Exhibit 1.5
 UNDER THE COMPANIES ACT 1956
 (1 OF 1956)
 COMPANY LIMITED BY SHARES
 MEMORANDUM OF ASSOCIATION
 OF
 Dr. REDDYS LABORATORIES LIMITED
 I.
    
    The name of the Company is Dr. REDDYS LABORATORIES LIMITED.II.
    
    The Registered Office of the
Company will be situated in the State of Andhra Pradesh.III.
    
    The Objects for which the Company is established are the following.(A)
    
    The Main objects to be pursued by the Company on its incorporation
are:
 1.
    
    To carry on the business of manufacture, sell, deal, export and import in all types of
Chemicals, Drugs, Pharmaceuticals, Pesticides and Dyestuffs and other intermediaries.
 2.
    
    To carry on the research and developmental activities to develop new products and substitute
for imported products and to develop and maintain testing house and laboratory for own use and
for others.3.
    
    To carry on the business of Consulting Engineers in chemical, Pharmaceutical and Dyestuff
Industries.
 4.
    
    To carry on the business of Manufacturer, Exporter, Importer, Whole Sale and Retails Sellers,
Dealers in and to do Research and Development in Dermocosmetic products and its intermediates.
 5.
    
    To carry on and undertake the business of investing its funds in equity and preference
 shares, stocks, bonds debentures (convertible and non-convertible) of new projects and
securities of all kinds and every description of well established and sound companies, to
subscribe to capital issues of joint stock companies, ventures, industries, units, trading
concerns whether old or new as the company may think fit and to assist them by granting
financial accommodation by way of loans/advances to industrial concerns and to assist
Industrial enterprises in creation, expansion and modernisation upon terms whatsoever and to
act as finance brokers, merchants and commission agents and to deal in Govt. securities
including Govt. bonds, loans, National savings certificates, post office, saving schemes,
units of investments, etc., including units of Unit Trust of India.
 6.
    
    To promote industrial finance, deposit or lend money, securities and properties to or with
any company body corporate, firm, person or association whether falling under the same
management or otherwise, in accordance with and to the extent permissible under the provisions
contained in Sections 370 & 372 of the Companies Act, 1956, with or without security and on
such terms as may be determined from time to time. However, the Company shall not carry on the
business of Banking as defined under the Banking Regulation Act, 1949; and to carry on and
undertake the business of finance, investment and trading, hire purchase, leasing and to
finance lease operations of all kinds, purchasing, selling, hiring or letting on hire of all
kinds of plant and machinery and equipment that the Company may think fit and to assist in
financing operations of all and every kind of description of hire purchase or deferred
payment or similar transactions and to subsidise finance or assist in subsidising or financing
the sale and maintenance of any goods, articles, or commodities of all and every kind of
description upon any terms whatsoever and to purchase or otherwise deal in all forms of
immovable and movable property including lands and buildings, plant and machinery,. Equipment,
ships, aircraft, automobiles computers and all consumer, commercial and industrial items and
to lease or otherwise deal with them in any manner whatsoever including release thereof
regardless of whether the property purchase and lease be new and/or used.




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7.
    
    To provide a package of investment/merchant banking services by acting as managers to
Public Issue Securities, by underwriting Securities, act as Issue House and to carry on the
business of Registrars to investment schemes, Money Managers to secure and extend market
support by conducting surveys, collecting data, information and reports and to act as
general traders and agents, to carry on the agency business and warehousing indenting and
dealership of business.
 8.
    
    To carry on the business of manufacturing, buying, selling, importing, exporting of and
generally dealing in all types of surgical, medical, dental and scientific equipment,
instruments and accessories, and diagnostic kits and Re-agents diagnostic equipments,
healthcare aids and accessories, healthcare products and instruments and to carry on research
and development of healthcare including diagnostic systems.
 9.
    
    To establish, run and maintain hospitals, diagnostic centers, nursing homes, mobile medical
service centers and any medical and healthcare institutions and to promote research and
development in these areas.
 10.
    
    To carry on the business as exporters and dealers in all kinds of electronic and electrical
equipments, devices, and components including computers, video terminals, computer
peripherals, data processing systems, export systems, uninterruptible power supply systems
medical equipments and all kinds of electronic assemblies, sub-assemblies and components;
telecommunication equipments devices and accessories used in communication; all types of
office equipments including photocopiers, airconditioners, water and aircoolers, fire and
burglar alarms accounting machines, cash registers and electronic point of sales systems and
domestic appliances like radios televisions, refrigerators; heaters, cooking range etc., and
to develop systems software and provide consultancy, maintenance and service support and to
promote research and development in all the above fields.
 (B)
    
    The Objects incidental or ancillary to the attainment of the above main objects are:
 1.
    
    To amalgamate or enter into partnership or profit sharing arrangement with and to co-operate
in a way with or assist or take over or subsides any company, firm or person.
 2.
    
    To enter into agreement and contracts with any individuals, firms, companies, or other
organisation for technical, financial or any other assistance for carrying out all or any of
the objects of the Company.
 3.
    
    To establish and maintain any agencies in India or any part of the world for the conduct of
the business of the Company or for the sale of any materials or things for the time being at
the disposal of the Company for sale.
 4.
    
    To advertise and about means of making known or promoting the use of all or any of the
manufacturers products or goods of the company or any articles, or goods traded or dealt in by
the Company any way as may be expedient including the posting of bills in relation thereto,
and the issue of circulars, books, pamphlets and price lists and the conducting of
competitions, exhibitions and giving of prizes, rewards and donations.
 5.
    
    To apply for purchase or otherwise acquire and protect, prolong and renew trade marks, trade
names, designs, secret processes, patent rights, BREVETS D INVENTION licenses,
protections and concessions which may appears likely to be advantageous or useful to the
Company and to spend money in experimenting and testing and improving or seeking to improve
any patents, inventions or rights which the company may acquire or propose to acquire or
develop.
 6.
    
    To enter into any arrangement for sharing profits, union of interest co-operations, joint
venture, reciprocal concession or otherwise with any person, firm or company carrying on or
engaged in, or about to carry on or engage in any business of or transaction which this
Company is authorised to carry on or engage in or any business or undertaking or transaction
which may seem capable of being carried on or conducted so as directly or indirectly to
benefit the company and to lend money, to guarantee the contracts or otherwise, assist, any
person, firm or company and to takeover or otherwise acquire and holds shares or securities of
any such person, firm or company and to sell, hold, reissue with or without guarantee or
otherwise deal with the same.
 7.
    
    To enter into any arrangement with Government or State, Authority, Municipal, Local or
otherwise that may seem conducive to the Companys objects or any of them and to obtain from
any such Government or State or Authority, any rights, privileges and concessions which may
seem conducive to the Companys objects or any of them.
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8.
    
    To undertake and carry on any business, transaction or operation commonly undertaken or
carried on by promoters of companies, Concessionaires, contractors for public and other
works or merchants.
 9.
    
    To purchase or otherwise acquire and undertake the whole or any part of the business,
property rights, and liabilities of any person, firm or company, carrying on any business,
which this company is authorised to carry on or possessed of property or rights, suitable for
any of the purposes of the Company, and to purchase, acquire, apply for, hold, sell shares,
stock, debentures or debenture stock of any such person, firm or company, and to conduct, make
or carry into effect any arrangement in regard to the winding up of the business of any such
person, firm or company.
 10.
    
    To construct, acquire, establish, provide, maintain and administer, factories, estates,
buildings, water reservoirs, sheds, pumping installations, generating installations,
pipelines, garages, storage and accommodation of descriptions in connection with the
business of the Company.
 11.
    
    To apply, for tender purchase or otherwise acquire any contracts and concessions for or in
relation to the constructions, erection, carrying out equipment, improvement, management,
administration or control of works and conveniences and undertake, execute, carryout, dispose
of or otherwise turn to account the same.
 12.
    
    To buy, lessor otherwise acquire lands, buildings, and other immovable property and to sell,
lease, mortgage or hypothecate or otherwise dispose of all or any of the property and assets
of the company on such terms, and conditions as the company may think fit.
 13.
    
    To amalgamate with any company or companies having objects altogether or in part similar to
those of this Company.
 14.
    
    To pay all costs, charges and expenses of and incidental to the promotion and formation,
registration and establishment of the Company and issue of its capital including any
underwriting or other commission, brokers fee and charges in connection therewith including
costs, expenses of negotiations and contracts and arrangements made prior to and in
anticipation of the formation and incorporation of the Company.
 15.
    
    To remunerate or make donations to (by cash or other assets, or by the allotment of fully or
partly paid shares, or by a call or option on shares, debentures debenture stock or securities
of this or any other company, or in any other manner) whether out of the companys capital,
profits or otherwise to any person of firm or company for services rendered or to rendered in
introducing any property or business to the Company or placing or assisting to place or
guaranteeing the subscription or any shares, debentures, debenture or other securities of the
company or for any other reasons which the company may think proper.
 16.
    
    To undertake and execute any trusts, the undertaking whereof may seem desirable either
gratuitously or otherwise.
 17.
    
    Subject to the Banking Regulation Act, 1949, to draw, make issue, accept and to endorse,
discount and negotiate promissory notes, hundies, bills of exchange, bills of landing,
delivery orders, warrants, warehouse keepers, certificates and other negotiable or commercial
mercantile instruments connected with the business of the company.
 18.
    
    To open accounts or accounts with individuals firm or company or with any bank or banks and
to pay into and to withdraw moneys from such account or accounts.
 19.
    
    Subject to the provisions of the companies Act, 1956, to invest, apply for acquiring or
otherwise employ moneys belonging to, entrusted to or at the disposal of the Company upon
securities and shares or without security upon such terms as may be thought proper, and from
time to time to vary such transactions in such manner as the company may think fit.
 20.
    
    To lend or deposit moneys belonging to or entrusted to or at the disposal of the Company to
such person or company and in particular to customers and others having dealings with the
Company with or without security, upon terms as may be thought proper and to guarantee the
performance of contracts by such person or company, but not to do the business of banking as
defined in the Banking Regulation Act, 1949.
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21.
    
    To make advances upon for the purchase of materials, goods, machinery, stores and other
articles required for the purpose of the Company.
 22.
    
    Subject to the provisions of Section 58A of the Companies Act, 1956, to borrow or raise money
with or without security or to receive money on deposit at interest, or otherwise, in such
manner as the company may think fit and in particular by the issue of debentures or debentures
stock perpetual or otherwise, including debentures or debenture stock convertible into shares
of this or any other company and in security of any such money so borrowed, raised or received
to mortgage, pledge or charge the whole or any part of the property, assets or revenue of the
company present or future including its uncalled capital and to purchase, redeem or pay off
any securities.
 23.
    
    Subject to the provisions of the Companies Act, 1956, to sell, mortgage, assign or lease and
in any other manner, deal with or dispose of the undertakings or property of the Company or
any part thereof, whether movable or immovable for such consideration as the company may think
fit, and in particular for shares, debentures and other securities of any other company having
objects altogether or in part similar to those of the Company.
 24.
    
    To improve, manage, work, develop, alter, exchange, lease, mortgage, turn to account, abandon
or otherwise deal with all or any part of the property, rights and concessions of the Company.
 25.
    
    To employ workers or employees and to provide for welfare of the employees or ex-employees of
the Company and their wives, widows, familier, or the dependents or connections of such person
by building of houses, dwelling or by grants of money, pensions, gratuity, bonus, payment
towards insurance or other payment, or by creating from time to time, subscribing and
contributing towards place instruction or recreation, hospital and dispensaries, medical and
other attendance and other assistance as the company shall think fit.
 26.
    
    Subject to the provisions of the companies Act, 1956, and the constitution of India, to
subscribe or contribute or otherwise to assist to guarantee money to charitable, benevolent,
religious, scientific, national or other institutions or objects or for any exhibition or for
any public general useful objects.
 27.
    
    To distribute any of the property of the company amongst the members in species or kind upon
the winding up of the company.
 28.
    
    To acquire and run any industrial concern, factory or mills as the Company may deem fit to
attain the main objects.
 29.
    
    To do all such other things as are incidental to, or conducive to the attainment, of the
above main objective or any of them.
 C.
    
    OTHER OBJECTS:
 1.
    
    To carry on the business of Distributors, Dealers, Wholesalers, Retailers,
Commission Agents, Manufacturers, Representatives for all types of products.2.
    
    To carry on the business of professionals for all types of services.
 3.
    
    To carry on the business of design, engineering and execution and implementation of various
types of projects on contract or turnkey basis and to acquire the designing or technical
know-how.
 4.
    
    To cultivate, grow, produce or deal in any vegetable products and to carry on the business
of farmers, dairy man, milk contractors, dairy farmers, millers, surveyors and vendors of milk
cream, cheese, butter and poultry and provision of all kinds, growers of and dealers in
corn, lay and straw, seeds men and nursery men and to buy, sell and trade in any goods usually
traded and of the above business or other business associated with the farming interest which
may be advantageously carried on by the company.
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5.
    
    To carry on the business of manufacturers, fabricators, erectors, dealers of in all types
of chemical equipment, pumps, valves, storage tanks etc. required by the chemical and
pharmaceutical industry.
 6.
    
    To purchase plant, machinery, tools and implements from time to time and he selling or
disposing of the same.
 7.
    
    To transact or carry on all kinds of agency business and in particular, in relation to the
investment of money, the sale of property and collection and receipt of money, or otherwise of
any assets, funds and business under any agreement.
 8.
    
    To carry on and undertake the business of investing its funds in equity and preference
 shares, stocks, bonds, debentures (convertible and non-convertible) of new projects and
securities of all kinds and every description of well established and sound companies, to
subscribe to capital issues of joint stock companies, ventures, industries, units, trading
concerns whether old or new as the company my think fit and to assist them by granting
financial accommodation by way of loans/advances to industrial concerns and to assist
industrial enterprises in creation, expansion and modernization upon terms whatsoever and to
act as finance brokers, merchants and commission agents and to deal in Govt. Securities
including Govt. bonds, loans, National savings certificates, post office saving schemes, units
of investments etc., including units of Unit Trust of India.
 9.
    
