INDUSIND BANK LIMITED

Transcription

1 MEMORANDUM OF ASSOCIATION AND ARTICLES OF ASSOCIATION OF INDUSIND BANK LIMITED Printed by Service Printers / /2014 (All amendments made till August 17, 2015 have been incorporated)

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4 INDUSIND BANK LIMITED INDEX MEMORANDUM OF ASSOCIATION ARTICLES OF ASSOCIATION Interpretation...1 Capital...4 Shares and Certificates... 5 Underwriting and Brokerage Calls Forfeiture of Shares Transfer and Transmission of Shares Dematerialisation of Securities Copies of Memorandum and Articles to be sent to Members Meeting of Members Vote of Members Directors Managing Director Proceedings of the Board of Directors The Secretary The Seal...45 Dividends...45 Capitalisation of Reserves Accounts Audit Documents and Notices Winding Up Indemnity and Responsibility I

5 ABSTRACT OF ARTICLES OF ASSOCIATION OF INDUSIND BANK LIMITED Articles Table A not to apply but Bank to be governed by these Articles Provisions of Banking Regulation Act, INTERPRETATION Interpretation Clause The Bank or This Bank The Act Annual General Meeting Auditors Board of Directors Capital Debenture Dividend Extra-ordinary General Meeting Member Meeting or General Meeting Month Office Ordinary Resolution Paid-up Persons Register of Members Registrar Secretary Seal Share Special Resolution Written and In writing Year and Financial Year Singular Number Gender Beneficial Owner Depositories Act Depository II

6 SEBI Security CAPITAL Authorised Share Capital Increase of Capital by the Bank & how carried into affect Buy back of Shares... 5A... 4 Office SHARES AND CERTIFICATES Register and Index of Members Shares to be numbered Progressively and no Share to be sub-dividend Further Issue of Shares Shares at the disposal of the Board Power also to Bank in General Meeting to issue shares Acceptance of Shares Deposit and call to be a debt payable immediately Liability of Members Share Certificates Issue of new certificate in place of one defaced, lost or destroyed The first named or joint holder deemed sole holder Bank not bound to recognise any interest in share other than that of registered holder Funds of Bank may not be applied in purchase of shares of the Bank UNDERWRITING AND BROKERAGE Commission may be paid Brokerage CALLS Directors may make calls Notice of Calls Calls to date from resolution Call may be revoked or postponed Directors may extend time Calls to carry interest Sums deemed to be calls Proof on trial of suit for money due on Partial payment not to preclude forfeiture. Bank to have lien on shares Payment in anticipation of Call may carry Interest Bank to have lien on shares / bonds / debentures III

7 As to enforcing lien by sale Application of Proceeds of sale FORFEITURE OF SHARES If call or installment not paid, notice may be given Form of Notice If notice not complied with shares may be forfeited Notice of forfeiture to a Member Forfeited Share to become property of the Bank Power to annual forfeiture Liability on Forfeiture Effect of Forfeiture Evidence of Forfeiture Cancellation of Share Certificate in respect of forfeited shares TRANSFER AND TRANSMISSION OF SHARES Register of Transfer Instruments of transfer To be executed by transferor and transferee Transfer books when closed Directors may refuse to Register transfer Death of one or more Joint-holders of Shares Title to Shares of deceased member No transfer to infant etc Registration of persons entitled to shares otherwise than by transfer (The transmission article) Person entitled may receive dividend without being registered as member Transfer to be presented with evidence of title Conditions of registration of transfer No fee on Transfer or Transmission Bank not liable for disregard of a notice in prohibiting registration of a transfer Term of Issue Bonds, Debentures etc A DEMATERIALISATION OF SECURITIES Dematerialisation of Securities... 59B(i) Option for investors... 59B(ii) Securities in depositories to be held in fungible form... 59B(iii) Rights of depositories and beneficial owners... 59B(iv) Service of documents... 59B(v) Transfer of securities... 59B(vi) IV

