DRAFT MODEL ARTICLES OF ASSOCIATION FOR PUBLIC COMPANIES in Marathi

DRAFT MODEL ARTICLES OF ASSOCIATION FOR PUBLIC COMPANIES

PART 1: DEFINITIONS AND INTERPRETATION

1.       Defined terms

1.     The special meanings given to certain words and phrases in the articles are set out in the index of defined terms.

2.     Where a word or phrase is defined in the index of defined terms, other grammatical forms of that word or phrase used in the articles shall have a meaning which corresponds to that definition.

PART 2: DIRECTORS

DIRECTORS’ POWERS AND RESPONSIBILITIES

2.       Directors’ general authority

Subject to the Companies Acts and the articles, the directors:

a.       shall manage the company’s business; and

b.       may exercise all the powers of the company for any purpose connected with the company’s business.

3.       Members’ reserve power

1.     The members may, by special resolution, order the directors to act, or refrain from acting, in a particular way

2.     No such special resolution shall invalidate anything which the directors have already done.

DELEGATION OF DIRECTORS’ POWERS AND RESPONSIBILITIES

4.     Directors may delegate

1.     Subject to the articles, the directors may delegate any of their powers and responsibilities:

a.     to such persons;

b.    by such means;

c.     to such an extent;

d.    in relation to such matters or territories; and

e.     on such conditions or subject to such restrictions, as they think fit.

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2.     Unless the directors specify otherwise, any such delegation authorises further delegation of the directors’ powers and responsibilities by any person to whom they are delegated, whether expressly or by virtue of this paragraph.

3.     The directors must not delegate to any person who is not a director any decision connected with:

a.     how the directors (or a committee of directors) take decisions;

b.    a director’s appointment or the termination of a director’s appointment; or

c.     the payment or declaration of a dividend.

4.     The directors may at any time withdraw or revoke any delegation in whole or part, or alter its terms.

5.     Committees of directors

1.     If the directors:

a.     delegate powers or responsibilities to two or more persons, at least one of whom is a director; and

b.    indicate that they should act together in respect of those powers or responsibilities, those persons are a “committee” for the purposes of the articles.

2.     The provisions of the articles about how the directors take decisions shall apply, as far as possible, to the taking of decisions by committees, but the directors may make rules of procedure which are binding on a committee.

DECISION-MAKING BY DIRECTORS

6.     Directors to take decisions collectively

1.     This article applies to any matter in respect of which the directors have not delegated their powers and responsibilities to a single director.

2.     Subject to the articles, the directors must not act in relation to any such matter unless they have taken a decision about it:

a.     at a directors’ meeting, or

b.    in the form of a directors’ written resolution, in accordance with the articles.

7.     Calling directors’ meetings

1.     Any director may call a directors’ meeting.

2.     The company secretary shall call a directors’ meeting if a director so requests.

3.     A meeting is not called unless reasonable notice of it has been given, indicating its proposed date, time, place and subject matter.

4.     Notice must be given to all the directors, except those:

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a.     to whom it is not possible to give reasonable notice; or

b.    who waive their entitlement to notice, prospectively or retrospectively.

5.     Notice of a directors’ meeting need not be given in writing.

6.     The reasonableness of any notice period shall be determined by reference to:

a.     The urgency and importance of the meeting’s subject matter; and

b.    Individual directors’ ability to receive notice of or participate in the meeting.

8.     Participation in directors’ meetings

1.     Subject to the articles, directors participate in a directors’ meeting, or part of a director’s meeting, when:

a.     the meeting has been called and takes place in accordance with the articles;

b.    they are engaged, together, exclusively in the business of the meeting, or of that part of the meeting;

c.     no other directors are engaged on that business separately from them; and

d.    they can each communicate to the others any information or opinions they have on any particular item of that business.

2.     In determining whether directors are participating in a directors’ meeting, it is irrelevant where any director is or how they communicate with each other.

9.     Quorum for directors’ meetings

1.     At a directors’ meeting, unless a quorum is participating, no proposal shall be voted on, except a proposal to call another meeting.

2.     The quorum for directors’ meetings may be fixed from time to time by:

a.     a decision of the directors, or

b.    an ordinary resolution, but it shall never be less than two, and unless otherwise fixed it shall be two.

3.     Subject to the articles, a director who is interested in an actual or proposed transaction or arrangement with the company shall not be counted as participating in any directors’ meeting, or part of a directors’ meeting, relating to that transaction or arrangement.

4.     A person who is an alternate director but not a director shall be counted as participating for the purposes of determining whether a quorum is participating, but only if that person’s appoint tor is not participating. No alternate shall be counted as more than one director for such purposes.

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