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THE COMPANIES ACT, 2013
[Pursuant to rule 19(2) the Companies (Incorporation) Rules, 2014]

ARTICLES OF ASSOCIATION

OF
XYZ FOUNDATION
(A Company limited by shares not for profit under section 8 of the Companies Act, 2013)

Also Read: Format of Memorandum of Association of of section 8 Company limited by Shares

PRELIMINARY
1 Subject  as  hereinafter  provided  the  Regulations  contained  in  Table  ‘F’  in  the  First Schedule to the Companies Act, 2013 shall apply to the Company except in so far as otherwise expressly incorporated herein
INTERPRETATION

2
In  the  interpretation  of  these  Articles,  the  following  expressions  shall  have  the following meanings unless repugnant to the subject or context:
“Act” means the Companies Act, 2013, as applicable and as amended or restated or replaced from time to time.“ Additional Directors” shall have the meaning ascribed to such term in Article 35 below. “Alternate Directors” shall have the meaning ascribed to such term in Article 36 below. “Applicable Law” means any statute, law, ordinance, rule, administrative interpretation, regulation, by-law, press note, order, writ, injunction, directive, notification, judgment or decree issued by the Government of India or any of its ministries, departments, secretariats, agencies, legislative bodies, courts and tribunals, whether at the central, state or municipal/local level.“Articles” or “Articles of Association” means these articles of association.
“Auditors” means and includes those persons appointed as such, for the time being, by the Company to discharge the duties of auditors under the Act.

“Board” means the Board of Directors of the Company. “Common Seal” means the common seal of the Company.

“Company” means XYZ FOUNDATION a company incorporated under the Act.
“Director” means any director of the Company, including an Additional Director or Alternate Director.

“Share Holder” means the duly registered holder of shares for the time being of the Company.

“Memorandum” or “Memorandum of Association” means the memorandum of association of the Company.

Words  importing  the  singular  number  shall  also  include  the  plural  number  and  vice versa.  Words importing  the masculine  gender shall also include feminine gender and words importing persons shall also include corporations.

