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by the authority of a resolution of the board or of a committee of the board authorised in
that behalf by the board.
36.2
The board may, by resolution, authorise a person or persons to witness the affixing of the
Company's common seal to any Written Instrument to which the Company is a party. In
the absence of an express authorisation, either generally or with respect to a specific
Written Instrument, any two Directors or a Director and the Secretary, are authorised to
witness the affixing of the Company's common seal to any Written Instrument to which the
affixing of the common seal has been approved by the board.
36.3
Written Instruments to which the Company's common seal is not to be affixed may be
signed on behalf of the Company by such person or persons as the board may from time to
time by resolution authorise. In the absence of an express authorisation, either generally
or with respect to a specific Written Instrument, any one Director is authorised to sign any
Written Instrument on behalf of the Company.
36.4
Any Director or the Secretary or any person appointed by the board for the purpose shall
have power to authenticate any documents affecting the constitution of the Company
(including the Memorandum of Association and these Articles) and any resolutions passed
by the Company or the board and any books, records, documents and accounts relating to
the business of the Company, and to certify copies thereof or extracts therefrom as true
copies or extracts; and where books, records, documents or accounts are elsewhere than
at the Office, the local manager or other officer of the company having the custody thereof
shall be deemed to be a person appointed by the board as aforesaid.
37.
Dividends
37.1
Subject to the provisions of the Law and these Articles, the Company may by resolution
declare dividends in accordance with the respective rights of the Members, but no dividend
shall exceed the amount recommended by the board.
37.2
Subject to any particular rights or limitations as to dividend for the time being attached to
any shares, as may be specified in these Articles or upon which such shares may be
issued, all dividends shall be declared, apportioned and paid pro-rata according to the
amounts paid up on the shares (otherwise than in advance of calls) during any portion or
portions of the period in respect of which the dividend is paid.
37.3
Subject to the provisions of the Law, the board may, if it thinks fit, from time to time pay
to the Members such interim dividends as appears to the board to be justified.
37.4
If at any time the share capital of the Company is divided into different classes, the board
may pay interim dividends in respect of those shares in the capital of the Company which
confer on the holders thereof deferred or non-preferred rights, as well as in respect of
those shares which confer on the holders thereof preferential rights with regard to
dividend. The board may also pay half-yearly, or at other suitable intervals to be settled by
them, any dividend which may be payable at a fixed rate if they are of the opinion that the
financial resources of the Company justify the payment. Provided the Directors act bona
fide they shall not incur any personal liability to the holders of shares conferring a
preference for any damage that they may suffer by reason of the payment of an interim
dividend on any shares having deferred or non-preferred rights.
37.5
The board may deduct from any dividend or other monies payable to any Member on or in
respect of a share all sums of money (if any) presently payable by him to the Company on
account of calls or otherwise in relation to the shares of the Company.
37.6
All unclaimed dividends may be invested or otherwise made use of by the board for the
benefit of the Company until claimed. No dividend shall bear interest as against the
Company.
37.7
Any dividend which has remained unclaimed for a period of ten years from the date of
declaration thereof shall, if the board so resolves, be forfeited and cease to remain owing
by the Company and shall thenceforth belong to the Company absolutely.
