No of Company:________
The Federal Republic of Nigeria
THE COMPANIES DECREE 1968
COMPANY LIMITED BY SHARES
Memorandum
and
Articles of Association
of
(NAME OF COMPANY HERE)
Incorporated the day of Date___ Year ____
The Federal Republic of Nigeria
THE COMPANIES DECREE 1968
COMPANY LIMITED BY SHARES
Memorandum
and
Articles of Association
of
(NAME OF COMPANY HERE)
Incorporated the day of Date___ Year ____
OFFICES AND PREMISES MAINTENANCE AND
SUPPLIES SERVICES
1. The
name of the Company is (NAME OF COMPANY)
2. The Registered office of the Company
will be situated in Nigeria.
3. The objects for which the Company I
established are:-
(1)
To carry on the
business of construction, timber cutting, wood production, selling of woods of
all sizes, timber materials, furniture and fittings.
(2)
To provide
cleaning and maintenance services to offices, premises, industrial buildings
and institutional buildings and premises.
(3)
To manufacture
and distribute office furniture, fittings and equipments, carpets etc.
(4)
To provide
services such as repairs and maintenance of office furnitures fittings and
equipments.
(5)
To supply office
and housing furniture and equipments.
(6)
To carry on the
business of hotel, guest house, restaurant, café tavern, beer house,
refreshment – room and lodging merchants, importers and manufactures of aerated
mineral and artificial waters and other drinks, caterers for public amusements,
generally dairymen, ice merchants, importers and brokers of food, and, local and
foreign produce of all description, hair dressers, perfumers, chemists,
proprietors of supermarkets, clubs, baths, dressing rooms, libraries grounds
and places of amusement, recreation, sport and entertainment, tobacco and cigar
merchants, agent for Railway, shipping and airplane companies and carriers,
theatrical and opera box office proprietors, entrepreneurs and general agents
and any other business which can be conveniently carried on the connection
therewith.
(7)
To carry on the
business of proprietors and managers of theaters (cinemas, picture-palaces and
concert-halls), and to provide for the production, representation, and
performance (whether by mechanical means or otherwise), of operas, stage plays,
operettas, burlesques, vaudeville, revues, ballets, pantomimes, spectacular
pieces, promenade and other concerts, and other musical and dramatic
performance and entertainments.
(8)
To carry on the
business of restaurant keepers, wine and spirit merchants, licensed
victuallers, theatrical agents, box office keepers, concert room proprietors,
hotel keepers, dramatic and musical publishers and printers, and any other
business which can be conveniently carried on in connection with any of those
objectives as may seem calculated to render profitable any of the Company’s
property and rights for the time being.
(9)
To manufacture
films, and other appliances and machines in connection with mechanical
reproduction or transmission of pictures, movement, music and sounds, and to
organize and conduct theatrical productions and entertainments of all kinds.
(10)
To enter into
agreements with authors or other persons for the dramatic or other rights of
operas, plays, films, operettas, burlesques, vaudevilles, revues, ballets,
pantomimes, spectacular pieces, musical compositions, and other dramatic and
musical thereof in Nigeria and elsewhere, as well as of foreign rights, and to
enter into engagement of all kinds with artists and other persons.
(11)
To carry on
business as proprietors and publishers of newspapers, journals, magazines,
books and other literary works and undertakings.
(12)
To carry on all
or any of the business of printers, stationers, lithographers, type-founders,
stereo-typers, elector-typers, photographic printers, photo-lithographers,
chromo-lithographers, engravers, die-sinkers, book-binders, designers,
draughtsman paper and ink manufacturers, book sellers, publishers, advertising
agents, engineers, and dealers in or manufacturers of any other articles or
things of character similar or analogous to the foregoing or any of them or
connected therewith.
(13)
To establish
competitions in respect of contributions or information suitable for insertion
in any publication of the company or otherwise for any of the purposes of the
Company.
