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<p>ABSTRACT OF MEMORANDUM AND ARTICLES OF ASSOCIATION OF</p> <p>AGC Networks LimitedMEMORANDUM OF ASSOCIATIONName of the Company Registered office of the Company Objects of the Company Liability of members Capital of the Company Article 1 2 3 4 5 Page 1 1 1 9 9</p> <p>ARTICLES OF ASSOCIATIONI CONSTITUTION OF THE COMPANY Table A not to apply Company to be governed by these Articles II INTERPRETATION Interpretation Clause The Act or The said Act The Board or Board of Directors The Company or This Company Directors Persons These Presents or Regulations 3 3 3 3 3 3 3 1 1 1 1 1 1 1 1 2 1 1</p> <p>( ii )Article The Seal Shareholder(s) or Members In Writing Singular Number Marginal Notes III CAPITAL Authorised Capital Issue of redeemable preference shares Allotment otherwise than for cash Power to issue shares of different classes Issue of Shares without voting rights IV SHARES AND SHAREHOLDERS Shares at the disposal of the Directors Acceptance of Shares Deposit and call, etc., to be a debt payable immediately Instalments on shares to be duly paid Liability of members Liability of joint-holders Registered holder only the owner of the shares Right of nomination V UNDERWRITING AND BROKERAGE Underwriting and Brokerage VI CERTIFICATES Certificates of shares Members right to certificate Certificate of share may be delivered to any one of joint holders Issue of new certificate in place of one defaced, lost or destroyed Directors may waive fees Endorsements on certificates Directors to comply with rules VII CALLS ON SHARES Directors may make calls 22 7 16 17 (a) 17 (b) 18 19 20 21 6 6 7 7 7 7 7 15 6 8 9 10 11 12 13 14 14 A 4 4 4 4 5 5 5 5 4 5 6 7 7A 2 3 3 4 4 3 3 3 3 3 Page 2 2 2 2 2</p> <p>( iii )Article Call to date from resolution Notice of Call The Directors may extend time for payment Calls by instalments and provisions applicable thereto When interest on call or instalment payable Money due to members from the Company may be applied in payment of call or instalment Part payment on account of call etc., not to preclude forfeiture Proof on Trial or Suit for money on shares Payment of unpaid share capital in advance Interest may be paid thereon Repayment of such advances Priority of payment in case of winding up No right to vote 23 24(a) 24(b) 25 26 27 28 29 30 (a) 30 (a) 30 (a) 30 (a) 30 (b) Page 8 8 8 8 8 8 8 9 9 9 9 9 9</p> <p>VIII FORFEITURE AND SURRENDER OF AND LIEN ON SHARES If call or instalment not paid, notice to be given to members Terms of Notice In default of payment, shares may be forfeited Notice of forfeiture Entry of forfeiture in Register of Members Forfeited shares to become property of the Company and may be sold, etc. Forfeiture may be remitted or annulled Members still liable to pay money due notwithstanding the forfeiture Effect of forfeiture Surrender of shares Certificate of forfeiture Title of Purchaser and allottee for forfeited shares Companys lien on shares Lien enforced by sale Application of sale proceeds Execution of instrument of transfer Validity of sale of such shares 31 32 33 34 34 35 36 37 38 39 40 41 42 43 44 45 46 10 10 10 10 11 11 11 11 11 11 11 12 12 12 12 12 13</p> <p>( iv )Article IX TRANSFER AND TRANSMISSION OF SHARES Register of Transfers Form of Transfer Application for Transfer To be executed by transferor and transferee Transfer not to be registered except on production of instrument of transfer Directors may refuse to register transfer Sub-division/consolidation in marketable lots only Boards power to refuse transfers in certain cases Notice of refusal to be given to transferor and transferee Transfer by legal representative Custody of transfer Closure of transfer books Title to the share of the deceased holder Registration of persons entitled to shares otherwise than by transfer (Transmission Clause) Refusal to register nominee Board may require evidence of transmission Fee on transfer or transmission Company not liable for disregard of a notice prohibiting registration of transfer Provisions relating to transfer and transmission of shares shall apply to the transfer and transmission of debentures and/or other marketable securities, if any 64A 16 47 48 49 50 51 52 53 54 55 56 57 58 59 60 61 62 63 64 13 13 13 13 13 14 14 14 14 15 15 15 15 15 16 16 16 16 Page</p> <p>X INCREASE, REDUCTION AND ALTERATION IN CAPITAL Increase of Capital Rights of equity shareholders to further issue of capital Same as original capital Restriction on purchase by company of its own shares Buy back of shares Provision in case of redeemable preference shares Reduction of capital Issue of further pari passu shares not to affect the right of shares already issued 65 66 67 68 68A 69 70 71 16 17 17 17 18 18 18 19</p> <p>(v)Article XI CONVERSION OF SHARES INTO STOCK Conversion of shares into stock and reconversion Transfer of stock Rights of shareholders Regulations Definitions Dematerialisation of Securities Options for investors Securities in Depositories to be in Fungible Form Rights of Depositories and