3 Unless  the  context  otherwise  requires,  words  or  expressions  contained  in  these Articles shall bear the same meanings as in the Act.
PRIVATE COMPANY
4 The Company is a Private  Limited Company within the meaning  of section 2 (68) the Companies Act, 2013, means a company having a minimum paid-up share capital as may be prescribed, and which by this articles,—
(i) Restricts the right to transfer its shares;
(ii) Except  in case of One Person  Company, limits  the number of its members to  two hundred:  Provided  that  where  two  or  more  persons  hold  one  or  more  shares  in  a company  jointly,  they  shall,  for  the  purposes  of  this  clause,  be  treated  as  a  single member:
Provided further that—
(A) Persons who are in the employment of the company; and
(B) Persons  who,  having  been  formerly  in  the  employment  of  the  company,  were members of the company while in that employment and have continued to be members after the employment ceased, shall not be included in the number of members; and
(iii) prohibits any invitation to the public to subscribe for any securities of the company;]
SHARE CAPITAL AND VARIATION OF RIGHTS
5 The Authorized Share Capital of the Company shall be such amounts and be divided into  such  shares  as  may,  from  time  to  time,  be  provided  in  Clause  VIII  of  the Memorandum of Association with power to increase or reduce the capital in accordance with the Company’s regulations and legislative provisions for the time being in force in that  behalf  with  the  powers  to  divide  the  share  capital,  whether  original  increased  or decreased   into   several   classes   and   attach   thereto   respectively   such   ordinary, preferential or special rights and conditions in such a manner as may for the time being be provided by the Regulations of the Company and allowed by law.
6 The   business  of  the   Company  may  be   commenced  soon  after   obtaining   the certificate of commencement of business and filing registered office declaration by the Company.
7 The shares shall be under the discretionary control of the Directors who may allot or otherwise  dispose  of  the  same,  to  such  person  at  such  time  and  on  such  term  & conditions as they may in their absolute discretion think fit & proper.
8 The  Company  may  issue  shares  in  accordance  with  the  provisions  of  Section  62, Section 42 and any other applicable provisions of the Act and Rules made thereunder. Further Shares may be registered in the name of any minor through a guardian only as fully paid shares.
9 The Directors may allot and issue shares in the Capital of the Company as partly or fully paid up  in  consideration  of  any  property sold  or  goods transferred  or machinery supplied or for services rendered to the Company in the conduct of its business.
10 Subject to the provisions of section 68, 69, and 70 of the Companies Act, 2013 and any statutory amendments or re-enactments thereof and compliance of the provisions thereof  by  the  Company,  the  Company  is  authorized  to  purchase  its  own  shares  or other specified securities and the Company in general meeting may decide to issue fully paid up bonus share to the members if so, recommended by the Board of Directors.
11 The  Share  Certificate to  the  Share  registered  in  the  name  of  two or  more  person shall  be  delivered  to  first  named  person  in  the  register  and  this  shall  be  a  sufficient delivery to all such holders.
12 Each fully paid up share shall carry one vote.
13 Subject to the provisions of Section 55 of the Companies Act, 2013, the Company may issue preference shares, which shall be redeemed within a period not exceeding Twenty Years from the date of their issue.
INCREASE OF CAPITAL
15 The  Company  in  General  Meeting  may,  from  time  to  time,  by  ordinary  resolution increase the share capital of the Company by the creation of new shares by such sum, to be divided into shares of such amount as may be deemed expedient.
16 Subject to any special rights or privileges for the time being attached to any shares in the capital of the Company when issued, the new shares may be issued upon such terms and conditions and with such preferential, qualified or such rights and privileges or  conditions  there  to  as  general  meeting  resolving  upon  the  creation  thereof  shall direct.
17 Before the  issue of  any new shares,  the  Company in General  Meeting may make provisions  as  to  the  allotment  and  issue  of  the  new  shares  and  in  particular  may determine  to  whom  the  shares  be  offered  in  the  first  instance  and  whether  at  par  or premium. In case no such provision is made by the Company in General Meeting, the new shares may be dealt with according to the provisions of these Articles.
18 Whenever the company proposes to increase its subscribed capital by the issue of further  shares,  such  shares  shall  be  offered  either  to  its  existing  shareholders  or employees  under  ESOP  scheme  or  to  any  other  person  subject  to  the  provisions  of Section 62 of the Companies Act, 2013. Such existing Shareholders shall have right to renounce the shares offered to him in favour of any other person;
ALTERATION OF SHARE CAPITAL
19 The Company, by ordinary resolution may, from time to time:
19.1 Consolidate and divide all or any of its share capital into shares of larger amount than its existing shares.
19.2 sub-divide its share or any of them into shares of smaller amount than is fixed by the  Memorandum  of  Association  so,  however,  that  in  the  subdivision  the  proportion between the amount paid and the amount, if any, unpaid on each reduced share shall be the same as it was in the case of the share from which the reduced share is derived.