(14)
To carry on all
or any of the businesses of Consultant Engineers in Petroleum Oil Production,
Petrochemical, Natural Gas Plants, Oil Refinery, Organic Chemical,
Plants-projects and operations, lubricating oil units group (deasphalting, dewaxing, reinstallation special addition
fabrication.
(15)
To conduct Researches
on the industrial synthesis of the paracresol and the Development of
corresponding special equipments.
(16)
To operate group
distillation and thermal cracking of oil deposits and the manufacture of oil
products and lubrications of any kind.
(17)
To further the
development, marketing, transport, refining and acquisition in crude oil,
liquid and gaseous hydrocarbons and other minerals and their products and
by-products.
(18)
To carry on the
business of extracting, pumping, drawing, transporting and purifying, and dealing
in petroleum and other mineral oils.
(19)
To establish,
utilizes, and turn to account pumping, stations pipe-lines, and other works and
conveniences suitable for the purpose.
(20)
To prospect,
found, locate and mine at all deposits in all or any states in Nigeria crude
oil or any other inflammable compounds and to deal in the same either as
merchants, exporters and dealers in all kinds of mineral deposits.
(21)
To make
merchantable, sell and deal in coal and other metals, minerals and substances
and to manufacture and sell patent fuel.
(22)
To carry on
business as manufactures of chemical, gas makers, and to carry on any other
business which may seem to the company capable of being conveniently carried on
in connection with any of the above, or calculated directly or indirectly
property or rights for the time being.
(23)
To carry on the
business of manufacturers, brewers and distributors of malt, wine, beer, and
spirit merchants.
(24)
To establish and
manage farm settlement and plantations, and to plant, grow, produce, sell and
process any agricultural products of any description.
(25)
To search for,
work, make merchandise, sell and deal in saleable goods of various description,
imports and exports of all kinds and to buy, recover and deal in all plants,
equipments and things capable of being used in any business.
(26)
To engage in
merchandise goods and such trading activities which may tend to promote the
general interest and the growth of the Company.
(27)
To exchange, let
or hire and deal with all kinds of articles and things which may be required
for the purpose of any of the said business or commonly supplied or dealt in by
person engaged in any such business or which may seem capable of being
profitably and conveniently dealt with in any such business.
(28)
To apply for,
register, purchase, or by other means acquire and protect, prolong and renew,
whether in Nigeria or elsewhere, any patent rights, licences, trade marks, designs, protections
and concession which may appear likely to be advantageous or useful to the Company and to sue and turn to
account and to manufacture under a grant, license or privileges in respect of
the same improving or seeking to propose to acquire.
(29)
To enter into any
arrangement with any government or authority, municipal, local or otherwise,
that may seem conducive to the company’s objects or authority any rights,
privileges and concessions which the Company may think it desirable to obtain
and to carry privileges and concessions.
(30)
To acquire and
undertake the whole or any part of the business goodwill and assets of any firm
or company, carrying on or proposing to carry on any of the business which the
company is authorized to carry on.
(31)
To improve,
manage, cultivate, develop exchange, let on lease or otherwise mortgage,
charge, sell, dispose of, turn to account, grant rights and privileges in
respect of, or otherwise deal with all or any of the property and rights of the
Company.
(32)
To invest and
deal with the money of the company not immediately required in such shares or
upon securities and in such manner as may from time to time be determined.
(33)
To draw, make,
accept, endorse, discount, execute and issue promissory notes, bills of
exchange, bills of landing warrants, debentures and other negotiable or
transferable instruments.
(34)
To remunerate any
person, firm or company rendering service to the company, either by cash or by
allotment to him or them of shares or securities of the Company, credited as
paid up in full or part or otherwise as may be thought expedient.
(35)
To support and
subscribe to any charitable or public object and institution, society or club
which may be for the benefit of the Company.
(36)
To sell or
otherwise dispose of the whole or any part of the business or property of the
company, either together or in portion, for such consideration as the Company
may think fit and in particular for shares, debentures or securities of any
Company purchasing the same.
