New Year’s Resolutions: Don’t Overlook Finances


Midland Microfin Limited, a public limited company incorporated under the Act, and having its registered office at 'Gobind Niwas', 2nd Floor, 36, G.T. Road, Jalandhar - Punjab, INDIA.

Page 65 of To design, develop, install, maintain, operate long distance domestic and international basic and value added telecommunications, global mobile telecommunications, electronic mail services, globally managed data networks, data telecom networks, video conferencing, international gateway networks, satellite networks in and outside India by way of Joint Venture partnerships which should be in conformity with overall licensing conditions defined from time to time by Government of India. When issued to a passenger travelling by the intermediate or the third class in any railway. Article 63 - No member shall be entitled to be present, or to vote on any question either personally or by proxy at any general meeting or upon a poll, or be reckoned in a quorum whilst any call or other sum shall be due and payable to the Company in respect of any of the share of such members. If drawn in duplicate for each part.

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No, debenture holders are not owners of the company. They are one of the lenders in the company, and are entitled to interest. Which Indian companies have recently issued debentures? Which Companies have issued debentures in the recent years? Issued debentures by Mahindra and mahindra? Can private company issue debentures? Discount on issue of shares and debentures? Issue of shares at discount A company may issue shares at a discount i. The following conditions must be satisfied in connection with the is … sue of shares at a discount: The shares must be of a class already issued.

Issue of the shares at discount must be authorised by resolution passed in the general meeting of company and sanctioned by the company law board. The resolution must also specify the maximum rate of discount at which the shares are to be issued.

Not less than one year has elapsed from the date on which the company was entitled to commence the business. The shares to be issued at discount must issued within 2 months after the date on which issue is sanctioned by the company law board or within extended as may be allowed by the Company Law Board. The discount must not exceed 10 percent unless the Company Law Board is of the opinion that the higher percentage of discount may be allowed in special circumstances of case. Types of debentures in company law?

What is a Debenture? A Debenture is a debt security issued by a company called the Issuer , which offers to pay interest in lieu of the money borrowed for a certain period. These are long-term debt instruments issued by private sector companies.

These are issued in denominations as low as Rs and have maturities ranging between one and ten years. Long maturity debentures are rarely issued, as investors are not comfortable with such maturities Debentures enable investors to reap the dual benefits of adequate security and good returns. Given their stability, the L4 and L5 points are seen as potential sites for orbiting space probes, and as transfer stations for missions exploring the wider solar system.

There are also proposals to store pollutants at the two points. Future research will look at L4 and L5, and the associated Kordylewski clouds, to understand how stable they really are, and whether their dust presents any kind of threat to equipment and future astronauts alike.

Researchers say they have confirmed the existence of the Kordylewski dust clouds, which orbit at the L4 and L5 points in the Earth-moon system. They move ahead of and behind the moon in orbit. With the full phase just a few days away, it'll be in the sky nearly all night, washing out most of the Orionids' fainter flashes. Meteors have been seen since people first looked at the night sky.

They are comprised of small pieces of debris. Although the Orionids seem to originate from a point in the constellation Orion, they can flash in any location in the sky, so keep your field of view as wide as possible. Commenting is disabled for this post. Now, scientists from the University of Colorado Boulder have developed a new technique for finding these cosmic couplings in surveys of the night sky. In new research, a team led by Rebecca Nevin designed a computer program that scans through surveys of galaxies to look for a wide range of signs that a merger might be happening.

That includes the shape of the resulting galaxies and how the stars inside are moving. That's important, Nevin said, because such mergers may be an important step in the building of huge, spiral galaxies like the Milky Way and in kicking off the formation of new stars.

She will present her group's findings Jan. All those moments will be lost in time, like tears in rain. Danke für deinen Beitrag. When it comes to Kevin Durant, Knicks fans are stuck dreaming https: To create any depreciation fund, reserve fund, sinking fund or any other special fund, whether for depreciation or for repairing, improving, extending or maintaining any of the property of the company or for any other purpose conducive to the interest of the company.

