(THE COMPANIES ACT, 2013)
(COMPANY LIMITED BY SHARES)
MEMORANDUM OF ASSOCIATION
ZORAM INFRASTRUCTURE AND INDUSTRIAL DEVELOPMENT CORPORATION LIMITED
- The Name of the Company is ZORAM INFRASTRUCTURE AND INDUSTRIAL DEVELOPMENT CORPORATION LIMITED.
- The Registered Office of the Company will be situated in the State of Mizoram.
- (A) THE OBJECTS TO BE PURSUED BY THE COMPANY ON ITS INCORPORATION ARE:—
1. To aid counsel, assist, finance, protect and promote the interests of Industrial in the State of Mizoram, whether owned or run by Government, statutory body, company, firm or individuals and to provide them with capital, credit, means, resources and technical and managerial assistance for the prosecution of their work and business, to enable them to develop and improve their methods of manufacture, management and marketing and their technique of production.
2. To undertake procurement and distribution of various raw materials, whether imported or indigenous allocated by the Government of India to the Department of Industries, Mizoram, or through M.M.T.C. and S.T.C. or any other agency for supply to the industries on the prices fixed by the Corporation. Besides the Government allocations, the Corporation may arrange to procured the raw materials available in short supply in the country for distribution to the bonafide actual users whether for the supply of end products in the home market or for export purposes.
3. To operate upon import licenses/releases orders issued to industries and to club them together for placing indents on the foreign or indigenous suppliers and get the raw material to such license holders release order holders on predetermined service charges to enable the industrial units of Mizoram to utilizes small value license/release orders.
4.To establish and maintain trade centre(s) to serve as a clearing house for dissemination of information regarding industries and for the purpose of display or exhibit their products and to maintain liaison between the industries of Mizoram and the interested buyers for securing contracts on their behalf and to do all such acts for execution and implementation of such contract and orders.
5. To establish and maintain export house(s) to promote export trade and participate in export trade for the benefit of industries.
6. To undertake and provide marketing facilities to the industries of Mizoram.
7. To acquire lands, develop them suitably by providing communications, power supply, water supply and other facilities at places determined by the company and make them available on such terms and conditions as may be agreed upon to any individual firm, company, association or concern for the purpose of establishing new industries or for the purpose of shifting the existing industries from any congested area to take over or establish and administer Industries Estates in the State of Mizoram.
8. The effect co-ordination between Large Industries and Small Industries by suitable methods, enabling Small Industries to manufacture satisfactorily such parts, accessories, ancillaries and components and other articles as may be required by large industries.
9. To promote and operate scheme of the industries development of Mizoram and that purpose to prepare and get or cause to be prepared investigations and studies for feasibility reports, detailed project reports, market studies, statistic and other relevant information for the establishment of any industrial undertaking and to promote and establish companies and association for the execution of such industrial projects. To plan, formulate and execute projects in particular for setting up industries in the lines of production which are important in the opinion of the Company for the industrial development of Mizoram.
10. To guarantee to the National Small Industries Corporation, in respect of moneys to be paid by an entrepreneur to the National Small Industries Corporation under the scheme for the hire purchase of machinery on such conditions, as may be prescribed for the purpose.
11. Subject section 196 of the Companies Act, 2013 to direct the management control and supervision of affairs of any company, association, form or concern by nominating directors, controller, supervisor, or otherwise or to collaborate with any company or association or firm or concern formed for carrying on any manufacturing or other business within the objects of the Company.
12. To promote and operate schemes in collaboration with the Govt. Mizoram for the dispersal of industries in a manner conductive to the balanced regional development of the various parts of Mizoram.
13. To enter into arrangement with Government of India, Govt. Mizoram or any other State Government or Local authority for the purpose of carrying out the objects of the company or furthering its interest and to obtain from such Government or authority or persons any charters, subsidies, grants, contracts, licenses, right, concessions, privileges or immunities which the company may think it desirable to obtain and exercise or to comply with any such arrangement, rights, privileges and concessions.
14. To promote capital for or to provide machinery, equipment and other facilities to any company, person and association for the purpose of carrying into effect objects connected with the industrial development of Mizoram.
15. To seek for and secure openings for the employment of capital in Mizoram and elsewhere and with a view there to prospect, inquire, examine, explore and text, and to despatch and employ expeditions commissioners, experts and other agents.
16. To aid, assist, finance, protect and promote the industrial interest of the members of the scheduled castes or the scheduled tribes or backward classes or of any two or all of them within the state of Mizoram.
17. To assist, aid and finance the Construction of Housing to Employees of the Corporation, Boards and Government of Mizoram.
18. To construct, maintain or alter any infrastructural works and to take up project management, consultancy services in the state of Mizoram.
19. To Undertake procurement, purchase, stock, sales and distribution of essential and non essential commodities, whether imported or indigenous or allotted by the Government of Mizoram or by the Government of India.
20. To Develop and promote safe, scientific and environment friendly minerals and mineral based industries in the State which will also ensure better grade of minor minerals at an economical rate for the larger interest of the public by way of ensuring mechanized methods of quarrying and other related activities.
21. To undertake the procurement, purchase, stock, sales, use, rent, lease and distribution of mining equipments along with explosives for own use and for others in the State within the legal framework and legal laws shall be in force and apply to the Company.
22. To deal with minerals development, processing of high value minerals and metals from the neighboring States and Countries in accordance with the national and international laws in this respect.
