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[सधरण 21 माच 2017
THE COMPANIES ACT, 1956
COMPANY LIMITED BY SHARES
MEMORANDUM OF ASSOCIATION
OF
BIHAR STATE ELECTRONICS DEVELOPMENT CORPORATION LIMITED
I.
The Name of The Company is BIHAR STATE ELECTRONICS DEVELOPMENT
CORPORATION LIMITED.
II.
The Registered Office of the Company will be situated in the State of Bihar.
III. *(A). The main objects for which the Company is established are:-
1. To provide Information Technology to any person, firm, company, trusts,
associations, institutions, societies, body corporate, government or government
department, local authorities in India and outside India, in the field of
Information Technology and related areas and/or to develop procedures,
methods, and principles for, and engage in research relating thereto, to carry on
the business of designers and manufacturers, buyers, sellers, assemblers,
exporters, importers, distributors, agents, hirers, and dealers of and as
maintenance and service engineers, and system engineers, of mainframe, mini,
micro and personal computer systems and process control systems and computer
peripherals and accessories including floppy disk drivers, hard disk drivers,
printers, readers, tape drivers, cartridge, plotters, magnetic or otherwise,
recording heads, CRT terminals and display systems, cables, interfaces,
computer ribbons, stationery, furniture and control valves, instruments,
transducers, recorders, measuring devices and computer hardware including
large systems, mini, micro systems and personal computers and process control
systems and hardware and soft wares in computer and electronics.
2. To carry on the business of Software designing, development, customisation,
implementation, maintenance, testing and benchmarking, designing, developing
and dealing in computer software and solutions, and to import, export, sell,
purchase, distribute, host (in data centres or over the web) or otherwise deal in
own and third party computer software packages, programs and solutions, and to
provide internet / web based applications, services and solutions, provide or take
up Information technology related assignments on sub-contracting basis,
offering services on-site/ offsite or through development centres using owned
/hired or third party infrastructure and equipment, providing recruitment and HR
related services, providing and taking personnel / consultants/ human resources
to / from other organizations, providing solutions/ Packages/ services through
applications services provider mode via internet or otherwise, to undertake IT
enabled services like call Centre Management, Medical and legal transcription,
data processing, Back office processing, Accounting, HR and payroll
processing, Insurance claims processing, Credit Card processing, loans and
letters of credit processing, cheque processing, data warehousing and database
management, to carry on the
* Altered in terms of necessary approval of Government of Bihar and
subsequent approval of the members at ______ Extra Ordinary General
Meeting of the Company held on ______________________________ on vide
resolution no. __________________.
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business of manufacturing, dealing and maintenance of computer hardware,
computer systems and assemble data processors, program designs and to buy,
sell or otherwise deal in such hardware and software packages and all types of
tabulating
machine,
accounting
machines,
calculators,
computerised
telecommunication systems and network, their components, spare parts,
equipments and devices and to carry on the business of establishing, running
and managing institutions, school, and academics for imparting education in
computer technology, offering equipment, solutions and services for
Networking and network management, data centre management and in
providing consultancy services in all above mentioned areas.
3. To develop, provide, undertake, design, import, export, distribute and deal in
Systems and application software for microprocessor based information
systems, off shore software development projects, internet service provider, and
solutions in all areas of application including those in Emerging niche segments
like Internet and Intranet website applications solutions software enterprise,
resource planning, e-commerce, value added products and other business
applications either for its own use for sale in India or for export outside India
and to design and develop such systems and application software for and on
behalf of manufacturers owners and users of computer, telecom, digital,
electronic equipments in India or elsewhere in the world.
4. To manufacture, sell, export, import all kinds of electric & electronic
components capable of being used in Electrical & mechanical and electronic
Industries including Computers telecommunications to carry our software
research and development, to design and develop system software, application
software and any other software in India and abroad to start Integrated services
Digital Local Network ( ISDLAN ) dial for data Centres technology parks, wide
area network Internet, user net, cyber café services in India and abroad.
5. To carry on the business of providing Manpower placement and recruiting,
Selecting, Interviewing, Training and Employing Programmers, Stenographers,
Data Entry Operators, IT boys and girls required by various undertaking,
institutions, associations, local authorities, departments of government and to
conduct employment bureau and to provide consultancy and other services in
connection with requirements of persons and manpower supply in India and
abroad.
*(B). Matters which are necessary for furtherance of the objects specified in
sub-clause A above are:
1. To buy, repair alter and deal in such apparatus, machinery, material and articles
of all kinds capable of being used for the purposes of the business carried on by
the Company.
2. To establish, own, acquire, run superintend, manage or control laboratories,
research stations, factories and other works, and other establishments and
auxiliaries for the manufacture of the Company or for providing the raw
materials and facilities for and in connection with its manufactures or other
business or businesses.
* Amended in terms of necessary approval of Government of Bihar and subsequent
approval of the members at ______ Extra Ordinary General Meeting of the Company held
on ______________________________ on vide resolution no. __________________.
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3. To enter into technical and financial collaboration with foreign and Indian
Collaborators for the manufactures of the Company.
4. To undertake and execute contracts for works involving the supply or use of any
machinery in which the Company deals, component parts, spare parts and
accessories and fittings of all kinds for the articles and things mentioned above
or used in or capable of being used in connection with the manufactures,
maintenance and working thereof and to carry out any ancillary or other works
comprised in such contracts.
5. To enter into arrangements or agreements with any company or persons for
obtaining by grant, license or in other terms, formulate and other rights and
benefits, technical information, know-how and expert guidance and equipment
and machinery for the production and manufacture in India of the articles and
things mentioned above and to arrange facilities for training of technical
personnel by them.
6. To arrange for education and training of skilled personnel and to provide
entrepreneurs, managerial training and help other institutions in organizing
entrepreneurial development training, to organize for this purpose courses on
different aspects of management, industrial production, cost control, marketing,
etc, and to provide technical and other staff to small and medium industries of
making arrangements for training of skilled labour including establishment of
training workshops.
7. To acquire by concession, grant purchase, barter, licence or otherwise, either
absolutely or conditionally, and either alone or jointly with others, any land,
building, machinery, plant, utensils, works, conveniences and other movable and
immovable property of any description, and any patents, trademarks, technical
know-how, drawings, concessions, privileges and other rights for the objects
and business of the Company o convenient for the purpose of the company and
to pay for such land, buildings, works property or right or any other property
and right purchased or other securities of the company or by cash or otherwise
dispose of or turn to account the same at such times and in such manner and for
such consideration as may be deemed proper or expedient.
8. to apply for, purchase or otherwise, acquire and protect prolong and renew
whether in India or elsewhere any patents, patent rights, brevetsd’ inventions,
limited right to any invention, secret or other information which may seem
capable or the acquisition of which may seem calculated directly or indirectly,
to benefit the Company in connection with its business and to use, exercise,
develop, manufacture under licences or grant or privileges in respect of or
otherwise turn to account any patents, property, rights, inventions secrets or
information so acquired and to spend moneys in experimenting upon, testing,
improving or seeking to improve any patents. Property right inventions, secrets
or information so acquired or proposed to be acquired.
9. To construct, maintain, improve, mange, work control and superintend any
roadways, tramways, railways, bridges, reservoirs, watercourses, furnaces,
hydraulic works electrical works, factories, whares, shops and other works and
conveniences for the attainment of the main objects of the Company and to
contribute, to subsidise or otherwise aid or take part in any such operations for
the purposes of the Company.
10. To enter into arrangements with any Government or authorities Central, State,
Municipal, local or otherwise, that may seem conducive to the Company’s
objects or any of them and to obtain from any such Government of State or
Authority any rights, privileges and concessions which the Company may think
fit desirable to obtain in connection with its business and to carry out and
comply with any such arrangements, and to exercise, dispose of or otherwise
turn to account, any such rights, privileges and concessions.
