MEMORANDUM OF ASSOCIATION
2. ARTICLES OF ASSOCIATION OF THE
COMPANY
3. SHARE CAPITAL AND VARIATION OF
RIGHTS
9. CONVERSION OF SHARES INTO
STOCK
13. PROCEEDINGS OF GENERAL
MEETINGS
I.
The name of the Company is "Kerala
Agro-Machinery Corporation Limited.'
II.
The Registered Office of the Company will be
situated in the State of Kerala
III.
A.
The main Objects to be pursued by the Company on its incorporation are.
(1)
To manufacture or assemble in India, either
in collaboration or otherwise, Tractors, Power tillers and their attachments,
diesel engines, pump sets and attachments and spares thereto and to
acquire, purchase, give or sell, export or import the same, either
on hire purchase or on full payment or otherwise as may be interest
to the Company.
(2)
To acquire and take over, as a going concern
or otherwise, the undertaking and facility now owned and set up by the Kerala Agro Industries
Corporation Ltd., for the manufacture or assembly of Kubota Power Tillers with
the whole or any part its assets and liabilities pertaining to the said
undertaking or facility, for cash consideration or otherwise, and to adopt,
exploit and turn to account the agreements, contracts, patents, licences,
letters of indent and other rights and privileges entered into or obtained by
the said the Kerala Agro-Industries Corporation Ltd. so far as they relate to
the said undertaking or facility
(3)
To organise, conduct or manage engineering
workshops or repair shops of all descriptions and to manufacture, import,
export, buy, sell or otherwise deal in workshop machinery, machine tools and
metals of all kinds and to undertake repairs and servicing of agricultural
machinery or other machinery equipment, implements and tools and render other
kinds of service for consideration or otherwise
(4)
"To manufacture or assemble in India,
either in collaboration or otherwise Power Reapers, Reaper Binders, Combine
Harvesters, Rice Transplanters, Potato Diggers, Threshers, such other
agricultural machineries and their attachments and spare parts
thereto and to
acquire, purchase, give or
sell, export or import the same for trading either on hire purchase or on full
payment or otherwise as may be of interest to the Company
B. The objects incidental and / or ancillary to the
attainment of the above main
objects of the Company are:-
(1)
To take over from the Government of Kerala or
other Governments, Municipalities, Corporations or other bodies, the facilities
falling within the ambit of sub-clause III A (1), (2) and (3) above, with or
without the rights and liabilities in so far as they relate to such facilities
(2)
To promote, establish, administer, own and
run industries and facilities for the manufacture of agricultural implements,
agricultural machinery and other materials and equipment which will help the growth
and modernisation of agriculture, animal husbandry, poultry, dairying and
fisheries
(3)
To promote, establish, administer, own and
run industries and facilities for processing agricultural produce and products
of piscicultural and animal origin for the purpose of increasing the
availability of foods and subsidiary foods in the country and for export
(4)
To employ distributors, commission agents and
underwriters and to provide for the remuneration of such persons for their
services by payment in cash or by the issue of shares debentures or other
securities of the Company.
(5)
To operate suitable schemes including the
financing of any industry or facility mentioned in sub-clauses A (1), (2) and
(3) and B (1), (2) and (3), whether owned by the State or the Central Government
or by any individual, person, company, association or co-operative society, by
way of under-writing the issue of shares, participating in the share capital,
grant of loans and offering guarantees
(6)
To promote and operate schemes for the
development of the industries of the categories mentioned in sub clauses A(l),
(2) and (3) and B(l) and (3) and for that purpose to undertake investigations,
collect statistics, prepare or cause to be prepared feasibility studies and
project reports.
(7)
To undertake a systematic study of supply and
production trends in the Agro-Industrial activities of interest to the Company
(8)
To promote and establish Comapnies,
Co-operative Societies, Associations, Advisory Boards and other suitable
organisations for the setting up of industries mentioned above or for achieving
any of the objects of the Company
(9)
To aid, assist and finance any company,
industrial undertaking or enterprises whether owned by the Government or by a
co-operative society or by an individual, firm or a company with capital,
credit, resources etc. For achieving the objects of the company
(10)
To procure capital, or financial assistance
or accommodation for or provide machinery and other facilities to any company,
Co-operative Society, person or association to achieve the objects of the
Company
(11)
For the purpose of promoting the rapid
development of industries of the category mentioned in sub clause A (1), (2)
and (3) and B (1), (2) and (3) above
(i)
To grant or guarantee loans or advances to
any company, co-operative society, association or individual engaged or
proposing to engage in any such industry;
(ii)
To underwrite the issue of stock, shares,
bonds, debentures by any company, association or concern engaged or proposing
to engage in any such industry;
(iii)
To retain as part of its assets any stock,
shares, bonds or debentures which it may have to take-up in fulfillment of its
underwriting liabilities;
(iv)
To take, subscribe, hold shares, debentures,
securities in any company, association or concern engaged or proposing to
engage in any such industry;
(v)
To guarantee or counter-guarantee on such
terms and conditions as may be agreed upon, deferred payment due from any
company association or concern engaged in any such industry;
(a)
In connection with its import of capital goods from outside India;
OR
(b)
In connection with its purchase of capital goods within India
(12)
To enter into contracts with, and take up
indents from the Government of India and the State Governments in all their
departments and Corporations and other subsidiaries and from any person, firm,
society, company or industry for fabrication, manufacture, assembly and supply
of goods, materials, articles, equipment and services of every description and
to arrange for the performance of such contracts and indents either within the Company
or by sub-contracting them to, or placing orders in respect of part or whole
thereof or servicing or processing in connection therewith, with others, and to
have the goods, materials, articles, equipment or services supplied.
(13)
To employ and remunerate experts to
investigate and examine into the
condition, prospects value, character and circumstances, of any business or
industrial concern and undertaking and generally of any assets, property or
rights.
