Professional Documents
Culture Documents
3. To train and pay for the training of the company’s employees or to recruit and
employ experts, advisors, consultants etc. in the interest of achieving the
Company’s objects.
6. To enter into any arrangement with the Government of India or with any State
Government or with other authorities / commissions, local bodies or public
sector or private sector undertakings, Financial Institutions, Banks,
International Funding Agencies and obtain such charters, subsidies, loans,
advances or other money, grants, contracts, rights, sanctions, privileges,
licenses or concessions whatsoever (whether statutory or otherwise) which the
Company may think it desirable to obtain for carrying its activities in
furthering the interests of the Company or its members.
10. To pay and provide for the remuneration, amelioration and welfare of persons
employed or formerly employed by the Company and their families providing
for pension, allowances, bonuses, other payments or by creating for the
purpose from time to time the Provident Fund, Gratuity and other Funds or
Trusts. Further to undertake building or contributing to the building of houses,
dwellings or chawls by grants of money, or by helping persons employed by
the Company to effect or maintain insurance on their lives by contributing to
the payment of premium or otherwise and by providing or subscribing or
contributing towards educational institutions, recreation, hospitals and
dispensaries, medical and other assistance as the Company may deem fit.
14. To pay out of the funds of the Company all costs, charges, expenses and
preliminary and incidental to the promotion, formation, establishment and
registration of the Company or other expenses incurred in this regard.
15. Upon and for the purpose of any issue of shares, debentures or any other
securities of the Company, to enter into agreement with intermediaries
including brokers, managers of Issue / commission agents and underwriters
and to provide for the remuneration of such persons for their services by way
of payment in cash or issue of shares, debentures or other securities of the
Company or by granting options to take the same or in any other manner as
permissible under the law.
16. Subject to provisions of Section 292, 293 and 372A of the Act, to advance
deposit or lend money, securities and properties to other company, body
corporate, firm, person or association with or without security, in the interest
of the Company and also to accumulate funds and to invest or otherwise
employ moneys belonging to the Company not immediately required; in the
purchase or acquisition of and securities or make other investments in
movable or immovable properties upon such terms as may be thought proper
and from time to time to realize / recover such investments in the manner as
the Company may think fit.
18. To make donations either in cash or in kind for such objects or causes as may
be directly or indirectly conducive to any of the Company’s objects or
otherwise expedient, subject to the provisions of the Companies Act, 1956.
19. To establish and maintain agencies, branch offices and local agencies, to
procure registration or recognition of the Company and to carry on business in
any part of India and world and to take such steps as may be necessary to give
the Company such rights and privileges in any part of the world as deemed
proper in the interest of the Company.
21. To issue or allot fully or partly paid shares in the capital of the Company in
payment or part payment of any movable or immovable property purchased or
otherwise acquired by the Company or any services rendered to the company.
22. Subject to the provisions of the Companies Act, 1956 or any amendment or re-
enactment thereof in the event of winding up to distribute among the members
in specie any property of the Company or any proceeds of sale on disposal of
any property in accordance with the provisions of the Act.
(b) The paid-up capital of the Company shall be minimum of Rs. --- lakh.
We, the several persons whose names, addresses and descriptions are subscribed,
are desirous of being formed into a Company in pursuance of this Memorandum
of Association and we respectively agree to take the number of shares in the
Capital of the Company set opposite to our respective names:
1.
2.
Total
Place: Delhi
Date:
PRIVATE COMPANY
3. A. The Company is a Private Company within the meaning of Section 3 (1) (iii)
of Companies Act, 1956 and accordingly:
(a) The right to transfer shares of the Company is restricted in the manner
hereinafter provided.
(b) The number of members of the Company exclusive of persons who are in the
employment of the Company, and persons, who having been formerly in
the employment of the Company were members of the Company while in
that employment and have continued to be members after the
employment ceased shall be limited to Fifty. Provided that where two or
more persons hold one or more shares in the Company jointly, they shall
for the purpose of this Article be treated as a single member.
(c) No invitation shall be issued to the public to subscribe for any shares in, or
debentures of the Company.
(d) The Company shall not invite or accept deposits from persons other than
its Members, Directors or their relatives.
3.B. No shares shall be transferred to any person other than the members so long
as the existing members are willing to purchase. In case of transfer of the
shares the transferor shall give Notice to the Company and the shares shall
be first offered to the members and will be transferred to the members
willing to purchase the same. In absence of any such willingness to purchase
the shares by any of the existing members, the Directors may dispose off
such shares as they may deem fit. \
SHARE CAPITAL
4. (i) The Authorised Share Capital of the Company shall be of such amount and of
such description as is stated for the time being or at any time, in the
Memorandum of Association of the Company and the Company shall have
power to increase or reduce the share capital from time to time in accordance
with the regulations of the Company and legislative provisions for the time
being in force in this behalf and subject to the provisions of the Act, the
shares in the capital of the Company for the time being, whether original or
increased or reduced, may be divided into classes, with any preferential,
deferred, qualified and other rights, privileges, conditions or restrictions,
attached thereto whether in regard to dividend, voting, return of capital or
otherwise.
