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Thursday, December 27, 2007

Memorandum in the presence of at least one attesting witness

The Articles of Association of every company must be (0) printed, (b) divided into paragraphs numbered consecutively, and (c) signed by cach subscriber
to THC Memorandum in the presence of at least one attesting witness with their addresses and occupations.
Contents or Stubbiest Matter of Article4i of Association. The Articles of Association of a company should usually contain the following matte’s :
I. The extent to which "Table A" is applicable.
2. Different classes of shares and their rights.
3. Procedure of making an issue of share capital and allotment thereof. 4. Procedure of issuing share certificates and share warrants.
5. Forfeiture of shares and the procedure of re-issue of shares. 6. Procedure for transfer and transmission of shares.
7. The time lag in between calls on shares.
8. Conversion of shares into stock.
9. Lien on shares. .
10. Payment of commission on shares and debentures to underwriters. 11. Rules for adoption for 'preliminary contracts', if any.
12. Re-organization and consolidation of share capital.
13. Alternator of share capital.
14. Borrowing powers of directors.
15. Generalmcetings, proxies and polls.
16. V, ting rights of members.
17. Payment of dividends and creation of reserves.
18. Appointment, powers, duties, qualifications and remuneration of
directors.
19. Use of the Common Sea] of the company.
20. Keeping of books of account and their audit.
21. Appointment, powers, duties, remuneration, etc., of auditors. 22. Capitalization of profits.
23. Board meetings and proceedings thereof.
24. Rules regarding resolutions.
25. Appointment, powers, duties, qualifications, remuneration. etc.,
of managing director, manager and secrete!)', if any.
26. Arbitration provision, if any.
27. Winding up.

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