(14)
To sell, dispose of or transfer any
industrial undertaking, project or factory of this company to any other company
or association or concern on such terms and conditions as may be determined by
this Company
(15)
To invest the capital of the company in or to
deal with shares, stocks,
bonds, debentures, obligations and other securities of any other Company or
association or co-operative society formed for establishing, executing or
working any industrial undertaking approved by the Company
(16)
To
apply for tender,
purchase or otherwise
acquire contracts and concessions for, or in relation to the
construction, execution, carrying out, 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
(17)
To direct the management, control and
supervision of any company, association or concern by nominating directors,
controllers, supervisors, advisors or otherwise or to collaborate with any
company or association or concern formed for carrying on any manufacture or
business within the objects of the company.
(18)
To enter into any partnership or arrangement
for joint working in business, sharing of profits, pooling of any industrial
undertaking, joint adventure or reciprocal concession with any other company,
firm, Co-operative society or persons carrying on or engaged in any manufacture
or business within the objects of the Company or similar thereto.
(19)
Subject to the provisions of the Act, to
amalgamate with any Company or Companies, Corporations, Co-operative Society
having objects altogether or in part similar to those of this Company.
(20)
To establish, promote, subsidise and
otherwise assist any Company or
Companies Co-operative Societies or other concern for the purpose of setting up
any industry or running any industrial undertaking, acquiring any property or
furthering any of the objects of this Company.
(21)
To sell, dispose of, let on lease or on hire
or transfer the business, property, assets and undertakings of the Company, or
any part thereof for cash, stock or shares of any other company or for any
other consideration which the Company may deem fit to accept.
(22)
To take suitable steps to enable the Company
to carry any of its objects into effect, or for effecting any modification of
the Company's constitution, or for any other purpose which may seen expedient.
(23)
To sell, improve, manage, develop, exchange,
lease, mortgage, enfranchise, dispose off, turn to account, or otherwise deal
with all or any part of the property and rights of the Company
(24)
To undertake payment of all rents and
performance and observance of all covenants, conditions and agreements
contained in or reserved by any lease or leases which may be granted or
assigned to, or may be otherwise acquired by the Company.
(25)
To accept stock or shares in, debentures,
mortgage-debentures or other securities of any other company in payment or part
payment for any services rendered or for any sale made to or debt owing from
any such company.
(26)
To acquire and undertake the whole or any
part of the business, property and liabilities of any person or company who or
which was or is carrying on any business which the Company is authorised to
carry on, or possessed of property suitable for the purpose of the company.
(27)
To pay all costs, charges and expenses
incurred or sustained in or about 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, and brokerage
for placing or assisting, to place shares or debentures lawyer's charges,
printing and stationery and expenses attendant upon the formation of agencies.
(28)
Upon any issue of shares, debentures or other
securities of the company, to employ brokers, commission agents and
underwriters and to provide for the remuneration of such persons for their
services by payment in cash, or by the issue of shares, debentures or
securities of the company or by the granting of options to take the same, or in
any other manner allowed by law.
(29)
To pay for any properties, rights or
privileges acquired by the company, either in cash or partly in shares and
partly in cash or otherwise
(30)
To purchase, take on lease or in exchange, or
on hire or otherwise acquire any real and personal property and any rights or
privileges which the company may think necessary or convenient for the purpose
of its business and in particular, any land, buildings, easements, machinery,
plants and stock-in-trade.
(31)
To construct, erect, maintain and alter any
buildings, plants and machinery or works necessary or convenient for the
purpose of the Company.
(32)
To construct, improve, maintain, develop,
work, manage, carry out or control any roadways, tramways, railway's branches,
or sidings, bridges, reservoirs, water courses, wharves, markets, saw and other
Mills, Manufactories, ware houses, electric works, or distribution systems,
shops, stores and other works and conveniences, which may seem calculated
directly or indirectly to advance the company's interest and to contribute to,
subsidies or otherwise assist or take part in the construction, improvement,
maintenance, working, management, carrying out or control thereof.
(33)
To develop any land acquired by the company
or in which it is interested, by laying out and preparing the same for building
purposes, constructing, altering pulling down, decorating, maintaining, fitting
up and improving buildings and by planting, paving, draining, farming,
cultivating and letting on lease or agreement and by advancing money to and
entering into contracts and arrangements of all kinds with builders and others
and turn to account the same.
(34)
To apply for and take out, purchase or
otherwise acquire any trade mark, patent, patent rights, inventions, copyright,
designs know how of secret processes, etc., which may be useful for the companies
objects and to grant licenses to use the same and to work, develop, carry out,
exercise and turn to account the same.
(35)
To enter into any arrangements with Foreign
Governments, or the Government of India or the Government of Kerala, or any
other Government or State or Local Authority or Institutions, Corporations,
Banks or persons for the purpose of carrying out the objects of the Company or
furthering its interests and to obtain from such Government or Authority,
Institution or Corporation or Bank or person any charters, subsidies, loans,
indemnities, grants, contracts, licenses, rights concessions, privileges or
immunities which the company may think it desirable to obtain and exercise,
turn to account and comply with any such arrangements, rights, privileges and
concessions.
(36)
To issue, or guarantee the issue of, or the
payment of interest on the shares, debentures, debenture stock, or other
securities or obligations of any company or association and to pay or provide
for brokerage, commission and underwriting in respect of any such issue.
(37)
To place in reserve or to distribute as
dividend or bonus among the members or otherwise apply as the company may from
time to time think fit any moneys received by way of premium on shares or
debentures issued at a premium by the company and any moneys received in
respect of dividends accrued on forfeited shares and moneys arising from the
sale by the company of forfeited shares or from unclaimed dividends.
(38)
To draw, make, accept, endorse, discount,
issue, negotiate and execute cheques promissory notes bills of exchange, bills
of lading, debentures and other negotiable or transferable instruments.
(39)
To borrow or raise or secure the payment of
money in such manner as the company shall think fit, and in particular by the
issue of debentures or debenture stock, bonds or other securities, perpetual or
otherwise, at a discount, premium or otherwise, at a discount, premium or
otherwise and to charge all or any of the Company's properties (both present
and future) including its uncalled capital and to purchase, redeem or pay off
such securities.
