1 I. The name of the company is“The Bihar State Text-Book Publishing Corporation Ltd II. The Registered Office of the Company will be situated in the State of Bihar. III. The objects for which the Company is established are— 1 To acquire and take over business and other activities of the Government of Bihar relating to publication of text books together with all its assets, rights, privileges and liabilities which and as the Goverment of Bihar may transfer to the Company and to carry on such business and activities, and d o, exercise, perform and carry out such functions, powers, and authority as may from time to time be give anddirected by the Government of Bihar in that regard or with regard to any other like matter and objects. 2 To publish, print, sell, supply or otherwisedeal in text and other books and literatures on all subjects and in all languages for Primary, Secondary and University education in the State of Bihar and else where as may be prescribed and/or approved or required by the Government of Bihar or other educational authorities, institutions and bodies, statutory or otherwise. 3 To carry on business as Publishers and Printers in all its branches and of all kinds, types or Literary, Scientific, Technical, Artistic and other books, works and publications including daily, weeklly or other periodical magazines in all languages and on all educational commercial or industrial and allied subjects. 4 To purchase or otherwise acquire, own, establish, either wholly or in part and print, publish, edit, and sell, import or export or otherwise deal in any magazines, pamphlets, leaflets, posters, journals, reviews, pictorials, annuals, supplements, biograp hies, auto biographies, books of all kinds of difierent subjects, treatises, pictures, atlases and maps, circulars, encyclopaedias and other literatures or works and publication; to carry on business of press and propagand and to establish organize and run advertising agencies, news and newspaper selling agencies; and to act as advertising consultants, distributing agents for books and other publications of local and foreign publishers, book clubs and associations; to manufacture and deal in pictures photo -graphs. autographs, paintings, pictorials,postcards,calendars, diaries, stationery, artistic goods, artistic materials; and to act as picture framemakers, photographers,artists. sculptors, painters and decorators. MEMORANDOM OF ASSOCIATION OF The Bihar State Text-Book Publishing Corporation Ltd 2 5 To use trade marks or trade names or brands for the publication and products of the Company and for the purposes aforesaid to apply for and take out, purcahse or other - wise acquire any trade marks patents and patent rights, copyrights, design or other process which may seem useful for the Company’s objecte and to grant licences to use the same, and to work, develop, carrryout, exercise and turn to account the same. 6 To enter into agreement with writers, editofs, artists, photographers, pulilishers, printers and others for acquiring sole or other rights in respect of their. it books, publications, writings, articles, dramas, criticism, photoplays, tracts, treatises, e ssays, thesis, pain -tings, art works and photographs and to obtaind acquire copyrights and rights of publication and reproduction and other rights of in respect of any articles, essays, cartoons, caricatures, news, information, contributions, etc., and an y literary, scientific, technical, artistic or other publication and matters and to turn the same to account or dispose of the same. 7 To own, establish or otherwise acquire, expand, run, finance and subsidise, organise, manage or control libraries, reading halls, mobile shows circulating libraries, exhibitionus, cultural. literary and boo ks cl ubs and associations and to enrol members temporary or permanent for the some and to organize and conductre search work in conection with compilation of books; and to adopt other means of enhancing the business of the Company and sale of its publications and products particular by advertising in newspapers, magazines and periodicals and by circulars or any other means permissible under the law. 8 To establish competitions in respect of articles, essays, stories, puzzles, anagrams, contributions and informations suitable for insertion in any publication of the Company, to hold or promote competition of any description authorised by law which may be calculated to promote or advertise the sale of any publication of the Company or of any other parson or to enhance or increase the business of the Company and to offer and award prizes, rewards, compensation and premia in connection with such competitions and of such character and upon such terms as may seem expedient and as may be permissible under the law. 3 9 To provide for and furnish or secure to any members or customers of the Company, or to any subscribers or purchasers or possessors of, any publications of the Company, or of any coupons or tickets issued with any publications of the Company, any chattels, conveniences, advantages, ben efits, or special privileges which may seem expedient; and either gratuitously or otherwise. 