- MATTERS WHICH ARE NECESSARY FOR FURTHERANCE OF THE OBJECTS SPECIFIED IN CLAUSE III(A) ARE:—
1. To enter into contracts with, and take up indents from the Government of India and State Government in the Union of India and Corporation and other subsidiaries and branches and from any agency or officers thereof having the necessary powers, for fabrication, manufacture, assembly and supply of goods, materials, articles and equipment of every description and to arrange for the performance of such contracts and indents by sub-contracting them to or placing orders in respect thereof with Industries or others for the fabrication, manufacture, assembly or supply of such goods, materials articles or equipment or parts thereof servicing or processing in connection therewith, or such managerial services as may be necessary for the due performance of such contracts and indents, and to have the goods, materials, articles and equipments fabricated, manufactured, assembled and supplies which may directly and indirectly be construed to be related to the business of the corporation.
2. To establish and maintain quality control, testing and common facility centre(s) for ensuring standard quality of industrial products and providing such facilities that may be required for the purpose and subscribed or to subsidies or become member of Training Institutions, Research Laboratories, Research Institution and Experimental workshop for scientific technical research and experiments.
3. To certify to the appropriate Government officers with respect to the competency, as to capacity and credit, of any industrial concern or group of such concern to perform any specific Government contact.
4. To obtain from any Government, or other agency such reports concerning the giving of contracts and sub-contracts and making loans to business concerns as may be deemed necessary for carrying out the aforesaid objects.
5. To grant to guarantee or recommend the grant of loans to Industries, to which sub-contacts are given or orders are issued, as aforesaid, in order to enable them, in carrying out the sub-contractor orders to finance plant construction, conversion or expansion, including the acquisition of land, or to finance the acquisition of equipment, facilities, machinery supplies or materials or the supply such concerns with working capital to be used in the manufacture of articles, equipment supplies or materials under contract to Government or to this Company to provide them with such financial, technical, managerial and other assistance as may be deemed necessary for the purpose of enabling them to execute and carry out the sub-contacts and other satisfactorily and to organize production and manufacture for meeting such contracts and sub-contracts and other adequately and according to specification and to ensure satisfactory production by all necessary instruction, assistance, inspection and supervision relating to the business of Corporation.
6. To promote and establish such Companies, Associations, Advisory Boards and other suitable bodies as may be deemed necessary in order to carry out the aforesaid objects effectively.
7. To procure capital or financial assistance or accommodation for or provide machinery, equipment, technical and managerial assistance, information, instruction, inspection supervision and other facilities to any company, person or association for the purpose of carrying into effect any of the aforesaid objects.
8. To manufacture, buy, sell, import, export, install work and generally deal in and plant machinery, substances, tools, materials, goods or things of any description which, in the opinion of the company, may be conveniently dealt with the company in connection with any of its objects.
9. To enter into any partnership or arrangement for joint working in business, sharing of profits, pooling of any industrial undertaking, joint venture or reciprocal concession or amalgamation, with any other company firm or person, carrying on or engaged in any manufacture or business within the objects of this company or similar thereto.
10. To establish, promote, subsidies and otherwise assist any company or companies syndicate or other concern for the purpose of setting up any industry.
11. Generally to purchase, take on lease or in exchange, hire or otherwise acquire, any real and personal property and any rights or privileges which the Company may think necessary for convenient for the purpose of its business and in particular any land, buildings, easements, machinery, plant, and stock in- trade.
12. To sell dispose of by way of lease or on hire or otherwise transfer business property and undertakings of the Company, or any part thereof for cash, stock or any other company or for any other consideration which the company may see fit to accept for the attainment of its objects.
13. To sell, improve, manage, develop, exchange, lease, mortgage, enfranchise, dispose of, turn to account or otherwise deal with, all or any part of the property and rights of the Company.
14. To accept stock or share in, or the debentures, mortgage, debentures or other securities of other company in payment or part payment for and services rendered or for any sale made to or debt owing from any such company.
15. To carry on any other trade or business (whether manufacturing or otherwise) which may seem to the Company capable of being conveniently carried on in connection with the above calculated directly to enhance the value of or render profitable any of the Company’s property or rights.
16. To acquire and undertake the whole or any part of the business, property, and liabilities of any person or company carrying on any business which company is authorized to carry on or possessed of property suitable for the purpose of this Company.
17. To pay all costs, charges and expenses incurred or sustained in or a bout the promotion and establishment of the Company, or which the company shall consider to be in the nature of preliminary expenses, including therein the cost of advertising commissions for under-writing , brokerage, printing and stationery expenses attendant upon the formation of agencies.
18. To construct, maintain and alter any building or works, necessary or convenient for the purpose of the Company.
19. To apply for and take out purchase or otherwise acquire any trade marks, patents, patent-right inventions, copyright, designs or secret processes, which may be useful for the company’s objects and to grant licenses to use the same, and to work, develop, carry out, exercise and turn to account the same and adopt such means of making known the business and products of the company or of any company in which this Company is interested as may seem expedient and in particular by advertising in news papers, magazines, periodicals, by circulars, by purchase and exhibitions, by publication and distribution of books and periodicals, calendars, almanacs and diaries, by distributing samples and by granting prizes, rewards and donations.
20. To make, draw, accept, endorse, discount, execute, issue and negotiate cheques, bills of exchange, promissory notes, debentures and other negotiable or transferable instruments.