(40)
To receive grants loans, advances, or other
moneys, or deposit or other kinds of financial assistance from the State or
Central Government, Banks, Firms, Companies, Trusts or individuals with or
.without allowances of interest thereon but without doing the business of
banking within the meaning of the Banking (Regulations) Act 1949 (Central Act X
of 1949)
(41)
To lend moneys to such persons or firms or
companies on such terms as may deem expedient, and in particular to customers
and others having dealings with the company, and to guarantee the performance
of contracts by any such per sons or firms or companies.
(42)
To invest and deal with the moneys of the
company, not immediately required, in such manner, other than in the shares of
the company as, from time to time, may be determined.
(43)
To acquire by subscription, purchase or
otherwise and to accept and take hold of and sell, shares or stock in any company, Co-operative Society or
undertaking, the objects of which shall either in whole or in part, be similar
to those of this company, or such as may be likely to directly or indirectly
promote or advance the interests of the company.
(44)
To establish, maintain, subscribe to or
subsidies or become member of training institutions, and experimental workshops
for scientific and technical research and experiments.
(45)
To act agent for Government or other
authorities or any manufacturers,
merchants and others and to transact and carry on agency business of every kind
and of any description connected with the business of the company
(46)
To employ or pay experts, Indian or foreign
consultants, etc. in connection with the planning and development of all or any
of the business connected with the company's operations.
(47)
To create any depreciation fund, reserve
fund, sinking fund, insurance fund or any special or other fund, whether for
depreciation or for repairing, replacing, 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 equalising dividends or for
any other purpose whatsoever, and to transfer any such fund or part thereof to
any of the other funds herein mentioned.
(48)
To use trade marks or trade names or brands
for the products and goods of the company and adopt such means of making known
the business and products of the company or of any business of any individual
firm, company, society or other body or institution in which the company is
interested as may seem expedient and in particular by advertising in
newspapers, magazines, periodicals, by circulars, by purchase and exhibition of
works of art or interest, by opening stalls and exhibitions, by publications
and distribution of books and periodicals, calendars, almanacs and diaries by
distributing samples and by granting prizes, rewards and donations.
(49)
To undertake, initiate campaigns, schemes
relating to agricultural activities, operations and services of interest to
agriculturists expected to give better and improved yields; and to undertake
extensive demonstrations of modern
agricultural implements so as to promote their sale.
(50)
To establish agencies and branches in India
and elsewhere and to regulate and discontinue the same
(51)
To procure for the company the registration
or recognition in any foreign country or place.
(52)
To provide for the welfare of persons who are
or were in the employment of the company, and to wives, widows and families of
such persons, by building or contributing to the building of houses, dwellings
or chawls, establishing provident or other funds by grants of money, pensions,
allowance, bonus or other payments and by providing or subscribing towards
place 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
object or any exhibition or any public show or useful object. But the company
shall not make any contributions to any political party or purpose.
(53)
To distribute in species or otherwise as may
be resolved, any assets of the company among its members, and particularly the
shares, debentures or other securities of any other company formed to take over
the whole or any part of the assets or liabilities of this company as may be
permissible under law.
(54)
To make donations to any persons or
institution, either of cash or of any other assets as may be thought, directly
conducive to any of the company's objects; provided that the company shall not
make any contribution to any political party or purpose
(55)
To do all or any of the matters hereby
authorized (in any part of the world) either alone or in conjunction with or as
factors, trustees or agents for any other companies or persons, or by or through
any factors, trustees or agents.
C. The other objects for which the company is
established are:-
(1)
To manufacture, buy, stock, sell import and
export and generally to deal in such articles as tractors, power tillers, all
types of sprayers and dusters, engines and pump sets and all types of
agricultural implements and machinery
(2)
To manufacture and or deal in all types of
plant protection chemicals, fertilizers and all types of plant foods, fishing
boats and crafts, fishing nets and gadgets, all types of refrigeration
equipment, dairy equipment, equipment necessary for animal husbandry and
poultry farming, all types of equipment for processing and preserving agricultural produce, fruits, vegetables,
fish, milk, eggs and other food materials of animal or poultry origin.
(3)
To engage in the processing and preservation
of foods, milk, fish, fruits, vegetables and all food materials of animal,
poultry, agricultural or pisicultural
origin, and to buy, stock, sell, import and export and generally to deal in
such processed foods.
IV.
The liability of the member is limited
V.
The authorized capital of the company is
Rs.2,00,00,000 (Rupees Two Crore) divided into 2,00,000 (two lakh) shares of
Rs.100 (Rupees one hundred each) with power for the company to increase or
reduce the capital of the company and to issue any part of its capital with or
without any preferential, guaranteed, qualified or special rights and
conditions and with power to vary, modify, amalgamate or abrogate any such
rights, privileges or conditions in accordance with the provision of the
companies Act, 1956 (Central Act I of 1956)
We,
the several persons whose name and addresses are subscribed below, 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.
|
Name of the Subscriber |
Address, Description and occupation |
No.of shares |
Signature of the subscriber |
|
1 |
2 |
3 |
4 |
|
K.C. Vamadevan |
Ravi Nivas, Manacaud, Trivandrum S/o K.Chandrasekhara Panicker, Social Worker |
one |
sd/- |
|
V.Balagangadhara Menon |
K-l, Jawhar nagar, Trivandurm S/o. K.K. Nair, Govt. Servant |
one |
sd/- |
|
E John Jacob |
Mankotta Veeyapuram P.O., Haripad S/o Elanjical Jacob John Agriculturist |
one |
sd/- |
|
G.Sreedharan Nair
|
Sudhir Bhavan, Kizakakara,
Kottarakara S/o K.Gopalan Unnithan Advocate |
one |
Sd/-- |
|
HajiM.M. Mohommed Abdul Heyyie |
P.O.Otheloor (Via) Nanamukku S/o M.A. Moidunni Haji Farmer |
One |
sd/- |
|
T.K. Ramakrishnan |
Perumprayil House Eroor, Tripunithura, S/o Kunjiraman, Social Worker |
One |
Sd/- |
|
Meloth Narayanan Nambiar |
Madhavipuram KanathurP.O., Kasargode S/o K.P.Kelu Nair Farmer |
One |
Sd/- |
|
|
Total Seven equity
shares |
||
|
Signature of the witnesses their
description and occupation |
|
|
Sd/- K.R.Nair F-8, Jawahar nagar, Trivandrum S/o M.G. Kesava Pillai Secretary, Kerala Agro Industries
Corporation Ltd. |
Sd/- K.Unnikrishnan Nair Keezhathil
Gourees apattom Trivandrum-4 S/o V.Kumara Pillai Asst. Secretary, Kerala Agro Industries Corporation Ltd. |
Dated this 16th day of
March 1973, Ernakulam
1.
