8.         Variation of Shareholders Rights

Division of Shares into several classes.

The share in the capital of the Company for the time being whether original or increased may be divided into several classes with any preferential, qualified or other special rights, privileges, conditions or restrictions attached thereto, whether in regard to dividend, voting, return of capital or otherwise.

Modification of rights

Whenever the capital by reason of the issue of Preference Shares or otherwise is divided into different classes of shares, all or any of the rights and privileges attached to any class (unless otherwise provided by the terms of issue of the shares of that class) may be modified, commuted, affected, abrogated or dealt with by agreement between the Company and any person purporting to contract on behalf of that class, provided such agreement is ratified in writing by holders of atleast three fourths in nominal value of the issued shares of the class or is confirmed by a special resolution passed at a separate General Meeting of the holders of shares of that class and supported by the votes of the holders of three-fourths of those shares and all the provisions hereinafter contained as to General Meetings shall mutatis mutandis apply to every such meeting but so that the quorum thereof shall be five members present in person or by proxy and holding two-thirds of the nominal value of the issued shares of that class.  This article is not derogative of any power the Company would have had if this clause were omitted.  The power conferred upon the Company by this clause is subject to Sections 106 & 107 of the Act.

Conditions under which rights varied by creation of further shares

The rights conferred upon the holders of the shares of any class issued with referred or other rights shall not unless otherwise 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 therewith.


13.       Shares to be numbered progressively
Each share in the capital of the Company shall be distinguished by its appropriate number called the distinctive number and the shares or any other interest of any member in the Company shall be movable property transferrable in the manner provided by the Articles of the Company.

14.       Shares under the control of Directors
Subject to the provisions of these Articles and of the Act, the shares in the capital of the Company for the time being (including any shares forming part of any increased capital of the Company) 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 the sanction of the Company in General Meeting to give any person of the option to call for or be allotted shares of any class of the Company either (subject to the provisions of Sections 78 & 79 of the Act)at a premium or at par or at a discount and for such time and for such consideration as the Directors think fit.  The Board shall cause to be made the returns as to allotment provided for in Section 75 of the Act.

15.       Issue and allotment of share for consideration other than cash
Subject to the provisions of the Act and these Articles, the Directors may issue and allot shares in the capital of the Company as partly or fully paid in consideration of any property sold or goods transferred or machinery supplied or for services rendered to the Company in the conduct of its business and any share which may be so allotted may be issued as fully or partly paid-up shares, otherwise than in cash and if so issued, shall be deemed to be fully or partly paid-up shares as aforesaid.

16.       Certificate of Shares
The Certificates of title to the shares shall be issued under the Seal of the Company which shall be affixed in the presence of and signed by –

  1. Two Directors (provided that if the composition of the Board permits, one of the aforesaid two Directors shall be a person other than the managing or whole-time Director, if any) and


  1. The Secretary or some other person appointed by the Board for the purpose.

Particulars of every share certificate issued shall be entered in the Register of Members against the name of the person to whom it has been issued indicating the date of issue.  A Director may sign a share certificate by affixing his signature thereon by means of his hand or by means of any machine, equipment or other mechanical means such as engraving in metal or lithography, but not by means of a rubber stamp, provided that the Director shall be responsible for the safe custody of such machine, equipment or other material used for the purpose.  Provided always that notwithstanding anything contained in this Article, the Certificate of title to shares may be executed and issued in accordance with such other provisions of the Act, or the rules made there under as may be in force for the time being and from time to time.

17.       Member entitled to certificate for shares registered in his name
Every member or allottees of share(s) shall be entitled without payment of any fee to receive share certificate(s) in marketable lots under the Seal of Company for all the shares of each class or denomination registered in his name in such form as the Directors shall prescribe or approve specifying the share of shares allotted to him and the amount paid thereon.  If however, share certificate(s) is/are found to be issued for either more or less than marketable lots, subdivision/consolidation into marketable lots, if necessary, shall be done free of charge.  Share certificates shall be issued only in pursuance of a resolution passed by the Board or its Committee and on surrender to the Company of the letter of allotment or the fractional coupons of requisite value, save in case of issue against letter of acceptance or of renunciation or in case of issue of bonus or rights shares respectively.  Provided that if the letter of allotment is lost or destroyed, the Board or its Committee may impose such reasonable terms, if any, as it thinks fit, as to evidence and indemnity and the payment of out of pocket expenses incurred by the Company in investigating evidence.

18.       Endorsement of transfer
Every endorsement or transfer in favour of any transferee thereof or of payment of a call upon the certificate of any share shall be signed by a Director or Secretary or any other person for the time being duly authorized by the Directors in this behalf.

19.       Renewal of Certificates
If any certificate be worn out or defaced or if there is no further space on the back thereof for endorsement of transfer, then upon production of the same to the Directors, they may order the same to be cancelled and may issue a new certificate in lieu thereof and if any certificate be lost or destroyed, then upon proof thereof to the satisfaction of the Directors and on such indemnity (if any) as the Directors seem adequate being given, a new certificate in lieu thereof shall be given to the persons  entitled to such lost or destroyed certificate and such sum (if any) not exceeding one rupee, as the Directors may determine shall be paid to the Company for every certificate so issued under this clause.

Provided that no fees shall be charged for issue or new certificates in replacement of those which are old, decrepit or worn out or where there is no further space on the back thereof for endorsement of transfer.


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