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II.
The Registered Office of the Company will be situated in the Union Territory of
Daman & Diu.*
III.
The Object for which the Company is established are :A. MAIN OBJECT OF THE COMPANY TO BE PURSUED BY THE COMPANY
ON ITS INCORPORATION :
1.
2.
3.
To pay out of the funds of the Company all expenses which the
Company may lawfully pay with respect to the formation and
registration of the Company or the issue of its Capital including
brokerage and commission for obtaining applications, for or talking,
placing or underwriting or procuring the underwriting of shares,
debentures or other securities of the Company.
4.
5.
6.
7.
8.
9.
10.
11.
12.
13.
14.
15.
16.
17.
18.
C.
19.
20.
21.
22.
23.
To invest and deal with the moneys of the company not immediately
required in any manner.
24.
25.
26.
27.
To carry out the objects of the company and to do things in any part
of the world either as principals, agents, contractors or trustees or
otherwise and by or through trustees or agents or otherwise, and
either alone or in conjunction with others.
28.
29.
30.
OTHER OBJECTS :
To carry on the business of mining, refining and preparing for market ores,
minerals, metals.
31.
32.
33.
34.
35.
36.
37.
38.
39.
40.
41.
42.
43.
44.
45.
46.
47.
48.
49.
50.
51.
52.
53.
54.
55.
56.
57.
58.
59.
60.
61.
62.
63.
64.
65.
66.
67.
68.
69.
70.
71.
72.
73.
74.
75.
76.
77.
78.
79.
80.
81.
82.
83.
84.
85.
86.
87.
88.
IV.
89.
90.
91.
92.
To Set up Steel furnaces and Continous Casting and hot aend cold
rolling mill plants for producing ferrous and non-ferrous metals, alloy
steels, steel ingots, billets, and all kinds and all sizes of Iron and Steel
re-rolled sections such as flats, angles, round, squares, rails, joints,
channels, slabs, strips, sheets, Platas, deformed bars, plain and cold
twisted bars and Shaftings.
93.
The Authorised Share Capital of the Company is Rs.7,25,00,000/- Rupees Seven Crore
Twenty Five Lakhs only) divided into 72,50,000 (Seventy Two Lakhs Fifty Thousand)
Equity Shares of Rs 10/- (Rupees Ten only) each. The Company has power from time to
time to increase or reduce its capital and to divide the Shares in the Capital for the
time being into other classes and to attach thereto respectively such preferential,
qualified or other special rights, priviliges, conditions or restrictions as may be
determined by or in accordance with the Articles of Association of the Company and to
vary, modify, or restrictions in such manner as may for the time being the permitted by
the Articles of Association of the Company or the legislative provisions for the time
being in force in that behalf.
10
We, the several persons, whose names, addresses and descriptions are hereunder
subscribed, are desirous of being formed into a Company in pursuance of this
MEMORANDUM OF ASSOCIATION and we respectively agree to take the number of
shares in the Capital of the Company set opposite to our respective names :Signature, Names, Addresses,
description and occupation of
Subscribers
Number of
equity shares
taken by each
Subscriber
1. Sd/- in Gujarathi
Velji Lakhadir Shah
S/o. Lakhadir Shivji Shah,
Jha Niwas, 2nd Floor,
Subhash Road,
Vile Parle (East)
Bombay 400 057.
100
(One Hundred
Only)
INDUSTRIALIST.
2. Sd/- in English
Haresh Velji Shah
S/o. Velji Lakhadir Shah
Jha Niwas, 2nd Floor
Subhash Road
Vile Parle (East)
Bombay 400 057.
100
(One Hundred
Only)
CHARTERED ACCOUNTANT
INDUSTRIALIST.
3. Sd/- in English
Pravin Malshi Shah
S/o. Malshi Lakhadir Shah
11, Vireshwar Vihar,
Tejpal Road,
Vile Parle (East)
Bombay 57.