21. To borrow or raise or secure the payment of money in such other manner as the Company shall think fit and particular by the issue of debentures, debenture bonds or debenture stock, perpetual or otherwise, mortgage or any other securities charged or passed upon the undertakings of the company or any part of its property both present and future including its uncalled capital and the rights of the company’s or without any such terms as to priority or otherwise, and generally to borrow money in such manner as the Company shall think fit.
22. To receive grants, loans, advances or other money on deposit or otherwise, from the Central Governments, or State Governments, Banks, Companies Trusts or individuals; with or without allowance of interest thereon.
23. To lend money to such persons or Companies and on such terms as may seem expedient and in particulars to customers and others having dealing with the Companies and to guarantee the performance of contract by any such persons or companies.
24. To invest and deal with the moneys of the Company not immediately required in such manner, other than in the shares of this company, as may from time to time be determined.
25. To acquire by subscription, purchase or otherwise, and to accept and take, hold and sell shares of stock in any company, society or undertaking, the object of which shall either in whole or in part, be similar to those of this Company, or such as may be likely, directly or indirectly, to promote or advance the interests of this Company.
26. To establish, maintain, subsidies to or subsidies or become member of training institutions, research laboratories, research institutions and experimental workshops for scientific and technical research and experiments.
27. To provide for the welfare of persons in the employment of the Company, and the wives, widows and families of such persons, by establishing provident or other funds, by grants of money, pensions or other payments, and by providing or subscribing to places of instruction and recreation and hospitals, dispensaries, medical and other attendance, and other assistance as the Company shall think fit, and to subscribe money to or for and otherwise help any charitable or benevolent subject or any exhibition or any public show of useful objects.
28. To establish and regulate branches or agencies of the Company at any place in India or elsewhere and discontinue the same.
29. Generally to do all such other matters and things as may appear to be incidental or conductive to the attainment of the above objects or any of them or consequential upon the exercise of its powers or discharge of duties.
30. To create any depreciation fund, reserve fund, sinking fund, insurance fund, or any other fund whether of depreciation or for repairing, improving, extending or maintaining any of the property of the Company or for redemption of debentures or redeemable preferences shares or for special dividends or for equalizing dividend for any other purpose whatsoever, and to transfer any such fund or part thereof any of the other funds herein mentioned.
31. To employ or pay experts, foreign consultants, etc. in connection with the planning development of all or any of the business connected with the company’s operations.
32. To appropriate, use; or lend out land belonging to the Company for streets, park, pleasure grounds, allotment and other conveniences and to present any such land so lend out to the public or any persons or company conditionally or unconditionally as the Company thinks fit.
33. To apply for tender, purchase or otherwise acquire contracts and concessions for, or in relation to the construction, execution, carrying our equipment, improvement, management administration or control of works and conveniences and to undertake, execute carry out dispose of or otherwise turn to account the same.
34. To invest the capital of the Company, in or to deal with share, stocks, bonds debentures, obligations and other securities of any company or association formed for establishing, executing or working of any industrial undertaking approved by the company.
35. To issue or guarantee the issue of or the payment of interest on the shares, debentures, debentures stock or other securities or obligation of any company or association and to pay or provide for brokerage, commission and underwriting in respect of any such issue.
36. The above mentioned objects of this Company will extend to the State of Mizoram, to every other states in the Indian Union and also to territories beyond the Indian Union.
It is hereby declared that (i) the word “Company” in this Memorandum when applied otherwise than to this Company shall be deemed to include any authority, partnership or other body of persons whether incorporated, or not incorporated, whether domiciled in India or elsewhere.
IV. The liability of the member(s) is limited and this liability is limited to the amount unpaid, if any, on the shares held by them.
V. The Authorized Capital of the Company is Rs. 10,00,00,000/- (Rupees Ten Crores) divided into Ten Lakhs equity shares of Rupees One Hundred each with powers to issue any of the shares in the capital, original or increased, with or subject to any preferential, special or qualified rights or conditions as regards dividends, repayment of capitals, voting or otherwise.
Name, Designation & Address of
No. of Equity Subscriber
Signature of Shares taken
(Represented by Chief Secretary)
(Represented by Development Commissioner)
(Represented by Finance Secretary)
(Represented by Secretary Industries Department)
(Represented by Director of Industries)
(Represented by Managing Director)
ARTICLES OF ASSOCIATION
ZORAM INFRASTRUCTURE AND INDUSTRIAL DEVELOPMENT CORPORATION LIMITED
(Incorporated under Companies Act, 1956)
(Formerly Known as ZORAM INDUSTRIAL DEVELOPMENT CORPORATION LIMITED)
*Adopted in Tenth Annual General Meeting of the company held on 17th April, 2020 by passing Special resolution
- Extent of Applicability of Table “F”
Subject as hereinafter otherwise provided, the regulations contained in Table F in the Schedule I to the Companies Act 2013, the provisions of Companies Act, 2013, to the extent notified and the provisions of Companies Act, 1956 to the extent in force shall apply to this Company so far as they are applicable to State Government Owned Companies as may be in force from time to time except so far as they have been impliedly or expressly modified or excluded by what is contained in the Articles hereinafter mentioned. The exemptions, privileges or concessions granted by the Central Government under the provisions of the Companies Act 1956 and/or Act 2013 from time to time for private limited one person companies shall prevail over these presents.
