Section 8 Company Registration MOA AOA Format

Form No. INC-13

 [Pursuant to rule 19{2) the Companies (Incorporation) Rules, 2014]

(THE COMPANIES ACT, 2013)

MEMORANDUM OF ASSOCIATION

OF

SHASTRI SOCIAL FOUNDATION

(A company limited by share not for profit u/s 8 of the companies Act, 2013)

1. The name of the company is “SHASTRI SOCIAL FOUNDATION”

2. The registered office of the company will be situated in the State of MAHARASHTRA

3. The objects for which the Company is established are:

1. The main objects of the Company to be pursued by the Company on its incorporation:

1. To establish, promote, subsidize, encourage, provide, maintain, organise, undertake, manage, build, construct, equip, develop, recondition, operate, conduct and to run in India or abroad schools, colleges, boarding houses, ashrams, gurukuls, teaching classes for primary, secondary & higher education in the fields of commerce, arts, science, engineering, medical, pharmacy, mining, military, music, dance, acting, sports, journalism, management, social welfare and industry which can be imparted to the students regularly orally or through post and to conduct examinations and to award degrees.

2. To help alleviate poverty by enabling access to the basic necessities of life including clean, safe and nutritious food; clean and safe drinking water; shelter; education; and livelihoods for people deprived from such access.

3. To provide opportunities to develop skills and talents of children and women with the aim of generating a sustainable income and be independent to march with the time and age.

4. To establish, build or manage Hostels, Short Stay Homes, Rehabilitation Centers, Shelters, Crèches, Child Care Centre or Children’s Home, Counseling Centers and Help Line Centers for Women, Children, Old aged persons, Drug addicts and needy persons.

5. To provide opportunities to develop skills and talents of children and women with the aim of generating a sustainable income and be independent to march with the time and age.

6. To raise awareness on environmental issues and push for changes in policy and development strategies for environmental monitoring; promoting environmental education, conducting seminars and workshops, training and capacity-building; implementing demonstration projects; conducting advocacy work in partnership with the government; and the promotion of regional and international cooperation on the environment

7. To promote social welfare activities intended for the general welfare of the public such as welfare of the destitute, family, women, children and the handicapped and assistance in cases of un-employment, under employment, old age, sickness, disablement and other cases of deserving needs.

8. To open special school for the blind, handicapped, mentally disabled.

2. Matters which are necessary for the furtherance of the objects specified in clause 3(A) are:

1. To carry out all types of development programmes and undertake all types of initiatives and interventions in the areas of hunger and food security, gender equality, education, agriculture and natural resources, poverty alleviation, health and nutrition, slum development, environment, renewable energy, water resources, income and livelihood creation and support, and any area in which development activity and intervention is required.

2. To collaborate with other institutions such as – academic, research, government, nongovernmental institutions (NGOs); community-based organizations (CBOs), civil society organizations (CSOs) and consultancy agencies both national and international in implementation of projects & programmes, undertaking studies & action research, and sharing of information

3. To engage / invite and assist the services of experts for the promotion of main objects of the company on payment of fees or remuneration of honorarium or otherwise.

4. To undertake, conduct, organise, support, encourage and participate in seminars, workshops, conferences, congresses, conventions, councils, training, lecture series, and/or group discussions to generate public awareness as well as to increase awareness among policy makers.

5. To encourage and conduct research pertaining to the issues highlighted in the main objects of the company; and for that purpose, to establish, construct, promote, form and maintain necessary institutions; and to provide therein all technical assistance and other necessary facilities therein. Make payment to any association, organisation or academic institution to be used for research in any field.

6. To serve as a Resource Centre for collecting, storing, collating and disseminating suitable communication materials and information from different sources to complement the main objectives of the Company.

7. To act as a Consultant, Counsellor, Facilitator and/or Provider of information, in respect of any institution or organisation or individual on hunger and food security, gender equality, education, agriculture and natural resources, poverty alleviation, health and nutrition, slum development, environment, renewable energy, water resources, income and livelihood creation and support, and any area in which development activity and intervention is required.

8. To provide vocational / educational guidance and counselling and/or establishing, supporting, conducting, vocational guidance bureau either virtual or real.

9. To make donations, grant endowments and/or otherwise assist in any form whatsoever to any person(s), organisations, public charitable institutions, companies, societies, trusts, foundations, academic and/or cultural institutions who have object(s) similar to any one or more of the objects of the Company for the purpose of promoting, assisting and / or encouraging the carrying and / or achievement of such objects or object for the benefit of the people in general.