(37)
To apply for,
secure, acquire by grant, legislative enactment, assignment transfer, and
purchase or otherwise and exercise,
carry out and enjoy any charter, licence, power, authority, concession,
right or privilege which any government or authority or any corporation or
other public body may be empowered to grant and to pay for, aid in and
contribute towards carrying the same into effect and to appropriate any of the
Company’s shares, debentures, or other securities and assets to defray the
necessary costs, charges and expenses thereof.
(38)
To borrow or
raise money in such manner as the Company may think fit and to secure the
repayment of any money borrowed, raised or owing by mortgage, charges or lien
upon the whole or any part of the Company’s property or assets (whether present
or future) including its uncalled capital and also by a similar mortgage,
charge or lien to secure and guarantee the performance by the company of any
obligation or liability it may undertake.
(39)
To do all such
other things as may be deemed incidental or conducive to the attainment of the
above objective or any of them.
(40)
To pay out of the
funds of the Company any of the expenses of or incidental to the formation of
the Company.
AND
IT IS HEREBY DECLARED THAT the objects of the company as specified in each of
the foregoing paragraphs of this clause (except only if and in so far as
otherwise expressly provided in any paragraph) shall be separate and distinct
objects of this company and shall not be in anywise limited by reference to any
other paragraph or order in which the same occur in the name of the Company.
1. The
Liability of the members is Limited.
2. The
share capital of the Company is N20,000
divided into 20,000
Ordinary Shares of N1.00
each.
We,
the several persons whole names and addresses are subscribed 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 our respective names.
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NAMES,
ADDRESSES AND DESCRIPTIONS OF SUBSCRIBERS
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NUMBER
OF SHARES TAKEN BY EACH SUBSCRIBER
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SIGNATURE |
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Dated
this ………………………… day of ……………..
Witness
to the above Signatures:
Name:
Address:
Occupation:
1. Subject
as hereinafter provided, the regulations contained in Table A in the first
schedule to the Companies Decree 1968 (hereinafter referred to as Table “A”)
shall apply to the company.
2. Clauses 22-32 both inclusive 49, 50, 51, 53,
54, 55, 58, 60 62, 75, 76, 77, 79, 87-96, both inclusive 98, 112, 134, and 135
of Table A, shall not apply to the Company but the Clauses hereinafter
contained and the remaining clauses of table “A” subject to the modifications
hereinafter expressed shall constitute the regulations of the company.
3. The
Company is a Private Company and accordingly:-
(a) The
right to transfer shares is restricted in manner following, that is to say,
the directors may, in their absolute
discretion and without assigning any reason therefore, decline to register any
transfer of any shares;
(b) The
number of members and debenture holders of the Company, exclusive of persons
who are bonafide in the employment of the company were, while in such
employment and have continued debenture holders of the Company, is limited to
fifty; Provided that where two or more persons hold one or more shares or
debentures jointly, they shall for the purpose of this regulations be treated
as a single member;
(c) The
Company is prohibited from making any invitation to the public to deposit money
for fixed periods or payable at call, whether bearing or not bearing interest.
TRANSFER AND TRANSMISSION
1. Subject to the provisions hereinafter
contained shares in the Company shall be transferable by written instrument in
the common form signed by both 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.
2. The
Directors may in their absolute discretion and without assigning any reason
therefore, decline to register any transfer of shares on which the Company has
a lien. The Directors may also suspend the register of transfers during the
fourteen days immediately preceding the ordinary general meeting in each year.
The Directors may refuse to register any instrument of transfer unless:-
·
A fee not
exceeding twenty five kobo is paid to the Company in respect thereof; and
·
The instrument of transfer is accompanied by
the certificate of shares to which it relates, and such other evidence as the Directors
may reasonably require to show the right of the transferor of any shares they
shall within two months after send to the transferee, notice of the refusal.