- In the interpretation of these Articles the following expressions shall have the following meanings unless repugnant to the subject or context:
(a) “The Act” shall mean Companies Act, 1956 and/ or the Companies Act, 2013, and includes where the context so admits, any re-enactment or statutory modification thereof, for the time being in force, and the term shall refer to the applicable section thereof which is relatable to the relevant Article in which the said term appears in these Articles and any previous company law as may be applicable.
(b) “Company Secretary” or “Secretary” means a Company Secretary as defined in clause (c) of sub-section (1) of Section 2 of the Company Secretaries Act, 1980 who is appointed by a Company to perform the functions of a Company Secretary under this Act.
(c) “Directors” means the Directors of the Company and includes any person appointed by the Board occupying the position of director by whatever name called.
(d) “the seal” means the common seal of the company.
(e) “the Company” means ZORAM INFRASTRUCTURE AND INDUSTRIAL DEVELOPMENT CORPORATION LIMITED (ZIDCO).
(f) “IDBI” means the Industrial Development Bank of India.
(g) “Government” means the Government of Mizoram.
(h) “Governor” means the Governor of Mizoram.
(i) In the event any of the provisions of the Articles are contrary to the provisions of the Act and the Rules, the provisions of the Act and Rules will prevail.
3. Unless the context otherwise requires, words or expressions contained in these regulations shall bear 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.
Share capital and variation of rights
4. Subject to the provisions of the Act and these Articles, the shares in the capital of the company shall be under the control of the Directors who, with the approval of the Governor may issue, allot or otherwise dispose of the same or any of them to such persons, in such proportion and on such terms and conditions and either at a premium or at par and at such time as they may from time to time think fit.
5. (i) Every person whose name is entered as a member in the register of members shall be entitled to receive within two months after incorporation, in case of subscribers to the memorandum or after allotment or within one month after the application for the registration of transfer or transmission or within such other period as the conditions of issue shall be
(a) one certificate for all his shares without payment of any charges; or
(b) several certificates, each for one or more of his shares, upon payment of twenty rupees for each certificate after the first.
(ii) Every certificate shall be under the seal and shall specify the shares to which it relates and the amount paid-up thereon.
(iii) In respect of any share or shares held jointly by several persons, the company shall not be bound to issue more than one certificate, and delivery of a certificate for a share to one of several joint holders shall be sufficient delivery to all such holders.
6. (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.
7. Except as required by law, no person shall be recognized 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 recognize (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.
8. (i) The company may exercise the powers of paying commissions, with the prior approval of Governor, conferred by sub-section (6) of section 40, provided that the rate per cent. or the amount of the commission paid or agreed to be paid shall be disclosed in the manner required by that section and rule made thereunder.
(ii) The rate or amount of the commission shall not exceed the rate or amount prescribed in rules made under sub-section (6) of section 40.
(iii) The commission may be satisfied by the payment of cash or the allotment of fully or partly paid shares or partly in the one way and partly in the other.
9. (i) If at any time the share capital is divided into different classes of shares, the rights attached to any class (unless otherwise provided by the terms of issue of the shares of that class) may, subject to the provisions of section 48 and whether or not the company is being wound up, be varied with the consent in writing of the holders of three-fourths of the issued shares of that class, or with the sanction of a special resolution passed at a separate meeting of the holders of the shares of that class.
(ii) To every such separate meeting, the provisions of these regulations relating general meetings shall mutatis mutandis apply, but so that the necessary quorum shall be at least two persons holding at least one-third of the issued shares of the class in question.
10. The rights conferred upon the holders of the shares of any class issued with preferred or other rights shall not, unless otherwise expressly provided by the terms of issue of the shares of that class, be deemed to be varied by the creation or issue of further share ranking pari passu therewith.
11. Subject to the provisions of section 55, any preference shares may, with the sanction of an ordinary resolution, be issued on the terms that they are to be redeemed on such terms and in such manner as the company before the issue of the shares may, by special resolution, determine.
12 . (i) The company shall have a first and paramount lien—
(a) on every share (not being a fully paid share), for all monies (whether presently payable or not) called, or payable at a fixed time, in respect of that share; and
(b) on all shares (not being fully paid shares) standing registered in the name of a single person, for all 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 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 dividend bonuses declared from time to time in respect of such shares.
13. The company may sell, with approval of the Governor, 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.
14. (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.
15. (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 as is presently payable.
(ii) The residue, if any, shall, subject to a like lien for sums not presently payable as existed upon the shares before the sale, be paid to the person entitled to the shares at the date of the sale.
Calls on shares
16. (i) The Board may, from time to time, make calls upon the members in respect of any monies unpaid on their shares (whether on account of the nominal value of the shares or by way of premium) and not by the conditions of allotment thereof made payable at fixed times:
Provided that no call shall exceed one-fourth of the nominal value of the share or be payable at less than one month from the date fixed for the payment of the last preceding call
(ii) Each member shall, subject to receiving at least fourteen days’ notice specifying the time or times and place of payment, pay to the company, at the time or times and place so specified, the amount called on his shares.
(iii) A call may be revoked or postponed at the discretion of the Board
17. A call shall be deemed to have been made at the time when the resolution of the Board authorising the call was passed and may be required to be paid by instalments.
18. The joint holders of a share shall be jointly and severally liable to pay all calls in respect thereof.
19. (i) If a sum called in respect of a share is not paid before or on the day appointed for payment thereof, the person from whom the sum is due shall pay interest thereon from the day appointed for payment thereof to the time of actual payment at ten per cent. per annum or at such lower rate, if any, as the Board may determine.
