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 ..... iptions 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 of subscriber Signature, name, address, description and o ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... pany 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: 4th The liability of the member(s) is limited. 5th Every member of the company undertakes to contribute: (i) to the assets of the comp ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e 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...................... C.D. of........Merchant Signed before me: Signature...................... E.F. of........Merchant Signed before me: Signature...................... G.H. of........Merchant Signed before me: Signature................. ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ......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 (Applicable in case of one person company) Dated.............................. the day of ............................. TABLE -F ARTICLES OF ASSOCIATION OF A COMPANY LIMITED BY SHARES Interpretation I. (1) In these regulations (a) the Act means the Companies Act, 2013, (b) the seal means the common seal of the company. ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... he 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 these regulations or by law otherwise provided) any other rights in respect of any share except an absolute right to the entirety thereof in the registered holder. 5. (i) The company may exercise the powers of paying commissions conferred by sub-section (6) of section 40, provided that the rate per cent. or the amount of the commission paid or agr ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 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 transfer. (iii) The purchaser shall not be bound to see to the application of the purchase money, nor shall his title to the shares be affected by any irregularity or invalidity in the proceedings in reference to the sale. 12. (i) The proceeds of the sale shall be received by the company and applied in payment of such part of the amount in respect of which the lien exists ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... s 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 (a) the transfer of a share, not being a fully paid share, to a person of whom they do not approve; or (b) any transfer of shares on which the company has a lien. 21. The Board may decline to recognise any instrument of transfer unless (a) the instrument of transfer is in the form as prescribed in rules made under sub-section (1) of section 56; (b) the instrument of transfer is accompanied by the ce ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... at 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, until the requirements of the notice have been complied with. 27. In case of a One Person Company (i) on the death of the sole member, the person nominated by such member shall be the person recognised by the company as having title to all the shares of the member; (ii) the nominee on becoming entitled to such shares in case of the member s death shall be informed of such event by the Board of the company; (iii) such nominee shal ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 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 fixed time, whether on account of the nominal value of the share or by way of premium, as if the same had been payable by virtue of a call duly made and notified. Alteration of capital 35. The company may, from time to time, by ordinary resolution increase the share capital by such sum, to be divided into shares of such amount, as may be specified in the resolution. 36. Subject to the provisions of section 61, the company may, by ordinary resolution, (a) consol ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 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 premium account and a capital redemption reserve account may, for the purposes of this regulation, be applied in the paying up of unissued shares to be issued to members of the company as fully paid bonus shares; (E) The Board shall give effect to the resolution passed by the company in pursuance of this regulation. 40. (i) Whenever such a resolution as aforesaid shall have been passed, the Board shall (a) make all appropriations and applications of the undivided profits resolved to be capitalised thereby, and all all ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ect 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 shall be signed and dated by the member; (iii) the resolution shall become effective from the date of signing such minutes by the sole member. Adjournment of meeting 49. (i) The Chairperson may, with the consent of any meeting at which a quorum is present, and shall, if so directed by the meeting, adjourn the meeting from time to time and from place to place. (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 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ase 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 writing of such death, insanity, revocation or transfer shall have been received by the company at its office before the commencement of the meeting or adjourned meeting at which the proxy is used. Board of Directors 60. The number of the directors and the names of the first directors shall be determined in writing by the subscribers of the memorandum or a majority of them. 61. (i) The remuneration of the directors shall, in so far as it consists of a monthly payment, be deemed to accrue from day-to-day. (ii) In addition to the remuneration payable to them in pursuance of the Act, t ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 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 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. 72. (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, the members present may choose one of their members to be Chairperson of the meeting. 73. (i ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ef 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 affixed in their presence. 2 [ Explanation. 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. ] Dividends and Reserve 80. The company in general meeting may declare dividends, but no dividend shall exceed the amount recommended by the Board. 81. Subject to the provisions of section 123, the Board may from time to ti ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 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 and places and under what conditions or regulations, the accounts and books of the company, or any of them, shall be open to the inspection of members not being directors. (ii) 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 law or authorised by the Board or by the company in general meeting. Winding up 90. Subject to the provisions of Chapter XX of the Act and rules made thereunder (i) If the company shall be wound up, the liquidator may, with the sanction of a special resolution of the company and any other sanction required by the Act, divide amongst the me ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... PITAL Interpretation I. (1) In these regulations (a) the Act means the Companies Act, 2013; (b) the seal means the common seal of the company. (2) Unless the context otherwise requires, words or expressions contained in these regulations shall have the same meaning as in the Act or any statutory modification thereof in force at the date at which these regulations become binding on the company. Members II. 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, whenever the company or the business of the company requires it, register an increase of members. 2. The subscribers to the memorandum and such other persons as the Board shall admit to membership shall be members of the company. General meetings 3. All general meetings other than annual general meeting shall be called extraordinary general meeting. 4. (i) The Board may, whenever it thinks fit, call an extraordinary general meeting. (ii) If at any time directors capable of acting who are sufficient in number to form a quorum are not within India, any director or any two members of the company may call an extraordinary general meeting in the same ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 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. 14. A vote given in accordance with the terms of an instrument of proxy shall be valid, notwithstanding the previous death or insanity of the principal or the revocation of the proxy or of the authority under which the proxy was executed, or the transfer of the shares in respect of which the proxy is given: Provided that no intimation in writing of such death, insanity, revocation or transfer shall have been received by the company at its office before the commencement of the meeting or adjourned meeting at which the proxy is used. 15. A member may exercise his vote at a meeting by electronic means in accordance with section 108 and shall vote only once. 16. Any business other than that upon which a poll has been demanded may be proceeded with, pending the taking of the poll. Board of Directors 17. The number of the directors and the names of the first directors shall be determined in writing by the subscribers of the memorandum or a majority of them. 18. (i) The remuneration of the directors sh ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... y meet and adjourn as it thinks proper. (ii) Questions arising at any meeting of a committee shall be determined by a majority of votes of the members present, and in case of an equality of votes, the Chairman shall have a second or casting vote. 26. All acts done by any meeting of the Board or of a committee thereof or by any person acting as a director, shall, notwithstanding that it may be afterwards discovered that there was some defect in the appointment of any one or more of such directors or of any person acting as aforesaid, or that they or any of them were disqualified, be as valid as if every such director or such person had been duly appointed and was qualified to be a director. 27. Save as otherwise expressly provided in the Act, a resolution in writing, signed by all the members of the Board or of a committee thereof, for the time being entitled to receive notice of a meeting of the Board or committee, shall be as valid and effective as if it had been passed at a meeting of the Board or committee, duly convened and held. Chief Executive Officer, Manager, Company Secretary or Chief Financial Officer 28. Subject to the provisions of the Act, (i) A chief executive officer ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... . 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 I ARTICLES OF ASSOCIATION OF AN UNLIMITED COMPANY 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 - J ARTICLES OF ASSOCIATION OF AN UNLIMITED COMPANY AND NOT HAVING 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, whenever the company or the business of the company requires it, register an increase of members. 2. The subscribers to the memorandum and such other persons as the Board shall admit to membership shall be members of the company. 3. All the articles of Table H in Schedule I annexed to the Companies Act, 20 ..... X X X X Extracts X X X X X X X X Extracts X X X X
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