19.3 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 its share capital by the amount of share so  cancelled.  Where any share capital  is sub-divided, the  Company  in  General  Meeting,  subject  to  the  provisions  of  Section  43,  47  of  the Companies  Act,  2013,  may  determine  that  as  between  the  holders  of  the  shares resulting from sub-division, one or more of such shares shall have same preferential or special rights as regards payment of capital, voting or otherwise.
LIEN
20 Subject to  the  provisions  of Companies Act,  2013 the  Company shall have a  first and paramount lien upon all the shares (not being a fully paid up share) for all monies (presently payable)  registered  in  the  name of  such member  (whether  solely  or  jointly with others)  and upon the proceeds of sale thereof  for his debts,  liabilities and engagements (whether presently payable or not) solely or jointly with any other person, to or with the Company, whether the period for the payment, fulfilment or discharge thereof shall have actually lien  or  not  and  such  lien  shall  extend  to  all dividends,  from  time  to  time,  declared  in respect  of  shares,  subject  to  section  123  of  the  Companies  Act  2013.  The  Board  of Directors may at any time declare any shares to be wholly or in part exempt from the provisions of this clause.
CALLS ON SHARES AND TRANSFER OF SHARES
21 The Directors are empowered to make call on members of any amount payable at a time fixed by them,  However, the Company may accept from any member, the whole or a part of the amount remaining unpaid on any shares held by him, even if no part of that amount has been called up
22  Any member desiring to sell any of his shares must notify the Board of Directors of the number of shares, the fair value and the name of the proposed transferee and the Board must offer to the other shareholders the shares offered at the fair value and if the offer is accepted, the shares shall be transferred  to the acceptor and if the shares or any of them, are not so accepted within one month from the date of notice to the Board the members proposing transfers shall, at any time within Two months afterwards, be at liberty,  subject  to  Articles  23  and  24  hereof,  to  sell  and  transfer  the  shares  to  any persons at the same or at higher price  In case of any dispute, regarding the fair value of  the  share  it  shall  be  decided  and  fixed  by  the  Company’s  Auditor  whose  decision shall be final .
23 No transfer of shares shall be made or registered without the previous sanction of the  Directors,  expect  when  the  transfer  is  made  by  any  member  of  the  Company  to another member or to a member’s wife or child or children or his heirs  The Directors may decline to sanction the transfer subject to Section 58 of the Companies Act, 2013  .
24  The Directors may refuse to register any transfer of shares (1) where the Company has a lien on the shares or (2) where the shares are not fully paid up shares, subject to Section 58 of the Companies Act, 2013
25  Subject  to  Section  58  of  the  Companies  Act,  2013  the  Directors  may  in  their discretion, refuse to register the transfer of any shares to any person, whom it shall, in their opinion, be undesirable in the interest of the Company to admit to membership
26 At the death of any members his or her shares be recognized as the property of his or her heirs upon production of reasonable evidence as may required by the Board of Directors
27  Subject  to  Sec  56  of  the  Companies  Act  2013,  every  instrument  of  transfer,  duly stamped must be accompanied by the certificate  of share proposed  to be transferred and such other evidence as the director may require
28 The Certificate of title of share shall be provided attaching of the seal of the Company
GENERAL MEETINGS
29 All  General  Meetings  other  than  the  Annual  General  Meeting  shall  be  called Extraordinary General Meetings.
30 (a) The Board may whenever it thinks fit, call an Extra-ordinary General Meetings.
(b) If  at  any  time  directors  capable  of  acting  who  are  sufficient  in  number  to  form  a quorum are not within India, any director or any two members of the company may call an extraordinary general meeting in the same manner, as nearly as possible, as that in which such a meeting may be called by the Board.
(c) The Board shall, on a requisition made by, such number of members who hold, on the date of the receipt of the requisition, not less than one-tenth of such of the paid-up share  capital  of  the  company  as  on  that  date  carries  the  right  of  voting  call  an Extraordinary General Meeting.
31 At  least  twenty-one  days,  clear  notice  of  General  Meetings  of  the  Company, specifying the date, day, hour and place of meeting and the objects shall be given  A General Meeting may be called after giving a notice shorter than twenty one days if consent is accorded in case of any general meeting of all the members entitled to vote thereat and in case of any other meeting by members holding not less than 95 (Ninety Five) percent of the paid up share capital and is given a right to vote in a meeting  In every such  notice  calling  meeting of the  Company there  will  appear  a  statement  that member is entitled to appoint proxy to attend and to vote instead of himself
32 No business shall be transacted at any general meeting, unless quorum of members in  present   At  least  two  members  present  in  person  shall  be  the  quorum  for  general meeting subject to the provisions of Section 103 of the Companies Act, 2013