(ii) The Board shall be at liberty to waive payment of any such interest wholly or in part.
20. (i) Any sum which by the terms of issue of a share becomes payable on allotment or at any fixed date, whether on account of the nominal value of the share or by way of premium, shall, for the purposes of these regulations, be deemed to be a call duly made and payable on the date on which by the terms of issue such sum 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.
21. 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
22. (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.
23. The Board may, subject to the right of appeal conferred by section 58 declines 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.
24. The Board may decline to recognize 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 certificate of the shares to which it relates, and such other evidence as the Board may reasonably require to show the right of the transferor to make the transfer; and
(c) the instrument of transfer is in respect of only one class of shares.
25. On giving not less than seven days’ previous notice in accordance with section 91 and rules made thereunder, the registration of transfers may be suspended at such times and for such periods as the Board may from time to time determine:
Provided that such registration shall not be suspended for more than thirty days at any one time or for more than forty-five days in the aggregate in any year.
Transmission of shares
26. (i) On the death of a member, the survivor or survivors where the member was a joint holder, and his nominee or nominees or legal representatives where he was a shareholder, shall be the only persons recognized by the company as having any title to his interest in the shares.
(ii) Nothing in clause (i) shall release the estate of a deceased joint holder from any liability in respect of any share which had been jointly held by him with other persons.
27. (i) Any person becoming entitled to a share in consequence of the death or insolvency of a member may, upon such evidence being produced as may from time to time properly be required by the Board and subject as hereinafter provided, elect, either—
(a) to be registered himself as holder of the share; or
(b) to make such transfer of the share as the deceased or insolvent member could have made.
(ii) The Board shall, in either case, have the same right to decline or suspend registration as it would have had, if the deceased or insolvent member had transferred the share before his death or insolvency.
28. (i) If the person so becoming entitled shall elect to be registered as holder of the share himself, he shall deliver or send to the company a notice in writing signed by him stating that he so elects.
(ii) If the person aforesaid shall elect 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.
29. A person becoming entitled to a share by reason of the death or insolvency of the holder shall be entitled to the same dividends and other advantages to which he would be entitled if he were the registered holder of the share, except that he shall not, before being registered as a 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 complied with.
30. 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 recognized 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 shall be entitled to the same dividends and other rights and liabilities to which such sole member of the company was entitled or liable;
(iv) on becoming member, such nominee shall nominate any other person with the prior written consent of such person who, shall in the event of the death of the member, become the member of the company.
Forfeiture of shares
31. If a member fails to pay any call, or installment of a call, on the day appointed for payment thereof, the Board may, at any time thereafter during such time as any part of the call or installment remains unpaid, serve a notice on him requiring payment of so much of the call or installment as is unpaid, together with any interest which may have accrued.
32. The notice aforesaid shall—
(a) name a further day (not being earlier than the expiry of fourteen days from the date of service of the notice) on or before which the payment required by the notice is to be made; and
(b) state that, in the event of non-payment on or before the day so named, the shares in respect of which the call was made shall be liable to be forfeited.
33. If the requirements of any such notice as aforesaid are not complied with, any share in respect of which the notice has been given may, at any time thereafter, before the payment required by the notice has been made, be forfeited by a resolution of the Board to that effect
34. (i) A forfeited share may be sold or otherwise disposed of on such terms and in such manner as the Board thinks fit.
(ii) At any time before a sale or disposal as aforesaid, the Board may cancel the forfeiture on such terms as it thinks fit.
35. (i) A person whose shares have been forfeited shall cease to be a member in respect of the forfeited shares, but shall, notwithstanding the forfeiture, remain liable to pay to the company all monies which, at the date of forfeiture, were presently payable by him to the company in respect of the shares.
(ii) The liability of such person shall cease if and when the company shall have received payment in full of all such monies in respect of the shares.
36. (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.
37. The provisions of these regulations as to forfeiture shall apply in the case of nonpayment 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
38. The company may, with the approval of the Governor, 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.
39. Subject to the provisions of section 61 and subject to the approval of the Governor, the company may, by ordinary resolution,—
(a) consolidate and divide all or any of its share capital into shares of larger amount than its existing shares;
(b) convert all or any of its fully paid-up shares into stock, and reconvert that stock into fully paid-up shares of any denomination;
(c) sub-divide its existing shares or any of them into shares of smaller amount than is fixed by the memorandum;
(d) cancel any shares which, at the date of the passing of the resolution, have not been taken or agreed to be taken by any person.
40. Where shares are converted into stock,—
(a) the holders of stock may transfer the same or any part 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 shall not exceed the nominal amount of the shares from which the stock arose.
(b) the holders of stock shall, according to the amount of stock held by them, have the same rights, privileges and advantages as regards dividends, voting at meetings of the company, and other matters, as if they held the shares from which the stock arose; but no such privilege or advantage (except participation in the dividends and profits of the company and in the assets on winding up) shall be conferred by an amount of stock which would not, if existing in shares, have conferred that privilege or advantage.
(c) such of the regulations of the company as are applicable to paid-up shares shall apply to stock and the words “share” and “shareholder” in those regulations shall include “stock” and “stock-holder” respectively.
41. The company may with approval of the Governor, by special resolution, reduce in any manner and with, and subject to, any incident authorised and consent required by law,—
(a) its share capital;
(b) any capital redemption reserve account; or
(c) any share premium account.