3. The
personal representatives of a deceased sole holder of a share shall be the only
person recognized by the Company as having any title to share. In the case of a
share registered in the names of two or more holders, the survivors, or
survivor, or the personal representatives of the deceased survivor, shall be
the only persons recognized by the Company as having any title to the share.
4. Any
person becoming entitled to a share in consequence of the death or bankruptcy
of a member shall upon evidence being produced may from time to time be
required by the Directors have the right either of being registered as a member
in respect of the share or, instead of being registered himself as a member in
respect of the share, or instead of being registered himself to make such
transfer of the share as the deceased or bankrupt person could have made; but
the Directors shall, in either case, have the same right to decline or suspend
registration as they would have had in the case of a transfer of the share by
the deceased or bankrupt person before the death or bankruptcy.
5. The
Company may, by special resolution alter these regulations:-
(a) Increase the number of its shares by creating new
shares;
(b) Reduce the number of its shares by canceling shares
which have not been taken or agreed to be taken by any person, or by
consolidating its existing shares whether issued or not, into a smaller number
of share;
(c) Provide for different classes of shares by attaching
to certain of the shares preferred, deferred or other special rights or
restrictions whether in regard to dividend, voting, repayment or otherwise.
(d) In accordance with section 59 of the Decree create
preference shares which are, or at the option of the Company are liable, to be
redeemed on such terms and in such manner as may be provided, but subject to
compliances with the provisions of sections 60 and 63 of the Companies Decree.
10. (a)
The Company shall not issue any new or unissue shares for cash unless the same
are offered in the first instance to all the shareholders or to all the
shareholders or to all the shareholder of the class or classes being issued in
proportion or as nearly as may be to their existing holdings.
(b)
After the expiration of such term, or on receipt of an intimation from the
shareholders that he declines to accept the shares offered, the Board of
Directors may, subject to the terms of any resolution of the Company, dispose
of the same at a price not less than that specified in the offer in such manner
as they think most beneficial to Company.
(c)
After the expiration of such term, or on receipt of an intimation from the
shareholders that he declines to accept the shares offered, the Board of
Directors may, subject to the terms of any resolution of the Company, dispose
of the same at a price not less that specified in the offer in such manner as
they think most beneficial to the Company,
(d)
The article shall not be alterable except with the unanimous consent of
two-thirds of the members of the Company.
11.
If at any time the shares are dividend into different classes, the right
attached to any class may be varied with the written consent of the holders of
at least three-fourths of the issued shares of that class or the sanction of a
special resolution of the holders of the shares of that class.
12. Subject
to compliance with the provisions of section 60 and 63 of the Decree the Company
shall exercise the powers conferred by section 59 of the Decree to:-
(a) Purchase its own shares;
(b) Acquire its own shares by a voluntary transfer to it
or nominees for it;
(c) Forfeit in manner hereinafter appearing any shares
issued with unpaid liability for none payment of calls or other sums payable in
respect thereof;
13. The
Company may pay commission or brokerage to any person in consideration of his
subscribing or agreeing to subscribe or agreeing to procure subscriptions for
any shares in the Company provided which the shares are issued.
14. Share
Certificates shall be issued in accordance with section 82 of the Decree.
15. (a) Where shares are issued upon the terms that any
part of the price payable thereof is not payable at a fixed time the Board of
Directors may from time to time make calls upon the shareholders in respect of
any moneys unpaid on their shares provided that no call shall be payable less than twenty eight days form the date
fixed for the payment of the last preceding call, and each shareholders shall,
subject to receiving not less than fourteen days notice specifying the time and
place of payment, pay to the Company at the time or times and place so
specified the amount called upon his shares.
(b) A call may be revoked or postponed as the
Directors may determine.
16.
A call shall be deemed to have
been made at the time when the resolution of the Directors authorizing the call
was passed and may be required to be paid by installments.