10. To acquire land with or without buildings and to construct thereon the building or buildings to achieve the objects and purpose of the company and / or to acquire suitable premises on ownership basis or on such other terms and conditions may be decided by the management.

11. To purchase, rent, take on lease or in exchange or on leave and license, or otherwise acquire or obtain possession of any moveable or immoveable property, rights or privileges which may be deemed necessary or convenient for any of the objects of the company from any person, Company, Society, Foundation, Trust, Organisation and/or Institution.

12. To raise necessary funds and accept donations, contributions (in cash or kind) subscriptions, grants of money, securities, and property of any kind and/or to undertake and accept the management of transfership of any endowment, trust fund or donation not inconsistent with the objects of the Company.

13. To accept donations, assistance and/or funds on behalf of the Implementing Agencies from the Government, foreign donors, and/or any other donor agency subject to such laws as may be applicable in the manner stated above and to obtain necessary accounts and information regarding the physical and financial progress from the Implementing Agency / Agencies.

14. To establish a Fund / Funds for carrying out any one or more the objectives of the Company as may be thought fit.

15. To create any Depreciation Fund, Reserve Fund, Insurance Fund or any other Special Fund, whether for depreciation or for repairing, improving, extending or maintaining any of the immovable or moveable property of the Company, or for any other purpose conducive to and in the interests of the Company.

16. To promote and/or become a member of any Company or Companies, (whether limited by shares or guarantee or both) body or association (whether corporate or not) for the purpose of acquiring all or any of the property rights and liabilities of the Company, and / or for the furtherance of all the objects or any of them in this company.

17. To nominate representatives on Association or institution having similar or allied objects on the committee of the Board or Committee of Governing Body or Board of Trustees of such other Association and / or institutions whenever interested in furthering the main objects of the company.

18. To enter into partnerships or any arrangement, whether in India or elsewhere, for union of interest, co-operation, reciprocal concession or otherwise with any person or Company carrying on or engaged in or about to carry on or engage in any activities or transaction which the Company is authorized to carry on or engage in or any activities or transaction capable of being conducted

19. To enter into any agreement with any Government or authorities (municipal, local or otherwise) or any corporations, companies, or persons, or any cooperative society or organisation or institutions in any part of the world which may seem conducive to the Company’s objects or any of them and to obtain from any such Government authority, corporation, company or person any contracts, rights, moneys, privileges, licenses and concessions which may be thought by and/or on behalf of the Company desirable to obtain and to carry out, exercise and comply therewith.

20. To appeal, solicit, receive or accept grants from any government or nongovernmental institutions, agencies, authorities, public bodies, corporations, trusts, foundations, companies or person(s) and/or money, movable or immovable properties, donations, gifts, subscriptions, devices, bequests, and/or other assistance with a view to promoting the objects of the company and in receiving any gift of property to take the same either unconditionally or subject to any special conditions which may be prescribed by the donor in writing.

21. To open and maintain branches and to undertake such other activities for furtherance of all or any one or more of the objects of the Company in accordance with the provisions made in the Rules and Regulations of the Company. To establish branches and offices in different parts of India.

22. To establish and support or aid in the establishment and support of any charitable Association or Institution in all possible manner including giving donations in cash or kind for charitable purpose in any way connected with the purpose of the company or calculated to further its objects.

23. To acquire, buy, sell, market, distribute, exchange and/or otherwise dispose of, store, hold, package, transport, use, experiment, or handle any material or equipment in order to achieve the objects of the Company.

24. To improve, manage, work, develop, alter, exchange, lease, mortgage, charge, hypothecate, turn to account, abandon, dispose off or otherwise deal with all or any part of the property, rights, privileges and concessions of the Company, and to manufacture any articles or render any services with utilization of machineries, equipment and assets belonging to the Company.

25. To operate or raise or secure the payment of any money which may be required for the purpose of the company in such manner as the company may think fit and in particulars, by issue of promissory notes, charged upon all or any of the company’s property, both present and future and to purchase redeem any pay off such securities or in such manner as the company may think fit. To pay reasonable fees for raising, operating, or securing the payment of money to individuals, companies, institutions or organisations which assist in obtaining such funds.

26. To invest the funds of the Company not immediately required in trust securities or such other investments as the Company in General Meeting may allow or think fit. Also, to invest and deal with moneys of the Company not immediately required in any manner.

