate of commission paid or agreed to be
paid shall not exceed, in case of shares, five
percent of the price at which the shares are
issued and in case of debentures, shall not
exceed two and a half per cent of the price at
which the debentures are issued
iii) the amount or rate of percent of the
commission paid or agreed to be paid, on
shares or on debentures offered to the public
for subscription, is disclosed in the
Prospectus, and in the case of shares or
debentures not offered to the Public for
subscription, is disclosed in the Statement
lieu of Prospectus and filed before the
payment of the commission with the
Registrar and where a circular or notice not
being a prospectus inviting subscription for
the shares or debentures is issued is also
disclosed in that circular or notice;
iv) the number of shares or debentures which
such persons have agreed for a commission
to subscribe, absolutely or conditionally is
disclosed in the manner aforesaid and

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 v) a copy of the contract for the payment of
commission is delivered to the Registrar at
the time of delivery of the prospectus or the
statement in lieu of prospectus for
registration.

(a) Save as aforesaid and save as provided in Section 53

of the Act, the Company shall not allot any of its
shares or debentures or apply any of its moneys,
either directly or indirectly, in payment of any
commission, discount or allowance, to any person in
consideration of :
i) his subscribing or agreeing to subscribe, whether
absolutely or conditionally, for any sharers in, or
debentures of the Company or;
ii) his subscribing or agreeing to subscribe, whether
absolutely or conditionally, for any sharers in, or
debentures of the Company or;
iii) his procuring or agreeing to procure subscriptions,
whether absolutely or conditionally, for any shares in, or
debentures of the Company whether the shares,
debentures or money be so allotted or applied by, being
added to the purchase money of any property acquired by
the Company or to the contract price of any work to be
executed for the Company, or the money be paid by as the
nominal purchase money or contract price, or otherwise.

(b) Nothing in this Article shall affect the power of the

Company to pay such brokerage as it has hereto
before been lawful for the Company to pay.
(c) A vendor to, promoter of, or other person who
receives payment in shares, debentures or money
from the Company shall have and shall be deemed
always to be have had power to apply any part of the
shares, debentures or money so received for payment
of any commission, the payment of which if made
directly by the Company would have been legal
under Section 76 of the Act.
(d) The commission may be paid or satisfied (subject to

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 the provisions of the Act and these articles) in cash, or
in shares, debentures or debenture-stocks of the
Company.

15. The Board of Directors shall observe the restrictions as to Restrictions on

allotment of shares on the public contained in Sections f of allotment and
the Act, and shall also cause as required by Section 39 of return of
the Act, the return of allotment to be filed. allotment.
16. The Company may from time to time by ordinary
resolution increase the share capital by such sum to be Power to
divided into shares of such amount as may be specified in increase capital.
resolution.
17. The new shares shall be issued upon such terms and To what
conditions and with such rights and privileges annexed restrictions the
thereto as may be specified in the resolution sanctioning shares issued
the increase of share capital and in particular such shares
may be issued with a preferential or qualified right to
dividends and the distribution of assets of the Company.
18. Except so far as otherwise provided by the conditions of Conditions
issue or by these presents any capital raised by creation of subject to which
new shares shall be as part of the existing capital and shall new shares to
be subject to the provisions herein contained with rank with
reference to the payment of calls and installments, original shares
forfeiture, lien, surrender transfer and transmission,
voting and otherwise.
19. Where at any time, the Company proposes to increase its Further issue of
subscribed capital by the issue of further shares; such share capital to
shares shall be offered—. members
(a) to persons who, at the date of the offer, are holders of
equity shares of the company in proportion, as nearly as
circumstances admit, to the paid-up share capital on those
shares by sending a letter of offer subject to the following
conditions, namely:—

(i) the offer shall be made by notice specifying the number

of shares offered and limiting a time not being less than
fifteen days and not exceeding thirty days from the date
of the offer within which the offer, if not accepted, shall be
deemed to have been declined;

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(ii) the offer aforesaid shall be deemed to include a right
exercisable by the person concerned to renounce the
shares offered to him or any of them in favour of any
other person; and the notice referred to in clause (i) shall
contain a statement of this right;

(iii) after the expiry of the time specified in the notice

aforesaid, or on receipt of earlier intimation from the
person to whom such notice is given that he declines to
accept the shares offered, the Board of Directors may
dispose of them in such manner which is not dis-
advantageous to the shareholders and the Company;
(b) to employees under a scheme of employees’ stock
option, subject to special resolution passed by company
and subject to such conditions as may be prescribed; or

(c) to any persons, if it is authorised by a special

resolution, whether or not those persons include the
persons referred to in clause (a) or clause (b), either for
cash or for a consideration other than cash, if the price of
such shares is determined by the valuation report of a
registered valuer subject to such conditions as may be
prescribed.

(d) NOTWITHSTANDING anything contained in the

preceding paragraph, the further shares as aforesaid may
be offered to any person (whether or not such a person or
persons include persons, who, at the date of the offer, are
holders of the equity shares of the Company) in any
manner whatsoever, if a special resolution to that effect is
passed by the Company in general meeting.

(e) Notwithstanding anything contained in sub-clause (c)

and sub-clause (d) above, but subject, however, to section
62(3) of the Act, the Company may increase its subscribed
capital on exercise of an option attached to the debentures
issued or loans raised by the Company to convert such
debentures or loans into shares, or to subscribe for shares
in the Company.

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20. The Company may subject to the provisions of Sections Reduction of
52, 55 and 66 and such other provisions of the Act as may capital
be applicable, by special resolution reduce in any manner
with the subject to the confirmation of the court or
Tribunal as may be applicable and/or any incident
authorized and consent required by law:
a) Its share capital in any way in particular without
prejudice to the generality of the foregoing, power
may;
(i) extinguish or reduce the liability on any of its
shares in respect of share capital not paid up;
(ii) either with or without extinguishing or reducing
the liability on any of its shares cancel any paid up
share capital which is lost or is unrepresented by
available assets; or
(iii)either with or without extinguishing or reducing
liability on any of its shares, pay off any paid up
share capital which is in excess of the wants of the
Company.
b) Any capital redemption reserve account ; or
c) Any share premium account.
21. The Company may, by ordinary resolution : Sub-division and
(a) Consolidate and divide all or any of its share capital consolidation of
share
into shares of larger amount than its existing shares ;
(b) Convert all or any of its paid up shares into stock and
reconvert that stock into paid up shares of any
denomination :
(c) Sub-divided its shares or any of them into shares
smaller amount than is fixed by the Memorandum, so
however, that in the sub-division the proportion
between the amount paid and the amount if any,
unpaid on such reduced shares shall be same as it was
in the case share from which the reduced share is
derived ; and
(d) Cancel shares which, at the date of the passing of the
resolution in that behalf, have not been taken or agreed
to be taken by any person and diminish the amount of

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 its share capital by the amount of the shares so
cancelled.
22. The resolution, whereby shares are sub-divided, may Sub division
determine that as between the holders of the shares may result in
resulting from such sub-division, one or more of such advantageous to
shares shall have some preference or special advantage as one shareholder
regards dividend, capital or otherwise over or as over the other
compared with the others or other.
23. If and whenever as the result of issue of new shares Sale of fractional
consolidation or sub division of shares, any shares become shares.
held by member in fractions, the Directors, shall subject to
the provisions of the Act and the Articles and to the
directions of the Company in general meeting, if any sell
those shares which members hold in fractions for the best
price reasonable and obtainable and shall pay and
distribute to and amongst the members entitled to such
shares in due proportion, the net proceeds of the sale
thereof.
24. (a) The Company may be ordinary resolution : Conversion of
fully paid up
(i) convert any fully paid-up shares into stock and
shares in stock.
(ii) reconvert any stock into fully paid up shares of any
denomination.
(b) The holders of stock may transfer the same or any part Transfer of stock
thereof in the same manner, as and subject to the same
regulations under which the shares from which the
stock arose, might, before the conversion have been
transferred or as near thereto as circumstances admit;
provided that the Board may, from time to time fix the
minimum amount of stock transferable so however
that such minimum amount, shall not exceed the
nominal amount of the shares from which the stock
arose.
(c) The holders of stock shall according to the amount of Powers and
stock held by them have the same rights, privileges rights of stock
and advantages as regards dividends, voting at holders.
meetings of the Company and other matters, as if they
held the shares from which the stock arose, but no
such privilege or advantage (expect participation in the
dividends and profits of the Company and in assets on
winding up) shall be conferred by an amount of stock

14
 which would not, if existing in shares conferred that
privilege or advantage.
(d) Such of the Articles of the Company (other than those Articles to apply
relating to share warrants), as any applicable to paid- to stock.
up shares shall apply to stock and the words “share”
and “shareholder” in these presents shall include
“stock” and “stock-holder” respectively.
25. Subject to the provisions of Section 48 of the Act whenever Power to modify
the Share Capital is divided into different classes of rights
shares, all or any of rights and privileges attached to any
class may be modified or varied by the Company with
sanction of a special resolution passed at a separate
meeting of the holders of the issued shares of that class.
Provided that if variation by one class of shareholders
affects the rights of any other class of shareholders, the
consent of three-fourths of such other class of
shareholders shall also be obtained and the provisions of
this section shall apply to such variation.

This article is not to derogate from any power of the

Company would have had if these Articles were omitted.
All the provisions contained in these Articles as to the
general meetings (including the provisions relating to the
quorum at such meetings) shall mutatis mutandis apply
to every such meeting.
The rights conferred upon the holders of the shares of any
class issued with preferred or other rights shall not unless
otherwise expressly prohibited by the terms of the issue of
the shares of that class, be deemed to be varied by the
creation or issue of further shares ranking pari passu
therewith.
26. If any share is registered in the name of two or more
persons : as joint holders thereof, the person first named
in the Register shall, as regards delivery of the share
certificates, receipt of dividends or bonus shares or service
of notice and all or any other matter connected with the
Company except voting or appointing proxy meeting and
the transfer of the shares, be deemed to be the sole
thereof, but the joint holders of a share shall be, severally

15
 as well as jointly liable for the payment of all installments
and calls due in respect of such shares and for all
incidents thereof according to the Company’s regulations.
Upon the death of a registered joint owner the surviving
registered joint owners or owner shall be deemed by the
Company to be absolutely entitled to the shares.
27. Subject to the provisions of Section 89 and other Trust not
applicable provisions of the Act and save as herein recognised
otherwise provided the Company shall be entitled to treat
the registered holder of any share as the absolute owner
thereof and accordingly shall not, except as ordered by a
court of competent jurisdiction, or by law required be
bound to recognize any trust, benami or equitable or
other claims to or interest in such share on the part of any
other person or any interest in any fractional part of a
share whether or not it shall have express or other notice
thereof. No notice of any trust express, implied or
constructive shall be entered on the register of members
or of debenture holders.
Further, the Company shall also be entitled to treat the
person as the holder of any share(s) whose names appear
as the Beneficial Owner of the shares in records of the
Depository, as the Beneficial Owner of the shares in
records of the Depository, as the absolute owner thereof
and accordingly shall not (except as ordered by a Court of
competent jurisdiction or as required by law) be bound to
recognize any benami trust or equity or equitable
contingent or other claim to or interest in such shares on
the part of any other person whether or not it shall have
express or implied notice thereof.
28. Every member shall leave in writing at the registered Members to
office of the Company his permanent address in India, furnish address
occupation, description and father’s name (husband’s etc.
name in case of married women) and will also intimate to
the Company any change therein from time to time such
address for all purposes shall be deemed to be his proper
address.
29. No member who shall change his name shall be entitled Notice of
to recover any dividend or to vote in the name other than changes of name
the one registered with the Company, until notice of the or of marriage of
change of name or of marriage, respectively is given to the member

16
 Company in order that the same be registered.
30. The shares or other interest of any member in the Certificates
Company shall be movable property, transferable in the
manner provided by these Articles.

A Certificate under the Common Seal of the Company,

specifying any shares held by any member shall be, prima
facie, evidence of the title of the member of such shares.

Every member shall be entitled, without payment, to one

certificate under the seal of the Company for all the shares
registered in his name or in the case of shares of more
than one class being registered in his name, to a separate
certificate for each of such class of shares so registered.
Every certificate of shares in respect of which it was
issued and the distinctive numbers of such shares and
amounts paid up thereon respectively. Every certificate
shall be signed as per provisions of Article 176.
No Share Certificate(s) shall be issued for shares held in a
dematerialised form.
31. If any member shall require additional certificates he shall Additional
pay for each additional certificate such fee, if any, not certificate
exceeding Rupee Fifty as the Directors may determine.
32. A certificate may be renewed or a duplicate thereof may Renewal of
be issued if such certificate :- certificate and
duplicate
(a) is proved to have been lost or destroyed or
certificates
(b) having been defaced, mutilated or torn and is
surrendered to the Company.
33. Notwithstanding anything contained in Articles 30, 31 Form, manner of
and 32 hereof the manner of issue or renewal of a issue of
certificate or issue of a duplicate certificate, the form of a certificates
certificate (original or duplicate or renewed) the
particulars to be entered in the Register of Members or in
the Register of renewed or duplicate shares, the form of
such Register the fee on payment of which the terms and
conditions if any (including terms and conditions as to
evidence and indemnity and the payment of out-of-
pocket expenses incurred by the Company in
investigating evidence) on which a certificate may be

17
 renewed or a duplicate thereof may be issued shall be as
prescribed by Companies (Management and
Administration) Rules, 2014, and any modification made
from time to time.
34. The company shall within two months after the allotment Time for
of any of its shares and within six months after the delivery of
allotment of any of its debentures and within one month certificates
after the application for the registration of the transfer of
any such shares and/or debentures, complete and have
ready for delivery the certificates of all shares and/or
debentures allotted or transferred unless the condition of
issue of the shares or debentures otherwise provide and
shall comply with the requirements of Section 56 and
other applicable provisions (if any of the Act.
35. Save as otherwise provided by Section 66 to 70 of the Act, Fund of
none of the funds of the Company shall be applied in the company not to
purchase of or in lending on security of any shares of the be applied/in
Company. purchase of or
lending of shares
of the company
36. Every endorsement of transfer in favour of any transferee Endorsement of
thereof or payment of call upon the certificate of any transfer of shares
share shall be signed by a Director or secretary or by any or payment of
other person for the time being duly authorized by the call
Board of Directors or a committee of the Board authorized
to deal with shareholders in that behalf.