    To promote industrial finance, deposit or lend money, securities and properties to or with
any company, body corporate, firm person or association whether falling under the same
management otherwise, in accordance with and to the extent permissible under the provisions
contained in Section 370&372 of the, Companies Act, 1956, with or without security and on such
terms as may be determined from time to time. However, the company shall not carry on the
business of Banking as defined under the Banking Regulation
Act. 1949; and to carry on and undertake the business of finance, investment and
trading, hire purchase, leasing and to finance lease operations of all kinds, purchasing,
selling, hiring or letting on hire of all kinds of plant and machinery and equipment that
the Company may think fit and to assist in financing operations of all and every kind of
description of hire purchase or deferred payment or similar transactions and to subsidies
finance or assist in subsidising or financing the sale and maintenance of any goods,
articles or commodities of all and every kind of description upon any terms whatsoever and
to purchase or otherwise deal in all forms of immovable and movable property, including
lands and buildings, plant and machinery, equipment, ships, aircraft, automobiles computers
and all consumer, commercial and industrial items and to lease or otherwise deal with them
in any manner whatsoever including release there of regardless of whether the property
purchased and leased be now and /or used.
 10.
    
    To provide a package of investment/merchant banking services by acting as manages to public
issue securities, by underwriting securities, act as Issue House and to carry on the business
of registrars to investment schemes, Money managers to secure and extend market support by
conducting surveys, collecting data, information and reports and to act as general traders and
agents, to carry on the agency business and warehousing indenting and dealership of business.
 IV.
    
    The liability of the members of the company is limited.
 V.
    a.
    
    The authorised share capital of the company is Rs.120,00,00,000/- (Rs. One Hundred and
Twenty
Crores Only) divided into 24,00,00,000 equity shares of Rs.5/- (Rs. Five only) each.b.
    
    The company has power from time to issue shares, Hybrids, Derivatives, Options,
Quasi-equity instruments, with differential rights, or to increase, consolidate,
sub-divide, exchange, reduce and also to purchase any of its shares whether or not
redeemable and to make payments out of its capital in respect of such purchase or
otherwise alter its share capital as equity or non voting equity shares or preference
 shares and to attach to any classes of such shares preferences, rights, privileges or
priorities in payment of dividends or distribution of assets or otherwise, over any
other shares and to subject the same to any restriction, limitation or condition and to
vary the regulation of the company, as for apportioning the right to participate in
profits in any manner subject to the provision of the Act and consent of the
appropriate authorities if required, being obtained before doing so.
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We the several persons whose names, addresses and description are subscribed hereto are desirous
of being formed into a company in pursuance of the Memorandum of Association and we respectively
agree to take the number of shares in the Capital of the Company set opposite to our respective
names.
 No. of equity
    
    Name, address, descriptionName, Addresses, Descriptions and
    
    Shares taken by
    
    occupation and signature ofS. No.
    
    occupations of the subscribers
    
    subscriber
    
    witness.1.
    
    Dr. KALLAM ANJI REDDY
S/o. Venkata Reddy
6/3/347/6, Dwarakapuri Colony,
Hyderabad  500 004.
Occ: Industrialist
    
    10 (Ten only)2.
    
    KALLAM SAMRAJYAM
W/o. Anji Reddy
6/3/347/6, Dwarakapuri Colony,
Hyderabad  500 004.
Occ: Housewife
    
    10 (Ten only)
    
    G.S.S. SRINIVAS
Chartered Accountant
S/o. Sri. G. Balakrishna Rao
5-2-422, Hyderbasti, R.P Road,
Secunderabad.
  th
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UNDER THE COMPANIES ACT, 1956
 (1 OF 1956)
 COMPANY LIMITED BY SHARES
 ARTICLES OF ASSOCIATION
 OF
 Dr. REDDYS LABORATORIES LIMITED
 PRELIMINARY
 1.   Table A
not to apply
    
    The regulations contained in Table A in the first schedule of the companies
Act, 1956, shall not apply to the company, but the regulations for the
management of the company and for the observance for the Members thereof and
their representatives shall subject to any exercise of the statutory powers
of the company, with reference to the repeal or alternation of, or addition
to, its regulations by special resolution, as prescribed by the said
companies Act, 1956, be such as are contained in these Articles.2.   Interpretation
    
    Unless the context otherwise requires words or expressions contained in these
Articles shall bear the same meaning as in the Act or any statutory
modification thereof.The marginal notes hereto shall not effect the construction hereof and unless
there be something in the subject or context inconsistent therewith in these
Articles.The Act means the companies Act, 1956 as amended from time to time.The Article means these Articles of Association as originally registered or
as may from time to time be altered.The Company means Dr. REDDYS LABORATORIES LIMITED.The Directors means the Board of Directors of the Company for the time
being.The Board of Directors or the Board means the Board of Directors for the
time being of the Company.The Managing Director means the Managing Director appointed as such for the
time being of the company.Month means calendar month.Proxy means an instrument under which any person is authorised to vote for
a member at a general meeting on a poll and includes Attorney duly
constituted under a Power of Attorney.The Office means the Registered Office of the Company for the time being.The Registrar means the Register of Members to be kept pursuant to Section
150 of the Act.
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The
Registrar means the Registrar of Companies, Andhra Pradesh, Hyderabad.The Secretary means the duly qualified Secretary appointed as such for
the time being of the Company pursuant to Section 383 A of the Act.Seal means the common seal for the time being of the Company.In Writing and Written shall include printing, lithography and other
modes of representing or reproducing words in a visible form. Words
importing the singular number only include the plural number and vice-versa.
Words importing the masculine gender only include the feminine
gender. Words importing persons include corporations.CAPITAL AND SHARES3.
    
    
    
    a.    The Authorised share capital of the company shall be as stated in Clause
V of the memorandum of Association of the Company.Allotment of Shares
    
    b.    Subject to the provisions of these Articles and of section 81 of the
Act, shares shall be under the control of the Directors who may allot or
otherwise dispose of the same to such persons on such terms and conditions
as the Directors think fit.Power to increase
capital
    
    c.    The company in General Meeting may, from time to time increase the
capital by the creation of new shares of such amount as may be deemed
expedient.d.    The company may from time to time allocate funds from its Free Reserves
or Share Premium account or any other means of finance or issue debt
instruments for raising funds for buy-back of its shares and the same is
not to be considered as reduction of Capital. The Company may also exchange
voting shares for non-voting shares or for any other securities.Sub-Division of Shares
    
    e.    Sub-divide its shares or any of them into shares of smaller amount than
is fixed by the memorandum, so however, that in the sub-division the
proportion between the amount paid and the amount, if any, un paid on each
reduced shares shall be the same as it was in the case of the shares from
which the reduced shares is derived;Cancellation of shares
    
    f.    The shares which, at the date of the passing of the resolution in that
behalf, have not been taken or agreed to be taken by any person and
diminish the amount of its share capital by the amount of the shares so
cancelled provided however the cancellation of shares in pursuance of the
exercise of this power shall not be deemed to the a reduction of share
capital within the meaning of the Act.Power to be exercised
in the General
Meeting
    
    g.    The powers conferred under the Articles 3, a,b,c,d,e, and f shall be
exercised by the Company in General Meeting and shall not require to be
confirmed by the Court.
 4.
    
    Conditions
regarding issue of new
shares
    
    
    
    Subject to the provisions of section 86 of the Act, the new shares shall be
issued upon such terms and conditions and with such rights and privileges
annexed thereto as the company in general meeting shall prescribe, and in
particular such shares may be issued with a preferential or qualified right
to dividends and in the distribution of assets of the company.5.
    
    Commission for
placing shares
    
    
    
    The company may, subject to compliance with the provision of section 76 of
the Act, exercise the power of paying commission.
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6.
    
    Brokerage
    
    
    
    The company may pay on the issue of shares or debentures, such brokerage
as may be lawful.7.
    
    Power to issue shares at a
premium or discount
    
    
    
    The Company in General Meeting may determine that any shares (whether
forming part of the original capital or of any increased capital of the
company) shall be offered to such persons (whether members or not) in such
proportion and such terms and conditions and (subject to compliance with
the provisions of Section 78 and 79 of the Act) either at a premium or at
par
or at a discount, as such general meeting shall determine and with full
power
to give any person (whether a member or not) the option to call for or be
allotted shares of any class of the company either at a premium or at par or
(subject to compliance with the provisions of Section 78 of the Act) at a
discount in either case such option being exercisable at such time and for
such consideration as may be directed by such General Meeting or the
Company in General Meeting may make any other provisions whatsoever for
the issue, allotment or disposal of any shares.8.
    
    Power to issue
Redeemable Preference
Shares
    
    
    
    Subject to the provisions of Section 80 of the Act, such new shares may be
issued as Preference Shares which are at the option of the Company are
liable to be redeemed, and the resolution authorising such issue shall
prescribe the manner, terms and conditions of redemption subject however to
the following conditions:a.
    
    no such shares shall be redeemed except out of profits of the company which
would otherwise be available for dividend or out of the proceeds of a fresh
issue of shares made for the purpose of redemption;b.
    
    no such shares shall be redeemed unless they are fully paid;c.
    
    The premium, if any, payable on redemption shall have been provided for,
out of the profits of the company or companys share premium account
before the shares are redeemed;d.
    
    Where any such shares are redeemed otherwise than out of the proceeds of a
fresh issue, there shall out of profits which would otherwise have been
available for dividend be transferred to a reserve fund, to be called the
Capital Redemption Reserve Fund, a sum equal to the amount required for
redeeming the shares, and the provisions of the Act relating to the
reduction
of the share capital of the Company shall, except as provided in Section 80
of the Act, apply as if the Capital Redemption Reserve Fund were paid up
Share Capital of the Company;e.
    
    The preference shares shall confer the rights on the holders thereof to be
paid
out of the profits that may at any time be determined to be distributed
among
members a fixed cumulative dividend at the rate of 11% per annum, free of
companys tax (but subject to deduction of tax at source at the prescribed
reates) on the capital for the time being paid up thereon in priority to the
Equity shares;f.
    
    The preference shares shall confer the rights on the holders thereof, on
winding up, to the repayment of the capital and of any arrears of the fixed
cumulative dividend set out in Clause (e) above, whether earned, declared or
not, upto the commencement of the winding up in priority to the Equity
Shares, out of the surplus assets of the company, but shall not confer any
further rights to participate in the profits or assets of the company.g.
    
    In calculating any fixed percentages on the paid up capital of such
preference shares, such percentages shall be calculated upto and as on the
date of redemption;
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h.
    
    The preference shares shall be redeemable at par on the expiry of 15 years
from the date of allotment thereof, but the company may at its option and at
any time after 12 years from the date of allotment of such preference shares,
on giving not less than three months notice to the holders of such shares
redeem at par the whole or any part of the said shares together with a sum
equal to the arrears, if any, of the fixed cumulative dividend thereon whether
earned, declared or not, upto the date of redemption thereof out of the
moneys of the company which may lawfully be applied for that purpose,
provided that if the company shall at any time determine to redeem a part
only of such shares for the time being outstanding, the shares to be so
redeemed shall be determined by a draw to be made in such manner as may
be decided by the Board of Directors, provided that:i.
    
    in no event the company shall create further preference shares or issue any
further preference share capital to rank in priority to the existing preference
 shares;ii.
    
    in the event of the company creating and/or issuing in future any further
preference shares ranking pari-passu with or subordinate to the said
preference shares, it would do so only with the consent in writing of the
holders of not less than three fourths of the said preference shares than
outstanding or with the sanction of a special resolution passed at a separate
meeting of the holders of the said preference shares then outstanding.i.
    
    The company shall forthwith give to the holders of the shares liable for
redemption notice in writing of its intention to redeem the same and fix a
time and place for the redemption and surrender of the certificates of the
 shares so to be redeemed;j.
    
    At the time and place so fixed each holder of such shares shall be bound to
surrender to the company the certificate(s) for his shares to be redeemed and
the company shall pay to him the amount payable in respect of such
redemption and where any such certificate(s) comprises any shares which are
not liable for redemption the company shall issue to the holder thereof a
fresh certificate; andk.
    
    In the event of the company creating and / or issuing preference shares in
future ranking pari passu with or in priority to the redeemable preference
 shares, it should do so only with the consent in writing of the holders of the
said shares then outstanding or with the sanction of a special resolution
passed at a separate meeting of the holders of such redeemable preference
 shares.
 9.
    
    Instalment on shares to
be duly paid
    
    If, by the conditions of allotment of any shares, the whole or part of the amount
or issue price thereof shall be payable by instalments, every such instalment
shall, when due, be paid to the company by the person who for the time being
shall be the member registered in respect of the share or by his executor or
administrator10
    
    Liability of Joint
holder of shares
    
    Members who are registered jointly in respect of a share shall be severally as
well as jointly liable for the payment of all instalments and calls due in
respect of
such share.11
    
    New shares to be offered
to existing members
    
    When at any time subsequent to the adoption of these Articles it is proposed to
increase the subscribed capital of the company by the issue of new shares then
subject to any directions to the contrary which may be given by the company in
general meeting and subject to those directions such new shares shall be offered
to the persons who at the date of the offer are holders of the Equity shares in
the
company, in proportion, as nearly
  10




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##### 



as circumstances admit, to the capital paid up
on those shares at the date; and such offer shall be made by a notice specifying the member of shares offered and limiting a time not being less than 15 days from
the date of the offer within which offer, if not accepted will be deemed to have
been declined. After the expiry of the time specified in the notice aforesaid or on
receipt of earlier intimation from the person to whom such notice is given that he
declines to accept the shares offered, the Board of Directors may dispose of them
in such manner as they think most beneficial to the Company. Option or right to
call of shares shall not be given to any person or persons without the sanction of
the company in general meeting.Notwithstanding anything herein contained, the new shares aforesaid may be offered
to any person, whether or not those persons include the persons who, at the date of
the offer, are holders of the Equity Shares of the Company, in any manner
whatsoever;
 a.
    
    if special Resolution to that effect is passed by the company in general
meeting; orb.
    
    where no such special resolution is passed, if the votes cast (whether on a
show of hands or on a poll, as the case may be) in favour of the proposal
contained in the resolution moved at the general meeting sanctioning the
issue of such shares (including the casting vote, if any, of the Chairman) by
members who being entitled so to do vote in person or where proxies are
allowed, by proxy, exceed the votes, if any, cast against the proposal by
members so entitled and voting and the Central Government is satisfied, on
an application made by the Board of Directors in that behalf that the
proposal is most beneficial to the company.
 12
    
    Trusts not recognised
    
Save as herein otherwise provided the company shall be entitled to treat the
member registered in respect of any shares as the absolute owner thereof and
accordingly shall not, except as ordered by a Court of competent jurisdiction or
as by statute required, be bound to recognize any equitable or other claim to or
interest in such share on the part of any other person.12A
    
    
    
Subject to the applicable provisions of the Companies Act, 1956 or any other
applicable provisions as may be stipulated by any regulatory authorities
(Relevant Laws), the Company may buy its own securities and the Board shall
have powers to buy the securities as stipulated under the relevant laws.CERTIFICATES13
    
    Certificate of shares
    
The certificate of title of shares shall be issued under the seal of the company
which shall be affixed in the presence of and signed by(I) two Directors or
persons acting on behalf of the Directors under a duly registered power of
attorney and (ii) the secretary or some other person appointed by the Board for
the purpose; provided that at-least one of the aforesaid two Directors shall be a
person other than a Managing or whole-time Director. A Director may sign a
share certificate by affixing his signature thereon by means of any machine,
equipment or other mechanical means such as engraving in metal or lithography.PROVIDED ALWAYS that, notwithstanding anything contained in this Article,
every certificate and every document of title to shares, executed and issued
whether for the first time or in renewal of or in exchange for an existing share
certificate or other document of title, shall be so executed and issued under the
authority of the Board of Directors in accordance with the Companies (Issue of
Share Certificates) Rules, 1960, or such other provisions of the Act or Rules
made, thereunder, or any statutory modification or reenactment thereof for the
time being in force.14.
    