27. To open and to operate current, savings and/ or fixed deposit accounts with any bank or banks.

28. To draw, make accept, endorse, discount, execute and issue cheques, promissory notes, hundies, bills of lading, railway receipts, bills of exchange, warrants and other negotiable and instruments of all description in connection with the Company’s business.

29. To make advances upon or for the purchase of land, buildings, houses, offices, flats, tenements, shops, other buildings and/or construction thereof; or for materials, goods, furniture, equipment, appliances and stores required for the Company’s activities.

30. To borrow or raise money for the purpose of the company on such terms and on such security as the company may think fit.

31. To employ and engage skilled professionals, technical advisors, volunteers and interns in activities consistent with the main objects of the company or in the objects ancillary to the attainment of main objects of the company with or without remuneration, professional fees or honorarium.

32.. To pay all costs, charges, expenses incurred in connection with incorporation of the Company including preliminary expenses of any kind and incidental to the formation of the Company, costs, charges and expenses of negotiating contracts and arrangements made prior to and in anticipation of the formation and incorporation of the Company.

33. To do all such other lawful things as considered necessary for the furtherance of the above objects.

Provided that the company shall not support with its funds, or endeavour to impose on, or procure to be observed by its members or others, any regulation or restriction which, as an object of the company, would make it a trade union

4. The objects of the Company extend to the country of India.

i) The profits, if any or other income and property of the Company when so ever derived shall be applied solely for the promotion of its objects as set forth in this Memorandum.

ii) No portion of the profits, other income or property aforesaid shall be paid or transferred, directly or indirectly, by way of dividend, bonus or otherwise by way of profit to persons who are or at any time have been members of the Company or to any one or more of them or to any persons claiming through any one or more of them.

iii) No remuneration or other benefits in money or money’s worth shall be given by the Company to any of its members, whether officers or servants of the Company or not, except payment of out of pocket expenses incurred for and on behalf of the Company, reasonable and proper interest on money lent, or reasonable and proper rent for premises let to the Company.

iv) Nothing in this clause shall prevent the payment by the company in good faith of prudent remuneration to any of its officers or servants (not being members) or to any other person (not being member), in return for any services actually rendered to the company;

v) Nothing in clauses (iii) and (iv) shall prevent the payment by the company in good faith of prudent remuneration to any of its members in return for any services (not being services of a kind which are required to be rendered by a member), actually rendered to the company;

No alteration or amendment shall be made to this Memorandum of Association or to the Articles of Association which are for the time being in force unless the alteration or amendment has been previously submitted to and approved by the Registrar

7. The liability of the members is limited.

8. The authorized share capital of the Company is 5,00,000 /- (Rupees Five Lakhs Only) divided into 50,000 (Fifty Thousand) equity shares of 10/- (Rupees Ten Only) each.

9. True accounts shall be kept of all sums of money received and expended by the Company and the matters in respect of which such receipts and expenditure take place, and of the property, credits and liabilities of the Company; and, subject to any reasonable restrictions as to the time and the manner of inspecting the same that may be imposed in accordance with the regulations of the Company for the time being in force, the accounts shall be open to the inspection of the members. Once at least in every year, the accounts of the Company shall be examined and the correctness of the balance sheet and the income and expenditure accounts ascertained by one or more properly qualified auditor or auditors.

10. If upon a winding up or dissolution of the company, there remains, after the satisfaction of all the debts and liabilities, any property whatsoever, the same shall not be distributed amongst the members of the company but shall be given or transferred to such other company having objects similar to the objects of this company, subject to such conditions as the Tribunal may impose, or may be sold and proceeds thereof credited to the Rehabilitation and Insolvency Fund formed under section 269 of the Act.

11. The Company can be amalgamated only with another company registered under section 8 of the Act and having similar objects.

THE COMPANIES ACT, 2013

 ARTICLES OF ASSOCIATION OF

SHASTRI SOCIAL FOUNDATION

 (Company Limited by Shares not for profit under section 8 of the Companies Act, 2013)

PRELIMINARY

Subject to anything to the contrary here in after provided, the Regulations contained in Table “F” in Companies Act, 2013, (hereinafter referred to as the Act) shall apply to the Company.

INTERPRETATION

(1) in these regulations-

“The Act” means the Companies Act, 2013, wherever applicable.