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11. To enter into partnership, or into any arrangement for sharing profits,
amalgamation, union of interest, co-operation, joint venture, reciprocal
concession or otherwise with any person or company carrying on or engaged in,
or about to carry on or engage in, or to amalgamate with any other company
having objects altogether or in part similar to those of this Company and to
guarantee the contracts of or otherwise assist or subsidise any such person or
company and to place, take or otherwise acquire, to be interested in, hold, sell,
deal in and dispose of shares, stocks debentures and other securities of any such
company.
12. To promote, form and register, and aid in the promotion, formation and
registration of any company or companies subsidiary or otherwise for the
purpose of acquiring all or any of the property, rights and liabilities of this
company, or for any other purpose which, seem directly or indirectly calculated
to benefit this company and to be interested in, or take or otherwise acquire,
hold, sell or otherwise dispose of shares, stock, debentures and other securities
in or of any such company for all or any of the objects mentioned in this
Memorandum and to subsidise or otherwise assist any such company.
13. To purchase or otherwise acquire and undertake the whole or any part of the
business, goodwill, property, rights, assets and carry on any business similar to
that of this company or possessed of the property or rights suitable for any of the
purposes of this company.
14. To sell, improve, alter, manage, develop, exchange, lease, mortgage,
enfranchise, dispose of, turn to account or otherwise deal with all or any part of
the business, land, properties, assets, and rights and generally the resources and
undertakings of the company in such manner and on such terms as may be
deemed fit, and in particular for shares, stock and other securities of any other
company having objects altogether or in part similar to those of this Company.
15. To invest and deal with the moneys of the Company not immediately required
upon such securities or investments and in such manner as may from time to
time be determined.
16. To apply for tender purchase or otherwise acquire contracts, licences and
concessions for or relating to the objects or business herein mentioned or any of
them and to undertake, execute, carry out, dispose of or otherwise turn to
account the same.
17. To grant aid, scholarship, subsidy, loans etc. for advanced studies in connection
with the objects of the company in or outside India to deserving persons where
the Company is assured of good returns for the attainment of the objects of the
Company.
18. To receive moneys or deposits or loans for financing the business of the
Company upon such terms, as may be thought fit. The company shall not
however carry on any banking business as defined in the Banking Regulation
Act, 1949. The Company shall however comply with the provisions of section
58-A of the Companies Act, 1956 and the rules framed there under.
19. To lend money on property or on hypothecation or pledge of movable property
or without security to such person and on such terms as may seem expedient in
connection with the business of the company and in particular to customers and
persons having dealing with the company. The company shall not carry on any
banking business as defined in the Banking Regulation Act, 1949.
20. To borrow or secure the payment of money in such manner as the Company
shall think fit in particular, by the issue of debentures or debenture- stock,
perpetual or otherwise, charged upon all or any of the company’s property (both
present and futures) including its uncalled capital and to purchase redeem and
pay off any such securities.
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21. To draw, make, accept, execute and issue bills of exchange, promissory notes,
bills of landing, warrants, debentures and other negotiable or transferable
instruments or securities in connection with the business of the Company.
22. To create any depreciation fund, reserve, sinking fund, insurance fund or any
special or other fund whether for repairing, extending or maintaining any
property of the company or for redemption of the debentures or redeemable
preference shares of any other purpose whatsoever conducive to the interest of
the Company.
23. To distribute in the case of winding up of the company, any of the property of
the company amongst the members in specie or kind but so that no distribution
amounting to a reduction of capital be made except with the sanction (if any) for
the time being required by law.
24. To pay costs, charges and expenses of and incidental to promotion, formation,
registration and establishment of the company and the issue of its capital and
charges in connection therewith and to remunerate (by cash or other asstes or by
allotment of fully or partly paid up shares or by a call or option of shares,
debenture, debentures stock or securities of this or any other Company or in any
other manner, whether out of the company’s capital or profits or otherwise) any
person/ persons, or company for services rendered or to be rendered in placing
or assisting to place or guaranteeing the placing of any of the shares in the
company’s capital or any debentures or debenture-stock or other securities of
the company or in the conduct of its business or introducing any property or
business to the Company or for any other reason which the company thinks
proper.
25. To provide for the welfare of employees or ex-employees of the company and
the wives and families or the dependants or connection of such persons by
building or contributing to the building of houses or by grants of money,
pensions, allowances, compensation or other payments, or from time to time, by
crating and subscribing or contributing to provident fund and other funds,
institutions or trusts and by providing or subscribing or contribution towards
places of instruction and recreation, hospitals and dispensaries, medical and
other attendance and other assistance as the company shall think fit.
26. To adopt such means of making known the business and the products of the
company as may seem expedient, and in particular, by advertising in the press,
by circulars, by purchase or exhibition of works of art interest, by publication of
books and periodicals and by granting prizes, rewards and donations, not
amounting to political contribution.
27. Upon any issue of shares, debentures, or other securities of the Company, to
employ brokers, commission agents and underwriters and provide for the
remuneration of such persons for their services by payment in cash or by the
issue, of shares, debentures or other securities of the company, by the granting
of option to take the same or in any manner allowed by law.
28. To procure the registration or other recognition of the company in any country,
state or place outside India and to establish and maintain legal registers and
branch places of business in any part of the world.
29. To subscribe, contribute, or grant money to any charitable, benevolent,
religious, social, scientific, national or other funds, institutions or objects and to
any individual or body unless otherwise prohibited by law.
30. To undertake and execute any trusts the undertaking whereof may be desirable
in connection with the business of the Company either gratuitously or otherwise.
31. To advertise, demonstrate, exhibit, broadcast any place or places or in
whatsoever manner found expedient, the products, manufactures, and other
products or materials of this Company and to give away or distribute things
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which may be useful for, conucive to or beneficial for the company, its
employees, other dependents and customers, whethers, directly or indirectly.
32. To establish, provide, maintain and conduct or otherwise subsidies research
laboratories and experimental workshops for scientific and technical research
and experiments and to undertake and to carry on with all scientific and
technical researches, and technical investigation and invention by providing
subsidizing, endowing to assisting laborites, work-shops, libraries, lecture,
meeting and conferences and by or teachers and by providing for the ward of
scholarships, prizes, grants and bursaries to students or independent students or
otherwise, and generally to encourages, promote and reward such studies,
researches, investigation, experiments, tests, and inventions of which the
Company is authorized to carry on.
IV.
The liability of members is limited
*V.
The Authorised Share Capital of the Company is Rs. 25,00,00,000/- (Rupees
Twenty Five Crore) divided into 25,00,000 (Twenty Five Lacs) equity share of Rs.
100/- (Rupees One Hundred) each.
*Authorised capital increased from Rs.5,00,00,000/- (Rupees Fiver Crore) to Rs.
25,00,00,000/- (Rupees Twenty Five Crore only)in terms of necessary approval of
Government of Bihar and subsequent approval of the members at ______ Extra Ordinary
General Meeting of the Company held on ______________________________ on vide
resolution no. __________________,
We the persons, whose names, addresses and descriptions are subscribed hereunder
are desirous of being formed into a Company in pursuance of the this Memorandum of
Association and we respectively agree to take the number of shares in the capital of the
Company set opposite our respective names:
Sl .
No.
Name, Address, Occupation &
Description of the subscriber’s
and his/her father’s/husband’s
name
Numbers of
Equity Shares
taken by each
subscribers
Signature of
Subscribers
Name, Address,
Occupation &
Descriptions of
the witness and
his/her father’s/
husband’s name
For and on behalf of Governor of Bihar:-
1.
Shri vallabh Saran
S/o Shri Kaushal Kishore Saran
New Secretariat, Patna
Government Service
100
(One Hundred)
Sd/-
(S.V. Saran)
Witness to
Signatories One
to Seven,
Sd. Shri Nand
Bahadur,
Service,
C/o Thakur
Vaidyanath
Aiyar & Co.
Charted
Accountants,
Fraser Road,
Patna.
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[सधरण 21 माच 2017
Sl .
No.
