PAYMENT OF COMPENSATION IN CASES OF FRIVOLOUS OR VEXATIOUS PROSECUTION.

(1) In respect of any case instituted upon the complaint of a shareholder against the company or any officer thereof in pursuance of section 621, the provisions of section 250 of the Code of Criminal Procedure, 1898 (5 of 1898) 972 , shall not apply; and the following provisions shall apply instead.

(2) If the Magistrate by whom any such case is heard discharges or acquits all or any of the accused, and is of opinion that the accusation against them or any of them was false and either frivolous or vexations, the Magistrate may, by his order of discharge or acquittal, if the shareholder upon whose complaint the accusation was made is present, call upon him forthwith to show cause why he should not pay compensation to such accused, or to each or any of such accused when there is more than one, or if such shareholder is not present, direct the issue of a summons to him to appear and show cause as aforesaid.

(3) The Magistrate shall record and consider any cause which such shareholder may show; and if the Magistrate is satisfied that the accusation was false and either frivolous or vexatious, he may, for reasons to be recorded, direct that compensation to such amount as he may determine be paid by such shareholder to the accused or to each or any of them, not exceeding one thousand rupees in all.

(4) The Magistrate may, by the order directing payment of the compensation under sub-section (3), further order that, in default of payment, the shareholder ordered to pay such compensation shall suffer simple imprisonment for a term not exceeding two months.

(5) When any person is imprison under sub-section (4), the provisions of sections 68 and 69 of the Indian Penal Code (45 of 1860) shall, so far as may be, apply.

(6) No person who has been directed to pay compensation under this section shall, by reason of such order, be exempted from any civil or criminal liability in respect of the complaint made by him :

Provided that any amount paid to an accused person under this section shall be taken into account in awarding compensation to such person in any subsequent civil suit relating to the same matter.

(7) A complainant who has been ordered to pay compensation under sub-section (3) by a Magistrate may appeal from the order, in so far as it relates to the payment of compensation, as if such complainant had been convicted on a trial held by such Magistrate.

(8) Where an order for payment of compensation to an accused person is made, the compensation shall not be paid to him before the period allowed for the presentation of the appeal under sub-section (7) has elapsed; or, if an appeal is presented, before the appeal has been decided.

Section 626

APPLICATION OF FINES.

The Court imposing any fine under this Act may direct that the whole or any part thereof shall be applied in or towards payment of the costs of the proceedings, or in or towards the rewarding of the person on whose information or at whose instance the fine is recovered.

Section 628

PENALTY FOR FALSE STATEMENTS.

If in any return, report, certificate, balance sheet, prospectus, statement or other document required by or for the purposes of any of the provisions of this Act, any person makes a statement -

(a) which is false in any material particular, knowing it to be false; or

(b) which omits any material fact knowing it to be material; he shall, save as otherwise expressly provided in this Act, be punishable with imprisonment for a term which may extend to two years, and shall also be liable to fine.

Section 629

PENALTY FOR FALSE EVIDENCE.

If any person intentionally gives false evidence -

(a) upon any examination upon oath or solemn affirmation, authorised under this Act; or

(b) in any affidavit, deposition or solemn affirmation, in or about the winding up of any company under this Act, or otherwise in or about any matter arising under this Act; he shall be punishable with imprisonment for a term which may extend to seven years, and shall also be liable to fine.

Section 629A

PENALTY WHERE NO SPECIFIC PENALTY IS PROVIDED ELSEWHERE IN THE ACT.

If a company or any other person contravenes any provision of this Act for which no punishment is provided elsewhere in this Act or any condition, limitation or restriction subject to which may approval, sanction, consent, confirmation, recognition, direction or exemption in relation to any matter has been accorded, given or granted, the company and every officer of the company who is in default or such other person shall be punishable with fine which may extent to five hundred rupees, and where the contravention is a continuing one, with a further fine which may extend to fifty rupees for every day after the first during which the contravention continues.

Section 630

PENALTY FOR WRONGFUL WITHHOLDING OF PROPERTY.

(1) If any officer or employee of a company -

(a) wrongfully obtains possession of any property of a company; or

(b) having any such property in his possession, wrongfully withholds it or knowingly applies it to purposes other than those expressed or directed in the articles and authorised by this Act : he shall, on the complaint of the company or any creditor or contributory thereof, be punishable with fine which extend to one thousand rupees.

(2) The Court trying the offence may also order such officer or employee to deliver up or refund, within a time to be fixed by the Court, any such property wrongfully obtained or wrongfully withheld or knowingly misapplied, or in default, to suffer imprisonment for a term which may extend to two years.

Section 631

PENALTY FOR IMPROPER USE OF WORDS "LIMITED" AND "PRIVATE LIMITED".

If any person or persons trade or carry on business under any name or title of which the word "Limited" or the words "Private Limited", or any contraction or limitation thereof is or are the last word of words, that person or each of those persons shall, unless duly incorporated with limited liability, or unless duly incorporated as a private company with limited liability, as the case may be, be punishable with fine which may extend to fifty rupees for every day upon which that name or title has been used.

Section 632

POWER TO REQUIRE LIMITED COMPANY TO GIVE SECURITY FOR COSTS.

Where a limited company is plaintiff or petitioner in any suit or other legal proceeding, any Court having jurisdiction in the matter may, if there is reason to believe that the company will be unable to pay the costs of the defendant if he is successful in his defence, require sufficient security to be given for those costs, and may stay all proceedings until the security is given.

Section 633

POWER OF COURT TO GRANT RELIEF IN CERTAIN CASES.

(1) If in any proceeding for negligence, default, breach of duty, misfeasance or breach of trust against an officer of a company, it appears to the Court hearing the case that he is or may be liable in respect of the negligence, default, breach of duty, misfeasance or breach of trust, but that he has acted honestly and reasonably, and that having regard to all the circumstances of the case, including those connected with his appointment, he ought fairly to be excused, the Court may relieve him, either wholly or partly, from his liability on such terms as it may think fit :

Provided that in a criminal proceeding under this sub-section, theCourt shall have no power to grant relief from any civil liability which may attach to an officer in respect of such negligence, default, breach of duty, misfeasance or breach of trust.

(2) Where any such officer has reason to apprehend that any claim will or might be made against him in respect of any negligence, default, breach of duty, misfeasance or breach of trust, he may apply to the High Court for relief and the High Court on any such application shall have the same power to relieve him as it would have had if it had been a Court before which a proceedings against that officer for negligence, default, breach of duty, misfeasance or breach of trust had been brought under sub-section (1).

(3) No Court shall grant any relief to any officer under sub-section (1) or sub-section (2) unless it has, by notice served in the manner specified by it, required the Registrar and such other person, if any, as it thinks necessary, to show cause why such relief should not be granted.

Section 634

ENFORCEMENT OF ORDERS OF COURTS.

Any order made by a Court under this Act may be enforced in the same manner as a decree made by the Court in a suit pending therein.

Section 634A

ENFORCEMENT OF ORDERS OF COMPANY LAW BOARD.

Any order made by the Company Law Board may be enforced by that Board in the same manner as if it were a decree made by a Court in a suit pending therein, and it shall be lawful for that Board to send, in the case of its inability to execute such order, to the Court within the local limits of whose jurisdiction, -

(a) in the case of an order against a company, the registered office of the company is situated, or

(b) in the case of an order against any other person, the person concerned voluntarily resides, or carries on business or personally works for gain.

Section 635

ENFORCEMENT OF ORDERS OF ONE COURT BY OTHER COURTS.

(1) Where any order made by one Court is required to be enforced by another Court, a certified copy of the order shall be produced to the proper officer of the Court required to enforce the order.

(2) The production of such certified copy shall be sufficient evidence of the order.

(3) Upon the production of such certified copy, the Court shall take the requisite steps for enforcing the order, in the same manner as if it had been made by itself.

(4) Where any order made by the Company Law Board is required to be enforced by a Court, a certified copy of the order shall be produced to the proper officer of the Court required to enforce the order and the provisions of sub-sections (2) and (3) shall, as far as may be, apply to every such order in the same manner and to the same extent as they apply to an order made by a Court.

Section 635A

PROTECTION OF ACTS DONE IN GOOD FAITH.

No suit, prosecution or other legal proceeding shall lie against the Government or any officer of Government or any other person in respect of anything which is in good faith done or intended to be done in pursuance of this Act or any rules or orders made thereunder, or in respect of the publication by or under the authority of the Government or such officer of any report, paper or proceedings

Section 635AA

NON-DISCLOSURE OF INFORMATION IN CERTAIN CASES.

Notwithstanding anything contained in any other law for the time being in force, the Registrar, any officer of Government or any other person shall not be compelled to disclose to any Court, Tribunal or other authority whence he got any information which -

(a) has led the Central Government to direct a special audit under section 233A or to order an investigation under section 235, 237, 247, 248 or 249; or

(b) is or has been material or relevant in connection with such special audit or investigation.

Section 635B

PROTECTION OF EMPLOYEES DURING INVESTIGATION BY INSPECTOR OR PENDENCY OF PROCEEDING BEFORE COURT IN CERTAIN CASES.

(1) If -

(a) during the course of any investigation of the affairs and other matters of or relating to a company, body or person under section 235, section 237 or section 239, or of the membership and other matters of or relating to a company, or the ownership of shares in or debentures of a company or body corporate, or the affairs and other matters of or relating to a company, body or person under section 247, section 248 or section 249; or

(b) during the pendency of any proceeding against any person concerned in the conduct and management of the affairs of the company under Chapter IVA of part VI, such company, body or person proposes -

(i) to discharge, or

(ii) to punish, whether by dismissal, removal, reduction in rank or otherwise, any employee, the company, body or person, as the case may be, shall send by post to the Company Law Board previous intimation in writing of the action proposed against the employee and if the Company Law Board has any objection to the action proposed, it shall sent by post notice thereof in writing to the company, body or person concerned.