(1) In these Articles, Unless the context otherwise requires
(a)
"The Company" or "This Company
means Kerala Agro – Machinery Corporation Limited.
(b)
"The Act" means the Companies Act,
1956 (Central Act I of 1956) and the section referred to are the -
sections of the Act.
(c)
"The Board" means the Board of
Directors of the Company
(d)
"Month" means the English calendar
month and "year" means the financial year commencing
with first April of every year and ending with 31st March of the
succeeding year.
(e)
"Chairman" means the Chairman of
the Board of Directors for the
time
being of the company
(f)
"Seal" means the common seal of the
Company
(g)
"In writing" or
"Written" includes printing, lithography and other modes or representing or
reproducing words in a visible form.
(h) "Governor" means the 'Governor of
Kerala'
(2)
The marginal notes and catch lines in these
Articles shall not affect the constitution of any of the Articles
(3)
Unless the context other wise requires,
words, or expressions contained in these Articles shall bear
the same meaning as in the Act or any statutory modification thereof in force.
(4)
In these Articles, unless the context
otherwise requires, the words importing the singular shall include the plural
and vice versa, and words importing the masculine shall include the feminine
and the words importing persons shall include the bodies corporate.
(5) The Regulations contained in Table 'A' of Schedule
I to the Act shall not apply to this company except in so far as the
same are reproduce or expressly made
applicable by these articles or by the Act.
2.
Subject to the provision of section 80, any preference shares may,
with sanction of an ordinary resolution, be
issued on the terms that they are, or at the option of the company are liable,
to be redeemed on such terms and in such manner as the company before the issue of the shares may, by special resolution, determine
3.
(1) 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 if issue of the
shares of the class) may, subject to the provisions of section
106 and 107 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.
(2) To every such
separate meetings, the provisions of these regulations relating
to general meetings shall mutantis mutandis apply, but so that the
necessary quorum shall be two persons at least holding or representing
by proxy one-third of the issued shares of the class in question
4.
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 shares ranking
paripassu therewith
5.
(1) The Company
may exercise the powers of paying commission
conferred by Section 76, provided that the rate percent., or
the amount of the commission paid or
agreed to be paid shall be disclosed in the manner required by that Section
(2)
The rate of the commission shall not exceed
the rate of five percent of the price at which the
shares, in respect where of the same is paid, are issued or
an amount equal to five percent of such price, as the case may be.
(3)
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
(4)
The company may also, on any issue of shares,
pay such brokerage as may be lawful.
6.
Except as required by law, no person shall be
recognised by the company as holding any share upon any trust, and the company
shall not be bound by, or be compelled in any way to recognise (even when having
notice thereof) any equitable contingent,
future or partial interest in any share, or any interest in any fractional part of a share, or (except only as
by these regulations or by law otherwise provided) any other rights in respect
of any share except an absolute right
to the entirely thereof in the registered holder.
7.
(1)Every
person whose name is
entered as a member
in the register of members shall
be entitled to receive within
three months after allotment or within
two months after the application for the registration of transfer (or within
such other period as the conditions of issue shall provide)
(a) One
certificate for all his shares without payment; or
(b) Several certificates, each
for one or more of his shares, upon payment of
one rupee for every certificate after the first
|
(2) |
Every certificate
shall be under the seal and shall specify the shares to which it relates and
the amount paid up there on.
|
(3) |
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
8.
If a share certificate is defaced, lost or destroyed, it may be
renewed on payment of such fee, if any,
not exceeding two rupees and on such terms, if any, as to evidence and indemnity and the payment of
out-of-pocket expense, incurred by
the company in investigating evidence, as the directors think fit.
9. (1) The Company shall have a first and paramount
lien
(a)
on every share (not being a fully-paid
share), for all moneys (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 moneys presently
payable by him or his estate to the company.
Provide that the Board of directors may at any time declare any
share to be wholly or in part exempt from
the provisions of this clause
(2) The
company's lien, if any, on a share shall extend to all dividends payable
thereon.
10. The company may sell, in
such manner as the board thinks fit, any shares on
which the company has a lien:
Provided that no sale
shall be made-
(a)
Unless a sum in respect of which the lien
exists is presently payable, or
(b)
Until the expiration of fourteen days after
a notice in writing, stating and demanding payment of such
part of the amount in respect of which the lien exists as in
presently payable, has been given to the registered holder for the time being of
the share or person entitled thereto by reason of his death or insolvency.
11. (1)
To give effect to any such sale, the Board may authorize some person to
transfer
the shares sold to the purchaser thereof.
(2)
The purchaser shall be registered as the holder
of the shares comprised in any such transfer.
(3)
The purchaser shall not be bound to see to
the application of the purchase money, nor shall his
title to the shares be affected by any irregularity or invalidity in the
proceedings in reference to the sale.
12 (1)
The proceeds of the sale shall he 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.
(2) The residue, if
any, shall subject to alike 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.
13. (1) The
Board, from time to time,
make calls upon the members
in respect of any
moneys 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
(2)
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.
(3) A
call may be revoked or postponed at the discretion of the Board
14.
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 installments
15.
The joint holders of a share shall be jointly
and severally liable to pay all calls in respect thereof.
16.
(1)
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 five percent per annum or at such
lower rate, if any, as the Board may determine.
(2) The board shall be at liberty to waive
payment of any such interest wholly or in part.
17.
(1)
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.
(2)
In case of non-payment of such sum, all the relevant provisions of these
regulations as to payment of interest and expenses, forfeiture or otherwise
shall apply as if such sum had become payable by virtue of a call duly made and
notified
18.