Capitalisation of profits
42. (i) The company in general meeting may, upon the recommendation of the Board and as per the directions received from the Governor, resolve—
(a) 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 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 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.
43. (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 capitalized thereby, and all allotments and issues of fully paid shares if any; and
(b) generally do all acts and things required to give effect thereto.
(ii) The Board shall have power—
(a) to make such provisions, by the issue of fractional certificates or by payment in cash or otherwise as it thinks fit, for the case of shares becoming distributable in fractions; and
(b) to authorise any person to enter, on behalf of all the members entitled thereto, into an agreement with the company providing for the 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 profits resolved to be capitalized, of the amount or any part of the amounts remaining unpaid on their existing shares;
(iii) Any agreement made under such authority shall be effective and binding on such members.
Buy-back of shares
44. Notwithstanding anything contained in these articles but subject to the provisions of sections 68 to 70 and any other applicable provision of the Act or any other law for the time being in force, the company may purchase its own shares or other specified securities.
45. All general meetings other than annual general meeting shall be called extraordinary general meeting.
46. (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 manner, as nearly as possible, as that in which such a meeting may be called by the Board.
46A. The Governor shall have right to appoint any person as his representative and in this regards:
- The Governor so long as he is a share holder of the Company, may from time to time appoint one or more persons (who need not be a member of the Company) to present him at all or any meetings of the Company.
- Any one of the persons appointed under clause (i) of this Articles who is personally present at the meeting shall deemed to be a member entitled to vote and present inj person and shall be entitled to represent the Governor at all or any such meetings and to vote on his behalf whether on show of hands or on poll.
- The Governor may, from time to time, cancel any appointments made under clause (i) of this article and make fresh appointments.
- The production at the meeting of an order of the Governor evidenced as provided in the Constitution of India shall be accepted by the Company as sufficient evidence of any such appointment or cancellation as aforesaid.
- Any person appointed by the Governor under these articles may, if so authorized bt the order, appoint a proxy whether specially or generally.
Proceedings at general meetings
47 (i) No business shall be transacted at any 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.
48 . The chairperson, if any, of the Board shall preside as Chairperson at every general meeting of the company.
49. 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.
50. 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.
51 . 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
52 . (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 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.
53. Subject to any rights or restrictions for the time being attached to any class or classes of shares,—
(a) on a show of hands, every member present in person shall have one vote; and
(b) on a poll, the voting rights of members shall be in proportion to his share in the paid-up equity share capital of the company.
54. A member may exercise his vote at a meeting by electronic means in accordance with section 108 and shall vote only once.
55. (i) In the case of joint holders, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders.
(ii) For this purpose, seniority shall be determined by the order in which the names stand in the register of members.
56. 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.
57. Any business other than that upon which a poll has been demanded may be proceeded with, pending the taking of the poll.
58. No member shall be entitled to vote at any general meeting unless all calls or other sums presently payable by him in respect of shares in the company have been paid.
59. (i) No objection shall be raised to the qualification of any voter except at the meeting or adjourned meeting at which the vote objected to is given or tendered, and every vote not disallowed at such meeting shall be valid for all purposes.
(ii) Any such objection made in due time shall be referred to the Chairperson of the meeting, whose decision shall be final and conclusive.
60. The instrument appointing a proxy and the power-of-attorney or other authority, if any, under which it is signed or a notarized 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.
61. An instrument appointing a proxy shall be in the form as prescribed in the rules made under section 105.
62. 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
63. (A) 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 and name of first Directors under:
(1) Shri Lalkhama, Development Commissioner, Government of Mizoram, or his successor in office.
(2) Shri Pachuau Rohmingthanga, Secretary to the Government of Mizoram, Industries
Department, or his successor in office.
(3) Shri Lalchhuma, Secretary to the Govt. of Mizoram, Finance department or his Successor in the office.
(4) Shri Ranjeet Jachuk, director of Industries, Govt. of Mizoram or his successor in office.
(B) The Governor shall have the right to appoint the Chairman, Managing Director and other Directors where:
(a) The Governor shall appoint of the directors as the Chairman, another as Managing Director, and others as either for a fixed term or without any limitations as to period for which he is to hold the office.
(b) The Board of Directors shall not be entitled to appoint Managing Directors except in consultation with and after obtaining the advice from IDBI.
(c) So long monies are due and payable to IDBI by the company and/or so long as IDBI continues to hold any stocks, shares, debentures of the company, the IDBI shall be entitled to nominate not more than two Directors, on the Board of Directors of the Company.
(d) The Chairman, Managing Director and other Directors appointed by the Governor shall hold office as provided in (e) below or until removed by him and in the event of such removal or in the event of any vacancy in their offices either by resignation or death or otherwise the Governor shall be entitled to appoint other as the Chairman, Managing Director and other Directors in their place.
(e) At every alternate Annual General Meeting of the Company all the Directors (Including the Chairman) except the Managing Director shall retire from the office. The term of the Board of Directors shall be two years. The Managing Director shall retire on his ceasing to hold the office of the Managing Director. A retiring Director shall be eligible for reappointment.