33 The  Chairman,  if  any,  of  the  Board,  shall  preside  as  Chairman  of  all  Board  and general meetings, of the Company  If at any time the Chairman is not present within 15 minutes after the time appointed for holding the same, the Directors present shall elect one of the Directors present to be Chairman of such meeting  If no director is present or unwilling  to  act  as  Chairman,  the  members  may  appoint  one  of  their  members  as Chairman
34 No  member  shall  be  entitled  to  exercise  any  voting  rights  either  personally  or  by proxy at any meeting of the Company in respect of any shares registered in his name on which any calls or other sums presently payable by him have not been paid or in regard to which the Company has exercised any right of lien
MINUTES
35 Directors shall respectively  cause  minutes  of  all proceedings  of  General  Meetings and of all proceedings at meetings of Board of Directors or of committee of the Board or by  postal  ballot  to  be  duly  entered  in  books  to  be  maintained  for  that  purpose  in accordance with Section 118 of the Companies Act, 2013. The minutes of each meeting shall contain:
35.1 The fair and correct summary of the proceedings there at.
35.2 The name of the Directors present at the meeting in case of meeting of Board or committee of Board of Directors.
35.3 The name of the Directors, if any, dissenting from or not consenting to the resolution, in the case of each resolution passed at the meeting of Board or committee of Board of Directors.
35.4 All appointments made at any meeting. Any such minutes, purposing to be signed in accordance with the provisions of  Section 118 of the Act, shall be evidence of the proceedings.
DIRECTORS
36 The number of Directors shall not be less than two and not more than fifteen.
37 The following shall be the First Directors of the Company.
1) A
2) S
3) M
4) K
5) N
38 The Directors may from time to time, appoint one or more of their body to the office of the Managing Director for one or more of the divisions of the business carried on by the Company and to enter into agreement with him  in  such  terms  and  conditions as they may deem fit.
39 A meeting of the Board shall be called by giving not less than seven days’ notice in writing  to  every director  at his address registered  with the  Company  and  such notice shall be sent by hand delivery or by post or by electronic means
40 Subject to the provisions of the Act the quorum for Board Meeting shall be one third of  its  total  strength  or  two  directors,  whichever  is  higher,  and  the  participation  of  the directors by video conferencing or by other audio-visual  means  shall also be  counted for the  purposes  of quorum
41 No qualification share is required for appointment as a Director
42 Subject  to  the  provisions  of  the  Act  and  the  Rules  framed  there  under,  every Director attending Board Meeting shall be paid out of the funds of the Company such amount  as  sitting  fees  as  may  be  determined  by  the  Board  for  each  Meeting  of  the Board of Directors attended to by him
43 The  business  of  the  Company  shall  be  managed  by the  Board  of  Directors,  who may  exercise  all  such  powers  of  the  Company  as  by  the  Act,  or  by  these  Articles required  to  be  exercised  in  general  meeting  subject  nevertheless  to  any  regulation being   not   inconsistent   with   the   aforesaid   regulations,   or   provisions   as   may   be prescribed by the Company in general meeting
POWERS AND DUTIES OF DIRECTORS
44 In  furtherance  of  and  without  prejudice  to  the  general  powers  conferred  by  or implied in the immediately preceding Article and any other powers conferred by these Articles,  it  is  hereby  expressly  declared  that  subject  to  Section  179  of  the  Act,  the Directors may delegate  all or  any  of  their  powers  to  any  Committee  of  Directors,  the Managing   Director,  Manager  or  Company   Secretary  or  any  other  officer   of  the Company upon such terms and conditions as the Directors shall deem fit
45 Subject to the provisions of the Act, the Directors may exercise all the powers of the Company to borrow or raise money whether bearing interest or otherwise at rates to be fixed by them to secure the repayment thereof by the issue of the debenture or other security  charges  upon all  or  any part  of  the undertaking and  assets  of  the  Company including any capital for the time being uncalled for
46  (i) Subject to the provisions of Section 149, the Board shall have power at any time, and  from  time  to  time,  to  appoint  a  person  as  an  additional  director,  provided  the number of the directors and additional  directors together shall not  at any time exceed the maximum strength fixed for the Board by the Articles, if any.
(ii) Such person shall hold office only up to the date of the next Annual General Meeting of the Company but shall be eligible for appointment by the Company as a director at that meeting subject to the provisions of the Act
47 Subject to the provisions of Section 161, the Board may appoint a person not being a person holding any alternate directorship for any other director in the Company, to act as an alternate director for a director during his absence for a period of not less than three months from India. Provided that an alternate director shall not hold office for a period  longer  than  that  permissible  to  the  director  in  whose  place  he  has  been appointed and  shall vacate the office if and when the director in whose place he has been appointed returns to India.
48 The Directors may from time to time, appoint one or more of their body to the office of the Whole Time Director or Executive Director for one or more of the divisions of the business  carried  on  by  the  Company  and  to  enter  into  agreement  with  him  in  such terms and conditions as they may deem fit.
