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MEMORANDUM AND ARTICLES

OF ASSOCIATION
OF

PUROTECH HOME APPLIANCES(P)LIMITED

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(Company limited by shares)

ARTICLES OF ASSOCIATION
OF
PUROTECH HOME APPLIANCES (P)
LIMITED

PRELIMINARY
1. The regulations contained in “Table A” in the first schedule to the Indian
Companies Act 1956 (hereinafter referred to as “Table A”) shall apply to the
Company so far as they are not inconsistent with the regulations herein contained.

THE COMPANY
2. The Company is a Private Company within the meaning of Section 3(1)(iii) of
the Indian Companies Act 1956 and accordingly:

(a) The right to transfer Shares of the Company is restricted in the manner and
to the extent hereinafter provided,
(b) No invitation shall be issued to the Public to subscribe for any Shares or
Debentures of the Company and,
(c) The number of the Members of the Company (exclusive of persons in
employment of the Company) shall be limited to fifty, provided that for the
purpose of this provision, where two or more persons hold one or more
Shares in the Company jointly, they shall be treated as a Single Member.

CAPITAL.
3. The Authorized Share Capital of the Company shall be such amount and be
divided into such shares as may, from time to time, be provided in clause 5 of
Memorandum of Association payable in the manner as may be determined by the
Directors from time to time.

4. The Company shall have the power to increase, reduce, consolidate, divide, sub-
divide or re-organize the Authorized Share Capital from time to time by Special

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Resolution and in accordance with the Regulations of the Company and the
Legislative Provisions in force for the time being in that behalf.

5. Any Shares in the Company may be issued with such Preferred, Deferred or other
Special Rights, or such restrictions whether in regard to Dividend, Voting, Return
of Share Capital, or otherwise, as the Company may from time to time by Special
Resolution determine. But no such Shares shall be issued to the prejudice of any
Special Rights previously conferred on the holders of the existing Shares in the
Company.

CALLS ON SHARES
6. Unless otherwise agreed by the Directors of the Company, and subject to the
provisions contained in the Articles, all the Shares shall be issued as fully paid-up.

7. The allotment of Shares shall be under the control of the Directors who may allot,
reject, or otherwise dispose of the same to such persons and on such terms and
conditions as they think fit without assigning any reason for the same.

8. The Board of Directors may allot to any person shares in the capital of the
Company in payment or part payment for purchasing Rights, Goods, Stocks,
Assets, Machinery etc., or in considerations of any service rendered or to be
rendered to the Company by any of its employees.

TRANSFER AND TRANSMISSION OF SHARES

9. The instrument of transfer of any share in the Company shall be executed both by
the Transferor and the Transferee, and 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. The Board shall be bound to register a transfer of
shares made in accordance with the provisions of these Articles and not
otherwise. No transfer shall be registered in the Books of the Company unless
approved by the Board of Directors in writing.

10. Shares of the Company shall be transferred in any usual or common form which
the Directors may prescribe.

GENERAL MEETINGS

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11. For calling an Annual General Meeting, not less than seven days notice and for
calling an Extraordinary General Meeting, not less than two days notice shall be
given in the manner prescribed by the Companies Act, 1956 or as the Directors
may decide.

12. 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 and
throughout the meeting. Quorum shall be at least two members present in person.

13. If within half an hour from the time appointed for holding a general meeting, a
quorum is not present, the meeting shall stand adjourned to the same day in the
next week at the same time and place or to such other day and at such time and
place as the Chairman may determine.

14. At any General Meeting a Resolution put to vote shall be decided on a show of
hands.

DIRECTORS
15. The management of the Company shall be vested with the Board of Directors
consisting of not less than 2 (two) and not more than 8 (eight) Directors.

16. The qualification of a Director shall be the holding of equity shares of a minimum
of Rupees Two Thousand each in his or her own name in the Capital of the
Company.

17. The following shall be the First Directors of the Company and be called as the
Founder Directors of the Company:-
(1) Shri Jyoti Amar Prakash.
(2) Shri Kumar Gaurav.

18. The following persons shall be the Directors of the Company and shall constitute
the Board of Directors:-
(1) The Two Founder Directors.
(2) Any Member of the Company nominated as a Director by the Founder
Director at his option but none of the Founder Directors shall have more than
one Nominee at a time and
(3) Any other Member or Members of the Company as may be elected by the
Company in General Meeting.

19. The Remuneration of the Directors may be determined from time to time by the
Company in the General Meeting.

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POWERS AND DUTIES OF DIRECTORS
20. The business of the Company shall be managed by the Directors of the Company
who may pay all the expenses incurred in setting up and registration of the
Company, and may exercise all such powers of the Company as are not, by the
Indian Companies Act 1956 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 Meeting subject nevertheless to any Regulations of the Articles, to the
provisions of the said Act, and to such Regulations, being not inconsistent with
the aforesaid Regulations made by the Company in General Meeting shall
invalidate any prior act of the Directors which would have been valid if that
regulations had not been made.