Name, Address, Occupation &
Description of the subscriber’s
and his/her father’s/husband’s
name
Numbers of
Equity Shares
taken by each
subscribers
Signature of
Subscribers
Name, Address,
Occupation &
Descriptions of
the witness and
his/her father’s/
husband’s name
For and on behalf of Governor of Bihar:-
2.
Ravindra Kumar Sinha
S/o Shri-Balram Kumar Sinha
New Secretariat, Patna,
Government Service
100
(One Hundred)
Sd/-
(R.K. Sinha)
Witness to Signatories One to Seven,
Sd. Shri Nand Bahadur, Service,
C/o Thakur Vaidyanath Aiyar & Co.
Charted Accountants, Fraser Road, Patna.
3.
Devi Saran Sinha
S/o Late Yadunath Prasad Sinha
New Secretariat, Patna,
Government Service
100
(One Hundred)
Sd/-
(D.S. Sinha)
4.
Ramanand Choudhary
S/o Late Bindhyanath
Choudhary New Secretariat,
Patna.
Government Service
100
(One Hundred)
Sd/-
(R.N.
Choudhary)
5.
Chandan Kumar Basu
S/o Shri Kamal Kumar Bose
New Secretariat, Patna.
Government Service
100
(One Hundred)
Sd/-
(C.K. Basu)
6.
Krishna Chandra Jha
S/o Shri Harish Chandra Jha
New Secretariat, Patna.
Government Service
100
(One Hundred)
Sd/-
(K.C. Jha)
7.
Amar Nath Tatarway
S/o Shri Sharda Prasad
New Secretariat, Patna.
Government Service
100
(One Hundred)
Sd/-
(A.N.
Tetarway)
Total 700
(Seven hundred
Equity shares)
Place : Patna, Dated, the 2ndday of February 1978.
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*(THE COMPANIES ACT, 2013)
(PUBLIC COMPANY LIMITED BY SHARES)
ARTICLES OF ASSOCIATION
OF
BIHAR STATE ELECTRONICS DEVELOPMENT CORPORATION LIMITED
(A Company incorporated under the Companies Act, 1956)
1.
Subject to anything to the contrary hereinafter provided, the regulations
contained in Table F of the First Schedule (Schedule I) of the Companies
Act, 2013 shall apply to this Company unless inconsistent with the
provisions contained in these Articles.
2.
Unless the context otherwise requires, words or expressions contained
in these regulations bear the same meaning as in the Companies Act
2013 or any Statutory modification thereof in force at and from the date
at which these regulations become binding on the Company.
3.
The regulation for the management of the Company and for the
observance of the members thereof and their representatives shall,
subject to any experience of the statutory powers of the Company in
reference to the repeal of alteration of its regulation by special
resolution, as prescribed or permitted by the Act, be such as are
contained in these Articles.
* The instant Article of Association replaced the erstwhile Article of Association of
the Company in terms of the necessary approval of Government of Bihar and
subsequent approval of the members at ______ Extra Ordinary General Meeting of
the Company held on ______________________________ on vide resolution no. __________________,
text of which is reproduced hereunder:
4.
The Company is a Government Company within the meaning of Section
2(45) of the Companies Act, 2013 and all the exemptions, privileges,
rights, obligations, restrictions applicable to a government company
under the Companies Act, 2013 and any rules, regulations, notifications
made under the said Act or any modifications thereof shall also apply to
this Company notwithstanding anything contained in these Articles of
Association.
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INTERPRETATION
5.
In these Regulations:-
i.
"Act" means the Companies Act, 2013, and any statutory modification
thereof, and includes any rules, regulations, notifications made there
under.
ii.
“Alter” or “Alteration” includes the making of additions, omissions
and substitutions.
iii.
“Articles” means the Articles of Association of the Company as
originally framed or as altered from time to time.
iv.
“Authorised Capital” or “Nominal Capital” means such capital as is
authorised by the Memorandum of the Company to be the maximum
amount of share capital of the Company.
v.
"Board of Directors” or “Board”, in relation to the company, means
the collective body of the directors of the company.
vi.
“Body Corporate” or “Corporation” includes a Company incorporated
outside India, but does not include –
a. a Co-operative Society registered under any law relating to co-
operative societies; and
b. any other body corporate (not being a company as defined in the
Companies Act), which the Central Government may, by
notification, specify in this behalf.
vii.
“Books of Account” includes records maintained in respect of–
a. All sums of money received and spent by the company and
matters in relation to which the receipts and expenditure take
place;
b. all sales and purchases of goods and services by the company;
c. the assets and liabilities of the company; and
d. the items of cost as may be prescribed under section 148, only if
and when the company is specified by Central Government in the
class of Companies falling under that section.
viii. “Branch Office” means any establishment described as such by the
Company.
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ix. “Called up Capital” means part of the unpaid Capital which has been
called up for payment.
x. "Company" means BIHAR STATE ELECTRONICS DEVELOPMENT
CORPORATION LIMITED.
xi. “Company Limited by Shares” means the company having the liability
of its members limited by the memorandum to the amount, if any,
unpaid on the shares respectively held by them.
xii. “Debenture” includes debenture stock, bonds or any other
instrument of the company evidencing a debt, whether constituting a
charge on the assets of the company or not.
xiii. “Deposit” shall have and carry the same meaning as defined under
Indian Companies Act at any time or from time to time and any
modifications thereof.
xiv. “Depository” means a depository as defined in section 2(1)(e) of the
Depositories Act, 1996.
xv. “Derivative” means the derivative as defined in section 2(ac) of the
Securities Contracts (Regulation) Act, 1956.
xvi. "Director” or “Directors" means a Director appointed or nominated
to the Board of the Company and includes persons occupying the
position of the Directors by whatever names called.
xvii. "Dividend" includes any interim dividend.
xviii. “Documents”
include
summons,
notice,
requisition,
order,
declaration, form and register, whether issued, sent or kept in
pursuance of the Act or under any law for the time being in force or
otherwise, maintained on paper or in electric form.
xix. “Expert” includes a Chartered Accountant, a Company Secretary, a
Cost Accountant, an Engineer, a valuer and any other person who has
the power or authority to issue a Certificate in pursuance of any law
for the time being in force.
xx. “Free Reserve” means such reserves which, as per the latest audited
Balance Sheet of the company, are available for distribution as
dividend: provided that
a.
any amount representing unrealised gains, notional gains or
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revaluation of assets, whether shown as a reserve or
otherwise; or
b.
any change in carrying amount of an asset or of a liability
recognised in equity, including surplus in profit and loss
account on measurement of the asset or the liability at fair
value;
shall not be treated as Free Reserve.
xxi. “General Meeting” shall collectively refer to Annual General Meetings,
Extra-ordinary General Meetings or any other meeting of any class or
classes of shareholders or members of the company.
xxii. “Government” means the Govt. of Bihar, unless stated otherwise.
xxiii. “Governor” means the Governor of Bihar, unless stated otherwise.
xxiv. “Independent Director” means an independent director referred to in
section 149(6) of the Act.
xxv. “Interested Director” means a director who is in any way, whether by
himself or through his relative, firm, body corporate or other
association of individuals in which he or his relative is a partner,
director or a member, interested in a contract or arrangement, or
proposed contract or arrangement, entered into or to be entered into
by or on behalf of the company.
xxvi. "In writing" or "written" means and includes words printed,
lithographed, represented or reproduced in any mode, or in any
visible form.
xxvii. “Issued Capital” means such capital as the company issues from time
to time for subscription.
xxviii. “Member”, in relation to the company, means –
a.
the subscriber to the memorandum of the company who shall
be deemed to have agreed to become member of the company
either in his individual capacity or on behalf of the Government
of Bihar, and on its registration, shall be entered as member in
its register of members;
b.
every other person who hold the shares in his name either in
his own behalf or on behalf of the president of India or the
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Government of any state or on behalf of government of India or
government of any state or national territory or on behalf of any
other person or company or body corporate or institution, at
any time or from time to time and whose name has been
entered in the register of members of the company.
c.
every person holding shares of the company and whose name is
entered as a beneficial owner in the records of a company/
depository.