The Board-
(a) May if it thinks fit receive from any
member , willing to advance the same, all or any part of
the moneys uncalled and unpaid upon any shares held by him; and
(b)
Upon all or any of the moneys so advanced, may (until the same would, but
for such advance, becomes presently payable) pay interest at such rate
not exceeding, unless the company in general meetings shall otherwise
direct, six percent per annum, as may be agreed upon between the
Board and the members paying the sum in advance.
19.
(1)
The instrument of transfer of any share
in the company shall be executed
or on behalf of both transferor and the transferee
(2)
The transferor shall be deemed to remain the holder of the share until the name
of the transferee is entered in the register of members in respect thereof.
20. So far as concerns any share held by any person as a nominee of the
Governor
or
the Governor requiring him to transfer any such share to
the Governor or
to
any other person or persons nominated by the
Governor or any such person becoming of unsound mind or being
adjudicated as insolvent, or dying or ceasing to hold the office by
virtue of which he is considered as a nominated share-holder of
the company or on such person, being a company, being wound up
voluntarily or by the court or subject to the supervision of the Court, the
following provision shall take effect, namely:-
(a)
The Governor may at any time serve on the
Company with a requisition to enforce the transfer of any such share.
(b)
The Company shall thereupon forthwith give to the holder of such
share or where the holder has become of
unsound mind, to his committee or other guardian or where the holder has become
or been adjudicated as insolvent, to the assignee of his estate and
effects, or where the holder is dead, to his heirs or legal representatives or
where the holder, being a Company, has been wound up or is being wound up as
aforesaid to its liquidator, notice
in writing of the requisition stating that unless within 14 days afterwards, the holder or as the case may
be the committee or guardian or
assignee or heirs or legal representatives or liquidator or such holder, shall execute in favour of the Governor or
any person or persons nominated by Governor a proper transfer form in respect
of such share and hand over the same
along with the relative certificate in respect of such share to the Governor or any other person or persons nominated by him in that behalf, the Company may at any
time thereafter execute a transfer in
respect of such share for and on behalf of such holder or his Estate and
the same shall be deemed to have been duly and
properly executed for and on behalf of such
holder or of his estate, and thereupon
the holder or his estate shall cease to have any interest whatsoever in
such share and the certificate of such share, if not handed over as aforesaid shall thereupon stand cancelled
and be and become void and of no effect, and the Company shall be
entitled thereafter to issue a new
certificate in lieu thereof in favour of the Governor or of such person or persons as the Governor may nominate.
21.
Subject to the provisions of Section 108, the
shares in the company shall be
transferred in the prescribed form.
22.
The Board may, subject to the right of appeal
conferred by section 111,
decline
to register-
(a)
The transfer of a share, not being a
fully-paid share, to a person of whom they do not approve, or
(b)
Any transfer of shares on which the company
has a lien.
23. The Board
may also decline to recognize any instrument of transfer unless-
(a)
a fee of two rupees is paid to the company in
respect thereof;
(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
transfer to make the transfer; and
(c)
the instrument of transfer is in respect of
only one class of shares.
24. Subject to
the provisions of section 154, 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.
25. The company shall be entitled to charge a fee not exceeding two rupees
on the registration of every probate,
letters of administration certificate of death or marriage, power-of- attorney or other instrument.
26. (1) On the death of a member,
the survivor or survivors where the member was
a joint holder, and his legal representatives where he was a sole holder, shall be the only persons recognized
by the company as having any title to his interest in the shares.
(2) Nothing in
clause (1) 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. (1) 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 herein after 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.
(2) 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. (1) 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.
(2)
If the person aforesaid shall elect to
transfer the share, he shall testify his election by executing a transfer of the share.
(3)
All the limitations, restrictions and
provisions of these regulations relating to the right to transfer
and the registration of transfer 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 with hold payment of all dividends, bonuses, or other
moneys payable in respect of the
share, until the requirements of the notice have been complied with.
30.
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 times 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.
31.
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 will
be liable to be forfeited.
32.
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.
33.
(1)A forfeited share may be sold or otherwise
disposed of on such terms and in such manner as the Board thinks fit.
(2)
At any time before a sale or disposal as aforesaid, the Board may cancel the
forfeiture on such terms as it thinks fit.
34.
(1) A
person whose shares have been forfeited
shall ceases to be a member in respect
of the forfeited share, but shall, notwithstanding the forfeiture, remain
liable to pay to the company all moneys which, at the date of forfeiture, were
presently payable by him to the company in respect of the shares.
(2) The liability
of such person shall cease if and when the company shall have
received payment in full of all such moneys in respect of the shares.
35.
(1) 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.
(2) 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.
(3) The transferee
shall thereupon be registered as the holder of the share.
(4) 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 forfeiture, sale or disposal
of the share.
36.
The provision of these regulations as to
forfeiture shall apply in the case of non-payment of any sum which by the
terms of issue of a share, becomes pay able at a fixed time, whether on account of the nominal value of
the share or by away of premium, as if the same had been payable by virtue of a
call duly made and notified.
37.
The company may, by ordinary resolution :-
(a)
convert any paid-up shares into stock; and
(b)
reconvert any stock into paid-up shares of
any denomination.
38.
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.
39.
The holders of the stock shall according to
the amount of stock held
by them, have the same rights, privileges and advantages as regard
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.
40.
Such
of the regulation of the company (other than those relating to share
warrants), 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 issue share warrants subject
to, and in accordance with, the provisions of section 114 and 115; and
accordingly the Board may in its discretion, with respect to any share which is
fully paid up, on application in writing signed by the person registered as
holder of the share, and authenticated by such evidence (if any) as the Board
may, from time to time, require as to the identity of the person signing the
application, and on receiving the certificate (if any) of the shares, and the
amount of the stamp duty on the warrants and such fee as the Board may from
time to time require, issue a share warrant.
42.
(1)
The bearer of a
share warrant may
at any time deposit the warrants at the
office of the company, and so long as the warrant remains so deposited, the
depositor shall have the same right of signing a requisition for calling a
meeting of the company, and of attending, and voting and exercising the other
privileges of a member at any meeting held after the expiry of two clear days
from the time of deposit as if his name were inserted in the register of
members as the holder of the shares included in the deposited warrant.
(2)
Not more than one person shall be recognise as depositor of the share warrant.
