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KAMDHENU ISPAT LIMITED - Securities and Exchange Board of India

KAMDHENU ISPAT LIMITED - Securities and Exchange Board of India

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shares during any portion or portions <strong>of</strong> the period in respect <strong>of</strong> which the dividend is paid but if any share is issued<br />

on terms provided that it shall rank for dividend as from a particular date such shares shall rank for dividend accordingly.<br />

112. Subject to section 205A <strong>of</strong> the Act, the <strong>Board</strong> may deduct from any dividend payable to any member all<br />

sums <strong>of</strong> money, if any, presently payable by him to the Company on account <strong>of</strong> calls or otherwise in relation to the<br />

shares <strong>of</strong> the Company.<br />

ACCOUNTS<br />

118. (a) The Company shall keep <strong>and</strong> maintain such books <strong>of</strong> accounts <strong>and</strong> other records as may be required<br />

in respect <strong>of</strong> its (Company’s) business, affairs <strong>and</strong> operation showing all such particulars as may be specified it.<br />

(b) The <strong>Board</strong> shall, from time to time, determine whether <strong>and</strong> to what extent <strong>and</strong> at what time <strong>and</strong><br />

places ad under what conditions or regulations the accounts <strong>and</strong> books <strong>of</strong> the Company or any <strong>of</strong> them shall<br />

be made available for inspection <strong>of</strong> members not being Directors.<br />

(c) No member (not being a Director) shall have any right <strong>of</strong> inspecting any account <strong>of</strong> books or<br />

documents <strong>of</strong> the Company except as conferred by law or authorised by the <strong>Board</strong> or by the Company in general<br />

meeting.<br />

CAPITALISATION OF PROFITS<br />

119. (i) The Company in general meeting may, upon the recommendation <strong>of</strong> the <strong>Board</strong> resolved :-<br />

(a) That it is desirable to capitalise any part <strong>of</strong> the amount for the time being st<strong>and</strong>ing to the credit <strong>of</strong> any<br />

<strong>of</strong> the Company’s reserve accounts or to the credit <strong>of</strong> the pr<strong>of</strong>it <strong>and</strong> loss account or otherwise available for distribution<br />

<strong>and</strong><br />

(b) That such sum be accordingly set free for distribution in the manner specified in clause (2) amongst<br />

the members who would have been entitled thereto, if distributed way <strong>of</strong> dividend <strong>and</strong> the same proportions.<br />

(ii) The sum aforesaid shall not be paid in cash but shall be used, either in or towards :-<br />

(a) paying up any amounts <strong>of</strong> the time being unpaid no any shares held by such members respectively;<br />

(b) paying up in full, in issued shares or debentures <strong>of</strong> company to be alloted <strong>and</strong> distributed credited<br />

as fully paid up to <strong>and</strong> amongst such member in the proportion aforesaid or;<br />

(c) partly in the way as specified in sub-clause (i) <strong>and</strong> partly in that specified in sub-clause (ii)<br />

(d) A share premium account <strong>and</strong> a capital reduction reserve fund may, fro the purpose <strong>of</strong> this regulation<br />

only be applied in he paying up <strong>of</strong> unissued to members <strong>of</strong> the Company as fully paid bonus shares.<br />

(iii) The <strong>Board</strong> shall give effect to the resolution passed by the Company in pursuance <strong>of</strong> this resolution.<br />

120. Whenever such a resolution as aforesaid shall have been passed the <strong>Board</strong> shall;<br />

(a) make all appropriation <strong>and</strong> applications <strong>of</strong> the undivided pr<strong>of</strong>its resolved to be capitalised thereby<br />

<strong>and</strong> all allotments <strong>and</strong> issue <strong>of</strong> fully paid shares or debentures, if any <strong>and</strong><br />

(b) do all acts <strong>and</strong> things required to give effect thereto.<br />

AUDIT<br />

121. Once at least in every year the books <strong>of</strong> accounts <strong>of</strong> the Company shall be examined by one or more Auditor<br />

or Auditors.<br />

123. The Company at each annual general meeting shall appoint an Auditor or Auditors to hold <strong>of</strong>fice until the<br />

next Annual General Meeting <strong>and</strong> their appointed, remuneration, rights <strong>and</strong> duties shall be regulated by Section 224<br />

to 227 <strong>of</strong> the Act.<br />

WINDING UP<br />

133. (i) If the Company shall be wound up, the liquidator may with the sanction <strong>of</strong> a special resolution<br />

<strong>of</strong> the Company <strong>and</strong> any other sanction required by the Act, divide amongst the members in specie or kind, the<br />

whole or any part <strong>of</strong> the assets <strong>of</strong> the Company whether they shall consider <strong>of</strong> property <strong>of</strong> the same kind or not.<br />

(ii) For the purpose aforesaid, the Liquidator may set aside value as he deems fair upon any property<br />

to be divided as aforesaid <strong>and</strong> may determine how such division shall be carried out as between the member <strong>of</strong><br />

different classes <strong>of</strong> members.<br />

(iii) The liquidator, may with the like sanction vest any part <strong>of</strong> the assets <strong>of</strong> the Company in trustees<br />

upon such trust for the benefit <strong>of</strong> the contributors as he think fit but so that no member shall be compelled to accept<br />

any shares or other securities whereon there is any liability.<br />

136

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