    Members right to
certificate
    
Every member shall be entitled to one certificate for all shares registered in his
name or if the Directors so approve to several certificates each one or more
shares. In the case of transfers, the company shall issue the certificate within one
month of the lodgment of transfer.
  11




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15
    
    To which joint holder
certificates to be issued
    
The certificate of shares registered in the name of two or more persons shall be
delivered to the person first named on the Register in respect of such joint
holding.INTEREST OUT OF CAPITAL16
    
    Interest out of capital
    
Where any shares are issued for the purpose of raising money to defray the
expenses of the construction of any works or buildings or the provision of any
plant, which cannot be made profitable for a lengthy period, the company may
pay interest on so much of that share capital as is for the time being paid up, for
the period, at the rate and subject to the conditions and restrictions provided by
section 208 of the Act, and may charge the same to capital as part of the cost of
construction of the work or building or the provision of plant.CALLS17
    
    Calls
    
The Directors may, from time to time, subject to the terms on which any shares
may have been issued, and subject to Section 91 of the Act, make such calls as
they think fit upon the members in respect of all moneys unpaid on the shares
held by them respectively, and not by the conditions of allotment thereof made
payable at fixed times, and each member shall pay the amount of every call so
made on him to the person and at the time and place appointed by the Directors.
A call may be made payable by instalments and shall be deemed to have been
made at the time when the resolution of the Directors authorizing such call was
passed.18
    
    Restriction on power to
make calls and notice
    
No call shall be made payable within one month, after the last preceding call was
payable. Not less than thirty days notice of any cal shall be given specifying the
time and place of payment and to whom such call be paid.19
    
    When interest on call or
instalment payable
    
If the sum payable in respect of any call or instalment be not paid on or before
the day appointed for payment thereof, the holder for the time being of the share
in respect of which the call shall have been made or the instalment shall be due
shall pay interest for the same at the rate of 12% per annum from the day
appointed for the payment thereof to the time of the actual payment or at such
other lower rate as the Directors may determine. The Directors shall be at liberty
to waive payment of any such interest wholly or in part.20
    
    Amount payable at fixed
times or by instalments
payable as calls
    
If by the terms of issue of any shares or otherwise, any amount is made payable
at any fixed time or by instalment at fixed times, whether on account of the
amount of the share or by way of premium, every such amount or instalment
shall be payable as if it were a call duly made by the Directors and of which due
notice had been given and all the provisions herein contained in respect of calls
shall relate to such amount or instalment accordingly.21
    
    Evidence in action by the
company against
Shareholders
    
Subject to the provision of the Act and these Articles, on the trail or hearing of
any action or suit brought by the Company against any Shareholder or his
representative to recover any debt or money claimed to be done to he Company
in respect of his shares it will be sufficient to prove that the name of the
defendant is or was, when the claim arose, on the register of the company as a
holder, or one of the holders, of the shares inn respect of which such claim is
made, and that the amount claimed is not entered as paid in the books of the
company and it shall not be necessary to prove the appointment of the Directors
who made any call, nor that a quorum of Directors was present at the meeting at
which the call was made nor that the meeting at which the call was made duly
convened or constituted nor any other matter whatsoever, but the proof of the
matters aforesaid shall be conclusive evidence of the debt.
  12




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##### 



22
    
    Payment of calls in
advance
    
The Directors may, if they think fit, receive from any member willing to advance
the same, all or any part of the money due upon the shares held by him beyond
the sums actually called for, and upon the money so paid in advance, or so much
thereof as from time to time exceeds the amount of the calls then made upon the
shares in respect of which such advance has been made, the company may pay
interest at such rate (not being more than twelve percent per annum) as the
Directors think fit, Money so paid in excess of the amount of calls shall not
rank
for dividends, or confer a right to participate in profits or exercise voting
rights.
The Directors may at any time repay the amount so advanced upon giving to
such member not less than three months notice in writing.23
    
    Partial payment not to
preclude forfeiture
    
Neither the receipt by the Company of a portion of any money shall from time to
time be due from any member to the Company in respect of his shares, either by
way of principal or interest nor nay indulgence granted by the company in
respect of the payment of any such money, shall preclude the company from
thereafter proceeding to enforce a foreiture of such shares as hereinafter
provided.24
    
    
    
    A call may be revoked or postponed at the discretion of the Directors.FORFEITURE, SURRENDER AND LIEN25
    
    If call or instalment not
paid notice may be given
    
If any member fails to pay the whole or any part of any call or instalment or any
money due in respect of any shares either by way of principal or interest on or
before the day appointed for the payment of the same or any extension thereof,
the Directors may at any time thereafter during such time as the call or
instalment
remains unpaid or decree remains unsatisfied serve a notice on such member or
remains unpaid or decree remains unsatisfied serve a notice on such member or
on the person (if any) entitled to share by transmission, requiring him to pay
such
call or instalment or such part thereof or other moneys as remain unpaid together
with any interest that may have accrued and all expenses (legal or otherwise)
that
may have been incurred by the company by reason of such nonpayment.26
    
    Terms of forfeiture
    
The notice aforesaid shall name a day (not being less than fourteen days from the
date of service of the notice) and places or place and at which the money is to
be
paid and the notice shall also state that in the event of the non-payment of such
money at the time and place appointed, the shares in respect of which the same is
owing will be liable to be forfeited.27
    
    In default of payment
shares may be forfeited
    
If the requisition of any such notic shall not be complied with, every or any share
in respect of which the notice is given may at any time thereafter, before
payment of all calls or instalments, interest and expenses due in respect
thereof,
be forfeited by a resolution of the Directors to that effect.28
    
    Notice of forfeiture to
member and register
    
When any share is declared to be forfeited, notice of forfeiture shall be given to
the member in whose name it stood immediately prior to forfeiture and an entry
of the forfeiture with the date thereof, shall forthwith be made in the Register
but
no forfeiture shall be in any manner invalidated by any omission or neglect to
give such notice or to make any entry as aforesaid.29
    
    Forfeited shares to
become property of the
company
    
Every share so forfeited as aforesaid shall thereupon be the property of the
compay and may be sold, or otherwise dispose of either to the original holder
thereof or to any other person upon such terms and in such manner as the Board
shall think fit.30
    
    Power to annual forfeiture
    
The Directors may at any time before any share so forfeited, shall have been
sold, or otherwise disposed of, annual the forfeiture thereof upon such
conditions
as they, may think fit.
  13




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##### 



31
    
    Members shall be liable to
pay money owing, at the
time of forfeiture and
interest
    
Any member whose share may be forfeited shall notwithstanding the forfeiture,
be liable to pay and shall forthwith pay to the company all calls and other
moneys owing upon the shares at the time of the forfeiture together with interest
thereon from the time of the forfeiture, until payment, at nine percent per annum,
and the Directors may enforce the payment thereof if they think fit, but shall not
be under any obligation to do so.32
    
    Effect of forfeiture
    
The forfeiture of a share shall involve the extinction of all interest in and also
of,
all claims and demands against the company in respect of the share and all other
rights incidental to the share, except only such of those rights as by these
Articles
are expressly saved.33
    
    Certificate of forfeiture
    
A certificate in writing under the hand of a Director or the secretary that the call
or other moneys in respect of a share was or were due and payable and notice
thereof given and that default in payment of the call or other moneys was made,
and that the forfeiture of the shares was made, by a resolution of the Directors to
that effect, shall be conclusive evidence of the facts stated therein as against all
persons entitled to such shares.34
    
    Title of purchaser of
forfeited shares
    
The company may receive the consideration, given for the share on any sale or
other disposition thereof and the person to whom such share is sold, or disposed
of may be registered as the holder of the share and he shall not be bound to see to
the application of the consideration, nor shall his title to the shares be affected
by
any irregularity or invalidity in the proceedings in reference to the forfeiture,
sale, or other disposal of the same.35
    
    Directors may accept
surrender of shares
    
The Directors may at any time, subject to the provisions of the Act, accept the
surrender of any share from or by a member desirous of surrendering on such
terms as the Directors may think fit.36
    
    Companys lien on shares
    
The company shall have no lien on its fully paid-up shares. In the case of partly
paid-up shares, the company shall have a lien only to the extent of all moneys
called or payable at a fixed time in respect of such shares, otherwise such partly
paid-up shares shall be free from any lien of the company. Any lien on shares
shall extend to all dividends from time to time declared in respect of such shares.
Unless otherwise agreed, the registration of a transfer of share shall operate as a
waiver of the Companys lien, if any, on such shares. The Board of Directors
may at any time declare any shares to be wholly or in part exempt from the
provision of this Article.37.
    
    As to enforcing lien by
sale
    
For the purpose of enforcing, such lien, the Board of Directors may sell the
shares subject thereto in such manner as they think fit, but no sale shall be made
unless the sum in respect of which the lien exists is presently payable and until
notice in writing of the intention to sell shall have been served on such member,
his executors or administrators or his committee, curator bonis, or other legal
representatives as the case may be, and default shall have been made by him or
them in the payment of the sum payable as aforesaid for fourteen days after the
date of service of such notice. To give effect to any such sale the Board may
authorise some person to transfer the shares sold to the purchaser thereof and the
purchaser shall be registered as a holder of the shares comprised in any such
transfer. Upon any such sale as aforesaid, the existing certificate(s) in respect of
the shares sold shall stand cancelled and become null and void and of no effect,
and the Directors shall be entitled to issue a new certificate or certificates in
lieu
thereof to the purchaser or purchasers concerned.38.
    
    Application of proceeds
of sale
    
The net proceeds of the sale shall be received by the company and on the
payment of the costs of such sale be applied in payment of such part of the
amount in respect of which the lien exists as is presently payable and the residue
if any, shall subject to 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.
  14




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##### 



FOREIGN REGISTER OF MEMBERS AND DEBENTURE-HOLDERS
 39
    
    Foreign Register of
Members and form
    
The company shall have power to keep foreign register of members or debenture
holders in any country or state outside India as may be decided by the Board
from time to time. If any shares are to be entered in any such register, the
instrument of transfer shall be in a form recognised under the law of such country
or state or in such form as may be approved by the Board.TRANSFER AND TRANSMISSION OF SHARES40
    
    Form of transfer
    
Shares in the company shall be transferred in accordance with the provisions of
the Section 108 of the Act by an instrument in writing in the prescribed form
under the companies (Central Governments General Rules and Forms, 1956) or
any statutory modification thereof for the time being in force.41
    
    Directors may refuse to
register transfer
    
Subject to the right of appeal as conferred by Section III of the Act, the
Directors, may, at their own absolute and uncontrolled discretion and without
assigning any reason decline to register or acknowledge any transfer of shares
and in particular may so decline in any case in which the company has lien upon
the shares or any of them or whilst any moneys in respect of the shares desired to
be transferred or any of them remain unpaid or unless the transferee is approved
by the Directors and such refusal shall not be affected by the fact that the
proposed transferee is already a member. Provided that registration of a transfer
shall not be refused on the grounds of the transferor being either alone or jointly
with any person or persons indebted to the company on any account whatsoever
except a lien. The registration of a transfer shall be conclusive evidence of the
approval of the Directors of the transferee.42
    
    Notice to transferee and
transferor on refusal to
transfer shares
    
If the Board of Directors refuse to register a transfer of any shares, they shall
within one month from the date on which the transfer was lodged with the
company send to the transferee and the transferor notice of the refusal.43
    
    Custody of the
instrument of transfer
    
The instrument of transfer shall after registration be retained by the Company
and shall remain in its custody. All instruments of transfer which the Directors
may decline to register, shall be returned to the persons depositing the same.44
    
    Closure of transfer books
etc.,
    
The Directors shall have power, on giving not less than thirty days previous
notice by advertisement as required by Section 154 of the Act, to close the
Register of Members or the Register of Debenture holders for such period or
periods of time not exceeding in the whole 45 days in each year but not exceeding
30 days at a time as they may deem fit.45
    
    Title of shares of
deceased holder
    
The executor or administrator of a deceased member or holder of a succession
certificate shall be the only persons recognised by the company as having any
title to his shares and the Company shall not be bound to recognise such executor
or administrator or holder of a succession certificate unless such executor or
administrator shall have first obtained probate, letters of administration or other
legal representation as the case may be from a duly constituted court in India, or
from any authority empowered by any law to grant such other legal
representation; provided that in any case where the Board in their absolute
discretion think fit, the Board may dispense with the production of Probate or
Letters of Administration or other legal representation and under the next Article
register the name of any person who claims to be absolutely entitled to the shares
standing in the name of a deceased member upon such terms as to indemnity or
otherwise as the Directors may deem fit.
  15




---



##### 



46
    
    Registration of persons
entitled to share
otherwise than by
transfer (transmission)
    
Subject to the provision of the Act and these Articles any person becoming
entitled to a share in consequence of the death, bankruptcy, or insolvency of any
member or by any lawful means other than by a transfer in accordance with these
presents may with the consent of the Directors which they shall not be under any
obligation to give upon producing such evidence that he sustains the character in
respect of which he proposes to act under this Article, or of his title, as the
Board may think sufficient and upon giving such indemnity as the Directors may
require either be registered himself as the holder of the shares or elect to have
some person nominated by him and approved by the Board, registered as such
holder, provided nevertheless that if such person shall elect to have his nominee
registered he shall testify the execution, by his nominee of instrument of transfer
of the shares in accordance with the provisions herein contained, and until he
does so, he shall not be free from any liability in respect of the share. This Article
is hereinafter referred to be The Transmission Article.47
    
    Refusal to Register
Transmission of share
    
Subject to the provisions of the Act and these Articles, the Directors shall have
the same right to refuse to register a person entitled by transmission to any shares
or his nominee as if he were the transferee names in any ordinary transfer
presented for registration.48
    
    Board may require
evidence of transmission
    
Every transmission of a share shall be verified in such manner as the Directors
may require and the company may refuse to register any such transmission until
the same be so verified or unless such indemnity be given to the company with
regard to such registration which the Board at its discretion shall consider
sufficient provided nevertheless that there shall not be any obligation on the
company or the board to accept any indemnity.49
    
    Fee on transfer or transmission
    
    No fee shall be charged for the following:
 i.
    
    for registration of transfers, sub-division and consolidation of Certificates and
for letters of allotment and for split, consolidation renewal and pucca transfer
receipts into denominations corresponding to the market units of trading.ii.
    
    for sub-division of renouncable letter of right:iii.
    
    for issue of New Certificates in replacement of those which are old, decrepit
or worn out or when the cages on the reverse for recording transfers have
been fully utilised.iv.
    
    for registration of any power of attorney, probate, letters of administration,
marriage or death certificates or for similar other documents.
 49A.
    