Beneficial Owners Service of Documents Transfer of Securities Allotment of Securities dealt with in a Depository Distinctive numbers of Securities held in a Depository Register and Index of Beneficial Owners XII JOINT HOLDERS Joint-holders No transfer to more than four persons Liabilities of joint-holders Death of joint-holders Receipt of one sufficient Delivery of certificate and giving of notice to first-named holder Vote of joint-holders XIII GENERAL MEETINGS Annual General Meeting Extraordinary General Meeting Directors may call Extraordinary General Meeting Calling of Extraordinary Meeting on requisition Notice of Meeting Contents of notice and manner of service Special Business XIV PROCEEDINGS AT GENERAL MEETINGS Business which may not be transacted at the meeting 84 25 77 78 79 80 81 82 83 22 23 23 23 24 24 24 76 76 (a) 76 (b) 76 (c) 76 (d) 76 (e) 76 (f) 21 21 21 21 21 21 22 72 73 74 75 75 A(1) 75 A(2) 75 A(3) 75 A(4) 75 A(5) 75 A(6) 75 A(7) 75 A(8) 75 A(9) 75 A(10) 19 19 19 19 19 20 20 20 20 20 21 21 21 21 Page</p> <p>( vi )Article Quorum for Meeting If quorum not present, when Meeting to be dissolved and when to be adjourned Adjourned Meeting to transact business even if no quorum present Chairman of Directors or Vice-Chairman or a Director to be Chairman of General Meeting When chair vacant business confined to election of Chairman Chairman with consent of members may adjourn meeting Notice of adjournment Every resoultion must be proposed and seconded Casting vote of the Chairman Demand for Poll Time and manner of taking poll Scrutineers at poll Demand for poll not to prevent transaction of other business Report, Statements &amp; Registers to be laid on the table XV VOTES OF MEMBERS Indebted members not to vote Restrictions on exercise of voting right in other cases to be void Number of votes to which member is entitled No voting by proxy on show of hands Right to use vote differently Joint-holders Voting Instrument of proxy to be in writing Instrument of proxy to be deposited at the Registered Office Production of Original Power of Attorney or Authority Custody of the instrument of appointment Vote of proxy how far valid Time for objection to vote Chairman sole judge of the validity of a vote Provisions relating to postal Ballot XVI DIVIDENDS AND CAPITALISATION Equal rights shareholders 110 30 99 100 101 (a) 101 (b) 102 103 104 105 (a) 105 (b) 106 107 108 109 109 A 27 27 27 28 28 28 28 28 29 29 29 29 29 29 85 86 87 88 89 90 91 91 93 94 95 96 97 98 Page 25 25 26 26 26 26 26 26 26 26 27 27 27 27</p> <p>( vii )Article Power of shareholders to limit dividends Dividends in proportion to the amount paid up Capital advanced not to earn dividends Dividend on equity shares with differential rights Interim dividend No member to receive dividends while indebted to the Company Transfer must be registered to pass right to dividend Dividend to be paid to registered holder Dividends how remitted Unclaimed dividends Dividend and call together set-off allowed Capitalisation XVII ACCOUNTS Accounts Books of Account to be kept Where books of account to be kept Inspection by members of accounts and books of the Company Statements of Accounts to be furnished Balance Sheet and Profit &amp; Loss Account Authentication of Balance Sheet and Profit &amp; Loss Account Profit &amp; Loss A/c to be annexed &amp; Auditors Report to be attached to the Balance Sheet Boards Report to be attached to Balance Sheet Rights of members to copies of Balance Sheet &amp; Auditors Report XVIII AUDIT Audit Audit of Branch Office Accounts Appointment of Auditor Auditors remuneration Special Notice Regarding Auditor Qualifications and disqualifications of Auditor Power and right of Auditor 130 (a) 130 (b) 131 (1) 131 (6) 132 133 134 (1) 35 35 35 36 36 36 37 121 (1) 121 (2) 122 123 124 125 126 127 128 129 33 33 33 33 33 33 34 34 34 35 111 112 (a) 112 (b) 112 A 113 114 115 116 117 118 119 120 Page 30 30 30 30 30 31 31 31 31 31 31 31</p> <p>( viii )Article Right of Auditor to attend General Meeting Duties of Auditor Reading and Inspection of Auditors Report 134 (3) 135 136 Page 37 37 37</p> <p>XIX DIRECTORS, THEIR QUALIFICATION AND REMUNERATION Number of Directors First Directors Debenture Director Special Director Qualification of Directors Sitting Fees Further remuneration as determined by General Meeting Special remuneration of Directors Travelling expenses incured by Director not a bonafide resident of the place where meetings are held Remuneration of Committee When office of Director to be vacated Resignation Directors may contract with Company Disclosure of Interest General Notice of Interest Interested Director not to participate or vote in Boards proceedings Register of contracts in which Directors are interested Deleted Loans to Directors Board Resolution at a meeting necessary for certain contracts XX APPOINTMENT OF DIRECTORS Additional Directors Filing up of casual vacancies Appointment of Alternate Directors Directors may act notwithstanding vacancy 151 152 153 154 43 43 43 43 137 138 139 