xxix. “Memorandum” means the memorandum of association of the
company as originally framed or as altered from time to time.
xxx. "Month" means the calendar month.
xxxi. "Office" means the Registered Office of the Company for the time
being.
xxxii. “Paid-up Share Capital” or “Share capital Paid-up” means such
aggregate amount of money credited as paid-up as is equivalent to
the amount received as paid-up in respect of shares issued and also
includes any amount credited as paid-up in respect of shares of the
company, but does not include any other amount received in respect
of such shares, by whatever name called.
xxxiii. “Prescribed” means prescribed by rules, regulations or notifications
made under this Act.
xxxiv. “Register” means the register of members to be kept in pursuance to
the provision of the Act.
xxxv. “Related Party” and “Relative” shall have the same meaning as
defined /notified under section 2(76) and section 2(77), respectively,
of the Act.
xxxvi. "Seal" means the Common Seal of the Company.
xxxvii. “Tribunal” means National Company Law Tribunal (NCLT) or such
other board, court or authority as vested with the power of tribunal
for the time being on the specific or related matter.
xxxviii. “Voting Right” means the right of a member of the company to vote
in any meeting of the company or by means of postal ballot.
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PUBLIC LIMITED COMPANY
6.
The Company is a Public Company within the meaning of Section 2(71)
of the Companies Act, 2013, limited by shares, and is and shall remain to
be a Government company as long as not less than fifty-one (51) percent
of the paid-up share capital in the company is held either by the Central
Government or one or more State Government or Governments or partly
by Central Government and partly by one or more State Governments,
whether directly or indirectly.
SHARES, DEBENTURES AND DEPOSITS
AUTHORIZED CAPITAL
7.
The Authorized Share Capital of the Company shall be such amounts and
may be divided into such number of shares of such value and class as is
described in Clause V of the Memorandum of Association, either as
originally framed or altered from time to time.
ALTERATION OF SHARE CAPITAL
8.
Subject to approval of Government of Bihar, the company shall have
power to alter its Memorandum in General Meeting so as to increase,
cancel, consolidate, divide, convert, sub-divide its shares or share capital,
as described below, in accordance with the provisions of Section 61 and
other related provisions or rules under the Companies Act, 2013:
(A) increase its authorised share capital by such amount as it thinks
expedient;
(B) consolidate and / or divide all or any of its share capital in to
shares of a larger amount than its existing shares;
(C) convert all or any of its fully paid-up shares into stock, and re-
convert that stock into fully paid up shares of any denomination;
(D) 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, unpaid on each reduced share shall be the same as
it was in the case of the share from which the reduced share is
derived;
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(E) 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;
Provided that the cancellation of shares due to the reasons
of sub-clause (A) to (E) above, of this clause, shall not be deemed
to be a reduction of share capital.
(F) to make such other alterations /modifications /amendments
/cancellations in the share capital of the company to the extent
not restricted or prohibited either under the law or any of the
provisions under this Articles of Association.
NUMBERING OF SHARES
9.
Every share in the company shall be distinguished by its distinctive
number except a share held by a person whose name is entered as
holder of beneficial interest in such share in the records of the company/
depository.
ALLOTMENT AND ISSUE OF SHARES
10.
The shares in the company shall be under the control of the Board who
may issue or allot the same, from time to time, in such manner and on
such terms and conditions as the Board may deem fit, subject to the
provisions of the Act and any further provision contained in these
Articles of Association.
Provided that any further allotment of shares in the company
shall only be made in the name of Governor of Bihar, as further issue of
capital or otherwise, without offering the shares to the existing
shareholders holding shares for and on behalf of Governor of Bihar,
unless directed otherwise by the Government of Bihar and allotment to
any other person (not being an existing shareholder), upon
Government’s approval, may be made either on private placement basis
or public offer or any other mode or method as provided under the Act.
11. (A) No allotment of any securities of the company offered to the public for
subscription shall be made unless the amount stated in the prospectus
as the minimum amount has been subscribed and the sums payable on
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application for the amount so stated have been paid to and received by
the company by cheque or other instrument.
(B)
The amount payable on application on every security shall not be less
than five percent of the nominal amount of the security or such other
percentage or amount, as may be specified under the act and / or by the
Securities and Exchange Board, as and where applicable, by making
regulations in this behalf.
(C)
If the stated amount has not been subscribed and the sum payable on
application is not received within a period of Thirty days from the date
of issue of prospectus, or such other period specified under the act and /
or by the Securities and Exchange Board, as and where applicable, by the
Securities and Exchange Board, the amount received under Article 11
shall be returned within such time and in manner as prescribed under
the Act.
(D)
Notwithstanding anything contained herein, the Company shall be
entitled to dematerialise its shares, debentures, and other securities
pursuant to the Depositories Act, 1996 and offer its shares, debentures
and other securities for subscription in a dematerialised form.
CERTIFICATE OF SHARES
12. (A) A certificate, issued under the common seal of the company,
specifying the shares held by any person, shall be prima facie
evidence of the title of the person to such shares.
(B) A duplicate certificate of shares may be issued if such certificate:
i.
is proved to have been lost or destroyed; or
ii.
has been defaced, mutilated or torn and is surrendered to the
company.
(C) A share certificate may be sub-divided or consolidated.
(D) Where a share is held in depository form, the record of the depository
shall be the prima facie evidence of the interest of the beneficial
owner.
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VARIATION OF SHAREHOLDERS’ RIGHTS
13. (A) Where and whenever the share capital of the company is divided into
different classes of shares, the rights attached to the shares of any class
may be varied with the consent in writing of the holders of not less than
three-fourths of the issued shares of that class or by means of a special
resolution passed at a separate meeting of the holders of the issued
shares of that class provided that such variation is not prohibited by the
terms of issue of the shares of that class:
Provided further that if variation by one class of shareholders
affects the rights of any other class of shareholders, the consent of three-
fourths of such other class of shareholders shall also be obtained and the
provisions of the Act shall apply to such variation.
(B) Where the holders of not less than Ten percent of the issued shares of a
class did not consent to such variation or did not vote in favour of the
special resolution for the variation, they may apply to the Tribunal,
within twenty-one days of such consent or passing of resolution, to have
the variation cancelled and where any such application is made, the
variation shall not have effect unless and until it is confirmed by the
Tribunal.
CALLS ON SHARES AND FORFEITURE
14.
Where any calls for further share capital are made on the shares of a
class, such calls shall be made on a uniform basis on all shares falling
under that class.
If a member fails to pay any call, or a instalment of a call, on the day
appointed for payment thereof, the Board may, at any time thereafter
during such time as any part of the call or instalment remains unpaid,
serve a notice on him requiring payment of so much of the call or
instalment as is unpaid, together with any interest which may have
accrued.
If the requirements of such notice as aforesaid are not complied with,
any share in respect of which the notice has been given may at any time
thereafter, before the payment required by the notice has been made, be
forfeited by a resolution of the Board to that effect.
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COMPANY TO ACCEPT UNCALLED MONEY FOR SHARE CAPITAL
15. (1) The company may, accept from any member, the whole or a part of the
amount remaining unpaid on any shares held by him, even if no part of
that amount has been called up.
(2) A member shall not be entitled to any voting rights in respect of the
amount paid by him until that amount has been called up.
DIVIDEND AND RESERVE
16.
The company, may, pay dividends in proportion to the amount paid-up
on each share as per the provisions of the Act. However, the company,
may, before the declaration of any dividend in any financial year,
transfer such percentage of its profits for that financial year as it may
consider appropriate to the Reserves of the company or credit to the
Profit and Loss Account of the Company and the amounts or the part of
the amounts of such Reserves or Profits may be utilised by the company
in such manner and for such purposes as may be prescribed or provided
under the Act.
ISSUE OF SHARES ON PREMIUM
17 (A). The company may issue shares / securities on premium as per the
provisions of the Act and where the company issues shares at a
premium, whether for cash or otherwise, a sum equal to the aggregate
amount or value of the premium on those shares / securities shall be
transferred to an account, to be called, “Securities Premium Account”.