To adopt such means of making known the business of the company or in which the company is interested as may seem expedient and in particular by advertising in the press, circulars, publication of books and periodicals, audio and audio-visual media, exhibitions and by granting prizes, rewards and concessions.

Page 15 of To enter into, make and perform contracts and arrangements of every kind and description for any lawful purpose with any person, firm, association, corporate body, municipality, body politic, territory, province, state, Government or colony or dependency thereof, without limit as to amount, and to obtain from any Government or authority any rights, privileges, contracts and concessions which the company may deem desirable to obtain, and to carry out, exercise or comply with any such arrangements, rights, privileges, contracts and concessions.

To subscribe or guarantee money for any national, charitable, benevolent, public, general or useful object or for any exhibition, or for any purpose which may be considered likely directly or indirectly to further the objects of the company or the interest of its members.

To layout and prepare any land for any kind of athletics, sports and for the playing of such sports or kind of amusement or entertainment and to construct the stands and buildings and conveniences for use in connection therewith. To act as agents and as trustees for any person or company and to undertake and perform sub-contracts and to do all or any of the above things in any part of the world and as principals, agents, contractors, trustees or otherwise and by or through agents, sub-contractors, trustees or otherwise and either alone or jointly with others in connection with the business of the company.

To purchase or otherwise acquire and to hold, own, invest, trade and deal in, mortgage, pledge, assign, sell, transfer or otherwise dispose of goods, equipment, machinery, wares, merchandise and personal property of every class and description and to transport the same in any manner.

To carry on the business of a store keeper in all its branches and in particular, to buy, sell and deal in goods, stores, consumable articles, chattels and effects of all kinds, both wholesale and retail. The liability of the members is limited.

Page 16 of The authorised Share Capital of the Company is Rs. Page 17 of Address, Description and Occupation. Shri Jogendar Singh, Dy. Late Shri Shambhu Sharan. Additional Secretary and Financial Adviser, Dept.

Road, Bombay - Late Shri Gopal Das Anand. Page 18 of Article 1 - In the interpretation of the Memorandum of Association and these Articles, the following expressions shall have the following meanings, unless repugnant to the subject or context.

Page 19 of The Board or Board of Directors. Page 20 of Controlling, Controlled by or Control. Page 21 of Company to be governed by these Articles. Article 3 - The regulations for the management of the Company and for the observance of the members thereof and their representatives shall, subject to any exercise of the statutory powers of the Company in reference to the repeal or alternation of or addition to its regulations by special resolution as prescribed or permitted by the Act, be such as are contained in these Articles.

Article 5 - Authorised share capital of the Company shall be Rs. Article 6 - The Board may, from time to time, with the sanction of the Company in a general meeting, increase the share capital by such sum to be divided into shares of such amounts as the resolution shall prescribe.

Page 22 of The commission may be paid or satisfied in cash or in shares, debentures or debenture stock of the Company. Article 8 - New shares shall be issued upon such terms and conditions and with such rights and privileges annexed thereto as the general meeting resolving upon the creation thereof shall direct and if no direction be given as the Board shall determine.

How far new shares to rank with existing shares. Article 9 - Except so far as otherwise provided by the conditions of issue, or by these Articles, 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 calls and installments, transfer and transmission, lien, voting, surrender and otherwise.

Such new shares shall rank pari passu with the existing shares in all respect except for the purposes of dividend that shall be pro rated to the period for which such newly issued shares are in existence. Article 10 - Subject to the provisions of Section to of the Act, the Company may, from time to time, by special resolution reduce its capital by paying off capital or canceling capital which has been lost or is unrepresented by available assets, or is superfluous by reducing the liability on the shares or otherwise as may be expedient, and capital may be paid off upon the footing that it may be called up again or otherwise; and the Board may, subject to the provisions of the Act, accept surrender of shares.