    
    
The Board of Directors or a committee thereof can refuse a request by a
member to split his/her shares into shares of smaller lots unless such split is for
making his/her holding into market lot.50
    
    The Company not liable
for disregard of a notice
prohibiting registration
of a transfer
    
The Company shall incur no liability or responsibility whatever in consequence
of their registering or giving effect to any transfer of shares made, or purporting
to be made, by any apparent legal owner thereof (as shown or appearing or
claiming any equitable right title or interest to or in the same shares
notwithstanding that the company have had notice of such equitable right, title or
interest or notice prohibition registrations of such transfer, and may have entered
such notice or referred thereto in any book of the company; and the company
shall not be bound or required to regard or attend or give effect to notice which
may be given to them of any equitable right, title or interest or be under any
liability whatsoever for refusing or neglecting to do so; though it may have been
entered or referred to in some books of the company, but the company shall
nevertheless be at liberty to regard and attend to such notice and give effect
thereto if the Directors shall so think fit.
  16




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##### 



INCREASE, REDUCTION AND ALTERATION IN AUTHORISED ISSUED
AND SUBSCRIBED CAPITAL
 51
    
    Increase of authrised
share capital
    
The company may from time to time in general meeting by a resolution which
may be special or ordinary resolution alter the conditions of its memorandum by
increase of authrised share capital by creation of new shares of such amount as it
thinks expedient.52
    
    Redeemable preference
shares increase of
subscribed capital
    
The company may from time to time in general meeting by special resolution
increase its subscribed share capital by issue of new shares upon such terms and
conditions and with such rights and privileges annexed thereto as by the general
meeting issuing the same shall be directed and in particular subject to the
provisions of Articles 3 to 11 thereof such shares may be issued with a
preferential or qualified right to dividends and in the distribution of the assets of
the company provided always that any preference shares may be issued in the
terms that they are or at the option of the company are to be liable to be
redeemed and on such terms and conditions of redemption as may be prescribed.53
    
    Increased capital same as
original capital
    
Except so far as may be otherwise provided by the condition of issue or by these
present any capital raised by the creation of new shares shall be considered part
of the original capital and shall be subject to the provisions herein contained with
reference to the payment of call and instalment transfer and transmission,
forfeiture, lien, surrender, voting and otherwise.54
    
    Provisions in case of
redeemable preference
shares
    
Notwithstanding anything contained to these Articles in the case of the issue of
Redeemable preference shares under the provisions of Article 52 hereof the
provisions of section 80 of the Act shall apply.55
    
    Reduction of capital
    
The company may (subject to the provisions of section 100 to 105 of the Act)
from time to time by special resolution reduce its share capital or any capital
redemption reserve account or share premium account in any way authrised by
law and in particular may pay off any paid up share capital upon the footing that
it may be called up again; or otherwise, and may if and as far as if necessary alter
its Memorandum by reducing the amount of its shares capital and of its shares
accordingly.56
    
    Consolidation division
and sub-division
    
The company may in general meeting alter the conditions of Memorandum as
follows:
 a.
    
    Consolidation and divide all or any of its share capital into shares of larger
amount than its existing shares.b.
    
    Sub-divide its shares or any of them into shares of smaller amount than
originally fixed by the Memorandum, subject nevertheless to the provisions
of section 94(i) (d) of the Act and of these Articles.c.
    
    Cancel shares which, at the date of the passing of the resolution in that
behalf have not been taken or agreed to be taken by any person and diminish
the amount of its share capital by the amount of the shares so cancelled.
 57
    
    Issue of further Pari-Passu Shares not to
affect the right of shares
already issued
    
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 the issue of the shares of that class, be deemed to be varied by the
creation or issue of further shares ranking pair passu therewith, but in no respect
in priority thereto.
  17




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##### 



MODIFICATION OF CLASS RIGHTS
 58
    
    Power to modify rights
    
If at any time the capital by reason of the
issue of preference shares or otherwise is
divided into different classes of share, all
or any of the rights and privilege attached
to each class may, subject to the provisions
of section 106 and 107 of Act, be modified
/abrogated with
 a.
    
    The consent of the holders of not less
than three fourths of the issued shares
of that class, orb.
    
    The sanction of special resolution passed
at a separate meeting of the holders of the
issued shares of that class.To every such separate meetings, the
provisions herein contained as to general
meeting shall mutates mutandis apply.
 JOINT HOLDERS
 59
    
    Joint holders
    
Where two or more persons are registered as
the holders of any shares, they shall be
deemed to hold the same as joint tenants
with benefits of the survivorship subject to
the following and other provisions contained
in the these Articles.
 a.
    
    The company shall be entitled to decline
to register more than four persons as the
joint holders of any share.b.
    
    The joint holders of any shares shall be
liable severally as well as jointly for and
in respect of all calls and other payments
which ought to be made in respect o such
 shares.c.
    
    On the death of any such joint holders
the survivor or survivors shall be the only
persons or persons recognised by the company
as having any title or interest in the share
but the Directors may require such evidence
of death as they deem fit and nothing herein
contained shall be taken to release the
estate, of deceased joint holder from any
liability on shares held by him jointly with
any other person or persons.d.
    
    Any of the joint holders may give
effectual receipt of any dividends or other
moneys payable in respect of such shares.e.
    
    Only the person whose name stands first
in the Register as one of the joint holders
of any shares, shall be entitled to the
delivery of the certificate relating to such
 shares or to receive documents (which
expression shall be deemed to include
documents referred to in Article 154) from
the Company and any documents served on or
sent to such person shall be deemed as good
service on all the joint holders.f.
    
    Any one of two or more joint holders may
vote at any meetin either personally or by
proxy in respect of such shares as if he
were solely entitled thereto and if more
than one of such joint holders be present at
any meeting personally or by proxy, then one
of such persons so present whose names
stands first or higher (as the case may be)
on the Register in respect of such share
shall alone be entitled to vote in respect
thereof but other or others of the joint
holders shall be entitled to be present at
any meeting personally Several executors or
administrators of a deceased member in whose
(deceased members) sole name any shares
stand shall for the purpose of this sub
article be deemed joint holders.
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BORROWING POWERS
 60
    
    Power to borrow
    
Subject to the provisions of Section 58A, 58B, 292 and 293 and other provisions
of the Act and these Articles and without prejudice to the other powers conferred
by these Articles, the Directors shall have the power from time to time at their
discretion to accept deposits from members of the company either in advance on
calls or otherwise and generally to raise or borrow or secure the payment of any
sum of money for the purpose of the company provided that the aggregate of the
amount borrowed (apart from temporary loans as defined in Section 293 of the
Act obtained from the companys bankers in the ordinary course of business) and
remaining outstanding and undischarged at the time, shall not, without the
consent of the company general meeting exceed the aggregate of the paid up
capital of the Company and its free reserves, that is to say reserves not set apart
for any specific purpose.61
    
    Condition on which
money may be
borrowed
    
Subject to the provisions of the Act and these Articles, the Board may raise and
secure the payment or repayment of such sum or sums in such manner and upon
such terms and conditions in all respects at they think fit and in particular by the
issue of bonds perpetual or redeemable debentures, debenture stock or any
mortgage or charge or other security on the whole or any part of the property of
the company (both present and future) including its uncalled capital for the time
being.62
    
    Bonds, debenture etc.,
to be under the control
of Directors
    
Any Bond, stock or other securities issued or to be issued by the Company shall
be under the control of the directors who may issue upon such terms and
conditions and in such manner and for such consideration as they shall consider
to be for the benefit of the company.63
    
    Securities may be
assemble free from
equities
    
Debentures, debenture stock, bonds and other securities may be made assemble
free from any equities between the company and the person to whom the same
way be issued.64
    
    Issue at discount etc., or
with special privilege
    
Any bonds, debentures, debenture stock, or other securities may be issued at a
discount, premium or otherwise and with any special privilege and conditions as
to redemption, surrender, drawing allotment of shares attending at General
Meeting provided that debentures with the right of conversion into shares shall
not be issued except in conformity with the provisions of section 81(3) of the
Act.65
    
    Indemnity may be
given
    
Subject to the provisions of the Act and these Articles if the Directors or any
other person shall incur or be about to incur any liability or surety for the
payment of any sum primarily due from the company, the board may execute or
cause to be executed any mortgage charge or security over or affecting the whole
or any part of the assets of the Company by way of indemnity to secure the
director or person so becoming liable as aforesaid from and against any loss in
respect of such liability.66
    
    Mortgage of
Uncalled capital
    
If any uncalled capital of the Company is included in or charged by any
mortgage or other security the Board of Directors shall subject to the provisions
of the Act and these Articles make calls on the members in respect of the
uncalled capital in trust for the person in whose favour such mortgage or security
is executed.GENERAL MEETING67
    
    Annual General
Meeting
    
Subject to the provisions of the Act, the company shall hold from time to time as
provided by the Act in addition to any other meeting a general as its Annual
General Meeting. The provisions of Section 166 read with Section 210 of the Act
shall apply to such Annual General Meeting.
  19




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##### 



68
    
    Annual General Meeting
when to be held
    
Every Annual General Meeting shall be called for a time during business hours and
on such day (not being a public holiday) as the Directors may from time to time
determine and it shall be held either at the Registered Office of the Company or
at any place within the city town or village in which the office of the company
for the time being is situated.69
    
    Extraordinary General Meeting
    
    a.  All General Meetings other than Annual General Meeting shall be called
Extraordinary General Meetings.b.   The Board of Directors may, whenever it thinks fit, call an Extraordinary
General Meeting.70
    
    Calling of Extraordinary
General
Meeting or requisition
    
The board of directors shall on due requisition of members in accordance with
section 169(4) of the Act, forthwith proceed to call an Extraordinary General
Meeting and the provisions of Section 169 of the Act, shall apply in respect of
such meeting.71
    
    Notice of Meeting
    
Save as permitted under Section 171(2) of the Act, a General Meeting of the
company may be called by giving not less than twenty one days notice in writing.72
    
    Special Business
    
a.   In the case of an Annual General Meeting the business to the transacted at the
meeting shall be deemed special, with the exception of business relating to:i.    The consideration of the accounts, balance sheet and profit and
loss account and the report of the Board of Directors and of the auditors;ii.   the declaration of a dividend;ii.    the appointment of directors in the place of those retiring andiv.   The appointment of and the fixing of the remuneration of the auditors.In the case of any other meeting all business shall be deemed specialb.   Where any items of business to be transacted at the meeting are deemed to
be special as aforesaid, there shall be annexed to the notice material facts
regarding each such item of business including in particular, the nature and
extent of the interest if any, therein of every Director of the company..
    