CALLS
37. The Directors may from time to time by a resolution Calls
passed at a meeting of the Board make such calls as they
think fit upon the members in respect of all moneys
unpaid on the shares held by them respectively, whether
on account of nominal value of the shares or by way of
premium and not by the condition of allotment thereof
made payable at fixed times and each member shall pay
the amount of every call so made on him to the persons
and at the time and place appointed by the Directors. A
call may be made payable by installments. A call may be
revoked at the discretion of Board.
The money (if any) which the Board shall, on the
allotment of any shares being made by them, require or

18
 direct to be paid by way of deposit, call or otherwise in
respect of any shares allotted by them, immediately, on
the insertion of the name of the holder of such shares,
become a debt, due to and recoverable by the Company
from the allottee thereof, and shall be paid by him
accordingly.
38. At least fourteen days’ notice of any call shall be given by
the Company either by letter to the members or
advertisement specifying the time and place of payment
and the person to whom such call shall be paid.
39. A call shall be deemed to have been made at the time When call
when the resolution of the Board authorizing such call deemed to be
was passed. made
40. Where any calls for further share capital are made on Calls for further
shares, such calls shall be made on a uniform basis on all capital to be
shares falling under the same class. For the prupose of made on
this Article shares of the same nominal value on which uniform basis
different amounts have been paid up shall not be deemed
to fall under the same class.
41. The Board of Directors, may from time to time, at its Directors may
discretion, extend the time fixed for the payment of call extend time for
and may extend such time as to all or any of the members, payment of call.
who on account of residence at a distance or some other
reasonable cause may be deemed fairly entitled to such
extension but no member shall as a matter of right be
entitled to such extension save as a matter of grace and
favour.
42. If the sum payable in respect of any call or installment be Calls to carry
not paid on or before the day appointed for payment interest.
thereof, or any extension thereof the holder for the time
being of the share in respect of which the call shall have
been made or the installment shall be due, shall pay
interest for the same at the rate of ten per cent per annum
from the day appointed for the payment thereof to the
time of the actual payment or at such other rate as the
Directors may, in their absolute discretion waive payment
of any interest wholly or in part in the case of any person
liable to pay such call or installment.
43. Neither the receipt by the Company of a portion of any Partial payment
money which shall, from time to time, be due from any or any

19
 member to the Company in respect of his shares either by indulgence
way of principle or interest nor any indulgence granted shown not to
by the Company in respect of payment of any such money preclude
shall preclude the Company from thereafter proceeding to forfeiture.
enforce a forfeiture of such shares as hereinafter provided
for non-payment of the whole or any balance due in
respect of the shares.
44. The Directors may, if they think fit, receive from any Payment of calls
member willing to advance the same, all or any part of the in advance.
capital due upon the shares held by him beyond the sums
actually called for and upon the amount so paid or
satisfied in advance or so much thereof as from time to
time exceeds the amount of calls then made upon the
shares in respect of which such advance has been made,
the Company may pay interest at such rate as the member
paying such sum in advance and the Directors may at any
time repay the amount so advanced on giving to such
member one month’s notice in writing. The member shall
not, however, be entitled to dividend or to participate in
profits of the Company or to any voting rights in respect
of the money so paid by him until the same would, but for
such payment, become presently payable.
45. On the trial or hearing of any action or suit brought by the Evidence in
Company against any member or his representative for action for calls.
the recovery of any money due in respect of his shares, it
shall be sufficient to prove that the name of the member is
entered in the register as the holder of the shares in
respect of which such debt accrued, that the resolution
making the call is duly recorded in the minute book and
that notice of such call was duly given to the member or
his representative in pursuance of these presents and it
shall not be necessary to prove the appointment of the
Directors who made such call nor any other matters
whatsoever but the proof of the matters aforesaid shall be
conclusive proof of the debt.
46. If by the terms of issue of any share or otherwise the Amount payable
whole or any of the amount or issue price thereof is made at fixed time or
payable at any fixed time or by installments at fixed time by installments
every such amount or issue price of installments thereof payable as calls.
shall be payable as if it were call duly made by the
Directors and of which due notice has been given and all

20
 the provisions herein contained in respect of calls shall
apply to such amount or issue price or installment
accordingly.
47. Every member, his executors or administrators shall pay Every members
to the Company the portion of the capital represented by to pay the
his share or shares which may for the time being remain proportion of the
unpaid thereon in such manner as the Directors shall from capital
time to time in accordance with the Company regulations represented by
require or fix for the payment thereof. his share.
48. Any money due from the company to a member may Money due to
without the consent notwithstanding the objection of such the Company
member be applied by the Directors in or towards the may be applied
payment of any money due from him to the Company for towards calls etc.
calls, installment or otherwise.

TRANSFER AND TRANSMISSION OF SHARES

49. The Company shall keep a book, to be called the “Register Register of
of Transfers” and therein shall be fairly and distinctively transfer.
entered particulars of every transfer or transmission of
any share.
50. An application for the registration of the transfer of Mode of
any share or shares may be made either by the transfer.
transferor or the transferee, provided that, where such
application is made by the transferor, no registration
shall in the case of a partly paid share be effected
unless the Company gives notice of the application to
the transferee and subject to the provisions of Article
56, the Company shall unless objection is made by the
transferee within two weeks from the date of receipt of
the notice, enter in the Register of Member the name of
the transferee in the same manner and subject to the
same conditions as if the applications for registration
of the transfer was made by the transferee.

51. The instrument of transfer of any share shall be duly Instrument of

stamped and executed both by the transferor and the transfer to be
transferee and shall contain the name, address, stamped and
description, occupation and father’s/husband’s name of executed.
the transferee. Each signature to such transfer shall be
duly attested by one witness who shall also add his

21
 address.
52. The instrument of transfer shall be in writing and all the Form of transfer.
provisions of Section 56 of the Act and of any statutory
modification thereof for the time being shall be duly
complied with in respect of all transfers of shares and the
registration thereof.
53. The transferor shall be deemed to remain the holder of Transferor to
such share (or shares) until the name of the transferee is remain holder of
entered in the Register Of Members in respect thereof. shares until
transferee’s
name entered in
the register.

54. Every instrument of transfer duly stamped and executed Transfer form to
by or on behalf of the transferee shall be delivered to the be delivered to
Company or its duly appointed agent for registration the Company or
accompanied by the certificate of the shares to be its duly
transferred and such other evidence as the Company may appointed agent
require to prove the title of the transferor or his right to and evidence of
transfer the shares, provided that where it is proved to the title given.
satisfaction of the Directors of the Company that an
instrument of transfer signed by the transferor and
transferee, has been lost the company may, if the
Directors think fit, on an application in writing made by
the transferee and bearing the stamp required by an
instrument of transfer, register the transfer on such terms
as to indemnity as the Directors may think fit. The
instrument of transfer of shares shall be deposited with
the Company within such time or times as may be
prescribed by the Act or Rules made thereunder.

55. The Directors may, if they so deem fit, charge in respect of Fee on transfer
every registration of membership on transmission and or transmission.
every registration of transfer of shares such fee as they
may determine from time to time. The Directors may in
their discretion not charge any such fees.
56. No transfer shall be made to any minor or person of Share not to be
unsound mind, but in the event of such transfer being transferred to
registered, the transferor shall remain liable to the minor or persons
Company for all moneys due on the share so transferred of unsound.
notwithstanding such transfer.

22
57. Subject to the provisions of Section 58 of the Act, the Power to refuse
Board, without assigning any reason for such refusal, registration of
may, within one month from the date on which the transfer
instrument of transfer was delivered to the Company,
refuse to register any transfer of a share upon which the
Company has a lien or the Board does not approve.
Provided that registration of a transfer shall not be
refused on the ground of the transferor being either alone
or jointly with any other person or persons indebted to
the Company on any account whatsoever except for a lien
on shares.

58. In the case of refusal to register the transfer of any shares, Notice of refusal
the Company shall within one month from the date on to be given to the
which the instrument of transfer was lodged with the transferor and
Company send to the transferee and the transferor a transferee.
notice of refusal.
59. All instruments of transfer, which shall be retained by the Instrument of
Company but any instrument of transfer which the transfer to be
Directors may decline to register shall be returned to the retained.
person depositing the same.
60. The Directors may, on giving seven day’s previous notice Closure of the
by advertisement at least once in a vernacular newspaper transfer books.
in the principal vernacular language of the district and
having a wide circulation in the place where the
registered office of the company is situated, and at least
once in English language in an English newspaper
circulating in that district and having wide circulation in
the place where the registered office of the company is
situated and publish the notice on the website as may be
notified by the Central Government and on the website, if
any, of the Company, close the transfer books and
Register of Members or debentureholders for any time or
times not exceeding in the whole forty-five days in each
year but not exceeding thirty days at a time.
61. The registration of a transfer shall be conclusive evidence Registration of
of the approval by the Directors of the transfer so far only transfer
as the shares transferred are concerned but not further or conclusion
otherwise nor shall it incapacitate the Directors from evidence of
claiming the right to refuse registration of transfer of approval by

23
 shares on any subsequent transfers applied for. Directors.
62. Neither the Company nor the directors shall incur any The Company
liability or responsibility whatever in consequence of not liable to
their registering or giving effect to any transfer of shares disregard any
made or purporting to be made by any apparent legal notice
owner thereof (as shown on appearing in the Register of prohibiting
Members) to the prejudice of any person or persons registration of a
having or claiming any equitable right, title or interest to transfer.
or in the said shares, notwithstanding that the Company
or the Directors may have had notice of such equitable
right, title or interest or notice prohibiting registration of
such transfer and may have entered such notice, or
referred thereto, in any book of the Company and neither
the Company nor the Director shall be bound or required
to regard or attend or give effect to any notice which may
be given to it of any equitable right, title or interest, or
under any liability whatsoever for refusing or neglecting
so to do, though it may have been entered or referred to
in some book of the Company, but the Company and the
Directors shall nevertheless be at liberty to regard and
attend to any such notice and give effect thereto if they
shall so think fit.
63. The executor or administrator of the holder of a Transmission of
succession certificate in respect of shares of deceased registered
member (not being one of several joint holders) shall be shares.
the only person whom the company shall recognise as
having any title the share registered in the name of such
member and in case of the death of any one or more of the
joint holder of any registered share, the survivor or
survivors shall be the only person recognized by the
Company as having any title or release the estate of a
deceased joint holder from liability on share held by him
jointly with any other person. Before recognizing any
executor or administrator or legal heir the Directors may
require him to obtain a grant of Probate or Letters of
Administration or Succession Certificate or other legal
representation as the case may be from competent Court,
provided nevertheless that in any case where the
Directors in their absolute discretion think fit it shall be
lawful for the Directors to dispense with the production of
probate or Letters of Administration or a Succession
Certificate or such other legal representation upon such

24
 terms as to indemnity or otherwise as the Directors may
think fit and under the next article register the name of
any person who claim to be absolutely entitled to the
share standing in the name of the deceased person.
64. (a) Any person becoming entitled to a share, in Registration of
consequent of death, lunancy, bankruptcy or person entitled
insolvency of any member or by any lawful means to share
other than by a transfer, in accordance with these otherwise than
presents, upon producing such evidence that he by transfer.
sustains the character in respect of which he proposes
to act under this Article or of his title as the Director
think sufficient, may with the consent of the Directors
(which they shall not be under any obligation to give)
and upon giving such indemnity as the Directors think
fit either be registered himself as the holder of such
share or may subject to the regulations as to transfer
hereinbefore contained elect to have some persons
nominated by him and approved by the Directors
registered as the transferee thereof, provided
nevertheless, that if such person shall elect to have his
nominee registered he shall testify the election by
executing in favour of his nominee an instrument of
transfer of such shares in accordance with the
provision herein contained and until he does so, he
shall not be freed from any liability in respect of the
share. The Article is herein after referred to as the
“transmission clause”.
(b) The Directors shall have the same right to refuse to
register a person entitled by transmission of any shares
or his nominee as if he was transferee named in an
ordinary instrument of transfer presented for
registration.
65. Every transmission of a share shall be verified in such Evidence of
manner as the Directors may require and the Company transmission to
may refuse to register any such transmission until the be verified.
same be so verified or until and unless an indemnity be
given to the company with regard to such registration
which the Directors at their discretion, shall consider
sufficient, provided nevertheless that there shall not be
any obligation on the company or the directors to accept
any indemnity.

25
66. Until the Directors otherwise determine a person Right of such
becoming entitled to a share by transmission shall not be person.
entitled to receive notices of or save as provided in Article
109 hereof to attend or vote at meetings of the company,
or save as aforesaid, to any of the rights and privileges of
a member unless and until he shall be registered himself
as a member in respect of the share.
67. Notwithstanding anything contained herein, in the case of
transfer of shares/debentures or other marketable
securities where the company has not issued any
certificates and where such shares or securities are being
held in an electronic and fungible form, the provisions of
the Depositories Act, 1996 shall apply”.