Sub-division and consolidation of shares. Article 11 - The Company in general meeting may, from time to time, sub-divide or consolidate its shares or any of them and exercise any of the other powers conferred by Section 94 of the Act and shall file with the Registrar such notice of exercise of any such powers as may be required by the Act.

Provided however that the provision relating to progressive numbering shall not apply to the shares of the Company which have been dematerialised. Article 12 - If at any time, the capital of the Company by reason of the issue of preference shares or otherwise, is divided into different classes of shares, all or any of the rights attached to the shares of. Page 23 of Article 13 - Subject to the provisions of these Articles, the shares shall be under the control of the Board of Directors who may allot or dispose of the same, or any of them, to such persons, upon such terms and conditions, at such times, and upon such consideration as the Board may think fit.

Provided that 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. Instalments of shares to be duly paid. Article 14 - If by the conditions of allotment of any share, 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 registered holder of the shares or by his executor or administrator.

Liability of joint-holders of shares. Article 15 - The Joint Holders 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.

How shares may be registered. Article 16 - Shares may be registered in the name of any person, company or other body corporate. Not more than four persons shall be registered as joint-holders of any share. Article 17A - Subject to the provisions of Articles 17B and 17C every person whose name is entered as a member in the register shall, without payment, be entitled to a certificate or more certificates in marketable lot under the common seal of the company specifying the share or shares held by him and the amount paid thereon.

Provided that, in respect of a 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.

Page 24 of The Company shall further be entitled to maintain a Register of Members with the details of Members holding shares both in material and dematerialised form in any media as permitted by law including any form of electronic media. Issue of new share certificate s in place of worn out, defaced, lost or destroyed. Article 18 - If a share certificate is worn out, defaced, lost, or destroyed, it may be renewed in accordance with the Share Certificate Rules under the Act on payment of fee not exceeding Rupee one and on such terms, if any, as to evidence and indemnity and the payment of out-of-pocket expenses incurred by the Company in investigating evidence as the Board may think fit.

Board of Directors to make calls. Article 19 - 1 The Board of Directors, may from time to time, by a resolution passed at a meeting of the Board and not by a resolution by circulation make such call as it thinks fit upon the members in respect of moneys unpaid on the shares held by them respectively, by giving not less than 15 days notice for payment and each member shall pay the amount of every call so made on him to the persons and at the times and places appointed by the Board of Directors.

A call may be made payable by instalments. The Board may, at their discretion, extend the time for payment of such calls. Sums payable on allotment or at fixed date to be paid on due dates.

Article 20 - 1 Any sum which by the terms of issue of a share becomes payable on allotment or at any fixed date, whether on account of the nominal value of the share or by way of premium, shall for the purposes of these regulations be deemed to be a call duly made and payable on the date on which by the terms of issue such sum becomes payable.

Voluntary advances of uncalled share capital. Page 25 of Moneys paid in advance of calls shall not in respect thereof confer a right to dividend or to participate in the profits of the Company. Calls to date from resolution. Article 21 - A call shall be deemed to have been made at the time when the resolution authorising such call was passed at a meeting of the Board of Directors. Article 22 - 1 If a member fails to pay any call, or installment of a call, on the day appointed for payment thereof, the Board may, at any time thereafter during such time as any part of the call or installment remains unpaid, serve a notice on him requiring payment of so much of the call or installment as is unpaid together with any interest which may have accrued.

Liability to pay money owing at the time of forfeiture. Article 23 - 1 A person whose shares have been forfeited shall cease to be a member in respect of the forfeited shares, but shall, notwithstanding the forfeiture, remain liable to pay to the Company all moneys which at the date of forfeiture, were presently payable by him to the Company in respect of the shares. Page 26 of Article 24 - 1 A duly verified declaration in writing that the declarant is a Director, the Manager or the Secretary, of the Company, and that a share in the Company has been duly forfeited on a date stated in the declaration, shall be conclusive evidence of the facts therein stated as against all persons claiming to be entitled to the share.