Sd/C. Ayyaswamy
S/o. Shri R. Choodamani
405, Shiv Centre
Sector 17, Vashi
New Bombay 400 705
100
(One Hundred
Only)
INDUSTRIALIST
Numer of
equity shares
taken by each
Subscriber
100
4. Sd/- in Gujarathi
Malshi Lakhadir Shah
(One Hundred
S/o. Lakhadir Shivji Shah
Only)
11, Vireshwar Vihar
Tejpal Road, Vile Parle (E)
Bombay 400 057.
INDUSTRIALIST
5. Sd/- in Gujarati
100
Rayshi Lakhadir Shah
(One Hundred
S/o. Lakhadir Shivji Shah
Only)
8, Satya Niwas, 3rd floor
Vile Parle (East)
Bombay-400 057.
Sd/C. Ayyaswamy
S/o. Shri R. Choodamani
405, Shiv Centre
Sector 17, Vashi
New Bombay 400 705
CHARTERED ACCOUNTANT
INDUSTRIALIST
100
6. Sd/- in Gujarati
Jagshi Lakhadir Shah
(One Hundred
S/o Lakhadir Shivji Shah
Only)
5, Vireshwar Smruti
96, Ram Mandir Road
Vile Parle (East)
Bombay 400 057
BUSINESS
7. Sd/- in English
100
Bharat Malshi Shah
(One Hundred
S/o Malshi Lakhadir Shah
Only)
11, Vireshwar Smruti
Tejpal Road, Vile Parle (E)
Bombay 400 057
BUSINESS
12
ARTICLES OF ASSOCIATION
OF
TOKYO FINANCE LIMITED
The following regulations comprised in these Articles of Association were adopted pursuant
to members resolution passed at the annual general meeting of the Company held on 28th
September, 2016 in substitution for, and to the entire exclusion of, the earlier regulations
comprised in the extant Articles of Association of the Company.
TABLE F EXCLUDED
1.
(1)
Table F not
to apply
(2)
Company to be
governed by
these Articles
Interpretation
2.
(1)
In these Articles
(a)
Act means the Companies Act, 2013 or any
statutory modification or re-enactment thereof
for the time being in force and the term shall be
deemed to refer to the applicable section thereof
which is relatable to the relevant Article in
which the said term appears in these Articles
and any previous company law, so far as may be
applicable.
Act
(b)
Articles
(c)
Board of
Directors or
Board
(d)
Company
(e)
Rules
(f)
Seal
(2)
Number
And Gender
(3)
Expressions in the
Articles to bear
the same meaning
as in the Act
13
3.
Directors may
allot shares
otherwise than
for cash
4.
Kinds of Share
Capital
5.
(b)
Issue of
certificates
6.
Certificate to
bear seal
Option to receive
share certificate
or hold shares
with depository
7.
Issue of new
certificate in
place of one
defaced; lost
or destroyed
8.
(1)
(b)
(2)
Every certificate shall be under the seal and shall specify the
shares to which it relates and the amount paid-up thereon.
(3)
Provisions as to
issue of certificates
to apply mutatis
mutandis to
debentures, etc.
(1)
Power to pay
commission in
connection with
securities issued
(2)
Rate of commission
in accordance with
Rules
(3)
Mode of payment of
commission
(1)
Variation of
members rights
(2)
Provisions as to
general meetings to
apply mutatis
mutandis to each
meeting.
12.
Issue of further
shares not to effect
rights of existing
members
13.
Power to issue
redeemable
preference shares
9.
10.
11.
14.
(1)
(2)
The Board or the Company, as the case may be, Further issue of
may, in accordance with the Act and the Rules, share capital
issue further shares to
(a)
(b)
(c)
Lien
Companys lien
on shares
15.
(1)
(b)
As to enforcing
lien by sale
(2)
(3)
16.