140 141 142 (a) 142 (b) 142 (c) 143 144 145 146 (1) 146 (2) 146 (4) 146 (5) 147 (1) 148 149 150 37 38 38 38 38 38 38 39 39 39 40 40 41 41 41 42 42 43 43</p> <p>XXI RETIREMENT AND ROTATION OF DIRECTORS Retirement by rotation Directors to retire annually how determined 155 156(1) 44 44</p> <p>( ix )Article Ascertainment of Directors retiring by rotation eligible for reappointment Company to fill up vacancy Provisions in default of appointment Notice of candidature for office of Director Individual resolution for Directors appointment XXII REMOVAL OF DIRECTORS Removal of Directors XXIII PROCEEDINGS OF DIRECTORS Meeting of Directors Directors to regulate their business Notice of Meetings Quorum Adjournment of meeting for want of quorum Power of Quorum When meetings to be convened Directors may appoint a Chairman Vice-Chairman Who to preside at meeting of Board Questions at Board Meeting how decided Questions at Committee how decided Directors may appoint committees Appointment of Committee(s) Meetings and proceedings of Committees how governed Resolution by Circular Validity of acts of Directors XXIV BORROWING POWERS OF DIRECTORS Power to borrow Condition on which money may be borrowed Securities may be assignable free from equities Limitation of time for issue of certificate Inspection of Trust Deeds Mortgage of uncalled capital Indemnity may be given 176 (1) 176 (2) 176 (3) 176 (4) (g) 176 (4) (h) 177 178 49 49 49 50 50 51 51 160 161 162 163 164 165 166 167 168 169 170 171 172 172 A 173 174 175 46 47 47 47 47 47 47 47 47 47 47 48 48 48 48 48 49 159 45 156(2) 156(3) 156(4) 157 158 Page 44 44 44 45 45</p> <p>(x)Article XXV POWERS OF DIRECTORS Business of the Company to be managed by Directors Power to delegate Specific Powers to Directors Formulating schemes, trusts etc. XXVI MANAGING OR WHOLE-TIME DIRECTORS Power to appoint Managing or Whole-time Director(s) What provisions they shall be subject to Remuneration of Managing or Whole-time Director(s) Power and duties of Managing or Whole-time Director(s) XXVII SECRETARY AND/OR MANAGER Secretary Manager Powers and Duties of Manager 185 (a) 185 (c) 185 (d) 59 59 60 181 182 183 184 58 58 59 59 179 (1) 179 (2) 180 180 (v) (a) 51 51 51 55 Page</p> <p>XXVIII INDEMNITY TO AND PROTECTION OF DIRECTORS AND OFFICERS Indemnity Indemnity to Directors and other officers Directors and other officers not responsible for acts of others XXIX SEAL Common Seal Deeds how executed Seal abroad XXX NOTICES AND SERVICE OF DOCUMENTS Members to notify address for registration XXXI SECRECY CLAUSE Secrecy Clause XXXII WINDING-UP Distribution of assets 194 61 193 61 192 61 189 190 191 61 61 61 186 187 188 60 60 60</p> <p>MEMORANDUM OF ASSOCIATION OF</p> <p>AGC Networks Limited</p> <p>I. II. III.</p> <p>The name of the Company is AGC Networks Limited. The Registered Office of the Company will be situated in the State of Maharashtra. The objects for which the Company is established are : (A) THE MAIN OBJECTS OF THE COMPANY TO BE PURSUED BY THE COMPANY ON ITS INCORPORATION: 1. To carry on the business of manufacturers, dealers, importers, exporters, assemblers and fabricators, repairers, maintainers, owners and operators of all kinds of telecommunication equipment, including terminal equipment, exchange equipment, transmission lines and equipment of all kinds, used to provide voice, text, data or image communication services, including but not limited to telephone instruments of all kinds, switching exchanges of all kinds such as public switching exchanges, private exchanges, radar a n d satellite communication equipment, teleprinters, digital telemetering telecontrol systems, video terminals, computers, other sub-systems components and parts thereof including basic components such as valves, transistors, condensers, coils, magnetic materials, microwave components capacitors, integrated circuits, diodes, registers, electronic control instruments, plastic PVC and resin components, electrical wires, cables, lugs, switches and electrical and wireless sets, magnetic materials and microwave components; and to own, hire or take on lease, hire out or provide on lease communication and information services and any equipment required for such services whether for providing voice, text, data, or image services, including carriers for such purposes including cables and networks whether optical or electrical, microwave or satellite linkages or any other medium that may be used for such purposes; to provide consultancy services in relation to these activities mentioned therein.</p> <p>(B)</p> <p>OBJECTS INCIDENTAL OR ANCILLARY TO THE ATTAINMENT OF THE MAIN OBJECTS: 2. To carry on the business of designers, manufacturers, assemblers, importers, exporters, stockists, agents, hirers, fabricators, repairers, maintainers of computer systems and product including hardware and software, all kinds of calculators, business machines, accounting machines and computer based products, and in particular computer systems and microprocessor controls required in the operation...</p>