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Castec Final
Castec Final
MEMORANDUM
AND
ARTICLES OF ASSOCIATION
OF
Drawn by:
Muliko & Co. Advocates,
Plot 14 Luwum Street,
Namaganda Plaza,
4th Floor Suite R1 & R2
P.O Box 105697
Kampala.
THE COMPANIES ACT (CAP 110)
MEMORANDUM OF ASSOCIATION
OF
CASTEC GROUP LIMITED
b) To carry out the business of repairing car chips, scuffs, car interior
refinishing.
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j) To carry on the business of making, producing, merchants and
dealers in recording studios, cinematograph films, records tapes and
all other apparatus for recording events by means of sight and sound
and all rights to produce, distribute or exhibit any show,
entertainment or event by means of films, records or such other
apparatus as aforesaid.
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working, control, and management thereof and to carry on the
business in connection with the above mentioned businesses that are
customarily or usually carried on in connection therewith or naturally
incidental thereto.
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repayment of the capital of stock and shares of all kinds and
descriptions.
bb)To obtain all necessary permits or licenses required for the purpose
of enabling the company to carry on its business upon such terms
and conditions as may be acceptable to it.
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debentures or other securities of the Company or in or about the
formation of the Company or the conduct of its business.
ii) To act as agents or brokers and as trustees for any person, firm or
company and to undertake and perform subcontracts and also to act
in any of the businesses of the company through or by means of
agents, brokers, receivers, stewards and others.
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kk)To pay all or any expenses incurred in connection with the
formation, promotion and incorporation of the Company or to
contract with any person, firm or company to pay the same and to
pay commission to brokers and others for underwriting, placing,
selling or guaranteeing the subscription of any shares, debentures,
debenture stock or securities of this Company.
qq)To give bond or bonds and become bails for or in respect of any
person, firm, corporation for whatever purpose as the Company may
deem fit.
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rr) To develop the resources of the same property by building, re-
claiming, clearing, draining and otherwise improving, farming and
planting, on any terms of system that may be considered advisable.
We, the several persons whose name, addresses and descriptions are
hereunto subscribed are desirous of being formed into a company
known as CASTEC GROUP LIMITED in pursuance of this
Memorandum of Association and we respectively agree to take the
number of shares in the capital of the company set opposite out
respective names;
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WASIGE FALUKU 95
MULIKO IKANZA 05
PAUL JULIUS
Signature: ……………………………………………….
Occupation: ……………………………………………..
ARTICLES OF ASSOCIATION OF
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a) The right to transfer shares is restricted in the manner hereinafter
prescribed.
c) The Company shall not have power to issue a share warrant to bearer
PRELIMINARY:
WORDS MEANING
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Paid paid or credited as paid;
PLACE OF BUSINESS
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5. The directors may decline to register the transfer of a share (not
being a fully paid share) to a person of whom they shall not approve
and may also decline to register the transfer of a share on which the
Company has a lien. The directors will also be empowered to cancel
any share or shares of any person and refund that person the value
of the shares. The Directors will not be required to give any reason
for their action.
7. If the Directors refuse to register the transfer they shall within two
months after the date on which the transfer was lodged with the
Company send to the transferee the refusal.
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CONVERSION OF SHARES INTO STOCK
12. The holders of stock may transfer the same or any part thereof, in the
same manner, and subject to the same regulations, as and subject to
which the shares from which the stock arose, might previously to
conversion have been transferred, or as near thereto as circumstances
admit; and the Directors may from time to time fix the minimum
amount of stock transferable but so that such minimum shall not
exceed the nominal amount of the shares from which the stock arose.
13. The holders of stock shall, according to the amount of stock held by
them, have the same rights, privileges and advantages as regards
dividends, voting at meetings of the Company and other matters as if
they held the shares from which the stock arose, but no such
privilege or advantage (except participation in the dividends and
profits of the Company and the assets on winding up) shall be
conferred by an amount of stock which would not, if existing in
shares, have conferred that privilege or advantage.
INCREASE OF CAPITAL
15. The Company may from time to time by ordinary resolution increase
the share capital by such sum, to be divided into shares of such
amount, as the resolution shall prescribe.
16. The Company may by ordinary resolution before the issue of any
new shares determining that the same or any of them shall be offered
in the first instance and either at par or at premium to all the existing
holders of any class of shares in proportion as nearly as may be to the
amount of provisions as to the issue of the new shares; but in default
of any such determination or so far as the same shall not extend the
new shares may be dealt with as if they formed part of the shares in
the original capital.
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17. Except so far as otherwise provided by the conditions of issue or by
these articles, any capital raised by the creation of new shares shall
be considered part of the original capital, and shall be subject to the
provisions herein contained, with reference to the payment of calls
and instalments, transfer and transmission, forfeiture, lieu, surrender
and otherwise, unless otherwise provided in accordance with those
articles, the new shares shall be ordinary shares.
