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. Just like we have Indian constitution which defines all the rules and regulations and all the working flow of our country same way these two articles tell everything about the companies identity, goals,and working pattern. All blank forms to be issued for issued of Share Certificates shall be printed and the printing shall be done only on the authority of a resolution of the Board. Subscription or Associate Clause — It lays down in detail all information about subscribers and their shares. The Company shall complete and have ready for delivery the certificate of all Shares allotted or transferred as provided in the Act.
Situation Clause: The State in which the registered office of the company is to be situated. It comprises of all the necessary details regarding the internal affairs and the management of the company. To purchase, take on lease or exchange, hire, or otherwise acquire any real and personal property and any right of precious business, which the company may think necessary or convenient for the purposes of its business. Every proxy whether a Member or not shall be appointed by an instrument in writing signed under the hand of the appointer or his attorney, or if such appointer is a body corporate under the Common seal of such body corporate or be signed by an officer or an attorney duly authorised by it, and any committee or guardian may appoint such proxy. As the shares are important part for deciding the voting rights, it is always good to keep this condition in transfer of shares.
The Managing Director of the Company for the time being or, if the Company has no Managing Director, every Director of the Company shall be responsible for the maintenance, preservation and safe custody of all books and documents relating to the issue of Share Certificates except the bank forms of Share Certificates. It is a charter of the company which sets out its written goals. So always take a great care while drafting the object clause, because in case it is done wrong it involves a tedious process to set it right. 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. No certificate of any Share or Shares shall be issued either in exchange for those which are sub-divided or consolidated or in replacement of those which are defaced, torn or old, decrepit, worn out, or where the pages on the reverse for recording transfers have been duly utilized, unless the certificate in lieu of which it is issued is surrendered to the Company. The articles provide the regulations by which those objectives and powers are to be conveyed into impact. Acts done beyond the scope Absolutely void Can be ratified by shareholders.
The continuing Directors may act notwithstanding any vacancy in their body, but, if and so long as their number is reduced below the minimum number fixed by Article 105, hereof, the continuing Director may act for the purpose of increasing the number of Directors to that number or of summoning a General Meeting, but for no other purpose. So, these were the definitions of Memorandum of Association and Articles of Association. The Directors may meet together as a Board for the dispatch of business from time to time, and shall so meet at least once in every three months on normal business day and at least four such Meetings shall be held in every year. Liability Clause: The liability of members of the company, whether limited or unlimited, and also state,— i i n the case of a company limited by shares— liability of its members is limited to the amount unpaid, if any, on the shares held by them; and ii in the case of a company limited by guarantee-the amount up to which each member undertakes to contribute— A to the assets of the company in the event of its being wound-up while he is a member or within one year after he ceases to be a member, for payment of the debts and liabilities of the company or of such debts and liabilities as may have been contracted before he ceases to be a member,as the case may be; and B to the costs, charges and expenses of winding-up and for adjustment of the rights of the contributors among themselves; 5. Where requisite a proper contract shall be delivered to the Registrar for registration in accordance with the provisions of the Act and the Board may appoint any person to sign such contract on behalf of the persons entitled to the Dividend or capitalized fund, and such appointment shall be effective. They also contemplate occasionally hiring out the car they would buy for the company. A declaration by the Chairman that a resolution has, on a show of hands, been carried unanimously, or by a particular majority or lost, and an entry to that effect in the minute book of the Company shall be conclusive evidence of the fact, without proof of the number or proportion of the votes recorded in favour of or against the resolution.
The objects for which the Company is established are: A The main objects to be pursued by the Company on its incorporation are: 1. On the off chance that required a 75% of the members from the company can change the articles at whatever point they like. To open and operate bank accounts in the name of the Company. To create any reserve fund, sinking fund, insurance fund dividends equalization fund or any other special funds whether for depreciation or for repairing improve extending or maintaining any of the property of the company or for any of the purpose conductive to the interest of the company. Every company must have its own articles. The company shall have a first and paramount lien — a. TechWelkin Team and our reader community will try to help you.
. The regulations contained in Table A of the first schedule to the Companies Act, 1956 hereinafter referred as Table A shall apply to this Company in so far as are applicable to Public Company and are not amended, modified or substituted by the following Articles. The company shall cause to be kept a Registrar and Index of Members in accordance with the provisions of the Act. The Board shall have power at any time, and from time to time to appoint a person as an additional Director who shall hold office only upto the date of the next following general meeting. 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 : Provided 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 12. It contains the objects, powers, and scope of the company, beyond which a company is not allowed to work, i.
At any General Meeting a resolution put to the vote of the Meeting shall, unless a poll is demanded in accordance with Article 91 hereof, be decided on a show of hands. 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. Any Dividend payable in cash may be paid by cheque or warrant sent through the post to the registered address of the Member or person entitled or in the case of joint-holders to that one of them first named in the Register of Members in respect of the joint-holders. It remains for update of partner and required to draft as a major aspect of joining customs. Where the offer and allotment of such shares are made within two years from the date of incorporation of the Company or within one year from the first allotment of shares made after incorporation, which- ever is earlier, the Board shall be at liberty to offer the shares and allot the same to any person or persons at their discretion.
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 construe to be preliminary including therein the cost of advertising commission for underwriting brokerage, printing and stationary and the expenses attendant upon the formation of the agencies and local boards. The Company shall in each year hold a General Meeting in addition to any other Meeting in that year. Capital Clause — It lays down the total capital of the company. The liability of members is limited. Member has to write in his own handwriting that how much shares does he hold and has to sign the same. All cheques, promissory notes, drafts, hands, 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, 51.