Validity of sale
(b)
(1)
Purchaser to be
registered holder
(2)
Validity of Companys
receipt
(3)
Purchaser not
affected
(4)
(1)
(2)
Application of
proceeds of sale
Payment of
residual money
17.
(a)
18.
16
19.
Outsiders lien
not to affect
Companys lien
20.
Provisions as to lien
to apply mutatis
mutandis to
debentures, etc.
Calls on shares
21.
(1)
The Board may, from time to time, make calls upon the
members in respect of any monies unpaid on their
shares (whether on account of the nominal value of the
shares or by way of premium) and not by the
conditions of allotment thereof made payable at fixed
times.
(2)
Notice of call
(3)
(4)
Revocation or
postponement of
calls
22.
23.
Liability of joint
holders of shares
(1)
When interest on
call or instalment
payable
(2)
(1)
Sums deemed to be
calls
(2)
24.
25.
26.
The Board (a) may, if it thinks it, receive from any member
willing to advance the same, all or any part of the
monies uncalled and unpaid upon any shares
held by him; and
17
Payment in
anticipation of calls
may carry interest
(b)
Instalments on shares
to be duly paid
27.
Calls on shares of
same class to be on
uniform basis
28.
29.
Provisions as to calls
to apply mutatis
mutandis to
debentures, etc.
30.
Transfer of shares
Instrument of transfer
to be executed by
transferor and
transferee
31.
32.
33.
(1)
(2)
(b)
(b)
(c)
34.
Transfer of shares
when suspended
35.
Provisions as to
transfer of shares
to apply mutatis
mutandis to
debentures, etc.
Transmission of shares
36.
37.
(1)
Title to shares on
death of a member
(2)
Estate of deceased
member liable
(1)
Transmission
Clause
(a)
(b)
38.
39.
(2)
Boards right
unaffected
(3)
Indemnity to the
Company
(1)
Right to election of
holder of shares
(2)
Manner of
testifying election
(3)
Limitations
applicable to
notice
Claimant to be
entitled to same
advantage
19
Provisions as to
transmission to
apply mutatis
mutandis to
debentures, etc.
40.
If call or instalment
not paid notice must
be given
41.
Form of notice
42.
Forfeiture of shares
(b)
In default of
payment of shares
to be forfeited
43.
Receipt of part
amount or grant of
indulgence not to
affect forfeiture
44.
Entry of forfeiture in
register of members
45.
Effect of forfeiture
46.
Forfeited shares
may be sold, etc.
47.
Cancellation of
forfeiture
(1)
(2)
20
48.
(1)
Members still
liable to pay
money owing at
the time of
forfeiture
(2)
(3)
Cesser of liability
(1)
Certificate of
forfeiture
(2)
Title of purchaser
and transferee of
forfeited shares
(3)
Transferee to be
registered as
holder
(4)
Transferee not
affected
50.
Validity of Sales
51.
Cancellation of
share certificate in
respect of forfeited
shares
52.
Surrender of share
certificates
53.
Sums deemed to
be calls
49.
21
Provisions as to
forfeiture of shares
to apply mutatis
mutandis to
debentures, etc.
54.
55.
(b)
Shares may be
converted into stock
56.
(c)
(d)
(e)
Right of
stockholders
Reduction of capital
57.
(b)
(c)
(b)
(c)
(d)
Joint Holders
58.
Joint-holders
(a)
Liability of
joint-holders
(b)
Death of one or
more joint-holders
(c)
Receipt of one
sufficient
(d)
Delivery of
certificate and
giving of notice to
first named
holder
(e)
(i)
Vote of joint-holders
(ii)
Executors or
administrators as
joint holders
(f)
59.
(1)
(b)
23
Provisions as to
joint holders as to
shares to apply
mutatis mutandis to
debentures, etc.
Capitalisation
(2)
60.
(C)
(3)
(4)
(1)
(2)
Boards power to
issue fractional
certificate/coupon
etc.