(2) If the company, body or person concerned does not receive within thirty days of the sending of the previous intimation of the action proposed against the employee, any notice of the objection from the Company Law Board, then and only then, the company, body or person concerned may proceed to take against the employee the action proposed.

(3) If the company, body or person concerned is dissatisfied with the objection raised by the Company Law Board, it may, within thirty days of the receipt of the notice of the objection, prefer and appeal to the Court in the prescribed manner no payment of the prescribed fee.

(4) The decision of the Court on such appeal shall be final and be binding on the Company Law Board and on the company, body or person concerned.

(5) For the removal of doubt, it is hereby declared that the provisions of this section shall have effect without prejudice to the provisions of any other law for the time being in force.

Section 636

REDUCTION OF FEES, CHARGES, ETC., PAYABLE TO COMPANY.

(1) A company which is entitled to any specified fee, charge or other sum by virtue of any provision contained in this Act or in its articles, may reduce the amount thereof to such extent as it thinks fit; and thereupon such provision shall, so long as the reduction is in force, have effect as if the reduced amount had been substituted for the fee, charge or sum specified in such provision.

(2) Any reduction made under sub-section (1) may, at any time, be cancelled or varied by the company.

Section 637

DELEGATION BY CENTRAL GOVERNMENT OF ITS POWERS AND FUNCTIONS UNDER ACT.

(1) The Central Government may, by notification in the Official Gazette, and subject to such conditions, restrictions and limitations as may be specified therein, delegate any of its powers or functions under this Act (other than the power to appoint a person as public trustee under section 153A and the power to make rules), to such authority or officer as may be specified in the notification.

(2) The powers and functions which cannot be delegated under sub-section (1) are those conferred by or mentioned in the following provisions of this Act, namely, sections 10, 81(4), 211(3) and (4), 212, 213, 235, 237, 239, 241, 242, 243, 244, 245, 247, 248, 249, 250, 259, 268, 269, 274(2), 295, 300, 310, 311, 349, 372, 396, 399(4) and (5), 401, 408, 410, 411(b), 448, 609, 613, 620, 638, 641 and 642.

(3) A copy of every notification issued under sub-section (1) shall, as soon as may be after it is issued, be placed before both Houses of Parliament.

Section 637A

POWER OF CENTRAL GOVERNMENT OR COMPANY LAW BOARD TO ACCORD APPROVAL, ETC., SUBJECT TO CONDITIONS AND TO PRESCRIBE FEES ON APPLICATIONS.

(1) Where the Central Government or Company Law Board is required or authorised by any provision of this Act, -

(a) to accord approval, sanction, consent, confirmation or recognition to or in relation to, any matter;

(b) to give any direction in relation to any matter; or

(c) to grant any exemption in relation to any matter, then, in the absence of anything to the contrary contained in such or any other provision of this Act, the Central Government or Company Law Board may accord, give or grant such approval, sanction, consent, confirmation, recognition, direction or exemption, subject to such conditions, limitations or restrictions as it may think fit to impose and may, in the case of contravention of any such condition, limitation or restriction, rescind or withdraw such approval, sanction, consent, confirmation, recognition, direction or exemption.

(2) Save as otherwise expressly provided in this Act, every application which may be, or is required to be, made to the Central Government or Company Law Board under any provision of this Act -

(a) in respect of any approval, sanction, consent, confirmation or recognition to be accorded by that Government or Board to, or in relation to, any matter; or

(b) in respect of any direction or exemption to be given or granted by that Government or Board in relation to any matter; or

(c) in respect of any other matter, shall be accompanied by such fee as may be prescribed :

POWER OF CENTRAL GOVERNMENT TO FIX A LIMIT WITH REGARD TO REMUNERATION.

Notwithstanding anything contained in section 198, section 309 or section 637A, the Central Government may, while according its approval under section 269, to any appointment or to any remuneration under section 309, section 310, section 311 or section 387, fix the remuneration of the persons so appointed or the remuneration, as the case may be, within the limits specified in this Act, at such amount or percentage of profits of the company, as it may deemed fit and while fixing the remuneration, the Central Government shall have regard to -

(a) the financial position of the company;

(b) the remuneration or commission drawn by the individual concerned in any other capacity, including his capacity as a sole selling agent;

(c) the remuneration or commission drawn by him from any other company;

(d) professional qualifications and experience of the individual concerned,

(e) public policy relating to the removal of disparities in income.

Section 637B

CONDONATION OF DELAYS IN CERTAIN CASES.

Notwithstanding anything contained in this Act, -

(a) where any application required to be made to the Central Government under any provision of this Act in respect of any matter is not made within the time specified therein, that Government may, for reasons to be recorded in writing, condone the delay;

(b) where any document required to be filed with the Registrar under any provision of this Act is not filed within the time specified therein, the Central Government may, for reasons to be recorded in writing, condone the delay.

Section 638

ANNUAL REPORT BY CENTRAL GOVERNMENT.

The Central Government shall cause a general annual report on the working and administration of this Act to be prepared and laid before both Houses of Parliament, within one year of the close of the year to which the report relates.

Section 639

ANNUAL REPORTS ON GOVERNMENT COMPANIES TO BE PLACED BEFORE PARLIAMENT. ETC. - OMITTED BY THE COMPANIES (AMENDMENT) ACT, 1960.

The section and heading above it, viz., "Annual reports on Government companies" omitted by the Companies (Amendment) Act, 1960.

Section 640

VALIDATION OF REGISTRATION OF FIRMS AS MEMBERS OF CHARITABLE AND OTHER COMPANIES.

Any firm which stood registered at the commencement of this Act, as a member of any association or company licensed under section 26 of the Indian Companies Act, 1913 (7 of 1913), shall be deemed to have been validly so registered with effect on and from the date of its registration.

Section 640A

EXCLUSION OF TIME REQUIRED IN OBTAINING COPIES OF ORDERS OF COURTS OR THE COMPANY LAW BOARD .

Except as expressly provided in this behalf elsewhere in this Act, where by any provision of this Act, any order of the Court or the Company Law Board is required to be filed with the Registrar, or a company or any other person within a period specified therein, then, in computing that period, the time taken in drawing up the order and in obtaining a copy thereof shall be excluded.

Section 640B

FORMS OF, AND PROCEDURE IN RELATION TO, CERTAIN APPLICATIONS.

(1) Every application made to the Central Government under section 259, 268, 269, 310, 311, 346 or 352 shall be in such form as may be prescribed.

(2)(a) Before any application is made by a company to the Central Government under any of the sections aforesaid, there shall be issued by or on behalf of the company a general notice to the members thereof, indicating the nature of the application proposed to be made.

(b) Such notice shall be published at least once in a newspaper in the principal language of the district in which the registered office of the company is situate and circulating in that district and at least once in English in an English newspaper circulating in that district.

(c) Copies of the notices, together with a certificate by the company as to the due publication thereof, shall be attached to the application.

Section 641

POWER TO ALTER SCHEDULES.

(1) Subject to the provisions of this section, the CentralGovernment may, by notification in the Official Gazette, alter any of the regulations, rules, tables, forms and other provisions contained in any of the Schedules to this Act, except Schedules XI and XII.

(2) Any alteration notified under sub-section (1) shall have effect as if enacted in this Act and shall come into force on the date of the notification, unless the notification otherwise directs :

Provided that no such alteration in Table A of Schedule I shall apply to any company registered before the date of such alteration.

(3) Every alteration made by the Central Government under sub-section (1) shall be laid as soon as may be after it is made before each House of Parliament while it is in session for a total period of thirty days which may be comprised in one session or in two or more successive sessions, and if, before the expiry of the session immediately following the session or the successive sessions aforesaid, both Houses agree in making any modification in the alteration, or both Houses agree that the alteration should not be made, the alteration shall thereafter have effect only in such modified form or be of no effect, as the case may be, so, however, that any such modification or annulment shall be without prejudice to the validity of anything previously done in pursuance of that alteration.

Section 642

POWER OF CENTRAL GOVERNMENT TO MAKE RULES.

(1) In addition to the powers conferred by section 641, the Central Government may, by notification in the Official Gazette, make rules -

(a) for all or any of the matters which by this Act are to be, or may be, prescribed by the Central Government; and

(b) generally to carry out the purposes of this Act.

(2) Any rule made under sub-section (1) may provide that a contravention thereof shall be punishable with fine which may extend to five hundred rupees and where the contravention is a continuing one, with a further fine which may extend to fifty rupees for every day after the first during which such contravention continues.

(3) Every rule made by the Central Government under sub-section (1) shall be laid as soon as may be after it is made before each House of Parliament while it is in session for a total period of thirty days which may be comprised in one session or in two or more successive sessions, and if, before the expiry of the session immediately following the session or the successive sessions aforesaid, both Houses agree in making any modification in the rule or both Houses agree that the rule should not be made, the rule shall thereafter have effect only in such modified form or be of no effect, as the case may be, so, however, that any such modification or annulment shall be without prejudice to the validity of anything previously done under that rule.

(4) Every regulation made by the Securities and Exchange Board of India under this Act shall be laid, as soon as may be after it is made, before each House of Parliament, while it is in session, for a total period of thirty days which may be comprised in one session or in two or more successive sessions, and if, before the expiry of the session immediately following the session or the successive sessions aforesaid, both Houses agree in making any modification in the regulation or both Houses agree that the regulation should not be made, the regulation shall thereafter have effect only in such modified form or be of no effect, as the case may be; so however, that any such modification or annulment shall be without prejudice to the validity of anything previously done under that regulation.

Section 643

POWER OF SUPREME COURT TO MAKE RULES.