21. The Directors may from time to time make and annul such Rules, Regulations and
Bylaws as they deem expedient for the conduct of the Business of the Company
and such Rules, Regulations or Bylaws shall be considered as part of these
Articles unless repugnant to the sense of these presents.

22. The Directors may from time to time borrow or secure payment of any sum or
sums or money for the purpose of the business of the Company. Payments or
Repayments of such money may be raised or secured in such a manner and upon
such terms and conditions in all respects as the Directors may think fit, and in
particular by creating a charge upon all or any part of the property of the
Company both present and future including the uncalled Capital of the Company
for the time being.

PROCEEDINGS
23. A Resolution in writing signed by all the Directors shall have the same effect and
validity as a Resolution of Board of Directors duly passed at a meeting of the
Board duly convened and constituted.

24. The Board of Directors may meet for the dispatch of business and shall so meet at
least once in every three months and at least four such meetings shall be held in
every yesr. The Directors may adjourn or otherwise regulate their meetings, as
they think fit.
25. Twenty four hours written notice for holding a Meeting of the Board of Directors
shall be deemed sufficient. Two Directors personally present shall form the
Quorum.

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ROTATION OF DIRECTORS
26. At the First Annual General Meeting of the Company, the whole of the Directors
except the Founder Directors shall retire from office, and at the Annual General
Meeting in every subsequent year, one-third of the Directors, except the Founder
Directors for the time being or, if their number is not three or multiple of three,
then the number nearest to one-third shall retire from office.

27. The Directors to retire every year shall be those who have been longest in office
since their last election, but as between persons who become Directors on the
same day, those to retire (unless they otherwise agree among themselves) be
determined by Seniority of their Membership or by lot.

28. The retiring Directors shall be eligible for re-election.

29. The Company at the General Meeting at which a Director retires in the manner
aforesaid or in any subsequent General Meeting shall fill up the vacated office by
electing a person thereto, subject to the Right of Nomination by the Founder
Director, to be exercised at their option.

30. The Board of Directors may for the purpose of management of the Company’s
Business in all or any of the lines of its trade appoint any Person, Firm, or
Association as Managing Agents of the Company on such terms and conditions as
it thinks fit.

31. In case no Managing Agents are appointed as aforesaid or the Managing Agents
are appointed only for the purposes of a Specified Line or Lines of Trade, the
Business of the Company relating to all the Trades of the Company, as are not
entrusted to the Managing Agents, shall be managed by the Managing Director of
the Company, whose Office, Powers, and Duties shall be Governed by the
Articles contained hereunder.

32. The Managing Director of the Company shall be elected from amongst the
Directors of the Company by the Board of Directors in its First Meeting to be held
after the Annual General Meeting of the Company on such terms and conditions
as it thinks fit.

33. The Directors may elect amongst themselves Person to act as a Chairman of the
Company for One Year. The Chairman, if so elected, shall preside all the
Meetings of the Company and the Board of Directors shall exercise all the
Supervisory Powers to control the Management of the Company and its affairs.

34. The Remuneration of the Managing Director during the tenure of his Office shall
be decided by the Company in the General Meeting from time to time.

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35. The Managing Director may, as and when required, confer Authority on any one
to look after and conduct suits and sign them, verify plaints and written statements
and to institute conduct, defend, compound, submit to Arbitration and abandon
any Legal Proceedings and Claims on behalf of the Company.

36. The Managing Director shall have full Power and Authority :-

(a) To invest and deal with any moneys of the Company not immediately required
for the purpose thereof and from time to time, vary or realize such investments

(b) To retain, reimburse, or pay out of the money of the Company all Salaries,
Wages, Allowances, Fees and Charges payable to any person engaged
or to pay any worker or employee of the Company and all sums due to him
for his Remuneration or Allowances or expenditure on behalf of the
Company in accordance with these presents.

(c) To sign and give all receipts, releases and other discharges for money or goods
payable to the Company and for the Claims and Demands of the Company

(d) To receive all Money and Securities of the Company, pay all necessary cost,
charges and expenses incurred in the maintenance of the business and the
property of the Company

(e) To give to any Officer, Counsel or any other person employed by or on behalf
of the Company, a fee or commission as he may deem fit

(f) To Control the working of the Company, its Branches, Agencies, Clerks and
other servants of the Company and to appoint, promote, degrade, transfer,
suspend, remove or punish any of them, or pass any order concerning them or
about the Management as may be deemed proper

(g) To enter into such negotiations, to contract and execute and do all such acts,
deeds and things for and on behalf of the Company, as he may consider
expedient for the business of the Company or in the interest of the
Company

(h) To support or aid in the establishment and support of Associations or


Institutions in funds calculated to benefit any of the employees of the
Company or their dependents or their connections and to subscribe to other
Charitable or other benevolent objects.