10 To own, establish, purchase, take in lease or hire or other wise acquire, superintend, control, assist, run and manage printing presses of all kinds and processes, whether run by electricity. steam, gits, manual or other motive powers, type foundry, rollers, casting and block works, dies -making, book-binding and other allied and ancillary processes, workshops, factories, establishments, books and other stalls and stores. 11 To manufacture, buy, sell; import, export, or other wise deal in paper, ink, types. blocks, stationery, machinery, tools, equipment, stories and accessories required for and in connection with the business or business of the Company or for its customers. 12 To purchase, take on lease or in exchange hire or otherwise acquire and hold for any estate or interest, any lands, buildings, mills and factories, easements, rights, licences, secret or processes, inventions, machinery. plant, stock -in-trade and any immo vable and movable property of any kind necessary or convenient for the purpose of or in connection with the Company’s business. 13 To obtain from any Government or authority whatsoeverany orders or licences; con - cessions, privileges and rights or other forms of statutory or official authority that may seem to the Company conductive to the carrying into effect of any of the objects of the Company and to exercise and comply with the same. 14 To act as agent for Government or other athorities or any manufacturers, merchants, and others and to transact and carry on agency business of every kind and of any description. 15 To establish and conduct research, work and promote studies in connection with the printing, publishing and other allied business and trade that may be considered by the Company likely to assist the Company’s business and to provide grants for such purposes. 4 16 To carry on any other trade or business whatsoever which can in the opinion of the directors of the Company be advantageously carried on by the Company in connection with or ancillary to the general business of the Company. 17 To acquire, liquid, make, construct, equip, maintain, improve, alter and work factories, buildings, roads, water course and other works and conveniences which may be necessary or contentent for the purpose of the Company or may seem caÎculated directly or indirectly to advance the Company’s interests and to contribute to subsidies otherwise assist or take part in the construction, improvement, maintenance, working, management, carrying out or control thereof. 18 To improve, manage, cultivate, develop, exchange, let on lease, mortgage, sell, dispose of, turn to accounts,grant rights and privileges in respect of or other wise deal with all or any part of the properties and rights of the Company. 19 To sell or sublet any concession or licence obtained or contracts entered into and generally to sell the whole or any part of the property and business of the Company for cash or for the shares or obligations of the person or persons. 20 To sell the undertaking of the company or any part thereof for such consideration as the Company may think fit and in particular for shares,debentures or securities of any other Company leaving objects all together or in parts similar to those of this Company. 21 To enter into any agreement with any authorities whether sovereign, Government, Municipal, local or other wise that may seem conducive to the Company’s objects or any of them did to obtain from any such authority rights, licences, privilleges and conce- ssions which the Company may think it desirable to obtain and to carry out,exercise and comply with any such arrangements,rights, licenses,privileges and concession. 22 To promote and aid in promoting,constitute,for more organise companies,syndicates or partnerships of all kinds for the purpose of acquiring and undertaking any property and liabilities of this Company or of advancing directly or indirectly the objects thereof,or for any other purpose for which this Company may think expedient and to act in respect of such companies or institutions or others as Managing Agents, Secretaries and Treasurers. 23 To pay out of the Company’s funds, the cost and expense incurred in connection with all matters preliminary and incidental to the formation and incorporation of this and any other Company which may be promoted by this Company. 5 24 To remunerate any person or Company for services rendered or to be rendered in placing or assisting to place or guaranteeing the placing of any of the shnres in the Company’s capital or any debentures, debenture stock or other securities of the Company or about the formation or promotion of the Company or the conduct of its business 25 To acquire by subscription, purchase or otherwise, and to accept and take, hold and sell,shares or stock in any Company, society or undertaking, the objects of which shall,whether in whole or in part, be similar to those of this Company, or such as may be likely to,directly or indirectly,promote or advance the interests of this Company. 26 To give any guarantee or provide any security in connection with any loan made by any other person, firm, or body corporate to any otlter person, firm or body or corporate,any purpose and on any terms whatsoever. 