(2) Unless the context otherwise requires, words or expressions contained in these regulations shall bear the same meaning as in the Act or any statutory modification thereof in force at the date at which these regulations become binding on the company.

PRIVATE COMPANY

The Company is a Private Company within the meaning of Section 2(68) of the Companies Act, 2013 wherein Private Company means a Company which by its articles

(i) Restricts the right to transfer its shares;

(ii) Except in case of One Person Company, limits the number of its members to 200.

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

4. Subject to the provisions of the Act and these Articles, the shares in the capital of the company shall be under the control of the Directors who may issue, allot or otherwise dispose of the same or any of them to such persons, in such proportion and on such terms and conditions and either at a premium or at par and at such time as they may from time to time think fit.

(i) Every person whose name is entered as a member in the register of members shall be entitled to receive within two months after incorporation, in case of subscribers to the memorandum or after allotment or within one month after the application for the registration of transfer or transmission or within such other period as the conditions of issue shall be provided,-

• one certificate for all his shares without payment of any charges; or
• Several certificates, each for one or more of his shares, upon payment of twenty rupees for each certificate after the first.
• Every certificate shall specify the shares to which it relates and the amount paid-up thereon.
• In respect of any share or shares held jointly by several persons, the company shall not be bound to issue more than one certificate, and delivery of a certificate for a share to one of several joint holders shall be sufficient delivery to all such holders.

5. (i) If any share certificate be worn out, defaced, mutilated or torn or if there be no further space on the back for endorsement of transfer, then upon production and surrender thereof to the company, a new certificate may be issued in lieu thereof, and if any certificates lost or destroyed then upon proof thereof to the satisfaction of the company and on execution of such indemnity as the company deem adequate, a new certificate in lieu thereof shall be given. Every certificate under this Article shall be issued on payment of twenty rupees for each certificate.

(ii)  The provisions of Articles (2) and (3) shall mutatis mutandis apply to debentures of the company.

Except as required by law, no person shall be recognized by the company as holding any share upon any trust, and the company shall not be bound by, or be compelled in any way to recognize (even when having notice thereof) any equitable, contingent, future or partial interest in any share, or any interest in any fractional part of a share, or (except only as by these regulations or by law otherwise provided) any other rights in respect of any share except an absolute right to the entirety thereof in the registered holder.

6. (i)The company may exercise the powers of paying commissions conferred by sub-section (6) of section 40, provided that the rate per cent. or the amount of the commission paid or agreed to be paid shall be disclosed in the manner required by that section and rules made there under.

7. The rate or amount of the commission shall not exceed the rate or amount prescribed in rules made under sub-section (6) of section 40.

8. The commission may be satisfied by the payment of cash or the allotment of fully or partly paid shares or partly in the one way and partly in the other.(i) If at any time the share capital is divided into different classes of shares, the rights attached to any class (unless otherwise provided by the terms of issue of the shares of that class) may, subject to the provisions of section 48, and whether or not the company is being wound up, be varied with the consent in writing of the holders of three-fourths of the issued shares of that class, or with the sanction of a special resolution passed at a separate meeting of the holders of the shares of that class.

(ii) To every such separate meeting, the provisions of these regulations relating to general meetings shall mutatis mutandis apply, but so that the necessary quorum shall be at least two persons holding at least one-third of the issued shares of the class in question.

9. The rights conferred upon the holders of the shares of any class issued with preferred or other rights shall not, unless otherwise expressly provided by the terms of issue of the shares of that class, be deemed to be varied by the creation or issue of further shares ranking pari passu therewith.

LIEN

10. The company shall have a first and paramount lien-

(a) on every share (not being a fully paid share), for all monies (whether presently payable or not) called, or payable at a fixed time, in respect of that share; and

(b) on all shares (not being fully paid shares) standing registered in the name of a single person, for all monies presently payable by him or his estate to the company:

Provided that the Board of directors may at any time declare any share to be wholly or in part exempt from the provisions of this clause.

11. The company may sell, in such manner as the Board thinks fit, any shares on which the company has a lien:

Provided that no sale shall be made-

(a) unless a sum in respect of which the lien exists is presently payable; or

(b) until the expiration of fourteen days after a notice in writing stating and demanding payment of such part of the amount in respect of which the lien exists as is presently payable, has been given to the registered holder for the time being of the share or the person entitled thereto by reason of his death or insolvency.

12. (i) To give effect to any such sale, the Board may authorize some person to transfer the shares sold to the purchaser thereof.