B. The Securities Premium Account may be applied by the company:
(i) towards the issue of unissued shares of the company to the
members of the company as fully paid bonus shares;
(ii) in writing off the preliminary expenses of the company;
(iii) in writing off the expenses of or the commission paid or discount
allowed on any issue of shares or debentures of the company;
(iv) in providing for the premium payable on the redemption of any
redeemable preference shares or of any debentures of the company
or,
(v) for the purchase of its own shares or other securities.
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ISSUE OF SHARES AT DISCOUNT
18.
The company is prohibited from issuing the shares at discount except in
the case of Sweat Equity Shares.
ISSUE OF SWEAT EQUITY SHARES
19.
The Company may issue sweat equity shares of a class of shares already
issued by the company subject to the approval of the Government of
Bihar and further in accordance with the provisions of the Act. The
rights, limitations, restrictions and provisions, as are for the time being
applicable to equity shares, shall be applicable to the sweat equity shares
issued and holders of such shares shall rank pari-passu with other equity
shareholders.
ISSUE AND REDEMPTION OF PREFERENCE SHARES
20.
The company may, issue preference shares which are liable to be
redeemed within a period not exceeding Twenty Years from the date of
their issue provided that the company may issue preference shares for a
period exceeding Twenty Years for infrastructure projects, subject to the
redemption of such percentage of shares, as may be prescribed under
the Act, on an annual basis, at the option of such preferential
shareholders.
ISSUE OF BONUS SHARES
21.
The company, may, by passing ordinary resolution and subject to
approval of Government of Bihar, issue fully paid-up bonus shares to its
members, in any manner whatsoever, out of—
a.
its free reserves;
b.
the securities premium account; or
c.
the capital redemption reserve account.
Provided that no issue of bonus shares shall be made by capitalising
reserves created by the revaluation of assets and no bonus shares shall be
issued in lieu of dividend.
Provided further that no fully paid bonus shares shall be issued by
capitalising profits or reserves if company is in default of payment of any
interest or principal or debts or dues of the nature or items as provided under
the Act in respect thereto.
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REDUCTION OF SHARE CAPITAL
22.
The company by special resolution and subject to confirmation by the
Tribunal and in accordance with the provisions of the Act, may, reduce
the share capital in any manner and in particular, may—
(a) extinguish or reduce the liability on any of its shares in respect of
the share capital not paid-up; or
(b) either, with or without extinguishing or reducing liability on any
of its shares:
i. cancel any paid-up share capital which is lost or is
unrepresented by available assets; or
ii.
pay off any paid-up share capital which is in excess of the
wants of the company, alter its memorandum by reducing
the amount of its share capital and of its shares
accordingly;
Provided that no such reduction shall be made if the company is
in arrears in the repayment of any deposits accepted by it or the interest
payable thereon.
POWER OF COMPANY TO PURCHASE ITS OWN SECURITIES
23.
The company shall not provide any loan or give guarantee or provide
security or give any other financial assistance to any person for the
purpose of, or in connection with, the purchase or subscription made or
to be made for any shares in the company.
24.
The company may, in accordance with the provisions and subject to
limitations and restrictions provided under the Act, purchase its own
shares or other specified securities out of:
i. its free reserves; or
ii. the securities premium account; or
iii. the proceeds of the issue of any shares or other specified securities.
TRANSFER OF SUMS TO CAPITAL REDEMPTION RESERVE ACCOUNT
25.
Whenever the company purchases its own shares out of Free Reserves
or Securities Premium Account, a sum equal to the nominal value of the
shares so purchased shall be transferred to the Capital Redemption
Reserve Account and details of such transfer shall be disclosed in the
Balance Sheet.
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The Capital Redemption Reserve Account may be applied by the
company, in paying up unissued shares of the company to be issued to
members of the company as fully paid Bonus Shares.
BUY-BACK OF SHARES
26.
Subject to the provisions of the Act or any other law for the time being in
force and notwithstanding anything contained in these Articles of
Association, in respect thereto, the company may buy-back its own
shares or other specified securities at any time or from time-to-time.
TRANSFER AND TRANSMISSIONS OF SHARES
27.
Unless otherwise any contrary direction received from the Government
of Bihar, shares held in the name of shareholders on behalf of Governor
of Bihar, shall be transferred to the persons notified by the Government
of Bihar, from time-to-time.
LIEN
28.
The Company shall have a first and paramount lien upon all the shares
(not being a fully paid up share) for all monies, whether presently called
or payable or not, or to be called or payable at a fixed time in respect of
that share and on all shares (not being a fully paid up share) standing
registered in the name of a single person for all monies presently
payable by him or his estate to the company. 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. Provided that the Board
may, at any time, declare any share to be wholly or in part exempt from
the provisions of this clause.
DEBENTURES
29.
The company may, in accordance with the provisions of the Act, issue
debentures with or without option to convert such debentures into
shares, either wholly or partly, at the time of redemption and issue of
such debentures shall be approved by a special resolution passed at a
general meeting.
Provided that if the company issues Convertible Debentures the further
approval of the Government of Bihar shall be required.
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ACCEPTANCE OF DEPOSITS
30.
The company may, subject to provisions of the Act and any rules or
regulations framed there under, accept deposits from persons other than
its members.
REGISTERS
31.
The company shall keep and maintain the following Registers apart from
other Registers and Records that may be required to be kept under the
Act:
a) Register of members indicating separately for each class of equity
and preference shares held by each member residing in or
outside India;
b) Register of debenture-holders; and
c) Register of any other security holders.
POWER TO CLOSE REGISTER OF MEMBERS OR DEBENTURE HOLDERS OR
OTHER SECURITY HOLDERS
32.
The company may, after giving notice in a daily English and Local
language Newspaper and also after publishing on company’s website,
close the register of members or the register of debenture holders or the
register of other security holders for any period or periods not exceeding
in the aggregate Forty-Five days in each year and provided that the
length of continuous closer of Registers shall not exceed Thirty Days at
any one time.
GENERAL MEETINGS
ANNUAL GENERAL MEETING (AGM)
33.
Subject to the provisions of the act, the company shall, in each year, hold
in addition to any other meetings, a general meeting as its annual
general meeting and shall specify the meeting as such in the notices
calling it and not more than Fifteen months shall elapse between the
date of one annual general meeting of a company and that of the next.
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EXTRA ORDINARY GENERAL MEETING (EOGM)
34.
Apart from Annual General Meetings, as mentioned above, the company
may as per Section 100 of the Act, call extra ordinary general meetings
whenever it deems fit. The shareholders holding not less than one-tenth
of paid-up share capital carrying right to vote on those shares may also
requisition Extra-ordinary General Meeting in accordance with the
provisions of the Act.
NOTICE OF MEETINGS AND STATEMENT ANNEXED TO NOTICE
35.
A General meeting of the company, whether Annual or Extra-ordinary,
may be called by giving not less than clear Twenty-One day’s notice
either in writing or through electronic mode.
Provided that a general meeting may be called after giving a shorter
notice if consent is given in writing or by electronic mode by not less than
Ninty-Five percent of the members entitled to vote in the meeting.
36.
The notice of every meeting of the company shall be given to –
(a) every member of the company, legal representative of any
deceased member or the assignee of an insolvent member;
(b) the auditor or auditors of the company; and
(c) every director of the company.
Accidental omission of service of notice to any of the above persons shall
not invalidate the proceedings of the meeting.
A statement setting out the material facts concerning each item of
business to be transacted at the general meetings shall be annexed, wherever
required, to the notice calling the meeting.
QUORUM FOR MEETINGS
37. A. (i) Five members personally present, if the number of members as on
the date of meeting is not more than one thousand;
(ii) Fifteen members personally present, if the number of members as on
date of meeting is more than one thousand but up to five thousand;
(iii) Thirty members personally present, if the number of members as on
the date of meeting of the company exceeds five thousand.