27 To assist,in the event of the Company occupying the position of a group Company within the meaning of section 372 of the Companies Act, 1956 or any statutory modifications thereof, any other Company in the group in any manner and to any extent including the giving of loans,and giving the guarantee or the providing of securities of any kind whatsoever in connection with any loan to the latter by any person,firm or body corporate. 28 To enter into partnership or any other arrangement for sharing profits,co - operation,joint adventure,reciprocal concession, licence or other wise with any firm, association,society or body corporal carrying on or engaged in or about to carry on or engage in any business or transaction which this Company is authorised to carry on or engage in so as indirectly or indirectly to benefit the Company and to any give special rights,licences,and privilleges in connection with any such arrangement and in particular the right to nominate one more person or persons,whether they be share holders or not,to be Directors of of this Company. 29 To amalgamate with any other Company having objects altogether or in part similar to those of this Company. 30 To invest and deal with the moneys of the Company not immediately required in such manner, other than the shares of this Company, as may from time to time be determined. 31 To borrow or raise money on any terms without security or on the security of land,building, factories, machinery,tools,bills of exchange, promissory notes, bonds,bills of landing,warrants, stocks,shares,debentures,book debts,undertaking of the Company and properties of every description (both present and future)or anyone of more of them(including its uncalled capital). 6 32 To receive grants, loans, advances,or other moneys or deposits or otherwise from State or Central Government,Banks,Companies,Trusts,or individual with or without allowance of interest thereon. 33 To create, execute, grant or issue any mortgages, debentures, debenture stock or bonds either at per ,premium or discount and either redeemable or irredeemable secured upon all or any part of the undertaking,right and properties of Company(present and future including its uncalled capital). 34 To lend money to such persons or companies and on such terms as may seem expedient,and in particular to customers and others having dealings with the Compány, and to guarantee the performance or contract by any such prersons or companies,provided that such lending shall not be for the purpose of Banking business. 35 To place, toreserve or to distribute as dividend orbonus or bonus shares among thet members or otherwise to apply as the Company may from time totime thinly fit anymoneys belongingto theCompany including those received by way of premium on shares or debentures issued gt a premium by the Company and any moneys received in respect of dividends accrued on forfeited slures and moneys arising from the re - issue by the Company of forfeited shares or from unclaimcd dividends. 36 To distribute among the members in specie any property of the Companyor any proceeds of sale, or disposal, of any property of the Company By but so that no distribution amounting to reduction of capital shall be made except with the sanction (if any) for the time being required by law. 37 To create any depreciation fund, reserve fund, insurance fund, sinking fund, or any other special funds whether for depreciation or repairs, replacement, improvement, extension or maintenance of any of the property of the Company or for any other purpose con-ducive to the interests of the Company. 38 To contribute to the funds of any political party or parties or tiny other associations or to any individual, firm or body corporate whiclt in the opinion of the Company is beneficial to the Company. 39 To subscribe or guarantee money for claritable mitabloorbtntvolentobjectsor foranyexhibition or for any public, general or ussfulobjectand to makedonationsto such persons and in such cases as the Company may things conducive to the attainmentof any of its objectsor otherwise expedient. ' 40 To dedicate, presentor otherwisedisposeofeithervoluntarilyor for valueanypropertyof the Companydeemedto be of national, public, or local interest to any nationa ltrust,publicbody,museum,corporationor any of the same or of the public. 7 41 To contribute to charitable and other funds whether directly or indirectly relating to tirebusinessof the Company or not or for the welfare of its employees. 42 To engage,employ,suspend anddismissngents,managers,superintendents,assistants, clerks, coolies and other servants and labourers and to remunerate any such person at such' rate as shallbe thought fit. 43 To establish and maintain or procttre the establishment and maintenance of any contri-butory or non-contributory proVident and/or pensionor superannuation funds for the benafit of, and give or procure the giving of donatis, gratuities, pensions, allow- ances or omoluments to,any person or persons who are or were at any time in the employment or service of the Company, or of any Company which is asubsidiary of this Company or is allied to or associated with this Company,or with any such subsidiary Company, or who are or were at any time-, Directors or Officers of the Company or of any such other Company as aforesaid, and thewives,widows,families and dependants of any such persons and also establish and subsidise and to any institutions, associations, clubs, or funds calculated by the Company to be for the bcaefit of or to advance the interest and well -being of the employees of the Company or of any such other Company as aforesaid, and make payments to, ortowards the insurance of any such persons as aforesaid, and do with any such other Company as aforesaid. 