17. The
joint holders of share shall be jointly and severally liable to pay all class
in respect thereof.
18. If
a sum called in respect of a share is not paid before or on the day appointed
for payment, the person form whom the sum is due shall pay interest thereon
from the date appointed for payment to the time of actual payment at such rate
not exceeding five per centum per annum as the Board of Directors may
determine, but the Board of Directors shall be at liberty to waive payment of
such interest wholly or in part.
19. Any
sum which by the terms of issue of a share becomes payable on application
thereof or on allotment, or at any fixed date shall for the purpose of these
articles be deemed to be a call duly made payable, and in the case of
non-payment all the relevant provisions of these articles as to payment of
interest and expenses, forfeiture, sale or otherwise shall apply as if such sum
has become payable by virtue of a call duly made and notified.
20. At
between shares of the same class the Company shall not differentiate between
the holders as to the amount of calls to be paid or the times of payment.
21. If
the Company shall receive from any shareholder all or any part of the moneys
not presently payable or called upon any shares held by him the sum shall not
be treated as a payment in respect of the shares until such sum becomes due and
payable on such shares and in the mean time shall be deemed to be a loan to the
Company upon which the Company may pay interest at such rate not exceeding five
per centum per annum as may be agreed between the Board of Directors and such
shareholder.
FORFEITURE
OF SHARES
22. If a shareholder fails to pay any call or
installment of a call including any sum deemed to be a call under Article 19
hereof, the Board of Directors may at any time thereafter during such time 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.
23. The notice shall name a further day not earlier
than the expiration of fourteen days from the date of service of the notice is
to be made, and shall state that in the event of non-payment at or before the
times appointed the shares in respect of which the call was made will be liable
to be forfeited.
24. If the requirements of such notice 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 Directors to the effect.
25. A forfeited share may either be cancelled by
alteration of these Articles or may be retained s a treasury share until sold
or other wise disposed of on such terms and in such manner as the Board of
Directors may think fit.
26. A person whose shares have been forfeited shall
cases to be a member in respect of the forfeited shares and shall be bound to
surrender to the Company for cancellation the share certificate or certificates
in respect of the share so forfeited but shall notwithstanding, remain liable
to pay the company all moneys which, at the date of the forfeiture, were
payable by him to the Company in respect of the shares, for this liability
shall cease if and when the company shall have received payment in full of all
such moneys in respect of the shares.
27. A statutory declaration in writing that the
declarnat is a Director or the Secretary of the Company and that a share on the
Company has been duly forfeited on the date sated in the declaration, shall be
conclusive evidence of the facts therein stated as against all persons claiming
to be entitled to the share.
LIEN
28. (a) The
Company shall have a first and paramount lien on all shares issued with an
unpaid liability for all moneys, whether presently payable or not, called or
payable at a fixed time in respect of that share.
28. (b) The
Company ‘s lien shall extend to all dividends payable thereon.
29. If any sum in respect of which the Company has
a lien is presently payable the Board of Directors, after serving the notice
required by Article 22 and 23 hereof, may at any time before the payment
required by such notice has been made, sell any shares on which the Company has
such lien instead of forfeiting it in accordance with Article 24 hereof.
30. (a) To give effect to any such sale the Board
of Directors any authorize some persons to transfer the shares sold to the
purchaser thereof.
(b) The purchaser shall be registered as
the holder of shares comprised in such transfer and he shall not be bound to
see to the application of the purchase money nor shall the title to his share
be affected by any irregularity in the proceedings in reference tot eh sale.
31. The proceeds of such sale shall be 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, and the residue, if any, shall,
subject to a like lien for sums not presently payable as existed upon the
shares before the sale, be paid to the persons entitled to the share at the
date of the sale, but the Company shall not be bound to make such payment
unless and until such person has surrendered to the Company for cancellation
his share certificate or certificates relating to the shares so sold.
TRANSFER AND TRANSMISSION OF
SHARES
32. Subject to Article 8 hereof share transfers
shall be registered in the manner provided by sections 79 and 80 of the Decree.