49 Subject to the  provisions of Section 161, the Board may appoint any person as a director nominated by any institution or Government in pursuance of the provisions of any law for the time being in force.
50 All   cheques,   promissory   notes,   drafts,   hundis,   bills   of   exchange   and   other negotiable instruments of the Company, shall be signed, drawn, accepted, endorsed, or otherwise executed, as the case may be, by such person and in such manner as the Board shall from time to time by resolution determines.
51 Directors   shall   be   competent   to   carry   out   all   such   objects   set   forth   in   the Memorandum of Association as may lawfully be carried out by them and in particular to do the following acts and things:
a) To pay all expenses incurred for the formation and registration of the Company and for procuring its capital to be subscribed.
b)  To  have  the  superintendence,  control  and  direction  over  the  Managing  Director, Manager and all other officers of the Company.
c)  To appoint Agents or Attorneys for the Company in India or abroad with such powers (including  powers  to  sub-delegate  upon  such  terms  and  conditions  as  the  Directors shall think fit) and to revoke such appointments.
d) To  acquire  by  lease,  mortgage,  purchase  or  exchange  or  otherwise  any  property, rights or privileges  which  the Company is authorised  to acquire  at such price  and on such  terms  and  conditions  as  the  Board  may  think  fit  and  to  sell,  let,  exchange  or otherwise dispose of absolutely or conditionally any property rights or privileges or the undertaking of the Company for such price and upon terms and conditions as the Board shall think fit, subject however to the restrictions imposed by the Act.
e) To open on behalf of the Company any account or accounts with such Bank or Banks as  the  Board  may  select  or  appoint,  to  operate  such  accounts,  to  make,  sign,  draw, accept,  endorse  or  otherwise  execute  all cheques, promissory notes,  drafts, hundies, orders, bills of exchange, bills of lading and other negotiable instruments, to make and give receipts, released and other discharges for moneys payables to the Company and for claims and demands of the Company, to make contracts and to execute deeds;
f) To invest and deal with any of the moneys of the Company in such manner as they may think fit and to realize or vary such investments subject to the provisions of the Act.
g) To pay  and reimburse the Managing  Director and  other Directors or officers of  the Company in respect of any expenses incurred by them on behalf of the Company
h) To make calls on shareholders in respect of moneys unpaid on shares held by them
i) To increase or reduce the Company’s capital
j) Consolidate and divide all or any of its share capital into shares of a larger amount than its existing shares
k) Convert all or any of its fully paid-up shares into stock, and reconvert that stock into fully paid-up shares of any denomination
l) Cancel shares which, at the date of the passing of the resolution in that behalf, have not been taken or agreed to be taken  by any person,  and diminish the amount of its share capital by the amount of the shares so cancelled
m) To issue and allot new shares
n) To make any Rights Issue of shares
o) To adopt any resolution to alter the Memorandum and Articles of Association
p) To invest or to join any company to invest in any other company
q) To undertake or permit any merger, consolidation or reorganization of the Company
r) Subject to the provisions of Section 186 of the Companies Act 2013, to give to make any loan to any person or other body corporate or give guarantee or provide security in connection with a loan made by any other person to or to any other person by anybody corporate
s) The business of the Company shall be managed by the Board of Directors who may pay   all   such   expenses   preliminary   and   incidental   to   the   promotion,   formation, establishment  and  registration  of  the  Company  as  they  think  fit  and  may  exercise  all such power of the Company and do on behalf of the Company all such acts as may be exercised or done by the Company in general meeting and are not barred by statute or by these Articles and are required to be exercised or done by the Company in General Meeting, subject nevertheless to any regulations of the Articles, to the provisions of the statute  and  to  such  regulations  not  being  inconsistent  with  aforesaid  regulations  or provisions as may be prescribed by the Company in general meeting but no regulation made  by the  Company  general meeting  shall invalidate  any prior  act of the  Directors which would have been valid if such regulations had not been made
52 All  acts  done  in  any  meeting  of  the  Board  or  of  a  Committee  thereof  or  by  any person acting as a director, shall, notwithstanding that it may be afterwards discovered that there was some defect in the appointment of any one or more of such directors or of any person acting as aforesaid, or that they or any of them were disqualified, be as valid  as  if  every  such  director  or  such  person  had  been  duly  appointed  and  was qualified to be a director
53 Save as otherwise expressly provided in the Act, a resolution in writing, signed by all the  members  of  the  Board  or  of  a  Committee  thereof,  for  the  time  being  entitled  to receive notice of a meeting of the Board or Committee, shall be valid and effective as if it had been passed at a meeting of the Board or Committee, duly convened and held