44 To provide for welfare of employees or ex-employeesof the Company arid their wives and families and the wives and families of their dependents or connections by building or contributing to the building of houses ord weflings, or by grants -in-aids, pensions, allowances, bonus or other payments and by providing or subscribing or contributing towards buildings and maintenance of places of instruction and recreation, hospitals, and dispensaries, medical and other assistanceas the Company may think fit. 45 To undertake and execute any trust which may be of beneit to the Compmy directly or indirectly. 46 To adopt such means for making known the products and business of the Company as may seem expcdient and in particular by all kinds of advertising. 47 To do all or any ofthe above things either as princip'als, agents,con tractors, trustees orother wise and either alone or in conjunction with others and by orthrough agents,sub-contractors,trustees or otherwise. 48 To do all such other things as are incidental or as the Company may tkink conducive to the attainment of the abcive objects or any of them . PROVIDED that the Companyshallnotcarryonti any banking businessas definedin Banking Companies Act,1949. 8 49 The subject set forth in any sub-clause of this clause shall not, except where the conteit so requires,be in any way limited or restricted by reference to or inference from the terms of anyother such. sub-clause or the by name of the Company. None of such sub-clause or the objects therein specified or the powers there by conferred shall by conferred shall be deemed subsidiary or auxiliary merely to the subject mentioned in any other clause. lV.The liability of the members is Iimited. V .The shares capital of the Company is Rs. 1,50,00,000 (rupees one crore fifty lakhs) divided in to 15000(fifteen thausand) EQUITY shares ofRs.1,000 (rupees one thousand) each with the rights, privileges and conditions attaching there to as are provided the Articles of Association of the Company for the time being with power to increase and reduce the capital of the Company and to divide the shares in the capital for the time being in to several classes and to attach there to respectively such preferential, defferred or special rights, privilleges or conditions as may be determined by or in accordance with the Articles of Association of the Compnny for the time being and to vary, modify or abrogate any suciy rights, privilleges or conditions in such. manner as may be perrrdtted by the Act or provided by the Articles of Association of the Company for the time being. We, the several persons, whose names and addresses are subscribed below, are desirous of being formed into a Company in pursuance of this Memorandum of Association and we respectivey agree to take the mumber of shares in the capital of the Company set opposite to our respective names. 9 THE COMPANY ACT, 1956. (COMPANY LIMITED BY SHARE.) ARTICLES OF ASSOCIATION OF THE BIHAR TEXT-BOOK PUBLISHING CORPORATION LIMITED. PRELIMINARY. In these Articles unless there be something in the subject matter or Definition. Context inconsistent there with : 'The Company' means the above named Company. 'The Act or said Act means the Companies Act (1 of 1956) or the Act or Acts for the being in force concerning joint stock companies and affecting the company. 'The Governor' means the Governor of the state of Bihar. 'Months' means a calendar month. 'The Director' means the Directors for the time being of the Company. ‘Chairman’ means the Chairman of the Board of Directors for the time being of the Company. ‘The Office’ means the Registered Office for the time being of the company. ‘The Register means the register of members to be kept pursuant to be kept pursuant to section 150 of the Companies Act. ‘Dividend includes bonus. ‘Executor’ or Administrator’ means a person who has obtained Probate or Letters of’ Administration, as the case may be, from some competent court. ’Capital’ means the capital for the time being raised or authorised to be raised for the purposes of the Company. 'Shares’ means the shares or stock in to which the capital is divided and interest Corresponding with such shares or stock. Board of Directors’or‘ Board in relation to the Company means. the Board of Directors of the Company’. 'Persons’ includes Corporations and firms, as well as individuals. ‘Seal’ means the common seal for the time being of the Company. ‘Ordinary Resolution’ and ‘Special Resolution’ have the meanings assigned there to respectively by section189 of the Companies Act. ‘Regulations of the Company’ means the regulations for the time being in force for the management of the Company. ‘Financial year’ means the period in respect of which any profit 'and loss account of Company laid before it in annual general 10 meeting is made up, whether that period is a year or not but the period shall not exceed fifteen months. 