Provisions regarding forfeiture to apply in the case of non-payment of sums payable at a fixed time. Article 25 - The provisions of these Articles as to forfeiture shall apply in the case of non-payment of any sum which by terms of issue of a share, becomes payable at a fixed time, whether on account of the nominal value of the shares or by way of premium, as if the same had been payable by virtue of a call duly made and noticed.

Article 26 - The Company shall have a first and paramount lien upon every share not being fully paid up, registered in the name of each member whether solely or jointly with others , and upon the proceeds of sale thereof for moneys called or payable at a fixed time in respect of such shares whether the time for the payment thereof shall have actually arrived or not and no equitable interest in any share shall be created except upon the footing and condition that this Article is to have full effect.

Such lien shall extend to all dividends and bonuses from time to time declared in respect of such shares. Enforcement of lien on sale of shares. Article 27 - The Company may sell, in such manner as the Board thinks fit, any shares on which the Company has lien, but 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.

Page 27 of Application of proceeds of sales. Article 28 - The proceeds of the sale shall be received by the Company and shall be applied in payment of such part of the amount in respect of which lien exists as is presently payable and the residue shall subject to a like lien for sums not presently payable as existed upon the shares prior to the sale be paid to the persons entitled to the shares at the date of the sale.

The purchaser shall be registered as the holder of the share 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 proceedings in reference to the sale.

Transfer and transmission of shares. Article 29 - Subject to the provisions of Article 3, the right of members to transfer their shares shall be restricted as follows: Provided that registration of a transfer shall not be refused on the ground of the transferor being either alone or jointly with any other person or persons indebted to the company on any account whatsoever except a lien on the shares.

Page 28 of Article 30 - The instrument of transfer of any share in the Company shall be executed both by the transferor and transferee and the transferor shall be deemed to remain holder of the share until the name of the transferee is entered in the register of members in respect thereof.

Instrument of transfer to be left at office and evidence of titles to be given. Article 32 - Every instrument of transfer shall be delivered to the Company at the office for registration accompanied by any certificate of the shares to be transferred and such evidence as the Company may require to prove the title of the transferor, or his right to transfer the shares.

All instruments of transfer shall be retained by the Company, but any instrument of transfer which the Board may decline to register shall on demand, be returned to the person depositing the same. Article 33 - The instrument of transfer shall be in writing and all the provisions of Section of the Companies Act and of any statutory modification thereof for the time being shall be duly complied with in respect of all transfers of shares and registration thereof.

Closing of Registers of members and Debenture holders. Article 34 - The Register of Members or the Register of Debenture-holders may be closed for any period or periods not exceeding 45 forty five days in each year but not exceeding 30 thirty days at any onetime after giving not less than 7 seven days previous notice by advertisement in some newspaper circulating in the district in which the registered office of the Company is situated.

Article 36 - The Board shall have the right to refuse to register a person entitled by transmission to any shares or his nominee, as if he were the transferee named in an ordinary transfer presented for registration.

Article 37 - Except so far as otherwise provided by the conditions of issue, or by these Articles, any capital raised by the creation of new shares shall be considered part of the original capital and shall. Page 29 of Such new shares shall rank pari passu with the existing Shares in all respects except for the purposes of dividend that shall be pro rated to the period for which such newly issued shares are in existence.

New Shares to be offered to Members. The Company shall, promptly upon the receipt of such subscription amount, issue to All Shareholders the appropriate number of voting equity shares based upon the payment received from each such shareholder. Conditions on which money may be borrowed. Page 30 of Securities may be assignable free from equities. Article 40 - Debentures, debenture stock, bonds or other securities may be made assignable free from any equities between the company and the person to whom the same may be issued.