LIEN ON SHARES
68. The Company shall have a first paramount lien upon all Company lien on
the shares (other than fully paid shares) registered in the share.
name of each member (whether solely or jointly with
other) and upon the proceeds of sale thereof for all money
(whether presently payable or not) called or payable at a
fixed time in respect of such shares and no equitable
interest in any shares shall be created except upon the
footing and condition that this Article is to have full effect
and such lien shall extend to all dividends from time to
time declared in respect of such shares. Unless otherwise
agreed the registration of a transfer of shares shall operate
as a waiver of the company’s lien, if any, on such shares.
The directors may at any time declare any shares to be
exempt wholly or partially from the provisions of this
Article.
69. For the purpose of enforcing the Company’s lien on Lien enforced by
shares the Directors may sell the shares subject thereto in sale.
such manner as they think fit and transfer the same to the
name of the purchaser without any consent and
notwithstanding any objection or opposition on the part
of the indebted member or any other person or persons
interested therein and a complete title to the shares which
shall be sold be acquired by the purchaser, by virtue of
such sale and transfer against such indebted member and
all persons claiming with or under him, whether he may
be indebted to the company in point of fact or not. Any
such transfer may be signed on behalf of such member by

26
 any one of the Directors provided however that no such
sale shall be made until such period as aforesaid shall
have arrived and until notice in writing stating the
amount due, or specifying the liability or engagement and
demanding payment or discharge or fulfillment thereof
and of the intention to sell in default shall have been
served upon such member, of his legal representatives, or
upon the persons (if any) entitled by transmission to the
shares and default shall have been made by him or them,
in payment, fulfillments or discharge or such debts,
liabilities or engagements for seven days after the date
mentioned in such notice.
70. The net proceeds of the sale shall be received by the Application of
company and applied in or towards payment of such part proceeds of sale.
of the amount in respect of which the lien exists as is
presently payable and the residue if any shall be paid to
such member, his executors or administrators or assigns
or other legal representatives as the case may be.

FORFEITURE OF SHARES

71. If any member fails to pay any money due from him in If any money
respect of any call made or, installment due on any share payable on
or any sum which by the terms of issue of any becomes shares not paid
payable at fixed time, whether on account of the amount notice to be
of the share, or by way of premium on or before the day given to member
appointed for the payment of the same, or any such
extension thereof or any interest due on such call or
installment, or any expenses that may have been incurred
thereon, the directors or any person authorized by them
for that purpose, may at any time thereafter, during such
time as such money remains unpaid, give notice to such
member or legal representative or person then by way of
advertisement, requiring him to pay the money payable in
respect of such share, together with such interest that may
have accrued and all expenses that may have been
incurred by the company by reason of such non payment.
72. The notice shall name a further day (not earlier than the If notice not
expiry of fourteen days from the date of service of the complied with
notice) on or before which and a place or places at which shares may be
such call or installment and such interest and expenses as forfeited.
aforesaid are to be paid. The notice shall also state that in

27
 the event of the non payment at or before the time and at
the place appointed the shares in respect of which the call
was made or installment is payable will be liable to be
forfeited.
73. If the requisitions of any such notice as aforesaid are not It notice not
complied with any share in respect of which such notice complied with
has been given, may at any time thereafter before shares may be
payment of all calls or installments, interest and expenses forfeited.
due in respect thereof be forfeited by a resolution of the
Board to that effect. Such forfeiture shall include all
dividend declared in respect of the forfeited shares and
not actually paid before the forfeiture.
74. Where any share shall have been so forfeited, notice of the Notice of
forfeiture shall be given to the member in whose name it forfeiture
stood immediately prior to the forfeiture, or to his legal
representative or the person entitled to the share by
transmission by writing sent to the registered address of
such member or of such representative or persons
through such person then by way of advertisement and
an entry of the forfeiture with the date thereof, shall
forthwith be made in the Register of Members. The
provisions of this article are however discretionary only
and no forfeiture shall in any manner be invalidate by any
omission or neglect to give such notice or to make any
such entry as aforesaid.
75. Any share so forfeited shall deemed to be the property of Forfeiture share
the Company and the directors may sell, re-allot or to become
otherwise dispose of the same upon such terms and in property of the
such manner as they may think fit. Upon any sale, re- Company.
allotment or other disposal, the certificate or certificates
originally issued in respect of those shares shall stand
cancelled and become null and void and of no effect.
76. In the meantime and until any share so forfeited shall Forfeiture
have been sold, re-allotted or otherwise dealt with as remitted or
aforesaid, the forfeiture thereof may, at the discretion and annulled
by a resolution of the directors, be remitted and annulled
as a matter of grace and favour but not as of right, upon
such terms and conditions as they think fit.
77. Any member whose shares shall have been forfeited shall, Member still
notwithstanding the forfeiture be liable to pay and shall liable to pay
forthwith pay to the company all calls, installments, money due

28
 interest and expenses owing upon or in respect of such notwithstanding
shares at the time of the forfeiture together with interest forfeiture.
thereon, from the time of the forfeiture until payment, at
such rate not exceeding nine per cent per annum as the
directors may determine in the same manner in all
respects as if the shares have not been forfeited without
any deduction or allowance for the value of the shares at
the time of forfeiture and the directors may (but it being
not so obligatory) enforce the payment of such money or
any part thereof if they think fit without entitling such
member or his representative to any remission of such
forfeiture or to any compensation for the same on behalf
of the company as they shall think fit.
78. The forfeiture of a share involves the extinction of all Effect of
interest in and also of all claims and demands against the forfeiture
company in respect of the shares and all other rights
incidental to the share except only such of those rights as
by these Articles are expressly saved.
79. A certificate in writing under the hands of a Director or Certificate of
any other person who may be appointed for the purpose forfeiture.
by the Directors that the call or installment in respect of a
shares was made or was due or the interest in respect of a
call or installment was payable as the case may be that
notice thereof specified as aforesaid was given and default
in payment was made and that the forfeiture of the shares
was made by a resolution of the Directors to that effect
shall be sufficient evidence of the facts stated therein as
against all persons entitled to or interested in such shares
and such certificate and the receipt of the company for the
price such share shall constitute a good title to such share
in the purchase of allottees of such share who shall as he
has completed his purchase or accepted such allotment,
be entered in the Register of Members as the holder of the
share. Any such purchaser or allottee shall not (unless by
express agreement) be entitled to any of the dividends,
interests or bonuses accrued or which might have accrued
upon the shares before the time of completing his
purchase or before such allotment. Such purchaser or
allottee shall not be bound to see to the application of the
purchase money or allotment money nor shall his title to
the share be affected by any irregularity in the
proceedings in reference to the forfeiture of such share or

29
 the sale thereof.
80. The Directors may accept the surrender of any share by Directors may
way of compromise of any question so to the holder being accept surrender
properly registered in respect thereof or on any other of any share.
terms they think fit, provided that the Directors shall not
have the power to purchase the share of any member with
the money of the Company.
81. Upon any sale after forfeiture or surrender of for Validity of share
enforcing a lien exercised by virtue of the powers herein
before given, the Directors may cause the purchaser’s
name to be entered in the Register in respect of the shares
held and the person to whom the shares are sold or
disposed of shall not be bound to see to the regularity of
the proceedings or to the application of the purchase
money nor shall his title to the share be effected by any
irregularity or invalidity in the proceedings in reference to
the forfeiture, sale or disposal of the share. The validity of
the sale shall not be impeached by any person and the
remedy of any person aggrieved by the sale shall be in
damages only and against the company exclusively.

GENERAL MEETINGS
82. The company shall in each year hold in addition to any Annual General
other meeting, an Annual General Meeting and shall Meeting.
specify the meeting as such in notices calling it and not
more than fifteen months shall elapse between the date of
one Annual General Meeting and that of the next.

Provided further that not more than six months shall

elapse between the expiry of the Financial Year of the
Company and the day of the Annual General Meeting
except in case provided for in the forgoing proviso.

83. Every Annual General Meeting shall be called for a time Time and place
during business hours, that is between 9 am to 6 pm, on a of Annual
day that is not a National Holiday and shall be held either General Meeting.
at the Registered Office of the Company or at some other
place within the city, town or village in which the
Registered Office of the Company is situated.

30
84. All General Meetings other than Annual General Extra ordinary
Meetings shall be called Extra-ordinary General Meetings. General Meeting.
85. The Directors may whenever they think fit, and they shall Requisition for
on the requisition of the holders of not less than one-tenth Extra Ordinary
of such of the paid-up capital of the Company as at the General Meeting
date of the deposit of such requisition carries the right of
voting in regard to that matter to be considered at the
meeting forthwith, proceed to convene an extra-ordinary
general meeting of the Company and in case of such
requisition provisions of Section 100 of the Act shall
apply.
86. In case Extra-ordinary General Meeting being called in Business of
pursuance of requisition, no business other than that meeting called
stated in the requisition as the objects of the meeting shall by requisition.
be transacted.
87. A general meeting of the Company may be called by not Notice of
less than clear 21 days’ notice in writing, but a general meetings.
meeting may be called by giving a shorter notice, than
that specified above if consent is accorded thereto by
members of the company holding not less than 95% of
such part of the paid up share capital of the company as
gives them a right to vote at that meeting provided that
where any members of the company are entitled to vote
only on some resolutions to be moved at the meeting and
not on the others those members shall be taken into
account for the purpose of this Article in respect of the
former resolution or resolutions and not in respect of the
later.
88. Notwithstanding anything mentioned in these Articles, Service of Notice,
the Company may send any communication including Reports,
notice of general meeting, annual report etc. to any Documents and
persons by electronic mode as may be permitted under other
applicable laws. communications
A member may notify his email address if any, to which by electronic
the notices and other documents of the company shall be mode.
served on him by electronic mode.
The Company’s obligation shall be satisfied when it
transmits the email and the company shall not be
responsible for failure in transmission beyond its control.

31
89. (a) Every notice of a meeting of the company shall specify
the place and the day and hour of the meeting and
shall contain a statement of the business to be
transacted thereat.
(b) In every notice there shall appear with reasonable
prominence a statement that a member entitled to
attend and vote is entitled to appoint a proxy to attend
and vote instead of himself and that a proxy need not
be a member of the company.
90. In the case of an Annual General Meeting, all business to Special business
be transacted at the meeting shall be deemed special with at General
the exception of business relating to : Meeting.
(a) the consideration of the Accounts, Balance Sheet and
the Reports of the Directors and the Auditors
(b) the declaration of a dividend
(c) the appointment of Directors in place of those retiring,
and
(d) the appointment of and the fixing of the remuneration
of the Auditors.
In the case of any other meeting, all business shall be
deemed special.
91. Where any item of business to be transacted at the
meeting is deemed to be special as aforesaid, there shall
be annexed to the notice of the meeting a statement
setting out all material facts concerning each such item of
business, including in particular, the nature of the concern
or interest, if any, therein of:
a. every Director,
b. the Manager, if any
c. every Key Managerial Personnel and
d. relatives of persons mentioned at a, b and c.

Provided that where the notice of a meeting is given by

advertising the same in a newspaper, the statement of
material facts need not be annexed to the notice as
aforesaid but it shall be mentioned in the advertisement
that the statement has been forwarded to the members of
the Company.

32
 Provided further that where any item of special business
as aforesaid to be transacted at a meeting of the Company
relates to or affects any other company the extent of share
holding interest in that other company of every Director,
or the Manager, if any, of this company shall also be set
out in the statement, if the extent of such shareholding
interest is not less than twenty percent of the paid up
share capital of such other company.

Where any item of business to be transacted at the

meeting consists of according the approval of the meeting
to any document, the time and place where the document
can be inspected shall be specified in the Explanatory
Statement.
92. Where under any provision of the Act, or these Articles Special Notice
special notice is required of any resolution, notice of the
intention to move the resolution shall be given to the
Company not less than fourteen days before the meeting
at which it is to be moved exclusive of the day on which
notice is served or deemed to be served and the day of the
meeting. The Company shall, immediately after receipt of
such resolution give its members notice of the resolution
in the same manner as it gives notice of the meetings, or if
that is not practicable, shall give them notice of the
meetings, or if that is not practicable, shall give them
notice thereof, either by advertisement in the newspaper
having an appropriate circulation or in any other mode
allowed by the Articles not less than seven days before the
meetings. Special notice shall be in compliance with
Section 116 of the Act.
93. The accidental omission to give notice of any meeting to, Omission to give
or the non receipt of any notice by any manner shall not notice.
invalidate the proceedings at any general meeting.
94. The Company shall keep the registers maintained by it Reports,
open for inspection by any member. statements and
registers to be
laid on the table.
PROCEEDINGS AT GENERAL MEETING
95. Subject to the provision of Article 99 of the quorum for a Quorum
General Meeting shall be thirty members personally

33
 present.
96. No business shall be transacted at any general meeting Quorum to be
unless the quorum requisite shall be present at the present when
commencement of the business. business
commenced
97. Notwithstanding anything mentioned in these Articles, Meeting by
the Company may hold General Meeting(s) with Electronic Mode.
participation of entitled persons by electronic mode
including voting and any other incidental thing(s) by
electronic mode as may be permitted under applicable
laws.
98. No business shall be discussed or transacted at any Chairman of
general meeting except the election of a Chairman whilst General Meeting.
the chair is vacant. The Chairman of the Board of
Directors shall be entitled to take the chair at every
meeting or if there be no such Chairman or, at every
meeting he is not present within fifteen minutes after the
time appointed for holding such meeting or is unwilling
to act as Chairman of the meeting the members present,
shall choose another Director as Chairman and if no
director is present or if all the directors present decline to
take the chair then the members present shall choose one
of their number being a member entitled to vote to be
Chairman.
99. If within half-an-hour from the time appointed for the When if quorum
meeting a quorum is not present, the meeting if convened not present
upon requisition as aforesaid, shall be cancelled but in any meeting to be
other case it shall stand adjourned to the same day in the dissolved and
next week at the same time and place or to such other day when to be
and such time and place as the directors may determine adjourned.
and if at such adjourned meeting a quorum be not present
within half-an-hour from the time appointed for the
meeting, those members who are present shall be a
quorum and may transact the business for which the
meeting was called.
100. At any General Meeting, a resolution put to the vote of the What is to be
meeting shall be decided on a show of hands, unless a evident of the
poll is (before or on the declaration of the result of the resolution where
show of hands) demanded in the manner mentioned in poll not
Section 109 of the Act and unless a poll is so demanded a demanded.
declaration by the Chairman that a resolution has on a

