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TMI BlogSCHEDULE I - See sections 4 and 5X X X X Extracts X X X X X X X X Extracts X X X X ..... addresses, descriptions and occupations of subscribers No. of Shares taken by each subscriber Signature of subscriber Signature, names, addresses, descriptions and occupations of witnesses A.B. of........Merchant .............. Signed before me: Signature...................... C.D. of........Merchant .............. Signed before me: Signature...................... E.F. of........Merchant .............. Signed before me: Signature...................... G.H. of........Merchant .............. Signed before me: Signature...................... I.J. of........Merchant .............. Signed before me: Signature...................... K.L. of........Merchant .............. Signed before me: Signature...................... M.N. of........Merchant .............. Signed before me: Signature...................... Total shares taken: _____________ _____________ 7th I, whose name and address is given below, am desirous of forming a company in pursuance of this memorandum of association and agree to take all the shares in the capital of the company (Applicable in case of one person company):-- Name, address, description and occupation of subscriber Signature o ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... : Signature...................... 7th I, whose name and address is given below, am desirous of forming a company in pursuance of this memorandum of association (Applicable in case of one person company):-- Name, address, description and occupation of subscriber Signature of subscriber Signature, name, address, description and occupation of witness A.B. ........Merchant Signed before me: Signature...................... 8th Shri/Smt............., son/daughter of .................., resident of............ aged............ years shall be the nominee in the event of death of the sole member (Applicable in case of one person company) Dated............................ the day of .............................. TABLE -C MEMORANDUM OF ASSOCIATION OF A COMPANY LIMITED BY GUARANTEE AND HAVING A SHARE CAPITAL 1st The name of the company is "..................................Limited/Private Limited". 2nd The registered office of the company will be situated in the State of.................................. 3rd (a) The objects to be pursued by the company on its incorporation are:-- (b) Matters which are necessary for furtherance of the objects specified in clause 3(a) are:- ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ....... 9th Shri/Smt.............., son/daughter of .................., resident of............ aged............ years shall be the nominee in the event of death of the sole member (Applicable in case of one person company) Dated............................ the day of........................... TABLE -D MEMORANDUM OF ASSOCIATION OF AN UNLIMITED COMPANY AND NOT HAVING SHARE CAPITAL 1st The name of the company is "..................................Company". 2nd The registered office of the company will be situated in the State of.................................. 3rd (a) The objects to be pursued by the company on its incorporation are:-- (b) Matters which are necessary for furtherance of the objects specified in clause 3(a) are:-- 4th The liability of the member(s) is unlimited. 5th We, the several persons, whose names and addresses are subscribed are desirous of being formed into a company in pursuance of this memorandum of association. Names, addresses, descriptions and occupations of subscribers Signature of subscriber Signature, names, addresses, descriptions and occupations of witness A.B. of........Merchant Signed before me: Signature..................... ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... . C.D. of........Merchant .............. Signed before me: Signature...................... E.F. of........Merchant .............. Signed before me: Signature...................... G.H. of........Merchant .............. Signed before me: Signature...................... I.J. of.........Merchant .............. Signed before me: Signature...................... K.L. of........Merchant .............. Signed before me: Signature...................... M.N. of........Merchant .............. Signed before me: Signature...................... 7th I, whose name and address is given below, am desirous of forming a company in pursuance of this memorandum of association and agree to take all the shares in the capital of the company (Applicable in case of one person company):-- Name, address, description and occupation of subscriber Signature of subscriber Signature, name, address, description and occupation of witness A.B. ........Merchant Signed before me: Signature...................... 8th Shri/Smt..........., son/daughter of ...................., resident of............ aged............ years shall be the nominee in the event of death of the sole member (Appli ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ore than one certificate, and delivery of a certificate for a share to one of several joint holders shall be sufficient delivery to all such holders. 3. (i) If any share certificate be worn out, defaced, mutilated or torn or if there be no further space on the back for endorsement of transfer, then upon production and surrender thereof to the company, a new certificate may be issued in lieu thereof, and if any certificate is lost or destroyed then upon proof thereof to the satisfaction of the company and on execution of such indemnity as the company deem adequate, a new certificate in lieu thereof shall be given. Every certificate under this Article shall be issued on payment of twenty rupees for each certificate. (ii) The provisions of Articles (2) and (3) shall mutatis mutandis apply to debentures of the company. 