(1) The Supreme Court, after consulting the High Courts, -

(a) shall make rules providing for all matters relating to the winding up of companies which, by this Act, are to be prescribed; and may make rules providing for all such matters as may be prescribed, except those reserved to the Central Government by sub-section (5) of section 503, sub-section (3) of section 550, section 552 and sub-section (3) of section 555 ; and

(b) may make rules consistent with the Code of Civil Procedure, 1908 (5 of 1908), -

(i) as to the mode of proceedings to be had for winding up a company in High Courts and in Courts subordinate thereto;

(ii) for the voluntary winding up of companies, whether by members or by creditors;

(iii) for the holding of meetings of creditors and members in connection with proceedings under section 391;

(iv) for giving effect to the provisions of this Act as to the reduction of the capital ; and

(v) generally for all applications to be made to the Court under the provisions of this Act.

(2) Without prejudice to the generality of the foregoing power, the Supreme Court may, by such rules, enable or require all or any of the powers and duties conferred and imposed on the Court by this Act, in respect of the following matters, that is to say :-

(a) the holding and conducting of meetings to ascertain the wishes of creditors and contributories;

(b) the settling of lists of contributories and the rectifying of the register of members where required, and collecting and applying the assets;

(c) the payment, delivery, conveyance, surrender or transfer of money, property, books or papers to the liquidator;

(d) the making of calls; and

(e) the fixing of a time within which debts and claims shall be proved; to be exercised or performed by the Official Liquidator or any other liquidator as an officer of the Court, and subject to the control of the Court :

Provided that the liquidator shall not, without the special leave of the Court, rectify the register of members or make any call.

(3) Until rules are made by the Supreme Court as aforesaid, all rules made by any High Court on the matters referred to in this section and in force at the commencement of this Act, shall continue to be in force in so far as they are not inconsistent with the provisions of this Act in that High Court and in Courts subordinate thereto.

(4) All rules made by the Central Government under sub-section (1) of section 549 and in force immediatelybefore the commencement of the Companies (Amendment) Act, 1960 shall continue in force and be deemed to have been made by the Supreme Court unless and until they are superseded by rules made by the Supreme Court after such commencement.

Section 644

REPEAL OF ACTS SPECIFIED IN SCHEDULE XII.

The enactments mentioned in Schedule XII are hereby repealed.

Section 645

SAVING OF ORDERS, RULES, ETC., IN FORCE AT COMMENCEMENT OF ACT.

Nothing in this Act shall affect any order, rule, regulation, appointment, conveyance, mortgage, deed, document or agreement made, fee directed, resolution passed, direction given, proceeding taken, instrument executed or issued, or thing done, under or in pursuance of any previous companies law; but any such order, rule, regulation, appointment, conveyance, mortgage, deed, document, agreement, fee, resolution, direction, proceeding, instrument or thing shall, if in force at the commencement of this Act, continue to be in force, and so far as it could have been made, directed, passed, given, taken, executed, issued or done under or in pursuance of this Act, shall have effect as if made, directed, passed, given, taken, executed, issued or done under or in pursuance of this Act.

Section 646

SAVING OF OPERATION OF SECTION 138 OF ACT 7 OF 1913.

Nothing in this Act shall affect the operation of section 138 of the Indian Companies Act, 1913 (7 of 1913), as respects inspectors, or as respects the continuation of an inspection begun by inspectors, appointed before the commencement of this Act; and the provisions of this Act shall apply to or in relation to a report of inspectors appointed under the said section 138 as they apply to or in relation to a report of inspectors appointed under section 235 of 237 of this Act.

Section 647

SAVING OF PENDING PROCEEDINGS FOR WINDING UP.

Where the winding up of a company has commenced before the commencement of this Act -

(i) sub-section (7) of section 555 shall apply in respect of any moneys paid into the Companies Liquidation Account whether before or after such commencement; and

(ii) the other provisions with respect to winding up contained in this Act shall not apply, but the company shall be wound up in the same manner and with the same incidents as if this Act had not been passed :

Provided that where the proceedings in any such winding up are pending at the commencement of the Companies (Amendment) Act, 1960 (65 of 1960), -

(a) sections 463, 502, 515 and 524 shall, as far as may be, also apply in relation thereto;

(b) the liquidator appointed by the Court and functioning in any such winding up shall in such manner and at such time as may be prescribed by the Central Government, pay the moneys received by him as such liquidator, into the public account of Indian in the Reserve Bank of India.

Section 648

SAVING OF PROSECUTIONS INSTITUTED BY LIQUIDATOR OR COURT UNDER SECTION 237 OF ACT 7 OF 1913 (7 OF 1913).

Nothing in this Act shall affect any prosecution instituted or ordered by the Court to be instituted under section 237 of the Indian Companies Act, 1913 (7 of 1913); and the Court shall have the same power of directing how any costs, charges, and expenses properly incurred in any such prosecution are to be defrayed as it would have had, if this Act had not been passed.

Section 649

CONSTRUCTION OF REFERENCES TO FORMER ENACTMENTS IN DOCUMENTS.

Any document referring to any former enactment relating to companies shall be constructed as referring to the corresponding enactment in this Act.

Section 650

CONSTRUCTION OF "REGISTRAR OF JOINT STOCK COMPANIES" IN ACT 21 OF 1860. - OMITTED BY THE COMPANIES (AMENDMENT) ACT, 1960.

For the original section, refer Appendix

Section 651

CONSTRUCTION OF REFERENCES TO EXTRAORDINARY RESOLUTION IN ARTICLES, ETC.

Any reference to an extraordinary resolution in the articles of a company, or in any resolution passed in general meeting by the company, or in any other instrument, or in any law in force immediately before the commencement of this Act, shall, with effect on and from such commencement, be construed as a reference to a special resolution.

Section 652

APPOINTMENT UNDER PREVIOUS COMPANIES LAWS TO HAVE EFFECT AS IF MADE UNDER ACT.

Any person appointed to any office under or by virtue of any previous companies law shall be deemed to have been appointed to that office under or by virtue of this Act.

Section 653

FORMER REGISTRATION OFFICES CONTINUED.

The offices existing at the commencement of this Act for the registration of companies shall be continued as if they had been established under this Act.

Section 654.

REGISTERS UNDER PREVIOUS COMPANIES LAWS TO BE DEEMED TO BE PART OF REGISTERS UNDER ACT

Any register kept under the provisions of any previous companies law shall be deemed to be part of the register to be kept under the corresponding provisions of this Act.

Section 655

FUNDS AND ACCOUNTS UNDER ACT TO BE IN CONTINUATION OF FUNDS AND ACCOUNTS UNDER PREVIOUS COMPANIES LAW.

All funds constituted and accounts kept under this Act shall be deemed to be in continuation of the corresponding funds constituted and accounts kept under previous companies laws.

Section 656

SAVING OF INCORPORATION UNDER REPEALED ACTS.

Nothing in this Act shall affect the incorporation of any company registered under any enactment hereby repealed.

Section 657

SAVING OF CERTAIN TABLES UNDER PREVIOUS COMPANIES LAWS.

Nothing in this Act shall affect -

(a) Table B in the Schedule annexed to Act No. 19 of 1857, or any part thereof, so far as the same applies to any company existing at the commencement of this Act;

(b) Table A in the First Schedule annexed to the Indian Companies Act, 1882 (6 of 1882), or any part thereof, so far as the same applies to any company existing at the commencement of this Act;

(c) Table A in the First Schedule to the Indian Companies Act, 1913 (7 of 1913), either as originally contained in that Schedule or as altered in pursuance of section 151 of that Act, so far as the same applies to any company existing at the commencement of this Act.

Section 658.

Section 6 of the General Clauses Act, 1897 (10 of 1897) to apply in addition to Section 645 to 657 of Act.

The mention of particular matters in section 645 to 657 or in any other provision of this Act shall not prejudice the general application ohe General Clauses Act, 1897 (10 of 1897), with respect to the effect of repeals.

SCHEDULES

Sch. I Table A Regulation 1
THE FIRST SCHEDULE SCHEDULE I
[See sections 2(2), 14, 28(1), 29 and 223]
A REGULATIONS FOR MANAGEMENT OF A COMPANY LIMITED BY SHARES

1 INTERPRETATION.
(1) In these regulations -

(a) "the Act" means the Companies Act, 1956,

(b) "the seal" means the common seal of the company.

(2) Unless the context otherwise requires, words or expressions contained in these regulations shall bear the same meaning as in the Act or any statutory modification thereof in force at the date at which these regulations become binding on the company.

Sch. I Table A Regulation 2
[See sections 2(2), 14, 28(1), 29 and 223]
A REGULATIONS FOR MANAGEMENT OF A COMPANY LIMITED BY SHARES

SHARE CAPITAL AND VARIATION OF RIGHTS.

Subject to the provisions of section 80, any preference shares may, with the 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.

Sch. I Table A Regulation 3
I THE FIRST SCHEDULE
[See sections 2(2), 14, 28(1), 29 and 223]
A REGULATIONS FOR MANAGEMENT OF A COMPANY LIMITED BY SHARES

3 SHARE CAPITAL AND VARIATION OF RIGHTS.

(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 of issue of the shares of that class) may, subject to the provisions of sections 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 meeting, the provisions of these regulations relating to general meetings shall mutatis 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.

Sch. I Table A Regulation 4
THE FIRST SCHEDULE
[See sections 2(2), 14, 28(1), 29 and 223]
A REGULATIONS FOR MANAGEMENT OF A COMPANY LIMITED BY SHARES

4 SHARE CAPITAL AND VARIATION OF RIGHTS.

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 pari passu therewith.

Sch. I Table A Regulation 5
THE FIRST SCHEDULE
[See sections 2(2), 14, 28(1), 29 and 223]
A REGULATIONS FOR MANAGEMENT OF A COMPANY LIMITED BY SHARES

5 SHARE CAPITAL AND VARIATION OF RIGHTS.

(1) The company may exercise the powers of paying commissions conferred by section 76, provided that the rate per cent 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 per cent of the price at which the shares in respect whereof the same is paid are issued or an amount equal to five per cent 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.