34
 show of hands been carried, either unanimously or by a
particular majority and an entry to that effect in the book
containing minutes of the proceedings of the Company,
shall be conclusive evidence of the fact, without proof of
the number or proportion of the votes recorded in favour
of, or against that such resolution.
101. Where a poll is to be taken the Chairman of the meeting Scrutineers poll
shall appoint two scrutinizers to scrutinize the votes on
the poll and to report thereon to him. One of the
scrutinizers so appointed shall always be a member
present at the meeting, provided such a member is
available and willing to be so appointed. The Chairman
shall have power at any time before the result of the poll
is declared to remove a scrutinizer from office and to fill
vacancies in the office of scrutinizers arising from such
removal or from any other cause.
102. Before or on the declaration of the result of the voting on Poll how
any resolution on a show of hands, a poll may be ordered demanded.
to be taken by the Chairman of the meeting of his own
motion and shall be ordered to be taken by him on a
demand made in that behalf by as specified in Section 109
of the Act.
103. If a poll is demanded as aforesaid it shall, subject to the Poll
provisions of Article 106 be taken in such a manner and at
such time and place as the Chairman of the meeting
directs and either at once or otherwise not being later than
48 hours from the time of such demand and the result of
the poll shall be deemed to be the resolution of the
meeting at which the poll was demanded. The demand of
a poll may be withdrawn.
104. The Chairman of a general meeting may with the consent Power to adjourn
of the meeting and shall if so directed by the meeting, General Meeting.
adjourn the same from time to time and from place to
place, but no business shall be transacted at any
adjourned meeting other than the business left unfinished
at the meeting from which the adjournment took place.
When a meeting is adjourned for thirty days or more
notice of the adjourned meeting shall be given as in the
case of original meeting. 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.

35
105. In the case of an equality of votes, whether on a show of Casting votes
hands or on a poll, the Chairman of the meeting at which
the show of hands has taken place or at which the poll is
demanded shall be entitled to a second or casting vote in
addition to the vote or votes to which he may be entitled
as a member.
106. Any poll duly demanded on the election of a Chairman of In what cases
meeting or any question of adjournment, shall be taken polls taken
forthwith. without
adjournment.
107. The demand of a poll except provided under Article 106 Business may
shall not prevent the continuance of a meeting for the proceed
transaction of any business other than the question on notwithstanding
which a poll has been demanded. demand for poll.
108. The Chairman of any meeting shall be the sole judge of Chairman’s
the validity of every vote tendered at such meeting either decision
on show of hand on poll. conclusive.

VOTE OF MEMBERS
109. Subject to any right or restrictions for the time being Vote of members
attached to any class or classes of shares, on a show of
hands, every equity shareholder present in person shall
have one vote and on a poll the voting right of every
equity shareholder whether present in person or by proxy
shall be in proportion to his share of the paid up equity
capital of the Company.
110. Except as conferred by Section 48 of the Act, the holders Voting rights of
of preference shares shall have no voting rights. Where preference
the holder of any preference share has a right to vote on shareholder.
any resolution in accordance with the provisions of Sub-
section (2) of Section 47 of the Act his voting right on poll
as the holder of such share shall, subject to Section 50 of
the Act, be in the same proportion as the capital paid up
in respect of the preference shares bears to the total paid
up equity of the Company.
111. A member of unsound mind or in respect of whom an Voting in case of
order has been made by any Court having jurisdiction in a lunatic or
lunacy may vote whether on a show of hands or on poll, minor.
by his committee or other guardian and any such
committee or guardian may, on a poll, vote by Proxy. If
any member is a minor the vote in respect of his share

36
 may be given by his guardian or any one of his guardians,
if more than one to be selected in case of dispute by the
Chairman of the meeting.
112. Any person entitled under the transmission clause to Voting in respect
transfer any share may vote at any general meeting in of shares of
respect thereof in the same manner as if he was registered deceased and
last before the time of holding the meeting or adjourned bankrupt
meeting as the case may, at which he proposes to vote and members.
he shall satisfy the Directors of his right to transfer such
shares, or the Directors shall have previously admitted his
right to vote at such meeting in respect thereof.
113. Where there are joint holders of any share, any one of Joint holder
such persons may vote at any meeting, either personally
or by proxy,in respect of such share as if he was solely
entitled thereto and if more than one of such joint holders
be present at any meeting, personally or by proxy that one
of the said persons so present whose name stands first on
the register in respect of such share, shall alone be entitled
to vote in respect thereof. Several executors or
administrators of a deceased member in whose name any
share stand shall for the purpose of this Article be deemed
joint holders thereof.
114. Subject to the provisions of these Articles, votes may be Vote may be
given either personally or by proxy, or in the case of a given personally
company by its duly authorized representative who has or by proxy.
been recognized and accepted by the Company. No
member present only by proxy shall be entitled to vote on
a show of hands unless such member is a corporation
present by a proxy who is not himself a member is a
corporation present by a proxy who is not himself a
member of the Company, in which case such proxy shall
vote on a show of hands as if he were member of the
Company.
115. The instrument appointing a proxy shall be in writing and Instrument
be signed by the appointer or his attorney duly appointing
authorized in writing or, if the appointer is a body proxy to be in
corporate, be under its seal or be signed by an officer or writing.
an attorney duly authorized by it. A proxy need not be a
member.
116. The instrument appointing a proxy and the power of Instrument of
attorney or other authority (if any) under which it is proxy to be

37
 signed or a notarial certified copy of the power of deposited at
authority shall be deposited at the registered office or office.
corporate office of the Company not less than forty eight
hours before the time for holding the person named in the
instrument proposes to vote and in default, the
instrument of proxy shall not be treated as valid.
117. Every instrument of proxy whether for a specified Form of proxy.
meeting or otherwise shall as nearly as circumstances will
admit, be as provided in the Companies (Management
and Administration) Rules, 2014.
118. A vote given in accordance with the terms of an When vote by
instrument of proxy shall be valid notwithstanding the proxy valid
previous death of the principal or revocation of the proxy though authority
or transfer of the share in respect of which vote is given, revoked.
provided no intimation in writing of the death, revocation
or transfer shall have been received at registered office or
corporate office before the meeting.
119. No member shall be entitled to vote either personally or Votes of
by proxy at any general meeting or meetings of a class of members whose
shareholders or upon a poll unless all calls or other sums calls are in
presently payable by him in respect of shares held by him arrears.
having been paid on in respect of which the company has
and has exercised a right or lien.
120. No objection shall be raised to the qualification of any Objection to
voter except at the meeting or adjourned meeting at qualification of
which the vote objected to is given or tendered and every voter.
vote not disallowed at such meeting shall be valid for all
purposes any such objection made in due time shall be
referred to the Chairman of the meeting and the
Chairman of the meeting shall be the sole judge of the
validity of every vote tendered at such meeting.

DIRECTORS
121. Until otherwise determined by a general meeting, the Number of
number of directors shall not be less than three or more Directors
than fifteen.
122. Any trust deed for securing debenture or debenture Debenture
stocks may if so arranged provide for the appointment Directors
from time to time by the trustees thereof or by the holders

38
 of the debentures stocks of some person to be a Director of
the Company and may empower such trustees or holders
or debentures or debenture stock from time to time to
remove any Directors so appointed. The Director
appointed under this Article is herein referred as
“Debenture Director” and the term “Debenture Director”
means the Director for the time being in office under this
Article. The Debenture Director shall not be bound to
hold any qualification shares and shall not be liable to
retire by rotation. The Trust Deed may contain such
ancillary provisions as may be arranged between the
Company and the Trustees and all such provisions shall
have effect notwithstanding any other provisions herein
contained.
123. Notwithstanding anything to the contrary contained in Nominated
these Articles, so long as any moneys remain owing by Directors
the Company to any Public Financial Institution as
defined in Section 2(72) of the Act or so long as any such
public financial institution continues to hold debentures
in the Company by direct subscription or private
placement, or so long as any such public financial
institution holds shares in the Company as a result of
underwriting or direct subscription or so long as any
liability of the Company arising out of any guarantee
furnished by any such public financial institution on
behalf of the Company remains outstanding, such public
financial institution shall have a right to appoint from
time to time, any person or persons or Directors is / are
hereinafter referred to as “Nominee Director/s”, on the
Board of the Company and to remove from such office
any person or persons “so appointed and to appoint any
person or persons” in his or their place/s.

The Board of Directors of the Company shall have no

power to remove from office the Nominee Director/s. At
the option of a lending financial institution such Nominee
Director/s shall not be required to hold any share
qualification in the Company. Also at the option of such
lending financial institution such Nominee Director/s
shall not be liable to retirement by rotation of Directors.
Subject as aforesaid, the Nominee Director(s) shall be

39
entitled to the same rights and privileges and be subject to
the same obligations as any other Director of the
Company.

The Nominee Director/s so appointed shall hold the said

office only so long as any moneys remain owing by the
Company to such lending financial institution or so long
as such lending financial institution holds Debentures in
the Company as a result of direct subscription or private
placement or so long as such lending financial institution
holds shares in the Company as a result of underwriting
or direct subscription or the liability of the Company
arising out of any Guarantee the moneys owing by the
Company to such lending financial institution is paid off
or furnished by such lending financial institution.

The Nominee Director/s appointed under this Article will

be entitled to receive all notices of and attend all General
Meetings Board Meetings and of the meetings of the
Committee of which the Nominee Director/s is/are
member/s as also the minutes of such meetings. Such
lending financial institution shall also be entitled to
receive all such notices and minutes.

The Company shall pay to the Nominee Director/s sitting

fees and expenses which the other Directors of the
Company are entitled but if any other fees, commission,
monies or remuneration in any form is payable to the
Directors of the Company, the fees, commission, monies
and remuneration in relation to such Nominee Directors
shall accrue to such lending financial institution and the
same shall accordingly be paid by the Company directly
to such lending financial institution. Any expenses that
may be incurred by such lending financial institution or
such Nominee Directors in connection with their
appointment or Directorship shall also be paid or
reimbursed by the Company to such lending financial
institution or as the case may be to such Nominee
Directors.

Provided that if any such Nominee Director is an officer

of such lending financial institution the sitting fees, in

40
 relation to such Nominee Director shall also accrue to
such lending financial institution and the same shall
accordingly be paid by the Company directly to such
lending financial institution.

Provided also that in the event of the Nominee Director/s

being appointed as whole-time Director/s such Nominee
Director/s shall exercise such powers and duties as may
be approved by the Lenders and have such rights as are
usually exercised or available to a whole-time director, in
the management of the affairs of the Borrower. Such
Nominee director/s shall be entitled to receive such
remuneration, fees, commission and monies as may be
approved by the Lenders.
124. If and when any mortgage of the properties and Mortgage
undertaking of the Company is created, the mortgagee or Director
mortgagees may have the right to appoint and from time
to time remove and reappoint a director or directors in
accordance with the provisions of the Indenture of
Mortgage. The Directors appointed under this Article are
referred to as the “Mortgagee Directors” and shall not be
bound to hold any qualification shares and shall not be
liable to retire by rotation or removed by the Company
and the term “Mortgagee Director” means the Director for
the time being in office under this Article.

125. The Directors shall not be required to hold any shares as Qualification of
qualification shares. Directors
126. Every director may be paid remuneration either by way of Remuneration of
a monthly payment or at a specified percentage of the net Directors.
profits of the Company or partly by the other.
127. The directors may allow and pay to any director who Travelling
travel for the purpose of attending and returning from expenses
meeting of the Board of Directors or any committee incurred by
thereof, general meeting or in connection with the Directors on
business of the Company his travelling and hotel and Company’s
other expenses incurred by him in consequence or for the business.
purpose of his attendance and in connection with the
business of the Company in addition to his fees for
attending such meetings specified above and other

41
 remuneration payable to him.
128. If any director, being willing, shall be called upon to go or
reside outside his place or residence for the Company’s
business or otherwise perform extra services, the
Directors may subject to the provisions or Sections 197 of
the Act, arrange with such Directors for such special
remuneration for such services, either by way of salary or
commission or by a percentage of profits, or the payment
of a fixed sum of money as may be either in additional to
or in substitution of his remuneration above provide. The
Directors shall also be entitled to be repaid and
reimbursed any travelling or other expenses incurred in
connection with the business and affairs of the Company.
129. The Continuing Director may act notwithstanding any Directors may
vacancy in their body but so that if the number falls below act not
the minimum above, fixed the Directors shall not except withstanding
for the purpose of filling vacancies or to call a general vacancy.
meeting act so long as the number is below the minimum.
130. The Directors shall have power at any time and from time Powers of
to time to appoint any person as a Director as an addition Directors to
to the Board but so that the total number of Directors appoint
shall not at any time exceed the maximum fixed as above. additional
But any Director so appointed shall hold office only until directors.
the next following annual general meeting of the
Company or the last date on which the annual general
meeting should have been held, whichever is earlier and
shall then be eligible for re-election.
131. The Directors of the Company may appoint an Alternate Alternate
Director to act for a director (hereinafter called “Original Directors
Director”) during his absence for a period of not less than
three months from India in which meeting of the directors
are held. An Alternate Director appointed under this
Article shall not hold office as such for a period longer
than that permissible to the Original Director in whose
place ha has been appointed and shall vacate office if and
when the Original Director returns to such state. If the
term of office of the Original Director is determined
before he returns to such state any provision in the Act or
in these Articles for the automatic re-appointment shall
apply to the Original Director and not to the Alternate
Director.

