印度私人有限公司公司组织章程AoA英文版Word文件下载.docx

1、II. INTERPRETATION2.（i） In these regulations（a） “the Act” means the Companies Act, 2013,（b） “the seal” means the common seal of the company.（ii） Unless the context otherwise requires, words or expressions contained in these regulations shall bear the same meaning as in the Act or any statutory modif

2、ication thereof in force at the date at which these regulations become binding on the company.III.PRIVATE COMPANY3.The Company is a private company within the meaning of Sections 2（68） of the Companies Act, 2013 and accordingly:（a） The right to transfer the shares in the Company is restricted in the

3、 manner and to the extent hereinafter appearing; and（b） The number of members of the Company （exclusive of persons who are in the employment of the Company, and person, who having been formerly in the employment of the Company, were the members of the Company while in that employment and have contin

4、ued to be members after the employment ceased） shall not be more than 200 （Two Hundred） provided that for the purpose of this provision, where 2 （two） or more persons jointly hold 1 （one） or more share（s） in the Company, they shall be treated as a single member; （c） No invitations shall be issued to

5、 the public to subscribe for any shares in or debentures of the company;IV. SHARE CAPITAL AND VARIATION OF RIGHTS4.Subject to the provisions of the Act and these Articles, the shares in the capital ofthe Company shall be under the control of the Directors who may issue, allot or otherwisedispose of

6、the same or any of them to such persons, in such proportion and on such termsand conditions and either at a premium or at par and at such time as they may from time to time think fit.5.（i） Every person whose name is entered as a member in the register of members shallbe entitled to receive within tw

7、o months after incorporation, in case of subscribers to thememorandum or after allotment or within one month after the application for the registration of transfer or transmission or within such other period as the conditions of issue shall be provided,（a） one certificate for all his shares without

8、payment of any charges; or（b） several certificates, each for one or more of his shares, upon payment oftwenty rupees for each certificate after the first.（ii）Every certificate shall be under the seal and shall specify the shares to which itrelates and the amount paid-up thereon.（iii） In respect of a

9、ny share or shares held jointly by several persons, the companyshall 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.6.（i） If any share certificate be worn out, defaced, mutila

10、ted or torn or if there be nofurther space on the back for endorsement of transfer, then upon production and surrenderthereof to the company, a new certificate may be issued in lieu thereof, and if any certificate is lost or destroyed then upon proof thereof to the satisfaction of the company and on

11、 execution of such indemnity as the company deem adequate, a new certificate in lieu thereof shall be given. Every certificate under this Article shall be issued on payment of twenty rupees for each certificate.（ii）The provisions of Articles （2） and （3） shallmutatis mutandisapply to debentures of th

12、e company.7.（i）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 section 48, and whether or not the company is being wound up,

13、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.（ii） To every such separate meeting, the provisions of these regulations rela

14、ting to general meetings shallapply, but so that the necessary quorum shall be at least two persons holding at least one-third of the issued shares of the class in question.8.The rights conferred upon the holders of the shares of any class issued with preferred or other rights shall not, unless othe

15、rwise 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 rankingparipassutherewith.9. Subject to the provisions of section 55, any preference shares may, with the sanctionof an ordinary resolution, be issued on the

16、terms that they are to be redeemed on such terms and in such manner as the company before the issue of the shares may, by special resolution, determine.V. LIEN10.（i） The company shall have a first and paramount lien（a） on every share （not being a fully paid share）, for all monies （whether presently

17、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 monies presently payable by him or his estate to the company:Provided that the Board of directors may at any t

18、ime declare any share to be wholly or in part exempt from the provisions of this clause.（ii）The companys lien, if any, on a share shall extend to all dividends payable and bonuses declared from time to time in respect of such shares.VI. TRANSFER OF SHARES11.（i） The instrument of transfer of any shar

19、e in the company shall be executed by or on behalf of both the transferor and transferee.（ii） 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.12.The Board may, subject to the right of appeal conf

20、erred by section 58, decline to register（a） the transfer of a share, not being a fully paid share, to a person of whom they do not approve;（b） any transfer of shares on which the company has a lien.13.The Board may decline to re cognise any instrument of transfer unless（a） the instrument of transfer

21、 is in the form as prescribed in rules made under sub-section （1） of section 56;（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;（c）

22、 the instrument of transfer is in respect of only one class of shares.14.On giving not less than seven days previous notice in accordance with section 91and rules made there under, the registration of transfers may be suspended at such times and for such periods as the Board may from time to time de

23、termine:Provided that such registration shall not be suspended for more than thirty days atany one time or for more than forty-five days in the aggregate in any year.VII. TRANSMISSION OF SHARES15.（i） On the death of a member, the survivor or survivors where the member was a joint holder, and his nom

24、inee or nominees or 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.（ii） Nothing in clause （i） shall release the estate of a deceased joint holder from any liability in respect of any share which

25、had been jointly held by him with other persons.16. （i） 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

26、） to be registered himself as holder of the share;（b） to make such transfer of the share as the deceased or insolvent member could have made.（ii）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 trans

27、ferred the share before his death or insolvency.17.（i） 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.（ii） If the person aforesaid shall elect to trans

28、fer the share, he shall testify his election by executing a transfer of the share.（iii） 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

29、as if the death or insolvency of the member had not occurred and the notice or transfer were a transfer signed by that member.18.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 bee

30、n titled 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, g

31、ive notice requiring any such person toelect 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 monies payable in respect of the share, until the requirements of the notice have been complied with.VIII. BUY-BACK OF SHARES19. Notwithstandi