Sch. I Table A Regulation 6
THE FIRST SCHEDULE
[See sections 2(2), 14, 28(1), 29 and 223]
A REGULATIONS FOR MANAGEMENT OF A COMPANY LIMITED BY SHARES

6 SHARE CAPITAL AND VARIATION OF RIGHTS.

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 entirety thereof in the registered holder.

Sch. I Table A Regulation 7
THE FIRST SCHEDULE
[See sections 2(2), 14, 28(1), 29 and 223]
A REGULATIONS FOR MANAGEMENT OF A COMPANY LIMITED BY SHARES

7 SHARE CAPITAL AND VARIATION OF RIGHTS.

(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 thereon.

(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.

Sch. I Table A Regulation 8
THE FIRST SCHEDULE
[See sections 2(2), 14, 28(1), 29 and 223]
A REGULATIONS FOR MANAGEMENT OF A COMPANY LIMITED BY SHARES

8 SHARE CAPITAL AND VARIATION OF RIGHTS.

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 expenses incurred by the company in investigating evidence, as the directors think fit.

Sch. I Table A Regulation 9
THE FIRST SCHEDULE
[See sections 2(2), 14, 28(1), 29 and 223]
A REGULATIONS FOR MANAGEMENT OF A COMPANY LIMITED BY SHARES

9 LIEN.

(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 : 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.

(2) The company's lien, if any, on a share shall extend to all dividends payable thereon.

Sch. I Table A Regulation 10
THE FIRST SCHEDULE
[See sections 2(2), 14, 28(1), 29 and 223]
A REGULATIONS FOR MANAGEMENT OF A COMPANY LIMITED BY SHARES

10 LIEN.

The company may sell, in such manner as the Board thinksfit, 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 is presently payable, has been given to the registered holder for the time being of the share or the person entitled thereto by reason of his death or insolvency.

Sch. I Table A Regulation 11
THE FIRST SCHEDULE
[See sections 2(2), 14, 28(1), 29 and 223]
A REGULATIONS FOR MANAGEMENT OF A COMPANY LIMITED BY SHARES

11 LIEN.

(1) To give effect to any such sale, the Board may authorise 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.

Sch. I Table A Regulation 12
THE FIRST SCHEDULE
[See sections 2(2), 14, 28(1), 29 and 223]
A REGULATIONS FOR MANAGEMENT OF A COMPANY LIMITED BY SHARES

12 LIEN.

(1) The proceeds of the 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.

(2) 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 person entitled to the shares at the date of the sale.

Sch. I Table A Regulation 13
THE FIRST SCHEDULE
[See sections 2(2), 14, 28(1), 29 and 223]
A REGULATIONS FOR MANAGEMENT OF A COMPANY LIMITED BY SHARES

13 CALLS ON SHARES.

(1) The Board may, 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.

Sch. I Table A Regulation 14
THE FIRST SCHEDULE
[See sections 2(2), 14, 28(1), 29 and 223]
A REGULATIONS FOR MANAGEMENT OF A COMPANY LIMITED BY SHARES

14 CALLS ON SHARES.

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 instalments.

Sch. I Table A Regulation 15
THE FIRST SCHEDULE
[See sections 2(2), 14, 28(1), 29 and 223]
A REGULATIONS FOR MANAGEMENT OF A COMPANY LIMITED BY SHARES

15 CALLS ON SHARES.

The joint holders of a share shall be jointly and severally liable to pay all calls in respect thereof.

Sch. I Table A Regulation 16
THE FIRST SCHEDULE
[See sections 2(2), 14, 28(1), 29 and 223]
A REGULATIONS FOR MANAGEMENT OF A COMPANY LIMITED BY SHARES

16 CALLS ON SHARES.

(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 per cent 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.

Sch. I Table A Regulation 17
THE FIRST SCHEDULE
[See sections 2(2), 14, 28(1), 29 and 223]
A REGULATIONS FOR MANAGEMENT OF A COMPANY LIMITED BY SHARES

17 CALLS ON SHARES.

(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.

Sch. I Table A Regulation 18
THE FIRST SCHEDULE
[See sections 2(2), 14, 28(1), 29 and 223]
A REGULATIONS FOR MANAGEMENT OF A COMPANY LIMITED BY SHARES

18 CALLS ON SHARES.

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

Sch. I Table A Regulation 19
THE FIRST SCHEDULE
[See sections 2(2), 14, 28(1), 29 and 223]
A REGULATIONS FOR MANAGEMENT OF A COMPANY LIMITED BY SHARES

19 TRANSFER OF SHARES.

(1) The instrument of transfer of any share in the company shall be executed by or on behalf of both the transferor and transferee.

(2) The transferor shall be deemed to remain a holder of the share until the name of the transferee is entered in the register of members in respect thereof.

Sch. I Table A Regulation 20
THE FIRST SCHEDULE
[See sections 2(2), 14, 28(1), 29 and 223]
A REGULATIONS FOR MANAGEMENT OF A COMPANY LIMITED BY SHARES

20 TRANSFER OF SHARES.

Subject to the provisions of section 108, the shares in the company shall be transferred in the following form, namely :-

1020 FORM NO. 7B

Date of presentation to the prescribed authority

SHARE TRANSFER FORM (Pursuant to section 108(1A) of the Companies Act, 1956)

OR THE CONSIDERATION stated below the "Transferor(s)" named do hereby transfer to the "Transferee(s)" named the shares specified below subject to the conditions on which the said shares are now held by the Transferor(s) and Transferee(s) do hereby agree to accept and hold the said shares subject to the conditions aforesaid.

DESCRIPTION OF EQUITY/PREFERENCE SHARES

TRANSFEROR(S) [SELLER(S)] PARTICULARS Regd.FolioNo ----------- Signature(s) Name(s) in full
1. .................
2. ................
3.................
4.................. 2. .................. 3. .................. 4. ..................

ATTESTATION Signature of witness
I, hereby attest the signature of | || the Transferor(s) herein mentioned | Name & address of witness || | ......................... || | ......................... || Signature | ......................... || | ......................... || Name | ......................... || | ......................... || Address/Seal | ......................... || | ......................... ||*Please see overleaf for instructions | PIN ||--------------------------------------| ......................... || || TRANSFEREE(S) [BUYER(S)] PARTICULARS Signature(s) || || Name(s) in full 1. ................ 1. ............... || 2. ................ 2. ............... || 3. ................ 3. ............... || ||--------------------------------------------------------------------|| | Occupation | Address | Father's/Husband' s name ||-----|---------------|---------------|------------------------------|| 1. | | | ||-----|---------------|---------------|------------------------------|| 2. | | | ||-----|---------------|---------------|------------------------------|| 3. | | | ||--------------------------------------------------------------------|| Transferee(s) || existing Folio, --------- ---------- || if any, in same | | Value of | Rs. | || order of names --------- Stamps affixed ---------- | -------------------------------------------------------------------- DATED this .... day of .... One Thousand Nine Hundred .... PLACE...... ---------------------------------------------------------------------- -----------------------------------------------| For office use only | ------ ----- | | Folio | | Company Code | | | | ------ ----- | Checked by ........ | Specimen 1. ...................... | Signature | Signature(s) of 2. ...................... | tallied by ........ | Transferee(s) 3. ....................... | Entered in Register | | of Transfer No. .... | | Approval date ...... | |---------------------------------------------------------------------- Continuation of front page (herein enter the Distinctive numberswhen the space on the front page is found to be insufficient) --------------------------------------------------------------------| Distinctive | From | | | | | | | || numbers |------|------|------|------|------|------|-----|-----|| | To | | | | | | | ||---------------------|------|------|------|------|------|-----|-----|| Corresponding | | | | | | | || Certificate Nos. | | | | | | | | -------------------------------------------------------------------- INSTRUCTIONS FOR ATTESTATION Attestation, where required (thumb impressions, marks, signaturedifference, etc.) should be done by a Magistrate, Notary Public orSpecial Executive Magistrate or a similar authority holding aPublic Office and authorised to use the Seal of his office or amember of a recognised Stock Exchange through whom the shares areintroduced or a manager of the transferor's bank. Note : Names must be rubber stamped preferably in a straight line.Chronological order should be maintained. Broker's Clearing Numbershould be stated when delivery is given by a Clearing Member Bank. ---------------------------- ----------------------------------| Name of delivery | Date | | POWER OF | PROBATE | DEATH || Broker or Clearing | | | ATTORNEY | | CERTIFICATE || Number | | | | | ||--------------------|-------| |----------------------------------|| | | |LETTERS OF ADMINISTRATION || | | |----------------------------------|| | | | Registered with the Company || | | | || | | | No. .......... Date ........... || | | | || | | | ............................... || | | | (Signature [not initials] of || | | | Broker, Bank, Company or Stock || | | | Exchange Clearing House) || | | |----------------------------------|| | | |----------------------------------|| | | | +LODGED BY ................... || | | | FULL ADDRESS ................... || | | | ................................ || | | | ................................ || | | | ................................ || | | | || | | ---------------------------------- | | | ---------------------------------- | | | | SHARE CERTIFICATES TO BE || | | | RETURNED TO || | | | (Fill in the name and address || | | | to which the Certificates are | | | | | required to be returned) || | | | || | | | NAME AND ADDRESS .............. || | | | ............................... || | | | ............................... || | | | ............................... || | | |----------------------------------| | | | |----------------------------------|| | | | SHARE TRANSFER STAMPS || | | | || | | | || | | | || | | | || | | | | ---------------------------- ---------------------------------- + To be filled only if the documents are lodged by a person other than the transferee."

