“RESOLVED THAT pursuant to section 31 and other applicable provisions, if any, of the Companies Act, 1956, the Articles of Association of the
Company be and are hereby altered by way of deleting the existing Article 143
and replacing the same by the following Article:
How profits shall be divisible
“143. Subject to the rights of the members entitled to shares (if any) with
preferential rights attached thereto, the profits of the company which it shall
from time to time, be determined to dividend in respect of any year or other
period shall be applied in the payment of a dividend on the Equity Shares of
the Company but so that partly paid-up shares shall only entitle the holder
with respect thereof to such proportion of the distribution a fully paid-up
share as the amount paid thereon bears to the nominal amount of such shares.
The newly issued shares, subject to being fully paid-up, shall rank for
dividend pari-passu with the then existing shares, but if any share is issued
on terms providing that it shall rank for dividends as from a particular date,
such share shall rank for dividend accordingly. Where capital is paid-up in
advance of calls upon the footing that the same shall carry interest, such
capital shall not, whilst carrying interest rank for dividends or confer a right
to participate in profits.”
“RESOLVED FURTHER THAT the Board of Directors of the Company
be and are hereby authorised to do all such acts, deeds and things and to sign all
such documents as may be necessary to give effect to the above.”
Explanatory Statement
There has been some typographical error in the existing Article 2 of the
Articles of Association of the Company regarding the non applicability of Table
A of Schedule 1 to the Companies Act, 1956, which is required to be changed
suitably, with the approval from the shareholders of the Company by way of
passing Special Resolution.
Further, the existing Article 143 of the Articles of Association of the
Company, inter-alia, provides that all dividends shall be apportioned and paid
proportionately to the amounts paid or credited as paid on the shares during any
portion of the period in respect of which the dividend is paid.
However, as per the guidelines issued by Securities and Exchange Board of
India (SEBI Guidelines), the Equity shares issued/to be issued by the Company
shall rank pari-passu with existing shares of the Company in all respect including
dividend and accordingly, the said Article 143 of the Articles of Association of
the Company is required to be modified in order to comply with the requirements
of SEBI Guidelines.
Accordingly, in terms of section 192A of the Companies Act, 1956, approval
of the members is being sought through postal ballot by passing the Special
Resolution for substitution of Article 2 and 143 of the Articles of Association in
the manner, as set out in the Notice.
Your Directors recommend the resolutions as set out at item no. 2 & 3 above
for your approval.
None of the Directors of the Company is, in any way, concerned or interested
in the said resolutions.
A copy of the Memorandum & Articles of Association of the Company is
open for inspection by the Members on any working day during 11.00 A.M. to
1.00 P.M. upto the date of declaration of result at the registered office of the
Company.
CAclubindia