54 Chairman  and  Managing  Director  of  the  Company  shall  be  jointly  and  severally authorised to operate the Bank Accounts in the name of the Company
ACCOUNTS
55 1) The Board shall cause proper books of accounts to be maintained in accordance with the provisions of the Act.
2) Subject  to  the  provisions  of  the  Act,  the  Board  shall  also,  from  time  to  time, determine whether and to  what  extent  and at what times and places and  under what conditions or regulations the accounts books of the Company (or any of them) shall be open for inspection by the Members.
3) No Member (not being a Director) or other person shall have any right to inspect any accounts book or document of the Company except as conferred by Applicable Law or authorized by the Board or by the Company in a General Meeting.
AUDIT
56 The Balance Sheet and Profit and Loss Account shall be audited by the Auditors in accordance with the provisions of the Act
AUDITORS
57 The first Auditors of the Company shall be appointed by the Board within one month from the date of incorporation of the Company and such Auditors shall hold office until the conclusion of the first annual General Meeting.
58 The Board may fill any casual vacancy in the office of the Auditors,  but while any such  vacancy  continues,  the  remaining  Auditors  (if  any)  may  act.  Where  such  a vacancy is caused by the resignation of the Auditors, the vacancy shall only be filled by the Company in a General Meeting.
59 The  remuneration  of  the  Auditors  shall  be  fixed  by  the  Company  in  a  General Meeting except that the remuneration of the first Auditors appointed by the Board may be fixed by the Board.
SECRECY
60 Every  Director,  manager,  Auditor,  trustee,  shareholder,  member  of  a  committee, officer,  servant,  agent,  accountant  or  other  person employed  in  the  business  of  the Company  shall,  if  so  required  by  the  Board,  before  entering  upon  its  duties,  sign  a declaration pledging to observe strict secrecy in relation to all confidential information of the Company and its customers and shall by such declaration pledge not to reveal any of the matters which may come to its knowledge in the discharge of its duties, except as required by the Board, or by any General Meeting, or by a court of law, or so far as may be  necessary  in  order  to  comply  with  any  of  the  provisions  of  these  Articles  or  the provisions of the Act.
OPERATION OF BANK ACCOUNTS
61 The  Board  shall  have  the  power  to  authorize  any  Director  or  Directors  or  any officer or officers to open bank accounts; to sign cheques on behalf of the Company; to  operate  all  bank  accounts  of  the  Company;  and  to  receive  payments,  make endorsements, draw and accept negotiable instruments, hundies and bills.
COMMON SEAL
62 The Common Seal shall have inscribed thereon the name of the Company.
63 1) The Board shall provide for the safe custody of the Common Seal of the Company.
2) The Common Seal shall not be affixed to any instrument except by the authority of a resolution of the Board or a committee of the Board authorized by it in that behalf.
3) Share Certificates  shall be  signed  and  sealed  in  accordance  with  the  Rules made thereunder. In all other cases, the Common Seal shall be affixed in the presence of one Director, the Secretary or any other person authorized  by the Board, who shall attest the same on behalf of the Company.
4) The  Board  may  authorize  the  use  of  the  Common  Seal  of  the  Company  in  any territory, district or place not situated in India.
WINDING UP
64 Subject to the provisions of Chapter XX of the Act and rules made thereunder—
(i)  If the company shall be wound up, the liquidator may, with the sanction of a special resolution of the company and any other sanction required by the Act, divide amongst the members, in specie or kind, the whole or any part of the assets  of the company, whether they shall consist of property of the same kind or not.
(ii) For the purpose aforesaid, the liquidator may set such value as he deems fair upon any property to be divided as aforesaid and may determine how such division shall be carried out as between the members or different classes of members.
(iii)  The liquidator may, with the like sanction, vest the whole or any part of such assets in  trustees  upon  such  trusts  for  the  benefit  of  the  contributories  if  he  considers necessary,  but  so that  no  member  shall  be compelled  to accept any  shares or  other securities whereon there is any liability.
INDEMNITY
65 Subject to the provisions of the Act, every Director, Secretary and other officer or employee of the Company shall be indemnified by the Company against, and it shall be the duty of the Directors to pay out of the funds of the Company, all costs, losses and expenses (including travelling expenses) which any such person may incur or become liable to pay by reason of any contract entered into or act or deed done by such person as  such  Director,  Secretary,  other  officer  or  employee  in  the  lawful  and  proper discharge of such person’s duties. Subject to the provisions of the Act, every Director, Secretary or other officer or employee of the Company shall be indemnified against any liability incurred by such person in defending any bona fide proceedings, whether civil or criminal in which judgment is given  in  his favour, or in which  he is acquitted, or in connection with any application under the Act in which relief is given to such person by a court.
We, the several  persons whose  names,  addresses, descriptions and  occupations are herewith subscribed are desirous of being formed into a private limited company not for
profit, in pursuance of this Article of Association:

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