42
132. If the office of any Directors appointed by the company in Power of
general meeting is vacated before his term of office Directors to fill
expires in the normal in course, the resulting causal in casual
vacancy may be filled by the Board of Directors at a vacancy.
meeting of the Board. Any person so appointed shall hold
office only upto the date which the Director in whose
place he is appointed would have held office, if had not
been vacated as aforesaid.

DISQUALIFICATION OF DIRECTORS
133. Subject to Section 167 of the Act, the office of a director Disqualification
shall become vacant if ;

(a) he incurs any of the disqualifications specified in

section 164; or
(b) he absents himself from all the meetings of the Board
of Directors held during a period of twelve months
with or without seeking leave of absence of the Board;
or

(c) he acts in contravention of the provisions of section

184 relating to entering into contracts or arrangements
in which he is directly or indirectly interested; or
(d) he fails to disclose his interest in any contract or
arrangement in which he is directly or indirectly
interested, in contravention of the provisions of section
184; or
(e) he becomes disqualified by an order of a court or the
Tribunal constituted under ; or
(f) he is convicted by a court of any offence, whether
involving moral turpitude or otherwise and sentenced
in respect thereof to imprisonment for not less than six
months, regardless of whether such director has filed
an appeal against the order of the court; or
(g) he is removed in pursuance of the provisions of this
Act; or
(h) he, having been appointed a director by virtue of his
holding any office or other employment in the
holding, subsidiary or associate company, ceases to

43
 hold such office or other employment in that
company; or

REMOVAL OF DIRECTORS
134. (a) The Company may by an ordinary resolution remove Power to remove
a Director (not being a Director appointed by the directors by
Tribunal in pursuance of Section 242 of the Act or ordinary
debenture director or mortgage director nominated resolution.
director) before the expiry of his period of the office.
(b) Special notice shall be required of any resolution to
remove a Director under this Article or to appoint
somebody instead of a Director so removed at the
meeting at which he is removed.
(c) A vacancy created by the removal of a Director under
this Article may if he had been appointed by the
Company in General Meeting or by the Board, be filled
by the appointment of another director in his stead by
the meeting at which he was removed provided
special notice of the intended appointment has been
given under sub-clause (b). A director so appointed
shall hold office until the date upon which his
predecessor would have held office if he had not been
removed as aforesaid.

ROTATION OF DIRECTORS
135. Not less than two-third of the total number of Directors of Retirement of
the Company shall be persons whose period of office is Directors to
liable to determination by retirement of directors by retire annually.
rotation and save as otherwise expressly provided in the
Act and these Articles, be appointed by the Company in
General meetings. The remaining shall be appointed in
accordance with the provisions of these articles.
Independent Directors appointed as per the provisions of
the Act shall not be counted in the total number of
Directors for the purpose of this Article.
136. At every Annual General meetings of the Company one Number of
third of such of the Directors for the time being as are Directors to
liable to retire by rotation or, if their number is not three retire annually.
or a multiple of three then the number nearest to one third
shall retire.
137. Subject to the provisions of Sections 161 and 169 of the Ascertainment of

44
 Act, the Directors liable to retire by rotation under Article Directors retiring
135 at every Annual General Meeting shall be those who by rotation and
have been longest in office since last appointment, but as filling of
between persons who become Directors on the same day, vacancies.
those who are to retire shall in default of subject to any
agreement among themselves be determined by lot.
138. A retiring Director shall be eligible for re-election. Eligibility for re-
election.
139. The Company at the Annual General Meeting at which a Appointment of
Director retires in manner aforesaid may fill up the successors.
vacated office by electing the retiring Directors or some
other person thereto.
140. If the place of the retiring Director is not so filled up and Provision in
the meeting has not expressly resolved not to fill the default of
vacancy, the meeting shall stand adjourned till the same appointment.
day in the next week, at the same time and place, or if that
day is a National Holiday, till the next succeeding day
which is not a National Holiday, the same time and place.
141. If the adjourned meetings also the place of the retiring Retiring
director is not filled up and that meeting also has not Directors when
expressly resolved not to fill the vacancy the retiring deemed to be re-
director shall be deemed to have been re-appointed at the appointed.
adjourned meetings, unless :
(a) at the meeting or at the previous meeting resolution
for the re-appointment of such director had been put
to the meeting and lost.
(b) The retiring director, has by a notice in writing
addressed to the company or its Board of Director
expressed his unwillingness to be so re-appointed
(c) He is not qualified or is disqualified for appointment.
(d) A resolution whether special or ordinary is required
for the appointment or re-appointment by virtue of
any provisions of the Act; or
(e) The provisions of Section 162 of the Act is applicable
to the case,
142. No person, not being a retiring director shall be eligible, Notice of
for election to the office of director at any General candidature for
meetings unless he or some other member intending to Directorship.
propose him has at least fourteen clear days before the

45
 meeting left at the Registered Office a notice in writing
under his hand signifying his candidature for the office of
director of the intention of such member to propose him.
The Company shall inform the member of the candidature
of a person for the office of director intention of a member
to propose such person as a candidate for the office as
required by Section 160 of the Act.
143. Every person who has been appointed to hold the office of Consent to be
a director shall on or before the appointment furnish to filed with the
the company a consent in writing to act as such. The company and
Company shall within thirty days of the appointment of a Registrar.
director, file such consent with the Registrar. .
144. The Company shall keep at its Registered Office and a
Register containing the particulars of its Directors and
other persons, if any mentioned in Section 170 of the Act
and shall within the period of 30 days mentioned in the
said Section send to the registrar a return containing the
particulars specified therein and shall otherwise comply
with the provisions of the said section in all respects.

145. (a) Every Director of the Company (including Key Disclosure by

Managerial Personnel shall, within 30 (thirty) days of Director of
his appointment to and relinquishment of any of the appointment to
above offices in any other body corporate disclose to any other body
the company the particulars relating his offices in the corporate.
other body corporate which are required to be
specified under Section 170 of the Act.
(b) Every Director and every person deemed to be Certificate of
Director of Company shall give notice to the Company Disclosure by
of such matters relating to himself as may be necessary Directors of
for the purpose of enabling the Company to comply shares and
with the provisions of that Section. debentures of the
Company, etc.
MEETINGS OF THE BOARD OF DIRECTORS
146. The directors may meet together for the discharge of Meeting of
business, adjourn and otherwise regulate their meetings Directors
and proceedings from time to time as they deem fit.
Provided further that a meeting of Board of Directors
shall be held at least four times in a year.

46
147. Notwithstanding anything mentioned in these Articles, Meeting by
the Company may hold Board Meeting(s) or Committee Electronic Mode.
Meeting(s) with participation of entitled persons by
electronic mode including voting and any other incidental
thing(s) by electronic mode as may be permitted under
applicable laws.
148. The Director may at any time and Secretary shall upon Who may call a
such request of any director call a meeting of the meeting of
Directors at such place as he may think fit for the disposal Directors.
of business. Notice of every meeting of the Board of
Directors of the Company shall be given in writing to
every director for the time being in India and at his usual
address in India to every other director.
149. The quorum for a meeting of the Board of Directors of the Quorum.
Company shall be one third of its total strength or two
Directors whichever is higher and the participation of the
directors by video conferencing or by other audio visual
means shall also be counted for the purposes of quorum.
Provide that where at any times number of interested
Directors exceeds or is equal to two-third of the total
strength, the number of the remaining directors who are
not interested present at the meeting being not less than
two, shall be the quorum during such time.
150. If a meeting of the Board cannot be held for want of a Adjournment of
quorum then the meeting shall adjourned to to the same meeting for want
day at the same time and place in the next week or if that of quorum.
day is a National Holiday, till the next succeeding day,
which is not a National Holiday, at the same time and
place.
151. A meeting of the Directors for the time being at which a Power of a
quorum is present shall be competent to exercise all or meeting at which
any of the authorities, powers and discretion by or under quorum is
these articles are for the time being vested in exercisable present.
by the Directors generally.
152. The directors may elect a Chairman of their meetings and Chairman
determine the period for which he is to hold office, but if
no such Chairman is elected, or if at any meeting the
Chairman is not present within fifteen minutes after time
appointed for holding the meeting or is unwilling to act
as Chairman of the meeting, then the directors present
shall choose one of their member to be the Chairman of

47
 such meeting.
153. The question arising at any meeting of Directors shall be How questions
decided by a majority of vote. In case of an equality of to be decided.
votes the chairman will have a second or casting vote.
154. (a) The Board may, subject to the provisions of Section 179 Delegation of
and other applicable sections, if any of the Act, delegate powers to
any of its powers to committees or sub-committee or committee etc.
sub-committees consisting of such member or members
of their body as they think fit and they may from time
to time revoke and discharge any such committee or
sub-committee, either wholly or in part and either as to
persons or purposes, but every such committee shall in
the exercise of the powers so delegate, confirm to any
regulations that may from time to time be imposed by
the Board. All acts done by any such committee in
conformity with such regulations and in fulfillment of
the purposes of their appointment but not otherwise
and have the like force and effect as if done by the
Board.
(b) The Board may from time to time delegate all or any of
the powers and authorities to any officer of the
Company except those powers which under the Act or
by these presents are required to be exercised or
performed by the Board.
155. The meetings and proceeding of any such committee or Proceedings of
sub-committee consisting of two or more members shall Committee
be governed by the provisions herein contained for
regulating the meetings and proceedings of the Directors
so far as the same are applicable thereto are not
superceded by any regulations made by the Board under
the last preceding Article.
156. A resolution shall be a valid and effectual as if it had been Resolution by
passed at a meeting of the Directors or for the Committee circulation.
thereof duly called and constituted if it is circulated in
draft together with necessary papers if any to all the
Directors or to all the members of the Committee then in
India (not being less number than the quorum fixed for a
meeting of the Board of Committee as the case may be)
and to all other Directors or Members at their usual
address in India and has been approved by such of the
Directors as are in India or by a majority of such of them

48
 as are entitled to vote on the resolution.
157. All acts done by any meeting of the Directors, or of a Proceedings
Committee of Directors of or by any person acting as a valid inspite of
Director, shall notwithstanding that it may afterwards be defects.
discovered that there was some defects in the
appointment of any one or more such Directors or of any
person acting as aforesaid, or that they or any of them
were of was disqualified be a valid as if every such
Director or person had been duly appointed and was
qualified to be a Director or a Members of a Committee.
Provided that nothing in this Article shall be deemed to
give validity to act of a person aforesaid after his
appointment has been shown to be invalid.

MINUTES
158. (1) The company shall cause Minutes of all proceedings
of every general meeting and of all proceedings of
every meetings of its Board of Director of every
Committee of the Board to be kept by making, within
thirty days of the conclusion of every such meeting
concerned or passing of resolution by postal ballot,
entries thereof in the books kept for the purpose with
their page consecutively numbered. In no case the
minutes of the proceedings of any meeting shall be
attached to any such book by pasting or otherwise.
(2) Each page of every such books shall be initialed or
signed and the last page of the record of proceedings
of each meeting in such book shall be dated and
signed.
(a)in the case of minutes of proceedings of a meeting
of the Board or of a committee thereof, by the
Chairman of the next succeeding meeting.
(b) In the case of minutes of proceedings of a General
Meeting by the Chairman of the same meeting
within the said thirty days or in the event of the
death or inability of that Chairman within that
period by a Director duly authorized by the Board
for the purpose.
(3) (a) The Minutes of each meetings shall contain and a
correct summary of the proceedings thereat.

49
 (b) All appointments of officers made at any of the
meeting aforesaid shall be included in the minutes
of the meeting.
(c) In the event of a meeting of the Board of
Directors or of a committee thereof, the minutes
shall also contain. :
(i) the name of the Directors members of the
Committee present at the meeting; and
(ii) in the case of each resolution passed at a
meeting of the directors or members of the
committee, if any, dissenting from or not
concurring with the resolution.

BORROWING POWERS
159. Subject to Section 179 and 180 of the Act, the Director Power to borrow
may raise or borrow any sum or sums of money for the
purpose of the Company and may secure payment or
repayment of the same in such manner and upon such
terms and conditions as directors think fit and in
particular by the creation of any hypothecation, pledge
or charge on and over the Company’s stock, book-debts
and other moveable property.

Provided that the Director shall not without the sanction

of a General Meeting of the company borrow any sum of
money where the moneys to be borrowed together with
money already borrowed by the company (apart from
temporary loans obtained from the company’s bankers in
the ordinary course of business) will exceed the
aggregate of the paid up capital of the company and its
free reserves that is to say, reserves not set apart for any
specify purpose and the resolution passed in the General
Meeting shall specify the total amount upto which
moneys may be borrowed by the Directors.
160. The Directors may raise or secure the repayment of such Director may
money in such manner and upon such terms and secure
conditions in all respect as it thinks fit and in particular, repayment of
by the creation and issue of mortgages, charges or moneys.
debenture stock or in the issue of debentures secured or
upon all or any part of the undertaking property and
rights of the company (both present and/or future)

50
 including the uncalled capital or by making giving,
accepting, drawing or endorsing on behalf of the
company any promissory notes or bills of exchange.
161. Every Debenture or other instrument issued by the Debentures
company for securing the payment of money may be so
framed that the moneys thereby secured shall be
assigned free from all equities between the company and
the person to whom the same may be issued. Any
debenture, debenture-stock, bond, or other instrument or
security may be issued at a discount, premium or
otherwise and may be issued on condition that they shall
be convertible into shares of any denomination and with
any special privileges as to redemption, surrender,
drawing and allotment of shares or otherwise. Provided
that the debentures with the right to conversion into or
allotment of shares shall not be issued without the
consent of the company in General Meeting.
162. Subject to the provision of the Act and these Articles, the Indemnity
Directors or any of them or any other persons who shall
become personally liable for the payment of any sum
primarily due from the company, the directors may
execute or cause to be executed any mortgage, charge or
security for or affecting the whole or any part of the
assets of the company by way of Indemnity to secure the
directors or the persons so becoming liable as aforesaid
from any loss in respect of such liability.
163. The Directors shall cause a proper register to be kept, in Register of
accordance with the provisions of Section 81 of the Act, mortgage and
of all mortgages, debentures and charges specifically debenture to be
affecting the property of the company and shall cause the kept.
requirements of Sections 77 to 87 (inclusive) of the Act in
that behalf to be duly complied with, so far as they are
required to be complied with by the Directors. A sum of
Rs. 100 shall be payable by any person other than a
creditor or member of the company for inspection at any
one time of the said Register.

