Section 7. M. N. of

7. M. N. of Dated the day of 18 . Witness to the above signatures. O. P. of Articles of Association to accompany preceding Memorandum of Association. 7. M. N. of _______________ Dated the ________ day of _______________ 18__. Witness to the above signatures. Q. R. of _______________ Articles of Association to accompany the preceding Memorandum of Association. Capital of the Company. The capital of the Company is twenty thousand rupees divided into twenty shares of one thousand rupees each. Application of Table A. All the articles of Table A shall be deemed to be incorporated with these articles, and to apply to the Company. We, the several persons whose names and addresses are subscribed, agree to take the number of shares in the capital of the Company set opposite our respective names. Names 1882.] Companies. | Names, addresses and descriptions of subscribers. | Number of shares taken by subscribers. | | --- | --- | | 1. A. B. of | | | 2. C. D. of | | | 3. E. F. of | | | 4. G. H. of | | | 5. I. J. of | | | 6. K. L. of | | | 7. M. N. of | | Total shares taken Dated the day of 18 Witness to the above signatures. Q. R. of FORM E. As required by the second part of the foregoing Act. Summary of capital and shares of the Company made up to the day of . Nominal capital Rs. , divided into shares of Rs. each. Number of shares taken up to the day of . There has been called up on each share Rs. . Total amount of calls received Rs. . Total amount of calls unpaid Rs. . List of persons holding shares in the Company on the day of and of persons who have held shares therein at any time during the year immediately preceding the said day of showing their names and addresses and an account of the shares so held. Folio Companies. [ACT VI, 1882.] | Folio in register ledger containing particulars. | NAMES, ADDRESSES AND OCCUPATIONS. | | | | ACCOUNT OF SHARES. | | | | | REMARKS. | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | Surname. | Christian name. | Address. | Occupation. | Shares held by existing members ou the day of | Additional shares held by existing members during preceding year. | | Shares held by persons no longer members. | | | | | | | | | | Number. | Date of transfer. | Number. | Date of transfer. | | | | | | | | | | | | | | Government of India Central Printing Office. -No. 727 L. D.-26-4-82-3,500. 7. M. N. of ... Dated the day of 18 Witness to the above signatures. O. P. of FORM C. Memorandum and articles of association of a Company limited by guarantee, and having a capital divided into shares. Memorandum of Association. 1st.—The name of the Company is "The Hotel Company, Limited." 2nd.—The registered office of the Company will be situate in 3rd.—The objects for which the Company is established are "the facilitating travelling in by providing hotels and conveyances by sea and by land for the accommodation of travellers, and the doing all such other things as are incidental or conducive to the attainment of the above objects." 4th.—Every member of the Company undertakes to contribute to the assets of the Company, in the event of the same being 1882.] Companies. being wound up during the time that he is a member or within one year afterwards, for payment of the debts and liabilities of the Company contracted before the time at which he ceases to be a member, and the costs, charges and expenses of winding-up the same, and for the adjustment of the rights of the contributors amongst themselves, such amount as may be required not exceeding Rs. 200. We, the several persons whose names and addresses are subscribed, are desirous of being formed into a Company in pursuance of this memorandum of association. Names, Addresses and Descriptions of Subscribers. 1. A. B. of 2. C. D. of 3. E. F. of 4. G. H. of 5. I. J. of 6. K. L. of (12.) No business shall be transacted at any meeting except the declaration of a dividend unless a quorum of members is present at the commencement of such business. Such quorum shall be ascertained as follows, that is to say:—if the members of the Company at the time of the meeting do not exceed ten in number, the quorum shall be five; if they exceed ten, there shall be added to the above quorum one for every five additional members up to fifty, and one for every ten additional members after fifty; with this limitation, that no quorum shall in any case exceed thirty. (13.) If, within one hour from the time appointed for the meeting, a quorum of members is not present, the meeting, if convened upon the requisition of the members, shall be dissolved. In any other case, it shall stand adjourned to the same day in the following week, at the same time and place; and, if at such adjourned meeting a quorum of members is not present, it shall be adjourned sine die. (14.) The chairman (if any) of the directors shall preside as chairman at every general meeting of the Company. (15.) If there is no such chairman, or if at any meeting he is not present at the time of holding the same, the members present shall choose some one of their number to be chairman of such meeting. (16.) The chairman may, with the consent of the meeting, adjourn any meeting from time to time and from place to place; but no business shall be transacted at any adjourned meeting other Companies. [ACT VI other than the business left unfinished at the meeting from which