Agreement binding
on members
shares or other
be allotted and
paid-up, to and
the proportions
(3)
(b)
Buy-back of shares
61.
Extraordinary
general meeting
62.
Powers of Board to
call extraordinary
general meeting
63.
24
it
thinks
it,
call
an
Presence of Quorum
(2)
Business confined
to election of
Chairperson whilst
chair vacant
(3)
65.
Chairperson of the
meetings
66.
Directors to elect a
Chairperson
67.
Members to elect a
Chairperson
68.
Casting vote of
Chairperson at
general meeting
(1)
Minutes of
proceedings of
meeting and
resolutions passed
by postal ballot
(2)
64.
69.
70.
(3)
Discretion of
Chairperson in
relation to Minutes
(4)
Minutes to be
evidence
(1)
Inspection of
minutes books of
general meeting
(2)
Members may
obtain copy of
minutes
71.
Business at
adjourned meeting
(2)
Notice of adjourned
meeting
(3)
Notice of adjourned
meeting not
required
(4)
Chairperson may
adjourn the
meeting
72.
Voting rights
Entitlement to vote
on show of hands
and on poll
73.
Voting through
electronic means
74.
Vote of
joint-holders
75.
Seniority of names
76.
(b)
(2)
77.
Votes in respect of
shares deceased or
insolvent members,
etc.
78.
Business may
proceed pending
poll
79.
Restriction on
voting rights
80.
Restriction on
exercise of voting
rights in other cases
to be void
81.
Equal rights of
members
Proxy
82
(1)
(2)
The instrument appointing a proxy and the power-ofattorney or other authority, if any, under which it is
signed or a notarised copy of that power or authority,
shall be deposited at the registered office of the
Company not less than 48 hours before the time for
holding the meeting or adjourned meeting at which the
person named in the instrument proposes to vote, and
in default the instrument of proxy shall not be treated
as valid.
Proxies when to be
deposited
83.
Form of proxy
84.
Proxy to be valid
notwithstanding
death of the
principal
(1)
(2)
Board of Directors
(1)
Appointment of
Directors of the
Company and
proportion of
whose who are
to retire by
rotation
(2)
Same individual
may be
Chairperson and
Managing Director/
Chief Executive
Officer
(3)
(1)
Remuneration to
require members
consent
(2)
Travelling and
other expenses
(3)
Remuneration of
directors
86
87
88.
Appointment of
additional directors
89.
(2)
(1)
Duration of office of
alternate director
(2)
Re-appointment
provisions
applicable to
Original Director
(3)
Duration of office of
additional directors
Appointment of
alternate director
90.
28
91.
(1)
Appointment of
director to fill a
casual vacancy
(2)
Duration of office of
Director appointed
to fill casual
vacancy
Power of Board
92.
General powers of
the Company
vested in Board
94.
(1)
When meeting to be
convened
(2)
(3)
(4)
Participation at
Board meetings
(1)
Questions at Board
meeting how
decided
(2)
Casting vote of
Chairperson at
Board meeting.
(1)
Who to preside at
meetings of the
Board
(2)
Directors to elect a
Chairperson
95.
96
29
(1)
Committee to
conform to Board
regulations
(2)
Participation at
Committee
meetings
(3)
(1)
(2)
(1)
Questions at
Committee meeting
how decided
(2)
Casting vote of
Chairperson at
Committee meeting
(3)
Delegation of
powers
Chairperson of
Committee
97.
98.
Who to preside at
meetings of
Committee
Committee to meet
99.
Acts of Board or
Committee valid
notwithstanding
defect of
appointment
100.
Passing of
resolution by
circulation
101.
Chief Executive
Officer,etc.
Director may be
chief executive
office, etc.
102.
(a)
Subject to the provisions of the Act, A chief executive officer, manager, company secretary
and chief financial officer may be appointed by the
Board for such term, at such remuneration and upon
such conditions as it may think it; and any chief
executive officer, manager, company secretary and chief
financial officer so appointed may be removed by means
of a resolution of the Board; the Board may appoint one
or more chief executive officers for its multiple
businesses.