DIRECTOR MAY CONTRACT WITH THE COMPANY

164. Subject to the provisions of Section 164, 184 and 188 and Directors may
other applicable provisions, if any, of the Act and the contract with
Rules the Directors (including a Managing Director, if company.

51
 any) shall not be disqualified by reason of his or their
office as such from contracting with the company either
his or their office as such from contracting with the
company either as vendor, purchaser, lender, agent,
broker, underwriter, lessor or lease or otherwise nor shall
any such contract, of any contract or arrangement
entered into by or on behalf of the company with any
Director or with any company or partnership of or in
which any Director shall be a member or otherwise
interested be avoided not shall any director so
contracting or being such member or so interested be
liable to account to the company for any profit realized
by such director holding that office or of the fiduciary
relation thereby established but the nature of the interest
must be disclosed by him or them at the meeting of
directors at which contract or arrangement is determined
on, if the interest then exist or in any other case at first
meeting of directors after the acquisition of the interest.
Provided nevertheless that no director shall vote as a
director in respect of any contract of arrangement in
which he is interested as aforesaid an if he does so his
vote shall not be counted but be shall be entitled to be
present at the meeting during the transaction of the
business in relation to which he is precluded from voting
although he shall not be counted for the purpose of
ascertaining whether there is a quorum of directors
present. This proviso shall not apply to contract by or on
behalf of the company to give to the directors or any of
them any security by way of indemnity against any loss
which they or any loss which they or any of them may
suffer by becoming or being sureties for the company.
165. (a) For the purpose of Section 184 of the Act and Article General notice
164 a general notice given to the Board by a Director, sufficient
to the effect that he is a director or member of a
specified body corporate or is a member of a specified
firm and is to be regarded as concerned or interested
in any contract or arrangement which may, after the
date of the notice, be entered into with the body
corporate or firm, shall be deemed to be sufficient
disclosure of the concern or interest in relation to any
contract or arrangement so made.
(b) Any such general notice shall expire at the end of the

52
 Financial Year in which it is given, but may be
renewed for further period of one Financial Year at a
time, by a fresh notice given in the last month of the
Financial Year in which it would otherwise have
expired.
(c) No such general notice and no renewal thereof shall
be of effect unless either it is given at meeting of the
Board, or Directors concerned takes reasonable steps
to secure that it is brought up and read at the first
meeting of the Board after it is given.
166. The Company shall in accordance with Section 189 of Register of
the Act, keep one or more Register or Registers and contracts in
shall enter therein separately such of the particulars which Directors
as may be relevant to all contracts and arrangements are interested.
having regard to the application thereto of Section
184 or Section 188 of the Act, as the case may be. The
Register aforesaid shall also specify in relation to each
Director of the Company the names of the firm and
bodies corporate of which notice has been given by
him under Section 184 of the Act.
The Register or Registers aforesaid shall be kept at the
Registered Office of the Company and shall be open
to inspection at such office and extracts may be taken
therefrom and copies thereof may be required by any
shareholder of the company to the same extent in the
same manner and on payment of the same free as in
the case of Register of Members of the company and
the provisions of Section 94 of the Act shall apply
accordingly.

POWER OF THE DIRECTORS

167. The management and control of the business of the Power Director
company shall be vested in the directors who may
exercise all such powers of the company and do all such
acts and things as are not, by the Act, or any statutory
modification thereof for the time being in force or by any
other Act, or by the Memorandum or by these Articles,
required to be exercised by the company in general
meeting subject nevertheless to any regulation of these
Articles to the provisions of the Act, or any statutory
modification thereof for the time being in force or any

53
 other act and to such regulations, being not inconsistent
with the aforesaid regulations or provisions as may be
prescribed by the company in General meeting but no
regulation made by the Company in general meeting
shall invalidate any prior act of the Board which would
have been valid if that regulation had not been made.
Provided that the Board of Directors shall not except
with the consent of the company in general meeting.
(a) sell, lease or otherwise dispose of the whole, or
substantially the whole of the undertaking of the
company or where the company owns more than one
undertaking of the whole, or substantially the whole
of any such undertaking;
(b) invest otherwise than in trust securities the amount of
compensation received by it as a result of any merger
or amalgamation,
(c) Borrow moneys in excess of the limits provided in
Article;
(d) Contribute, to charitable and other funds not directly
relating any amounts the aggregate of which will in
any Financial Year, exceed five percent of its average
net profits, as determined in accordance with the
provisions of the Act, during the three Financial Years
immediately preceding.
168. (1) Without derogating from the powers vested in the Certain powers
Board of Directors under these Articles, the Board to be exercised
shall exercise the following powers on behalf of the by this Board
company and they shall do so only by means of only at meetings.
resolution passed at meetings of the Board.
(a) to make calls on shareholders in respect of
money unpaid on their shares;
(b) to authorise buy-back of securities under
section 68;
(c) to issue securities, including debentures,
whether in or outside India;
(d) to borrow monies;
(e) to invest the funds of the company;
(f) to grant loans or give guarantee or provide

54
 security in respect of loans;
(g) to approve Financial Statement and the Board’s
report;
(h) to diversify the business of the company;
(i) to approve amalgamation, merger or
reconstruction;
(j) to take over a company or acquire a controlling
or substantial stake in another company;

Provided that the Board may by resolution passed at

a meeting, delegate to any committee of directors or
the Managing Director or any other principal officer
of the company or a principal officer of any of its
branch offices, the powers, specified in (d) to (f) of
this clause to the extent specified below, on such
conditions as the Board may prescribe.

(2) Every resolution delegating the power referred to in

clause (1)(d) shall specify the total amount
outstanding at any one time up to which money may
be borrowed by the delegates; provided, however,
that where the company has an arrangement with its
bankers for the borrowing moneys by way of
overdraft, cash credit or otherwise, the actual day to
day operations of the overdraft, cash credit or other
accounts by means of which the arrangement made is
availed of shall not require the sanction of the Board.

(3) Every resolution delegating the power referred to in

clause (1)(e) shall specify the total amount upto which
the funds may be invested and the nature of the
investment which may be made, by the delegates.

(4) Every resolution delegating the power referred to in

clause (1)(f) shall specify the total amount up to
which loans may be made by the delegates, the
purpose for which the loans may be made for each
such purpose in individual cases.

(5) Nothing in this Article contained shall be deemed to

affect the right of the company in General Meeting to

55
 impose restrictions and conditions on the exercise by
the Board of any of the powers referred to in (a), (c),
(d), (e) and (f) of clause (1) above.
169. Without prejudice to the general power conferred by Specific powers
Articles 159 to 168 and so as not in any way to limit or to the Board.
restrict those powers and without prejudice to the other
powers conferred by these Articles, but subject to the
restrictions contained in the last preceding two Articles,
Directors shall have the following that is to say power:
(1) To pay and charge to the capital account of the To pay
Company any commission or interest lawfully Commission and
payable thereat under the provisions of Section 40 of interest
the Act.
(2) Subject to the provisions of Section 179 and 188 of the To acquire
Act, to purchase or otherwise acquire for the property
Company any property, rights or privileges which the
Company is authorized to acquire, at or for such price
or consideration and generally on such terms and
conditions as they may think fit; and in any such
purchase or other acquisition, to accept such title as
may find reasonably satisfactory and to pay wholly or
partially in cash or by issue of shares in lieu of cash.
(3) To purchase or take on lease for any term or terms of To purchase or
years, or otherwise acquire any mills or factories or take on lease
any land or lands, with or without buildings and out
houses in or thereon, situated in any part of India at
such prices or rent and under subject to any such
terms and conditions as the directors may think fit
and in any such purchase, lease or other acquisition
to accept such title as the directors may believe or
may be advised to be reasonably satisfactory.
(4) At their discretion and subject to the provisions of the To pay for
Act, to pay for any property, right or privileges property in
acquired by or services rendered to the Company, debentures etc.
either wholly or partially, in cash or in shares, bonds,
debentures, mortgages or other securities of the
company and any such shares may be issued either as
fully paid up and any such bonds, debentures,
mortgages or other securities may be either
specifically charged upon all or any part of the
property of the company and its uncalled capital or

56
 not so charged.
(5) To insure and keep insured against loss or damage by To open
fire or otherwise for such period and to such extent as properties
they may think proper all or any part of the
buildings, machinery, goods, stores, produce and
other movable property of the company either
separately or jointly; also to insure all or any portion
of the goods, produce, machinery and other articles
imported or exported by the company and to sell,
assign, surrender or discontinue any policies of
assurance effected in pursuance of this power.

(6) To open accounts with any bank or bankers or with To open

any company, firm or individual and to pay money accounts.
into and draw money from any such account from
time to time as the directors may think fit.

(7) To secure the fulfillment of any contracts, agreements To secure

or engagements entered into by the company by contracts by
mortgages or charge of all or any of the property of mortgage.
the company and its uncalled capital for the time
being or in such manner as they may think fit.

(8) To appoint any person or persons (whether To appoint

incorporate or not) to accept and hold in trust for the Trustees.
company any property belonging to the company, or
in which it is interested, or for any other purpose and
to execute and do all such acts such trust to provide
for the remuneration of such trustee or trustees.

(9) To institute, conduct, defend, compound, or abandon To bring and

any legal proceedings by or against the company or defend action
its officers, or otherwise concerning the affairs of the etc.
company and also to compound and allow time for
payment or satisfaction of any debts due, or of any
claims or demands by or against the company and to
refer any claims or demands by or against the
company or any difference to arbitration and observe
and perform any awards made thereon.
(10) To act on behalf of the company in all matters To act in matters
relating to bankrupts and insolvents. relating to
insolvents

57
(11) To make and give receipts, release and other To give receipts.
discharges for to give receipts moneys payable to the
company and for the claims and demand of the
company.
(12) Subject to the provisions of Section 179, 180, and To invest
185 of the Act, to invest and deal with any moneys, of moneys
the company not immediately required for the
purposes thereof, upon such security (not being
shares of this company) or without security and in
such manner as they may think fit and from time to
time to vary or release such investments, save as
provided in Section 187 of the Act, all investments
shall be made and held in the company’s own name.
(13) To execute in the name and on behalf of the To give security
company in favour of any director or other person by way of
who may incur or be about to incur any personal indemnity
liability whether as principal or surety, for the benefit
of the company, such mortgages of the company’s
property (present and future) as they think fit; and
any such mortgage may contain a power of sale and
such other powers, provisions, covenants and
agreements as shall be agreed upon.
(14) To determine from time to time who shall be To authoise
entitled to sign, on the company’s behalf, bills, notes, signing of
receipts, acceptances, endorsements, cheques, receipts,
dividends, rents, releases, contracts and products and cheques, etc.
to give the necessary authority for such purpose.
(15) To distribute by way of bonus amongst the staff of To give
the company, a share or shares in the profit of the percentages
company and to give to any officer or other person
employed by the company a commission on the
profits of any particular business or transaction; and
to charge such bonus or commission as part of the
working expenses of the company.
(16) To provide for the welfare of directors or ex- To give
directors or employees of the company and the wives, gratuities etc.
widow and families or the dependants or connections
of such persons by building or contributing to the
building of houses, dwellings or chawls, or by grants
of moneys, pensions gratuities, allowances, bonus or
other payments or by creating and from time to time

58
 subscribing or contributing to provident and other
associations, institutions, funds, or trusts and by
providing or subscribing or contributing towards
places of instruction and recreation, hospitals and
dispensaries, medical and other attendance and other
assistance as the directors shall think fit. And to
subscribe or contribute or otherwise to assist or to
guarantee money to charitable, benevolent, religious,
scientific, national or other institutions, objects or for
any exhibition, or for any public, general or useful
object.
(17) Before recommending any dividend, to set aside To establish
out of the profits of the company such sums, as they reserve funds
think proper for depreciation, to a Depreciation Fund,
or to any Special Fund to meet contingencies or to
repay debentures or debenture-stock, or for special
dividends or for equalizing dividends, or for
repairing improving, extending and maintaining any
part of the property of the company and for such
other purposes (including the purposes referred to in
the preceding clauses) as the Board of Directors may,
in their absolute discretion think conducive to the
interests of the company and to invest the several
sums also set aside or so much thereof as required to
be invested upon such investments (other than shares
of the company) as they may think fit and from time
to time deal with and vary such investments and
dispose of and apply and expand all or any part
thereof for the benefit of the company in such manner
and for such purpose as the Board of Directors in
their absolute discretion, think conducive to the
interest of the company notwithstanding that the
matters to which the Board of Directors apply or
upon which they expend the same or any part thereof
may be matters to or upon which the capital moneys
of the company might rightly be applied or expended
and to divide the Reserve Fund into such special
funds as the Board of Directors may think fit and to
employ the assets constituting all or any of the above
funds, accounts, including the Depreciation Fund, in
the business of the company or in the purchase or
repayment of debentures or debenture-stock and that