4. Except as required by law, no person shall be recognised by the company as holding any share upon any trust, and the company shall not be bound by, or be compelled in any way to recognise (even when having notice thereof) any equitable, contingent, future or partial interest in any share, or any interest in any fractional part of a share, or (except only as by thes ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... hares) standing registered in the name of a single person, for all monies presently payable by him or his estate to the company: Provided that the Board of directors may at any time declare any share to be wholly or in part exempt from the provisions of this clause. (ii) The company's lien, if any, on a share shall extend to all dividends payable and bonuses declared from time to time in respect of such shares. 10. The company may sell, in such manner as the Board thinks fit, any shares on which the company has a lien: Provided that no sale shall be made-- (a) unless a sum in respect of which the lien exists is presently payable; or (b) until the expiration of fourteen days after a notice in writing stating and demanding payment of such part of the amount in respect of which the lien exists as is presently payable, has been given to the registered holder for the time being of the share or the person entitled thereto by reason of his death or insolvency. 11. (i) To give effect to any such sale, the Board may authorise some person to transfer the shares sold to the purchaser thereof. (ii) The purchaser shall be registered as the holder of the shares comprised in any such tr ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... um becomes payable. (ii) In case of non-payment of such sum, all the relevant provisions of these regulations as to payment of interest and expenses, forfeiture or otherwise shall apply as if such sum had become payable by virtue of a call duly made and notified. 18. The Board-- (a) may, if it thinks fit, receive from any member willing to advance the same, all or any part of the monies uncalled and unpaid upon any shares held by him; and (b) upon all or any of the monies so advanced, may (until the same would, but for such advance, become presently payable) pay interest at such rate not exceeding, unless the company in general meeting shall otherwise direct, twelve per cent. per annum, as may be agreed upon between the Board and the member paying the sum in advance. Transfer of shares 19. (i) The instrument of transfer of any share in the company shall be executed by or on behalf of both the transferor and transferee. (ii) The transferor shall be deemed to remain a holder of the share until the name of the transferee is entered in the register of members in respect thereof. 20. The Board may, subject to the right of appeal conferred by section 58 decline to register-- ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ect to transfer the share, he shall testify his election by executing a transfer of the share. (iii) All the limitations, restrictions and provisions of these regulations relating to the right to transfer and the registration of transfers of shares shall be applicable to any such notice or transfer as aforesaid as if the death or insolvency of the member had not occurred and the notice or transfer were a transfer signed by that member. 26. A person becoming entitled to a share by reason of the death or insolvency of the holder shall be entitled to the same dividends and other advantages to which he would been titled if he were the registered holder of the share, except that he shall not, before being registered as a member in respect of the share, be entitled in respect of it to exercise any right conferred by membership in relation to meetings of the company: Provided that the Board may, at any time, give notice requiring any such person to elect either to be registered himself or to transfer the share, and if the notice is not complied with within ninety days, the Board may thereafter withhold payment of all dividends, bonuses or other monies payable in respect of the share, u ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... f such person shall cease if and when the company shall have received payment in full of all such monies in respect of the shares. 33. (i) A duly verified declaration in writing that the declarant is a director, the manager or the secretary, of the company, and that a share in the company has been duly forfeited on a date stated in the declaration, shall be conclusive evidence of the facts therein stated as against all persons claiming to be entitled to the share; (ii) The company may receive the consideration, if any, given for the share on any sale or disposal thereof and may execute a transfer of the share in favour of the person to whom the share is sold or disposed of; (iii) The transferee shall thereupon be registered as the holder of the share; and (iv) The transferee shall not be bound to see to the application of the purchase money, if any, nor shall his title to the share be affected by any irregularity or invalidity in the proceedings in reference to the forfeiture, sale or disposal of the share. 