(3)
The company shall, on two days, written notice, return the deposited share
warrant to the depositor.
43.
(1)
Subject as herein
otherwise expressly provided,
no person shall,
as bearer of a share warrant,
sign a requisition for calling a meeting of the company or attend or vote or
exercise any other privilege of a member at a meeting of the company, or be
entitled to receive any notices from the company.
(2)
The bearer of a share warrant shall be entitled in all other respects to the
same privileges and advantages as if he were named
in the register of members as the holder of the shares included
in the warrant, and he shall be a member of the company.
44.
The Board may, from time to time, make rules
as to the terms on which (if it
shall think fit) a new share warrant or coupon may be issued by way or renewal
in case of defacement, loss or destruction.
45.
The company may, from time to time by
ordinary resolution increase the share
capital by such sum to be divided into shares of such amount, as may be specified
in the resolution.
46.
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)
Sub-divide its existing shares or any of them
into shares of smaller amount than is fixed by the memorandum, subject nevertheless to
the provisions of clause (b) of sub-section
(1) of section 94;
(c)
Cancel any shares which, at the date of
passing of the resolution, have not been taken or agreed to
be taken by any person.
47.
The company may, by special resolution,
reduce in any manner and with, and subject to any incident authorised consent
required, by law-
(a)
Its share capital
(b)
Any capital redemption reserve account, or
(c)
Any share premium account.
48.
All General meetings other than annual
general meetings shall be called extra ordinary general meetings.
49.
(1)
The Board may, whenever it thinks fit, call an extraordinary general
meeting.
(2)
If at any time there are not within India directors capable of acting who are
sufficient in number to form a quorum,
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
50.
(1)
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.
(2)
Save as herein otherwise provided, five members present in person shall be a
quorum.
51.
(1)
The Governor may
from time to
time appoint one
or more persons (who need not be a member of the
Company) to represent the Governor at all or any meetings of the Company,
and/or all or any meeting of any class of members of the company and the person
or persons so appointed shall be entitled to exercise the same rights and
powers (including the right to vote by proxy) on behalf of the Governor as if
they are individual members of the Company.
(2)
Any one of the persons appointed by the Governor under clause (1) of this
Article who is personally present at any of the meetings of the company shall
be deemed to be a member entitled to vote and he shall be reckoned for the
purpose of determining whether or not
there is a quorum for the meeting and he shall be entitled to vote on behalf of
the Governor whether on a show of hands or on a poll.
(3)
The Governor may from time to time cancel any appointment made under
clause (1) of this Article and may make fresh appointment or appointments.
52.
(1)
The Chairman, if any,
of the Board shall preside
as Chairman at every
general meeting of the company
(2)
If there is no such chairman, or if he is not present within 15 minutes after
the time appointed for holding the meeting, or is unwilling to act as Chair man
of the Meeting, the Directors present shall elect one of their number to be
Chairman of the Meeting.
(3)
If at any meeting no Director is willing to act as Chairman or if no Director
is present within 15 minutes after the time appointed for holding the meeting,
the members present shall choose one of their number to be Chairman of the
Meeting.
53.
(1)
The Chairman, 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.
(2)
No business shall be transacted at any adjourned meeting other than the
business left unfinished at the meeting from which the adjournment took place.
(3)
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.
(4)
Save as aforesaid, it shall not be necessary to give any notice of an adjournment or of the business
to be transacted at an adjourned meeting.
54.
In the case of an equality of votes, whether
on a show of hands or on a poll, the chairman of the meeting at which the show
of hands takes place, or at which the poll is demanded, shall be entitled to a
second or casting vote.
55.
Any business other than that upon which a
poll has been demanded may be proceeded with, pending the taking of the poll.
56.
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 as laid down in section 87.
57.
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.
For
this purpose, seniority shall be determined by the order in which the names stand in the register of members.
58.
A member of unsound mind, or in respect of
whom and 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.
59.
No member shall be entitled to vote at any
general meetings unless all calls or other sums presently payable by him in
respect of shares in the company have
been paid.
60.
(1)
No objection shall be raise 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,
(2) Any such objection made in due time shall be
referred to the chairman of the meeting, whose decision shall be final and
conclusive.
61.
The instrument appointing a proxy and the
power of attorney or other authority, if any, under which it is signed or a
notarially certified 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.
62.
An instrument appointing a proxy shall be in
either of the forms in Schedule IX to the Act or a form as near thereto
circumstances admit.
63.
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 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.
64.
(1)
Until otherwise determined by the Company in general meeting, the number
of Directors shall not be less than 6 or more than 11. The Subscribers to the
Memorandum shall be the first Directors of the Company and all of them shall
retire at the first annual meeting. Thereafter, one-third of the total number
of Directors from time to time (fractions of one being ignored) may be
appointed by the Governor a major shareholder, who shall be entitled, from time
to time, to remove any of them from the office and in the event of such removal
or in the event of any vacancy in the office of any such Director caused by
resignation, death or otherwise, the said Governor shall be entitled to appoint
another in the vacancy "Provided that so long as the Company continues to
be wholly owned Government Company, all the Directors including the Chairman
and the Managing Director shall be appointed by the Governor. The Directors so
appointed shall not be liable to retirement by rotation. The Governor shall
have the power to remove any Director including the Chairman and the Managing
Director from Office at any time.1 Provided that so long as any loan or money
is outstanding in favour of IDBI, IFCI or any other financial Institutions or
Corporations such Institution shall have the right to nominate a member or
members on the Board of Directors of the company. Such a director appointed by
the financial institution shall not be required to take any qualification share
or liable to retire by rotation. The financial institutions shall also have
the right to recall such directors from time to time and appoint another in
that place.
(2) All Directors, other than those appointed
by Financial Institutions and Governor as per clause (1) of this Article shall
be liable to retirement by rotation and the manner of their retirement and the
manner of appointment of Directors in the place of those so retiring shall be
as provided is Section 256 of the Act and the sections which follow.
65.
(1)
"The remuneration of
the Directors shall,
in so far as it
consists of a monthly payment,
be deemed to accrue from day to day. "Provided that so long as the Company
continues to be wholly owned Government Company, the Chairman, the Managing
Director and the Directors other than those nominated by the Financial
institutions under Article 64 (1) will be entitled to only the remuneration and
other facilities as may be prescribed by Government from time to time.
