The articles demonstrate obligations, rights, and powers of individuals, who are endowed with the responsibility of running the organization and administration. The objective for which the company is begin established are as follows: a. A meeting of the Board may be convened at shorter notice by the Chairman in the case of emergency or if special circumstances so warrant. Well, if that is the case and you are at the auspicious step of registering your company officially, here are a couple of very important terms you need to learn about before you sign the dotted line. Subject to the provisions of the Act, the Chairman of the Meeting shall have the power to regulate the manner in which a poll shall be taken.
The companies can frame its articles of association as per their requirement and choice. Minimum 1 share is required to be purchased by any member. It also carries other duties previously carried by the Memorandum of Association. In the past, both documents comprised the constitution of the company. 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. It is considered as the absolute company document, which means that all alterations or amendments are restricted. User assumes all risk of use, damage, or injury.
Capital Clause — It lays down the total capital of the company. The blank forms shall, be consecutively machine-numbered and the forms, blocks, engravings, facsimiles and hues relating to the printing of such forms shall be kept in the custody of the Secretary or such other person as the Board may appoint for the purpose, and the Secretary or the other person aforesaid shall be responsible for rendering an account of these forms to the Board 27. The governance of the company is done according to the rules prescribed in it. If the Company shall be wound up, the Liquidator may I 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. At every Annual General Meeting of the Company there shall be laid on the table the Director's Report and audited statement of accounts, Auditor's Report if not already incorporated in the Audited Statement of Accounts , the proxy register with proxies and the Register of Directors' Shareholdings which latter Register shall remain open and accessible during the continuance of the Meeting. To conceive, design, develop, sell and trade client and server software solutions for internet, general administration process simulation and any other customized software including internet and networking applications software in international and domestic markets, to carry out software development work and create training programmes and employment opportunity for graduates and postgraduates from India and abroad to provide special software development education facilities and training programmes and employment for physically handicapped individuals.
It is made to guide the working and governance inside the company. Any application signed by or on behalf of an application for Shares in the Company, followed, by an allotment of any Shares therein notified to the applicant, shall be an acceptance of Shares within the meaning of these Articles and every person who thus or otherwise accepts any Shares and whose name is on the Register shall, for the purposes of these Articles, be a Member. The Company shall cause minutes of all proceedings of every General Meeting to be kept in accordance with the applicable provisions of the Act. Any person who deals with the company like shareholders, creditors, investors, etc. Any Trust Deed for securing debentures or provide for the appointment, from time to time by the Trustees thereof or by the holders of debentures stocks, of some person to be a Director of the Company and may empower such Trustees or holder of debentures or debenture stocks, from time to time, to remove and re-appoint any director so appointed. By and by, it merits remembering that executives of the company will bring about individual obligation if the company participates in a kind of business which is not approved by the items condition. The Board of Directors may subject to the provisions of the Act, appoint a Managing Director s and Whole-time Directors of the Company.
It is an important source of information for shareholders and stakeholders. To act as Consultants, Advisors, Agents, Franchisees in areas of Corporate Management, Financial Management, Taxation, Legal, Marketing, Human Resource Management, Accounting, Economic information system, Market Survey and Market Research. Make sure you get legal help in order to understand the true dynamics of both and to draft a copy for your company. Where requisite a proper contract shall be delivered to the Registrar for registration in accordance with the provisions of the Act and the Board may appoint any person to sign such contract on behalf of the persons entitled to the Dividend or capitalized fund, and such appointment shall be effective. Subject to the provisions of the Act, the Board of the Directors shall be entitled to exercise all such powers, and to do all such acts and things, as the Company is authorized to exercise and do. One of its clauses, the object clause, has already been eliminated. And also from time to time to provide for the management and transaction of the affairs of the Company in any specified locality in India or elsewhere in such manner as they may think fit, xv to appoint any person or persons to be the attorney or attorneys of the Company, for such purposes and with such powers including the power to sub-delegate not exceeding those vested in or exercisable by the Board under these presents and for such period and subject to such conditions as the Board may from time to time think fit, xvi subject to sections 204 and 300 of the Act, for or in relation to any of the matters aforesaid or otherwise for the purposes of the Company to enter into and carry out all such negotiations and contracts and rescind and vary all such contracts, and execute and do all such acts, deeds and things in the name and on behalf of the Company as they may consider expedient, xvii to pay costs, charges and expenses preliminary and incidental to the promotion, establishment and registration of the Company, xviii to take on lease, purchase or otherwise acquire for the Company and property fights or privileges which the Company is authorised to acquire at such price and generally