59
 without being bound to keep the same separate from
the other assets and without being bound to pay or
allow interest out of the same, with power however
to the Board of Directors at their discretions to pay or
allow to the credit of such fund interest at such rate as
the Board of Directors may think proper.
(18) To appoint, at their discretion, remove or suspend, To appoint
such managers, secretaries, officers, assistants, officers, etc.
supervisors, clerks, agents and servants or
permanent, temporary or special services as they may
from time to time think fit and to determine their
powers and duties and fix their salaries, emoluments
or remuneration and to require security in such
instances for to such amount as they may think fit.
And also without prejudice as aforesaid from time to
time to provide for the management and transaction
of the affairs of the company in any specified locality
in India or elsewhere in such manner as they
conferred by this sub-clause.
(19) To comply with the requirements of any local law Local Laws.
which in their opinion it shall in the interest of the
company be necessary or expedient to comply with.
(20) From time to time and at any time to establish any Local Board
Local Board for managing any of the affairs of the
Company in any special locality in India or elsewhere
and to appoint any persons to be members of such
Local Board or any managers or agents and to fix
their remuneration.
(21) Subject to the provisions of Section 179 of the Act Delegation of
and Article 168 from time to time and at any time, to powers to Local
delegate to any such Local Board or any member or Board etc.
members thereof or any managers or agents so
appointed any of the powers, authorities and
discretions for the time being vested in the Board of
Directors and to authorize the members for the time
being of any such Local Board, or any of them to fill
up any vacancies and any such appointment or
delegation under clause (20) of this Article may be
made on such terms and subject to such conditions as
the Board of Directors may at any time remove any
persons so appointed and may annual or vary any

60
 such delegation.
(22) At any time and from time to time by Power of Power of
Attorney under the seal of the company to appoint Attorney
any person or persons to be the Attorney or
Attorneys of the company for such purposes and with
such powers, authorities and discretions and for such
period and subject to such conditions as the Board of
Directors may from time to time think fit.
(23) Subject to Section 188 of the Act for or in relation to May enter into
any of the matters aforesaid or otherwise for the contracts etc.
purposes of the company to enter into all such
negotiations and contracts and rescind and vary all
such contracts and execute and do all such acts, deeds
and things in the name and on behalf of the company
as they may consider expedient for or in relation to
any of the matters aforesaid or otherwise for the
purposes of the company.
(24) Generally subject to the provisions of the Act and Delegation of
these Articles, to delegate the powers, authorities and powers.
discretions vested in the directors to any officer,
person, firm, company or fluctuating body of persons
as aforesaid.
(25) From time to time make, vary and repeal bye-laws May make bye-
for regulation of business of the company its officers laws
and servants.
(26) Subject to the provisions of the Act and these To accept
presents, to accept from any members on such terms surrender of
and conditions as shall agreed, surrender of the shares.
shares or stock or any part thereof.
(27) Subject to Section 188 of the Act to appoint To appoint
purchase and/or selling Agents for the purchase sale selling for
of company’s requirements and products purchasing
respectively. agents.
(28) To pay the costs, charges an expenses preliminary To pay
and incidental to the promotion, establishment and preliminary
registration of the company. expenses
(29) To act as Trustees in composition of the company’s To act as
debtors. Trustees.
(30) To provide from time to time for the management To provide for

61
 of the affairs of the company in India or abroad in management in
such manner as they think fit and in particular to abroad.
appoint any persons to be the attorneys or agents of
the company with such powers (including power to
sub-delegate) and upon such terms as may be
thought fit.
(31) To enter into and carry into effect any scheme of To enter into
amalgamation of the company with any other contracts of
company or any scheme of compromise or amalgamation.
arrangement duly approved by the members and
sanctioned by a competent authority according to
law.
(32) And generally to do and sanction all such acts, General.
deeds, matters and things, exercise all powers or
discretion in respect of all such arrangement for or in
relation to any of the matters aforesaid or otherwise
for the purpose or as are necessary, incidental or
conducive to the attainment of all or any of the
objects of the company.

MANAGING DIRECTOR
170. Subject to the provisions of Section 196 and 197 and other Managing
applicable provisions of the Act, the Board of Directors Director
shall have power to appoint from time to time one or
more of their body to be Managing Director or Directors
of the company for a fixed term not exceeding five years
at a time. In addition to the fee payable to the Managing
Director for sitting of the Board, the Board of Directors
may decide (unless otherwise stipulated by the
agreement entered into in this behalf) the remuneration
payable to the Managing Director by way of fixed
monthly payment or by way of participation in profits or
by any or all modes and as aforesaid subject to the
limitations imposed by the Act.
171. The directors may from time to time entrust to and Powers and
confer upon Managing Director(s) for the time being Managing
such of the powers and discretions exercisable under Director(s).
these articles by the Directors as they think fit and may
confer these powers, and discretions for such time,
objects and purposes and upon such terms and
conditions and with such restrictions as they think

62
 expedient and they may confer such powers either
collaterally with or to the exclusion of and in substitution
for all or any of the powers of the directors in that behalf
and may from time to time revoke, withdraw, alter or
vary all or any of the power so entrusted. Unless and
until otherwise determined, the Managing Directors may
exercise all the powers exercisable by the Directors save
such power as are specifically required to be exercised by
the Directors themselves under provision of the Act and
these Articles.

WHOLE TIME DIRECTORS

172. (a) Subject to the provision of the Act, the company shall Whole time
be entitled from time to time any appoint and/or Director.
employ any director of the company as a whole-time
director and/or as head of any department of the
company and/or in any other capacity and for such
period and on such remuneration as may be decided
upon the Board of Directors shall from time to time
confer upon such appointee such powers as they may
think fit from time to time to revoke and/or modify
the same and to suspend and/or remove such
appointee.
(b) The Board of Directors shall be entitled from time to
time subject nevertheless to the provision of the Act;
to delegate any powers exercisable by them to any
director of the company and from time to time to
revoke and/or modify the same.

KEY MANAGERIAL PERSONNEL

173. Subject to the provisions of the Act,—
(i) A chief executive officer, manager, company secretary
or chief financial officer may be appointed by the Board
for such term, at such remuneration and upon such
conditions as it may thinks fit; and any chief executive
officer, manager, company secretary or chief financial
officer so appointed may be removed by means of a
resolution of the Board;

(ii) A director may be appointed as chief executive officer,

manager, company secretary or chief financial officer.

63
 (iii) A provision of the Act or these regulations requiring
or authorising a thing to be done by or to a director and
chief executive officer, manager, company secretary or
chief financial officer shall not be satisfied by its being
done by or to the same person acting both as director and
as, or in place of, chief executive officer, manager,
company secretary or chief financial officer.
SECRETARY
174. (a) The directors may from time to time appoint and at Secretary.
their discretion remove, a person to perform any
function which by the Act or the Articles for the time
being of the company are to be performed by the
Secretary and to execute and other duties which may
think fit from time to time be assigned to the
Secretary by the Directors.

COMMON SEAL
175. The directors shall provide a common seal for the Directors to
purpose of the company and shall have power from time provide a
to time to destroy the same and substitute a new seal in common seal
lieu thereof and the directors shall provide for the safe and its custody.
custody of the seal for the time being.
176. *&The seal shall never be used except by the authority of Use of the seal.
the Board of Directors or a committee of the Board as
may be authorised and every deed or other instrument,
to which a seal of the company is required to be affixed,
shall be signed by one director alteast in whose presence
the seal shall have been affixed, unless the same is
executed:

a. by a duly constituted attorney for the company and

the Seal is affixed in his presence; or
b. by a representative duly authorized in that behalf by
a resolution of the Board or of any Committee of the
Board and the Seal is affixed in presence of such
representative.

Provided nevertheless that the certificate of shares

issued by the company shall be sealed and signed as

64
 provided in the following Article.

177. Every Share Certificate shall, subject to the regulations Share

prescribed under the Companies (Share Capital and Certificates how
Debentures) Rules, be issued under the seal of the executed.
company which shall be affixed in the presence of :
(a) two directors or persons acting under duly registered
power of Attorney; and
(b) the Secretary or some other person appointed by the
Board for the purpose. The two directors or the
attorney and the Secretary or other person shall sign
the share certificate provided that, if the composition
of the board permits it, atleast one of the aforesaid
two directors shall be a person other than a managing
or whole time director.

A director may sign a share certificate by affixing his

signature thereon by means of any machine, equipment
or other mechanical means such as engraving in mental
or lithography but not by means of a rubber stamp,
provided that the director shall be responsible for the safe
custody of such machine, equipment or other material
used for the purpose.

DIVIDENDS
178. Subject to the rights of holders of preference shares and Dividends
other shares, if any issued upon special conditions and
subject to the provisions of these presents as to reserve,
depreciation and other funds to be set apart by the
Directors, the profits of the company (after making
provision for carrying out balance for the next year) shall
be advisable among the members in proportion to the
amount of capital paid up on the shares held by them
respectively provided always that any capital paid on a
share during the period in respect of which a dividend is
declared shall only entitle the holder of such share to an
apportioned amount of such dividend as from the date of
payment 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.
179. Where capital is paid up in advance of calls, such capital Capital paid-up

65
 shall not while carrying interest, confer a right to in advance.
participate in profits.
180. Except or otherwise provided in proviso to Section 123 of Dividends to be
the Act, no dividend shall be declared or paid by the paid out of
company for any Financial Year except out of profits of profits only.
the company for that year after providing for
depreciation in accordance with provisions of Sub-
section (1) of Section 123 of the Act, or out of the profits
of the company for any previous Financial Year or years
arrived at after providing for depreciation in accordance
with these provisions and remaining undisturbed or out
of both or out of money provided by the Central
Government or State Government for the payment of
dividend in pursuance of a guarantee given by that
Government. No dividend shall carry interest as against
the company.
181. Subject as aforesaid in Article 178 Directors may from Interim
time to time pay to the members such interim dividends dividends.
as appear to them to be justified by the profits of the
company.
182. The Directors shall lay before the company in general Directors to
meeting a recommendation as to the amount, if any, recommend
which they consider should be paid by way of dividend dividends.
and the company in general meeting may declare a
dividend to be paid to the members according to their
respective rights and interests in the profits but such
dividend shall not exceed the amount recommended by
the Directors and the declaration of the directors as to the
amount of net profits shall be conclusive.
183. When a dividend has been declared it shall be paid by Dividend to be
cheque, dividend warrant or electronic mode shall be paid within
posted to the members within thirty days of the date of thirty days.
declaration of dividend.
184. No dividend shall be payable except in cash, cheque or To be paid in
warrant provided that profits or reserves of the company cash only.
may be capitalized for the purpose of issuing fully paid
up bonus shares or paying up any amounts for the time
being unpaid on any shares held by the members of the
company.
185. The declaration of the directors as to the amount of the What to be

66
 net profits of the company be conclusive. deemed net
profit.
186. No member shall be entitled to receive payment of any No member to
interest or dividend in respect of his share or shares, receive dividend
whilst any money may be due or owing from him to the whilst indebted
company in respect of such share or shares or otherwise to the company
on account of any debts, liabilities or engagements of the and company’s
member to the company either alone or jointly with any right to
other person or persons and directors may deduct from reimbursement
the interest or dividend payable to any member all sums thereof.
of money so due from him to the company.
187. A transfer of shares shall not pass the right to any Effect of transfer.
dividend declared thereon before the registration of the
transfer.
188. The directors shall have a right to demand from any Right to demand
registered shareholder before paying him any dividend proof.
to prove that he is in possession of shares at the time of
declaration of dividend and that he has not sold the
shares non-dividend after such declaration.
189. The directors may from time to time make calls upon Dividends and
shares (subject to provisions of these articles) in respect call together
of any capital for the time being unpaid thereon and may
determine that any dividend recommended by them
instead of being paid or disturbed in cash shall be
applied in payment of such calls and thereupon subject
to the sanction of General Meeting such dividends shall
without any further or other authority to so applied. If
the directors shall so determine a General meeting shall
not have power to declare such dividends to be paid or
applied otherwise than in accordance with the directors
such determination.
190. (a) The directors may retain the dividends payable upon Retention in
shares in respect of which any person is under the certain cases.
transmission clause entitled to become a member or
in respect of which any person under that clause is
entitled to transfer, until such person shall become a
member in respect thereof or shall duly transfer the
same.
(b) The directors may retain any dividend on which the
company has a lien and may apply the same in or
towards satisfaction of the debts, liabilities or

67
 engagement in respect of which the lien exists.
191. Unless otherwise directed, any dividend may be paid by Dividend how
electronic mode, cheque, warrant sent through the post paid
to the registered address of the member or person
entitled or in the case of joint holding and every cheque
or warrant so sent shall be made payable to the order of
the person to whom it is sent.
192. The company shall not be responsible for the loss of any Company not
cheque or dividend warrant or postal order sent by post responsible for
in respect of dividends, whether by request or otherwise, loss of cheques,
at the registered address or the address communicated to dividend
the office before hand by the member or for any warrant ect.
dividend lost to the member or person entitled thereto by
the forged endorsement or any cheque or warrant or the
fraudulent recovery thereof by any other means. No
unclaimed dividend shall be forfeited by the Board
unless the claim thereto becomes barred by law and the
company shall company with all the provisions of
Section 124 of the Act in respect all unclaimed or unpaid
dividend.
193. A notice of the declaration of any dividend, whether Notice of
interim or otherwise shall be given to the holder of dividend
registered shares in manner herein provided.
194. The directors may at their discretion before
recommending or declaring any dividend or bonus out
of or in respect of the earnings or profits of the company
for any year or other period, cause to be reserved or
retained and set aside out of such profits such sum as
they may think proper to form one or more reserve funds
to meet contingencies of depreciation in the value of the
property of the company or for renovation, replacement
or for modernization of plant and machinery or for
equalizing dividends, or for providing against losses,
meeting of claims or liabilities of the company or for such
other purposes as the directors may in their absolute
discretion think conducive to the interests of the
company and the directors shall have full power to
employ the assets constituting the reserve fund in the
business of the company without being bound to keep
the same separate from the other assets. The directors
may also carry forward any profits which they may think

68
 prudent not to divide without setting them aside as
reserves.
Only the ordinary shareholders shall be entitled to the
distribution of reserves or undisturbed profits, whether
in the form of dividends or bonus or bonus shares or
distribution in any other form or manner.

