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WABCO-TVS (INDIA) LIMITED INFORMATION MEMORANDUM ...

WABCO-TVS (INDIA) LIMITED INFORMATION MEMORANDUM ...

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<strong>WABCO</strong>-<strong>TVS</strong> (<strong>INDIA</strong>) <strong>LIMITED</strong> <strong>INFORMATION</strong> <strong>MEMORANDUM</strong><br />

DIVIDENDS<br />

Division of<br />

profits<br />

The Company<br />

in General<br />

Meeting may<br />

declare a<br />

Dividend<br />

Dividends only<br />

to be paid out<br />

of profits<br />

161.<br />

162.<br />

163.<br />

the purpose.<br />

(c) In no case the minutes of proceedings of a Meeting<br />

shall be attached to any such book as aforesaid by<br />

pasting or otherwise.<br />

(d) The minutes of each Meeting shall contain a fair<br />

and correct summary of the proceedings thereat.<br />

(e) All appointments of Officers made at any Meeting<br />

as aforesaid shall be included in the Minutes of the<br />

Meeting.<br />

(f) Nothing herein contained shall require or be<br />

deemed to require the inclusion in any such minutes<br />

of any matter which in the opinion of the Chairman of<br />

the Meeting:-<br />

(1) is or could reasonably be regarded as, defamatory of<br />

any Person, or<br />

(2) is irrelevant or immaterial to the proceedings, or<br />

(3) is detrimental to the interest of the Company<br />

The Chairman of the Meeting shall exercise an absolute<br />

discretion in regard to the inclusion or non-inclusion of any<br />

matter in the minutes on the aforesaid grounds.<br />

(g) Any such minutes shall be evidence of the proceedings<br />

recorded therein.<br />

(h) The book containing the minutes of proceedings of<br />

General Meetings shall be kept at the Office of the<br />

Company and shall be open during business hours, for<br />

such period not being less in the aggregate than two<br />

hours in such day as the Directors determine to the<br />

inspection by any Member without charge.<br />

The profits of the Company, subject to any special rights<br />

relating thereto created or authorised to be created by these<br />

Articles, and subject to the provisions of these Articles, shall be<br />

divisible among the Members in proportion to the amount of<br />

Capital Paid-up or credited as Paid-up on the Shares held by<br />

them respectively.<br />

The Company in General Meeting may declare dividends out of<br />

profits of any Financial Year or previous Financial Years to be<br />

paid to Members according to their respective rights, but no<br />

Dividends shall exceed the amount recommended by the<br />

board, but the Company in General Meeting may declare a<br />

smaller Dividend.<br />

(a). No dividend shall be declared or paid otherwise than out<br />

of profits of the Financial Year arrived at after providing<br />

for depreciation in accordance with the applicable<br />

provisions of the Act or out of profits of the Company<br />

for any previous Financial Year or years arrived at after<br />

Page 90 of 95

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