34. The provisions of these regulations as to forfeiture shall apply in the case of non-payment of any sum which, by the terms of issue of a share, becomes payable at a fix ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... y capital redemption reserve account; or (c) any share premium account. Capitalisation of profits 39. (i) The company in general meeting may, upon the recommendation of the Board, resolve-- (a) that it is desirable to capitalise any part of the amount for the time being standing to the credit of any of the company's reserve accounts, or to the credit of the profit and loss account, or otherwise available for distribution; and (b) that such sum be accordingly set free for distribution in the manner specified in clause (ii) amongst the members who would have been entitled thereto, if distributed by way of dividend and in the same proportions. (ii) The sum aforesaid shall not be paid in cash but shall be applied, subject to the provision contained in clause (iii), either in or towards-- (A) paying up any amounts for the time being unpaid on any shares held by such members respectively; (B) paying up in full, unissued shares of the company to be allotted and distributed, credited as fully paid-up, to and amongst such members in the proportions aforesaid; (C) partly in the way specified in sub-clause (A) and partly in that specified in sub-clause (B); (D) A securities p ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... general meeting unless a quorum of members is present at the time when the meeting proceeds to business. (ii) Save as otherwise provided herein, the quorum for the general meetings shall be as provided in section 103. 45. The Chairperson, if any, of the Board shall preside as Chairperson at every general meeting of the company. 46. If there is no such Chairperson, or if he is not present within fifteen minutes after the time appointed for holding the meeting, or is unwilling to act as Chairperson of the meeting, the directors present shall elect one of their members to be Chairperson of the meeting. 47. If at any meeting no director is willing to act as Chairperson or if no director is present within fifteen minutes after the time appointed for holding the meeting, the members present shall choose one of their members to be Chairperson of the meeting. 48. In case of a One Person Company-- (i) the resolution required to be passed at the general meetings of the company shall be deemed to have been passed if the resolution is agreed upon by the sole member and communicated to the company and entered in the minutes book maintained under section 118; (ii) such minutes book shal ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... wed at such meeting shall be valid for all purposes. (ii) Any such objection made in due time shall be referred to the Chairperson of the meeting, whose decision shall be final and conclusive. Proxy 57. The instrument appointing a proxy and the power-of-attorney or other authority, if any, under which it is signed or a notarised copy of that power or authority, shall be deposited at the registered office of the company not less than 48 hours before the time for holding the meeting or adjourned meeting at which the person named in the instrument proposes to vote, or, in the case of a poll, not less than 24 hours before the time appointed for the taking of the poll; and in default the instrument of proxy shall not be treated as valid. 58. An instrument appointing a proxy shall be in the form as prescribed in the rules made under section 105. 59. A vote given in accordance with the terms of an instrument of proxy shall be valid, notwithstanding the previous death or insanity of the principal or the revocation of the proxy or of the authority under which the proxy was executed, or the transfer of the shares in respect of which the proxy is given: Provided that no intimation in wr ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... etings, as it thinks fit. (ii) A director may, and the manager or secretary on the requisition of a director shall, at any time, summon a meeting of the Board. 68. (i) Save as otherwise expressly provided in the Act, questions arising at any meeting of the Board shall be decided by a majority of votes. (ii) In case of an equality of votes, the Chairperson of the Board, if any, shall have a second or casting vote. 69. The continuing directors may act notwithstanding any vacancy in the Board; but, if and so long as their number is reduced below the quorum fixed by the Act for a meeting of the Board, the continuing directors or director may act for the purpose of increasing the number of directors to that fixed for the quorum, or of summoning a general meeting of the company, but for no other purpose. 70. (i) The Board may elect a Chairperson of its meetings and determine the period for which he is to hold office. (ii) If no such Chairperson is elected, or if at any meeting the Chairperson is not present within five minutes after the time appointed for holding the meeting, the directors present may choose one of their number to be Chairperson of the meeting. 71. (i) The Board m ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... any chief executive officer, manager, company secretary or chief financial officer so appointed may be removed by means of are solution of the Board; (ii) A director may be appointed as chief executive officer, manager, company secretary or chief financial officer. 78. 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. The Seal 79. (i) The Board shall provide for the safe custody of the seal. (ii) The seal of the company shall not be affixed to any instrument except by the authority of a resolution of the Board or of a committee of the Board authorised by it in that behalf, and except in the presence of at least two directors and of the secretary or such other person as the Board may appoint for the purpose; and those two directors and the secretary or other person aforesaid shall sign every instrument to which the seal of the company is so affixe ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... he Board may deduct from any dividend payable to any member all sums of money, if any, presently payable by him to the company on account of calls or otherwise in relation to the shares of the company. 