ALTERATION OF CAPITAL
a) Consolidate and divide all or any of its shares capital into shares of
larger amount than its existing shares;
c) Of the Act; and so that the resolution whereby any shares are sub-
divided, may determine that as between the resulting shares one or
other of such shares may be given any preference of advantage as
regards dividend capital, voting or otherwise over the others or any
other of such shares;
d) Cancel any shares, which, at the date of the passing of the resolution,
have not been taken or agreed to be taken by any person, and diminish
the amount of the share capital by the amount of the shares so
cancelled.
19. The Company may by special resolution reduce its share capital, any
capital redemption reserve fund or any share premium account in any
manner and with, and subject to, any incident authorised, and consent
required, by law.
GENERAL MEETINGS
20. The Company shall in each year hold a general meeting as its annual
general meeting in addition to any other meeting in that year, and shall
specify the meeting as such in the notices calling it; and not more than
fifteen months shall elapse between the date of one annual general
meeting of the Company and the next. Provided that so long as the
Company holds its first annual general meeting within eighteen months
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of its incorporation, it need not hold another in the year of its
incorporation or in the following year. The annual General Meeting
shall be held at such time and place as the Directors shall appoint
21. All general meetings other than annual general meetings shall be called
extra ordinary general meetings.
22. The Directors may, whenever they think fit, convene an extraordinary
general meeting, and extraordinary general meetings shall also be
convened on such requisition, or, in default may be convened by such
requisitions, as provided by section 132 of the Act. If at any time there
are not within Uganda sufficient Directors capable of acting to form a
quorum any Director or any two members of the Company may
convene an extra ordinary general meeting in the same manner or as
nearly possible as that in which meetings may be convened by the
Directors.
(a) In the case of a meeting called as the annual general meeting by all the
members entitled to attend and vote thereat; and
(b) In the case of any other meeting by a majority in number of the members
having a right to attend and vote the meeting being a majority together
holding not less than 95 percent in nominal value of the shares giving
that right.
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Directors, and Auditors, the election of Directors in place of those
retiring and the appointment and the fixing of the remuneration of, the
Auditors.
27. If within half an hour from the time appointed for the meeting a quorum
is not present, the meeting, if convened upon the requisition of members
shall be dissolved; in any case it shall stand adjourned to the same day
in the next week at the same time and place or to such other day and at
the same time and place as the Directors may determine, and if at the
adjourned meeting a quorum is not present within half an hour from the
time appointed for the meeting, the members present shall be a quorum.
30. The Chairman may, with the consent of any meeting at which a quorum
is present (and shall if so directed by the meeting), adjourn the meeting
from time to time and from place to place, but no business shall be
transacted at any adjourned meeting other than business left, unfinished
at the meeting from which the adjournment took place.
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31. At a general meeting a resolution put to the vote of the meeting shall be
decided on by show of hands unless a poll is (before or on the
declaration of the show of hands) demanded.
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35. A printed copy of every special resolution and other resolution or
agreements mentioned in section 143 of the Act shall be sent to the
Registrar of Companies as provided by that section.
VOTES OF MEMBERS
36. Subject to any rights or restrictions for the time being attached to any
class or classes of shares, on a show of hands every member present in
person shall have one vote and on a poll, every member shall have one
vote for each share of which he is a holder.
37. In the case of joint holders the vote of the senior who tenders a vote,
whether in person or by proxy, shall be accepted to the exclusion of the
votes of the other joint holders, and for this purpose seniority shall be
determined by the order in which the names stand in the register of
members.
DIRECTORS
38. The number of Directors shall not be less than two and not more than
seven and the share qualification of a Director shall be at least one share.
The names of first Directors shall be determined in writing by the
subscribers to the Memorandum of Association or a majority of them
and until such determination the signatories to the Memorandum of
Association shall be the first Directors.
40. Any Director who serves on any committee or devotes special attention
to the business of the Company or who otherwise performs services
which in the opinion of Directors are outside the scope of the ordinary
duties of a Director, may be paid such extra remuneration by salary or
percentage of profits or otherwise as the Directors may determine.
BORROWING POWERS
41. The Directors may exercise all the powers of the Company to borrow
money, and to mortgage or charge its undertaking, property and
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uncalled capital or any part thereof, and to issue debentures, debenture
stock, and other securities whether outright or as security for any debt,
liability or obligation of the Company of any third party;
Provided that the amount for the time being remaining un-discharged of
moneys borrowed or secured by the directors as aforesaid (apart from
temporary loans obtained from the company’s bankers in the ordinary
course of business) shall not any time, without the previous sanction of
the company in general meeting, exceed the nominal amount of the
share capital of the company for the time being issued, but nevertheless
no lender or other person dealing with the company shall be concerned
to see or inquire whether this limit is observed. No debt incurred or
security given in excess of such limit shall be invalid or ineffectual
except in the case of express notice to the lender or the recipient of the
security at the time when the debt was incurred or security given that
the limit hereby imposed had been or was thereby exceeded.