    
Provided that where any item of special business as aforesaid to be transacted at
a meeting of the company relates to, or affects any other company the extent of
shareholding interest in that other company or every director of the company
shall also be set out in the explanatory statement, if the extent of such
shareholding interest is not less than twenty percent of the paid-up share
capital of that other company.C.   Where any item of business to be transacted at any general meeting of the
company consist of according of approval to any document, the time and place
where the document can be inspected shall be specified in the statement
aforesaid.73
    
Contents and service of notice
    
Notice of every meeting shall be given to the members and to such other person or
persons as required by and in accordance with Section 172 and 173 of the Act and
it shall be served in the manner authrised by section 53 of the Act.
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##### 



PROCEEDINGS AT GENERAL MEETING
 74
    
    Quorum of General Meeting
    
    At least five
members entitled to
vote and present in
person shall be
quorum for a
General Meeting.
No. business shall
be transacted at
any General Meeting
unless the quorum
requisite be
present at the
commencement of a
business.75
    
    If quorum not present meeting to be
dissolved or adjourned
    
    If within half an
hour from the time
appointed for
holding a meeting
of the company, a
quorum is not
present, the
meeting if called
upon at the
requisition of
members, shall
stand dissolved. In
any other case
the meeting shall
stand adjourned to
the same day in the
next week (not
being a public
holiday) at the
same time and
place, or to such
other day and at
such other time and
place as the Board
may determined.76
    
    Adjourned Meeting to transact business
    
    If at any adjourned
meeting also a
quorum is not
present within half
an hour of the time
appointed for
holding the meeting
the members
present, whatever
their number (not
being less than
two) shall be the
quorum and shall
have power to
decide upon all the
matters which could
properly have been
disposed of at the
meeting for which
the adjournment
took place.77
    
    Chairman of the Meeting
    
    The Chairman (if
any) of the Board
of Directors shall,
if present preside
as Chairman at
every General
Meeting whether
Annual or
Extraordinary but
if there be no such
Chairman, or in
case of his absence
or refusal any one
of the Directors
present, shall be
chosen to be the
Chairman of the
Meeting.78
    
    Member a Chairman
    
    If at any meeting a
quorum of members
shall be present
and the Chair shall
not be taken by the
Chairman of the
Board or by a
Director at the
expiration of half
an hour from the
time appointed for
holding the meeting
or if before the
expiration of half
an hour from the
time appointed for
holding the meeting
all the directors
shall decline to
take the chair, the
member present
shall on a show of
hands choose one of
the their own
number to the
Chairman of the
meeting.79
    
    Business confined to election of chairman
whilst chair vacant
    
    No business shall
be discussed at any
General Meeting
except the election
of the Chairman
whilst the Chair is
vacant. If a poll
is demanded on the
election of the
Chairman it shall
be taken forthwith
in accordance with
the provisions of
the Act and these
Articles.80
    
    Chairman with consent may adjourn meeting
    
    The Chairman may
with the consent of
any meeting at
which quorum is
present, and shall
if so directed by
the meeting adjourn
any meeting from
time to time and
from place to place
but no business
shall be transacted
at any adjourned
meeting other than
the business left
unfinished at the
meeting from which
the adjournment
took place.81
    
    Notice to be given where a meeting adjourned
    
    When a meeting is
adjourned for
thirty days or more
notice of the
adjourned meeting
shall be given as
in he case of
original meeting.
Save as aforesaid
it shall not be
necessary to give
any notice of the
adjournment or of
the business to be
transacted at the
adjourned meeting.82
    
    Resolution how decided
    
    At any General
Meeting provisions
of Section 177 and
185 of the Act
shall apply
provided that in
case of 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
casting vote in
addition to his own
vote or votes to
which he may be
entitled as a
member.83
    
    Time of taking poll
    
    a.    (1) A poll
demanded on a
question of
adjournment shall
be taken forthwith.(2) A poll
demanded on any
other question (not
being a question
relating to the
election of a
Chairman which is
provided for above)
shall be taken at
such time not being
later than forty
eight hours from
the time when the
demand was made, as
the Chairman may
direct.
  21




---



##### 



Other business may proceed
notwithstanding demand of poll
    
    b) The demand of
poll shall not
prevent the
continuance of a
meeting for the
transaction of any
business other than
the question on
which a poll has
been demanded.Scrutineers at poll
    
    c.
    
    
    (1
    )
    
    Where a
poll is to be taken
the Chairman of the
meeting shall
appoint two
scrutineers to
scrutinist the
votes given on the
poll and to report
thereon to him.(2
    )
    
    The Chairman
shall have power,
at any time before
the result of the
poll is declared,
to remove a
scrutineer from
office and to fill
vacancies in the
office of the
scrutineers arising
from such removal
or from any other
cause.(3
    )
    
    Of the two
scrutineers, one
shall always be a
member (not being
on Officer or
Employee of the
Company) present at
the meeting.84
    
    Reports, Statement and register to be
laid on table
    
    At every Annual
General Meeting of
the Company there
shall be laid on
the table, the
Directors report
and audited
statement of
accounts, Auditors
repot, the proxy
register with the
proxies and the
Register of
Directors share
holdings mentioned
under Section 307
of the Act. The
Auditors Report
shall be read
before the members
in such General
Meeting and shall
be open to
inspection by any
member of the
Company.85
    
    Minutes of General and Board Meeting
    
    The Board shall
cause minutes of
all proceedings of
every general
meeting and of all
proceedings of
every meeting of
the Board of
Directors or of
every committee of
the board to be
kept in accordance
with section 193 of
the Act.86
    
    Inspection of minute books of
general meting
    
    The books containing the
minutes of the
proceedings of
general meetings of
the company shall
be kept at the
office of the
company and be open
to the inspection
of members as
prescribed by
section 196 of the
Act.
 VOTES OF MEMBERS
 87
    
    Votes may be given by proxy
    
    Subject to the
provisions of the
Act, and these
Articles, votes may
be given either
personally or by
proxy or in the
case of a body
corporate by a
representative duly
authrised under
section 187 of the
Act, and Article 89
hereof.88
    
    Voting rights
    
    Subject to the
provisions of the
Act, ( and in
particular of
Sections 87 and 92
(2) thereof) and
these Articles;
 1.
    
    Upon a show
of hands every
member holding
equity shares and
entitled to vote
and present in
person (including
an attorney or a
representative of a
body corporate as
mentioned in
Article 89) shall
have one vote.2.
    
    Upon a poll
the voting right of
every member
holding equity
 shares and entitled
to vote and present
in person
(including a body
corporate present
as aforesaid) or by
proxy shall be in
proportion to his
share in the
paid-up equity
capital of the
company.3.
    
    The voting
right of every
member holding
preference shares
if any shall upon a
show of hands or
upon a poll be
subject to the
provisions,
limitations and
restrictions laid
down in Section 87
of the Act.
 89
    
    No voting by proxy on show of hands
    
    No member not
personally present
shall be entitled
to vote on a show
of hands unless
such member is a
body corporate
present by attorney
or by
representative duly
authrised under
section 187 of the
Act in which
case attorney or
representative may
vote on show of
hands as if he were
an individual
member of the
company.
  22




---



##### 



90
    
    Restriction on exercise of rights
    
    Subject to the
provisions of the
Act, no member
shall be entitled
to voting right in
respect of any
shares registered
in his name on
which any calls or
other sums
presently payable
by him, have not
been paid or in
regard to which the
company has
exercised any right
or lien.91
    
    Votes in respect of deceased, insolvent members
    
    Any person entitled
under the
Transmission clause
(Article 46 hereof)
to transfer any
shares, may vote at
any general meeting
in respect thereof
as if he was the
registered holder
of such shares,
provided that at
least forty-eight
hours before the
time of holding the
meeting or
adjourned meeting,
as the case may be,
at which he
proposes to vote he
shall satisfy the
Board of his right
to transfer such
shares unless the
Board shall have
previously admitted
his right to vote
at such meeting in
respect thereof.92
    
    Right of member to use his votes differently
    
    On a poll taken at
a meeting of the
company, a member
entitled to more
than one vote, or
his proxy, or other
person entitled to
vote for him as the
case may be need
not if he votes,
use all votes in
the same manner.93
    
    How members non composment is or minors may
vote
    
    If any shareholder
be lunatic, idiot
or non composment
is the votes in
respect of his
share or shares
shall be cast by
his committee or
other legal
guardian and if any
shares are
registered in the
name of minor
through his
guardian, the vote
in respect of such
shares shall be
cast by that
guardian or any one
of the guardians if
more than one.94
    
    Instrument appointing a proxy to be deposit at
the office
    
    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
office not less
than forty-eight
hours before the
time for holding
the meetings at
which the persons
named in the
instrument proposes
to vote and in
default the
instrument of proxy
shall be treated as
valid.95
    
    Form of proxy
    
    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.96
    
    Custody of the instrument
    
    Any instrument of
appointment of
proxy deposited as
aforesaid shall
remain permanently
or for such time as
the directors may
determine in the
custody of the
company.97
    
    Validity of votes given by proxy
notwithstanding death etc., of member
    
    A vote cast in
accordance with the
terms of an
instrument of proxy
shall be valid
notwithstanding the
previous insanity
or lunacy or death
of the principal or
revocation of the
proxy as the case
may be or any power
of attorney, under
which such proxy
was signed, or the
transfer of the
share in respect of
which the vote is
given provided
that no
intimation in
writing of the
insanity, lunacy,
death, revocation
or transfer shall
have been received
at the office
before the meeting.98
    
    Time for objection to vote
    
    Subject to the
provisions of the
Act, and these
Articles no
objection shall be
made to the
validity of any
vote except at the
meeting or poll at
which such vote
shall be tendered
and every vote,
whether given
personally or by
proxy or by any
means hereby
authrised and not
disallowed at such
meeting or poll,
shall be deemed
valid for all
purposes of meeting
or poll whatsoever.99
    
    Chairman of the meeting to be the judge of
validity of any vote
    
    Subject to the
provisions of the
Act, and these
Articles, the
Chairman of any
meeting shall be
the sole judge of
the validity of
every vote tendered
at such meeting
Subject as
aforesaid the
Chairman present at
the taking of a
poll shall be the
sole judge of the
validity of every
vote tendered at
such poll.100
    
    Number of Directors
    
    Unless otherwise
determined by a
General Meeting,
the number of
Directors shall not
be less than three
nor more than
twenty.
  23




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##### 



101
    
    
    
    The following are the Directors of the company at
the time of adoption of these Articles:1. Dr. Kallam Anji Reddy (Chairman)2. Kallam Ranga Reddy3. Adapa Subba Reddy4. Madabushini Purushottam Chary (Managing Director)5. Dr. Mullapudi Venkat Rao (Nominee of APIDC)102
    
    Appointment of Alternate Director
    
    The Board of Directors of the Company may appoint
an alternate Director act for a Director
(hereinafter called the original director) during
his absence for a period of a not less than three
months from the State in which the meeting of the
Board are ordinarily held and such appointment
shall have effect and such appointee whilst he
holds office as an Alternate Director shall be
entitled to notice of meetings of the Directors
and to attend and to vote there at accordingly. An
alternate Director appointed under this Article
shall not hold office as such for a period longer
than permissible to the original Director in whose
place he has been appointed and shall vacate office
if and when the original Director returns to the
said State. If the terms of office of the Original
Directors is determined before he so returns to the
said State, any provisions in the Act or these
Articles for the automatic reappointment of
retiring Director in default of another appointment
shall apply to the original Director and not to the
Alternate Director.103
    
    Additional Director
    
    The Board shall have power from time to time and at
any time to appoint any person as Director as an
addition to the Board but so that the total number
of Directors shall not at any time exceed the
maximum number fixed by these articles. Any
director so appointed shall hold office only upto
the date of the next annual general meeting of the
Company and shall then be eligible for appointment
by that meeting, subject to the provision of
Section 257 of the Act.104
    
    Casual Vacancy
    
    Subject to the provisions of Section 284 (6) and
other applicable provisions (if any) of the Act if
the office of a Director appointed by the company
in general meeting is vacated before his terms of
office will expire in the normal course, the
resulting casual vacancy may, in default of and
subject to any regulation contained in these
articles be filled by the by the Board of
Directors. Any person so place he is appointed
would have held office if it had not been vacated
as aforesaid.105
    
    Qualification of Director
    
    A director shall not be required to hold any
qualification shares and a person may be appointed
as director notwithstanding that he holds no share
in the Company.106
    
    Remuneration of Directors
    
    Subject to the provisions of Sections, 198, 309,
310, 311 and 314 of the Act, the remuneration and
travelling expenses payable to the Directors of the
Company may be as hereinafter provided.
 a.
    
    Directors shall be entitled to receive out of
the funds of the company for their services in
attending meeting of the Board or a committee of
the Board, a fee as may be specified under the Act.b.
    
    In addition to the remuneration payable as
above, the Board of Directors may allow and pay to
any Directors who is not a bonafide resident of the
place where a meeting is held and who shall come to
such place for the purpose of attending the meeting
such sum as the Board may consider fair
compensation, for travelling hotel and other
expenses in-cured by him, in attending and
returning from meeting of the Board of Directors or
any committee thereof.
  24




---



##### 



c.
    
    If any Director be called
upon to perform extra services
or special exertion or efforts,
the Board may arrange with such
Director for such special
remuneration for such extra
services or special exertions or
efforts either by a fixed sum or
otherwise as may be determined
by the Board subject to the
provisions of the Act and such
remuneration may be in addition
to his remuneration above
provided.d.
    
    In addition to he
remuneration payable under
clause (c) above, the Directors
may allow and pay to any
Directors such sum as the Board
may consider fair compensation
for travelling, hotel and other
expenses incurred by him in
connection with the business of
the company.e.
    
    Director may be paid
full-time remuneration by way
of commission at the rate of 1
percent (one percent) or upto 3
percent (three percent) of the
net profits of the company
calculated in accordance with
the provisions of the Act, and
such remuneration shall be
divided amongst the Directors in
such proportion and manner as
the Board may, from time to
time, determine and in default
of such determination, shall be
divided amongst them, equally.
 107
    
    Appointment of nominee directors
    
    Notwithstanding anything to the
contrary contained in these
Articles, so long as any money
remain owing by the company to
the Industrial Development bank
of India (IDBI), Industrial
Finance corporation of India
(IFCI), Industrial Credit and
Investment Corporation of India
Limited (ICICI) and Life
Insurance Corporation of India
(LIC) or to any other Finance
Corporation or Credit
Corporation or to any other
financing company or body out of
any loans granted by them to the
company or so long as IDBI,
IFCI, ICICI and LIC or any other
Finance Corporation or Credit
Corporation or any other
Financing Company or Body (each
of which IDBI, IFCI, ICICI, and
LIC or any other Finance
Corporation or any other
Financing Company or body is
hereinafter in this Article
referred to as the participating
institutions) continue to hold
debentures in the company by
direct subscription or private
placement, or so long as the
participating institutions hold
shares in the company as a
result of underwriting or direct
subscription or so long as any
liability of the company arising
out of any guarantee furnished
by the said participating
institutions on behalf of the
company remains outstanding the
participating institutions shall
have a right to appoint from
time to time any person or
persons as a Director or
Directors, who time or no whole
time (which Director or
Directors is/are hereinafter
referred to as Nominee
Director/s on the Board of the
Company and to remove from such
office any person or persons so
appointed and to appoint any
persons
in his or their place/s.The company shall have no power
to remove from office the
Nominee Directors. At the option
of the participating financial
institutions such nominee
Director/s shall not be required
to hold any share qualification
in the company. Also at the
option of the participating
financial institutions such
nominee Directors shall not be
liable to retirement by rotation
of Directors.Subject as aforesaid, the
Nominee Director/s shall be
entitled to the same right and
privileges and be subject to the
same obligations as any other
Director of the company.The Nominee Director/s so
appointed shall hold the said
office only so long as any
moneys remain owing by the
company to the participating
institutions or so long as the
participating institutions hold
shares in the company as result
of underwriting or direct
subscription or the liability of
the company arising out of any
Guarantee is outstanding and the
Nominee Director/s so appointed
in exercise of the said power
shall ipso facto vacate such
office immediately the
moneys owing by the company to the participating institutions is paid off or
on the participating institutions ceasing to hold Debentures/shares in the
company or on the satisfaction of the liability of the company arising out
of any guarantee furnished by the participating institutions.
  25




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##### 



The Nominee Director/s appointed under this Article shall be entitled to
receive all notices of and attend all General Meetings, Board Meetings and
of the Meetings of the Committee of which the Nominee Director/s is /are
Member/s as also the minutes of such meetings. The participating
institutions shall also be entitled to receive all such notices and minutes.The Company shall pay to the nominee Director/s sitting fees and expenses
which the other Directors of the company are entitled but if any other fees,
commission, moneys or remuneration in any form is payable to the Directors
of the company, the fees, commission, moneys and remuneration in relation to
such Nominee Director/s shall accrue to the participating institutions and
the same shall accordingly be paid by the company directly to the
participating institutions. Any expenses that may be incurred by the
participating institutions or such nominee Director/s in connection with
their appointment to Directorship shall also be paid or reimbursed by the
Company to the participating institutions or as the case may be to such
Nominee Director/s.Provided that if any Nominee Director/s is an officer of the participating
institutions the sitting fees, in relation to such Nominee Director/s shall
also accrue to the participating institutions and they shall accordingly be
paid by the company directly to the participating institutions. Provided
further that if such Nominee Director/s is an officer of the Reserve Bank of
India, the sitting fees in relation to such Nominee Director/s shall also
accrue to IDBI and the same shall accordingly be paid by the Company
directly to IDBI.Provided also that in the event of the Nominee Director/s being appointed as
whole time Director/s such Nominee Directors shall exercise such powers and
duties as may be approved by the Lenders and have such rights or as are
usually exercised or available to whole time Director, in the management of
the affairs of the borrower. Such Nominee Directors shall be entitled to
receive such remuneration, fees, commission and moneys as may be approved by
the Lenders and also by the Central Government under Sections 269,
309/198,310,314 of the Act.108
    
    Loan to Director etc.
    