(f) Notwithstanding anything to the contrary contained in these Articles, IDBI shall, pursuant to an agreement between it and the Company have a right to appoint a Director on the Board of Directors of the Company, such Director is hereinafter referred to as the Special Director. The Special Director shall not be required to hold qualification shares and shall not be liable to retire by rotation. IDBI may, at any time and from time to time remove Special Director appointed by it and may in the event of such removal and also in case of death or resignation of the special director, appoint another person in his place and also fill any vacancy which may occur as a result of the special director ceasing to hold office for any reason whatsoever. Such appointment or removal shall be made in writing by IDBI and shall be delivered to the company at its registered office. The Board of Directors of the company shall have no powers to remove the special director from the Office. Such Special Director shall be entitled to attend all general meetings, Board Meetings and Meetings of Committee of which he a member and he and IDBI shall also be entitled to receive notice of all such meetings. The Special Director shall be paid normal fees and expenses to which other director is an Officer of the IDBI, unless IDBI otherwise directs, no sitting fees shall be payable to him but the Company shall reimburse IDBI the amounts paid or payable under its rule to such special director on account of travelling and halting allowance and any other expenses for attending any general meeting or any meeting of the Board or Committee.
64.(i) The remuneration of the directors, as approved and determined by the Governor 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, the directors may be paid all travelling, hotel and other expenses properly incurred by them—
(a) in attending and returning from meetings of the Board of Directors or any committee thereof or general meetings of the company; or
(b) in connection with the business of the company.
65. The Board may pay all expenses incurred in getting up and registering the company.
66. The company may exercise the powers conferred on it by section 88 with regard to the keeping of a foreign register; and the Board may (subject to the provisions of that (section) make and vary such regulations as it may thinks fit respecting the keeping of any such register.
67. All cheques, promissory notes, drafts, hundis, bills of exchange and other negotiable instruments, and all receipts for monies paid to the company, shall be signed, drawn, accepted, endorsed, or otherwise executed, as the case may be, by such person and in such manner as the Board shall from time to time by resolution determine.
68. Every director present at any meeting of the Board or of a committee thereof shall sign his name in a book to be kept for that purpose.
69. (i) Subject to the approval of the Governor and the provisions of section 149, the Board shall have power at any time, and from time to time, to appoint a person as an additional director, provided the number of the directors and additional directors together shall not at any time exceed the maximum strength fixed for the Board by the articles.
(ii) Such person shall hold office only up to the date of the next annual general meeting of the company but shall be eligible for appointment by the company as a director at that meeting subject to the provisions of the Act.
Proceedings of the Board
70. (i) The Board of Directors may meet for the conduct of business, adjourn and otherwise regulate its meetings, 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.
71. (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.
72. 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.
73. (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.
74. (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.
75. (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.
76. (i) A committee may meet and adjourn as it thinks fit.
(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 Chairperson shall have a second or casting vote.
77. All acts done in 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.
78. 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 valid and effective as if it had been passed at a meeting of the Board or committee, duly convened and held.
79 In case of a One Person Company— (i) where the company is having only one director, all the businesses to be transacted at the meeting of the Board shall be entered into minutes book maintained under section 118; (ii) such minutes book shall be signed and dated by the director; (iii) the resolution shall become effective from the date of signing such minutes by the director, Chief Executive Officer, Manager, Company Secretary or Chief Financial Officer
80. 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.
81. 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.
Powers of Board
82. The Business of the Company shall be managed by the Board and shall exercise all such powers of the Company as conferred by this Act or Rules made there under or any statutory modification thereof for the time being in force or by these Articles, required to be exercised by the Company in the General Meetings, however :
- The Board is authorized to undertake works of Capital nature not exceeding Rs.25 Lacs (Rupees Twenty Five Lacs only) or any such higher amount that may be decided upon by the Governor from time to time.
- Subject to the provisions of Section 179 of the Act to invest in the Reserve Bank of India or in such securities as may be approved by the Governor and deal with any of the Monies of the Company upon such investments authorized by the memorandum of Association of the Company not being shares in the company and in such manner as they think fit from time to time.
- Subject to the approval of the Governor, to give any person employed by the Company a commission of the profits of any particular business transaction, or a share in the general profits of the company, and such commission or share of profit shall be treated as part of the working expenses of the Company.
- Subject to approval of the Governor, the Board may execute to mortgage and create charge on its properties.
- Subject to the approval of the Governor to form subsidiary Company or companies, to appoint advisers, consultants or otherwise or to collaborate with any company, association or concerns for the benefit and interest of the Company.
- Notwithstanding anything contained in these Articles and/or in the Regulations contained in the Tables/Schedules of the Act, wherever applicable, the Board of Directors shall not without consultation with IDBI entitled to exercise (i) the powers to issue bonds and debentures (ii) the powers to borrow money from the State Government and (iii) the powers to make any rules or regulation. Provided that except with the previous approval of IDBI, the Board of the Directors shall not:
- Borrow money from the Reserve Bank of India
- Borrow money from any financial institution notified in this behalf by the Central/State Government.
- Accept deposits from any local authorities or any other persons.
- Retain the stocks, shares, bonds or debentures acquired by the company in fulfillment of its underwriting liabilities beyond a period of 7 years from the date of such acquisition.
- Incur contingent liabilities in the form of guarantees, underwriting obligations and transfer instruments at thrice the paid up capital and reserves fund, and
- Extend the area of its operation to the territories adjoining the State in which its registered office is situated.
- The Chairman shall reserve for the approval of the Governor any proposal or decisions of the Board of Directors in respect of any of the following matters namely:
- Sale, lease or disposal otherwise of the whole or substantially the whole of the undertaking of the Company.
- Winding of the Companies.
