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SCHEDULE
- I
ARTICLES OF INCORPORATION
[SEE SECTION - 4]
I.
Name Clause:
The name of the Company is ".........................."
II. Registered
Office Clause :
The Registered Office of the Company will be situated in .........................
III. Object Clause
:
a. The main objects
to be pursued by the Company on its incorporation are
i
ii
iii
b. The objects incidental
or ancillary to the attainment of the above main objects are:
i.
ii.
iii.
and the doing
of all such other things as are conducive
to the attainment of the foregoing main objects.
IV. Limited
Liability Clause :
The liability of the members is limited.
V. Capital
Clause:
The Authorised Equity share capital of the company is........... Ngultrum
divided into...........shares of...........Ngultrums each.
The Authorised
Preference capital of
the company is ..........Ngultrums
divided into..........shares of............ Ngultrums each.
VI. Regulations
Clause
Voting Rights
1. i. An ordinary
shareholder shall have as many votes as the number of shares held
by him.
ii. A preference
shareholder shall have a right to vote only on
resolutions placed before the company which directly affect the rights
attached to his preference shares.
Issue of
Share Certificate
2. i.
Every person whose name is entered
in the register of shareholders as holder
of shares shall be entitled to have relevant Share Certificates
issued or endorsed in his favour.
ii. Every shareholder
shall be entitled to have Share Certificates free
of charge.
iii. The company
may at the request of the shareholder, subdivide the Share Certificates
in which case the company shall be entitled
to charge fee for each new certificate issued.
iv. a. Where
a certificate is issued in place of one lost or renewed, it should
state on the face of it that the certificate is being issued in
place of the Share Certificate lost or surrendered and the
number of the original Share Certificate
shall be indicated on the new certificate.
b. The company
may charge a fee for each new Share Certificate issued in replacement
of the original Share Certificate.
V. All Share Certificate
shall be issued under the seal of the company and be authenticated
by person(s) so authorised by the Board.
Nominee
3. For each
share only one nominee shall be
nominated by the shareholder which shall be
recorded on the Share Certificate and in the Register of Shareholders.
Transfer
of Shares
4. i. The transferor
shall be deemed to be the holder of
shares transferred till the name of the transferee is entered in the
register of shareholders.
ii. The Board
may decline to register a transfer of shares in favour of a
person where the Board is of the opinion that
it would be detrimental to the interest of the company.
Transmission
of Shares
5. i. Upon death of
a shareholder the nominee shall succeed to all the rights and
his name shall be registered as a shareholder
by the Company.
ii. The Board
may require evidence as to title from any person
who applies to the company for being entered as share holder in respect
of shares upon death, lunacy or insolvency of a shareholder.
Dividend
and Reserve
6. i. The Board may
pay to its members one interim dividend in respect of a year
as appears to it to be justified by the
profits of the company.
ii. The company
in a General Meeting may declare final dividend
in respect of a year, but no dividend shall exceed the amount recommended
by the Board.
iii. The Board
may carry forward any profits which it
may think prudent not to distribute as dividend.
Forfeiture
of Shares
7. i. Where
a shareholder fails to pay the amount due on the shares
held by him, the Board may issue a notice to the
shareholder at any time after the last date specified
for payment informing him that unless the amount
is paid by the date indicated in the notice, the
shares will be forfeited without any further intimation.
ii. The notice
mentioned in sub-regulation (1) shall be
sent by registered post.
iii. If the
amount due still remains unpaid, the Board may by passing a resolution
forfeit the shares and thereupon the shareholder shall
loose all his rights in
the shares forfeited and the Share Certificates
issued relating to the said shares shall cease
to be valid and the Board shall have the right to
re-issue those shares at its discretion. General Meetings.
8 i. All general
meetings other than annual general meetings shall be called extraordinary
general meetings.
ii. The Chairman of
the Board failing whom any other director, failing whom any shareholder
willing and present, shall preside as chairman at every general meeting
of the company.
iii. The chairman
may, with the approval of shareholders, adjourn a General
Meeting from time to time and from place to place.
iv. No business
may be transacted at the adjourned meeting
when reconvened other than the business proposed at the original meeting.
9. i. A shareholder
entitled to attend and vote shall be entitled to appoint a proxy
to attend and vote instead of himself and the proxy need
not be a member.
ii. An instrument
of proxy shall be deemed to have been revoked when the shareholder
attends in person and casts his vote.
Board Meeting
10. i. A director
may and the the Managing Director shall on
the requisition of a director summon a meeting of the Board.
ii. Questions
arising at any meeting of the Board shall be decided by a majority
of votes and such decision shall be final and binding.
iii. In case
of an equality of votes, the chairman of the Board shall have a second
or casting vote.
11. i. The Directors
shall be reimbursed all the actual out of pocket expenses incurred
in attending the meetings of the Board.
ii. The Board
may delegate its powers to committees consisting of two or more directors
on such terms and conditions as it thinks fit.
Trust in
Shares not Recognised
12. Save as
required by law, a company shall not recognise any trust or
equitable or contingent interest in any shares.
Commission
and Brokerage
13. i. Commission
payable on account of under writing may be satisfied by payment of
cash or allotment of shares.
ii. The company
may pay on any issue of shares such brokerage as is lawful.
Seal
14. i. The Board shall
provide for safe custody of the seal.
ii. The seal
shall not be used except with the
express written authority of the Board who shall
record this fact and the reasons therefore in the Directors'
minutes.
iii. The
seal shall be used to authenticate,
inter alia, the following:
a. issued Share
Certificates and transfer documents;
b. written guarantees
entered into by the company;
c. loan documents
and trust deeds;
d. debentures,
mortgages and charges;
e. contracts
and agreements entered into by the company.
iv. The authorised
use of the seal shall be witnessed
by two signatures authorised by the Board.
v. Unauthorised
or improper use of the seal by a Director or officer of the
company or any other person shall be punishable in accordance
with section 80 of the Companies Act of the Kingdom of Bhutan 1989.
DECLARATION
We, the several
persons whose names and addresses are subscribed, are desirous of
being formed into a Company in pursuance of these Articles of Incorporation,
and we respectively agree to take the number
of shares in the capital of the Company set
opposite our respective names.
Name
Address Designation
Occupation No. of shares
taken by each
subscriber :
AB
son of
Merchant
CD
wife of Housewife
EF
daughter of Student
GH
son of
Executive
IJ
son of
Govt. Servant
KL
son of
Landlord
MN
son of
Agriculture
Total shares taken
Year
Month Dated
Witness to the above
signature
Signature
Name of Witness
Address of Witness
Occupation of Witness
Judicial
Stamp
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