article of association
for
sikone infotech (opc) private limited,
a company limited by shares
interpretation
article i
in these regulations --
“the act” means the companies act, 2013,
“the seal” means the common seal of the company.
unless the context otherwise requires, words or expressions contained in these regulations shall bear the same meaning as in the act or any statutory modification thereof in force at the date at which these regulations become binding on the company.
"one person company" means a company which has only one person as a member
"private company" means a company having a minimum paid-up share capital as may be prescribed, and which by its articles,—
restricts the right to transfer its shares;
except in case of one person company, limits the number of its members to two hundred:
provided that where two or more persons hold one or more shares in a company jointly, they shall, for the purposes of this clause, be treated as a single member:
provided further that—
persons who are in the employment of the company; and
persons who, having been formerly in the employment of the company, were members of the company while in that employment and have continued to be members after the employment ceased,
shall not be included in the number of members; and
prohibits any invitation to the public to subscribe for any securities of the company;
share capital and variation of rights
article 1
subject to the provisions of the act and these articles, the shares in the capital of the company shall be under the control of the directors who may issue, allot or otherwise dispose of the same or any of them to such persons, in such proportion and on such terms and conditions and either at a premium or at par and at such time as they may from time to time think fit.
article 2
every person whose name is entered as a member in the register of members shall be entitled to receive within two months after incorporation, in case of subscribers to the memorandum or after allotment or within one month after the application for the registration of transfer or transmission or within such other period as the conditions of issue shall be provided, --
one certificate for all his shares without payment of any charges; or
several certificates, each for one or more of his shares, upon payment of twenty rupees for each certificate after the first.
every certificate shall be under the seal and shall specify the shares to which it relates and the amount paid-up thereon.
in respect of any share or shares held jointly by several persons, the company shall not be bound to issue more than one certificate, and delivery of a certificate for a share to one of several joint holders shall be sufficient delivery to all such holders
article 3
if any share certificate be worn out, defaced, mutilated or torn or if there be no further space on the back for endorsement of transfer, then upon production and surrender thereof to the company, a new certificate may be issued in lieu thereof, and if any certificate is lost or destroyed then upon proof thereof to the satisfaction of the company and on execution of such indemnity as the company deem adequate, a new certificate in lieu thereof shall be given. every certificate under this article shall be issued on payment of twenty rupees for each certificate.
the provisions of articles (2) and (3) shall mutatis mutandis apply to debentures of the company.
article 4
except as required by law, no person shall be recognised by the company as holding any share upon any trust, and the company shall not be bound by, or be compelled in any way to recognise (even when having notice thereof) any equitable, contingent, future or partial interest in any share, or any interest in any fractional part of a share, or (except only as by these regulations or by law otherwise provided) any other rights in respect of any share except an absolute right to the entirety thereof in the registered holder.
article 5
the company may exercise the powers of paying commissions conferred by sub-section (6) of section 40, provided that the rate per cent or the amount of the commission paid or agreed to be paid shall be disclosed in the manner required by that section and rules made thereunder.
the rate or amount of the commission shall not exceed the rate or amount prescribed in rules made under sub-section (6) of section 40.
the commission may be satisfied by the payment of cash or the allotment of fully or partly paid shares or partly in the one way and partly in the other.
article 6
if at any time the share capital is divided into different classes of shares, the rights attached to any class (unless otherwise provided by the terms of issue of the shares of that class) may, subject to the provisions of section 48, and whether or not the company is being wound up, be varied with the consent in writing of the holders of three-fourths of the issued shares of that class, or with the sanction of a special resolution passed at a separate meeting of the holders of the shares of that class.
to every such separate meeting, the provisions of these regulations relating to general meetings shall mutatis mutandis apply, but so that the necessary quorum shall be at least two persons holding at least one-third of the issued shares of the class in question.
article 7
the rights conferred upon the holders of the shares of any class issued with preferred or other rights shall not, unless otherwise expressly provided by the terms of issue of the shares of that class, be deemed to be varied by the creation or issue of further shares ranking pari passu therewith.
article 8
subject to the provisions of section 55, any preference shares may, with the sanction of an ordinary resolution, be issued on the terms that they are to be redeemed on such terms and in such manner as the company before the issue of the shares may, by special resolution, determine.
lien
article 9
the company shall have a first and paramount lien --
on every share (not being a fully paid share), for all monies (whether presently payable or not) called, or payable at a fixed time, in respect of that share; and
on all shares (not being fully paid shares) standing registered in the name of a single person, for all monies presently payable by him or his estate to the company:
provided that the board of directors may at any time declare any share to be wholly or in part exempt from the provisions of this clause.
the company's lien, if any, on a share shall extend to all dividends payable and bonuses declared from time to time in respect of such shares.
article 10
the company may sell, in such manner as the board thinks fit, any shares on which the company has a lien:
provided that no sale shall be made --
unless a sum in respect of which the lien exists is presently payable; or
until the expiration of fourteen days after a notice in writing stating and demanding payment of such part of the amount in respect of which the lien exists as is presently payable, has been given to the registered holder for the time being of the share or the person entitled thereto by reason of his death or insolvency.
article 11
to give effect to any such sale, the board may authorise some person to transfer the shares sold to the purchaser thereof
the purchaser shall be registered as the holder of the shares comprised in any such transfer.
the purchaser shall not be bound to see to the application of the purchase money, nor shall his title to the shares be affected by any irregularity or invalidity in the proceedings in reference to the sale.
article 12
The proceeds of the sale shall be received by the company and applied in payment of such part of the amount in respect of which the lien exists as is presently payable.
The residue, if any, shall, subject to a like lien for sums not presently payable as existed upon the shares before the sale, be paid to the person entitled to the shares at the date of the sale.
call on shares
article 13
the board may, from time to time, make calls upon the members in respect of any monies unpaid on their shares (whether on account of the nominal value of the shares or by way of premium) and not by the conditions of allotment thereof made payable at fixed times:
provided that no call shall exceed one-fourth of the nominal value of the share or be payable at less than one month from the date fixed for the payment of the last preceding call.
each member shall, subject to receiving at least fourteen days' notice specifying the time or times and place of payment, pay to the company, at the time or times and place so specified, the amount called on his shares.
a call may be revoked or postponed at the discretion of the board.
article 14
a call shall be deemed to have been made at the time when the resolution of the board authorizing the call was passed and may be required to be paid by instalments.
to be continued....