• The purchaser shall be registered as the holder of the shares comprised in any such transfer.
• The purchaser shall not be bound to see to the application of the purchase money, nor shall his title to the shares be affected by any irregularity or invalidity in the proceedings in reference to the sale.

13. (i)The proceeds of the sale shall be received by the company and applied in payment of such part of the amount in respect of which the lien exists as is presently payable.

(ii) The residue, if any, shall, subject to a like lien for sums not presently payable as existed upon the shares before the sale, be paid to the person entitled to the shares at the date of the sale.

CALLS ON SHARES

14. (i) The Board may, from time to time, make calls upon the members in respect of any monies unpaid on their shares (whether on account of the nominal value of the shares or by way of premium) and not by the conditions of allotment thereof made payable at fixed times: Provided that no call shall exceed one-fourth of the nominal value of the share or be payable at less than one month from the date fixed for the payment of the last preceding call.

15. Each member shall, subject to receiving at least fourteen days’ notice specifying the time or times and place of payment, pay to the company, at the time or times and place so specified, the amount called on his shares.

16. A call may be revoked or postponed at the discretion of the Board.A call shall be deemed to have been made at the time when the resolution of the Board authorizing the call was passed and may be required to be paid by installments.

17. The joint holders of a share shall be jointly and severally liable to pay all calls in respect thereof.

(i) If a sum called in respect of a share is not paid before or on the day appointed for payment thereof, the person from whom the sum is due shall pay interest thereon from the day appointed for payment thereof to the time of actual payment at ten per cent per anymore at such lower rate, if any, as the Board may determine.

(ii) The Board shall be at liberty to waive payment of any such interest wholly or impart

18. (i) Any sum which by the terms of issue of a share becomes payable on allotment or at any fixed date, whether on account of the nominal value of the share or by way of premium, shall, for the purposes of these regulations, be deemed to be a call duly made and payable on the date on which by the terms of issue such sum becomes payable.

(ii) ln case of non-payment of such sum, all the relevant provisions of these regulations as to payment of interest and expenses, forfeiture or otherwise shall apply as if such sum had become payable by virtue of a call duly made and notified.

19. The Board-

• May, if it thinks fit, receive from any member willing to advance the same, allot any part of the monies uncalled and unpaid upon any shares held by him; and
• upon all or any of the monies so advanced, may (until the same would, but for such advance, become presently payable) pay interest at such rate not exceeding, unless the company in general meeting shall otherwise direct, twelve per center annum, as may be agreed upon between the Board and the member paying the summing advance.

TRANSFER OF SHARES

20. (i) The instrument of transfer of any share in the company shall be executed by or on behalf of both the transferor and transferee.

(ii)The transferor shall be deemed to remain a holder of the share until the name of the transferee is entered in the register of members in respect thereof.

21. The Board may, subject to the right of appeal conferred by section 58 decline to register-

• The transfer of a share, not being a fully paid share, to a person of whom they do not approve; or
• Any transfer of shares on which the company has a lien.

22. The Board may decline to recognize any instrument of transfer unless-

(a) The instrument of transfer is in the form as prescribed in rules made under Sub-section (1) of section 56;

(b) the instrument of transfer is accompanied by the certificate of the shares to which it relates, and such other evidence as the Board may reasonably require to show the right of the transferor to make the transfer; and

(c) The instrument of transfer is in respect of only one class of shares.

23. On giving not less than seven days’ previous notice in accordance with section 91 and rules made there under, the registration of transfers may be suspended at such times and for such periods as the Board may from time to time determine:

Provided that such registration shall not be suspended for more than thirty days at any one time or for more than forty-five days in the aggregate in any year.

24. Transmission of shares

25. (i) On the death of a member, the survivor or survivors where the member was a joint holder, and his nominee or nominees or legal representatives where he was a sole holder, shall be the only persons recognized by the company as having any title to his interest in the shares.

(ii) Nothing in clause (i) shall release the estate of a deceased joint holder from any liability in respect of any share which had been jointly held by him with other persons.

26. (i) Any person becoming entitled to a share in consequence of the death or insolvency of a member may, upon such evidence being produced as may from time to time properly be required by the Board and subject as hereinafter provided, elect, either-

(a) To be registered himself as holder of the share; or

(b) To make such transfer of the share as the deceased or insolvent member could have made.

(ii) The Board shall, in either case, have the same right to decline or suspend registration it would have had, if the deceased or insolvent member had transferred the share before his death or insolvency.