on such terms and conditions as they think fit, xix to grant lease or sub-lease in respect of any of the properties of the Company and to let on lease or on hire the whole or any part of the immovable and movable properties of the Company and to sign, execute, complete and register all deeds, documents and writings that may be necessary for the purpose aforesaid, xx to appoint any person or persons, firm or Company as a trustee for holding any property of the Company or any property in which the Company is interested or for any other purposes and to execute and do all such instruments and things as may be required in relation to any such trust and to provide for the remuneration of such trustee or trustees, xxi to appoint, remunerate or give by way of commission an emolument out of the funds of the Company to any person or persons for any special acts or services rendered or to be rendered to the Company, xxii to lend or advance money to employees, workers or any other person with or without security and charge interest thereon or otherwise, xxiii to draw, make, accept, endorse, discount, execute, negotiate and issue promissory notes, bills of exchange, bills of lading, warrants, debentures and any other negotiable or transferable instruments, xxiv to open account s in the name of the Company in such bank or banks as they may think fit and to operate on such account s on behalf of the Company, xxv to execute in the name and on behalf of the Company in favour of any Director or other person who may incur or be about to incur any personal liability for the benefit of the Company such mortgages of the Company's property , present and future as they think fit and any such mortgage may contain a power of sale and such powers, covenants and provisions as shall be agreed upon, and, xxvi to give any person employed by the Company commission on the profits of any particular business or transaction or a share in the general profits of the Company.
No Dividend shall be declared or paid except in accordance with the provisions of the Act. There comes the need and source of Articles of Association. Subscription or Associate Clause — It lays down in detail all information about subscribers and their shares. 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. It is a supreme document of the company. Subsequent to an amendment added in 2006 Companies Act, it is no longer mandatory to include the details about name, address, objectives and first shareholders names.
The company is a Public Company within the meaning of section 3 i iv of the Companies Act, 1956 with a minimum paid up capital of Rupees Five Lakhs or such higher amount as may be prescribed from time to time. Fifteen days' notice in writing at the least of any call shall be given by the Company specifying the time and place of payment and the person or persons to whom such call shall be paid. In case of a company limited by shares the liability of a member is limited to the nominal value of the share held by him. The liability of the members is limited v. Articles of Association Contents: Articles of Association is very important documents for a company.
Subject to the provision of Section 297, 299 and 302 of the Act, the Directors including Managing Director shall not be disqualified by reasons of his or their office, as such from contracting with the Company either as vendor, purchaser, lender, agent, broker, lessor or lessee or otherwise, nor shall any such contract of arrangement entered into by or on behalf of the Company with any Director or with any company or partnership firm in which any Director shall be a member or a partner or otherwise interested be void, nor shall any director so contracting or being such member or so interested be liable to account to the Company for any profit realised by such contract or arrangement by reason only such director holding that office or of the fiduciary relation thereby established but the nature of the interest must be disclosed by him or them at the meeting of Directors at which contract or arrangement is determined if the interest then exists or in any other case at the first meeting of the Directors after the acquisition of the interest. A memorandum of association is a document which sets out the constitution of a company. To pay out of the funds of the company all costs, charges and expenses of and incidental to the formation and registration of the company and any company promoted by the company and also all costs, charges, duties, damages and expenses of any incidental to the acquisition by the company of the property or assets. Main object: running of restaurants b. The company's lien, if any, on a share shall extend to all dividends payable thereon b. It also includes the information about the accounts and audit of the company. To pay all costs, charges and expenses incurred or sustained in or about the promotion and establishment of the company or which the company shall construe to be preliminary including therein the cost of advertising commission for underwriting brokerage, printing and stationary and the expenses attendant upon the formation of the agencies and local boards.
The Company shall keep at its Office proper books of accounts and records in accordance with the Act and shall make therein true and complete entries of all its dealings and transactions of or in relation to its business, activities or operations. To do all or any of the above things in any part of the world and either as principals, agents, trustees, contractors or otherwise and either alone or in conjunction with other and either by or through agents, sub contractors trustees or otherwise. To acquire from any person, firm or body corporate, technical information know-how, engineering, manufacturing and operating data lay out blue prints, useful for the design erection and operation of any plant required for any of the business of the company and to acquire any license and other flights and benefits for the attainments of the main object. 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. Scope The Memorandum is the charter, which characterizes and limits powers and constraints of the organization. In respect of offers and allotments made subsequent to the date set out in clause a above, the Directors shall allot the shares subject to the provisions of Section 81 of the Act.