33. In the event of the death of any shareholder or
in the event of the ownership of any share devolving upon any person by reason
of his being the legal personal representative, receiver, or trustee in
bankruptcy of the holders, or by operation of law, the provisions of section 78
of the Decree shall apply.
34. The Company may, by ordinary resolution,
declare dividends in respect of any year or other period but no dividend shall
exceed the amount recommended by the Board of Directors.
35. No dividend shall be paid unless:-
(a) The Company
will, after such payment, be able to pay its debts as they fall due;
(b) The amount of
the payment does not exceed the amount of the company’s income surplus immediately prior to the
making of such payment.
36. The Board of Directors may, before recommending
any dividend, set aside out of the profits of income surplus of the Company
such sums as they think proper in order to provide for a known liability,
including a disputed or contingent liability, or as a depreciation or
replacement, provision and may carry forward any profits or income surplus
which it may think prudent not to distribute.
37. All dividends shall be declared and paid as a
fixed sum per share and not as a proportion of the amount paid in respect of a
share.
38. (a) Any dividend payable in cash may be paid by
cheque or warrant sent by post directed to the registered address of the
shareholder or, in the case of joint holders, to the register of members, or to
such person and to such address as the holder or joint holders may in writing
direct.
(b) Every such cheque or warrant shall be
made payable to the order of the person to whom it is sent.
(c) Every dividend payment shall be
accompanied by a statement showing the gross amount of the dividend, and any
tax deducted or deemed to deducted therefrom.
40. No dividend shall bear interest against the
Company.
CAPITALIZATION ISSUES AND
NON-CASH DIVIDENDS
41. The Company, upon the recommendation of the
Directors, may exercise the powers conferred by section 59 of the Decree.
(a) To make
capitalization issues of shares in accordance with sub-section (1) of section
59.
(b) To resolve, in
accordance with sub-section (5) of section 59, that any sum standing to the
credit of the company‘s income surplus and which could have been distributed by
way of dividend shall be applied in paying up amounts for the time being unpaid
on shares.
(c) To direct in accordance with sub-section (40) of section 59, that payment of a
dividend shall be wholly or partly by distribution of money or fully paid
shares or debentures of another body corporate or of fully paid debentures or
the company,
ACCOUNTS
AND AUDIT
42.
The Board of Directors shall cause
proper books of account to be kept and a profit and loss account and balance
sheet to be prepared, audited and circuited in accordance with sections 140 and
151 of the Decree.
43. Auditors, qualified in accordance with
section 154 of the Decree shall be appointed and their duties regulated in
accordance with section 152 to 154 of the Decree.
DISQUALIFICATION
OF DIRECTORS
The
office of Director shall be vacated if Director:-
(a) ceases to he a
Director by virtue of section 173 or 176 of the Decree :or
(b) Become bankrupt
or makes any arrangements or composition with his creditors generally; or
(c) Becomes
prohibited from being a Director by reason of any order made under section 179
of the Decree; or
(d) Becomes of
unsound mind; or
(e) Resigns his
office by notice in writing to the company ; or
(f)
Shall
for more then six months have been absent without held during
that
period.
NOTICE OF GENERAL MEETINGS
45.
An annual General Meeting and a
meeting called for the passing of a special resolution shall be called by
twenty one days notice in writing at the
least , and meeting of the company other
them than an annual general meeting , or
meeting for the passing of a
special resolution, shall be called by fourteen days notice in writing at the least . The notice shall be exclusive of the day on
which it is served or deemed to be
served and of the day for which it
is given and shall specify the place , the day and
the hour of meeting and , in
case of
specify Business the general nature of that business shall be given and
shall be given in a manner hereinafter mentioned or in such other manner, if any , as may be prescribed by the company in
general meeting to
such persons as are , under regulations of the company, entitled to
receive such notices from the company
;provided that a meeting of the company
shall notwithstanding that it is called
by shorter notice than that specified in
this regulation, deemed to have been duly called if is so agreed;-
(a) In the case of a
meeting called as the annual general meeting, by all the members entitled to
attend and vote thereat; and
(b) In the case of any other meeting by a majority
in number of the member having a right to attend and vote at eh meeting, being
a majority together holding not less than 95 per cent in nominal value of the
shares giving that right.