(i) To grant pensions, gratuities to the Company’s employees

(j) To open, operate and to withdraw Bank Accounts or other Accounts in the
name of the Company with any Bank, Bankers, Firm, Merchants,
Company or

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individual and to issue, acquire, use, deal in, pledge, mortgage, sell or
negotiate issue, sell and assign Cheques, Drafts, Bills of Exchange, Promissory
Notes, Hundies, Debentures, Bonds, Bills of Lading, Railway Receipts, Dock
Warrant and other Negotiable, or Transferable Instruments or Securities and to
purchase, sell, negotiate, endorse or surrender for renewal any Govt.
Promissory Notes or War Loans or authorized or other securities whether of
Government of India or any other Government or any Municipal or Local
Body or Authority or otherwise whatsoever

(k) To suspend or immediately dismiss without notice any Officer, or employee of


the Company who may have been found guilty of disclosing the secrets of the
Company or to act dishonestly against the interest of the Company.

37. The Managing Director may appoint any person or persons, as and when required
to act as Manager, Assistant Manager, Incharge or Agent for the Company and its
Branches, on such terms, conditions and remuneration as he thinks fit and may
delegate any of his Powers to such Manager, Assistant Manager, Incharge or
Agent as may be considered necessary by him.

38. The Managing Director with the written permission of the Chairman, if any, may
delegate or sub-delegate his powers whether in part or in full to one of the
Directors and also withdraw the same whenever considered necessary.

SEAL
39. The Seal of the Company shall not be affixed to any Instrument except by the
Authority of Managing Director, Chairman, or any other two Directors and in
the presence of at least one Director or Secretary or such other person as the
Managing Director may appoint for this purpose.

DIVIDEND AND RESERVES


40. The Company in General Meeting may declare Dividends, but the amount of
dividend shall not exceed the amount recommended by the Directors.

41. The Directors may from time to time pay to the Members such interim dividends
as appear to the Directors to be justified by the distributable profits of the
Company.

42. No dividend shall be paid otherwise than out of the profits of the year or any other
undistributed profits.

43. The Directors may, before recommending any dividend, set aside out of the
profits of the Company such sums as they think proper as a Reserve or Reserves

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which shall, at the discretion of the Directors be applicable for meeting
contingencies or for equalizing dividends or for any other purposes to which the
profits of the Company may be properly applied and pending such applications
may at the like discretion, either be employed in the business of the Company or
be invested in such investments (other than the Shares of the Company) as the
Directors may from time to time think fit.

44. No Dividend shall bear interest against the Company.

ACCOUNTS
45. The Directors shall cause to be kept proper books of accounts in accordance with
section 209 of the Act, especially with respect to:-

(a) All sums of money received and expended by the Company and the matter in
respect of which the Receipts and Expenditure take place

(b) All Sale and Purchase of goods by the Company

(c) The Assets and Liabilities of the Company.

46. The Directors shall as required by section 210 of the Indian Companies Act 1956,
cause to be prepared and be laid before the Company at every Annual General
Meeting of the Company, such Profit & Loss Account and Balance Sheet, as are
referred to in the said section.

AUDITORS
47. The Company shall, at each Annual General Meeting, appoint an Auditor(s) to
hold office till the next Annual General Meeting. The rights and duties of the
Auditors so appointed shall be regulated in accordance with sections 224 to 233
of the Act.

NOTICE
48. (1) A Notice may be served by the Company upon any Member either in person
or by sending it by post to him at his Registered Address, or if he has no
Registered Address in India, at the Address, if any, within India supplied by
him to the Company for the service of Notice to him.

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(2) Where a Notice is sent by Post, service of the Notice shall be deemed to be
effected by properly addressing, pre-paying and posting letters containing the
Notice and unless the contrary is proved, to have been effected at the time at
which the letter would have be delivered in the ordinary course of post.

ARBITRATION
49. Any dispute concerning the affairs of the Company:-
(1) between the Members of the Company;
(2) between the Members of the Company and any Officer of the Company;
(3) between the Company and any Officer of the Company including the
Directors of the Company;
shall be decided by a reference to Arbitration.

50. The reference to Arbitration shall be made to one Arbitrator to be appointed by


the mutual consent of the Parties to the dispute or in case the Parties do not concur
in the appointment of one Arbitrator, to three Arbitrators, one to be appointed by
each Party and the third by the two appointed Arbitrators.

51. The provisions set out in the First Schedule to the Arbitration Act 1940, Chapter
II, shall be deemed to be included in these Articles so far as they are applicable to
the Reference and are not inconsistent with the Provisions contained herein or in
the Indian Companies Act 1956.

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