    The company shall observe the restriction imposed on the matter of grant of
loans to Directors and other persons as provided in Section 295 of the Act.109
    
    Director may act not
withstanding vacancy
    
    The continuing directors may act not withstanding any vacancy in their body
but so that, subject to the provisions of the Act, if the number falls below
the minimum above fixed and notwithstanding the absence of a quorum the
Directors may act for the purpose of filling up vacancies or for summoning a
general meeting of the company.110
    
    When office of Director to be vacated
    
    Subject to Section 283 (2) of the Act, the office of a Director shall become
vacant if.
 a.
    
    he is found to be of unsound mind by a court of competent jurisdiction; orb.
    
    he applies to be adjudicated an insolvent; orc.
    
    he is adjudged an insolvent; ord.
    
    he fails to pay any call made on him in respect of shares of the
company held by him, whether alone or jointly with others within six months
from the
last date fixed for the payment of the call unless the
Central Government has by notification in the official
gazette removed the disqualification incurred by such failure; or
  26




---



##### 



e.
    
    he (whether by himself or by any person for his benefit
or on his account) or any firm in which he is a partner or
any private company of which is a shareholder or Director,
accepts a loan or any guarantee or security for a loan, from
the company in contravention of section 295 of the Act; orf.
    
    he absents himself from three consecutive meetings of
the Board of Directors or from all meetings of the Board for
a continuous period of three months, whichever is longer
without obtaining leave of absence from the Board; org.
    
    he becomes disqualified by any order of Court (as
defined in the Act) under Section 203 of he Act; orh.
    
    he is removed in pursuance of Section 284 of the Act; ori.
    
    he acts in contravention of Section 299 of the Act and
by virtue of such contravention shall vacate office; orj.
    
    he is convicted by a court of any offence involving
moral turpitude and sentenced in respect thereof to
imprisonment for not less than six months; ork.
    
    he having been appointed a director by virtue of his
holding office or other employment in the company, he ceases
to hold such office or other employment in the company.
 111
    
    Resignation of Directors
    
    Subject to the provisions of the Act a Director may resign
his office at any time by notice in writing addressed to the
company or to the board of directors but such resignation
shall be effective only when the resignation is accepted at a
meeting of the board.112
    
    Directors may be Director of Companies
promoted by the company
    
    A director may become a director of a Company promoted by the
Company or in which it may be interested as a vendor,
shareholder or otherwise, and subject to the provisions of
the Act and these Articles, no such Director shall be
accountable for benefits received as Director or shareholder
of such company.113
    
    Rotation of Director
    
    At the Annual General Meeting of the Company in every year,
one third of the Directors for the time being liable to
retire by rotation and if their number is not three or a
multiple of three then the number nearest thereto shall
retire from the office. The Directors to retire at such
Annual General Meeting shall be the Directors (other than
Managing Director or Whole time Director and /or any other
Director or Directors who by vitue of the provision of any
agreement referred to in Article 107 are not liable to
retire) who shall have been longest in office since their
last election. As between Directors who became Directors on
the same day those to retire shall (in default of agreement
between them) be determined by lot. For the purpose of this
Article, a Director appointed to fill a vacancy under the
provisions of Article 104 shall be deemed to have been in
office since the date on which the Director, in whose place
he has been appointed was last elected as a Director.114
    
    Retiring Director eligible for reelection
    
    A retiring Director shall be eligible for reelection and
shall act as a Director throughout the meeting at which he
retires.
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##### 



PROCEEDINGS OF DIRECTORS
 115
    
    Meeting of Directors
    
    The Directors shall
meet together atleast
once in every three
months for the despatch
of business and may
adjourn and otherwise
regulate their meetings
and proceedings as they
think fit. Provided
that at least four such
meetings shall be held
in a year. Notice of
every meeting of the
Directors shall be
given in writing by a
Director or such other
officer of the company
duly authrised in this
behalf to every
Director whether within
or outside India. Such
notice shall be sent at
his usual address in
India.115A
    
    
    
    Subject to the
applicable provisions
of the Companies Act,
1956 or any other
applicable provisions
as may be stipulated by
the regulatory
authorities, the
Company shall have
powers to hold the
meeting of board and
committees thereof
through video
conferencing or
tele-conferencing.116
    
    Quorum
    
    Subject to Section 287
of the Act, the quorum
for a meeting of the
Board of Directors
shall be on third of
its total strength
excluding Directors, if
any, whose places may
be vacant at the time
and any fraction
contained in that
one-third being rounded
off as one, or two
Directors, whichever is
higher, provided that
where at any time the
number of interested
Directors exceeds or is
equal to two-third of
the total strength, the
number of the remaining
Directors who are not
interested present at
the meeting being not
less than two shall be
the quorum during such
time.117
    
    Adjournment of meeting for want of quorum
    
    If a meeting of the
Board cannot be held
for want of a quorum
then the meeting shall
stand adjourned to such
day, time and place as
the Director or
Directors present at
that time may fix.
Notice of the
adjournment of the
meeting shall be given
to all the Directors in
the manner prescribed
under Article 115.118
    
    Chairman
    
    The Directors may from
time to time, elect
their number to be the
Chairman of the Board
of Directors and
determine the period
for which he is to hold
office but if no such
Chairman is elected, or
if at any Meeting of
the Board of Directors
the Chairman is not
present within five
minutes of the time
appointed for holding
the same, the Directors
present shall choose
one of their number to
be the Chairman of such
meeting.119
    
    Who to preside at the meeting of the Board
    
    All meetings of the
Directors shall be
presided over by the
Chairman, if present,
but it at any meeting
of the Directors the
Chairman be not
present, at the time
appointed for holding
the same in that case,
the Directors shall
choose one of the
Directors then present
to preside at the
Meeting.120
    
    Question at Board Meeting Committee how
decided
    
    Questions arising at
any meeting shall be
decided by a majority
of votes, and in case
of an equality of
votes, the Chairman of
the meeting (whether
the Chairman appointed
by virtue of these
Articles or the
Director presiding at
such meetings) shall
have a second or
casting vote.121
    
    Directors may appoint committees
    
    Subject to the
provisions of Section
292 and other
provisions of the Act,
he Directors may
delegate any of their
powers to committee
consisting of members
of their body as they
think fit, and they may
form time to time,
remove and discharge
any such committee
either wholly or in
part, and either as to
persons of purpose, but
every committee so
formed shall, in the
exercise of power
delegated, conform to
any regulations that
may from time to time
be imposed on it by the
Directors. All acts
done by any such
committee in conformity
with such regulations
and in fulfillment of
the purposes of their
appointment but not
otherwise, shall have
the like force and
effect as if done by
the Board.122
    
    Meeting of Committee how to be governed
    
    The meeting and
proceeding of any such
committee shall be
governed by the
provisions herein
and/or in the Act
contained for
regulating the meeting
and proceeding of
Directors so far as the
same are applicable
thereto, and are not
superseded by any
regulation made by the
Directors under the
last proceeding
article.
  28




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##### 



123
    
    Resolution by circulation
    
    a.
    
    Subject to the
provisions of Section
289 and 292 of the Act,
resolutions passed by
circulation without a
meeting of the Board or
of a committee of
the Board appointed under Article 121 shall
subject to the provisions of sub-clause (2)
hereof and of the Act be as valid and effectual
as a resolution duly passed at a meeting of the
Directors or of a committee duly called and
held.b.
    
    A resolution shall be deemed to have been
duly passed by the Board or of a committee
thereof by circulation if the resolution has
been circulated in draft together with the
necessary papers if any to all the directors or
to all the Members of the committee at their
respective addresses, registered with the
company and has been approved by a majority of
the Directors Members of the committee as are
entitled to vote, on the resolution.124
    
    Acts of Board or
committee valid
notwithstanding
defect in appointment
    
    Subject to the provisions of the Act and these
Articles, all acts done by any meeting of the
Directors or a committee of directors or by any
person acting as a director shall
notwithstanding that it shall afterwards be
discovered that there was some defect in the
appointment of such directors or persons acting
as aforesaid or that they or any of them were
or was disqualified, be as valid as if every
such person had been duly appointed and was
qualified to be director.
 POWER OF THE BOARD OF DIRECTORS
 125
    
    General Powers
    
    
    i.
    
    
    Subject to
the provisions of
the Act the Board
shall be entitled
to exercise, all
such powers and to
do all such acts
and things, as the
company is
authrised to
exercise and do in
furtherance of its
objects, specified
in the Memorandum
of Association for
which the company
is established
except such powers
as are required by
the Act or the
Memorandum or Articles of Association of the
Company to be exercised or done
by the company in General Meeting. In exercising any such powers or doing any
such acts or things the Board shall be
subject to the
provisions
contained in the
behalf in the
Memorandum or
Articles of the
Company or in any
regulations not
inconsistent
therewith and duly
made thereunder,
including
regulations made by
the Company in
General Meeting.ii.
    
    
    No regulation
made by the Company
in General Meeting
shall invalidate
any prior act of
the Board which
have been valid if
that regulation had
not been made.126
    
    Specific powers of the Board
    
    

    Without prejudice to the general powers conferred by
the preceding Article and without
prejudice to the
other powers
conferred by these
Articles, but
subject o the
restrictions
contained in the
last preceding
Article, the
Directors shall
have following
powers, that is to
say the power:To pay commission and interest
    
    
    1.
    
    
    To pay and charge to the
capital account of
the company any
commission or
interest lawfully
payable under the
provisions of
Sections 76 and 208 of the Act.To acquire property
    
    
    2.
    
    
    Subject to
the provisions of sections 292, 297
and 299 of the Act, to purchase or
otherwise acquire for the company any
property rights or privileges which
the Company is authrised or acquire, at or for
such price or
consideration and
generally on such
terms and
conditions as they
may think fit, and
in any such
purchase or other
acquisition to
accept such title
as the Directors
may believe or may
be advised to be
reasonably satisfactory.To pay for property in
debentures, etc.,
    
    
    3.
    
    
    At their discretion and subject to
provisions of the
Act to pay for any
property, rights or
privileges acquired
by or services
rendered to the
company, either
wholly or partially
in cash or in
shares, bonds,
debentures,
mortgages, or other
as fully paid up
and any such bonds,
debentures,
mortgages or other
securities may be
either specifically
charged upon all or
any part of the
property of the
company and its
uncalled capital or
not so charged.
  29




---



##### 



To insure properties
    
    
    4.
    
    
    To insure and keep
insured against
loss or damage by
fire or otherwise
for such period and
to such extent as
they may think
proper all or any
part of the
buildings machinery
goods stores
produce and other
movable property of
the company either
separately or
jointly; also to
insure all or any
potion of the goods
produced machinery
and other articles
imported or
exported by the
company and to
sell, assign,
surrender or
discontinue any
polices of
assurance effected
in pursuance of
this power.To open account
    
    
    5.
    
    
    To open accounts
with any bank or
bankers or with any
company firm or
individual and to
pay money into and
draw money from any
such account from
time to time as the
Directors may think
fit.To secure contracts by mortgage
    
    
    6.
    
    
    To secure the
fulfillment of any
contracts,
agreement or
engagements entered
into by the company
by mortgage or
charge of all or
any of the property
of the company and
its uncalled
capital for the
time being or in
such manner as they
may think fit.To appoint trustees
    
    
    7.
    
    
    To appoint any
persons or person
(whether
incorporated or
not) to accept and
hold in trust for
the company any
property belonging
to the company or
in which it is
interests, or for
any other purposes
and to execute and
do all such acts
and things as may
be required in
relation to any
such trust, and to
provide for the
remuneration of
such trustee or
trustees.To bring and defend actions etc.,
    
    
    8.
    
    
    To institute,
conduct, defend,
compound, or
abandon any legal
proceedings by or
against the company
or its officers or
otherwise
concerning the
affairs of the
company and also to
compound and allow
time for payment or
satisfaction of any
debts due or of any
claims or demands
by or against the
company, and to
refer any claims or
demands by or
against the
company, or any
differences to
arbitration and
observe and perform
any awards made
thereon.To act in matters relating to insolvents
    
    
    9.
    
    
    To act on behalf of
the company in all
matters relating to
bankrupts and,
insolvents.To give receipts
    
    
    10.
    