27. (i) If the person so becoming entitled shall elect to be registered as holder of the share himself, he shall deliver or send to the company a notice in writing signed by him stating that he so elects.

• If the person aforesaid shall elect to transfer the share, he shall testify his election by executing a transfer of the share.
• All the limitations, restrictions and provisions of these regulations relating to the right to transfer and the registration of transfers of shares shall be applicable to any such notice or transfer as aforesaid as if the death or insolvency of the member had not occurred and the notice or transfer were a transfer signed by that member.

28. A person becoming entitled to a share by reason of the death or insolvency of the holder shall be entitled to the same other advantages to which he would be entitled if he were the registered holder of the share, except that he shall not, before being registered as a member in respect of the share, be entitled in respect of it to exercise any right conferred by membership in relation to meetings of the company:

Provided that the Board may, at any time, give notice requiring any such person to elect either to be registered himself or to transfer the share, and if the notice is not complied with within ninety days, the Board may thereafter withhold payment of all other monies payable in respect of the share, until the requirements of the notice have been complied with.

Forfeiture of shares

29. If a member fails to pay any call, or installment of a call, on the day appointed for payment thereof, the Board may, at any time thereafter during such time as any part of the call or installment remains unpaid, serve a notice on him requiring payment of so much of the call or installment as is unpaid, together with any interest which may have accrued.

30. The notice aforesaid shall-

• Name a further day (not being earlier than the expiry of fourteen days from the date of service of the notice) on or before which the payment required by the notice is to be made; and
• State that, in the event of non-payment on or before the day so named, the shares in respect of which the call was made shall be liable to be forfeited.

31. If, the requirements of any such notice as aforesaid are not complied with, any share in respect of which the notice has been given may, at any time thereafter, before the payment required by the notice has been made, be forfeited by a resolution of the Board to that effect.

32. (i) A forfeited share may be sold or otherwise disposed of on such terms and in Such manner as the Board thinks fit.

(ii) At any time before a sale or disposal as aforesaid, the Board may cancel the Forfeiture on such terms as it thinks fit.

33. (i)   A person whose shares have been forfeited shall cease to be a member in respect of the forfeited shares, but shall, notwithstanding the forfeiture, remain liable to pay to the company all monies which, at the date of forfeiture, were presently payable by him to the company in respect of the shares.

(ii) The liability of such person shall cease if and when the company shall have received payment in full of all such monies in respect of the shares.

34. (i) A duly verified declaration in writing that the declaring is a director, the manager or the secretary, of the company, and that a share in the company has been duly forfeited on a date stated in the declaration, shall be conclusive evidence of the facts therein stated as against all persons claiming to be entitled to the share.

• The company may receive the consideration, if any, given for the share on any sale or disposal thereof and may execute a transfer of the share in favour of the person to whom the share is sold or disposed of.
• The transferee shall thereupon be registered as the holder of the share.

(iv) The transferee shall not be bound to see to the application of the purchase money, if any, nor shall his title to the share be affected by any irregularity or invalidity in the proceedings in reference to the forfeiture, sale or disposal of the share.

35. The provisions of these regulations as to forfeiture shall apply in the case of nonpayment of any sum which, by the terms of issue of a share, becomes payable at a fixed time, whether on account of the nominal value of the share or by way of premium, as if the same had been payable by virtue of a call duly made and notified.

ALTERATION OF CAPITAL

36. 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 may be specified in the resolution.

37. Subject to the provisions of section 61, the company may, by ordinary resolution, –

• Consolidate and divide all or any of its share capital into shares of larger amount than its existing shares;
• Convert all or any of its fully paid-up shares into stock, and reconvert that stock into fully paid-up shares of any denomination;

(c) Sub-divide its existing shares or any of them into shares of smaller amount than is fixed by the memorandum;

(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.

38. Where shares are converted into stock, –

(a) the holders of stock may transfer the same or any part thereof in the same manner as, and subject to the same regulations under which, the shares from which the stock arose might before the conversion have been transferred, or as near thereto as circumstances admit:

Provided that the Board may, from time to time, fix the minimum amount of stock transferable, so, however, that such minimum shall not exceed the nominal amount of the shares from which the stock arose.

(b) the holders of stock shall, according to the amount of stock held by them, have the same rights, privileges and advantages as regards 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 profits of the company and in the assets on up) shall be conferred by an amount of stock which would not, if existing in shares, have conferred that privilege or advantage.