ACCOUNTS
195. The company shall keep at the Registered Office, proper Accounts to be
books of account with respect to : kept.
(a) all sums of money received and expended by the
company and the matters in respect of which the
receipt and expenditure take place.
(b) All sales and purchases of goods by the company,
and
(c) the assets and liabilities of the company
(d) the items of cost as may be prescribed under section
148 in the case of a company which belongs to any
class of companies specified under that section
196. The Books of Accounts of the company relating to period Books of
of not less than eight years immediately preceding the Account to be
current year shall be preserved in good order. preserved for
eight years.
197. The Directors shall from time to time determine whether Limitation as to
and to what extent and at what times and places and right of
under what conditions and regulations the accounts and inspection of the
books of the company or any of them shall be open to books.
inspection of members, not being a director and no
member not being a director shall have any right of
inspecting any account or book or document of the
company except as conferred by statue or authorized by
the directors or by the company in general meeting. The
directors can refuse permission without being liable to
give reasons for the same.
198. The directors shall lay before each Annual General Statement of
Meeting of the Company a Profit & Loss Account for the Accounts to be
Financial Year of the company and a Balance Sheet made furnished at
up as at the end of the Financial Year which shall be a Annual General
date which shall not precede the day of the meeting by Meeting.
more than six months or such extended period as shall

69
 have been granted by the Registrar under the provisions
of the Act.
199. The Financial Statements of the company shall give a Financial
true and fair view of the State of Affairs of the company Statements
as at the end of the Financial Year and shall, subject to
the provisions of Section 129 of the Act, be in the form set
out in Schedule III of the Act or as near thereto as the
circumstances admit.

200. There shall be attached to statements laid before a Board’s report.

company in general meeting, a report by its Board of
Directors containing such details as prescribed in Section
134 and prescribed in such other applicable provisions.
The Board’s report and any addendum thereto shall be
signed by not less than two directors or by the Chairman
of the Board of Directors if authorized in that behalf by
the Board.

ANNUAL RETURNS

CAPITALISATION OF PROFITS
201. (a) The company in General Meeting may, upon the Capitalisation
recommendation of the Board resolve :-
(i) that it is desirable to capitalize any part of the
amount for the time being standing to the credit of
any of the company’s reserve accounts, or
otherwise credit of the Profit & Loss Account, or
otherwise available for distribution and
(ii) that such sum be accordingly set free for
distribution in the manner specified in clause (b)
amongst the members who would have been
entitled thereto if distributed by way of dividend
and in the same proportions.
(b) The sum aforesaid shall not be paid in cash, but shall
be applied, subject to the provisions contained in
clause (c) either in or towards :
(i) paying up any amounts for the time being unpaid
on any shares held by such members respectively;
(ii) paying up in full, unissued shares of the company

70
 to the allotted and distributed, credit as fully paid
up, to and amongst such members in the
proportions aforesaid; or
(iii)partly in the way specified in sub-clause (i) and
partly in that specified in sub-clause (ii).
(c) Where the Company issues shares at a premium,
whether for cash or otherwise, a sum equal to the
aggregate amount of value of the premium on these
shares shall be transferred to an account to be called
“the securities premium account”, and the provisions
of the Act relating to the reduction of the Share Capital
of the Company shall except as provided in this
Article, apply as if the securities premium account
were paid up share capital of the Company.
(d) A securities premium account may, notwithstanding
anything contained in clause (c) above, be applied by
the Company:
(i) In paying up unissued shares of the Company to be
issued to members of the Company as fully paid
bonus shares;
(ii) In writing off the preliminary expenses of the
Company;
(iii) In writing off the expenses of, or the commission
paid or discount allowed on, any issue of shares or
debentures of the Company; or
(iv) In providing for the premium payable on the
redemption of any redeemable preference shares or
any debentures of the Company;
(v) For the purchase of its own shares or other
securities as provided under Section 68 of the Act.
(e) Capital redemption reserve account may, for the
purposes of this article, only be applied in the paying
up of unissued shares to be issued to members of the
company as fully paid bonus shares.
(f) The Board shall give effect to the resolution passed by
the company in pursuance of this article.
202. (a) Where such a resolution as aforesaid shall have been Board may make
passed, the Board shall : appointments
(i) make all appropriations and application of the etc.
undivided profits resolved to be capitalized

71
 thereby and allotments and issue of fully paid
shares and;
(ii) generally do all acts and things required to give
effect thereto.
(b) The Board shall have full powers :
(i) entitled thereto, into an agreement with the
company providing for allotment to them
respectively, credited as fully paid up of any
further shares to which they may be entitled upon
such capitalization or (as the case may require) for
the payment 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 amount
remaining unpaid on their existing shares.
(c) Any agreement made under such authority shall be
effective and binding on all such members.

AUDIT
203. Financial Statements shall be audited by one or more Examination of
auditors to be appointed as hereinafter provided. accounts.
204. As regards the appointment and remuneration, To comply
qualification and disqualification, removal, powers, rights sections 224 to
and duties of Auditors, the directors and the Auditors 231 of the Act.
shall have regard to Sections 139 to 148 of the Act.
205. Financial statements of the company when audited and Conclusiveness
approved by a general meeting of the company shall be of accounts
conclusive except as regards any error discovered therein
within three calendar months next after the approval
thereof. Whenever any such error is discovered within
that period the accounts shall forthwith be corrected and
henceforth shall be conclusive.

DOCUMENT AND NOTICE

206. A document or notice may be served or given by the Notice to joint
company to the joint holders of a share by serving or holders
giving document or notice to the joint holder named first
in the register in respect of the share.
207. A document or notice may be served or given by the Notice to

72
 company on or to the persons entitled to a share in persons entitled
consequence of the death or insolvency of a member by to shares in
sending it through the post in prepaid letter addressed to consequences of
them by name or by the title of representatives of the death or
deceased or assignee of the insolvent or by any like insolvency of a
description, at the address (if any) in India supplied for member.
the purpose by the persons claiming to be so entitled or
(until such an address has been so supplied) by serving
the document or notice in any manner in which it might
have been given if the death or insolvency had not
occurred.
208. Every person who by operation of law, transfer or other Transferees etc.
means whatsoever shall become entitled to any security, bound by prior
shall be bound by every notice in respect of such share notice.
which previously to his name and address being entered
on the register shall be duly given to the person from
whom be derives his title to such share.
209. Any notice or document delivered or sent by post to or Notice valid
left at the registered address of any member in through member
pursuance of these present shall notwithstanding such deceased.
members be then deceased and whether or not the
company has notice of his death, be deemed to have been
duly served in respect of any registered shares, whether
held solely or jointly with other persons by such member
until some other person be registered in his stead as the
holder or joint holder thereof and such service shall for
all purposes of these presents be deemed a sufficient
services of such notice or document on his or her heirs,
executors or administrators and all persons, if any,
jointly interested with him or her in any such share.
210. Any document or notice to be served given by the Document or
company, may be signed by a director or some person notice by
duly authorized by the Board of Directors or a committee company and
if so authorized for such purpose and the signature signature
thereto may be written, printed or lithographed. thereto.
211. Where a given number of days notice or notices How time to be
extending over any other period, is required to be given counted
the day of services shall unless it is otherwise provided
be counted in such number of days or other period.
212. All documents or notice to be served or given by Service of
members on or to the company or officer thereof shall be document or

73
 served or given by sending it to the company or officer at notice by
the Registered Office of the company by post or by member.
Registered Post or by leaving it at its Registered Office, or
by means of such electronic mode or other mode as may
be specified in the relevant Rules.
WINDING UP
213. Upon the winding up of the company the holders of Distribution of
preference shares if any shall be entitled to be paid all assets
arrears of preferential dividend to the commencement of
the winding up and also to be repaid the amount of
capital paid up or credited as paid up on such preference
shares held by them respectively in priority to the equity
shares but shall not be entitled to any other further rights
to participate in profit of shares, subject as aforesaid and
the rights of any other holders of shares entitled to
receive preferential payment over the equity shares shall
be entitled to be repaid the amount of capital paid up or
credited as paid up on such shares and all surplus assets
thereafter shall belong to the holders of the equity shares
in proportion of the amount paid up credited as paid up
on such equity shares respectively at the commencement
of the winding up. If the assets shall be insufficient to
repay the whole of the paid up equity capital such assets
shall be so distributed so that as nearly as may be the
losses shall be borne by the member holding equity
shares in proportion to the capital paid up or which
ought to have been paid up on the equity shares held by
them respectively at the commencement of the winding
up, other than the amounts paid by them in advance of
calls.
214. If the company shall be wound up whether voluntarily Distribution of
or otherwise, the liquidators may with the sanction of a assets in specie
special resolution of the company and any other sanction
required by the Act divide amongst the contributories in
specie or kind, and part of the assets of the company
trustees in upon such trusts for the benefits of the
contributors or any of them as the liquidators with the
like sanction shall think fit.

INDEMNITY
215. Every Director, Managing Director, Whole-time Director, Directors and

74
 Manager, Secretary and other Officer or employee or Others Right to
authorised representative of the Company shall be Indemnity
indemnified by the Company and for this purpose may
have relevant third party insurances procured by the
Company in their favour, for all costs, fees, penalty,
deposit, losses and expenses (including travelling
expenses) which such Director, Manager, Secretary,
Officer or employee or authorized representative may
suffer or is likely to suffer in any way during the course
of discharge of his duties including expenses and the
amount for which such indemnity is provided, shall
immediately attach as a lien on the property of the
Company and have priority between the members over
all other claims. Provided that no Director, Managing
Director, Whole-time Director, Manager, Secretary and
other Officer or employee or authorized representative of
the Company shall be entitled to be indemnified by the
Company or have insurance procured therefor in
circumstances where any amounts directly or indirectly
arise out of or in connection with any fraud, gross
negligence, breach of trust or material and willful default
on the part of such Director, Managing Director, Whole-
time Director, Manager, Secretary and other Officer or
employee or authorized representative of the Company.
216. Subject to the provisions of the Act, no Director, Director and
Managing Director, Wholetime Director or other Officer Other Officers
of the Company shall be liable for the acts, receipts, not Responsible
neglects or defaults of any other Director or Officer or for for the Acts of
joining inany receipt or other act for conformity or for Others
any loss or expenses happening to the Company through
insufficiency or deficiency of title to any property
acquired by order of the Directors for or on behalf of the
Company or for the insufficiency or deficiency of any
security in or upon which any of the nominees of the
Company shall be invested or for any loss or damage
arising from the bankruptcy, insolvency or tortuous act
of any person, company or corporation, within whom
any moneys, securities or effects shall be entrusted or
deposited or for any loss occasioned by any error of
judgment or oversight on his part or for any other loss or
damage or misfortune whatever which shall happen in
the execution of the duties or in relation thereto, unless

75
 the same happens through his own dishonesty.

An Independent Director, and a non-executive director

not being a promoter or a Key Managerial Personnel,
shall be liable only in respect of acts of omission or
commission, by the Company which had occurred with
his knowledge, attributable through Board processes, and
with his consent or connivance or where he has not acted
diligently.

SOCIAL OBJECTIVE
217. The Company shall have among its objectives the Social Objective
promotion and growth of the national economy through
increased productivity, effective utilization of material
and manpower resources and continued application of
modern scientific and managerial techniques in keeping
with the national aspirations and the Company shall be
mindful of its social and moral responsibilities to the
consumers, employees, shareholders, society and the local
community.
SECRECY CLAUSE
218. No member shall be entitled to visit or inspect any of the
property of the company without the permission of the
directors or without notice or to require discovery of or
any information respecting any detail of the company’s
trading or any matter which is or 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
any which in the opinion of the Board, it will be
inexpedient in the interest of the member of the company
to communicate to the public.

76
We, the several person, whose names and address are subscribed, are desirous of
being formed into a company in pursuance of these Articles of Association and
we respectively agree to take number of shares in the capital of the company set
apposite to our respective names :
Name, address, description of Number of Signature Name, address and
and occupation of each shares taken of description of witness
Subscriber by each Subscriber
Subscriber

Ramesh Kumar Mandawewala 10 (Ten) Sd/- Vinod Shah

S/o. Laxminarayan Equity Shares S/o. Vadilal Shah
Mandawewala Company Secretary
121-A, Mittal Tower, 102-A, Amardeep
Nariman Point, Mahal,
Mumbai – 400 021. Nanda Patkar Road,
Vile parle (East),
Mumbai – 400 057.

Balkrishan Goenka 10 (Ten) Sd/- Vinod Shah

S/o. Shri Gopiram Goenka Equity Shares S/o. Vadilal Shah
121-A, Mittal Tower, Company Secretary
Nariman Point, 102-A, Amardeep
Mumbai – 400 021. Mahal,
Nanda Patkar Road,
Vile parle (East),
Mumbai – 400 057.

Total 20 (Twenty)

Mumbai, Dated 10th January, 1985.

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