(2)
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.
66.
The qualification of every Director, other
than the ex-officio / and nominated directors shall be the holding whether
solely or jointly with others, of at least one share in the company :-
Provided that the
Directors appointed by the Governor under article 64 (1) are not
required to hold any qualification share."
67.
The Board may pay all expenses incurred in
getting up and registering the company.
68.
The company may exercise the powers conferred
by section 50 with regard to having an official seal for use abroad, and such
powers shall be vested in the Board.
69.
The company may exercise the powers conferred
on it by sections 157 and 158 with regard to the keeping of a foreign register,
and the Board may (subject to the provisions of those sections), make and vary
such regulations as it may think fit respecting the keeping of any such
register.
70.
All cheques, promissory notes, draft,
hundies, bills of exchange and other negotiable instruments; and all receipts
for moneys paid to the company, shall be signed drawn, accepted, endorsed, or
otherwise executed, as the case may be, by the Managing Director of the
company, or where there is no Managing Director by such person and in such
manner as the Board shall from time to time by resolution determine.
71.
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.
72.
(1)
The Board shall have power at any tine, 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 maxi mum strength fixed for the Board by the
articles.
(2)
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.
A. The
Board shall follow the principles of reservation as applicable to appointments
in the Kerala Govt. service in all appointments under the Company to which
appointments are made by direct recruitment.
73.
(1)
Subject to the provisions of Section 285 and 287 of the Act, the
Directors may meet for the despatch of business and adjourn and otherwise
regulate their meetings as they think fit.
Provided
that so long as the Company continue to be a wholly owned Government Company, a
quorum shall not be deemed to be complete for the transaction of the business
unless at least one official representing the Administrative Department or the
Finance Department of the Government of Kerala who is a Director for the time
being, is present".
(2)
A director may and the manager or secretary on the requisition of a direct or
shall, at any time, summon a meeting of the Board.
74.
(1)
Save as otherwise expressly provided in the Act, questions arising at
any meeting of the Board shall be decided by a majority of votes.
(2)
In case of any equality of votes, the chairman of the Board, if any, shall have
a second or casting vote.
75.
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 director or directors 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.
76.
(1)
The Governor may
from time to
time appoint one
of the Directors appointed by him under Article 64 (1) as Chairman of
the Board. The Chairman shall be entitled to preside over all meetings of the
Board of Directors and General Body and shall exercise such powers as are from
time to time delegated to him by the Board of Directors.
(2)
If there is no such Chairman, or if at any meeting the Chairman is not present
within 15 minutes after the time appointed for holding the meeting, the
directors present may choose one of their number to be Chairman of the meeting
but such Chairman elected at the meeting shall vacate the Chair if the Chairman
arrives subsequent to such election and thereafter the meeting shall continue
with the Chairman of the Board in the Chair.
77.
(1)
The Board may, subject to the provisions of the Act, delegate any of its
powers to committees consisting of such
number or numbers of its body as it thinks fit.
(2)
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.
78.
(1)
A committee may elect a chairman of its meetings.
(2)
If no such chairman is elected, or if at any meeting the chairman is not
present within fifteen minutes after the time appointed for holding the
meeting, the members present may choose one of their number to be chairman of
the meeting.
79.
(1) A committee may meet
and adjourn as it thinks proper.
(2)
Questions arising at any meeting of a committee shall be determined by a
majority of votes of the members present, and in case of an equality of votes,
the chairman shall have a second or casting vote.
80.
All acts done by any meeting of the Board or
of a committee thereof or by any person acting as a director, shall
notwithstanding that it may be afterwards discovered that there was some
defect' in the appointment of any one or more of such directors or of any person acting as aforesaid or that they or
any of them were disqualified, be as
valid as if every such director or such person had been duly appointed and was
qualified to be a director.
81.
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 of committee, shall be as valid and effectual
as if it had been passed at a meeting of the Board or committee, duly convened
and held.
82.
Subject to the provision of the Act-
(1)
a manager or secretary may be appointed by
the Board for such term, at such remuneration and upon such conditions as it may think
fit; and any manager or secretary so
appointed may be removed by the Board. A director may be appointed as a
manager or secretary.
83.
A provision of the Act or these regulations
requiring or authorising a thing to
be done by or to a director and the manager or secretary, shall not be
satisfied
by its being done by or to the same person acting both as director and as, or
in place of, the manager or secretary.
84.
(1)
For the conduct and management
of the business of the company in general, subject to the control and
supervision of the Board the Governor may from time to time appoint any one of
the Directors appointed under Article 64 as Managing Director of the Company
for such terms and for such remuneration (whether by way of salary or
commission or participation in profits or otherwise or partly in one way or
partly in another) as he may think fit, and may from time to time remove or
dismiss him from office and appoint another in his place. Any such Director
appointed to any such office shall if he ceases to hold the office of Director
for any cause ipso facto shall immediately cease to be a Managing Director.
(2)
Subject to the provisions of the Act, the Board may from time to time, entrust
to and confer upon the managing Director, for the time being, such of the
powers exercisable under these Articles by the Board as it may deem proper and
may confer such powers for such time and to be exercised for such objects and
purposes and upon such terms and conditions as found expedient and it may
confer such powers either collaterally with or to the exclusion of and in
substitution for all or any of the powers of the Board in that behalf and may
from time to time revoke, withdraw, alter or vary all or any of such powers.
The Managing Director shall have power to sub-delegate with the prior approval
of Board of Directors, to his subordinate any of his powers delegated to him by
the Board.
85.
(1)
The Board shall provide for the safe custody of the seal.
(2)
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 as
aforesaid shall sign every instrument to which the seal of the company is so
affixed in their presence.
A.
The Board shall not exercise the following
powers without obtaining the written
approval of the Governor viz.
(1) "To create any post or appoint any person to any
post in Grade 11 and above
(2) to incur expenditure of a capital nature exceeding
Rs.10 lakhs at any one time.
B.