Sch. I Table A Regulation 21
THE FIRST SCHEDULE
[See sections 2(2), 14, 28(1), 29 and 223]
A REGULATIONS FOR MANAGEMENT OF A COMPANY LIMITED BY SHARES

21 TRANSFER OF SHARES.

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.

Sch. I Table A Regulation 22
THE FIRST SCHEDULE SCHEDULE
[See sections 2(2), 14, 28(1), 29 and 223]
A REGULATIONS FOR MANAGEMENT OF A COMPANY LIMITED BY SHARES

22 TRANSFER OF SHARES.

The Board may also decline to recognise 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 transferor to make the transfer; and

(c) the instrument of transfer is in respect of only one class of shares

Sch. I Table A Regulation 23
THE FIRST SCHEDULE
[See sections 2(2), 14, 28(1), 29 and 223]
A REGULATIONS FOR MANAGEMENT OF A COMPANY LIMITED BY SHARES

23 TRANSFER OF SHARES.

Subjet 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

Sch. I Table A Regulation 24
THE FIRST SCHEDULE
[See sections 2(2), 14, 28(1), 29 and 223]
A REGULATIONS FOR MANAGEMENT OF A COMPANY LIMITED BY SHARES

24 TRANSFER OF SHARES.

The company shall be entitled to share 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.

Sch. I Table A Regulation 25
THE FIRST SCHEDULE
[See sections 2(2), 14, 28(1), 29 and 223]
A REGULATIONS FOR MANAGEMENT OF A COMPANY LIMITED BY SHARES

25 TRANSMISSION OF SHARES.

(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 recognised 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.

Sch. I Table A Regulation 26
THE FIRST SCHEDULE
[See sections 2(2), 14, 28(1), 29 and 223]
A REGULATIONS FOR MANAGEMENT OF A COMPANY LIMITED BY SHARES

26 TRANSMISSION OF SHARES.

(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 hereinafter 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.

Sch. I Table A Regulation 27
THE FIRST SCHEDULE
[See sections 2(2), 14, 28(1), 29 and 223]
A REGULATIONS FOR MANAGEMENT OF A COMPANY LIMITED BY SHARES

27 TRANSMISSION OF SHARES.

(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 transfers 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.

Sch. I Table A Regulation 28
THE FIRST SCHEDULE
[See sections 2(2), 14, 28(1), 29 and 223]
A REGULATIONS FOR MANAGEMENT OF A COMPANY LIMITED BY SHARES

28 TRANSMISSION OF SHARES.

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 withhold payment of all dividends, bonuses or other moneys payable in respect of the share, until the requirements of the notice have been complied with

Sch. I Table A Regulation 29
THE FIRST SCHEDULE
[See sections 2(2), 14, 28(1), 29 and 223]
A REGULATIONS FOR MANAGEMENT OF A COMPANY LIMITED BY SHARES

29 FORFEITURE OF SHARES.

If a member fails to pay any call, or instalment of a call, on the day appointed for payment thereof, the Board may, at any time thereafter during such time as any part of the call or instalment remains unpaid, serve a notice on him requiring payment of so much of the call or instalment as is unpaid, together with any interest which may have accrued.

Sch. I Table A Regulation 30
THE FIRST SCHEDULE
[See sections 2(2), 14, 28(1), 29 and 223]
A REGULATIONS FOR MANAGEMENT OF A COMPANY LIMITED BY SHARES

30 FORFEITURE OF SHARES.

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.

Sch. I Table A Regulation 31
THE FIRST SCHEDULE
[See sections 2(2), 14, 28(1), 29 and 223]
A REGULATIONS FOR MANAGEMENT OF A COMPANY LIMITED BY SHARES

31 FORFEITURE OF SHARES.

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.

Sch. I Table A Regulation 32
THE FIRST SCHEDULE
[See sections 2(2), 14, 28(1), 29 and 223]
A REGULATIONS FOR MANAGEMENT OF A COMPANY LIMITED BY SHARES

32 FORFEITURE OF SHARES.

(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.

Sch. I Table A Regulation 33
THE FIRST SCHEDULE
[See sections 2(2), 14, 28(1), 29 and 223]
A REGULATIONS FOR MANAGEMENT OF A COMPANY LIMITED BY SHARES

33 FORFEITURE OF SHARES.

(1) A person whose shares have been forfeited shall cease to be a member in respect of the forfeited shares, 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.

Sch. I Table A Regulation 34
THE FIRST SCHEDULE
[See sections 2(2), 14, 28(1), 29 and 223]
A REGULATIONS FOR MANAGEMENT OF A COMPANY LIMITED BY SHARES

34 FORFEITURE OF SHARES.

(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 the forfeiture, sale or disposal of the share.

Sch. I Table A Regulation 35
THE FIRST SCHEDULE
[See sections 2(2), 14, 28(1), 29 and 223]
A REGULATIONS FOR MANAGEMENT OF A COMPANY LIMITED BY SHARES

35 FORFEITURE OF SHARES.

The provisions 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 payable at a fixed time, whether on account of the nominal value of the share or by way of premium, as if the same had been payable by virtue of a call duly made and notified.

Sch. I Table A Regulation 36
THE FIRST SCHEDULE
[See sections 2(2), 14, 28(1), 29 and 223]
A REGULATIONS FOR MANAGEMENT OF A COMPANY LIMITED BY SHARES

36 CONVERSION OF SHARES INTO STOCK

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.

Sch. I Table A Regulation 37
THE FIRST SCHEDULE
[See sections 2(2), 14, 28(1), 29 and 223]
A REGULATIONS FOR MANAGEMENT OF A COMPANY LIMITED BY SHARES

37 CONVERSION OF SHARES INTO STOCK

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.

Sch. I Table A Regulation 38
THE FIRST SCHEDULE
[See sections 2(2), 14, 28(1), 29 and 223]
A REGULATIONS FOR MANAGEMENT OF A COMPANY LIMITED BY SHARES

38 CONVERSION OF SHARES INTO STOCK

The holders of stock shall, according to the amount of stock held by them, have the same rights, privileges and advantages as regards 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.

Sch. I Table A Regulation 39
THE FIRST SCHEDULE
[See sections 2(2), 14, 28(1), 29 and 223]
A REGULATIONS FOR MANAGEMENT OF A COMPANY LIMITED BY SHARES

39 CONVERSION OF SHARES INTO STOCK

Such of the regulations 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 "stockholder" respectively.

Sch. I Table A Regulation 40
THE FIRST SCHEDULE
[See sections 2(2), 14, 28(1), 29 and 223]
A REGULATIONS FOR MANAGEMENT OF A COMPANY LIMITED BY SHARES

40 SHARE WARRANTS

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 share, and the amount of the stamp duty on the warrant and such fee as the Board may from time to time require, issue a share warrant.

Sch. I Table A Regulation 41
THE FIRST SCHEDULE
[See sections 2(2), 14, 28(1), 29 and 223]
A REGULATIONS FOR MANAGEMENT OF A COMPANY LIMITED BY SHARES

41 SHARE WARRANTS

(1) The bearer of a share warrant may at any time deposit the warrant 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 recognised as depositor of the share warrant.

3) The company shall, on two days' written notice, return the deposited share warrant to the depositor.

Sch. I Table A Regulation 42
THE FIRST SCHEDULE
[See sections 2(2), 14, 28(1), 29 and 223]
A REGULATIONS FOR MANAGEMENT OF A COMPANY LIMITED BY SHARES

42 SHARE WARRANTS

(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.

Sch. I Table A Regulation 43
THE FIRST SCHEDULE
I [See sections 2(2), 14, 28(1), 29 and 223]
A REGULATIONS FOR MANAGEMENT OF A COMPANY LIMITED BY SHARES

43 SHARE WARRANTS

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 of renewal in case of defacement, loss or destruction.

Sch. I Table A Regulation 44
THE FIRST SCHEDULE
[See sections 2(2), 14, 28(1), 29 and 223]
A REGULATIONS FOR MANAGEMENT OF A COMPANY LIMITED BY SHARES

44 ALTERATION OF CAPITAL

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

Sch. I Table A Regulation 45
THE FIRST SCHEDULE
[See sections 2(2), 14, 28(1), 29 and 223]
A REGULATIONS FOR MANAGEMENT OF A COMPANY LIMITED BY SHARES

45 ALTERATION OF CAPITAL

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 (d) of sub-section (1) of section 94;

(c) cancel any shares which, at the date of the passing of the resolution, have not been taken or agreed to be taken by any person.

Sch. I Table A Regulation 46
THE FIRST SCHEDULE
[See sections 2(2), 14, 28(1), 29 and 223]
A REGULATIONS FOR MANAGEMENT OF A COMPANY LIMITED BY SHARES

46 ALTERATION OF CAPITAL

The company may, by special resolution reduce in any manner and with and subject to, any incident authorised and consent required by law, -

(a) its share capital;

(b) any capital redemption reserve account;

(c) any share premium account.

Sch. I Table A Regulation 47
THE FIRST SCHEDULE
[See sections 2(2), 14, 28(1), 29 and 223]
A REGULATIONS FOR MANAGEMENT OF A COMPANY LIMITED BY SHARES

47 GENERAL MEETINGS

All general meetings other than annual general meetings shall be called extraordinary general meetings.

Sch. I Table A Regulation 48
THE FIRST SCHEDULE
[See sections 2(2), 14, 28(1), 29 and 223]
A REGULATIONS FOR MANAGEMENT OF A COMPANY LIMITED BY SHARES

48 GENERAL MEETINGS

(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.

Sch. I Table A Regulation 49
THE FIRST SCHEDULE
[See sections 2(2), 14, 28(1), 29 and 223]
A REGULATIONS FOR MANAGEMENT OF A COMPANY LIMITED BY SHARES

49 PROCEEDINGS AT GENERAL MEETINGS

(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 (in the case of a public company - two members present in person, in the case of a private company) shall be a quorum.