'Bye laws’ means the Bye-laws which may be made by the Directors of the Company under those Articles and which may for the time being in force. ‘In writing and written include printing, lithography and other modes representing or reproducing words in a visible form. a Words importing the singular number include the plural number and vice versa. Words importing the masculine gender also include the feminine gender. 2 The Regulations contained in Table ‘A’ in the first Schedule to the Act shall not apply to the Company. 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 power of the Company in reference to the repeal or alteration of or addition to its regulations by special resolution as prescribed or permitted by the Act, be such as are contained in these Articles. 4 4. (i)The Company is to be a private Company and accordingly: (a) The number of members for the time being of the Company (exclusive of persons who are for the time being in the employment of the Company and persons who, having formerly been in the employment of the Company, were members of the Company while in that employment and have continued to be members after the employment ceased ) is not to exceed fifty, but where two or more persons hold one or shares Company jointly, they shall for the purpose of this Article be treated as a single member. (b) Any invitation to the public to subscribe for any shares in or stock or debentures of debenture stock of the Company is here by prohibited. (e )The right to transfer shares of the Company is restricted by as herein after provided. (ii) The Company shall be a Government Company as defined ins section 617of the Acts so long the Government of Bihar together with any other State Government or Governments and the Central Government or any other Government Company hold (either in its own name or its nominee or nominees) fifty-one percent of its paid up share capital for the time being. PROVIDED always that sixty percent of the total subscribed share capital of the Company for the time being shall be held by the Government of Bihar or its nominee or nominees, and the balance may be subscribed or held by persons experienced in the field of business (which this Corporation is authorised to carry on) or such other person or persons to whom such shares may be allotted in terms of the provisions contained in that regard in these Articles. 11 5 The Authorised Share Capital of the Company is Rs.1,50,00,000(rupees one crore fifty lakhs) divided into 15,000 (fifteen thousand) Equity shares of Rs.1,000 each, with power to increase or reduce the capital. 6 Subject to such directions as may be issued from time to time by the Governor in this behalf and the provisions of the Memorandum of Association of the Company and, without prejudice to any special rights previously conferred or the holders of existing shares in the Company, new share in the Company may be issued with such preferred, or other special right or such restrictions, whether regard to dividend, voting rights of share capital, or otherwise, as the Company may, from time to time, by special resolution determine and any' preference share may with the sanction of a special resolution be issued on the terms that it is or at the option of the Company is liable to be redeemed. 7 If at any time the share capital is divided into different classes of shares, the rights attached to any class (unless otherwise provided by the terms of issue of the shares of that class) may, subject to the provisions of the Act and whether or not the Company is wound up, be varied with the consent in writing of the holders of not less than three-fourths of the issued shares of that class, or with the sanction of special resolution passed at a separate general meeting of the- holders of the shares of that class To every such separate general meeting the provisions of these regulations relating to general meetings shall mutatis mutandis apply, but so that the necessary quorum shall be two persons at least holding or representing by proxy one-third of the issued shares of the class in question. 8 The rights conferred upon the holders of the shares of Any class issued with preferred or other rights shall not, unless otherwise expressly provided by the terms of issue of the shares of that class, be deemed to be varied by the creation or issue of further shares ranking pari passu there with. COMMISSION AND BROKERAGE. 9 (1) The Company may exercise of the powers of paying commissions conferred by section 76, provided that the rate percent or the amount of the commission paid or agreed to be paid shall be disclosed of the manner required by that section. (2) The rate of the commission shall not exceed the rate of five percent of the price at which the shares in respect whereof the same is paid are issued or an amount equal to five percent of such price as the case (3) The commission may be satisfied by the payment of cash or the allotment of fully or partly paid shares or partly in the one way and partly in the other. 