Question

Answer in brief:
State any four content of articles of association

Answer 1

The Articles of Association lays down the procedure and rules regarding the following matters or issues:

(1) Company’s share capital and its division into the equity shares and preference shares. Rights of shareholders, a variation of these rights.
(2) Rights of each class of shareholders and procedure for changing their rights.
(3) Procedure relating to allotment and calls on shares.
(4) Rules relating to the transfer and transmission of shares.
(5) Lien on shares.
(6) Increase, reduction, or alteration of share capital.
(7) Procedure for conversion of shares into stock.
(8) Share warrants.
(9) Conducting General Meetings.
(10) Voting rights of members, proxies, and polls.
(11) Directors and officers, their qualification shares, appointment, remuneration, etc.
(12) Conducting Board Meetings and General Meetings.
(13) Appointments, powers, duties, qualifications, remuneration, removal, etc. of Managing Directors, Manager, and Secretary.
(14) Audit of accounts, transfer of money to Reserves declaration of dividend, etc.
(15) Borrowing powers of the company and mode of borrowings.
(16) Issue of share certificate and procedure for issue of duplicate share certificate.
(17) Constitution and composition of various committees such as the Audit Committee, Remuneration Committee, Corporate Social Responsibility Committee.
(18) Books of Accounts, registers, annual accounts, and audits.
(19) Capitalisation of profit.
(20) Investments in the company.
(21) Use of Common Seal of the company.
(22) Notices, Indemnity.
(23) Winding-up.
(24) Arbitration provisions, if any.

Answer 2

Contents of Articles of Association (AOA):

1. Amount of shares, capital, value, and type of shares.
2. Rights of each class of shareholders regarding voting, dividend, return of capital.
3. Rules regarding the issue of shares and debentures.
4. Procedures as well as regulations in respect of making calls on shares.
5. Manner of transfer of shares.
6. Declaration of dividends.
7. Borrowing powers of the company.
8. Rules regarding the appointment, remuneration, removal of directors.
9. Procedure for conducting proxy, quorum, meetings, etc.,
10. Procedures concerning the keeping of books and audits.
11. Seal of the company.
12. Procedures regarding the winding up of the company.