Sch. I Table A Regulation 50
THE FIRST SCHEDULE
[See sections 2(2), 14, 28(1), 29 and 223]
A REGULATIONS FOR MANAGEMENT OF A COMPANY LIMITED BY SHARES

50 PROCEEDINGS AT GENERAL MEETINGS

The chairman, if any, of the Board shall preside as chairman at every general meeting of the company.

Sch. I Table A Regulation 51
THE FIRST SCHEDULE
[See sections 2(2), 14, 28(1), 29 and 223]
A REGULATIONS FOR MANAGEMENT OF A COMPANY LIMITED BY SHARES

51 PROCEEDINGS AT GENERAL MEETINGS

If there is no such chairman, or if he is not present within fifteen minutes after the time appointed for holding the meeting, or is unwilling to act as chairman of the meeting, the directors present shall elect one of their number to be chairman of the meeting.

Sch. I Table A Regulation 52
THE FIRST SCHEDULE
[See sections 2(2), 14, 28(1), 29 and 223]
A REGULATIONS FOR MANAGEMENT OF A COMPANY LIMITED BY SHARES

52 PROCEEDINGS AT GENERAL MEETINGS

If at any meeting no director is willing to act as chairman or if no director is present within fifteen minutes after the time appointed for holding the meeting, the members present shall choose one of their number to be chairman of the meeting.

Sch. I Table A Regulation 53
THE FIRST SCHEDULE
[See sections 2(2), 14, 28(1), 29 and 223]
A REGULATIONS FOR MANAGEMENT OF A COMPANY LIMITED BY SHARES

53 PROCEEDINGS AT GENERAL MEETINGS

(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.

Sch. I Table A Regulation 54
THE FIRST SCHEDULE
[See sections 2(2), 14, 28(1), 29 and 223]
A REGULATIONS FOR MANAGEMENT OF A COMPANY LIMITED BY SHARES

54 PROCEEDINGS AT GENERAL MEETINGS

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.

Sch. I Table A Regulation 55
THE FIRST SCHEDULE
[See sections 2(2), 14, 28(1), 29 and 223]
A REGULATIONS FOR MANAGEMENT OF A COMPANY LIMITED BY SHARES

55 PROCEEDINGS AT GENERAL MEETINGS

Any business other than that upon which a poll has been demanded may be proceeded with, pending the taking of the poll.

Sch. I Table A Regulation 56
THE FIRST SCHEDULE
[See sections 2(2), 14, 28(1), 29 and 223]
A REGULATIONS FOR MANAGEMENT OF A COMPANY LIMITED BY SHARES

56 VOTES OF MEMBERS

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.

Sch. I Table A Regulation 57
THE FIRST SCHEDULE
[See sections 2(2), 14, 28(1), 29 and 223]
A REGULATIONS FOR MANAGEMENT OF A COMPANY LIMITED BY SHARES

57 VOTES OF MEMBERS

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.

Sch. I Table A Regulation 58
THE FIRST SCHEDULE
[See sections 2(2), 14, 28(1), 29 and 223]
58.A member of unsound mind, or in respect of whom an 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.

Sch. I Table A Regulation 59
THE FIRST SCHEDULE
[See sections 2(2), 14, 28(1), 29 and 223]
A REGULATIONS FOR MANAGEMENT OF A COMPANY LIMITED BY SHARES

59 VOTES OF MEMBERS

No member shall be entitled to vote at any general meeting unless all calls or other sums presently payable by him in respect of shares in the company have been paid.

Sch. I Table A Regulation 60
THE FIRST SCHEDULE
[See sections 2(2), 14, 28(1), 29 and 223]
A REGULATIONS FOR MANAGEMENT OF A COMPANY LIMITED BY SHARES

60 VOTES OF MEMBERS

(1) No objection shall be raised 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.

Sch. I Table A Regulation 61
THE FIRST SCHEDULE
[See sections 2(2), 14, 28(1), 29 and 223]
A REGULATIONS FOR MANAGEMENT OF A COMPANY LIMITED BY SHARES

61 VOTES OF MEMBERS

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.

Sch. I Table A Regulation 62
THE FIRST SCHEDULE
[See sections 2(2), 14, 28(1), 29 and 223]
A REGULATIONS FOR MANAGEMENT OF A COMPANY LIMITED BY SHARES

62 VOTES OF MEMBERS

An instrument appointing a proxy shall be in either of the forms in Schedule IX to the Act or a form as near thereto as circumstances admit.

Sch. I Table A Regulation 63
THE FIRST SCHEDULE
[See sections 2(2), 14, 28(1), 29 and 223]
A REGULATIONS FOR MANAGEMENT OF A COMPANY LIMITED BY SHARES

63 VOTES OF MEMBERS

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 of 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.

Sch. I Table A Regulation 64
THE FIRST SCHEDULE
[See sections 2(2), 14, 28(1), 29 and 223]
A REGULATIONS FOR MANAGEMENT OF A COMPANY LIMITED BY SHARES

64 BOARD OF DIRECTORS

The number of the directors and the names of the first directors shall be determined in writing by the subscribers of the memorandum or a majority of them.

Sch. I Table A Regulation 65
THE FIRST SCHEDULE
[See sections 2(2), 14, 28(1), 29 and 223]
A REGULATIONS FOR MANAGEMENT OF A COMPANY LIMITED BY SHARES

65 BOARD OF DIRECTORS

(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.

(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.

Sch. I Table A Regulation 66
THE FIRST SCHEDULE
[See sections 2(2), 14, 28(1), 29 and 223]
A REGULATIONS FOR MANAGEMENT OF A COMPANY LIMITED BY SHARES

66 BOARD OF DIRECTORS

The qualification of a director shall be the holding of atleast one share in the company.

Sch. I Table A Regulation 67
THE FIRST SCHEDULE
[See sections 2(2), 14, 28(1), 29 and 223]
A REGULATIONS FOR MANAGEMENT OF A COMPANY LIMITED BY SHARES

67 BOARD OF DIRECTORS

The Board may pay all expenses incurred in getting up and registering the company.

Sch. I Table A Regulation 68
THE FIRST SCHEDULE
[See sections 2(2), 14, 28(1), 29 and 223]
A REGULATIONS FOR MANAGEMENT OF A COMPANY LIMITED BY SHARES

68 BOARD OF DIRECTORS

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.

Sch. I Table A Regulation 69
THE FIRST SCHEDULE
[See sections 2(2), 14, 28(1), 29 and 223]
A REGULATIONS FOR MANAGEMENT OF A COMPANY LIMITED BY SHARES

69 BOARD OF DIRECTORS

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.

Sch. I Table A Regulation 70
THE FIRST SCHEDULE
[See sections 2(2), 14, 28(1), 29 and 223]
A REGULATIONS FOR MANAGEMENT OF A COMPANY LIMITED BY SHARES

70 BOARD OF DIRECTORS

All cheques, promissory notes, drafts, hundis, 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 such person and in such manner as the Board shall from time to time by resolution determine.

Sch. I Table A Regulation 71
THE FIRST SCHEDULE
[See sections 2(2), 14, 28(1), 29 and 223]
A REGULATIONS FOR MANAGEMENT OF A COMPANY LIMITED BY SHARES

71 BOARD OF DIRECTORS

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.

Sch. I Table A Regulation 72
THE FIRST SCHEDULE
[See sections 2(2), 14, 28(1), 29 and 223]
A REGULATIONS FOR MANAGEMENT OF A COMPANY LIMITED BY SHARES

72 BOARD OF DIRECTORS

(1) The Board shall have power at any time, 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 maximum 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.

Sch. I Table A Regulation 73
THE FIRST SCHEDULE
[See sections 2(2), 14, 28(1), 29 and 223]
A REGULATIONS FOR MANAGEMENT OF A COMPANY LIMITED BY SHARES

73 PROCEEDINGS OF BOARD

(1) The Board of directors may meet for the despatch of business, adjourn and otherwise regulate its meetings, as it thinks fit.

(2) A director may, and the manager or secretary on the requisition of a director shall, at any time, summon a meeting of the Board.

Sch. I Table A Regulation 74
THE FIRST SCHEDULE
[See sections 2(2), 14, 28(1), 29 and 223]
A REGULATIONS FOR MANAGEMENT OF A COMPANY LIMITED BY SHARES

74 PROCEEDINGS OF BOARD

(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 an equality of votes, the chairman of the Board, if any, shall have a second or casting vote.

Sch. I Table A Regulation 75
THE FIRST SCHEDULE
[See sections 2(2), 14, 28(1), 29 and 223]
A REGULATIONS FOR MANAGEMENT OF A COMPANY LIMITED BY SHARES

75 PROCEEDINGS OF BOARD

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 directors or director 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.

Sch. I Table A Regulation 76
THE FIRST SCHEDULE
[See sections 2(2), 14, 28(1), 29 and 223]
A REGULATIONS FOR MANAGEMENT OF A COMPANY LIMITED BY SHARES

76 PROCEEDINGS OF BOARD

(1) The Board may elect a chairman of its meetings and determine the period for which he is to hold office.

(2) If no such chairman is elected, or if at any meeting the chairman is not present within five minutes after the time appointed for holding the meeting, the directors present may choose one of their number to be chairman of the meeting.

Sch. I Table A Regulation 77
THE FIRST SCHEDULE
[See sections 2(2), 14, 28(1), 29 and 223]
A REGULATIONS FOR MANAGEMENT OF A COMPANY LIMITED BY SHARES

77 PROCEEDINGS OF BOARD

(1) The Board may, subject to the provisions of the Act, delegate any of its powers to committees consisting of such member or members 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.

Sch. I Table A Regulation 78
THE FIRST SCHEDULE
[See sections 2(2), 14, 28(1), 29 and 223]
A REGULATIONS FOR MANAGEMENT OF A COMPANY LIMITED BY SHARES

78 PROCEEDINGS OF BOARD

(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 five minutes after the time appointed for holding the meeting, the members present may choose one of their number to be chairman of the meeting.