- Division of the Capital in different classes of shares.
- The promotion of Companies.
- Entering into partnership and/or arrangement for sharing profits.
- Formation of subsidiary or Taking or otherwise acquiring and holding share in any other Company.
- The five year and annual plans of development and capital budget.
- The annual revenue budget of the Company in case there is an element of deficit which is proposed to be met by obtaining funds from the Government.
- The agreement involving foreign collaborations proposed to entered into.
- Purchase and contact of major nature involving substantial capital outlay which are in excess of powers vested in the Company.
- Any other matter which in the opinion of the chairman be of such importance as to be reserved for the approval of the Governor.
No action shall be taken by the Company in respect of any proposal of decision of the board of Directors served for the approval of the Governor as aforesaid until approval of the same has been obtained.
83. (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.
Dividends and Reserve
84. The company with the approval of the Governor, in general meeting may declare dividends, but no dividend shall exceed the amount recommended by the Board.
85. Subject to the approval of the Governor and the provisions of section 123, the Board may from time to time pay to the members such interim dividends as appear to it to be justified by the profits of the company.
86. (i) The Board may, with the approval of the Governor, before recommending any dividend, set aside out of the profits of the company such sums as it thinks fit as a reserve or reserves which shall, at the discretion of the Board, be applicable for any purpose to which the profits of the company may be properly applied, including provision for meeting contingencies or for equalizing dividends; and pending such application, may, at the like discretion, either be employed in the business of the company or be invested in such investments (other than shares of the company) as the Board may, from time to time, thinks fit.
(ii) The Board may also carry forward any profits which it may consider necessary not to divide, without setting them aside as a reserve.
87. (i) Subject to the rights of persons, if any, entitled to shares with special rights as to dividends, all dividends shall be declared and paid according to the amounts paid or credited as paid on the shares in respect whereof the dividend is paid, but if and so long as nothing is paid upon any of the shares in the company, dividends may be declared and paid according to the amounts of the shares.
(ii) No amount paid or credited as paid on a share in advance of calls shall be treated for the purposes of this regulation as paid on the share.
(iii) All dividends shall be apportioned and paid proportionately to the amounts paid or credited as paid on the shares during any portion or portions of the period in respect of which the dividend is paid; 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.
88. The 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.
89. (i) Any dividend, interest or other monies payable in cash in respect of shares maybe 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.
90. 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.
91. 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.
92. No dividend shall bear interest against the company.
93. It shall be open for the company with the prior approval of IDBI, to credit the dividend accruing and payable to IDBI and the State Government to a special Reserve Fund to which only the IDBI and the State Government concerned shall have a claim in the event of winding up or liquidation of the Company, and the amounts in the special reserve Funds may be utilized by the company only for such purposes as are approved by the State Government and the IDBI.
Accounts and Audit
94. (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.
(iii) With regards to the appointment of the auditors and allied matters the provisions of Section 139 of the Act shall apply.
(iv) The Comptroller and Auditor General of India, shall have the following powers:
- To direct the manner in which the Company’s accounts shall be audited by the auditors and to give instructions and directions in regards to matters relating to performance of his/their function as auditors.
- To conduct a supplementary or test audit of the Company’s accounts by such persons as he may authorize in this behalf, and for the purpose of such audit to have access, at all reasonable times, to all accounts, account books, vouchers, documents and other papers of the Company and to require information to furnish to any person or persons authorized, on such matters, by such persons and in such form, as the Comptroller and Auditor General may by general or special order direct.
- The auditors aforesaid shall submit a copy of his/their audit report to the Comptroller and Auditor General of India who shall have the right to comment upon or supplement the audit report in such manner as he may think fit.
- Any such comment upon or supplement to the audit report shall be placed before the Annual General Meeting of the company at the same time and in the same manner as the Audit Report.
- The Auditors of the Company shall be entitled to receive notice to attend any general meeting of the company at which any accounts which have been examined or reported on by them are laid before the Company and may make any statement of explanation they desire with respect to the accounts.
(v) It shall be open for the State Government to issue instructions to the Company on questions of policy in consultation with and after obtaining the advice from the IDBI.
Rights of the Governor
95. Notwithstanding anything contained in any of these Articles, the Governor may, from time to time issue such directives or instructions as he may consider necessary in regard to the conduct of the business of the Company or Directors thereof and in the like manner may vary or annual such directives. The Directors shall give immediate effect to the directives so issued.
96. 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 members, in specie or kind, the whole or any part of the assets of the company, whether they shall consist of property of the same kind or not.
(ii) For the purpose aforesaid, the liquidator may set such value as he deems fair upon any property to be divided as aforesaid and may determine how such division shall be carried out as between the members or different classes of members.
(iii) The liquidator may, with the like sanction, vest the whole or any part of such assets in trustees upon such trusts for the benefit of the contributories if he considers necessary, but so that no member shall be compelled to accept any shares or other securities whereon there is any liability.
97 . Every officer of the company shall be indemnified out of the assets of the company against any liability incurred by him in defending any proceedings, whether civil or criminal, in which judgment is given in his favor or in which he is acquitted or in which relief is granted to him by the court or the Tribunal.
Name, Designation & Address of
No. of Equity Subscriber
Signature of Shares taken
(Represented by Chief Secretary)
(Represented by Development Commissioner)
(Represented by Finance Secretary)
(Represented by Secretary Industries Department)
(Represented by Director of Industries)
(Represented by Managing Director)