    
    To make and give
receipts, releases,
and other
discharges for
money payable to
the company and for
the claims and
demands of the
company.To invest moneys
    
    
    11.
    
    
    Subject to the
provisions of
section 292,293
(1), 295,370,372
and 373 of the Act,
to invest and deal
with any moneys of
the company not
immediately
required for the
purpose thereof,
upon such security
(not being shares
of this
company) or without
security and in
such manner as they
may think fit, and
from time to time
to vary or release
such investment.
Save as provided in
section 49 of the
Act, all
investments shall
be made and held in
the companys own
name.To give security by way of indemnity
    
    
    12.
    
    
    To execute in the
name and on behalf
of the company in
favour of the
person who may
incur any personal
liability whether
as principal or
surety 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 such powers
provisions,
covenants and
agreements as shall
be agreed upon.To authrise signing of receipts cheques
etc.
    
    
    13.
    
    
    To determine from
time to time who
shall be entitled
to sign, on the
companys behalf
bills, notes,
receipts,
acceptances,
endorsements,
cheques, dividend
warrants, releases,
contracts and
documents and to
give the necessary
authority for such
purpose.To give percentages
    
    
    14.
    
    
    To distribute by
way of bonus
amongst the staff
of the Company a
share or shares in
the profits of the
company and to give
to any officer or
other person
employed by the
company a
commission on the
profits of any particular business or
transaction and to charge
such bonus or commission as
part of the working expenses
of company.
  30




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##### 



To give gratitudes etc.,
    
    
    15.
    
    
    To provide for the welfare of
the Directors or Ex-Directors or the Employees
or Ex-employees of the
company and the wives, widows
and families or the
dependents of connections of
such persons by building or
contributing to the building
of houses, dwellings or
chawls or by grants of money
pensions, gratuities,
allowances, bonus or other
payments or by creating and
from time to time subscribing
to provident and other
associations, institutions
funds to trusts and by
providing or subscribing or
contributing towards places
of instruction and recreation
hospital and dispensaries,
medical and other attendance
and other assistance as the
Board of Directors shall
think fit; and to subscribe
or contribute or otherwise to
assist or to guarantee money
to charitable benevolent,
religious, scientific
educational or other
institutions or objects or
for any exhibition, or for
any public general or useful
object.To establish reserve funds
    
    
    16.
    
    
    Before recommending any
dividend, to set aside out of
the profits of the company
such sums as they may think
proper for depreciation fund,
or to an insurance fund, or
as a reserve fund, or sinking
fund or any special fund to
meet contingencies or to
repay debenture stock, or for
special dividends or for
equalising dividends or for
repairing, improving
extending and maintaining any
of the property of the
company, and for such other
purposes (including the
purpose referred to in the
preceding sub-article) as the
Board of Directors may, in
their absolute discretion,
think conducive to the
interest of the company, and
to invest the several sums so
set aside, or so much thereof
as required to be invested,
upon such investments (other
than shares of the company)
as they may think fit, and
from time to time deal with
and think fit, and from time
to time deal with and vary
such investment and dispose
of and apply and expand all
or part thereof for the
benefit of the company, in
such manner and for such
purpose as the Board of
Directors in their absolute
discretion think conducive to
the interest of the Company,
notwithstanding that the
matters to which the Board of
Directors apply or upon which
they expand the same, or any
part thereof may be matters
to or upon which the capital
moneys of the company might
rightly be applied or
expanded and to divide the
Reserve Fund into such
special funds as the Board of
Directors may think fit and
to employ the assets
constituting all or any of
the above funds, including
the depreciation fund, in the
business of the company or in
the purchase or repayment or
debentures or debenture stock
and that without being bound
to keep the same separate
from the other assets, and
without being bound to pay
interest on the same with
power however to the Board of
Directors at their discretion
to pay or allow to the credit
of such funds interest at a
rate as the Board of
Directors may think proper.To appoint servants
    
    
    17.
    
    
    To appoint and, at their
discretion, remove or suspend
such managers, secretaries,
officers, assistants,
supervisors, clerks, agents
and servants for permanent
temporary or special services
as they may from time to time
think fit, and to determine
their power and duties and
fix their salaries emoluments
or remuneration and to
require security in such
instances and to such amount
as they may think fit. And
also without prejudice as
aforesaid from time to time
or at any time 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 think fit, and the
provisions contained in the
three next following clauses,
shall be without prejudice to
the general powers conferred
by this cause.Local laws
    
    
    18.
    
    
    To comply with the
requirements of any local law
which in their opinion it
shall in the interest of the
company be necessary or
expedient to comply with.
  31




---



##### 



Local Committee
    
    
    19.
    
    
    From time to time and any time
to establish any local
committee for managing any of
the affairs of the company in
any specified locality in
India or elsewhere and to
appoint any persons to be
members of such Local
Committee or any managers or
agents and to fix their
remuneration.Delegation of powers of Local
Committee etc.,
    
    
    20.
    
    
    Subject to the provisions of
Section 292 of the Act to
delegate to any such local
committee or any member or
members thereof or any
managers or agents so
appointed any of the powers
authorities and discretions
for the time being vested in
the Board of Directors and to
authrise the members for the
time being of any such Local
Committee or any of them to
fill up any vacancies therein
and act notwithstanding
vacancies and any such
appointment or delegation
under clause 19 of this
Article may be made on such
terms and subject to such
condition as the Board of
Directors may think fit and
the Board of Directors may at
any time remove any person so
appointed and may annual or
vary any such delegation.Powers of attorneys
    
    
    21.
    
    
    At any time and from time to
time by power of Attorney
under the seal of the company,
to appoint any persons to be
the Attorney or Attorneys of
the company, for such purpose
and discretions and for such
periods and subject to such
conditions as the board of
directors may from time to
time think fit.May enter into contracts etc.
    
    
    22.
    
    
    Subject to the provisions of
section 294, 297 and 300 of
the Act to enter into 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 for or in
relations to any or the
matters aforesaid or otherwise
for the purpose of the
company.Delegation of powers
    
    
    23.
    
    
    Generally subject to the
provisions of the Act and
these Articles to delegate the
powers, authorities and
dissections vested in the
Directors to any person, firm
company or fluctuating body or
persons as aforesaid.24.
    
    
    From time to time to make,
vary and repeal by laws for
the regulations of the
business of the company its
officers and servants.MANAGING OR WHOLE-TIME DIRECTORS127
    
    Power to appoint managing or
whole time Directors
    
    
    Subject to the provisions of
the Act, the Directors may from
time to time appoint one or
more of their body to be
Managing Director or Managing
Director (in which expression
shall be included a Joint
Managing Director) or
whole-time Director or
whole time Directors of the
company for such term not
exceeding five years at a time
as they may think fit, and may
from time to time remove or
dismiss him or them from office
and appoint another or others
in his or their places.128
    
    What provisions they shall be
subject to
    
    
    Subject to the provisions of
the Act and of these articles,
a Managing Director or a whole
time Director shall not, while
he continues, to hold that
office, be subject to
retirement by rotation under
these Articles but he shall be
subject to the same provision
as to resignation and removal
as the other Directors of the
Company and he shall ipso-facto
and immediately cease to be a
Managing Director or whole time
Director if he ceases to holds
the office of Director for any
cause provided that if at any
time the number of Director
(including the Managing
Director or whole time
Director) who are not subject
to retirement by rotation shall
exceed one third of total
number of Directors for the
time being, then such Managing
Director or whole time Director
or the whole time Directors, as
the, Directors may from time to
time select, shall be liable to
retirement by rotation in
accordance with these Articles
to the extent that the
Directors not liable to
retirement by rotation shall
not exceed one-third of the
total number of Directors for
the time being.
  32




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##### 



129
    
    Remuneration of
Managing or whole-
time Directors
    
    
    Subject to the provisions of the Act
and to the approval of the company
in general meeting the remuneration
of a Managing Director or whole-time
Directors shall from time to time be
fixed by the Directors, and may be
by way of fixed salary, or
commission on profits of the company
or by participation in any such
profits or by any or all of those
modes.130
    
    Powers and duties of
Managing or whole-time directors
    
    
    Subject to the superintendence,
control and direction o the board of
Directors, the day to day management
of the company may be entrusted to
the Director or Directors appointed
under Article 127 with power to the
board to distribute such day to day
functions among such Directors, if
more than one, in any manner as
directed by the board. The board may
from time to time, entrust to and
confer upon a Managing director or
whole-time director of the time
being, save as prohibited in the
Act, such of the powers exercisable
under these presents by the
Directors as they may think fit and
may confer such power for such time
and to be exercised for such objects
and purposes and upon such terms and
conditions with such restrictions as
they think expedient and they may
form time to time revoke, withdraw,
alter or vary all or any of such
powers.MANAGEMENT ABROAD131
    
    Management abroad
    
    
    The Directors may make such
arrangements as may be thought fit
for the management of the companys
affairs abroad, and may for this
purpose (without prejudice to the
generality of their powers) appoint
local boards, attorneys and agents
and fix their remunerations and
delegate to them such powers as may
be deemed request or expedient. The
company may have for use abroad such
official seal as is provided for by
section 50 of the Act, such seal
shall be affixed by the, authority
and in the presence of, and the
instruments sealed therewith shall
be signed by such persons as the
Directors shall from time to time by
writing under the seal appoint. The
company may also exercise the powers
of keeping foreign Registers as
provided by the Act.THE SEAL132
    
    The seal, its custody
and use
    
    
    The Board shall provide a common
seal for the purposes of the company
and shall have power from time to
time to destroy the same and
substitute a new seal in lieu
thereof, and the board shall provide
for the safe custody of the seal for
the time being and the seal shall
never be used except by or under the
authority of the Board or committee
of Directors.133
    
    Deeds how executed
    
    
    Every deed or other instrument to
which the seal of the company is
required to be affixed shall unless
the same is executed by a duly
constituted attorney of the company,
be signed by two Directors or a
Director and the secretary if any,
or the person authrised by the board
for the purpose provided
nevertheless, that certificates of
debentures may be signed by one
Director only or by the secretary of
the company or by an attorney of the
company duly authrised in this
behalf and certificate of shares
shall be signed as provided in
article 13.DIVIDENDS134
    
    Division of profits
    
    
    The profits of the company subject
to special rights if any relating
thereto created or authrised to be
created by the Memorandum or these
articles, and subject to the
provisions of these articles, shall
be divisible among the members in
proportion to the amount of the
capital paid upon the shares held by
them respectively. Provided always
that subject as aforesaid, any
capital paid up on a share during
the period in respect of which a
dividend is declared shall unless
the board otherwise determine only
entitle the holder of such share to
an apportioned amount such dividend
as from the date of payment.
  33




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##### 



135
    
    Dividends in proportion to
    
    
    The company may pay dividends in proportion to the amount
paid up or credited as paid up on some shares than on
others, subject to the provisions of sections 91 and 92 of
the Act.136
    
    Company in General
Meeting may declare a
dividend
    
    
    1.
    
    
    The company in general meeting may declare a dividend
to be paid to the members according to their rights and
interest in the profits and subject to the provisions of
the Ac, may fix the time for payment when a dividend has
been so declared the warrant in respect thereof shall be
posted within forty two days from the date of declaration
to the shareholders entitled to the payment of the same.2.
    
    
    No large dividend shall be declared than is recommended
by the directors, but the company in Annual general
meeting may declare a smaller dividend. Subject to the
provisions of the Act and in particular section 205
thereof, no dividend shall be payable except out of the
profit of the year or any other undistributed profits of
the company and the declaration of the directors as to the
amount of the net profits of the company shall be
conclusive.3.
    
    
    No dividend shall carry interest as against the company.137
    
    Interim dividend
    
    
    Subject to the provisions of the Act, the Directors may
from time to time pay the members on account of the
current year such interim dividends as in their judgment
the position of the company justifies.138
    
    No member to receive
dividend whilst
indebted to the
company and
companys right to
reimbursement thereon
    
    
    No members shall be entitled to receive payment of any
interest or dividend in respect of his share or shares,
whilst any money may be presently due or owing from him to
the company in respect of such share or shares or
otherwise however, either alone or jointly with any other
person or persons; and the Directors may without prejudice
to any other right or remedy of the company deduct from
the interest or dividend payable to any member all sums of
money so due from him to the company.139
    
    Unclaimed dividend
    
    
    Where a dividend has been declared by the company but has
not been paid, or the warrant in respect thereof has not
been posted within forty two days from the date of the
declaration, to any shareholder entitled to the payment of
the dividends, the company shall, within seven days from
the date of expiry of the said of forty two days, transfer
the total amount of dividend which remains unpaid into the
special, account to be opened by the company in that
behalf in any scheduled bank to be called Unpaid Dividend
Account, and all the other provisions of Section 205A
of the Act in respect of such unpaid dividend or any part
thereof shall be applicable, observed, performed and
complied with and that there shall be no forfeiture of
unclaimed dividends.140
    
    Transfer of share must
be registered
    
    
    A transfer of shares shall not pass the right to any
dividend declared thereon before the registration of
transfer.141
    
    Dividends how remitted
    
    
    Unless otherwise directed by any member any dividend may
be paid by cheque or warrant sent through the post to the
registered address of member or person entitled or in case
of joint holders to one of them first named in Register of
Members in respect of the joint holding or to such person
and to such address as the member or joint holder may in
writing direct. The company shall not be liable for any
cheque or warrant lost transmission or for any dividend
lost to the member or person entitled thereof, by the
forged endorsement of a cheque or warrant or the
fraudulent recovery thereof by any other means.142
    
    Dividend and call
together
    
    
    Any general meeting declaring a dividend may make a call
on the members for such amount as the meeting fixed, but
so that the call on each member shall not exceed dividend
payable to him and so, that the call be made payable at
the same time as the dividend, and that the dividend may,
if so arranged between the company and the members be set
off against the calls.
  34




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##### 



143.
    
    Special power in relation
to satisfaction of dividends
    
    
    No dividend shall be payable except in cash, provided that
nothing in this article shall be deemed to prohibit the
capitalisation of profits or reserves of the company for
the purpose of issuing fully paid up bonus shares or paying
up any amount for the time being unpaid on any shares held
by the members of the company.CAPITALISATION144
    
    CapitalisationAmended under
scheme of
arrangement
sanctioned
vide order of
the Honble
High Court of
Judicature of
Andhra
Pradesh at
Hyderabad
dated July
19, 2010.
    