(a) Subject to the provisions of the Act and all other applicable
provisions of law, the Company may issue shares, either equity or
any other kind with non-voting rights and the resolutions
authorising such issue shall prescribe the terms and conditions of
the issue.
(b) The Company shall have power, subject to and in accordance with all
applicable provisions of the Act, to purchase any of its own fully paid
shares whether or not they are redeemable and may make a payment
out of capital in respect of such purchase.
(c) In furtherance and not in limitation of, and without prejudice to the
general powers conferred on the Directors by Table “A”, in the First
Schedule to the Companies Act, 1956, the Board of Directors have the
power to classify the Unclassified Shares in the capital of the Company
into several classes of shares and to issue such classified shares upon
such terms and conditions and with such rights and privileges
attached thereto as the Board may, in its absolute discretion,
determine.
(ii) The paid-up capital of the Company shall be minimum of Rs. ____ lakh
(iii) The Company may from time to time by special resolution, subject to
confirmation by the court and subject to the provisions of Sections 100 to
104 of the Act, reduce its share capital in any way and in particular
without prejudice to the generality of the foregoing power by:
(a) extinguishing or reducing the liability on any of the share in respect of share
capital not paid up; or
(b) either with or without extinguishing or reducing liability on any of its shares,
cancel any paid up share capital which is lost or unrepresented by
available assets; or
(c) either with or without extinguishing or reducing liability on any of its shares,
pay of any paid up shares capital which is in excess of the wants of the Company.
(iv)The Company may from time to time cancel the unissued share capital.
8. Subject to these presents and the provisions of the Act, the shares of the
Company whenever issued shall be under the control and at the disposal of
the Directors, who may allot, issue or otherwise dispose of the same or any of
them to such persons and on such terms and conditions and at such times
and at par or premium or discount as they may from time to time think fit and
proper and may also allot and issue shares in capital of the Company in
payment or part payment for any property sold or transferred to or for
services to the Company in or about the conduct of its business, and the
shares which may be so allotted may be issued as fully paid up shares.
9. In addition to and without derogating from the powers for that purpose
conferred on the Board, the Company in General Meeting may determine that
any shares whether forming part of the original capital or of any increased
capital of the Company shall be offered to such person (whether members or
not) in such proportion and on such terms and conditions and either (subject
to compliance with the provisions of Section 78 and 79 of the Act) at a
premium or at par or at a discount as such General Meeting shall determine
and with full power to give any person (whether a member or not) the option
to call for or be allotted shares of any class of the Company (subject to
compliance with the provisions of Section 78 and 79 of the Act) at a premium
or at par or at a discount, such option being exercisable at such times and for
such consideration as may be directed by such General Meeting, or the
Company in General Meeting may make any other provision whatsoever for
the issue, allotment, removal of difficulty in apportionment of shares or
disposal of any shares.
10. Any application signed by or on behalf of any applicant for shares in the
Company, followed by an allotment of any share herein shall be an acceptance of
shares within the meaning of these Articles, 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.
11. (1) The money (if any) which the Board shall on the allotment of any shares being
made by them require or direct to be paid by way of deposit, call or otherwise
in respect of any shares allotted by them, shall immediately on the inscription
of the name of the allottee in the Register of Members as the name of the
holder of such shares become a debit due to and recoverable by the Company
from the allottee thereof and shall be paid by him accordingly.
(2) Every member or his heirs, executors or administrators shall pay to the
Company the portion of the capital represented by his share or shares which may,
for the time being, remain unpaid thereon, in such amounts, at such time or times
and in such manner, as the Board shall, from time to time, in accordance with the
Company's regulations require or fix for the payment thereof.
12. Except as required by law or ordered by a court of competent jurisdiction 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 benami, equitable,
contingent, future or partial interest in any share or any interest in any
fractional part of a share (except only by these presents or by law otherwise
provided) or any other rights
in respect of any share, except in an absolute right to the entirety, thereof in the
registered holder.
13. The certificates of title to shares and duplicate thereof when necessary shall
be issued under the seal of the Company.
14. Every member shall be entitled to one certificate for all the shares registered
in his name, or if the Directors so approve to several certificates each for one
or more of such shares, but in respect of each additional certificate, there
shall be paid to the Company a fee as the Directors may determine. Every
certificate of shares shall specify the number and denoting numbers of the
shares in respect of which it is issued and the amount paid up thereon. The
Directors may in any case or generally waive the charging of such fee.
15. If any certificate be worn out of defaced, then, upon production thereof to the
Directors they may order the same to be cancelled and may issue a new
certificate in lieu thereof and if any certificate be lost