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1、(THE COMPANIES ACT, 1956)(COMPANY LIMITED BY SHARES)A R T I C L E S O F A S S O C I A T I O NOFCMST INDIA PRIVATE LIMITEDPRELIMINERY1.Subject as hereinafter provided the Regulations contained in Table A in the First Schedule to the Companies Act, 1956 shall apply to the Company.INTERPRETATION2.(1)In
2、 these Regulations :- (a) Company means CMST INDIA PRIVATE LIMITED(b)Office means the Registered Office of the Company.(c)Act means the Companies Act, 1956, and any statutory modification thereof.(d)Seal means the Common Seal of the Company.(e)Directors means the Directors of the Company and include
3、s persons occupying the position of the Directors by whether names called.(2)Unless the context otherwise requires words or expressions contained in these Articles shall be the same meaning as in the Act, or any statutory modification thereof in force at the date at which these Articles become bindi
4、ng on the Company.PRIVATE COMPANY3.The Company is a Private Company within the meaning of Section 3(1) (iii) and 2(35) of the Companies Act, 1956 and accordingly :-(a)The right to transfer shares in the Company is restricted in the manner and to the extent hereinafter appearing(b)The number of membe
5、rs of the Company (exclusive of persons who are in the employment of the Company, and persons who having been formerly in the employment of the Company, were members of the Company while in the employment and have continued to be members after the employment ceased) shall be limited to fifty; provid
6、ed that for the purpose of this definition where two or more persons jointly hold one or more shares in the Company, the shall, be treated as a single member, and.(c)No invitation shall be issued to the public or subscribe for any shares in or debentures of the Company.(d)Prohibits any invitation or
7、 acceptance of deposits from persons other than its members, directors and relatives.SHARE CAPITAL4.(a)The Authorised Share Capital of the Company shall be such amounts and be divided into such shares as may, from time to time, be provided in Clause V of the Memorandum of Association with power to i
8、ncrease or reduce the capital in accordance with the Companys regulations and legislative provisions for the time being in force in that behalf with the powers to divide the share capital, whether original increased or decreased into several classes and attach thereto respectively such ordinary, pre
9、ferential or special rights and conditions in such a manner as may for the time being be provided by the Regulations of the Company and allowed by law.(b)The minimum paid up Capital of the Company shall be Rs. 1,00,000/-(Rupees One Lac).5.The business of the Company may be commenced soon after the i
10、ncorporation of the Company as and when the Directors shall think fit notwithstanding that part of the shares have been allotted.6.The shares shall be under the discretionary control of the Directors who may allot or otherwise dispose of the same.7.The Company in general meeting may decide to issue
11、fully paid up bonus share to the member if so recommended by the Board of Directors.8.The certificate to share registered in the name of two or more person shall be delivered to first named person in the register and this shall be a sufficient delivery to all such holders.LIEN 9.The Company shall ha
12、ve a first and paramount lien upon all the shares (not being a fully paid up share) registered in the name of such member (whether solely or jointly with others) and upon the proceeds of sale thereof for his debts, liabilities and engagements (whether presently payable or not) solely or jointly with
13、 any other person, to or with the Company, whether the period for the payment, fulfillment or discharge thereof shall have actually allien or not and such lien shall extend to all dividends, from time to time, declared in respect of shares, subject to section 205 A of the Act. The Board of Directors
14、 may at any time declare any shares to be wholly or in part exempt from the provisions of this clause.CALLS ON SHARES AND TRANSFER OF SHARES10.The Directors are empowered to make call on members of any amount payable at a time fixed by them.11.Any member desiring to sell any of his shares must notif
15、y the Board of Directors of the number of shares, the fair value and the name of the proposed transferee and the Board must offer to the other share holders the shares offered at the fair value and if the offer is accepted, the shares shall be transferred to the acceptor and if the shares or any of
16、them, are not so accepted within one month from the date of notice to the Board the members proposing transfers shall, at any time within three months afterwards, be at liberty, subject to Articles 12 and 13 hereof, to sell and transfer the shares to any persons at the same or at higher price.In case of any dispute, regarding the fair value of t