    
    1.
    
    
    Any General Meeting may resolve that any monies,
investments or other assets forming part of the undivided
profits (including profits or surplus monies arising from
the realisation and where permitted by law, from the
appreciation in value of any capital assets of the company)
or any amount standing to the credit of the Share Premium
Account or the Capital Redemption Reserve Account or the
General Reserve or any other reserve or fund of the company
or in the hands of the company and available for dividend
may be capitalized. Any such amount (excepting the amount
standing to the credit of the Share Premium Account and/ or
the Capital Redemption Reserve Account) may be capitalized
in either of the following ways, or partly in one way and
partly in another:a.
    
    
    by the issue and distribution as fully paid up shares,
debentures, debenture stock or other securities or
obligations of the Company; orb.
    
    
    by crediting the shares of the company which may have been
issued and are not fully paid up with the whole or any
part of the sum, remaining unpaid thereon. Provided that
any amounts standing to the credit of the Share Premium
Account may be applied in:i.
    
    paying up unissued shares of the company to be issued to
the members of the company as fully paid bonus sharesii.
    
    in writing off the preliminary expenses of the companyiii.
    
    in writing off the expenses of, or the commission paid
or discount allowed on any issue of shares or debentures of
the company; oriv.
    
    in providing for the premium payable on the redemption
of any redeemable preference shares or debentures of the
company.Provided further that any amount standing to the credit of
the Capital Redemption Reserve Account shall, for the
purposes of this Article, be applied only in paying up
unissued shares of the Company to be issued to the members
of the Company as fully paid bonus shares.2
    
    
    Such issue and distribution under sub-clause (1)(a) above
and such payment to the credit of unpaid share capital
under sub-clause (1)(b) above shall be made to, amongst or
in favour of the members entitled thereto and in accordance
with their respective rights and interests and in
proportion to the amount of capital paid up on the shares
held by them respectively in respect of which such
distribution under such-clause (1)(a) or payment under
sub-clause (1)(b) above shall be made on the footing trial
such members become entitled thereto as capital.3
    
    
    The Directors shall give effect to any such resolution and
apply such portion of the profit, General Reserve Fund or
any other fund or account as aforesaid as may be required
for the purpose of making payment in full for the shares,
debentures or debenture stock, or other securities or
obligations of the Company so distributed under sub-article
(1)(a) above or (as the case may be) for the purpose of
paying, in whole or in pan,the amount remaining unpaid on
the paid up capital under sub-article (1)(a) above provided
that no such distribution or payment shall be made unless
recommended by the Directors and if so recommended such
distribution and payment shall be accepted by such members
as aforesaid in full satisfaction of their interest in the
capitalised sum.
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##### 



4.
    
    
    For the purpose of giving
effect to any such resolution
the directors may settle any
difficulty which may arise in
regard to the distribution or
payment as foresiad as they
think expedient and in
particular they may issue
fractional certificates and fix
the value for distributions of
any specific assets and may
determine that cash payment be
made to any members on the
footing of the value so fixed
and that fraction of less value
than Rs. 1/-may be disregarded
in order to adjust the right of
all parities and may vest any
such, cash, shares in trustee
upon such trust for the persons
entitled thereto as may seem
expedient to the Directors and
generally may make such shares,
and fractional certificates or
otherwise as they may think
fit.5.
    
    
    Subject to the provisions of
the Act and these Articles in
case where some of the shares
of the Company are fully paid
and others are partly paid
only, such capitalisation may
be effected by distribution of
further shares in respect of
the fully paid shares, and/or
by crediting the partly paid
shares with the whole or part
of the unpaid liability thereon
but so that between the holders
of the fully paid shares, and
the partly paid shares the sum
so applied in payment of such
further shares and in the
extinguishing or diminishing of
the liability on the partly
paid shares shall be applied
prorata in proportion to the
amount then already paid or
credited as paid on the
existing fully paid and partly
paid shares respectively.Power to sell fractional
certificate
    
    
    6.
    
    
    If and whenever shares become
held by any member in fraction
the Directors may subject to
the provisions of the Act and
these Articles sell these
shares which members hold in
fractions for the best price
reasonably obtainable and shall
pay and distribute to and
amongst the members entitled to
such shares in due proportion
to the net proceeds thereof.
For the purpose of giving
effect to such sale the
Directors may authorise any
persons to transfer the shares
be sold to the purchaser
thereof comprised in any such
transfer and he 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 proceeding in
reference to the sale.ACCOUNTS145.
    
    Books of accounts to be kept
    
    
    The company shall keep proper
books of accounts as required
by the Act in particular under
Section 209 thereof.146.
    
    Inspection by members
    
    
    The Directors shall, from time
to time determine whether and
to what extent and at what
places and under what
conditions or regulation the
accounts, books and documents
of the Company or any of them,
shall be open to the
inspection of the members, and
no member (not being a
director) shall have any right
of inspecting any accounts,
books or documents of the
Company except as conferred by
the statute or authorised by
the Directors or by a
resolution of the Company in
General Meeting.147.
    
    Statement of accounts to be
furnished to general meeting
    
    
    The Board of directors shall
lay before each Annual General
Meeting a duly authenticated
Balance Sheet and Profit and
Loss Account along with its
report made up in accordance
with the provisions of Article
150.148.
    
    Authentication of Balance Sheet
and Profit and Loss Account
    
    
    1.
    
    
    Save as provided by
clause (2) every Balance Sheet
and every Profit and Loss
Account of the Company shall
be signed on behalf of the
Board of Directors by its
Secretary, if any, and by not
less than two Directors of the
Company, one of who shall be
the Managing Director, if
there is or are any.
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##### 



2.
    
    
    The Balance Sheet and the Profit and Loss Account shall be
approved by the Board of Directors before they are signed on behalf
of the Board in Accordance with the provision of this Article and
before they are submitted to Auditors for their report thereon.149.
    
    Profit and Loss
Account to be
annexed Auditors
reports to be
attached to the
Balance
Sheet
    
    
    The Profit and Loss Account shall be annexed to the Balance Sheet and
Auditors Report (including the Auditors separate, special or
supplementary report, if any) shall be attached thereto.150.
    
    Boards report to be
attached to Balance Sheet
    
    
    Every Balance sheet laid before the Company in Annual General
Meeting shall, have attached to it a Report by the Board of
Directors in accordance with the provisions of Section 217 of the
Act.151.
    
    Accounts when audited
and approved to be conclusive
    
    
    Every Balance sheet and Profit and Loss Account of the Company when
audited and adopted by an Annual General Meeting shall be
conclusive.AUDIT152.
    
    Accounts to be audited
    
    
    Every Balance Sheet and Profit and Loss Account shall be audited by
one or more auditors to be appointed as hereinafter mentioned.153.
    
    Audit
    
    
    a.
    
    
    Once at least in very year, the accounts of the Company shall
be examined and the correctness of the profit and loss account and
balance sheet ascertained by the auditor or auditors of the Company.Appointment and remuneration
of
    
    
    b.
    
    
    The Company at each annual general meeting shall appoint an
auditor or auditors to hold office until the conclusion of the next
annual general meeting and their appointment remuneration rights and
duties shall be regulated by Sections 224 to 227 of the Act.Audit of the account of
branch of the Company
    
    
    c.
    
    
    Where the Company has a branch office the Provision of Section
228 of the Act shall apply.Right of auditors to attend
general meeting
    
    
    d.
    
    
    All notices or there other communications relating to any
General Meeting of the Company which any member of the Company is
entitled to have sent to him shall also be forwarded to the auditors
of the Company and the auditors shall be entitled to attend any
General Meeting and to be heard at any general meeting which they
attend on any part of the business which concerns them as auditors.e.
    
    
    The Auditors report shall be read before the Company in
Annual General Meeting and shall be open to inspection by any member
of the Company.DOCUMENTS AND SERVICE OF DOCUMENTS154.
    
    How documents to be sent
to members
    
    
    A document (which expression of this
purpose shall be deemed to include
and shall include any summon,
notice, requisition, to or in the
winding up of the Company) may be
served or sent by the Company on or
to any member in the manner
prescribed by section 53 of the Act.
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##### 



155.
    
    Persons becoming
entitled of shares
bounds by documents
served to previous
person
    
    
    Every person, who by operation of
law, transfer or by other means
whatsoever, shall become entitled
to any share, shall be bound by
every document in respect of such
shares which, previously to his
name and address being entered on
the register shall have been duly
served on or sent to the person
from whom he derives his title to
share.156.
    
    Notice on Company
    
    
    All notices to be given on the
part of members shall be left at
or sent by registered post or
under certificate of posting to
the registered office of the
Company.157.
    
    
    
    
    Any notice to be given by the
company shall be signed by such
director or secretary or officer
as the board may appoint the
signature or any notice to be
given by the company may be
written or printed or lithographed
or be affixed by any other
mechanical means.AUTHENTICATION OF DOCUMENTS158.
    
    Authentication of
documents and
proceedings
    
    
    save as otherwise expressly
provided in the act or these
articles, a document or proceeding
requiring authentication by the
company may be signed by a
director, or secretary or an
authorised officer of the company
and need not be under its seal.159.
    
    Reconstruction
    
    
    On any sale of the undertaking of
the Company the Directors or
Liquidator on a winding up may, if
authorised by a special
resolution, accept fully paid or
partly, paid up shares, debentures
or securities of any other
Company, whether incorporated in
India or not, either then existing
or to be formed for the purchase
in whole or in part of the
property of the Company. The
liquidates (in winding up) may
distribute such shares or
securities, or any other property
of the Company amongst the
contributories without realisation
or vest the same in trustees for
them and may if authrised by
Special Resolution provide for the
distribution or appropriation of
the Cash, shares, or other
securities benefits or property
otherwise than in accordance with
the strict legal rights of the
contribution of the Company, and
for the valuation of any of such
securities or property at such
price and in such manner as the
meeting may approve, and the
contributories shall be bound to
accept and shall be bound by any
valuation or distribution so
authrised and waive all rights in
relation thereto, save such
statutory rights (if any) under
the Act as are incapable of being
varied or excluded by these
presents.WINDING UP160.
    
    Distribution of assets
    
    
    If the Company shall be wound up,
and the assets available for
distribution among the members as
such shall be insufficient to
repay the whole of the paid up
capital such assets be distributed
so that as nearly as may be the
losses shall be by the members in
proportion to the capital paid up,
or which ought to have been paid
up (other than the amount of calls
paid in advance), at the
commencement of the winding up, on
the shares held by them
respectively and if in a winding
up the assets available for
distribution among the members
shall be more than sufficient to
repay the whole of whole of the
capital paid up at the
commencement of the winding up,
the excess shall be distributed
amongst the members in proportion
to the capital at the commencement
of the winding up, or which ought
to have been paid on the shares
held by them respectively. But
this article is to be without
prejudice to the rights of the
holders of shares issued upon
special terms and conditions:161.
    
    Distribution in specie
and kind
    
    
    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,
inspecie or kind, the whole or any
part of the assets of the Company,
whether it shall consist of
property, of the same kind or not.
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##### 



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 or
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
benefits of the contributors as
the Liquidator, with the like
sanction, thinks fit, but so that
no member shall be compelled to
accept any shares, or other
securities whereon there is any
liability.162
    
    Secrecy Clause
    
    
    The Members shall not be entitled
do visit or inspect the Companys
works without the permission of
the Board or Manager or Secretary
or to require discovery of or any
information respecting any detail
of the Companys trading or any
matter which is or may be in the
nature of a trade secret, mystery
of trade or secret process which
may relate to the conduct of the
business of the Company and which
in the opinion of the Board, it
will be inexpedient in the
interest of the Company to
communicate to the public.INDEMNITY AND RESPONSIBILITY163
    
    Director and other
officers right or
indemnity
    
    
    a.
    
    
    Subject to the provisions
of Section 210 of the Act, every
Director, Secretary and other
officer or employee of the
Company shall be indemnified by
the Company against and it
shall be the duty of directors to
pay out of the Company all costs,
losses and expenses (including
travelling expenses) which any
such director, secretary or
officer or employee may incur or
become liable to be reason of any
contract entered into or act or
deed done by him as such director,
secretary or officer or employee
or in any way in the discharge of
duties.b.
    
    
    Subject to as aforesaid
every director, secretary or
other officer or employee of the
Company shall be indemnified
against any liability incurred by
them in defending any proceeding
whether civil or criminal in which
judgment is given in their or his
favour or in which he is acquitted
or in connection with any
application under Section 633 of
the Act, in which relief is given
to him by the court.164
    
    Directors and Officers
not responsible for act
of others
    
    
    Subject to the provisions of
Section 201 of the Act, no
Director other officer of the
Company shall be liable for the
acts, receipts, neglects, or
defaults of any Director or
officers or for joining in any
receipt or other act of conformity
or for any loss or expenses
happening to the Company through
insufficiency or deficiency of
title of any property acquired by
order of the Directors for or on
behalf of the Company or for
insufficiency or deficiency of any
security in or upon which any of
the moneys of the company shall be
invested or for any loss or damage
arising form the bankruptcy,
insolvency or tortuous acts of any
person company body corporate or
corporation with whom any money
securities or effect shall be
entrusted or deposited, or for any
other loss or damage or misfortune
whatsoever which shall happen in
the execution of the duties of his
office or in relation thereto
unless the same happens through
his willful misconduct or neglect
or dishonesty.
  39




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##### 



Name, address, descriptionName, Addresses, Descriptions and
    
    Signature of
    
    occupation and signature ofS. No.
    
    occupations of the subscribers
    
    Subscribers
    
    witness.1.
    
    Dr. KALLAM ANJI REDDYS/o. Venkata Reddy
    
    Sd/-6/3/347/6, Dwarakapuri Colony,Hyderabad  500 004.Occ: Industrialist2.
    
    KALLAM SAMRAJYAM
    
    
    
    G.S.S. SRINIVASW/o. Anji Reddy
    
    Sd/-
    
    Chartered Accountant6/3/347/6, Dwarakapuri Colony,
    
    
    
    S/o. Sri. G. Balakrishna RaoHyderabad  500 004.
Occ: Housewife
    
    
    
    5-2-422, Hyderbasti, R.P Road,
Secunderabad.
  th
  40