(c) Such of the regulations of the company as are applicable to paid-up shares shall apply to stock and the words “share” and “shareholder” in those regulations shall include “stock” and “stock­ holder” respectively.

39. The company may, by special resolution, reduce in any manner and with, and subject to, any incident authorized and consent required by law,-

• Its share capital;
• Any capital redemption reserve account; or

(c) Any share premium account.

GENERAL MEETINGS

40. All general meetings other than annual general meeting shall be called extraordinary general meeting.

41. (i) The Board may, whenever it thinks fit, call an extraordinary general meeting.

(ii) If at any time directors capable of acting who are sufficient in number to form 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.

PROCEEDINGS AT GENERAL MEETINGS

42. (i) No business shall be transacted at any general meeting unless a quorum of Members is present at the time when the meeting proceeds to business.

(ii) Save as otherwise provided herein, the quorum for the general meetings shall be as provided in section 103.

43. The chairperson, if any, of the Board shall preside as Chairperson at every general meeting of the company.

44. If there is no such Chairperson, or if he is not present within fifteen minutes after the time appointed for holding the meeting, or is unwilling to act as chairperson of the meeting, the directors present shall elect one of their members to be Chairperson of the meeting.

45. If at any meeting no director is willing to act as Chairperson or if no director is present within fifteen minutes after the time appointed for holding the meeting, the members present shall choose one of their members to be Chairperson of the meeting.

ADJOURNMENT OF MEETING

46. (i) The Chairperson 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.

• No business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.
• When a meeting is adjourned for thirty days or more, notice of the adjourned meeting shall be given as in the case of an original meeting.
• Save as aforesaid, and as provided in section 103 of the Act, it shall not be necessary to give any notice of an adjournment or of the business to be transacted at an adjourned meeting.

VOTING RIGHTS

47. Subject to any rights or restrictions for the time being attached to any class or classes of shares, –

(a) On a show of hands, every member present in person shall have one vote; and

(b) On a poll, the voting rights of members shall be in proportion to his share in the paid-up equity share capital of the company.

48. A member may exercise his vote at a meeting by electronic means in accordance with section 108 and shall vote only once.

49. (i) 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.

(ii) For this purpose, seniority shall be determined by the order in which the names stand in the register of members.

50. A member of unsound mind, or in respect of whom an order has been made by any court having jurisdiction in lunacy, may vote, whether on a show of hands or on a poll, by his committee or other legal guardian, and any such committee or guardian may, on a poll, vote by proxy.

51. Any business other than that upon which a poll has been demanded may be preceded with, pending the taking of the poll.

52. No member shall be entitled to vote at any general meeting unless all calls or other sums presently payable by him in respect of shares in the company have been paid.

53. (i) No objection shall be raised to the qualification of any voter except at the meeting or adjourned meeting at which the vote objected to is given or tendered, and every vote not disallowed at such meeting shall be valid for all purposes.

(ii) Any such objection made in due time shall be referred to the Chairperson of the meeting, whose decision shall be final and conclusive.

PROXY

54. The instrument appointing a proxy and the power-of-attorney or other authority, if any, under which it is signed or a notarized copy of that power or authority, shall be deposited at the registered office of the company not less than 48 hours before the time for holding the meeting or adjourned meeting at which the person named in the instrument proposes to vote, or, in the case of a poll, not less than 24 hours before the time appointed for the taking of the poll; and in default the instrument of proxy shall not be treated as valid.

55. An instrument appointing a proxy shall be in the form as prescribed in the rules made under section 105.

56. A vote given in accordance with the terms of an instrument of proxy shall be valid, notwithstanding the previous death or insanity of the principal or the revocation of the proxy or of the authority under which the proxy was executed, or the transfer of the shares in respect of which the proxy is given:

Provided that no intimation in writing of such death, insanity, revocation or transfer shall have been received by the company at its office before the commencement of the meeting or adjourned meeting at which the proxy is used.

BOARD OF DIRECTORS

57. The number of the directors and the names of the first directors shall be determined in writing by the subscribers of the memorandum or a majority of them. The first directors of the Company shall be:-

58. (i) The remuneration of the directors shall, in so far as it consists of a monthly payment, be deemed to accrue from day-to-day.

• In addition to the remuneration payable to them in pursuance of the Act, the directors may be paid all travelling, hotel and other expenses properly incurred by them-
• in attending and returning from meetings of the Board of Directors or any committee thereof or general meetings of the company; or
• in connection with the business of the company.