Article 41 - Subject to Sections 79 and of the Act, any debentures, debenture stock, bonds or other securities may be issued at a discount, premium or otherwise, and with any special privileges to redemption, surrender, drawings, allotment of shares, appointment of Directors and otherwise.

Debentures, Debenture-Stock, Bonds or other securities with the right to allotment of or conversion into shares shall be issued only with the consent of the company in General Meeting.

Board may also pay commission to any person for subscribing or agreeing to subscribe or procure or agree to procure these deposits. Notice of General Meeting. Article 43 - 1 A general meeting of the Company may be called by giving not less than twenty one days notice in writing. Page 31 of Article 44 - The ordinary business of an annual general meeting shall be to receive and consider the profit and loss account, the balance sheet, and the report of the Board of Directors and of the Auditors, and to declare dividends.

All other business transacted at such meeting and all business transacted at an extra ordinary meeting shall be deemed special. Article 45 - 1 No business shall be transacted at any general meeting unless a quorum of members is present at the time when the meeting proceeds to business. Article 46 - The first annual general meeting of the Company shall be held within eighteen months of its incorporation and thereafter, the annual general meeting shall be held within six months after the expiry of each financial year, except in the case when, for any special reason time for holding any annual general meeting not being the first annual general meeting is extended by the Registrar under Section of the Act, no greater interval than fifteen months shall be allowed to elapse between the date of one annual general meeting and that of the next.

Every annual general meeting shall be held during business hours on a day other than a public holiday either at the registered office of the company or at some other place as the Central Government may direct, and the notice calling the meeting shall specify it as the annual general meeting. When Extra-ordinary meeting to be called. Article 47 - The Board may, whenever they think fit and shall, on the requisition of the holders of not less than one tenth of the paid-up-capital of the Company upon which all calls or other sums then due have been paid, as at the date carry the right of voting in regard to that matter forthwith proceed to convene an extraordinary meeting of the Company, and in the case of such requisition, the following provisions shall have effect: Page 32 of If, after a requisition has been received, it is not possible for a sufficient number of Directors to meet in time so as to form a quorum, any Director may convene an extraordinary general meeting in the same manner as early as possible as that in which meetings may be convened by the Board.

Article 48 - The accidental omission to give any such notice or the non-receipt of any such notice by any member shall not invalidate the proceedings at any meeting. Chairman of General Meeting. Article 49 - The Chairman of the Board shall be entitled to take the Chair at every general meeting or if there be no such Chairman, or if at any meeting he shall not be present within fifteen minutes after the time appointed for holding such meeting or is unwilling to act as Chairman, the members present shall choose another Director as Chairman, and, if no Director shall be present, or if all the Directors present decline to take the chair then, the members present shall choose one of their number to be the Chairman.

Article 50 - 1 If within half an hour from the time appointed for the meeting a quorum is not present, the meeting if convened upon such requisition as aforesaid, shall be dissolved.

Page 33 of Right of President to appoint any person as his representative. Article 51 - 1 The President, so long as he is a shareholder of the Company, may, from time to time, appoint one or more persons who need not be a member or members of the Company to represent him at all or any meeting of the Company.

Article 52 - 1 The Chairman may, with the consent of any meeting at which a quorum is present and shall, if so directed by the meeting, adjourn the meeting from time to time and place to place. Business at adjourned meeting. Page 34 of Notice of adjourned meeting. Article 53 - 1 Every question submitted to a meeting shall be decided in the first instance by a show of hands. Evidence of a resolution where poll not demanded. The demand of a poll may be withdrawn. Poll when to be taken at the meeting.

Business may proceed notwithstanding demand of poll. The Chairman present at the taking of a poll shall be the sole judge of the validity of every vote tendered at such poll. Chairman to judge validity. Page 35 of Article 54 - Upon a show of hands every member present in person or by proxy, or by duly authorised representative shall have one vote and upon a poll every such member shall have one vote for every share held by him.