the adjournment took place. (17.) At any general meeting, unless a poll is demanded by at least five members, a declaration by the chairman that a resolution has been carried, and an entry to that effect in the book of proceedings of the Company, shall be sufficient evidence of the fact, without proof of the number or proportion of the votes recorded in favour of or against such resolution. (18.) If a poll is demanded in manner aforesaid, the same shall be taken in such manner as the chairman directs; and the result of such poll shall be deemed to be the resolution of the Company in general meeting. Votes of Members. (19.) Every member shall have one vote and no more. (20.) If any member is a lunatic or idiot, he may vote by his committee or other legal curator: if any member is a minor, he may vote by his guardian or any one of his guardians if more than one. (21.) No member shall be entitled to vote at any meeting unless all monies due from him to the Company have been paid. (22.) Votes may be given either personally or by proxies. A proxy shall be appointed in writing under the hand of the appointor, or, if such appointor is a corporation, under its common seal. (23.) No person shall be appointed a proxy who is not a member, and the instrument appointing him shall be deposited at the registered office of the Company not less than forty-eight hours before the time of holding the meeting at which he proposes to vote. (24.) Any instrument appointing a proxy shall be in the following form:— Company, Limited. I, , of , being a member of the Company, Limited, hereby appoint , of , as my proxy, to vote for me and on my behalf at the [ordinary or extraordinary, as the case may be] general meeting of the Company to be held on the day of , and at any adjournment thereof [or at any meeting of the Company that may be held in the year ]. As witness my hand, this day of . Signed by the said in the presence of . Directors. (25.) The number of the directors and the names of the first directors shall be determined by the subscribers of the memorandum of association. 122 (26.) Until 1882.] Companies. (26.) Until directors are appointed, the subscribers of the memorandum of association shall be deemed to be directors. Powers of Directors. (27.) The business of the Company shall be managed by the directors, who may exercise all such powers of the Company as are not hereby required to be exercised by the Company in general meeting; but no regulation made by the Company in general meeting shall invalidate any prior act of the directors which would have been valid if such regulation had not been made. Election of Directors. (28.) The directors shall be elected annually by the Company in general meeting. Business of Company. (Here insert rules as to mode in which business of insurance is to be conducted.) Accounts. (29.) The accounts of the Company shall be audited by a committee of five members, to be called the audit-committee. (30.) The first audit-committee shall be nominated by the directors out of the body of members. (31.) Subsequent audit-committees shall be nominated by the members at the ordinary general meeting in each year. (32.) The audit-committee shall be supplied with a copy of the balance-sheet, and it shall be their duty to examine the same with the accounts and vouchers relating thereto. (33.) The audit-committee shall have a list delivered to them of all books kept by the Company, and they shall at all reasonable times have access to the books and accounts of the Company. They may, at the expense of the Company, employ accountants or other persons to assist them in investigating such accounts, and they may, in relation to such accounts, examine the directors or any other officer of the Company. (34.) The audit-committee shall make a report to the members upon the balance-sheet and accounts, and in every such report they shall state whether, in their opinion, the balance-sheet is a full and fair balance-sheet containing the particulars required by these regulations and properly drawn up, so as to exhibit a true and correct view of the state of the Company's affairs, and, in case they have called for explanations or information from the directors, whether such explanations or information have or has been given by the directors, and whether they or it have or has been satisfactory; and such report shall be read together with the report of the directors at the ordinary meeting. Notices Companies. [ACT VI Notices. (35.) A notice may be served by the Company upon any member, either personally, or by sending it through the post in a letter addressed to such member at his registered place of abode. (36.) Any notice, if served by post, shall be deemed to have been served at the time when the letter containing the same would be delivered in the ordinary course of the post; and, in proving such service, it shall be sufficient to prove that the letter containing the notice was properly addressed and put into the post office. Winding-up. (37.) The Company shall be wound up voluntarily whenever an extraordinary resolution, as defined by The Indian Companies Act, 1882, is passed, requiring the Company to be wound up voluntarily. Names, Addresses and Descriptions of Subscribers. 1. A. B. of ... Merchant. 2. C. D. of ... 3. E. F. of ... 4. G. H. of ... 5. I. J. of ... 6. K. L. of ...