43. The accidental omission to give notice of a
meeting to or non-receipt of notice of a meeting by any person entitled to
receive notice shall not invalidate the preceding at that meeting.
PROCEEDINGS AT GENERAL MEETINGS
47. The business shall be deemed special that is
transacted at an extraordinary general meeting, and also all that is transacted
at an annual general meeting, with the exception of declaring a reports of the
directors and auditors, the election of directors in the place of those
retiring and the appointment of, and the fixing of the remuneration of the
auditors.
48. 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 for the purpose hereof, unless it is otherwise
provided, two members present in person or by proxy shall be a quorum.
49. The Chairman of the Board of Directors shall
preside at every General Meeting, bus if at any meeting he shall not be present
within fifteen minutes after the time appointed for holding the same or shall
be unwilling to act as Chairman, the members present shall choose some
Directors or if no Director be present or if all the Directors present decline
to take the chair, they shall choose some of the members present to be Chairman
of the meeting.
50. At any General Meeting a resolution put to the
vote of the meeting shall be decided on a show of hands unless a poll is
(before or on the declaration of the results of show of hands) demanded by the
Chairman or at by the holders present in person or by proxy or at least
one-tenth part of the total voting rights of all the member or members holding
shares on which an aggregate sum has been paid up equally to not less than
one-tenth of the total voting rights of all the members having the right to
vote at the total sum paid upon all the shares conferring that right. Unless a
poll is so demanded, a declaration by the Chairman that a resolution has on a
show of hands been carried unanimously, or by a particular majority, or 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 hereof
without proof of the member or proportion of the votes recorded in favour of or
against such resolution. A proxy need not be a member of the Company.
51. Any Corporation which is a member of this
company, may, by resolution of its directors or other governing body, authorize
any person to act as its representative at any meeting or meetings of this
company or of any class of members hereof and such representative shall be
entitled to exercise the same powers on behalf of the corporation which he represents
as if he had been an individual shareholder, or including power, when
personally presents, to vote on a show of hands.
52. Subject to the provisions of the Decree a
resolution in writing signed by all members for the time being entitled to
received notice of and to attend and vote at General Meetings, (or being valid
and effectual as if the same had been passed at a General Meeting of the
Company of the company duly convened and held.
53. A proxy may take part in the proceedings of a
General Meetings as if he were the member whom he represents.
VOTES
OF MEMBERS
54. On a show of hands every member present in
person or by proxy shall have one vote. On a poll every member shall have one
vote for each share of which he is the holder.
DIRECTORS
55. Unless and until otherwise determined by the
company in General Meeting, the number of Directors shall not be less than two
or more than seven.
56. The Director shall have power at any time and
from time to time to appoint a person as an additional Directors
57. A Directors of the Company may be or become a director or other officer of
or otherwise interested in any company promoted by the company or in which the
company may be interested as shareholders or otherwise and such Director shall
be accountable to the company for any remuneration or other benefits received
by him as a Director or Officer of or from his interest in such other company
unless the company otherwise directs.
BORROWING
POWERS
58. The Directors may exercise all the powers of
the company to borrow money and to mortgage or charge its undertakings property
and uncalled capital or any part thereof, and to issue debentures, debenture
stocks and other securities whether outright or as security for any debt
liability or obligation of the company or of any third party.
POWERS
AND DUTIES OF DIRECTORS
59. The business of the company shall be managed by
the Directors who may pay all expenses incurred in promoting and registering
the company.