B.
If the quorum is not present within half-an-hour from the time
appointed for holding a meeting of the company—
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(i) the meeting shall stand adjourned to the same day in the next
week at the same time and place, or to such other date and
such other time and place as the Board may determine; or
(ii) the meeting, if called by requisitionists as per the provisions
of section 100 of the Act, shall stand cancelled.
Provided that in case of an adjourned meeting or of a change of day, time
or place of meeting, not less than three days notice shall be given to the members
either individually or by publishing an advertisement in the newspapers (one in
English and one in vernacular language) which is in circulation at the place where
the registered office of the company is situated.
C.
If at the adjourned meeting also, a quorum is not present within half
an-hour from the time appointed for holding meeting, the members
present, not being less than two, shall be the quorum.
CHAIRMAN OF GENERAL MEETINGS
38.
The chairman of the Board shall also be the chairman of the General
Meetings. However, if the chairman is not present within half-an-hour
from the time appointed for the meeting, the members personally
present at the meeting shall elect one of themselves to be the chairman
by show of hands or by poll, if demanded.
PROXIES
39.
Proxies may be appointed by any member of a company entitled to
attend and vote on poll. The proxy shall have no right to speak in the
meeting or to vote on show of hands. A representative appointed by
corporate shareholders shall enjoy all rights and privileges as given to a
member attending the meeting in person.
ADJOURNMENT OF MEETING
40.
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 from place to place and may adjourn the Meeting
for bona fide reasons and the adjourned meeting may be reconvened on
such date and time as the meeting or the chairman may direct.
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VOTING AT THE MEETING
41.
Every member whose name is entered in Register of Members of the
company shall have right to vote in the meetings with respect to his
paid-up shares or shares treated as paid-up by the company. However,
no member shall exercise any 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 of lien.
42.
At any general meeting, a resolution put to the vote on the meeting shall,
unless a poll is demanded under section 109 or the voting is carried out
electronically, be decided on a show of hands.
43.
Subject to provisions above, a member may exercise his right to vote at
any general meeting by electronic means and company may pass any
resolution by electronic voting system.
44.
At any general meeting, a resolution put to the vote of the meeting shall,
unless a poll is ordered to be taken by the chairman or the poll is
demanded under section 109 or the voting is carried out electronically,
be decided on a show of hands.
45.
On show of hands, every member present in person shall have one vote
and on poll every member or his duly appointed proxy shall have one
vote for each paid up capital held by him in the company.
POSTAL BALLOT
46.
The company shall, on applicability of required provisions to it under the
Act and the rules, and may, in accordance with the provisions of the Act
and the rules made there under transact businesses through postal
ballot.
CIRCULATION OF MEMBERS RESOLUTION
47.
The company shall, on receipt of requisition from members holding not
less than one-tenth of the paid-up capital carrying voting rights, give
notice to the members of resolutions intended to be moved and shall
also circulate any statement relating to matters under proposed
resolution in accordance with the provisions of the Act and the
provisions of the Act and rules made there under in this respect shall be
applicable.
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REPRESENTATION OF PRESIDENT AND GOVERNORS IN A MEETING
48.
The President of India and the Governor of any state of India, if he / she
is a shareholder of the company, may appoint such person as they think
fit to act as their representative at any meeting of the company or at any
meeting of any class of members of the company. The person appointed
shall be deemed to be a member of the company and shall be entitled to
exercise the same right and powers, including the right to vote by proxy
and postal ballot, as the President or Governor could exercise as a
member of the company.
BOARD OF DIRECTORS
DIRECTORS
49. (i) The company shall have a Board of Directors consisting of individuals as
directors and shall have a minimum number of three directors and a
maximum of fifteen directors.
(ii) The company may appoint more than fifteen directors after passing a
special resolution.
(iii) The Directors shall not be required to hold qualification shares in the
company.
50.
The Directors in the company shall be appointed by Government of Bihar
from and amongst Principal Secretary / Secretary / Experts of any
department and the individuals so appointed or nominated shall be
treated and regarded as Nominee Directors.
51.
Notwithstanding anything contained above, the Government of Bihar
may nominate or appoint any other person as Managing Director,
Additional Directors, Casual Directors or Directors in the company, at
absolute discretion, and the persons so nominated or appointed need
not be a Govt. employee. Any Nominee Director of the company shall not
be required to retire by rotation.
52.
Subject to consent of Government of Bihar, the Directors in the Company
may also be nominated by Banks, Financial Institutions, Investors or
other stakeholders or shareholders pursuant to any contract or
agreement or arrangement or otherwise.
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53.
Persons joining or replacing or taking charge on the post of Principal
Secretary/Secretary/Experts
in
the
respective
department,
as
mentioned in clause 50 herein above, as held by a Nominee Director of
Govt. of Bihar, shall be deemed to be Director nominated by Government
of Bihar in replacement or in place of the Nominee Director holding that
post immediately before relinquishing that post.
54.
The Government of Bihar may replace, remove or relinquish a person
nominated / appointed by him as a director of the company.
55.
The directors, may, in accordance with the provisions of the Act, be paid
such remuneration, allowances, fees, commissions, bonus, shares in
profit, re-imbursement of expenses or other charges or payments as
approved by the Government of Bihar.
INDEPENDENT DIRECTORS AND WOMEN DIRECTORS
56.
The company, upon applicability of the provisions of section 149 or
other related provisions of the Act or rules made there under, shall
appointed at least two (2) persons as Independent Directors on its Board
and the persons so appointed shall not be liable to retire by rotation. The
appointment of Independent Directors shall be proposed by the Board of
directors and recommended for consent to the Government of Bihar and
thereafter on receiving his consent shall be confirmed by the
shareholders of the company in General Meeting.
57.
On falling under the list of the companies prescribed under section 149
of the Act, the company shall appoint at least One (1) Women Director
whom shall be either a nominee or an independent director and the
provisions under these Articles of Association or under the Act as
applicable to an independent or nominee director shall mutatis mutandis
apply to such women director.
MANAGING DIRECTOR
58.
The Managing Director shall be nominated by Government of Bihar and
shall be responsible for all day to day affairs of the company as required
under the Act and including the responsibilities and powers delegated to
or vested in him either by the Board of Directors or shareholders or the
Government of Bihar or under any bylaws or regulations of the company
as duly approved by the Board or Shareholders of the company.
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DISQUALIFICATIONS FOR APPOINTMENT OF DIRECTORS
59.
The provisions of the Act in respect of Disqualifications for Appointment
of Directors shall apply to this company only to the extent applicable to a
Government Company under the Act or the rules made / to be made
there under.
RESIGNATION OF DIRECTORS
60.
A director may resign from his office by giving a notice in writing to the
company and the Board shall, on receipt of such notice, take note of the
same and the company shall intimate the Registrar within such time as
may be prescribed and shall also place the act of such resignation in the
report of directors laid in the immediately following general meeting of
the company.
The resigning director shall also forward a copy of his resignation
along with detailed reasons for the resignation to the Registrar within
such time and in such manner as may be prescribed under the Act.
The resignation of a director shall take effect from the date on
which the notice is received by the company or the date, if any, specified
by the director in the notice, whichever is later.
REMOVAL OF DIRECTORS
61.
The Company may, by ordinary resolution and in accordance with other
applicable provisions of the Act, remove a director, except the nominee
directors and a director appointed by the Tribunal under section 242 of
the Act, before the expiry of the period of his office after giving him a
reasonable opportunity of being heard.
Provided that the director who was removed from office shall not be re-
appointed as a director of the company by the Board of Directors.
APPOINTMENT OF KEY MANAGERIAL PERSONNEL
62.
Upon applicability of the provision of Section 203 of the Act to the
company, the following Whole-time Key Managerial Personnel shall be
appointed:-
a. Managing director, or Chief Executive Officer or Manager and in
their absence, a Whole-time Director;
b. Company secretary; and
c. Chief Financial Officer.
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CHAIRMAN OF THE BOARD
63.