Votes in respect of deceased and bankrupt members. Article 55 - Any person entitled under the transmission clause to any shares may vote at any general meeting in respect thereof in the same manner as if he were the registered holder of such shares provided that seventy-two hours at least 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 Directors of his right to such shares, unless the Board of Directors shall have previously admitted his right to such shares of his right to vote at such meeting in respect thereof.

Article 56 - Where there are joint registered holders of any share, any one of such persons may vote at any meeting, 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, that one of the said persons present whose name stands first on the register in respect of such share shall alone be entitled to vote in respect thereof.

Several executors or administrators of a deceased member in whose name any share stands shall for the purposes of this clause be deemed joint holders thereof. Votes in respect of shares of members of unsound mind. Article 57 - A member of unsound mind or in respect of whom an order has been made by any Court having jurisdiction in lunacy, may vote whether on a show of hands or on poll, by his committee or other legal guardian, and any such committee or guardian may on a poll, vote by proxy.

No member to vote unless calls are paid- up. Article 58 - No member shall be entitled to vote at any general meeting unless all calls or other sums presently payable by him in respect of shares in the Company have been paid.

Instrument appointing proxy to be in writing. Article 59 - A member entitled to attend and vote at a meeting may appoint another person whether a member or not as his proxy to attend a meeting and vote on show of hands or on a poll. No member shall appoint more than one proxy to attend on the same occasion. The instrument appointing a proxy shall be in writing and be signed by the appointer or his attorney duly authorised in writing or if the appointer is a body corporate, be under its seal or be signed by an officer or an attorney duly authorised by it.

Article 60 - 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. Instrument appointing proxy to be deposited in office. Page 36 of When vote by proxy valid though authority revoked.

Article 62 - A vote given in accordance with the terms of an instrument of proxy shall be valid notwithstanding the previous death or insanity of the principal, or the revocation of the proxy or of the authority under which the proxy was executed or the transfer of the shares in respect of which the proxy is given provided that no intimation in writing of such death, insanity, revocation or transfer or transmission shall have been received at the office of the Company before the commencement of the meeting or adjourned meeting at which the proxy is used.

No member entitled to vote etc. Article 63 - No member shall be entitled to be present, or to vote on any question either personally or by proxy at any general meeting or upon a poll, or be reckoned in a quorum whilst any call or other sum shall be due and payable to the Company in respect of any of the share of such members.

Article 64 - The business of the Company shall be managed by the Board of Directors. Article 65 - 1 Until otherwise determined by a General Meeting of the Company and subject to the provisions of Section of the Act, the Board shall comprise of twelve Directors The Directors are not required to hold any qualification shares.

Page 37 of Article 66A - The Board may appoint an alternate Director recommended for such appointment by a Director other than whole-time Director hereinafter called the Original Director in whose place he.

Page 38 of An alternate Director appointed under this Article shall not hold office for a period longer than that permissible to the Original Director in whose place he has been appointed and shall vacate office if and when the original Director returns to that State. If the term of office of the Original Director is determined before he so returns to that State, any provision s in the Act or in this Articles for the automatic appointment shall apply to the Original Director and not to the alternate Director.

Article 66B - Subject to the provisions of Section of the Act, the Board shall have power at any time and from time to time, appoint any other qualified person s to be an Additional Director s , but so that the total number of Directors shall not at any time exceed the maximum fixed under Article Any such additional Director s shall hold office only upto the date of the next Annual General Meeting.

Directors power to fill casual vacancies. Article 66C - a If the office of any Director appointed by the Company in General Meeting is vacated before his term of office will expire in the normal course, the resulting casual vacancy may, in default of and subject to these Articles, be filled by the Board of Directors at a meeting of the Board.

Retirement by rotation of Directors and ascertaining of Directors retiring by rotation and filling up of vacancies. Article 66D - At every Annual General Meeting of the Company, one-third of such of the Directors for the time being, as are liable to retire by rotation or if their number is not three or a multiple of three, the number nearest to one-third shall retire from office.