59. The Board may pay all expenses incurred in getting up and registering the company.

60. The company may exercise the powers conferred on it by section 88 with regard to the keeping of a foreign register; and the Board may (subject to the provisions of that section) make and vary such regulations as it may think fit respecting the keeping of any such register.

61. All cheques, promissory notes, drafts, hundies, bills of exchange and other negotiable instruments, and all receipts for monies paid to 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 determine.

62. Every director present at any meeting of the Board or of a committee thereof shall sign his name in a book to be kept for that purpose.

63. 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.

PROCEEDINGS OF THE BOARD

64. (i) The Board of Directors may meet for the conduct of business, adjourn and otherwise regulate its meetings, as it thinks fit.

(ii) A director may, and the manager or secretary on the requisition of a director shall, at any time, summon a meeting of the Board.

65. (i) Save as otherwise expressly provided in the Act, questions arising at any meeting of the Board shall be decided by a majority of votes.

(ii) In case of an equality of votes, the Chairperson of the Board, if any, shall have second or casting vote.

66. The continuing directors may act notwithstanding any vacancy in the Board; but, if and so long as their number is reduced below the quorum fixed by the Act for a meeting of the Board, the continuing directors or director may act for the purpose of increasing the number of directors to that fixed for the quorum, or of summoning a general meeting of the company, but for no other purpose.

67. (i) The Board may elect a Chairperson of its meetings and determine the period for which he is to hold office.

(ii) If no such Chairperson is elected, or if at any meeting the Chairperson is not present within five minutes after the time appointed for holding the meeting, the directors present may choose one of their numbers to be Chairperson of the meeting.

68. (i) The Board may, subject to the provisions of the Act, delegate any of its powers to committees consisting of such member or members of its body as it thinks fit.

(ii) Any committee so formed shall, in the exercise of the powers so delegated, conform to any regulations that may be imposed on it by the Board.

69. (i) A committee may elect a Chairperson of its meetings.

(ii) If no such Chairperson is elected, or if at any meeting the Chairperson is not present within five minutes after the time appointed for holding the meeting, the members present may choose one of their members to be Chairperson of the meeting.

70. (i) A committee may meet and adjourn as it thinks fit.

(ii) Questions arising at any meeting of a committee shall be determined by a majority of votes of the members present, and in case of an equality of votes, the Chairperson shall have a second or casting vote.

71. 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.

72. 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.

CHIEF EXECUTIVE OFFICER, MANAGER, COMPANY SECRETARY OR CHIEF FINANCIAL OFFICER

73. Subject to the provisions of the Act,-

• A chief executive officer, manager, company secretary or chief financial officer may be appointed by the Board for such term, at such remuneration and upon such conditions as it may thinks fit; and any chief executive officer, manager, company secretary or chief financial officer so appointed may be removed by means of are solution of the Board;

(ii) A director may be appointed as chief executive officer, manager, company secretary or chief financial officer.

74. A provision of the Act or these regulations requiring or authorizing a thing to be done by or to a director and chief executive officer, manager, company secretary or  chief financial officer shall not be satisfied by its being done by or to the same person acting both as director and as, or in  place of, chief executive officer, manager, company secretary or  chief financial officer.

ACCOUNTS

75. (i) The Board shall from time to time determine whether and to what extent and at what times and places and under what conditions or regulations, the accounts and books of the company, or any of them, shall be open to the inspection of members not being directors.

(ii) No member (not being a director) shall have any right of inspecting any account or book or document of the company except as conferred by law or authorized by the Board or by the company in general meeting.

WINDING UP

 76. If upon the Winding up or dissolution of the Company, there remains, after the satisfaction of its debts and liabilities, any asset, they may be transferred to another Company registered under this section and having similar objects, subject to such conditions as the Tribunal may impose, or may be sold and proceeds thereof credited to the Rehabilitation and Insolvency Fund Formed under Section 269 of The Companies Act, 2013. The liquidator may, with the like sanction, vest the whole or any part of any such assets in trustees upon such trusts for the benefit of the contributories as the liquidator, with the like sanction, thinks fit but so that no Member shall be compelled to accept any Shares/securities whereon there is any liability.

INDEMNITY

77. Every officer 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 judgment is given in his favour or in which he is acquitted or in which relief is granted to him by the court or the Tribunal.

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