The Chairperson of the Board of Directors of the company shall be
nominated by Government of Bihar and in cases where no chairperson
is nominated or at any meeting the Chairperson is not present within
five minutes after the time appointed for holding the meeting, the
directors present may choose one of their number to be Chairperson of
that specific meeting.
64.
The chairman shall have the right to call for any document, register or
information for verification or inspection either for reviewing the
periodical progress or work of the company or for verification of
departmental working or functioning or for any other legal purpose.
65.
In situations of emergency, the chairman is authorized to take all
decisions and exercise all the powers as vested in the Board, without
having to requisition a Board Meeting (in cases where decision by
circulation to Board is not possible), provided that ratification of such
decision in the forthcoming General Meeting shall be required.
MEETINGS OF BOARD
66.
The company shall hold the minimum of four meetings of its Board of
Directors every year in such a manner that not more than one hundred
and twenty days shall intervene between two consecutive meetings of
the Board. Any Director may participate in the meeting through video
conferencing or other audio visual means.
NOTICE OF BOARD MEETINGS
67.
At least seven days notice in writing shall be given to every director at
their address registered with the company or at their official address
either by hand delivery, or by post or by electronic means. A meeting
may also be called at shorter notice to transact urgent business subject
to the condition that at least one independent director, if any, shall be
present at the meeting and in case of absence of independent directors
from such a meeting of the Board, decisions taken at such a meeting shall
be circulated to all the Directors and shall be final only on ratification
thereof by at least one independent director, if any.
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QUORUM FOR MEETINGS OF BOARD
68.
The quorum for a meeting of the Board of Directors of the company shall
be one-third of its total strength or two directors, whichever is higher,
and the participation of the directors by video conferencing or by other
audio visual means shall also be counted for the purposes of quorum.
PASSING OF RESOLUTION BY CIRCULATION
69. 1. No resolution shall be deemed to have been duly passed by the Board or
by a committee thereof by circulation, unless the resolution has been
circulated in draft, together with the necessary papers, if any, to all the
directors, or members of the committee, as the case may be, at their
addresses registered with the company in India or at their official
address by hand delivery or by post or by courier, or through such
electronic means as may be prescribed under the Act or the rules and the
resolution has been approved by a majority of the directors or members,
who are entitled to vote on the resolution.
Provided that, where not less than one-third of the total number
of directors of the company for the time being require that any
resolution under circulation must be decided at a meeting, the
chairperson shall put the resolution to be decided at a meeting of the
Board.
2. Resolution under Article 69 shall be noted at a subsequent meeting of
the Board or the committee thereof, as the case may be, and made part of
the minutes of such meeting.
DEFECTS IN APPOINTMENT OF DIRECTORS NOT TO INVALIDATE ACTIONS
TAKEN
70.
No act done by a person as a director shall be deemed to be invalid,
notwithstanding that it was subsequently noticed that his appointment
was invalid by reason of any defect or disqualification or had terminated
by virtue of any provision contained in the Act or in these Articles of the
company:
Provided that nothing shall be deemed to give validity to any act
done by the director after his appointment has been noticed by the
company to be invalid or to have terminated.
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POWERS OF BOARD
71. 1. Subject to restrictions contained these Articles of Association, the Board
of Directors of the company shall be entitled to exercise all such powers,
and to do all such acts and things, as the company is authorised to
exercise and do. Provided that the Board shall not exercise any power
or do any act or thing which is directed or required, whether under the
Act or the rules made there under, to be exercised or done by the
company in general meeting.
2.
No regulation made by the company in general meeting shall invalidate
any prior act of the Board which would have been valid if that regulation
had not been made.
3.
The following powers shall only be exercised by the Board through a
resolution passed in a meeting of Board of Directors of the Company:—
a. to make calls on shareholders in respect of money unpaid on their
shares;
b. to authorise buy-back of securities under section 68;
c. to issue securities, including debentures, whether in or outside India;
d. to borrow monies;
e. to invest the funds of the company;
f. to grant loans or give guarantee or provide security in respect of
loans;
g. to approve financial statement and the Board’s report;
h. to diversify the business of the company;
i. to approve amalgamation, merger or reconstruction;
j. to take over a company or acquire a controlling or substantial stake in
another company or firm;
k. any other matter which may be prescribed by Central Government
pursuant to section 179 of the Act.
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DELEGATION OF POWERS BY BOARD
72.
The Board may, by a resolution passed at a meeting, delegate to any
committee of directors, the managing director, the manager or any other
principal officer of the company or in the case of a branch office of the
company, the principal officer of the branch office, the powers specified
in sub-clauses (d) to (f) of Article 71 on such conditions as it may specify.
RESTRICTIONS ON POWERS OF BOARD
73.
The Board of Directors of the company shall exercise the following
powers only with the consent of the members of the company by a
special resolution and approval of Government of Bihar:
a.
to sell, lease or otherwise dispose of the whole or substantially the
whole of the undertaking of the company or where the company
owns more than one undertaking, of the whole or substantially the
whole of any of such undertakings.
b.
to invest otherwise in trust securities the amount of compensation
received by it as a result of any merger or amalgamation;
c.
to borrow money, where the money to be borrowed together with
money already borrowed, will exceed the aggregate of company’s
paid-up capital and free reserve, apart from temporary loans
obtained from the company’s bankers in ordinary course of
business & providing security for such loans;
d.
expenditures relating to CSR or Charitable nature where the
amount of such expenditure in a financial year exceeds 5% of the
average net profits of the company made during the three
immediately preceding financial years.
e.
to remit, or give time for the repayment of, any debt due from a
director.
74.
The following powers shall only be exercised by the Board of Directors
of the Company subject to approval of Government of Bihar:
a. Alteration of Share Capital of the company
b. Issue of Sweat Equity Shares by the company
c.
Issue of Bonus Shares by the company
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d.
Allotment of Equity or Preference Shares to persons other than
Government of Bihar
e.
Any variation in the right of shareholders
f.
Issue of Convertible Debt instruments
g.
Appointment of Directors other than Independent Directors,
Managing Director and Directors Nominated by Government of Bihar
h.
Remuneration and other payments to Directors
i.
Any Alteration in Memorandum of Association of the Company
j.
Any Alteration in Articles of Association of the Company
k.
Matters under Article 73 above
l.
Such other matters of policy or important nature as the Board of
Directors considers fit or appropriate for approval of Government of
Bihar
m.
Any other matter either directed by the Government of Bihar for such
approval or required under any rules, regulations, notifications or
directions of Government of Bihar.
POWER FOR BORROWING FUND AND PROVIDING SECURITY
75.
Subject to provisions of the Act, the company may borrow money from
Banks,
financial
institutions,
persons,
companies,
corporations,
institutions and governments. Provided that where the money to be
borrowed, together with the money already borrowed by the company
will exceed the aggregate of its paid-up capital and free reserves, apart
from temporary loans obtained from the company’s bankers in the
ordinary course of business, the approval of shareholders shall be
required.
Subject to provisions in Article 73(c), the Directors may, from
time to time, secure the payment of such borrowing in such manner and
upon such terms and conditions in all respects as they deem fit and in
particular by the issue of bonds or debentures or by pledge, mortgage,
charge or any other security on all or any properties of the Company,
including its uncalled capital for the time being.
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OPERATION OF BANK ACCOUNTS
76.
The Directors shall have the power to open bank accounts, to sign
cheques, and to operate all banking accounts of the Company and to
receive payments, make endorsements, draw and accept negotiable
instruments, hundies or bills and may authorize any other person or
persons to exercise such powers for and on behalf of the company.
COMMITTEES
77.
The company shall, in accordance with the provisions of the Act,
constitute such committees as statutorily required to be constituted
under the provisions of the Act and the Board of the company may
constitute such other committee or committees consisting of Directors,
officers or employees of the company or other persons, experts or
professionals as the Board may think fit and may also appoint the
chairman and / or secretary of such committees and further delegate the
powers to be exercised by the committees in its meeting. The minutes of
the meeting of the committees shall be placed before the Directors for
confirmation in the subsequent meeting of the Board of Directors of the
company.