12 (4) Time Company may also, on any issue of shares, pay stich brokerage as may be Iawful. ALLOTMENT OF SHARES. 10 Subject to the directions of the Governor in that behalf and subject to the provisions hereinafter contained, the shares shall be under the control of the Directors who may allot or otherwise dispose of the same to such persons on such terms and conditions and at such times as the Directors think fit and With full power to give to any person the call of any shares whether at par or at a premium or (subject to the provisions of the Act) at a discountand for such time and for such consideration as the Directors think fit. 11 Except as required by law, no person shall be recognised by the Company as holding any share upon any trust and the Company start not be bound by or be compelled in any way to recognise (even when'having notice there of) any equitable, contingent ,future or partial interest in any share, or any interest in any fractional part of a share, or (except only as by these regulations or by law otherwise provided) anyother rights in respect of any share except as absolute right to the entirely thereof in the registered holder. 13 SHARE CERTIFICATE. 12 (1) Every person whose name is entered as a member in the register of members shall be entitled to receive within three months after allotment and within two months on registration of transfer (or within such other period as the conditions of issue shall provide)— (a) one certificate for all his shares without payment, or (b) several certificates, each for one or more of his shares, upon payment of one rupee for every certificate after the first. (2) Every certificate shall be issued under the seat of the Company, and shall be signed by at least two Directors and the Secretary or some other person appointed by the Directors in that behalf and' shall specify the number and denoting numbers of the shares in respect of which it is issued and the amount paid tip there on, subject to such rules and regulations as may be prescribed by the law from time to time. (3)In respect of any share or shares held jointly by several persons the Company shall not be bound to issue more than one certificate, and delivery of a certificate for a share to one of the several joint holders shall be sufficient delivery to all such holders. 13 If a share certificate is defaced, Iost or destroyed, it may be renewed on payment of such fee, if any, not exceeding fifty naye paise and on such terms, if any, as to evidence and identity and the payment of out mf pocket expense incurred by the Company in investigating evidence as the Directors think fit. 14 Except to the extent allowed by the Act no part of the funds of the Company shall be employed in the purpose of, or in loans upon the security of, the Company’s shares. LIEN. 15 The Company shall have a first and paramount lien on every share (not being a fully paid shares) for all moneys (whether presently payable or not) called or payable at a fixed time in respect of that share, and the Company shall also have a lien on all shares (other than fully paid shares) standing registered in the name of a single person, for all moneys presently payable by him or his estate to the Company; but the Directors may declare any share to be wholly or in part exempt from the provisions of this Article. The Company’s lien, if any, on a share all extend to all dividends payable thereon. 14 16 The Company may sell in such manner as the Directors think fit, any share on which the Company has a lien, but no sale shall be made unless some sum in respect of which the lien exists is presently payable, nor until the expiration of fourteen days after a notice in writing, stating and demanding payment of such part of the Amount in respect of which the lien exists as is presently payable has been given ,to the registered holder for the time being of the share, or the person entitled by reason of his death or insolvency. 17 The proceeds of the sale shall be applied in payment of such part of the amount in respect of which the. 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 person entitled to the shares at the date of the sale. The purchaser shall be registered as the holder of the shares, and he shall not be bound to see to the application of the purchase money, nor shall his title to the share be affected by any irregularity or invalidity in the proceedings in reference to the sale CALL ON SHARES. 18 The Directors may from time to time make such calls as they think fit upon the members in respect of any moneys unpaid on the shares held by them respectively and not by the conditions of allotment there of made payable at fixed times, and each members shall pay the amount of every call so made on him to the persons and at the times and places appointed by the Directors. A call may be made payable by instalments. (1) Each member shall be given at least fourteen days’ notice specifying the time or times and place of payment. (2) A call may be revoked or postponed at the discretion of the Director. (3) A call shall be deemed to have been made at the time when the resolution of the Directors authorising the call was passed. 19 The joint holders of a share shall be jointly and severally łiable to pay all calls in respect thereof. 