Articles of association

(1) A company shall frame the articles of association in order to attain the objectives set forth in its memorandum of association and carry out its activities in a well –managed manner.

(2) The articles of association shall state the following matters:

(a) Procedures for convening the general meeting of the company and notice to be given for such meeting,

(b) Proceedings of general meeting,

(d) Provisions relating to the minutes of decisions of the general meeting and the board of directors, and duplicate copies and inspection thereof,

(e) If a person has to subscribe shares to become a director of a company, minimum number of shares,

(f) In the case of a public company, qualifications, and number of independent directors,

(g) Where any professional persons, other than shareholders, are to be appointed as directors, provisions relating to the number, tenure, qualifications, and procedures of appointment of such persons,

(h) Powers and duties of the board of directors and the managing director,

(i) Authority of directors and delegation of authority,

(j) Quorum for a meeting of the board of directors, notice of meeting and proceedings of meeting,

(k) Lien on shares,

(l) Different classes of shares and the rights, powers, and restrictions attached to such shares,

(m) Provisions relating to calls on shares and forfeiture of shares,

(n) Provisions relating to the transfer of shares,

(o) Matters of alteration in share capital,

(p) Matters of buying back of shares by the company, if the company is to buy back its shares,

(q) Appointment of a company secretary,

(r) Provisions relating to remuneration, allowances, and facilities of directors,

(s) Use of the company’s seal in its transactions, if it is to be so used,

(t) Accounts, books of accounts and audit of the company,

(u) Provisions on powers to raise loans or debentures,

(v) Amalgamation of the company,

(w) Such matters, if any, as required by the prevailing law to be mentioned in the articles of association of a company carrying on any specific business,

(x) Such other necessary matters as required to be mentioned in the articles of association.

(3) If any provision contained in the articles of association of the company, inclusive of a provision on the saving of its directors or officers, is inconsistent with this Act and the memorandum of association, such provision shall be void to the extent of such inconsistency.

(4) The format of articles of association shall be as prescribed.