85. (i) Any dividend, interest or other monies payable in cash in respect of shares may be paid by cheque or warrant sent through the post directed to the registered address of the holder or, in the case of joint holders, to the registered address of that one of the joint holders who is first named on the register of members, or to such person and to such address as the holder or joint holders may in writing direct. (ii) Every such cheque or warrant shall be made payable to the order of the person to whom it is sent. 86. Any one of two or more joint holders of a share may give effective receipts for any dividends, bonuses or other monies payable in respect of such share. 87. Notice of any dividend that may have been declared shall be given to the persons entitled to share therein in the manner mentioned in the Act. 88. No dividend shall bear interest against the company. Accounts 89. (i) The Board shall from time to time determine whether and to what extent and at what times a ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... E.F. of…………. Merchant Signed before me Signature……………. G.H. of………….Merchant Signed before me Signature……………. I.J. of………….Merchant Signed before me Signature……………. K.L. of………….Merchant Signed before me Signature……………. M.N. of………….Merchant Signed before me Signature……………. Dated the……..day of ………20…… Place: ................................ TABLE - G ARTICLES OF ASSOCIATION OF A COMPANY LIMITED BY GUARANTEE AND HAVING A SHARE CAPITAL 1. The number of members with which the company proposes to be registered is hundred, but the Board of Directors may, from time to time, register an increase of members. 2. All the articles of Table F in Schedule I annexed to the Companies Act, 2013 shall be deemed to be incorporated with these articles and to apply to the company. TABLE - H ARTICLES OF ASSOCIATION OF A COMPA ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... uorum is present, and shall, if so directed by the meeting, adjourn the meeting from time to time and from place to place. (ii) No business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. (iii) When a meeting is adjourned for thirty days or more, notice of the adjourned meeting shall be given as in the case of an original meeting. (iv) Save as aforesaid, and as provided in section 103 of the Act, it shall not be necessary to give any notice of an adjournment or of the business to be transacted at an adjourned meeting. Voting rights 10. Every member shall have one vote. 11. A member of unsound mind, or in respect of whom an order has been made by any Court having jurisdiction in lunacy, may vote, whether on a show of hands or on a poll, by his committee or other legal guardian, and any such committee or guardian may, on a poll, vote by proxy. 12. No member shall be entitled to vote at any general meeting unless all sums presently payable by him to the company have been paid. 13. (i) No objection shall be raised to the qualification of any voter except at the meeting or adjourned meetin ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... their number is reduced below the quorum fixed by the Act for a meeting of the Board, the continuing directors or director may act for the purpose of increasing the number of directors to that fixed for the quorum, or of summoning a general meeting of the company, but for no other purpose. 22. (i) The Board may elect a Chairperson of its meetings and determine the period for which he is to hold office. (ii) If no such Chairperson is elected, or if at any meeting the Chairperson is not present within five minutes after the time appointed for holding the meeting, the directors present may choose one of their members to be Chairperson of the meeting. 23. (i) The Board may, subject to the provisions of the Act, delegate any of its powers to committees consisting of such member or members of its body as it thinks fit. (ii) Any committee so formed shall, in the exercise of the powers so delegated, conform to any regulations that may be imposed on it by the Board. 24. (i) A committee may elect a Chairperson of its meetings. (ii) If no such Chairperson is elected, or if at any meeting the Chairperson is not present within five minutes after the time appointed for holding the meeting ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... t behalf, and except in the presence of at least two directors and of the secretary or such other person as the Board may appoint for the purpose; and those two directors and the secretary or other person aforesaid shall sign every instrument to which the seal of the company is so affixed in their presence. Explanation.--3[For the purposes of this sub-paragraph it is hereby clarified that on and from the commencement of the Companies (Amendment) Act, 2015 (21 of 2015), i.e. with effect from the 29th May, 2015, company may not be required to have the seal by virtue of registration under the Act and if a company does not have the seal, the provisions of this sub-paragraph shall not be applicable.] Note: The Articles shall be signed by each subscriber of the memorandum of association who shall add his address, description and occupation, if any, in the presence of at least one witness who shall attest the signature and shall likewise add his address, description and occupation, if any, and such signatures shall be in form specified below: Names, addresses, descriptions and occupations of subscribers Witnesses (along with names, addresses, descriptions and occupations) A.B. of&hel ..... X X X X Extracts X X X X X X X X Extracts X X X X
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