20 If a sum called in respect of a share is not paid before or on the day appointed for payment there of, the person from whom the sum is due shall pay interest upon the sum at the rate of five percent per annum or at such lower rate, if any, as the Directors may determine from the day appointed for the payment there 15 of to the time of the actual payment, but the Directors shall beat liberty to waive payment of that interest wholly or in part. 21 The provisions of these regulations as to payment of interest shall apply in the case of non-payment of any sum which, by the terms of issue of a share becomes payable at a fixed time, whether on account of the amount of the share or by way of premium as if the same had become payable by virtue of a call duly made and notified. 22 The Directors may, if they think fit, receive from any member willing to advance the same all or any part of the moneys uncalled and unpaid upon any shares held by him ; and upon all or any of the moneys so advanced may (untiI the same would, but for such advance, become presently payable ) pay interest at such rate (not exceeding, without the sanction of the Company in general meeting, six percent per annum) as may be agreed upon between the members paying the, sum in advance and the Directors. FORFEITURE OF SHARES. 23 If a member fails to pay any call or instalment of a call on the day appointed for payment thereof, the Directors may, at any time there after during such time as any part of such call or instalment unpaid, serve notice on hint requiring payment of so much of the call or instalment as is unpaid, together with any interest which may have accrued. 24 The notice shall name a further day (not earlier than the expiration of fourteen days from the date of service of the notice) on or before which the payment required by the notice is to be made and shall state that, in the event of non- payment at or before the appointed, the shares in respect of which the call was made will be liable to be forfeited. 25 If the requirements of any such notice ss aforesaid are not complied with, any share in respect of which the ’notice has been given may it any time, thereafter, before the payment required by the notice has been made, be forefeited by a resolution of the Directors to that effect. 26 A forfeited share may be sold or otherwise disposed of on such terms and in such manner as the Directors think fit; and at any time before sale or disposition, the forfeiture may be cancelled on such terms as the Directors think fit. 27 A person whose shares have been forfeited shall cease to be member in respect of the forfeited shares, but shall not with standing 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, but his liability shall cease if and when the Company receives payment in full of all such moneys in respect of the shares. 16 28 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 there in stated as against all persons claiming to be entitled to the share, and that declaration, and the receipt of the Company for the consideration, if any, given for the share on the sale or disposal thereof, shall constitute a good title to the share, and the person to whom the share is sold or disposed of shall be registered as the holder of the share and shall not be bound to see to the application of the purchase money (if any), nor shall his title to the share be affected by any irregularity or invalidity in the proceedings in reference to the forfeiture, sale or disposal of the share. 29 The provisions of these Regulations as to forfeiture shall apply in the case of non-payment of any such sum which, by the terms of issue of a share, becomes payable at a fixed time, whether on account of the amount of the share or by way of premium, as if the same had been payable by virtue of a call duly made and notified. TRANSFER AND TRANSMISSION OF SHARES 30 (1) The instrument of transfer of any share in the Company shall be executed by or on behalf of both transfer or and transferee. (2) The transfer or shall be deemed to remain a holder of the share until the name of the transferee is entered in the register of members in respect thereof. 31 Share in the Company shall be transferred in the following form or in any usual or common form which the Board shall approve: “I, A.B. of............ ..................in consideration of the sum of Rupees...... ... .. ...... .. ..... ... ... .... .hereinafter called ‘that transferee, do hereby transfer to the transferee the share (or shares) numbered.............. to………………………. inclusive in the undertaking called the.................................................. Limited to hold unto the said transferee, his executors, administrators and assigns subject to the several conditions on which I held the same at the time of the execution thereof, and I, the said transferee do hereby agree to take the said share (or shares) subject to the conditions aforesaid. As witness our hands this day of. ......................................................................................, Witness to the signature of etc.” 17 32 (A) The right of members to transfer their shares shall be restricted as follows— A share may be transferred by a member or other person entitled to transfer to a person approved by the Governor. (B) Subject to section III of the Act and subject as aforesaid, the Directors may in their absolute and controlled discretion, refuse to register any proposed transfer of shares. 