42. The business of the Company shall be managed by the Directors who
may pay all expenses incurred in promoting and registering the
Company, and may exercise all such powers of the Company as are not
by the Act or by these Articles, required to be exercised by the Company
in general meeting, subject, nevertheless, to any of these articles, to the
provisions of the Act, and to such regulations, being not inconsistent
with the aforesaid articles or provisions, as may be prescribed by the
company in general meeting; but no regulations made by the company
in general meeting shall invalidate any prior act of the directors which
would have been valid if that regulation had not been made.
43. The Directors may from time to time and at any time by powers of
attorney appoint any company, firm or persons, or body of persons
whether nominated directly or indirectly by the Directors, to be the
attorney or attorneys of the Company for such discretions (not
exceeding those vested in or exercisable by the Directors under these
Articles) and for such period and subject to such conditions as they
think fit, and any such powers of attorney may contain such provisions
for the protection and convenience of persons dealing with and such
attorney, and may also authorize any such attorney to delegate all
discretions vested in him.
MANAGING DIRECTOR
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44. The Directors may from time to time appoint one or more of their body
to the office of managing director for such period and on such terms as
they think fit, and, subject to terms of any agreement entered into in any
particular case, may revoke such appointment. A director so appointed
shall not, whilst holding that office, be subject to retirement by rotation
or be taken into account in determining the rotation of retirement of
directors, but his appointment shall be automatically determined if he
cease from any cause to be a director.
BOARD OF DIRECTORS
45. The Directors may delegate any of, or all the powers conferred upon
them by these articles to a Board of Governors to be appointed by the
Directors or to any other person, as they shall deem necessary.
SECRETARY
46. The Secretary shall be appointed by the Directors for such term at such
remuneration and upon such conditions as they may think fit; and any
Secretary so appointed may be removed by them.
THE SEAL
47. The Director shall provide for the safe custody of the seal, which shall
only be used by the authority of the Directors or of a committee of the
Directors authorized by the Directors in that behalf, and every
instrument to which the Seal shall be affixed shall be signed by a
Director and shall be countersigned by the Secretary or by a second
Director or by some other person appointed by the Directors for that
purpose.
48. All deeds executed on behalf of the Company may be in such form and
contain in such powers, provisions, conditions, covenants, clauses and
agreements as the Directors shall think fit and in addition to being
sealed with the Seal shall be signed by a Director and countersigned by
the Secretary or by a second Director.
NOTICES
49. A notice may be given by the Company to any member either personally
or by sending it by post to him or to his registered address, or (if he has
no registered address within Uganda) to the address, if any, within
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Uganda supplied by him to the company for the giving of notice to him.
Where a notice is sent by post, service of the notice shall be deemed to
be effected by properly addressing, prepaying, and posting a letter
containing the notice, and to have been effected in the case of a notice of
a meeting at the expiration of seventy – two hours after the letter
containing the same is posted, and in any other case at the time at which
the letter would be delivered in the ordinary course of post.
50. Notice of every general meeting shall be given in a manner herein before
authorised to:
(a) Every member except those members who (having no registered address
within Uganda) have not supplied to the Company an address within
East Africa for the giving of notice to them.
(b) Every person upon the ownership of a share devolves by reason of his
being a legal personal representative or a trustee in bankruptcy of a
member where the member but for his death or bankruptcy would be
entitled to receive notice of the meeting; and
(c) The auditor for the time being of the Company.
INDEMNITY
51. Every Director, Managing Director, agent, auditor, Secretary and other
officer for the time being of the Company shall be indemnified out of the
assets of the Company against any liability incurred by him in
defending any proceedings, whether civil or criminal in which
judgement is given in his favour or in which is acquainted or in
connection with any application under Section 405 in which relief is
granted to him by the Court.
We, the several persons whose names, addresses and descriptions are
hereunto subscribed are desirous of being formed into a Company in
pursuance of this Articles of Association and we respectively agree to
take the number of shares in the capital of the Company set opposite out
respective names.
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NAME, ADDRESS NUMBER OF SIGNATURE OF
AND PARTICULARS SHARES TAKEN BY EACH SUBSCRIBER
OF EACH EACH SUBSCRIBER
SUBSCRIBER
70
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Postal Address…...............................................................................
Occupation: ……………………………………………………….
Signature: ………………………………………………………….
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