AOA-印度公司组织章程英文版

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(THE COMPANIES ACT, 1956) (COMPANY LIMITED BY SHARES) A R T I C L E S O F A S S O C I A T I O N

OF

CMST INDIA PRIVATE LIMITED

PRELIMINERY

1.

Subject as hereinafter provided the Regulations contained in Table 'A' in the First Schedule to the Companies Act, 1956 shall apply to the Company.

INTERPRETATION

2.

(1)

In these Regulations :-

(a) \CMST INDIA PRIVATE LIMITED

(b) (c) (d) (e)

\

\\

\means the Directors of the Company and includes persons occupying the position of the Directors by whether names called.

(2) Unless the context otherwise requires words or expressions contained in these

Articles shall be the same meaning as in the Act, or any statutory modification thereof in force at the date at which these Articles become binding on the Company.

PRIVATE COMPANY

3.

The Company is a Private Company within the meaning of Section 3(1) (iii) and 2(35) of the Companies Act, 1956 and accordingly :- (a) (b)

The right to transfer shares in the Company is restricted in the manner and to the extent hereinafter appearing

The number of members of the Company (exclusive of persons who are in the employment of the Company, and persons who having been formerly in the employment of the Company, were members of the Company while in the employment and have continued to be members after the employment ceased) shall be limited to fifty; provided that for the purpose of this definition where two or more persons jointly hold one or more shares in the Company, the shall, be treated as a single member, and.

No invitation shall be issued to the public or subscribe for any shares in or debentures of the Company.

(c)

(d)

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Prohibits any invitation or acceptance of deposits from persons other than its members, directors and relatives.

SHARE CAPITAL

4. (a)

The Authorised Share Capital of the Company shall be such amounts and be divided into such shares as may, from time to time, be provided in Clause V of the Memorandum of Association with power to increase or reduce the capital in accordance with the Company’s regulations and legislative provisions for the time being in force in that behalf with the powers to divide the share capital, whether original increased or decreased into several classes and attach thereto respectively such ordinary, preferential or special rights and conditions in such a manner as may for the time being be provided by the Regulations of the Company and allowed by law.

The minimum paid up Capital of the Company shall be Rs. 1,00,000/-(Rupees One Lac).

5.

(b)

The business of the Company may be commenced soon after the incorporation of the Company as and when the Directors shall think fit notwithstanding that part of the shares have been allotted.

The shares shall be under the discretionary control of the Directors who may allot or otherwise dispose of the same.

The Company in general meeting may decide to issue fully paid up bonus share to the member if so recommended by the Board of Directors.

The certificate to share registered in the name of two or more person shall be delivered to first named person in the register and this shall be a sufficient delivery to all such holders.

6. 7. 8.

LIEN

9.

The Company shall have a first and paramount lien upon all the shares (not being a fully paid up share) registered in the name of such member (whether solely or jointly with others) and upon the proceeds of sale thereof for his debts, liabilities and engagements (whether presently payable or not) solely or jointly with any other person, to or with the Company, whether the period for the payment, fulfillment or discharge thereof shall have actually allien or not and such lien shall extend to all dividends, from time to time, declared in respect of shares, subject to section 205 A of the Act. The Board of Directors may at any time declare any shares to be wholly or in part exempt from the provisions of this clause.

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CALLS ON SHARES AND TRANSFER OF SHARES

10. 11.

The Directors are empowered to make call on members of any amount payable at a time fixed by them.

Any member desiring to sell any of his shares must notify the Board of Directors of the number of shares, the fair value and the name of the proposed transferee and the Board must offer to the other share holders the shares offered at the fair value and if the offer is accepted, the shares shall be transferred to the acceptor and if the shares or any of them, are not so accepted within one month from the date of notice to the Board the members proposing transfers shall, at any time within three months afterwards, be at liberty, subject to Articles 12 and 13 hereof, to sell and transfer the shares to any persons at the same or at higher price.

In case of any dispute, regarding the fair value of the share it shall be decided and fixed by the Company’s Auditor whose decision shall be final.

No transfer of shares shall be made or registered without the previous sanction of the Directors, expect when the transfer is made by any member of the Company to another member or to a member’s wife or child or children or his heirs and the Directors may decline to give such sanction without assigning any reason subject to Section 111 of the Act.

The Directors may refuse to register any transfer of shares (1) where the Company has a lien on the shares or (2) where the shares are not fully paid up shares, subject to Section 111 of the Companies Act, 1956.

Subject to Section 111 of the Act, the Directors may in their discretion, without assigning any reason, refuse to register the transf …… 此处隐藏：8255字，全部文档内容请下载后查看。喜欢就下载吧 ……