Articles of Association

Updated atMarch 2010

……………… Company Ltd.

(Incorporated under the Companies Act 1956)

  1. The provisions of Table A in the first schedule of the Companies Act 1956, shall apply to this company so far as they are applicable to private limited Companies and are not expressly provided otherwise in these articles.

  2. Share Capital. The capital of the company is Rs. ____divided into___ Equity shares of Rs. 10 each payable Rs. 5 on application and the balance on allotment.

  3. Private Company. The company shall be a private limited company and accordingly:

    (a) No invitation shall be made to the public to subscribe its share capital or debenture, if any.

    (b) The number of members of the company shall not exceed 50 excluding the employees of the company and the joint holders of one or more shares shall be considered for the purpose of this sub-clause as one member.

    (c) The right to transfer its shares shall be restricted as hereinafter provided.

  4. Agreement. As soon as possible after the registration of the company the Directors shall give effect to the agreement between the firms ___and_____ of the one part and the company of the other part to acquire the business as stated in the Memorandum of Association of the company, by proper entries in the books of account.

  5. Shares. Subject to and without prejudice to the other provisions of these articles, the shares of the company shall be under the control of the Directors who shall allot to the members its shares at such time and in such manner and for such consideration as Directors shall determine.

  6. Transfer and Transmission of Shares. Shares of the company may be transferred by the holders thereof to their sons, daughters, wives or other legal heirs or any other member or members of the company in the usual way, but such transferrer shall be deemed to remain the holder of any share transferred until the name of the transferee is entered in the Register of Members as the holder thereof.

  7. In case a shareholder of the company expresses his intention to transfer all or any part of the shares held by him to any other person except those referred to in the above article, he is to signify his such intention by proposal in writing to the Directors of the company giving the name, address and description of such proposed transferee and the Directors will convene a meeting forthwith to consider such proposal and the Directors will be at liberty to either take in such transferee as a member of the company or arrange the sale of such...

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