(b)
30
Registers
103.
104.
Statutory registers
(a)
Foreign register
(b)
105.
(1)
The Board shall provide for the safe custody of the seal.
(2)
Company in general
meeting may
declare dividends
107.
Interim dividends
(1)
Dividends only to be
paid out of profits
(2)
Carry forward of
profits
108.
31
Division of profits
(1)
Payments in
advance
(2)
Dividends to be
apportioned
(3)
(1)
(2)
(1)
Instrument of
payment
(2)
Discharge to
Company
(3)
No member to
receive dividend
whilst indebted to
the Companys
right to
reimbursement
therefrom
109.
110.
Retention of
dividends
Dividend now
remitted
111.
Receipt of one
holder sufficient
112.
No interest on
dividends
113.
Waiver of dividends
114.
Inspection by
Directors
115.
Restriction on
inspection by
members
(1)
(2)
Winding up
116.
(b)
(c)
Winding up of
Company
(a)
(b)
(c)
Directors and
officers right to
indemnify
Insurance
General Power
118.
33
General Power
We, the several persons, whose names, addresses and descriptions are hereunder
subscribed, are desirous of being formed into a Company in pursuance of this ARTICLES
OF ASSOCIATION and we respectively agree to take the number of shares in the Capital
of the Company set opposite to our respective names :Signature, Names, Addresses,
description and occupation of
Subscribers
1. Sd/- in Gujarathi
Velji Lakhadir Shah
S/o. Lakhadir Shivji Shah,
Jha Niwas, 2nd Floor,
Subhash Road, Vile Parle (E)
Bombay 400 057.
Number of
equity
shares
taken by
each
Subscriber
100
(One
Hundred
Only)
INDUSTRIALIST
2. Sd/- in English
Haresh Velji Shah
S/o. Velji Lakhadir Shah
Jha Niwas, 2nd Floor,
Subhash Road, Vile Parle (E)
Bombay 400 057.
100
(One
Hundred
Only)
INDUSTRIALIST.
3. Sd/- in English
Pravin Malsi Shah
S/o. Malshi Lakhadir Shah
11, Vireshwar Vihar,
Tejpal Road, Vile Parle (E)
Bombay-400 057.
100
(One
Hundred
Only)
CHARTERED ACCOUNTANT
INDUSTRIALIST
4. Sd/- in Gujarati
Malshi Lakhadir Shah
S/o. Lakhadir Shivji Shah
11, Vireshwar Vihar,
Tejpal Road, Vile Parle (E)
Bombay-400 057.
Sd/C. AYYASWAMY
S/o. Shri R. Choodamani
405, Shiv Centre
Sector 17, Vashi
New Bombay 400 705
100
(One
Hundred
Only)
INDUSTRIALIST
34
Numer of
equity
shares
taken by
each
Subscriber
5. Sd/- in Gujarati
100
(One
Hundred
Only)
6 Sd/- in Gujarathi
Jagshi Lakhadir Shah
S/o. Lakhadir Shivji Shah,
5, Vireshwar Smruti
96, Ram Mandir Road,
Subhash Road, Vile Parle (E)
Bombay 400 057.
100
(One
Hundred
Only)
Sd/C. Ayyaswamy
S/o. Shri R. Choodamani
405, Shiv Centre
Sector 17, Vashi
New Bombay 400 705
INDUSTRIALIST
CHARTERED ACCOUNTANT
BUSINESS
7. Sd/- in English
Bharat Malshi Shah
S/o. Malshi Lakhadir Shah
11, Vireshwar Vihar,
Tejpal Road, Vile Parle (E)
Bombay-400 057.
100
(One
Hundred
Only)
BUSINESS
700
(Seven
Hundred
Only)
Bombay, dated the 24th day of October, 1994
35