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any work or building or the provision of any plant which cannot be made profitable for a lengthy period, the
Company may pay interest on so much of that share capital as its for the time being paid up, for the period
and subject to the conditions and restrictions provided by Section 208 of the Act may charge the same to
capital as part of the cost construction of the work or building or the provision of the plant.
Lien:
12.
The Company shall have a first and paramount lien upon all the shares (excluding fully paid up
shares) registered in the name of each member (whether solely or jointly with others) and upon the proceeds
of sale thereof for all moneys (whether presently payable or not) called or payable at a fixed time in respect
of such shares. Such lien shall extend to all dividends and bonus from time to time declared in respect of
such shares. Unless otherwise agreed the registration of transfer of shares shall not operate as waiver of the
Company’s lien, if any, on such shares. The Board of Directors may at any time declare any shares to be
wholly or partly to be exempt from the provisions of this clause.
Dividend:
13.
Dividend on fully paid shares shall be free of any charge and in respect of partly paid shares dividends can
be adjusted only to the extent of calls presently payable on the shares subject to the provisions of Section
205 of the Act. No unclaimed dividend shall be forfeited by the Board and the Company shall comply with
all the provisions of Section 205A of the Act, in respect of all unclaimed or unpaid dividend.
Payment of Unclaimed dividend:
14.
That the unclaimed dividends will not be forfeited and in case of such unclaimed dividends the procedure as
prescribed under provisions of 205A of the Companies Act, 1956 will be followed. Dividend in respect of
Shares pending registration of transfer by the Board shall be dealt with in accordance with the Section 206A
of the Act.
Payment of Calls in Advance:
15.
Any member willing to advance all or any part of money due upon the shares held by him beyond the sums
actually called for and upon the money so paid in advance or remitted thereto as from time to time exceeds
the amount of calls shall not entitle the member thereof to dividend or to participation in profits on the
uncalled amount nor shall be entitled to any voting rights in respect of the same until such amount would
(but for such payment) become presently payable. The Directors may however at their discretion repay the
amount at any time so advanced by giving to such member three months notice in writing.
Debentures:
16.
The Board of Directors of the Company shall have the right to issue from time to time debentures with or
without conversion on rights in to shares in any manner, the Board may deem fit.
Borrowing Powers of the Board:
17. (a)
The Board may from time to time at its discretion borrow and secure the payment of any for the purpose
of the company, provided that the Board shall not, except with the consent of the Company in general
meeting, borrow moneys to be borrowed by the company in general meeting, borrow moneys where the
moneys to be borrowed by the Company (apart from temporary loans from the Company’s bankers in the
ordinary course of business) will exceed the aggregate of the paid- up capital of the Company and its free
reserves, that is to say reserves not set apart for any specific purpose of the Company, of the paid-up capital
of the Company and its free reserves, that is to say, reserves not set apart for any specific purpose of the
Company.
(b) Subject to the provisions of clause (a) above, the Board may raise or secure the repayment of such sums or
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sums in such manner and upon such terms and conditions in all respects as it thinks fit by the issue of bonds
perpetual or redeemable, debentures or debenture stock or mortgage or charge or other security on the
whole of the undertaking or any part thereof or any property of the Company (both present and future)
including its uncalled capital for the time being. Any bonds, debentures, debenture stock or other securities
issued or to be issued by the Company shall be under the control of the Board which may issue them on
such terms and conditions in such manner and for such consideration as it shall consider to be for the
benefit of the Company.
Number of Directors:
18.
The Company shall have not less than three and not more than fifteen Directors including all kinds of
Directors.
Present Directors:
19.
The First Directors of the Company shall be the following.
1.
Sri Balkishan Boob
2.
Sri Bhagawandas Boob
3.
Sri Ramanujdas Boob
4.
Sri Ramnivas Boob
Share Qualification:
20. (a)
No Share Qualification is necessary for any individual for being appointed as Director of the Company.
Retirement of Directors:
(b) At every Annual General Meeting one third of the total number of Directors, whose period of office is liable
to retirement by rotation shall retire in accordance with the provisions of Section 255 and 256 of the Act
and they are eligible for re-appointment.
Nominee Directors:
21.
(a) If the Board of Directors enter unto any contract with Industrial Development Bank of India (IDBI),
Industrial Finance Corporation of India (IFCI), or Industrial Credit and Investment Corporation of India
Limited (ICICI) or Life Insurance Corporation of India (LIC) or Unit Trust of India (UTI) or the Karnataka
State Financial Corporation (KSFC) or Karnataka State Industrial Investment and Development
Corporation Limited (KSIIDC) or with any credit institutions for providing any guarantee for undertaking
or subscription of the shares of the Company. The Board of Directors of this Company shall have the power
to agree that subject to the provisions of Section 255 of the Companies Act, 1956, such institutions shall
have the right to appoint or nominate by notice in writing addressed to the Company one or more Directors
on the Board of Directors of the Company during such period and upon such conditions as may be
mentioned in the agreement and such Directors shall not be liable to retire by rotation (nor be required to
hold any Qualification Shares). The Board of Directors may also agree that any such Director(s) may be
removed by the Institution or Institutions entitled to appoint or nominate them and such person or persons
may appoint or nominate another or others in his or their place(s) and also fill in any vacancy, which may
occur as a result of any such Director(s) ceasing to hold office for any reason whatsoever. The Directors(s)
appointed or nominated under this Article shall be entitled to exercise and enjoy all the rights and privileges
exercised and enjoyed by the Director(s) appointed by the Company including the Payment of remuneration
and travelling and halting expenses of such Director(s) as may be agreed by the Company with such person
or persons aforesaid and also be entitled to attend General Meetings, and Meetings of Committee which he
is a member and receive notice, agenda papers and minutes thereof.
(b) The Board of Directors of the Company shall have no power to remove from office the Nominee Directors.
At the option of the Corporation such Nominee Directors shall not be required to hold any share
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