Sch. I Table A Regulation 79
THE FIRST SCHEDULE
[See sections 2(2), 14, 28(1), 29 and 223]
A REGULATIONS FOR MANAGEMENT OF A COMPANY LIMITED BY SHARES

79 PROCEEDINGS OF BOARD

(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.

Sch. I Table A Regulation 80
THE FIRST SCHEDULE
[See sections 2(2), 14, 28(1), 29 and 223]
A REGULATIONS FOR MANAGEMENT OF A COMPANY LIMITED BY SHARES

80 PROCEEDINGS OF BOARD

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.

Sch. I Table A Regulation 81
THE FIRST SCHEDULE
[See sections 2(2), 14, 28(1), 29 and 223]
A REGULATIONS FOR MANAGEMENT OF A COMPANY LIMITED BY SHARES

81 PROCEEDINGS OF BOARD

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 or 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.

Sch. I Table A Regulation 82
THE FIRST SCHEDULE
[See sections 2(2), 14, 28(1), 29 and 223]
A REGULATIONS FOR MANAGEMENT OF A COMPANY LIMITED BY SHARES

82 MANAGER OR SECRETARY

Subject to the provisions 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;

(2) A director may be appointed as manager or secretary.

Sch. I Table A Regulation 83
THE FIRST SCHEDULE
[See sections 2(2), 14, 28(1), 29 and 223]
A REGULATIONS FOR MANAGEMENT OF A COMPANY LIMITED BY SHARES

83 MANAGER OR SECRETARY

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.

Sch. I Table A Regulation 84
THE FIRST SCHEDULE
[See sections 2(2), 14, 28(1), 29 and 223]
A REGULATIONS FOR MANAGEMENT OF A COMPANY LIMITED BY SHARES

84 THE SEAL

(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 aforesaid shall sign every instrument to which the seal of the company is so affixed in their presence.

Sch. I Table A Regulation 85
THE FIRST SCHEDULE
[See sections 2(2), 14, 28(1), 29 and 223]
A REGULATIONS FOR MANAGEMENT OF A COMPANY LIMITED BY SHARES

85 DIVIDENDS AND RESERVE

The company in general meeting may declare dividends, but no dividend shall exceed the amount recommended by the Board.

Sch. I Table A Regulation 86
THE FIRST SCHEDULE
[See sections 2(2), 14, 28(1), 29 and 223]
A REGULATIONS FOR MANAGEMENT OF A COMPANY LIMITED BY SHARES

86 DIVIDENDS AND RESERVE

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.

Sch. I Table A Regulation 87
THE FIRST SCHEDULE
[See sections 2(2), 14, 28(1), 29 and 223]
A REGULATIONS FOR MANAGEMENT OF A COMPANY LIMITED BY SHARES

87 DIVIDENDS AND RESERVE

(1) The Board may, before recommending any dividend, set aside out of the profits of the company such sums as it thinks proper as a reserve or reserves 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.

Sch. I Table A Regulation 88
THE FIRST SCHEDULE
[See sections 2(2), 14, 28(1), 29 and 223]
A REGULATIONS FOR MANAGEMENT OF A COMPANY LIMITED BY SHARES

88 DIVIDENDS AND RESERVE

(1) Subject to the rights of persons, if any, entitled to shares with special rights as 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.

Sch. I Table A Regulation 89
THE FIRST SCHEDULE
[See sections 2(2), 14, 28(1), 29 and 223]
A REGULATIONS FOR MANAGEMENT OF A COMPANY LIMITED BY SHARES

89 DIVIDENDS AND RESERVE

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.

Sch. I Table A Regulation 90
THE FIRST SCHEDULE
[See sections 2(2), 14, 28(1), 29 and 223]
A REGULATIONS FOR MANAGEMENT OF A COMPANY LIMITED BY SHARES

90 DIVIDENDS AND RESERVE -

OMITTED BY NOTIFICATION NO. GSR 631, DATED 23-4-1966.

Sch. I Table A Regulation 91
THE FIRST SCHEDULE
[See sections 2(2), 14, 28(1), 29 and 223]
A REGULATIONS FOR MANAGEMENT OF A COMPANY LIMITED BY SHARES

91 DIVIDENDS AND RESERVE

(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 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

Sch. I Table A Regulation 92
THE FIRST SCHEDULE
[See sections 2(2), 14, 28(1), 29 and 223]
A REGULATIONS FOR MANAGEMENT OF A COMPANY LIMITED BY SHARES

92 DIVIDENDS AND RESERVE

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.

Sch. I Table A Regulation 93
THE FIRST SCHEDULE
[See sections 2(2), 14, 28(1), 29 and 223]
A REGULATIONS FOR MANAGEMENT OF A COMPANY LIMITED BY SHARES

93 DIVIDENDS AND RESERVE

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.

Sch. I Table A Regulation 94
THE FIRST SCHEDULE
[See sections 2(2), 14, 28(1), 29 and 223]
A REGULATIONS FOR MANAGEMENT OF A COMPANY LIMITED BY SHARES

94 DIVIDENDS AND RESERVE

No dividend shall bear interest against the company.

Sch. I Table A Regulation 95
THE FIRST SCHEDULE
[See sections 2(2), 14, 28(1), 29 and 223]
A REGULATIONS FOR MANAGEMENT OF A COMPANY LIMITED BY SHARES

95 ACCOUNTS

(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 the inspection of members not being directors.

(2) No member (not being a director) shall have any right of inspecting any accounts or books or document of the company except as conferred by law or authorised by the Board or by the company in general meeting.

Sch. I Table A Regulation 96
THE FIRST SCHEDULE
[See sections 2(2), 14, 28(1), 29 and 223]
A REGULATIONS FOR MANAGEMENT OF A COMPANY LIMITED BY SHARES

96 CAPITALISATION OF PROFITS

(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 any 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 provision 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, unissued 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 a capital redemption reserve account may, for the purposes 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.

Sch. I Table A Regulation 97
THE FIRST SCHEDULE
[See sections 2(2), 14, 28(1), 29 and 223]
A REGULATIONS FOR MANAGEMENT OF A COMPANY LIMITED BY SHARES

97 CAPITALISATION OF PROFITS

(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 do 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 thereto 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.

Sch. I Table A Regulation 98
THE FIRST SCHEDULE
[See sections 2(2), 14, 28(1), 29 and 223]
A REGULATIONS FOR MANAGEMENT OF A COMPANY LIMITED BY SHARES

98 WINDING UP

(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 assets of the company, whether they shall consist of 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 contributories 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 whereon there is any liability.

Sch. I Table A Regulation 99
THE FIRST SCHEDULE
[See sections 2(2), 14, 28(1), 29 and 223]
A REGULATIONS FOR MANAGEMENT OF A COMPANY LIMITED BY SHARES

99 INDEMNITY.

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 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 633 in which relief is granted to him by the Court.

Sch. I Table B
THE FIRST SCHEDULE
[See sections 2(2), 14, 28(1), 29 and 223]
B MEMORANDUM OF ASSOCIATION OF A COMPANY LIMITED BY SHARES

1st. - The name of the company is "The Eastern Steam Packet Company Limited".

2nd. - The registered office of the company will be situated in the State of Bombay.

3rd. -

(a) The main objects to be pursued by the company on its incorporation are "the conveyance of passengers and goods in ships or boats between such places as the company may from time to time determine".

(b) The objects incidental or ancillary to the attainment of the above main objects are "the acquisition, construction, building, setting up and provision of establishments for repairing ships or boats, for the training of personnel required for the running of ships or boats and the doing of all such other things as are conducive to the attainment of the foregoing main objects."

(c) The other objects for which the company is established are "carrying on the business of carriers by land and air and the running of hotels for tourists".

4th. - The liability of the members is limited.

5th. - The share capital of the company is two hundred thousand rupees, divided into one thousand shares of two hundred rupees each. We, the several persons whose names and addressees 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. ------------------------------------------------------------------------Names, addresses, descriptions and Number of shares occupations of subscribers. taken by each subscriber.------------------------------------------------------------------------1. A.B. of ................, Merchant .............. 2002. C.D. of ................, Merchant .............. 253. E.F. of ................, Merchant .............. 304. G.H. of ................, Merchant .............. 405. I.J. of ................, Merchant .............. 156. K.L. of ................, Merchant .............. 57. M.N. of ................, Merchant .............. 10 -------- Total shares taken 325------------------------------------------------------------------------ Dated the .... day of ...... 19. Witness to the above signatures X.Y. of .............

Sch. I Table C
THE FIRST SCHEDULE
[See sections 2(2), 14, 28(1), 29 and 223]
C MEMORANDUM AND ARTICLES OF ASSOCIATION OF A COMPANY LIMITED BY GUARANTEE AND NOT HAVING A SHARE CAPITAL MEMORANDUM OF ASSOCIATION

1st. - The name of the company is "The Mutual Calcutta Marine Association Limited".

2nd. - The registered office of the company will be situated in the State of West Bengal.

3rd. -

(a) The main objects to be pursued by the company on its incorporation are "the mutual insurance of ships belonging to members of the company".

(b) The objects incidental or ancillary to the attainment of the above main objects are "Providing for the welfare of employees or ex-employees of the company and the making, drawing, accepting, endorsing, executing and issuing of any negotiable or transferable documents and the doing of such other things as are conducive to the attainment of the foregoing main objects".

(c) The other objects for which the company is established are "building, equipping and maintaining charitable hospitals, running of schools and undertaking any other social service".

4th. - The liability of the members is limited.