The non-retiring Directors, if any, shall not be subject to retirement under this clause and shall not be taken into account in determining the rotation of retirement or the number of Directors to retire. Subject to provisions of the Act, the Directors to retire by rotation under this Article at every Annual General Meeting shall be those who have been longest in office since their last appointment, but as between persons who become Directors on the same day, those who are to retire, shall, in default of and subject to any agreement among themselves, be determined by lot.

Eligibility for re- election. Article 66E - A retiring Director shall be eligible for re-election. Company to appoint successors. Article 66F - Subject to Section of the Act, the Company at the General Meeting at which a Director retires in the manner aforesaid may fill up the vacated office by electing a person thereto. Page 39 of The Managing Director shall not, while he continues to hold that office be subject to retirement by rotation in accordance with Article 66 D.

If he otherwise, ceases to hold the office of Director he shall ipso facto and immediately cease to be a Managing Director. Notice of candidature for office of Director except in certain cases. Article 66H - a A person other than a retiring Director shall be eligible for appointment to the office of Director at any General Meeting, if he or some member intending to propose him has, not less than fourteen days before the Meeting, left at the Registered Office, a notice in writing under his hand, signifying his candidature for the office of Director or the intention of such Member to propose him as a candidate for that office, as the case may be, alongwith a deposit of five hundred rupees or such sum as may for the time being be prescribed by the Act, which shall be refunded to such person or, as the case may be, to such member, if the person succeeds in getting elected as a Director.

Provided that it shall not be necessary for the Company to serve individual notices upon the members as aforesaid, if the Company advertises such candidature or intention, not less than seven days before the Meeting, in atleast two newspapers circulating in the place where the Registered Office of the Company is located, of which one is published in English and the other in the regional language of that place.

Filing of consent to act as Director. Article 66 I - A person other than. Page 40 of Article 66 J - a The fee payable to a Director for attending a meeting of the Board or Committee thereof shall be decided by the Board of Directors from time to time within the maximum limit of such fee that may be prescribed under the proviso to Section of the Companies Act, Travelling expenses incurred by Director.

Directors may act notwithstanding vacancy. Article 66L - The continuing Director s may act notwithstanding any vacancy in their body, but, if and so long as their number is reduced below the quorum fixed by these Articles for a meeting of the Board, the continuing Director s may act for the purpose of increasing the number of Directors to that fixed for the quorum, or for summoning a General Meeting, but for no other purpose.

Article 67 - Subject to the provisions of the Act, the Business of the Company shall be managed by the Directors who may pay all expenses incurred in setting up and registering the Company and who may exercise all such powers and all such acts and things as the Company is authorised to exercise and do.

Provided that the Directors Shall not exercise any power or do any act or thing which is directed or required whether by the Act or any other act or by the Memorandum or Articles of the Company or otherwise, to be exercised or done by the Company in general meeting. Page 41 of Provided further that in exercising any such power or doing any such act or Thing, the directors shall be subject to the provisions contained in that behalf in the Act or any other act, or in the Memorandum or Articles of the Company, or in any regulations made by the Company in general meeting.

No regulation made by the Company in general meeting shall invalidate any prior act of the Directors which would have been valid if that regulation had not been made. Matters requiring affirmative vote of the Government and the Strategic Partner at the General Meeting and at the meeting of the Board. Subject to Article 69 2 below, all decisions, actions and resolutions of the Board shall be adopted by the affirmative vote of a simple majority of the members of Board.

Page 42 of Page 43 of Article 70 - Without prejudice to the general powers conferred by Article 67 and the other powers conferred by these Articles, but subject to the provisions of Sections , A, and of the Act and Article 69 herein, the Board of Directors shall have the following powers, that is to say power: Page 44 of To secure contracts by mortgage.

To bring and defend action. To authorise acceptance etc. Page 45 of To give security by way of indemnity.