8 Allotment of securities dealt with in a depository... 59B(vii).. 19 Distinctive numbers of securities held in a depository... 59B(viii).. 19 Register and Index of beneficial owners... 59B(ix) COPIES OF MEMORANDUM AND ARTICLES TO BE SENT TO MEMBERS... Copies of Memorandum and Articles of Association be sent by the Bank MEETING OF MEMBERS Annual General Meeting Annual Summary Extraordinary General Meeting Requisition of Members to state object of meeting On Receipt of requisitions Directors to call meeting and in case of default requisitionists may do so Meeting called by Requisitionists Twenty-one days notice of Meeting to be given Omission to give notice not to invalidate a resolution passed Meeting not to transact business not mentioned in notice Quorum at General Meeting Body Corporate deemed to be personally present If quorum, not present meeting to be dissolved or adjourned Business confined to election of Chairman while Chair Vacant Chairman with consent may adjourn meeting Questions at General Meeting how decided Chariman s Casting Vote Poll to be taken on demand Scrutineers at poll In what case poll taken without adjournment Demand for poll not to prevent transaction of other business VOTE OF MEMBERS Members in arrears not to vote Voting Rights of Shareholders Casting of Votes by a member entitled to more than one vote How members of unsound mind and minor may vote Voting in person or by proxy Votes in respect of shares of deceased and insolvent member Appointment of proxy Proxy either for specified meeting or a period Proxy to vote only on a poll Deposit of Instrument of Appointment Form of Proxy V

9 Validity of Votes given by proxy notwithstanding death of member Time for objection of vote Chairman of the meeting to be sole judge of validity of any vote Minutes of General Meeting and Inspection thereof by members DIRECTORS Power to appoint ex-officio Directors Appointment of Alternate Directors Director s Power to add to the Board Director s Power to fill casual vacancies Remuneration of Directors Office Directors may act notwithstanding any vacancy Vacation of office of Director Directors may contract with Bank Disclosure Interest General Notice of Interest Interested Directors not to participate or vote in Board s Proceedings Register of Contracts in which Directors are interested Directors may be Directors of companies promoted by the Bank Retirement and rotation of Directors Ascertainment of Directors retiring by rotation and filling of vacancies Eligibility for re-election Bank to appoint successors Provision and default of appointment Bank may increase or reduce the number of Directors Notice of Candidate for office of Directors except in certain cases Register of Directors etc. and notification of change to Registrar Disclosure by Directors of appointment on other body corporate Chairman MANAGING DIRECTOR Board may appoint Managing Director or Managing Directors Restriction on management Certain persons not to be appointed Special Position of Chairman & Managing Director PROCEEDINGS OF THE BOARD OF DIRECTORS Meeting of Directors Notice of Meeting When meeting to be convened VI

10 Chairman Quorum Powers of Quorum How Questions to be decided Power to Appoint committee and to delegate Proceedings of committee Resolution without Board Meeting Acts of Board or committee valid notwithstanding formal appointment Minutes of proceedings of meetings of the Board Power to borrow A Bonds, debentures etc to be subject to the control of the Board B Issue of bonds, debentures etc at a premium, etc or with special privileges. 137C Register of Charges D Express Powers of Directors Powers of continuing Directors THE SECRETARY Secretary THE SEAL The Seal, its custody and use Deeds how executed DIVIDENDS Division of profits The Bank in General Meeting may declare a dividend Dividends to be paid out of profits Interim dividend Capital paid up in advance not to earn dividend Dividends in proportion to amount paid-up Retention of dividends until completion of transfer under Article Dividend etc. to joint holders No members to receive dividend while indebted to the Bank and Bank s right of reimbursement thereof Transfer of shares must be registered Dividends how remitted Unclaimed Dividend Dividend call together Reserve Fund VII

11 CAPITALISATION OF RESERVES Capitalisation of Reserve Office ACCOUNTS Director to keep the accounts As to inspection of accounts or books by Members Statement of Account to be furnished to General Meeting Copies shall be sent to each member (a) Form of Balance Sheet (b) AUDIT Accounts to be Audited First Auditor or Auditors DOCUMENTS AND NOTICES Service of documents or notices on Members by Bank On personal Representative etc To whom documents or notices must be served or given Members bound by documents or notices served on or given to previous holders Document or notice by Bank and Signature thereof Service of documents or notices by member WINDING UP Liquidator may Divide assets in specie INDEMNITY AND RESPONSIBILITY Every Officer or Agent for the time being of the Bank shall be indemnified out of the assets of the Bank VIII