60. Subject to compliance with section 190 of the
Decree a Director may enter into any contract with the company and such
contract or any other contract of the company which any Director is in any way
interested shall not be liable to be avoided nor shall any Director be liable
to account for any profit made thereby by reason of the Director holding the
office of Director or of the fiduciary relationship thereby established.
61. Any Director may act by himself or his firm in
a professional capacity for he company, except as auditor, and he or his firm shall
be entitled to proper remuneration for professional services as if he were not
a Director.
62. All cheques, promissory notes, drafts, 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 in such manner as the Directors shall from time to time by
resolution determine.
63. The Directors shall cause minutes to be made in
books provided for the purpose:-
(a) Of all appointments of officers by the
Directors;
(b) Of all resolutions and proceedings at
all meetings of the company and of the Director present at any meeting of
Directors and every Directors shall sign his name in a book to be kept for that
purpose;
(c) of the names of the Directors present
at each meeting of the Directors and of any committee of the Directors.
64. The
Directors on behalf of the company may pay gratuity or pension or
allowance on retirement to any Director who has held any other salaried office
or place of profit with the company or to his widow of dependants and any may
make contributions to any fund and pay premiums for the purpose of provision of
any such gratuity pension or allowance.
MANAGING
DIRECTOR
65. The Directors may from time to time appoint one
or more of their body to the office of Managing Director for such period and on
such terms as they may think fit and subject to the terms of any agreement
entered into in any particular case, may revoke such appointment. A Director so
appointed shall not, whilst holding that office, be subject to retirement by
rotation or be taken into account in determining the rotation or retirement of
Directors, but his appointment shall be automatically determined if he ceases
from any cause to be a Director.
66. The Director may entrust to and confer upon a
Managing Director any of the powers exercisable by them upon such terms and
conations and with such restrictions as they may think fit and either
collaterally with or to the exclusion of their own powers and may from time to
time revoke, withdraw, alter or vary all or any such powers.
SECRETARY
67. The Secretary shall be appointed by the
Directors for such terms, at such remuneration and upon such conditions as they
may thin fit, and any Secretary appointed may be removed by them.
68. No person shall be appointed or hold office as
Secretary who is:-
(a) The sole Director of the company; or
(b) A Corporation the sole director of
which is the sole Director of the Company.
69. A provision of the Decree or the regulations
requiring or authorizing a thing to be done by or to a Director and the
Secretary shall not satisfied by its being done by or to the same person acting
both as Director and as or in place of the Secretary.
THE
SEAL
70. The Director shall provide for the safe custody
of the seal, which shall only be sued by the authority of the Board of
Directors or a Committee of the Director authorized by the Board of Directors
in that behalf, and very instrument to which the seal shall be affixed shall be
signed by a Directors, and shall be countersigned by the Secretary or by a
second Director or by some other person appointed by the Directors for the
purposes.
SERVICE
OF DOCUMENTS
71. Any document may be the Company on any member,
debenture holder or Director of the Company in the manner provided by Section
36 of this Decree.
72. (a) 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 Decree or by any other law made there under
divide amongst the members in specie or kind the whole or any part of the assets
of the Company, whether they shall consist property of the same kind or not,
and may for such purposes 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.
(b) 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 members as the liquidator, with the like sanction, shall think
fit.
(c)
Notwithstanding the foregoing, no
member shall be compelled to accept any securities whereon there is any
liability.
INDEMNITY
73. Every Director, Managing Director, Agent,
Auditor, Secretary and other officer 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 proceedings whether civil or criminal in which judgment is
given in his favour or in which he is acquitted or in connection with any
application under Section 388 of the Decree in which relief is granted to him
by the Court.
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NAMES, ADDRESSES DESCRIPTIONS OF
SUBSCRIBERS
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SIGNATURES
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Dated
this …………………… day of ………………
Wittiness
to the above Signatures:-
Name:
…………………………………………………………..
Address:
………………………………………………………
Occupation:
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