The following matters will require the prior approval of the Governor namely;
(a)
increasing or reducing the issued capital of
the Company;
(b)
agreement involving foreign collaboration
proposed to be entered into by
the Company;
(c)
division of capital into different classes.
(d)
formation of/ or assumption of the control of
a subsidiary company; .
(e)
the appointment and / or nomination of
Directors on the Director Boards as ex-officio or otherwise of the Company's
subsidiary companies and other companies.
(f)
winding up of the Company
(g)
foreign tours by any Director, officer or
servant of the Company;
(h)
any other matter which in the opinion of the
Chairman is of such importance as to be reserved for the approval of Governor.
C.
Notwithstanding anything contained in any of these Articles the Governor may
from time to time, issue such directives or instructions as he may think fit in
regard to the finances and the conduct of the business and affairs of the
Company and the Directors shall duly comply with and give effect to such
directives or instructions.
86.
The
company in general meeting may declare dividends, but no dividend shall
exceed the amount recommended by the Board.
87.
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.
88.
(1)
The Board may, before recommending any dividends, set aside out of the
profits of the company such sums as it thinks proper as a reserve or re serves
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 equalising 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, think fit.
(2)
The Board may also carry forward any profits, which it may think prudent not to
divide, without setting them aside as a reserve.
89.
(1)
Subject to the rights of person, if any, entitled to shares with special
rights s 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.
(2) 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.
(3) 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 dividends as from a particular date such share shall rank for
dividend accordingly.
90.
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.
91.
(1)
Any dividend, interest or other moneys payable in cash in respect of
shares may be paid by cheque or warrant sent through the post directed to the
registered address of the holder or, in the case of joint holders, to be
registered address of the holders, to be 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.
(2) Every such cheque or warrant shall be made
payable to the order of the person to whom it is sent.
92.
Any one of two or more joint holders of a
share may give effectual receipts for any dividends, bonuses or other moneys
payable in respect of such share.
93.
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.
94.
No dividend shall bear interest against the
company.
95.
(1)
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 inspection
of members not being directors.
(2)
No member (not being a director) shall have any right of inspecting any account
or book or documents of the company except as conferred by law or authorised by
the Board or by the company in general meeting.
96.
(1)
The company in general meeting may, upon the recommendation of the
Board, resolve-
(a) that it is desirable to capitalise any part
of the amount for the time being standing to the credit of 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 (2) amongst the members who would have been entitled thereto, if
distributed by way of dividend and in the same proportions.
(2)
The sum aforesaid shall not be paid in cash but shall be applied, subject to
the provisions contained in clause (3), either in or towards-
(i)
Paying up any amounts for the time being unpaid on any shares held by such
members respectively;
(ii)
paying up in full un-issued shares of the company to be allotted and distributed
credited as fully paid up, to and amongst such members in the proportions
aforesaid; or
(iii) partly in the
way specified in sub clause (i) and partly in that specified in sub clause (ii)
(3)
A share premium account and capital redemption reserve account may, for the
purpose of this regulation, only be applied in the paying up of unissued shares
to be issued to members of the company as fully paid bonus shares.
(4)
The Board shall give effect to the resolution passed by the company in
pursuance of this regulation.
97.
(1)
Whenever such a resolution as aforesaid shall have been passed, the
Board shall-
(a) make all
appropriations and applications of the undivided profits resolved to be capitalised thereby, and all allotments and
issues of fully paid shares if any;
and
(b) generally to all
acts and things required to give effect thereto.
(2) The Board shall have full power
(a)
to make such provision by the issue of fractional certificates or
by payment in cash or otherwise as it thinks fit, for the case of shares or debentures
becoming distributable in fractions; and also
(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 capitalisation, or (as the case
may require) for the payment up by the company on their behalf, by the
application there to of their respective proportions of the profits resolved to
be capitalised, of the amounts or any part of the amounts remaining unpaid on
their existing shares.
(3)
Any agreement made under such authority shall be effective and binding on all such members
98.
(1)
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 asset of the
company, whether they shall consist or property of the same kind or not.
(2)
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.
(3)
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 contributaries as
the liquidator, with the like sanction, shall think fit, but so that no member
shall be compelled to accept any shares or other securities where on there is
any liability.
99.
Every officer or agent for the time being of
the company shall be indemnified out of the assets of the company against any
liability incurred by him in defending any proceeding, whether civil or
criminal, in which judgement is given in his favour or in which he is acquitted
or in connection with any application under section 633 in which relief is
granted to him by the Court.
|
Name of the Subscriber |
Address, Description and occupation |
Signature of the subscriber |
|
1 |
2 |
3 |
|
K.C. Vamadevan |
Ravi Nivas, Manacaud, Trivandrum S/o K.Chandrasekhara Panicker, Social Worker |
sd/- |
|
V.Balagangadhara Menon |
K-l, Jawhar nagar, Trivandurm S/o. K.K. Nair, Govt. Servant |
sd/- |
|
E John Jacob |
Mankotta Veeyapuram P.O., Haripad S/o Elanjical Jacob John Agriculturist |
sd/- |
|
G.Sreedharan Nair
|
Sudhir Bhavan, Kizakakara,
Kottarakara S/o K.Gopalan Unnithan Advocate |
Sd/-- |
|
HajiM.M. Mohommed Abdul Heyyie |
P.O.Otheloor (Via) Nanamukku S/o M.A. Moidunni Haji Farmer |
sd/- |
|
T.K. Ramakrishnan |
Perumprayil House Eroor, Tripunithura, S/o Kunjiraman, Social Worker |
Sd/- |
|
Meloth Narayanan Nambiar |
Madhavipuram KanathurP.O., Kasargode S/o K.P.Kelu Nair Farmer |
Sd/- |
|
Signature of the witnesses their
description and occupation |
|
|
Sd/- K.R.Nair F-8, Jawahar nagar, Trivandrum S/o M.G. Kesava Pillai Secretary, Kerala Agro Industries
Corporation Ltd. |
Sd/- K.Unnikrishnan Nair Keezhathil
Gourees apattom Trivandrum-4 S/o V.Kumara Pillai Asst. Secretary, Kerala Agro Industries Corporation Ltd. |
Dated this 16th day of
March 1973, Ernakulam