33 The Directors may also decline to recognise any instrument of transfer unless— (a) a fee of two rupees is paid to the Company in respect thereof; (b) the instrument of transfer is accompanied by the certificate of the shares to which it relates and such other evidence as the Board may reasonably require to show the right of the transfer or to make the transfer; and, (c) the instrument of transfer is in respect of only one class of shares. If the Directors refuse to register a transfer of any shares, they shall within two months , after the date on which the transfer was lodged with the Company ,send to the transferee and the transferee or notice of the refusal. 34 The registration of transfer maybe suspended at such times and for such periods as the Directors may from time to time determine: PROVIDED that such registration shall not be suspended for more than forty-five days in any year and not exceeding 30 days at a time after giving proper notice. 35 The Company shall be entitled to charge a fee not exceeding two rupees on the registration of every probate, letters of administration, certificate of death or marriage, power of attorney, or other instrument. 36 (1) On the death of a member of the survivor or survivors where the member was a joint holder, and his legal representatives where he was a sole holder, shall be the only person recognised by the Company as having any title to his interest in the shares. (2) Nothing in clause(1) shall release the estate of a deceased joint holder from any liability in respect of any share which had been jointly held by him with other persons. 18 37 (i) Any person becoming entitłed to a share in consequence of the death or insolvency of a member may, upon such evidence being produced as may from time to time properly be required by the Directors and subject as here inafter perovided, elect, either— (a) to be registered himself as holder of the share; or (b) to make such transfer of the share as the deceased or insolvent member could have made. (2) The Directors, in either case, have the same right to decline or suspend registration as it would have had if the deceased or insolvent member had transferred the share before his death or insolvency. 38 (1) If the person so becoming entitled shall elect to be registered as holder of the share himself, he shall deliver or send to the Company a notice in writing signed by him Stating that he so elects. (2) If the person aforesaid shall elect to transfer the share, he shall, terrify his election by executing a transfer of the same. (3)All the limitations, restrictions and provisions Of these regulations relating to the right to transfer and the registration of transfer of shares shall be applicable to any such notice or transfer as aforesaid as if death or insolvency of the member had not occurred and the notice or transfer were a transfer signed by that member. 39 A person becoming entitled to a share by reason of death or insolvency of the holder shall be entitled to the same dividends and other advantages to which he would be entitled if were the registered holder of the share except that he shall not before holding registered as a member in respect of the share ,be entitled in respect of it to exercise any right conferred by membership in relation to meetings of the Company : PROVIDED that the Directors may ,at any time ,give notice requiring any such persons to either to be registered himself or to transfer the share and if the notice is not complied with within ninety days the Directors payable in respect of the share ,until the requirements of the notice have been complied with . 19 40 So far as concerns any share held by any person as a nominee of the Governor, on the Governor requiring him io transfer any such share to the Governor or to any other person or persons nominated by the Governor or any such person becoming of unsound mind or becoming or being adjudicated an insolvent, or dying, or on such person, being a Company ,being wound up voluntarily or by the Court or subject to the supervision of the Court ,the following provisions shall take effect ,namely :- (a)The Governor may at any time serve the Company with a requisitions to enforce the transfer of any such share. b)The Company shall thereupon forthwith give to the holder of such share, or where the holder has become of unsound mind, to his committee or other guardian, or where the holder has become or been adjudicated an insolvent, to the assignee of his estates and effects ,or where the holder is dead, to his heirs or legal representatives, or where the holder, being a Company, has been wound up as aforesaid, to its liquidator notice in writing of the requisition and unless within 14 days afterwards, the holder, as the case may be ,the committee or guardian or assignee or heirs or legal representatives of such holder, shall execute in favour of the Governor or of any person or persons nominated b
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