AUDIT COMMITTEE
78.
Subject to the provisions of Section 177 of the Act, the company shall
constitute a Audit Committee of the Board consisting of three and more
directors with independent directors forming a majority.
CONTRIBUTION BY COMPANY AND RESTRICTIONS THEREOF
79.
The Board of Directors of the company may, in accordance with the
provisions of the Act, donate or contribute to bona fide charitable and other
funds. Provided that prior permission of the company in general meeting
shall be required for such contribution in case any amount the aggregate of
which, in any financial year, exceed Five percent of its average net profits for
the three immediately preceding financial years.
80.
The company shall not contribute or make donation to any political party or
to any organisation or person, who is carrying on any political activity or, as
per reasonable belief, is likely to carry on any political activity with the fund
contributed or donated by the company or for any political purpose.
.
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CONTRIBUTION TOWARDS NATIONAL DEFENCE FUND
81.
The Board of Directors of the company or any person or authority duly
authorized by the Board of Directors or, in lieu, the shareholders in
general meeting, may notwithstanding anything contained in sections
180, 181 and 182 or any other provision of the Act or any other
instrument relating to the company, contribute such amount as it thinks
fit to the National Defence Fund or any other fund approved by the
Central Government for the purpose of national defence in accordance
with the provisions of section 183 of the Act and the amounts of such
contribution shall be disclosed in the Profit & Loss Account of the
Company in the financial year to which the contribution relates.
ACCOUNTS AND AUDIT
ACCOUNTS
82.
The Company shall prepare and keep at its registered office books of
accounts and other relevant papers and financial statements which give
true and fair view of the state of the affairs of the company, including
that of its branch offices, if any, and explain the transactions effected
both at the registered office and its branches. The Books of Accounts and
related papers and vouchers shall be preserved at least for eight years.
Provided that all or any of the books of accounts aforesaid and other
relevant papers may be kept at such other place in India as the Board may
decide and where such a decision is taken, the company shall, within seven days
thereof, file with the registrar a notice in writing giving the full address of that
other place and also the company may keep such books of account or other
relevant papers in electronic mode in such manner as may be prescribed under
the Act.
The books of accounts and other related documents and papers
maintained by the company within India shall be open for inspection at the
registered office of the company or at such other place in India by any director,
during business hours.
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AUDIT
83. 1. The Board or Audit Committee shall appoint internal auditors in the
company and get the accounts of the company internally audited either
annually or periodically at such intervals as the Board of directors or the
Audit Committee of the Company may deem appropriate or as may be
required under the Act or any other laws.
2. The accounts of the company shall also be audited annually by the
statutory auditors duly appointed by CAG and the statutory audited
accounts shall be reviewed by the office of CAG.
MISCELLANEOUS
CORPORATE SOCIAL RESPONSIBILITY
84.
Subject to the provisions of section 135 of the Act, the company shall
constitute a Corporate Social Responsibility Committee of the Board
consisting of three or more directors, out of which at least one director
shall be an independent director and the activities under the Corporate
Social Responsibility may be taken up or carried by the company itself or
through a registered and recognised society or trust or through a
company incorporated under section 8 of the Act.
GOVERNMENT’S POWER TO REVIEW
85.
Notwithstanding anything to the contrary contained in these Articles, the
Govt. of Bihar may review the work and progress of the Company, hold
enquiries in to affairs thereof, get the accounts of the Company audited
or re-audited by any internal auditor and issue directions, as deemed
appropriate, to the Company.
WINDING UP
86.
Winding up, when necessary, will be done in accordance with the
provisions and requirements of the Act or the rules or regulations made
or notified there under or statutory modifications thereto.
SECRECY
87.
Subject to the provisions of law of land and the act, every manager,
auditor, trustee, member of a committee, officer servant, agent
accountant or other persons employed in the business of the company
shall, if so required by the Board of Directors before entering upon his
duties, sign, declaration, pledging himself to observe strict secrecy
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respecting all transactions of the Company with its customers and the
state of account with individuals and in matters relating thereto and
shall by such declaration pledge himself, not to reveal any of the matters
which may come to his knowledge in the discharge of his duties except
when required to do so by the directors or by any court of law and
except so far as may be necessary in order to comply with any of the
provisions in these presents.
INDEMNITY
88.
Every officer of the company shall be indemnified out of the assets of the
company against any liability incurred by him in defending any
proceedings, whether civil or criminal, in which judgment is given in his
favour or in which he is acquitted or in which relief is granted to him by
the court or the Tribunal.
We the persons, whose names, addresses and descriptions are subscribed hereunder are desirous of
We the persons, whose names, addresses and descriptions are subscribed hereunder are desirous of
We the persons, whose names, addresses and descriptions are subscribed hereunder are desirous of
We the persons, whose names, addresses and descriptions are subscribed hereunder are desirous of
being formed into a Company in p
being formed into a Company in p
being formed into a Company in p
being formed into a Company in pursuance of the this Article of Association and we respectively
ursuance of the this Article of Association and we respectively
ursuance of the this Article of Association and we respectively
ursuance of the this Article of Association and we respectively
agree to take the number of shares in the capital of the Company set opposite our respective names:
agree to take the number of shares in the capital of the Company set opposite our respective names:
agree to take the number of shares in the capital of the Company set opposite our respective names:
agree to take the number of shares in the capital of the Company set opposite our respective names:-
Sl .
No.
Name, Address, Occupation &
Description of the subscriber’s
and his/her father’s/husband’s
name
Numbers of
Equity Shares
taken by each
subscribers
Signature of
Subscribers
Name, Address,
Occupation &
Descriptions of the
witness and
his/her father’s/
husband’s name
For and on behalf of Governor of
Bihar:-
1.
Shri vallabh Saran
S/o Shri Kaushal Kishore Saran
New Secretariat, Patna
Government Service
100
(One Hundred)
Sd/-
(S.V. Saran)
Witness to Signatories One to Seven,
Sd. Shri Nand Bahadur, Service,
C/o Thakur Vaidyanath Aiyar & Co.
Charted Accountants, Fraser Road, Patna.
2.
Ravindra Kumar Sinha
S/o Shri-Balram Kumar Sinha
New Secretariat, Patna,
Government Service
100
(One Hundred)
Sd/-
(R.K. Sinha)
3.
Devi Saran Sinha
S/o Late Yadunath Prasad Sinha
New Secretariat, Patna,
Government Service
100
(One Hundred)
Sd/-
(D.S. Sinha)
4.
Ramanand Choudhary
S/o Late Bindhyanath Choudhary
New Secretariat, Patna.
Government Service
100
(One Hundred)
Sd/-
(R.N.
Choudhary)
5.
Chandan Kumar Basu
S/o Shri Kamal Kumar Bose
New Secretariat, Patna.
Government Service
100
(One Hundred)
Sd/-
(C.K. Basu)
39
ॢबहर गजट
[सधरण 21 माच 2017
Sl .
No.
Name, Address, Occupation &
Description of the subscriber’s
and his/her father’s/husband’s
name
Numbers of
Equity Shares
taken by each
subscribers
Signature of
Subscribers
Name, Address,
Occupation &
Descriptions of the
witness and
his/her father’s/
husband’s name
6.
Krishna Chandra Jha
S/o Shri Harish Chandra Jha
New Secretariat, Patna.
Government Service
100
(One Hundred)
Sd/-
(K.C. Jha)
Witness to
Signatories One
to Seven,
Sd. Shri Nand
Bahadur,
Service,
C/o Thakur
Vaidyanath
Aiyar & Co.
Charted
Accountants,
Fraser Road,
Patna.
7.
Amar Nath Tatarway
S/o Shri Sharda Prasad
New Secretariat, Patna.
Government Service
100
(One Hundred)
Sd/-
(A.N.
Tetarway)
Total 700
(Seven hundred
Equity shares)
Place : Patna, Dated, the 2ndday of February 1978.
————
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