5th. - Every member of the company undertakes to contribute 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 contracted before he ceases to be a member, and the costs, charges and expenses of winding up and for the adjustment of the rights of the contributories among themselves, such amount as may be required, not exceeding one hundred rupees. We, the several persons whose names and addresses are subscribed, are desirous of being formed into a company, in pursuance of this memorandum of association. ----------------------------------------------------------------------Names, addresses, descriptions and occupations of subscribers----------------------------------------------------------------------1. A.B. of ..........................., Merchant.2. C.D. of ..........................., Merchant.3. E.F. of ..........................., Merchant.4. G.H. of ..........................., Merchant.5. I.J. of ..........................., Merchant.6. K.L. of ..........................., Merchant.7. M.N. of ..........................., Merchant.---------------------------------------------------------------------- Dated the ...... day of ......19 Witness to the above signatures X.Y. of .............

ARTICLES OF ASSOCIATION OF A COMPANY LIMITED BY GUARANTEE AND NOT HAVING A SHARE CAPITAL INTERPRETATION .

(1) In these articles -

(a) "the Act" means the Companies Act, 1956,

(b) "the seal" means the common seal of the company.

(2) Unless the context otherwise requires, words or expressions contained in these regulations shall bear the same meaning as in the Act or any statutory modification thereof in force at the date at which these regulations become binding on the company.

MEMBERS .

The number of members with which the company proposes to be registered is 500, but the Board of directors may, from time to time, whenever the company or the business of the company requires it, register an increase of members.

3. The subscribers to the memorandum and such other persons as the Board shall admit to membership shall be members of the company.

GENERAL MEETINGS

4. All general meetings other than annual general meetings shall be called extraordinary general meetings.

5.

(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.

PROCEEDINGS AT GENERAL MEETINGS

6.

(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.

7.

(1) If within half an hour from the time appointed for holding the meeting a quorum is not present, the meeting, if called upon the requisition of members, shall be dissolved.

(2) In any other case, 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 other time and place as the Board may determine.

(3) If at the adjourned meeting a quorum is not present within half an hour from the time appointed for the meeting, the members present shall be a quorum.

8. The chairman, if any, of the Board shall preside as chairman at every general meeting of the company.

9. If there is no such chairman, or if he is not present within fifteen minutes after the time appointed for holding the meeting, or is unwilling to act as chairman of the meeting, the directors present shall elect one of their number to be chairman of the meeting.

10. If at any meeting no director is willing to act as chairman or if no director is present within fifteen minutes after the time appointed for holding the meeting, the members present shall choose one of their number to be chairman of the meeting.

11.

(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.

12. 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.

13. Any business other than that upon which a poll has been demanded may be proceeded with, pending the taking of the poll.

VOTES OF MEMBERS

14. Every member shall have one vote.

15. A member of unsound mind, or in respect of whom an 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.

16. No member shall be entitled to vote at any general meeting unless all sums presently payable by him to the company have been paid.

17.

(1) No objection shall be raised 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.

18. 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 of the authority under which the proxy was executed :
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.

BOARD OF DIRECTORS

19. The number of the directors and the names of the first directors shall be determined in writing by the subscribers of the memorandum or a majority of them.

20.

(1) The remuneration of the directors shall, in so faras it consists of a monthly payment, be deemed to accrue from day to day.

(2) The directors may also be paid all travelling, hotel and other expenses properly incurred by them -

(a) in attending and returning from meetings of the Board or any committee thereof or general meetings of the company; or

(b) in connection with the business of the company.

PROCEEDINGS OF MEETINGS OF BOARD

21.

(1) The Board of directors may meet for the despatch of business, adjourn and otherwise regulate its meetings, as it thinks fit.

(2) A director may, and the manager or secretary on the requisition of a director shall, at any time, summon a meeting of the Board.

22.

(1) Save as otherwise expressly provided in this Act, questions arising at any meeting of the Board shall be decided by a majority of votes.

(2) In case of an equality of votes, the chairman shall have a second or casting vote.

23. 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 directors or director 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.

24.

(1) The Board may elect a chairman of its meetings and determine the period for which he is to hold office.

(2) If no such chairman is elected, or if at any meeting the chairman is not present within five minutes after the time appointed for holding the meeting, the directors present may choose one of their number to be chairman of the meeting.

25.

(1) The Board may, subject to the provisions of the Act, delegate any of its powers to committees consisting of such member or members 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.

26.

(1) A committee may elect a chairman of its meetings.

(2) If no such chairman is elected, or at any meeting the chairman is not present within five minutes after the time appointed for holding the meeting, the members present may choose one of their number to be chairman of the meeting.

27.

(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.

28. 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.

29. Save as otherwise expressly provided in the Act, a resolution in writing, signed by all the members of the Board or a committee thereof for the time being entitled to receive notice of a meeting of the Board or 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.

MANAGER OR SECRETARY

30.

(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.

(2) A director may be appointed as manager or secretary.

31. 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.

THE SEAL

32.

(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 of directors, 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. -----------------------------------------------------------------------Names, addresses, descriptions and occupations of subscribers-----------------------------------------------------------------------1. A.B. of .............................., Merchant.2. C.D. of .............................., Merchant.3. E.F. of .............................., Merchant.4. G.H. of .............................., Merchant.5. I.J. of .............................., Merchant.6. K.L. of .............................., Merchant.7. M.N. of .............................., Merchant.----------------------------------------------------------------------- Dated the ....... day of ...... 19.... Witness to the above signatures X.Y. of ...............

Sch. I Table D
TABLE D

Memorandum and Articles of Association of a Company Limited by Guarantee and having a Share Capital

Memorandum of Association

1st.—The name of the company is "The snowy Range Hotel Company Limited."

2nd.—The registered office of the company will be situate in the State of West Bengal.

3rd.—The objects for which the company is established are "the facilitating of travelling in the Snowy Range, by provided hotels
and conveyances by sea and by land for the accommodation of Travellers and the doing of all such other things as are incidental
or conducive the attainment of the above object".

4th.—The liability of the members is limited.

5th.—Every member of the company undertakes to contribute 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,
contracted before he ceases to be a member, and the costs, charges and expenses of winding up the same for the adjustment of
the rights of the contributories among themselves, such amount as may be required not exceeding fifty rupees.

6th.—The share capital of the company shall consist of five hundred thousand rupees, divided into five thousand shares of one
hundred rupees each.

We, the several persons whose names and addresses are subscribed and 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.Names, Addresses, Descriptions and Occupations of Subscribers, Number of shares taken by each
subscriber.

1. A.B.of ……………….., Merchant . . . . . 200
2. C.D.of ……………….., " . . . . . 25
3. E.F.of ……………….., " . . . . . 30
4. G.H.of ……………….., " . . . . . 40
5. I.J.of …..…………….., " . . . . . 15
6. K.L.of ……………….., " . . . . . 5
7. M.N.of ……………….., " . . . . . 10
-------
Total shares taken . . . . . 325

Dated the …………………… day of ………………… 19.

Witness to the above signatures

X.Y.of ……………

Articles of Association of a Company Limited by Guarantee and having a Share Capital

1.The number of members with which the company proposed to be registered is 100, but the directors may from time to time
register an increase of members.

2.All the articles of Table A in Schedule I annexed to the Companies Act, 1956, shall be deemed to be incorporated with these
articles and to apply to the company.

Names, Addresses, Descriptions and Occupations of Subscribers.

1. A.B.of ……………….., Merchant
2. C.D.of ……………….., "
3. E.F.of ……………….., "
4. G.H.of ……………….., "
5. I.J.of …..…………….., "
6. K.L.of ……………….., "
7. M.N.of ……………….., "

Dated the …………………… day of ………………… 19.

Witness to the above signatures

X.Y.of ……………

Sch. I Table E

TABLE E

Memorandum and Articles of Association of an Unlimited Company.

Memorandum of Association.

1st.—The name of the company is "The Patent Stereotype Company".

2nd.—The registered office of the company will be situate in the State of West Bengal.

3rd.—The objects for which the company is established are "the working of a patent method for founding and casting stereotype
plates of which method P.Q., of Bombay, is the sole patentee."

We, the several persons whose names re 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.

Names, Addresses, Descriptions and Occupations Number of shares taken by each
of Subscribers subscriber.

1. A.B.of ……………….., Merchant . . . . . 3
2. C.D.of ……………….., " . . . . . 2
3. E.F.of ……………….., " . . . . . 1
4. G.H.of ……………….., " . . . . . 2
5. I.J.of …..…………….., " . . . . . 2
6. K.L.of ……………….., " . . . . . 1
7. M.N.of ……………….., " . . . . . 1
-------
Total shares taken . . . . . 12

Dated the …………………… day of ………………… 19.

Witness to the above signatures

X.Y.of ……………

Articles of Association of Unlimited Company

1.The number of members with which the company proposes to be registered is 20, but the Board may from time to time
register an increase of members.

2.The share capital of the company is twenty thousand rupees, divided into twenty shares of one thousand rupees each.

3.The company may by special resolution—

(a) increase the share capital by such sum to be divided into shares of such amount as the resolution may prescribe;

(b) consolidate its shares into shares of a larger amount than its existing shares;

(c) sub-divide its shares into shares of a smaller amount than its existing shares;

(d) cancel any shares which at the date of the passing of the resolution have not been taken or agreed to be taken by any person;

(e) reduce its share capital in any way.

4.All the articles of Table A in Schedule I to the Companies Act, 1956, except articles (36, 37, 38, 44, 45 and 46) shall be
deemed to be incorporated with these articles and to apply to the company.

Names, Addresses, Descriptions and Occupations of Subscribers.

1. A.B.of ……………….., Merchant
2. C.D.of ……………….., "
3. E.F.of ……………….., "
4. G.H.of ……………….., "
5. I.J.of …..…………….., "
6. K.L.of ……………….., "
7. M.N.of ……………….., "

Dated the …………………… day of ………………… 19.

Witness to the above signatures

X.Y.of ……………

Sch. I Table F